Annual Report and
Accounts 2019
Brilliant People
Bolder Decisions
Transforming the relationship business
and government have with data.
Introduction
Making data driven
transformation a reality
Our business is based on a
simple truth; without the right
people doing the right things
the promise of data and the
transformations it can enable,
remains a dream.
By collaboratively building a
community of data experts we
will make better, faster and
surer decisions possible in our
businesses, governments and
lives.
Our mission is to release the
potential in data to help our
clients grow. We provide a
challenger spirit and expertise
that enables organisations to
make insight available to people
at every level – so they can make
better decisions.
Data doesn’t only justify
decisions, it suggests options
that were previously unimagined.
From helping chefs to plan
school menus to police forces
combat terrorism proactively, it is
transforming our world.
Positive change will depend on
seeing data not as a technical
problem of networks and
reservoirs but as a human
process. It will ultimately be
our curiosity and integrity
that delivers not only the right
commercial outcomes but also
impacts society positively.
We are partnering with
organisations to provide the
skills and knowhow to turn
information into an effective and
positive driver for change. We
are collaboratively building the
most dynamic community of data
experts, enabling our clients to
realise that vision.
Data doesn’t
only justify
decisions,
it suggests
options
that were
previously
unimagined.
Over 45 years of trusted relationships with our clients.
Parity helps organisations find the right people, skills and data to support
confident data-led business decisions.
We advise on data and we provide access to skills either as a managed service,
through resourcing in the contract or permanent market, or as part of a learning
and development programme.
Our work comes from a mix of long-term contracts with public and private
sector organisations as well as expanded projects with existing clients as a
result of strong relationships and a track record of high client satisfaction.
Parity annual report and accounts 2019
Introduction
03
About Parity
Our strategic goal
Our financial goal
To equip our clients with the data skills and
advice necessary to make bold, commercial
decisions.
To grow net profitability with a more robust
margin mix.
Our Purpose
We are the trusted partner of
data driven transformation.
Our Mission
We provide expertise that
delivers positive growth for
clients through realising the true
value of their data.
Our Vision
To build the world’s most
dynamic community of data
experts, enabling our clients to
realise their vision.
Our values
We’re collaborative
We believe in partnership - internally
and externally. By building trust and
a community of experts we make
transformation possible because
change isn’t easy and needs strong,
positive relationships.
We’re curious
A thirst for discovering what is possible
drives us. Data is changing the world,
and will answer many of humanity’s
challenges, great and small. Curiosity
inspires us to seek out new answers by
asking the right questions.
We have integrity
Building communities demands honesty
and fulfilling on your promise. Human
integrity is the bedrock of what all else is
built on and, like data integrity, creates
solutions our clients can rely on.
We bring a challenger spirit
Bringing down the walls, silos and
outdated anachronisms of data
complexity is how we challenge the
problems in front of us, bringing new
solutions, new thinking and new teams
to realise our client’s vision and realise
the true value of their data.
We’re focused on commercial
outcomes
Data exists to provide value, we don’t
problem solve in a vacuum, but with a
commercial outlook that helps us be
trusted partners to our clients as they
realise the opportunities of data driven
transformation.
Section one
Strategic report
Contents
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 02
About Parity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 03
Section one
Strategic report
Chairman’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 06
Chief Executive’s Statement . . . . . . . . . . . . . . . . . . . . . . 08
Our Timeline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Case Studies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
A New Operating Model . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Operational and Finanicial Review . . . . . . . . . . . . . . . . . 18
Section two
Governance
Corporate Governance Report . . . . . . . . . . . . . . . . . . . . 26
The Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Corporate Social Responsibility Report . . . . . . . . . . . . . 34
Remuneration Committee Report . . . . . . . . . . . . . . . . . . 39
Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . 46
Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Statement of Directors’ Responsibilities . . . . . . . . . . . . . 52
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . 54
Section three
Accounts, notes and other information
Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . 70
Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
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Strategic report
7
Chairman’s report
2019 – Transformation on track
Parity underwent very
significant change during 2019.
At the beginning of the year
we appointed our new chief
executive Matthew Bayfield and
the Board asked him to address
the structural changes that
were impacting our markets and
undermining our ability to earn
returns for shareholders from
the recruitment market. The loss
of a large framework contract in
Scotland at the beginning of the
year and the end of a significant
consultancy contract were both
further catalysts for change, they
gave us an urgency in our pursuit
of a new business model that will
deliver for all our stakeholders.
I am pleased to be able to report
that we have made great progress in
implementing our new strategy and
the transformation of our business is
very much on track. Whilst revenues,
EBITDA and adjusted profit before
tax are all lower than in the previous
year this is in line with the Board’s
expectations. We have moved to
a new business model, taken a
significant level of cost out of the
business and invested in new talent.
That we have been able to achieve
such a significant organisational
change whilst still reporting a
modest adjusted profit before tax,
and improving our cash position,
gives us confidence in the future of
the business.
Strategy
Our strategy is a reflection of our
clients’ needs. Data is a huge
challenge for businesses; the volume
of data in data centre storage is
five times higher than it was five
years ago and that rate of growth is
forecast to continue. For businesses,
that makes decision making more
complex and the analysis of data
more difficult, and to make matters
more challenging, data analytic
skills are scarce and data gurus at a
premium.
That is Parity’s opportunity, our
strategy is to help our clients realise
the true value of their data. We can
do that in different ways; we can help
them find data expertise because
we have access to a community of
experts, we can teach our clients’
people to become data experts and
we can take on our clients’ data
services as a consultancy project,
and of course we can offer them
any combination of all three of those
services.
Board and people
Matthew Bayfield joined the board
as Chief Executive in February 2019
and had an immediate impact on the
business. He and Roger Antony, our
CFO, have been responsible for the
implementation of the new strategy
which has seen us move a number
of people out of the business and
recruit others with the skills we
require to develop new services and
take them to market. It is never an
easy task to make such significant
people changes, we have tried very
hard to ensure that we have treated
all concerned with respect and
fairness. We have welcomed some
new and very talented people to the
business, and we have changed the
way we incentivise people to align
management and shareholder’s
interests, moving to a profit based
incentive plan.
The Board wishes to record its
thanks to all of the staff who have
contributed to the transformation
of our business, much hard work
has gone into ensuring we remain
focused on delivering for existing
clients and identifying potential new
clients. We are fortunate to have an
enthusiastic and talented team.
Results
Revenue across the Group was
6.6% lower at £80.4 million, largely
as a result of lower recruitment
revenues as our large contract with
the Scottish Government, which was
not renewed in early 2019, began to
wind down. The Group continues
to be cash generative and helped
by a reduction in working capital
we generated £3.4m in cash from
operations taking us to a net cash
positive position of £0.9m at the
year end. Adjusted profit before
tax of £115k was in line with our
expectations. After non-recurring
items of £1.2m before tax, we
recorded a loss before tax for the
year of £1.1m (2018: profit before
tax of £0.4m ). Going forward
we will look to build revenues in
higher margin service lines such
as consultancy and learning and
development and also change the
nature of our recruitment offer to
higher margin work.
Financing and dividend
In May we renewed our banking
arrangements with PNC for a further
two years at more competitive rates,
resulting in a £10m facility at 2.00%
above base. The exceptional cash
performance at the end of 2019 left
us with £0.9m of net cash at the year
end. An improved cash position
will give us further flexibility when
reviewing our facility, which has a
minimum period to May 2021. The
Board is not proposing a dividend
at this time but will keep this policy
under review.
Current trading and outlook
The significant disruption to the
world economy brought on by the
Covid-19 virus will impact almost
every single company. At this point
it is difficult to predict its impact on
Parity. The significant costs that
have come out of the business in
the last twelve months will help us to
ride out the storm.
Parity’s business is heavily weighted
towards the public sector, which
accounted for approximately 70%
of revenues in 2019. We are already
seeing signs that Government
expenditure will be more resilient as
much of it is aligned to the provision
of key public services.
However in light of the ongoing
Covid-19 the Board is unable to
forecast with any certainty 2020
revenue and profit before tax
performance at this time. We
anticipate that Covid-19 impacts will,
in part, be mitigated by cost savings
already achieved in 2019 and further
organisational design and process
mapping work instigated before
the pandemic will deliver additional
savings in 2020.
In direct response to the pandemic,
management have agreed a
20% reduction in salaries with all
Directors and staff for the three
months starting 1 April 2020.
Management are conducting a
daily review of Covid-19 impacts
with clients and contractors to
assess supply and demand in as
close to real time as possible. This
review process is designed to give
the advanced warning required
to be able to manage impacts on
the business and to help clients fill
potential gaps in their workforces.
Parity remains well capitalised, with
net cash at 31 December 2019,
and a £10m existing credit facility
providing a comfortable level of
headroom through asset-based
lending. The government’s VAT
deferral measures will provide an
additional useful help to cash flow in
the current year. The Board remains
confident that Parity has sufficient
access to cash to enable it to trade
its way through this period of global
uncertainty.
John Conoley
Non-Executive Chairman
15 April 2020
The Board
wishes to
record its
thanks to
all of the staff
who have
contributed
to the
transformation
of our business
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9
Chief Executive’s statement
A restructured business, focussed on growth
2019 saw comprehensive
changes to our business as we
implemented the strategic plan
set out a year ago.
Technology continues to transform the
recruitment market and recently this
process has been accelerated by the
Covid-19 pandemic. The multitude of
platforms that employers use to look
for candidates, the artificial intelligence
that brings speed and efficiency to the
recruitment process, and the lower
costs of technology led solutions, have
brought about fundamental changes in
the way our market operates. At Parity,
with our focus on data people and skills,
we continue to see great opportunities
from these market shifts, however we
have needed to restructure our business
in order to take full advantage.
To that end we began a ‘digital first’
transformation in our business. This
has led to a head count reduction of
over 40% with a net annualised saving
of over £2m. We have streamlined
processes that enable us to be
more agile, flexible and cost efficient
at servicing our client needs. This
transformation will continue throughout
2020.
At the beginning of 2019 we set out to
refocus our business on sustainable,
higher margin revenues. We said we
would:
• refresh our senior management with
new skills in consulting, learning and
development and marketing;
• implement a new single operating
model;
• refresh the Parity brand and upgrade
our web presence;
• review the role of technology in
recruitment services and investigate
how AI can help us keep ahead of
market changes;
• create a new business function; and
• we also set out to reduce our
overheads both to be able to afford the
investment required and to improve
the company’s net margins and cash
position.
Progress on many fronts
Stronger financially
In 2019 we reduced our operating
costs by a gross £3.3 million. These
savings were significantly ahead of what
we initially set out to achieve as our
restructuring went further and deeper
into the organisation. Staff numbers
reduced by a net 44% as we rightsized
our recruitment team and made savings
in central management. After reinvesting
a total of £1.3m, our net annualised cost
savings in 2019 were £2.0m.
The cost of achieving these savings
was a restructuring charge of £1.2m
in the full year, we will see a return
on the cost of these net savings in
less than 8 months. We were also
able to implement these cost savings
whilst making a significant further
improvement to our net cash position.
Helped by a reduction in working
capital, we generated £3.4m of cash
from operations during the year and
were net cash positive at the year end.
The business is now less constrained
by debt, this enables us to plan for the
future with greater confidence.
A refreshed and strengthened
management team
The restructuring of our operating costs
has allowed us to invest in building a
stronger senior team. Of the total £1.3m
of cost savings reinvested, £1.0m was in
new hires.
In April we appointed Antonio Acuña
MBE to head our consultancy offer.
Antonio had worked in the public sector
for over 15 years, with a foundation in
digital transformation, lean processes
and efficiencies, he mainly focused on
difficult, large projects. Since joining
Parity he has led our renewed focus on
providing clients with data consultancy
and execution using Parity data experts.
Antonio and his team have had success
within both the government and the
private sectors.
We have created a Learning &
Development Practice within our
consultancy service, reporting to
Antonio. The team based in Manchester
and Edinburgh offer organisations
support in developing their own talented
people and getting the best from their
workforce.
Lee-Ann Falconer joined as Head of
Resourcing earlier this year with a
wealth of experience within resourcing,
recruitment and leadership across a
number of sectors. Based in Edinburgh,
Lee-Ann is helping us to focus our
recruitment business on higher margin
briefs, specialising in real data experts
who we can identify from our growing
community.
Shaun O’Hara has been our new People
Director since May, he is passionate
about making Parity a great place to
work for existing and future employees,
believing that the best way to ensure
incredible service and delivery for
clients is to help nurture a motivated and
aligned team.
We have outsourced our marketing
function and are working with a firm of
specialist marketeers who are helping
with lead generation, content and
marketing plans. This is part of our
overall strategy to move from a fixed to
flexible cost base that is scalable and
aligned to market performance.
shaping and developing their existing
teams’ skills and behaviours to deliver
high performance even within complex
data environments.
Our organisation is designed to find
the right solution or combination of
solutions matched to each clients’
needs. A single account management
function allows us to be solution
agnostic and always put the client first.
Parity has more than forty-five years
history of trusted relationships with our
clients and a name that is well known
in its market. However, the Parity brand
had not been refreshed for many years
and was failing to convey our values.
Starting with last year’s annual report
and accounts we rolled out our new
branding, including a new web site,
marketing literature and social media
feeds.
A new business model and
refreshed brand
Artificial Intelligence (AI) in
our market place
Parity sets out to be the ‘trusted
partner of data driven transformation’
for our clients. We have designed and
implemented a new business model that
allows us to deliver on that purpose. We
provide solutions across three areas:
• Data Solutions. We help our clients
architect and develop their data
strategy, designing and delivering
data solutions that drive confident
commercial decision making.
• People Solutions. We understand the
people who understand data. With the
most experienced community of talent
in the market, we can help our clients
build a team of data experts and
leaders to transform their businesses.
• Development Solutions. We can
help our clients become data driven
organisations. Through training,
In 2019 we undertook to review the role
of technology in recruitment services
and to investigate how AI can help us
keep ahead of market changes. We have
already seen the impact of web and
app based recruitment tools and the
structural changes they have prompted.
Less well recognised is the impact of the
vast quantities of data that is recorded
and stored about individuals and the
role AI has to play in the intelligent
analysis of that data to assist recruiters.
In November we announced a strategic
partnership with Integumen which we
believe will help accelerate Parity’s
transformation from a predominantly
commoditised recruitment business to
a data consultancy service provider of
intelligent data management systems,
extracting value using analytics, with
a focus on return on investment for
In 2019 we
reduced our
operating costs
by a gross
£3.3 million.
our clients. Integumen’s proprietary
software includes full GDPR compliance
with secure cloud data migration from
existing legacy systems to a digital
workplace through the military grade
encryption “Drive4Growth” AI platform
powered by Integumen’s Rinodrive.
Rinodrive delivers big data, AI
functionality and world class
infrastructure to large companies with
big data problems. These include
financial services, education and life
science companies. A fully integrated
set of software tools that can ingest
data, in any volume, from any source in
any format, interact with it, learn from
it and enrich it to unlock insights and
discoveries. This data management
solution was developed by scientists
and engineers with experience in
software, sensors, AI, optofluidic
research, fintech, green-tech, travel
and healthcare. It was designed to
allow interaction, in a cyber-secure
environment, with commercially
sensitive data, and to share insights
across multi-disciplinary teams,
generating different data formats, from
multiple sources, located in different
countries.
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Introduction
11
Chief Executive’s statement
At Parity we will continue to be at the
forefront of technological advances and
are excited by the opportunity to work
with Integumen to bring the benefits of
AI to our clients. This is another example
of how we have sought to modernise
our business and move it to higher value
solutions for our clients.
Building a higher margin
business
At the heart of our strategy is our
determination to increase our gross
profit margin in order to improve total
shareholder returns. The structural shifts
in the recruitment market described
above have meant that our already low
margin recruitment business was not
going to remain sustainable without
significant changes. The Board, in
setting out a new strategic direction
for the Company, was conscious that
at no time in our recent past have we
achieved a net profit margin of even
2%. With continued and sustained
gross margin pressure in recruitment
this record was not likely to change
unless we embraced some fundamental
changes to our business model and
strategy.
Our new business model is designed
to substantially change our financial
model. Revenues will be lower as we
reduce our exposure to relatively high
volume but low margin recruitment
revenues. Margins on the other hand
will improve as we focus on higher value
recruitment specialising in data skilled
people and build our data consultancy
and learning & development service
lines, both of which attract significantly
higher gross margins.
As is evident from the 2019 results it will
take time for the changes we have made
to our business to impact our financial
performance. The year under review
saw revenues fall by only 6.6% as we
continued to service legacy low margin
contracts, notably with the Scottish
government, and our gross margins
have also been held back by these
legacy contracts.
Conclusion
A new business model, a new team and
a new sense of purpose have all been
achieved in 2019. I am pleased to be
able to report that our transformation
is on track. In terms of cost savings we
are ahead of plan and we have been
encouraged by our clients’ support for
our new offer.
The Covid-19 pandemic has brought
significant uncertainty to our business,
however all our staff are working
remotely, enabling the business
to remain fully operational. Our
responsibility is to all stakeholders
in these difficult times and we are
committed to providing the best support
we can to protect staff, contractors and
clients.
The coming months will be challenging
for our business, but our people have
been fantastic in the way they have
reacted to the evolving needs of our
clients and contractors.
Matthew Bayfield
Chief Executive Officer
15 April 2020
I am pleased to be able to report that our transformation is on
track. In terms of cost savings we are ahead of plan and we have
been encouraged by our clients’ support for our new offer.
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13
Our timeline
A new business model
focused on delivering
profitable growth
In 2018, the market told us that
our strategy needed refreshing to
match current client needs.
In 2019 we implemented a new
strategy and launched our new
business model with a leaner
team focused on profitable
growth.
newly restructured business,
with our longer-term clients
buying consultancy services,
and learning & development
solutions.
In 2020 we hope to begin to
see the financial benefits of our
FY 2019
FY 2020
FY 2021
FY 2022
Transforming to deliver profitable growth goal
GOAL
Growing margins through added value and integrated client relationships
Accelerating growth
GOAL
sustainable growth
Delivering sector-leading
Consolidate
Change
Capitalise
•
•
Reduce debt
Restructure advisory
proposition
• Revitalise brand
• Refresh senior team
•
•
New BD and Account
Management focus
New internal focus
on margin
•
New market positioning
•
•
Develop longer term
pure advisory clients
Launch new development
and technology enabled
recruitment services
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Strategic report
15
Case Studies
Data consultancy for
one of the world’s
largest online fashion
retailers
We have been working with a household name
fashion retailer which is very fast growing and
was seeking to address its data workflows,
systems and services to take account of business
expansion. We have been engaged to help the
company to uplift its data maturity to enable
efficient scalability; building robust data solutions
and improving the integrity of its data systems
and architecture.
Parity has been able to help the client form a
coherent data strategy and roadmap for its data
insights, analytics and architecture using a team
of Parity data experts drawn from our existing
network of associates. We have brought together
the right team very quickly allowing the client to
see rapid progress.
Working with the NHS
The NHS is one of the largest ‘owners’ of data in the country and is undergoing a much needed digital
transformation. HDR UK (Health Data Research) is a non-profit organisation operating across the NHS and
Private Healthcare to enhance health and care outcomes via access to large scale data.
Parity has been working with HDR UK partners including NHS Digital, NHS England, The University of
Oxford, several major NHS Trusts, Public Health England and DATA-CAN (HDR Hub for Cancer) as part of a
consultancy project to enable access to healthcare data. We have been migrating this valuable data into a
single central repository from where it can be shared more efficiently across the different parts of the NHS,
charities and research organisations.
Providing value added recruitment services
to the Scottish Government
The Scottish Government is taking on additional devolved powers to pay benefit payments. Parity has been
providing value added recruitment services to Social Security Scotland as part of three lots, out of six, we
won in a tender run by Procurement Scotland.
The new managed recruitment service contract is tied to the provision of certain key IT and data skill sets,
that include cloud and integration architecture. The client benefits from a managed service that provides
amongst other things financial and management reporting and advance security clearance of contractors.
Simplifying
management of a
non-perm workforce
Our Client, a well-known high street fashion
retailer, was juggling partnerships with over
30 suppliers of IT and Digital skilled people.
This meant that sourcing, governance and
supplier management, was time-consuming
and preventing it from truly focusing on its
core business, at a time when it was growing
internationally at speed.
Through a consultative, co-design approach,
Parity identified the key pain points and
challenges, and implemented a workforce
solution that would identify and manage the best
talent, from sourcing through to offboarding, all
in an efficient and agile manner. Parity provided
the client with a scalable solution that not only
could incorporate the wider company’s non-perm
workforce, but also reduced suppliers from over
30 to 5, of which Parity remains as the lead!
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Introduction
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Introduction
17
A New Operating Model
A flexible operating model that
keeps costs down whilst allowing
us to scale quickly and efficiently
to deliver growth in higher margin
revenues.
We are putting in place a new operating model that will
allow us to make further reductions in our fixed costs in
favour of outsourced and easily scalable resource that
can be aligned to our business needs. The model will
allow us to work with the best in their field, handpicking
the right team and skills to deliver for our clients. We
have already implemented this in our sales and marketing
function, outsourcing marketing, communications
and lead generation to leaders in these fields. In the
current financial year we will be looking to replicate this
successful model within other of our internal functions.
OUR GOAL
To grow earnings and
shareholder value
sustainably based on
excellent services,
brilliant people and
trusted relationships.
We will achieve this
by being…
Focused on our clients’ needs and
our relationship management
•
Offering support across all our offerings
•
Applying consistent processes and disciplines
to ensure quality, profitability and longevity
A strong team at every level
Focused on client satisfaction
•
•
Excited by cross fertilisation between our
teams
•
Motivated to grow our brand and business
Innovative and dependable
A reputation for leading thinking
•
•
•
Agile in our internal processes
Unshakable where it matters in financial
management and a commitment to client
need
•
Curious about new processes and tools
Famous and proud
•
A strong brand cleverly marketed
•
Disciplined business developers
• Trusted by clients
Our advantages
• We are relationship specialists – our clients keep coming back
• We’re knowledgeable – we know our world better than anyone else
• We’re innovative – we are proactive in a changing market and are
responsive to clients’ needs
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Strategic report
19
Operational and Financial Review
A Brief Overview
Segmental performance
•
Strategic decision to move away from
lower margin recruitment work
•
Transformation impacts profits during
the year; but encouraging wins
including first Consultancy retainer
•
Swings from net debt to net cash,
bolstered by exceptional cash
collections in December 2019
Key Financials
Revenue
Adjusted profit before tax1
Net cash/(debt)
1 Adjusted profit before tax is defined as profit before tax and non-recurring items
As indicated in last year’s Annual Report
and Accounts, Group revenues were
impacted during the year by the non-
renewal of a large framework agreement
with the Scottish Government for
the supply of temporary workers.
Revenues derived from the framework
are subject to a gradual run down over
a two year period which commenced
in March 2019. During the year the
Group embarked upon a transformation
programme to move away from a
dependence on low margin recruitment
work, which has also impacted
revenues.
Adjusted profit before tax fell to £0.1m
from £0.9m as a result of lower contract
recruitment revenues and also due to
2018 including revenues from the MoD
MCOCS consultancy project.
The Group has taken action on
overheads during the year, primarily
people costs, achieving an annualised
net cost out of £2.0m. The majority of
the cost actions were taken in Q2 2019
and Q3 2019 with only a partial impact
to the 2019 results.
Non-recurring items relate to
restructuring costs incurred as part
of the transformation in relation to the
new strategy, and totalled £1.2m before
tax. Loss before tax after deducting
non-recurring items was £1.1m (2018:
profit before tax of £0.4m). Net cash
generated from operations was £3.4m
reflecting exceptional collections in
December 2019, and swinging the
Group into a cash positive position of
£0.9m at year end (2018 year end: net
debt of £1.1m ).
2019
£’000
80,409
115
899
2018
£’000
86,112
853
(1,090)
During the
year the Group
embarked upon
a transformation
programme to
move away from a
dependence on low
margin recruitment
work.
Revenue
Recruitment
Consultancy
Group revenue
External contribution
Recruitment
Consultancy
Total external contribution
Reconciliation of external contribution to operating profit
External contribution
Selling & administrative expenses
Share-based payment charges
Depreciation and amortisation
Operating profit before non-recurring items
Non-recurring items
Operating (loss)/profit
2019
£’000
73,548
6,861
80,409
6,755
1,347
8,102
2018
£’000
Incr./(Decr.)
%
77,616
8,496
86,112
7,681
1,996
9,677
2019
£’000
8,102
(6,687)
(162)
(806)
447
(1,172)
(725)
(5.2%)
(19.2%)
(6.6%)
(12.1%)
(32.5%)
(16.3%)
2018
£’000
9,677
(8,136)
(129)
(194)
1,218
(495)
723
External contribution is reconciled to the income statement as part of segmental information presented in note 2 on page 76.
20
Strategic report
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Strategic report
21
Operational and Financial Review
During the year the Group also made the
commercial decision to discontinue two
small teams of permanent candidate
recruiters. The Group continued to
supply contract recruitment through
several established frameworks in the
public sector and to its clients such as
Primark in the private sector.
Consultancy
Whilst financial results were down
year on year, the 2018 financial year
benefitted from 8 months’ work at the
MOD, on the relatively higher margin
MCOCS project. During the year, the
Group continued consultancy delivery
to both the Department of Education
and BAT, with contract renewals at both
clients extending into 2020.
The Group appointed Antonio Acuna
as Head of the Consulting Practice
during the year to help accelerate
the data strategy. Under Antonio’s
leadership the Group won higher margin
data consultancy work with large
organisations in both the public and
private sectors. The revenues from the
new work tend to be accretive, providing
optimism for the longer term, with one
large client in the private sector signing
up to a retainer fee during the year.
Selling and Administrative
Costs
During the year, the Group took action
to right size the Group in relation to the
new strategy, and following the loss of
the Scottish Government Framework.
As a result, the Group achieved an
annualised net cost out of £2.0m. The
savings were predominately in relation
to people costs with a 44% reduction in
headcount over the course of the year.
Depreciation and Amortisation
In accordance with IFRS 16, the 2019
results are presented with lease assets
and liabilities recognised in the Group’s
Statement of Financial Position, where
the Group is the lessee. Consequently,
depreciation and amortisation include
£0.7m of expenses that were classified
as operating expenses in 2018.
Non-recurring items
Non-recurring items of £1.2m (2018:
£0.5m) before tax were incurred
during the year, primarily as a result
of restructuring the Group, following
the appointment of a new CEO, and a
change in strategy, and are analysed in
note 5 on page 79.
Taxation
The tax charge on profit before tax
was £0.03m (2018: tax credit of
£0.06m) mainly representing a deferred
tax adjustment in respect of prior
periods. The Group did not provide for
corporation tax payable in 2019 due to
the utilisation of Group relief and the
availability of carried forward deductible
timing differences and tax losses.
Discontinued operations
There were no discontinued operations
during the year. In 2018 the Group
disposed of the non-core Inition
subsidiary in April 2018 for consideration
of £0.2m and recorded a loss on
disposal of £0.3m.
Earnings per share and
dividend
The basic loss per share from
continuing operations was 1.05 pence
(2018: earnings of 0.41 pence per share).
The Group’s results were impacted by
significant restructuring costs.
The Board does not propose a dividend
for 2019 (2018: nil) but will keep the
position under review.
Recruitment
The decline in year on year revenues
was primarily driven by the loss of the
Scottish Government framework for the
supply of contract workers. Following
the announcement of the decision in
March 2019, the number of contractors
on billing through the framework was
subject to gradual run down over a
two year period ending 2021. As a
consequence, the total average number
of contractors for the Group during the
year was 871 (2018: 972) with the closing
volume of contractors at 31 December
being 648 (31 December 2018: 995).
The loss of the Scottish Government
framework reflects margin challenges
in the commoditised UK recruitment
market. The Group sought to address
this issue in two ways. Firstly, by
focussing on offering greater value
to our clients, with solutions to their
specific data challenges, and thereby
attracting higher margins. Secondly,
management took action to right-size
its operations, with particular focus on
costs associated with delivery to the
Scottish Government framework.
Cash flow and net debt
The Group generated positive net cash
flows from operating activities of £3.4m
(2018: £0.6m), driven by the positive
working capital swing (see paragraph
headed “Trade and Other Receivables”
above) with a reduction in debtor days
to 12 (2018: 18 days). The £3.4m cash
generated was after outflows of £0.7m
in respect of non-recurring items.
As a result of the positive cash flow,
the Group swung to a net cash positive
position of £0.9m (2018: net debt of
£1.1m).
Defined Benefit Pension Deficit
At the year end the deficit had improved
to £0.9m (2018: £1.9m). Whilst the
scheme liabilities increased during
the year as a result of lower long term
bond rates, the scheme investments
increased by a greater amount,
reflecting stronger global equity
markets.
During the year the triennial actuarial
review as at 5 April 2018 was
completed. The outcome of the review
was such that the Group agreed to
pay contributions of £0.3m per annum
for five years, with contributions being
assessed at the next actuarial review,
scheduled as at 5 April 2020.
Roger Antony
Group Finance Director
15 April 2020
Statement of Financial
Position
Trade and other receivables
Trade and other receivables decreased
significantly during the year to £6.7m
(2018: £12.0m). This is mainly due to
the exceptional level of cash collections
experienced in December 2019 with
Group debtor days, calculated on
billings on a countback basis, at
an all-time low of 12 days (2018: 18
days). We benefitted from a number of
clients paying ahead of terms before
the financial year end and therefore
do not expect debtor days to hold at
these unprecedented levels. To a lesser
extent, the decrease was also due to
the fall in the contractor volumes over
the year and the associated release of
working capital.
Trade and other payables
Trade and other payables decreased
during the year to £6.0m (2018: £8.3m)
mainly as a result in the reduction in
contractor volumes. At the year end,
creditor days were 24 days (2018: 28
days).
Loans and borrowings
Loans and borrowings represent the
Group’s debt under the asset-based
lending facility. This is a working capital
facility and is consequently linked to the
same cycle as the trade receivables.
The asset-based lending facility with
PNC Business Credit (“PNC”), a leading
secured finance lender, has been in
place since 2010 and was renewed in
May 2019 on improved terms. Following
the renewal, the facility allows for
borrowing of up to £10m depending on
the availability of appropriate assets as
security, with borrowings at a discount
rate of 2.0% above base (previously
2.35% above base). The current facility
is subject to a minimum period of two
years after which the facility becomes
evergreen.
22
Strategic report
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Strategic report
23
Duty to promote
the success of the Group
Section 172 of the Companies Act 2006
requires the Directors to act in a way
that they consider, in good faith, would
be most likely to promote the success of
the Group for the benefit of its members
as a whole, and in doing so have regard
(amongst other matters) to:
a) the likely consequences of any
decision in the long term;
b) the interests of the company’s
employees;
c) the need to foster the company’s
business relationships with suppliers,
customers and others;
d) the impact of the company’s
operations on the community and the
environment;
e) the desirability of the company
maintaining a reputation for high
standards of business conduct; and
f) the need to act fairly as between
members of the company.
New Directors receive a comprehensive,
formal and tailored induction to the
Group’s operations including corporate
governance, the legislative framework
and visits to Group premises. They can
access professional advice on their
duties from the Company Secretary
or, if they deem necessary, from an
independent advisor. The Board
confirms that, during the year, it has had
regard to the matters set out above.
Further details as to how the Directors
have fulfilled their duties with references
to relevant areas within this annual
report, are set out below.
Risk management
The Board recognises the importance
of identification, evaluation and
management of the Group’s risks.
Details of the principal risks and
uncertainties of the Group are set out
on pages 23. The Group’s statement
on going concern and future prospects
are included in the Directors’ Report
on page 48 and Chief Executive’s
Statement on page 8.
Employees
The Board is committed to the Group
being a responsible employer and
strives to create a working environment
where employees are engaged,
informed and involved. The Group’s
employment policies and related
information is set out in the Corporate
Social Responsibility Report on page 34.
Community and the environment
The Board recognises its responsibilities
to achieving good environmental
practice and making positive
contributions to the community. The
Group’s practices and policies in this
regard are set out in the Corporate
Social Responsibility Report on page 34.
Business conduct and relationships
The Board recognises the importance
of a strong corporate culture that
considers the best interest of its
employees, business partners and
shareholders. The Board recognises
its responsibilities to other external
stakeholders including its clients,
contractors and suppliers. Its strong
relationships with its clients are critical
to driving growth. The Group’s purpose,
mission, vision and values are set out on
page 3 and its ethics policies are set out
in the Corporate Social Responsibility
Report on page 34.
Shareholders
The Board is committed to openly
engaging with our shareholders and
recognises the importance of continuing
communications. It is important that
shareholders understand the Group’s
strategy and objectives so we endeavour
to explain these clearly and any issues or
questions raised are properly considered.
The Group’s engagement with
shareholders is set out in the Corporate
Governance Report on page 26.
Principal risks and uncertainties
The Board maintains a close watch
on issues that affect our business,
markets and the wider economy. Whilst
the markets that we operate in can be
cyclical in their nature, we take necessary
action to mitigate the risk and potential
impact profile. We have provided a
sample below:
implement its strategy effectively. The
Board seeks to mitigate this through a
robust assessment of its opportunities,
the feedback from its clients and
potential clients, clear priorities and
focus on delivering key objectives and
incentivising its team to deliver against
those objectives.
Impact of Covid-19 and
macro-economic uncertainty
The Group, along with all other
businesses, are currently evaluating and
adjusting to the direct effects of Covid-19
and its subsequent impact on the
economy. Main risks to the Group arise
from potential delays to client project
decisions, reduced client budgets,
recruitment activity postponed, and
the effects of restriction of movements
impacting on our ability to win new
business. Although highly uncertain
given the early stages of Covid-19, at
this time the Board believes the risk to
the Group is mitigated by the fact that
(i) our client base is weighted towards
the public sector and government
expenditure is likely to be more resilient
to support key public services, (ii) our
contractor base are largely IT mobile and
able to carry out their work at home, and
(iii) the Group’s business continuity plan
means all employees have the remote
working facilities to carry on their roles as
normal. In addition, the Group operates
a largely elastic cost base with flexible
resourcing and costs (both staffing
and commissions) related to activity
levels, and managed offices on shorter-
term contracts with options to exit.
Nevertheless, the Directors acknowledge
the significant uncertainty caused by
the Covid-19 pandemic and are closely
monitoring the outlook for the Group.
The Directors cannot be certain as to the
severity and duration of these impacts.
Strategy fails to deliver anticipated
growth
The Group’s anticipated growth may not
be achievable if the Group is unable to
Legislation – e.g. IR35
IR35 reforms were set to be implemented
in the private sector from 6 April 2020
but have been postponed until 6 April
2021 due to the impact of Covid-19.
One effect of the reforms will be to make
end clients, and/or agencies, liable for
deemed tax underpayments in the event
that elements of its temporary workforce
are found to be non-compliant with IR35
(liability largely rests with the individual
contractors at present). In response,
some well-known large private sector
organisations in the UK have announced
an embargo on any contractors working
through personal services companies.
There is a risk that the Company’s clients
could adopt the same approach which
could impact revenues and profits in the
short term.
Parity’s mix of contractors is weighted
towards the public sector, where the
IR35 reforms were introduced in 2017,
meaning that our exposure to the
risk is limited. We have retained good
knowledge from our experience of the
2017 implementation to the public sector,
with the associated internal processes
now business as usual. We will work
closely with our private sector clients to
ensure a smooth transition and are able
to offer all of our clients an established
consultancy proposition to their data and
technology challenges.
Brexit transition
The Group operates predominately
in the UK and notwithstanding delays
due to the wider macro-economic
uncertainty, is not expected to suffer a
direct long-term negative impact during
Brexit transition, as it is supported by the
strong underlying UK economy. Demand
for the Group’s services could reduce as
an indirect result of the impact of Brexit
on the UK economy, although Brexit has
also driven additional opportunity to the
Group with established Public Sector
clients creating additional infrastructure
in preparation.
Loss of key client accounts
A portion of the Group’s revenues are
dependent on the award of framework
agreements as an approved supplier. It
is possible that the Group will lose this
status. We seek to mitigate this through
closely monitoring our service level
agreements and ensuring the quality
of our delivery. The Group also has a
deliberate focus on winning new client
framework agreements to continue to
diversify its revenue streams.
Financial
The Group actively monitors its liquidity
position to ensure it has sufficient
available funds and working capital in
order to operate and meet its planned
commitments and has a credit risk policy
that requires appropriate status checks
and or references as necessary.
Technology
As an IT services provider the Group
relies on its IT, telecommunications
and infrastructure systems to perform
and manage the services we provide
to clients. The Group reviews its own
disaster recovery systems regularly in
order to minimise the risk of prolonged
disruption to systems.
24
Introduction
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Introduction
25
Section two
Governance
Contents
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 02
About Parity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 03
Section one
Strategic report
Chairman’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 06
Chief Executive’s Statement . . . . . . . . . . . . . . . . . . . . . . 08
Our Timeline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Case Studies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
A New Operating Model . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Operational and Finanicial Review . . . . . . . . . . . . . . . . . 18
Section two
Governance
Corporate Governance Report . . . . . . . . . . . . . . . . . . . . 26
The Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Corporate Social Responsibility Report . . . . . . . . . . . . . 34
Remuneration Committee Report . . . . . . . . . . . . . . . . . . 39
Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . 46
Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Statement of Directors’ Responsibilities . . . . . . . . . . . . . 52
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . 54
Section three
Accounts, notes and other information
Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . 70
Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
26
Governance
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Governance
27
Corporate Governance Report
In September 2018, the
Company decided to apply
the 2018 QCA Corporate
Governance Code (the
Code) and this Corporate
Governance Report for the
year ended 31 December
2019 is based upon the
Code. The principal means of
communicating our application
of the Code are this Annual
Report and our website
(www.parity.net).
Chairman’s statement
On behalf of the board, I acknowledge
that we are responsible for corporate
governance. I am specifically
responsible for the leadership of the
Board, ensuring its effectiveness on
all aspects of its role, including good
governance in dealing with all of our
stakeholders. This includes ensuring
that Board meetings are held in an
open manner, that the Directors
receive accurate, timely and clear
information and allowing sufficient
time for agenda items to be discussed.
I am also responsible for effective
communications with shareholders and
relaying any shareholder concerns to
the Directors.
The Board remains committed to
maintaining and evolving high standards
of corporate governance throughout the
organisation. In the remainder of this
report, I set out how the Group applies
the ten key principles of the Code which
fall under three broad categories.
Deliver growth
Establish a strategy and business
model which promote long term
shareholder value for shareholders
The Group’s strategy is to drive margin
improvement to sustain growth in
shareholder value. The Board will
invest in measures to help our clients
realise the full value of their data, by
providing them with the necessary
skills and advice. Data is now of greater
importance than ever and Parity can
empower and enable clients to take
advantage of this. See the Group’s
strategy as set out in the Chairman’s
Report on page 6 and The Group’s
Business Model in the Chief Executive’s
Statement on page 8.
Challenges faced by the Group
in executing its strategy include
repositioning the business service
offerings, changing the internal
operating model, market competition
and macro-economic factors. The
principal risks and uncertainties faced
by the Group and potential mitigation
can be found on page 23.
Seek to understand and meet
shareholder needs and expectations
The Board seeks to understand the
needs of its shareholders through
regular engagement with its major
shareholders. At the same time the
Board recognises the need to balance
the interests of significant and minority
shareholders.
The Group engages with major
shareholders through presentations and
meetings after the announcement of
the Group’s full year results and interim
results. All shareholders are given the
opportunity to communicate directly
with the Board at the Annual General
Meeting. From time to time the executive
directors attend investor events which
provides an opportunity to speak to
both existing and prospective retail
shareholders. The Senior Independent
Director acts as an additional contact
point for shareholders if they have
reason for concerns, when contact
with the normal channels has failed to
resolve their concerns.
The Group maintains an investor
website which holds all relevant
shareholder information.
Wider stakeholder and social
responsibilities
As a professional services business,
Parity’s strength derives from the
commitment, capability and cultural
diversity of its employees. The Group
encourages the participation of all
employees in the operation and
development of the business by offering
access to senior management, including
executive directors, and adopting
a policy of regular communications
through road shows, ‘all staff’ business
events, and the intranet. The Group also
encourages participation in an annual
employee survey, which is completed
anonymously and administered by an
independent organisation.
The Group also recognises its
responsibilities to other external
stakeholders including its clients,
contractors, suppliers, the trustees of
the defined benefit pension plan and its
asset-based lender.
It is Group policy to be a good
corporate citizen wherever it operates.
Encouragement and support is provided
to employees who undertake charity or
volunteer work.
The Group’s Social, Environmental and
Ethical policies can be found in the
Corporate Social Responsibility Report
on page 34.
Embed effective risk management
The Board is ultimately responsible for
the Group’s system of internal control
and for reviewing its effectiveness and
is assisted in this respect by the Audit
Committee. The Group maintains an
internal risk register which is updated
quarterly and reviewed periodically by
the Audit Committee.
The Group does not consider it
necessary to have a separate internal
audit function due to the Group’s size
and its centralised administrative
function but keeps this need under
review. The Company receives regular
feedback from its external auditors
on the effectiveness of its internal
controls and aims to implement any
improvements identified.
The principal risks faced by the Group
are presented on page 23. The Board
is not aware of any significant failings
or weaknesses in the system of internal
control.
Maintain a dynamic
management environment
Maintain a well-functioning,
balanced board
At the date of this report, the Board
comprises myself as Non-Executive
Chairman, Non-Executive Director,
David Firth, Chief Executive Officer,
Matthew Bayfield, and Group Finance
Director, Roger Antony. Matthew
Bayfield was appointed Chief Executive
Officer on 5 February 2019 replacing
Alan Rommel who was appointed Chief
Operating Officer on the same date and
subsequently left the Board to pursue
other interests on 8 April 2019. The table
on page 41 sets out the dates of tenure
of the current Directors on the Board.
The Board has a balance of Executive
and Non-Executive Directors such
that no individual or small group of
individuals can dominate the Board’s
decision making. The Board has a range
of backgrounds and skills. The Board
considers both Non-Executive Directors
to be independent, with neither having
a length of service of greater than four
years. The Non-Executive Directors
ensure that independent judgement
is brought to Board discussions
and decisions. The Board considers
that there are no relationships or
circumstances which are likely to affect
the independent judgement of the Non-
Executive Directors.
The Board has meetings scheduled
regularly throughout the year to review
and approve the Group’s strategy and to
monitor progress against set objectives.
Additional meetings are also held as
business dictates. The Board has a
formal schedule of matters reserved for
its specific approval which includes a
review of Group strategic, operational
and financial matters such as proposed
acquisitions and divestments. All
members of the Board are normally
supplied in advance of meetings with the
agenda and supporting papers covering
the matters which are to be considered.
Whilst there is a clear division of
responsibilities, the Non-Executive
directors remain in regular contact with
the Executive directors outside of board
meetings. For example, I have a weekly
catch up call with the CEO, and the
Non-Executive directors are available
to support on material matters as and
when that support is required.
28
Governance
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Governance
29
Corporate Governance Report
As Non-Executive Chairman, I am
responsible for the leadership of the
Board, ensuring its effectiveness on
all aspects of its role. This includes
ensuring that Board meetings are held
in an open manner, that the Directors
receive accurate, timely and clear
information and allowing sufficient
time for agenda items to be discussed.
Annual appraisals are held of each
Director, providing feedback and
reviewing any training or development
needs. I am also responsible for effective
communications with shareholders
and relaying any shareholder concerns
to the Directors. During the period
under review I met with the other Non-
Executive Director without the Executive
Directors being present.
Directors appointed since the last annual
General Meeting, and those retiring
by rotation will submit themselves
for election or re-election at the next
Annual General Meeting, as set out in
the Directors’ Report on page 48 and in
the separate Notice of Annual General
Meeting sent to all shareholders. I
confirm that the performance of each
Director continues to be effective and
the individuals continue to demonstrate
commitment to their role.
New Directors receive a comprehensive,
formal and tailored induction to the
Group’s operations including corporate
governance, the legislative framework
and visits to Group premises.
A table showing the number of meetings
of the Board and its Committees held
during the year, and attendance at those
meetings by each Board member, is set
out to the right.
During the year, 9 scheduled Board
meetings and 4 ad hoc Board meetings
were convened as necessary to deal with
various matters. Details of attendance at
Board meetings is summarised alongside.
Committee attendance is shown for
Committee members only.
available on the Group’s website (www.
parity.net).
The Board maintains close dialogue
by email, telephone and conference
calls between scheduled meetings. The
Board has a formal schedule of matters
reserved for its specific approval which
was reviewed during the year and
includes a review of Group strategic,
operational and financial matters
such as proposed acquisitions and
divestments. It approves the annual
accounts and interim report, the annual
budget, significant transactions, major
capital expenditure and reviews the
effectiveness of the system of internal
control and the risks faced by the
Group. It covers all controls, including
financial, operational, compliance and
risk management.
The Board delegates specific
responsibilities to three Committees:
the Audit Committee, the Remuneration
Committee and the Nomination
Committee. The Audit, Remuneration
and Nomination Committees of the
Board each have formal written terms of
reference. These terms of reference are
The Audit Committee comprises the
two Non-Executive Directors and
is chaired by David Firth. The Audit
Committee meets at least three times
a year. Details of the responsibilities
of the Audit Committee are set out in
the Audit Committee Report on pages
46 to 47. Where necessary, specialist
external consultants are used to assist
the Committee.
The Remuneration Committee
comprises both Non-Executive
Directors and is chaired by David Firth.
Details of the responsibilities of the
Remuneration Committee are set out
in the Remuneration Report on pages
39 to 44. Where necessary, specialist
external consultants are used to assist
the Committee.
The Nomination Committee comprises
both Non-Executive Directors and is
chaired by myself. The Committee
meets at least once a year and is
responsible for proposing candidates
for appointment to the Board, having
Board1
Audit
Nomination Remuneration
Number held
9
3
3
5
Number attended2
John Conoley
David Firth
Matthew Bayfield3
Roger Antony
Alan Rommel4
9/9
9/9
8/8
9/9
2/2
3/3
3/3
-
-
-
3/3
3/3
-
-
-
5/5
5/5
-
-
-
1 Scheduled Board meetings only - excludes ad-hoc Board meetings
2
All Directors who were members of the Board at the time attended the Group’s Annual General
Meeting on 30 May 2019
3 Appointed to the Board 5 February 2019
4 Stepped down from the Board 9 April 2019
due regard to the balance and structure
of the Board, as well as succession
planning.
The process for new Board
appointments includes an initial
search, preliminary interviews and
discussions. Following this process,
recommendations are then made
by the Committee to the Board on
merit against objective criteria. Where
necessary external recruitment
consultants are used to assist the
process.
During the year under review the
Nomination Committee proposed Board
changes, including the appointment
of Matthew Bayfield. The Nomination
Committee also discussed board
diversity and agreed that an external
assessment be carried out to evaluate
board composition requirements.
Ensure the board has the necessary
up-to-date experience, skills and
capabilities
Directors who have been appointed
to the Board have been chosen
because of the skills and experience
they offer. The Directors’ biographies,
which are set out on page 32, illustrate
the range of business backgrounds,
skills, independence and experience
contributed by each Board member. The
Board are aware of the importance of
attaining greater diversity amongst its
members.
Each member of the Board takes
responsibility for maintaining their skill
sets, which includes roles and experience
with other boards and organisations.
The Group pays subscriptions to
various professional organisations, for
example the QCA, which provide the
directors with access to regular market
and regulatory updates. Some of the
Directors have individual membership of
professional organisations that require
their members to evidence continual
professional development on an annual
basis. All Directors have the opportunity
to undertake relevant training and attend
relevant seminars and forums.
Where the Board considers specialist
advice is required to address matters
reserved for the Board, it will seek to
engage competent external advisors.
During the year under review the Board
engaged with advisors to help update
its articles of association, and also with
regard to share option schemes.
David Firth acted as the Senior
Independent Director during 2019.
He was an additional contact point
for shareholders if they had reason
for concern, when contact through
the normal channels of the Executive
Directors and Chairman had failed to
resolve their concerns, or where such
contact was inappropriate.
All Directors have access to the advice
and services of the Company Secretary,
who is responsible for ensuring that
Board procedures, applicable rules and
regulations are observed. There is an
agreed procedure for Directors to obtain
independent professional advice, if
necessary, at the Company’s expense.
Evaluating board performance and
development
The Board undertakes an annual
evaluation of its own performance and
that of its Committees and individual
Directors.
The Board undertook an annual
evaluation of its own performance
and that of its Committees and
individual Directors for the year. My
own performance was reviewed by
the other Non-Executive Director. The
outcome of the evaluation of the Board
is reviewed by the Board as a whole
and the results are used to assist the
Board in developing its approach going
Emma stopped a
drama becoming
a crisis through her
professionalism and
excellent customer
service, she has
made Parity from
my perspective a
company you want
to deal with.
Programme Manager,
Primark
forward. The results of the evaluation
performed in 2019 were satisfactory on
the whole, but did serve to highlight the
board’s lack of diversity as a weakness.
As a result, the board decided that
an external board evaluation should
be carried out in H1 2020, with a
recommendations report provided for
the board’s review.
Promoting ethical values and
behaviours
The Group is committed to maintaining
the highest standards of ethics,
professionalism and business conduct
as well as ensuring that we act in
accordance with the law at all times.
Further details are set out under the
“Ethics” section of the Corporate Social
Responsibility Report on page 35.
A critical aspect of the Group’s strategy
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31
Corporate Governance Report
report and accounts, interim report and
other stock exchange announcements
are published on the Group’s website at
www.parity.net.
The Annual Report is designed
to present a fair, balanced and
understandable view of the Group’s
activities and prospects. The
Operational and Financial Review
provides an assessment of the Group’s
affairs and position. The Annual
Report is sent to all shareholders on
the shareholder register. The Group’s
Annual and Interim Reports and Notices
of the Annual General Meeting for the
past 5 years are available on the Group’s
website.
The Group details how it is governed
and performing both in this Annual
Report and Financial Statements and on
its website.
The reports to the shareholders of the
Audit and Remuneration Committee
can be found on pages 46 and 39
respectively.
John Conoley
Non-Executive Chairman
15 April 2020
is to be perceived as a trusted partner
of its clients. In order to achieve this
objective, a culture of teamwork,
openness, integrity and professionalism
forms a key element of our company
principles and values which sets out
the standards of behaviour we expect
from all our employees. The Company’s
values are set out on page 3. The Board
supports and promotes the principles
of equal opportunities in employment
and promotes a culture where every
employee is treated fairly. The Board
and management conduct themselves
ethically at all times and promote a
culture in line with the standards set out
in the Company’s intranet.
Maintain governance structures and
processes that are fit for purpose
The Audit, Remuneration and Nomination
Committees of the Board each have
formal written terms of reference. These
terms of reference are available in the
Corporate Governance section of the
Group’s website (www.parity.net).
All Directors have access to the advice
and services of the Company Secretary,
who is responsible for ensuring that
Board procedures, applicable rules
and regulations are observed. There is
an agreed procedure for Directors to
obtain independent professional advice,
if necessary, at the Group’s expense.
New Directors receive a comprehensive,
formal and tailored induction to the
Group’s operations including corporate
governance, the legislative framework.
Authority is delegated to senior
operational management through Group
authorisation limits on a structured
basis, ensuring that proper management
oversight exists at the appropriate level.
The Executive committee comprises
the Chief Executive Officer, the Group
Finance Director, and the senior
operational managers. The Executive
Committee meetings are held monthly
and are attended by other senior
management as appropriate. Any key
issues from these meeting are reported
to the main Board.
Build trust
Communicate how the company
is governed and performing,
maintaining a dialogue with
shareholders and other relevant
stakeholders
The Board attaches great importance
to providing shareholders with clear
and transparent information on the
Group’s activities, strategy and financial
position. Details of all shareholder
communications are provided on the
Group’s website (www.parity.net).
The Company engages where possible
in regular dialogue with its major
shareholders through presentations and
meetings after the announcement of
the Group’s full year and interim results.
Private and institutional shareholders are
given an opportunity to communicate
directly with the Board at the Annual
General Meeting. Shareholders’ queries
received via the Company Secretary’s
email address at cosec@parity.net or by
telephone to the Group’s head office are
responded to in person by the Company
Secretary or by another appropriate
employee.
All members of the Board usually
attend the Annual General Meeting. The
chairmen of the Audit, Remuneration
and Nomination Committees will
normally be available to answer
shareholders’ questions at that
meeting. Notice of the Meeting is
posted to shareholders with the report
and accounts no fewer than 21 clear
days prior to the date of the Annual
General Meeting. The information sent
to shareholders includes a summary
of the business to be covered at the
Annual General Meeting, where a
separate resolution is proposed for each
substantive matter. The Group’s annual
32
32
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33
33
The Board
John Conoley (59)
Non-Executive Director
David Firth (59)
Non-Executive Director
Matthew Bayfield (45)
Chief Executive Officer
Appointment Date:
April 2017
Appointment Date:
September 2016
Appointment Date:
February 2019
Experience:
Previously Chief Executive of London
listed Psion plc and Non-Executive
Director of NetDimensions, the talent
management technology platform
Committees:
Chairman of the Nominations
Committee and Member of the
Remuneration and Audit Committees
External Appointments:
Executive Chairman at FireAngel Safety
Technology plc and Non-Executive
Chairman at Wameja plc.
Skills brought to the board:
Over 30 years IT industry knowledge
and significant executive and non-
executive Board level experience of
AIM listed businesses
Experience: Previously Finance
Director of Penna Consulting for 16
years and Group Finance Director of
Parity for 4 years
Committees:
Member of the Nominations Committee
and Chairman of the Remuneration and
Audit Committees
External Appointments:
Non-Executive Director at Best of the
Best plc and Non-Executive Director at
Summerway Capital plc
Skills brought to the board:
A wealth of experience in the people
management and consultancy markets.
Has held senior finance positions in
public companies across a number of
sectors
Number of Board meetings attended
in 2019:
9/9
Number of Board meetings
attended in 2019:
9/9
Experience:
Matthew joined the senior management
team of Parity in May 2018. Prior to this
Matthew has held positions as CEO of
Field London, Head of Data for Ogilvy
and Mather, and Managing Director
and Founder of Tree London.
Skills brought to the board:
Having a wealth of experience in the
IT and Data sector, Matthew has
successfully founded five start-up
businesses with three taken through
to trade sale, as well as held a senior
position on the board of Ogilvy and
Mather, the world’s largest advertising
agency
Number of Board meetings
attended in 2019:
8/8
Sector experience:
IT services, management consulting
and data consultancy
Sector experience:
Technology software and services
Sector experience:
People management, consultancy,
finance, recruitment, IT services, motor
retailing and advertising
Roger Antony (53)
Group Finance Director
Appointment Date:
April 2016
Experience:
Prior to his appointment, Roger
held the position of Group Financial
Controller since 2006, and prior to that
the role of Financial Controller for the
International Resources Division
Skills brought to the board:
Roger joined the Parity Group after
qualifying as an accountant in 1997,
and previously held managerial roles
within a variety of listed entity finance
departments
Number of Board meetings
attended in 2019:
9/9
Sector experience:
IT services, recruitment and retail
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Corporate Social
Responsibility Report
Employment policies
As a professional services business,
Parity’s strength derives from the
commitment, capability and cultural
diversity of its employees. The Group
aims to adopt a policy of diversity
at all levels including selection, role
assignment, teamwork and individual
career development.
The Group encourages the participation
of all employees in the operation and
development of the business by offering
open access to senior management,
including the Executive Directors,
and adopting a policy of regular
communications through road shows
and the intranet.
The Group incentivises employees
through share-based incentives and the
payment of bonuses and commissions
linked to performance objectives. Where
appropriate these objectives are linked
to profitability. Following the recent
Board changes the Group is currently
reviewing its approach to performance
appraisal and career progression, with a
view to implementing an improved talent
development programme.
Health & Safety
The health and safety of Parity’s
employees is paramount. Group policy
is to provide and maintain safe and
healthy working conditions, equipment
and systems of work for all employees
and to provide such information, training
and supervision as is needed for this
purpose.
Appropriate written health and safety
information outlining the Group’s
policy in each area is issued to all new
employees. This includes:
•
First aid — Each office has a person
qualified in first aid. First aid boxes
are readily accessible and records
kept of all accidents and injuries.
•
Fire safety — Each office has an
evacuation marshal who will liaise
with building management or
local emergency authorities, as
appropriate. Evacuation assembly
points are agreed for every location
and a full evacuation carried out
every six months. Fire alarms are
tested regularly.
•
•
Employees’ physical health — Any
employee who believes he/she is
suffering from an illness or condition
related to their working environment
is encouraged to report this to his/her
manager for investigation.
Employees’ mental health – During
the year the Company put in place
additional measures to support
employees with mental health
issues, including external training for
selected members of staff so that
they could act as mental health first
aiders.
Annual Health and Safety audits are
carried out at every Parity office to
ensure high standards are maintained.
As part of its benefits package Parity
offers a number of benefits to support
the health and well-being of its staff,
as well as an Employee Assistance
helpline.
Social responsibilities
It is Group policy to be a good corporate
citizen wherever it operates. As part
of the Group’s social responsibility,
employees are encouraged to support
national charities and also become
involved in their local communities and
fundraising events.
The Group encourages employees
who undertake volunteer work and
firmly believes that the experience
gained contributes to the individual’s
personal development. Where possible,
the Group provides flexibility with
working hours to accommodate such
commitments outside of work.
Environmental policy
While the Group’s operations by their
very nature have minimal environmental
impact, the Group recognises its
responsibilities to protect and sustain
the environment and its resources. The
Group’s policy is to meet or exceed
the statutory requirements in this area
and it has adopted a code of good
environmental practice, particularly in
its main areas of environmental impact,
namely energy efficiency, use and
recycling of resources and transport.
Transport
Public transport is used whenever
possible. Interest-free season ticket
loans are made to staff as part of the
benefits package. Teleconference
facilities are extended to main office
locations to minimise business travel
and increase efficiency.
recycled material or from renewable
resources.
Recycling
Appropriate containers are provided
at all offices and recyclable waste
collected is sent to recycling plants.
The Group also recycles as much other
material, such as toner cartridges, as
is economically viable. When replaced,
computers and peripherals are offered
to employees at market value, local
schools or charities, or sent to recycling
plants.
Paper usage
The Group constantly strives to
implement paper-saving practices to
reduce wastage. Examples include:
scanned records, electronic timesheets,
e-invoicing, e-payslips and electronic
expense claims.
Energy
Ethics
Only energy-efficient computers and
devices are acquired and they are
turned off at the end of each day. As a
normal part of its operations the Group
seeks to occupy offices which have
efficient building management systems
and, ideally, low energy lighting.
Whenever economically justifiable, the
paper and other consumables used are
made from environmentally-friendly or
Parity Group is committed to
maintaining the highest standards of
ethics, professionalism and business
conduct as well as ensuring that we act
in accordance with the law at all times.
The Group supports and promotes
the principles of equal opportunities in
employment and promotes a culture
where every employee is treated fairly.
A culture of teamwork, openness,
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Corporate Social
Responsibility Report
integrity and professionalism forms a
key element of our company principles
and values which sets out the standards
of behaviour we expect from all our
employees.
Our values:
1. We’re collaborative
2. We’re curious
3. We have integrity
4. We bring a challenger spirit
5. We’re focussed on commercial
outcomes
Anti-Bribery Act
Parity’s Anti-Bribery and Corruption policy
is written to follow the UK regulatory
requirements in relation to the Anti-Bribery
Act. The policy has Executive Director
ownership and is available on the Group’s
intranet. Client and supplier arrangements
are regularly reviewed and guidance
forms part of each employee’s induction.
During the year under review the policy
was reviewed. As a result of the review,
the Company amended its policy with
regard to incentive payments offered to
its staff by external payroll companies for
contractor referrals. This practice was
discontinued in the interests of greater
financial transparency for the Company’s
contractors.
During 2019 no instances of bribery or
At Parity we will
continue to be
at the forefront
of technological
advances and
are excited by the
opportunity to work
with Integumen to
bring the benefits of
AI to our clients. This
is another example
of how we have
sought to modernise
our business and
move it to higher
value solutions for
our clients.
Matthew Bayfield,
Chief Executive,
Parity Group plc
corruption were reported or identified.
Modern Slavery Policy
Parity Group has a zero-tolerance
approach to modern slavery and is
committed to acting ethically and with
integrity in all its business dealings and
relationships, and to implement and
enforce effective systems and controls
to ensure modern slavery is not taking
place anywhere in its own business, or
its supply chain. The following actions
have been taken during 2019:
•
Supply Chain Review – we continue
to take positive steps to improve
supply chain transparency. Following
the annual review of our policy and
supply chain, we continue to believe
that we operate a supply chain with
a very low inherent risk of slave and
human trafficking potential. Our
supply chain is mainly made up of
UK based suppliers of professional
services, computer software and
equipment, office supplies and our
contractor and associate workers.
Nevertheless, this assessment is
kept under continual review and due
diligence is conducted with any new
suppliers.
•
Staff Training – during 2019 we
updated our training content
provided to all new employees on
the Modern Slavery Act 2015 and our
Modern Slavery Policy as part of our
onboarding programme to ensure
all employees are aware of their
responsibilities.
During 2019 no instances of modern
slavery were reported or identified.
Parity Group is committed to maintaining the highest standards
of ethics, professionalism and business conduct as well as
ensuring that we act in accordance with the law at all times.
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Remuneration Committee Report
Remuneration Committee
The Remuneration Committee
comprises David Firth as Chairman and
John Conoley. At the invitation of the
Committee, other Directors may attend
meetings however individual Directors
are excluded from discussions about
their personal remuneration.
The committee is responsible for
reviewing the Group’s remuneration
policy, the emoluments of the Executive
Directors and other senior management
and the Group’s pension arrangements,
and for making recommendations
thereon to the Board. The committee
also makes recommendations to the
Board in respect of awards of options
under the Group’s share option
schemes. It also reviews the terms of
service contracts with senior employees
and Executive Directors and any
compensation arrangements resulting
from the termination by the Company of
such contracts.
The committee has access to external
advisors to assist it with ensuring
that salary and benefits packages
are competitive and appropriate. In
addition, committee members keep
themselves fully informed of all relevant
developments and best practice by
reference to the QCA’s Remuneration
Committee guide. Advice on share
options is provided by Pinsent Masons,
who also provide other legal services to
the Group.
The Board determines the remuneration
of all Non-Executive Directors within the
limits set out in the Company’s Articles
of Association. Non-executive Directors
are not involved in any decisions about
their own remuneration. Details of
Directors’ remuneration for the year
ended 31 December 2019 are set out in
the table on page 42.
Meetings
There were five meetings held during the
year. Attendance at the meetings can be
found in the table on page 28.
Matters considered
During the year, the Committee:
•
•
•
Reviewed and approved the
salaries of Executive Directors,
including the salary of new Chief
Executive Officer Matthew Bayfield
on his appointment, in line with the
remuneration policy set out below;
Approved the renewal of the Group’s
existing long term incentive plans,
following the expiry of the previous
plans, and oversaw the adoption of
a new EMI share option scheme, in
conjunction with the Group’s legal
advisor and the Group’s nominated
advisor; and
Approved the granting of share
options to Chief Executive Officer
Matthew Bayfield as detailed below,
and the granting of share options to
members of senior management,
with balanced consideration towards
motivating and retaining those
employees capable of delivering
superior performance.
Remuneration policy
Parity aims to recruit, motivate
and retain high calibre executives
capable of achieving the objectives
of the Group and to encourage and
reward performance in a manner
which enhances shareholder value.
Accordingly, the Group operates a
remuneration policy which ensures that
there is a clear link to business strategy
and a close alignment with shareholder
interests and current best practice and
aims to ensure that senior executives
are rewarded fairly for their respective
individual contributions to the Group’s
performance.
The key elements of the remuneration
package of senior executives, including
Executive Directors, in the Group in
2019 were basic annual salary and
benefits in kind, long term incentives
including share options, and pension
arrangements.
Salaries and benefits are reviewed
annually. In order to assess the
competitiveness of the pay and benefits
packages offered by the Group,
comparisons are made to those offered
by similar companies. These are chosen
with regard to the size of the company
(turnover, profits and employee
numbers), the diversity and complexity
of their businesses, the geographical
spread of their businesses, and their
growth, expansion and change profile.
Performance bonus
The terms of an incentive bonus
for Executive Directors are agreed
annually. For 2019, it was agreed that no
performance bonus would be earned by,
or paid to, Executive Directors.
Share option schemes
During 2019 the Group operated the
following types of share option scheme:
the Company Share Option Plans, the
EMI Share Option Plan and the Savings
Related Share Option (Sharesave)
Scheme.
Share Option Plans
The Group operates an HMRC
Approved Share Option Plan and an EMI
Share Option Plan, and an Unapproved
Share Option Plan for options awarded
to UK employees in excess of the HMRC
limit of £30,000. Share options are
granted to Executive Directors and other
senior employees over a period of time
and according to performance.
The rules of the Share Option Plans
allow for annual grants to be awarded
equivalent to a value of up to one
times salary or up to two times salary
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in exceptional circumstances. A limit
of 15% of the issued share capital
of the Company in a ten year period,
on a rolling basis, is applicable to the
headroom available to award options
over the life of the Schemes. The EMI
Share Option Plan was established in
September 2019 and Rules of the other
Plans were renewed in September 2019.
Rules of all Plans expire in September
2029.
Share options granted are exercisable
in normal circumstances between three
and ten years after the date of grant.
The options are typically divided into
3 tranches per grant, with the exercise
of each tranche of options conditional
upon the share price outperforming a
target price.
The exercise of share options is satisfied
through shares issued by the Company.
In the event that an employee resigns,
the options that they hold will lapse.
Options are granted at nil cost. The
option exercise price is set at the closing
mid-market share price on date of grant
without any discount.
Share options awarded to the
Executive Directors are disclosed in
the table under the section Directors’
Remuneration within the Remuneration
Report on page 43. All of the options
awarded to the Executive Directors have
vested or lapsed, with the exception of
the following grants:
On 18 May 2018 1,000,000 share
options were awarded to Roger Antony.
The exercise price of the options is 12.8
pence and the share options granted
have been divided into thirds with each
third being subject to the following
performance condition:
i) To exercise the first third (1/3 in
total) of the share options awarded,
the share price must be greater
than or equal to 16.00 pence for 5
consecutive days.
ii) To exercise the second third (2/3 in
total) of the share options awarded
the share price must be greater
than or equal to 19.20 pence for 5
consecutive days.
iii) To exercise the final third (100% in
total) of the share options awarded
the share price must be greater
than or equal to 22.40 pence for 5
consecutive days.
On 5 February 2019 Matthew Bayfield
was appointed as an Executive Director.
Prior to this appointment, 500,000
share options were awarded to Matthew
Bayfield on 3 May 2018 as a member
of senior management. The exercise
price of the options is 13.25 pence and
the share options granted have been
divided into thirds with each third being
subject to the following performance
condition:
i) To exercise the first third (1/3 in
total) of the share options awarded,
the share price must be greater
than or equal to 16.56 pence for 5
consecutive days.
ii) To exercise the second third (2/3 in
total) of the share options awarded
the share price must be greater
than or equal to 19.88 pence for 5
consecutive days.
iii) To exercise the final third (100% in
total) of the share options awarded
the share price must be greater
than or equal to 23.19 pence for 5
consecutive days.
On 18 April 2019 3,000,000 share
options were awarded to Matthew
Bayfield. The exercise price of the
options is 7.75 pence and the share
options granted have been divided into
thirds with each third being subject to
the following performance condition:
i) To exercise the first third (1/3 in total)
of the share options awarded, the
share price must be greater than or
equal to 9.69 pence for 5 consecutive
days.
ii) To exercise the second third (2/3 in
total) of the share options awarded
the share price must be greater
than or equal to 11.63 pence for 5
consecutive days.
iii) To exercise the final third (100% in
total) of the share options awarded
the share price must be greater
than or equal to 13.56 pence for 5
consecutive days.
All of the share options awarded to the
Executive Directors vest in 3 years from
the grant date, and lapse in 10 years
from the grant date if not exercised.
Sharesave Scheme
All UK employees, including the
Executive Directors, are eligible to
participate in the Group’s Savings
Related Option (Sharesave) Scheme
which enables them to subscribe for
ordinary shares in the Company. Options
granted under the Sharesave Scheme do
not have performance related conditions
attached to them.
In May 2018, the Group made a grant of
options under the Sharesave Scheme.
Options were granted in conjunction
with a three year savings contract, up
to a monthly limit of £250. Options were
granted at a discount of less than 10%
to the market price. No options were
granted under the Sharesave Scheme in
2019. None of the Directors held options
under the Sharesave Scheme at 31
December 2019.
Share price
The Parity Group plc mid-market share
price on 31 December 2019 was 10.00
pence. During the period 1 January 2019
to 31 December 2019 shares traded at
market prices between 6.63 pence and
10.35 pence.
Directors’ pension information
Executive Directors are entitled to
a contributory company pension
contribution of 5% of basic salary.
Non-Executive Directors’
remuneration
The Board determines the remuneration
of the Non-Executive Directors with the
benefit of independent advice when
required. The fees are set at a level which
will attract individuals with the necessary
experience and ability to make a
significant contribution to the Group and
are benchmarked against those fees
paid by other UK listed companies.
The Non-Executive Directors do not
receive bonuses or pension contributions
and are not eligible for grants under any
of the Group’s share incentive schemes.
They are entitled to be reimbursed for
reasonable expenses incurred by them
in carrying out their duties as Directors of
the Company.
The Non-Executive Directors do
not receive bonuses or pension
contributions and are not eligible for
grants under any of the Group’s share
incentive schemes. They are entitled to
be reimbursed for reasonable expenses
incurred by them in carrying out their
duties as Directors of the Company.
Service contracts and letters
of appointment
The Group’s policy is that no Director
has a service contract with a notice
period of greater than one year or
has provision for pre-determined
compensation on termination which
exceeds one year’s salary, bonus and
benefits in kind. Non-Executive Directors
have letters of appointment which set
out the terms of their appointments. All
Board appointments are subject to the
Company’s articles of association.
Contractual arrangements for current
Directors are summarised to the right:
Other Non-Executive posts
Subject to the approval of the Board, the Executive Directors may hold external
Non-Executive appointments. The Group believes that such appointments provide
a valuable opportunity in terms of personal and professional development. Fees
derived from such appointments may be retained by the Executive Director
concerned.
Director
Contract date
Notice period
Contractual
termination
payment
John Conoley1
27 April 2017
3 months
3 months rolling
David Firth1
31 May 2016
n/a
n/a
Matthew Bayfield 5 February 2019
12 months
12 months rolling
Roger Antony
22 April 2016
6 months
6 months rolling
1. Unless otherwise specified, the appointment of Non-Executive Directors is terminable at the will of the
parties
42
Governance
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Governance
43
Remuneration Committee Report
Directors’ remuneration
The remuneration of the Directors who served during the year is set out below:
Salary/fees
2019
£’000
Benefits
2019
£’000
Compensation
for loss of
office
2019
£’000
Total
emoluments
2019
£’000
Company
pension
contributions3
2019
£’000
Share-based
payments
2019
£’000
206
159
54
60
45
524
11
12
3
-
-
26
-
-
230
-
-
230
217
171
287
60
45
780
10
8
2
-
-
20
30
23
76
-
-
129
Salary/
fees
2018
£’000
Benefits
2018
£’000
Compensation
for loss of
office
2018
£’000
Total
emoluments
2018
£’000
Company
pension
contributions3
2018
£’000
Share-based
payments
2018
£’000
200
150
60
45
455
13
12
-
-
25
-
-
-
-
-
213
162
60
45
480
10
8
-
-
18
33
19
-
-
52
Executive Directors
Matthew Bayfield1
Roger Antony
Alan Rommel2
Non-Executive Directors
John Conoley
David Firth
Total emoluments
Executive Directors
Alan Rommel
Roger Antony
Non-Executive Directors
John Conoley
David Firth
Total emoluments
1. Matthew Bayfield was appointed as a Board Director on 5 February 2019
2. Alan Rommel resigned as a Board Director on 9 April 2019
3. Company pension contributions disclosed in the table above represent the contractual pension entitlements due to the Directors of the company
Executive Directors’ share options
As at
1 January
2019
Lapsed/
surrendered
in the
year
Exercised
in the
year
Awarded
in the
year
As at 31
December
2019
Exercise
period
Exercise
price
per share
Matthew Bayfield1
Executive share option plan
2018
2019
Sub-total
Roger Antony
Executive share option plan
500,000
-
500,000
2010
2013
2016
2018
Sub-total
Total
100,000
20,000
800,000
1,000,000
1,920,000
2,420,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
500,000
2021-2028
£0.1325
3,000,000
3,000,000
2022-2029
£0.0775
3,000,000
3,500,000
-
-
-
-
-
100,000
2013-2020
£0.0875
20,000
800,000
1,000,000
1,920,000
2016-2023
£0.2650
2019-2026
£0.0862
2021-2028
£0.1280
3,000,000
5,420,000
1. Matthew Bayfield was appointed as a Board Director on 5 February 2019
44
Governance
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Governance
45
Remuneration Committee Report
Directors’ interests in shares
The beneficial interests of the Directors who served during the year and their families in the ordinary share capital of the
Company are shown below:
Shareholding at
31 December
2018
% issued
share capital
Shareholding at
31 December
2019
% issued
share capital
-
200,000
-
100,000
410,632
-
0.19
-
0.10
0.40
194,636
200,000
51,282
153,515
-
0.19
0.19
0.05
0.15
-
John Conoley
David Firth
Matthew Bayfield
Roger Antony
Alan Rommel
For and on behalf of the Board
David Firth
Chairman of The Remuneration Committee
15 April 2020
Parity has more than forty-five years history of trusted
relationships with our clients and a name that is well
known in its market.
46
Governance
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Governance
47
Audit Committee Report
Audit Committee
The Audit Committee is a sub-
committee of the Board, and comprises
David Firth as Chairman, and John
Conoley. Both David Firth and John
Conoley are Non-Executive Directors
and are considered to be independent
by the Board. Their biographies can be
found on page 32.
The Audit Committee meets at least
three times a year. Audit Committee
meetings are attended by the external
auditors and the Executive Directors,
at the invitation of the Committee. The
external auditors meet separately with
the Audit Committee on request, without
the presence of the Executive Directors,
to ensure open communication.
The Audit Committee reviews and,
as appropriate, actively engages in
the processes for financial reporting,
internal control, risk assessment,
audit, compliance assurance and
considers the independence of the
Group’s external auditor as well as the
effectiveness of the Group’s system
of accounting, its internal financial
controls, external audit process and risk
management. The Audit Committee’s
principal terms of reference include:
•
•
•
the oversight responsibilities
described in the foregoing paragraph;
reviewing compliance with laws,
regulations and the Group’s code of
conduct and policies;
monitoring the integrity of the
Group’s financial statements and
announcements relating to the
Group’s financial performance
and reviewing significant financial
reporting judgements, changes in
accounting policies and practices,
significant adjustments resulting from
the audit and the application of the
going concern assumption;
•
reviewing the findings of the external
audit with the external auditor;
•
making recommendations to
the Board, for it to put to the
shareholders for their approval,
regarding the appointment, re-
appointment and removal of the
external auditor and approving
the remuneration and terms of
engagement of the external auditor;
•
•
•
•
•
monitoring and reviewing the external
auditor’s independence and the
effectiveness of the audit process;
developing and implementing policy
on the engagement of the external
auditors to supply non-audit services;
reviewing the risk management
framework and risk assessments;
reviewing the Group’s arrangements
for its employees to raise concerns,
in confidence, about possible
wrongdoing in financial reporting or
other matters; and
reviewing and monitoring the
adequacy and effectiveness of the
Company’s internal financial controls,
internal control, and risk management
systems.
Meetings
There were three meetings held during
the year. Attendance at the meetings
can be found in the table on page 28.
Matters considered
During the year, the Committee:
•
•
•
•
reviewed the annual and interim
report and financial statements of the
Group, and the clarity of disclosures
made;
oversaw the relationship with the
external auditor, including a review of
the external auditor’s findings during
the audit in relation to the year ended
31 December 2018;
reviewed the Group’s Risk Register
and considered changes to the
Group’s risk profile;
reviewed the Group Authority Levels;
and
•
reviewed the external auditor’s Audit
Plan in relation to the year ended 31
December 2019.
External Auditor
The audit in relation to the year
ended 31 December 2018 was Grant
Thornton’s first audit of the Company
since appointment in 2018. The Audit
Committee took feedback with regard to
the conduct of the audit from both Grant
Thornton and the Finance Director.
Neither party reported any performance
or cooperation issues.
Internal audit
The Group does not consider it
necessary to have a separate internal
audit function due to the Group’s size
and its centralised administrative
function but keeps this need under
review. The Company receives regular
feedback from its external auditors
on the effectiveness of its internal
controls and aims to implement any
improvements identified.
Significant issues relating to
the Financial Statements
The Audit Committee reviewed the
following issues in relation to the
financial statements for the year under
review:
Judgements and estimates
The Committee reviewed the executive
management’s assessments and noted
that:
•
•
•
•
a clear distinction had been made
between judgements and estimates;
the only significant areas of
judgement were revenue recognition
and deferred tax asset recognition;
there were no other judgements
made that had a significant effect on
amounts recognised in the accounts;
and
estimates were limited to those
assumptions that carried a significant
risk of a material adjustment to the
Parity’s role as a
trusted partner of
data and digital
expertise is now
more important
than ever. At a time
when the intricacies
of data protection
and the realities of
dealing with large
volumes of data are
the bottleneck to
deriving insights,
Parity’s carefully
curated team of
experts and its
ability to find the
best talent for the
job makes us the
partner of choice.
Antonio Acuna MBE -
Director of Commercial
Delivery, Parity Group plc
carrying values of asset and liabilities
within the next financial year.
the same assumptions used for the
valuation of goodwill; and
•
brought forward tax losses in the
Consultancy legal entity were
unrecognised, consistent with the
prior year, which was considered
appropriate in view of current trading
in the division.
IFRS 16
The Committee reviewed a paper
prepared by the Finance team and
noted that:
•
•
the new standard would result in the
Company recognising £1.1m in right
of use assets, and £1.1m in lease
liabilities, in its Statement of Financial
Position as at 31 December 2019;
there was minimal impact on the
Income Statement with the exception
of an impairment charges on two
empty properties resulting in a non-
recurring charge of £0.1m.
David Firth
Chairman of The Audit Committee
15 April 2020
Valuation of goodwill
The Committee reviewed the executive
management’s support of the carrying
value of Goodwill in the Group’s two
cash generating units (CGUs). The
Committee noted that:
•
•
•
the discounts rates applied were
commensurate with rates used within
the Group’s peer group;
cash flow projections were based
upon prudent growth projections;
and
the sensitivity analysis demonstrated
that both CGUs had sufficient
headroom to absorb the possible
impact of key sensitivities.
Retirement benefit liability
The Committee reviewed the
assumptions made in relation to the
accounting for the Group’s defined
benefit pension scheme and were
satisfied that these were in line with
recognised market practice.
Going concern
The Committee reviewed a paper
prepared by executive management in
support of the going concern statement.
The paper included sensitivity analysis
comprising different downside scenarios
of the Group’s financial projections.
It was noted that the projections and
scenarios for the period to 31 December
2021 demonstrated sufficient facility
headroom. These projections were
updated and reviewed in April 2020 for
the effects of the Covid-19 pandemic
as described in the Directors’ report on
page 49.
Deferred taxation
The Committee reviewed a paper
prepared by the Finance team and
noted that:
•
the assumptions used around
recoverability of the assets were
48
Governance
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Governance
49
Directors’ Report
The Directors present their report
and the audited accounts for the year
ended 31 December 2019.
Principal activities
The Group delivers a range of
recruitment and data and technology
solutions to clients across the public
and private sectors. During the period
under review the Group operated
through two service lines: Recruitment
and Consultancy.
The principal activity of the Recruitment
service line is to provide recruitment,
predominately interim recruitment,
and graduate placement services, to
a diverse range of clients. In 2019 its
clients’ market sectors included central
and local government within the public
sector and retail, housing, utilities and
education in the private sector.
The principal activities of the Consultancy
service line comprise data consultancy
services and business intelligence
solutions. Consultancy delivered its
services during the year to central
government departments in the public
sector and to FMCG, health and food
services clients in the private sector.
Review of business and future
developments
A review of the business and its outlook,
including commentary on the key
performance indicators of revenue,
external contribution, debtor days
and net cash, and the principal risks
and uncertainties facing the Group is
included in the Chairman’s Report, Chief
Executive’s Letter and the Operating
and Finance Review on pages 6 to 23.
The Group’s social, environmental and
ethical policies are set out on pages 34
to 36. A statement on the application of
the going concern principle is set out
below. Details of financial instruments
are set out in note 21 to the financial
statements. Each of the above is
incorporated in this report by reference.
Group results
The Group loss before tax for the year
was £1.06m (2018: profit before tax from
continuing operations £0.36m). After a
tax charge of £0.03m (2018: tax credit
of £0.06m and a loss after tax from
discontinued operations of £0.38m), the
retained loss of £1.08m (2018: retained
profit of £0.04m) has been transferred
from reserves. The results for the year
are set out in the consolidated income
statement on page 62.
Dividends
The Directors do not recommend a final
dividend (2018: nil pence per ordinary
share). The total dividends for the year
were nil pence per ordinary share (2018:
nil pence per ordinary share).
Pension
The Group operates a defined
contribution pension scheme. There is
also a defined benefit scheme which
is closed both to new members and to
future service accrual. Details of the
defined benefit pension scheme are
given in note 23.
Purchase of own shares
At the end of the year, the Company
had authority, under the shareholders’
resolution of 30 May 2019, to purchase
in the market 10,262,402 of the
Company’s ordinary shares at prices
ranging between two pence and an
amount equal to 105% of the average
of the middle market prices quoted
in the five business days immediately
preceding the day of purchase. No
purchases were made during the year.
The Directors intend to seek renewal of
this authority at the forthcoming Annual
General Meeting.
Board of Directors
Biographical information on each of
the Directors as at 15 April 2020 is set
out on page 32, together with details of
membership of the Board committees.
The Company’s Articles of Association
require that at least one Director will
retire from office by rotation and seek
reappointment at the next AGM.
Directors’ interests
The Directors’ beneficial interests in the
ordinary share capital of the Company
are set out within the remuneration
report on page 44.
Principal shareholders
As shown in the table below at 14 April
2020 (being the latest practical date
prior to the signing of the Directors’
Report) the Company had received
notification of the following substantial
interests representing over 3% of the
issued share capital:
Capital structure
The Company has one class of share
in issue, ordinary shares of 2p. The
shares are listed on the London Stock
Exchange and shareholders are entitled
to vote at Company meetings, to receive
dividends and to the return of their
capital in the event of liquidation.
The Directors are not aware of any
restrictions on transfers of shares in
the Company or on voting rights or of
any agreements between holders of the
Company’s shares which may result in
such restrictions.
Going concern
The financial statements have been
prepared on a going concern basis. The
Directors have reviewed the Group’s
cash flow forecasts for the period to
Helium Rising Stars Fund
Timothy Watts
David Courtley
Barclays Wealth
GI Ranch Corporation
Hargreaves Landsdown
Interactive Investor
Citrine Investments
John Cawthorne
Redmayne Bentley
Brewin Dolphin
Number of
ordinary
2p shares
22,762,851
12,359,000
6,566,031
6,327,810
4,654,778
4,134,191
3,715,823
3,558,766
3,223,310
3,223,302
3,195,578
Percentage
held
22.18%
12.04%
6.40%
6.17%
4.54%
4.03%
3.62%
3.47%
3.14%
3.14%
3.11%
31 December 2021, taking account
of reasonably possible changes in
trading performance, including potential
downsides from the impact of Covid-19.
Discussion of this risk is included
within Principal Risks and Uncertainties
on page 23. Downside sensitivities
have included reduced levels of new
business, lower contractor extensions
and reduced contractor utilisation in
the event that some contractors are
unable to work or have their contracts
terminated. In these scenarios, the
Directors do not anticipate issues with
the Group’s financing requirements.
The Group is currently well capitalised
with its financing facility providing
a comfortable level of headroom.
Measures have already been taken to
protect the Group from a downturn
in revenues and there are further
mitigating actions which would be taken
if required. Nevertheless, the Directors
acknowledge the significant uncertainty
caused by the Covid-19 pandemic and
are closely monitoring the outlook for
the Group. The Directors cannot be
certain as to the severity and duration
of these impacts and therefore there
is a material uncertainty which may
cast significant doubt on the Group’s
and parent company’s going concern.
Attention is drawn to the independent
auditor’s report on page 54.
The financing facility provided by
PNC was renewed in May 2019 with a
minimum term of 2 years.
The Company is not party to any
significant agreements that take effect,
alter or terminate upon a change of
control of the Company following a
takeover bid, except for the finance
facility agreement with PNC. There are
no agreements between the Company
and its Directors or employees providing
for compensation for loss of office or
employment that occurs because of a
takeover bid.
50
Governance
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Parity annual report and accounts 2019
Governance
51
Parity provided
the client with a
scalable solution
that not only could
incorporate the
wider company’s
non-perm
workforce, but also
reduced suppliers
from over 30 to
5, of which Parity
remains as the lead!
See case study p15
Directors’ Report
Payments to suppliers
Corporate Governance
The Corporate Governance Report
on pages 26 to 30 forms part of the
Directors’ Report.
Auditor
Pursuant to section 489 of the
Companies Act 2006, resolutions will be
proposed at the 2020 Annual General
Meeting to reappoint Grant Thornton
UK LLP as auditor to the Company and
to authorise the Directors to determine
their remuneration.
Annual General Meeting
The resolutions to be proposed at the
Annual General Meeting, together with
the explanatory notes, will appear in the
Notice of the Annual General Meeting
which will be circulated with the annual
report when sent to all shareholders.
By order of the Board
Roger Antony
Director
15 April 2020
The Group seeks to abide by the
payment terms agreed with suppliers
when it is satisfied that the supplier
has provided the goods or services in
accordance with the agreed terms and
conditions. In the United Kingdom and
Ireland the Group agrees payment terms
with its suppliers when it enters into
binding purchase contracts.
Corporate social responsibility
The Group recognises its corporate
social responsibilities and reports on
these in a separate statement of social,
environmental and ethical policies on
pages 34 to 36. This statement covers
the Group’s Employment Policies,
Environmental Policy and Health and
Safety Policy.
Directors’ and officers’ liability
insurance and indemnity
The Company has purchased insurance
to cover its Directors and officers
against their costs in defending
themselves in any legal proceedings
taken against them in that capacity
and in respect of damages resulting
from the unsuccessful defence of any
proceedings.
Political donations
There were no political donations made
by the Group during the year (2018:
none).
52
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Governance
53
Statement of Directors’
Responsibilities
Statement of Directors’
responsibilities in respect of
the Annual Report and the
Financial Statements
The Directors are responsible for
preparing the Annual Report and the
Group and parent Company financial
statements in accordance with
applicable law and regulations.
Company law requires the Directors to
prepare Group and parent Company
financial statements for each financial
year. As required by the AIM Rules
of the London Stock Exchange they
are required to prepare the Group
financial statements in accordance
with International Financial Reporting
Standards as adopted by the EU
(IFRSs as adopted by the EU) and
applicable law and have elected to
prepare the parent Company financial
statements on the same basis.
Under company law the Directors
must not approve the financial
statements unless they are satisfied
that they give a true and fair view of
the state of affairs of the Group and
parent Company and of their profit or
loss for that period. In preparing each
of the Group and parent Company
financial statements, the Directors are
required to:
•
•
•
•
select suitable accounting policies
and then apply them consistently;
make judgements and estimates
that are reasonable, relevant and
reliable;
state whether they have been
prepared in accordance with IFRSs
as adopted by the EU;
assess the Group and parent
Company’s ability to continue as
a going concern, disclosing, as
applicable, matters related to going
concern; and
•
use the going concern basis of
accounting unless they either intend
to liquidate the Group or the parent
Company or to cease operations, or
have no realistic alternative but to
do so.
The Directors are responsible for
keeping adequate accounting records
that are sufficient to show and explain
the parent Company’s transactions
and disclose with reasonable accuracy
at any time the financial position of
the parent Company and enable them
to ensure that its financial statements
comply with the Companies Act
2006. They are responsible for such
internal control as they determine is
necessary to enable the preparation
of financial statements that are free
from material misstatement, whether
due to fraud or error, and have general
responsibility for taking such steps
as are reasonably open to them to
safeguard the assets of the Group and
to prevent and detect fraud and other
irregularities.
Under applicable law and regulations,
the Directors are also responsible for
preparing a Strategic Report and a
Directors’ Report that complies with
that law and those regulations.
of the Company’s website is the
responsibility of the Directors. The
Directors’ responsibility also extends
to the ongoing integrity of the financial
statements contained therein.
Internal control
The Board is ultimately responsible for
the Group’s system of internal control
and for reviewing its effectiveness
and is assisted in this respect by the
Audit Committee. Such a system
is designed to manage rather
than eliminate the risk of failure to
achieve business objectives and
can only provide reasonable and
not absolute assurance against
material misstatement or loss. The
Group’s system of internal control,
which materially complies with the
Financial Reporting Council’s Risk
Management, Internal Control and
Related Financial and Business
Reporting September 2014 guidance
has been in place throughout the
year and up to the date of this report.
The Directors confirm that they have
reviewed the effectiveness of the
Group’s system of internal controls
during the year.
The Group did not consider it
necessary to have a separate internal
audit function, but will continue to
keep the need under review.
Website publication
Risk management
The Directors are responsible for
ensuring the annual report and
the financial statements are made
available on the Parity Group website.
Financial statements are published on
the Company’s website in accordance
with AIM company requirements
governing the preparation and
dissemination of financial statements.
The maintenance and integrity
The Group is exposed through its
operations to the following financial
risks:
•
Interest rate risk;
• Foreign currency risk;
• Liquidity risk; and
• Credit risk.
The policies for managing these
risks are set by the Board following
recommendations from the Group
Finance Director. Certain risks are
managed centrally, while others are
managed locally following guidelines
communicated from the centre.
The policies for each of the above
risks, and the nature and extent of
those risks, are described in detail in
note 21 to the financial statements.
Other risks and uncertainties are
discussed on page 23.
Each of the persons who is a
Director as at the date of approval of
this annual report confirms that:
•
•
so far as the Director is
aware, there is no relevant
audit information of which the
Company’s auditors are unaware;
and
the Director has taken all the
steps that he ought to have taken
as a Director in order to make
himself aware of any relevant
audit information and to establish
that the Company’s auditors are
aware of that information.
This confirmation is given and
should be interpreted in accordance
with the provisions of s418 of the
Companies Act 2006.
John Conoley
Non-Executive Chairman
15 April 2020
54
Independent Auditor’s Report
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Independent Auditor’s Report
55
Independent
Auditor’s Report
Independent auditor’s report to the members of Parity Group plc
Opinion
Our opinion on the financial statements is unmodified
We have audited the financial statements of Parity Group plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31 December 2019, which comprise the Consolidated
income statement, Consolidated statement of comprehensive income, Consolidated and Company
Statements of changes in equity, Consolidated and Company Statements of financial position,
Consolidated and Company Statements of cash flows and notes to the financial statements, including
a summary of significant accounting policies. The financial reporting framework that has been applied
in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union and, as regards the parent company financial statements, as applied
in accordance with the provisions of the Companies Act 2006.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 31 December 2019 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted
by the European Union;
the parent company financial statements have been properly prepared in accordance with IFRSs
as adopted by the European Union and as applied in accordance with the provisions of the
Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial
statements’ section of our report. We are independent of the group and the parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The impact of uncertainties arising from the UK exiting the European Union on our audit
Our audit of the financial statements requires us to obtain an understanding of all relevant uncertainties, including those
arising as a consequence of the effects of Brexit. All audits assess and challenge the reasonableness of estimates made
by the directors and the related disclosures and the appropriateness of the going concern basis of preparation of the
financial statements. All of these depend on assessments of the future economic environment and the group’s and parent
company’s future prospects and performance.
Brexit is one of the most significant economic events for the UK, and at the date of this report its effects are subject to
unprecedented levels of uncertainty, with the full range of possible outcomes and their impacts unknown. We applied a
standardised firm-wide approach in response to these uncertainties when assessing the group’s and parent company’s
future prospects and performance. However, no audit should be expected to predict the unknowable factors or all possible
future implications for a group and parent company associated with a course of action such as Brexit.
Material uncertainty related to going concern
We draw attention to note 1 in the financial statements, which indicates that the Directors cannot be certain as to the
severity and duration of the impacts of Covid-19 on the business of the group and parent company. These events or
conditions, along with the other matters set forth in note 1, indicate that a material uncertainty exists that may cast
significant doubt on the group’s and parent company’s ability to continue as a going concern. Our opinion is not modified in
respect of this matter.
44
Overview of our audit approach
• Overall materiality: £431,000, which represented 0.5% of the
group’s expected revenue at the planning stage of the audit; and
• Key audit matters identified were revenue recognition and
transition to IFRS 16 ‘Leases’.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those that had the greatest effect on: the overall
audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
In addition to the matter described in the material uncertainty related to going concern section, we have determined the
matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter – Group
How the matter was addressed in the audit – Group
Revenue recognition
Under International Standard on Auditing (UK) 240 ‘The
Auditor’s Responsibilities Relating to Fraud in an Audit
of Financial Statements’, there is a presumed risk that
revenue may be misstated due to the improper
recognition of revenue.
Revenue is recognised in accordance with the group's
accounting policy and International Financial Reporting
Standard IFRS 15 “Revenue from contracts with
customers”.
The group has two operating segments with separate
revenue streams:
• Recruitment – provides targeted recruitment of
temporary and permanent professionals to support
IT and business change programmes. Recruitment
provides 91% (2018: 90%) of the continuing group’s
revenues.
• Consultancy – provides business and IT
consultancy services focusing on the provision of
data solutions and delivery of IT projects.
Consultancy provides 9% (2018: 10%) of the
continuing group’s revenues.
Due to the size of the balance and volume of
transactions, we identified the occurrence of revenue
recognition as a significant risk, which was one of the
most significant assessed risks of material
misstatement.
Our audit work included, but was not restricted to:
•
Assessing the stated accounting policies in
respect of revenue recognition policies and
whether these are consistent with IFRS 15.
For Recruitment revenue:
•
•
Testing the operating effectiveness of the key
control for temporary professional’s revenue
recognition. The key control tested being
authorisation of the contractor timesheet by
the customer; and
Substantively testing permanent revenue
transactions by agreeing a sample of sales
invoices to evidence of commencement of
employment and bank receipts.
For Consultancy revenue:
•
Substantively testing revenue transactions by
agreeing a sample of sales invoices to bank
receipt and remittance, or alternative
evidence where the invoice was not paid
during the year.
Further to the above, we also focused our testing on
accrued income by carrying out the following tests:
• Obtaining and reconciling the accrued income
listing to the trial balance;
• Gaining an understanding of the systems and
controls in place for recognising accrued
income; and
•
Statistically testing a sample of transactions
by agreeing revenue recognised to authorised
timesheets or alternative supporting
documentation, and sales invoices post year
end.
The group's accounting policy on revenue recognition is
shown in note 1 to the financial statements. The Audit
Committee identified revenue recognition as a
significant issue in its report on page [x], where the
Audit Committee also described the action that it has
taken to address this issue.
46
Key observations
Based on our audit work we did not identify any material
instances of revenue not being recognised in
accordance with stated accounting policies and IFRS
15.
45
56
Independent Auditor’s Report
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Independent Auditor’s Report
57
Key Audit Matter – Group
How the matter was addressed in the audit – Group
Transition to IFRS 16 ‘Leases’
IFRS 16 has been adopted by the Group for the first
time in the period. Management have elected to adopt
the modified retrospective approach to transitioning to
the new standard.
Application resulted in the recognition on transition of
total lease liabilities of £1,057,000 and right-of-use
assets of £1,063,000.
The process for measuring the impact of IFRS 16 is
complex and requires significant judgement, therefore
we identified the transition to IFRS 16 as a significant
risk, which was one of the most significant assessed
risks of material misstatement.
Our audit work included, but was not restricted to:
• Assessing the accounting policy and disclosures for
compliance with IFRS 16;
• Testing the arithmetical accuracy and integrity of
the underlying data, by checking the consistency of
the formulas and agreeing a sample of inputs to
supporting documentation including lease
agreements;
• Testing the completeness of the leases identified by
viewing lease agreements and payments and
checking that they are included on the listing; and
• Assessing the reasonableness of the discount rate
applied by carrying out a sensitivity analysis and
obtaining corroborative evidence to support the
judgements made by management for the key
assumptions in applying IFRS 16.
The group’s accounting policy and related disclosures in
relation to IFRS 16 is shown on page [x].
70
Key observations
Based on our audit work we did not identify any material
misstatements on the transition to IFRS 16.
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in
determining the nature, timing and extent of our audit work and in evaluating the results of that work.
Materiality was determined as follows:
Materiality measure
Group
Parent company
Financial statements as a
whole
£431,000 which was 0.5% of the group’s
expected revenue at the planning stage of
the audit. This benchmark is considered
the most appropriate because revenue is
the key driver of the business and is less
volatile than group profit before tax.
£411,000, which is 2% of the parent
company’s investments in subsidiaries.
This benchmark is considered the most
appropriate because the parent company
is a holding company.
Materiality for the current year is lower
than the level that we determined for the
year ended 31 December 2018 to reflect
the fall in revenue compared to the prior
year.
Materiality for the current year is the
same as the level that we determined for
the year ended 31 December 2018.
75% of financial statement materiality.
75% of financial statement materiality.
We also determine a lower level of
specific materiality for certain areas such
as directors’ remuneration and related
party transactions.
We also determine a lower level of
specific materiality for certain areas such
as directors’ remuneration and related
party transactions.
Performance materiality
used to drive the extent
of our testing
Specific materiality
Communication of
misstatements to the
audit committee
£22,000 and misstatements below that
threshold that, in our view, warrant
reporting on qualitative grounds.
£21,000 and misstatements below that
threshold that, in our view, warrant
reporting on qualitative grounds.
The graph below illustrates how performance materiality interacts with our overall materiality and the tolerance for potential
uncorrected misstatements.
46
Overall materiality – Group
Overall materiality – Parent
25%
25%
75%
75%
Tolerance for potential uncorrected mis-statements
Performance materiality
An overview of the scope of our audit
Our audit approach was a risk-based approach founded on a thorough understanding of the group’s business, its
environment and risk profile and in particular included:
• we determined that two of the trading subsidiaries (Parity Professionals Limited and Parity Consultancy Services
Limited) required full scope audits of their financial information for group purposes;
•
the group team determined the component materialities, which ranged from £206,000 to £411,000, having regard
to the mix of size and risk profile of the group across the components;
• work carried out by the group engagement team at the group’s London head office only;
•
•
advanced audit procedures, focussing on revenue and payroll testing; and
full scope procedures on 100% of revenue generated by the group, and the total assets and total loss of the
group.
Other information
The directors are responsible for the other information. The other information comprises the information included in the
Report and Accounts, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified
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.
Matters on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
47
58
Independent Auditor’s Report
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Independent Auditor’s Report
59
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
•
the parent company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors for the financial statements
As explained more fully in the statement of directors’ responsibilities set out on page [x], 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.
52
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Marc Summers FCA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
LONDON
15 April 2020
48
My decision to join Parity was
based on the evident change of
direction for the business. Parity
has transformed into a business
with a genuine dedication in human
capital and a recognition of the
importance of people in digital
transformations. My experience
in the professional staffing sector
has led me to the conclusion
that all staffing businesses will
need to evolve or run the risk of
falling away in the wave of digital
revolution. Parity is leading the way
in disrupting the market.
Lee-Ann Falconer - Director of Commercial
Acquisition, Parity Group plc
60
Introduction
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Introduction
61
Section three
Accounts,
notes and other
information
Contents
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 02
About Parity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 03
Section one
Strategic report
Chairman’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 06
Chief Executive’s Statement . . . . . . . . . . . . . . . . . . . . . . 08
Our Timeline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Case Studies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
A New Operating Model . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Operational and Finanicial Review . . . . . . . . . . . . . . . . . 18
Section two
Governance
Corporate Governance Report . . . . . . . . . . . . . . . . . . . . 26
The Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Corporate Social Responsibility Report . . . . . . . . . . . . . 34
Remuneration Committee Report . . . . . . . . . . . . . . . . . . 39
Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . 46
Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Statement of Directors’ Responsibilities . . . . . . . . . . . . . 52
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . 54
Section three
Accounts, notes and other information
Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . 70
Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
62
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
63
Consolidated Income Statement for the year ended 31 December 2019
Consolidated Statement of Comprehensive Income for the year ended 31 December 2019
(Loss)/profit for the year
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
Items that will never be reclassified to profit or loss
Remeasurement of defined benefit pension scheme
Deferred taxation on remeasurement of defined pension scheme
23
16
Other comprehensive income/(expense) for the year after tax
Total comprehensive expense for the year attributable to owners of the parent
The notes on pages 70 to 101 form part of the financial statements.
Notes
2019
£’000
(1,082)
2018
£’000
40
-
(3)
931
(158)
773
(309)
(1,005)
171
(837)
(797)
Before non-
recurring
items
2019
£’000
Non-
recurring
items
(note 5)
2019
£’000
Before non-
recurring
items
2018
£’000
Total
2019
£’000
Non-
recurring
items
(note 5)
2018
£’000
Notes
Total
2018
£’000
80,409
(4,876)
(806)
(74,280)
(79,962)
447
(332)
115
(149)
-
(867)
(142)
(163)
(1,172)
(1,172)
-
(1,172)
124
(34)
(1,048)
80,409
(5,743)
(948)
(74,443)
(81,134)
(725)
(332)
(1,057)
(25)
(1,082)
-
-
-
(34)
(1,048)
(1,082)
86,112
(5,976)
(194)
(78,724)
(84,894)
1,218
(365)
853
(16)
837
(381)
456
-
86,112
(299)
(6,275)
-
(194)
(196)
(495)
(495)
-
(495)
79
(416)
(78,920)
(85,389)
723
(365)
358
63
421
-
(381)
(416)
40
Continuing operations
Revenue
Employee benefit costs
Depreciation, amortisation and impairment
All other operating expenses
Total operating expenses
Operating profit/(loss)
Finance costs
Profit/(loss) before tax
Tax (charge)/credit
3
4
4
4
7
10
(Loss)/profit for the year from continuing
operations
Discontinued operations
Loss from discontinued operations after tax
8
(Loss)/profit for the year attributable to
owners of the parent
(Loss)/earnings per share – Continuing operations
Basic
Diluted
11
11
(Loss)/earnings per share – Continuing and discontinued operations
Basic
Diluted
11
11
The notes on pages pages 70 to 101 form part of the financial statements.
(1.05p)
(1.05p)
(1.05p)
(1.05p)
0.41p
0.41p
0.04p
0.04p
64
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
65
Statements of Changes in Equity for the year ended 31 December 2019
Statements of Changes in Equity for the year ended 31 December 2019 (continued)
Consolidated
At 31 December 2018
Adoption of IFRS 16 (note 1)
Revised at 1 January 2019
Share options – value of employee services
Transactions with owners
Loss for the year
Remeasurement of defined benefit pension
scheme
Deferred taxation on remeasurement of defined
pension scheme taken directly to equity
Share
capital
£’000
Share
premium
reserve
£’000
Capital
redemption
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
2,053
33,244
14,319
34,560
(77,612)
6,564
-
-
-
-
6
6
2,053
33,244
14,319
34,560
(77,606)
6,570
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
162
162
162
162
(1,082)
(1,082)
931
931
(158)
(158)
At 31 December 2019
2,053
33,244
14,319
34,560
(77,753)
6,423
Consolidated
At 1 January 2018
Issue of new ordinary shares
Share options – value of employee services
Transactions with owners
Profit for the year
Exchange differences on translation of foreign
operations
Remeasurement of defined benefit pension
scheme
Deferred taxation on remeasurement of defined
pension scheme taken directly to equity
Reallocation of impairment charge (note 22)
Share
capital
£’000
Share
premium
reserve
£’000
Capital
redemption
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
2,043
33,211
14,319
44,160
(86,544)
7,189
10
-
10
-
-
-
-
-
33
-
33
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
129
129
40
(3)
43
129
172
40
(3)
(1,005)
(1,005)
171
171
(9,600)
9,600
-
At 31 December 2018
2,053
33,244
14,319
34,560
(77,612)
6,564
Company
At 1 January 2019
Share options – value of
employee services
Transactions with owners
Profit for the year
At 31 December 2019
Share
capital
£’000
Share
premium
reserve
£’000
Capital
redemption
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
2,053
33,244
14,319
13,129
(52,047)
10,698
-
-
-
-
-
-
-
-
-
-
-
-
121
121
14
121
121
14
2,053
33,244
14,319
13,129
(51,912)
10,833
Company
At 1 January 2018
Share
capital
£’000
Share
premium
reserve
£’000
Capital
redemption
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
2,043
33,211
14,319
22,729
(59,812)
12,490
Issue of new ordinary shares
Share options – value of employee services
Transactions with owners
Loss for the year
Reallocation of impairment charge (note 22)
10
-
10
-
-
33
-
33
-
-
-
-
-
-
-
-
-
-
-
-
52
52
43
52
95
(1,887)
(1,887)
(9,600)
9,600
-
At 31 December 2018
2,053
33,244
14,319
13,129
(52,047)
10,698
The notes on pages 70 to 101 form part of the financial statements.
66
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
67
Statements of Financial Position as at 31 December 2019
Statements of Financial Position as at 31 December 2019 (continued)
Company number 3539413
Assets
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Right-of-use assets
Trade and other receivables
Investments in subsidiaries
Deferred tax assets
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Loans and borrowings
Lease liabilities
Trade and other payables
Provisions
Total current liabilities
Non-current liabilities
Lease liabilities
Trade and other payables
Provisions
Retirement benefit liability
Total non-current liabilities
Total liabilities
Net assets
Consolidated
Company
Notes
2019
£’000
2018
£’000
2019
£’000
2018
£’000
12
13
14
15
17
28
16
17
18
15
19
20
15
19
20
23
4,594
4,594
32
43
395
-
-
970
6,034
6,739
4,116
10,855
16,889
(2,719)
(325)
(6,012)
(324)
(9,380)
(173)
-
(21)
(892)
(1,086)
(10,466)
6,423
86
69
-
-
-
1,153
5,902
12,018
5,829
17,847
23,749
(6,919)
-
(8,261)
(43)
(15,223)
-
-
(20)
(1,942)
(1,962)
(17,185)
6,564
-
-
-
-
131,946
20,527
-
152,473
2,130
117
2,247
-
-
-
-
123,510
20,527
-
144,037
2,304
387
2,691
154,720
146,728
-
-
(14,357)
-
(14,357)
-
-
(12,917)
-
(12,917)
-
-
(129,530)
(123,113)
-
-
(129,530)
(143,887)
10,833
-
-
(123,113)
(136,030)
10,698
Shareholders’ equity
Called up share capital
Share premium reserve
Capital redemption reserve
Other reserves
Retained earnings
Total shareholders’ equity
Consolidated
Company
Notes
2019
£’000
2018
£’000
2019
£’000
2018
£’000
24
22
22
22
22
2,053
33,244
14,319
34,560
(77,753)
6,423
2,053
33,244
14,319
34,560
(77,612)
6,564
2,053
33,244
14,319
13,129
(51,912)
10,833
2,053
33,244
14,319
13,129
(52,047)
10,698
In accordance with Section 408 of the Companies Act 2006, the Company has not presented its own income statement or statement of
comprehensive income. The profit for the year dealt with in the accounts of the Company was £14,000 (2018: loss of £1,887,000).
The notes on pages 70 to 101 form part of the financial statements.
Approved by the Directors and authorised for issue on 15 April 2020.
Matthew Bayfield
Chief Executive Officer
Roger Antony
Group Finance Director
68
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
69
Statements of Cash Flows for the year ended 31 December 2019
Statements of Cash Flows for the year ended 31 December 2019 (continued)
Consolidated
Company
Consolidated
Company
Operating activities
(Loss)/profit for the year
Adjustments for:
Net finance expense
Share-based payment expense
Income tax charge/(credit)
Intercompany loans written off
Amortisation of intangible assets
Depreciation of property, plant and equipment
Depreciation and impairment of right-of-use
assets
Loss on write down of assets
Loss on disposal of subsidiary
Working capital movements
Decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Increase in provisions
Payments to retirement benefit plan
Net cash flows from/(used in) operating
activities
Investing activities
Purchase of intangible assets
Purchase of property, plant and equipment
Net proceeds from disposal of subsidiary
Net cash flows (used in)/from investing
activities
Notes
7
9
10
27
13
14
15
13, 14
8
17
19
20
23
13
14
8
2019
£’000
(1,082)
332
162
25
-
52
56
840
16
-
401
5,233
(2,249)
282
(249)
3,418
-
(44)
-
(44)
2018
£’000
2019
£’000
2018
£’000
Notes
2019
£’000
2018
£’000
2019
£’000
Financing activities
Issue of ordinary shares
(Repayment)/drawdown of finance facility
Principal repayment of lease liabilities
Net movements on intercompany funding
Interest paid
Net cash flows (used in)/from financing
activities
18
15
7
Net (decrease)/increase in cash and cash
equivalents
Cash and cash equivalents at the beginning
of the year
Cash and cash equivalents at the end of the
year
The notes on pages 70 to 101 form part of the financial statements.
-
(4,192)
(764)
-
(131)
(5,087)
(1,713)
5,829
4,116
43
330
-
-
(181)
192
861
4,968
5,829
-
-
-
1,466
(131)
1,335
(270)
387
117
40
365
129
(236)
-
165
53
-
-
306
822
204
(141)
45
(326)
604
(14)
(35)
114
65
14
(1,887)
(1,446)
121
(334)
-
-
-
-
-
-
625
52
(239)
(395)
-
1
-
-
-
(1,645)
(1,843)
1
39
-
-
-
(53)
-
-
(1,605)
(1,896)
-
-
-
-
-
-
-
-
2018
£’000
43
-
-
2,305
(181)
2,167
271
116
387
70
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
71
Notes to the Financial Statements for the year ended 31 December 2019
1 Accounting policies
Basis of preparation
Parity Group plc (the “Company”) is a company
incorporated and domiciled in the UK.
Both the parent company financial
statements and the Group financial
statements have been prepared and
approved by the Directors in accordance
with International Financial Reporting
Standards as adopted by the EU (“Adopted
IFRSs”). On publishing the parent company
financial statements here together with the
Group financial statements, the Company
is taking advantage of the exemption in
Section 408 of the Companies Act 2006 not
to present its individual income statement
and related notes that form a part of these
approved financial statements.
The principal accounting policies adopted in
the preparation of the financial statements
are set out below. The policies have
been consistently applied to all the years
presented unless otherwise stated.
The Group’s business activities, together
with the factors likely to affect its future
development, performance and position
are set out in the Directors’ Report (Review
of business and future developments). The
financial position of the Group, its cash flows,
liquidity position and borrowing facilities are
described in the Operational and Financial
Review on pages 18 to 21 and in note 21
to the financial statements. Note 21 also
includes the Group’s objectives for managing
capital.
As outlined in note 21, the Group meets its
day to day working capital requirements
through an asset-based finance facility. The
facility contains certain financial covenants
which have been met throughout the period.
The current facility, which has been in place
since 2010, was renegotiated in May 2019 on
improved terms and is subject to a minimum
term which expires in May 2021, after which
the facility will continue subject to three
months’ notice from either party.
The financial statements have been prepared
on a going concern basis. The Directors
have reviewed the Group’s cash flow
forecasts for the period to 31 December
2021, taking account of reasonably possible
changes in trading performance, including
potential downsides from the impact of
Covid-19. Discussion of this risk is included
within Principal Risks and Uncertainties
on page 23. Downside sensitivities have
included reduced levels of new business,
lower contractor extensions and reduced
contractor utilisation in the event that some
contractors are unable to work or have their
contracts terminated. In these scenarios, the
Directors do not anticipate issues with the
Group’s financing requirements. The Group
is currently well capitalised with its financing
facility providing a comfortable level of
headroom. Measures have already been
taken to protect the Group from a downturn
in revenues and there are further mitigating
actions which would be taken if required.
Nevertheless, the Directors acknowledge
the significant uncertainty caused by
the Covid-19 pandemic and are closely
monitoring the outlook for the Group. The
Directors cannot be certain as to the severity
and duration of these impacts and therefore
there is a material uncertainty which may
cast significant doubt on the Group’s and
parent company’s going concern. Attention
is drawn to the independent auditor’s report
on page 54.
Basis of consolidation
The consolidated financial statements
comprise the financial statements of the
Company and its subsidiaries as at 31
December 2019. Subsidiaries are entities
controlled by the Group. Control exists when
the Group has:
• existing rights that give it the ability
to direct the relevant activities that
significantly affect the subsidiary’s returns;
and
• exposure, or rights, to variable returns
from its involvement with the subsidiary;
and
• the ability to use its power over the
subsidiary to affect the amount of the
Group’s returns.
The acquisition date is the date on which
control is transferred to the acquirer. The
financial statements of subsidiaries are
included in the consolidated financial
statements from the date that control
commences until the date that control
ceases.
The financial statements of the subsidiaries
are prepared for the same reporting period
as the parent company, using consistent
accounting policies. All intra-group balances,
transactions, unrealised gains and losses
resulting from intra-group transactions and
dividends are eliminated in full.
In accordance with Section 408 of the
Companies Act 2006, the Company has
not presented its own income statement or
statement of comprehensive income. The
profit for the year dealt with in the accounts
of the Company was £14,000 (2018: loss of
£1,887,000).
Business combinations
The acquisition of subsidiaries is accounted
for using the purchase method. The related
costs of acquisition other than those
associated with the issue of debt or equity
securities, are recognised in the profit and
loss as incurred. The acquiree’s identifiable
assets and liabilities and contingent liabilities
that meet the conditions for recognition
under IFRS 3 (2008) ‘Business Combinations’
are recognised at their fair value at the
acquisition date.
Accounting policies: new standards,
amendments and interpretations effective
and adopted by the Group
IFRS 16 ‘Leases’
The Group adopted IFRS 16 from 1 January
2019, replacing IAS 17 ‘Leases’ and related
interpretations. This represents a change in
accounting for lease arrangements in which
the Group acts as lessee whereby operating
leases previously treated solely through profit
and loss are to be recorded in the statement
of financial position in the form of a right-
of-use asset and a lease liability, subject to
exemptions for low-value leases. The nature of
the costs changes from operating expenses
to predominantly depreciation with an interest
expense on the lease liability. The Group has
been mainly impacted by IFRS 16 on its leases
for office premises.
In accordance with the transition provisions
of IFRS 16, comparative information has not
been restated, with the cumulative effect of
initially applying the standard recognised
as an adjustment to opening retained
earnings at 1 January 2019. Lease liabilities
previously assessed as operating leases
have been measured on 1 January 2019
at the present value of the remaining lease
payments, discounted using the Group’s
incremental borrowing rate at that date of
3.10%. Associated right-of-use assets have
been measured at amounts equal to the lease
liabilities, adjusted for any prepaid or accrued
lease payments.
The Group has applied practical expedients
permitted by IFRS 16 as follows:
• Relying on previous assessments on
whether leases are onerous as an alternative
to performing an impairment review. There
were no onerous leases at 1 January 2019
• Excluding initial direct costs from the
measurement of right-of-use assets at the
date of initial application
Application resulted in the recognition of total lease liabilities of £1,057,000 and right-of-use
assets of £1,063,000, resulting in an increase to retained earnings of £6,000.
The following is a reconciliation of total operating lease commitments at 31 December
2018 (as disclosed in the financial statements to 31 December 2018) to the lease liabilities
recognised at 1 January 2019:
Operating lease commitments disclosed at 31 December 2018
Not recognised within the scope of IFRS 16
Effect of discounting using incremental borrowing rate
Lease liabilities recognised under IFRS 16 at 1 January 2019
£’000
1,132
(37)
(38)
1,057
Accounting policies: new standards,
amendments and interpretations that
are not yet effective and have not been
adopted early by the Group
the amount of consideration expected to
be entitled in exchange for services to a
customer, net of refund liabilities and value
added tax.
At the date of authorisation of these
financial statements, several new, but not
yet effective, standards, amendments to
existing standards and interpretations have
been published. None of these have been
adopted early by the Group. New standards,
amendments and interpretations not adopted
in the current year have not been disclosed
as they are not expected to have a material
impact on the Group.
Revenue recognition
The Group generates revenue principally
through the provision of recruitment and
consultancy services.
To determine whether to recognise revenue,
the Group follows a five-step process:
1. Identifying the contract with the customer;
2. Identifying the performance obligations;
Measurement convention
The financial statements are prepared on
the historical cost basis. Non-current assets
are stated at the lower of previous carrying
amount and fair value less costs to sell.
3. Determining the transaction price;
4. Allocating the transaction price to the
performance obligations; and
5. Recognising revenue when and as
performance obligations are satisfied.
Revenue recognition
The Group generates revenue principally
through the provision of recruitment and
consultancy services.
To determine whether to recognise revenue,
the Group follows a five-step process:
1. Identifying the contract with the customer;
2. Identifying the performance \obligations;
3. Determining the transaction price;
4. Allocating the transaction price to the
performance obligations; and
5. Recognising revenue when and as
performance obligations are satisfied.
Revenue is recognised either at a point in
time or over time, when the group satisfies
performance obligations by transferring
promised services to its customers. Revenue
is measured at the transaction price, being
Revenue is recognised either at a point in
time or over time, when the group satisfies
performance obligations by transferring
promised services to its customers. Revenue
is measured at the transaction price, being
the amount of consideration expected to
be entitled in exchange for services to a
customer, net of refund liabilities and value
added tax.
Revenue for the provision of recruitment
services
The performance obligation is the provision
of temporary or permanent workers to
customers. For temporary workers, the
performance obligations are satisfied over
time as the customer receives the benefit of
the temporary worker, in line with time worked
by the temporary worker at pre-determined
rates. For permanent workers, the performance
obligation is measured at a point in time, which
is at the point that the permanent worker
commences employment, as before this time
the Group does not create or enhance an asset
for the customer and there is no enforceable
right to payment until then. Refund liabilities
related to permanent workers are calculated
based on a probabilistic estimate using historic
refund levels.
The Group presents revenues gross of the
costs of the temporary workers where it acts
as principal under IFRS 15 and net of the
costs of temporary workers where it acts
as agent. The Group acts as principal in the
large majority of its contracts, where it has the
primary responsibility for fulfilling the promise
to supply a worker to a customer and has
control over that supply. The Group acts as
agent where it does not have such control.
Revenue for the provision of consultancy
services
Performance obligations on consultancy
services contracts are satisfied over time
if the service creates an asset that the
customer controls and the Group has an
enforceable right to payment. Revenue is
measured using an input measure, such as
days worked as a proportion of total days
to be worked, towards the satisfaction of an
obligation.
In obtaining some contracts, the Group
incurs a number of incremental costs, such
as commissions paid to sales staff. As
the amortisation period of these costs, if
capitalised, would be less than one year, the
Group makes use of the practical expedient
in IFRS 15 and expenses them as incurred.
Non-recurring items
Items which are both material and non-
recurring are presented as non-recurring
items within the relevant income statement
category. The separate reporting of non-
recurring items helps provide a better
indication of the Group’s underlying business
performance. Events which may give rise to
the classification of items as non-recurring, if
of a material value, include gains or losses on
the disposal of a business, restructuring of
a business, transaction costs, litigation and
similar settlements, asset impairments and
onerous contracts.
Financing income and expenses
Financing expenses comprise interest
payable and finance leases recognised in
profit or loss using the effective interest
method, unwinding of the discount on the
retirement benefit scheme liabilities, and net
foreign exchange losses that are recognised
72
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
73
in the income statement (see Foreign
currencies accounting policy). Financing
income comprises the expected return on the
retirement benefit scheme assets, interest
receivable on funds invested, dividend
income, and net foreign exchange gains.
Interest income and interest payable is
recognised in profit or loss as it accrues,
using the effective interest method. Dividend
income is recognised in the income statement
on the date the entity’s right to receive
payments is established. Foreign currency
gains and losses are reported on a net basis.
Dividends
Final dividends proposed by the Board of
Directors and unpaid at the balance sheet
date are not recognised in the financial
statements until they have been approved
by the shareholders at the Annual General
Meeting. Interim dividends, which do not
require shareholder approval, are recognised
when paid.
Taxation
Tax on the profit or loss for the year
comprises current and deferred tax. Tax
is recognised in the income statement
except to the extent that it relates to items
recognised directly in equity, in which
case it is recognised in equity or in other
comprehensive income.
Current tax is the expected tax payable or
receivable on the taxable income or loss
for the year, using tax rates enacted or
substantively enacted at the balance sheet
date, and any adjustment to tax payable in
respect of previous years.
Deferred tax is provided on temporary
differences between the carrying amounts
of assets and liabilities for financial reporting
purposes and the amounts used for
taxation purposes. The following temporary
differences are not provided for: the initial
recognition of goodwill; the initial recognition
of assets or liabilities that affect neither
accounting nor taxable profit other than in
a business combination, and differences
relating to investments in subsidiaries
to the extent that they will probably not
reverse in the foreseeable future. The
amount of deferred tax provided is based
on the expected manner of realisation or
settlement of the carrying amount of assets
and liabilities, using tax rates enacted or
substantively enacted at the balance sheet
date.
unless it is probable that there will be
taxable profits in the foreseeable future
against which the deferred tax asset can
be utilised. A deferred tax asset for unused
tax losses carried forward is recognised on
the same basis as for deductible temporary
differences. However, the existence of the
unused tax losses is strong evidence that
future taxable profit may not be available.
Therefore, when an entity has a history
of recent losses, the entity recognises a
deferred tax asset arising from unused
tax losses only to the extent that there is
convincing evidence that sufficient taxable
profit will be available against which the
unused tax losses can be utilised.
Foreign currencies
Company
Transactions in foreign currencies are
recorded at the rate ruling at the date of the
transaction. Monetary assets and liabilities
denominated in foreign currencies are
retranslated at the rate of exchange ruling at
the balance sheet date. All differences are
taken to the income statement.
Non-monetary assets and liabilities that
are measured in terms of historical cost in
a foreign currency are translated using the
exchange rate at the date of the transaction.
Non-monetary assets and liabilities
denominated in foreign currencies that are
stated at fair value are retranslated to the
functional currency at foreign exchange
rates ruling at the dates the fair value was
determined.
Group
On consolidation, the results of overseas
operations are translated into sterling at
rates approximating to those ruling when
the transactions took place. All assets
and liabilities of overseas operations are
translated at the rate ruling at the reporting
date. Exchange differences arising on
translating the opening net assets at
opening rate and the results of overseas
operations at actual rate are recognised in
other comprehensive income. On disposal
of a foreign operation, the cumulative
exchange differences recognised in other
comprehensive income relating to that
operation up to the date of disposal are
transferred to the consolidated income
statement as part of the profit or loss on
disposal.
Discontinued operations
A deferred tax asset for deductible
temporary differences is not recognised
A discontinued operation is a component
of the Group’s business that represents
a separate major line of business or
geographical area of operations or its
subsidiary acquired exclusively with a view to
resale, that has been disposed of, has been
abandoned or that meets the criteria to be
classified as held for sale.
Discontinued operations are presented in
the income statement as a single line which
comprises the post-tax profit or loss of the
discontinued operation and the post-tax gain
or loss recognised on the remeasurement to
fair value less costs to sell or on disposal of
the assets or disposal groups constituting
discontinued operations.
Segmental reporting
Operating segments are reported in a
manner consistent with the internal reporting
provided to the Chief Operating Decision
Maker. The Chief Operating Decision Maker
is the Group Board.
Intangible assets
Goodwill
Goodwill represents the excess of the cost
of acquisition of a business combination
over the Group’s share of the fair value
of identifiable net assets of the business
acquired.
After initial recognition, goodwill is stated
at cost less any accumulated impairment
losses. Goodwill is allocated to cash-
generating units and is not amortised but is
tested annually for impairment. In respect
of equity accounted investees, the carrying
amount of goodwill is included in the carrying
amount of the investment in the investee.
Gains and losses on disposal of a business
include the carrying amount of goodwill
relating to the business sold in determining
the gain or loss on disposal, except for
goodwill arising on business combinations
on or before 31 December 1997 which has
been deducted from shareholders’ equity
and remains indefinitely in shareholders’
equity.
Software
The carrying amount of software is its
cost less any accumulated amortisation
and provision for impairment. Software is
amortised on a straight-line basis over its
expected useful economic life of three to
seven years.
Property, plant and equipment
Property, plant and equipment are stated at
cost, net of depreciation and provision for
impairment.
Depreciation is provided on all property,
plant and equipment at rates calculated to
write off the cost less estimated residual
value of each asset on a straight-line basis
over its expected useful economic life, as
follows:
Leasehold improvements – The lesser of the
asset life and the remaining length of the
lease.
Office equipment – Between 3 and 5 years
The carrying value of property, plant and
equipment is reviewed for impairment if
events or changes in circumstances indicate
the carrying value may not be recoverable.
Impairment of non-financial assets
(excluding deferred tax assets)
An impairment loss is recognised for the
amount by which the asset’s carrying amount
exceeds its recoverable amount, the latter
being the higher of the fair value less costs
to sell associated with the cash generating
unit (CGU) and its value in use. Value in
use calculations are performed using cash
flow projections for the CGU to which the
goodwill relates, discounted at a pre-tax rate
which reflects the asset specific risks and the
time value of money.
Impairment losses are recognised in profit
or loss. Impairment losses recognised
in respect of CGUs are allocated first to
reduce the carrying amount of any goodwill
allocated to the units, and then to reduce the
carrying amounts of the other assets in the
unit (group of units) on a pro rata basis.
Goodwill is tested for impairment at each
reporting date. The carrying value of other
intangible assets and property, plant and
equipment is reviewed for impairment if
events or changes in circumstances indicate
the carrying value may not be recoverable.
For the purpose of impairment testing,
assets that cannot be tested individually are
grouped together into the smallest group
of assets that generates cash inflows from
continuing use that are largely independent
of the cash inflows of other assets or
groups of assets, being the cash generating
unit. The goodwill acquired in a business
combination, for the purpose of impairment
testing, is allocated to CGUs. Subject to
an operating segment ceiling test, for the
purposes of goodwill impairment testing,
CGUs to which goodwill has been allocated
are aggregated so that the level at which
impairment is tested reflects the lowest level
at which goodwill is monitored for internal
reporting purposes. Goodwill acquired in a
business combination is allocated to groups
of CGUs that are expected to benefit from
the synergies of the combination.
An impairment loss in respect of goodwill
is not reversed. In respect of other assets,
impairment losses recognised in prior
periods are assessed at each reporting
date for any indications that the loss
has decreased or no longer exists. An
impairment loss is reversed if there has
been a change in the estimates used to
determine the recoverable amount. An
impairment loss is reversed only to the extent
that the asset’s carrying amount does not
exceed the carrying amount that would have
been determined, net of depreciation or
amortisation, if no impairment loss had been
recognised.
Financial instruments
Financial assets and liabilities are
recognised when the Group becomes a
party to the contractual provisions of the
financial instrument. Financial assets are
derecognised when the contractual rights to
the cash flows expire or when substantially
all the risks and rewards are transferred. A
financial liability is derecognised when it
is extinguished, discharged, cancelled or
expires.
Except for trade receivables that do not
contain a significant financing component
and are measured at the transaction price in
accordance with IFRS 15, all financial assets
are initially measured at fair value adjusted
for transaction costs. Financial assets,
other than those designated and effective
as hedging instruments, are classified as
either amortised cost, fair value through
profit or loss (FVTPL) or fair value through
other comprehensive income (FVOCI). In
the periods presented, the Group has no
financial assets categorised as FVTPL or
FVOCI.
The Group’s financial assets include cash
and cash equivalents and trade and other
receivables. After initial recognition, these
are measured at amortised cost using the
effective interest method. All income and
expenses relating to financial assets that are
recognised in profit or loss are presented
within finance costs, except for impairment
of trade receivables which is presented
within operating expenses. Unless otherwise
indicated, the carrying amounts of the
Group’s financial assets are a reasonable
approximation of their fair values.
Impairment provisions are recognised
using the expected credit loss model.
Measurement of expected credit losses
is determined by a probability-weighted
estimate of credit losses over the expected
life of the financial instrument. The Group
makes use of a simplified approach for
trade and other receivables and contract
assets and records impairment as a lifetime
expected credit loss, being the expected
shortfalls in contractual cash flows,
considering the potential for default. The
Group uses its historical experience, external
indicators and forward-looking information to
calculate the expected credit losses.
Cash and cash equivalents in the statement
of financial position comprise cash at
bank and in hand, short term deposits
and other short term liquid investments.
In the statement of cash flows, cash and
cash equivalents comprise cash and cash
equivalents, net of bank overdrafts.
The Group’s financial liabilities include bank
borrowings, finance leases and trade and
other payables. Financial liabilities are initially
measured at fair value and subsequently
measured at amortised cost using the
effective interest method. All interest related
charges that are reported in profit and loss
are presented within net finance expenses.
In the periods presented, the Group has no
financial liabilities categorised as FVTPL.
Unless otherwise indicated, the carrying
amounts of the Group’s financial liabilities
are a reasonable approximation of their fair
values.
Amounts recoverable on contracts and
accrued income
Amounts recoverable on contracts which
are expected to benefit performance and
be recoverable over the life of the contracts
are recognised in the statement of financial
position within trade and other receivables
and charged to the income statement over
the life of the contract so as to match costs
with revenues.
Amounts recoverable on contracts are stated
at the net sales value of work done less
amounts received as progress payments
on account. Where progress payments
exceed the sales value of work done, they
are included in payables as payments in
advance.
Accrued income primarily arises where
temporary workers have provided their
services but approved timesheets are
outstanding. As such, the amount incurred
and margin earned thereon has yet to be
invoiced onto the client. In making an accrual
for time worked by contractors at the balance
sheet date, management make an estimate
74
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
75
of the time worked based on knowledge
of the contracts in place, the number of
working days outstanding and experience
adjustments from prior periods.
Leased assets
As described above, the Group has applied
IFRS 16 using the modified retrospective
approach and therefore comparative
information has not been restated. This
means comparative information is still
reported under IAS 17.
Accounting policy applicable from 1
January 2019
For any new contracts entered in to on or
after 1 January 2019, the Group considers
whether a contract is, or contains, a lease. A
lease is a contract that conveys the right to
use an asset for a period of time in exchange
for consideration. The Group leases various
office premises and some IT equipment. All
lease payments under the Group’s leases are
fixed rather than variable.
At the commencement of the lease, the
Group recognises a right-of-use asset and
a lease liability. The right-of-use asset is
measured at cost, comprising the initial
measurement of the lease liability, any
initial direct costs incurred, an estimate
of any restoration costs and any lease
payments made in advance of the lease
commencement date, net of any incentives
received. The lease liability is measured
at the present value of the minimum lease
payments discounted using the rate implicit
in the lease, or if that cannot be determined,
which is generally the case for the leases
in the Group, the Group’s incremental
borrowing rate is used. Lease payments to
be made under lease extensions are included
when the option to extend is reasonably
certain to be taken up. Subsequent to initial
measurement, the liability will be reduced for
payments made and increased for interest. It
is remeasured to reflect any reassessment or
modification.
Expected lives of right-of-use assets are
determined by reference to the lease term
and depreciated over the lease term on a
straight-line basis.
Accounting policy applicable before 1
January 2019
Rentals paid under operating leases are
charged to income on a straight-line basis
over the term of the lease. Lease incentives
received are recognised in the income
statement as an integral part of the total
lease expense.
Provisions
A provision is recognised when the Group
has a present legal or constructive obligation
as a result of a past event, that can be
reliably measured and it is probable that
an outflow of economic benefits will be
required to settle the obligation. Provisions
are determined by discounting the expected
future cash flows at a pre-tax rate that
reflects risks specific to the liability.
From time to time the Group faces the
potential of legal action in respect of
employment or other contracts. In such
situations, where it is probable that a
payment will be required to settle the action,
provision is made for the Group’s best
estimate of the outcome.
Where leasehold properties are surplus to
requirements, provisions are made for the
best estimates of the unavoidable net future
costs.
Provisions for dilapidation charges that
will crystallise at the end of the period of
occupancy are provided for in full on non-
serviced properties.
Pensions
The Group operates a small number of
retirement benefit schemes. With the
exception of the ‘Parity Retirement Benefit
Plan’, all of the schemes are defined
contribution plans and the assets are held
in separate, independently administered
funds. The Group’s contributions to defined
contribution plans are charged to the income
statement in the period to which the services
are rendered by the employees, and the
Group has no further obligation to pay further
amounts.
The ‘Parity Retirement Benefit Plan’ is a
defined benefit pension fund with assets
held separately from the Group. This fund
has been closed to new members since 1995
and with effect from 1 January 2005 was also
closed to future service accrual.
A defined benefit plan is a post-employment
benefit plan other than a defined contribution
plan. The Group’s net obligation in respect of
defined benefit pension plans is calculated
by estimating the amount of future benefit
that employees have earned in return for
their service in the current and prior periods;
that benefit is discounted to determine its
present value, and the fair value of any plan
assets at bid price, and any unrecognised
past service costs are deducted. The liability
discount rate is the yield at the balance sheet
date on AA credit rated bonds denominated
in the currency of, and having maturity dates
approximating to, the terms of the Group’s
obligations. The calculation is performed by
a qualified actuary using the projected unit
credit method. When the calculation results
in a benefit to the Group, the recognised
asset is limited to the present value of
benefits available in the form of any future
refunds from the plan, reductions in future
contributions to the plan or on settlement of
the plan and takes into account the adverse
effect of any minimum funding requirements.
Share capital
Financial instruments issued by the Group
are treated as equity only to the extent that
they meet the following two conditions:
(a) they include no contractual obligations
upon the company (or Group as the
case may be) to deliver cash or other
financial assets or to exchange financial
assets or financial liabilities with
another party under conditions that are
potentially unfavourable to the company
(or Group); and
(b) where the instrument will or may be
settled in the company’s own equity
instruments, it is either a non-derivative
that includes no obligation to deliver a
variable number of the company’s own
equity instruments or is a derivative
that will be settled by the company’s
exchanging a fixed amount of cash or
other financial assets for a fixed number
of its own equity instruments.
To the extent that this definition is not met,
the proceeds of issue are classified as a
financial liability. Where the instrument
so classified takes the legal form of the
company’s own shares, the amounts
presented in these financial statements for
called up share capital and share premium
account exclude amounts in relation to those
shares.
For the purposes of the disclosures given in
note 21, the Group considers its capital to
comprise its cash and cash equivalents, its
asset-based bank borrowings, and its equity
attributable to equity holders, comprising
issued capital, reserves and retained
earnings, as disclosed in the statement of
changes in equity.
Financial guarantee contracts
Where Group companies enter into financial
guarantee contracts and guarantee the
indebtedness of other companies within the
Group, the company considers these to be
insurance arrangements and accounts for
them as such. In this respect, the company
does not recognise liabilities under the
contracts until it becomes probable that any
Group company will be required to make a
payment under the guarantee.
Share-based payment transactions
Share-based payment arrangements in
which the Group and Company receives
goods or services as consideration for its
own equity instruments are accounted for
as equity-settled share-based payment
transactions, regardless of how the equity
instruments are obtained by the Group and
Company.
The grant date fair value of share-based
payment awards granted to employees is
recognised as an employee expense, with
a corresponding increase in equity, over
the period that the employees become
unconditionally entitled to the awards. The
fair value of the options granted is measured
using an option valuation model, taking into
account the terms and conditions upon
which the options were granted. The amount
recognised as an expense is adjusted to
reflect the actual number of awards for which
the related service and non-market vesting
conditions are expected to be met, such
that the amount ultimately recognised as an
expense is based on the number of awards
that do meet the related service and non-
market performance conditions at the vesting
date. For share-based payment awards
with non-vesting conditions, the grant date
fair value of the share-based payment is
measured to reflect such conditions and
there is no true-up for differences between
expected and actual outcomes.
Where the terms and conditions of
options are modified before they vest, the
increase in the fair value of the options,
measured immediately before and after the
modification, is also charged to the income
statement over the remaining vesting period.
Significant management judgements
in applying accounting policies and
estimation uncertainty
When preparing the financial statements,
management make a number of judgements,
estimates and assumptions about the
recognition and measurement of assets,
liabilities, income and expenses. The
following are the judgements made by
management in applying the accounting
policies of the Group and the estimates
that have the most significant effect on the
financial statements.
Significant management judgements
Recognition of deferred tax asset
No deferred tax asset has been recognised for
unused tax losses carried forward within Parity
Consultancy Services Limited as management
believes that their recovery is too uncertain. As
discussed in note 16, management’s review
concluded that given the company’s history of
relatively recent tax losses and the requirement
to provide convincing evidence that sufficient
taxable profit will be available, a deferred tax
asset would not be recognised for tax losses
carried forward. If it had been determined
that utilisation of the losses was more certain
then full or partial recognition of a deferred tax
asset would have taken place, in the range of
£0-£0.7m.
Revenue recognition
The main area of judgement in revenue
recognition relate to the determination of
whether the Group acts as principal or agent in
its contractual arrangements for the provision
of temporary workers to customers. The
factors considered by management to result in
recognition of revenue as principal include that
the Group:
• has a direct relationship with the worker and
is responsible for paying the worker;
• has the primary responsibility for organising
the service engagements and fulfilling the
promise to supply a worker to a customer;
and
• the Group has control over the supply of the
worker.
Estimation uncertainty
Retirement benefit liability
The costs, assets and liabilities of the defined
benefit scheme operated by the Group
are determined using methods relying on
actuarial estimates and assumptions. Details
of the key assumptions and sensitivities on
those assumptions are set out in note 23.
The Group takes advice from independent
actuaries relating to the appropriateness of
the assumptions. Changes in the assumptions
used may have a material effect on the income
statement and the statement of financial
position within the next year.
Investments in subsidiaries
The Company reviews its investment in
subsidiaries to test for impairment. The
recoverable amounts are determined using
discounted future cash flows of the relevant
subsidiaries. In performing these tests,
assumptions are made in respect of future
growth rates and the discount rate to be
applied to the future cash flows, as set out in
note 28. Changes in the assumptions used
may have a material effect on the income
statement and statement of financial position
within the next year.
Goodwill impairment
The Group is required to test annually whether
goodwill is impaired. Details of the key
assumptions are set out in note 12. Although
management have assessed that changes
in key assumptions are unlikely to cause a
material effect in the carrying value of goodwill
within the next year given the level of headroom
at the balance sheet date, estimates of future
cash flows and discount rates could change in
the longer term such that an impairment arises.
Alternative performance measures
The Group uses the alternative performance
measure of adjusted profit before tax to report
its results. This is defined as profit before tax
and non-recurring items and reconciles to the
loss for the year as follows:
Adjusted profit
before tax
Non-recurring items
Tax (charge)/credit
(Loss)/profit for the
year from continuing
operations
2019
£’000
2018
£’000
115
853
(1,172)
(495)
(25)
63
(1,082)
421
2 Segmental information
Factors that management used to identify
the Group’s reporting segments
In accordance with IFRS 8 ‘Operating
Segments’ the Group’s management structure,
and the reporting of financial information to the
Chief Operating Decision Maker (the Group
Board), have been used as the basis to define
reporting segments.
Description of the types of services from
which each reportable segment derives its
revenues
During the period, the Group initiated a
strategic reorganisation such that reporting
of financial information to the Chief Operating
Decision Maker (the Group Board) by operating
segments changed. In 2019 the Group derived
revenue from two operating segments, being
Recruitment (previously Parity Professionals)
and Consultancy (previously Parity
Consultancy Services). These service lines are
supported by a single sales, marketing and
back office function. Accordingly, internal
76
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Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
77
overheads are not allocated to service lines. In
accordance with IFRS 8 ‘Operating Segments’,
segmental information from prior periods has
been restated.
The Group’s operating segments are defined
as follows:
• Recruitment – targeted recruitment of
temporary and permanent professionals
to support IT and business change
programmes. Recruitment provides 91%
(2018: 90%) of the continuing Group’s
revenues.
• Consultancy – business and IT consultancy
services focusing on the provision of
data solutions and delivery of IT projects.
Consultancy provides 9% (2018: 10%) of the
continuing Group’s revenues.
The internal financial information prepared for
the Group Board includes external contribution
at a segmental level, and the Group Board
allocates resources on the basis of this
information.
Segment external contribution, defined as
gross revenue less contractor and sub-
contracted direct costs, profit before tax, and
assets and liabilities are internally reported at a
Group level.
Selling and administrative expenses include
sales and delivery costs plus central costs and
salaries of Directors and support staff. These
are not allocated to reporting segments for
internal reporting purposes.
Measurement of operating segment
contribution
The accounting policies of the operating
segments are the same as those described in
the summary of significant accounting policies.
The Group evaluates performance on the basis
of results before tax and non-recurring items,
such as restructuring costs.
Inter-segment sales are priced on the same
basis as sales to external customers, with
a discount applied to encourage the use of
Group resources at a rate acceptable to the tax
authorities. Inter-segment revenue in the year
is a result of Recruitment selling IT recruitment
services to Consultancy. These amounts are
eliminated in the segmental reporting below.
3 Revenue
All of the Group’s revenue derives from contracts with customers. Trade receivables, amounts recoverable on contracts and accrued income
as presented in note 17 arise from contracts with customers. Changes to the Group’s contract assets are attributable solely to the satisfaction
of performance obligations.
The Group’s revenue from external customers disaggregated by pattern of revenue recognition is as follows:
Continuing operations
Services transferred over time
Services transferred at a point in time
Revenue from external customers
Recruitment
2019
£’000
Consultancy
2019
£’000
Recruitment
2018
£’000
Consultancy
2018
£’000
73,162
386
73,548
6,861
-
6,861
76,978
638
77,616
8,496
-
8,496
Recruitment 2019
£’000
Consultancy 2019
£’000
Total 2019
£’000
The Group’s revenue from external customers disaggregated by primary geographical market is as follows:
Continuing operations
UK
Rest of EU
Revenue from external customers
Recruitment
2019
£’000
Consultancy
2019
£’000
Recruitment
2018
£’000
Consultancy
2018
£’000
71,143
2,405
73,548
6,861
-
6,861
76,033
1,583
77,616
8,496
-
8,496
72% (2018: 72%) or £53.2m (2018: £56.0m) of Recruitment revenue from external customers was generated in the public sector. 80% (2018: 83%)
or £5.5m (2018: £7.0m) of Consultancy revenue was generated in the public sector.
The largest single customer in Recruitment contributed revenue of 19% or £14.6m and was in the public sector (2018: 14% or £11.7m and in
the public sector). The largest single customer in Consultancy contributed revenue of 70% or £4.8m and was in the public sector (2018: 64% or
£5.4m and in the public sector).
Gross revenue from external customers
Contractor costs
Net revenue
Sub-contracted direct costs
External contribution
Selling and administrative expenses
Depreciation and amortisation
Share-based payment
Operating profit before non-recurring items
Finance costs
Adjusted profit before tax
Non-recurring items
Loss before tax
Continuing operations
Gross revenue from external customers
Contractor costs
Net revenue
Sub-contracted direct costs
External contribution
Selling and administrative expenses
Depreciation and amortisation
Share-based payment
Operating profit before non-recurring items
Finance costs
Adjusted profit before tax
Non-recurring items
Profit before tax
All segment assets and liabilities are based in the UK.
73,548
(66,793)
6,755
-
6,755
6,861
-
6,861
(5,514)
1,347
80,409
(66,793)
13,616
(5,514)
8,102
(6,687)
(806)
(162)
447
(332)
115
(1,172)
(1,057)
Recruitment 2018
(Restated)
£’000
Consultancy 2018
(Restated)
£’000
Total 2018
(Restated)
£’000
77,616
(69,935)
7,681
-
7,681
8,496
-
8,496
(6,500)
1,996
86,112
(69,935)
16,177
(6,500)
9,677
(8,136)
(194)
(129)
1,218
(365)
853
(495)
358
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Parity annual report and accounts 2019
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Accounts, notes and other information
79
4 Operating expenses
Continuing operations
Employee benefit costs
- wages and salaries
- social security costs
- other pension costs
Depreciation, amortisation and impairment
Amortisation of intangible assets - software
Depreciation of leased property, plant and equipment
Depreciation of owned property, plant and equipment
Depreciation of right-of-use assets
Impairment of right-of-use assets
All other operating expenses
Contractor costs
Sub-contracted direct costs
Operating lease rentals
– plant and machinery
– land and buildings
Other occupancy costs
IT costs
Net exchange loss/(gain)
Equity settled share-based payment charge
Other operating costs
Total operating expenses
Consolidated
2018
£’000
5,478
623
174
6,275
155
11
28
-
-
194
2019
£’000
5,008
576
159
5,743
52
7
49
698
142
948
72,031
271
-
-
170
317
13
162
1,479
74,443
81,134
5 Non-recurring items
Continuing operations
Restructuring
- Costs related to employees
- Costs related to premises
- Other costs
Legal costs
Past service cost for defined benefit pension scheme
Receipt from previously impaired receivable
2019
£’000
940
230
68
-
-
(66)
1,172
2018
£’000
318
-
122
35
20
-
495
Non-recurring items during 2019 included:
• Costs related to the restructuring of the Group, following its new strategic direction under a new CEO and in reaction to the loss of a
significant contract within the tightening recruitment market. Costs include employee termination payments and fees for professional
services
76,067
planned lease end dates in order to secure office space at premises more appropriate for the restructured business
• Impairment of right-of-use assets and provisions for other property costs following the decision to vacate two office premises ahead of their
363
8
661
156
326
(6)
129
1,216
78,920
85,389
• Receipt of a cash amount in respect of a previously impaired receivable, related to the Inition business that was sold in 2018
Non-recurring items during 2018 included:
• Costs related to restructuring of Parity Consultancy Services to align to the Group’s strategy of focusing on the data consultancy market.
Costs include employee termination payments, fees for professional services and costs of changes in management structure
• Legal costs for professional services fees in respect of one-off cases with no significant further related costs anticipated
• Past service cost for the Group’s defined benefit pension scheme in respect of GMP equalisation as discussed in note 23
The restructurings that took place in 2018 and 2019 are distinct events. In 2018, restructuring focused solely on the realignment of Parity
Consultancy Services, however the restructuring in 2019 was a separate and more significant Group-wide exercise, based on following the
Group’s new strategic direction and the right-sizing of the business required following the loss of a significant contract.
Disclosures relating to the remuneration of Directors are set out on page 39.
6 Average staff numbers
During the year the Group obtained the following services from the Group’s auditors:
Consolidated
Audit of the Group, Company and subsidiary financial statements
Tax compliance
Other services
Total fees
Grant Thornton UK LLP
2019
£’000
65
16
16
81
2018
£’000
65
14
14
79
Continuing operations
Recruitment – United Kingdom1
Consultancy – United Kingdom, including corporate office2
Discontinued operations
Consultancy3
1 Includes 18 (2018: 20) employees providing shared services across the Group
2 Includes 4 (2018: 4) employees of the Company
3 2018 average for 4 months
All other services have been performed in the UK.
At 31 December 2019, the Group had 57 continuing employees (2018: 101).
2019
Number
2018
Number
60
16
76
-
86
23
109
15
80
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Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
81
7 Finance costs
9 Share-based payments (continued)
Finance costs
Interest expense on financial liabilities
Interest expense on lease liabilities
Net finance costs in respect of post-retirement benefits
2019
£’000
131
24
177
332
2018
£’000
181
-
184
365
Of the total number of options outstanding at the end of the year 3,190,000 (2018: 1,085,000) had vested and were exercisable at the end of the
year. The weighted average exercise price of those options was 10 pence (2018: 13 pence).
No options were exercised during the year (2018: 500,000 at an average exercise price of 9 pence).
3,750,000 options were granted during the year (2018: 6,371,240) at a weighted average fair value of 3 pence (2018: 6 pence).
The following information is relevant in determining the fair value of options granted during the year under equity–settled share-based
remuneration schemes operated by the Group. There are no cash-settled schemes.
The interest expense on financial liabilities represents interest paid on the Group’s asset-based financing facilities. A 1% increase in the base
rate would have increased annual borrowing costs by approximately £26,000 (2018: £37,000).
8 Discontinued operations
In April 2018 the Group sold Inition Limited following the strategic decision made to place greater focus on the Group’s core business. As such,
Inition Limited’s operating result for the comparative year, including the loss on disposal and the impairment of goodwill associated with the
Inition cash generating unit, is presented as discontinued.
9 Share-based payments
The Group operates several share-based reward schemes for employees:
• HMRC approved schemes for Executive Directors and senior staff;
• an unapproved scheme for Executive Directors and senior staff; and
• a Save As You Earn Scheme for all employees.
Under the approved and unapproved schemes, options vest if the share price averages a target price for 5 consecutive days over a three-year
period from the date of grant. Options lapse if the individual leaves the Group, except under certain circumstances such as leaving by reason
of redundancy, when the options lapse 12 months after the leaving date.
Save As You Earn options lapse if not exercised within six months after the vesting date. They are also subject to continued employment within
the Group.
All employee options have a maximum term of ten years from the date of grant. The total share-based remuneration recognised in the income
statement was £162,000 (2018: £129,000). Share-based remuneration relating to key management personnel is disclosed in note 26.
Outstanding at beginning of the year
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at the end of the year
2019
Weighted
average exercise
price (p)
11
8
-
11
10
2018
Weighted
average exercise
price (p)
11
12
9
17
11
2019
Number
9,619,440
3,750,000
-
(2,212,400)
11,157,040
2018
Number
4,555,000
6,371,240
(500,000)
(806,800)
9,619,440
The exercise price of options outstanding at the end of the year and their weighted average contractual life fell within the following ranges:
2019
Exercise price (p)
2019
Weighted average
contractual life (years)
7-11
11-17
17-28
8
8
3
2018
Exercise price (p)
2018
Weighted average
contractual life (years)
7-11
11-17
17-28
7
9
4
2019
Number
7,292,040
3,600,000
265,000
11,157,040
2018
Number
5,234,440
4,100,000
285,000
9,619,440
Option valuation model
Weighted average share price at grant date (p)
Weighted average exercise price (p)
Weighted average contractual life (years)
Weighted average expected life (years)
Expected volatility
Weighted average risk-free rate
Expected dividend growth rate
2019
Stochastic
2018
2018
Stochastic Black-Scholes
8
8
10
5
13
13
10
5
47.1-50.2%
47.0-51.7%
0.77%
0%
1.18%
0%
14
10
10
3
47.5%
0.93%
0%
The volatility assumption is calculated as the historic volatility of the share price over a 3 and 5 year period prior to grant date.
Share options issued to defined benefit pension scheme
In December 2010 the Group issued 1,000,000 share options in Parity Group plc to the pension scheme at an exercise price of 9 pence per
share. These options may be exercised at the discretion of the Trustees; they vested on grant and have no expiry date. Any gain on exercise is
to be used to reduce the scheme deficit. These options were valued using the stochastic method. The share price on the grant date was 15.75
pence. Whilst the options do not have an expiry date, for valuation purposes it is assumed that the expected life of the options is 8 years. The
expected volatility is 64.2% and the average risk-free rate assumed was 3.4%.
10 Taxation
Current tax
Current tax on profit for the year
Total current tax expense
Deferred tax
Accelerated capital allowances
Origination and reversal of other temporary differences
Adjustments in respect of prior periods
Total deferred tax charge/(credit)
Tax charge/(credit) on continuing operations
2019
£’000
-
-
(12)
(20)
57
25
25
2018
£’000
-
-
15
72
(150)
(63)
(63)
The tax credit on continuing operations in 2018 excludes the tax credit from discontinued operations of £173,000, comprising a current tax
credit of £173,000 and a deferred tax expense of £nil. This has been included in loss from discontinued operations after tax.
The adjustment in respect of prior periods of £57,000 (2018: credit of £150,000) largely relates to decisions to claim or disclaim capital
allowances.
There is no current tax payable by the Group for 2019 (2018: £nil).
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Accounts, notes and other information
83
10 Taxation (continued)
11 Earnings per ordinary share
The Group’s profits for this accounting period are subject to tax at a rate of 19% (2018: 19%). A reduction to 17% effective 1 April 2020 was
substantively enacted on 15 September 2016. As such, the tax rate of 17% (2018: 17%) has been applied in calculating the UK deferred tax
position of the Group.
The reasons for the difference between the actual tax credit for the year and the standard rate of corporation tax in the UK applied to profit for
the year are as follows:
(Loss)/profit before tax from continuing operations
Expected tax (credit)/charge based on the standard rate of UK
corporation tax of 19% (2018: 19%)
Expenses not allowable for tax purposes
Adjustments in respect of prior periods
Tax losses not recognised
Other
Tax charge/(credit) on continuing operations
Tax on each component of other comprehensive income is as follows:
2019
£’000
(1,057)
(201)
69
57
91
9
25
2018
£’000
358
68
29
(150)
-
(10)
(63)
Exchange differences on translation of foreign operations
Remeasurement of defined benefit pension scheme
2019
2018
Before tax
£’000
-
931
931
Tax
£’000
-
(158)
(158)
After
tax
£’000
-
773
773
Before
tax
£’000
(3)
(1,005)
(1,008)
Tax
£’000
-
171
171
After
tax
£’000
(3)
(834)
(837)
Basic earnings per share is calculated by dividing the basic earnings for the year by the weighted average number of fully paid ordinary shares
in issue during the year.
Diluted earnings per share is calculated on the same basis as the basic earnings per share with a further adjustment to the weighted average
number of fully paid ordinary shares to reflect the effect of all dilutive potential ordinary shares.
Weighted
average
number of
shares
2019
‘000
Loss
2019
£’000
Loss
per share
2019
Pence
Earnings/
(loss)
2018
£’000
Weighted
average
number of
shares
2018
‘000
Earnings/
(loss)
per share
2018
Pence
Continuing operations
Basic
Effect of dilutive options
Diluted
Discontinued operations
Basic
Effect of dilutive options
Diluted
(1,082)
102,624
-
-
(1,082)
102,624
(1.05)
-
(1.05)
421
-
421
102,464
1,126
103,590
-
-
-
-
-
-
-
-
-
(381)
102,464
-
-
(381)
102,464
Continuing and discontinued operations
Basic
Effect of dilutive options
Diluted
(1,082)
102,624
-
-
(1,082)
102,624
(1.05)
-
(1.05)
40
-
40
102,464
1,126
103,590
As at 31 December 2019 the number of ordinary shares in issue was 102,624,020 (2018: 102,624,020).
0.41
-
0.41
(0.37)
-
(0.37)
0.04
-
0.04
12 Goodwill
The carrying amount of goodwill is allocated to the Group’s two separate continuing cash generating units (CGUs), being Recruitment and
Consultancy.
Carrying amounts are as follows:
Carrying value
Balance at 1 January 2018 and 31 December 2018
Balance at 1 January 2019 and 31 December 2019
Recruitment
£’000
Consultancy
£’000
2,642
2,642
1,952
1,952
Total
£’000
4,594
4,594
Goodwill was tested for impairment in accordance with IAS 36 at the year end and no impairment charge was recognised. Impairment
calculations include the effect of changes following the application of IFRS 16.
The recoverable amounts of the CGUs are based on value in use calculations using the pre-tax cash flows based on budgets approved by
management for 2020. Years from 2021 to 2023 are based on the budget for 2020 projected forward at expected growth rates. Years from
2024 onward assume no further growth. This approach is considered prudent based on current expectations of the 2020 long-term growth
rate.
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Accounts, notes and other information
85
12 Goodwill (continued)
Major assumptions are as follows:
2019
Discount rate
Forecast revenue growth (years 1 to 4)
Operating margin 2020
Operating margin 2021 onward
2018
Discount rate
Forecast revenue growth (years 1 to 4)
Operating margin 2019
Operating margin 2020 onward
Discount rates are based on the Group’s
weighted average cost of capital adjusted for
the specific risks of each cash generating unit.
Forecast revenue growth is expressed as the
compound growth rate over the next 4 years
from 2020 to 2023. Growth for the Recruitment
CGU is based upon the long-term growth
rate for the UK economy. Growth for the
Consultancy CGU is assumed to be higher
than the long-term growth rate due to the
following factors:
13 Other intangible assets
Recruitment %
Consultancy %
13.0
2.0
2.4
2.5-2.8
13.0
2.0
1.9
2.0-2.3
12.5
10.0
8.5
8.9-9.9
11.5
10.0
6.1
7.8-10.5
• The CGU is the focal point of the Group’s
strategy and growth plans;
• The CGU is relatively small so higher rates of
growth are achievable from a smaller base;
For all CGUs the rates are based on past
experience of growth in revenues and future
expectations of economic conditions.
Operating margins are based on past
experience.
• The business has invested in new senior
hires and new marketing and branding to
focus on consultancy opportunities; and
• New client wins in 2019 and contract
extensions help to underwrite the growth
forecasts.
A 10% change in any of the underlying
assumptions used in the discounted cash flow
forecasts would not lead to the carrying value
of goodwill being in excess of their recoverable
amounts.
Consolidated
Cost
At 1 January
Additions
Disposals
At 31 December
Accumulated amortisation
At 1 January
Charge for the year
Disposals
At 31 December
Net book amount
The Company does not hold any intangible assets.
Software
Intellectual property
Total
2019
£’000
2018
£’000
2019
£’000
2018
£’000
2019
£’000
2018
£’000
440
-
(32)
408
354
52
(30)
376
32
1,088
14
(662)
440
861
155
(662)
354
86
109
-
(109)
-
109
-
(109)
-
-
109
-
-
109
109
-
-
109
-
549
-
(141)
408
463
52
(139)
376
32
1,197
14
(662)
549
970
155
(662)
463
86
14 Property, plant and equipment
Consolidated
Cost
Balance at 1 January 2018
Additions
Disposals
Balance at 31 December 2018 and 1 January 2019
Additions
Disposals
Balance at 31 December 2019
Accumulated depreciation
Balance at 1 January 2018
Depreciation charge for the year
Disposals
Balance at 31 December 2018 and 1 January 2019
Depreciation charge for the year
Disposals
Balance at 31 December 2019
Net book value
At 1 January 2018
At 31 December 2018 and 1 January 2019
At 31 December 2019
Company
Cost
Balance at 1 January 2018
Balance at 31 December 2018 and 1 January 2019
Disposals
Balance at 31 December 2019
Accumulated depreciation
Balance at 1 January 2018
Balance at 31 December 2018 and 1 January 2019
Disposals
Balance at 31 December 2019
Net book value
At 1 January 2018
Neither the Group nor the Company had any additional capital commitments for the purchase of intangible assets as at the balance sheet date.
At 31 December 2018 and 1 January 2019
At 31 December 2019
Leasehold
improvements
£’000
Office
equipment
£’000
16
-
(14)
2
-
(2)
-
16
-
(14)
2
-
(2)
-
-
-
-
1,141
30
(959)
212
44
(52)
204
1,063
39
(959)
143
56
(38)
161
78
69
43
Leasehold
improvements
£’000
Office
equipment
£’000
1
1
(1)
-
1
1
(1)
-
-
-
-
3
3
(3)
-
3
3
(3)
-
-
-
-
Total
£’000
1,157
30
(973)
214
44
(54)
204
1,079
39
(973)
145
56
(40)
161
78
69
43
Total
£’000
4
4
(4)
-
4
4
(4)
-
-
-
-
As at 31 December 2019, neither the Group nor the Company had any capital commitments contracted for but not provided for the purchase
of tangible assets (2018: £nil).
86
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
87
15 Leases
16 Deferred taxation
The Group has leases for its main office premises and some IT equipment. Each lease is reflected on the balance sheet as a right-of-use asset
and a lease liability. The statement of financial position includes the following amounts in relation to leases where the Group is a lessee:
Right-of-use assets
Buildings
IT equipment
Lease liabilities
Current
Non-current
* On adoption of IFRS 16
31 December
2019
£’000
1 January
2019*
£’000
392
3
395
325
173
498
1,052
11
1,063
677
380
1,057
At 1 January
Recognised in other comprehensive income
Remeasurement of defined benefit pension scheme
Recognised in the income statement
Adjustments in relation to prior periods
Capital allowances in excess of depreciation
Other short-term timing differences
At 31 December
The deferred tax asset of £970,000 (2018: £1,153,000) comprises:
Depreciation in excess of capital allowances
Other short-term timing differences
Retirement benefit liability
Consolidated
2019
£’000
1,153
(158)
(57)
12
20
970
2018
£’000
919
171
150
(15)
(72)
1,153
Consolidated
2019
£’000
775
43
152
970
2018
£’000
820
3
330
1,153
In the previous year, the Group only recognised lease assets and liabilities in relation to leases that were classified as finance leases under IAS
17. The assets were presented in property, plant and equipment and the liabilities were presented in loans and borrowings. For adjustments
recognised on adoption of IFRS 16 on 1 January 2019, refer to page 70.
Additions to right-of-use assets during the year were £172,000. The total cash outflow for lease liabilities during the year was £764,000.
Amounts recognised in profit or loss in respect of the above leases are as follows:
Depreciation charge on right-of-use assets
– Buildings
– IT equipment
Impairment charge on right-of-use-assets
– Buildings
Total depreciation and impairment charge on right-of-use assets
Interest expense included in finance costs
Future minimum lease payments at 31 December 2019 were as follows:
Less than one year
Between one and two years
Between two and three years
Between three and four years
2019
£’000
2018
£’000
690
8
142
840
24
Interest
2019
£’000
(8)
(4)
(2)
-
(14)
-
-
-
-
-
Present
value
2019
£’000
325
86
57
30
498
Minimum
payments
2019
£’000
333
90
59
30
512
At 31 December 2019, the Group was committed to £506,000 of future lease payments in respect of leases not yet commenced.
A deferred tax asset for deductible
temporary differences is not recognised
unless it is more likely than not that there will
be taxable profits in the foreseeable future
against which the deferred tax asset can
be utilised. At the balance sheet date, the
Directors assessed the probability of future
taxable profits being available against which
Parity Consultancy Services Limited could
recognise a deferred tax asset for previously
unrecognised deductible temporary
differences. The review concluded that it
is probable that future taxable profits will
be available. As such, the Directors have
recognised a deferred tax asset for all
deductible temporary differences available to
Parity Consultancy Services Limited.
A deferred tax asset for unused tax losses
carried forward is normally recognised on
the same basis as for deductible temporary
differences. However, the existence of
the unused tax losses is itself strong
evidence that future taxable profit may not
be available. Therefore, when an entity
has a history of recent losses, the entity
recognises a deferred tax asset arising from
unused tax losses only to the extent that
there is convincing evidence that sufficient
taxable profit will be available against which
the unused tax losses can be utilised.
At the balance sheet date, the Directors
considered recognising a deferred tax asset
for previously unrecognised unused tax
losses carried forward by Parity Consultancy
Services Limited. The review concluded that
given the company’s history of relatively
recent tax losses and the additional
requirement of providing convincing
evidence that sufficient taxable profit will
be available, a prudent approach would
be taken and deferred tax would remain
unrecognised for tax losses carried forward
by the company.
The Directors believe that the deferred tax
asset recognised is recoverable based on
the future earning potential of the Group and
the individual subsidiaries. The forecasts
for Parity Professionals Limited comfortably
support the unwinding of the deferred tax
asset held by this company of £378,000
(2018: £404,000) and the forecasts for Parity
Consultancy Services Limited comfortably
support the unwinding of the deferred tax
asset held by this company of £592,000
(2018: £749,000).
The deferred tax assets at 31 December
2019 and 2018 have been calculated on the
rate of 17% substantively enacted at the
balance sheet date.
88
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
89
16 Deferred taxation (continued)
The movements in deferred tax assets during the period are shown below:
Depreciation in excess of capital allowances
Other short-term timing differences
Retirement benefit liability
At 31 December 2019
Depreciation in excess of capital allowances
Other short-term timing differences
Retirement benefit liability
At 31 December 2018
(Charge)/credit
to income
statement
2019
£’000
Charge to other
comprehensive
income
2019
£’000
(45)
40
(20)
(25)
-
-
(158)
(158)
(Charge)/credit
to income
statement
2018
£’000
Credit to other
comprehensive
income
2018
£’000
135
(51)
(21)
63
-
-
171
171
Asset
2019
£’000
775
43
152
970
Asset
2018
£’000
820
3
330
1,153
The Group has unrecognised carried forward tax losses of £30,599,000 (2018: £30,187,000). The Group has unrecognised capital losses
carried forward of £282,441,000 (2018: £282,068,000). These losses may be carried forward indefinitely.
17 Trade and other receivables (continued)
The fair values of trade and other receivables are not considered to differ from the values set out above.
£2,624,000 (2018: £6,455,000) of the Group’s trade receivables and £3,882,000 (2018: £4,674,000) of the total of the Group’s accrued income
and amounts recoverable on contracts, are pledged as collateral for the asset-based borrowings. These borrowings fluctuate daily and at 31
December 2019 totalled £2,719,000 (2018: £6,911,000).
The Group records impairment losses on its trade receivables separately from gross receivables. Factors considered in making provisions for
receivables include the ability of the customer to settle the debt, the age of the debt and any other circumstance particular to the transaction
that may impact recoverability.
The balance of impaired losses for the continuing Group at 31 December 2019 was £nil (2018: £nil). All debts at 31 December 2019 are
considered to be recoverable.
The Company holds interest-bearing loan agreements with some of its subsidiary undertakings. Interest on all loans is charged at 2.0% above
the prevailing Bank of England base rate. The Company’s receivables due from subsidiary undertakings were reviewed for impairment at the
balance sheet date based on the performance of 2019 and on subsequent years’ forecast projections. A discounted future cash flow method
was employed for the review. As a result of this review, no provision was deemed necessary. The assessment was performed on a value in
use basis using discount rates of between 12.5% and 13.0% (2018: between 11.5% and 13.0%) and the other parameters used in the goodwill
impairment review, as outlined in note 12.
As at 31 December 2019 trade receivables of £322,000 (2018: £1,155,000) were past due but not impaired. These relate to customers where
there is no evidence of unwillingness or of an inability to settle the debt. The ageing of Group trade receivables is as follows:
Not past due
31-60 days and past due
61-90 days
>90 days
Total
Gross
£’000
2,302
260
38
24
2,624
2019
Impaired
£’000
-
-
-
-
-
Total
£’000
2,302
260
38
24
2,624
Gross
£’000
5,300
820
288
47
6,455
2018
Impaired
£’000
-
-
-
-
-
Total
£’000
5,300
820
288
47
6,455
The Company has unrecognised carried forward tax losses of £25,391,000 (2018: £24,979,000). The Company has unrecognised capital
losses carried forward of £281,875,000 (2018: £281,875,000). These losses may be carried forward indefinitely
The Company had no provisions for trade receivables, as it has no trade receivables. Other receivables in the Group and the Company were
not past due and not impaired.
17 Trade and other receivables
Amounts falling due within one year:
Trade receivables
Accrued income
Amounts recoverable on contracts
Amounts owed by subsidiary undertakings
Other receivables
Prepayments
Amounts falling due after one year:
Amounts owed by subsidiary undertakings
Total
Consolidated
Company
2019
£’000
2,624
1,387
2,495
-
46
187
6,739
-
6,739
2018
£’000
6,455
3,265
1,994
-
27
277
12,018
-
12,018
2019
£’000
-
-
-
2,129
-
1
2,130
2018
£’000
-
-
-
2,302
-
2
2,304
131,946
134,076
123,510
125,814
18 Loans & borrowings
Current
Bank and other borrowings due within one year or on demand:
Asset-based financing facility
Finance lease liabilities under IAS 17
Changes in liabilities from financing activities
Balance at 1 January 2019
Repayment of borrowings
Payment of finance lease liabilities
Balance at 31 December 2019
Further details of the Group’s banking facilities are given in note 21.
Consolidated
2019
£’000
2,719
-
2,719
2018
£’000
6,911
8
6,919
Loans and
borrowings
£000
Finance lease
liabilities under
IAS 17
£000
6,911
(4,192)
-
2,719
8
-
(8)
-
90
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
91
19 Trade and other payables
21 Financial instruments – risk management
Amounts falling due within one year:
Payments in advance
Trade payables
Amounts due to subsidiary undertakings
Other tax and social security payables
Other payables and accruals
Amounts falling due after one year:
Amounts due to subsidiary undertakings
Total
20 Provisions
Consolidated
At 1 January 2019
Used in year
Reversed in year
Created in year
At 31 December 2019
Due within one year
Due after one year
Total
Consolidated
2019
£’000
134
3,972
-
860
1,046
6,012
-
6,012
2018
£’000
30
5,919
-
1,486
826
8,261
-
8,261
Company
2019
£’000
-
-
14,197
22
138
14,357
2018
£’000
-
1
12,796
23
97
12,917
129,530
143,887
123,113
136,030
Leasehold
dilapidations
£’000
Restructuring
£’000
Total
£’000
20
-
-
1
21
-
21
21
43
(29)
(14)
324
324
324
-
324
63
(29)
(14)
325
345
324
21
345
The Company had no provisions at 31 December 2019 (2018: £nil).
Leasehold dilapidations
Leasehold dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance
with the lease terms. Dilapidation charges that will crystallise at the end of the period of occupancy are provided for in full on all non-serviced
properties. Based on current lease expiry dates it is estimated these provisions will be settled over a period of three to five years. The main
uncertainty relates to the estimation of the costs that will be incurred at the end of the lease.
Restructuring
Restructuring costs relate to estimated amounts to be settled in relation to the restructuring of the Group, including costs relating to employee
terminations and vacant office costs not included within impairments to right-of-use assets. These provisions are expected to be settled within
one year. The main uncertainty relates to the estimation of costs that will be incurred
The Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and
processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is
presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks and the methods used to measure them from
previous periods unless otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are trade receivables, cash and cash
equivalents, trade and other payables and bank borrowings.
A summary by category of the financial instruments held by the Group is provided below:
Consolidated
As at 31 December 2019
Financial assets
Net cash and cash equivalents
Trade and other short term receivables
Financial liabilities
Asset-based financing facility
Lease liabilities
Trade and other short term payables
As at 31 December 2018
Financial assets
Net cash and cash equivalents
Trade and other short term receivables
Financial liabilities
Asset-based financing facility
Lease liabilities
Trade and other short term payables
Amortised
cost
£’000
4,116
6,552
10,668
2,719
498
5,878
9,095
5,829
11,741
17,570
6,911
8
8,231
15,150
Total
£’000
4,116
6,552
10,668
2,719
498
5,878
9,095
5,829
11,741
17,570
6,911
8
8,231
15,150
92
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
93
21 Financial instruments – risk management (continued)
21 Financial instruments – risk management (continued)
A summary by category of the financial instruments held by the Company is provided below:
Company
As at 31 December 2019
Financial assets
Non-current trade and other receivables
Net cash and cash equivalents
Trade and other short term receivables
Financial liabilities
Non-current trade and other payables
Trade and other short term payables
As at 31 December 2018
Financial assets
Non-current trade and other receivables
Net cash and cash equivalents
Trade and other short term receivables
Financial liabilities
Non-current trade and other payables
Trade and other short term payables
Amortised cost
£’000
Total
£’000
131,946
131,946
117
2,129
117
2,129
134,192
134,192
129,530
14,357
143,887
129,530
14,357
143,887
123,510
123,510
387
2,302
387
2,302
126,199
126,199
123,113
12,917
136,030
123,113
12,917
136,030
Non-current amounts due to subsidiary undertakings have no specific repayment terms but are subject to notice periods of at least one year.
Fair values of financial instruments
The fair values of all of the Group’s and the Company’s financial instruments are the same as their carrying values.
General objectives, policies and processes – risk management
The Group is exposed through its operations to the following financial instrument risks: credit risk; liquidity risk; interest rate risk; and foreign
currency risk.
The policy for managing these risks is set by the Board following recommendations from the Finance Director. Certain risks are managed
centrally, while others are managed locally following guidelines communicated from the centre. The overall objective of the Board is to set
policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. The policy for each of
the above risks is described in more detail below.
Credit risk
Credit risk arises from the Group’s trade and other receivables. It is the risk that the counterparty fails to discharge their obligation in respect
of the instrument.
The Group is mainly exposed to credit risk from credit sales. It is Group policy to assess the credit risk of new customers before entering
contracts. Such credit ratings are then factored into the credit assessment process to determine the appropriate credit limit for each customer.
The Group does not collect collateral to mitigate credit risk.
The Group operates primarily in the UK with 97% of generated revenues from the UK (2017: 98%). Approximately 73% (2018: 73%) of the
Group’s turnover is derived from the public sector. The largest customer balance represents 17% (2018: 12%) of the trade receivables balance.
Quantitative disclosures of the credit risk exposure in relation to financial assets are set out below. Further disclosures regarding trade and
other receivables, which are neither past due nor impaired, are provided in note 17.
Financial assets
Cash and cash equivalents
Trade and other receivables
2019
Carrying
value
£’000
Maximum
exposure
£’000
4,116
6,552
10,668
4,116
6,552
10,668
2018
Carrying
value
£’000
5,829
11,741
17,570
Maximum
exposure
£’000
5,829
11,741
17,570
Interest rate risk
Interest rate risk is the risk that the fair value
or future cash flows of a financial instrument
will fluctuate because of changes in interest
rates.
It is Group policy that all external Group
borrowings are drawn down on the asset-
based financing facilities arranged with our
bankers which bear a floating rate of interest
based on the PNC base rate. Borrowings
against the asset-based financing facilities
are typically drawn or repaid on a daily
basis in order to minimise borrowings and
interest costs and transaction charges.
Although the Board accepts that this policy
neither protects the Group entirely from
the risk of paying rates in excess of current
market rates, nor eliminates the cash flow
risk associated with interest payments, it
considers that it achieves an appropriate
balance of these risks.
Throughout 2019 and 2018 the Group’s
variable rate borrowings were denominated
in Sterling. Interest costs on borrowings from
the asset-based financing facility with PNC
was charged at 2.35% above base rate from
January to April 2019 and 2.00% above base
rate from May to December 2019 (all of 2018:
2.35%). The facility has a minimum term of
commitment to May 2021, although amounts
are repayable upon demand under certain
circumstances such as default. If interest
rates on borrowings had been 1% higher/
lower throughout the year with all other
variables held constant, the loss after tax
for the year would have been approximately
£26,000 higher/lower (2018: £37,000) and net
assets £26,000 lower/higher (2018: £37,000).
The Directors consider a 1% change in base
rates is the maximum likely change over the
next year, being the period to the next point
at which these disclosures are expected to
be made.
The Company holds interest-bearing loan
agreements with some of its subsidiary
undertakings. Interest on all loans is charged
at 2.0% above the prevailing Bank of
England base rate, except for one loan with
Parity International B.V. which is charged at
2.0% above the prevailing European Central
Bank base rate. As at 31 December 2019, the
loan balance due by the Company to Parity
International BV, translated into Sterling, was
£27,216,000 (2018: £28,307,000).
Foreign exchange risk
Foreign currency risk is the risk that the
fair value or future cash flows of a financial
instrument will fluctuate because of changes
in foreign exchange rates.
The Group no longer has any active overseas
operations but does retain certain overseas
subsidiaries that are not trading. The Group’s
net assets arising from overseas operations
are exposed to currency risk resulting in
gains or losses on retranslation into sterling.
The asset exposure is mainly in respect of
intercompany balances.
The Group does not hedge its net investment
in overseas operations as it does not
consider that the potential financial impact
of such hedging techniques warrants the
reduction in volatility in consolidated net
assets.
The continuing business has few
transactions in foreign currency. The hedging
of individual contracts is considered on a
case by case basis. Owing to the small value
and volume of such contracts no hedging
transactions were entered in 2019 or 2018.
During 2014, the underlying denomination of
a large intercompany balance between the
Company and one of the Group’s inactive
overseas subsidiaries was revised, whereby
the denomination of the loan was revised
from Sterling to Euros and thus subject to
exchange rate fluctuations in the books
of the Company. In 2019 the Company
recorded a translation gain of £1,641,000
(2018: loss of £352,000). As at 31 December
2019, the loan balance due by the Company,
translated into Sterling, was £27,216,000
(2018: £28,307,000).
The currency profile of the Group’s net financial assets was as follows:
Net foreign currency financial assets
Sterling
Euro
US Dollar
Total net exposure
Functional currency of individual entity
Sterling
Euro
Total
2019
£’000
-
2018
£’000
-
(27,078)
(27,782)
4
5
2019
£’000
(2,359)
-
-
2018
£’000
(2,296)
-
-
2019
£’000
(2,359)
(27,078)
4
2018
£’000
(2,296)
(27,782)
5
(27,074)
(27,777)
(2,359)
(2,296)
(29,433)
(30,073)
94
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
95
21 Financial instruments – risk management (continued)
21 Financial instruments – risk management (continued)
The currency profile of the Company’s net financial assets was as follows:
Net foreign currency financial assets
Current
Euro
US Dollar
Total net exposure
Sensitivity analysis – Group and Company
Sterling
2019
£’000
(27,208)
4
(27,204)
2018
£’000
(28,032)
5
(28,027)
If the exchange rate between Sterling and the Euro had been 10% higher/lower at the balance sheet date, with all other variables held
constant, the effect on equity for the year would have been approximately £2,708,000 higher/lower (2018: £2,778,000). A 10% fluctuation in any
other currency exchange rate would not have a significant impact on profit and loss, nor equity.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges on its borrowings under its asset-based
financing arrangements. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The liquidity of each Group entity is managed centrally, with daily transfers to operating entities to maintain a pre-determined cash balance.
Normal supplier terms range from 2 weeks to 30 days. The level of the Group facility is approved periodically by the Board and negotiated
with the Group’s current bankers. At the reporting date, cash flow projections were considered by the Board and the Group is forecast to have
sufficient funds and available funding facilities to meet its obligations as they fall due.
The following table sets out the contractual maturities (representing undiscounted contractual cash flows) of financial liabilities:
Consolidated
At 31 December 2019
Trade and other payables
Lease liabilities
Borrowings
Total
At 31 December 2018
Trade and other payables
Borrowings
Total
Up to
1 month
£’000
5,878
272
2,719
8,869
Between 1
month and 1
year
£’000
-
53
-
53
Up to
1 month
£’000
8,231
6,911
15,142
Between 1
month and 1
year
£’000
-
8
8
Over
1 year
£’000
-
173
-
173
Over
1 year
£’000
-
-
-
Total
£’000
5,878
498
2,719
9,095
Total
£’000
8,231
6,919
15,150
Company
At 31 December 2019
Trade and other payables
Total
At 31 December 2018
Trade and other payables
Total
Up to
1 month
£’000
14,357
14,357
Between 1
month and 1
year
£’000
-
-
Up to
1 month
£’000
12,917
12,917
Between 1
month and 1
year
£’000
-
-
Over
1 year
£’000
129,530
129,530
Over
1 year
£’000
123,113
123,113
Total
£’000
143,887
143,887
Total
£’000
136,030
136,030
More detail on trade and other payables is given in note 19.
Capital disclosures
The capital structure of the Group consists of cash and cash equivalents, equity attributable to equity holders, and asset-based financing.
There is no long-term external debt, except for lease liabilities which are explained more fully in note 15.
The Group uses an asset-based financing facility with PNC Business Credit, a member of The PNC Financial Services Group, Inc. The facility,
which enables the Group to borrow against both trade debt and accrued income and provides for borrowing of up to £10.0m depending on the
availability of appropriate assets as security.
The Group’s and Company’s objectives when maintaining capital are:
• to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for
other stakeholders; and
• to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The Group’s net cash position is as follows:
Consolidated
Cash and cash equivalents
Asset-based borrowings
Lease liabilities
Net cash/(debt)
2019
£’000
4,116
(2,719)
(498)
899
2018
£’000
5,829
(6,911)
(8)
(1,090)
The Board regularly reviews the adequacy of resources available and considers the options available to increase them. The asset-based
borrowing facility contains certain externally imposed financial covenants which have been met throughout the period.
The Company does not currently have distributable reserves available for dividend payments. A capital reconstruction will be necessary to
create reserves available for distribution. The Board will keep possible capital reconstruction options under review.
96
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
97
22 Reserves
The Board is not proposing a dividend for the
year (2018: nil pence per share).
The following describes the nature and
purpose of each reserve within shareholders’
equity:
Share capital
Share capital consists of ordinary share capital
and previously consisted of deferred share
capital.
Ordinary share capital
Share capital is the amount subscribed for
ordinary shares at nominal value. During
2019, no share options were exercised (2018:
500,000 share options exercised, increasing
share capital from £2,043,000 to £2,053,000).
23 Pension commitments
Share premium reserve
Share premium is the amount subscribed
for share capital in excess of nominal value.
There was no movement in the share premium
reserve for the year (2018: increase from
£33,211,000 to £33,244,000).
Capital redemption reserve
A capital redemption reserve of £14,319,000
was created during 2017 when the Directors
resolved to cancel the deferred shares of Parity
Group plc.
Other reserves
Other reserves of the Group relate principally
to a reserve created following a change of the
Group’s ultimate parent and a corresponding
Scheme of Arrangement in July 1999, and a
reserve created following the reorganisation
of the Group’s capital structure in 2002
that resulted in the Company increasing its
investment in subsidiary undertakings.
During 2018 a reallocation was made in
respect of an impairment of Parity Group
plc’s investment in Parity Holdings Limited.
The impairment charge of £9,600,000 was
recorded as a loss in retained earnings in 2010.
Given that this other reserve is represented
by Parity Group plc’s investment in Parity
Holdings Limited, the reserve can be used
in order to absorb impairments in the related
investment. On this basis the impairment
previously recorded in retained earnings is was
reallocated to other reserves in the Group and
Company.
Retained earnings
Retained earnings represent the cumulative
net gains and losses recognised in the income
statement.
The Group operates a small number of
pension schemes. With the exception of
the Parity Group Retirement Benefits Plan,
all of the schemes are defined contribution
plans and the assets are held in separately
administered funds. Contributions to defined
contribution schemes from continuing
operations during the year were £159,000
(2018: £174,000).
Defined benefit plan
In March 1995, the Group established the
Parity Retirement Benefits Plan, renamed
as the Parity Group Retirement Benefits
Plan (“the Plan”), following a Scheme of
Arrangement in 1999, in order to facilitate
the continuance of pension entitlements
for staff transferring from other schemes
following acquisitions in 1994. The Plan is
governed by the Trustees of the plan and is
administered by Cartwright Group Limited
in accordance with the Trust Deed and
Rules, solely for the benefit of its members
and other beneficiaries. The Trustees
comprise an independent Chairman, one
‘member’ representative and one ‘employer’
representative. It is a funded defined
benefit scheme and has been closed to
new members since 1995. With effect
from 1 January 2005 this scheme was also
closed to future service accrual and future
contributions paid into money purchase
arrangements.
The weighted average liability duration is
approximately 13 years (2018: 13 years) and
can be attributed to the scheme members as
follows:
Pensioner members
Deferred members
Total
Number of
members
Weighted
average liability
duration (years)
61
7
68
13
17
13
There were no retirements during the year (2018: 1). There was no change in total members during the year (2018: no change).
23 Pension commitments (continued)
The Plan is funded by the Group based
on the triennial actuarial valuation of
the scheme’s technical provisions. The
actuarial valuation is subject to more
prudent assumptions than the accounting
valuation under IAS 19. The triennial actuarial
valuation due at April 2018 was finalised
during the year and resulted in an increase
in monthly contributions from £17,260 per
month to £24,300 per month. Funding
requirements are formally set out in the
Statement of Funding Principles, Schedule
of Contributions and Recovery Plan agreed
between the Trustees and the Group.
In March 2016, agreement was reached
with the Trustees to link amounts payable to
company performance and affordability on
a sliding scale as part of the 2015 triennial
valuation review. As a result, monthly
contributions of £15,000 resumed from May
2016 until March 2035, with conditional
annual bonus payments predicated on
the Group’s financial performance and
the divestment of non-core assets. The
contributions increase each year in line
with RPI with the first increase applied
on 1 January 2017. The balance of the
deficit is expected to be met by asset
outperformance. The core contributions
in 2019 were £17,260 per month (2018:
£16,700 per month) following the inflationary
increase. As a result of the triennial actuarial
valuation, contributions were then increased
to £24,300 per month from July 2019.
Pursuant to the agreement, no additional
lump sum contributions were made during
2019. During 2018, a bonus payment of
£25,600 was paid based upon the Group’s
2017 financial results, in addition to a lump
sum contribution of £100,000 following the
disposal of Inition Limited.
In 2012 an issue was made to the Plan of
1,000,000 share options in Parity Group plc
at an exercise price of 9 pence per share to
be exercised at the discretion of the Trustees
and any gain to be used for the benefit of
the Plan. These options vested on grant and
have no expiry date.
In 2017 the Trustees changed the investment
strategy and fund choices in order to reduce
the volatility of the deficit whilst increasing
the longer term expected investment return.
This was achieved by using liability driven
investment, which provides leveraged
exposure to bond-like assets. The leverage
was used to reduce deficit volatility and
has allowed a greater share of the assets
to be invested in growth assets, as set out
in the Composition of Plan Assets table on
page 98. The liability driven investments
significantly reduced both interest rate and
inflation risk so that, using a stochastic ‘value
at risk’ model, the overall investment risk
reduced by approximately one third. The
main funding risks are as follows:
• Investment return risk – if the assets
underperform the assumed returns in
setting the funding targets then additional
contributions may be required;
• Longevity risk – if the future improvements
in mortality exceed the assumptions then
additional contributions may be required;
• Foreign currency exchange rate risk - the
diversified growth funds have the option
to use foreign currency as an asset class.
The diversified growth funds are actively
managed and, consequently, any foreign
currency exposure is constantly monitored
and addressed where the risk/reward
balance is not appropriate.
The valuation for IAS 19 has been provided
by Cartwright Group Limited, a company that
specialises in providing actuarial services, as
at 31 December 2019.
Principal actuarial assumptions
Rate of increase of pensions in payment
Discount rate
Retail price inflation
Consumer price inflation
2019
3.6-3.9%
2.0%
3.2%
2.2%
2018
3.7-4.0%
2.8%
3.4%
2.4%
In accordance with the revised IAS 19, the assumption for future
investment returns is the same discount rate of 2.0% (2018: 2.8%)
used in calculating the pension liabilities.
The underlying mortality assumption used is in accordance with
the standard table known as S1PA_H, S1PA or S1PA_L mortality,
dependent on the size of each member’s pension, using the
CMI_2018 projection based on year of birth with a long term rate of
improvement of 1.25% p.a. (2018: CMI_2017 and 1.25% p.a.). This
results in the following life expectancies:
• Male aged 65 at 31 December 2019 has a life expectancy of 86
years (2018: 87 years)
• Female aged 65 at 31 December 2019 has a life expectancy of 89
years (2018: 89 years)
Guaranteed Minimum Payment (“GMP”) equalisation
During 2018 the High Court of Justice in England made judgement
in a case relating to GMP equalisation. The court held that pensions
earned between 1990 and 1997 must be equalised between men and
women for the effect of GMPs. Most sections of the Group’s scheme
were unaffected since they were opted in to the Second State
Pension, with just one section opted out. The actuary estimates that
the impact to the scheme will be to increase liabilities by between
£10,000 and £30,000. Accordingly, an adjustment is recorded in
these accounts to increase the scheme deficit by £20,000 (2018:
£20,000). The increase in liability was been treated as a past service
cost recognised in the income statement for the year ended 31
December 2018 as a non-recurring item.
98
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
99
23 Pension commitments (continued)
23 Pension commitments (continued)
Reconciliation to consolidated statement of financial position
Fair value of plan assets
Present value of funded obligations
At the end of the year
Reconciliation of plan assets
At the beginning of the year
Expected return
Contribution by Group
Benefits paid
Expenses met by scheme
Actuarial gain/(loss)
Plan assets at the end of the year
2019
£’000
22,670
(23,562)
(892)
2019
£’000
20,099
549
296
(913)
(122)
2,761
22,670
2018
£’000
20,099
(22,041)
(1,942)
2018
£’000
21,880
525
326
(888)
(158)
(1,586)
20,099
Amounts recognised in the consolidated income statement
Included in finance costs
Expected return on plan assets, net of expenses
Unwinding of discount on plan liabilities (interest cost)
Net finance costs in respect of post-retirement benefits
Amounts recognised in the consolidated statement of comprehensive income
Actuarial gain/(loss) on plan assets
Actuarial (loss)/gain on plan liabilities
Remeasurement of defined benefit pension scheme
Contributions to the scheme included £nil of additional payments (2018: £125,600). Details of these payments are set out on page 97. The
actuarial gain on plan assets relates to the rise in value of the scheme’s investments reflecting strong performances in global equity markets
experienced in 2019.
Composition of plan assets
Diversified growth funds – Quoted
Liability driven investment funds – Quoted
Options in Parity Group plc
Cash
Total plan assets
2019
£’000
15,570
6,938
96
66
2018
£’000
11,343
8,589
96
71
22,670
20,099
During the year under review, assets were reallocated between diversified growth funds (DGF) and liability driven investment funds (LDI) as
scheme liabilities were over-hedged by LDI and in order to seek a greater return on investment from DGF.
Reconciliation of plan liabilities
At the beginning of the year
Interest cost
Past service cost
Benefits paid
Actuarial loss/(gain)
Plan liabilities at the end of the year
2019
£’000
22,041
604
-
(913)
1,830
23,562
2018
£’000
22,939
551
20
(888)
(581)
22,041
Defined benefit obligation trends
Plan assets
Plan liabilities
Deficit
Experience adjustments on assets
Experience adjustments on liabilities
Sensitivity analysis
Effect of change in assumptions
No change
0.25% rise in discount rate
0.25% fall in discount rate
0.25% rise in inflation
0.25% fall in inflation
2019
£’000
22,670
(23,562)
(892)
2,761
13.9%
(1,830)
(8.4%)
2018
£’000
20,099
(22,041)
(1,942)
(1,586)
(7.3%)
581
2.6%
Liabilities
£’000
23,562
22,813
24,350
23,675
23,451
2017
£’000
21,880
(22,939)
(1,059)
609
2.9%
(191)
(0.8%)
Assets
£’000
22,670
22,670
22,670
22,670
22,670
2019
£’000
427
(604)
(177)
2019
£’000
2,761
(1,830)
931
2016
£’000
22,465
(24,313)
(1,848)
2,926
15.0%
3,339
15.9%
Deficit
£’000
(892)
(143)
(1,680)
(1,005)
(781)
2018
£’000
367
(551)
(184)
2018
£’000
(1,586)
581
(1,005)
2015
£’000
19,703
(21,194)
(1,491)
(401)
(2.0%)
(1,249)
(5.6%)
Increase/
(decrease) in
deficit
£’000
-
(749)
788
113
(111)
100
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Accounts, notes and other information
101
24 Share capital
27 Related party transactions (continued)
Ordinary shares 2p each
2019
Number
409,044,603
2019
£’000
8,181
Ordinary shares 2p each
2019
Number
102,624,020
2019
£’000
2,053
Expenses incurred from Group
subsidiaries
Income generated from Group
subsidiaries
Operating
expenses
2019
£’000
Finance
income
2019
£’000
Finance
expense
2019
£’000
Operating
expenses
2018
£’000
Finance
income
2018
£’000
Finance
expense
2018
£’000
Loans
written off
2018
£’000
(735)
-
(2,165)
(558)
-
(1,911)
(395)
-
2,101
-
54
1,818
-
-
The Company had the following amounts payable to and recoverable from Group undertakings:
Authorised share capital
Authorised at 1 January and 31 December
Issued share capital
Issued and fully paid at 1 January and 31 December
25 Contingencies
In the normal course of business, the Group is exposed to the risk of claims in respect of contracts where the customer or supplier is
dissatisfied with the performance, pricing and/or completion of the contracted service or product. Such claims are normally resolved by a
combination of negotiation, further work by Parity or the supplier, and/or monetary settlement without formal legal process being necessary.
Occasionally, such claims progress into legal action. At the present time, Group management believes the resolution of any known claims or
legal proceedings will not have a material further impact on the financial position of the Group.
26 Key management remuneration
Key management comprises the Group’s Board of Directors, along with the Group Operations Director, who left the Group during the year,
and the Commercial Director, the Head of Consulting and the Head of L&D Practice, all of whom joined the Group during the year. The total
remuneration received by key management for 2019 was £1,402,000 (2018: £1,059,000). Remuneration comprises emoluments received,
pension contributions, share-based payment charges and compensation for loss of office. Remuneration of the Board of Directors, including
that of the highest paid Director Matthew Bayfield, is disclosed in detail within the remuneration report on page 39.
Short-term employee benefits
Post-employment benefits
Compensation for loss of office
Share-based payments (note 9)
27 Related party transactions
Consolidated
There were no related party transactions during the year (2018: none).
Company
2019
£’000
859
34
356
153
1,402
2018
£’000
918
35
10
96
1,059
Details of the Company’s holdings in Group undertakings are given in note 28. The Company entered into transactions with Group
undertakings as shown in the table overleaf:
Amounts owed by subsidiary undertakings (note 17):
Falling due within one year
Falling due after one year
Amounts due to subsidiary undertakings (note 19):
Falling due within one year
Falling due after one year
2019
£’000
2,129
131,946
2018
£’000
2,302
123,510
(14,197)
(129,530)
(12,796)
(123,113)
28 Subsidiaries
The principal subsidiaries of Parity Group plc, which have been included in these consolidated financial statements, are Parity Professionals
Limited and Parity Consultancy Services Limited. Parity Professionals Limited and Parity Consultancy Services Limited are wholly owned by
Parity Holdings Limited and incorporated in the United Kingdom. Inition Limited was been included in these consolidated financial statements
as a discontinued operation in 2018 with trading results included to the date of disposal in April 2018 in the comparative year. Parity Solutions
Limited is a direct subsidiary of Parity Holdings Limited and is incorporated in the United Kingdom. Parity Holdings Limited is a direct
subsidiary of Parity Group plc and is incorporated in the United Kingdom.
Parity Professionals Limited is a specialist IT recruitment services company. Parity Consultancy Services Limited provides business and IT
consultancy services focusing on the provision of data solutions and delivery of IT projects.
The Company’s investment in continuing subsidiaries was reviewed for impairment at the balance sheet date based on the performance of
2019 and on subsequent years’ forecast projections. A discounted future cash flow method was employed for the review. As a result of this
review, no provision was deemed necessary, leaving a carrying value of £20,527,000 (2018: £20,527,000). The assessment was performed on
a value in use basis using discount rates of between 12.5% and 13.0% (2018: between 11.5% and 13.0%) and the other parameters used in the
goodwill impairment review, as outlined in note 12.
The remaining Group subsidiaries are listed below. These are either discontinued or dormant, are wholly owned by the Group ultimate parent
Parity Group plc, and are registered in the UK at 2nd Floor, The Ministry, 79-81 Borough Road, London SE1 1DN unless stated.
Parity Eurosoft Limited
Parity International BV (registered at Keizersgracht 62-64, 1015 CS Amsterdam, Netherlands)
Parity Limited
Parity Resources Limited
Parity Solutions (Dublin 1999) Limited (registered at 13-18 City Quay, Dublin 2 D02 ED70, Ireland)
Parity Solutions (Ireland) Limited (registered at Northern Ireland Science Park, Queens Road, Belfast BT3 9DT)
Personnel Solutions Inc. (registered at 39 Broadway, New York, NY10006, USA)
Teltech International Corp. (registered at 39 Broadway, New York, NY10006, USA)
102
102
Accounts, notes and other information
Accounts, notes and other information
Parity annual report and accounts 2019
Parity annual report and accounts 2019
Corporate information
Registered office
2nd Floor, The Ministry,
79-81 Borough Road,
London SE1 1DN
Tel: 020 8543 5353
Registered in England & Wales
No. 3539413
Registrars
Equiniti Limited
Aspect House
Spencer Road, Lancing
West Sussex BN99 6DA
Tel: 037 1384 2382
Equiniti offer a range of information
online. You can access information
on your shareholding, indicative share
prices and dividend details and find
practical help on transferring shares
or updating your details at
www.shareview.co.uk
Enquiries concerning shareholdings in
Parity Group plc should be directed,
in the first instance, to the Registrars,
Equiniti, as above.
Investor relations
David Beck
Donhead Consultants
Tel: +44 7836 293 383
Further information for shareholders
including copies of the Annual and
Interim Reports can be obtained from
the company secretary’s office at the
registered office address below or from
the Parity Group plc website at
www.parity.net
The Company Secretary
Parity Group plc
2nd Floor, The Ministry,
79-81 Borough Road,
London SE1 1DN
Advisors
Auditor
Grant Thornton UK LLP
30 Finsbury Square
London EC2A 1AG
Bankers
RBS Group
9th Floor
280 Bishopsgate
London EC2M 4RB
PNC Business Credit
8-14 The Broadway
Hayward’s Heath
West Sussex RH16 3AP
Or by email to: cosec@parity.net
Nominated advisor & broker
WH Ireland
24 Martin Lane
London EC4R 0DR
Solicitor
Pinsent Masons
30 Crown Place
London EC2A 4ES
www.parity.net
London
2nd Floor
The Ministry
79-81 Borough Road
London
SE1 1DN
Manchester
1st Floor
No.1 Spinningfields
Hardman Square
Manchester
M3 3EB
Edinburgh
9-10 St Andrew
Square
Edinburgh
EH2 2AF