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FY2022 Annual Report · National Grid
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National Grid Electricity System 
Operator Limited 

Annual Report 
and Accounts
2021/22 

National Grid Electricity System Operator Limited 
Number 11014226

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About Electricity System Operator  

Foreword from our Chair 

Who we are 

What we do 

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4 Strategic Report 

Our people 

The year in review 

Key statistics and the year in review 

Progress against objectives  

Our business environment 

Our commitment to being a Responsible Business 
Internal control and risk management 

Financial review 

Section 172 statement 

Corporate governance  

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2021/22

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Directors' Report 

Financial Statements 

Statement of Directors' responsibilities 

Independent Auditor's report 

Statement of profit or loss and other comprehensive income 

Statement of changes in equity 

Statement of financial position 

Statement of cash flow 

Notes to the financial statements 

Glossary and definitions  

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Welcome to the Annual Report and 

Accounts 2021/22 for the National Grid 

Electricity System Operator (ESO).

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1

 
  
 
 
 
 
 
 
 
 
Firstly, all of us at the ESO are appalled by the Russian 

During the last year the Covid-19 pandemic continued  

invasion of Ukraine. We stand with Ukraine - doing everything 

to impact how we work and live. However, as we set out 

we can to support, through our work with the UK Government 

in the 2022 Summer Outlook, the impact of Covid-19 on 

or through our international partners in the global system 

electricity consumption has reduced compared to 2020. 

operator and research communities.

Earlier this year we published the initial findings from 

We all know that the impacts of Russia’s unjustifiable 

elements of our Net Zero Markets Reform project which 

aggression are being felt beyond Ukraine and these events 

examines options for how the GB electricity markets need  

are challenging us all to look again at security of supply 

to evolve to facilitate Net Zero while ensuring that consumers 

within the British energy system. We have seen dramatically 

are protected. In the next phases, alongside BEIS and 

escalating wholesale gas prices which have led to significant 

Ofgem, we will be undertaking further analysis to assess, 

increases in the energy price cap and multiple retail supplier 

among other things, the benefits of adopting a new pricing 

failures. We are acutely conscious that these price increases 

mechanism that will more accurately reflect the cost of 

are extremely challenging for people across the country,  

electricity at a local level across Great Britain. 

and we are taking every opportunity to examine our own 

costs and industry or market costs to ensure that they are 

efficient and delivering value for consumers. 

Elsewhere, I have been proud to see the delivery of 

the Holistic Network Design as part of our work on the 

government’s Offshore Transmission Network Review.  

The future of the ESO has continued to be a point of 

It is truly a first of a kind project that re-evaluates how  

discussion over the last twelve months, as the government 

to design future networks, both onshore and offshore, 

and Ofgem look at how best to address the challenges and 

to make sure we support the coordinated connection of 

opportunities of reaching Net Zero. Starting with the Energy 

offshore renewables, and the efficient development of the 

Future System Operator consultation last summer and 

network to enable Great Britain to reach its Net Zero targets.

concluding with the Secretary of State’s statement in April,  

it is now clear that the ESO’s future exists outside of National 

Grid Group. Whilst this is a significant step, it is one that we 

approach with excitement and determination. In the coming 

months we will continue to work closely with the Government, 

the regulator, and National Grid plc to begin the process of 

establishing the ESO as a fully independent organisation. 

We refreshed our Mission and Ambition in early 2022 with 

a key update to align to the UK Government mandate 

to achieve a fully decarbonised power system by 2035. 

Our refreshed Mission is “To drive the transformation to 

a fully decarbonised electricity system by 2035 which 

is reliable, affordable and fair for all”. Our revised set of 

Ambition statements are now more clearly action-oriented 

and highlight the critical importance of both people and 

technology in achieving our Mission. They provide the context 

for our ‘RIIO-2 Business Plan 2’, which will be finalised and 

submitted to Ofgem in August 2022, with all activities now 

explicitly aligned to our Ambitions.

Finally, we are pleased to set out in our Annual  

Report and Accounts for 2021/22 expanded public  

interest reporting and have included new disclosures  

which set out our performance across the areas of; 

Environmental, People, Community, Economy and 

Governance. These new disclosures are set out in the 

Strategic Report under Responsible Business.

Fintan Slye
Chair, Electricity System Operator

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National Grid Electricity System 
Operator Limited 

1-3 Strand, London WC2N 5EH 

Registered in England and Wales 
Number 11014226

 
 
 
 
 
 
 
What we do

i) Our Role

Electricity is the life blood of society and 

the economy. When someone flicks a light 

switch in their home or office, they know 

the light will come on. That, in a nutshell, 

sums up our primary responsibility.  

We move high voltage electricity from 

where it's generated, such as a wind farm, 

through the energy system. We make sure 

that Britain has the energy it needs by 

making sure supply meets demand every 

second of every day. 

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2

 
 
 
  
 
 
 
 
 
 
 
 
 
 
FREQUENCY

D

EMA N

D

VOLTAGE

To achieve this we perform three core roles: 

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operation, to deliver electricity when consumers need it.

1   Control Centre Operations: reliable, secure system 
2   Market development and transactions: transforming 
3   System insight, planning and network development: 

unlocking consumer value through competition and 
driving towards a sustainable, whole energy future.

participation in smart and sustainable markets. 

You can learn more about these roles, and how we  
will deliver them in our RIIO-2 Business Plan, here.

 
 
 
 
 
 
 
 
 
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ii)  Energy Future System Operator –  

how we are evolving 

As we set out in greater detail in our Key Events of 2021/22 section, 
the ESO is changing following the decision by government that the 
ESO should adopt new roles and responsibilities to support the 
delivery of Net Zero. 

This evolution of the ESO will see us move outside of National Grid Group to 

ensure that the ESO can perform its extended functions as the future system 

operator, free of any concern regarding impartiality. 

To support the delivery of this new organisation we have provided an initial  

outline of this transformation alongside our April 2022 draft RIIO-2 Business  

Plan 2, which can be read in full here. Over the coming months we will be 

working closely with government, Ofgem and National Grid plc to ensure that 

this transformation is delivered at pace, whilst ensuring that our world-leading 

colleagues are supported through this process, allowing them to drive forward  

our existing decarbonisation ambitions. 

iii) A refreshed ESO mission and ambitions 

We have refreshed our mission and ambition statements.  
A key update is that our mission is now strongly aligned to the 
UK Government mandate to achieve a fully decarbonised power 
system by 2035.

Our revised set of ambition statements are now more clearly action-oriented and 

highlight the importance of both people and technology in achieving our mission. 

They provide the context for our Business Plan, with all activities now aligned with 

at least one of our ambitions. 

To drive the transformation to a fully decarbonised electricity 
system by 2035 which is reliable, affordable and fair for all. 

This includes preparing Britain's electricity system to be able to run on  

zero-carbon electricity by 2025.

Over the last five years, we're proud to say the amount of carbon-based 

electricity in our system has reduced by an impressive 53%. But there's  
still plenty more to do before we reach our zero-carbon target.

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Ensuring the electricity 
system can operate 
carbon free by 2025

Driving competition 
for the benefit of 
consumers

Being innovative, 
digital and data driven

Engaging as a 
trusting partner

Being the Net Zero 
employer of choice

One of our ambitions is to be able to run a carbon free electricity system by 
2025, which will be crucial in helping the UK meet its wider net zero target. 

Achieving this will make us the first system operator to transition away from a system 

dependent on fossil fuels, to one that can be operated safely using only zero-carbon 

generation sources. 

iv) Our Values 

We know that how we deliver is as 
important as what we deliver. If our 
mission sets out ‘what’ we want to 
achieve, our values are the ‘how’.  
They help shape what guides us. 

We adapt and develop our values to align 
with the expectations of our customers 
and communities, without losing sight  
of the things that make us strong today. 

Every day we find a better way by: 

• delivering excellent performance for  

our customers; 

• sharing knowledge and implementing best 

practices for continuous improvement; 

• embracing opportunities to grow ourselves  

and the business.

Every day we do the right thing by: 

We make it happen by: 

• keeping each other and the public safe, 

• delivering positive outcomes and  

complying with all relevant rules, regulations  

achieving results;

and policies; 

• respecting our colleagues, customers  

and communities; 

• saying what we think and challenging 

constructively.

• making decisions in a timely way; 

• getting things done efficiently. 

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Who we are - Board

Fintan Slye
Chair of the Board

Baroness Gillian Merron
Independent Non-Executive Director

Hannah Nixon
Independent Non-Executive Director

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Fintan is the Executive Director of the ESO 
and Chair of the Board, he joined in 2018. 
Prior to that he was Chief Executive of  
the EirGrid Group, the electricity system 
and market operator in Ireland and 
Northern Ireland.

He has previously worked for McKinsey  
& Company and ESB Group.

Baroness Merron of Lincoln is a Life Peer 
and Shadow Minister for Health and Social 
Care and the Department of Digital, Culture, 
Media and Sport. Formerly Chief Executive 
of the Board of Deputies of British Jews,  
she was the MP for Lincoln between 1997 
and 2010. 

During this time, she served in government 
as a Minister in the Health, International 
Development, and Transport departments as 
well as in the Cabinet and Foreign Offices. 

Hannah has extensive experience in 
economic regulation across a range of 
industries. She was the inaugural CEO 
of the Payment Systems Regulator and a 
senior partner at Ofgem, where she had 
responsibility for the networks division. 

She is currently Chair of the Single Source 
Regulations Office, a NED of Thames 
Water and a NED of the Financial Reporting 
Council. She was formerly a NED of the 
Jersey and Guernsey Competition and 
Regulatory Authorities.

John Linwood
Independent Non-Executive Director

Paul Plummer
Independent Non-Executive Director

Regina Moran
Independent Non-Executive Director

John has held senior technology roles in 
Microsoft and Yahoo and was formerly Chief 
Technology Officer at several companies 
including BBC and Wood Mackenzie. 

He has been a NED of both FTSE and AIM 
listed companies since 2012 and is currently 
on the Board of Brooks Macdonald, an AIM 
listed Wealth Management company where 
he is also the Chair of the Remuneration 
Committee. He is also Strategic Technology 
Advisor to the UK Ministry of Defence.

Paul is an experienced business leader and 
strategic thinker now working as Professor  
of rail strategy at the University of Birmingham 
and a NED in the housing sector for  
Network Homes. 

Until recently he was CEO of the Rail Delivery 
Group and Association of Train Operating 
Companies. Prior to that he was on the Board 
of Network Rail where responsibilities included 
the system operator activities. His early career 
spanned the regulated utilities as an economist 
and adviser working for governments, 
companies and regulators.

Regina is an experienced CEO and NED. 
She is Vice President of Strategic Projects 
and Change with Fujitsu. Formerly CEO of 
Fujitsu UK and Ireland, she has extensive 
experience in digital transformation across a 
number of different sectors. She has served 
as President of Engineers Ireland and as a 
NED of EirGrid. 

Kayte O’Neill
Executive Director of Transformation

Gregg Smith
Executive Finance Director

Zoe Morrisey 
Non-board: ESO Legal Counsel 
and Company Secretary

Kayte joined National Grid as a graduate in 
2002. She has previously held positions as 
Head of Markets in the ESO, and in Corporate 
Strategy and Regulation in the US for National 
Grid. Earlier this year she joined the Board of 
Jersey Electricity as a NED.

Gregg joined in 2020 after 21 years with IMI 
plc. He is a qualified Chartered Management 
Accountant (ACMA and CGMA) and held 
several senior international roles across  
IMI during his career.

Zoe joined National Grid in 2012 and has 
worked across various UK business units. 
Prior to that she worked for Ofwat and in 
private practice in the competition and 
procurement team. She qualified as a 
solicitor in 2008. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Who we are - Executive Team

Fintan Slye
Executive Director

Kayte O’Neill
Director of Transformation

Gregg Smith
Finance Director

Zoe Morrisey
Legal Counsel

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Craig Dyke
Acting Head of National Control

Matthew Wright
Head of Strategy  
and Regulation

Julian Leslie 
Head of Networks  
and Chief Engineer

Craig first joined the ESO in December 
2018 from National Grid Gas Transmission 
where he was heading up gas network 
development. He graduated in Electrical 
and Electronic Engineering and has an 
MSc in Power Systems & Management. 
He worked in the ESO as Head of 
Networks in 2019 and Head of Strategy 
& Regulation in 2020. Previous roles for 
National Grid include being the first Head 
of International Decarbonisation, taking a 
leading role at COP26. He became Chair 
of the IET Power Academy in May 2022.

Matthew joined the ESO in April 2021. 
He has over 30 years of experience 
in the utilities sector, most recently 
as Managing Director of Ørsted in 
the UK. Matthew has also served as 
CEO of Southern Water and EVP of 
Power Delivery at US electric utility 
PacifiCorp. He is a Board member 
of POWERful Women, a professional 
initiative to advance gender diversity 
within the energy sector.

Julian joined National Grid in 1992 
as a graduate. He has a degree in 
Electrical and Electronic Engineering, 
and is a Chartered Engineer and a 
Fellow of the Institute of Engineering 
and Technology. He has worked for 
National Grid in the UK and the USA, 
and previous roles include building a 
new network planning function across 
the USA and being the ESO Head of 
National Control.

Huma Ali 
Senior HR Business Partner

Shubhi Rajnish
Chief Information Officer 

Jake Rigg 
Director of Corporate Affairs

David Wildash 
Acting Head of Markets

Huma joined National Grid 
in 1990. Previous roles 
include Senior HR Business 
Partner to other Group 
business units. She is a 
Chartered member of the 
Institute of Personnel and 
Development. Huma is a 
lead mentor in 'Business in 
the Community' for diverse 
senior leaders.

Shubhi joined the ESO in 
July 2022. She joined from 
British American Tobacco 
where she was Head of 
Digital and IT. Prior to this 
she spent 15 years at BP in 
senior roles leading digital 
transformation.

Jake joined the ESO in 
September 2021 from 
Affinity Water. Starting out 
as a journalist he has also 
worked on sustainability 
issues as a consultant to 
clients including DuPont and 
3M, and was an advisor to a 
former Secretary of State for 
Energy and Climate Change. 
He has a Modern History 
degree from Oxford and is 
currently completing research 
on quantifying political and 
regulatory risk at Yale. 

David has been in the energy 
industry for 18 years having 
developed a broad industry 
perspective through multiple 
roles within National Grid. 
Previously in his career he 
has undertaken a number 
of differing management 
roles covering regulation, 
corporate strategy as well  
as operational roles.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Wind 

Carbon intensity 

Early January also saw the lowest level of carbon dioxide on the network, 
with a record low of 39gCO2/kWh. 
The greenest month in history is now February 2022 with a carbon 
intensity of 126.5gCO2/kWh.

65.8% decrease 

Carbon intensity 
(gCO2/kWh)

2014

2015

2016

2017

2018

2019

2020

2021

2022

600

500

400

300

200

100

from 2013 to 2020

2013 529 gCO2 /kWh

2014 477 gCO2 /kWh

2015 443 gCO2 /kWh

2016 330 gCO2 /kWh

2017 266 gCO2 /kWh

2018 248 gCO2 /kWh

2019 215 gCO2 /kWh

2020 181 gCO2 /kWh

*2021 192 gCO2 /kWh

*year to date

Oct 

Nov 

Dec

0

Jul 

Apr 

Jan 

Jun 

Feb 

Mar 

Sep 

Aug 

May 

65.5% decrease from 2013 to 2021
2013 529 gCO2/kWh 
2014 477 gCO2/kWh 
2015 443 gCO2/kWh 
2016 330 gCO2/kWh 
2017 266 gCO2/kWh

*year to date3

2018 248 gCO2/kWh 
2019 215 gCO2/kWh 
2020 181 gCO2/kWh 
2021 188 gCO2/kWh 
2022 177 gCO2/kWh*

 
 
 
 
 
 
 
 
 
 
 
 
 
Despite several weeks of low winds to start 2022, high winds towards the end 
of January caused by Storm Malik saw a new record for electricity generation, 
with 19.5GW meeting 51% of electricity demand at the time. This record has 
been exceeded following year end on 25 May 2022, when wind generation 
reached 19.9GW producing 52% of electricity demand at the time.

Generation mix 

Zero carbon (wind, nuclear, solar and hydro) sources continue to make up a 
growing share of electricity generation. 

In total, on average they contributed 45% across the year. The largest % zero 
carbon share was 84.6% coming at 5am on the 3rd January 2022.

By 2025 it’s our ambition, when the market presents enough zero carbon generation, 
to make it possible to be able to operate the system at 100% zero carbon. 

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  Gas 
  Wind 
  Nuclear 
  Imports 
  Biomass 
  Solar 
  Hydro 
  Coal 
  Storage 

36.5%
23.1%
15.5%
10.1%
6.4%
4.1%
1.9%
1.7%
0.7%

 
 
 
 
 
 
 
 
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Role 1 On A Page: 

Control Centre Operations

What we do

The Control Centre moves electricity around the country 

second by second to ensure that the right amount of 

electricity is where it’s needed, when it’s needed – always 

keeping supply and demand in perfect balance. Our control 

room employees move high voltage electricity from where it’s 

generated, such as a wind farm, through the energy system 

to ensure it can be used as required. This service continues 

every day as we work tirelessly to operate a safe, reliable and 

affordable electricity system. We have all sorts of engineers 

and experts working in the Control Centre from people who 

forecast the weather to those who monitor the frequency of 

our electricity ensuring it stays at 50 Hz.

What have Control Centre Operations  
achieved for consumers?

• Control Centre architecture and systems on track to deliver £305m  

of consumer benefit over RIIO-2;

• Control Centre training and simulation activity on track to deliver  

£35m of consumer benefit over RIIO-2;

• Restoration activity on track to deliver £115m of net benefit from  

2025 to 2050;

• Implementation of the Frequency Risk & Control Report (FRCR)  

has driven savings of approximately £435m in one calendar year;

• System security is vital. We developed our capabilities with new 

power system modelling tools to help us detect issues such as system 

oscillations observed in Scotland, as well as new inertia monitoring tools; 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
• We’ve continued to work closely with our counterparts in the EU under the Trade 

and Cooperation Agreement. The signing of a Memorandum of Understanding 

between the ESO and ENTSO-E allows us unfettered access to tools and 

processes to support security of supply between GB and Europe;

• We continue to improve the transparency of the data we use to support our 

stakeholders and customers and also made good progress on restoration,  

both with innovation projects and driving towards the new Restoration Standard;

• Our forecast total expenditure for role 1 in BP1 is £246m, which is 18% higher 

than the benchmark of £208m (both in 18/19 prices). This is largely due to the 

new plans for our Balancing Mechanism Programme.

Control Centre Operations Plan Delivery in 2021/22

• Successfully operated the system under challenging conditions;

• Launched a review of the Balancing Market and produced a balancing  

cost strategy. The volumes of balancing actions were lower in 2021/22  

and multiple actions were taken to reduce balancing costs;

• Continued with high levels of transparency and communication through  

the weekly Operational Transparency Forum; 

• Refreshed our Digitalisation Strategy and Action Plan;

• Developed new power system modelling tools and innovative inertia  

monitoring tools;

• Working with academia to design ESO-specific training modules;

• Conducted another successful significant long-distance system  

restoration 'black start' test, and made good progress on the  

electricity restoration standard.

Control Centre Operations Performance:

To view our success against performance metrics and key indicators  

please see Role 1 content in the ESO End of Year Performance Report here.

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Role 2 On A Page: 

Market Development and Transactions

What we do

One of our ambitions is to see competition everywhere, and 

at the ESO we are continuously developing the market to 

ensure we can meet the nation’s diverse needs both now and 

in the future. This will deliver value for money for consumers. 

We’re continually finding ways to innovate and adapt electricity 

markets to keep supply flowing reliably to homes and 

businesses across Great Britain. Our teams are identifying 

and developing the necessary market and auction platforms 

to procure the balancing services we require to operate the 

system - now and in the future. The team also facilitates any 

necessary changes to the existing suite of governing Grid 

Codes and the network charging regime.

What have Market Development and Transactions  
achieved for consumers?

• We delivered Capacity Market Auctions, Contracts for Differences  

(CfD) allocation processes, an update to the Electricity Market Reform 

(EMR) Portal and provided ongoing advice to BEIS and Ofgem on their 

policy and regulatory change programmes;

• We launched Dynamic Containment on the EPEX platform in  

September 2021. This has allowed us to introduce more granular,  

and integrated day-ahead procurement to help reduce costs in the  

balancing mechanism and drive consumer benefits. This resulted  

in a saving of c.£20m for consumers;

• We have followed this with pre-fault services, Dynamic Moderation  

and Dynamic Regulation, which have progressed through EBR  

Article 18 consultation approval. The first auctions ran in April and  

May 2022;

• Building future balancing services and wholesale markets on track  

to deliver £106m of consumer benefit over RIIO-2;

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
• Transform access to the Capacity Market is on track to deliver £74m 

of consumer benefit over RIIO-2;

• Working with all stakeholders to create a fully digitalised, whole system 

Grid Code by 2025 is on track to deliver £10m of consumer benefit  

over RIIO-2;

• Reforming Balancing Services Use of System (BSUoS) charges is  

now expected to lead to an estimated saving of £68m over RIIO-2; 

• Our forecast total expenditure for role 2 in BP1 is £160m, which is  

within 1% of the benchmark of £159m (both in 18/19 prices).

Market Development and Transaction Plan Delivery  
in 2021/22

• We have completed 49 out of the 65 milestones planned for this 

12-month period. Of the 16 milestones which are not complete,  

5 are ESO-related delays, 10 are outside of ESO control, and  

1 is delayed in order to deliver an improved outcome for consumers; 

• Set out the Net Zero Market Reform programme and set up the  

Markets Advisory Council;

• Delivered the foundational release of our Single Markets Platform  

to allow onboarding;

• Completed our suite of fast-acting frequency response products,  

with ongoing refinements;

• Supported customers in migrating across to our new EMR Portal;

• Updated day-ahead Short Term Operating Reserve in response to  

market conditions;

• Progressed and delivered numerous code changes such as GC0137;

• Engaged with key stakeholders on potential areas for SQSS change.

Market Development and Transactions Performance:

To view our Markets success against performance metrics and  

key indicators please see Role 2 content in the ESO End of Year 

Performance Report here.

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Role 3 On A Page: 

System Insight, Planning  
and Network Development

What we do

The flow of electricity in Great Britain is getting more complex. 

At the ESO we annually develop plans for our future networks 

to ensure we can meet Great Britain's electricity system 

requirements. We’re also preparing to operate at zero-carbon 

by 2025 as part of the UK’s Net Zero target for 2050.  

Our System Insight, Planning and Network Development 

involves looking for solutions to challenges faced by both the 

ESO and other industry stakeholders in the electricity system. 

Ultimately, we want to find innovative new ways to operate 

the electricity system of today and tomorrow, and keep costs 

down for consumers. Some projects that look for these 

solutions include Voltage, Stability and Constraint Pathfinders 

as well as Regional Development Programmes.

What have System Insight, Planning and Network 
Development delivered for consumers?

• Network Options Assessment (NOA) enhancements are on track  

to deliver £663m of consumer benefit over RIIO-2;

• Taking a whole energy system approach to promote zero carbon 

operability is on track to deliver £548m of consumer benefit over RIIO-2;

• Improved network access planning on track to deliver £224m of 

consumer benefit over RIIO-2;

• Stability Pathfinder Phase 2 was successfully tendered, the bids chosen 

will deliver 11.55 GigaVolt Amp seconds (GVAs) of Short Circuit Level 

and 6.75 GVAs of inertia worth a total of £323 million. Future savings are 

£130m compared to the counterfactual of procuring these services from 

a single source;

• Our forecast total expenditure for role 3 in BP1 is £141m, which is within 

2% of the benchmark of £139m (both in 18/19 prices). This balance is 

primarily due to the ESO taking on new roles in Offshore Co-ordination 

and Early Competition (not included in the original Delivery Schedule or 

cost benchmark), offset by reduced IT expenditure.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
System Insight, Planning and Network Development Plan 
Delivery in 2021/22

• We have completed 93 out of the 116 milestones planned for this 

12-month period. Of the 23 milestones which are not complete, 10 are 

ESO-related delays, 9 are outside of ESO control, and 4 are delayed  

in order to deliver an improved outcome for consumers; 

• Delivered network planning activities via the Network Options 

Assessment and FES. NOA 2021-22 was improved to make it more 

concise and easier to understand;

• The Electricity Customer Connections team grew to address significant 

additional application volumes and is working with the Transmission 

Owners (TOs) to find improved ways of working;

• We investigated how to better facilitate access for Distributed Energy 

Resources (DER) to ESO markets;

• We collaborated with Distribution Network Operators (DNOs) to  

progress regional development plans;

• We made significant progress on Constraint Management Pathfinder, 

with contracts awarded under the Pennines Voltage and Stability  

Phase 2 Pathfinders;

• We had a leading role in whole systems planning, engaging with BEIS 

and Ofgem on their respective reviews (OTNR and ETNPR) nearing 

completion of the world's first integrated offshore design as well as 

moving to implementation of Early Competition. 

System Insight, Planning and Networks Development Performance:

To view our Networks development success against performance metrics 

and key indicators please see Role 3 content in the ESO End of Year 

Performance Report here.

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Key Events 

i) Energy Future System Operator 

ii) Gas price security

Since the ESO’s last annual report, the work established 

The interaction between gas and electricity in the Great 

by Ofgem in their 2021 Review of System Operation 

Britain energy system has been elevated over the 2021/22 

was further developed into a joint consultation with the 

winter, with the increase from October 2021 onwards in 

Department for Business, Energy, and Industrial Strategy 

wholesale gas prices affecting consumers directly as well 

for an Energy Future System Operator which ran from  

as impacting balancing prices on the electricity network. 

July to September 2021.

The knock-on impact of the price increases has been 

As outlined in the Government’s response to this 

consultation the future of the ESO is now clearly outside  

the National Grid Group, to ensure that no future claim 

of market conflicts can be attributed to the ESO, as it 

undertakes new roles and responsibilities to support the 

delivery of Net Zero by 2050 and a low carbon energy 

significant for the retail market and consumers. In the retail 

market, bad debts by ESO customers increased in the year 

with 26 customers going bankrupt during the year against  

2 in the prior year. This cost £19m in 2021/22 compared 

to bad debts in the prior year of £3m. This amount is fully 

recovered through RIIO-2 revenues. 

network from 2035. We warmly welcome this decision 

To support industry, we facilitated the BSUoS deferral cap 

and will now be working closely with the Government, the 

scheme that ran from mid-January to the end of March and 

regulator and National Grid plc to enable a smooth and 

deferred £44m of balancing costs for customers into FY23.

successful transition.

International sanctions relating to the Russian invasion of 

Since the launch of the consultation on the future of the 

Ukraine have impacted the price of gas as nations seek 

ESO in 2021, we have regularly engaged with colleagues 

alternative sources for natural gas, resulting in a continued 

to ensure that they are as well informed as possible during 

spike in gas prices into the Summer of 2022.

this period of change. Working with an external consultancy 

we have consulted colleagues on their views, through 

interviews, surveys and focus groups and incorporated 

these views into the ESO’s final consultation response 

to BEIS and Ofgem. Throughout the transition process 

to becoming an energy future system operator we will 

continue to have open and honest conversations with our 

staff, to ensure they are supported throughout this process, 

to ensure we retain their world class expertise as we move 

to adopt new roles and responsibilities in future.

In December 2021, we launched a Balancing Market review 

as part of a wider drive to review and reform electricity 

markets. The Balancing Market review has primarily  

looked to understand if there are any fundamental issues 

with existing market mechanisms that can be adjusted.  

The full report is expected to be published imminently.  

In summary the review has found that the high costs have 

been driven by system tightness combined with accepted 

offers of up to £4,000/MWh across a large amount of 

coal and CCGT capacity. The size and inflexibility of the 

An outline of this transformation was submitted alongside 

relevant units meant that the ESO had to accept offers of 

our RIIO-2 Business Plan 2 and can be read in full here.

up to £4,000/MWh across multiple hours just to cover peak 

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demand. There was no clear evidence of behaviour that 

was inconsistent with the market rules, however there are 

questions around whether market rules need to be updated 

to provide more clarity on what is and isn’t permitted. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Whilst it is too early to comment on the continued impact of heightened gas prices 

into the 2022/23 winter, the ESO is already taking steps to prepare for high gas prices. 

In September 2022 we will publish our annual Winter Outlook report to set out our 

operational view at that time. Leading up to this period the ESO will be working closely 

with BEIS and other Government Departments to support the new security of supply 

statement and with industry participants to ensure that the most accurate data is  

available on market availability and capacity over the Winter months.

iii) The Covid-19 Pandemic 

Whilst Covid-19 continued to impact how electricity was used in Great Britain in 

2021/22, it had a reduced effect on demand in the year as vaccination programs led to 

a relaxation of public health measures and a gradual return to more normal conditions, 

from a network perspective, with electricity demand returning to pre-pandemic levels.

While Covid-19 had a reduced effect on demand, the impact of earlier lockdowns 

continued to play a role in the management of the network, as issues faced during the 

summer of 2020 and 2021 have had a knock-on impact on the maintenance schedule 

of generators across the industry. Delays to maintenance had a noticeable impact 

on the operation of the network during the 2021-22 Winter period as a number of 

generators remained offline due to maintenance, at the same time as network demand 

trended back towards pre-pandemic levels.

These knock-on implications of Covid-19 from 2020 and 2021 have also influenced 

wider sector issues, such as the production of gas and coal, increasing prices in  

these areas as discussed below in more detail.

Protecting our colleagues remained a priority over the last twelve months, with our 

operational colleagues in the control room continuing to observe more stringent 

hygiene measures than our non-operational colleagues, to ensure that variants and 

spikes in infection rates did not impact on their critical roles. 

Away from our control room our non-operational colleagues have been returning  

to the office as part of a hybrid approach that recognises the advantages of home 

working and office collaboration. 

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iv) Delivering RIIO-2 

In April 2022 we submitted our draft plans for the ESO’s second RIIO-2 business plan, to cover the next 

stage of the five-year RIIO-2 period. Whilst the ESO’s work is governed by our 2019 RIIO-2 Business Plan 

and the funding associated with it, due to the unprecedented level of change in the energy sector, Ofgem 

have allowed the ESO to break the five-year RIIO-2 period (2021-2026) into smaller planning cycles, so that 

we can respond more effectively to these changes.

This draft second business plan therefore incorporates new government targets into its planning, including 

the Government’s target for the delivery of a Net Zero electricity network by 2035 and outlines how the 

ESO will work to deliver these targets, including through a refreshed mission and ambitions.

Alongside the publication of the draft business plan we have also set out an initial cost and plan for the 

work we will now undertake to deliver the energy future system operator.

You can view the ESO's RIIO-2 Business Plan 2 and Future System Operator (FSO) documents here.

v) ESO led projects 

The ESO continues to play a leading role in major transformational projects. These will deliver 

significant positive impacts for consumers by promoting competition, holistic thinking, and 

putting consumer interest at the heart of what we do. Five examples are set out below;

Offshore Coordination

As part of the second phase of the BEIS-led Offshore Transmission Network Review (OTNR), the ESO has 

been asked to support three strategic workstreams to support the delivery of offshore wind generation to 

meet Government targets for 2030. These workstreams are:

•  Early Opportunities – To work with Offshore Wind 

To this end a total of 50GW, with 17.5GW in 

developers and other industry partners to find 

Scotland will be included in the HND plan published 

solutions for the connection of offshore wind 

later this year. A further iteration will be published  

projects already in train to deliver by 2025;

in 2023 to incorporate the ScotWind, Celtic Sea 

•  Pathway to 2030 – To deliver a strategic blueprint 

or Holistic Network Design (HND) to provide an 

and INTOG projects that are not included in the  

first iteration of the HND.

outline for coordination of offshore wind projects 

To support the integration of the above Phase 

connecting between 2025 and 2030;

Two outcomes of the OTNR the ESO has taken 

•  Enduring Regime – To re-evaluate the offshore 

connections model to identify reforms required to 

deliver coordination as standard for connections 

after 2030.

The scale of this work, particularly the Pathway to 

2030 and HND workstream has grown significantly 

over the last twelve months following an increase 

in prospective generation. This has primarily been 

driven by the award of 25GW of offshore wind 

leases by the ScotWind leasing round in January 

2022 by Crown Estate Scotland. Given the scale of 

this growth we have had to review the scope of the 

HND, to ensure it remains deliverable against its 

current timeline. 

the decision to produce two Network Options 

Assessments in 2022. Our first report was 

published in January 2022 and this provides an 

interim finding for Transmission Owners, allowing 

them to continue consenting work for projects that 

are expected to be critical to the delivery of future 

offshore coordination, as well as the growth of 

onshore generation. A further report later this year 

will incorporate the findings of the HND, in order 

to integrate offshore coordination as standard in 

future network design work.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Zero Market Reform

In March 2022, the ESO presented the findings from 

Phase 3 of its Net Zero Market Reform programme at  

an industry event alongside the Energy Minister and 

other energy sector leaders. The conclusions were that 

the status quo market design is not fit for purpose for 

Net Zero, and that dynamic locational signals are  

needed to solve some key market challenges such  

as rising constraint costs and inefficient dispatch in 

the wholesale market. The ESO looked at options 

from versions of the current national price through to 

zonal and nodal pricing. The analysis suggests that 

neither national nor zonal pricing would properly solve 

the aforementioned challenges, but that nodal pricing 

This is a world first approach and has allowed the ESO 

to reduce the overall spend on frequency management, 

ensuring that system security continues to be delivered, 

whilst delivering additional benefits for consumers.

Dynamic Containment,  
Regulation and Moderation

Alongside the Frequency Risk & Control Report  

the ESO has also implemented three new frequency 

management tools, with the introduction of Dynamic 

Containment, Regulation and Moderation to provide  

a quicker response to different frequency fluctuations, 

from significant trips to second-to-second balancing  

of network frequency needs.

(or locational marginal pricing) would provide strong 

By drawing on a diverse mix of technologies, 

incentives for supply and demand side assets to locate 

including variable generation, storage, and demand-

and dispatch efficiently, minimising whole system costs 

side participants these services also offer greater 

and enabling low-cost, low-carbon electricity to be 

competition, which alongside a move from month-ahead 

harnessed when and where it is most abundant.  

to day-ahead auctions contribute to both improved 

This could also drive industrial growth in areas of the 

security and cost efficiency for consumers.

country where older fossil fuel and energy intensive 

industry is set to fall away. 

Stability Pathfinder

We will now work with Ofgem, industry and policy 

stakeholders to further assess the implications this 

change in market design could have for consumers, 

generators and suppliers, as well as assessing  

what other market reforms would be necessary  

to deliver the investment necessary to achieve  

Net Zero. 

As part of our ambition to deliver a zero-carbon capable 

network by 2025, which will help pave the way for a  

Net Zero electricity network by 2035, we have continued 

to progress our stability Pathfinders. These Pathfinders 

will bring new innovative solutions capable of delivering 

inertia, voltage and short circuit infeed management 

tools, without needing to produce electricity in the 

process, increasing the proportion of low-carbon 

Frequency Risk & Control Report

electricity in the generation mix as a result.

As part of our changing approach to managing 

In March 2022 we supported the launch of a world 

frequency on the national electricity network  

leading inertia project in Scotland to help manage 

we have worked to create a new Frequency  

inertia on this part of the network in future years. As we 

Risk & Control Report to analyse and assess  

continue with this and similar projects we will continue 

the operational requirements for managing  

to understand and refine these critical tools for future 

different frequency issues and the cost of  

network operation.

securing the system. 

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Progress against objectives

ESO has a range of metrics against which overall performance 

is measured. The key metrics in this section are aligned to our 

strategy and reflect a consistent set of metrics against 2020/21. 

1) Health, Safety & Wellbeing

The health, safety & wellbeing of our employees is paramount. Each year we 

undertake a safety survey with our employees to gauge attitudes to safety, 

how effective our safety culture is and where employees believe we can 

improve. We also measure safety using the Lost Time Injury Frequency Rate 

metric. This industry standard approach measures the number of lost time 

injuries occurring for every 100,000 hours worked. 

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Progress in 2021/22

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This year’s result was strong again, with no injuries causing lost time during 

2020/21. The ESO's Health, Safety & Wellbeing team and their Safety, Health 

and Wellbeing Champions in the business continue to improve our targeted 

plans to address areas of concern and build on the work done to date.

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2020/21

Target:

Lost Time Injury Frequency rate

Performance:

0.0

<0.1

0.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
2) Balancing costs

Today electricity can’t be efficiently stored in large quantities in a cost-

effective way, so part of the ESO's role is to find ways to match supply with 

demand. We call it balancing, and we do it minute by minute. To help us  

with balancing, we buy in services from suppliers. These are “Balancing 

Services” and we use them to keep the transmission system running reliably  

and economically. 

The target is based on a rolling average over five years (with adjustments for 

significant cost drivers, such as actual wind generation). 

Progress in 2021/22 

Balancing costs in 2021/22 were higher than benchmark owing to a number of 

factors – including the Covid-19 pandemic and the external socio-economic 

factors – which created a challenging operational environment. Frequency 

control and the management of voltage, stability and thermal constraints 

were operational challenges and the main areas driving these costs. Several 

factors influenced the cost of balancing the system in 2021/22: 

The effects of the Covid-19 pandemic and the Ukraine crisis on the electricity 

system were seen, affecting demand in summer 2021 and supply in spring 

2022. This uncertainty meant while we took fewer actions in securing the 

system, costs rose. Although balancing proved more costly than hoped in 

2021/22 due to both demand and supply challenges, we foresee these costs 

rising further over the coming decade due to the difficulty of balancing the 

grid with a heavier renewable mix.

While higher balancing costs are also a feature of a system with higher 

volumes of renewable generation, our work to transform the system,  

so that it can be safely operated using only zero-carbon generation, will  

give us the tools to utilise more renewables rather than pay constraint costs. 

The growth of renewable generation and consequent changes to the 

generation mix would normally increase the volume of balancing services 

we use – the higher volume of renewable generation is less predictable and 

controllable than conventional generation. Due to our new approaches this 

was not the case in FY22.

Balancing Costs

2020/21

Target:

2021/22

£1,875m

£1,321m

£3,153m

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3) Financial Performance

The financial results are set out on pages 44-50. 

Progress in 2021/22

The ESO delivered underlying Financial Performance largely in line with 

expectations. Revenues increased in the year by £1,359m compared to FY21 

largely due to increased pass through charges to balance the system as set 

out on the previous page. Adjusted Operating Profit of £50m was down £12m 

against FY21 of £62m due predominately to higher depreciation of intangible 

IT asset investments as per the ambitious transformational RIIO-2 plans as 

well as asset impairments for IT work that may no longer be required.  

This was partly offset by improved Incentive performance. Capital investment 

reached £108m in the year, £20m higher than prior period, primarily driven 

by critical IT projects needed to deliver the RIIO-2 Business Plan. Further 

information is set out within the financial review later in this report.

Adjusted Operating Profit

2020/21

Target:

2021/22

£62m

£50m

£50m

4) Employee Engagement and Enablement

Our employees are our biggest asset and the best advocates for our business 

and what we aim to achieve. They are at the heart of everything we do, so it 

is vital for us to be aware of their thinking on a wide range of issues about our 

business: what it’s like to work for us; things we do well; things we could do 

better and much more.

Progress in 2021/22

Our employee engagement and enablement scores demonstrate an 

improvement on 2021/22. 

2020/21

Enablement

Engagement

70%
78%

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Target:

2021/22

71%
76%

72%
80%

5) Customer Satisfaction

It is vital we understand what customers think about our business and how well 

we are carrying out our operations to serve their needs. That is why we regularly 

survey our customers to ask how satisfied they are with our service.

Progress in 2021/22 

Both the customer and stakeholder satisfaction scores are based on responses 

from more than 200 surveys. The results are below our target for the year and 

highlighted a need for greater transparency and co-creation with our customers 

and stakeholders. It is critically important to us that we listen and respond to this 

feedback, and are engaging as a Trusted Partner with all of our customers.

Our customer strategy for 2022/23 will focus on creating a customer centric 

culture, upskilling all teams to ensure we have strong relationship management 

at the heart of everything we do. To support this we will embed new Customer 

Impact Assessments at the start of our projects to ensure that customers 

are considered consistently and at an earlier stage of engagement. From 

this platform we can build engagement plans with our customers that are 

collaborative and are clear, from the outset, on our decision-making processes. 

Central to this is the gathering of meaningful insights the organisation can act on 

- facilitating a greater understanding of customers, stakeholders and consumers, 

their characteristics, and what actions the ESO can take to add value to them as 

we make progress through the energy transition.

Customer

Stakeholder

2020/21

Target

2021/22

7.51
7.23

8.15
8.15

7.30
7.21

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The Directors present their Strategic Report 

on the Company for the year ended 31 March 

2022. This includes an overview of the ESO’s 

structure, 2021/22 performance and strategic 

outlook, including risks and uncertainties. 

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Our people

Our people are fundamental to the ESO’s success and achieving our 2025 ambitions and beyond. To operate 

the system of the future and deliver a whole energy system strategy that supports Net Zero by 2050 successfully 

we have focused on delivering a blended talent sourcing strategy to ensure we have the right people with the 

right capabilities at the right time. The ESO's success will be built on our sustained ability to attract, retain, train, 

motivate and engage our people. We need to continue this momentum to deliver our commitments, whilst we 

enhance a resilient, agile, capable and diverse workforce with the capabilities required to take us to Net Zero.

i) Diversity, Equity and Inclusion (DEI) 

ESO

Gender Split

Ethnic diversity

Workforce

Executive team

Board

64/36

64/36

50/50

30%

18%

0%

We have also promoted our DEI Knowledge Hub to educate 

and upskill our people on current best practice and offered 

employees access to a variety of virtual courses designed to 

build knowledge and confidence with conversations on DEI. 

These activities have contributed to the National Grid 

Group’s DEI agenda, which has seen National Grid win the 

most Outstanding Employer at the 2021 Ethnicity Awards as 

Our diversity metrics have continued to improve, and since 

well as being featured in the 2022 Financial Times Diverse 

the RIIO-2 Business Plan 1 our actual workforce diversity 

Leaders listing. 

has increased from 31% to 36% for women, and from 25% 

to 30% for ethnicity minorities (as at 31st March 2022).

Our DEI vision is to “be more representative of the 

communities we serve in all aspects of diversity”.  

Several actions have contributed to this increase including 

In order to achieve this vision we remain committed to:

the creation of our Belonging Forum, which exists to fulfill 

three roles: 

•  Increasing the overall proportion of our workforce from 

diverse backgrounds in order to mirror the communities 

•  To understand the extent to which our employees 

we serve;

currently feel that they can ‘belong’ in the organisation, 

and what are the barriers to belonging; 

•  To take (or recommend) actions to remove those  

barriers and to educate our employees about DEI 

and Belonging topics; 

•  To create a network of Belonging Champions to support 

each other in making DEI and Belonging part of our 

•  Monitoring the number of hires from diverse backgrounds 

and aiming to appoint a greater proportion;

•  Monitoring the number of colleagues promoted who are 

from a diverse background and aiming to promote at a 

greater proportion than we have today;

•  Continuing to build an inclusive company culture. 

everyday conversation and embedded in our culture. 

We have also played an active role with the Energy Networks 

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The Belonging Group piloted a Microaggressions and 

Workplace Boundaries course which is now being rolled 

out across all our employees. This will increase their 

understanding of microaggressions and the impact that they 

have on individuals and deepen the understanding of banter 

and when it crosses a line into bullying. 

Association (ENA) in developing their DEI charter. This will 

benefit the whole energy industry by focusing on; attracting 

a diverse pipeline of talent and ensuring that our industry is 

seen as a sector where everyone is welcome and can thrive. 

 
 
 
 
 
ii) Employee engagement 

iii) Training

We engage and consult regularly with employees to make 

As the ESO is going through a period of significant growth 

sure they are up-to-date on the Company’s performance, 

linked to the expansion of our role as the Energy Future 

plans and priorities and give them the opportunity to raise 

System Operator and the journey to Net Zero, we are  

questions or concerns.

We also conduct an annual employee engagement survey, 

providing an opportunity for all our employees to share their 

views on the employee experience at the ESO and providing 

ensuring that we have the capabilities we need now and  

into the future. In 2021/22 we focused colleagues on 

prioritising their development and moving towards a more 

learning-centric culture.

the Board with a barometer of the workforce’s confidence 

We launched an online People and Capability hub that will 

in the strategic direction, optimism for the future, overall 

help colleagues on their learning journey and in thinking 

engagement and pride in the organisation.

about their career aspirations within the ESO. We have 

Given the impact of the Energy Future System Operator 

consultation on the future working conditions of ESO 

employees, we took additional steps to ensure that their 

views were incorporated into the ESO’s official response,  

centralised these new development resources. This hub 

contains all the recommended learning material, new and 

existing, to develop the required ESO capabilities, making  

it easy to find upskilling resources. 

as well as a supplementary report, shared with BEIS and 

We also developed two new foundational e-learning modules 

Ofgem, reflecting views expressed in interviews, surveys 

for new starters: Introduction to Power System Operations 

and focus groups over Summer 2021.

and an Introduction to the Electricity Industry to help 

We’ve continued to face challenging working conditions 

throughout 2021/22 due to the changing response to the 

colleagues understand the wider context that we operate  

in and to onboard new starters more effectively.

Covid-19 pandemic. Engagement with staff throughout this 

In addition to these, we have created an engaging Career 

has been paramount in importance. The Executive Team has 

Map, a visually compelling representation of the diversity  

continued to work with the Board to improve engagement, 

of careers in the ESO. This interactive tool also shares a  

remove barriers and create a positive working environment 

more detailed view of what careers in engineering, data  

for all. New initiatives include refreshing laptops, encouraging 

and commerciality could look like and support on 

discussions on returning to the office and hybrid working,  

development planning so that candidates and colleagues  

and introducing new development opportunities through 

can get a detailed understanding of the many and varied 

different mediums. Regular all employee calls, leadership 

career options available at the ESO.

calls and visibility sessions have continued to have positive 

impact, and will be sustained as an effective communication 

iv) Rewards and benefits

channel. These actions have led to an increase across 

By developing our people and providing a wider programme 

all indexes in the recent 2022 Grid:Voice survey; the 

engagement score increased from 78% to 80% and 

of benefits, we aim to have an engaged and productive 

workforce. To attract and retain employees, we make sure 

enablement from 70% to 72%. Of particular note is the  

our remuneration package is both fair and competitive. We 

Safe to Say index, up 10% to 79% in the year demonstrating 

do this in line with National Grid processes through a regular 

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the positive impact these actions have had.

review of our salaries and benefits against appropriate peer 

groups to make sure we remain competitive in the relevant 

market. The primary focus for reward comparisons is UK 

general industry and energy services companies; these peer 

groups are considered appropriate for a large, complex and 

predominantly regulated business.

 
 
 
 
 
 
 
 
 
 
To ensure fairness from both external and internal 

We organised welcome-back initiatives focusing on bringing 

perspectives, we review salaries annually and broadly target 

people together again and promoting wellbeing. 

mid-market total remuneration levels of our peer group. 

In addition to market data, we also consider factors such 

as business performance and individual contribution, the 

individual’s skills and experience, scope of the role and 

include any changes in responsibility.

Furthermore, while pay increases are generally aligned to 

salary increases received by the wider workforce (other 

Company employees) and to market movement, increases 

above this may be made at the company's discretion. This 

may include circumstances such as a significant change in 

responsibility, progression if more recently appointed in the 

Safety remains our priority therefore when government 

guidelines change, we respond quickly with action and 

communication. This reflects our value to do the right thing. 

We have almost doubled the number of Wellbeing champions 

across the ESO to help raise awareness of topics, facilitate 

campaigns and cascade key messages across the business. 

“Managing mental wellbeing in the workplace” training 

has been assigned to all managers to provide important 

knowledge on how to recognise signs and symptoms of poor 

mental health and what actions to take to address issues. 

role, and broad alignment to mid-market values.

vi) Employee regulation

v) Health and safety

The safety of our employees is of paramount importance. 

This includes mental and physical health and wellbeing of  

our employees as they work from home, in the office, work 

shifts and operate in a rapidly changing and challenging 

Our values, outlined on Page 9 help to guide our strategy, 

decisions, processes and culture. The values are defined in 

the National Grid Group ‘Code of ethical business conduct’ 

and outline the behaviour we expect of all our employees, 

from the Board down.

industry. The ESO has been carefully tracking the direct and 

The Board has adopted the National Grid standards and 

indirect impact of the Covid-19 pandemic on its employees  

policies for governance, human resources, finance, digital risk 

as well as introducing measures and providing guidance on  

and security, safety, health and environment, procurement, 

a wide range of fronts to help protect and support them. This 

anti-slavery and human trafficking, and anti-fraud and 

includes protective measures for those critical or vulnerable 

bribery. All employees undertake training to embed the 

workers that cannot work from home, redeploying teams 

principles into our culture and values. 

to other areas of the business to support prioritised work, 

helping those with caring responsibilities and allowing time 

off work to support volunteering efforts.

Senior management submit an annual declaration confirming 

the steps they have taken during the year to promote a 

positive ethical culture in line with the requirements of the 

Changes in the workplace and working practices due to 

Ethics Business Management System and that all employees 

the pandemic, led us to create a forum called Build Back 

are aware of the ‘Code of Ethical Business Conduct’ and 

Better which was made up of volunteers from each area of 

complete its e-learning module. 

the business. The focus has been to create interventions to 

support a variety of working arrangements to support our 

employees with the transition into a hybrid way of working.

If any employee wishes to highlight any potential breaches 

to the Code of Conduct, they can contact the independent 

whistleblowing services provider and a formal investigation 

We know that flexibility is key for our employees and as 

follows, with anonymous reporting to the National Grid  

government guidelines changed in the year, we continued to 

Audit & Risk Committee. 

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be agile and adapt our support mechanisms, recognising the 

importance home working brings in terms of work life balance 

but also the benefits such as collaboration and creativity you 

gain from being together in the office. We gather employee 

insights via surveys so that we can target what will work well 

for our different employees across multiple locations. 

 
 
 
 
 
 
 
 
 
 
Our business environment 

ESO operates in a changing environment, one that is driven by concerns over climate change and the need to 

achieve Net Zero by 2050. That is why our business plans are designed to enable the transition to a flexible, low 

carbon energy system. Our operating environment is regulated, with our business plans developed in collaboration 

with stakeholders and reviewed by Ofgem.

21/22 H1

21/22 H2

22/23 H1

22/23 H2

Define future system  
architecture and design 

Engage with academia  
on new courses 

Start data platform 
foundation work

Data platform requirements  
and design work

Deliver first new balancing 
application components 

Develop foundational 
architecture

Deliver data platform 
foundation 

Integrate data platform with 
digital engagement platform 
and single markets platform 

Commence build of 
restoration decision  
support tool

Establish proof of concept 
for Distributed Restart

Trial day-ahead frequency 
response market. Delivered 
week ahead Frequency 
Response auction trial

Day-ahead response market 
integrated with foundational 
single markets platform

Deliver new core situational awareness tool 

Run new university modules in system operation 

Deliver full capability of new situational 

awareness tool

Further iterations based on priority needs

Training integrated with new situational 

Fully integrated training and  

awareness capability

simulation capability

Integrate data platform with  

enhanced balancing tool

Integrate data platform with new situational 

awareness tool

Continued data platform expansion

Deliver restoration decision support tool

Distributed resources able to fully  

provide restoration services

Single day-ahead response and reserve market

Single integrated platform for ESO markets 

Design and implement reformed reserve products 

Reserve products integrated with foundational 
single markets platform

Enhanced balancing  

capability delivered

Ability to schedule and dispatch  

all parties 1MW and above

Training integrated with new  

balancing capability

ESO facilitating annual  

assurance process against  

new restoration standard

Start balancing and wholesale  

market review

Communication next steps  
to reactive procurement 

Stakeholder engagement 
and consultation on the 
process to amend our codes

Create and consult with 
stakeholders on plan to deliver  
the transformed codes process

Licence changes to support 
transforming the process to 
amend our codes

Transform the process to  
amend our codes - go-live

Minimum Viable Product delivery of platform

Implement change to codes required 

to create whole system Grid Code. 

Implement digitalised grid code - 

dependent on external stakeholder

Digitalised Whole System Grid code

Further development and 
testing of the hub with 
customers

Implementation of phase 1  
of the  
connections hub

WPD & SSE-N  
‘N-3’ Intertrip RDP

NOA 2024 makes 
recommendations on future 
end of life asset replacement

Generation Export Management Scheme 
(GEMS) RDP

South East (UKPN) MW dispatch RDP

Publication of roadmap for national roll-out

Midlands Storage (WPD) MW dispatch RDP

South West (WPD) MW dispatch RDP

Connection wider works trials, in selected 
geographic regions, in NOA

Implement stability assessment tool

Constraint management 
pathfinder phase 1 
progressed

Implement improved tender approaches that 
enable more participants to enter the market

Share FES building  
block data

Develop and share data 
reports and insights (with 
DNOs) to develop regional 
assumptions

Implement new energy demand model

Support framework change 
to reduce barriers to entry

Support framework change  
to reduce barriers to entry

Improve tender processes  
and identify new areas of  
system need

Engage with DNOs on their 
ED-2 plans and with the 
Open Networks project

Engage with DNOs on their  
ED-2 plans and with the  
Open Networks project

Phase 2 of the connections hub

Further RDP (to be determined) finished

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i) Our business plans 

We are regulated by Ofgem, and in December 2020 Ofgem delivered their final determination on our next price 

control period (known as RIIO-2). The table below provides a high-level summary of our future RIIO-2 business 

plans, and you can read the full detail here.

23/24 H1

Enhanced balancing  
capability delivered

Ability to schedule and dispatch  
all parties 1MW and above

Training integrated with new  
balancing capability

23/24 H2

24/25

25/26

Deliver full capability of new situational 
awareness tool

Further iterations based on priority needs

Training integrated with new situational 
awareness capability

Fully integrated training and  
simulation capability

Start data platform 

foundation work

Data platform requirements  

and design work

Integrate data platform with  
enhanced balancing tool

Integrate data platform with new situational 
awareness tool

Continued data platform expansion

ESO facilitating annual  
assurance process against  
new restoration standard

Start balancing and wholesale  
market review

Implement change to codes required 
to create whole system Grid Code. 
Implement digitalised grid code - 
dependent on external stakeholder

Deliver restoration decision support tool

Distributed resources able to fully  
provide restoration services

Digitalised Whole System Grid code

Phase 2 of the connections hub

Further RDP (to be determined) finished

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In April 2022 we submitted our draft updated plan for the ESO RIIO-2 Business Plan 2, to cover the next stage of the  

five-year RIIO-2 period. Whilst the ESO’s work is governed by our 2019 RIIO-2 Business Plan and the funding 

associated with it, due to the unprecedented level of change in the energy sector, Ofgem have allowed the ESO to 

break the five-year RIIO-2 period (2021-2026) into smaller planning cycles, so that we can respond more effectively  

to these changes.

This draft RIIO-2 Business Plan 2 incorporates new government targets into its planning, including the government’s 

target for the delivery of a Net Zero electricity network by 2035 and implementing Early Competition, and outlines 

how the ESO will work to deliver these targets, including through our refreshed mission and ambitions.

Alongside the publication of the draft updated plan we have also set out an initial cost and plan for the work we  

Implement new energy demand model

will now undertake to deliver the Energy Future System Operator. You can view the ESO RIIO-2 Business Plan 2  

and Energy Future System Operator (Annex 5) documents here.

Define future system  

architecture and design 

Engage with academia  

on new courses 

Deliver new core situational awareness tool 

Run new university modules in system operation 

Deliver first new balancing 

application components 

Develop foundational 

architecture

Deliver data platform 

foundation 

Integrate data platform with 

digital engagement platform 

and single markets platform 

Commence build of 

restoration decision  

support tool

Establish proof of concept 

for Distributed Restart

Trial day-ahead frequency 

response market. Delivered 

week ahead Frequency 

Response auction trial

Day-ahead response market 

integrated with foundational 

single markets platform

Single day-ahead response and reserve market

Single integrated platform for ESO markets 

Design and implement reformed reserve products 

Reserve products integrated with foundational 

single markets platform

Communication next steps  

to reactive procurement 

Stakeholder engagement 

and consultation on the 

Create and consult with 

stakeholders on plan to deliver  

Licence changes to support 

transforming the process to 

process to amend our codes

the transformed codes process

amend our codes

Transform the process to  

amend our codes - go-live

Minimum Viable Product delivery of platform

Further development and 

Implementation of phase 1  

testing of the hub with 

of the  

customers

connections hub

WPD & SSE-N  

‘N-3’ Intertrip RDP

NOA 2024 makes 

recommendations on future 

end of life asset replacement

Generation Export Management Scheme 

(GEMS) RDP

South East (UKPN) MW dispatch RDP

Publication of roadmap for national roll-out

Midlands Storage (WPD) MW dispatch RDP

South West (WPD) MW dispatch RDP

Connection wider works trials, in selected 

geographic regions, in NOA

Implement stability assessment tool

Constraint management 

pathfinder phase 1 

progressed

Implement improved tender approaches that 

enable more participants to enter the market

Support framework change 

to reduce barriers to entry

Support framework change  

to reduce barriers to entry

Improve tender processes  

and identify new areas of  

system need

Engage with DNOs on their 

Engage with DNOs on their  

ED-2 plans and with the 

Open Networks project

ED-2 plans and with the  

Open Networks project

Share FES building  

block data

Develop and share data 

reports and insights (with 

DNOs) to develop regional 

assumptions

 
 
 
 
 
 
 
 
 
 
 
 
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ZERO
CARBON

Our commitment to being  
a Responsible Business 

In today’s world, Business needs to be a positive force for good. 

This belief is central to the way we work and why we do what we 

do. Businesses are a key part of their communities, and we believe 

they should leave a positive legacy for future generations. At the 

ESO, we work hard to exceed the expectations of our customers, 

shareholders and communities. We are passionate about 

operating our business in an environmentally responsible way.  

It is the right thing to do – for society and for us. Sustainability 

shapes our thinking and decision-making. It means we aim 

to run our business as efficiently as we can, provide value for 

our customers, and protect the environment. For us, being a 

Responsible Business means being a good citizen and driving 

social change, which covers every aspect of our work. What we  

do helps to underpin the prosperity of our communities. 

In October 2020 the ESO adopted the National Grid Group 

Responsible Business Charter and this year we are including new 

metrics in our Annual Report and Accounts below, to enhance the 

visibility of our progress across our five areas of focus: 

1. The environment 

We will enable a fair and affordable transition to a clean energy 

economy and reduce our own emissions.

Our biggest impact in this area is our ambition to be able to 

operate carbon free by 2025. This year we saw ground-breaking 

projects come forward to move us along this path. These include 

Dynamic Containment, the first in a suite of new fast-acting 

electricity market products, which is boosting the network’s ability 

to respond rapidly to disturbances in the flow of energy around 

the grid, and the Regional Development programme, where we are 

working with regional networks to help the generators connected 

to them access the network and provide a wider range  

of services. 

In 2018 we developed an internal Environmental Sustainability 

Business Management Standard (BMS) that brings together the 

commitments from our Responsible Business ambitions and our 

Environmental Policy. This gives clarity to all our employees and 

puts sustainability at the heart of our environmental management 

systems. Since then we have been hard at work each year to drive 

down waste in our offices and take excellent care of our land.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
We are working with the global electricity community on 

 Reducing greenhouse gas emissions is very important for 

the path to Net Zero. Last year we set up the Global Power 

us. We have committed to implementing the Task Force on 

System Transformation consortium (G-PST) to work with 

Climate-related Financial Disclosures’ recommendations, 

other system operators on decarbonising power grids. We 

demonstrating how climate change risk and opportunities are 

shared this with the world at COP26 and have also been 

central to our thinking, with clear targets to measure progress. 

supporting international efforts through Mission Innovation 

to demonstrate that by 2030 power systems in different 

geographies and climates are able to effectively integrate up 

to 100% variable renewable energies in their generation mix.

The ESO are tracking our emissions and will be working year 

on year to reduce these. The data for FY22 is set out below 

against the FY21 comparator. Whilst this comparator is 

heavily affected by the impact of the coronavirus pandemic, 

Alongside those activities, we have established the 

our emissions are still down versus long-term benchmarks. 

Engineering Advisory Council, containing members from 

We will continue to work hard to be a more sustainable 

academia and European Transmission System Operators 

organisation as we work toward the zero carbon operation  

with the aim to direct research into the engineering challenge 

of Great Britain’s electricity transmission network.

of zero carbon grid operation.

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Data explaining our Responsible Business approach to the environment:

Metric

FY21

FY22

ESO energy consumption (Gas & Elec)

11.6 GWh

11.2 GWh

Energy consumption (Gas & Elec) per person 

0.01 GWh pp

0.01 GWh /pp

Scope 1 – Building heat & Business vehicles  

348 tonnes CO2e

208 tonnes CO2e

Scope 2 – Electricity 

1,065 tonnes CO2e

1,121 tonnes CO2e

Scope 3 – Purchased services, Flights & Other travel 

57,262 tonnes CO2e

207,934 tonnes CO2e

Total ESO employee miles travelled by air 

11,560 miles

68,237 miles

ESO employee miles travelled by air per person

14 miles pp

77 miles pp

% of electric mgmt. vehicles (Mgmt. company car fleet)

60%

65%

Total office waste

Office waste per person

68.3 tonnes

90.7 tonnes

0.08 tonnes pp

0.10 tonnes pp

Waste diverted from landfill

100%

98%

 denotes FY22 metric included within PwC's limited assurance scope, see note on page 40.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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Case Study

Earlier this year the Science Based Targets initiative (SBTi) provided official validation of the ESO’s 
emissions reductions target, finding that they aligned to the most ambitious targets of keeping  
global warming to 1.5°C above pre-industrial levels for Scope 1 and Scope 2 emissions reductions. 
This places the ESO in a strong position to continue to advocate for emissions reductions across  
the energy industry and demonstrates our commitment to delivering a Net Zero future.

2. Our communities 

We will deliver sustainable energy safely, reliably 

and affordably. The ESO is part of the fabric of the 

communities we serve – we keep the lights on, we keep 

homes powered, we help economies to thrive. We are an 

operator, an employer, and we use local suppliers. We 

support our communities with the time and expertise of 

our people, and through corporate giving programmes.

Two years ago we introduced a community fund to help 

local communities during the pandemic. In 2020 we 

donated £85,000 and in May 2021 we donated £100,000 

Data explaining our Responsible Business 
approach to our communities:

Metric

No. of young people given access 
to skills training

Volunteering hours

ESO contribution to UK consumer 
electricity bills

Service Quality – Number of 
Voltage & Frequency Excursions

FY21

0

0

FY22

100

63

£1.61 
(0.14% on 
average)

£1.80  
(0.15% on 
average)

0

0

to fund projects close to our employees' communities, 

Lost time injury frequency rate

0.0%

0.0%

predominantly surrounding the Warwick and Wokingham 

sites such as a food bank, a children’s hospital, a 

community centre and other care services. In May 2022 

we ran a third funding round and allocated a further 

£100,000 to support local projects.

ESO are tracking the impact on its communities.  

The data for FY22 is set out below against the  

FY21 comparator. 

 denotes FY22 metric included within PwC's limited assurance scope, see note on page 40.

Case Study

In 2021 we again supported our local  
communities through the ESO Community  
Fund, with a particular focus this year on 
supporting efforts to combat food poverty,  
with 8 of the 18 organizations supported  
focused on these efforts.

Food is something that so many of us take  
for granted but the UK’s food poverty rate is 
among the highest in Europe. Nearly six million 
adults and 1.7 million children were struggling  
to get enough food between September 2020  
and February 2021.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3. Our people 

Case Study

We will develop the right skills to enable and accelerate the 

energy transition and strive to build a diverse work force and 

inclusive culture. To make sure we have the right skills to 

meet the challenges of the future and deliver on our ambitious 

RIIO-2 business plan, we will be recruiting c150 roles across 

Warwick and Wokingham in the next year. You can read more 

about our commitment to our people on pages 29-31. 

Data explaining our Responsible Business 
approach to our people:

Metric

FY21

FY22

Ethnic diversity of senior leadership

20% 18%

Gender diversity of senior leadership  
(% female)

50% 36%

Ethnic diversity of workforce

30% 30%

Gender diversity of workforce (% female)

35% 36%

Managers completing mental health 
support training 

91% 100%

Living Wage Paid

100% 100%

Employee engagement score (Grid:Voice)

78% 80%

Employee enablement score (Grid:Voice)

70% 72%

Mean ‘base’ gender pay gap

12.6% 12.0%

Mean ‘incentive’ gender pay gap

(5.9)% 20.3%

ESO CEO to Median remuneration ratio

10:1

9:1

Bright Green Future (BGF) is an environmental 
leadership & empowerment programme for 
young people, aged 16 to 19, across the UK.  
It is provided at no cost to ensure it is accessible 
and inclusive, enabling us to bring together  
a diverse cross section of society. In 2021/22  
the ESO’s partnership with BGF has enabled 
c.100 students to develop their skills and 
ambition to pursue environmental careers.  
Six ESO employees participated in delivery  
of the programme.

BGF is centred around a carefully curated 
programme of in-person and online activities 
giving students the skills, confidence, and 
connections for their journey towards a 
meaningful energy or environmental career 
and enabling them to bring a sustainability 
perspective to every job. By partnering with  
the Centre for Sustainable Energy in the 
delivery of BGF we will contribute to the ESO’s 
Responsible Business targets and support our 
ambitions including:

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•  Increase employee volunteering hours.  

Through volunteering, our people will help 
equip the next and future generations to 
participate in the clean energy transition.

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•  Develop skills for the future, with a focus on 

lower income communities, providing access  
to skills development for young people.

•   Achieve greater diversity in all ESO new  

talent programmes.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4. The economy

Case Study

Our economic contribution to society comes primarily 

through delivering secure and reliable electricity. We power 

businesses and homes, and partner with regulators, our 

business partners, suppliers and other key stakeholders.  

We make sure energy reaches homes and businesses safely, 

reliably and efficiently. But our contribution as a responsible, 

purpose-led business also comes as an employer, a tax 

contributor, a business partner, a community partner and a 

member of the B Team movement. Commitments include:

•  Maintain reinvestment in our infrastructure and show the 

consumer benefits of our delivery plans;

•  Continue to invest in developing technologies and 

innovations that benefit the industry and society;

•  Meet or exceed the B Team Responsible Tax Principles;

•  Work across our supply chains to ensure that, together,  

we reflect the diversity of the communities we serve;

•  Continue to influence our supply chain to operate as 

Responsible Businesses.

Data explaining our Responsible Business 
approach to the economy:

In November the ESO announced innovation 
plans to create a Virtual Energy System to 
support future industry collaboration through 
shared data to best support the transition to  
Net Zero.

The Virtual Energy System will combine  
a series of digital twins, replicas of existing 
physical components that are capable of 
accurately recreating in real time the conditions 
we face in managing the electricity transmission 
network and the electricity markets connected  
to the network. 

By constructing and sharing this resource  
across the industry the Virtual Energy System  
will create a world leading tool to support 
decision making, energy forecasting and 
investment across the energy sector. Which  
will help to deliver Net Zero and will create  
long-term value for consumers and the industry.

Metric

Supplier payments made  
to contractual terms

FY21

81%

Suppliers with a carbon 
reduction target

Data 
unavailable

Corporation tax (received)/paid

£(10)m

FY22

84%

74%

£17m

£7m

Other taxes paid

VAT collected

Innovation spend

Employment (jobs at 31 March)

£7m

£669m

£763m

£7m

818 

£8m

884 

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5. Our governance 

We will make sure our governance mechanisms reflect 

our values and commitments, and that the principle of 

responsibility guides us in everything we do. This approach 

covers nine areas of focus and is common across National 

Data explaining our Responsible Business 
approach to anti-bribery and corruption:

Metric

Employees completed anti-fraud 
and bribery training

FY21

99%

FY22

100%

Grid Group.

Human rights 

Governance and oversight 

Respect for human rights is incorporated into our 

We regularly review our framework to be sure procedures 

employment practices and our values, which are integral to 

remain proportionate to the principal risks. The National Grid 

our Code of Ethical Business Conduct. 

Our Global Supplier Code of Conduct (GSCoC) makes sure 

our suppliers comply with all legislation relating to their 

business, as well as the principles of the United Nations 

Global Compact, the International Labour Organisation 

Minimum Standards, the Ethical Trading Initiative Base Code, 

and the UK Modern Slavery Act 2015. For UK suppliers we 

also include the requirements of the Living Wage Foundation. 

Group Ethics and Compliance Committee (ECC) oversees 

the Code of Ethical Business Conduct and awareness 

programmes. Cases alleging bribery are referred to the 

ECC so its members can make sure cases are investigated 

promptly and acted on. Lessons learnt are communicated 

across the business. 

Data explaining our Responsible Business 
approach to Governance:

Preventing modern slavery 

Metric

We expect our suppliers to be compliant with the Modern 

Gender diversity of the Board

Slavery Act and to publish a Modern Slavery Statement 

if required. Each year National Grid updates the Group's 

Modern Slavery statement and publishes this online here.  

The Statement is independently reviewed by the Business 

Ethnic diversity of the Board

Anti-bribery policy 

FY21

50%

0%

FY22

50%

0%

and Human Rights Resource Centre. 

The National Grid Group Policy Statement ‘Anti-Fraud and 

National Grid is a member of the United Nations Global 

Compact Working Group, focusing on Modern Slavery,  

and is working with Achilles to develop a community 

approach to the issue and review our procurement process, 

so that modern slavery criteria and identifying risks, forms 

part of our sourcing process. 

Anti-bribery and corruption 

In National Grid there is a company-wide framework of 

controls to prevent and detect bribery. We thoroughly 

investigate all allegations of ethical misconduct and, where 

appropriate, take corrective action and share learnings.  

We record trends and metrics – only a small percentage of 

these relate to bribery or corrupt practices, so we do not 

consider them to be material for reporting purposes. 

Bribery’ sets out our zero-tolerance approach. It applies 

to all permanent employees, temporary agency staff and 

contractors. To make sure of compliance with the UK 

Bribery Act 2010, we conduct annual fraud and bribery risk 

assessments. We have an e-learning course for all employees 

setting out our zero-tolerance approach.

Whistleblowing 

Confidential external whistleblowing helplines are available 

24/7 to all employees so concern can be reported 

anonymously. This helpline is publicised internally and on 

the external website. Our policies make it clear that we will 

support and protect whistle-blowers and any retaliation  

will not be tolerated. This process is a shared service  

within National Grid Group and there is also an independent 

mechanism for reporting System Operator Financial 

Information concerns, for issues arising due to  

legal separation. 

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Ethical business conduct 

Our Code of Ethical Business Conduct sets out the standards and behaviours  

we expect from all employees. It is issued to all employees and is supported by  

a communication and training programme to promote a strong ethical culture.

Data explaining our Responsible Business approach to ethical 
business conduct:

Metric

Employees completed ethics training and 
compliance statement 

FY21

94%

FY22

99%

Suppliers 

Our Supplier Code of Conduct sets out our requirements that have procedures 

in place to prevent and detect bribery and corruption, in accordance with all 

applicable local, state, federal or national laws or regulations, including the  

UK Bribery Act 2010. We provide guidance and briefings for high-risk areas,  

so contractors, agents and others acting on behalf of ESO do not engage in any 

illegal or improper conduct. The National Grid Group Procurement team carries 

out regular supplier screening to identify any requirements for prosecutions or 

sanctions within our supplier base. 

Compliance framework 

All business areas in the ESO and across National Grid Group support functions 

are required to consider their specific risks and maintain a compliance framework, 

setting out their controls to detect and prevent bribery. As part of our compliance 

procedure, the ESO assesses its controls and provides evidence that supports  

its compliance.

Assurance

We engaged PricewaterhouseCoopers LLP (PwC) to undertake a limited assurance 

engagement using the International Standard on Assurance Engagements 

(ISAE) 3000 (Revised): ‘Assurance Engagements Other Than Audits or Reviews 

of Historical Financial Information’ and ISAE 3410: ‘Assurance Engagements on 

Greenhouse Gas Statements’. PwC have provided an unqualified opinion in relation 

to the KPIs that are identified with the symbol  and featured on page 35-36. 

A limited assurance engagement is substantially less in scope than a reasonable 

assurance engagement in terms of the risk assessment procedures which include 

an understanding of internal control, as well as the procedures performed in 

response to the assessed risks. Non-financial performance and, in particular, 

greenhouse gas quantification is subject to more inherent limitations than  

financial information. It is important to read the Responsible Business information 

in this report in the context of PwC’s full limited assurance opinion and the  

ESO Responsible Business Reporting Methodology document, which can be 

found here. 

For reference, the National Grid Responsible Business Report can be found here.

 
 
 
 
 
 
 
 
 
i

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Internal control and risk management

The Board is committed to protecting and enhancing the ESO’s reputation and 

assets, while safeguarding the interests of our stakeholders. The ESO is exposed 

to threats, opportunities and uncertainties that could impact its financial situation, 

its operational results, and its reputation. The ESO’s risk management and control 

framework is in place to identify, assess, manage, monitor and escalate risks and 

ensure internal controls are implemented to provide mitigation. The Board sets and 

monitors the amount of risk the ESO is prepared to seek or accept in pursuing its 

strategic objectives through the implementation of its risk appetite.

The Audit and Risk Committee is responsible for overseeing the effectiveness 

of ESO’s risk management framework and the Board is responsible for the 

appropriate identification of our principal risks and the effective implementation  

of mitigating activities for these. 

i) Risk management process

The ESO accepts that it is not possible to identify, anticipate or eliminate every risk 

and that taking appropriate risks is an inherent part of doing business. However, 

the risk management process provides assurance that we understand, monitor 

and manage the key risks and uncertainties we face in delivering our objectives.

The ESO has an approved Risk Management Framework in place which is 

supported by risk champions who aid the business in its application. The ESO 

identifies appropriate risk owners to be accountable for controlling and mitigating 

their respective risks.

Our risk profile contains the risks that cover the enterprise activities of our 

business, of which the ESO had identified 9 Principal risks in April 2021 reducing to 

7 by the end of March 2022. These Principal risks are agreed through discussions 

with the Executive Team and the Board. The risks are reported and debated with 

the Executive Team and the Board on a regular basis. We report on our enterprise 

risk landscape quarterly to the Audit and Risk Committee and conduct at least 

monthly dashboard reporting. 

 
 
 
 
 
 
 
 
 
 
 
 
 
ii) Risk appetite

The ESO operates a 3-point appetite framework for which there have been no changes 

through the year. As a result of our risk framework review in 2021/22 (more details in 

iv) we are moving to a five point scale (Averse through to Risk taking) from April 2022 

and taking the opportunity to lift appetite up to the highest level. The Board’s appetite 

continues to be used by the business to help assess risks. 

iii) Top down, bottom-up assessment 

The ESO has a ‘top-down, bottom-up’ approach where all key business areas 

identify key risks. Each risk is assessed by considering the financial, operational and 

reputational impacts, and how likely the risk is to materialise. The risk owner identifies 

and implements mitigation, to manage and monitor the risks. The most significant 

risks are highlighted in our executive risk profile and reported to the Audit and Risk 

Committee and the Board. 

iv) Changes during the year

The Board undertook a detailed horizon scanning, emerging risk and current risks 

landscape workshop in July 2021, the outputs of which were used to validate and 

enhance the existing principal risks and control frameworks. In addition, the Board 

approved a review of the risk framework focusing on the risk taxonomy, principal risks, 

Board appetite and supporting risk tolerance ranges. This review was completed in 

March 2022 and will be implemented in April 2022 and does not introduce any material 

change in appetite allocation. From April 2022 we will move to 14 Principal risks (from 

7) with a further 2 under development and 13 appetite categories (from the equivalent 

of 11 in 2021/22). 

The ESO has built a risk reporting tool, which is fed from the enterprise risk 

management system. The reporting tool enables risk and control owners to  

select from various risk indicators and performance measures to help inform  

decision making. 

While our principal risks continue to evolve, the underlying focus of these risks  

have remained static through the year. We have introduced a new Trusted Partner  

risk and evolved our previous ‘RIIO-2 Readiness’ risk into the current ‘Delivering  

RIIO2 Commitments’ risk. The risk and control material provided in this report is  

as at year end 2021-2022. The ESO Board approved a new risk framework, including 

new principal risks with effect from April 2022 which will be provided in next  

year’s report.

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Principle Risk

Description

Mitigation

ESO Critical 
National 
Infrastructure 
(CNI) systems

Significant Energy 
Disruption

Ensuring our CNI systems remain 
available and resilient to malicious 
or other threats. Maintaining and 
transforming these systems to 
facilitate the needs of our customers 
now and in the future

The ability for the ESO to predict 
and respond to significant 
disruption of electricity energy  
that adversely impacts our 
customers and/or the public

ESO Cashflow

Power Systems 
Transition

Our role in undertaking industry 
revenue management could 
negatively affect ESO cashflow  
in the short to medium term

Failure to adapt as the power 
system transitions to be more 
sustainable leads to high costs  
and or system security issues

•  Established cyber security monitoring and testing;
•  Active system health monitoring;
•  Tactical upgrade programmes;
•  Strategic system change programmes are in flight.

•  Long and short-term energy forecasting and market 

information provision;

•  Network design and analysis;
•  Codes and obligation management;
•  Emergency exercises and industry testing.

•  Governance and testing;
•  Strong credit management process;
•  Significant credit facilities;
•  Bad debt management and recovery;
•  Sox controls.

•  Strategic programmes have been set up to focus  

on the following:

- Whole System
- Zero Carbon Operation
- Competition Everywhere

•  Proactive engagement to shape policies and public 

debate to ensure stakeholders understand the role of the 
ESO in a decarbonsied system.

Trusted Partner

Failure to identify, develop and 
engage our differing stakeholders  
in a way that is tailored to them

Delivering RIIO2 
Commitments

Ensuring we meet our commitments 
set out within our ambitious RIIO2 
business plan 

•  Public affairs & Policy strategy;
•  Strategic engagement strategy;
•  Customer experience strategy;
•  Trusted partner road map.

•  Annual Business Plan;
•  ESO Programme Review Board;
•  Portfolio Assurance Programme;
•  ESO Design Authority.

Business 
Resilience

Inability to respond to an event 
outside the ESO’s initial control 
(Excludes CNI)

•  Compliance with ISO22301 and internal Business 

Management Standards for data management and 
business continuity management;

•  Regular testing;
•  IT support contracts and monitoring for key systems;
•  Provision of equipment and systems to enable  

remote working.

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 v) Assurance 

Corporate Audit provide independent assurance to the Audit and 

Risk Committee as to the effectiveness of controls put in place to 

mitigate risks. Internal Assurance is in place to support the first line 

improve the maturity of their risk and control landscape.

 
 
 
 
 
 
 
 
 
 
 
 
 
Financial review

Revenue for the year 2021/22 was £3,486m (2021: £2,127m) with an adjusted 

operating profit of £50m and operating profit of £21m (2021: adjusted operating 

profit £62m and operating profit £41m). The reduction in adjusted operating 

profit of £12m reflects an increase in intangible asset impairments of £8m  

and a £7m cumulative adjustment against intangible assets for previously 

capitalised customisation and configuration of cloud computing arrangements. 

Further details relating to the collection of revenues can be found in Note 2  

of the financial statements.

As a result of high gas prices, we saw increased balancing costs in the Autumn and Winter period. This is reflected 

in increased Balancing Service Use of System (‘BSUoS’) costs in 2021/22, which are pass-through in nature, with 

Revenue up by £1,359m in 2021/22.

We worked with industry and Ofgem on a financial support 

RIIO Price Control

As we operate as a monopoly, our business is regulated by 

Ofgem. The regulator puts in place an incentive regime that 

ensures our interests are aligned with those of customers  

and society. 

Ofgem’s regulatory regime for the energy industry is titled 

RIIO, which stands for Revenue = Incentives + Innovation  

+ Outputs. It is designed to encourage companies to invest  

in efficiency and innovation.

package relating to BSUoS charges. We provided temporary 

support to Suppliers and Generators to defer the payment  

of an element of the Winter excess BSUoS costs because  

of high gas prices. This cost £44m and will be recovered  

in the coming financial year 2022/23.

Bad debts increased in the year because of the 

unprecedented increase in gas prices in the Autumn.  

26 customers went bankrupt during the period against  

2 in the prior year. This cost £19m in 2021/22 compared 

to bad debts in the prior year of £3m. This amount is fully 

recovered through RIIO-2 revenues.

Our funding position continues to be strong and we are 

carefully monitoring our liquidity and working capital. 

Our balance sheet at 31 March 2022 showed cash, cash 

equivalents and financial investments of £269m up from 

£216m at 31 March 2021 and we had undrawn external 

facilities amounting to £550m.

Our position and that of the market will continue to be 

monitored closely throughout the duration of the current  

high gas prices and geopolitical situation. 

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RIIO-2

The RIIO-2 price control period started on 1st April 2021 and 

introduced a new bespoke funding framework for the ESO. 

The framework builds on the existing regulatory funding 

arrangements already in place for network companies, 

whereby licensees earn an allowed return on their Regulated 

Asset Value (RAV), but also provides additional funding for 

risks and activities that do not have an associated RAV. 

Additionally, the ESO funding framework has been designed 

to encourage the ESO to be agile and adapt quickly to market 

In the year, RAV grew by 23% driven by slow money 

expenditure (capital expenditure) and inflation adjustments in-

line with CPIH offset partly by regulatory depreciation. 2022 

Opening RAV was adjusted for the inclusion of the Electricity 

National Control Centre from the start of the RIIO-2 period, 

following refreshed guidance. This accounts for the full 

variance to the closing balance of £222m in 2021.

evolution through the introduction of a passthrough funding 

Opening Regulated Asset Value (RAV)

approach for efficiently incurred expenditure. Finally, the 

Asset additions (slow money) (actual)

framework incentivises the ESO to deliver on its ambitions 

and to provide value for money for consumers through the 

inclusion of incentive scheme.

Performance RAV or assets created

Inflation adjustment (CPIH)

Depreciation

Closing RAV

Every year allowed revenue to fund an efficient level of 

expected costs ("totex") is split between RIIO "fast" and 

"slow" money categories using specified ratios that are 

fixed for the duration of the price control period. Fast money 

represents the amount of totex we can recover in the year of 

expenditure. Slow money is added to our Regulatory Asset 

Value ("RAV"). In each year we can recover a portion of the 

RAV (regulatory depreciation) and a return on the outstanding 

RAV balance. 

2022 
£m
240 

2021 
£m
211

97 

– 

15

58

1

3

(56)

(51)

296  222

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Brexit

Brexit has not posed a key risk for the ESO. Mitigating action 

during the Brexit transition phase regarding our access 

to energy markets supported our ongoing activities, and 

negotiations around shared technology and platforms will 

continue to be monitored with the risks and uncertainties 

managed through our existing risk processes, particularly 

regarding access to exchange replacement reserves. 

Use of adjusted profit measures 

In considering the financial performance of our business,  

we analyse each of our primary financial measures of 

operating profit, profit before tax and profit for the year 

Reconciliation of adjusted profit measures

Reconciliation of adjusted operating profit to 
total operating profit:

Years ended 31 March

Operating profit

Timing in respect of BSUoS revenues 

Adjusted operating profit

2022 
£m
21

2021 
£m
41

29

50

21

62

attributable to equity shareholders, into two components. 

There were no exceptional items or remeasurements included 

The first of these components is referred to as an  

adjusted profit measure, also known as ‘underlying’ 

or a ‘business-performance’ measure. This is used by 

management and forms part of the incentive target set 

annually for remunerating employees and Executive 

within operating profit and adjusted operating profit for the 

year ended 31 March 2022 (2021: nil). 

Under the regulatory arrangements the level of actual 

revenues collected from customers can differ to the allowed 

regulatory revenues. This can give rise to timing differences.

Directors. The adjusted profit measure excludes exceptional 

items, re-measurements and timing differences. These 

are reported collectively as the second component of the 

financial measures in actual profit. 

As detailed in Note 2 of the financial statements, for 'TNUoS' 

revenues we act as agent for the GB Transmission Owners 

and for certain revenues relating to UK Interconnectors.  

As agent we recognise an asset or liability for such  

We believe that by presenting our financial performance in 

timing differences. 

BSUoS revenues are based on daily calculated tariffs 

allowing revenues to collect balancing costs and most 

other regulatory allowed revenues in-line with the regulatory 

allowed revenues. £6m of allowed regulatory revenues 

were not collected in the year including bad debt costs and 

anticipated incentive awards. These will be collected in 

2022/23 and form part of the timing adjustments.

two components it is easier to read and interpret financial 

performance between periods, as adjusted profit measures 

are more comparable having removed the distorting effect of 

the excluded items. Those items are better understood when 

separately identified and analysed. 

The presentation of these two components of financial 

performance is in addition to, and not a substitute for,  

the comparable total profit measures presented. 

Management uses adjusted profit measures to monitor 

financial performance. These measures are also used by 

National Grid Group in communicating financial performance 

to its investors in external presentations and announcements 

of financial results.

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In Autumn 2021, there was a significant increase in gas prices 

Revenue

as the world began to live with Covid-19. Ofgem issued 

CMP381, an industry support scheme, to defer the impact of 

part of the increase in balancing system costs in to 2022/23. 

This resulted in £44m under-recovery of BSUoS collections 

which is reported within adjusted operating profit for 2021/22. 

This compared to a Covid-19 supplier support scheme in 

2020/21 which deferred £21m of BSUoS collections into 

2021/22, the collection of which reversed the timing in the 

current year.

Income statement commentary:

Revenue for the year ended 31 March 2022 was £3,486m 

(2021: £2,127m). The ESO is the system operator for Great 

Britain, which involves the procurement of services to 

balance the electricity transmission network. For this activity 

the company applies a BSUoS charge, which is payable by 

generators and suppliers of electricity. The ESO also holds 

the role as revenue collection agent for charges to customers 

on behalf of the owners of the transmission network. These 

TNUoS revenues are collected in accordance with IFRS 

15 and revenues are shown on a net basis. Further details 

relating to the collection of revenues can be found in Note 2 

Years ended 31 March

of the financial statements.

Revenue

Operating costs

Total operating profit

Finance income

Finance costs

Profit before tax

Taxation

Profit after tax

2022 
£m
3,486 

2021 
£m
2,127

(3,465)

(2,086)

21 

1 

(2)

20 

(7)

13 

41

1

(2)

40

(7)

33

Most revenues, £3,418m (2021: £2,076m), are earned though 

the operation and balancing of the electricity system. This 

includes recovery of costs directly incurred to balance the 

electricity system on a 'pass-through basis', recovery of 

incentive revenue and amounts allowed under our regulatory 

framework to cover the internal costs of our operations. 

The ESO Forward Plan incentive scheme outcome for 

financial year 2021-22 is expected to be £6m. The scheme 

rewards performance on progress against an ambitious plan 

to meet the ESO commitments and targets in relation to the 

future energy transformation. Under RIIO-2 performance 

is assessed at the end of the second year. The scheme is 

evaluative with the outcome determined by Ofgem following 

the recommendations of a performance panel including 

industry stakeholders. The final award for the 2-year period 

will not be known until August 2023.

TNUoS revenues of £68m (2021: £51m) reflect the  

recovery of costs we directly incur through the regulatory 

arrangement, including Ofgem licence fees and property 

rates. This includes £6m directly recovered or repaid  

to Interconnectors under their cap and floor regimes.  

Further detail on this can be found in Note 2 of these  

financial statements.

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Operating costs

Taxation

Operating costs for the year ended 31 March 2022  

The tax charge on profits before exceptional items 

were £3,465m (2021: £2,086m). Of this, £3,153m (2021: 

and remeasurements was £7m (2021: £7m) at a rate 

£1,875m) relates directly to balancing system costs which 

higher than the standard UK tax rate of 19% due to 

have increased due to lower electricity demand, high gas 

deferred tax impacts of the change in future corporation 

prices and record levels of renewable energy generation 

tax rates from 1 April 2023.

being brought onto the transmission network, which requires 

additional balancing work. Other costs of our operations 

of £229m (2021: £164m) included payroll, pensions deficit, 

licence payments and other running costs. Depreciation, 

amortisation and impairment totalled £83m for 2022 (2021: 

Statement of financial position commentary:

Commentary 

Years ended 31 March

£47m), driven substantially by depreciation of intangible IT 

Non-current assets

assets which are seeing a significant increase in the level of 

investment over the transformation RIIO-2 period as well as 

asset impairments for IT work that may no longer be required 

and a cumulative adjustment against intangible assets for 

Current assets

Total assets

Current liabilities

previously capitalised customisation and configuration of 

Non-current liabilities

cloud computing arrangements.

Total liabilities

Under the separation agreement with National Grid Electricity 

Net assets

Transmission Plc, and in accordance with the regulatory 

requirements set by Ofgem, the company paid £12m (2021: 

£12m) of pension deficit contributions into the National Grid  

Non-current assets

2022 
£m
405 

1,012 

2021 
£m
488

747

1,417 

1,235

(1,089)

(859)

(50)

(45)

(1,139)

(904)

278 

331

Electricity Group of the Electricity Supply Pension Scheme 

Property, plant and equipment

(NGEG of ESPS).

Net finance costs 

For the year ended 31 March 2022, net finance costs before 

The total net book value (NBV) of property, plant and 

equipment was £116m (2021: £128m) as at 31 March 2022, 

including capital additions of £20m.

exceptional items and remeasurement were £1m (2021: 

Intangible assets

£1m). This includes interest paid on the fixed term loan to 

National Grid plc offset by interest received on centrally 

managed treasury banking arrangements. The Company also 

pays fees to external providers of working capital facilities. 

Interest is also charged on balances owed from or to external 

customers during the normal course of business. 

The total net book value (NBV) of intangible assets was 

£288m as at 31 March 2022 (2021: £250m). 

This included additions of £89m in year relating to software 

projects, offset by £69m of amortization and impairments.

The remaining amount within Non-current assets relates to 

our investment in joint ventures (£0.6m relating to Coreso SA). 

Other Non-current assets in 2021 included £109m related 

to TNUoS timing differences that were collectible after more 

than one year in 2022/23. The closing March 2022 TNUoS 

timing differences are presented within Current assets as this 

will be collected within the next 12 months, detailed below. 

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Current assets 

Current liabilities 

Trade and other receivables

Trade and other payables

Trade and other receivables totalled £743m at 31 March 

Trade and other payables as at 31 March 2022 were £946m 

2022 (2021: £531m), with the main component being accrued 

(2021: £737m), chiefly relating to £323m (2021: £288m) of 

income of £468m (2021: £361m). The accrued income 

trade payables and other accruals; this was mainly generated 

element comprises of TNUoS billing accruals of £265m 

by £235m of BSUoS cost accruals at the year end. 

(which will be invoiced in June following the annual demand 

reconciliation) with the remaining balance including BSUoS 

income accruals of £203m. 

Deferred income as at 31 March 2022 of £235m (2021: 

£180m) was generated through the deferral of TNUoS 

revenues. This is caused by differences in our forecast 

Trade receivables of £113m (2021: £106m) were held as at 31 

TNUoS usage for billing and actual customer usage and 

March 2022, net of £36m of bad debt provision (2021: £17m).

will be credited to customers following the annual demand 

Other receivables of £162m (2021: £62m) includes £79m for 

reconciliation in June.

TNUoS revenue timing differences that will be recovered 

Social security and other taxes as at 31 March 2022 of 

in 2022/23. The remaining balance relates to capital 

£244m (2021: £133m) related predominantly to £243 million  

contribution amounts not yet invoiced to customers.

of quarterly VAT payable. The large VAT balance is driven by 

Other current assets of £269m (2021: £216m) relate  

two key factors:

to balances classified within net debt, for which the  

a.  The Company is part of the National Grid Group VAT 

in year movement is explained in the cash flow  

group and settles VAT quarterly. This leads to the large 

statement commentary.

VAT liability reflecting TNUoS and other charges from 

National Grid Electricity Transmission not being subject  

to VAT.

b.  Cost incurred on Balancing the system are largely subject 

to the Domestic Reverse Charge with nil net effect on the 

VAT liability, but the BSUoS invoicing is subject to VAT 

leading to an asymmetry and net liability.

Capital contributions for the year ended 31 March 2022 were 

£104million (2021: £85m). These relate to revenues collected 

on behalf of the Transmission Owners for construction 

projects for which the ESO have not yet been invoiced for.

Other current liabilities of £40m (2021: £51m) chiefly comprise 

of amounts due to fellow subsidiaries of National Grid plc, 

£30m (2021: £38m), for amounts yet to be settled for services 

they provide to the ESO for centralised Support Services. 

Provisions 

Total provisions remained unchanged at £2m with £1m 

relating to restructuring provisions and £1m relating to  

IT Licences.

Borrowings 

Borrowings amounted to £141m (2021: £120m) relating  

to a loan due to the ultimate parent undertaking and a  

bank overdraft. 

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Non-current liabilities

Deferred tax liabilities

The net deferred tax liability as at 31 March 2022 is 

£11m (2021: £18m). This is a decrease in liability of £7m, 

predominantly driven by a £5m movement in advanced 

capital allowances.

Other non-current liabilities

Other non-current liabilities totalled £39m (2021: £27m)  

as at 31 March 2022. This consisted of £39m (2021: £25m)  

for application fees (relating to advance payments by 

customers for feasibility studies and connections).  

The remaining balance in 2021 was £2m deferred income 

(relating to TNUoS revenue).

Net debt

The net debt position as at 31 March 2022 was cash  

positive at £128m (2021: £96m) and is detailed further  

in the following Section.

Cash flow statement commentary

Cash inflows and outflows are presented to allow users to 

understand how they relate to the day-to-day operations of 

the business (operating activities); the money that has been 

spent or earned on assets in the year, including acquisitions 

of physical or intangible assets; and the cash raised 

from debt or share issues and other loan borrowings or 

repayments (financing activities)

Reconciliation of cash flow to net debt:

Cash generated from operations

Net capital expenditure

Business net cash flow

Net interest paid

Tax (paid)/received

Net disposals of short term financial investments 

Net proceeds from loans

Dividends paid to shareholders

(Decrease)/Increase in cash and cash equivalents

Our electricity system operations are subject to a multi-year 

regulatory agreement. 

For the year ended 31 March 2022 cash flow from operations 

was an inflow of £225m. This was driven by operating profit 

adjusted for depreciation, amortisation, and provisions of 

£103m and a working capital inflow of £122m, largely driven 

by an increase in VAT payable that resulted from the high 

balancing costs in the last quarter of 2021/22. Prior to the 

current year ESO bore cash flow risk relating to the timing of 

collection of TNUoS revenues. This risk has now transferred 

to onshore Transmission Owners increasing the cash flow 

stability for the ESO.

Net capital cash expenditure

Net capital investment was £108m (2021: £88m) in the year 

to 31 March 2022. This is mostly software and computer 

hardware within IT system development projects. 

Net interest paid

The net interest paid was £1m (2021: £2m).

Dividends paid 

Last year on 20 July 2021, reflecting the financial position of 

the ESO and in light of our residual dividend policy, the Board 

recommended a final dividend of £67m which was paid in 

July 2021 (2020: £nil).

2022 
£m
225

2021 
£m
(69)

(108)

(88)

117

(157) 

(1)

(17) 

14 

(72)

(67)

(26) 

(2)

10

– 

160

–

11 

Increase/(decrease) in financial investments

59 (160 )

Increase in borrowings and related derivatives

Net interest received on the components of net debt

Net debt increase/(decrease)

Opening net debt

Closing net debt

(21)

–

–

1

12

(148) 

96 

244 

128 

96 

 
 
 
 
 
 
 
 
 
 
Section 172 Statement

The ESO aims to achieve high standards of leadership and 

governance. For the year ended 31 March 2022, under 

The Companies (Miscellaneous Reporting) Regulations 

2018, we have applied the Wates Corporate Governance 

Principles for Large Private Companies, set out in the 

Corporate Governance section on pages 52-63. These 

serve as a framework for the Board in managing long-term 

strategic business decisions that promote the success of 

the Company, while having regard to the matters set out in 

section 172(1)(a) to (f) of the Companies Act 2006 (“CA 2006”).

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Corporate governance

Corporate governance statement

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Principle
Purpose and leadership 

An effective board develops and promotes the purpose of the Company, 

and ensures that its values, strategy and culture align with that purpose.

Purpose 

We run the UK’s network of high voltage electricity wires, making sure that 

Great Britain has the essential energy it needs by ensuring supply meets 

demand every second of every day. At the same time, we need to partner with 

the energy industry to meet the challenges of the future, delivering clean and 

affordable electricity. 

Strategy 

The ESO is driven by its mission of enabling the transformation to a fully 

decarbonised electricity system by 2035 which is reliable, affordable, and fair 

for all. The ESO’s ambitions have been recently revised to better reflect the 

evolving operating environment and increasing complexity of our business. 

The ESO’s ambitions are: 

Ensuring the electricity system can operate carbon free by 2025;

Engaging as a trusted partner; 

Driving competition everywhere;

Being the Net Zero employer of choice; 

Being innovative, digital and data driven.

As part of the ESO’s drive to become more sustainable and transparent, the 

Board is focussing on matters of environmental, social and governance (“ESG”) 

strategic importance – these are discussed on page 34-40. 

Considerable effort has gone into ensuring that the strategy of the ESO 

continues to align with our purpose and that our business and people are 

organised and deployed in a way that ensures the future success of the ESO 

and the UK energy market in the long term. For further details in this regard, 

please refer here.

 
 
 
 
 
 
 
 
 
 
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Principle
Board composition 

Effective board composition requires an effective chair and a balance of 

skills, backgrounds, experience and knowledge, with individual directors 

having sufficient capacity to make a valuable contribution. The size of a 

board should be guided by the scale and complexity of the Company.

Balance, Diversity, Size and Structure 

As of 20th July 2022, the Board comprises a majority of five Non-Executive 

Directors (NEDs) and three Executive Directors. The Chair of the Board is also 

the Executive Director of the ESO; this is considered appropriate for ESO as a 

subsidiary company of a large group. 

The NEDs bring a range of experience, perspective, and challenge from outside 

the energy industry, including experience in technology, digital transformation 

and engineering. The size and composition of the Board is appropriate to the 

ESO’s size, nature, and complexity of the business. It also complies with the 

requirements of our licence. 

There are an equal number of male and female Directors on the Board.  

The Board recognises that diversity is a challenge for the energy sector and 

makes diversity an integral part of its agenda. A biography for each Board 

director can be found on page 10. 

There is open debate and constructive challenge at meetings, with Board 

members demonstrating good engagement with the business and a sound 

understanding of the ESO’s strategy, risks, and challenges. As the business 

must balance costs against the prudent management of risks inherent in the 

operation of the electricity system, there are often trade-offs between different 

stakeholders over the longer-term and the directors carefully consider this as 

they evaluate decisions. The NEDs bring independent and objective judgement 

to Board deliberations, challenging and monitoring performance of executive 

management and obtaining assurance that the Company’s legal and regulatory 

requirements have been met. The Directors have equal voting rights when 

making decisions, except the Chair, who has a casting vote in the event of a tie. 

All Directors have access to the advice and services of the Company Secretary 

and may also take professional advice at the Company’s expense. 

All Board appointments are made in consultation with our Shareholder and 

in line with National Grid’s Procedure for the Appointment of Directors to 

Subsidiary Companies. 

 
 
 
 
 
 
 
 
 
 
Effectiveness 

In 2021, the Board instigated an effectiveness review, facilitated by an independent 

external advisor. The review assessed that despite being relatively newly formed (April 

2019) it is ambitious, aligned around the ESO’s mission, competent and well run. These 

solid foundations offer the potential to become even more effective through a series of 

small changes. The Board has an action plan to implement the recommendations of 

the review.

Directors update their knowledge and familiarity with the ESO by meeting with senior 

management and by attending company events and visiting operations. Induction 

materials and briefings are provided to new Directors. 

The Board receive updates and presentations on key operational matters and specific 

initiatives within the business and the wider operating environment to strengthen their 

knowledge and understanding of the business and operational matters. These visits 

and briefing sessions create further links between the business and the Board room. 

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Principle
Director responsibilities

Accountability

The Board and individual Directors should have a clear understanding  

of their accountability and responsibilities. The Board’s policies and 

procedures should support effective decision-making and  

independent challenge. 

The Board recognises the importance of a strong corporate governance framework 

and is collectively responsible for governance and oversight of the business, 

and compliance with all relevant laws and regulations, including compliance with 

its obligations under its ESO Licence. To facilitate this, we have established a 

comprehensive governance framework, which is aligned to the wider National Grid 

plc governance framework, as is required and applicable. 

The Board had eight principal meetings in the year. These are scheduled in advance 

providing all Directors with sufficient notice to attend. Board attendance is set 

out below and expressed as the number of meetings attended out of the number 

possible or applicable for the individual director during the year to 31 March 2022. 

Attendance

John Linwood

Non-Executive Director

Baroness Gillian Merron

Non-Executive Director

Regina Moran

Hannah Nixon

Paul Plummer

Non-Executive Director

Non-Executive Director

Non-Executive Director

Fintan Slye (Chair)

Executive Director - ESO

Kayte O'Neil

Gregg Smith

Director of Transformation - ESO

Finance Director - ESO

Attendance

8 of 8 (100%)

8 of 8 (100%)

8 of 8 (100%)

8 of 8 (100%)

8 of 8 (100%)

8 of 8 (100%)

8 of 8 (100%)

8 of 8 (100%)

Additional supplementary Board meetings were scheduled to allow discussion of 

urgent issues or to allow greater focus on specific matters, there were 5 in 2021/22 

covering topics such as FSO consultation, RIIO-2 Business Plan 2, strategy and risk 

sessions. All Directors were either present or provided feedback to the Chair prior to 

the meeting. 

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The Board determines the strategic direction of the ESO, 

The Directors have a clear understanding of their roles and 

establishes policies for corporate management, makes 

responsibilities. The five NEDs are wholly independent in 

decisions on major initiatives and ensures the leadership  

that they have no business or relationship with the ESO or 

is in place to implement these policies and decisions. 

the wider National Grid Group that would compromise their 

The Board operates a forward agenda of standing items 

influence or objectivity. 

appropriate to the operating and reporting cycles and 

The ESO is proud of its reputation for operating one of the 

receives regular and timely information on all key aspects of 

most reliable electricity systems in the world. Our licence 

the business, including risks and opportunities, operations, 

to operate is dictated by the way we are perceived by 

financial and regulatory reporting, market conditions, 

stakeholders, so the Board gives high priority to maintaining 

relationships with regulatory bodies and human resources, 

a reputation for high standards of business conduct.  

legal, compliance, and regulatory matters, supported by 

It identifies and monitors external developments likely to 

a KPI Scorecard allowing supervision of safety, financial 

impact on our reputation and ability to run our business as a 

performance, the organisation and customer satisfaction. 

good corporate citizen. For more information see our section 

on acting as a Responsible Business on pages 34-40.

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Areas of focus in 2021/22 were

Governance

•  Embedding the ESO Health, Safety and Wellbeing Committee;

•  Updating the Terms of Reference for the ESO Nominations Committee; 

•  First Board evaluation review;

•  Board Effectiveness Workshop; 

•  Customer & Stakeholder Engagement Plans.

Strategy

•  ESO Annual Business Plan; 

•  Delivery of RIIO-2 Business Plan;

•  RIIO-2 Business Plan 2 (2023-2025); 

•  Refresh ESO Mission and Ambitions;

•  ESO Innovation Strategy 2021/22;

•  Early Competition Programme; 

•  Offshore Coordination project;

•  Holistic Network Design – Pathway to 2030; 

•  Net Zero Market Reform.

Finance

•  Capital Expenditure Considerations;

•  Approval of the annual financial plan;

•  Oversight of Financial Performance; 

•  Financial sustainability and industry support schemes  

(including BSUoS); 

•  Approval of Annual Report & Accounts; 

•  Approval of Working Capital Facilities.

Risk and 
opportunity

•  Risk Framework and Risk Appetite Review;

•  Evolution to an independent Future System Operator; 

•  Changes to the UK’s energy landscape;

•  UK’s Net Zero carbon commitment by 2035;

•  Security of Supply; 

•  Balancing Market Review.

Corporate Social 
Responsibility

•  Commitment to being a Responsible Business;
•  ESO Community Fund and volunteering commitment;

•  Delivering on our 2025 zero carbon operation ambition.

 
 
 
 
 
 
 
 
 
 
Integrity of information 

Committees 

Financial information is collated by our finance function 

The Board has delegated certain governance 

from its accounting systems to enable the Board to 

responsibilities to Committees that have the knowledge 

assess financial performance. Internal control systems 

and experience to make recommendations to the Board, 

help ensure the financial information generated is reliable, 

each of which have documented terms of reference.  

consistent, timely and complete. Financial information is 

Each committee is chaired by a NED and the NED 

externally audited by Deloitte LLP annually and financial 

members provide independent challenge and support  

controls are routinely reviewed by the National Grid’s 

for effective decision making. 

central internal Assurance and Corporate Audit functions. 

Other key information is prepared by the relevant 

business and internal functions, which are also subject  

to periodic reviews by the ESO’s Assurance function.

The Board and its committees regularly review terms 

of reference to ensure that they remain fit for purpose, 

are adapted to promote good governance and meet the 

requirements of the Company as they evolve. At each 

Board meeting, directors receive reports on the key 

discussion items, activities and recommendations  

from the Chairs of the Committees that have met in  

the period.

Committee

Activity

Audit & Risk Committee

The Audit & Risk Committee (ARC) monitors the effectiveness of internal controls;  
risk management; integrity of financial statements; and the performance of the internal  
Assurance and Corporate Audit department and independent auditor. In November 2021,  
John Linwood was appointed to ARC as a NED Member to strengthening the skill and 
experience of the Committee.

Nominations Committee

The Nominations Committee makes sure the Board remains balanced and effective and that 
its structure, composition and skills align to the ESO’s strategic objectives, and has due regard 
for diversity. The Committee’s primary objective is to identify and evaluate candidates for future 
NED appointments and in doing so, it takes advice from external recruitment consultants.  
During the year, the Terms of Reference of the Nominations Committee were expanded to 
include oversight of: (i) the succession plans for the Executive Leadership within the ESO; (ii) 
Executive remuneration and benefits (including discretionary elements); and (iii) input on the 
remuneration and benefits framework applicable to the Executive Director to the Shareholder.

Business Separation 
Compliance Committee

The Business Separation Compliance oversees the duties and tasks of the ESO Business 
Separation & EMR Compliance Officer with the focus upon compliance with the business 
separation licence and EMR licence conditions. 

Health, Safety & 
Wellbeing Committee

The ESO is dedicated to ensuring the highest standards of health, safety and wellbeing for  
all staff, going beyond compliance with legal requirements and adopting a good practice  
model that benefits everyone. To support the Board with this ambition, it established the Health,  
Safety & Wellbeing Committee, with responsibility for nurturing and promoting a positive attitude 
to health, safety and wellbeing as in integral part of the ESO’s activities and to maintain an 
overall assessment of the key ESO health, safety and wellbeing specific risks.

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Below is a summary of the committee structure and members: 

Audit & Risk

Compliance

Nomination

Health, Safety & Wellbeing

•

•
 •**

•

John Linwood*

Baroness Gillian Merron*

Regina Moran*

Hannah Nixon*

Paul Plummer*

Fintan Slye

Kayte O'Neill

Gregg Smith

*NED    **Chair

•

 •**

•

•

 •**

•

•
 •**

•

•

The Board also delegates certain powers and responsibilities to the following:

Electricity System Operator Executive Team 

ESO Executive Team meets at least weekly and comprises individuals responsible for strategic 

business units and key functions. Duties include formulating strategy proposals for Board approval  

and ensuring the strategy is implemented in a timely and effective manner. The Executive Team  

receives reports from its two sub-committees: ESO Programme Review Board (including investment 

sanctioning) and the ESO Design Authority. The ESO Executive Team makes sure that the values, 

strategy and culture align, are implemented and are communicated consistently to our employees  

and external stakeholders. The gender balance in the ESO Executive Team is 64/36. 

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Principle
Opportunity and risk 

The Board should promote the long-term sustainable success of the 

Company by identifying opportunities to create and preserve value,  

and establish oversight for identification and mitigation of risks. 

Opportunity 

The ESO’s strategy is based on a long-term vision for Britain’s electricity system 

to be able to run on purely zero carbon electricity by 2025, supporting the UK’s 

2050 Net Zero commitment. The Board explores opportunities that align with 

this purpose - such as Early Competition and Offshore Coordination, supported 

by the RIIO-2 cost pass-through mechanism.

Major opportunities in excess of thresholds are considered and approved 

by the Board in accordance with the Company’s Articles of Association and 

Delegated Authorities. Interesting and significant initiatives are presented to  

the Board alongside these. 

Risk

Effective risk management is fundamental to our long-term success.  

The Strategic Report on pages 41-43 includes an assessment of the ESO’s  

principal risks and uncertainties and describes our internal controls and  

risk management.

At Board level, oversight for the identification and mitigation of risk is delegated 

to the Audit & Risk Committee. The ESO has been on a significant programme 

of change over the last two years for the management of risk. This has seen the 

implementation of a new risk framework and a move to a new risk management 

system. In 2021, work moves to focus on the quality of information and 

effectiveness of the controls. 

The Audit & Risk Committee reviews the ESO’s internal control and risk 

management systems and receives reports from management on the 

effectiveness of the established systems and conclusions of any testing carried 

out by internal and external auditors. The Committee approves the annual 

internal audit and ESO assurance plan, ensuring that these are aligned to the 

key risks of the business. The plans are sufficiently flexible, to help react to and 

address new and emerging risks. The Committee receives regular summaries 

of this work and monitors and reviews the effectiveness of these activities and 

any mitigating action plans in the overall context of the ESO’s risk management 

system. The Audit & Risk Committee’s Chair is responsible for keeping in 

touch on a continuing basis with key people involved in the ESO’s governance 

including the ESO’s Finance Director, Corporate Audit and the external audit 

lead partner. 

The Board approves the Company’s risk appetite and undertakes an 

assessment of the Company’s risk management framework annually to ensure 

that it remains appropriate. 

 
 
 
 
 
 
 
 
 
 
Principle
Remuneration

A Board should promote executive remuneration structures aligned to the  

long-term sustainable success of a company, taking into account pay and  

conditions elsewhere in the Company. 

Directors are not separately remunerated for their Board role, except for the NEDs, 

who are paid an annual fee to attract and retain a balanced skill set and provide strong 

stewardship and governance. 

Directors’ remuneration is determined in accordance with National Grid’s remuneration 

policies for employees. See the Annual Report and Accounts of National Grid plc 

for further information. In accordance with the requirements of the ESO licence, 

incentivisation of the executive Directors is linked to the performance of ESO only. 

The ESO is committed to ensuring all employees are paid fairly for the role they 

undertake and our gender pay data is scrutinised and discussed by the Board at least 

annually. For further details, please refer to the Company’s latest Gender Pay Gap 

Report which can be found here.

The Nomination Committee is responsible for reviewing, and where appropriate, 

making recommendations to the Shareholder in respect of the remuneration policies 

and benefits framework for all ESO employees to ensure that they support the 

strategic objectives, culture and values of the Company.

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Principle
Stakeholder relationships and engagement 

Directors should foster effective stakeholder relationships aligned to the 

Company´s purpose. The board is responsible for overseeing meaningful 

engagement with stakeholders, including the workforce, and having regard  

to their views when taking decisions. 

The Board promotes meaningful engagement and transparency with employees, 

customers and external stakeholders and considers their views when taking decisions.

Many of our business initiatives require detailed stakeholder input, such as our 

Towards 2030 and Future Energy Scenarios publication and our annual Network 

Options Assessment. We engage with the wider stakeholder community via our core 

channels, which include website, social media, live events, webinars, knowledge 

shares and newsletters.

We run a UK and European public affairs engagement programme to engage with and 

inform key industry stakeholders. We are members of industry collectives such as the 

Energy Networks Association, Coreso and ENTSO-E.

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Shareholder 

As a wholly owned subsidiary, the Board duly considers the 

To support operational and managerial separation of the 

views and interests of its ultimate Shareholder, National Grid 

ESO, and independence of the ESO Board, there is a Group 

plc, as part of any major decisions and transactions, where 

level committee, the ESO Committee. The ESO Committee 

this is appropriate in the context of its licence obligations 

ensures all ESO ringfenced information required to support 

around legal separation.

National Grid Group, as ultimate shareholder of the ESO, 

is responsible for ensuring the long-term viability and 

prudent financial management of the National Grid Group. 

good corporate governance by the ultimate shareholder is 

viewed separately from other subsidiaries in the National 

Grid portfolio. The ESO Committee is not involved in the  

day-to-day operation of the ESO.

Arrangements are in place to both enable appropriate Group 

Matters reserved for the National Grid Group Board are 

oversight but also enable the ESO to operate sufficiently 

published on the National Grid website here.

independently within the National Grid Group.

The NEDs hold an annual meeting with the Chief Executive 

The Articles of Association and Matters Reserved to the 

of National Grid plc. There is also an annual meeting held 

National Grid Group Board describe the remit of the public 

between the respective Chairs of the National Grid plc  

limited company (PLC) and are available on the National Grid 

Audit Committee and ESO Audit and Risk Committee. 

website. To bring this interaction to life, the areas of ESO 

activity that have visibility or require approval at Group Board 

level include things like:

The Strategic Report was approved by the Board of 

Directors on 20 July 2022 and signed on its behalf by 

•  approval of the ESO’s annual budget;

•  review and approval of the ESO’s long term rolling  

financial forecast;

Fintan Slye, Chair 

National Grid Electricity System Operator Limited  

1-3 Strand, London WC2N 5EH  

Registered in England and Wales Number: 11014226

•  visibility of the ESO’s financial performance against  

its annual business plan;

•  visibility of the ESO’s principal risks;

•  approval of any material extension of the ESO’s activities 

into new business areas or any decision to cease to 

operate any part of the ESO’s business;

•  authorisation of changes affecting the capital structure  

of the ESO;

•  approval of the long-term strategic objectives of the ESO 

and any major changes to the size and composition of the 

ESO Board and its committees; and

•  unforeseen issues that have significant or material impact 

on the Group (e.g. financial, reputational or principal risks).

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For the purposes of the UK Companies 

Act 2006, the Directors present their report 

along with the audited consolidated financial 

statements of the Company for the year 

ended 31 March 2022, which comprises 

the Corporate Governance Statement on 

page 52 and the Statement of Directors’ 

Responsibilities on page 69. 

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5

 
 
 
 
 
 
The Strategic Report sets out those matters required to be disclosed in the Directors’ 

Report which are considered to be of strategic importance. Further details of matters 

required to be included in the Directors’ Report are detailed below.

Directors

The Directors of the Company who were in office during the year and up to the date 

of signing the financial statements were:

Fintan Slye

Regina Moran (NED*)

John Linwood (NED*)

Baroness Gillian Merron (NED*)

Hannah Nixon (NED*)

Paul Plummer (NED*)

Kayte O’Neill

Gregg Smith
*  Non-Executive Director

Directors Indemnities and Insurance 

The Company has made qualifying third-party indemnity provisions for the benefit  

of its Directors during the year; these remain in force at the date of this report.

Principal activities and business review

A full description of our principal activities, business, key performance indicators  

and principal risks and uncertainties is contained on pages 6 to 43 of this report. 

Material interests in shares

National Grid Electricity System Operator Limited is a wholly owned subsidiary 

undertaking of National Grid Holdings One plc. The ultimate parent company  

of National Grid Electricity System Operator Limited is National Grid plc. 

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Dividends

In line with the Board’s residual Dividend policy, the Board is not recommending 

the payment of a final dividend for the year to 31 March 2022 (2021: £67million).

Share capital

The share capital of the company remains unchanged. See Note 17 to the financial 

statement for further details. 

Articles of Association 

The Company’s Articles of Association may be amended by a special resolution of 

the Company’s shareholders. The current Articles were adopted by shareholders 

on the date of incorporation, 16 October 2017. 

Conflicts of Interest 

The Company’s Articles permit the Board to consider and, if deemed fit, authorise 

situations where a Director has an interest that conflicts, or may possibly conflict, 

with the interests of the Company. If a Director becomes aware that they have an 

interest that may arise in a conflict, they are required to notify the Board. Internal 

controls are in place to make sure that any related party transactions involving 

Directors are conducted on an arm’s length basis. Directors have a duty to update 

changes to these conflicts. The Board considers the procedures in place for 

reporting and considering conflicts of interest are effective.

Political donations 

During the year, the Company made no political donations. 

Research and development 

Expenditure on research and development was £7.6m (2021: £2.6m)  

during the year. 

Future developments

Details of future developments are contained in the Strategic Report in  

pages 31-40.

Business relationships

Details of how the Directors have had regard to the need to foster our business 

relationships with suppliers, customers and other stakeholders and their effect on 

the decisions taken by the Company during the financial year are contained in the 

Strategic Report on pages 28-40.

Employee engagement

The average number of people employed by the Company during the year was 

823. The ESO recognises that our employees are fundamental to our long-term 

success. Details of how the ESO maintains a close relationship with employees 

and how Directors have had regard to employee interests in their decision making 

is contained in the Strategic Report on pages 28-40. 

 
 
 
 
 
Diversity policy

Post balance sheet events 

The ESO is an equal opportunities employer and our core 

There were no post balance sheet events for the year ended 

values are grounded in creating an environment where 

31 March 2022.

our employees can perform at their best and feel fulfilled 

and confident in their work, regardless of age, nationality, 

disability, marital status, ethnic origin, religion, gender or 

sexual orientation. The ESO gives full and fair consideration 

This confirmation is given and should be interpreted in 

accordance with the provisions of s418 of the Companies  

Act 2006.

to applications for employment made by disabled people. 

Going concern

The ESO strives to empower all our employees to realise their  

full potential and ambitions through a culture of development 

and we endeavour to re-train and adjust the environment  

of employees who become disabled during employment  

with us. 

The ESO Board has a reasonable expectation that the 

Company has adequate resources to continue in the 

operational existence for the foreseeable future. Despite  

the challenges arising from the unprecedented 

circumstances driven by the war in Ukraine, the ESO has 

See page 29 for further details. Women represent 50%  

demonstrated its operational and financial resilience and 

of the ESO Board and 36% of our Executive Team.  

ability to manage business risks successfully. Further details 

Overall, women make up 36% of our workforce and hold 

can be found within the Basis of Preparation on page 77. 

50% of senior roles.

Fair and appropriate remuneration

We are voluntarily reporting our ESO Chair to Median 

Accordingly, the financial statements set out on pages 74-101 

have been prepared on the going concern basis.

Acknowledgement

remuneration ratio which is 9:1. The ratio is based on total 

The Directors wish to convey their appreciation to all ESO 

pay and taxable benefits (2021/22) and comprises salary, 

employees for their continued commitment and contribution 

pension, and other benefits including an estimated vesting 

to delivering our ambitions. 

value for the 2019 Long Term Performance Plan award 

which is expected to vest in early July 2022. Excluding this 

estimated Long Term Performance Plan award the median 

The Directors would also like to extend their thanks to all 

other key stakeholders for their continued support of the 

Company and their confidence in its management.

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pay ratio is 6:1. 

Energy and carbon

Details of the Company’s energy impact and carbon 

emissions across Scope 1 and 2 are detailed below:

tCO2e

Buildings

Transport

Total 

2021/22

2020/21

1,308

21

1,329

1,336

77

1,413

Fintan Slye 

Chair 

20 July 2022

National Grid Electricity System Operator Limited  

 denotes FY22 metric included within PwC's limited assurance scope,  
see note on page 40.

1-3 Strand, London WC2N 5EH  

Registered in England and Wales Number: 11014226 

Disclosure of information to auditors 

The auditors have made the requisite enquiries, and so far 

as the Directors in office at the date of the signing of this 

report are aware, there is no relevant audit information of 

which the auditors are unaware. Each Director has taken all 

reasonable steps to make themselves aware of any relevant 

audit information and to establish that the auditors are aware 

of that information.

 
 
 
 
 
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6

Throughout these financial statements, we have provided explanations of the 
disclosures and why they are important to the understanding of our financial 
performance and position.

Notes

Notes to the financial statements provide additional information required by 
statute, accounting standards or other regulations to assist in a more detailed 
understanding of the primary financial statements. In many notes, we have 
included an accounting policy that describes how the transactions or balance 
in that note have been measured, recognised and disclosed. The basis of 
preparation section provides details of accounting policies that apply to 
transactions and balances in general.

 
 
 
 
 
 
 
 
 
 
 
 
Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual Report and the 
financial statements in accordance with applicable law and regulation. 

Company law requires the Directors to prepare financial statements for each financial year. Under 

that law the Directors have elected to prepare the company financial statements in accordance with 

International Financial Reporting Standards (IFRSs) as adopted by the UK and, FRS 101. 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 company and of the profit or loss of the 

company for that period.

In preparing the company financial statements, the Directors are required to:

•  Select suitable accounting policies and then apply them consistently;

•  Make judgements and accounting estimates that are reasonable and prudent;

•  State whether applicable UK Accounting Standards 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 will continue in business.

In preparing the financial statements, International Accounting Standard 1 requires that Directors:

•  Properly select and apply accounting policies;

•  Present information, including accounting policies, in a manner that provides relevant,  

reliable, comparable and understandable information;

•  Provide additional disclosures when compliance with the specific requirements  

in IFRSs are insufficient to enable users to understand the impact of particular  

transactions, other events and conditions on the entity’s financial position and  

financial performance; and

•  Make an assessment of the company’s ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to show 

and explain the company’s transactions and disclose with reasonable accuracy at any time the 

financial position of the company and enable them to make sure that the financial statements comply 

with Companies Act 2006. They are also responsible for safeguarding the assets of the company and 

hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial 

information included on the National Grid ESO website. Legislation in the United Kingdom  

governing the preparation and dissemination of financial statements may differ from legislation  

in other jurisdictions.

On behalf of the Board 

Gregg Smith

Finance Director

20 July 2022

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9

 
 
 
 
 
 
 
 
Independent Auditor's report to the  
members of National Grid Electricity  
System Operator Limited 

Report on the audit of the financial statements 

Opinion

In our opinion the financial statements of National Grid Electricity System Operator Limited (the ‘company’):

•  Give a true and fair view of the state of the company’s affairs as at 31 March 2022 and of its profit for 

the year then ended; 

•  Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting 

Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and

•  Have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements which comprise:

•  The statement of profit or loss;

•  The statement of other comprehensive income;

•  The statement of changes in equity;

•  The statement of financial position;

•  The statement cash flow; and

•  The related Notes 1 to 23 of the financial statements.

The financial reporting framework that has been applied in their preparation is applicable law  

and United Kingdom Accounting Standards, including Financial Reporting Standard 101  

“Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) 

and applicable law. Our responsibilities under those standards are further described in the auditor's 

responsibilities for the audit of the financial statements section of our report. 

We are independent of the company in accordance with the ethical requirements that are relevant to our 

audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical 

Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for  

our opinion.

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Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going  

concern basis of accounting in the preparation of the financial statements is appropriate. 

Based on the work we have performed, we have not identified any material uncertainties relating  

to events or conditions that, individually or collectively, may cast significant doubt on the Company’s  

ability to continue as a going concern for a period of at least twelve months from when the  

financial statements are authorised for issue. 

Our responsibilities and the responsibilities of the Directors with respect to going concern are  

described in the relevant sections of this report.

Other Information

The other information comprises the information included in the Annual Report, other than the financial 

statements and our auditor’s report thereon. The Directors are responsible for the other information 

contained within the annual report. Our opinion on the financial statements does not cover the other 

information and, except to the extent otherwise explicitly stated in our report, we do not express any  

form of assurance conclusion thereon. 

Our responsibility is to read the other information and, in doing so, consider whether the other information 

is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, 

or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent 

material misstatements, we are required to determine whether this gives rise to a material misstatement  

in the financial statements themselves. If, based on the work we have performed, we conclude that there  

is a material misstatement of this other information, we are required to report that fact. 

We have nothing to report in respect of these matters. 

Responsibilities of directors

As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible  

for the preparation of the financial statements and for being satisfied that they give a true and fair view,  

and for such internal control as the Directors determine is necessary to enable the preparation of  

financial statements that are free from material misstatement, whether due to fraud or error. 

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability 

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the 

going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease 

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole 

are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that 

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an 

audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. 

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, 

they could reasonably be expected to influence the economic decisions of users taken on the basis of 

these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s 

website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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Extent to which the audit was considered capable of detecting irregularities, 
including fraud 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design 

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect  

of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, 

including fraud is detailed below. 

We considered the nature of the Company’s industry and its control environment, and reviewed the 

Company’s documentation of their policies and procedures relating to fraud and compliance with  

laws and regulations. We also enquired of management about their own identification and assessment  

of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the Company operates in,  

and identified the key laws and regulations that: 

•  Had a direct effect on the determination of material amounts and disclosures in the financial 

statements. These included UK Companies Act, FRS 101 and tax legislation; and

•  Do not have a direct effect on the financial statements but compliance with which may be fundamental 

to the Company’s ability to operate or to avoid a material penalty. These included the Company’s 

operating licence and environmental regulations.

We discussed among the audit engagement team including relevant internal IT specialists regarding the 

opportunities and incentives that may exist within the organisation for fraud and how and where fraud 

might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond 

to the risk of management override. In addressing the risk of fraud through management override of 

controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the 

judgements made in making accounting estimates are indicative of a potential bias; and evaluated the 

business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

•  Reviewing financial statement disclosures by testing to supporting documentation  

to assess compliance with provisions of relevant laws and regulations described  

as having a direct effect on the financial statements;

•  Performing analytical procedures to identify any unusual or unexpected relationships  

that may indicate risks of material misstatement due to fraud; 

•  Enquiring of management, internal audit and in-house legal counsel concerning actual  

and potential litigation and claims, and instances of non-compliance with laws and regulations; and 

•  Reading minutes of meetings of those charged with governance, internal audit reports and reviewing 

correspondence with relevant regulatory authorities.

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Report on other legal and regulatory requirements 
Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

•  The information given in the strategic report and the directors’ report for the financial year  

for which the financial statements are prepared is consistent with the financial statements; and

•  The strategic report and the Directors’ report have been prepared in accordance with  

applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in  

the course of the audit, we have not identified any material misstatements in the Strategic Report  

or the Directors’ Report.

Matters on which we are required to report by exception 

Under the Companies Act 2006 we are required to report in respect of the following matters if,  

in our opinion:

•  Adequate accounting records have not been kept, 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; or

•  Certain disclosures of directors’ remuneration specified by law are not made; or

•  We have not received all the information and explanations we require for our audit.

We have nothing to report in respect of these matters.

Use of our report 

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 

of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s 

members those matters we are required to state to them in an auditor’s report and for no other purpose.  

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than  

the company and the company’s members as a body, for our audit work, for this report, or for the opinions  

we have formed.

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Jane Whitlock ACA (Senior Statutory Auditor) 

For and on behalf of Deloitte LLP 

Statutory Auditor 

Birmingham, United Kingdom

20 July 2022

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3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Statement of profit or loss  
and other comprehensive income
for the years ended 31 March

Revenue

Operating costs

Operating Profit

Finance income

Finance costs

Total profit before tax

Tax

Profit after tax/Profit for the year  

attributable to owners of the parent

Total comprehensive income for the year attributable  

to owners of the parent

Notes

2

3

4

4

5

2022
£m

3,486 

2021
£m

2,127

(3,465)

(2,086)

21 

1 

(2)

20

(7)

13

13

41

1

(2)

40

(7)

33

33

Statement of changes in equity

Notes 

Called up  
share  
capital 
£m

Share 
premium 
account 
£m

Retained 
earnings 
£m

Merger  
Reserve1 
£m

Total  
equity 
£m

At 1 April 2020

Profit for the year

Total comprehensive 

income for the year

Share-based payments

At 31 March 2021

Profit for the year

Total comprehensive 

income for the year

Equity dividends

6

Share-based payments

At 31 March 2022

¹Analysis of merger reserve has been provided within Note 18.

3

—

3

—

—

—

—

3

327

—

327

—

—

—

—

327

109

33

33

1

143

13

13

(67)

1

90

(142)

297

33

33

1

331

13

13

(67)

1

278

—

(142)

—

—

—

—

(142)

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Statement of financial position
as at 31 March

Non-current assets

Intangible assets

Property, plant and equipment

Investment in joint venture

Other non-current assets

Total non-current assets

Current assets

Trade and other receivables

Financial assets and other investments

Cash and cash equivalents

Total current assets

Total assets

Current liabilities

Borrowings

Trade and other payables

Provisions

Total current liabilities

Non-current liabilities

Other non-current liabilities

Deferred tax liabilities

Total non-current liabilities

Total liabilities

Net assets

Equity

Share capital

Share premium account

Retained earnings

Merger Reserve

Total equity

Notes

2022
£m

2021
£m

7

8

23

9

11

10

12

13

14

16

15

5

17

18

288

116

1

—

405

743

263

6

1,012

1,417

(141)

(946)

(2)

250

128

1

109

488

531

204

12

747

1,235

(120)

(737)

(2)

(1,089)

(859)

(39)

(11)

(50)

(1,139)

278

3

327

90

(142)

278

(27)

(18)

(45)

(904)

331

3

327

143

(142)

331

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5

The financial statements set out on pages 74-101 were approved by the Board of Directors and authorised for issue  

on 20 July 2022. They were signed on its behalf by:

Fintan Slye, Chair  

Gregg Smith, Finance Director

National Grid Electricity System Operator Limited  

Registered Number: 11014226

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Statement of cash flow
for the years ended 31 March

Notes

2022
£m

2021
£m

Cash flows from operating activities

Operating profit

Adjustments for:

Depreciation, amortisation & impairment

Share-based payment charge

Changes in working capital

Changes in provisions

Cash generated from operations

Tax (paid)/received

Net cash inflow from operating activities

Cash flows from investing activities

Purchases of intangible assets

Purchases of property, plant and equipment

Interest received

Net disposals of short-term financial investments

Net cash flow used in investing activities

Cash flows from financing activities

Payments/receipts of loans (to)/from ultimate parent

Interest paid

Dividends paid to shareholders

Net cash flow from financing activities

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents at the start of the year

Net cash and cash equivalents at the end of the year1

12

20

83

1

122

(1)

225

(17)

208

(88)

(20)

1

14

(93)

(72)

(2)

(67)

(141)

(26)

12

(14)

41

47

1

(149)

(9)

(69)

10

(59)

(53)

(35)

1

—

(87)

160

(3)

—

157

11

1

12

¹Cash and cash equivalents at end of year are shown net of the company’s bank overdraft as at 31 March 2022 of £22million (2021 : £nil).

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Notes to the financial statements 
- analysis of items in the primary statements

1. Basis of preparation and recent accounting developments 

Accounting policies describe our approach to 

These financial statements were approved for issue by 

recognising and measuring transactions and balances 

the Board of Directors on 20 July 2022. The company 

in the year. The accounting policies applicable across 

meets the definition of a qualifying entity under FRS 

the financial statements are shown below, whereas 

100 Application of Financial Reporting Requirements. 

accounting policies that are specific to a component 

Accordingly, the company has elected to apply FRS 

of the financial statements have been incorporated 

101 Reduced Disclosure Framework. The recognition 

into the relevant note.

and measurements requirements of UK-adopted IFRS 

This section also shows areas of judgement and key 

sources of estimation uncertainty in these financial 

statements. In addition, we have summarised new 

have therefore been applied within these financial 

statements, with amendments where necessary in 

order to comply with the Companies Act 2006.

International Accounting Standards Board (IASB) and 

The financial statements have been prepared on 

UK endorsed accounting standards, amendments and 

a historical cost basis. These financial statements 

interpretations and whether these are effective for this 

are presented in pounds sterling, which is also the 

year end or in later years, explaining how significant 

functional currency of the Company. The notes to 

changes are expected to affect our reported results. 

the financial statements have been prepared on a 

continuing basis unless otherwise stated.

National Grid Electricity System Operator’s principal 

activities involve the operation of the electricity 

transmission system in Great Britain. The Company is 

a limited liability company incorporated and domiciled 

in England and Wales, with its registered office at  

1-3 Strand, London WC2N 5EH. 

a) FRS 101 exemptions

b) Going concern

As permitted by FRS 101, the company has taken 

As part of the Board's consideration of the 

advantage of exemptions from the requirements of 

appropriateness of adopting the going concern basis 

IFRS in relation to the following elements:

of accounting in preparing these financial statements, 

•  Disclosures in respect of share based payment;

the Board has considered the impact of principal 

risks on the ESO's operations. The ESO Board has 

•  Disclosures in respect of capital management;

assessed the principal risks including  

•  Disclosures required by IFRS 13  

‘Fair Value Measurement’;

•  Disclosures required by IFRS 7  

‘Financial Instruments: Disclosures’;

•  Presentation of comparative information  

in respect of certain assets;

•  The effect of standards not yet effective.

by modelling cash flow forecast scenarios. These 

cash flow scenarios, included a reasonable worst 

case scenario.

The main cash flow transactions assessed in  

the forecast scenarios are:

•  TNUoS and BSUoS under- and over-recoveries 

collected from or returned to customers in 

accordance with established regulatory  

Where required, equivalent disclosures are given in 

structures, including those arising from  

the Group financial statements of National Grid Plc, 

Covid-19 and other industry support schemes;

which are available to the public as set out in Note 22.

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¹Cash and cash equivalents at end of year are shown net of the company’s bank overdraft as at 31 March 2022 of £22million (2021 : £nil).

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8
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1. Basis of preparation and recent accounting developments (continued) 

•  Significant termination payments;

•  review of residual lives, carrying values and 

•  Bad debts, including higher bad debt  

costs than forecast; and

•  Payment of proposed dividends to  

the shareholder.

Having considered the forecast scenarios, the ESO 

continues to have headroom against its committed 

external facilities identified in Note 13 to the 

financial statements.

Based on the above, the Directors have concluded 

the Company is well placed to manage its financing 

and other business risks satisfactorily, and have 

reasonable expectation that the Company will have 

adequate resources to continue in operation for 

at least 12 months from the signing date of these 

impairment charges for other intangible assets 

and property, plant and equipment - notes 7  

and 8 

•  Agency relationship in respect of certain 

Transmission Network Use of Service revenues, 

principally those collected on behalf of the 

Onshore and Offshore transmission operators 

under IFRS 15 - note 2

Key sources of estimation uncertainty that have a 

significant risk of causing a material adjustment to 

the carrying amounts of assets and liabilities within 

the next financial year are as follows:

•  Outcome of Forward Plan incentive scheme - 

note 2

financial statements. They therefore consider it 

•  Increased levels of bad debts with the continued 

appropriate to adopt the going concern basis of 

high gas prices and consumer energy price caps 

accounting in preparing the financial statements.

increasing the level of energy supplier failures - 

c) Foreign currencies

note 11.

Transactions in currencies other than the functional 

e) Accounting policy choices

currency of the Company are recorded at the 

The IFRS framework provides certain options 

rates of exchange prevailing on the dates of the 

available within accounting standards. Choices  

transactions. At each reporting date, monetary 

we have made, and continue to make, include  

assets and liabilities that are denominated in foreign 

the following:

currencies are retranslated at closing exchange 

rates. Non-monetary assets are not retranslated 

unless they are carried at fair value.

•  Presentational formats: we use the nature of 

expense method for our income statement 

and aggregate our statement of financial 

Gains and losses arising on the retranslation of 

position to net assets and total equity. In the 

monetary assets and liabilities are included in the 

income statement, we present subtotals of 

income statement.

d) Areas of judgement and key 
sources of estimation uncertainty

total operating profit, profit before tax and 

profit from continuing operations, together with 

additional subtotals excluding exceptional items 

and remeasurements. Exceptional items and 

The preparation of financial statements requires 

remeasurements are presented separately on the 

management to make estimates and assumptions 

face of the income statement where applicable.

that effect the reported amounts of assets and 

liabilities, disclosures of contingent assets and 

liabilities and the reported amounts of revenues and 

expenses during the reporting period. Actual results 

could differ from these estimates. Information about 

such judgements and estimations is contained in 

the notes to the financial statements, and the key 

areas are summarised below.

Areas of judgement that have the most signification 

effect on the amounts recognised in the financial 

statements are as follows:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1. Basis of preparation and recent accounting developments (continued) 

f) New IFRS accounting standards and 
interpretations effective for the year 
ended 31 March 2022 

g) New IFRS accounting standards and 
interpretations not yet adopted

The following new accounting standards and 

With effect from the period commencing 1 April 2021, 

amendments to existing standards have been issued  

the financial statements are prepared in accordance with 

but are not yet effective or have not yet been endorsed 

IAS and IFRS and related interpretations as adopted by 

by the UK:

the UK, instead of those adopted by the EU. As both sets 

of accounting standards are currently aligned, there will 

•  IFRS 17 ‘Insurance Contracts’;

be no transitional adjustments required and comparative 

•  amendments to IFRS 3 ‘Business Combinations’;

amounts were not required to be restated.

•  amendments to IAS 12 ‘Deferred Tax Related to Assets 

The Company early adopted the following amendments 

and Liabilities Arising from a Single Transaction’;

to standards which have had no material impact on the 

Company's results or financial statement disclosures:

•  amendments to IAS 16 ‘Property, Plant  

and Equipment’;

•  Amendments to IFRS 16 ‘Leases –  

COVID-19 Related Rent Concessions';

•  amendments to IAS 37 ‘Provisions, Contingent 

Liabilities and Contingent Assets’;

•  Amendments to IFRS 3 ‘Definition of a Business'; and

•  amendments to IAS 1 ‘Presentation of  

•  Amendments to IAS 1 and IAS 8 ‘Definition of Material'.

Financial Statements’;

In April 2021, the IFRS IC (Interpretation Committee) also 

•  Amendments to IAS 8 ‘Accounting Policies,  

issued an agenda decision in relation to the accounting 

Changes in Accounting Estimates and Errors’;

treatment for configuration and customisation costs in 

a cloud computing arrangement. This guidance clarified 

that in order for an intangible asset to be capitalised 

in relation to customisation and configuration costs 

in a cloud computing arrangement, it is necessary for 

there to be control of the underlying software asset or 

•  annual improvements to IFRS standards 2018-2020; 

and

•  amendments to IFRS Practice Statement 2 – making 

materiality judgements.

Effective dates will be subject to the UK endorsement 

for there to be a separate intangible asset which meets 

process. The Company is currently assessing the impact 

the definition in IAS 38 Intangible Assets. As at 31 

of the above standards, but they are not expected to 

March 2022, the Company has recognised a cumulative 

have a material impact. 

adjustment against software intangible assets of £7m for 

previously capitalised customisation and configuration 

relating to its continuing operations. The Company has 

also considered the application of the new accounting 

guidance for its comparative periods and concluded that 

it does not have a material impact. Accordingly,  

no comparative periods have been restated. 

The Company has not adopted any other standard, 

amendment or interpretation that has been issued  

but is not yet effective.

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9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2. Revenue

Revenue arises in the course of the ordinary 

These charges are termed Transmission Network 

activities of the company and principally comprises 

Use of System (‘TNUoS’) charges and relate 

balancing transmission services. 

to use of the transmission network. Use of the 

transmission network involves the supply of  

high-voltage electricity. Revenue is billed based 

on capacity and volumes and where the customer 

pays upfront, revenues are deferred and released 

when the relevant transmission network owner has 

provided their services to the customer.

The company also administers other charges on 

behalf of transmission network owners principally 

for construction work they have completed for 

customer connections.

Electricity transmission in the UK is regulated 

by Ofgem, which establishes price control 

mechanisms that set the amount of annual allowed 

returns for companies operating in the sector. With 

respect to TNUoS charges, where revenue received 

differs to the amount of allowable revenue permitted 

by regulatory agreement, adjustments will be made 

to future prices to factor in these amounts. Where 

such differences arise, we recognise either an asset 

or liability, depending on whether the difference 

between revenue received is less than or greater 

than allowable revenue respectively. As part of our 

regulatory agreements we are entitled to recover 

certain costs directly from customers (pass-through 

costs). These amounts are included in the overall 

calculation of allowed revenue as stipulated by 

regulatory agreements.

Balancing transmission services fall within the scope 

of IFRS 15, 'Revenue from Contracts with Customers'. 

The company’s role in transmission services is 

as the system operator for Great Britain, which 

involves the procurement of services to balance 

the electricity transmission network and ensuring 

security and quality of electricity supply across the 

transmission network. For this activity the company 

applies a Balancing Service Use of System 

(‘BSUoS’) charge, which is payable by generators 

and suppliers of electricity. 

The ESO also earns revenue through rewards for 

progress against an ambitious plan to meet its 

commitments and targets in relation to the future 

energy transformation. The scheme is evaluative 

with the outcome determined by Ofgem following 

the recommendations of a performance panel 

including industry stakeholders. Under RIIO-2 this  

is a 2 year scheme and so the final outcome is 

expected in August 2023. As such the results 

presented in these accounts have been adjusted 

to reflect management's best estimate based on 

performance in prior years and the outcome of  

the mid-year performance panel. The outcome of 

the Forward Plan incentive scheme is estimated to 

be income of £6m for the financial year (2020/21: 

£1m income). 

In its role as system operator, the company is 

also responsible for the administration of charges 

to customers on behalf of the owners of the 

transmission network: National Grid Electricity 

Transmission Plc, Scottish Power Transmission 

Plc, Scottish Hydro Electric Transmission Plc and 

various Offshore Transmission Owners. Under 

IFRS 15, this arrangement is considered to result 

in the company acting as an agent on behalf of 

the transmission network owners. Accordingly, 

revenues are presented on a net basis (amounts 

collected from customers and consideration paid to 

transmission network owners). This comprises the 

entire billing cycle (invoicing and cash collection) 

and our performance obligation is deemed satisfied 

when funds have been remunerated to transmission 

network owners. 

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2. Revenue (continued)

As system operator, we also act as intermediary for various electricity interconnectors in satisfying their 

regulatory obligations. Interconnectors may have a cap on the amount of revenue they are allowed to earn 

during any financial year (1 April to 31 March). Where actual revenues exceed this cap, the excess must be 

passed onto consumers. We invoice and recover this amount from the interconnectors and in turn reduce 

the TNUoS charges due from customers. We recognise an asset for the amounts payable from them, and a 

corresponding liability for the requirement to reduce customer bills, which occurs two financial years after 

the measurement period.

The following table details the disaggregation of revenue between TNUoS and BSUoS.

Revenue for the year ended 31 March

Revenue under IFRS 15:

BSUoS

TNUoS¹

Total revenue from continuing operations

UK Electricity System Operation

2022 
£m

2021 
£m

3,418 

2,076

68 

51

3,486 

2,127

1  TNUoS revenues of £68m are reported net of £3,516m (2021: £3,123m) consideration paid to transmission  
network owners. These revenues reflect the recovery of costs borne by the system operator in relation to  
TNUoS operations. 

Total revenue from continuing operations are generated from operations based in the UK. 

Analysis of BSUoS revenue by major customer, greater than 10% revenue contribution:

Customer A

Customer B

Customer C

2022
£m

412

384

2021
£m

—

—

210

No other single customer contributed 10% or more to the ESO's revenue in either 2022 or 2021.

3. Operating costs

Below we have presented separately certain items included in our operating costs. These include a 

breakdown of payroll costs and fees paid to our auditors.

After exceptional items and remeasurements

Depreciation, amortisation and impairment

Payroll costs

Pensions deficit payments

Rates and property taxes

System balancing costs

Other

Continuing operations

2022
£m

2021
£m

83

61

12

1

47

55

12

1

3,153

1,875

155

96

3,465

2,086

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2
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3. Operating costs (continued) 

(a) Payroll costs

Wages and salaries

Recharge of payroll costs from other National Grid companies

Social security costs

Pension scheme costs

Share-based payments

Severance costs (excluding pension costs)

Total payroll costs

Payroll costs capitalised

Net payroll costs

2022
£m

2021
£m

46

12

7

10

1

—

76

(15)

61

41

—

6

8

1

(1)

55

—

55

(b) Directors' Emoluments

Key management comprises the Board of Directors of the Company who have managerial responsibility  

for National Grid Electricity System Operator Limited.

Aggregate Emoluments

2022
£k

2021
£k

928

1,004

Aggregate emoluments excludes social security, pensions and share-based payments. 

Post-employment benefits are accruing to one Director under a Group defined benefit scheme (2021: one). 

During the year, one Director exercised share options as part of long term incentive plans of the ultimate 

parent company, National Grid plc (2021: three). 

The aggregate emoluments for the highest paid Director were £347,000 for 2022 (2021: £320,000); and total 

accrued annual defined benefit pension at 31 March 2022 for the highest paid Director was £nil (2021: nil).

(c) Number of employees, including Directors

31 March 
2022 
Number

31 March 
2021 
Number

Monthly average 
2022 
Number

Monthly average 
2021 
Number

Electricity System Operator

884

711

835

695

(d) Auditors' remuneration

Audit services

Audit of the Company's financial statements

Other services supplied

Other non-audit fees1

2022
£m

2021
£m

0.2

0.2

0.6

0.3

1  Other services supplied represent £0.5m fees payables for audit services which are required to be carried out by auditors in relation to the Group’s reporting 
requirements to NG plc, and £0.1m for the Contracts for difference independent audit. In particular, this includes fees for reports under section 404 of the US 
Public Company Accounting Reform and Investor Protection Act of 2002 (Sarbanes-Oxley), and assurance fees in relation to regulatory returns.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4. Finance income and costs 

This note details the interest income generated by our financial assets and interest expense incurred on our 

financial liabilities.

Finance income
Interest income and financial instruments:
    Bank deposits and other financial assets

Finance costs
    Other borrowings

Net finance costs from operations

2022
£m

2021
£m

1

1

(2)

(1)

(2)

(1)

5. Tax 

This note gives further details of the total tax charge and tax liabilities, including current and deferred 

tax. The current tax charge is the tax payable on this year’s taxable profits. Deferred tax is an 

accounting adjustment to provide for tax that is expected to arise in the future due to differences  

in accounting and tax bases of profit.

The tax charge for the period is recognised in the income statement, the statement of comprehensive 

income or directly in equity, according to the accounting treatment of the related transaction. The tax 

charge comprises both current and deferred tax.

Current tax assets and liabilities are measured at the amounts expected to be recovered from, or 

paid to, the taxation authorities. The tax rates and tax laws used to compute the amounts are those 

that are enacted or substantively enacted by the reporting date.

The calculation of the ESO's total tax charge involves a degree of estimation and judgement. 

Management periodically evaluates positions taken in tax returns with respect to situations in which 

applicable tax regulation is subject to interpretation. Judgement is made for each position having 

regard to particular circumstances and advice obtained. 

Deferred tax is provided for using the balance sheet liability method and is recognised on temporary 

differences between the carrying amount of assets and liabilities in the financial statements and the 

corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised on all taxable temporary differences and deferred 

tax assets are recognised to the extent that it is probable that taxable profits will be available 

against which deductible temporary differences can be utilised. However, deferred tax assets and 

liabilities are not recognised if the temporary differences arise from the initial recognition of goodwill 

or from the initial recognition of other assets and liabilities in a transaction (other than a business 

combination) that affects neither the accounting nor taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability  

is settled or the asset is realised, based on the tax rates and tax laws that have been enacted or 

substantively enacted by the reporting date.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the 

extent that it is no longer probable that sufficient taxable profits will be available to allow all or part 

of the deferred tax asset to be recovered. Unrecognised deferred tax assets are reassessed at each 

reporting date and are recognised to the extent that it has become probable that future taxable 

profits will allow the deferred tax asset to be recovered.

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5. Tax (continued) 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax 

assets against current tax liabilities and when they relate to income taxes levied by the same taxation 

authority and the ESO intends to settle its current tax assets and liabilities on a net basis.

Tax charged to the income statement:

Total tax charge¹

¹ 2022 includes £3m relating to tax rate changes, this is detailed in the table below.

The tax charge for the year can be analysed as follows:

Current tax

Current tax charge

Corporation tax adjustment in respect of prior years

Total current tax

Deferred tax

Deferred tax charge

Deferred tax adjustment in respect of prior years

Total deferred tax

Total tax charge

2022
£m

7

2021  
£m

7

2022
£m

2021
£m

11

3

14

(4)

(3)

(7)

7

2

—

2

5

—

5

7

4
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Tax charged to equity and other comprehensive income:

The tax charge for the year is higher than (prior year lower than) the standard rate of corporation tax in the UK of 19%:

Before 
exceptional 
items and 
remeasurements

After  
exceptional 
items and 
remeasurements

Before 
exceptional 
items and 
remeasurements

After exceptional 
items and 
remeasurements

2022
£m

20

4

—

3

7

2022
£m

20

4

 —

3

7

2021
£m

40

8

(1)

—

7

2021
£m

40

8

(1)

—

7

Profit before tax from continuing operations

Profit before tax multiplied by UK corporation

   tax rate of 19%

Effect of:

   Adjustments in respect of prior years

   Deferred tax impact of change in UK tax rate

Total tax charge

Effective tax rate

35.2%

35.2%

17.5%

17.5%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5. Tax (continued) 

Factors that may affect future tax charges 

In the Spring Budget 2021, the UK government announced an increase in the main corporation tax 

rate from 19% to 25% with effect from 1 April 2023. This was substantively enacted on 24 May 2021. 

Deferred tax balances as at 31 March 2022, that are expected to reverse after 1 April 2023, have been 

calculated at 25%. 

The Directors will continue to monitor the developments driven by Brexit, the OECD’s Base Erosion and 

Profit Shifting (BEPS) project and European Commission initiatives including fiscal aid investigations.  

At this time the Directors do not expect this to cause any material impact on future tax charges.

Governments across the world including the UK have introduced various stimulus / reliefs for 

businesses to cope with the impact of Covid-19 pandemic. The Directors will monitor as the details 

become available for any that may materially impact our future tax charges.

Tax included within the statement of financial position

The following are the major deferred tax assets and liabilities recognised, and the movements thereon,  

during the current and prior reporting periods:

Deferred tax (liabilities) / assets:

At 1 April 2021

Credited to income statement

At 31 March 2022

Accelerated 
tax 
depreciation

Other net 
temporary 
differences

£m

(17)

5

(12)

£m

(1)

2

1

Total

£m

(18)

7

(11)

Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and 

there is intention to settle the balances net. The deferred tax balances (after offset) for statement of 

financial position purposes consist solely of deferred tax liabilities of £11m.

6. Dividends

Dividends represent the return of profits to shareholders. Dividends are paid as an amount per ordinary 

share held. We retain part of the profits generated in the year to meet future growth plans and meet our 

gearing target and pay out the remainder per our dividend policy.

Interim dividends are recognised when they become payable to the Company’s shareholders.  

Final dividends are recognised when they are approved by shareholders.

On 20 July 2022, the Board of directors proposed no final dividend for the year ended 31 March 2022 

(2021: £67m).

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6
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7. Intangible assets 

Intangible assets relate to software, which is written down (amortised) over the period we expect to receive a 

benefit from the asset. Identifiable intangible assets are recorded at cost less accumulated amortisation and 

any provision for impairment. Intangible assets are tested for impairment only if there is some indication that the 

carrying value of the assets may have been impaired.

Impairments of assets are calculated as the difference between the carrying value of the asset and the 

recoverable amount, if lower. Where such an asset does not generate cash flows that are independent from 

other assets, the recoverable amount of the cash-generating unit to which that asset belongs is estimated. 

Impairments are recognised in the income statement and are disclosed separately. Any assets which suffered 

impairment in a previous period are reviewed for possible reversal of the impairment at each reporting date.

Internally generated intangible assets, such as software, are recognised only if: an asset is created that can be 

identified; it is probable that the asset created will generate future economic benefits; and that the development 

cost of the asset can be measured reliably. Where no internally generated intangible asset can be recognised, 

development expenditure is recorded as an expense in the period in which it is incurred.

Intangible assets under development are not amortised. Other non-current intangible assets are amortised on 

a straight-line basis over their estimated useful economic lives. The amortisation period for software is usually 

between three to seven years but can be up to ten years.

Cloud computing arrangements are reviewed to determine if the Company has control of the software intangible 

asset. Control is considered to exist where the Company has the right to take possession of the software and 

run it on its own or a third party’s computer infrastructure or if the Company has exclusive rights to use the 

software such that the supplier is unable to make the software available to other customers. 

Costs relating to configuring or customising the software in a cloud computing arrangement are assessed to 

determine if there is a separate intangible asset over which the Company has control. If an asset is identified, it 

is capitalised and amortised over the useful economic life of the asset. To the extent that no separate intangible 

asset is identified, then the costs are either expensed when incurred or recognised as a prepayment and spread 

over the term of the arrangement if the costs are concluded to not be distinct. The accounting for costs incurred 

in cloud computing arrangements represents the application of new accounting guidance for the Company for 

the year ended 31 March 2022. Certain costs which were previously capitalised in respect of the Company's 

cloud computing arrangements have been expensed in the period (£7m).

Cost at 31 March 2020

Additions

Disposals

Reclassifications

Transfers

Cost at 31 March 2021

Additions

Reclassifications

Transfers¹

Cost at 31 March 2022

Accumulated amortisation at 1 April 2020

Amortisation charge for the year

Disposals

Accumulated amortisation at 31 March 2021

Amortisation charge for the year

Impairment

Accumulated amortisation at 31 March 2022

Net book value at 31 March 2022

Net book value at 31 March 2021

Software
£m
185

Assets in the course 
of construction
£m
53

Total
£m
238

—

(14)

46

(9)

208

—

86

18

312

(30)

(35)

15

(50)

(58)

(1)

(109)

203

158

54

(1)

(23)

9

92

89

(86)

—

95

—

—

—

—

—

(10)

(10)

85

92

54

(15)

23

—

300

89

—

18

407

(30)

(35)

15

(50)

(58)

(11)

(119)

288

250

1 Transfers represents amounts transferred (to)/from property, plant and equipment (see Note 8).

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8. Property, plant and equipment 

The following note shows the physical assets 

estimated useful economic lives, consideration 

controlled by us. The cost of these assets primarily 

is given to any contractual arrangements and 

represents the amount initially paid for them. 

operational requirements relating to particular 

This includes both their purchase price and the 

assets. The assessments of estimated useful 

construction and other costs associated with getting 

economic lives and residual values of assets are 

them ready for operation. A depreciation expense is 

performed annually. 

charged to the income statement to reflect annual 

wear and tear and the reduced value of the asset 

over time. Depreciation is calculated by estimating 

the number of years we expect the asset to be  

used (useful economic life) and charging the cost  

of the asset to the income statement equally over 

this period.

With effect from 1 April 2019, new lease 

arrangements entered into are recognised as a 

right-of-use asset and a corresponding liability 

at the date at which the leased asset is available 

for use by the company. The right-of-use asset 

and associated lease liability arising from a lease 

are initially measured at the present value of the 

Property, plant and equipment is recorded at  

lease payments expected over the lease term. The 

cost, less accumulated depreciation and any 

discount rate applied is the rate implicit in the lease 

impairment losses.

Cost includes the purchase price of the asset, any 

payroll and finance costs incurred which are directly 

attributable to the construction of property, plant 

and equipment as well as the cost of any associated 

asset retirement obligations.

Property, plant and equipment includes assets in  

which the ESO’s interest comprises legally protected 

statutory or contractual rights of use. Additions 

represent the purchase or construction of new 

assets, including capital expenditure for safety 

and environmental assets, and extensions to, 

enhancements to, or replacement of existing assets. 

All costs associated with projects or activities  

which have not been fully commissioned at the 

period end are classified within assets in the course 

of construction.

No depreciation is provided on freehold land or 

assets in the course of construction. 

Other items of property, plant and equipment 

are depreciated, on a straight-line basis, at rates 

estimated to write off their book values over their 

estimated useful economic lives. In assessing 

or if that is not available, then the incremental rate 

of borrowing for a similar term. The lease term takes 

account of exercising any extension options that are 

at our option if we are reasonably certain to exercise 

the option and any lease termination options unless 

we are reasonably certain not to exercise the option. 

The lease term does not include any lease extension 

options at the option of the lessor but does include 

lease termination options unless we are reasonably 

certain that the lessor will not exercise them. Each 

lease payment is allocated between the liability and 

finance cost. The finance cost is charged to the 

income statement over the lease period using the 

effective interest rate method. The right-of-use asset 

is depreciated over the shorter of the asset’s useful 

life and the lease term on a straight-line basis. For 

short-term leases (lease term of 12 months or less) 

and leases of low value assets (such as computers), 

the Group continues to recognise a lease expense 

on a straight-line basis.

Unless otherwise determined by operational 

requirements, the depreciation periods for the  

principal categories of property, plant and 

equipment are, in general, as shown in the  

table below:

Freehold and Leasehold buildings

Motor vehicles

Office equipment

Years

10 to 50

5 to 7 

3 to 10

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8. Property, plant and equipment (continued) 

Gains and losses on disposals are determined by 

an asset does not generate cash flows that are 

comparing the proceeds with the carrying amount 

independent from other assets, the recoverable 

and are recognised within operating profit in the 

amount of the cash-generating unit to which that 

income statement.

asset belongs is estimated.

Items within property, plant and equipment are 

Impairments are recognised in the income statement 

tested for impairment only if there is some indication 

and if immaterial are included within depreciation 

that the carrying value of the assets may have  

charge for the year.

been impaired.

Any assets which suffered impairment in a previous 

Impairments of assets are calculated as the 

period are reviewed for possible reversal of the 

difference between the carrying value of the asset 

impairment at each reporting date.

and the recoverable amount, if lower. Where such 

Cost at 31 March 2020

Additions

Disposals

Reclassifications

Cost at 31 March 2021

Additions

Reclassifications

Transfers¹

Cost at 31 March 2022

Accumulated depreciation at 1 April 2020

Depreciation charge for the year

Impairment

Accumulated depreciation at 31 March 2021

Depreciation charge for the year

Accumulated depreciation at 31 March 2022

Net book value at 31 March 2022

Net book value at 31 March 2021

Land and 
buildings

Plant and 
machinery

Assets in the 
course of 
construction

£m

31

2

—

—

33

—

—

—

33

(5)

(4)

—

(9)

(3)

(12)

21

24

£m

17

6

—

6

29

1

2

(6)

26

—

—

—

—

—

—

26

29

£m

72

27

1

(55)

45

19

(27)

(12)

25

—

—

(3)

(3)

—

(3)

22

42

Motor 
vehicles 
and office 
equipment

£m

16

—

—

26

42

—

25

—

67

(3)

(6)

—

(9)

(11)

(20)

47

33

Total 

£m

136

35

1

(23)

149

20

—

(18)

151

(8)

(10)

(3)

(21)

(14)

(35)

116

128

1 Included within transfers are assets transferred to intangibles (see Note 7) to the value of £18m.

Right-of-use assets are included within the net book value of property, plant and equipment at 31 March 2022. 

The total net book value of these assets as at 31 March 2022 was £305,000 (2021: £32,000) in respect of the 

motor vehicles and office equipment category.

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9. Other non-current assets 

Non-current assets are initially recognised at fair value and subsequently measured at amortised cost.  

There is no material difference between the fair value and the carrying value of other non-current assets.

Other assets¹ 

2022
£m

—

— 

2021
£m

109

109

1  2021 includes £109m relating to TNUoS charges caused by timing difference between amounts charged to customers and that passed through to the GB 
Transmission Owners, this includes regulatory term 'K'. 2022 timing differences are presented within Trade and other receivables as they are collectable 
during 2023.

10. Financial assets and other investments 

The financial assets and other Investments balance 

They are initially recognised on trade date at fair 

of £263m comprises current loans to the ultimate 

value less transaction costs and expected losses.  

parent company and restricted cash balances  

In the current year, the transaction value equals  

in relation to Network Innovation Competition  

fair value.

(NIC) projects.

Interest income is recognised using the effective 

Debt instruments that have contractual cash flows 

interest method. Interest income, together with 

that are solely payments of principal and interest, 

gains and losses when the loans and receivables 

and which are held within a business model whose 

are derecognised or impaired, is recognised in the 

objective is to collect contractual cash flows, are 

income statement.

held at amortised cost. 

Current

Restricted cash

Loans and receivables

Financial assets and other investments comprise the following:

NIC restricted cash deposits

Loans and receivables - amount due from the ultimate parent company

2022
£m

2021
£m

4

259

263

4

259

263

18

186

204

18

186

204

The carrying value of current financial assets at amortised cost approximates their fair values, primarily  

due to short-dated maturities. The exposure to credit risk at the reporting date is the fair value of the  

financial investments. 

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11. Trade and other receivables 

Trade and other receivables are amounts  

Trade receivables are non-interest-bearing and 

which are due from our customers for services  

generally have a 30 day term. Due to their short 

we have provided.

Trade and other receivables are initially  

recognised at fair value and subsequently  

measured at amortised cost, less any appropriate 

allowances for estimated irrecoverable amounts.

maturities, the fair value of trade and other 

receivables approximate to their book value.  

All other receivables are recorded at amortised  

cost. The provision for impairment of receivables  

as at 31 March 2022 was £36m (2021: £17m).

Current

Trade receivables

Amounts owed by ultimate parent

Accrued income

Prepayments

Other receivables¹

2022
£m

2021
£m

113

—

468

—

162

743

106

1

361

1

62

531

¹ 2022 includes £79m relating to TNUoS charges caused by timing difference between amounts charged to customers  
and that passed through to the GB Transmission Owners, this includes regulatory term 'K'. 

Provision for impairment of receivables

A provision matrix is not used to assess expected loss rates as an assessment is performed 

on individual debtors.

At 1 April

Charge/(write-off) for the year¹

Amounts recovered in the year

At 31 March

2022
£m

2021
£m

17

19

—

36 

31

(15)

1

17

¹  There are no write-offs in 2022.   
 2021 Includes write-offs in year for Margree Wind Farm £11m and Iresa £2m (provision acquired with business utilised). 

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12. Cash and cash equivalents 

Cash and cash equivalents include cash balances, 

Cash at bank earns interest at floating rates based 

together with short-term investments with an original 

on daily bank deposit rates. Short-term deposits 

maturity of less than three months that are readily 

are made for periods varying between one day and 

convertible to cash.

Net cash and cash equivalents reflected in the cash 

flow statement are net of bank overdrafts, which 

three months, depending on the immediate cash 

requirements, and earn interest at the respective 

short-term deposit rates.

are reported in borrowings. The carrying amounts 

Net cash and cash equivalents held in currencies 

of cash and cash equivalents and bank overdrafts 

other than sterling have been converted into sterling 

approximate their fair values.

at year-end exchange rates.

Cash at bank and short-term deposits

2022
£m

6

2021
£m

12

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13. Borrowings 

We borrow money primarily in the form of borrowings from our ultimate parent company.  

These are for a fixed term and have floating interest rates. 

Our price controls lead to an optimal ratio of debt to equity and, as a result, we issue debt to maintain  

this balance.

Borrowings are initially recorded at fair value. This normally reflects the proceeds received (net of direct  

issue costs for liabilities measured at amortised cost). Subsequently these are stated at amortised cost.  

Any difference between the proceeds after direct issue costs and the redemption value is recognised over 

the term of the borrowing in the income statement using the effective interest method. 

Information on our net debt is presented in Note 19. 

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Bank loan and overdrafts

Borrowings from the ultimate parent company

Total borrowings

2022
£m

2021
£m

20

121

141

141

—

120

120

120

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The bank loan and overdraft is repayable on demand and the loan from the ultimate parent company matures 

on 1 April 2027, though may be repayable with 30 days notice if the Company ceases to be at least 99.99% 

owned directly or indirectly by National Grid plc.

At 31 March 2022, we had committed external credit facilities of £550m of which £550m was undrawn  

(2021: £550m of which £550m undrawn). We also have £550m of intercompany credit facilities with our 

ultimate parent, National Grid plc of which £550m was undrawn (2021: £550m of which £550m undrawn).  

All of the unused facilities at 31 March 2022 are available for liquidity purposes.

None of the ESO's borrowings are secured by charges over assets of the Company.

Lease liabilities

Lease liabilities are initially measured at the present value of the lease payments expected over the lease 

term. The discount rate applied is the rate implicit in the lease or if that is not available, then the incremental 

rate of borrowing for a similar term. The lease term takes account of exercising any extension options that are 

at our option if we are reasonably certain to exercise the option and any lease termination options unless we 

are reasonably certain not to exercise the option. Each lease payment is allocated between the liability and 

finance cost. The finance cost is charged to the income statement over the lease period using the effective 

interest rate method.

Right-of-use assets were included within property, plant and equipment (see Note 8) at 31 March 2022 with 

outstanding leases to the value of £387,000 (2021: £130,000) relating to motor vehicles.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14. Trade and other payables 

Trade and other payables include amounts owed to suppliers, tax authorities and other parties which are due 

to be settled within 12 months. The total also includes deferred amounts, some of which represents monies 

received from customers but for which we have not yet delivered the associated service. These amounts are 

recognised as revenue when the service is provided.

Trade payables are initially recognised at fair value and subsequently measured at amortised cost.

Trade payables

Social security and other taxes¹

Deferred income²

Amounts owed to fellow subsidiaries of National Grid plc

Other payables

2022
£m

2021
£m

323

244

235

30

114

946

288

133

180

38

98

737

¹ Includes Value Added Tax of £243m (2021: £132m).

²  2021 includes £61m relating to TNUoS charges caused by timing differences between amounts charged to customers and that 
passed through to the GB Transmission Owners, this includes regulatory term 'K'. 2022 timing differences are presented within 
Trade and other receivables as they are collectible during 2023.

Due to their short maturities, the fair value of trade payables approximates their book value.

15. Other non-current liabilities 

Non-current liabilities are initially recognised at fair value and subsequently measured at amortised cost. 

There is no material difference between the fair value and the carrying value of other payables.

Deferred income

Other payables¹

Other non-current liabilities

2022
£m

2021
£m

—

39

39

2

25

27

¹Balances held in relation to application fees collected on behalf of GB Transmission Owners.

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16. Provisions

We make provisions when an obligation exists, resulting from a past event and it is probable that cash will be 

paid to settle it, but the exact amount of cash required can only be estimated.

The main estimates relate to provisions for restructuring plans. The evaluation of the likelihood of the 

contingent events has required best judgement by management regarding the probability of exposure to 

potential loss. Should circumstances change following unforeseeable developments, the likelihood could alter.

Provisions are recognised where a legal or constructive obligation exists at the reporting date, as a result of a 

past event, where the amount of the obligation can be reliably estimated and where the outflow of economic 

benefit is probable.

Changes in the provision arising from revised estimates or discount rates or changes in the expected timing 

of expenditures are recognised in the income statement.

At 1 April 2020

Utilised

At 31 March 2021

Additions

Unused amounts reversed

Utilised

At 31 March 2022

Current

Non-current

Restructuring
£m

Other
£m

Total
£m

12

(10)

2

2

(1)

(2)

1

2022
£m

2

—

2

—

—

—

1

—

—

1

—

—

2

3

(1)

(2)

2

2021
£m

2

—

2

Restructuring provision

The provision reflects on-going cost efficiency and restructuring programmes being undertaken  

in the wider National Grid group for which the company receives an allocation as it takes services  

from centralised support functions.

Other provision

Other provisions include a provision for IT Licences.

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17. Share capital and share premium 

Ordinary share capital represents the total number of shares issued.

Share capital is accounted for as an equity instrument. An equity instrument is any contract that includes a 

residual interest in the consolidated assets of the Company after deducting all its liabilities and is recorded at 

the proceeds received, net of direct issue costs, with an amount equal to the nominal amount of the shares 

issued included in the share capital account and the balance recorded in the share premium account.

Number of  
shares  
2022  
millions

Number of 
shares  
2021  
millions

2022 
£m

2021 
£m

At 31 March 2021 and 2022 -  

ordinary shares of 1p each

Allotted, called-up and fully paid

330

330

330

330

Number 
of shares 
millions

Par value 

Share 
premium

£m

£m

Total

£m

At 31 March 2022

330

3

327

330

18. Other equity - Merger reserve 

Other equity reserves are different categories of equity as required by accounting standards and represent 

the impact of a number of our historical transactions.

At 31 March 2022, the ESO held one form of other equity, being a merger reserve. The merger reserve arose 

on the acquisition of the ESO business on 1 April 2019. This acquisition did not fall within the scope of IFRS 

3 Business Combinations, thus, assets and liabilities were transferred at their net book value. The difference 

between the net book value and consideration paid for the assets and liabilities acquired resides within  

this reserve. 

As the amounts included in other equity reserves are not attributable to any of the other classes of equity 

presented, they have been disclosed as a separate classification of equity.

At 31 March 2021 & 31 March 2022

Merger reserve
£m

142

The merger reserve is principally attributable to the ESO business’s exclusive licence and profitability. 

Merger reserve balance remains at £142m at 31 March 2022, £56m is considered realised for the purposes of 

assessing the company’s distributable profits and £86m is considered unrealised. Accordingly, at 31 March 

2022 the profits available for distribution by the company were £32m, comprising the whole of the company’s 

retained earnings less the realised element of the merger reserve.

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5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19. Net debt

Net debt represents the amount of borrowings and 

primary objective of the treasury function is to 

overdrafts less cash, current financial investments 

manage our funding and liquidity requirements. 

and related financing derivatives.

A further important objective is to manage the 

Funding and liquidity risk management is carried 

out by the National Grid plc treasury function under 

policies and guidelines approved by the Finance 

Committee of the National Grid plc Board, these 

policies have been deemed applicable at the ESO 

associated financial risks, in the form of interest 

rate risk and foreign exchange risk, to within pre-

authorised parameters. Further details can be found 

in the National Grid plc accounts available publicly, 

details on how to access can be found in Note 22.

by their respective board of directors. The Finance 

Investment of surplus funds, usually in short-term 

Committee is responsible for the regular review and 

fixed deposits or placements with money market 

monitoring of treasury activity and for the approval 

funds that invest in highly liquid instruments of high 

of specific transactions, the authority for which fall 

credit quality, is subject to our counterparty risk 

outside the delegation of authority to management.

management policy. 

The ESO apply the National Grid plc group policy 

and we utilise the group treasury function. The 

(a) Reconciliation of net cash flow to movement in net debt

(Decrease)/Increase in cash and cash equivalents

(Decrease)/Increase in financial investments

Increase in borrowings and related derivatives

Net interest receivable/(payable) on the components of net debt

Change in net debt resulting from cash flows

Movement in net debt in the year

Net debt at the start of the year

Net debt at the end of the year

2022
£m

(6)

59

(21)

—

32

32

96

128

2021
£m

11

(160)

—

1

(148)

(148)

244

96

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19. Net debt (continued)

Composition of net debt

Net debt is summarised as follows:

Cash, cash equivalents and financial investments

Borrowings and bank overdrafts

(b) Analysis of changes in net debt

2022
£m

269

(141)

128

2021
£m

216

(120)

96

At 1 April 2021

Cash flow

Interest income/(charges)

At 31 March 2022

Balances at 31 March 2022 comprise:

Current assets

Current liabilities

Cash 
and cash 
equivalents 

Financial 
investments

Borrowings

Total 
debt 

£m

12

(6)

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6

£m

204

59

263

263

—

263

£m

(120)

(20)

(1)

(141)

—

(141)

(141)

£m

96

33

(1)

128

269

(141)

128

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20. Commitments and contingencies 

Commitments are those amounts that we are contractually required to pay in the future as long as the other 

party meets its obligations. These commitments primarily relate to contract for the purchase of assets 

which, in many cases, extend over a long period of time. We also disclose any contingencies, which include 

guarantees that companies have given, where we pledge assets against current obligations that will remain 

for a specific period.

Future capital expenditure

Contracted for but not provided

Balances as at 31 March 2022 comprise:

Amounts due: Less than 1 year

More than 1 year

2022
£m

2021
£m

26

26

—

26

25

24

1

25

Litigation and claims

Through the ordinary course of our operations, we are party to various litigation, claims and investigations. 

We do not expect the ultimate resolution of any of these proceedings to have a material adverse effect on our 

results of operations, cash flows or financial position. 

Pension Scheme Contributions

The ESO is a participating employer in the National Grid ESPS defined benefit pension scheme. Following 

completion of the March 2019 valuation, we are responsible for making contributions into the scheme 

equivalent to 44% (average) of remaining active employees pensionable salaries. 

In 2021/22, we also contributed an additional amount into the scheme relating to the funding deficit to the 

value of £12m (2021: £12m). This additional payment is made in line with the regulatory treatment determined 

by Ofgem. The most recently agreed recovery plan for the scheme runs until FY24. As the ESO is not the 

sponsoring employer of the scheme, there is no contractual obligation or requirement to make a provision for 

scheme costs.

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21. Related party transactions 

A related party is a company or individual who also has an interest in us, for example a company that 

provides a service to us with a director who holds a controlling stake in that company and who is also a 

Director of National Grid Electricity System Operator Limited. The related parties identified include fellow 

subsidiaries, joint ventures, associated undertakings, investments and key management personnel.

The following significant transactions with related parties were in the normal course of business. Amounts 

receivable from and payable to related parties are due on normal commercial terms:

Income:

Goods and services supplied¹

Expenditure:

Services received²

Corporate services received

Interest paid on borrowings from ultimate parent

Interest received on borrowings to ultimate parent

Balance Sheet as at 31 March

Lending to ultimate parent (amounts due within one year)

Borrowings from ultimate parent (amounts due within one year)

Amounts included in Trade and other payables

At 31 March

2022
£m

2021
£m

13

13

1

1

(1,958)

(1,879)

(3)

(1)

1

—

—

—

(1,961)

(1,879)

259

(121)

(32)

106

186

(120)

(38)

27

¹  Includes TNUoS related pre and post vesting charges to Western Power Distribution of £19m and payments made to Britned Development 

Limited £4.1m, IFA £1.7m and Nemo Link Limited £0.3m under the Interconnector cap and floor regime operated by Ofgem.

² Expenditure includes TNUoS revenue collection for National Grid Electricity Transmission plc of £1,945m and £8.2m for balancing services 

from the above Interconnectors. 

In the UK, National Grid operates a centralised Support Function model. Costs for these functions including 

IT, procurement, and payroll services are initially borne by National Grid Gas plc and National Grid Electricity 

Transmission plc. NGESO receives an allocation of these costs based on its relative usage. The allocated 

costs are included within operating costs and totalled £63m (2021: £51m).

On 6 October 2021 Elexon requested and was granted a short term loan of £10m to cover a cash shortfall it 

had on settlements. The loan, and associated interest, was repaid in full by 31 October 2021.

Amounts receivable from or payable to related parties in respect of income and expenditure are ordinarily 

settled one month in arrears. Advances to and borrowings from fellow subsidiary undertakings are repayable 

on demand and bear interest at commercial rates.

Expenditure balances relate to the collection of TNUoS revenues on behalf of National Grid Electricity 

Transmission plc. Under IFRS 15 we act as an agent and these balances are shown net within our revenue 

figure. Further details of this relationship have been provided in Note 2.

Information relating to pension fund arrangements is disclosed in Note 20.

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22. Ultimate parent company 

This note shows the immediate and ultimate parent companies for these  

financial statements.

National Grid Electricity System Operator Limited’s immediate parent company is  

National Grid Holdings One plc. The ultimate parent company, and controlling party,  

is National Grid plc. Both companies are incorporated in Great Britain and are registered  

in England and Wales. National Grid plc consolidates the financial statements of  

National Grid Electricity System Operator Limited. 

Copies of the consolidated financial statements of National Grid plc may be obtained from  

the Company Secretary, 1-3 Strand, London WC2N 5EH, or on our company website here.

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23. Subsidiaries and associates 

The ESO holds investments in subsidiaries and associates, the company includes contributions  

from associates which are detailed in the below table.

Subsidiary undertakings

The list below contains all subsidiaries held by National Grid Electricity System Operator Limited.

Elexon Limited¹ 
4th Floor 350 Euston Road, London NW1 3AW

Electricity market Balancing and Settlement 
Code company for Great Britain

Principal activity

Holding

100%

¹ National Grid Electricity System Operator does not consolidate its wholly owned subsidiary Elexon Limited, as it does not control the entity.

The subsidiary is incorporated in England and Wales.

The Elexon Limited shares were inherited on the 1st April 2019 as part of the purchase of the  

ESO business from NGET plc.

Associates

The list below contains all associates included within the National Grid Electricity System Operator Limited.

Coreso SA (incorporated in Belgium) 
71 Avenue de Cortnbergh, 1000 Bruxelles, Belgium

Associate in relation to a European regional 
transmission operations coordination centre

Principal activity

Holding

16%

The Coreso SA shares were inherited on the 3rd May 2019 as part of the purchase of the ESO business  

from NGET plc.

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References to the ‘Company’, ‘we’, ‘our’ and ‘us’ refer to National Grid Electricity System Operator Limited itself.

Carbon intensity 
The measure of CO2 emissions produced  
per kilowatt hour of electricity consumed. 

National Grid 
National Grid plc, the ultimate parent company of National Grid 
Electricity System Operator Limited and its controlling party. 

EMR Delivery Body
Provides independent evidence and analysis to the UK Government 
to inform its decisions on the key rules and parameters to achieve 
the Government's policy objectives under EMR, administers key 
elements of the capacity mechanism and contracts for difference 
regime and reports to the Government annually on performance 
against the Government's delivery plan. 

Electricity Market Reform (EMR) 
A government policy to incentivise delivery of low carbon energy 
supplies whilst maintaining security of supply and minimising the 
cost to the consumer. 

EU 
European Union. 

FRS 
Financial Reporting Standard. 

GAAP 
Generally Accepted Accounting Principles. 

GHG 
Greenhouse gas. 

GW 
Gigawatt 1,000,000 kilowatts. 

GWh 
Gigawatt hours. 

HSE 
Health and Safety Executive. 

IAS 
International Accounting Standard. 

IASB 
International Accounting Standards Board. 

IFRIC 
The International Financial Reporting Interpretations Committee, 
which provides guidance on how to apply accounting standards. 

IFRS 
International Financial Reporting Standard. 

KPI 
Key Performance Indicator. 

Lost time injury 
A work-related injury which causes a person to be away from 
work for at least one normal shift after the shift on which the injury 
occurs, because the person is unfit to perform his or her duties. 

Ofgem 
The Office of Gas and Electricity Markets.

Regulatory asset value (RAV) 
The value ascribed by Ofgem to the capital employed in the 
licensed business. It is an estimate of the initial market value  
of the regulated asset base at privatisation, plus subsequent 
allowed additions at historic costs, less the deduction of annual 
regulatory depreciation. Deductions are also made to reflect the 
value realised from the disposal of certain assets that formed part 
of the regulatory asset base. It is also indexed to the RPI to allow  
for effects to inflation. 

Regulated controllable operating costs 
Total operating costs under IFRS less depreciation and certain 
regulatory costs where, under our regulatory agreements, 
mechanisms are in place to recover such costs in current or  
future periods. 

RIIO 
The revised regulatory framework issued by Ofgem which was 
implemented in the eight-year price controls which started on  
1 April 2013. 

RoE 
A performance metric measuring returns from the investment of 
shareholders’ funds. UK regulated return on equity is a measure of 
how a business is performing operationally against the assumptions 
used by Ofgem. These returns are calculated using the assumption 
that the businesses are financed in line with the regulatory 
adjudicated capital structure, at the assumed cost of debt and that 
UK taxation paid is at the level assumed by Ofgem. 

RPI 
UK Retail Price Index. 

Tonnes CO2 equivalent 
Measure of greenhouse gas emissions in relation to the impact  
of carbon dioxide. 

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TW 
Terawatt, 1,000 Gigawatts. 

TWh 
Terawatt hours.

 
 
 
 
 
 
1-3 Stand, London, WC2N 5EH

www.nationalgrideso.com