Annual Report and
Financial Statements
2021
www.pensionbee.com
Contents
Strategic Report
1 PensionBee at a Glance
2 Chairman’s Statement
3 Chief Executive Officer’s Review
4 About Us
5 Our Strategy
6 Our Business Model
7 Market Opportunity
8 Operating and Financial Review
9 Measuring our Performance
10 Stakeholders
11 ESG Considerations
12 Managing our Risks
13 Viability Statement
2
Page 4
Page 6
Page 8
Page 9
Page 16
Page 20
Page 22
Page 24
Page 30
Page 32
Page 42
Page 52
Page 56
Corporate Governance Report
1 Chairman’s Introduction to Governance
2 Board of Directors and Executive Management
3 Corporate Governance Statement
4 Nomination Committee Report
5
Investment Committee Report
6 Audit and Risk Committee Report
7 Directors’ Remuneration Report
8 Directors’ Report
Page 58
Page 60
Page 63
Page 69
Page 72
Page 74
Page 80
Page 97
9
Statement of Directors’ Responsibilities
Page 104
Financial Statements
1
Independent Auditor’s Report
2 Consolidated Income Statement
3 Consolidated Statement of Financial Position
4 Consolidated Statement of Change in Equity
5 Consolidated Statement of Cash Flows
6 Notes to the Consolidated Financial Statements
7 Company Financial Statements
8 Notes to the Company’s Financial Statements
Page 106
Page 112
Page 113
Page 114
Page 115
Page 116
Page 133
Page 135
PensionBee Group plc
Strategic
Report
1 PensionBee at a Glance
PensionBee is a leading online pension provider.
Our mission is to make pensions simple, so that
everyone can look forward to a happy retirement.
PensionBee is a leading online pension provider1 in the UK, with a mission to make pensions simple, so
that everyone can look forward to a happy retirement. We are a direct-to-consumer financial technology
company with approximately 117,000 Invested Customers and £2.6bn of Assets under Administration as
at 31 December 2021.2 We deliver a leading customer proposition to pension holders in the UK defined
contribution pensions market, catering for the many people who have historically struggled to understand,
prepare for and manage their retirement confidently.
We seek to make our customers ‘Pension Confident’ by giving them control and clarity, enabling them to
interact with their retirement savings through a unique combination of smart technology and dedicated
customer service. Our technology platform allows customers to combine their pensions and invest in a
range of online plans, forecast how much they are expected to have saved by the time they retire, and
make withdrawals from the age of 55. Our customers rate our service highly, as evidenced by our Excellent
Trustpilot score of 4.6★ out of 5 (based on 6,288 reviews)3, our App Store rating of 4.8★ out of 5 (based on
3,236 ratings)3 and our Customer Retention Rate which is consistently in excess of 95%.2
For the year ended 31 December 2021, PensionBee’s Revenue was £12.8m, representing a growth rate of
103% as compared to £6.3m for 2020.2 Adjusted EBITDA for 2021 was £(16.4)m as compared to £(10.4)m
for 2020, with an Adjusted EBITDA Margin of (129)% for 2021 as compared to (166)% for 2020, reflecting
strong and scalable investment in the Company’s growth.2 Loss before Tax increased to £25.0m for 2021
as compared to £13.5m for 2020, explained by increased Adjusted EBITDA together with an increase in the
non-cash items, non-recurring and finance costs.2
1 Supported by PensionBee’s Trustpilot TrustScore as at 31 December 2021 of 4.6★ out of 5 (based on 6,288 reviews),
comparing favourably to other key pension providers who operate in the UK Defined Contribution pensions market,
together with PensionBee’s industry awards as set out on page 15 of the About Us section of the Strategic Report.
2 See definitions on pages 30 and 31 of the Measuring Our Performance section of the Strategic Report. PensionBee’s KPIs
include alternative performance measures (‘APMs’), including Adjusted EBITDA and Adjusted EBITDA Margin. APMs are
not defined by International Financial Reporting Standards (‘IFRS’) and should be considered together with the Group’s
IFRS measurements of performance. PensionBee believes APMs assist in providing additional insight into the underlying
performance of PensionBee and aid comparability of information between reporting periods.
3 Compares to the Trustpilot score of 4.7★ out of 5 (based on 3,784 reviews) and an App Store rating of 4.8★ out of 5 (based
on 486 ratings) as at 31 December 2020.
4
Excellent 4.6 out of 5 Rating
PensionBee Group plc £2.6bn
2021 Assets under Administration2
£12.8m
2021 Revenue2
£16.3m
2021 Annual Run Rate Revenue2
91% on 2020
103% on 2020
85% on 2020
£(16.4)m
2021 Adjusted EBITDA2
(129)%
2021 Adjusted EBITDA Margin2
£(25.0)m
2021 PBT2
-58% on 2020
+37ppt on 20204
85% on 2020
(11.86)p
2021 EPS2
658k
2021 Registered Customers2
117k
2021 Invested Customers2
-55% on 20205
63% on 2020
70% on 2020
>95%
2021 Customer Retention2
stable
4 Represents absolute change in Adjusted EBITDA Margin from (166)% as at 31 December 2020 to (129)% as at 31 December 2021.
5 2020 Earnings Per Share (‘EPS’) was adjusted for the impact of the IPO to give a comparable EPS of (7.67)p as set out in Note 11 of the Financial Statements..
5
Annual Report and Financial Statements 2021 2 Chairman’s Statement
Planning for the future has never been more important.
Our straightforward approach to enabling individuals to take
control of their pensions has continued to resonate and attract
people of all ages and demographics across the country.
We are delighted to report on another very successful year for PensionBee, with the strength of our
We do this through the technology that we have created. But technology alone is not enough. Our
customer proposition continuing to resonate across the UK. Reporting for our first year following
Customer Success team is at the very heart of our business and their skills, energy and dedication are
the Company’s Initial Public Offering (‘IPO’) in April, our team delivered impressive growth and
what has enabled us to establish a reputation for service that sets the gold standard for the pensions
financial results firmly on-track, underpinned by our sound business model, driven by leadership
industry. As we continue to grow rapidly, we will maintain close watch over the standard of service
across product and technology and the calibre of our people.
that we deliver to all our customers, which is of paramount importance.
We reported strong growth across our key metrics. During 2021, we saw the number of customers
Despite the unprecedented challenges that 2021 has brought for society as a whole, dominated by
with retirement savings invested with PensionBee increase by 70% and the Assets under
Administration that we hold on their behalf climbing by more than 90% from £1.4bn to £2.6bn.6
Correspondingly, our Revenue more than doubled from £6.3m in 2020 to £12.8m in 2021, and our
Annual Run Rate Revenue increased by 85% from £8.8m to £16.3m over the same period.6 Further
data-led customer acquisition and continued investment in our technology and people should see
us continue to scale and progress on our path to profitability.
the pandemic, our people have worked tirelessly, showing dedication and great resolve throughout.
On behalf of the Board and our shareholders, I would like to extend my sincerest thanks to each and
every one of the PensionBee team.
Governance
Our mission at PensionBee is to make pensions simple, ensuring that our customers have complete
business and ensuring that these principles are embedded into our culture. At the time of our IPO,
clarity over their financial futures. Planning for the future has never been more important, especially
we stated our intention to voluntarily comply with the UK Corporate Governance Code, which has
set against the backdrop of the global pandemic and given the economic outlook as interest rates
paved the way for our expected transition to the Premium Segment of the London Stock Exchange.
and inflation begin to rise. Our straightforward approach to enabling individuals to take control of
their pensions has continued to resonate and attract people of all ages and demographics across
We are focused on maintaining the right balance of skills, experience and diversity throughout
the country, who are rightly concerned with ensuring that they are properly prepared for their
the business, and are pleased to have maintained gender-balance across the Board and Executive
retirement. We appreciate that we are the guardians of their savings set aside to finance their futures
Management team, which we firmly believe helps to drive the best outcomes.
The Board is committed to upholding the highest standards of corporate governance across the
beyond work, and we take this responsibility to heart.
6 See definitions on pages 30 and 31 of the Measuring Our Performance section of the Strategic Report.
6
PensionBee Group plc The Board continues to provide support and appropriate challenge to the Executive Management
New opportunities and developments in technology are expected to continue to accelerate change
team to ensure that the strategy is sound, achievable and ultimately delivered. Full details of the
in the pensions industry in ways that will ultimately benefit all consumers. PensionBee has already
work of the Board and its Committees are set out in the Corporate Governance Report from page 57.
built a technology platform, a product and a team that can continue to scale quickly, capturing this
ever growing ‘mass-market’ opportunity, allowing individuals to manage all their pensions in one
We believe that effective stakeholder engagement is key to the long-term sustainable success of
place, through an efficient and scalable platform.
our business and as such, our goal is to proactively engage with our key stakeholders, to understand
their needs and interests and to respond accordingly. When the Board makes decisions, we consider
With a leading customer proposition, a resilient business model, and a robust capital position, we
our customers, employees, shareholders, communities, suppliers, government and regulators and
believe that we are uniquely positioned to continue to grow at pace and we look forward to 2022
our planet. Further detail is set out on pages 32 to 39 of the Stakeholders section of the Strategic
being yet another exciting year in the PensionBee story.
Mark Wood CBE
Chairman
13 April 2022
Report.
Environmental, Social and Governance
Effectively managing our Environmental, Social and Governance (‘ESG’) priorities will help preserve
our resilience and drive long-term value for all our stakeholders. We continue to pursue our ESG
work transparently, disclosing our targets and relevant metrics, and believe this approach supports
accountability and helps our stakeholders to be informed about our progress.
Of note, this year we are pleased to have integrated ESG into our investment range to secure
sustainable value for our customers, our society and our planet, closing two plans that could not be
screened under our ESG policy. We continued to minimise our impact on the environment through
our remote working policy and as a paperless provider and encouraged other pension companies
to stop sending out millions of paper statements each year.
As part of our commitment to increasing our transparency in all the strands of ESG, we disclosed under
the Sustainability Accounting Standards Board, Workforce Disclosure Initiative and the Streamlined
Energy and Carbon Reporting (‘SECR’) frameworks for the first time. We will disclose under additional
frameworks as data becomes available and as it relates to future incoming regulation in respect of
climate-related disclosures. Further details on our ESG activities can be found on pages 42 to 51 of
the ESG Considerations section of the Strategic Report and our SECR Reporting is set out on pages
97 to 103 of the Directors’ Report within the Corporate Governance Report.
Outlook
We believe that growth in the UK pensions market will continue at pace, being driven by the
supportive regulatory framework and favourable policy changes, the acceleration of the transition
to digital technology and underlying trends in the employment market that increasingly demand a
modern pension consolidation solution.
7
Annual Report and Financial Statements 2021
3 Chief Executive Officer’s Review
Whilst our metrics shine a light on the health of the
business operations and the competitive advantage of
our proprietary technology, it is our culture that ultimately
enables our Company to deliver top performance.
As a fast-growing company, we are used to regularly breaking our own records and setting the
We seek to lead our industry on product and service innovation, but are also committed to ensuring
standards and benchmarks that we hold ourselves up to. From the outstanding quality of our
that our business delivers a positive impact on our society and our planet. In 2021, we strengthened
innovative technology platform and user experience to the rapid customer service we offer consumers
our commitment to international corporate transparency frameworks such as the Sustainability
seeking to take control of their pensions, PensionBee aims to lead the industry in everything we do.
Accounting Standards Board and Workforce Disclosure Initiative, further integrated ESG into our
core investment range and continued to work with our asset managers to assert our customers’
I am often asked whether we can continue to meet and beat our own expectations even as we grow
views on Living Wages, and gender and ethnicity pay gaps.
rapidly. I reflect on this question every year as I examine our results and reflect on our achievements.
By many measures, 2021 has been a milestone year for PensionBee. Our successful Initial Public Offering
advantage of our proprietary technology, it is our culture that ultimately enables our Company
(‘IPO’) enabled us to welcome new shareholders who, like us, believe in our mission to make pensions
to deliver top performance. The pandemic and rapid changes in working patterns have tested
simple so everyone can look forward to a happy retirement. We were particularly proud to facilitate
the resilience of every business in the world. Our values of love, quality, honesty, innovation and
a customer offer, giving our loyal and supportive customer base the opportunity to participate in the
simplicity, and the ways in which we demonstrate them on a daily basis, have allowed us to thrive.
Whilst our metrics shine a light on the health of the business operations and the competitive
IPO. The £55m of primary proceeds that we raised from both institutions and customers enabled us
to continue investing in our brand and technology, ultimately giving our 117,000 Invested Customers
the 'pension confidence' to entrust us with approximately £2.6bn of their pension savings.7
We delivered this growth in Assets under Administration7, again reflecting an annual growth rate of more
than 90% against a backdrop of consistently high customer satisfaction. We maintained our Excellent
We celebrate our diversity regularly because we know that honouring the uniqueness of every
individual is what makes PensionBee a special place to advance one’s career. The commitment to
our employees stems from the leadership team and this year we were proud to learn that 92% of our
employees would recommend PensionBee to a friend as a great place to work.
Trustpilot rating of 4.6★ and app store ratings of 4.8 and 4.7 on the Apple Store and Google Play Store
respectively. Our internally measured Net Promoter Score was an industry-leading 638, reflecting the
enormous importance we place on keeping our customers happy. We are delighted to see the positive
Looking ahead to 2022, we will continue to implement our ambitious growth plan to acquire
more customers and to use our unique technology and innovative product offering to help them
manage their pensions throughout their lifetime. We are proud to serve our customers on this path
impact of product innovations including our 60-second ‘easy bank transfer’ contribution feature,
of purpose to make a happy retirement possible for all.
personalised tax codes for withdrawing customers, a highly detailed transfer tracker and transactional push
notifications to keep our customers informed of key transactions in their BeeHive.
7 See definitions on pages 30 and 31 of the Measuring Our Performance section of the Strategic Report.
8 PensionBee’s externally measured NPS is 75. Source: Boring Money, 2022.
8
Romi Savova
Chief Executive Officer
13 April 2022
PensionBee Group plc 4 About Us
Our History
Since inception, we have been a
consumer champion in a highly
complex industry, ripe for disruption
PensionBee was co-founded in 2014 by Romi Savova, its current Chief Executive Officer and
Jonathan Lister Parsons, its current Chief Technology Officer, to simplify pension savings in the UK,
following a difficult pension transfer experience for Romi using traditional platforms.
Since then, we have been challenging the status quo of an industry that has evolved without
sufficient focus on consumer needs, characterised by poor communication, opaque fees and
cumbersome processes. PensionBee is on a mission to make pensions simple for everyone and to
change the industry for the better.
9
Annual Report and Financial Statements 2021 Our Vision
We strive to help our customers achieve a happy retirement in the form of financial freedom,
good health and social inclusion. Our vision acts as a blueprint for all our business activities, from
outstanding customer service and intuitive product design, to investment solutions with some of
the world’s largest money managers and impactful corporate and social responsibility initiatives.
As a pensions company with a long-term horizon for our customers, we seek to look beyond short-
term gains to help our customers achieve a sustainable retirement income.
10
PensionBee Group plc Financial Freedom
Social Inclusion
Our customers have a large variety of retirement goals and ambitions,
We believe that the Company’s product must be built to help people
whether purchasing homes close to their children, travelling around the
from all backgrounds to save for retirement. The UK’s statutory secondary
world or simply living without any financial worries. Each customer is
school national curriculum contains little formal financial education,
unique, but to achieve their ideal retirement, they all need sufficient income
and over the course of their lives, individuals do not all have the same
to cover their living expenses for the rest of their lives. This, at its core, is the
exposure to financial concepts. As a result, many struggle to navigate the
concept of financial freedom.
pensions system as adults.
For too long, consumers have struggled to manage their retirement savings. Pensions are often
By designing and building our product in recognition of these realities, we seek to help our
complicated and, combined with the added intricacies that can result from the accrual of multiple
customers overcome these educational barriers. For example, our technology platform is designed
pension plans from different employers over the course of a career, present a significant obstacle for
to make it easy and intuitive for customers to combine their pensions, we offer tools such as pension
consumers wanting to take control of their retirement savings. PensionBee’s technology platform is
calculators and retirement forecasting tools to help customers plan ahead and make suitable
designed to make it easy for customers to both understand and consolidate their pensions, to invest in
contributions, we help savers make on-demand and appropriate withdrawals, and we support all of
a range of diversified plans and, from the age of 55, to make on-demand and appropriate withdrawals.
this with excellent customer service and jargon-free communication.
Through access to pension calculators and retirement forecasting tools, we seek to help our customers
understand how much they need to save in order to achieve their desired income in retirement.
In addition, we are an advocate for greater gender equality in UK companies. There is a large body of
Good Health
We believe that good physical and mental health can be a major
determinant of happiness in later life. Whilst quality nutrition and safe
living conditions are important contributors to good health, we also
believe that financial wellbeing can have a significant role to play.
Our platform has been designed in a user-friendly way so as to limit the stresses of engaging with
one’s pension and to help customers exercise greater control over their financial future.
Similarly, we also want to give our customers greater peace of mind by offering more ethically
and environmentally conscious investment alternatives. Not only is there quantitative evidence
from industry experts suggesting that sustainable investments yield greater returns, but there are
significant financial risks associated with investing in pollutants such as oil and tobacco producers.
These financial risks can be aggravated by government action (whether through outright bans or
research suggesting that women have been held back by a lack of equal opportunities and systemic
inequalities that prevent career progression. Research conducted by PensionBee suggests that these
inequalities are perpetuated in later life with men having significantly larger pensions than women
after the age of 45, despite having a shorter life expectancy. In recognition of these inequalities,
PensionBee’s first Charter pledge taken in 2019 was to maintain at least 50% gender diversity in its
senior management through to 2021, which it has achieved. For 2021 we achieved more than 50%9
female representation across our entire employee base, and 50% female representation across our
Board and Executive Management Team.10
We are also committed to encouraging other forms of equality in UK companies. Efforts to include,
nurture and progress employees from all backgrounds, including diverse ethnicities can translate
into higher engagement and lower attrition rates. We believe that there is a strong moral and
economic case for increased diversity in UK companies. Greater equality can translate into improved
Company performance, which in turn supports the pension growth of our customers.
Our Diversity, Inclusion and Equality Policy sets our approach and commitment to diversity and
includes our goals for 2022, which include maintaining at least 50% women and minority gender
balance at all levels and increasing representation of all minority ethnicities to at least match the UK
taxes), civil lawsuits, and adverse media coverage. In facilitating sustainable investments, we seek to
population across all levels of the business.
enhance our customers’ long-term pension wealth as well as their mental wellbeing.
9 Supported by PensionBee’s Diversity & Inclusion Survey, completed in June 2021.
10 As of 31 December 2021.
11
Annual Report and Financial Statements 2021 Our Customer Proposition
We are revolutionising the pensions industry
through innovative technology, product
leadership and excellent customer service
Pensions are often complicated and difficult to understand, presenting an obstacle for consumers
to engage with their savings. Against this backdrop, PensionBee has developed a simple and easy
to use mass-market proposition that provides a solution to the consumer problem of saving for and
managing their income throughout retirement.
Our customer proposition can be summarised as follows:
Contribute
Combine
The average adult switches jobs approximately 11 times over the course of their career.11 In doing so,
they may accrue a number of disparate pensions with differing providers and cost structures which,
as a result of a variety of factors which could include infrequent reporting, limited online functionality,
and cumbersome communications processes, can prove difficult to manage effectively. By signing up
with PensionBee, either via our website or by using our app, our customers are able to combine and
transfer their existing pensions into the PensionBee Personal Pension with ease. Once their pensions
have been transferred, customers are able to start managing their new pension online and can
monitor their live balance via our website or app.
Contribute
Our customers can make one-off or regular contributions to their PensionBee pension via bank
transfer or direct debit. For customers who make a personal pension contribution and are eligible
for tax relief, we will automatically claim their 25% tax top-up from HMRC and add this to their
pension balance. Customers can also make use of our retirement calculator, which provides an
estimate of retirement income based on a number of assumptions including the size of the pension
plan, chosen retirement age and ongoing contributions, to plan ahead for their retirement. Self-
employed customers can open a new pension plan without transferring any old pensions.
Combine
Withdraw
Withdraw
From the age of 55, our customers can withdraw a portion of their pension online in just a few clicks,
bypassing a process which can in some cases involve many weeks filling out paperwork and jargon-
filled forms, which are often sent only through the post. Customers may choose to take up to 25%
of their pension free of tax, withdrawing their chosen amount either as a lump sum or in portions.
11 Department for Work and Pensions (‘DWP’) - Meeting future workplace pension challenges: Improving transfers
and dealing with small pension pots - December 2011.
12
PensionBee Group plc Our Team
Our team has the breadth and depth
of experience across all disciplines to
deliver the best customer outcomes,
drive growth and performance
Led by our founders Romi Savova and Jonathan Lister Parsons, we have a strong and established
Executive Management team. We have a deep, experienced and diverse board, led by our Chair
Mark Wood (former CEO of Prudential).
Our diverse and inclusive total workforce of 177 individuals12 is motivated and empowered to
achieve great results across all areas of the business, including customer service and engagement,
brand and marketing, product development, technology, finance, corporate and risk.
We develop and support our talent and strive to ensure that our people are actively engaged. Our
strong culture and values enable us to attract and retain people who passionately believe in our
vision. All our employees participate in long-term equity schemes, which further helps to drive
engagement and an ownership mentality.
12 As of 31 December 2021. Includes 172 UK employees, 1 UK contractor and 4 non-UK contractors.
13
Annual Report and Financial Statements 2021
Our Values
We live by our core values, focused on
doing the right thing for our customers
We are dedicated to ensuring that our five core values remain as guiding principles behind
everything we do, so that everyone in the Company remains focused on always doing the right
thing for our customers. As we continue on our growth path, there is a particular focus on protecting
and maintaining the culture associated with these values - a strong focus on well-being, including
regular ‘Happiness! Meetings’ between employees and managers, helps to embed this approach.
Honesty
We strive for total transparency around the pensions our
customers get, what service they can expect and our fees.
We have built a program to focus specifically on the development and enhancement of our values-
based culture, led by our Head of Culture, Inclusion and Wellbeing. We have embedded our values
Innovation
into our performance management approach and throughout relevant policies in order to achieve
We are always seeking to ‘wow’ our customers (and employees)
our strategic goals. Our Senior Independent Director, Mary Francis CBE, enjoys responsibility for
through new and improved ways of doing things.
employee engagement, and we regularly report on our people and culture at a Board level, given
the importance we place on our values-based culture and its success in driving the achievement of
our strategy.
Love
Further details and specific examples of how the Board and Company engage with our employees
can be found on page 34 of the Stakeholders section of the Strategic Report.
From engaging with our customers to product delivery, we go above
and beyond to create an exceptional customer experience.
Quality
We deliver top notch quality, on-time work, and we do what
we say we’ll do. People trust us with their pension savings, and
we need to show them that we deserve that trust.
Simplicity
Whether we are picking up the phone or building our product, we keep
things simple, avoiding confusing jargon and complicated processes.
14
PensionBee Group plc
Our Awards
2021 has been an incredibly strong year for PensionBee and the industry has
recognised our innovation, customer service and our diverse workplace
PensionBee has received a high level of recognition from its customers and third parties for its differentiated customer offering and high standard of customer service.
Since inception, we have received a total of 34 awards, including the following 17 awards received in 2021:
★ Winner
Overall Best Buy for Pensions
★ Winner
Best for Customer Service
★ Winner
Best for Digital
★ Winner
Best for Sustainable Pension
★ Winner
Best for Beginners
★ Winner
DC Innovation of the Year
Boring Money’s Best Buy 2021
Boring Money’s Best Buy 2021
Boring Money’s Best Buy 2021
Boring Money’s Best Buy 2021
Boring Money’s Best Buy 2021
UK Pensions Awards
★ Winner
Pensions Innovation
Finder Investing & Saving
Innovation Awards
★ Winner
Employer of the Year
FTAdviser Diversity in
Finance Awards
★ Winner
ESG Champion - Innovation
Financial Times & Investors
Chronicle Celebration of
Investment Awards
★ Winner
Consumer Champion of
★ Winner
SIPP Provider of the Year
★ Winner
Consumer Champion
★ Winner
Pension Provider of the Year
★ Winner
Best IPO Communications
the Year (Company)
MoneyAge Awards
MoneyAge Awards
of the Year
MoneyAge Awards
PensionsAge Awards
Corporate & Financial Awards
★ Highly Commended
Pension Provider of the Year
MoneyAge Awards
★ Highly Commended
Trailblazing Company of the Year
★ Highly Commended
Pension Provider of the Year
★ Highly Commended
Best Use of Market Research
FTAdviser Diversity in Finance Awards
Workplace Savings & Benefits Awards
Investment Week’s Investment Marketing & Innovation Awards
15
Annual Report and Financial Statements 2021 5 Our Strategy
PensionBee’s strategy is to be the best
universal online pension provider
Our strategy starts with putting the consumer at the heart of everything we do. Consequently, we
focus on further growth of the customer base, offering customers an excellent lifetime product and
service experience, powered by industry-leading technology and world-class investing solutions.
We drive growth through the following combination of factors:
16
1 Efficient Investment in Customer Acquisition and Growing
Brand Awareness
Continued investment in marketing will drive further growth in customers, AUA and revenue. Due
to PensionBee’s broad customer appeal focusing on the mass market, we can adopt large, mass
market advertising channels. We remain focused on continuing to build our mass market brand
identity and becoming a UK household brand name.
Key Highlights for FY2021:
•
Customer acquisition was a core strategic competency for us in 2021 as we continued to
demonstrate our ability to efficiently deploy a rapidly growing marketing budget.
• We delivered net flows of approximately £1bn of AUA in 2021 (excluding market performance)
with improved efficiency. Each £1 of marketing expenditure in 2021 generated £74 of net flows
of AUA as compared to £64 in 2020, indicating an efficiency improvement of close to 20%.
•
•
•
Our new proprietary in-house Data Platform delivered valuable insights across all of our core
marketing channels, and helped to drive decision-making through successive COVID-19 waves.
It has allowed us to optimise marketing spend across channels to grow rapidly while keeping
our Cost per Invested Customer in line with our desired threshold13.
Across 2021, the majority of the marketing spend was deployed on the top three channels as
expected, being TV, Out of Home and Paid Search.
Our ‘Feels so Good’ brand campaign was rolled-out nationally across all channels - advertised
on over 4,500 billboards across the UK and created in excess of 450m impressions. It resonated
with a wide target audience, specifically older age cohorts, which helped to grow our over 50s
customer base.
• We became the official pension partner sponsor of Brentford Football Club (‘Brentford Bees’),
before their historic promotion into the Premier League.
• We have increased our brand mentions through our content-led reports, stories, consumer
advocacy and national media campaigns.
•
Our active participation in government working groups, regulatory and policy development
and consultations has enhanced and developed PensionBee’s position as a consumer
champion.
13 See definitions on pages 30 and 31 of the Measuring Our Performance section of the Strategic Report.
PensionBee Group plc 2 Leadership in Product Innovation
Continued product innovation is central to our strategy. The PensionBee customer proposition has
been enabled by investment in continuous innovation and automation, allowing easy onboarding of
customers and intuitive lifetime self-service. We have a proven track record in innovating and leading the
pensions industry and will continue to develop products and features to cater for consumer demand.
Key Highlights for FY2021:
•
•
This has been another year of product innovations for the PensionBee product helping to
increase our customer base and enabling them to contribute more money into their pensions,
laying the groundwork for expansion of our product offering beyond pensions.
Product developments that reduce friction, enabling us to serve our customers with less and less
human intervention support improvements in our efficiency and operating leverage over time14.
• We launched the ‘Easy bank transfer’ feature that enables a 60 second set up for both one-
off and recurring pension contributions. We expect this to increase net flows from existing
customers. This was achieved through Open Banking technology and a long-term integration
with Plaid software (facilitating secure connection with users’ bank accounts), the setting up of
which will support PensionBee with respect to further open banking data-led features.
• We enhanced our in-app drawdown features, enabling us to offer more streamlined withdrawals
to our drawdown customer base (over the age of 55), which we expect to play a greater role in
our customer acquisition activities going forward as drawdown seeking consumers increasingly
search for easy-to-use technology to access their savings through retirement.
3 Investment in and Development of its Industry Leading
Technology Platform
Our proprietary technology is modern, scalable and secure. The cloud-based and API-driven platform
provides the foundations on which to continue to build dynamic and innovative products, while
maintaining full control over the experience delivered to customers in a cost-efficient manner. The
security and compliance of the technology is a priority, and we maintain a robust information security
assurance framework that is independently audited and certified under ISO 27001. We have made,
and will continue to make, investments in technology to drive further automation and improve the
customer experience.
Key Highlights for FY2021:
• We continued to invest in our technology over the year.
•
Considerable resources were directed towards the Data Platform (in particular the development
of its machine learning capabilities and importing of new data sources into the platform), which
has been instrumental in helping us calibrate decision-making, marketing budget allocation
and to achieve our marketing objectives.
• We recruited a dedicated Data Team, who sit within the technology department, to build
capability and support the automation of data activities in other business areas.
• We added an additional feature allowing drawdown customers to use personalised tax codes,
enabling them to access their pensions more tax efficiently from the outset, enhancing the
•
customer experience for this expanding customer set of more mature customers.
Our technology team also devoted resources to optimising our transfer processes, including
more straight-through automation of light-touch pension transfers.
• We opened up our offering to better cater for the self-employed, allowing them to set up a
• We made ongoing efficiency improvements in consolidation activity to drive productivity.
pension with a contribution, circumventing the need to add a pre-existing pension.
• We upgraded the exit fee and special benefit review and transfer process, reducing transfer friction,
improving speed and conversion, and reducing involvement from our customer services team.
• We launched a new ‘Transfer Tracker’, enabling customers to more effectively track their
pension transfers, and serving to reduce inbound queries.
•
New push notifications allowed customers to take direct actions in the app, providing real-time
transactional information to customers, reducing inbound queries.
• We implemented two-factor Authentication (2FA) across our web and mobile apps, adding
a layer of security to give customers additional peace of mind. This was a highly requested
feature by our customers, particularly those at the stage of withdrawal.
•
Pension provider-based onboarding was a focus, deepening proprietary relationships and
improving communication, creating efficiency improvements.
•
As information security continues to remain critical, we successfully completed our ISO 27001
re-certification audit.
14 Operating leverage indicates scalability in terms of how revenue growth translates into the improvement of
profitability metrics.
17
Annual Report and Financial Statements 2021 4 Focus on Excellent Customer Service
5 Focus on Investment Solutions Designed for Customers
We are focused on making pensions easy to understand and accessible to everyone through simple,
straightforward language and engaging visuals. Industry-leading ratings evidence the excellent
customer service track record. Our scalable technology-led platform is supported by easily accessible
human interaction with ‘BeeKeepers’, providing customers with a dedicated account manager from
the moment they are on the platform, assisting them through the on-boarding process and helping
them understand the platform functionality.
We have partnered with some of the world’s largest money managers (BlackRock, HSBC, Legal &
General and State Street Global Advisors) to manage our customers’ pensions. We continuously use
the feedback we receive from our customers to tailor our investment plan offering to our customers’
preferences. Having responded to customer demand to exclude oil producers from their pensions
by partnering with Legal & General to create one of the UK’s first mainstream fossil fuel free plans in
2020, we then simplified our investment plan offering in 2021 and positioned our ESG credentials of
our entire investment offering more prominently. We will continue to develop investment solutions
Key Highlights for FY2021:
that meet our customers’ needs.
•
Customer service continues to be a distinguishing marker of our offering to consumers. We
Key Highlights for FY2021:
have built and maintained a culture that promotes employee, and in turn customer, happiness.
• We have consistently maintained a high Customer Retention Rate of >95%, which drives
recurring revenue (measured by the Annual Run Rate Revenue).
• We have maintained industry-leading response times on communications, with strong response
• We maintained a market-leading investment proposition by continuing our ongoing
engagement with our asset management partners, solving for customer needs.
• We conduct an annual value for money exercise, to compare the price and performance of our
plan range to similar products. We do this to make sure we continue to offer the best value for
times maintained on all channels (live chat, phone, email).
money plans for our customers in a changing market.
• We maintained our Excellent Trustpilot rating of 4.6★ and app store ratings of 4.8 and 4.7 on
the Apple Store and Google Play Store respectively. Our internally measured Net Promoter
Score score was an industry-leading 63.15
• We are active in managing relationships with existing managers, to ensure they continue to
provide the highest levels of service and security for our customers. We regularly engage with
new asset managers, continuously scanning the market for better value products on behalf of
•
Our excellent customer service has been reflected in the plethora of Awards we have received
for 2021, including winning Boring Money’s Best Buy 2021 for ‘Best for Customer Service’.
our customers.
• We completed the simplification of our investment plan offering to facilitate enhanced
customer decision making by making relevant customer choices more explicit. We simplified
our product range from nine to seven plans. We transitioned our Match Plan customers to our
Tailored Plan (both managed by BlackRock), and our Future World Plan to our Fossil Fuel Free
Plan (both managed by Legal & General).
•
The removal of these plans also enabled us to position the ESG credentials of our entire
investment offering more prominently. We continue to further explore impact-oriented plans
to satisfy growing demand among our customer base.
15 PensionBee’s externally measured NPS is 75. Source: Boring Money, 2022.
18
PensionBee Group plc 19
Annual Report and Financial Statements 2021 6 Our Business Model
We drive value by increasing our recurring
revenues through growing our customer base,
supported by our scalable operational platform
PensionBee provides an easy-to-use technology platform for the mass market, enabling customers
to have control over their pensions. We adopt a simple, transparent fee structure based on the
pension plan an individual chooses after their pensions have been consolidated on our platform. We
do not provide financial advice and we do not charge a fee for the initial consolidation of pensions,
We earn revenue through the administration of our customers’ retirement savings. Our Revenue is
substantially recurring in nature as the annual charges are calculated daily as a percentage (basis
points) of the value of Assets under Administration (‘AUA’) and will continue to be earned on an
ongoing basis whilst PensionBee administers those assets.16 The mix of investment plans has an
impact on the levels of fees charged and therefore Revenue.
AUA and Revenue have historically displayed a very high degree of stability and predictability, testament
to the strength of the customer proposition and PensionBee’s leading market position. Revenue
growth reflects customers’ attitudes and behaviours with respect to contributions, consolidation of
pensions and withdrawals over time. AUA and therefore Revenue grows through existing and new
clients adding more investments into their accounts through pension consolidation and contributions.
We aim to minimise asset outflows with a constant focus on excellent customer service and product
innovation. The direct nature of the relationship between PensionBee and our customers has resulted
in the Company achieving high levels of Customer and AUA Retention Rates (each in excess of 95% as
at 31 December 2021) generating predictable lifetime revenues and cash flows.10
nor an additional platform fee or any one-off fees for switching investments. The ongoing annual
AUA and Revenue are also importantly linked to growth in the underlying market value of the
management fee ranges from 0.50% to 0.95% of an individual’s pension assets depending on the
investments customers hold in their accounts. Stock markets give an indication of investment growth
investment plan chosen, with no minimum pension size requirement.
PensionBee’s business model is built around the following elements:
Efficient Direct-to-Consumer Distribution
We have a direct-to-consumer acquisition model, reflecting the importance of managing the end-
to-end relationship with our customers and having total control over the quality of experience,
which is key to customer retention.
Our direct-to-consumer distribution model encompasses scalable marketing channels, including
search, social media, television, out-of-home advertising and radio. The branding and digital proposition
resonates with a mass market audience, allowing us to advertise efficiently across most prevailing media.
We are disciplined and responsive in our approach to marketing, deploying spend across channels
with a focus on rapid payback, on average within the first few years of acquiring a customer.
Recurring Asset-Based Revenue
PensionBee offers a lifetime customer proposition, designed to enable individuals to fulfil their
retirement savings goals and withdrawal needs. Invested Customers generate growing lifetime
value, with our straightforward charging structure driving predictable, recurring revenue growth
that increases with Invested Customers’ wealth.
20
and the most relevant proxy measure tends to be the movement in the major global stock market
indices, including in the United States and in the United Kingdom. Whilst short-term fluctuations
may decrease the value of AUA, customers’ exposure to the stock market has historically increased
their retirement savings, and therefore our AUA and Revenue, over the longer run.
Scalability of Operations
PensionBee only offers its customers highly liquid, scalable investment management solutions from
the world’s largest asset managers. The investment solutions track prominent global indices and
provide unrestricted capacity for inflows and the highest levels of liquidity.
We continually invest in our technology, product development and our people in an efficient and
disciplined manner. PensionBee’s operations are highly scalable and we expect to benefit from
operating leverage and increasing cost efficiency as we grow.
Our customer proposition is tech-enabled, allowing for easy onboarding of customers and intuitive
self-service throughout a customer’s lifetime. We utilise technology to ensure that our service is as
efficient and automated as possible, such that adding new customers and assets has only a marginal
cost impact. Our technology is scalable and built on dynamic, world-class cloud-native platforms.
We pride ourselves on our excellent customer service, complementing our digital offering with
dedicated customer account managers who offer lifetime customer support. The customer success
team benefits from a single view of the customer, enabling efficient and personalised service.
16 See definitions on pages 30 and 31 of the Measuring Our Performance section of the Strategic Report.
PensionBee Group plc
PensionBee’s Business Model
Proven Customer Acquisition
Customer solution
Revenue
Customer Fees: c.50-95bps(1)
AUA: £2.6bn(2)
Advertising &
Marketing Expenses
Money Managers Fee
BlackRock, HBSC, Legal & General,
State Street Global Advisors
Technology &
Product Development
People
1 Customer fees paid based on the range of funds on offer as at 31 December 2021.
2 Assets under Administration as at 31 December 2021.
21
Annual Report and Financial Statements 2021 7 Market Opportunity
We operate in the vast UK private pensions
market, with a focus on the rapidly growing
pension consolidation opportunity
UK Private Pensions Market
Defined Contribution (‘DC’) Private Pensions Market
For at least the last two decades, successive UK governments have focused on ensuring that
individuals in the UK are saving appropriately for retirement, with a series of major regulatory and
policy initiatives having been introduced over this timeframe. There is now broad consensus across
the political spectrum that the state pension alone will not provide sufficient retirement income and
there is a growing awareness of a related issue, the ‘savings gap’, whereby individuals are not saving
enough to provide for the retirement they expect. As a result, the UK government has promoted the
growth of the private pension market.
A private pension is typically a tax-efficient way to save money for later in life, providing an income
for retirement. Whilst individuals in the UK may rely on a number of sources from which to draw
income during retirement, private pension assets are the largest component of wealth in the UK,
representing a greater proportion of wealth than other types of assets, including property. Private
pensions account for approximately 42% of the £300,000 approximate median household wealth.17
PensionBee’s product proposition is focused on Defined Contribution pensions. Unlike employer
guaranteed (final salary) defined benefit pensions, defined contribution pensions build up a pension
pot using personal and employer contributions (if applicable) plus investment returns and tax relief.
The Defined Contribution Private Pensions Market came to the fore in 2012 with the advent of
automatic-enrolment, a regulatory requirement for employers to enrol eligible employees into
workplace pensions. Automatic-enrolment has resulted in over 10m individuals actively contributing
into a Defined Contribution workplace pension.17 In December 2020, the FCA estimated that there
were a total of 26.7m pension savers within its regulatory perimeter.18 Overall, the UK’s DC wealth
stood at approximately £1.0tr across the average of the 2018-2020 period.
The growth in the UK DC pension market, both in terms of number of individual savers and the
aggregate wealth managed within schemes, is expected to continue owing to the broad shift from
Defined Benefit to Defined Contribution pensions and the simultaneous increase in contributions
The UK private pensions market is vast and the Office for National Statistics (‘ONS’) estimated the UK’s
total private pension wealth to be approximately £6.5tr across the average of the 2018-2020 period.17
supported by regulation.
17 Office for National Statistics - Pension Wealth: Wealth in Great Britain, April 2018 to March 2020, January 2022.
18 Financial Conduct Authority - Evaluation of the impact of the Retail Distribution Review and the Financial
Advice Market Review, December 2020.
22
PensionBee Group plc Pension Consolidation Market
The Pension Consolidation Market (£ bn)
Within the labour market, individuals are increasingly moving jobs more frequently. The average
person now moves jobs 11 times19 in their career and therefore stands to be auto-enrolled in a large
number of pension plans, requiring a consolidation solution. There are many potential advantages
to combining multiple pension pots, including keeping track of and managing pension savings
more easily, reducing charges and choosing desirable investments.
1,400
1,200
PensionBee further segments the DC Private Pensions Market into active workplace pensions, which
benefit from active employer contributions and therefore are rarely transferred, and transferable
1,000
pensions, including deferred workplace pensions and personal pensions (‘Transferable Pensions’ or
the ‘Pension Consolidation Market’).
•
•
Active Workplace Pensions - approximately £302bn of wealth held in pensions into which
individuals or employers are regularly or actively contributing, usually during working life; and
Transferable Pensions (the Pension Consolidation Market) - approximately £722bn of wealth
held in personal and deferred workplace pensions that are no longer receiving employer
contributions. These pensions lend themselves more easily to pension consolidation activities.
PensionBee primarily targets the Pension Consolidation Market, which represents the majority of the
Defined Contribution Pensions Market and has grown rapidly by approximately 65% from the average
across 2014-2016 to the average across 2018-2020.17
PensionBee estimates that there are approximately 35m individuals with an average of two old
pensions to consolidate20 and approximately 4.1m self-employed individuals taking responsibility
for securing their retirement incomes, many of whom may have previously contributed to employer
pensions, whilst others may be seeking to benefit from an easy way to manage their pension
savings.21 Our customer proposition caters for all of these individuals, providing both a consolidation
solution and enabling customers to start a new self-employed pension.
800
600
400
200
0
19 Department for Work and Pensions - Meeting future workplace pension challenges: Improving transfers and
dealing with small pension pots - December 2011.
20 Calculated by dividing £722bn of Transferable Pensions across 2018-2020, by an average of 2 pension pots and
a transferable pension pot value of £10,273, based on PensionBee data as at the end of 2021.
21 Office for National Statistics: Employees and self-employed by industry, February 2022.
1,024
722
302
808
572
236
633
437
196
2014-2016
2016-2018
2018-2020
Active workplace pensions
Transferable pensions (the pension consolidation market)
23
Annual Report and Financial Statements 2021 8 Operating and Financial Review22
22
Continued Growth across all Key Metrics in 2021
Trading for the financial year 2021 has been strong and in line with expectations and guidance.
We have continued to deliver significant growth across all our major Key Performance Indicators, building on the growth achieved in 2020. During 2021, the number of Invested Customers (‘IC’) increased by
70% to 117k23 and Assets under Administration ('AUA') increased by 91% to £2.6bn.24 Revenue increased by 103% to £12.8m25 with growth in Annual Run Rate ('ARR') Revenue of 85% to £16.3m26. Over the last
two years, we have grown our Invested Customer base by a multiple of 3.1x, our AUA by 3.5x, our Revenue by 3.6x and our ARR Revenue by 3.5x.
Growth in Invested Customers
(000s)
Translates into Increasing AUA Base
(£m)
Which Drives Revenue
(£m)
117
2,587
13
3.1x
69
3.5x
1,358
3.6x
6
38
745
4
Dec-19
Dec-20
Dec-21
Dec-19
Dec-20
Dec-21
Dec-19
Dec-20
Dec-21
22 See pages 30 and 31 of the Measuring Our Performance section of the Strategic Report.
23 As at 31 December 2021. Invested Customers (‘IC’) means those customers who have transferred pension assets or made contributions into one of PensionBee’s investment plans. Active Customers (‘AC’) means all customers who have
requested to become an Invested Customer by accepting PensionBee’s terms of business but for whom the transfer or contribution process is not yet completed and all customers who are classified as Invested Customers. Registered
Customers (‘RC’) measures customers who have started the sign-up process and have submitted at least a name and an email address and includes those customers who are classified as Active Customers.
24 As at 31 December 2021. Assets under Administration (‘AUA’) is the total invested value of pension assets within PensionBee Invested Customers’ pensions. It measures the new inflows less the outflows and records a change in the
market value of the assets. AUA is a measurement of the growth of the business and is the primary driver of Revenue.
25 As at 31 December 2021. Revenue means the income generated from the asset base of PensionBee’s customers, essentially annual management fees charged on the AUA, together with a minor revenue contribution from other services.
26 As at 31 December 2021. Annual Run Rate Revenue is calculated using the Recurring Revenue for the month of December multiplied by 12.
24
PensionBee Group plc Marketing Investment to further establish the PensionBee Brand as a Household Name resulted
Over the course of the year we were pleased to see the results of these initiatives translate into
in Strong Customer Growth
As at Year End
Customer base by 70% to 117k by the end of 2021. This delivered an improvement in Same Year
Dec-2021
Dec-2020
YoY
RC:IC Conversion from 17% in 2020 to 18% in 2021.
greater customer reach. Our Registered Customer (‘RC’) base grew by 63% on the previous year
to 658k and our Active Customers (‘AC’) increased by 44% to 172k. Similarly, we grew our Invested
Cost Disciplined Acquisition coupled with High Retention Rates delivered Strong Asset Growth
Advertising and Marketing Expenses
Advertising and Marketing Expenses (£m)
Cost per Invested Customer (£)
(12.9)
246
(8.2)
56%
232 within threshold
Customers
Registered Customers (thousands)23
Active Customers (thousands)23
Invested Customers (thousands)23
Same Year RC:IC Conversion (% of RC)
658
172
117
18%
403
119
69
17%
63%
44%
70%
+1ppt
Customer Retention Rate (% of IC)
AUA Retention Rate (% of AUA)
Opening AUA (£m)
Net Flows from New Customers (£m)
Net Flows from Existing Customers (£m)
In line with our growth strategy, we continued to make a substantial investment in customer acquisition
Net Flows (£m)
using our diversified marketing approach and demonstrating our ability to efficiently deploy a rapidly
growing marketing budget, whilst retaining a tight focus on return on investment. The majority of
Market Growth and Other (£m)
the £55m primary capital raised at the time of our IPO in April 2021 was earmarked for marketing
expenditure and Advertising and Marketing Expenses increased from £8.2m in 2020 to £12.9m in 2021
Closing AUA (£m)
2,587
1,358
accordingly, as we sought to capture market share and rapidly expand our customer base.
During 2021 and as planned, the majority of the marketing spend was deployed across three primary
channels, being TV, Out of Home and Paid Search. We increased our TV advertisements and ran
extensive Out of Home advertising campaigns during opportune months. Our ‘Feels so Good’ brand
campaign was rolled-out nationally across all channels, and we raised our profile by becoming the
official pension partner sponsor of Brentford Football Club and through various other initiatives.
Our new proprietary in-house Data Platform delivered valuable insights across all of our core
channels, and helped to drive decision-making through successive COVID-19 waves. It allowed us
to optimise across channels to grow both rapidly and efficiently, keeping our Cost per Invested
Customer in line with our desired threshold of £200-250, demonstrating our ability to continue to
scale our marketing and distribution channels in a cost disciplined way.
We delivered a 91% year-on-year increase in AUA from £1,358m to £2,587m in 2021. This was
driven by a combination of the cost-disciplined new customer acquisition, the high retention rate
of existing customers who increased their savings with PensionBee, and market growth. Most of the
asset growth (78% or £955m) was generated by Net Flows from New Customers and Net Flows from
Existing Customers, with the balance (22% or £275m) being accounted for by market appreciation.
Growth from new customers represented most of the asset growth of 2021 with Net Flows from New
Customers of £729m (2020: £439m), reflecting our strategy of cost-disciplined new customer acquisition.
We delivered net flows with improved efficiency. Each £1 of marketing expenditure in 2021
generated approximately £74 of net flows as compared to £64 in 2020, indicating an efficiency
improvement of close to 20%.
25
As at Year End
Dec-2021
Dec-2020
>95%
>95%
1,358
729
226
955
275
>95%
>95%
745
439
84
523
90
YoY
stable
stable
82%
66%
169%
83%
n/m
91%
Annual Report and Financial Statements 2021 Over the period we acquired 48,000 (2020: 31,000) revenue-generating Invested Customers. A
higher proportion of these new Invested Customers were older customers with a corresponding
higher average pension size. As such, we have seen an increase in the average pension pot size from
£19,700 in 2020 to £22,000 in 2021.
Our existing customers have continued to see their savings grow, with Net Flows from Existing
Customers of £226m in 2021 (2020: £84m). Since inception, we have consistently enjoyed high
Customer and AUA Retention Rates of >95% and this trend continued to remain stable in 2021. We
saw existing customers consolidating additional pensions into their PensionBee online pension plan
and customers contributing to their pensions while maintaining relatively low levels of withdrawals.
AUA growth also reflected an element of market growth of £275m in 2021 (2020: £90m). As is
customary in the pensions industry, our customers' pensions are invested predominantly in global
equity capital markets, which experienced strong performance during the year, and as such our
asset base benefited from this market appreciation.
We Scaled our Business Efficiently by Investing in our People, Product Offering and Technology
Money Manager Costs (£m)
(2.3)
(0.9)
As at Year End
Dec-2021
Dec-2020
YoY
145%
66%
116%
(7.4)
(6.6)
(4.5)
(3.0)
(14.0)
(7.5)
86%
Employee Benefits Expense
(excluding Share-based Payment) (£m)
Other Operating Expenses (£m)
Technology Platform Costs & Other
Operating Expenses (£m)
Resilient Revenue Margin drove an overwhelming majority of Recurring Revenue
for future growth. Our proprietary technology is modern, scalable and secure. The cloud-based
During 2021, we made further investments in our technology platform to position PensionBee
As at Year End
innovative products, while maintaining full control over the experience delivered to customers in a
and API-driven platform provides the foundations on which to continue to build dynamic and
Dec-2021
Dec-2020
YoY
cost-efficient manner.
Contractual Revenue Margin (% of AUA)
0.69%
0.69%
stable
Annual Run Rate Revenue (£m)
Revenue (£m)
16.3
12.8
8.8
6.3
85%
Considerable resources were directed towards the Data Platform (in particular, the development
of its machine learning capabilities and importing of new data sources into the platform), which
has been instrumental in helping us calibrate decision-making around marketing budget allocation
and in achieving our marketing objectives. We recruited a dedicated Data Team, who sit within
the technology department, to build capability and support the automation of data activities in
103%
other business areas. We dedicated resources towards making ongoing efficiency improvements in
consolidation activity to drive productivity, and optimising our transfer processes, including more
straight-through automation of light-touch pension transfers.
We have translated strong year-on-year AUA growth of 91% over 2021 into 85% growth in Annual
Run Rate Revenue from £8.8m to £16.3m, underpinned by the stable Contractual Revenue Margin.
The Contractual Revenue Margin is the headline annual management fee paid by customers before
applying discounts for incremental pension savings above £100,000. The Contractual Revenue
Margin remained resilient at 0.69% (2020: 0.69%).
As the vast majority of our Revenue is derived from annual management fees charged as a
percentage of AUA, the high retention of customers and AUA makes the overwhelming majority
of our Revenue recurring in nature. Therefore, the Annual Run Rate Revenue for December 2021
enables better measurement of our progress and provides greater visibility and predictability with
respect to future years’ Revenue.
Continued product innovation is central to our strategy. The PensionBee customer proposition has
been enabled by investment in continuous innovation and automation, allowing easy onboarding
of customers and intuitive lifetime self-service. During 2021, continuous product innovations helped
to increase our customer base and enable customers to contribute more into their pensions. Our
product developments reduced friction and enabled us to serve our customers with less and less
human intervention, supporting efficiency improvements and operating leverage over time. For
instance, we launched the ‘Easy Bank Transfer’ feature, enhanced our in-app drawdown features,
added additional features to allow the use of personalised tax codes for customers in drawdown,
opened up our offering to the self-employed and launched a new ‘Transfer Tracker’, to name a few.
26
PensionBee Group plc As a result of the technology platform investments, the Employee Benefits Expense increased to
£7.4m, driven by developments to improve automation and an expansion of engineer headcount.
Headcount increased from approximately 110 average full-time employees in 2020 to approximately
155 in 2021.
Other Operating Expenses increased to £6.6m reflecting increased headcount, acquisition volume
and other fixed costs. The benefit from the investment in automation will position us well on our
path to profitability by the end of 2023.
The second profitability metric that we measure is Adjusted EBITDA, which captures Advertising and
Marketing Expenses but excludes Share-based Payment and Listing Costs. Adjusted EBITDA Margin
improved from (166)% in 2020 to (129)% in 2021.
Other Costs
As at Year End
Dec-2021
Dec-2020
(3.9)
(2.9)
(1.4)
(2.2)
(0.6)
(0.0)
YoY
81%
363%
n/m
85%
n/m
Money Manager Costs increased to £2.3m in 2021 at a slightly higher rate than Revenue, which was
Share-based Payment (£m)
due to an increase in the number of customers selecting funds with incrementally higher money
manager fees.
Profitability Metrics
Listing Costs (£m)
Finance Costs (£m)
Adjusted EBITDA before Marketing (£m)
(3.6)
(2.2)
As at Year End
Dec-2021
Dec-2020
YoY
-62%
Loss before Tax (£m)
(25.0)
(13.5)
Taxation (£m)
0.3
0.2
Adjusted EBITDA Margin before Marketing
(% of Revenue)
Adjusted EBITDA (£m)
(28)%
(35)%
+7ppt
(16.4)
(10.4)
-58%
Adjusted EBITDA Margin (% of Revenue)
(129)%
(166)%
+37ppt
Loss before Tax (£m)
(25.0)
(13.5)
85%
Over the course of 2021, we made further progress towards profitability as operating leverage
increased, in large part due to the scalability of the technology platform.
One of the key profitability metrics that we measure is Adjusted EBITDA before Marketing. This
measure includes Money Manager Costs, Technology Platform Costs and Other Operating Expenses
but excludes Advertising and Marketing Expenses (which generate long-term returns through long-
standing customer relationships), Share-based Payment and Transactions Costs.
A change in Adjusted EBITDA before Marketing is therefore an indicator of short-term operating
leverage. Adjusted EBITDA Margin before Marketing improved from (35)% in 2020 to (28)% for
2021, underscoring the scalability of the technology platform and the effectiveness of new feature
releases that improved the efficiency of customer operations.
Basic Earnings per Share
(11.86)p
(7.67)p
-55%
Loss before Tax increased to £(25.0)m for 2021, in line with our strategy of investing in growth. The
increase can be explained by increased Adjusted EBITDA loss as outlined above, together with an
increase in the non-cash Share-based Payment, non-recurring Listing Costs and Finance Costs.
The increase in Share-based Payment costs is partly explained by the impact of the accelerated
vesting and granting of options at the end of 2020. Another contributor to the cost increase was the
introduction of the new PensionBee post-IPO remuneration structure which included a Deferred
Share Bonus Plan, for which an accrual was recorded.
Listing Costs primarily consist of fees and expenses incurred in relation to the preparation for our IPO
(for which preparation commenced at the end of 2020).
Finance Costs are fees associated with the now cancelled £10m Revolving Credit Facility ('RCF') that
we entered into with National Westminster Bank Plc on 22 March 2021, as part of a prudent liquidity
management strategy. The RCF was never drawn, but a cancellation fee was incurred.
Taxation includes enhanced tax credits in relation to routine Research and Development refunds.
No deferred tax asset has been recognised for the carried forward losses.
27
Annual Report and Financial Statements 2021 Basic Earnings per Share (‘EPS’) was (11.86)p for 2021 (2020: (6,138.63)p). These two EPS figures are
not directly comparable due to a change in share capital as part of the reorganisation ahead of the
IPO, together with the issuance of new shares as part of the IPO itself in April 2021. Adjusting the
2020 EPS for the impact of the IPO gives a comparable EPS of (7.67)p as set out in Note 11 of the
Financial Statements.
Summary Financial Highlights*
As at Year End
Dec-2021
Dec-2020 YoY
Annual Run Rate Revenue (£m)**
16.3
8.8
85%
Financial Position
The Group’s balance sheet remains strong. The cash and cash equivalents balance was £44m
(December 2020: £6.7m). During the year, the Group entered into a new office lease agreement
which resulted in the increase in the right of use and lease liability balances. Trade receivables and
payables growth is attributed to revenue and marketing and technology platform costs respectively.
The Group has no significant borrowings except for the lease liability that arose from the office lease
agreement entered into during the year.
On 24 March 2021, PensionBee Group plc acquired all the issued shares of PensionBee Limited
through a share for share transaction. Every issued share in PensionBee Limited was exchanged for
800 shares in PensionBee Group plc. Every share option was cancelled and replaced by 800 share
options. Through the Group reorganisation, PensionBee Group plc issued 180,054,400 ordinary
shares of £0.001 each and reduced its share premium to create additional distributable reserves. On
26 April 2021, PensionBee Group plc issued 33,333,333 ordinary shares of £0.001 each as part of its
Initial Public Offering (‘IPO’). Each share was issued at £1.65. At the same time, PensionBee Group
plc issued further ordinary shares from share options exercised totaling 8,138,194 ordinary shares
of £0.001 each. The exercise price for each exercised share option was £0.001. The change in equity
and reserves is attributed to the Group reorganisation and exercise of share options during the year.
As of December 2021 the total net asset balance was £43.8m (2020: £6.5m).
Revenue (£m)
12.8 6.3 103%
Money Manager Costs27, Technology Platform
Costs & Other Operating Expenses (£m)28
(16.3) (8.5)
93%
Adjusted EBITDA before Marketing (£m)**
(3.6)
(2.2)
-62%
Adjusted EBITDA Margin before Marketing
(% of Revenue)**
Advertising and Marketing Expenses (£m)
Adjusted EBITDA (£m)**
(28)%
(35)%
+7ppt
(12.9)
(16.4)
(8.2)
(10.4)
56%
-58%
Adjusted EBITDA Margin (% of Revenue)**
(129)%
(166)%
+37ppt
Net cash and cash equivalents increased by £36.8m in the 2021 financial year driven by the IPO in
Basic Earnings per Share
(11.86)p
(7.67)p
April 2021 (2020: net decrease £(3.5m)).
Regulatory Capital and Financial Resources
* See definitions on pages 30 and 31 of the Measuring our Performance section of the Strategic Report.
Loss before Tax
(25.0)
(13.5)
85%
-55%
PensionBee Limited, a subsidiary of the Company, is authorised and regulated by the FCA and
therefore adheres to capital requirements set by the FCA. As of December 2021, the capital resources
stood at £31.7m (unaudited) as compared to a capital resource requirement of £0.9m (unaudited),
resulting in a coverage of 33.7x. We manage our financial resources prudently and have maintained
a healthy surplus over our regulatory capital requirement throughout the year.
** PensionBee’s KPIs include alternative performance measures (‘APMs’), which are indicated with a double asterisk.
APMs are not defined by International Financial Reporting Standards (‘IFRS’) and should be considered together
with the Group’s IFRS measurements of performance. PensionBee believes APMs assist in providing additional
insight into the underlying performance of PensionBee and aid comparability of information between reporting
periods. A reconciliation to the nearest IFRS number is provided in Note 25 of the Financial Statements, ‘Alternative
Performance Measures’ on page 132.
28
27 Money Manager Costs are variable costs paid to PensionBee’s money managers.
28 Technology Platform Costs & Other Operating Expenses comprises Employee Benefits Expense (excluding
Share-based Payments) and technology and operations costs, together with and Other Operating Expenses.
PensionBee Group plc
All my pensions,
now together in one
pot. Utter simplicity!
Andrew
PensionBee customer since 2019
29
Annual Report and Financial Statements 2021 9 Measuring our Performance
When looking at the overall performance of PensionBee, we use a range of key performance indicators (‘KPI’s) to monitor and assess our progress against our strategy.
Financial Performance Measures
Revenue
Annual Run Rate (‘ARR’) Revenue
Loss before Tax (‘PBT’)
Adjusted EBITDA*
Adjusted EBITDA Margin*
2021: £12.8m
2020: £6.3m
2021: £16.3m
2020: £8.8m
2021: £(25.0)m
2020: £(13.5)m
2021: £(16.4)m
2020: £(10.4)m
2021: (129)%
2020: (166)%
Revenue means the income generated from the asset base of PensionBee’s customers, essentially
103%
annual management fees charged on the AUA, together with a minor revenue contribution from
other services.
85%
85%
-58%
Annual Run Rate Revenue is calculated using the Recurring Revenue for the relevant month
(December) multiplied by 12. This alternative performance measure has been selected to provide
a more up-to-date metric for revenue given the amount of AUA in the relevant month.
Loss before tax is a measure that looks at PensionBee’s losses before it has paid corporate income tax.
Adjusted EBITDA is the operating profit or loss for the year before taxation, finance costs, depreciation,
share based compensation and listing costs.
+37ppt29
Adjusted EBITDA Margin means Adjusted EBITDA as a percentage of revenue for the relevant year.
Basic Earnings per Share (‘EPS’)
2021: (11.86)p
2020: (7.67)p
-55%
Basic Earnings per Share is calculated by dividing the loss attributable to ordinary equity holders of
the Group by the weighted average number of ordinary shares in issue during the period.
* PensionBee’s Key Performance Indicators include alternative performance measures (‘APM’s), which are indicated with an asterisk. APMs are not defined by International Financial Reporting Standards (‘IFRS’) and should be considered
together with the Group’s IFRS measurements of performance. PensionBee believes APMs assist in providing additional insight into the underlying performance of PensionBee and aid comparability of information between reporting
periods. A reconciliation to the nearest IFRS number is provided in Note 25 of the Financial Statements 'Alternative Performance Measures' on page 132.
29 A ppt is a percentage point. A percentage point is the unit for the arithmetic difference of two percentages.
30
PensionBee Group plc Non-Financial Performance Measures
Assets under Administration (‘AUA’)
2021: £2.6bn
2020: £1.4bn
91%
AUA Retention Rate (% of AUA)
2021: >95%
2020: >95%
Stable
Registered Customers (‘RC’)
2021: 658k
2020: 403k
63%
Active Customers (‘AC’)
Invested Customers (‘IC’)
2021: 172k
2020: 119k
2021: 117k
2020: 69k
44%
70%
Customer Retention Rate (% of IC)
2021: >95%
2020: >95%
Stable
Cost per IC (‘CPIC’)
2021: £246
2020: £232
Within threshold
Same Year RC:IC Conversion
2021: 18%
2020: 17%
+1ppt30
Assets under Administration is the total invested value of pension assets within PensionBee's
Invested Customers’ pensions. It measures the new inflows less the outflows and records a change
in the market value of the assets. This KPI has been selected because AUA is a measurement of the
growth of the business and is the primary driver of Revenue.
AUA Retention measures the percentage of retained PensionBee AUA from Transfer Outs over the
average of the year. High AUA retention provides more certainty of future Revenue. This measure
can also be used to monitor customer satisfaction.
Registered Customers measures customers who have started the sign-up process and have
submitted at least a name and an email address and includes those customers who are classified as
Active Customers.
Active Customers means all customers who have requested to become an Invested Customer by
accepting PensionBee’s terms of business but for whom the transfer or contribution process is not
yet completed and all customers who are classified as Invested Customers.
Invested Customers means those customers who have transferred pension assets or made
contributions into one of PensionBee’s investment plans.
Customer Retention Rate measures the percentage of retained PensionBee Invested Customers
over the average of the year. High customer retention provides more certainty of future Revenue.
This measure can also be used to monitor customer satisfaction.
Cost per Invested Customer means the cumulative advertising and marketing costs incurred since
PensionBee commenced operations up until the relevant point in time divided by the cumulative
number of Invested Customers at that point in time. This measure monitors cost discipline of
customer acquisition. PensionBee's desired CPIC threshold is £200-£250.
Same Year RC:IC Conversion percentage is calculated by dividing the number of Invested Customers
as at the end of the period by the number of Registered Customers as at the end of the period. This
measure monitors PensionBee’s ability to convert customers through the acquisition funnel.
Contractual Revenue Margin
(% of AUA)
2021: 0.69%
2020: 0.69%
Stable
Contractual Revenue Margin means the weighted average contractual fee rate across PensionBee’s
investment plans (before applying any size discount) calculated by reference to the amount of AUA
held in each plan across the period.
30 A ppt is a percentage point. A percentage point is the unit for the arithmetic difference of two percentages.
31
Annual Report and Financial Statements 2021 10 Stakeholders
We are dedicated to listening to our
stakeholders’ views to understand their
interests and concerns and proactively
engage with what matters to them
By seeking to understand our stakeholders' interests and concerns, we can pay due regard to them
during discussions and consider the possible effect our decisions could have on relevant stakeholder
groups.
Engagement takes place with all our stakeholder groups throughout the Company across all levels.
Such engagement is reported to the Board to inform decision-making and discussions. The Board
also participates in direct engagement with certain stakeholder groups.
A summary of the ways in which the Company engaged with stakeholders having regard to what is
most likely to promote the long-term sustainable success of the Company follows.
32
PensionBee Group plc
Stakeholder Engagement
How we Engaged
Interests and Concerns
Our Responses
1 Our Customers
Continuous high levels of customer engagement:
• 42k calls, 32k live chats, 109k emails cases addressed within
Financial freedom:
• A range of simple, good value for money plans to meet their
24 hours
needs
Extensive collection of customer feedback:
• 165k emails, live chats and phone calls
• c.85% of customers invited to surveys on their investment
views
• >100 in-depth customer interviews conducted
• 500+ customers in the UX community tested new features
• Customers invited to share feedback with the dedicated
customer engagement team via monthly newsletters
Customer ratings:
• 2,821 public Trustpilot reviews during the year (with 94%
rated 5★ Excellent or 4★ Great) ending the year with 4.6★
out of 5 based on 6,288 reviews
• NPS score of 63 (against a financial services industry average
of 56)31
• Clear and transparent charging
• Tools to help ensure they are saving enough
• Knowing their savings are secure
• Being able to easily contact our customer success team
Good health:
• Peace of mind about their financial future
• Knowing their pension does not cause harm to society or
planet
• Having the option to remove fossil fuels from their pension
• Retiring into a safe and fair world
Social inclusion:
• A pension designed for everyone in society
• Investing in companies that pay a Living Wage
• Investing in companies that prioritise diversity and inclusion
by publishing their gender and ethnicity pay gaps
Leadership in product innovations:
• Launch of new self-employed pension
• Launch of ‘easy bank transfer’ feature, through Open
Banking technology
• Enhanced in-app drawdown features
• Enabled use of personalised tax codes for customers in
drawdown
• Roll-out of 2 factor authentication on mobile and web app
Investment solutions designed for customers:
• Simplification of the plan range from nine to seven plans
• Engaged with asset managers on key topics of interest to
our customers - Living Wages, gender and ethnicity pay
gaps
• ESG integration across our core plans
• Conducted our annual Value for Money exercise to ensure
customers continue to have access to good value plans on
the market
Customer service improvements:
• Seasonal Saturday opening
• ‘Book your own BeeKeeper’ offered to customers
Driving better outcomes for our customers:
• Public campaigns to push for better consumer outcomes
and policy interventions on tax relief, gender inequalities
in pension saving, pension switching times and diversity
on boards
• 18 customer case study interviews published in national media
• Customer offer included as part of our IPO, to welcome
customers as shareholders
33
Annual Report and Financial Statements 2021 How we Engaged
Interests and Concerns
Our Responses
2 Our Employees
Regular ways to engage in person/virtually:
• Weekly Company ‘Show N Tell’ sessions
with CEO and Executive Management
Culture and mission:
• Feeling aligned with PensionBee’s
mission and values
• Bi-monthly ‘Happiness’ meetings for
all employees to discuss wellbeing
• Senior Independent Director with specific
responsibility for employee engagement
via Town Hall and Board-led events
• 27 ‘PensionBee Speaks’ events,
led by employees
• Annual ‘Time to Talk’ event,
led by employees
Regular surveys/feedback:
• Annual Diversity, Inclusion
and Engagement survey
• Annual manager feedback survey
• Anonymous reporting tool for
concerns and feedback
Further support:
• Diversity champions
• Mental Health first aiders
• Feeling a sense of belonging
and knowing everyone can
succeed as themselves
Diversity and inclusion:
• Diversity & inclusion celebrations
and social events
• Executive Management leadership on
diversity & inclusion at PensionBee
• Public commitments to diversity,
inclusion and equality
• Supporting neurodiverse
employees, employees with
disabilities and their managers
Remuneration:
• Pay structure and pay gap
reporting and analysis
• Blind internal hiring and
promotion policy
34
Culture and mission:
• Board-led events on gender and work benefits
• Appointed a Head of Culture, Inclusion and Wellbeing to lead a new
program focused on enhancement of values-based culture
• Executive Management team-led events covering themes such as discrimination,
LGBT+ rights, diversity in technology and responsibility in design
• Colleague-led events on monthly themes of body positivity, gender,
neurodiversity, activism and celebrating Black History Month and Pride
• Employee turnover for 2021 was 10%
Remuneration:
• New remuneration policy designed to award all employees
equity incentives, consistent with historic approach
• New performance matrix for each role, aligned to Company’s values and associated culture
• Engagement with diversity and inclusion initiatives specifically captured
within the Executive Management performance matrix
Focus on diversity and inclusion:
• Diversity initiatives added as a Company-wide skill on the
performance matrix to further encourage participation
• Internal hiring process anonymous and task-based
• ‘Equality and Diversity in the Workplace’ training completed by all employees
• 27 ‘PensionBee Speaks’ events held, with guest speakers from the National Autistic
Society, Deafblind UK, AS Mentoring (Autism awareness training) and covering topics
such as designing products with accessibility, disability and neurodiversity in mind
• Working towards becoming a ‘Disability Confident’ employer
• Maintained approximately 50:50 gender parity, consistent with
our commitment to the Women in Finance Charter
• Publicly committed to targets under the Race at Work Charter
• Diversity, Inclusion and Equality Policy with public targets for 2022 published
• Disclosing company and investor signatory of the Workforce Disclosure
Initiative for 2021 (scoring 90% against a sector average of 69%)
COVID-19:
• Offered fully remote working to all employees from March 2020
• All employee engagement opportunities and events are offered
online to ensure everyone can participate or attend
PensionBee Group plc How we Engaged
Interests and Concerns
Our Responses
3 Our Shareholders
• Regular virtual engagements including one-
to-one shareholder meetings, roadshows
and shareholder conferences
• Regular communication of financial and operational
results, including quarterly trading statements and
presentations to shareholders and analysts
• Rapid responses provided to incoming shareholder queries
• All of our employees are, or will become,
shareholders in PensionBee
• We welcomed many of our customers as
shareholders at the time of our IPO
Corporate governance:
Corporate governance:
• Adhering to the highest standards
of corporate governance
• Compliance with public company
reporting and procedures
Business and performance:
• Resilience in a competitive market
• Business integrity
• Highest standards of data and information security
• Business aligned with incoming
regulation and market changes
• Performance against targets
• An experienced and committed Board
and Executive Management team
• Low attrition rates
• Liquidity in the shares
• Became a publicly listed company on the
High Growth Segment of the Main Market
of the London Stock Exchange
• Expected subsequent transition to the Premium
Segment, achieving the highest standard
of corporate governance in the UK
• Structured a customer offer as part of the IPO to
enable customers to become shareholders
• Voluntary compliance with the UK Corporate
Governance Code from IPO
• Voluntary disclosures made in accordance
with the UK Corporate Governance Code
Leadership:
• Further developed the Executive Management
Team, with new additions including Chief
Design Officer and Senior Legal Counsel
Shareholder Relations:
• Shareholders relations managed
internally by CEO, CFO and CCO
• Appointed two corporate brokers to support
engagement with shareholders
• Appointed external PR agency to support
engagement with press, the analyst community
and the shareholder community
35
Annual Report and Financial Statements 2021 4 Our Communities
Interests and Concerns
Our Responses
Creating a fair and just society:
Creating a fair and just society:
• Equal pay for equal work
• Transparent, shared parental leave policies
• Closing the gender pensions gap
• Closing the ethnicity pay gap
• All companies paying wages that represent
the true cost of living in the UK
Businesses that strengthen the societies
in which they operate:
• Widening participation of under-represented groups
in pensions and the financial services industry
• Supporting local communities, partnership building
• Businesses that work to make society fairer
• Published Gender Pensions Gap report in national media
• Published our own Gender Pay Gap
• A member of the ABI’s Transparent
Parental Leave and Pay Initiative
• Accredited Living Wage Employer, paying all employees a
London Living Wage regardless of where they live in the UK
Businesses that strengthen the societies
in which they operate:
• Diversity, Inclusion and Equality Policy
with public targets published
• Joined the steering group of the Diversity Project
• Signed the Tech Talent Charter to drive greater
inclusion and diversity in the UK tech sector
• Held interactive careers workshops with partner school
based on needs and requirements of the students
• Joined the Social Mobility Pledge
• Donated IT equipment to our partner school
• Better reflected our diverse customer
base in our marketing campaigns
• Employees volunteered in schools across London with the
Careers and Enterprise Company’s Give an Hour campaign
• Supported numerous public campaigns led by the
Good Work Coalition to get FTSE100 companies
and supermarkets to start paying a Living Wage
How we Engaged
Surveys:
• Conducted 20 external surveys reaching >6,000 people
regarding their views on climate change, saving habits, the
impacts of the pandemic and pension transfer experiences
Focus groups and interviews:
• Conducted external focus groups with customers
and non-customers on ‘Help us reimagine the
retirement savings system for women’
• Held interactive student workshops and careers
presentations with Q&A with our partner school in Poplar
Strategic partnerships:
• Active participant, signatory and disclosing company
under the Workforce Disclosure Initiative
• Member of ShareAction’s Good Work
Coalition, joining public campaigns
36
PensionBee Group plc How we Engaged
Interests and Concerns
Our Responses
5 Our Suppliers
Supplier onboarding process:
• Assessed, reviewed and selected suppliers that
have adequate controls in place, particularly
Supplier onboarding process:
• Extensive due diligence and suitability
assessment subsequent to a detailed solution
certifications of independent auditing
comparison for our requirements
• Chose suppliers that ensure our customer data is not at risk
of being exposed or misused with voluntary completion
of Data Protection Impact Assessments in some instances
Maintaining and actively monitoring the relationship:
• Managed relationships with suppliers, to ensure
appropriate service provision and be front of line for
feature enhancements or other improvements
• Monitored reporting on SLAs, transactions volume,
interaction with PensionBee customers
• Engaged with Stewardship teams of our asset managers
Supply chain mapping:
• Engaged with our biggest suppliers
on their workforce issues
• Gathered workforce data on our biggest suppliers
• Fair expectation in the delivery of projects
Ongoing relationship:
• Insight into customer trends and survey results
• Product and service innovation
• Value creation and expertise
• Collaborative working opportunities
• Effective governance and operations
• Prompt payment
Oversight of supply chain activities:
• London Living Wages
• Safe and healthy working conditions
Supplier onboarding process:
• PensionBee Supplier Management Policy
• PensionBee Responsible Supplier
Policy and Code of Conduct
• PensionBee Information Security Policy
Sharing best practice on workforce
transparency and disclosures:
• Disclosing company and investor signatory of
the Workforce Disclosure Initiative for 2021
• Asked our suppliers to also disclose under
the Workforce Disclosure Initiative
• Asked that those working in the supply chains
of our top 20 suppliers (84% of our supply
chain) are also paid a Living Wage
• Checked with suppliers that workers in their
own supply chain are protected by effective
discrimination and harassment policies in the
legal jurisdiction in which they operate
Multiple engagements with Stewardship teams of our asset
managers to share our customers’ views on voting around
Living Wage, pay gaps and other areas of importance
37
Annual Report and Financial Statements 2021 How we Engaged
Interests and Concerns
Our Responses
6 Government and Regulators
Direct engagement:
• Regular engagement with Government Ministers, other
government officials and regulators at meetings and events
The Financial Conduct Authority is guided
by three key objectives to:
• Promote effective competition in the interests of
• Regularly invited to join Government working groups
• Wrote directly to MPs, Government departments and policy
makers on matters of crucial importance to our customers
consumers in the markets for regulated financial services
• Secure an appropriate degree of protection for consumers
• Protect and enhance the integrity
of the UK financial system
Government and regulatory consultations:
• Contributed to government consultations regarding the
development of regulation and policies which impact
upon PensionBee, its customers and all pension savers
• Regulatory matters were regularly considered by the Board
Public commentary:
• Frequently commentated on issues of national
importance to our customers and all pension savers,
including Normal Minimum PensionAge, charges,
switching, fee transparency and open pensions
Cross-industry working:
• Member of industry bodies for pensions and fintech
The Minister for Pensions and Financial Inclusion
and the Department for Work and Pensions ('DWP')
seeks to deliver a reliable, high-quality pensions
system in which customers have confidence
DWP’s delivery body Money and Pensions Service,
MaPS, offers impartial, free money and guidance and
leads on the Pensions Dashboards workstream
Direct engagement:
• Steering Group member of Government’s
Pensions Dashboard working group
• Member of the Pension Minister’s
Statement Season working group
• Member of DWP’s Costs and Charges Disclosure Initiative
• Member of the Pension Scams Industry Forum
• Regular engagement via roundtables with DWP
on Simpler Annual Benefits Statements, Charge
Cap, Transfer Regulations and Drawdown Tool
Government consultations:
• Responded to 10 consultations, including FCA’s Diversity
and Inclusion in the financial sector, DWP’s Social Risks
and HM Treasury’s Normal Minimum Pension Age
Public commentary:
• Speaker at Treasury Connect Conference
• Regularly invited to comment on changes to the UK
listing regime and launch of the Kalifa Review
Cross-industry working:
• Member of the ABI
• Member of Innovate Finance
• Key contributor to COADECs Open Pensions agenda
38
PensionBee Group plc How we Engaged
Investment offering:
• Offering a core range of fully ESG screened plans
• Working with managers to expand and
increase screening on all plans
• Offering the UK’s first mainstream fossil fuel free pension
• Asserting customer views for voting on
climate issues with money managers
Minimising our environmental impact:
• Fully remote working offered to everyone at PensionBee
• Recycling or donating used IT
equipment and office furniture
• Paperless pension provider
Strategic partnerships:
• Founder pledge partner of the ‘Make
My Money Matter’ campaign
• Supported ShareAction coordinated shareholder-
led resolutions to stop fossil fuel lending
7 Our Planet
Interests and Concerns
Our Responses
Investments:
• Pensions that build a safe, healthy planet for everyone
• A just and fair transition to a low carbon economy
• Greenwashing
• Minimising the environmental impact of
the biggest corporate polluters
A safe, clean world to retire in:
• Fair access to the world’s resources
• Vaccine equity
• Tacking climate poverty to protect
the most vulnerable societies
• Removing plastics from our ecosystem
• Halting deforestation
Investment offering:
• Implemented screening policy and integration
of ESG into investment range
• Closed plans that could not be ESG screened
• Published our ESG Policy
• Completed SASB reporting 2021
• Hired a dedicated ESG Manager
Minimising our environmental impact:
• Completed Streamlined Energy and
Carbon Reporting (SECR) 2021
• New office that uses 100% renewable
REGO sustainable green electricity
• Continued to be one of the UK’s only
fully paperless pension providers
• Cloud-hosted web services remove the need for servers
• Fully remote working offered to all
employees to reduce travel
• Bicycle storage and showers available for
those who wish to cycle to work
• Old IT equipment donated to our partner school
• Old office equipment recycled
Strategic partnerships:
• Campaigned publicly for industry to
reduce widespread use of paper
• Publicly supported multiple shareholder resolutions led by
ShareAction to stop fossil fuel financing by major banks
39
Annual Report and Financial Statements 2021 Section 172 Statement
Section 172 of the Companies Act 2006 (‘s172’) requires Directors to act in the way they consider,
in good faith, would be most likely to promote the success of the Company for the benefit of its
shareholders as a whole and, in doing so, have regard to matters including the items set out in the
table that follows.
The Board seeks to understand and carefully consider our key stakeholders' interests, concerns and
The likely consequences of any
perspectives. The Board recognises that each decision will have a different impact and relevance to
decisions in the long term
each stakeholder, so a sound understanding of their priorities is key. The Board exercises independent
judgement when balancing any competing interests in order to determine what it considers to be
the most likely outcome to promote the long-term sustainable success of the Company.
Section 172 Requirement
Further Information
About Us, pages 9-15
Our Strategy, pages 16-18
Our Business Model, pages 20-21
Operating and Financial Review, pages 24-28
Measuring our Performance, pages 30-31
Stakeholders, pages 32-40
Managing our Risks, pages 52-55
Whilst the Board engages directly with some groups of stakeholders, engagement takes place at all
About Us, pages 9-15
levels of the Company, across the business. Feedback from engagement below and at Board level
The interests of the Company’s employees
Stakeholders, pages 32-40
is reported back to the Board and the Board Committees to help inform Board decision-making.
ESG Considerations, 42-51
Further detail on how the Board operates, including certain of the matters it discussed during the
year, having regard to its s172 duties, are contained on pages 63 to 68 of the Corporate Governance
Statement within the Corporate Governance Report.
Further details and specific examples of how the Board and Company engage with our stakeholders,
and their interests and needs, can be found above on pages 32 to 39 of this Stakeholders section.
The need to foster the Company’s
business relationships with
suppliers, customers and others
About Us, pages 9-15
Our Strategy, pages 16-18
Stakeholders, pages 32-40
ESG Considerations, pages 42-51
The impact of the Company’s operations
Our Strategy, pages 16-18
on the community and environment
Stakeholders, pages 32-40
About Us, pages 9-15
ESG Considerations, pages 42-51
The desirability of the Company
Managing our Risks, pages 52-55
maintaining a reputation for high
Corporate Governance Statement, pages 63-68
standards of business conduct
Audit and Risk Committee Report, pages 74-79
The need to act fairly as between
shareholders and the Company
Stakeholders, pages 32-40
ESG Considerations, pages 42-51
Corporate Governance Statement, pages 63-68
40
PensionBee Group plc 41
Annual Report and Financial Statements 2021 11 ESG Considerations
Introduction
PensionBee’s mission is to make pensions simple, so that everyone can look forward to a happy
retirement. We work to make this vision a reality for our customers, in the form of financial freedom,
good health and social inclusion.
At PensionBee we are guided by five core values, which ensure that we always do the right thing by
all our stakeholders. These values are Love, Honesty, Quality, Simplicity and Innovation.
We believe that effectively managing our Environmental, Social, and Governance (‘ESG’) priorities
will help preserve our resilience and drive long-term value for all our stakeholders. We pursue our
ESG work transparently, disclosing our targets and relevant metrics. We believe this approach
supports accountability and helps our stakeholders to be informed about our progress.
During 2021, we integrated ESG into our investment range, closing two plans that could not be
screened under our ESG policy. We continued to minimise our impact on the environment through
our remote working policy and as a paperless provider, encouraged other pension companies to
stop sending out millions of paper statements each year. We also hired a dedicated ESG manager,
who will lead on our reporting and assist with our stakeholder engagement work.
This year we disclosed under the Sustainability Accounting Standards Board (‘SASB’) framework, the
Workforce Disclosure Initiative (‘WDI’) and the Streamlined Energy and Carbon Reporting (‘SECR’)
framework for the first time. As part of our commitment to increasing our transparency in all the
strands of ESG, we will disclose under additional frameworks as data becomes available and in the
area of climate-related disclosures as it relates to future incoming regulation.
42
PensionBee Group plc
1 Environmental (Our Planet)
As an online pension provider with a total workforce of 177 individuals31 and a small office footprint,
PensionBee has a relatively small direct impact in terms of the environment and other sustainability
issues. However, with Assets under Administration of approximately £2.6bn at the end of the 2021,
we have the opportunity to have a greater influence and positive impact through the portfolios
managed by our asset manager partners.
Integration of ESG into our Investment Plans
As a result of index-based investing, our customers are the owners of thousands of companies
around the world. At PensionBee, we believe in the ‘engagement with consequences’ approach,
meaning we want to work with all companies to help them become better corporate citizens
and create an investment system that rewards positive impact on our society and our planet.
Nevertheless, we recognise there will always be some companies that it is not possible to engage
with as a result of their business activities and that many of our customers wish to entirely exclude
certain companies from their pensions.
Through 2021, we worked with our asset managers to introduce ESG screening for violators of
the United Nations Global Compact (‘UNGC’), manufacturers of controversial weapons32 and to
increase screens on tobacco and fossil fuels. Additionally, and as part of our ongoing commitment
to screening and integration of ESG issues, we closed two investment plans (the Match Plan and the
Future World Plan) that could not be sufficiently screened due to legacy components.
We seek to apply baseline ESG exclusionary screens where both the asset class and the plan
investment objectives allow. Firstly, screens can be applied to equities and fixed income but
cannot yet as easily be applied to gilts, government bonds, cash or alternative investments such
as commodities or REITs. Secondly, other objectives, such as ‘values / religion-based investing’, will
take precedence over any screens.
The equity and fixed income portions of our core plan range are fully screened for violators of the
UNGC and manufacturers of controversial weapons. Screened plans are: the Tailored Plan, Tracker
Plan, Fossil Fuel Free Plan and Pre-Annuity Plan, which together represent over 93% of the asset base.
In addition to applying baseline screens, we are reducing our overall exposure to tobacco and
thermal coal over time. The Tailored Plan, our largest plan by customers and assets, is also >98%
screened for tobacco, thermal coal, civilian firearms and nuclear weapons. Our asset managers use
FTSE and MSCI definitions for their exclusions.
31 As of 31 December 2021. Includes 172 UK employees, 1 UK contractor and 4 non-UK contractors.
32 Controversial weapons are weapons that have an indiscriminate and disproportional impact on civilian
populations. A number of international conventions and treaties prohibit or limit the use of these weapons,
which are defined as anti-personnel landmines, cluster munitions, and chemical and biological weapons.
43
Annual Report and Financial Statements 2021 Our sustainable option, the Fossil Fuel Free Plan, was created and introduced in direct response to
customer demand in 2020, and was the first mainstream plan of its type. The Fossil Fuel Free Plan
screens out companies with proven or probable fossil fuel reserves and companies that provide
services to the fossil fuel industry along with tobacco companies, controversial weapons companies
and UNGC violators. The index it tracks tilts towards Paris-aligned companies using a Transition
Pathway Initiative methodology. We introduced this investment plan to cater for the growing
number of customers who want a pension that tackles climate change.
Customer Surveys
In 2021 we invited approximately 85% of our customer base to participate in a survey on their
investment views. We regularly survey our customers to ensure that the investment plans we offer
continue to meet their evolving needs and views. We also use this survey data to engage with our
money managers on the environmental issues of most importance to our customers and to publicly
support other institutional investors in their shareholder-led resolutions. In 2021 we used survey
data from customers in our Tailored Plan to encourage our managers for change through voting.
As a result of those surveys we are now progressing towards obtaining our own votes, which will
mean that in the future we can vote directly on the most important issues for our customers, and
not through the money manager.
Customers in our Fossil Fuel Free Plan also expressed a desire to expand the exclusion criteria of
the plan by removing companies that provide services to the fossil fuel industry. We approached
Legal & General, the manager of the plan, who made a commitment to both removing these
companies but also continuing to evolve the plan in the future, in line with the views of investors.
This survey also revealed a growing number of customers who want a pension that directly plays
a part in solving the world’s biggest environmental challenges, something that we have begun to
look at. We will continue to take a customer-led approach to our investments in 2022 and beyond.
Minimising our Impact on the Environment
We offer fully remote working to all employees, which greatly reduces commuting emissions for
those who wish to work permanently from home, as well as allowing us to recruit from further
afield. We also have low business travel emissions as most of our meetings are held virtually or in
central London, where we are based. Our office is centrally located and easily accessible by public
transport. We also offer bike storage and showers for those who wish to run, walk or cycle. Our new
office premises on Blackfriars Road use 100% renewable REGO sustainable green electricity and are
committed to reducing carbon emissions each year.
PensionBee is a paperless pension provider. Our communications are digital, with annual
statements available to download in the BeeHive. We estimate the pensions industry still sends
out 40m paper packs each year by post and we have long campaigned for other providers to
reduce their use of paper.
44
We donate old working laptops to our partner school, Langdon Park School, which are used by their
careers service to increase employability prospects through online training and skills development.
Other office equipment is recycled or given away to employees.
Environmental Awards
During 2021, we were proud to have achieved recognition for our focus on and achievements
relating to our environmental impact, including:
• Winner: Financial Times & Investors Chronicle Celebration of Investment Awards - ‘ESG Champion
- Innovation’. (Fossil Fuel Free Plan)
• Highly Commended: (Investment Week) Investment Marketing & Innovation Awards - ‘Best Use
of Market Research’. (Fossil Fuel Free Plan)
• Shortlisted: Business Green Awards - ‘Marketing Campaign of the Year’ and ‘ESG Investor of the
Year’.
• Shortlisted: Growth Investor Awards - ‘Industry Game Changer’ and ‘ESG Champion of the Year’.
• Shortlisted: Financial Times & Investors Chronicle Celebration of Investment Awards - ‘ESG
Company of the Year’, ‘Community’ and ‘Innovation’.
Disclosures
This year we disclosed under the Sustainability Accounting Standards Board (‘SASB’), Workforce
Disclosure Initiative ('WDI') and Streamlined Energy & Carbon (‘SECR’) reporting frameworks for the
first time. As part of our commitment to increasing our transparency in all the strands of ESG, we will
disclose under additional frameworks as data becomes available and in the area of climate-related
disclosures as it relates to future incoming regulation.
We began to report under the Sustainability Accounting Standards Board (SASB), (under our primary
SICS industry Financials - Asset Management & Custody Activities) and began work on our own ESG
materiality assessment.
We have also begun reporting under the new Streamlined Energy & Carbon (‘SECR’) Reporting
requirements. We have reported on all of the emission sources required under the Companies Act
2006 (Strategic Report and Directors’ Reports) Regulations 2018.
The SECR disclosure can be found on pages 97 to 103 of the Director’s Report within the Corporate
Governance Report.
PensionBee Group plc 2 Social (our Employees, our Customers and our Communities)
Diversity & Inclusion
We have a well established history of fostering diversity and inclusion. Diversity and inclusion are
aligned with our vision of living in a world where everyone can look forward to a happy retirement. We
believe that one aspect of achieving a happy retirement is social inclusion.
In 2021, we published our Diversity, Inclusion and Equality Policy, which outlines our approach
to diversity and public commitments. Our aim is for our team to be representative of all areas of
society, across all levels of the business, to better reflect and represent our diverse customer base.
We welcome everyone regardless of gender, race, origin, religion, size, age, sexuality or disability and
will not tolerate any conduct which harms others.
We are committed to:
• Providing equality, fairness and dignity for everyone in our team.
• Opposing and preventing all forms of unlawful discrimination.
• Creating a working environment free of bullying, harassment, victimisation and unlawful
discrimination, where every person’s individual differences and contributions are valued and
respected.
We are working towards the following goals:
• Maintaining at least 50% women and minority gender balance at all levels.
• Increasing representation of all minority ethnicities to match the UK population across all levels
of the business (as defined by the 2011 census).
• In 2021, we maintained our target of 50% female representation on the Board and Executive
Management Team and achieved gender parity across all levels of the business, with more than
40% of employees being from minority ethnic groups across the Company.
• In the workplace, our ambition is to create the kind of workplace all PensionBee employees want
to work at, and as such we are focused on promoting equality, diversity and inclusion, preventing
unlawful discrimination, respecting and protecting human rights and ensuring that everyone
feels respected and safe at work.
45
Annual Report and Financial Statements 2021 Workforce Composition
Composition of PensionBee’s Workforce in Leadership Positions by Race or Ethnicity36
Race or Ethnicity Category
Board Level
Executive Management Level
0%
0%
0%
0%
0%
100%
13%
13%
0%
0%
0%
74%
As of 31 December 2021, PensionBee had a total workforce of 177 individuals.33 We achieved an
approximate 50:50 gender split, with 51% of employees identifying as female, 49% identifying as
male and 1% identifying as non-binary.34
We conduct an annual Diversity, Inclusion and Engagement survey in June each year, which all employees
are invited to participate in on a voluntary basis, the results of which are shown below for 2021.
Composition of PensionBee’s Workforce by Race or Ethnicity35
Racial or Ethnic Background
Percentage of
UK as per 2011
London as per
Employees
Census
2011 Census
Latinix/Hispanic
Asian or Asian British
Black, African, Caribbean
or Black British
Mixed or Multiple Ethnic Groups
Latinix/Hispanic
Other Ethnic Groups
10%
17%
10%
3%
1%
8%
3%
2%
1%
1%
19%
13%
5%
3%
3%
White
58%
86%
60%
Asian or Asian British
Black, African, Caribbean
or Black British
Mixed or Multiple ethnic groups
Other ethnic groups
White
Diversity Awards
In 2021, we were proud to have achieved recognition for our focus and achievements in diversity,
including:
★ Winner: FTAdviser Diversity in Finance Awards - ‘Employer of the Year’.
★ Highly Commended: FTAdviser Diversity in Finance Awards - ‘Trailblazing Company of the Year’.
Composition of PensionBee’s Workforce in Leadership Positions by Gender36
★ Shortlisted: PensionsAge Awards - ‘Diversity’.
Seniority Level
Board
Executive Management
Percentage of
Workforce
3%
5%
Percentage Female
Percentage Male
Company of the Year’.
★ Shortlisted: AltFi Awards - ‘Fintech Of The Year’ and ‘Diversity and Inclusion Initiative Of The Year’.
★ Shortlisted: FTAdviser Diversity in Finance Awards - ‘Employer of the Year’ and ‘Trailblazing
60%
50%
40%
50%
Workforce Disclosure Initiative
33 Includes 172 UK employees, 1 UK contractor and 4 non-UK contractors.
34 Data excludes 9 individuals who did not self identify.
35 Data as of June 2021. PensionBee’s Workforce includes all permanent employees but excludes the Board.
36 Data as of June 2021. PensionBee’s Workforce includes Board and Executive Management.
46
In 2021, PensionBee disclosed for the first time under the WDI. The WDI aims to improve corporate
transparency and accountability on workforce issues, provide companies and investors with
comprehensive and comparable data and help increase the provision of good jobs worldwide.
PensionBee Group plc
Our first year disclosure score under the WDI was 90%, as compared to a financial sector average of
69% and an average all company disclosure score of 68%.
PensionBee is also an investor signatory of the WDI, part of an investor coalition of 53 institutions,
with $7.5tr in assets under management, that comes together to set the global standard for
workforce disclosures and to campaign for the improvement of conditions of workers around the
world.
Paying a Living Wage
PensionBee is an accredited Living Wage Employer, furthering its mission to champion diversity
and representation in the pensions industry. We pay all our employees a London Living Wage at a
minimum, regardless of where they are located across the UK.
PensionBee is also a member of ShareAction’s Good Work Coalition, where we regularly support
public campaigns to address income inequality, tackle in-work poverty and lobby FTSE-listed
companies to pay their employees a fair wage.
Gender Pay Gap
As a member of the Women in Finance Charter, which seeks to see gender balance at all levels
across financial services firms, we regularly report publicly on female representation. We have
achieved 50% female representation across our employee base, across all levels of our business.37
As at 31 December 2020, PensionBee measured a median hourly pay gap of just 4% and a median
bonus pay gap of 0% among our employees. This gap was in line with PensionBee’s target of 0%
with a variance of 5% above or below owing to the overall size of the employee base to 1.6% as
measured in December 2021 .
• Recruit women who have the potential to reach senior management.
• Support the career development and progression of women at mid-tier level to senior roles.
• Recruit females into roles that traditionally do not have gender diversity, such as developers and
other technology roles.
PensionBee’s Shared Parental Leave Policy
Becoming a parent is a life changing moment and providing support for all new parents as they
navigate this stage in their life journey is key. Our Shared Parental Leave Policy aims to address
some of the challenges that face parents, and support them in maintaining an engaging, and
fulfilling career alongside their new responsibilities and applies to anyone taking on parental duties,
regardless of their biological relationship to the new arrival and regardless of gender.
Employee Engagement
Aligning with our values of Honesty and Love, we take active steps to involve and consult employees
where we can, to make sure everyone is listened to and well represented. We have a number of on-
going initiatives in place to make sure our employees are listened to and well represented:
• Weekly all-Company Show & Tell meetings with CEO and Executive Management team.
• ‘Happiness!’ meetings for employees to discuss their wellbeing with their manager bi-monthly.
• Annual Diversity, Inclusion and Engagement survey.
• Annual manager feedback survey.
• Workforce engagement events with the Board.
• Anonymous channels for employees to submit any requests, concerns, issues they may have.
• ‘Diversity Champions’ appointed with the aim of helping represent employees and to promote
diversity and inclusion within the Company.
Number of Employees
• Qualified Mental Health First Aiders, trained to provide mental health support to our employees.
Median Hourly Pay Gap
Median Bonus Pay Gap
Pay Gap
1.6%
0%
138
138
In 2021, we were pleased to have initiated ‘Town Hall’ meetings for all employees to have the opportunity
to meet and engage with the Board, addressing employees’ queries and concerns. Our Senior
Independent Director, Mary Francis CBE, the Director responsible for employee engagement, hosted
our 2021 employee engagement event, facilitating discussion on themes suggested by and voted for by
employees, including themes from the diversity survey this year. All our events and meetings are hosted
online in order to maximise participation and inclusion. We also appointed a Head of Culture, Inclusion
and Wellbeing to lead a new program focused on the enhancement of our values-based culture.
47
There is increasing evidence that gender-equality interventions deliver benefits, both in
terms of worker satisfaction and business performance. We intend to continue to:
37 Data as of September 2021.
Annual Report and Financial Statements 2021 Another initiative that we are proud of is our ‘PensionBee Speaks’ series, which provides the opportunity
for employees, or friends of PensionBee, to lead talks on issues that they are passionate about, raising
awareness and empowering our employees to speak up. Examples included: anti-racist and anti-sexist
hiring, trans inclusion, traveller rights, the body positivity movement and abortion rights.
Measuring our progress and seeking feedback from our employees on how we are faring is
important. Our annual Diversity, Inclusion and Engagement survey of all our employees explores
themes related to well-being, longevity and remuneration. The data suggests that people largely
feel aligned with the company’s mission, vision and values and that their job helps them stay
Would you recommend
working at PensionBee
to a friend?
Do you feel a sense
of belonging at
PensionBee?
connected to PensionBee’s goals.
Customer Engagement
Our mission is to make pensions simple, so that everyone can look forward to a happy retirement.
We work to make this vision a reality for our customers, in the form of financial freedom, good health
and social inclusion. We help our customers take control of their finances and help fight for their
rights as savers. We act to prevent our customers’ investments from damaging their health, so they
can enjoy bigger pensions for longer. We support savers from all social backgrounds and aim to
address financial inequality wherever it exists.
There are a number of ways in which we engage with our customers. They regularly receive the
opportunity to share their feedback via our dedicated Engagement team, customer case study
interviews, by email, or through one of the many surveys we run on a variety of topics.
During the course of 2021, PensionBee customers shared 165,000 pieces of feedback (through email,
live chat or phone call), which was tagged and recorded, and which helped to drive our product
road map, making sure that we prioritised features that resonated with our customers’ needs.
Customer interviews formed another integral part of our engagement work. We conducted over
100 in-depth case study interviews in 2021, led by our product design and engagement teams. In
2021, our customers’ voices and stories were featured widely across national media, amplifying our
customers’ voices and serving to change perceptions of pensions and deepen the understanding of
the experiences of ordinary pension savers. We do this in order to improve the pensions system for
all savers in the UK.
Closing the Gender Pensions Gap
Currently, an obstacle to achieving financial freedom for everyone is the gender pensions gap,
which is on average 38% and almost 60% in some parts of the UK.38 We believe that bold action
is required to challenge this gap, so that women can enjoy similar levels of wealth in retirement as
men. This is particularly important as women tend to live longer and often bear their own care costs.
38 Source: PensionBee research: ‘2021 gender pensions gap analysis by region’.
48
92%
Favourable
4%
Unfavourable
4%
Rather not say
93%
Favourable
4%
Unfavourable
3%
Rather not say
Do you feel listened
to by PensionBee?
Do you feel aligned with
PensionBee’s mission,
vision and values?
86%
Favourable
12%
Unfavourable
2%
Rather not say
96%
Favourable
2%
Unfavourable
2%
Rather not say
PensionBee Group plc In 2021, PensionBee published a report on the economic case for gender-inclusive, paid parental
leave entitled ‘What would women’s pensions look like if there wasn’t a gender pay gap'.39 In the
report, which was widely covered in national media, we modelled policy interventions that would
close the gender pensions gap. To further our understanding in this area we started working with
More Diverse Voices, on co-designed workshops to explore women’s experiences of barriers to
saving for retirement, through focus groups, individual interviews and surveys. We invited female
Working with Local Schools
We worked with different local state schools via the Careers & Enterprise Company and Give an Hour
throughout 2021. We have a long term partnership with a local state secondary school in Tower
Hamlets, Langdon Park School, having held a role as an Enterprise Advisor for them since 2020. At
Langdon Park School, approximately 50% of the students are on free school meals and English is not
customers and non-customers to help us re-imagine the pension system for women. The project
a first language for more than 80%% of the student population.
has influenced some of our product and campaign work that we are planning for 2022.
Charters, Pledges and Social Impact Initiatives
To support our vision of living in a world where everyone can look forward to a happy retirement,
During 2021, members of our Executive Management and Senior Management teams delivered
multiple presentations and workshops, covering topics such as careers in finance, personal
budgeting and interview preparation. We co-designed a PensionBee work experience program to
be delivered during 2022, to increase participation in pensions and financial services. Lastly, we
we are proud to have publicly committed to the following initiatives in 2021:
donated laptops to the school’s career service.
• ABI Transparent Parental Leave and Pay Initiative40
• Accredited Living Wage Employer41
• Careers & Enterprise Company42
• Make My Money Matter43
• Race at Work Charter44
• Social Mobility Pledge45
• Tech Talent Charter46
• The Diversity Project47
• The Workforce Disclosure Initiative Investor Coalition48
• Time to Talk (Time to Change)49
• Women in Finance Charter50
39 https://www.pensionbee.com/resources/pensionbee-report-womens-pensions-if-no-gender-pay-gap.pdf
40 https://www.pensionbee.com/press/abi-transparent-parental-leave-and-pay-initiative
41 https://www.pensionbee.com/press/pensionbee-becomes-accredited-living-wage-employer
42 https://www.careersandenterprise.co.uk
43 https://makemymoneymatter.co.uk
44 https://www.pensionbee.com/press/pensionbee-signs-the-race-at-work-charter
45 https://www.pensionbee.com/press/pensionbee-joins-social-mobility-pledge
46 https://www.techtalentcharter.co.uk/home
47 https://diversityproject.com
48 https://shareaction.org/investor-initiatives/workforce-disclosure-initiative
49 https://www.time-to-change.org.uk
50 https://www.pensionbee.com/women-in-finance
49
Annual Report and Financial Statements 2021 3 Governance (our Regulator, our Shareholders, our Suppliers)
Engagement with the Industry and Regulators
We have always been an active participant in industry groups and forums. Regularly invited to
participate in Government working groups, in 2021 we were part of the Department of Work and
Pensions’ (‘DWP’) Statement Season Group and the Costs and Charges Disclosure Initiative. Romi
Savova also sits on the Steering Group for the Government’s Pensions Dashboard Working Group.
We were invited to speak on a number of panels and tech roundtables on topics ranging from the
Smart Data Right, open pensions, responsible investing, financial wellbeing, the Kalifa Review’s
proposed changes to the UK listing regime and at HM Treasury’s Connect Conference.
2021 was a busy year for Government consultations and we actively engaged and responded to
consultations that impacted our customers and our business. Our vision is for our customers to
achieve financial freedom and a core part of that is ensuring we have a policy environment that
allows all savers to take control of their finances and fight for their rights as savers.
In order to help our customers achieve financial freedom, we publicly spoke out about a number of
policy interventions in 2021. We warned of the dangers of a two-tier retirement system51, following
Her Majesty’s Treasury (HMT) proposal on the Normal Minimum Pension Age, and on the benefits
of introducing a flat pensions tax relief rate52. We used our own data to warn that DWP’s Statement
Season could put 10.6m pension savers at risk of scams53 and that the drawdown comparator tool
was not fit for purpose.54
We were pleased to respond to two Financial Conduct Authority consultations on diversity in the
financial sector and diversity on boards. In both consultations we responded that there should be an
explicit requirement for all regulated financial services firms to disclose their workforce data under
the WDI and to publish their responses on their website in order to demonstrate progress over time
and enable stakeholders to hold firms accountable.
We are members of the ABI and Innovate Finance and a key contributor to COADEC’s work on open
pensions.
51 https://citywire.com/new-model-adviser/news/govt-pension-age-reform-will-create-two-tier-retirement-system/a1481055
52 https://www.pensionsage.com/pa/Govt-urged-to-consider-to-universal-tax-relief-as-millions-of-high-earners-
miss-out.php
53 https://www.ftadviser.com/pensions/2021/11/26/statement-season-could-put-10-6m-pension-savers-at-risk
54 https://www.ftadviser.com/pensions/2021/03/18/government-s-investment-pathway-tool-not-fit-for-purpose
50
PensionBee Group plc Transfers Out / Scams
Privacy & Data Security
We continued to be an active member of the Pension Scams Industry Forum (‘PSIF’) in 2021,
We take the security of our customers’ personal information very seriously. We take administrative,
attending monthly meetings with representatives from across the ‘scams community’. We follow
legal, technical and physical precautions to ensure the security of personal information in accordance
the principles of the PSIF Code of Good Practice in all suspicious transfer out requests and also share
with the UK General Data Protection Regulation. We use personal information in accordance with
scams intelligence with other members of the community.
our Privacy Policy.
In 2021, PensionBee became a member and signatory of The Pensions Regulator’s Pledge to
All communications between our customers’ browsers and our website are secured using 128-bit
Combat Pension Scams. We welcomed the new transfer regulations and powers for providers to
TLS encryption, to ensure that only people authorised to view their personal information can do so.
block pensions scams in 2021. We continue to work collaboratively with the rest of the industry to
Information is stored in secure databases and data centres accredited to multiple internationally
warn members about the risks of scams and campaign for additional protections for savers.
recognised standards. Our security controls are tested on an annual basis by independent experts
Inviting Customers to Participate in our IPO
and PensionBee maintains certification to the ISO/IEC 27001:2013 standard for information security
management systems. PensionBee systems undergo an annual vulnerability assessment as part of
certifying to the Cyber Essentials Plus scheme.
PensionBee customers are at the heart of everything we do, so when it came to our IPO, we wanted
to make sure they had the opportunity to invest and become shareholders, something that is not
Customers are additionally protected from identity fraud and account compromise using a variety
always made possible for retail investors. In 2021, we partnered with PrimaryBid, the retail investor
of techniques including digital customer identity verification, which incorporates a cutting-edge
platform, to offer all our Invested Customers at the time the opportunity to invest, alongside raising
facial similarity check, bank account verification and multi-factor authentication.
new institutional funds. We were delighted that so many customers took up the chance to become
shareholders and we look forward to continuing to engage with them through quarterly updates
given to the market and at our first Annual General Meeting.
Corporate Governance
Supply Chain Mapping
We act ethically in all business dealings and we expect our suppliers to uphold these principles too,
urging them to adopt similar policies within their own businesses. As all our largest suppliers are
large companies based in either the UK or Ireland, they are subject to Modern Slavery legislation,
Gender Pay Gap reporting requirements, FCA regulation and other comparable EU legislation (in
Ireland) as applicable. As the bulk of our suppliers provide technology or online advertising services
and are based in low-risk countries, we have assessed the threat of human rights issues in their
businesses and supply chain to be low risk.
In 2021, we engaged with our suppliers on their workforce issues, including topics such as use of
contractors, Living Wages, upholding human rights (including in their own supply chains), right of
association and policies on discrimination and harrasment. We have also asked our main suppliers
to disclose under the WDI.
Further details on the Company’s approach to governance can be found on pages 63 to 68 of the
Corporate Governance Statement within the Corporate Governance Report.
We have set out in the Corporate Governance Statement how we have applied the Principles of the
Code and have included cross references throughout it as to where further supporting information
may be contained. The Board and the Committees believe that they have upheld the Code through
their work and are able to report no instances of non-compliance against the Code from the
Company’s listing to 31 December 2021.
51
Annual Report and Financial Statements 2021 12 Managing our Risks
The Risk Management Framework
First Line of Defence
The first line of defence is directly embedded in the business activities and is managed by department
heads or other sufficiently senior employees at PensionBee. Risks are brought to the attention of the
first line by the second line and vice versa. The first line of defence is required to implement the
Company’s risk management policies.
The Board is ultimately responsible for establishing the risk appetite and the risk management
framework at PensionBee. The Board has appointed the Audit and Risk Committee to assist with the
Second Line of Defence
oversight of risk management activities.
We maintain a comprehensive risk management framework and risk management is acknowledged
as the collective responsibility of every employee. The risk management framework encompasses
procedures and processes designed to identify, monitor and mitigate risks that arise from its
business activities, thereby helping to ensure the Company meets its obligations to key stakeholders,
including customers, employees, shareholders, regulators and broader society.
The risk management framework at PensionBee adopts the standard first, second and third line of
defence model in segregating risk management activities and reporting lines. The Board oversees
the risk management framework and process, which is set out below. ‘External assurance’ highlights
the external parties PensionBee engages to assist the Board of Directors in exercising its ultimate
oversight. For the avoidance of doubt, the external auditor’s duty is to shareholders.
Function
Ultimate oversight
Responsibility
Board of Directors
Investment
Committee
Audit and Risk
Committee
Nomination
committee
Remuneration
committee
External assurance
Governance Advisory
Arrangement (PLT)
Financial Auditor
(Deloitte)
ISO 27001 Auditor
(BSI)
Pension Technical
(Enhance)
Second Line
Risk Management Team + Senior Leadership at PensionBee - together the
Risk Stakeholder Group (RSG) - meet monthly to discuss risk-related matters.
The Information Security Committee (ISC) is a Co-Committee of the RSG.
First Line
Embedded in the business (Operations, Technology, Marketing, Product, Finance, etc.)
52
The second line of defence is delivered by the Company’s risk management team, which documents,
monitors and maintains the Company’s appetite and perceived exposure to risk through a risk
register. The Company’s risk appetite is generally low to medium. PensionBee has put in place
mitigations to achieve a residual risk exposure that is in line with its risk appetite. As part of its
mitigating activities, the Company maintains a set of policies that document the steps it takes to
help reduce the likelihood (and in some cases, the impact) of a risk occurring. Each policy is reviewed
at least once annually.
External Assurance
The Company employs external parties to provide assurance as it does not currently have an internal
audit function. These parties are appointed based on their sector expertise, including investment
management, finance, compliance, regulation and information security. The Audit and Risk
Committee is kept up to date with the work of these parties.
Identifying Emerging Risks
The PensionBee Executive Management team has documented the Company’s perceived exposure
to risk through the collation of a risk register, which is managed by the Risk Management team. The
risk register lays out the Company’s risks, assesses the Company’s exposure and its risk appetite. The
documented results of risk assessments are reviewed to understand the level of risk and controls
implemented as appropriate to address any unacceptable risks that have been identified.
Employees are encouraged to report any potential new risks to the Risk Management team. If
anyone prefers to report any potential risk in a more confidential way, they are welcome to contact
a member of the Risk Management team directly.
The Risk Management team meets on a monthly basis with the Legal Team and potential new risks
are discussed during these meetings. In addition, the Risk Management team meets monthly with
key senior leaders in the company, including the Executive Management team, the VP of Technical
Solutions, and the Head of Compliance. Together, this leadership group and the Risk Management
team form the Risk Stakeholder Group (‘RSG’). Both potential new risks and existing risks are discussed
during these meetings and actions to mitigate those risks are decided upon and followed up on.
PensionBee Group plc
Stakeholders and Activities
Information Security Risk
The risk register lists the stakeholders of the Company, the activities that the Company performs and
the risks to the stakeholders that these activities may generate. Each risk has been categorised by
type and then rated based on the impact and likelihood of occurrence.
Each risk is allocated to a risk owner, who is a member of the Executive Management team and is
usually the head of the department performing the activity. In cases where the risk is associated with
very specific knowledge (e.g. information security) the owner may be another member of senior
management who possesses that knowledge.
Principal Risks and Uncertainties
Overview of Risks
We have identified seven types of potential risks which could have a material impact on the
Company’s long-term performance. These arise from internal or external events, acts or omissions.
The risk factors mentioned below do not purport to be exhaustive as there may be additional risks
that the Company has not yet identified, or has deemed to be immaterial, that could have a material
adverse effect on the business.
Regulatory Risk
PensionBee’s business is subject to risks relating to changes in UK government policy and applicable
regulations. Whilst we have historically been beneficiaries of favourable regulatory changes, including
through the introduction of Automatic Enrolment and Pension Freedoms, any regulatory changes
PensionBee is subject to strict data protection and privacy laws in the UK including the General
Data Protection Regulation (‘GDPR’). If our information security processes, policies and procedures
relating to personal data are not fully implemented and followed by employees, or if any of our third
party service providers has historically failed to manage data in a compliant manner or fails in the
future, we could face financial sanctions and reputational damage.
Furthermore, our operations are susceptible to cybercrime and loss or misuse of data. Failure to
prevent such actions, or circumvention of our information security processes, policies and procedures
could result in financial losses, business interruption and unauthorised access to personal data.
Operational Risk
PensionBee is dependent on third-party technology and financial services providers for the provision
of investment management, banking and technology services. Any termination, interruption or
reduced performance in the services provided by these third parties could negatively impact the
provision of our services and have a material adverse effect on our reputation and profitability.
Our operational infrastructure and business continuity may be affected by other failures or
interruption from events, some of which are beyond our control. Our systems and the systems of
our third-party providers may be vulnerable to fire, flood and other natural disasters; power loss or
telecommunications or data network failures; improper or negligent operation by employees or
service providers, or unauthorised physical or electronic access; and interruptions to network or
wider system integrity generally. There can be no guarantee that our preventative measures will
protect us from all potential damage arising from any of the events described above.
which are negative for PensionBee’s business could have a material adverse effect on our prospects.
Market Risk
PensionBee’s operations are subject to authorisation and supervision from the Financial Conduct
PensionBee’s business may be adversely affected by negative sudden or prolonged fluctuations
Authority, and supervision from HMRC and the Information Commissioner’s Office. PensionBee may
in the capital markets. We generate the vast majority of Revenue in the form of fees charged on a
fail, or be held to have failed, to comply with regulations and such regulations and approvals may
recurring basis calculated by reference to the value of our AUA. Our Revenue and profitability are
change, making compliance more onerous and costly. The Financial Conduct Authority, or other
therefore directly influenced by global stock markets. A general deterioration in the global economy
regulators, could conclude that PensionBee has breached applicable regulations, which could result
and a resulting capital market decline may have a negative impact on the value of our customers’
in a public reprimand, fines, customer redress or other regulatory sanctions. PensionBee must also
pensions and their overall confidence to make new contributions to their PensionBee pensions.
comply with relevant regulatory capital and liquidity requirements.
Credit Risk
PensionBee may be subject to complaints or claims from customers and third parties in the normal
course of business. If a large number of complaints, or complaints resulting in substantial customer
and third party losses, were upheld against PensionBee, it could have a material adverse effect on
PensionBee’s business and financial condition.
PensionBee is dependent on third-party financial services providers for the provision of investment
management and banking services. We are reliant upon these third parties for the safekeeping of
our own and our customers’ assets. Any default by one of these third parties would have a material
adverse effect on our reputation and financial position.
53
Annual Report and Financial Statements 2021 Reputational Risk
PensionBee could be subject to adverse publicity, including if we or our customers become
targets for actual and attempted financial crime and fraud arising from the actions of third parties,
customers and staff. Criminals may attempt to use PensionBee’s service to facilitate financial crimes.
If we do not continue to develop and implement preventative financial crime and fraud measures,
practices and strategies, our ability to combat financial crime and fraud could be adversely affected.
There is no guarantee that our proactive measures will be successful in the prevention or detection
of financial crime and fraud and any failure to combat these matters effectively could adversely
affect our profitability.
Strategic Risk
The pensions market is competitive and there is no guarantee that we will be able to continue to
achieve the growth levels we have enjoyed to date or that we will be able to maintain our financial
performance either at historical or anticipated future levels. Our competitors include a variety of
financial services firms and our market is characterised by ongoing technological progression,
including of the underlying infrastructure and user experience. There is no guarantee that we will
continue to outpace our competitors. In addition, the pension market remains cost-sensitive and
competitors could materially undercut our fees, thereby generating pressure on our revenues. Any
failure to maintain our competitive position could lead to a reduction in revenues and profitability
as well as lower future growth.
We are dependent upon the experience, skills and knowledge of our Directors and senior managers
to implement our strategy. The loss of a significant number of Directors, senior managers and/or
other key employees, or the inability to recruit suitably experienced, qualified and trained staff, as
needed, may cause significant disruption to our business and ability to grow.
54
PensionBee Group plc Summary of Risks and Mitigations
Through the risk management process described above, we have taken the appropriate steps to reduce risk in accordance with our risk appetite. The summary of these steps are presented below.
Risk Type
Risks
Mitigations
Regulatory
We may be materially adversely affected as a result of new or revised legislation
and regulations. We may breach regulatory capital or liquidity requirements.
Information Security
Serious or prolonged breaches, errors or breakdowns of our technology
systems or exposure to an external attack could materially breach
data protection laws, which could render us liable to governmental or
regulatory disciplinary action, as well as to claims by customers.
Serious or recurrent breaches and errors in manual processes and systems,
Operational
including those provided by third parties, could render us liable to governmental
or regulatory disciplinary action, as well as claims by customers.
• Strong culture of fair treatment of customers and purposeful business model.
• Maintain a robust risk management framework.
• Regular interactions with industry bodies to monitor trends.
• Regulatory capital and liquidity planning and monitoring through the finance function.
• ISO 27001 certification.
• Maintain a robust policy set and physical controls to keep information secure.
• Rely on global partners for data storage and encryption.
• Regular training for employees.
• Extensive automation program in place to reduce manual procedures.
• Maintain a robust policy set of document procedures.
• Regular training for employees.
• Robust external supplier selection process and ongoing strategic monitoring of largest
suppliers.
Fluctuations in capital markets may adversely affect trading activity and/or the value
of the Company’s Assets under Administration, from which we derive Revenue.
Default by a key financial partner could materially damage the
capital position and our ability to generate Revenue.
There is a risk of reputational damage including as a result of employee
misconduct, failure to manage our risks, fraud or improper practice.
We operate in a competitive environment and our continued growth
depends on our ability to respond to external changes.
• Rely on recurring Revenue from long-duration assets.
• Maintain asset diversification through appropriate fund range.
• Only contract with the world’s largest and most reputable asset managers.
• Only bank with large and reputable institutions.
• Strong culture of fair treatment of customers and purposeful business model.
• Maintain a robust risk management framework.
• Embedded processes to gather and absorb customer feedback.
• Rapid implementation and product development cycles.
Market
Credit
Reputational
Strategic
Internal Audit
The Company does not currently have an Internal Audit function, but does employ external parties to provide assurance. The parties are appointed based on their sector expertise, for example, investment
management, finance, compliance, regulation and information security. The Audit and Risk Committee is kept up to date with the work of these parties. We will continue to evaluate on an ongoing basis
whether an internal audit function with a direct reporting line to the Audit and Risk Committee should be established.
55
Annual Report and Financial Statements 2021 13 Viability Statement
In accordance with provision 31 of the UK Corporate Governance Code, the Board has assessed
In the event that such modelled scenarios were to manifest, the Board would consider reducing
the viability of the Group for the four-year period to December 2025, considering this to be an
discretionary marketing expenditure as a management mitigating action to be taken. The Board
appropriate period over which to assess the Group’s strategy and its capital requirements,
considers this approach to be reasonable in light of the Group’s profitability and positioning within
considering the investment needs of the business and the potential risks and uncertainties that
the UK competitive landscape.
could impact the Group’s ability to meet its strategic objectives. A four-year period has been
considered appropriate because it would likely capture the full downturn of a potential downside
The results have confirmed that the Group would be able to withstand the adverse financial impact
business cycle and furthermore, it would provide sufficient time to identify and execute further
of these scenarios occurring together over the four-year assessment period and that it would
mitigating actions to address the stress test scenario as outlined below, such as a further capital
continue to be able to meet its liabilities and capital requirements.
raise, the identification and implementation of product suite expansion and the identification and
implementation of further cost savings.
The Group’s medium term plan was reviewed by the Board in December 2021 and subsequently
approved in February 2022. The Directors confirm that they have a reasonable expectation that the
This assessment has been made giving consideration to the financial position, regulatory capital
Group will be able to continue to operate and meet its liabilities and capital requirements as they
and liquidity requirements of the Group (as set out on pages 24 to 28 of the Operating and Financial
fall due over the four-year period to December 2025.
Review within the Strategic Report), in the context of the Company’s strategy, business model and
medium-term business plan, together with an assessment of the principal risks and uncertainties as
set out on pages 52 to 55 of the Managing our Risks section of the Strategic Report. Such risks have
been categorised into regulatory, information security, operational, market, credit, reputational and
strategic risks in accordance with our risk management framework.
The Board approved medium term plan assumes the business continues to grow customer numbers
and AUA through continued investment in our customer proposition, through marketing, people
and technology. It is assumed that there are no significant or prolonged market movements in
underlying asset values from the time the plan was approved by the Board.
The Board has considered the potential impact of the following stress test scenarios, which together
represent a severe and unlikely but possible scenario:
• Market Risk - Prolonged equity market volatility. A material reduction in the equity market as
a result of global economic uncertainty (such as COVID-19 and geopolitical disruptions) has
been assumed over the forecast period whereby the equity market falls by 20% during year 1
and remains at that level throughout the forecast period.
Reputational Risk - Caused by a combination of operational risk, information security and
third party services and solution risk. A material reduction in the customer conversion rate and
average pot size of newly acquired customers has been assumed over the forecasting period
whereby it decreases by 10%.
Romi Savova
Chief Executive Officer
13 April 2022
•
56
The Strategic Report was approved by the Board on 13 April 2022 and signed on its behalf by:
PensionBee Group plc Corporate
Governance Report
1 Chairman’s Introduction to Governance
The culture of our people, the strength of our leadership and our
strong corporate governance structure have served us well on our
journey of becoming a public company... We aim to continue to deliver
value to all our stakeholders and to meet and exceed their expectations.
Dear Shareholder,
On behalf of the Board, I am pleased to introduce our first Corporate Governance Report as a listed
company, which sets out an overview of the governance structure and the oversight that has been
provided by the Board for the year ended 31 December 2021.
Board Composition and Succession Planning
Following our annual review of Board and Committee composition, the independence of Non-
Executive Directors and their time commitment, the Board remained satisfied that the balance
Throughout this year, the Board has remained fully committed to implementing the highest
of skills, experience, independence and knowledge on the Board and Committees remained
standards of corporate governance and has applied the principles of the 2018 UK Corporate
appropriate. In connection with, ahead of the Company’s expected transfer to the Premium
Governance Code (the ‘Code’) since the Company’s IPO in April 2021.
Segment, we agreed to consider the addition of a further Non-Executive Director to the board,
The culture of our people, the strength of our leadership and our strong corporate governance
structure have served us well on our journey of becoming a public company with our listing on the
In relation to succession planning, we have put in place a plan for the members of the Board,
Main Market of the London Stock Exchange and our expected transfer to the Premium Segment. We
Executives and Non-Executives, and have agreed appropriate contingency plans and process steps
aim to continue to deliver value to all our stakeholders and to meet and exceed their expectations.
as regards each, should there be an unforeseen prolonged period of absence. Indeed the additional
together with an additional Executive Director during the course of 2022.
Board Evaluation and Effectiveness
appointment of another Non-Executive Director will further enhance the Board’s ability to continue
functioning effectively should an existing Non-Executive Director become unexpectedly unavailable.
Going forward, as the business continues to grow, we will look to broaden the succession planning
We developed a formal and rigorous internal performance evaluation process for the Company’s
exercise to consider the Executive Management team more broadly.
first board evaluation post its listing, in respect of the Board and each of its Committees, covering
processes that underpin Board and Committee effectiveness, Board and Committee constitution
Further details of our leadership team can be found on pages 60 to 62 of the Board of Directors
and commitment, Board dynamics, culture, values and strategy and stakeholder oversight.
and Executive Management section of the Corporate Governance Report. Further details relating to
succession planning are set out on pages 69 to 71 of the Nomination Committee Report within the
The results indicated strong performance and effectiveness of the Board and Committees, with the
Corporate Governance Report.
Board dynamics being identified as a real area of strength for our Board. Themes that surfaced and
resulting actions that have been identified will form a development plan for the following year.
We will also look to adopt an externally facilitated Board evaluation in due course. Further details
relating to the Board evaluation are set out on pages 69 to 71 of the Nomination Committee Report
within the Corporate Governance Report.
58
PensionBee Group plc Diversity & Inclusion
Stakeholder Engagement
The Board believes that the make-up of PensionBee’s employees should reflect the diversity of the
Company’s customer base, and we remain committed to promoting diversity and inclusion across
the business at all levels, through a variety of new and long-standing measures and initiatives.
We have publicly committed to public targets for gender and race and are working towards
becoming a ‘Disability Confident’ employer. The Company has published its Diversity, Inclusion and
Equality Policy with public targets for 2022, and continually measures its progress against these
objectives. Appointments to the Board are skills, knowledge, experience and merit based, but there
is a clear focus on promoting diversity to ensure appropriate balance.
This year, PensionBee achieved more than 50%55 female representation across its entire employee base,
and 50% across its Board and Executive Management levels.56
When the Board makes decisions, it considers the interests of all of the Company’s stakeholders
in the very broadest sense, contemplating customers, employees, shareholders, our communities,
government and regulators and our planet. The Board engages directly with key stakeholder groups,
with the Executive Management team driving much of the engagement, but throughout the year
this importantly takes place across all levels of the Company.
The Board was delighted to engage with the wider workforce during the course of the year
through existing channels and new initiatives, and through constant feedback from the Executive
Management team. Our goal is to ensure that our employees are well represented, listened to
and heard. A particular highlight this year was the ‘town hall’ employee engagement event led by
our Senior Independent Director, Mary Francis CBE, who is the director responsible for employee
engagement, which facilitated cross-Company discussion on themes suggested by and voted for
by employees and provided the Board with particularly valuable direct insight into what matters to
Further detail is set out on pages 32 to 40 of the Stakeholders section and pages 42 to 51 of the ESG
our people. We want to hear from them.
Considerations section of the Strategic Report.
Environmental, Social and Governance
We believe that effectively managing our ESG priorities will help preserve our resilience and drive
long-term value for all our stakeholders. We pursue our ESG work transparently, disclosing our
targets and relevant metrics, and believe this approach supports accountability and helps our
stakeholders to be informed about our progress.
Of note, this year we are pleased to have integrated ESG into our investment range to secure
sustainable value for our customers, our society and our planet, closing two plans that could not be
screened under our ESG policy. We continued to minimise our impact on the environment through
our remote working policy and as a paperless provider and encouraged other pension companies
to stop sending out millions of paper statements each year.
The Board is committed to proactive and constructive engagement with the Company’s shareholders,
which includes many of our customers and our employees alike. We have set a calendar for regular
and detailed engagement around quarterly results updates, to ensure that shareholders can clearly
follow the Company’s investment case, strategy and performance, and enable us to hear the views
of our shareholders. We will continue to make ourselves available.
Further information relating to how we engage with our employees, shareholders and all our other
stakeholders is set out on pages 32 to 40 of the Stakeholders section of the Strategic Report.
Conclusion
Further details setting out how the Board has discharged its corporate governance responsibilities
during the year are set out elsewhere in this report.
As part of our commitment to increasing our transparency in all the strands of ESG, we disclosed
under the SASB, WDI and SECR reporting frameworks for the first time. We will disclose under
additional frameworks as data becomes available and as it relates to future incoming regulation in
respect of climate-related disclosures.
The Board looks forward to welcoming shareholders to the Company’s first Annual General Meeting,
which will be held on 18 May 2022. The Notice of the AGM will be distributed to Shareholders and
made available on the Company’s website.
Further details on our ESG activities can be found on pages 42 to 51 of the ESG Considerations
section of the Strategic Report and our SECR Reporting is set out on pages 97 to 103 of the Directors’
Report within the Corporate Governance Report.
55 Supported by PensionBee’s Diversity & Inclusion Survey, completed in June 2021.
56 As of 31 December 2021.
In the meantime, the Board is grateful for the continued support of our Shareholders and the Non-
Executive Directors and I are available to engage with our stakeholders at any time.
Mark Wood CBE
Chairman
13 April 2022
59
Annual Report and Financial Statements 2021 2 Board of Directors and Executive Management
Mark Wood CBE
Independent Non-Executive Chairman
Committee Membership:
Investment Committee (Chair),
Nomination Committee (Chair),
Remuneration Committee
Date of Appointment: January 201657
External Appointments:
Chairman, Digitalis Reputation Limited
Senior Independent Director and Chairman of the Audit,
Risk & Compliance Committee, RAC Motoring Services
Chairman, Utility Bidder Limited
Chairman, Acquis Insurance Management Limited
Chairman, Ondo InsurTech Plc
Mary Francis CBE
Senior Independent Director
Director responsible for Employee
Engagement
Committee Membership:
Audit and Risk Committee, Investment
Committee, Nomination Committee,
Remuneration Committee (Chair)
Date of Appointment: November 202057
External Appointments:
Non-Executive Director, Barclays plc
Chair of the Remuneration Committee, Barclays Bank plc
Member of the UK Takeover Appeal Board
Member of the Advisory Panel, Institute of Business Ethics
Chairman, Multiple Sclerosis Society Research Appeal Board
Senior Adviser, Chatham House
Trustee, Brooklands Museum Trust Limited
Career and Experience:
Mark Wood CBE has had a long and distinguished career,
Career and Experience:
Mary Francis CBE has extensive and diverse board-level
experience across a range of industries, including previous
serving as Chief Executive of some of the country’s largest
Non-Executive Directorships at the Bank of England, Alliance &
financial service companies, including Prudential UK & Europe,
Leicester, Aviva, Centrica and Swiss Re Group.
Axa UK and Jardine Lloyd Thompson Employee Benefits. Mark is
a regular commentator in the press on pensions and insurance.
Through her former senior executive positions with HM Treasury,
the Prime Minister’s Office, and as Director General of the
Michelle Cracknell CBE
Independent Non-Executive Director
Committee Membership:
Audit and Risk Committee (Chair),
Investment Committee, Nomination
Committee, Remuneration Committee
Date of Appointment: November 201957
External Appointments:
Non-Executive Director, Just Group plc
Non-Executive Director, Fidelity International Holdings
Chair, Fidelity Retirement Services
Director, Singing Gorilla Projects Charity
Career and Experience:
Michelle Cracknell CBE has a portfolio career as a Pension Trustee
and Non-Executive Director. She has over 30 years’ experience
in pensions and retirement planning, including most recently
as the Chief Executive of the Pensions Advisory Service. During
her time there she significantly grew the number of customers
and increased the channels offered, transforming the service to
provide greater support on pension freedom legislation, pension
scams and transfers from pension schemes. Michelle was
awarded a CBE in 2019 for her services to the pensions industry.
Mark has been at the helm of several financial services and
association of British Insurers, Mary brings strong governance
technology start-ups,
including Paternoster, a regulated
values to the Board, a strong understanding of the interaction
insurance company which he founded in 2005, and Digitalis
between public and private sectors, and skills in strategic
Reputation Limited, the online reputation management
decision-making and reputation management.
Michelle started her career at a financial advice business where
she became a shareholding Director prior to selling it to Aegon,
and subsequently worked as a Strategy Director at Skandia/Old
Mutual. Michelle is a qualified Pensions Actuary.
company, where he currently serves as Chairman. Mark is a
qualified Chartered Accountant.
57 Denotes the date of appointment to the Board of PensionBee Limited for Mark Wood CBE, Mary Francis CBE, Michelle Cracknell CBE, Romi Savova and Jonathan Lister Parsons, all of whom were subsequently appointed to the Board of
PensionBee Group plc on 2 February 2021, with only Romi Savova and Jonathan Lister Parsons remaining Directors of PensionBee Limited.
60
PensionBee Group plc
Romi Savova
Chief Executive Officer
(Executive Director)
Committee Membership:
Investment Committee,
Nomination Committee
Date of Appointment: December 201457
External Appointments:
Director, PensionBee Trustees Limited
Director, Seen on Screen
Jonathan Lister Parsons
Chief Technology Officer
(Executive Director)
Committee Membership:
-
Date of Appointment: January 201657
External Appointments:
Director, PensionBee Trustees Limited
Career and Experience:
Jonathan Lister Parsons co-founded PensionBee with Romi in
Career and Experience:
Romi Savova founded PensionBee in 2014 to simplify pension
2014. In his role as the Chief Technology Officer, he is passionate
about bringing customers’ pension experience into the 21st
Christoph J. Martin
Chief Financial Officer
Date Joined PensionBee: July 2019
Career and Experience:
Christoph J. Martin is the Chief Financial Officer of PensionBee,
having joined the Company in 2019. He is Responsible for
financial reporting and business planning at PensionBee.
Christoph previously worked in private equity investment
at Providence Equity Partners, focusing on investments in
technology, media, telecommunications and education. Prior to
that he worked in mergers and acquisitions, covering financial
institutions at Morgan Stanley. Christoph holds a BSc in Business
savings in the UK, following a difficult pension transfer experience
century, and using technology to transform pension transfer
Administration from WU Vienna.
of her own. As the Chief Executive Officer, she has played a
processes that typically take months to a five-minute process
pivotal role in advancing consumer standards in the pensions
on a smartphone.
industry, from reducing transfer times to campaigning for the full
abolition of exit fees. Romi is also a member of the government’s
Jonathan champions a tech-forward culture within the
Pensions Dashboards Programme Steering Group, which was set
business, aiming to raise the level of technology literacy among
up to advise on the delivery of pensions dashboards.
employees, and creating opportunities for people to develop
technical skills as they move through different roles in their
Prior to founding PensionBee, Romi worked at Goldman
career at PensionBee.
Sachs, Morgan Stanley and Credit Benchmark, holding varied
roles in risk management, investment banking and financial
Prior to co-founding PensionBee, Jonathan founded a digital
technology. Romi received an MBA from Harvard Business
consultancy, Penrose, and worked at British Telecom. Jonathan
School as a George F. Baker scholar and graduated summa cum
holds an MSci in Experimental and Theoretical Physics from the
laude from Emory University.
University of Cambridge.
Lisa Picardo
Chief Corporate Officer
Date Joined PensionBee:
March 2020
Clare Reilly
Chief Engagement Officer
Date Joined PensionBee:
January 2017
Adebola Haffner
Senior Legal Counsel
Date Joined PensionBee:
April 2021
Career and Experience:
Lisa Picardo is the Chief Corporate Officer of PensionBee, having
Career and Experience:
Clare Reilly is the Chief Engagement Officer of PensionBee and
joined the company in 2020. She leads the corporate development
joined the company in 2017. Clare focuses on helping PensionBee
of PensionBee, which included leading on the IPO and financing, and
transform the pensions industry to better serve consumer needs,
plays a broader management role across many aspects of the business.
playing a pivotal role in launching the UK’s first Open Banking -
pension integrations and one of the UK’s first mainstream fossil fuel
Lisa previously worked at Morgan Stanley for thirteen years,
free pensions.
with the first seven years spent in the European Mergers and
Acquisitions department, where she gained extensive experience
Clare previously worked in the not-for-profit sector, in Corporate
working on many large and complex UK public transactions,
Relations at Citizens Advice and Fellowship at the Royal Society of Arts.
and also played a role in firm management. Lisa then joined the
Clare holds a BA Hons from University College London and an MSc
Morgan Stanley Private Equity Fund, focused on investing in mid-
from the University of Oxford in Russian and East European Studies.
market opportunities across sectors, with an interest in consumer-
facing businesses. In 2015 Lisa founded LITTLECIRCLE, an online
retail platform for children’s fashion. Lisa holds a BSc in Economics
from Bristol University.
Career and Experience:
Adebola Haffner is the Senior Legal Counsel of PensionBee, having
joined the company in April 2021. He is responsible for helping the
company meet its legal and regulatory obligations, managing risk
and offering strategic legal advice to the Executive Management
team and Board.
Prior to joining PensionBee, Adebola was a Legal Counsel and member
of the legal team at Transact for almost five years, dealing with a wide
range of matters including product development, trusts, pension
death benefit processes and decision making, risk management,
compliance, regulatory matters, corporate and commercial legal
issues. Adebola has also worked for a number of trust companies in the
past including Capita Trust Company Ltd and ATU General Trust (BVI)
Limited. Adebola holds a Law Degree, Masters in Law (LLM) and also
holds the Society of Trust and Estate Practitioners designation.
Matt Loft
Chief Design Officer
Date Joined PensionBee:
September 2015
Jasper Martens
Chief Marketing Officer
Date Joined PensionBee:
September 2015
Tess Nicholson
Chief Operating Officer
Date Joined PensionBee:
August 2015
Career and Experience:
Matt Loft is Chief Design Officer at PensionBee, having joined the
company in 2015. He is responsible for the design and customer
experience of PensionBee’s products and the company’s visual
brand, bringing over eighteen years experience in designing
customer-centric products.
Prior to joining PensionBee, Matt worked at design agencies and
in-house for some of the UK’s largest companies and organisations,
including The Money Advice Service, Legal & General, The Ministry
of Justice, Oxford University and the V&A.
Career and Experience:
Jasper Martens is the Chief Marketing Officer of PensionBee, having
joined the company in 2015. He is responsible for product and
marketing across the business and brings extensive multichannel
marketing experience to PensionBee, gathered over fifteen years
working in financial services and digital agencies.
Prior to joining PensionBee, Jasper was Head of Marketing and
Communications at small business insurance provider, Simply
Business. Before moving to London, Jasper ran his own online
marketing agency which he founded in the Netherlands.
Career and Experience:
Tess Nicholson is the Chief Operating Officer of PensionBee,
having joined the company in 2015. She is responsible for a range
of operational activities across the business, including customer
success, compliance and banking operations.
Tess was previously Operations Manager and UK Commercial
Manager at GO Markets UK Trading Limited (formerly Vantage
FX UK Trading Limited). Tess holds a BA Hons degree in Fashion
Design with Communication from Birmingham City University and
is currently studying for a masters in Social & Political Theory at
Birkbeck, University of London.
3 Corporate Governance Statement
UK Corporate Governance Code Compliance Statement
The Company has applied all of the principles of the UK Corporate Governance Code (the ‘Code’) as
they apply to it and has complied with all relevant provisions of the Code since its IPO in April 2021
up and to the end of the year.
Full details of the Code are available at www.frc.org.uk. Details explaining how the Company has
applied the principles of the Code can be found throughout the Annual Report.
Role of the Board
In accordance with the Code, the role of the Board is to promote the long-term sustainable success
of the Company, generating value for shareholders and contributing to wider society. The Board
of PensionBee considers how to promote the success of the Company giving due regard to all
its stakeholders, including shareholders and employees. As such, the Board participates in direct
engagement with certain stakeholder groups and engagement is reported to the Board to inform
the decision making and business outcomes.
The Board provides overall leadership, setting the Company’s purpose, values and strategy,
supporting the Executive Directors and the broader Executive Management team in the delivery
of that strategy. The Board ensures that the Company has necessary resources in place to meet
its objectives, measuring performance against them, and that it operates a framework of effective
controls, enabling risk to be appropriately managed.
Further information on the Company’s vision, values, strategy, risk management framework and
engagement with stakeholders can be found in the About Us, Strategy, Managing our Risks and
Stakeholders sections of the Strategic Report.
Matters Reserved for the Board
•
•
•
•
•
•
•
•
•
•
•
Responsibility for leadership, purpose, values and standards, monitoring progress against each
Approving annually a strategic plan and objectives
Approving operating and capital expenditure budgets and any material changes to them
Approving changes relating to capital and corporate structure
Approving the financial results including the annual accounts, interim and preliminary results
Approving the Group’s risk management and treasury policies
Approving major capital projects, investments or contracts in excess of the delegated amount
Approving changes to the structure, size and composition of the Board
Ensuring a satisfactory dialogue with shareholders
Ensuring the maintenance of a sound system of internal control and risk management
Maintaining oversight of whistleblowing arrangements
A copy of the ‘Schedule of Matters Reserved for the Board’ can be found on the Company’s website
on the ‘Corporate governance’ tab at: https://www.pensionbee.com/investor-relations/esg.
Board Committees
The Board has delegated a number of its responsibilities to the Audit and RIsk Committee, the
Nomination Committee, the Investment Committee and the Remuneration Committee. Each of
these Committees has a terms of reference document, which is reviewed annually by the Board and
Committees respectively to ensure that they remain appropriate to support effective governance.
Details of the role, composition and activities of each Committee during the year are set out in their
respective reports on the following pages within this Corporate Governance Report.
A copy of the Terms of Reference for each of the Board Committees can be found on the Company’s
website on the ‘Corporate governance’ tab at: https://www.pensionbee.com/investor-relations/esg.
The Operation of Board & Committee Meetings
The Board operates a policy of matters reserved for its collective decision, which includes items
that are material to delivering on the Company’s strategy and purpose, including strategic issues,
structure and capital, financial reporting & controls, material agreements, communications with
shareholders, board appointments and remuneration, risk assessment and internal controls and
corporate governance. These matters include, but are not limited to:
The Board generally aims to meet up to twenty times per year across the Board and Committees,
with each meeting’s activity being planned ahead of time, and set out in a formal Annual Board
Activity Calendar, which is approved by the Board. The Board and Committee meetings are generally
planned around key events in the corporate calendar, which ensures that the Board then receives
appropriate information at the appropriate time, and that all key operational, financial reporting and
governance matters are discussed during the year.
63
Annual Report and Financial Statements 2021 With respect to Board and Committee meetings, the Chair, the Chief Executive Officer (‘CEO’), the
relevant Executive Management sponsor and the Company Secretary set the Board’s agenda,
ensuring that there is sufficient focus on strategy, performance, value creation, culture, stakeholders
and accountability. A detailed pack is prepared and circulated in advance of each meeting which
includes updates from the CEO, the Chief Financial Officer (‘CFO’) and other Executive Management
team members. The Company Secretary also prepares a report every quarter for Board meetings,
covering matters including the latest governance and company law updates.
Roles and Responsibilities
The Code requires there to be a clear division of responsibilities between the Chair and the CEO, set
out in writing and agreed by the Board. The Board feels that it is important to highlight that although
they agree with the approach set out in the Code, they recognise that overly prescribing the
responsibilities of the Chair and the CEO may reduce flexibility to act in unforeseen circumstances.
Accordingly, the document sets out a clear division of responsibilities, but does not intend to
provide a definitive list of the individual responsibilities of the Chair or the CEO.
A copy of the ‘Division of Matters between Chair and Chief Executive’ can be found on the
Company’s website on the ‘Corporate governance’ tab at: https://www.pensionbee.com/
investor-relations/esg.
Role of the Chair
The Chair (Mark Wood CBE) is independent and is responsible for leadership of the Board and for
ensuring its overall effectiveness in directing the Company and in all aspects of its role, including
the satisfaction of its legal, regulatory and shareholder responsibilities, and promoting the highest
standards of integrity, probity and corporate governance. The Chair has responsibilities relating to
Board meetings, Board composition, induction and performance evaluation processes and relations
with shareholders and other stakeholders. At appropriate intervals during the year, the Chair holds
meetings with the Non-Executive Directors without the Executive Directors present in order to
facilitate a full and frank discussion.
Role of the Chief Executive Officer
The Chief Executive Officer (Romi Savova) leads the team with executive responsibility for running
the businesses of the Group. The CEO reports to the Board, and is responsible for all executive
management matters of the Group.
Role of the Non-Executive Directors
The Non-Executive Directors (Mary Francis CBE and Michelle Cracknell CBE) are both independent,
provide constructive challenge, strategic guidance, offering specialist advice and holding
management to account, given their experience in both executive and non-executive roles
throughout their careers. The Non-Executive Directors also contribute to the identification of
principal business risks and the determination of risk appetite and monitoring of the internal control
framework. They provide independent judgement to the Board and also monitor compliance with
the regulatory principles and requirements.
Michelle Cracknell CBE is a qualified actuary with 30 years’ experience in financial services and
more than 13 years’ experience as a Board Director, including five years’ experience as an Audit
Committee Chair. Mary Francis CBE has extensive and diverse board-level experience across a range
of industries and has also held senior executive positions. Further details are provided in the ‘Board
of Directors and Executive Management’ section of this Corporate Governance Report.
Role of the Senior Independent Director
The Code requires that the Board should appoint one of the independent Non-Executive Directors
to be the Senior Independent Director, providing a sounding board for the Chair and serving
as an intermediary for the other Directors and shareholders if they have concerns that have not
been resolved through the normal channels of the Chair or the Chief Executive. Led by the Senior
Independent Director, the Non-Executives meet without the Chair present at least annually to
appraise the Chair’s performance, and on other occasions as necessary. Mary Francis CBE has been
appointed as Senior Independent Director.
A copy of the ‘Role of the Senior Independent Director’ can be found on the Company’s website on
the ‘Corporate governance’ tab at: https://www.pensionbee.com/investor-relations/esg.
Company Secretary
Prism Cosec was appointed as the Company Secretary on 19 March 2021. The Company Secretary
supports the Board and each of the four Board committees and is in attendance at all meetings. All
Directors have access to the services of the Company Secretary, who is available to advise on matters
including company law, governance and best practice, whilst assisting the Board in ensuring that the
correct policies, processes and information are tabled for discussion, noting or recording approval
at the correct point in time throughout the year. The Company Secretary works with members of
the Executive Management team and the respective Chairs of the Board and Committees to ensure
that Board meeting packs are circulated to Directors in a timely manner and that the information
contained in them is clear and accurate.
64
PensionBee Group plc Composition, Independence and Attendance in 2021
Key Activities During The Year
During the year, from the time of the IPO onwards, the Board comprised five directors (including the
Chairman). Having considered circumstances which are likely to impair a Non-Executive Director's
independence, it was determined that all of the Non-Executive Directors continued to be independent.
The Company has therefore complied with Provision 11 of the Code since IPO, with at least half of the
Board (excluding the Chairman) being composed of independent Non-Executive Directors.
During the course of 2021, the Board has had twelve formally scheduled meetings, with additional
ad hoc meetings or calls convened to deal with various matters in between. Meetings were held via
video conference to ensure attendance and inclusivity. The Executive Management team were also
frequently present at Board and Committee meetings, together with other advisors as appropriate.
The table below shows the attendance of each Director at the formal scheduled meetings of the
Board and Committees of which they are a member:
The annual Board Activity Calendar setting out agenda items for each scheduled Board and
Committee meeting is approved by the Board each year. The calendar takes into account key
points in the regulatory and financial cycle, and includes regular business, corporate, investor
and employee updates from the CEO and Chief Corporate Officer (‘CCO’), regular updates on
the financial performance and business planning from the CFO and updates on governance and
company law matters from the Company Secretary. In addition, the Board has received updates
from other members of the Executive Management team and from external advisors where
appropriate.
During the year and in the early parts of 2022, the Board has, as part of its annual governance
programme:
• Reviewed and approved the budget and financial strategy for FY2022.
• Reviewed its Schedule of Matters Reserved for the Board and the Terms of Reference for each of
Board
Audit and Risk
Remuneration
Nomination
Investment
the Board Committees.
Director
Meetings
Committees
Committee
Committee
Committee
Eligible/
Attended
Eligible/
Eligible/
Eligible/
Eligible/
Attended
Attended
Attended
Attended
Mark Wood CBE
Mary Francis CBE
12/12
12/12
Michelle Cracknell CBE
12/12
Romi Savova
12/12
Jonathan Lister Parsons
12/12
-
6/6
6/6
-
-
3/3
3/3
3/3
-
-
2/2
2/2
2/2
2/2
-
3/4
4/4
4/4
3/4
-
The Non-Executive Directors are committed to devoting adequate time to the business to discharge
their responsibilities effectively. As set out in their appointment letters the Non-Executive Directors
are required to attend scheduled Board and Committee meetings, and to become more involved
for periodic special activities if required. They must advise the Board of any changes to existing
commitments or new commitments that may have implications on their ability to commit sufficient
time to their duties.
• Reviewed various other governance documents, including the Division of Responsibilities
between the Chair and Chief Executive.
• Reviewed and approved the half-year and full-year financial statements and the quarterly trading
updates.
• Received updates on the workforce and workforce engagement.
Information and Support
Agendas and accompanying papers are distributed to the Board and Committee members in
advance of each Board or Committee meeting. Where necessary, separate papers are prepared
to support specific matters requiring Board decision or approval and the Non-Executives provide
ongoing feedback to the CEO, CCO and Company Secretary on the content of papers to ensure they
continue to support effective debate and decision-making by the Board.
Minutes of all Board and Committee meetings are taken by the Company Secretary and circulated
to the Board for approval as soon as practicable following the meetings. Specific actions arising
for meetings are recorded both in the minutes and on a separate tracker, thereby facilitating
the effective communication of actions to those responsible and allowing the Board to monitor
progress.
Where Directors are unable to attend a meeting, they are encouraged to submit any comments on
papers or matters to be discussed to the Chair in advance to ensure that their views are recorded
and taken into account during the meeting.
Any Director may instigate an agreed procedure whereby independent professional advice
reasonably necessary to enable them to carry out their duties may be sought at the Company’s
expense. No such advice was sought by any Director during the year.
65
Annual Report and Financial Statements 2021 Training and Development
Current Service Contracts and Terms of Engagement
Directors are enrolled in mandatory training including compliance training, annual Senior Managers
All of the Directors have service agreements or letters of appointment, details of which are set out below.
and Certification Regime training and diversity & inclusion training. This year Directors have also
undertaken sessions provided by external providers in respect of Directors’ Responsibilities and
Executive Directors
Obligations, Listing Rules and Disclosure & Transparency Rules.
A full, formal and tailored Board induction programme, which includes training, has also been
developed to provide for any new Directors joining the Board, as further described in the Nomination
Committee Report.
Name (Position)
Date of Service
Notice Period by
Agreement
Company (months)
Notice period
by Director
(months)
Romi Savova (CEO)
16 March 2021
6 months
6 months
The Company Secretary also provides regular updates to the Board and Committees on regulatory
and corporate governance and company law matters.
Jonathan Lister Parsons (CTO)
16 March 2021
6 months
6 months
Board Evaluation and Effectiveness
Non-Executive Directors
At the end of the year, a formal and rigorous internal performance evaluation was conducted in
Name
respect of the Board and each of its Committees, covering processes that underpin the Board and
Committee effectiveness, Board and Committee constitution and commitment, Board dynamics,
Date of
Notice Period by
Appointment
Company (months)
Notice Period
by Director
(months)
culture, values and strategy and stakeholder oversight. The evaluations were conducted by way
Mark Wood CBE
2 February 2021
3 months
3 months
of questionnaires for each Director to complete, with responses provided to the Chair and the
Company Secretary, followed by further calls with the individual Directors and the Chair. A summary
Mary Francis CBE
2 February 2021
3 months
3 months
of the responses was provided and discussed at the Board’s meeting in November 2021.
The results of the Board evaluation indicated strong performance and effectiveness of the Board and
Michelle Cracknell CBE
2 February 2021
3 months
3 months
Committees. There were a number of areas where there was strong agreement across the whole Board
The Non-Executive Directors (including the Chairman) do not have service contracts, but are instead
and in particular, the Board dynamics was identified as a real area of strength. Themes that surfaced
appointed by letters of appointment. Each appointment is for a fixed term ending on the Company’s
and resulting actions that have been identified will form a development plan for the following year.
third annual general meeting following the Company’s listing, but each Independent Non-
The Chair’s performance was also discussed by the other Non-Executive Directors, led by the Senior
appointment is subject to annual re-election by the Company at each annual general meeting, and
Independent Director, and feedback was subsequently relayed to the Chair.
each Non-Executive Director’s appointment may be terminated at any time with three months’
Executive Director may be invited by the Company to serve for a further period. In any event, each
Appointment and Election
written notice.
Conflicts of Interest
Following the Board and Committee performance evaluation conducted at the end of 2021, the
Board has confirmed that it considers all Directors to be effective, committed to their roles and to
Rules concerning Directors’ conflicts of interests are set out in the Company’s Articles of Association.
have sufficient time to perform their duties.
All other significant commitments and potential conflicts of interest which a Director may have are
required to be disclosed both before appointment and on an ongoing basis, and arrangements
In accordance with the Company’s Articles of Association, all the Directors will be standing
would be put in place, as and when it is considered appropriate, to manage conflicts, including any
for appointment by Shareholders at the Company’s first Annual General Meeting since their
which result from significant shareholdings. All Directors are generally asked to confirm that they do
appointment as Directors, to give shareholders the opportunity to confirm this.
not have any conflicts of interest at the beginning of each Board and Committee meeting.
66
PensionBee Group plc Whistleblowing
The Company’s Whistleblowing Policy outlines the Company’s approach to whistleblowing. The
policy recognises that whistleblowing is an important activity that helps firms to learn about and
resolve problems before they escalate further. Whistleblowing also helps the FCA regulate the
financial services sector and information provided by whistleblowers has contributed to fines,
permissions changes and other interventions. The aim of the policy is to ensure the Company has
a fit-for-purpose whistleblowing procedure that encourages employees to come forward with
disclosures without fear of reprisal. The Company’s whistleblowing champion is Michelle Cracknell
CBE, Chair of the Audit and Risk Committee.
Stakeholder Engagement
The Directors recognise their duty under Section 172 of the Companies Act to consider the interests
of stakeholders, and the nature of our business means that the interests of our stakeholders (including
customers, employees, suppliers, shareholders, our communities, government and regulators and
our planet) are front of mind in the Board’s decision-making process. Further information relating
to how we engage with our stakeholders, together with the Section 172 Statement, are set out on
pages 32 to 40 of the Stakeholders section of the Strategic Report.
Many of the stakeholder relationships are managed by the CEO and other members of the Executive
Management team, with regular updates provided to the Board and Committees as appropriate
throughout the year. The Chair of the Board or Committees will offer support on any significant
matters relating to their areas and direct engagement where appropriate.
Employee Engagement
The Board engaged with the wider workforce during the year via existing channels and initiatives
that are in place across the Company to ensure that our employees are listened to and well
represented, including:
• Weekly all-Company Show & Tell meetings with CEO and Executive Management team.
• ‘Happiness!’ meetings for employees to discuss their wellbeing with their manager bi-monthly.
• Annual Diversity, Inclusion and Engagement survey of all employees to seek feedback and
measure progress.
• Annual manager feedback survey.
• Anonymous channels for colleagues to submit any requests, concerns, issues they may have.
• ‘Diversity Champions’ appointed with the aim of helping represent employees and to promote
diversity and inclusion within the company.
• Qualified Mental Health First Aiders, trained to provide mental health support to our colleagues.
• Workforce engagement events with the Board.
During the course of last year, we were pleased to have initiated ‘Town Hall’ meetings for all
employees to have the opportunity to meet and engage with the Board, addressing employees’
queries and concerns. Mary Francis CBE, our Senior Independent Director and the director responsible
for employee engagement, hosted our 2021 employee engagement event, facilitating discussion on
themes suggested by and voted for by employees. All our events and meetings are hosted online in
order to maximise participation and inclusion. We also appointed a Head of Culture, Inclusion and
Wellbeing to lead a new program focused on the enhancement of our values-based culture.
The Board was kept apprised of employee matters and engagement through regular updates
provided by the SID, the CEO and other members of the Executive Management team at Board and
Committee meetings.
Further information relating to how we engage with our employees is set out on pages 32 to 40 of
the Stakeholders section of the Strategic Report.
Relations with Shareholders
The Board is committed to proactive and constructive engagement with the Company’s shareholders
and is keen to ensure that shareholder views are well-understood. The Company’s shareholders
include many of our customers who became shareholders at the time of the IPO, together with our
employees who are, or will become, shareholders in PensionBee.
Investor relations is managed by the CEO, CFO and the CCO, who regularly drive shareholder
and analyst engagement. Virtual one-to-one investor meetings and roadshows are structured
around the regular communication of financial and operational results, including quarterly trading
statements and presentations to investors and analysts, with recordings being made available on
the Company’s website. Regular engagement aims to ensure that both shareholders and sell-side
analysts understand the Company’s investment case, strategy and performance.
Regular updates are provided to the Board so that they are well-informed of views on a variety of
topics, such as financial performance and governance, that are expressed. Feedback from external
advisors to the Company, including its corporate brokers and press agency, who are actively
engaged with the investor and analyst communities is also given regularly. Further information
relating to how we engage with our shareholders is set out on pages 32 to 40 of the Stakeholders
section of the Strategic Report.
Going Concern and Viability Statement
The Directors have assessed the viability of the Group over a period that exceeds the 12 months
required by the going concern provision. Details of that assessment are set out in the ‘Viability
Statement’ on page 56 of the Strategic Report.
67
Annual Report and Financial Statements 2021 Annual General Meeting
The Board looks forward to welcoming shareholders to the Company’s first Annual General
Meeting, which will be held on 18 May 2022. The Notice of the AGM will be distributed to
Shareholders and made available on the Company’s website, and where appropriate, by an
announcement via a Regulatory Information Service, if any changes are required to be made to
the AGM arrangements.
The hybrid format of our AGM will give shareholders the opportunity to participate virtually in an
inclusive way, providing the Board with an opportunity to communicate directly with, and answer
questions from, both retail and institutional shareholders. Shareholders will be able to view the AGM
proceedings and ask questions online via a chat function. Further details will be set out in the Notice
of the AGM.
Mark Wood CBE
Chairman
13 April 2022
68
PensionBee Group plc 4 Nomination Committee Report
Mark Wood CBE
Chair, PensionBee Nomination Committee
Dear Shareholder,
On behalf of the Board, as Chair of the Nomination Committee, I am pleased to present the
Nomination Committee Report for the year ended 31 December 2021. This report is intended to
provide shareholders with an insight into the areas considered by the Nomination Committee and
nature of the work undertaken.
It has been a particularly busy year for the Company, with its listing on the Main Market of the
London Stock Exchange in April 2021. Following changes to the Board made in the run up to our
listing, the Committee’s focus this year has been on the composition of the Board, the Board’s
Committees and the Executive Management team, together with succession planning and building
Duties of the Nomination Committee
Regularly reviewing the structure, size and composition of the Board and recommending changes
Putting in place and reviewing Board and senior management succession plans and appointments
Taking an active role in setting and meeting diversity objectives and strategies and monitoring
the impact
Overseeing the hiring and evaluation process for new Directors and ensuring they receive a full,
formal and tailored induction
Reviewing the leadership needs of the organisation with a view to ensuring the continued ability of
the organisation to compete effectively in the marketplace
Reviewing the results of the Board evaluation process that relate to the composition of the Board
and succession planning
Reviewing annually the time required from Non-Executive Directors
Committee Members and Attendance
Committee Member
Position
Eligible Meetings
Attended Meetings
out our Board and Committee evaluation process.
Mark Wood CBE
Chair of the Committee
Roles and Responsibilities
The role of the Nomination Committee is set out in its terms of reference, which is available on the
Company’s website. The duties of the Nomination Committee include, but are not limited to the
following:
Mary Francis CBE
Senior Independent Director
Michelle Cracknell CBE
Independent
Non-Executive Director
Romi Savova
Chief Executive Officer
2
2
2
2
2
2
2
2
The Nomination Committee must comprise not less than three Directors, with the majority of
members being Non-Executive Directors who are independent.
Mark Wood CBE, Michelle Cracknell CBE, Mary Francis CBE and Romi Savova were members of the
Nomination Committee from the time of the Company’s listing and as at 31 December 2021. Further
biographical details are set out on pages 60 to 62 of the Board of Directors & Executive Management
section of the Corporate Governance Report.
69
Annual Report and Financial Statements 2021 Meetings are held at least twice a year at appropriate times and otherwise as required. The
Committee met twice from the time of the IPO until 31 December 2021, with both meetings being
held by video conference. In addition to the Committee members, other regular attendees included
the CTO, the CCO and the COO.
We also commenced work on agreeing the formal recruitment process for an additional Non-
Executive Director, giving consideration to what the appropriate skills set and considerations around
diversity at the Board level should be. We initiated work on the initial elements of the selection
process, which more generally includes:
After each meeting the Chair of the Committee reports to the Board on the Committee’s proceedings
in respect of all matters within its duties and responsibilities.
Committee Key Activities
2021 Key Activities
Reviewing Board and management team updates
Reviewing Committee Terms of Reference
Reviewing Committee Work Plan for 2021 and approving Committee Program for 2022
Reviewing membership of Board and Committees
Reviewing time commitment from Non-Executive Directors
Establishing the Board succession plan
Establishing the Board Evaluation process and completion of Committee evaluation process
Considering the Board Induction Programme
Board Composition and Recruitment
Following its annual review of Board and Committee composition, the independence of Non-
Executive Directors and their time commitment, the Nomination Committee confirmed to the
Board that it remained satisfied that the balance of skills, experience, independence and knowledge
on the Board and Committees was appropriate.
This year the Nomination Committee considered the addition of a further Executive Director to the
Board during the course of 2022.
70
• The Committee agreeing the skill profile, knowledge and experience that are required.
• Creating and approving the role specification.
• Advertising the role externally on Workable, NED on Board and Dynamic Boards.
• In-house Talent team collating the potential candidates for review and the CEO and CCO reviewing
the candidate profiles to create a shortlist of diverse candidates for the two-step interview process.
• First stage interviews with the CEO and the CCO.
• Second stage interviews with the Non-Executive members of the Committee.
• Selecting a preferred candidate and undertaking the compliance requirements of the Financial
Conduct Authority’s Senior Managers and Certification Regime.
• The Committee undertaking a final review of the preferred candidate (before making a decision
to recommend one candidate to the Board for appointment).
In March 2022, we concluded our process and made a recommendation for the appointment of an
additional Non-Executive Director to the board in connection with the Company's expected transfer
to the Premium Segment, at the same time as recommending the appointmnet of an additional
Executive Director to the board in 2022.
Succession Planning
In relation to succession planning, the Nomination Committee created a succession plan for the
members of the Board, which primarily considered what would occur in the event of unexpected
incapacity, given that there were no planned departures or retirements.
Contingency plans and process steps were agreed with regards to the incapacity of either of the
Executive Directors, with the approach dependant on the anticipated period of absence.
It was agreed that if the Chairman of the Board was incapacitated, the Senior Independent Director
would fill his position on an interim basis, and that if one of the Independent Non-Executive Directors
was to become incapacitated, the other Non-Executive Director would cover the position of Chair of
the Committees as required. If a Non-Executive became unable to perform their duties, the Company
would need to ensure that the Independent Director majority was maintained, and as such, the
Company would seek to appoint a recruitment specialist to assist with completing the recruitment
process expediently. The Company considered that the additional appointment of another Non-
Executive Director as anticipated in 2022 would further enhance the Board’s ability to continue
functioning effectively should an existing Non-Executive Director become unexpectedly unavailable.
The Nomination Committee was satisfied that the appropriate contingency arrangements were in
place in line with the Company’s risk appetite and agreed that it would look to further expand the
succession plan in the coming year.
PensionBee Group plc
Board Evaluation
As part of the work of the Nomination Committee, a process for the Company’s first board evaluation
post its listing was developed and agreed. A formal and rigorous internal performance evaluation
was designed and conducted in respect of the Board and each of its Committees, covering
processes that underpin the Board and Committee effectiveness, Board and Committee constitution
and commitment, Board dynamics, culture, values and strategy and stakeholder oversight. The
evaluations were conducted by way of questionnaires, with responses provided to the Chair and the
Company Secretary, followed by further calls with the individual Directors and the Chair. A summary
of the responses was provided and discussed at the Board’s meeting in November 2021.
The results of the Board evaluation indicated strong performance and effectiveness of the Board
and Committees. There were a number of areas where there was strong agreement across the
whole Board and in particular, the Board dynamics was identified as a real area of strength. Themes
that surfaced and resulting actions that have been identified will form a development plan for the
following year including:
• Views on the skills or knowledge an additional Non-Executive Director could bring to the Board.
• Ensuring a focus on diversity at a Board level to reflect the customer base.
• A desire to strengthen knowledge in the area of ESG.
• Horizon scanning as part of the Board materials, alongside deep dive sessions on particular
aspects of the business.
• Investor perceptions around the business.
• Continuing to receive concise Board papers plus other papers outside the Board cycle.
The Nomination Committee will consider adopting an externally facilitated Board evaluation in due
course, aligning with the UK Corporate Governance Code requirement for FTSE 350 companies to
carry out an externally facilitated evaluation of the Board at least every three years.
Committee Evaluation
As part of the process set out above in ‘Board Evaluation’, in early 2022, the Nomination Committee
undertook an assessment of its own effectiveness and was satisfied that it is operating effectively.
Diversity & Inclusion
The Board believes that the make-up of PensionBee’s employees should reflect the diversity of
the Company’s customer base. The Company is committed to promoting diversity and inclusion
across the business, through measures such as training, anonymised hiring and promotion cycles
and inclusion in the Company’s performance matrices, but also informally through its ‘diversity
champions’, external and internal speaker events and a host of other initiatives.
The Company has publicly committed to public targets for gender and race and is working
towards becoming a ‘Disability Confident’ employer. The Company has published its Diversity,
Inclusion and Equality Policy with public targets for 2022, and continually measures its progress
against these objectives.
Appointments to the Board and Committees take into consideration the individuals skills,
knowledge and experience, and merit, but there is also a focus on promoting diversity among the
Board & Committees so as to ensure the composition is appropriately balanced. We are also working
towards increasing ethnic diversity at Board and Committee level.
This year, PensionBee achieved more than 50%58 female representation across its entire employee
base, and 50% across its Board and Executive Management levels, satisfying the Hampton-Alexander
Review requirement for at least 33% female representation.59
Further detail is set out on pages 32 to 40 of the Stakeholders section and on pages 42 to 51 of the
ESG Considerations section of the Strategic Report.
Nomination Committee Priorities for 2022
For 2022, the Committee will focus its work around the recruitment and appointment of an additional
Non-Executive Director and the addition of a further Executive Director to the Board during the
course of 2022. The committee will also review the Board Succession plan, broadening it to cover
the Executive Management team and other key positions within the Company as appropriate,
considering any actions that need to be taken with respect to increasing diversity and supporting
the growing business.
Appointment of Directors
The Committee is satisfied with the Board's effectiveness and has recommended that all members
of the Board be put forward for appointment at the 2022 Annual General Meeting.
Mark Wood CBE
Chair of the Nomination Committee
13 April 2022
58 Supported by PensionBee’s Diversity & Inclusion Survey, completed in June 2021.
59 As of 31 December 2021.
71
Annual Report and Financial Statements 2021 5 Investment Committee Report
Mark Wood CBE
Chair, PensionBee Investment Committee
Dear Shareholder,
Duties of the Investment Committee
Reviewing the available range of product options for customers, including in accumulation and
decumulation
Reviewing the selection or change of plans and asset managers
Reviewing the choice architecture available to customers
Reviewing the pricing of each plan relative to peers
Reviewing the performance of each plan relative to peers
Reviewing the risk profile of each plan
On behalf of the Board, as Chair of the Investment Committee, I am pleased to present the
Reviewing the processes around customer communication and support
Investment Committee Report for the financial year ending 31 December 2021.
Reviewing the administration, service, and core financial transactions
The report is intended to provide shareholders with an insight into the areas considered by the
Reviewing the environmental, social and governance considerations
Investment Committee and nature of the work undertaken.
Reviewing the retirement offering
The global pandemic has brought great economic uncertainty and more than ever our customers
rely on our plans to secure good retirement outcomes. The Investment Committee takes its
responsibilities very seriously and has spent 2021 fastidiously monitoring the performance and
risk profiles of all our plans, to ensure they continue to offer our customers value for money in a
changing market. Where a plan no longer offers value for money we act, like we did with the closure
of the Match and Future World Plans in 2021.
As a Committee we have continued to hold our asset managers to account, to ensure they provide
the highest levels of service and security for our customers.
Finally, we are pleased to have overseen ESG integration into our investment range, to secure
sustainable value for our customers, our society and our planet.
Roles and Responsibilities
Reviewing fund manager terms and performance, including service levels, breaches and changes
to terms and conditions
Overseeing the selection process for the appointment of, and ongoing relationship with, the
Governance Advisory Arrangement
The Investment Committee assists the Board in discharging its oversight of PensionBee’s investment
proposition. The Investment Committee is responsible for reviewing the Company’s product
offering. This includes the range of options available to customers, the selection or change of asset
managers, the pricing of the plans, as well as the performance and the risk profile of each plan. It also
reviews the performance of fund managers.
The Investment Committee also assists the Board by overseeing the relationship with the Governance
Advisory Arrangement (which PensionBee appointed to assess the design and implementation of
its investment pathways solution), including making recommendations to the Board regarding their
appointment and removal, coordinating the tender process and approving their remuneration and
The role of the Investment Committee is set out in its terms of reference, which is available on the
Company’s website. The duties of the Investment Committee include, but are not limited to the
terms of engagement.
following:
72
PensionBee Group plc Committee Members and Attendance
Monitoring fund manager performance
Committee Members60
Position
Eligible
Attended
Meetings
Meetings
Assessing asset manager performance against the terms of our contract
Annual review of duties and responsibilities to report back to the Board
Mark Wood CBE
Chair of the Committee
Michelle Cracknell CBE
Independent Non-Executive Director
Mary Francis CBE
Romi Savova
Senior Independent Director
Chief Executive Officer
4
4
4
4
3
4
4
3
The Investment Committee must comprise not less than three Directors, of which at least two must
be Non-Executive Directors who are independent.
SSGA / FTSE index error impacting Tracker Plan customers
Reinstating all impacted customers whilst issue was investigated and resolved
Reminding all our managers of their legal obligations and liability with regard to customer funds
ESG integration
Expanding exclusionary screens on core plan range
Surveying customers to ensure our plans match their ESG views
Ensuring that all our plans can be screened
Mark Wood CBE, Michelle Cracknell CBE, Mary Francis CBE and Romi Savova were members of the
Investment Committee from the time of the Company’s listing and as at 31 December 2021. Further
biographical details are set out on pages 60 to 62 of the Board of Directors & Executive Management
section of the Corporate Governance Report.
Committee Evaluation
Meetings are held at least three times a year at appropriate times and otherwise as required. The
Committee met four times during the year to 31 December 2021, with all meetings being held by
video conference. In addition to the Committee members, other regular attendees included the
Chief Engagement Officer and other members of the Executive Management team.
After each meeting the Chair of the Committee reports to the Board on the Committee’s proceedings
in respect of all matters within its duties and responsibilities.
Committee Key Activities
2021 Key Activities
Ensuring our plans and plan range offer value for money
2020 Value for Money Report
Implementation of FCA’s Investment Pathways
Reviewing of Investment Pathway products
Comparing value across plans using AgeWage
Closing plans that no longer offer value for money
In November 2021 our Board evaluation process included the work of the Investment Committee.
Members strongly agreed that the Investment Committee has adequate oversight of the Group’s
investment proposition and effectively reviews the fund managers’ performance. The Committee
confirmed to the Board that it remains satisfied that the balance of skills, experience, independence
and knowledge on the Board and Committees is appropriate.
Investment Committee Priorities for 2022
For 2022, the Committee will focus its work around the 2021 Value for Money report, the Governance
Advisory Arrangement report, monitoring fund manager performance, further exploration of the
launch of a new impact plan, and ESG integration for 2023.
Mark Wood CBE
Chair, Investment Committee
13 April 2022
60 Joseph Suddaby resigned as a Director and the Chair of the Investment Committee in March 2021 ahead of
the Company’s listing. He was eligible to attend 1 meeting in 2021 and was in attendance. Mark Wood CBE was
appointed as Chair of the Investment Committee subsequently.
73
Annual Report and Financial Statements 2021 6 Audit and Risk Committee Report
Michelle Cracknell CBE
Chair, PensionBee Audit and Risk Committee
The role of the Audit and Risk Committee is set out in its terms of reference, which is available on
the Company’s website. The duties of the Audit and Risk Committee include, but are not limited to:
Role and Responsibilities
Dear Shareholder,
Duties of the Audit and Risk Committee
Monitoring the integrity of the financial statements of the Group and reporting to the Board on
significant financial reporting policies and judgements
Reviewing the content of the annual report and accounts and advising the Board on whether it is
fair, balanced and understandable
On behalf of the Board, as Chair of the Audit and Risk Committee, I am pleased to present the Audit
Overseeing the relationship with the external auditor and making recommendations to the Board
and Risk Committee Report for the year ended 31 December 2021.
The report highlights the work that has been performed over the year, and outlines how we have
discharged the responsibilities delegated to the Committee by the Board.
regarding the re-appointment of the external auditor
Reviewing and approving the annual audit plan
Assessing the external auditor’s independence and objectivity
Assisting the Board with the definition and execution of a risk management strategy, risk policies
During the year the Audit and Risk Committee worked with professional advisors ahead of the listing
and current risk exposure
on the London Stock Exchange to ensure the Group met the listing requirements and maintained a
robust control environment for the future effectiveness of the business.
Over the year, the Committee focused on its key responsibilities with assisting the Board by
overseeing the Group’s financial reporting, effectiveness of the financial control environment and
providing oversight of the external auditor relationship and processes. The Committee also assessed
the independence and objectivity of the external auditor.
The Committee also assists the Board in its oversight of risk within the Group. It has a particular
Reviewing the adequacy and effectiveness of the Group’s risk management and internal control system
Reviewing the adequacy and secuirty of the Company's whistleblowing arrangements and procedures
relating to fraud, bribery and money laundering.
Reporting to the Board after each meeting on all matters within the Committee’s duties and responsibilities
Committee Members and Attendance
focus on monitoring the effectiveness of, and improvements being made to, the Group’s risk
Committee Member
Position Eligible Meetings
Attended Meetings
management framework. This includes the documentation and communication of the Group’s
policies, the activities of the first and second line of defence in managing risks in accordance with the
Michelle Cracknell CBE
Chair of the Committee
Group’s risk appetite and the external auditing activities with respect to regulatory and information
Mary Francis CBE
Senior Independent Director
6
6
6
6
security compliance. As is customary, the Board as a whole remains responsible for the Group’s risk
management and strategy, and for determining an appropriate risk appetite.
Further information on the Committee’s activities is provided as follows.
74
The Audit and Risk Committee must comprise not less than two Directors while the Group is considered
a 'smaller company' per the UK Corporate Governance Code and subsequently three Directors, all of
whom must be Non-Executive Directors who are independent. Where possible it should include at least
one member of the Remuneration Committee and/or one Non-Executive Director responsible for risk.
PensionBee Group plc Michelle Cracknell CBE and Mary Francis CBE were members of the Audit & Risk Committee for the
year to 31 December 2021. Michelle Cracknell CBE is a qualified actuary with 30 years’ experience
in financial services and more than 13 years’ experience as a Board Director, including five years’
experience as an Audit and Risk Committee Chair. Further biographical details are set out on pages 60
to 62 of the Board of Directors & Executive Management section of the Corporate Governance Report.
Reviewing monthly risk updates that cover policy changes, second-line control activity and reported
incidents
Overseeing onboarding of new policy management software
Overseeing external regulatory audit
Overseeing external information security audit and ISO 27001 certification
Meetings are held at least four times a year at appropriate times in the financial reporting and audit
cycle, and otherwise as required. The Committee met six times during 2021 with the meetings
being held by video conference. In addition to the Committee members other regular attendees
included the Chairman, CEO, CTO, CFO, CCO and the Finance Director. The external auditor, Deloitte
LLP, also attended on most occasions.
Approving the 2022 Risk Plan
Financial Reporting
After each meeting the Chair of the Committee reports to the Board on the Committee’s proceedings
Group Financial Statement Reporting
in respect of all matters within its duties and responsibilities.
One of the core responsibilities of the Audit and Risk Committee is to ensure the integrity of the
Committee Key Activities
2021 Key Activities
Financial Statements
Reviewing the half-year reporting timeline
Reviewing the interim report
Reviewing the year-end financials
Reviewing going concern and liquidity risk
External Audit
Reviewing the management representation letter
Reviewing the half-year audit programme and auditor report
Reviewing the full year audit programme and audit report
Reviewing external audit effectiveness and recommending for re-appointment
Governance
Reviewing Audit and Risk Committee 2022 meeting calendar
Reviewing Financial Prospects and Procedures post-IPO recommendations
Reviewing non-audit services policy
Undertaking the Committee evaluation
Reviewing Committee terms of reference
Considering UK Corporate Governance Code requirements
Risk Management and Internal Controls
Reviewing principal risks and uncertainties
Reviewing overall internal controls and risk management systems
Reviewing whistleblowing and anti-bribery and corruption policy
financial statements of the Group. For the financial year, the Audit and Risk Committee:
• Reviewed the Interim Report and Annual Report and recommended approval to the Board.
• Reviewed the completeness of the financial reporting disclosures.
• Reviewed the application and appropriateness of accounting policies.
• Reviewed the going concern assumption and viability statement.
Significant Issues Considered by the Committee in Relation to the Financial Statements
Significant accounting policies and accounting judgements are identified by management and the
external auditor and are reviewed and challenged by the Committee. The significant accounting
policies and judgements considered by the Committee, and details of how they were addressed, in
respect of the year ended 31 December 2021 are set out below:
Areas for
Consideration
Committee Review and Conclusion
Revenue Recognition The Committee considered the relevance, revenue streams and recognition
criteria stipulated in the accounting standard. The Committee recommended
the policy to the Board for approval.
Share-based Payment The Committee considered the grant date fair value, vesting conditions,
initial recognition and subsequent measurement of share options as set out
in the accounting standard. The Committee recommended the policy to the
Board for approval.
Research and
Development
The Committee reviewed the current accounting treatment of Research and
Development, the relevance, and whether an intangible asset should be
recognised. The Committee reviewed the policy and recommended it to the
Board for approval.
75
Annual Report and Financial Statements 2021 Income Taxes
The Committee considered the Group’s tax position and the accounting
standard requirements on recognition of a deferred tax asset. The Committee
reviewed the policy and recommended it to the Board for approval.
Statements to ensure its consistency with the information reported and that appropriate weight
has been given to both positive and negative aspects of the performance of the Group.
Following its review, the Committee is satisfied that the Annual Report and Financial Statements
Leases
The Committee reviewed the basis of accounting for all types of leases;
are fair, balanced and understandable and establish the context necessary to give shareholders and
short term and long term, low value and high value leases. The Committee
other stakeholders a balanced view between successes, opportunities, challenges and risks.
recommended the policy to the Board for approval.
FRS 102 for
Due to practical reporting considerations, the Committee reviewed the
PensionBee Group
recommendation for reporting under different accounting frameworks
plc standalone
within the group. The Committee recommended the approval of adoption
financial statements
of FRS 102 by PensionBee Group plc standalone accounts to the Board.
Going Concern and Viability Statement
In addition to considering significant accounting policies and judgements, the Committee plays an
important role in the production of the Annual Report and Financial Statements and Interim Results.
This includes reviewing and challenging the assumptions that support the use of the going concern
basis for the preparation of the financial statements and the statement given by the Directors as to
the Group’s longer-term viability.
The Committee reviewed detailed management analysis elaborating on the going concern
assumptions and the viability statement. This included the KPIs, profit and loss, cash flow, balance
sheet and capital forecasts on a monthly basis. The Committee considered additional stress tests,
including a sharp decline in equity markets, the worsening of conversion and lower transferred-in
pension pot sizes, all of which could potentially be caused by the Coronavirus pandemic, Brexit,
the Russian invasion of Ukraine and/or interest rate rises. Furthermore, the Committee considered
management mitigating actions that could be taken in the stress scenarios and the strength of the
Group’s capital position.
After due consideration, the Committee recommended to the Board that it was appropriate for the
Group to adopt the going concern basis of accounting in the preparation of the Annual Report and
Financial Statements for the year and that based on the current information, the Directors could
make the Viability Statement as shown on page 56 of the Strategic Report.
Fair, Balanced and Understandable
The Audit and Risk Committee supports the Board in ensuring that the Annual Report, taken as a
whole, is fair, balanced and understandable.
The Committee considers the procedure around the preparation and review of the Annual Report
and Financial Statements. It considers the narrative section of the Annual Report and Financial
76
The Directors’ statement on a fair, balanced and understandable Annual Report and Financial
Statements is set out in the Statement of Directors’ Responsibilities on page 104 of the Corporate
Governance Report.
Risk Management Framework
The Audit and Risk Committee is responsible for monitoring and reviewing the effectiveness of the
Group’s internal control and risk management systems. The Group’s systems of internal control and risk
management are designed to identify, evaluate and manage risks. Through monitoring the effectiveness
of its internal controls and risk management, the Committee is able to maintain a good understanding
of principal risks, key emerging areas of risk and the Executive Team’s decision making process.
In 2021, Adebola Haffner joined as Senior Legal Counsel following more than a decade of experience
in financial services and carried out a general review of the Company’s Risk Management Policy and
the risk framework and regularly engages with the Committee.
Principal Risks
The Board has identified and set out the key risks that, if they were to materialise, could have an
impact on the Group’s ability to meet its strategic objectives. These risks include regulatory risk,
information security risk, operational risk, market risk and credit risk and are further detailed on
pages 52 to 55 of the Managing our Risks section of the Strategic Report.
Risk Appetite
The Board is responsible for establishing the risk strategy and setting out the risk appetite.
Based on an assessment of the impact of the risk, the Company has outlined its risk appetite for
the occurrence of the risk. With respect to most risks, the Company’s risk appetite is low. The risk
appetite is determined by the Company’s desire to keep financial losses and reputational damage
arising from its principal risks as low as possible owing to the importance of allocating capital to
growth and the Company’s desire to build trust in its services. The Company generally has a medium
risk appetite where the risk arises as a function of the business model, for example the risks arising
from fluctuations in investment markets.
PensionBee Group plc Monthly Risk Reviews
The Board receives monthly updates including reports on any business areas which are, or should
be, subject to further controls or additional measures to mitigate any new or changing risks that
have already been identified. The report also provides an overview of policy updates, incident
reporting for the month and the nature of risks the Company is witnessing operationally.
management information, reporting obligations, identification of risk, risk oversight, business
planning, products and internal governance. The Committee was informed of the progress and
satisfactory completion of the initial audit, which was conducted by an external party. Regular
auditing activities will continue into 2022 and beyond.
Information Security and ISO 27001 Certification
The Monthly Risk Reviews detail the monitoring activities the second line of defence has undertaken
during the month. These include monthly checking of key financial processes related to the
Company’s financial reporting activities, such as declarations of tax irregularities, capital adequacy
calculations, related party transactions and incoming supplier due diligence.
In early 2021, PensionBee was subject to an audit by a third party of its information security practices,
resulting in the Company receiving ISO 27001 certification. PensionBee had previously received the
Gold Standard in the IASME Governance Framework. PensionBee intends to continue completing
the annual ISO 27001 recertification process.
Overall, the monthly risk reviews, combined with topics raised at the Committee meetings,
enable the Audit and Risk Committee to effectively oversee the Company’s approach to risk
management.
Policy Management Software
External Audit
Deloitte is PensionBee’s external auditor, with 2021 being the fourth financial year to be audited by
them. Kieren Cooper has fulfilled the role as lead audit partner for the 2021 year, having taken over
from David Rozier who led the 2020 year audit.
In 2021, PensionBee implemented Clausematch, a policy management, regulatory change and
compliance platform, as its main policy management software. Clausematch facilitates an auditable
process for the review and dissemination of all of the Company’s policies.
The Committee oversees the audit relationship with Deloitte. The Committee’s responsibilities are
appointing, reappointing and removing the external auditor and overseeing their effectiveness,
independence and objectivity.
Internal Audit
The Company performs internal auditing activities according to a calendar overseen by the Audit
and Risk Committee. The Company employs external parties to provide third line assurance and
these parties are appointed based on their sector expertise, for example, investment management,
finance, compliance, regulation and information security expertise. The Audit and Risk Committee is
kept up to date with the work of these parties.
The requirement for further audits will remain under consideration as part of the wider consideration
of internal controls and risk management. The Company will conduct additional internal auditing
activities when appropriate, where additional assurance is required or where there are considered
to be risks.
The internal auditing activities are currently coordinated by the Risk Management team and the
Company is satisfied that the Audit and Risk Committee can oversee the implementation of third line
assurance and gain the required assurance over internal controls through the use of external parties.
External Regulatory Audit
During 2021, the Committee approved the reappointment of the auditor, the proposed audit fee
and terms of engagement. The Committee also reviewed the audit plan presented by Deloitte.
Following the initial appointment of Deloitte in 2020, and in consideration of PensionBee’s listing
in 2021 and the requirement for public companies to re-tender their audit every ten years, it is
expected the Company’s audit mandate will be re-tendered at the latest in 2031.
External Auditor Effectiveness, Independence and Objectivity
The Committee considered the effectiveness of the audit process and in early 2022, reviewed the
FRC’s Audit Quality Inspection report and challenged Deloitte on the findings. Furthermore, the
Committee conducted a performance review for the 2021 financial year, by seeking feedback
from Committee members and the Executive Management team on the quality of the audit
team and the audit delivery as well as the challenges demonstrated by Deloitte in its work and
interactions with management. The Committee was satisfied that the services provided by the
external auditor met the required quality standards.
The Chair of the Committee has regular interactions with the external audit partner outside of
Committee meetings and without attendance of the management team. Furthermore, a meeting of
the Committee members was also held with the auditors without the Executive Management team.
The Group began the regular auditing of the discharge of its regulatory obligations, including
the Senior Managers and Certification Regime, required training, administration standards and
The Committee considered the independence and objectivity of the external auditor. This
consideration was done for both the audit firm and the audit team. This was based on the
77
Annual Report and Financial Statements 2021 significance of the audit fees from PensionBee on the total revenue generated by Deloitte,
other engagements with PensionBee on which the audit team members are involved and the
relationship between the audit team members and management. The Committee also considered
the Revised Ethical Standard compliance in light of non-audit services provided in 2021. Lastly, the
Committee approved the Non-Audit Services Policy to ensure auditor independence, in particular
requiring Committee approval for any potential non-audit services sought by management.
Item
Other Assurance Services
Tax Structuring Services
Audit Related Services
Non-Audit Services Policy
Financial Statements Audit Services
Amount (£ 000)
633
167
42
128
The Committee reviewed and approved the non-audit services (‘NAS’) policy in 2021. The policy
is reviewed annually by the Committee to safeguard the ongoing independence of the external
auditor and to ensure compliance with the FRC’s Ethical Standard.
The Committee acknowledged the benefits that can be leveraged in using the external auditor for
non-audit services due to their understanding of the business. In the circumstance where Deloitte
is engaged to provide non-audit services, the policy governs the provision of these services and
ensures they do not impair the external auditor’s independence and objectivity.
Before proceeding with a non-audit service, the fee comparative to the audit, types of services, and
external auditor independence are considered. The Committee’s approval has to be achieved before
the external auditor is engaged to provide non-audit services. For permitted non-audit services that
are deemed to not be material, the Committee has pre-approved the use of the external auditor for
cumulative amounts totalling less than £50,000. The threshold up to £20,000 requires the approval
of the CFO and/or the CEO. Non-audit fees within the threshold of £20,001 to £50,000 require the
approval of the CFO and CEO.
Non-audit fees paid to the external auditor should not exceed 70% or more of the average audit
fees for three consecutive financial years starting from the IPO. The cap will become effective from
April 2024, after the three year grace period as a public interest entity (‘PIE’) from the time of the IPO.
The external auditor undertook non-audit work in relation to the IPO Reporting Accountant and Tax
Structuring processes and was paid a total fee of £801k during the 2021 financial year which can be
found in the table that follows.
The Committee is satisfied that the external auditor’s independence has not been impaired by their
provision of non-audit services.
External Auditor Fee
An overview of the total fees paid to Deloitte are shown in the table that follows.
Non-audit fees paid to the external auditor during the year exceeded audit fees by 558%. The non-
audit fees cap will become effective from April 2024 after the three year grace period as a PIE from
the time of the IPO. Non-audit fees paid to the external auditor will not exceed 70% or more of the
average audit fees for three consecutive financial years starting from the IPO.
Details of the fees paid to Deloitte during the year are shown in Note 9 of the Financial Statements.
Compliance, Whistleblowing, Anti-Bribery and Corruption and Financial
Crime
The Group maintains a robust set of compliance policies that are documented and managed on the
Clausematch platform.
Whistleblowing
The Company’s Whistleblowing Policy outlines the Company’s approach to whistleblowing. The
policy recognises that whistleblowing is an important activity that helps firms to learn about and
resolve problems before they escalate further. The aim of the policy is to ensure the Company has
a fit-for-purpose whistleblowing procedure that encourages employees to come forward with
disclosures without fear of reprisal. The Company’s whistleblowing champion is Michelle Cracknell
CBE, Chair of the Audit and Risk Committee.
Anti-Bribery and Corruption
The Company has a zero-tolerance for bribery and corrupt activities, as outlined in its Anti-Bribery
and Corruption Policy. The aim of the policy is to help PensionBee uphold all laws relating to
anti-bribery and corruption. The anti-bribery policy applies to all Directors, officers, employees,
consultants, contractors, interns, or any other person or persons associated with the Company
(including third parties), no matter where they are located (within or outside of the UK).
78
PensionBee Group plc
Financial Crime
PensionBee has a regulatory and legal responsibility to assist the authorities in countering the
perpetration of financial crimes. Financial crimes include but are not limited to money laundering,
terrorist financing and fraud. Financial crime is perpetrated by individuals and therefore this policy
is closely linked to the Company’s Know Your Customer Policy. Fraud can lead to highly damaging
outcomes for customers and is particularly relevant when transactions are being processed out of
the PensionBee Personal Pension. Fraud risks are therefore also closely linked to the Transfer Out
Policy and the Banking Policy, which covers the risks of making inaccurate payments.
Audit and Risk Committee Priorities for 2022
For 2022, the key focuses for the Audit and Risk Committee are expected to include oversight of
the external information security audit and the ISO 27001 re-certification process, a review of the
Financial Prospects and Procedures with consideration to the recommendations made post the
Company’s listing, and a review of the documentation and reports as required in anticipation of the
Company’s expected transfer to the Premium Segment.
Committee Evaluation
During 2021 an internal evaluation of the Board and Committees was carried out, the details of
which can be found on pages 69 to 71 of the Nomination Committee Report within the Corporate
Governance Report. The Committee conducted an effectiveness review as part of the evaluation
process and was satisfied that the Committee composition is appropriate, there is an adequate
balance of skills and experience, and the Non-Executive Directors remained independent. The
effectiveness review confirmed that the Committee is operating effectively.
Michelle Cracknell CBE
Chair of the Audit and Risk Committee
13 April 2022
79
Annual Report and Financial Statements 2021 7 Directors’ Remuneration Report61
Annual Statement by the Chair of the Remuneration Committee
61
61 The Directors’ Remuneration Report that follows has been prepared in accordance with the Listing Rules, the Large and Medium-sized
Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and the Companies Act 2006.
Roles and Responsibilities
Mary Francis CBE
Chair, PensionBee Remuneration Committee
The role of the Remuneration Committee is set out in its terms of reference, which is available on
the Company’s website. The duties of the Remuneration Committee include, but are not limited to
the following:
Dear Shareholder,
I am pleased to present our first Directors’ Remuneration Report for the year ended 31 December
2021, which has been prepared by the Remuneration Committee and approved by the Board.
The Directors’ Remuneration Report comprises three sections:
• This statement, being my annual report on the activities of the Remuneration Committee during
the year.
• The Directors’ Remuneration Policy (the ‘Policy’) which will be subject to a binding vote at the
2022 Annual General Meeting ('AGM').
• The Annual Report on Remuneration, which explains how the Directors have been rewarded in
the period from IPO to end of the financial year and will be subject to an advisory vote at the
AGM.
61 The Directors’ Remuneration Report that follows has been prepared in accordance with the Listing Rules, the
Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and the
Companies Act 2006.
80
Duties of the Remuneration Committee
Determining the Company’s framework and policy for executive remuneration
Setting remuneration for all Executive Directors and reviewing remuneration for senior management
Reviewing workforce remuneration and related policies and the alignment of incentives and
rewards with culture
Considering remuneration arrangements with respect to the UK Corporate Governance Code
requirements for clarity, simplicity, risk mitigation, predictability and proportionality
Committee Members and Attendance
Committee Members
Position
Mary Francis CBE
Chair of the Committee
Michelle Cracknell CBE
Independent Non-Executive Director
Mark Wood CBE
Independent Non-Executive Chairman
Eligible
Attended
Meetings
Meetings
3
3
3
3
3
3
The Remuneration Committee must comprise not less than three Directors, all of whom are Non-
Executive Directors who are independent. The Chair of the Remuneration Committee must not be
the Chair of the Company, and should have served on a remuneration committee for at least 12
months prior to being appointed.
Mary Francis CBE, Michelle Cracknell CBE and Mark Wood CBE were members of the Remuneration
Committee from the time of the Company’s listing and as at 31 December 2021. Further biographical
details are set out on pages 60 to 62 of the Board of Directors & Executive Management section of
the Corporate Governance Report.
PensionBee Group plc
Meetings are held at least twice a year at appropriate times and otherwise as required. The
Committee met three times from the time of the IPO until 31 December 2021, with all meetings
being held by video conference.
direct reports will continue to be geared toward equity, which we consider to be appropriate for a
Company that is investing for growth.
The CEO, COO and CCO and other members of the Executive Management team attended meetings
by invitation to provide valuable input. However, no member of management plays any part in
determining his or her remuneration.
After each meeting the Chair of the Committee reports to the Board on the Committee’s proceedings
in respect of all matters within its duties and responsibilities.
Context of Remuneration
2021 was a pivotal year for PensionBee as we transitioned from private to listed status. The
Remuneration Committee has worked hard to ensure that we have remuneration arrangements
that underpin our Company’s strategy and people needs, which are determined through rigorous
governance, and which are transparent to our shareholders and stakeholders.
PensionBee has achieved this development at the same time as navigating the challenges presented
by the COVID-19 pandemic. I am pleased to say that the Company has not taken any Government
financial assistance during this time and has continued to support its employees as they adjust to
new ways of working.
As Remuneration Committee Chair, I am glad to talk with investors and their representatives at any
time. I am also responsible for the Board’s engagement with employees, and the Committee takes
careful account of remuneration developments across the Company as a whole. Further details on
employee engagement and how we support our employees’ health and wellbeing are set out on
pages 45 to 49 of the ESG Considerations section in the Strategic Report.
Company Policy Review
Before the IPO, we conducted a thorough review of the remuneration policy across the Company
as a whole. The arrangements in place provided a conservative and sound starting point, with
remuneration levels in line with, or in some cases below, equivalent market levels, and performance-
linked elements mainly in option awards. The Company’s need to conserve cash for investment and
growth was thus very much respected. We concluded that the policy going forward should be to
ensure that rewards are fair with respect to both market and internal relativities, so that our Company
can continue to recruit and retain high quality employees. This led us to approve increases in base
salaries for 2021 at a number of levels across the Company; to introduce an annual performance-
based bonus scheme in line with market practice; and to formalise annual grants of restricted shares
to incentivise long-term performance. The first such grants, with a performance underpin, will be
made during 2022. In total, performance-related remuneration for Executive Directors and their
The Company’s Remuneration Policy is underpinned by a philosophy that delivers on the Company’s
duty of fairness to its:
• Customers - Remuneration should maintain the appropriate culture that enables the Company
to do what is best for its customers. It is important that remuneration is always considered
fair by the Company’s customers and that employees are motivated first and foremost by the
Company’s vision to live in a world where everyone can look forward to a happy retirement.
• Employees - Remuneration should recognise that the time commitment and level of
responsibility tend to increase with seniority, which should be reflected in the remuneration
structure. Pay should not encourage any undue risk taking.
Directors’ Remuneration Policy
Following the review of remuneration across the business, we reviewed the more specific application
for Executive Directors which forms the Directors’ Remuneration Policy (the ‘Policy'). We are seeking
shareholders’ approval for our Directors’ Remuneration Policy at the 2022 AGM, for a three-year
period. We will keep overall remuneration levels under careful review during this time within the
parameters of the Policy, and we are confident that our approach will support the delivery of the
Company’s key objectives during its initial years as a public company.
The Policy is set out in detail on pages 83 to 93 but the main features include:
• Below-market salaries, fixed for 2021 and 2022, noting that the bonus and restricted share awards
are also set by reference to these salaries.
• Pension alignment with the wider workforce.
• Annual performance-related bonus of up to 100% of salary, with at least 75% of the bonus being
deferred into shares.
• A restricted share award of up to 125% of salary subject to performance underpin, vesting over
3-5 years and with a post-vesting holding period until the fifth anniversary of grant.
• Shareholding guidelines of 200% of salary which continue to apply in full for a period of two
years post the cessation of employment.
• Comprehensive malus and clawback provisions.
81
Annual Report and Financial Statements 2021
Performance-Related Bonus Reward for 2021
Advisors
The annual bonus plan includes a mix of financial and non-financial performance measures. Financial
measures account for at least 50% of total payout, together with personal, strategic, operational and
risk control measures. Similar factors provide an underpin to the annual awards under the restricted
share plan. The Company is committed to delivering the best possible outcomes for our customers
and the Committee considers the Company’s approach to risk management and other ESG factors
when assessing the appropriateness of the out-turn both in terms of the assessment of personal
performance and also the gateways to the bonus plan (and will also consider these factors under
the Restricted Share Plan underpin).
The Committee appointed FIT Remuneration Consultants LLP as their independent advisor
during the year following a competitive tender process. FIT advised on all aspects of our Directors’
Remuneration Policy and practice and reviewed remuneration structures against corporate
governance requirements. FIT is a member of the Remuneration Consultants’ Group and complies
with its Code of Conduct which sets out guidelines to ensure that its advice is independent and free
of undue influence. FIT carries out no other work for PensionBee or its subsidiaries. The Remuneration
Committee is satisfied that the advice is objective and independent taking into account that during
the year FIT was paid time-based fees of approximately £59,000 plus VAT.
As detailed on pages 24 to 28 of the Operating and Financial Review section of the Strategic Report,
the Company delivered strong top line growth across its core performance indicators, including
Assets under Administration (£2.6bn), Revenue (£12.8m) and Invested Customers (117,000).
Simultaneously, through appropriate cost discipline and technological investments in productivity,
the Company demonstrated increasing operating leverage through the improvement of the
EBITDA margin, reaffirming its expectation of profitability by the end of 2023. Overall, the Company
met or exceeded the guidance given to the market at the time of the Initial Public Offering ('IPO').
These financial outcomes were achieved against a backdrop of strong customer satisfaction rates,
as demonstrated by PensionBee’s Trustpilot score (Excellent), its app ratings (4.7 on average) and
its Net Promoter Score (63 based on internal measurement)62, as well as effective risk management.
While the number of Invested Customers grew by 70% and in line with the Company’s financial
guidance provided at the time of the IPO, this outturn was marginally out of line with threshold
internal forecasts, so that component of the bonus did not pay out. Overall, this led to a bonus out-
turn for the Executive Directors at 75% of maximum.
Having considered all these factors, the Committee confirmed the formulaic out-turn without the
exercise of discretion.
Implementing the Policy for FY2022
Committee Evaluation
During 2021, an internal evaluation of the Board and Committees was carried out, the details of
which can be found on pages 69 to 71 of the Nomination Committee Report within the Corporate
Governance Report.
In early 2022, the Remuneration Committee undertook an assessment of its own effectiveness and
was satisfied that it is operating effectively.
Conclusion
I am grateful to my fellow Directors on the Committee, Mark Wood CBE and Michelle Cracknell
CBE, for their hard work throughout 2021, and to the whole Executive Management team and our
professional advisors for their support and input.
We look forward to engaging with our shareholders and other stakeholders on an ongoing basis. I
would welcome any feedback or comments on the Directors’ Remuneration Report more generally.
I will be available at the Annual General Meeting to answer any questions about the work of the
Remuneration Committee for the year.
As set out in the Prospectus, base salary for each of the Executive Directors will remain unchanged
for 2022 (with a planned increase to £200,000 in 2023).
Mary Francis CBE
Chair of the Remuneration Committee
13 April 2022
The first restricted share award under the Omnibus Plan was granted in March 2022 following the
announcement of the results.
The annual bonus structure will remain broadly unchanged, with a combination of financial
performance measures accounting for 50% of the total and including Revenue and Adjusted EBITDA
Margin, together with personal performance (accounting for 25% of the total) and a Customer
Love Composite metric (also accounting for 25% of the total and including the equally weighted
subcomponents of the Company’s Invested Customers, Trustpilot score, App Reviews, Complaints
Ratio and Net Promoter Score). These metrics are considered to provide a balanced scorecard of the
Executive Directors’ responsibilities to key stakeholders.
82
62 PensionBee’s externally measured NPS is 75. Source: Boring Money, 2022.
PensionBee Group plc
Directors’ Remuneration Policy
The Directors’ Remuneration Policy (the 'Policy') is submitted for approval at the 2022 Annual General Meeting (‘AGM’), and subject to shareholder approval will take binding effect from the close of that meeting.
The Remuneration Committee intends that the new Policy will operate for three years. In drafting the Policy, the Committee was advised that each element of pay should include a cap. The included numbers are
set to comply with this requirement and do not form an aspiration.
The Policy was reviewed and approved by the Remuneration Committee. As part of the process input was collected from management and our external advisors.
Objectives of the Policy
The proposed Directors’ Remuneration Policy, effective post shareholder approval from the date of the 2022 AGM, has been designed to meet the following objectives:
Clarity
Simplicity
Risk
• The Policy is designed to be simple and support
long-term, sustainable performance.
• Our arrangements include a market standard
annual bonus and a single long-term incentive
• The Policy is in line with standard UK listed
company practice and is well understood by
plan.
• The details of each are clearly set out in our
participants and shareholders alike.
Policy.
• The Policy clearly sets out the limits in terms of
quantum, the performance measures which can
be used and discretion which could be applied if
appropriate.
• There are no complex or artificial structures
required to deliver the Policy.
• Appropriate limits are set out in the Policy and within the respective plan rules.
• The Committee retains discretions to override formulaic outturns.
• When considering performance measures and target ranges, the Committee will take account of
the associated risks and liaise with the Audit and Risk Committee as necessary.
• The long-term nature of a large proportion of pay (through significant annual bonus deferral,
post-vesting holding periods and post-cessation shareholding requirements) encourages a
long-term, sustainable mindset. The use of restricted shares rather than more geared forms of
long-term incentives also mitigates the risk of undue focus on those targets.
• Clawback and malus provisions are in place across all incentive plans.
Predictability
Proportionality
Alignment to Culture
• The Policy contains appropriate caps in place for
each component of pay.
• Incentive outcomes are contingent on
successfully meeting stretching performance
• The Policy encourages high performance delivery which is aligned to the culture within the
business. However, this performance focus is always considered within an acceptable risk
• The potential reward outcomes are easily
quantifiable and are set out in the illustrations
provided in the Policy.
• Performance can be reviewed at regular intervals
to ensure there are no surprises in outcomes at
the end of the performance period.
targets which are aligned to the delivery of the
profile.
• Overall pay levels are modest with base salaries below-market reflecting the pre-profit state
of the Company’s evolution.
• The measures used in the variable incentive plans reflect the KPIs of the business.
Company’s strategy.
• Performance will be assessed on a broad
basis, including a combination of financial
and operational metrics. The use of different
measures ensures there is no undue focus on a
single metric which could be at the detriment
of other stakeholders.
• The Committee retains discretions to override
formulaic outturns.
83
Annual Report and Financial Statements 2021 Remuneration Policy for Executive Directors
The following table summarises each element of the remuneration policy for the Executive Directors, explaining how each element operates and links to the corporate strategy.
Base Salary
Purpose
Operation
• To recruit and retain high-calibre Executive Directors.
• Recognise knowledge, skills and experience as well as reflect the scope and size of the role.
• Normally reviewed annually in February (with any changes usually effective from May). An out of cycle review may be conducted if the Committee determines
it is appropriate.
• When setting base salaries, the Committee takes into account a number of factors including (but not limited to) skills and experience of the individual, the size
and scope of the role, salary increases across the Group as well as salary levels for comparable roles in other similarly sized companies.
• Currently salary levels are considerably below market levels reflecting the pre-profit state of the Company. The Company set out in the Prospectus a plan to
increase the CEO and CTO's salaries to £200,000 from 2023 and then to review against benchmarks from 2024. This may lead to a higher level of increase than
would normally be the case.
Maximum Potential Value
• The maximum salary level is £500,000.
• Salary increases are normally considered in relation to the wider salary increases across the Group, albeit recognising the unusually low starting position in the
current remuneration policy.
• Above workforce increases may be necessary in certain circumstances such as when there has been a change in role or responsibility or where, as was the case
at IPO, an Executive Director has been appointed on an initial salary which is lower than the desired market positioning.
Performance Metrics
• The current base salaries for the Executive Directors are set out on page 92.
• Individual performance, as well as the performance of the Group, is taken into consideration as part of the annual review process.
Pension
Purpose
Operation
Maximum Potential Value
Performance Metrics
84
• To provide cost-effective retirement benefits.
• The Executive Directors may participate in the Company’s pension scheme or receive a cash allowance in lieu if HMRC caps apply.
• Pension contributions and allowances are normally paid monthly and are not bonusable.
• The Company pension contributions to defined contribution retirement arrangements or cash allowances are capped at those of the wider workforce (currently
5% of qualifying salary).
• This applies to current and any future Executive Directors.
• Not applicable.
PensionBee Group plc
Benefits
Purpose
Operation
Maximum Potential Value
Performance Metrics
Annual Bonus
Purpose
Operation
Maximum Potential Value
Performance Metrics
• To provide competitive, cost-effective benefits which help to recruit and retain Executive Directors.
• Benefits may include various insurances such as life, disability, medical and other benefits provided more widely across the Group from time to time.
• Other benefits, such as relocation expenses or expatriate arrangements may be provided as necessary.
• Reasonable business-related expenses (including any tax thereon) will be reimbursed.
• The value of benefits will vary based on the cost to the Company of providing the benefits.
• Not applicable.
• To incentivise and reward for the delivery of suitably stretching annual corporate targets to align with shareholders’ and wider stakeholders’ interests.
• The Annual Bonus is subject to performance measures and objectives set by the Committee for the financial year.
• At the end of the performance period the Committee assesses the extent to which the performance targets have been achieved and approves the final
outcome.
• At least 75% of any bonus earned will be deferred in shares, normally for a total of three years, with a third vesting and becoming exercisable in the first,
second and third year respectively.
• Dividend equivalents may apply to the extent such deferred awards vest.
• Malus and clawback provisions apply as set out on page 88.
• Bonus awards are non-pensionable and are payable at the Committee’s discretion.
• The annual bonus policy maximum is 100% of base salary.
• The target annual bonus opportunity is normally set at 50% of the maximum.
• The threshold annual bonus opportunity is up to 25% of the maximum.
• The Committee will determine the relevant measures and targets each year taking into account the key strategic objectives at that time.
• Performance measures may include financial, strategic, operational, ESG, and/or personal objectives.
• At least 50% of the bonus will be linked to financial measures.
• The Committee sets targets that are challenging, yet realistic in the context of the business environment at the time and by reference to internal business
plans and external consensus. Targets are set to ensure there is an appropriate level of ambition associated with achieving the top end of the range but
without encouraging inappropriate risk taking.
• The performance measures for FY22 are set out on page 92.
85
Annual Report and Financial Statements 2021 Long-Term Incentives
Purpose
Operation
Maximum Potential Value
Performance Metrics
All-Employee Share Plans
Purpose
Operation
Maximum Potential Value
Performance Metrics
Shareholding Requirements
Purpose
Operation
Maximum Potential Value
Performance Metrics
86
• To incentivise and reward for the delivery of long-term performance and shareholder value creation.
• To align with shareholders’ interests and to foster a long-term mindset.
• An annual award of restricted shares under the 2021 PensionBee Group PLC Omnibus Plan which normally vest after a period of not less than three years
(expected to be one-third on each of the third, fourth and fifth anniversaries of grant for Executive Directors) subject to continued employment and the
achievement of a performance underpin.
• Vested awards are subject to a further holding period applying at least until the fifth anniversary of grant during which they may not ordinarily be sold (other
than to pay relevant tax liabilities due).
• Dividend equivalents may accrue over the period from grant until the later of vesting and the expiry of any holding period.
• Malus and clawback provisions apply as set out on page 88.
• The maximum annual award is 125% of salary and the Committee expects to normally grant awards at this level to the Executive Directors.
• The nature of restricted shares is that they are not based primarily on performance conditions, although the Committee will apply an underpin and may
reduce vesting levels if overall performance is not considered to warrant the full vesting level having regard to financial performance, the development of the
strategy and the management of risk and other ESG factors.
• To encourage wider share ownership across all employees, including the Executive Directors.
• To align with shareholders’ interests and to foster a long-term mindset.
• The Company does not currently intend to deploy the all-employee share plans. Disclosure around the plans has been included for future flexibility as
required.
• Executive Directors may participate in all employee schemes on the same basis as other eligible employees.
• This includes the Share Incentive Plan (‘SIP’) and the Save As You Earn (‘SAYE’) which have been adopted but are not currently in operation.
• Both plans have standard terms, which are HMRC approved and allow participants to either purchase or be granted shares (SIP) or enter into a savings
contract (SAYE) in a tax-efficient manner.
• Limits are in line with those set by HMRC (or at a lower level if so determined by the Remuneration Committee).
• Not applicable as per market standard.
• To align with shareholders’ interests and to foster a long-term mindset.
• Executive Directors will normally be expected to retain shares, net of sales to settle tax, until they have met the required shareholding.
• Progress towards the guideline will be reviewed by the Committee on an annual basis.
• In addition, Executive Directors are expected to hold shares after cessation of employment to the full value of the shareholding requirement (or the existing
shareholding if lower at the time) for a period of two years.
• The shareholding requirement for Executive Directors is 200% of base salary.
• Not relevant.
PensionBee Group plc Fees Policy for Chairman and Non-Executive Directors (the ‘NEDs’)
The following table summarises the fees policy for the Chairman and the NEDs.
Fees
Purpose
Operation
• To provide a competitive fee to attract NEDs who have the requisite skills and experience to oversee the implementation of the Company’s strategy.
• Fees for the Chairman are set by the Committee (with the Chairman himself absent from such discussion).
• Fees for the other NEDs are set by the Board excluding the NEDs.
• Fees are reviewed, but not necessarily increased, annually. Fee increases are normally effective from May.
• Fee levels are determined based on an estimate of the expected time commitments of each role and by reference to comparable fee levels in other companies
of a similar size and complexity.
• Additional fees are payable to the Senior Independent Director and Chairs of the Audit and Remuneration Committees to reflect their additional responsibilities.
The Employee Engagement Lead will also be eligible for an additional fee.
• Higher fees may be paid to a NED should they be required to assume executive duties on a temporary basis.
• The NEDs and the Chairman are not eligible to receive benefits or incentive plans. Business expenses incurred in respect of their duties (including any tax
thereon) are reimbursed.
Maximum Potential Value
Performance Metrics
• Determined within the overall aggregate annual limit of £1m.
• Not eligible to participate in any performance-related elements of remuneration.
Pension
Purpose
Operation
Maximum Potential Value
Performance Metrics
• To provide cost-effective retirement benefits.
• The NEDs may participate in the Company’s pension scheme given its central role in the activities of the Company.
• Pension contributions and allowances are normally paid monthly.
• The Company pension contributions to defined contribution retirement arrangements or cash allowances are capped at that of the wider workforce (currently
5% of qualifying fees).
• This applies to current and any future NEDs.
• Not applicable.
87
Annual Report and Financial Statements 2021 Discretions Retained by the Committee in Operating the Incentive Plans
The Committee administers the Omnibus Plan in line with its rules and in accordance with HMRC
and Listing rules where relevant. To ensure the efficient operation of these plans, the Committee
may apply certain discretions which include (but are not limited to) the following:
• The participants in the plan.
• The timing of grants and/or payments under the plan.
• The size of grants and/or payments (albeit within the limits set out in the policy table for Executive
Directors).
• Any performance measures and targets for the incentive plans for each year.
• Any use of discretion to amend the outcome, as appropriate.
• Determining leaver status and the appropriate treatment under the incentive plan.
• Determining the treatment of awards in the event of a change of control.
• Determining any necessary technical adjustments in certain circumstances (e.g. corporate
restructuring events, variation of capital and special dividends).
The Committee has the discretion to vary the performance conditions applying to outstanding
awards in exceptional circumstances if an event occurs (e.g. a material acquisition or divestment)
which causes the Committee to believe that the original condition is no longer appropriate. Any
change in performance conditions will not be materially less challenging than the original condition
would have been but for the event in question.
Legacy Arrangements
The Committee will honour any commitments entered into with current directors prior to the
Company's IPO or to internally promoted future Executive Directors prior to their appointment to
the Board. This includes any outstanding awards under historic share option plans. Details of the
historic share option plans are available in the Company’s Prospectus on its website.
Recoupment (Malus and Clawback)
Malus and clawback may be applied at any time before an award vests (or would have vested
but for the operation of any holding period) or for 3 years after vesting in the following
circumstances:
• Material misstatement of the results of the Company.
• Errors or inaccuracies or misleading information leading to incorrect grant or vesting of the award.
• Gross misconduct.
• Material failure of risk management by the Company.
• Corporate failure (e.g. administration or liquidation).
• Any other circumstance which in the opinion of the Remuneration Committee could have a
significantly adverse impact on the Company’s reputation.
88
Malus permits the Company to reduce the amount of any unvested award, including awards in
holding periods. Clawback permits the Company to reduce the amount of any vested award or any
future salary or bonus and also require the employee to pay back amounts.
Selection of Performance Measures and Targets
The Remuneration Committee selects the performance measures applying to the Annual Bonus
based on the strategic priorities of the Group at the time. The measures and their weightings may
change from year to year to reflect the needs of the business.
Measures used may include financial (such as Revenue and Adjusted EBITDA margin), operational,
strategic, ESG, personal or shareholder value creation outcomes. The use of such measures is intended
to ensure performance is assessed on a rounded basis and is appropriately aligned to the Group’s KPIs.
The targets for the Annual Bonus are set after considering the annual business plan, external analyst
consensus, relevant economic indicators and any regulatory changes. The target range is set so that
it is appropriately challenging, yet realistic and does not incentivise undue risk taking. The annual
bonus plan for FY22 is set out on page 92.
The RSP award will be subject to a performance underpin. The Remuneration Committee will assess
whether vesting is appropriate, taking into consideration the Company’s current share price, its financial
performance over the vesting period and the participant’s adherence to the Company’s values and its
standards on risk and environmental, social and governance considerations. On the basis that the RSP
awards are intended to provide greater certainty of vesting in return for a lower quantum, the default
will be for vesting to occur, unless the Remuneration Committee decides otherwise.
Statement of Consideration of Shareholder Views
Prior to the Company's IPO, the views of the major shareholders were considered when determining
the Policy. The Committee will consider shareholder feedback received in relation to the AGM each
year and guidance from shareholder representative bodies more generally.
If the Committee considered it appropriate to make material changes to the Policy, it would be
subject to prior consultation with major shareholders as necessary.
Differences in Remuneration Policy for Executive Directors and Employees
in General
All employees participate in the Annual Bonus scheme, which is operated on similar terms to those
for the Executive Directors albeit with performance measures which are appropriate to their area of
responsibility. Bonus deferral of the corporate achievement element is operated for all employees.
PensionBee Group plc
RSP awards are granted to approximately 28% of the workforce on similar terms to those for the
Executive Directors. All employees are able to participate in PensionBee’s equity ownership schemes,
Element of Pay
Recruitment Policy
which further helps to drive engagement and an ownership mentality.
Statement of Consideration of Employment Conditions Elsewhere in the
Group
The Committee is kept informed of pay and employment conditions throughout the Company.
This will include information on base salary banding and increases, annual bonus outcomes and
share usage across the workforce. The Company’s Talent team conducts an annual benchmarking
exercise that informs the overall remuneration package at each level of employee seniority. The
Benefits
annual benchmarking exercise pays due regard to job roles and seniority. The remuneration
package for each level of employee seniority is documented in the Company’s Remuneration Policy,
which is transparently shared with all employees. The Company’s Remuneration Policy documents
the Company’s desire to take an industry-leading approach to reducing and eliminating gender
and ethnicity pay gaps, as well as excessive differences in remuneration between the highest and
lowest paid employees.
The input from the director responsible for employee engagement will also be considered as part
of the Committee’s deliberations. Findings from regular employee engagement surveys will also be
provided to the Committee.
The Committee has not, to date, formally consulted with employees on matters of the Company’s
Remuneration Policy. However, the Chair of the Remuneration Committee held a Town Hall session
to understand employees’ attitudes to benefits in November 2021 and will hold further Town Hall
sessions in due course, during which there will be the opportunity to discuss remuneration matters
as appropriate.
Executive Directors’ External Appointments
Executive Directors may accept an external appointment as a Non-Executive Director with the prior
approval of the Board. Any fees payable for such an appointment can be retained by the Executive
Director.
Recruitment of Executive Directors - Approach to Remuneration
The ongoing remuneration package for any new Executive Director will be set in accordance with the
terms of the Policy in place at the time of appointment. The principles which will be applied are set
out as follows.
Base Salary
• Set on appointment at a level which takes into account the skills and
experience of the individual and the nature of the role.
• The initial base salary may be set at a level below the desired market position
to reflect experience. Thereafter, increases may be above those of the wider
workforce to align the salary with the market level in accordance with the
individual’s development in the role.
• Will be in line with those offered to current Executive Directors. The
Committee will have the discretion to pay certain relocation expenses as
deemed necessary.
Pension
• Will be in line with the pension provision offered to the wider workforce.
Annual Bonus
• Will be operated in line with the terms of the Policy table. Any bonus for the
year of appointment will be pro-rated based on service rendered. It may be
necessary to use alternative performance measures for the remainder of the
initial performance period, depending on the timing and circumstances of
the appointment.
Restricted
Share Plan
• An award may be made shortly after appointment, in line with the Policy
table.
Buy-out Awards
• Additional awards may be offered in the form of cash and /or share based
elements to compensate an individual for remuneration forfeit on leaving their
previous employment. To be clear, the value of any buy-out arrangements
will be limited to an assessment of the value forfeit. The structure of awards
will normally be delivered on a like-for-like basis where possible, replicating
the form, time horizons and any performance requirements attached to the
awards forfeited.
Legacy
• For an internal appointment, any existing pay or contractual
Arrangements
arrangements agreed prior to the Executive Director being appointed
to the Board may be allowed to continue on its original terms,
adjusted as relevant to take into account the new appointment.
89
Annual Report and Financial Statements 2021 Recruitment of Directors - Approach to Remuneration of Non-Executive
Directors
Policy on Payment for Departure from Office
On appointment of a new Chairman of the Board or Non-Executive Director, the fees will be set
taking into account the experience and calibre of the individual and the prevailing rates of other
Non-Executive Directors at the time.
Service Contracts and Letters of Appointment
Each Executive Director’s service agreement will be terminable by either the Company or the
Executive Director on not less than 6 months’ written notice. Each Executive Director will continue
to be eligible to participate in the Company’s discretionary year-end bonus plan and will be eligible
to participate in such long-term incentive plans as the Company may establish in the future.
Any incentives or remuneration payable to the Executive Directors will be subject to limitation
or modification to the extent reasonably deemed necessary by the Remuneration Committee,
including to remain consistent with the Company’s shareholder-approved remuneration policy
from time to time. Each Executive Director is entitled to 25 days’ paid holiday per annum (excluding
public holidays). Each Executive Director is entitled to contributions by the Company of 5% of
qualifying salary to the Company pension scheme. The contracts are available for inspection
(alongside NED letters of appointment) at the Company’s registered office. The date of each service
contract is noted in the table below:
Romi Savova
Jonathan Lister Parsons
Date of Service Contract
16 March 2021
16 March 2021
The service contract of any new appointment is expected to be consistent with that of current
Executive Directors.
The Non-Executive Directors do not have service contracts with the Company but instead have
letters of appointment. The date of appointment and the most recent re-appointment and the
length of service for each Non-Executive Director are shown in the table below:
Mark Wood CBE
Mary Francis CBE
Michelle Cracknell CBE
Date of Appointment
2 February 2021
2 February 2021
2 February 2021
Each appointment is for a fixed term ending on the Company’s third annual general meeting
following the Company’s listing, but each Independent Non-Executive Director may be invited by
the Company to serve for a further period. In any event, each appointment is subject to annual
re-election by the Company at each annual general meeting, and each Non-Executive Director’s
appointment may be terminated at any time with three months’ written notice.
90
The Company will be entitled to terminate an Executive Director’s service agreement with immediate
effect by payment in lieu of notice equal to the basic annual salary the Executive Director would
have been entitled to receive during the notice period, payable in equal monthly instalments which
are reduced if the Executive Director secures alternative employment/engagement within that
period (the Executive is contractually obliged to use his/her best endeavours to secure alternative
employment/ engagement).
The Committee will take into account the contractual entitlements, rules of the incentive plans, the
specific circumstances for the departure and the interests of shareholders when determining the
termination treatment:
Component
Voluntary Resignation or
‘Good Leaver’
of Pay
Termination for Cause
(e.g. Death, Ill Health, Disability)
Annual Bonus
Leaving employment part way
Leaving employment part way through
through the bonus year will normally
bonus year or after the year end but
result in no bonus being paid
prior to the normal bonus payment date
will result in cash and deferred bonus
being paid on a time pro-rated basis for
the portion of the year worked. Bonus
outcomes will continue to be based on
the performance achieved.
DSBP Awards
Unvested DSBP awards will lapse
Awards will normally continue to vest
on their original vesting date unless the
Committee determines they should vest
earlier.
RSP Awards
Unvested RSP awards will lapse
RSP will normally be retained by the
individual for the remainder of the
vesting period and remain subject to
the relevant performance underpin,
with the award time pro-rated. The
Committee will retain discretion to
assess
the performance underpin
and allow awards to vest at an earlier
date if considered appropriate (and to
disapply time pro-rating if considered
appropriate).
Any outstanding SIP and/or SAYE awards will be treated in line with HMRC regulations.
PensionBee Group plc The Committee will have the authority to settle any legal claims against the Company, if considered
to be in the best interests of shareholders. The Committee may also reimburse legal costs and
provide a contribution towards outplacement support if felt appropriate.
If there is a change of control or similar event, outstanding awards may vest early (subject to any
performance criteria assessment) subject to time pro-rating (unless the Committee believes it is not
appropriate).
On termination, at any time, a Non-Executive Director is entitled to any accrued but unpaid director’s
fees but not to any other remuneration.
Illustration of Remuneration Policy
The charts that follows sets out the potential values of the remuneration package for FY22 under
various performance scenarios for the Executive Directors.
Executive Director's Remuneration
(000's)
800
700
600
500
400
300
200
100
0
680
48%
571
38%
31%
26%
483
45%
18%
0.5%
0.5%
0.4%
0.3%
36%
31%
26%
440
50%
10%
40%
1.2%
177
99%
Minimum
Threshold
On-target
Maximum
Maximum with growth
Base salary
Pension
Annual Bonus
Long-term incentives
Notes:
• Salary represents annual salary for 2022. Benefits have been included based on 2021 figures.
• Pension represents the value of the annual pension allowance for Executive Directors of 5% of salary.
• Minimum performance comprises salary, benefits and pension only with no bonus awarded and no RSP
vesting (i.e. assumes the RSP performance underpin is not met).
• Threshold performance comprises annual bonus payouts at threshold level (25% of maximum) with the RSP
awards vested in full (no share price appreciation).
• Target performance comprises annual bonus payouts at target level (50% of maximum) and with the RSP
awards vested in full (no share price appreciation).
• Maximum performance comprises annual bonus awarded at maximum level (100% of maximum) and with the
RSP awards vested in full (no share price appreciation).
• Maximum + share price growth comprises the above plus an assumed increase of 50% in the value of the RSP
award to take account of potential share price appreciation.
91
Annual Report and Financial Statements 2021 Annual Report on Remuneration
Implementation of Policy for FY22
Component of Pay
Implementation for FY22
Base Salaries
As set out in the Prospectus at IPO, salaries unchanged:
• CEO £175,000
• CTO £175,000
It remains the intention, as set out in the Prospectus, to increase these salaries to £200,000 in 2023 and then to review against market levels after that.
Benefits and Pension
No changes to benefits.
Pension provision remains at 5% of qualifying salary.
Annual Bonus
Maximum bonus of 100% of salary with at least 75% deferred into shares which will vest in equal instalments across the first, second and third anniversary of grant, which is
aligned to the treatment throughout the organisation.
In respect of 2021 bonuses, the Executive Directors’ deferred bonus will be deferred for three years. For 2022 onwards, it is expected to be released in three equal annual
tranches to align with colleagues generally.
The performance measures are:
• Financial measures, weighted at 50% and consisting of two sub-metrics each accounting for 25% of the total bonus: Revenue (£), Adjusted EBITDA Margin (%)
• Customer composite metric, weighted at 25% and consisting of five sub-metrics each accounting for 5% of the total bonus: Invested Customers, Trustpilot score, App store
ratings, NPS and complaints ratio
• Personal performance, weighted at 25% of the total bonus
Restricted Share Plan Award
A restricted share award of 125% of salary which vests in equal instalments on the third, fourth and fifth anniversary of grant and released following the fifth anniversary.
Consistent with market practice, the Committee considers the targets themselves to be confidential and will disclose them in next year’s report.
The awards are subject to a performance underpin whereby the Remuneration Committee will assess whether vesting is appropriate, taking into consideration the Company’s
current share price, its financial performance over the vesting period and the participant’s adherence to the Company’s values and its standards on risk and environmental,
social and governance factors. On the basis that the RSP awards are intended to provide greater certainty of vesting in return for a lower quantum, the default will be for vesting
to occur, unless the Remuneration Committee decides otherwise.
NED Fees
92
Remain unchanged:
• Chairman fee £125,000
• NED base fee £45,000
• Senior Independent Director fee £25,000
• Board Committee Chair fee £10,000
• Employee engagement lead fee £10,000
NEDs are eligible to participate in the Company’s automatic enrolment pension plan.
PensionBee Group plc Single Total Figure of Remuneration (Audited)
The figures included in the table represent the remuneration in the period from Admission to 31 December 2021.
Romi Savova
Jonathan Lister Parsons
Mark Wood CBE
Mary Francis CBE
Michelle Cracknell CBE
Fixed Pay
Base Salary/Fees
£116,667
£116,758
£83,333
£60,000
Benefits
Pension
Variable Pay
Annual Bonus
Long-Term Incentives
Total
Total Fixed Remuneration
Total Variable Remuneration
Notes to the Table
Base Salary
n/a
£1,468
£131,250
£264,000
£513,384
£382,135
£131,250
n/a
£1,468
£131,250
£264,000
£513,476
£382,226
£131,250
n/a
n/a
n/a
n/a
£83,333
£83,333
n/a
n/a
n/a
n/a
n/a
£60,000
£60,000
n/a
At IPO the annual base salaries for the CEO and CTO were set at £175,000 per annum. The table reflects the pro rata base salary for the relevant period.
Benefits
The Executive Directors did not receive benefits from the Company, but are eligible to participate in company-wide schemes from time to time.
Pension
The Executive Directors received pension benefits equivalent to 5% of qualifying earnings.
£36,667
n/a
£1,468
n/a
n/a
£38,134
£38,134
n/a
93
Annual Report and Financial Statements 2021 Annual Bonus
For FY21, 100% of any bonus linked to Company-wide performance and 40% of any bonus linked to
individual performance is deferred, resulting in 90% deferral for Executive Directors. For this year the
The bonus for FY21 was subject to performance measures which consisted of the equally
deferred bonus vests on the third anniversary of grant.
weighted measures of: Revenue (25%), Adjusted EBITDA (25%), Invested Customers (25%), Personal
performance (25%).
Consistent with the approach adopted for all equity awards, participants are required to bear any
employers’ NICs on those awards which means that the headline level of deferred bonus and
The personal performance is based on a competency matrix that rewards each Executive Director
RSP awards overstates their commercial value by approximately 14% compared with other listed
for their achievements over the course of the year in line with their accomplishments and
companies where the company itself bears this charge. This reflects the pre-profit status of the
embodiment of the Company’s values of Love, Quality, Honesty, Innovation and Simplicity. The
Company and this will be kept under review for subsequent grants.
competency matrix refers to the Executive Director’s achievements with respect to furthering the
Company’s culture, the Company’s approach to diversity and inclusion, the Company’s operational
performance, strategic initiatives and risk management controls, including the timely submission
of policies and risk assessments, the minimisation and effective resolution of risk incidents and
adherence to budgetary cost controls.
In particular, the CEO’s personal objectives included delivering on the continued growth of the
Company in the context of excellent customer service with a specific requirement to deliver industry-
leading response times to customers. Specific measurable goals were set, including maintaining the
Cost Per Invested Customer within the budgetary objectives (£246 outcome), excellent App review
scores (4.7 average score), excellent Trustpilot reviews (score of 4.6/4.7 throughout the year) and the
percentage of employees recommending the Company as a place to work (92%).
In particular, the CTO’s personal objectives included leadership in product innovation, development
Cash Bonus (£) Deferred Bonus (£)
Total Bonus (£)
CEO
CTO
£17,500
£17,500
£113,750
£113,750
£131,250
£131,250
Total Bonus
(% Max)
75%
75%
Awards Vesting in the Year
Prior to the IPO, both the Executive Directors received share awards which were subject to
performance conditions that were met on the IPO. While these will only vest and become exercisable
over time, the regulations require these to be included in the year any performance condition is
met, so the reported £264,000 reflects the aggregate of 160,000 shares multiplied by the IPO price
of an industry leading technology platform with increased velocity and quality, and the development
of 165p.
of mechanisms to analyse real time marketing data and customer experience, each of which were
fully met. He was also subject to a number of similar measurable targets to those for the CEO above
including the App review scores and also information security certification outcomes under ISO 27001.
Awards Granted in the Year
The table below summarises the performance outcomes:
financial year.
There were no share awards made to Executive Directors from Admission to the end of the
Threshold
Target
Max
Actual
Outturn
Revenue
£11.3m
£11.7m
£12.2m
£12.8m
Adjusted EBITDA
£(18.6)m
£(18.2)m
£(17.8)m
£(16.4)m
Invested Customers
Personal Performance
126k
25%
127k
50%
128k
100%
117k
100%
100%
100%
0%
100%
The Committee considered that the overall performance and the experience of stakeholders was
appropriately reflected in the overall bonus outcome and therefore no discretion was required to
amend the result.
94
PensionBee Group plc Other Statutory Requirements63
Shares Interests
and Incentives
Romi Savova
Jonathan Lister Parsons
Mark Wood CBE
Mary Francis CBE
Michelle Cracknell CBE
Shares Owned Outright
Awards Unvested and Subject
Options Unvested and Not Subject
Options Vested and Not Subject
to Performance Conditions
to Performance Conditions
to Performance Conditions
Shareholding
Requirement Met
80,000,000
13,232,800
2,827,200
31,200
0
0
0
0
0
0
120,000
120,000
0
0
0
40,000
40,000
0
0
0
Yes
Yes
n/a
n/a
n/a
Our middle market share price at the close of business on 31 December 2021 was 133.7p and the range of the middle market price during the year since IPO was 127.2p to 185p.
Since the year-end there have been no other changes in the shareholdings.
63 All numbers are unaudited unless otherwise stated.
Change in CEO Total Remuneration
The chart below shows the value of £100 invested in the Company on Admission at the IPO price, compared with the value of £100 invested in the FTSE All Share Index at the same date and the movement in
value until 31 December 2021. We have chosen the FTSE All Share Index as it provides the most appropriate and widely recognised index for benchmarking the Company’s corporate performance since IPO.
Total Shareholder's Return*
n
o
i
s
s
i
m
d
A
t
a
e
d
a
m
t
n
e
m
t
s
e
v
n
i
t
i
n
u
0
0
1
a
f
o
e
u
a
V
-
R
S
T
l
115
110
105
100
95
90
85
80
75
PensionBee
FTSE All Share Index
*Source: Datastream
(a Refinitiv product)
23 Apr 2021
31 Dec 2021
95
Annual Report and Financial Statements 2021
CEO Single Figure History
FY21, for the period since Admission
Percentage Change in Director Pay
Total Remuneration64
Annual Bonus as % of Max
Long-term Incentive Shares Vesting as % of Max
CEO Pay Ratio65
£513,384
75%
100%
Since the Company only listed in April 2021, there is no comparable year-on-year change to disclose.
Full disclosure will be presented in the Annual Report on Remuneration for FY22.
Payments for Loss of Office and/or Payments to Former Directors
No payments for loss of office, nor payments to former Directors were made during the year under review.
This report was approved by the Board of Directors and signed on its behalf by:
Mary Francis CBE
Chair of the Remuneration Committee
13 April 2022
The table below shows the multiple of our CEO’s pay ratio to median, lower quartile and upper
quartile pay at the Company in the UK. The calculations are based on methodology Option A as
defined by the regulations and calculating the pay and benefits of all UK employees on a full-time
equivalent basis. The CEO pay ratio is based on comparing the CEO's pay to that of PensionBee's
UK-based employee population. For the CEO the FY21 figure is based on the single figure total of
£513,384.
Methodology
25th Percentile
50th Percentile
75th Percentile
Option A
Total Pay
Salary Component
18:1
£27,925
£17,017
9:1
£57,376
£20,108
7:1
£75,771
£24,091
The Committee will continue to monitor trends in the CEO pay ratio over the longer term.
Relative Importance of Spend on Pay
Since the Company only listed in April 2021, there is no comparable year-on-year change to disclose.
Full disclosure will be presented in the Annual Report on Remuneration for FY22.
Total Employee Costs (Note 5 of the Financial Statements)
Distributions to Shareholders
2021
£7.4m
£0
64 The table Single Total Figure of Remuneration outlines detailed components of the CEO’s Total Remuneration
65 All numbers are unaudited unless otherwise stated.
96
PensionBee Group plc
8 Directors’ Report
Principal Activity
The Directors present their annual report on the affairs of the Group, together with the consolidated
financial statements and Auditor’s report for the financial year ended 31 December 2021.
Additional Disclosures
Information required to be included within the Directors’ Report either by statute, by Listing Rule
9.8.4R or by the DTRs, can be found either in this section or elsewhere in this document, as indicated
in the table below. All information located elsewhere in this document is incorporated into this
Directors’ Report by reference:
PensionBee is a leading online pension provider in the UK, a direct-to-consumer financial technology
company with a mission to make pensions simple, so that everyone can look forward to a happy
retirement. The Company is registered as a public limited company under the Companies Act 2006
and is listed on the Main Market of the London Stock Exchange.
Review of Business
A review of the Group’s results and activities is covered on pages 4 to 56 within the Strategic Report.
This includes the Chairman’s Statement and the Chief Executive Officer’s Review, which include an
Disclosure
Location
Future Business Developments
Our Strategy, pages 16-18
Research and Development
Note 2 of the Financial Statements, pages 116-121
Financial Instruments
Note 22 of the Financial Statements, pages 129-131
Financial Risk Management
Objectives and Policies
Exposure to Price, Credit
and Liquidity Risk
Environmental Impact
People, Values and Culture and
Employee Engagement
Note 22 of the Financial Statements, pages 129-131
Managing our Risks, pages 52-55
Note 22 of the Financial Statements, page 129-131
Stakeholders, pages 32-40
ESG Considerations, pages 42-51
About Us, page 9-15
Stakeholders, pages 32-40
ESG Considerations, pages 42-51
Section 172 Statement
Stakeholders, pages 32-40
Stakeholder Engagement
Stakeholders, pages 32-40
ESG Considerations, pages 42-51
Statement of Directors’ Responsibility
Statement of Directors’ Responsibility, page 104
Directors’ Interests
Directors’ Remuneration Report, pages 80-96
Details of Long-Term Incentive Schemes
Directors’ Remuneration Report, pages 80-96
indication of likely future developments.
Key Performance Indicators
Key performance indicators in relation to the Group’s activities are continually reviewed by Executive
Management and are presented on pages 31 to 32 of the Strategic Report.
Results and Dividends
The results for the year are set out in the consolidated Income Statement on page 112 of the Financial
Statements. The Directors are not proposing a final dividend for the year ended 31 December 2021.
Corporate Governance
During the year to 31 December 2021, since the Company’s listing on the Main Market of the
London Stock Exchange in April 2021, we have applied the principles contained in the UK Corporate
Governance Code 2018 (the ‘Code’), a copy of which can be found at www.frc.org.uk.
The Corporate Governance Statement is set out on pages 63 to 68 of the Corporate Governance
Report. The information in that section incorporated into this Directors' Report by reference is
deemed to form part of this report and so fulfils the requirements of the Corporate Governance
Statement for the purposes of DTR 7.2.1.
We have set out in the Corporate Governance Statement how we have applied the Principles of the
Code and have included cross references throughout it as to where further supporting information
may be contained. The Board and the Committees believe that they have upheld the Code through
their work and are able to report no instances of non-compliance against the Code from the
Company’s listing to 31 December 2021.
97
Annual Report and Financial Statements 2021 Directors
In Office
Mark Wood CBE
Mary Francis CBE
Michelle Cracknell CBE
Romi Savova
Jonathan Lister Parsons
Articles of Association
Position
The Articles may be amended by a special resolution of the Company’s shareholders. They were
Independent Non-Executive Chairman
last reviewed and updated at the time of the Company’s IPO in April 2021. As well as setting out the
rules governing the appointment and replacement of Directors, the Articles also set out, amongst
Senior Independent Director
other matters, the Directors’ general authority, rules on decision-making by the Directors, as well as
Independent Non-Executive Director
Chief Executive Officer
in full the powers of the Directors in relation to issuing shares and buying back the Company’s own
shares. A copy of the Company’s Articles can be found on the Company’s website.
Chief Technology Officer
Directors’ Interests
The biographies of the Directors who were in office post the Company’s listing and as at 31 December
2021 are set out on pages pages 60 to 62 of the Board of Directors and Executive Management
section of the the Corporate Governance Report.
Directors’ Powers
The powers of the Directors are set out in the Articles of Association and the Companies Act 2006
(the ‘Act’) and are subject to any directions given by special resolution. The Directors are responsible
for the management of the Company’s business, for which purpose they may exercise all the powers
of the Company whether relating to the management of the business or not. The Directors may also,
subject to the Articles, delegate any of their powers, authorities and discretions as they see fit.
The Articles give the Directors power to appoint and replace Directors. Unless otherwise determined
by the Company by ordinary resolution, the number of directors (other than alternate directors)
must not be less than two and must not be more than thirteen.
Appointment and Replacement of Directors
The rules governing the appointment and replacement of Directors are set out in the Company’s
Articles and are governed by the Code, the Act and related legislation. Directors may be appointed
by ordinary resolution at a general meeting, by a decision of the Directors or by the sole Director if
the Company has only one Director.
At the Company’s first Annual General Meeting, all the Directors who have held office since the
Company’s IPO will offer themselves for appointment by the members to the Company’s Board.
98
Directors’ interests in the Ordinary shares of PensionBee Group plc as at 31 December 2021 are set
out on page 92 of the Directors’ Remuneration Report within the Corporate Governance Report.
During the period covered by this report, no Director had any material interest in a contract to
which the Company or any of its subsidiary undertakings was a party (other than their own service
contract) that requires disclosure under the requirements of the Companies Act 2006.
Directors’ Insurance and Indemnities
The Company’s Articles provide, subject to the provisions of UK legislation, an indemnity for
Directors and Officers of the Company and the Group in respect of liabilities they may incur in the
discharge of their duties or in the exercise of their powers.
Directors’ and Officers’ liability insurance cover is maintained by the Company and is in place in
respect of all the Company’s Directors at the date of this Annual Report. The Company will review its
level of cover on an annual basis.
Compensation for Loss of Office
The Company does not have any agreements with any Executive Director or employee that would
provide compensation for loss of office or employment resulting from a takeover except that
provisions of the Company’s historic EMI Option Scheme and Non tax-qualifying Option Scheme
may cause options and awards outstanding under such schemes to vest on a takeover.
RSP awards will vest subject to the measurement of the underpin at the time of the event and, unless
the Remuneration Committee determines otherwise, time pro-rated DSBP awards will vest in full.
Further information is provided on page 92 of the Directors’ Remuneration Report within the
Corporate Governance Report.
PensionBee Group plc Share Capital
Details of the Company’s authorised and issued share capital, together with movements during the
year, are set out in Note 15 of the Financial Statements. As at 31 December 2021, the Company’s
issued share capital consisted of 221,564,716 Ordinary shares with a nominal value of £0.001 each.
Ordinary shareholders are entitled to receive notice of, and to attend and speak at, any general
meeting of the Company. On a show of hands every shareholder present in person or by proxy (or
being a corporation represented by a duly authorised representative) shall have one vote, and on
a poll every shareholder who is present in person or by proxy shall have one vote for every share
of which he is the holder. The Notice of Annual General Meeting specifies deadlines for exercising
Since the financial period end the Company’s issued share capital has increased to 221, 646, 089 due
voting rights and appointing a proxy or proxies.
to the exercise of vested options granted under the historic pre-IPO EMI Option Scheme and Non
tax-qualifying Option Scheme.
Authority to Purchase Its Own Shares
The Company has one class of Ordinary Share. There are no specific restrictions on the size of the
holding nor on the transfer of shares, which are both governed by the general provisions of the
Articles and prevailing legislation.
Lock-Up Arrangements
The Company is permitted pursuant to the terms of its Articles to purchase its own shares subject
to shareholder approval. The Company was granted authority at a general meeting of the Company
in April 2021, ahead of its listing, to make purchases of up to 10% of its share capital. No shares were
purchased under this authority in the year from listing to 31 December 2021 and up to the date of
this report.
As part of the Company’s IPO, lock-up arrangements were put in place in respect of the Company’s
Significant Interests
shares held by the pre-IPO investors. Specifically, they included:
The interests in shares notified to the Company in accordance with the Disclosure Guidance and
Transparency Rules as at 31 December 2021 are set out below.
days following the date of publication of the Company’s trading update for the three-month
Romina Savova
• The shareholdings66 of the Executive Directors at the time of admission were, and remain, subject
to lock-up arrangements expiring on 26 April 2023.
• The shareholdings67 of all the Executive Management team, the Independent Non-Executive
Directors and pre-IPO shareholders67 owning more than 3% of the Company’s issued share
capital at the time of admission were, and remain, subject to lock-up arrangements expiring 90
period ending 30 September 2022. This Q3 trading update is expected to be published on or
around 20 October 2022, meaning an expiry date of 20 January 2023.
• The shareholdings67 of all other pre-IPO shareholders owning less than 3% of the Company’s
issued share capital at the time of admission and all other pre-IPO option holders, were, and
remain, subject to lock-up arrangements ending 90 days following the date of publication of the
Company’s trading update announcement for the three-month period ending 31 March 2022.
This Q1 trading update is expected to be published on or around 21 April 2022, meaning an
expiry date of 21 July 2022.
Further details of the lock-up arrangements are set out in the Company’s Prospectus, a copy of
which is available on the Company’s website at https://www.pensionbee.com/investor-relations/
ipo-centre.
66 Includes the shareholding at the point of the admission to the High Growth Segment, together with any shares
received subsequently for the duration of the relevant lock-up period as a result of the exercise of any options
granted pre-IPO.
67 Includes State Street Global Advisors, Inc, together with Mr. Joseph Suddaby’s aggregate holding of shares held
directly by him and indirectly through his self-invested personal pension.
Name of shareholder
Number of Ordinary Shares
of £0.001 each Held
Jonathan Lister Parsons
State Street Global Advisors, Inc.
Percentage of Total
Shares Outstanding/
Total Voting Rights
36.11%
5.97%
3.95%
80,000,000
13,232,800
8,757,600
Between 31 December 2021 and 13 April 2021 (the latest practicable date for inclusion in this
report), there were no changes to the interests above. During this timeframe, Norges Bank notified
the Company of its interest, being 7,457,930 Ordinary Shares, representing approximately 3.37% of
the current Total Shares Outstanding/Total Voting Rights.
Romi Savova and Jonathan Lister Parsons are deemed to be acting in concert, together with certain
other shareholders who represent, in aggregate, approximately 1,022,600 shares or 0.5% of the
Company’s Total Shares Outstanding/Total Voting Rights.
99
Annual Report and Financial Statements 2021 Capital Management
Employee Engagement
PensionBee Limited, a subsidiary of PensionBee Group plc, is a FCA regulated business and subject
The Directors place great importance and value on employee engagement. The Board has engaged
to holding a Liquid Capital requirement under IPRU (INV) 5.9. As of December 2021, the capital
with the wider workforce during the year via existing channels and initiatives that are in place across
resources stood at £31.7m (unaudited) as compared to a capital resource requirement of £0.9m
the Company to ensure that employees are listened to and well represented. Mary Francis CBE, the
(unaudited), resulting in a coverage of 33.7x.
Senior Independent Director with responsibility for employee engagement, hosted the Company’s
2021 employee engagement event, facilitating discussion on themes suggested by and voted for
Research and Development
by employees.
The Company’s research and development is contained in Note 2 of the Financial Statements.
The Board is kept apprised of employee matters and engagement through regular updates
provided by the SID, the CEO and other members of the Executive Management team at Board and
Political and Charitable Contributions
Committee meetings.
During the financial year ending 31 December 2021, the Company did not make any charitable
Further information relating to how we engage with our employees is set out on pages 32 to 40 of
donations, nor any political contributions.
the Stakeholders section of the Strategic Report.
Change of Control - Significant Agreements
Engagement with Other Stakeholders
There are a number of agreements that may take effect after, or terminate upon, a change of control
Details of how the Company engages with its key stakeholders, including its shareholders, are set
of the Company, such as commercial contracts and property lease arrangements. None of these are
on pages 32 to 40 of the Stakeholders section of the Strategic Report and on pages 63 to 68 of the
considered to be significant in terms of their likely impact on the business as a whole.
Corporate Governance Statement within the Corporate Governance Report.
Diversity and Inclusion
Streamlined Energy & Carbon Reporting
The Directors believe that the make-up of PensionBee’s employees should reflect the diversity of the
The section below includes our first year of reporting under the new Streamlined Energy and
Company’s customer base. The Company is committed to promoting diversity and inclusion across
Carbon Reporting (‘SECR’) requirements. The reporting period is the same as the Group’s financial
the business, through measures such as formal training, anonymised hiring and promotion cycles
year, 1 January 2021 to 31 December 2021. The Group was listed on the Stock Exchange from April
and inclusion in the Company’s performance matrices, but also informally through its ‘diversity
2021 and therefore qualifies for SECR as a quoted company.
champions’, external and internal speaker events and a host of other initiatives.
The Company has publicly committed to public targets for gender and race and is working
towards becoming a ‘Disability Confident’ employer. The Company has published its Diversity,
We have reported on all of the emission sources required under the Companies Act 2006 (Strategic
Inclusion and Equality Policy with public targets, and continually measures its progress against
Report and Directors’ Reports) Regulations 2018. These sources fall within the Group’s consolidated
these objectives.
financial statements.
Organisation Boundary and Scope of Emissions
Further detail is set out on pages 32 to 40 of the Stakeholders section and on pages 42 to 51 of the
An operational control approach has been used in order to define our organisational boundary. This
ESG Considerations section of the Strategic Report.
is the basis for determining the Scope 1 and Scope 2 emissions for which the Group is responsible.
100
PensionBee Group plc Methodology
For the Group’s SECR reporting, the Group has employed the services of a specialist advisor, Verco,
to quantify and calculate the Greenhouse Gas (‘GHG’) emissions and energy use associated with the
Group’s operations.
The intensity ratio has been calculated as follows:
• 0.003 tCO2e per £m revenue using the location-based method.
• 0.0 tCO2e per £m revenue using the market-based method.
Target and Baselines
The total energy use is the total electricity consumption for the reporting year. Electricity was the only
emissions source reported for the Group’s SECR. The total electricity consumption has been calculated
from the monthly metre readings and consumptions in kWh provided by Great Portland Estates.
The Group's objective is to maintain or reduce its GHG emissions per £m revenue each year and will
report each year whether it has been successful in this regard.
The following methodology was applied by Verco in the preparation and presentation of this data:
Key Figures
• The Greenhouse Gas Protocol published by the World Business Council for Sustainable
PensionBee Group plc - Breakdown of Emissions by Scope
Development and the World Resources Institute (the ‘WBCSD/WRI GHG Protocol’).
• Application of appropriate emission factors to the Group’s activities to calculate GHG emissions.
• Scope 2 reporting methods - application of location-based and market-based emission factors
for electricity supplies.
• Inclusion of all the applicable Kyoto gases, expressed in carbon dioxide equivalents, or CO2e.
• Presentation of gross emissions as the Group does not purchase carbon credits (or equivalents).
• Where data was missing or over the period required, values were estimated using an extrapolation
of available data.
Absolute Emissions
0.0
0.0
2021
(market-based)
2021
(location-based)
0.0
Scope 1
Scope 2
8.4
The total Scope 1 and 2 GHG emissions from the Group’s operations in the year ending 31 December
2021 were:
• 8.4 tonnes of CO2 equivalent (tCO2e) using a ‘location-based’ emission factor methodology for
0%
20%
40%
60%
80%
100%
Scope 2 emissions; and
• 0.0 tonnes of CO2 equivalent (tCO2e) using a ‘market-based’ emission factor methodology for
Scope 2 emissions.
Scope 1 - The Group does not use any onsite combustion of natural gas, fuels, fuels used in fleet/
company-owned vehicles and refrigerant gas losses. Therefore, emissions are reported as zero.
Scope 2 - Emissions from purchased electricity using the location-based and market-based method.
Intensity Ratio
As well as reporting the absolute emissions, the Group's GHG emissions are reported below in tonnes
of CO2 equivalent per £m revenue. This was decided as the most appropriate metric for the Group.
GHG emissions
Scope 11
Scope 22
Scope 33
Total GHG emissions (Location-based)
Total GHG emissions (Market-based)
2021
Tonnes CO2e
-
tCO2e/£m Revenue4
-
8.4
-
8.4
-
0.64
-
0.64
-
1 Scope 1 being emissions from the Group’s combustion of fuel and operation of facilities.
2 Scope 2 being electricity (from location-based calculations), heat, steam and cooling purchased for the Group’s
own use.
3 Scope 2 being electricity (from market-based calculations), heat, steam and cooling purchased for the Group’s
own use.
4 Intensity Ratio: Revenue £13m (FY2021).
101
Annual Report and Financial Statements 2021 Total Energy Use
Going Concern and Viability Statement
The total energy use for the Group for FY2021 was 39,361 kWh.
Energy Efficiency Actions
The Consolidated Financial Statements have been prepared on a going concern basis. After making
enquiries and considering the Group’s financial position, its business model, strategy, financial
forecasts and regulatory capital together with its principal risks and uncertainties, the Directors have
a reasonable expectation that the Group will be able to continue in operation and meet its liabilities
The Group moved out of its premises on 7 January 2022. The premises are to be demolished in 2022.
as they fall due for at least 12 months from the date of signing this report. The going concern basis
Due to this, there was no business case for energy efficiency measures in 2021.
of preparation is discussed within Note 22 of the Financial Statements.
The Group moved to its new premises in Blackfriars on 14 February 2022. The new premises has the
In accordance with provision 31 of the UK Corporate Governance Code, the Directors have assessed
following in place:
• The building uses 100% REGO sustainable green electricity and its energy intensity is much
lower than relevant industry benchmarks such as the Better Building Partnership’s Real Estate
the prospects of the Group over a longer period than the 12 months required by the going concern
provision. Details of the assessment can be found on page 56.
Environment Benchmarks (REEB).
Post Balance Sheet Events
• The property management team is Planet Mark certified, meaning they commit to reducing their
carbon emissions every year.
The building has a number of private rooms to be used for virtual meetings allowing the Group to
continue its hybrid working policy and limit the need for business travel.
Internal Control and Risk Management
Other than as disclosed in the Strategic Report, there have been no material post balance sheet
events involving the Company or any of the Company’s subsidiaries as at the date of this report.
Details of significant events since the reporting date are contained in Note 24 of the Financial
Statements.
Disclosure of Information to Auditor
The Board is ultimately responsible for establishing the risk appetite and the risk management
framework at PensionBee. The Audit and Risk Committee is responsible for monitoring and
reviewing the effectiveness of the Group’s internal control and risk management systems.
The Group’s systems of internal control and risk management are designed to identify, evaluate and
Each of the Directors at the date of the 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
auditor is unaware; and
The Director has taken all the reasonable steps that they ought to have taken as a Director to
manage risks. Through monitoring the effectiveness of its internal controls and risk management,
make themself aware of any relevant audit information and to establish that the Company’s
the Committee is able to maintain a good understanding of principal risks, key emerging areas of
auditor is aware of the information.
risk and the Executive Team’s decision making process. In 2021, the Senior Legal Counsel carried
out a general review of the Company’s Risk Management Policy and framework and he engages
The confirmation is given and should be interpreted in accordance with the provisions of section
regularly with the Audit and Risk Committee.
418 of the Companies Act 2006.
Further detail is set out on pages 52 to 55 of the Managing Our Risks section of the Strategic Report
Auditor
and on pages 74 to 79 of the Audit and Risk Committee Report within the Corporate Governance
Report.
Market Abuse Regulation
Deloitte LLP has indicated their willingness to continue in office and resolutions to reappoint them
as auditor and to authorise the Audit and Risk Committee to determine the auditor’s remuneration
will be proposed at the forthcoming Annual General Meeting to be held on 18 May 2022.
The Company has in place its own internal dealing policies which apply to all employees and which
encompass the requirements of the Market Abuse Regime.
102
PensionBee Group plc Annual General Meeting
The Company’s Annual General Meeting will be held on 18 May 2022 and will be held as a hybrid
meeting as detailed on page 68 of the Corporate Governance Statement. The Notice of the AGM
will be distributed to Shareholders and made available on the Company’s website, and where
appropriate, by an announcement via a Regulatory Information Service, if any changes are required
to be made to the AGM arrangements.
Approved by the Board on 13 April 2022 and signed on its behalf by:
Romi Savova
Chief Executive Officer
13 April 2022
103
Annual Report and Financial Statements 2021 9 Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and Financial Statements in
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic
accordance with applicable law and regulations.
Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance report that
complies with that law and those regulations. The Directors are responsible for the maintenance and
Company law requires the Directors to prepare Financial Statements for each financial year.
integrity of the corporate and financial information included on the Company’s website. Legislation
Under that law, they are required to prepare the Group Financial Statements in accordance with
in the UK governing the preparation and dissemination of Financial Statements may differ from
International Financial Reporting Standards (‘IFRS’) as adopted by the UK in conformity with the
legislation in other jurisdictions.
requirements of the Companies Act 2006 and have elected to prepare the Parent Company
Financial Statements in accordance with UK Accounting Standards, including FRS 102, the Financial
We confirm that to the best of our knowledge:
•
•
The Financial Statements, prepared in accordance with the applicable set of accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation taken as a whole; and
The Strategic Report includes a fair review of the development and performance of the business
and the position of the issuer and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties that they face.
We consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s
position and performance, business model and strategy.
Approved by the Board of Directors on 13 April 2022 and signed on its behalf by:
Romi Savova
Chief Executive Officer
13 April 2022
Reporting Standard applicable in the UK and Republic of Ireland. Under company law, the Directors
must not approve the Financial Statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of 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, reliable and prudent;
• For the Group Financial Statements, state whether they have been
prepared in accordance with IFRS as adopted by the UK;
• For the Parent Company Financial Statements, state whether Financial
Reporting Standard 102 has been followed, subject to any material departures
disclosed and explained in the Parent Company Financial Statements;
• Assess the 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 Company’s operations and disclose with reasonable accuracy at any time the
financial position of the Company and that 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.
104
PensionBee Group plc Financial
Statements
1 Independent Auditor's Report to the
Members of PensionBee Group plc
Report on the Audit of the Financial Statements
financial statements is applicable law and the United Kingdom Accounting Standards, including
FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ('United
1 Opinion
In our opinion:
Kingdom Generally Accepted Accounting Practice').
2 Basis for opinion
• the financial statements of PensionBee Group plc (the ‘Parent Company’) and its subsidiaries (the
‘Group’) give a true and fair view of the state of the Group’s and of the Parent Company’s affairs
as at 31 December 2021 and of the Group’s loss for the period then ended;
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.
• the Group financial statements have been properly prepared in accordance with United Kingdom
adopted international accounting standards.
• The Parent Company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 'The
Financial Reporting Standard applicable in the UK and Republic of Ireland'; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
• the Consolidated Statement of Comprehensive Income;
• the Consolidated and Parent Company Statements of Financial Position;
• the Consolidated and Parent Company Statements of Changes in Equity;
• the Consolidated Statement of Cash Flows;
• the related Notes 1 to 25 to the Consolidated Financial Statements; and
• the related Notes 1 to 9 of the Parent Company Financial Statements.
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
Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. The
non-audit services provided to the Group and Parent Company for the year are disclosed in Note 9 of
the financial statements. We confirm that we have not provided any non-audit services prohibited
by the FRC’s Ethical Standard to the Group or the Parent Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
3 Summary of our audit approach
Key audit matters
The key audit matter that we identified in the current year was:
Revenue Recognition
Materiality
The materiality that we used for the Group financial statements was £255k
which was determined on the basis of 2% of Group revenue.
The financial reporting framework that has been applied in the preparation of the Group financial
Scoping
statements is applicable law and the United Kingdom adopted international accounting standards.
The financial reporting framework that has been applied in the preparation of the Parent Company
We identified two significant components which were subject to full scope
audits. These components account for 100% of the Group’s profit before tax,
100% of the Group’s revenue and 100% of the Group’s net assets.
106
PensionBee Group plc 4 Conclusions relating to going concern
5.1 Revenue Recognition
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and Parent Company’s ability to continue
to adopt the going concern basis of accounting included the following:
• We evaluated management’s going concern assessment in light of COVID-19; this included
obtaining evidence such as underlying business plans and forecasts to support key assumptions.
• We obtained and inspected correspondence between the Group and its regulator, the FCA, to
identify any items of interest which could potentially indicate non-compliance with legislation or
potential litigation or regulatory action held against the Group.
• We assessed management’s reverse stress testing and the likelihood of the various scenarios that
could adversely impact upon the Group’s liquidity.
• We have assessed the appropriateness of the disclosures made in relation to going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group's and
Parent Company’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
• The sole material revenue stream for the Group is fees from
fund administration. These fees are earned for administering
the customer pension schemes and are charged based
on a fixed percentage of the value of a customer’s pension
Key audit matter description
scheme. The revenue recognition key audit matter identified
How the scope of our
audit responded to the
key audit matter
relates to the fee percentages applied by management when
calculating the administration fees as a small change in these
fees may have a material impact on the overall year-end
result reported. Revenue recognised in the period ended 31
December 2021 was £12,753k; further details are included
within Note 2 and 4 to the financial statements.
• We obtained an understanding and tested the relevant
controls relating to the percentages used in calculation of the
administration fees.
• We tested the appropriateness of the fee percentage applied
by management on customer pension schemes in the period
by performing a 100% recalculation of the 2021 administration
fee revenue based on customer transactional data.
• We have tested the completeness and accuracy of the
underlying transactional data used within recalculation of the
administration fee.
5 Key audit matters
Key observations
• Based on the work performed we have determined the
revenue recognised is appropriate.
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the engagement team.
6 Our application of materiality
6.1 Materiality
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.
We define materiality as the magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning the scope of our audit work and in evaluating the
results of our work.
107
Annual Report and Financial Statements 2021 Basis for
determining
materiality
Rationale for
the benchmark
applied
Based on our professional judgement, we determined materiality for the financial statements as a
6.2 Performance materiality
whole as follows:
Group financial
statements
Parent Company financial statements
Materiality
£255k
£242k
2% of Revenue
1% of net assets capped at 95% of Group materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in
aggregate, uncorrected and undetected misstatements exceed the materiality for the financial
statements as a whole.
Group financial statements
Parent Company
financial statements
Performance materiality
65% of Group materiality
65% of Parent Company
materiality
Revenue has been
The Parent Company primarily exists as the holding
determined as the most
company which carries
investments
in Group
Basis and rationale for
In determining performance materiality, we considered factors
determining performance
including:
appropriate benchmark
subsidiaries and is the issuer of listed securities. We
materiality
due to the fact that
consider net assets to be the critical benchmark for
• The fact that PensionBee Group plc is a publicly listed entity
where there is exposure to significant media coverage.
• The quality of the control environment.
that it is a key balance
this company.
used for determining
future profitability and
stability of the Group.
Group materiality
£255k
6.3 Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit
differences in excess of £12.8k, as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure
matters that we identified when assessing the overall presentation of the financial statements.
7 An overview of the scope of our audit
Revenue
£12, 753k
Component materiality
£242k
7.1 Identification and scoping of components
Audit and Risk
Committee reporting
threshold
£12.8k
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
including controls over revenue, and assessing the risks of material misstatement at the Group level.
The two financially significant components of the Group which were identified are PensionBee
Limited and the PensionBee Group plc parent entity.
Both of these significant components were subject to a full-scope audit, audited to component
materiality level set at £157k.
The components within full scope audits account for 100% of the Group’s profit before tax, 100% of
the Group’s revenue and 100% of the Group’s net assets.
Audit work to respond to the risks of material misstatement was performed directly by the Group
audit engagement team.
Revenue
Group materiality
108
PensionBee Group plc 7.2 Our consideration of climate-related risks
and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In planning our audit, we have considered the potential impact of climate change on the Group’s
business and its financial statements.
The Group continues to develop its assessment of the potential impacts of environmental, social
and governance ('ESG') related risks, including climate change, as outlined in ESG Considerations
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
on pages 42-51.
but to do so.
As a part of our audit, we have obtained management’s climate-related risk assessment and held
discussions to understand the process of identifying climate-related risks, the determination of
mitigating actions and the impact on the Group’s financial statements.
10 Auditor’s responsibilities for the audit of the financial
statements
We performed our own qualitative risk assessment of the potential impact of climate change on the
Group’s account balances and classes of transactions.
8 Other information
The other information comprises the information included in the annual report, other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other
information contained within the annual report.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole,
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on
the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Our opinion on the financial statements does not cover the other information and, except to the extent
auditor’s report.
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in
the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
9 Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for
11 Extent to which the audit was considered capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed.
11.1 Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including
the design of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus
the preparation of the financial statements and for being satisfied that they give a true and fair view,
levels and performance targets;
109
Annual Report and Financial Statements 2021 • results of our enquiries of management and the Audit and Risk Committee about their own
identification and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed the Group’s documentation of their
policies and procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were
aware of any instances of non-compliance;
• detecting and responding to the risks of fraud and whether they have knowledge of any
actual, suspected or alleged fraud;
• the internal controls established to mitigate risks of fraud or non-compliance with laws
and regulations; and
• the matters discussed among the audit engagement team and relevant internal specialists,
including IT and industry specialists regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within
the organisation for fraud and identified the greatest potential for fraud is within the recognition
of revenue. In common with all audits under ISAs (UK), we are also required to perform specific
procedures to respond to the risk of management override.
•
•
•
•
enquiring of management, the Audit and Risk Committee and in-house legal counsel
concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance, reviewing internal audit
reports and reviewing correspondence with HMRC and the Financial Conduct Authority; and
in addressing the risk of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing whether the judgements
made in making accounting estimates are indicative of a potential bias; and evaluating the
business rationale of any significant transactions that are unusual or outside the normal course
of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including internal specialists, and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
Report on other Legal and
Regulatory Requirements
We also obtained an understanding of the legal and regulatory frameworks that the Group operates
in, focusing on provisions of those laws and regulations that had a direct effect on the determination
of material amounts and disclosures in the financial statements. The key laws and regulations we
considered in this context included the UK Companies Act, Listing Rules and relevant tax legislation.
12 Opinions on other matters prescribed
by the Companies Act 2006
In addition, we considered provisions of other laws and regulations that do not have a direct effect
on the financial statements but compliance with which may be fundamental to the Group’s ability
to operate or to avoid a material penalty. These included the Group’s operating licence, regulatory
solvency requirements and the regulations imposed by the Financial Conduct Authority.
11.2 Audit response to risks identified
As a result of performing the above, we identified revenue recognition as a key audit matter related
to the potential risk of fraud. The key audit matters section of our report explains the matter in more
detail and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing the supporting documentation to
assess compliance with provisions of relevant laws and regulations described as having a direct
effect on the financial statements;
•
110
In our opinion the part of the Directors' Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and their
environment obtained in the course of the audit, we have not identified any material misstatements
in the strategic report or the directors’ report.
PensionBee Group plc 13 Matters on which we are required to report by exception
15 Use of our report
13.1 Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and
returns
We have nothing to report in respect of these matters.
13.2 Directors’ remuneration
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.
As required by the Financial Conduct Authority (‘FCA’) Disclosure Guidance and Transparency
Rule (‘DTR’) 4.1.14R, these financial statements form part of the European Single Electronic Format
(‘ESEF’) prepared Annual Financial Report filed on the National Storage Mechanism of the UK FCA in
accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report provides
no assurance over whether the annual financial report has been prepared using the single electronic
format specified in the ESEF RTS.
Kieren Cooper FCA (Senior statutory auditor)
Under the Companies Act 2006, we are also required to report if, in our opinion, certain disclosures
For and on behalf of Deloitte LLP
of directors’ remuneration have not been made, or the part of the Directors' Remuneration Report
Statutory Auditor
to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
Birmingham, United Kingdom
13 April 2022
14 Other matters which we are required to address
14.1 Auditor tenure
Following the recommendation of the Audit and Risk Committee, we were appointed by the Board
of Directors on the 23 June 2021 to audit the financial statements for the Group for the period
ending 31 December 2021 and subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of the firm is 1 year, covering the
period ending 31 December 2021.
14.2 Consistency of the audit report with the additional report to the Audit
and Risk Committee
Our audit opinion is consistent with the additional report to the Audit and Risk Committee we are
required to provide in accordance with ISAs (UK).
111
Annual Report and Financial Statements 2021 2 Consolidated Statement of Comprehensive Income
For the year ended 31 December 2021
Revenue
Employee Benefits Expense (excluding Share-based Payment)
Share-based Payment
Depreciation Expense
Advertising and Marketing
Other Expenses
Listing Costs
Operating Loss
Finance Costs
Loss before Tax
Taxation
Loss for the year
Total Comprehensive Loss for the year wholly attributable to Equity Holders of the Parent Company
Loss per Share (pence per Share)
Basic and Diluted
The above results were derived from continuing operations.
The notes on pages 116 to 132 form an integral part of these financial statements.
Note
4
5
5, 21
12, 13
7
25
8
10
11
2021
£ 000
12,753
(7,447)
(3,939)
(256)
(12,865)
(8,862)
(2,947)
(23,563)
(1,416)
(24,979)
348
(24,631)
(24,631)
(11.86)
2020
£ 000
6,268
(4,475)
(2,174)
(240)
(8,223)
(3,991)
(637)
(13,472)
(11)
(13,483)
220
(13,263)
(13,263)
(7.67)
112
PensionBee Group plc 3 Consolidated Statement of Financial Position
As at 31 December 2021
Note
12
13
14
15
16
16, 21
16
17
18
17
19
Assets
Non-current Assets
Property, Plant and Equipment
Right of Use Assets
Current Assets
Trade and Other Receivables
Cash and Cash Equivalents
Total Assets
Equity and Liabilities
Equity
Share Capital
Share Premium
Share-based Payment Reserve
Retained Earnings
Total Equity
Non-current Liabilities
Lease Liability
Provisions
Current Liabilities
Lease Liability
Trade and Other Payables
Total Liabilities
Total Equity and Liabilities
The notes on pages 116 to 132 form an integral part of these financial statements.
Approved by the Board on 13 April 2022 and signed on its behalf by:
Romi Savova
Chief Executive Officer
2021
£ 000
127
692
819
3,171
43,518
46,689
47,508
221
53,218
8,317
(17,976)
43,780
560
43
603
97
3,028
3,125
3,728
47,508
2020
£ 000
195
118
313
1,506
6,736
8,242
8,555
-
30,322
4,378
(28,245)
6,455
-
-
-
109
1,991
2,100
2,100
8,555
113
Annual Report and Financial Statements 2021 4 Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
At 1 January 2020
Loss for the Year
Total Comprehensive Loss
Issue of Shares
Share-based Payment Transactions
At 31 December 2020
At 1 January 2021
Income/(Loss) for the Year
Total Comprehensive Loss
Share-based Payment Transactions
Issue of Share Capital in PensionBee
Limited
Group Reorganisation
Issue of Share Capital in PensionBeeGroup plc
Transaction Costs on Issue of Shares
Exercise of Share Options
At 31 December 2021
Note
15
15
15
15
Share Capital
Share Premium
£ 000
-
-
-
-
-
-
£ 000
23,111
-
-
7,211
-
30,322
Share Capital
Share Premium
£ 000
-
-
-
-
-
180
33
-
8
221
£ 000
30,322
-
-
-
4,765
(35,088)
54,967
(1,748)
-
53,218
Share-based Payment
Reserve
£ 000
2,204
-
-
-
2,174
4,378
Share-based
Payment Reserve
£ 000
4,378
-
3,939
-
-
-
-
-
Retained Earnings
£ 000
(14,982)
(13,263)
(13,263)
-
-
(28,245)
Retained Earnings
£ 000
(28,245)
(24,631)
(24,631)
-
-
34,908
-
-
(8)
8,317
(17,976)
Total
£ 000
10,333
(13,263)
(13,263)
7,211
2,174
6,455
Total
£ 000
6,455
(24,631)
(24,631)
3,939
4,765
-
55,000
(1,748)
-
43,780
The notes on pages 116 to 132 form an integral part of these consolidated financial statements.
114
PensionBee Group plc 5 Consolidated Statement of Cash Flows
For the year ended 31 December 2021
Cash Flows used in Operating Activities
Loss for the Year
Adjustments to Cash Flows from Non-cash Items
Depreciation
Loss on Disposal of Equipment
Finance Costs
Share-based Payment Transactions
Taxation
Operating Cash Flows before movements in Working Capital
Working Capital Adjustments
Increase in Trade and Other Receivables
Increase in Trade and Other Payables
Cash used in Operations
Income Taxes Received
Net Cash Flow used in Operating Activities
Cash Flows used in Investing Activities
Acquisition of Equipment
Direct cost for acquiring Right of Use Asset
Net Cash Flow used in Investing Activities
Cash Flows from Financing Activities
Revolving Credit Facility Fees
Proceeds from Issue of Ordinary Shares
Transaction Costs on Issue of Shares
Payment of Principal and Interest of Lease Liabilities
Net Cash Flows from Financing Activities
Net Increase/(Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at 1 January
Cash and Cash Equivalents at 31 December
Note
7
8
10
14
19
10
12
17
2021
£ 000
(24,631)
256
10
1,416
3,939
(348)
(19,358)
(1,277)
997
(19,638)
-
(19,638)
(69)
(6)
(75)
(1,409)
59,765
(1,748)
(113)
56,495
36,782
6,736
43,518
Changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes have been disclosed in Note 17 to the financial statements.
The notes on pages 116 to 132 form an integral part of these consolidated financial statements.
2020
£ 000
(13,263)
240
7
11
2,174
(220)
(11,051)
(627)
831
(10,847)
406
(10,441)
(75)
-
(75)
-
7,211
-
(150)
7,061
(3,455)
10,191
6,736
115
Annual Report and Financial Statements 2021
6 Notes to the Financial Statements
For the year ended 31 December 2021
1. General Information
PensionBee Group plc (the ‘Company’) is the parent company of PensionBee Limited (the
“Subsidiary”) (together the ‘Group’). The Company is a public company, whose shares were traded
on the High Growth Segment of the London Stock Exchange (‘LSE’) and is incorporated and
domiciled in England and Wales.
The address of its registered office is:
209 Blackfriars Road
London
SE1 8NL
United Kingdom
Principal Activity
The principal activity of the Group is that of a direct-to-consumer online pension provider. The
Group seeks to make its UK customers ‘Pension Confident’ by giving them complete control and
clarity over their retirement savings. The Group helps its customers to combine their pensions into
one new online plan where they can contribute, forecast outcomes, invest effectively, and withdraw
their pensions (from the age of 55), all from the palm of their hand.
2. Accounting Policies
Basis of Preparation
The consolidated financial statements have been prepared in accordance with International
Financial Reporting Standards (‘IFRS’) as adopted by the UK in conformity with the requirements of
the Companies Act 2006. The financial statements are prepared on the historical cost basis and on
a going concern basis.
The preparation of financial statements in conformity with IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of
applying the Group's accounting policies.
116
The financial statements are presented in GBP and all values are rounded to the nearest thousand
(£’000), except when otherwise indicated. The functional currency of the Company is GBP because
it is the primary currency in the economic environment in which the Company operates.
Basis of Consolidation
The consolidated financial statements consolidate the financial statements of the Company and its
subsidiary undertakings drawn up to 31 December 2021.
On 24 March 2021, PensionBee Group plc acquired all the issued shares of PensionBee Limited
through a share for share transaction (‘Group reorganisation’). For every issued share in PensionBee
Limited, 800 shares of PensionBee Group plc were issued. PensionBee Group plc issued 180,054,400
ordinary shares of £0.001 each. The newly issued ordinary shares were accounted for at their
nominal value. As part of the Group reorganisation, the Company reduced its share premium to
create additional distributable reserves. From the acquisition date, PensionBee Limited became a
subsidiary of PensionBee Group plc. On the same date, all the share options granted by PensionBee
Limited to its employees were cancelled and replaced by share options granted by PensionBee
Group plc. The cancellation and replacement of share options was accounted for as a modification
with no impact on the vesting conditions and the share options valuation.
The comparative amounts for the year ended 31 December 2020 and the statement of financial
position as at 31 December 2020 represent PensionBee Limited prior to the formation of the Group.
The amounts for the year ended 31 December 2021 and the statement of financial position as at 31
December 2021 represent the Group.
A subsidiary is an entity controlled by the Company. Control is achieved where the Company has
the power to govern the financial and operating policies of an entity so as to obtain benefits from its
activities. The Company reassesses whether it controls an entity if facts and circumstances indicate
there are changes to one or more elements of control.
Inter-company transactions, balances and unrealised gains on transactions between the Company
and its subsidiary, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in
the consolidated financial statements.
PensionBee Group plc Summary of Significant Accounting Policies
Standard
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Amendments to IAS 16 - Proceeds before intended use
Going Concern
Annual improvements 2018 - 2020 Cycle
Amendments to IAS 37 - Costs of Fulfilling Contract (Onerous Lease
The Directors have a reasonable expectation that the Group has adequate financial resources to
Assessments)
continue in operational existence for the foreseeable future and are satisfied that the Group can
continue to pay its liabilities as they fall due for a period of at least 12 months from the date of
approval of these financial statements. The Group has strong cash reserves and forecasts growth
that should see the financial results improve in the future years.
Amendments to IAS 1 - Classification
Amendments to IAS 1 and IFRS Practice Statement 2 - Deciding
which Accounting Policies to Disclose
Amendments to IAS 8 - Distinguishing between Accounting Policies
The COVID-19 pandemic has been considered in the Directors’ assessment of going concern.
and Accounting Estimates
Effective Date, Annual Period
beginning on or after
1 January 2022
1 January 2022
1 January 2022
1 January 2023
1 January 2023
1 January 2023
The Group has been operationally resilient as proven by consistent operational efficiencies that
have been maintained during remote working times. The Directors concluded that the COVID-19
pandemic will not impact the Group’s ability to continue as a going concern. The impact of Russia's
invasion of Ukraine on the markets and on the world more generally has also been considered in
the Directors' assessment of going concern. While the Group's own exposure to Russia in terms
of investments is minimal, rounding to 0%, broader market volatility could impact Assets under
Administration and the Directors will continue to monitor the rapidly developing situation.
Stress testing was done by considering severe and unlikely but possible scenarios. The Group has
adequate resources to survive macroeconomic downturns and the Directors concluded that the
Group has sufficient financial resources to remain in operational existence. For these reasons, the
Directors adopt the going concern basis of preparation for these financial statements.
Changes in Accounting Policy
None of the standards, interpretations, and amendments effective for the first time from 1 January
2021 have had a material effect on the financial statements.
New Standards, Interpretations and Amendments not yet Effective
The new standards which are not yet effective will not have a material impact on the financial statements.
Amendments to IAS 12 - Income Taxes: Deferred Tax related to Assets
1 January 2023
Revenue Recognition
Revenue represents amounts receivable for services net of VAT. Revenue is derived from
administration of our customers’ retirement savings and the provision of one-off ancillary services
to customers. The Group operates a service to combine and transfer customers' old pensions into
new online plans, which are subsequently managed by third party money managers. The Group
has applied the 5-step model outlined in IFRS 15 Revenue from contracts with customers as is set
out below:
Identification of the contract with a customer - During account opening, the customer is made
aware of the promises the Group is making. Rights and obligations of each party are outlined. The
point at which the customer agrees to the terms and conditions is the point at which both the
Group and the customer have approved the contract.
Identification of the performance obligations in the contract - The Group makes one promise
to its customers, the administration of the customers’ retirement savings through its third-party
money managers. The Group performs administrative tasks during the process of on boarding its
customers to its technology platform which are necessary for the fulfilment of administration of
the customers’ retirement savings. The Group does not consider these administrative tasks to be a
separate performance obligation. As a result, it is considered that the Group has a single performance
obligation, which is the administration of the customers’ retirement savings.
Determination of the transaction price – The money managers inv?≥st customers’ retirement
savings in funds (“Group Plans”) that match each customer’s selection. The Group charges an
annual management fee that is charged daily against the units held by each customer. The annual
117
Annual Report and Financial Statements 2021 management fee is based on a fixed percentage (%) which varies for each of the Group Plans; the
fees range from 0.50% to 0.95%. There is a further fixed discount of 50% provided to customers who
have over £100,000 in their pension pots. The discount is applied to the incremental amount over
and above £100,000.
Allocation of the transaction price - As there is only one performance obligation, the whole
transaction price is allocated to this performance obligation.
Recognition of revenue when a performance obligation is satisfied - The administration of
customers’ retirement savings is continuous until the customer draws down their pension pot or
transfers it to another UK registered provider. Revenue is recognised over time as the customer
simultaneously receives and consumes the benefits provided by the Group’s performance as
the Group performs them. Revenue is calculated daily as a percentage (basis points) of the value
of Assets under Administration (‘AUA’) as agreed by the customer.
Consideration Payable to Customers
The Group runs a number of incentive-linked marketing campaigns. Under these campaigns, a
customer becomes entitled to either a pension contribution or cash back once they make their first
live pension transfer. This consideration payable to the customer is not in exchange for a distinct
good or service that the customer transfers to the Group. Therefore, it is accounted for as reduction
to the transaction price. The full consideration is accounted for as revenue reduction in the year it is
payable because the difference between spreading it over the contract life and recognising it in full
in the year it is incurred is not material. Materiality assessment is done annually.
Recurring Revenue
The Group's revenue is recurring in nature as the annual charges are calculated daily as a percentage
(basis points) of the value of AUA and will continue to be earned on an ongoing basis whilst the Group
administers those assets. Recurring revenue is derived from management fees and is recognised
based on daily accruals of customers' pension balances as the performance obligation, being the
provision of pension scheme administration services to customers, is met. These management fees
are charged daily and collected by the Group on a monthly basis.
Other Revenue
Other Revenue relates to one-off ancillary and ad-hoc services including pension splitting on
divorce, early withdrawals owing to ill-health, and full draw-down within one year of becoming
an Invested Customer. For this revenue stream, the performance obligation is the execution of the
requested task. There are fee structures in place which are used to determine the transaction price.
Revenue is recognised at a point in time when the requested task is executed (when the service is
provided to the customer).
118
Foreign Currency Transactions and Balances
In preparing the financial statements of the Group entities, transactions in currencies other than the
entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing
on the dates of the transactions. At each reporting date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary
items carried at fair value that are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised
in the statement of comprehensive income in the period in which they arise.
For the purpose of presenting consolidated financial statements, transactions in foreign currencies
are translated to the Group’s presentation currency at the foreign exchange rate ruling at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet
date are retranslated to the presentation currency at the foreign exchange rate ruling at that date.
Foreign exchange differences arising on translation are recognised in the statement of comprehensive
income. There are no material foreign exchange transactions in the financial statements.
Tax
Tax on the loss for the year comprises research and development credit. There was no current or
deferred tax charge for the year (2020 £nil). Tax is recognised in the statement of comprehensive
income except to the extent that it relates to items recognised directly in equity or other comprehensive
income, in which case it is recognised directly in equity or other comprehensive income.
Current income tax assets and liabilities are measured at the amount expected to be recovered from
or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted at the reporting date in the United Kingdom where the
Group operates and generates taxable income.
Management periodically evaluates positions taken in the tax returns with respect to situations
in which applicable tax regulations are subject to interpretation and establishes liabilities where
appropriate.
Deferred tax is provided using the liability method on temporary differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of
unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it
is probable that taxable profit will be available against which the deductible temporary differences,
and the carry forward of unused tax credits and unused tax losses can be utilised.
PensionBee Group plc The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
An item of property, plant and equipment and any significant part initially recognised is derecognised
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are
of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as
reporting date and are recognised to the extent that it has become probable that future taxable
the difference between the net disposal proceeds and the carrying amount of the asset) is included
profits will allow the deferred tax asset to be recovered.
in the statement of comprehensive income when the asset is derecognised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
The residual values, useful lives, and methods of depreciation of property, plant and equipment are
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
reviewed at each financial year end and adjusted prospectively, if appropriate.
enacted or substantively enacted at the reporting date.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets
The Group assesses at each reporting date, whether there is an indication that an asset may be
and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the
impaired. If any such indication exists, the recoverable amount of the asset is estimated based on
same taxable entity or different taxable entities which intend either to settle current tax liabilities
future cashflows with a suitable range of discount rates and the expectations of future performance.
and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
future period in which significant amounts of deferred tax liabilities or assets are expected to be
recoverable amount. Impairment loss is recognised in the statement of comprehensive income.
Impairment of non-Financial Assets
settled or recovered.
Property, Plant and Equipment
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and short term highly liquid deposits with a
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment
maturity of less than 3 months.
losses. The Group assesses at each reporting date whether there are impairment indicators for
tangible fixed assets.
Depreciation
Depreciation is charged to the statement of comprehensive income on a straight-line basis over the
Trade Receivables
Trade and other receivables are recognised initially at the transaction price less attributable
transaction costs. Subsequent to initial recognition they are measured at amortised cost using the
effective interest method, less any impairment losses in the case of trade receivables and other
estimated useful lives of each part of an item of tangible fixed assets. The estimated useful lives are
receivables.
as follows:
Asset Class
Computer Equipment
Furniture and Fittings
Trade Payables
Depreciation Method and Rate
three years straight line
four years straight line
Trade and other payables are recognised initially at transaction price plus attributable transaction
costs. Subsequently they are measured at amortised cost using the effective interest method.
Trade and other payables are obligations to pay for goods or services that have been acquired in
the ordinary course of business from suppliers. Trade payables are classified as current liabilities if
payment is due within one year or less (or in the normal operating cycle of the business if longer). If
Leasehold Improvements
straight line over life of the lease
not, they are presented as non-current liabilities.
Right of Use Assets
straight line over life of the lease
119
Annual Report and Financial Statements 2021 Provisions
Short Term and Low Value Leases
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
The Group has made an accounting policy election, by class of underlying asset, not to recognise
of a past event, it is probable that the Group will be required to settle that obligation and a reliable
lease assets and lease liabilities for leases with a lease term of 12 months or less (i.e., short-term
estimate can be made of the amount of the obligation.
leases).
Provisions are measured at the Directors’ best estimate of the expenditure required to settle the
The Group has made an accounting policy election on a lease-by-lease basis, not to recognise lease
obligation at the reporting date and are discounted to present value where the effect is material.
assets on leases for which the underlying asset is worth £5,000 or less (i.e., low value leases).
Leases
Initial Recognition and Measurement
Lease payments on short term and low value leases are accounted for on a straight-line bases over
the term of the lease or other systematic basis if considered more appropriate. Short term and low
value lease payments are included in operating expenses in the statement of comprehensive income.
The Group initially recognises a lease liability for the obligation to make lease payments and a right-
Share Capital
of-use asset for the right to use the underlying asset for the lease term.
The lease liability is measured at the present value of the lease payments to be made over the
or other resources received or receivable, net of the direct costs of issuing the equity instruments. If
lease term. The lease payments include fixed payments, purchase options at exercise price (where
payment is deferred and the time value of money is material, the initial measurement is on a present
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash
payment is reasonably certain), expected amount of residual value guarantees, termination option
value basis.
penalties (where payment is considered reasonably certain) and variable lease payments that
depend on an index or rate.
Defined Contribution Pension Obligation
The right-of-use asset is initially measured at the amount of the lease liability, adjusted for lease
prepayments, lease incentives received, the group’s initial direct costs (e.g., commissions) and an
The Group operates a defined contribution plan for its employees, under which the Group pays
fixed contributions into the PensionBee Personal Pension. Once the contributions have been paid
estimate of restoration, removal, and dismantling costs.
the Group has no further payment obligations.
Subsequent Measurement
After the commencement date, the Group measures the lease liability by:
a.
Increasing the carrying amount to reflect interest on the lease liability.
b. Reducing the carrying amount to reflect the lease payments made; and
c. Re-measuring the carrying amount to reflect any reassessment or lease modifications or to
reflect revised in substance fixed lease payments or on the occurrence of other specific events.
Interest on the lease liability in each period during the lease term is the amount that produces a
constant periodic rate of interest on the remaining balance of the lease liability. Interest charges are
included in finance cost in the statement of comprehensive income, unless the costs are included in
the carrying amount of another asset applying other applicable standards. Variable lease payments
not included in the measurement of the lease liability, are included in operating expenses in the
period in which the event or condition that triggers them arises. Repayment of lease liabilities within
financing activities in the cashflow statement include both the principal and interest.
120
The contributions are recognised as an expense in the statement of comprehensive income when
they fall due. Amounts not paid are shown in creditors as a liability in the statement of financial
position. The assets of the plan are held separately from the Group.
Share-based Payment
The cost of equity-settled transactions with employees is measured by reference to the fair value
of the equity instruments granted at the date at which they are granted and is recognised as an
expense over the vesting period, which ends on the date on which the relevant employees become
fully entitled to the award. Fair value is determined by using the market price of the shares at a
point in time adjacent to the issue of the award. In valuing equity-settled transactions, no account
is taken of any vesting conditions, other than conditions linked to the price of the shares of the
Group (market conditions) and non-vesting conditions. No expense is recognised for awards that
do not ultimately vest, except for awards where vesting is conditional upon a market or non-
vesting condition, which are treated as vesting irrespective of whether the market or non-vesting
PensionBee Group plc condition is satisfied, provided that all other vesting conditions are satisfied. At each balance sheet
date before vesting, the cumulative expense is calculated, representing the extent to which the
vesting period has expired and management's best estimate of the achievement or otherwise
of non-market conditions and of the number of equity instruments that will ultimately vest or in
the case of an instrument subject to a market condition, be treated as vesting as described above.
The movement in cumulative expense since the previous balance sheet date is recognised in the
Impairment of Financial Assets
Measurement of Expected Credit Losses
Expected credit losses (‘ECLs’) are based on the difference between the contractual cash flows due
in accordance with the contract and all the cash flows that the Group expects to receive, discounted
statement of comprehensive income, with a corresponding entry in equity under the Share-based
at an approximation of the original effective interest rate.
Payment reserve.
Where the terms of an equity-settled award are modified, or a new award is designated as replacing
a cancelled or settled award, the cost based on the original award terms continues to be recognised
over the original vesting period. In addition, an expense is recognised over the remainder of the new
vesting period for the incremental fair value of any modification, based on the difference between
the fair value of the original award and the fair value of the modified award, both as measured on the
date of the modification. No reduction is recognised if this difference is negative. Where an equity-
settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not
yet recognised in the statement of comprehensive income for the award is expensed immediately.
Any compensation paid up to the fair value of the award at the cancellation or settlement date is
deducted from equity (Share-based Payment reserve), with any excess over fair value expensed in
the statement of comprehensive income.
The Company has established a Share-based Payment Reserve but does not transfer any amounts
from this reserve on the exercise or lapse of options. On exercise, shares issued are recognised in
share capital at their nominal value. Share premium is recognised to the extent the exercise price is
above the nominal value. Where the Company is settling part of the exercise price, a transfer is made
from retained earnings to share capital.
Research and Development
Research and development expenditure is recognised as an expense as incurred, except that
development expenditure incurred on an individual project is capitalised as an intangible asset when
the Group can demonstrate the technical feasibility of completing the intangible asset so that it will
be available for use or sale, how the asset will generate future economic benefits, the availability of
resources to complete development of the asset and the ability to measure reliably the expenditure
during development. Capitalised development costs are recorded as intangible assets and amortised
from the point at which the asset is ready for use. No development expenditure has been capitalised
during the years 2020 and 2021, on the basis that the specified criteria for capitalisation has not been
met, as costs spent on the development phase of projects cannot be reliably estimated. All research
and development costs are therefore recognised as an expense as incurred.
For trade and other receivables, the Group applies a simplified approach in calculating the ECLs.
Therefore, the Group recognises a loss allowance based on lifetime ECLs at each reporting date.
3. Critical Accounting Judgements and Key
Sources of Estimation Uncertainty
In the application of the Group's accounting policies, the Directors are required to make judgements,
estimates and assumptions about the carrying amount of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these
estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the estimate is revised where the
revision affects only that period, or in the period of the revision and future periods where the
revision affects both current and future periods.
The Group does not have any critical accounting judgements or key estimation uncertainties.
4. Revenue
The analysis of the Group’s Revenue for the year from continuing operations is as follows:
Recurring Revenue
Other Revenue
2021
£ 000
2020
£ 000
12,592
161
6,155
113
12,753
6,268
121
Annual Report and Financial Statements 2021 Recurring Revenue relates to revenue from the annual management fee charged to customers. There
The average number of persons employed by the Group (including Directors) during the year,
are no individual revenues from customers which exceed 10% of PBL 's total Revenue for the year.
analysed by category was as follows:
Segment Information
Operating segments and reporting segments are reported in a manner consistent with the internal
reporting provided to the Chief Operating Decision Maker ('CODM'). The Group considers that the role
of CODM is performed by the Board of Directors. The CODM regularly reviews the Group's operating
Executive Management
results to assess performance and to allocate resources. All earnings, balance sheet and cash flow
information received and reviewed by the Board of Directors is prepared at a company level.
The CODM considers that it has a single business unit comprising the provision of direct-to-consumer
online pension consolidation and, therefore, recognises one operating and reporting segment with all
revenue, losses before tax and net assets being attributable to this single reportable business segment.
Further, the Group operates in a single geographical location only, being the United Kingdom.
Technology and Product
Marketing
Customer Service
Legal, Compliance and Risk
Administration and Other
2021
No.
2020
No.
9
30
9
85
7
15
5
23
6
60
5
11
155
110
5. Employee Benefits Expense
6. Directors’ Remuneration
The aggregate payroll costs (including Directors’ remuneration) were as follows:
The Directors' remuneration for the year was as follows:
2021
£ 000
6,477
767
203
7,447
3,939
11,386
Wages and Salaries
Social Security Costs
Pension Costs, Defined Contribution Scheme
Share-based Payment Expense
122
2020
£ 000
3,957
Remuneration
385
133
4,475
2,174
6,649
2021
£ 000
2020
£ 000
569
6
575
288
5
293
Group Contributions paid to Defined Contribution Pension Schemes
During the year the number of Directors who were receiving benefits and share incentives was
as follows:
2021
No.
2020
No.
Members of Defined Contribution Pension Schemes
3
3
PensionBee Group plc
In respect of the highest paid Director:
8. Finance costs
Interest Expense on Lease Liabilities
Revolving Credit Facility Fees
Total Finance Costs
2021
£ 000
7
1,409
1,416
2020
£ 000
11
-
11
Remuneration
Group Contributions to Defined Contribution Pension Schemes
Exercise of Share Options:
Amount of Gains made on the Exercise of Share Options
7. Other Expenses
Arrived at after charging:
Loss on Disposal of Equipment
Auditor’s Remuneration
Money Manager Costs
Other Expenses
2021
£ 000
168
2
2020
£ 000
98
2
2021
£ 000
198
2020
£ 000
-
2021
£ 000
10
187
2,300
2020
£ 000
7
70
940
6,365
2,974
8,862
3,991
Included in Other Expenses is technology and platform costs, professional services fees,
irrecoverable VAT, and general and administrative costs.
123
Annual Report and Financial Statements 2021
9. Auditor’s Remuneration
The tax on loss for the year was computed at the standard rate of corporation tax in the UK (2020 – at
the standard rate of corporation tax in the UK) of 19% (2020 19%).
2021
£ 0000
2020
£ 0000
The differences are reconciled below:
Audit of the Company’s Financial Statements
Audit of the Company’s Subsidiary Financial Statements
Total Audit Fees
Tax Advisory Services
Audit Related Assurance Services
Other Assurance Services
Total Non-Audit Fees
33
95
128
167
42
633
842
-
70
70
38
-
315
353
2021
£ 000
2020
£ 000
Loss before Tax
(24,979)
(13,483)
Corporation Tax at Standard Rate
(4,746)
(2,562)
Increase from effect of different UK Tax Rates on some Earnings
Increase from effect of expenses not deductable in determining
Taxable Profit (Tax Loss)
Deferred tax expense (credit) from unrecognised Tax Loss or Credit
Auditor’s remuneration has been shown net of VAT. Except for £28,000 (2020: £Nil) relating to the
Decrease from effect of adjustments in Research Development Tax
half year review of the Group’s financial statements and contained in Audit Related Assurance
Services, all non-audit fees are attributed to services received in preparation for admission to
the London Stock Exchange and have been recorded in listing costs. No services were provided
Credit
Total Tax Credit
pursuant to contingent fee arrangements.
10. Tax
Tax charged/(credited) in the statement of comprehensive income:
Current Taxation
UK Corporation Tax
Deferred Taxation
2021
£ 000
2020
£ 000
Fixed Assets
Temporary Difference Trading
Total Deferred Tax Liability
(348)
(194)
Losses available for offsetting against Future Taxable Income
Total Deferred Tax Asset
Net deferred tax
Arising from Origination and Reversal of Temporary Differences
Arising from Tax Rate Changes
Total Deferred Taxation
-
-
-
Tax Credit in the Statement of Comprehensive Income
(348)
(29)
3
(26)
(220)
124
The Group has £38,629,000 of non-expiring carried forward tax losses at 31 December 2021
(2020: £21,419,000) against which no deferred tax has been recognised. A deferred tax asset has
not been recognised on the basis that there is insufficient certainty over the recovery of these
tax losses in the near future.
-
1,464
3,282
(348)
(348)
3
636
1,897
(194)
(220)
2021
£ 000
2020
£ 000
(13)
-
(13)
13
13
-
(24)
6
(18)
18
18
-
PensionBee Group plc
11. Earnings per Share
12. Property, Plant and Equipment
Basic earnings per share is calculated by dividing the loss attributable to ordinary equity holders of
the Group by the weighted average number of ordinary shares in issue during the period.
Diluted earnings per share are calculated by dividing the loss attributable to ordinary equity holders
of the Group adjusted for the effect that would result from the weighted average number of ordinary
Cost
shares plus the weighted average number of shares that would be issued on the conversion of
At 1 January 2020
all the dilutive potential shares under option. At each balance sheet date reported below, the
following potential ordinary shares under option are anti-dilutive and are therefore excluded from
the weighted average number of ordinary shares for the purpose of diluted earnings per share.
Additions
Disposals
Transfers
2021
2020
At 31 December 2020
Number of Potential Ordinary Shares
3,911,235
15,293
At 1 January 2021
Loss Attributable to Equity Holders of PensionBee Group plc (£)
(24,631,000)
(13,263,000)
Weighted Average Number of Shares Outstanding during the Year
207,743,435
216,058
Additions
Disposals
Transfers
Basic and Diluted Earnings/(Loss) per Share (pence per Share)
(11.86)
(6,138.63)
At 31 December 2021
Basic Earnings per Share was (11.86)p for 2021 (2020: (6,138.63)p). These two EPS figures are not
directly comparable due to a change in share capital as part of the reorganisation ahead of the IPO,
together with the issuance of new shares as part of the IPO itself in April 2021. Adjusting the 2020
EPS for the impact of the IPO gives a comparable EPS of (7.67)p.
Depreciation
At 1 January 2020
Charge for year
Eliminated on Disposal
At 31 December 2020
Determination of the Comparable EPS
2021
2020
At 1 January 2021
Charge for the year
Number of Potential Ordinary Shares*
3,911,235
12,234,400
Eliminated on Disposal
Loss Attributable to Equity Holders of PensionBee Group plc (£)
(24,631,000)
(13,263,000)
Weighted Average Number of Shares Outstanding during the year*
207,743,435 172,846,400
Basic and Diluted Earnings/(Loss) per Share (pence per Share)
(11.86)
(7.67)
*Through Group reorganisation, every issued share in PensionBee Limited was exchanged for 800
Transfers
At 31 December 2021
Carrying amount
At 31 December 2021
At 31 December 2020
shares in PensionBee Group plc. Every share option was cancelled and replaced by 800 share options.
At 1 January 2020
Fixtures and
Leasehold
Computer
Fittings
Improvements
Equipment
£ 000
£ 000
£ 000
Total
£ 000
69
-
-
2
71
71
-
(6)
(5)
60
28
15
-
43
43
12
-
(4)
51
9
28
41
128
8
(8)
(2)
126
126
-
-
-
126
10
63
(2)
71
71
55
-
-
133
67
(2)
-
198
198
69
(7)
5
265
43
44
(1)
86
86
60
(3)
4
126
147
-
55
118
118
112
90
330
75
(10)
-
395
395
69
(13)
-
451
81
122
(3)
200
200
127
(3)
-
324
127
195
249
125
Annual Report and Financial Statements 2021
13. Right of Use Asset
14. Trade and Other Receivables
At 1 January 2020
At 31 December 2020
At 1 January 2021
Additions
Disposals
At 31 December 2021
Depreciation
At 1 January 2020
Charge for year
At 31 December 2020
At 1 January 2021
Charge for the year
Eliminated on Disposal
At 31 December 2021
Carrying Amount
At 31 December 2021
At 31 December 2020
At 1 January 2020
126
£ 000
295
295
295
703
(295)
703
59
118
177
177
129
(295)
11
692
118
236
Trade Receivables
Prepayments
Accrued Income
Other Receivables
2021
£ 000
1,335
887
-
2020
£ 000
708
360
11
949
427
3,171
1,506
Trade and other receivables are measured at amortised cost and management assessed that the
carrying value is approximately their fair value due to the short-term maturities of these balances.
15. Share Capital
Allotted, Called Up and Fully Paid Shares
2021
2020
No. 000
£ 000
No. 000
£ 000
Ordinary of £0.001 each
221,565
221
221
-
221,565
221
221
-
Shares at 31 December 2020 represent those of PensionBee Limited, shares at 31 December 2021
represent those of PensionBee Group plc.
On 24 March 2021, PensionBee Group plc acquired all the issued shares of PensionBee Limited
through a share for share transaction. Every issued share in PensionBee Limited was exchanged for
800 shares in PensionBee Group plc. Every share option was cancelled and replaced by 800 share
options. Through the Group reorganisation, PensionBee Group plc issued 180,054,400 ordinary
shares of £0.001 each and reduced its share premium to create additional distributable reserves.
On 26 April 2021, PensionBee Group plc issued 33,333,333 ordinary shares of £0.001 each as part
of its Initial Public Offering (‘IPO’). Each share was issued at £1.65. Transaction costs incurred and
directly attributable to the issuance of shares for the IPO amounted to £1,748,000. These costs were
recognised as a reduction to the share premium. During the year, PensionBee Group plc issued
further ordinary shares from share options exercised totaling 8,138,194 ordinary shares of £0.001
each. The exercise price for each exercised share options was £0.001.
PensionBee Group plc Each ordinary share carries one vote per share and ranks pari passu with respect to dividends and capital.
16. Reserves
Share Premium
The share premium account represents the excess of the issue price over the par value on shares
issued, less transaction costs arising on the issue.
Share-based Payment Reserve
As at 1 January
Additions
Accretion of interest
Payments
As at 31 December
2021
£ 000
109
654
7
2020
£ 000
248
-
11
(113)
(150)
657
109
The Share-based Payment Reserve is used to recognise the value of equity-settled share-based
payments provided to employees, including key management personnel, as part of their remuneration.
Lease Liabilities included in the Statement of Financial Position:
Retained Earnings
The balance in the retained earnings account represents the distributable reserves of the Group.
17. Leases
At 31 December 2020, the Group had a single property lease which was exited during 2021 on
exercise of the break option. On inception, the lease liability was determined using a discount rate
linked to London office rental yields, adjusted for risk premium for certain company specific factors.
The discount rate was 6%.
In December 2021, the Group entered into a new property lease with a 5-year lease term ending
in December 2026 with an option to terminate the lease after three years. The Group is reasonably
certain that this option will not be exercised therefore the lease term was determined to be five
Non-current
Current
2021
£ 000
560
2020
£ 000
-
97
109
657
109
The following are the amounts recognised in the Statement of Comprehensive Income:
years. On inception, the lease liability was determined using a discount rate linked to London office
Depreciation on Right of Use Asset
rental yields, adjusted for risk premium for certain company specific factors as well as taking into
consideration the interest rate associated with the revolving credit facility entered in March 2021
and cancelled in September 2021. The discount rate was 7%.
The carrying amounts of right-of-use assets recognised and the movements during each year are
set out in Note 13. Set out below are the carrying amounts of lease liabilities and the movements
during the year
Interest on Lease Liability
Low Value Leases
Payments
2021
£ 000
129
7
2020
£ 000
118
11
-
6
136
135
127
Annual Report and Financial Statements 2021
18. Provisions
20. Pension and Other Schemes
At 1 January 2021
Additional Provisions
At 31 December 2021
Non-current Liabilities
Dilapidations
£ 000
-
Total
£ 000
-
The Group operates a defined contribution pension scheme. The pension cost charge for the
year represents contributions payable by the Group to the scheme and amounted to £203,000
(2020 £133,000).
43
43
Contributions totaling £Nil (2020 £34,000) were payable to the scheme at the end of the year and
43
43
are included in trade payables.
43
43
21. Share-based Payment
The Group is required to restore the leased premises of its offices to their original condition at the
end of the lease term. The lease term ends on 2 December 2026. A provision has been recognised
at the present value of the estimated expenditure required to remove any leasehold improvements.
These costs have been capitalised as part of the Right of Use Asset and are amortised over the useful
PensionBee 2015 EMI Share Option Scheme
Scheme Details and Movements
life of the asset.
19. Trade and Other Payables
Trade Payables
Accrued Expenses
Social Security and Other Taxes
Under the PensionBee 2015 EMI Share Option Scheme share options were granted to the senior
management of the Group. The exercise price of the share options was £0.001 on the date of grant.
The share options vested as follows:
a. 33% of the shares on the first anniversary of the vesting commencement date; and
b.
the remaining 67% of the shares monthly in equal instalments over the following two years,
so the options were fully vested on the third anniversary of the vesting commencement date.
At 31 December 2020 all options had been fully exercised and there is no intention to issue any
further options under this scheme.
PensionBee EMI and Non-EMI Share Option Scheme
2021
£ 000
356
1,873
83
2020
£ 000
749
1,200
-
Other Payables
716
42
Scheme Details and Movements
3,028
1,991
Trade and other payables are measured at amortised cost and management assessed that the
carrying value is approximately their fair value due to the short-term maturities of these balances.
128
Under the PensionBee EMI and Non-EMI Share Option Scheme share options were granted to
eligible employees who have passed their probation period at the Group. The exercise price of all
share options is £0.001 per share.
The share options vest in tranches, 25% of the shares vest on the first anniversary of the vesting
commencement date with the remaining 75% of the shares vesting quarterly in equal instalments
over the following three years.
The fair value of equity-settled share options granted is estimated as at the date of grant, considering
the terms and conditions upon which the options were granted.
PensionBee Group plc The fair value of the share options granted is estimated on the date of grant by reference to the
prevailing share price. Before the Company was listed, the fair value was determined by reference to
Deferred Share Bonus Plan
the price paid by external part of periodic funding rounds.
Scheme Details and Movements
The weighted average fair value of share options during the year of grant was £1.65 in 2021
(2020 £1,081). These two values are not directly comparable due to a change in share capital as
part of the reorganisation ahead of the IPO. Adjusting the 2020 fair value for the impact of the
IPO gives a comparable fair value of £1.35.
Under the PensionBee Deferred Share Bonus Plan ('DSBP') awards are granted to eligible employees
who are or were an employee (including an Executive Director) of the Group and have been granted
a bonus. DSBP awards are granted at the end of the financial year once the annual bonus outturn
has been determined. The exercise price of all DSBP awards is £nil per award.
Prior to the Company being listed, share options could only be exercised upon the occurrence of
an exit event, a takeover, reconstruction, liquidation and sale of the business, to the extent they had
vested. In the event that there was no exit event before the tenth anniversary of the date of grant,
For the two Executive Directors that were in office at year end their DSBP awards cliff vest on the
third anniversary of the date of grant. For the rest of the employees their DSBP awards vest in three
equal installments over a service period of three years from grant date . DSBP awards vest upon
the Directors could determine that an option holder may exercise their option in the 30-day period
satisfying the service condition.
before such anniversary. The exercise period is up to ten years from the grant date.
The fair value of the DSBP awards is the share price on grant date. DSBP awards can be exercised to
Following the listing of the Company during the year, share options can be exercised upon satisfying
the extent they have vested.
the service condition.
The movements in the number of share options during the year were as follows:
No DSBP awards were granted during the year (2020: Nil).
Charge/Credit arising from Share-based Payment
Outstanding, start of the year
Outstanding after Reorganisation*
Granted during the year
Exercised during the year
Expired during the year
2021
Number
15,293
12,234,400
312,000
(8,463,383)
2020
Number
11,059
-
4,394
-
The total charge for the year for the Share-based Payment was £3,939,000 (2020: £2,174,000), all of
which related to equity-settled share-based payment transactions
22. Financial Risks Review
(171,782)
(160)
This note presents information about the Group’s exposure to financial risks and the Group’s
management of capital. Financial risk exposure results from the operations of the subsidiary. The
Outstanding, end of the year
3,911,235
15,293
Company is not trading and therefore is structured to avoid, in so far as possible, all forms of
financial risk.
The weighted average share price on date of exercise of share options exercised during the year was
£1.64 (2020: £Nil) and the weighted average remaining contractual life is two years and five months
Financial risk management objectives
(2020 one year and nine months).
*Following the reorganisation ahead of IPO, each share option was split into eight hundred share
options.
The Group has identified the financial risks arising from its activities and has established policies and
procedures to manage these risks in accordance with its risk appetite. These risks included market
risk, credit risk and liquidity risk. The Group does not enter or trade financial instruments, including
derivative financial instruments. Assisted by the Audit and Risk Committee, the Board of Directors
has overall responsibility for establishing and overseeing the Group’s risk management framework
and risk appetite.
129
Annual Report and Financial Statements 2021 The Group’s financial risk management policies are intended to ensure that risks, including emerging
risks are identified, evaluated and subject to ongoing close monitoring and mitigation where
appropriate. The Board of Directors regularly reviews financial risk management policies, procedures
and systems to reflect changes in the business, risk horizon, markets and financial instruments used
by the Group. The Group's senior management is responsible for the day-to-day management of
these risks in accordance with the Group’s risk management framework.
Market Risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate
because of changes in market prices. Market risk comprises three types of risk: interest rate risk,
currency risk and price risk.
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 market interest rates. The Group considers interest rate risk to be
insignificant due to low debt and no interest-bearing assets.
On 22 March 2021, the Group entered into a revolving credit facility for up to £10 million with
National Westminster Bank plc as part of prudent capital management to provide it with further
liquidity resources going forward. On 20 September 2021, management decided to close the facility
on the basis that the additional liquidity resources were no longer required. No amounts were drawn
from the facility during the period in which the credit was available. Amounts charged to the income
statement in respect of the cost of this facility totaled £1,409,000 for the year. However, impact on
interest rate in future years is not expected to be significant due to the cancellation of the facility.
Price Risk
As the main source of revenue is based on the value of assets under administration (Assets under
Administration ('AUA') is a measure of the total assets for which a financial institution provides
administrative services). The Group has an indirect exposure to price risk on investments held on
behalf of clients. These assets are not on the Group's statement of financial position. The risk of lower
revenues is partially mitigated by asset class diversification. The Group does not hedge its revenue
exposure to movements in the value of client assets arising from these risks, and so the interests of
the Group are aligned to those of its clients.
A 10% change in equity markets would have an approximate 7.5% impact on revenue. The 10%
change in equity markets is a reasonable approximation of possible change.
130
Credit Risk
Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. The Group’s
exposure to credit risk arises principally from its cash balances held with banks and trade receivables.
The Group’s trade receivables are the contractual cashflow obligations that the payors must meet.
The payors are BlackRock, Legal & General, and State Street Corporation which are high credit rated
financial institutions whose assets they hold behalf of the Group are a small percentage of their net
assets and on this basis credit risk is considered to be low. Utilising the Simplified Approach the
Group has shown there is no expected credit loss due to no historic credit losses, and no material
need for a lifetime loss allowance.
At the end of the reporting period no assets were determined to be impaired and there was no
balance past due.
In certain cases, the Group may also consider a financial asset to be in default when internal or
external information indicates that the Group is unlikely to receive the outstanding contractual
amounts in full. A financial asset is written off when there is no reasonable expectation of recovering
the contractual cash flows.
Due to the Group's financial assets primarily being trade receivables which all have an expected lifetime
of less than 12 months, the Group has elected to measure the expected credit losses at 12 months only.
Set out below is the information about the credit risk exposure on the Group's trade receivables:
Days Past Due
Current
< 30 days
30-60 days
61-90 days
>91 days
£ 000
£ 000
£ 000
£ 000
£ 000
Total
£ 000
1,335
348
-
-
-
-
Days
-
-
-
1,335
601
949
Current
< 30 days
30-60 days
61-90 days
>91 days
£ 000
£ 000
£ 000
£ 000
£ 000
708
382
-
-
-
-
-
-
-
45
Total
£ 000
708
427
31-Dec-21
Gross Trade
Receivables
Other
Receivables
31-Dec-20
Gross Trade
Receivables
Other
Receivables
PensionBee Group plc The Group’s trade receivables are concentrated in the three money managers:
BlackRock
State Street Corporation
Legal & General
Total
2021
%
71%
16%
13%
100%
2020
Trade and Other
Payables
Lease Liabilities
2020
%
68%
21%
11%
100%
Within 1 year
£ 000
1,991
109
2,100
Between 1
After more
and 5 years
than 5 years
£ 000
£ 000
-
-
-
-
-
-
Total
£ 000
1,991
109
2,100
Other receivables comprise R&D tax credit due from HMRC, office rental deposit and funds due
from a director (Mark Wood). The probability of default by these parties is deemed low. The credit
For the purpose of the Group's capital management, capital includes issued capital, share premium
risk on liquid funds financial instruments is limited because the counterparties are banks with high
and all other equity reserves attributable to the equity holders of the parent.
credit-ratings assigned by international credit-rating agencies. The principal banks currently used by
the Group are Barclays plc and Silicon Valley Bank, both currently have long-term credit ratings of at
The primary objective of the Group's capital management is to maximise the shareholder value.
Capital Risk Management
least BBB (Standard & Poor’s). The Group’s liquid funds are concentrated in Barclays plc which holds
93% of the total balance as at year end (2020: 93%).
Liquidity Risk
The Group manages its capital structure and makes adjustments considering changes in economic
conditions. To maintain or adjust the capital structure, the Group may return capital to shareholders
or issue new shares.
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations to settle its
Externally Imposed Capital Requirements
liabilities. This is managed through cash flow forecasting.
Maturity Analysis
The following table sets out the remaining contractual maturities of the group’s financial liabilities
The capital adequacy of the business is monitored on a quarterly basis as part of general business
planning by the finance team. The Group conducts a capital adequacy assessment process, as
required by the Financial Conduct Authority (‘FCA’) to assess and maintain the appropriate levels.
by type.
2021
Trade and Other
Payables
Lease Liabilities
Within 1 year
Between 1
After more
and 5 years
than 5 years
£ 000
£ 000
£ 000
3,028
140
3,168
-
636
636
-
-
-
Total
£ 000
3,028
776
3,804
23. Related Party Transactions
Key Management Compensation
Salaries and Other Short-term Employee Benefits
Other Long-term Benefits
Share-based Payment
2021
£ 000
1,428
21
2020
£ 000
643
16
2,489
863
3,938
1,522
131
Annual Report and Financial Statements 2021 Related Party - PensionBee Trustees
Adjusted EBITDA
The following related party transactions occur between the Company and PensionBee Trustees
Adjusted EBITDA represents loss for the year before taxation, finance costs, depreciation, share-
Limited:
based compensation and listing costs.
(i) Payment of the PensionBee Trustees Limited bank fees on a quarterly basis. During the year bank fees
Adjusted EBITDAM
amounted to £15,000 (2020: £20,000). There was no outstanding balance at year end (2020: £nil).
(ii) Compensation payments as a gesture of goodwill to customers that prefer to be compensated
Adjusted EBITDAM represents loss for the year before taxation, finance costs, depreciation,
via a pension contribution or the purchasing additional units. During the year, these costs
advertising and marketing, share based compensation and listing costs.
amounted to £16,000 (2020: £45,000). There was no outstanding balance at year end (2020: £nil).
(iii) Other payments to customers (e.g., referral rewards). Payments are made from the Company and
invested into the customer’s fund from the PensionBee Trustees account. These payments can
be found in 'Other Expenses' and 'Advertising and Marketing'. During these costs amounted to
£314,000 (2020: £141,000). There was no outstanding balance at year end (2020: £nil).
Transactions with Directors
During the year ended 31 Dec 2021, the Group made a payment to HMRC on behalf of Mark Wood
for £105,279. Mark will reimburse the subsidiary.
24. Events After The Reporting Period
Operating Loss
Depreciation Expense
Share-based Payment (1)
Listing Costs (2)
Adjusted EBITDA
2021
£ 000
(23,563)
256
3,939
2,947
2020
£ 000
(13,472)
240
2,174
637
(16,421)
(10,421)
There were no events of material impact to the financial statements that occurred after the
reporting date.
Marketing Costs
Adjusted EBITDA before Marketing
12,865
(3,556)
8,223
(2,198)
25. Alternative Performance Measures
(1) Relates to total annual charge in relation to Share-based Payment expense as detailed in Note 21.
(2) Relates to expenses incurred in relation to preparation for admission to the London Stock Exchange.
The Company uses a variety of alternative performance measures (‘APMs’) which are not defined or
specified by IFRS, in particular Adjusted Earnings Before Interest, Taxes, Depreciation and Amortisation
("Adjusted EBITDA"). The Directors use a combination of APMs and IFRS measures when reviewing
the performance and position of the Company and believe that each of these measures provides
useful information with respect to the Company’s business and operations. The Directors consider
that these APMs illustrate the underlying performance of the business by excluding items considered
by management not to be reflective of the underlying trading operations of the Company.
The APMs used by the Company are defined below and reconciled to the related IFRS financial measures:
132
PensionBee Group plc 7 Company Financial Statements
Parent Company Statement of Financial Position
As at 31 December 2021
Assets
Non-current Assets
Investment in Subsidiaries
Current Assets
Prepayments
Cash and Cash Equivalents
Total Assets
Equity and Liabilities
Equity
Share Capital
Share Premium
Share-based Payment Reserve
Retained Earnings
Total Equity
Current Liabilities
Trade and Other Payables
Total Equity and Liabilities
The Company Loss for the period is £1,275,000
The notes on pages 116 to 132 form an integral part of these financial statements.
Approved by the Board on 13 April 2022 and signed on its behalf by:
Romi Savova
Chief Executive Officer
Note
2021
£ 000
3
348,089
4
8
9
9
5
64
12,139
12,203
360,292
221
53,218
3,324
303,302
360,065
227
360,292
133
Annual Report and Financial Statements 2021 Parent Company Statement of Changes in Equity
For the year ended 31 December 2021
Share Capital
Share Premium
Note
£ 000
£ 000
Share-based Payment
Reserve
£ 000
Retained Earnings
£ 000
Total
£ 000
Loss for the year
Total Comprehensive Loss
Share-based Payment Transactions
Issue of Share Capital
Group Reorganisation
8
8
Transaction Costs on Issue of Shares
8
Exercise of Share Options
8
-
-
-
33
180
-
8
-
-
-
54,967
-
(1,749)
-
-
-
3,324
-
-
-
-
(1,275)
(1,275)
(1,275)
-
-
304,585
-
(8)
(1,275)
3,324
55,000
304,765
(1,749)
-
At 31 December 2021
221
53,218
3,324
303,302
360,065
134
PensionBee Group plc 8 Notes to the Company Financial Statements
for the year ended 31 December 2021
1. Accounting Policies
Statement of Compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The
Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Summary of Significant Accounting Policies and Key Accounting Estimates
The principal accounting policies applied in the preparation of these financial statements are
set out below. These policies have been consistently applied to all the years presented, unless
otherwise stated.
Basis of Preparation
These financial statements have been prepared using the historical cost convention.
The financial statements are presented in GBP and all values are rounded to the nearest thousand
(£’000), except when otherwise indicated. The functional currency of the Company is GBP because
it is the primary currency in the economic environment in which the Company operates.
Judgements and Key Sources of Estimation Uncertainty
In the process of applying the Company’s accounting policies, the Directors have considered that
the following key sources of estimation uncertainty at the statement of financial position date which
have a significant effect on the amounts recognised in the financial statements. The Company does
not have any critical accounting judgements or key estimation uncertainties.
Summary of Disclosure Exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these
financial statements, as permitted by FRS 102:
• the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv).
• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
• the requirements of Section 33 Related Party Disclosures paragraph 33.7;
• the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e),
11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a),
12.29(b) and 12.29A.
Going Concern
The Directors have a reasonable expectation that the Company has adequate financial resources
to continue in operational existence for the foreseeable future and are satisfied that the Company
can continue to pay its liabilities as they fall due for a period of at least 12 months from the date of
approval of these financial statements. The Company has strong cash reserves and forecasts growth
in the subsidiary that should see the financial results improve in the future years. The Company’s
only investment is in the subsidiary. Therefore, the subsidiary’s ability to remain in operational
existence was considered.
The COVID-19 pandemic has been considered in the Directors' assessment of going concern.
COVID-19 impact on the subsidiary operation was considered as the Company’s only investment is
in the subsidiary. The subsidiary has been operationally resilient as proven by consistent operational
efficiencies that have been maintained during remote working times. The Directors concluded that
the COVID-19 pandemic will not impact the Company’s ability to continue as a going concern. The
impact of Russia’s invasion of Ukraine on the markets and on the world more generally has also been
considered in the Directors’ assessment of going concern. While the subsidiary’s own exposure to
Russia in terms of investments is minimal, rounding to 0%, broader market volatility could impact
Assets under Administration and the Directors will continue to monitor the rapidly developing
situation.
Stress testing was done on the subsidiary by considering severe and unlikely but possible scenarios.
The subsidiary has adequate resources to survive macroeconomic downturns and the Directors
concluded that the subsidiary has sufficient financial resources to remain in operational existence.
For these reasons, the Directors adopt the going concern basis of preparation for these financial
statements.
135
Annual Report and Financial Statements 2021 Tax
Investments
Tax on the loss for the year comprises research and development credit. There was no current or
Investment in subsidiary is recognised at cost and an annual impairment review is undertaken.
deferred tax charge for the year (2020: £nil). Tax is recognised in the statement of comprehensive
income except to the extent that it relates to items recognised directly in equity or other
Cash and Cash Equivalents
comprehensive income, in which case it is recognised directly in equity or other comprehensive
income.
Cash and cash equivalents comprise cash on hand and short term highly liquid deposits with a
Current income tax assets and liabilities are measured at the amount expected to be recovered from
or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
Trade Receivables
that are enacted or substantively enacted at the reporting date in the United Kingdom where the
maturity of less than 3 months.
Company operates and generates taxable income.
Trade and other receivables are recognised initially at the transaction price less attributable
transaction costs. Subsequent to initial recognition they are measured at amortised cost using the
Management periodically evaluates positions taken in the tax returns with respect to situations
effective interest method, less any impairment losses in the case of trade receivables.
in which applicable tax regulations are subject to interpretation and establishes liabilities where
appropriate.
Trade Payables
Deferred tax is provided using the liability method on temporary differences between the tax bases of
Trade and other payables are recognised initially at transaction price plus attributable transaction
assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
costs. Subsequently they are measured at amortised cost using the effective interest method.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of
Trade and other payables are obligations to pay for goods or services that have been acquired in
unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it
the ordinary course of business from suppliers. Trade payables are classified as current liabilities if
is probable that taxable profit will be available against which the deductible temporary differences,
payment is due within one year or less (or in the normal operating cycle of the business if longer). If
and the carry forward of unused tax credits and unused tax losses can be utilised.
not, they are presented as non-current liabilities.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
Impairment of Non-Financial Assets
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
The Group assesses at each reporting date, whether there is an indication that an asset may be
reporting date and are recognised to the extent that it has become probable that future taxable
impaired. If any such indication exists, the recoverable amount of the asset is estimated based on
profits will allow the deferred tax asset to be recovered.
future cashflows with a suitable range of discount rates and the expectations of future performance.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the
recoverable amount. Impairment loss is recognised in the statement of comprehensive income.
year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the reporting date. The Group offsets deferred tax assets
Share Capital
and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets
and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash
taxes levied by the same taxation authority on either the same taxable entity or different taxable
or other resources received or receivable, net of the direct costs of issuing the equity instruments.
entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the
Refer to Note 8 for the basis of accounting for the share for share transaction that was recorded during
assets and settle the liabilities simultaneously, in each future period in which significant amounts of
the year. If payment is deferred and the time value of money is material, the initial measurement is
deferred tax liabilities or assets are expected to be settled or recovered.
on a present value basis.
136
PensionBee Group plc Share-based Payment
PensionBee Limited has been included in the Group consolidated financial statements.
The financial effect of awards by the parent company of equity-settled awards (principally, options
over its equity shares) to the employees of the subsidiary undertaking are recognised by the parent
company in its individual financial statements. In particular, the parent company records an increase
in its investment in subsidiaries with a credit to equity equivalent to the expense for the equity-
settled award recognised in the group for such awards. There are no recharges to the subsidiary
undertaking for such awards.
2. Staff Numbers
The Company does not have employees.
3. Investments
Summary of the Company Investments
Investment in subsidiaries
Cost
Additions
At 31 December 2021
Carrying Amount
At 31 December 2021
Subsidiary undertakings
Impairment of investment in subsidiary
At each reporting period, the investment is subsidiary is assessed for impairment. Management has
determined the recoverable amount of the investment in subsidiary by reference to the subsidiary’s
discounted forecast cash flows. Key assumptions included in this assessment include consideration
of growth rates which drive revenue and costs, expected changes to future costs and the discount
rate. The period considered was five years. The Weighted Average Cost of Capital (‘WACC’) used
for discounting the forecast cash flows was 12% which was benchmarked against comparable
companies. The recoverable amount is higher than the carrying amount therefore no impairment
was identified.
4. Prepayments
Prepayments
2021
£ 000
348,089
5. Trade and Other Payables
348,089
Trade Payables
348,089
Accrued Expenses
Amounts due to Subsidiary
348,089
6. Deferred Taxation
2021
£ 000
64
2021
£ 000
62
32
133
227
Name of Subsidiary
Principle activity
Registered office
interest and voting
Proportion of ownership
PensionBee Limited
Pension provider
209 Blackfriars Road
SE1 8NL
rights held (2021)
100%
Deferred tax assets have not been recognised in respect of tax losses as there is insufficient evidence
of recoverability in the near future. The Company has tax losses of £409,000 that are indefinitely
available against future taxable profits of the Company for which no deferred tax has been provided.
137
Annual Report and Financial Statements 2021
7. Share-based Payment
Share-based Payment Reserve
The Share-based Payment Reserve represents the cumulative expense in relation to share options
granted to subsidiary employees.
Retained Earnings
The balance in the retained earnings account represents the distributable reserves of the standalone
company, PensionBee Group plc.
Full disclosure of PensionBee's share option scheme is given in Note 21 of the Annual Report
and consolidated financial statements 2021. The disclosures required in relation to Directors’
emoluments and share option plans are given in Note 6 of the Annual Report and consolidated
financial statements 2021.
8. Share capital
Ordinary of £0.001 each
221,565
221
221,565
221
No. 000
2021
£ 000
On 24 March 2021, PensionBee Group plc acquired all the issued shares of PensionBee Limited
through a share for share transaction. Every issued share in PensionBee Limited was exchanged for
800 shares in PensionBee Group plc. Every share option was cancelled and replaced by 800 share
options. Through the Group reorganisation, PensionBee Group plc issued 180,054,400 ordinary
shares of £0.001 each and reduced its share premium to create additional distributable reserves.
The issued ordinary shares were accounted for at their nominal value. On 26 April 2021, PensionBee
Group plc issued 33,333,333 ordinary shares of £0.001 each as part f its Initial Public Offering (‘IPO’).
Each share was issued at £1.65. Transaction costs incurred and directly attributable to the issuance of
shares for the IPO amounted to £1,748,000. These costs were recognised as a reduction to the share
premium. During the year, PensionBee Group plc issued further ordinary shares from share options
exercised totaling 8,138,194 ordinary shares of £0.001 each. The exercise price for each exercised
share options was £0.001.
Each ordinary share carries one vote per share and ranks pari passu with respect to dividends
and capital.
9. Reserves
Share Premium
The share premium account represents the excess of the issue price over the par value on shares
issued, less transaction costs arising on the issue.
138
PensionBee Group plc PensionBee Executive Directors: Romi Savova (Chief Executive Officer), Jonathan Lister Parsons (Chief Technology Officer)
PensionBee Non-Executive Directors: Mark Wood CBE (Independent Chairman), Mary Francis CBE (Senior Independent Director), Michelle Cracknell CBE (Independent Non-Executive Director)
Company Secretary: Prism Cosec Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, United Kingdom
Registered Number: 13172844
Registered Office: 209 Blackfriars Road, London, SE1 8NL, United Kingdom
Auditor: Deloitte LLP, 4 Brindley Place, Birmingham, B1 2HZ, United Kingdom
Copyright 2022. PensionBee Ltd. Company registration: 9354862. FCA Reference Number: 744931. Information Commissioner's Office registration: ZA131262