Royal Mail PLC
Annual Report 2011

Plain-text annual report

Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Contents Royal Mail Group Financial and business performance highlights Chairman’s Statement Chief Executive’s Review Modernising Royal Mail Our people Our customers Regulation Community Our Transparency report Our businesses Key Performance Indicators Financial review Risk Management and Control Royal Mail Holdings plc Board Directors’ Report Corporate Governance Directors’ Remuneration Report Statement of Directors’ responsibilities in relation to the Group financial statements Independent Auditor’s Report to the members of Royal Mail Holdings plc Consolidated income statement for the year ended 27 March 2011 and 28 March 2010 Consolidated statement of comprehensive income for the year ended 27 March 2011 and 28 March 2010 Consolidated statement of changes in equity for the year ended 27 March 2011 and 28 March 2010 Consolidated balance sheet at 27 March 2011 and 28 March 2010 Consolidated statement of cash flows for the year ended 27 March 2011 and 28 March 2010 1 2 3 5 7 9 11 13 15 17 19 27 28 35 38 40 41 45 Notes to the Group financial statements 1. Authorisation of financial statements and statement of compliance with IFRSs 2. Accounting policies 3. Segment information 4. People information 5. Operating costs 6. Auditor’s remuneration 7. Operating exceptional items 8. Net finance costs 9. Income tax 10. Property, plant and equipment 11. Leasehold land payment 12. Goodwill 13. Intangible assets 14. Business combinations 15. Investments in joint ventures and associates 16. Non-current assets held for sale 17. Inventories 49 18. Current trade and other receivables 50 51 52 53 54 55 19. Cash and cash equivalents 20. Financial liabilities 21. Provisions for liabilities and charges 22. Current trade and other payables 23. Non-current other payables 24. Financial risk management objectives and policies 25. Financial instruments 26. Employee benefits – pensions 27. Issued share capital and reserves 28. Commitments 29. Related party disclosures 30. Events after the balance sheet date Group five-year summary (unaudited) Parent Company financial statements Statement of Directors’ responsibilities in relation to the parent Company financial statements Independent Auditor’s report to the members of the Company, Royal Mail Holdings plc Parent Company balance sheet Notes to the parent Company financial statements Forward looking statements Corporate information 57 57 57 67 68 69 69 70 71 71 73 74 75 76 76 77 78 78 79 79 80 82 83 83 83 86 92 96 96 98 99 100 101 101 102 104 105 107 107 1 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Royal Mail Group (‘the Group’) is unique in reaching everyone in the UK through its mails, Post Office and parcels businesses. The Group is a key component of the UK’s economic and social infrastructure, providing services to private individuals, companies and communities. The Group is the sole provider of the UK’s Universal Service. It does so for some of the lowest prices in Europe. Every working day, the business processes and delivers around 62 million items to 28.8 million UK addresses. Each year, our European and UK express parcels businesses – General Logistics Systems (GLS) and Parcelforce Worldwide – handle some 423 million parcels. In 11,820 Post Office branches, we serve around 20 million customers every week. The business is changing fast. The Group is modernising its core letters business to make it more efficient, effective and customer responsive. The Post Office is transforming its branch network in response to changing customer needs and the demands of a modern and dynamic business. This process of change is about ensuring a sound, secure and sustainable Royal Mail. The mails market is in significant decline in the developed world. Royal Mail is no different. It faces significant financial challenges which are being urgently addressed. The Board has a clear plan. The Postal Services Act is an important part of the process. 2 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Financial and business performance highlights Financial performance During the year, the Group changed the structure of its internal organisation which has resulted in a change to the composition of its reportable segments. As a result of this change, corresponding information for earlier periods has been restated. The Group’s operating segments – UK Letters & Parcels and International (UKLPI), Post Office Limited (POL), General Logistics Systems (GLS) and our smaller other companies, such as Romec Limited – are organised and managed separately according to the nature of the products and services provided. We have also changed the way we report our performance. Performance of the Group is now reported after costs associated with modernising the business. This provides a better understanding of our performance against our strategic aims. Revenues Balance sheet • Net liabilities of £3,107 million are lower than £6,281 million last year primarily because of the reduction in the pension deficit • The accounting pension deficit has decreased from £8.0 billion in 2010 to £4.5 billion in 2011, driven by an actuarial gain of £3.4 billion. Cash payments of around £300 million were made in the year to fund the pension deficit • The accounting pension deficit has reduced by £3.5 billion mainly as a result of the announcement by Government to use CPI rather than RPI as the inflation measure (CPI is now the statutory minimum indexation for pensions in deferment and in payment) and an increase in asset values due to market conditions Business performance Modernisation • Group revenues of £9.2 billion. Inland addressed volumes down by • Modernisation programme is delivering cost savings and efficiency 4% with UKLPI revenues falling by £121 million • GLS underlying revenues grew by around 4% at constant exchange rates • Post Office Limited core volumes continue to decline. Revenues down £62 million Profits and cash flow • Operating profit after modernisation costs of £39 million** is £141 million lower than last year, driven by the reported revenue decline • Improved free cash outflow of £213 million down from £545 million as a result of lower modernisation costs and one-off disposals proceeds this year – Reduction in hours of 2.4% to partially offset volume decline – 554 new/upgraded machines, walk sequencing rates of  nearly 34% – 24 World Class Mail Centres – 117 delivery offices using new delivery methods – Accidents down 25%1 Quality of service • Retail First Class quality of service – 91.4% – this figure is without any adjustments. After adjustments are made, the Retail First Class quality of service figure is 93.0%, after account is taken of the extraordinary combination of the severe winter weather and the unprecedented closure of UK airspace because of Icelandic volcanic ash. • Post Office Limited customer satisfaction – 85% Business unit UKLPI* Post Office Limited General Logistics Systems Other Group External revenue 2010-11 £m 2009-10 £m 6,857 776 1,485 38 9,156 6,978 838 1,487 46 9,349 Operating (loss)/profit after modernisation costs** 2010-11 £m (120) 21 118 20 39 2009-10 £m 20 33 112 15 180 * UKLPI – UK Letters & Parcels and International. ** All references to operating profit/(loss) after modernisation costs are before other exceptional items. The operating loss for 2010-11 was £49 million (2010 profit of £113 million) as shown on the consolidated income statement on page 51. 1 UK frontline employees. 3 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Chairman’s Statement Donald Brydon Chairman The postal world is changing rapidly; so too are all communication channels. The lives of everyone in Royal Mail Group are affected. Work practices, structures and processes, regulation, product offerings and customer needs are all changing. Royal Mail Group is determined to succeed in this complex environment. 2010-11 was a very challenging year; much remains to be done to improve our financial and operational performance. In spite of the outstanding efforts of all our colleagues, the Board was disappointed with our overall financial results. Overall revenues were 2.1% lower than last year. Group operating profit, after modernisation costs, was only £39 million. Tiny changes in revenue have a major impact on profitability. Our financial position is challenging, our core letters volumes are declining and we have a large and disproportionate historic pension deficit. We have again reported negative free cash flow – of £213 million – albeit significantly down from last year’s negative £545 million. This is not sustainable. The main cash outflow relates to payments to the pension fund, and the capital investment and voluntary redundancy costs associated with modernisation. The accounting pension fund deficit is approximately £4.5 billion. In 2010-11, we contributed nearly £300 million towards reducing it. Our transformation We know that we are a business which, with a different structure and regulatory regime, could be commercially successful on a sustained basis. Parts of our business, like GLS and Parcelforce Worldwide, continue to increase profits. They show what we can do in an unregulated environment and with the same commercial freedom as other companies. We are in a process of transformation. It is as radical as any that has happened in the history of the UK’s postal industry. It is a transformation that has been likened to rebuilding the engine of a car while the vehicle is still moving. Inland addressed mail volumes have traditionally tracked GDP. A buoyant economy meant more mail; recessions meant less. The internet has changed the paradigm. Inland addressed mail volumes in the UK peaked for the year 2005-06 at around 80 million items of mail per day. They have declined ever since. During 2010-11, Royal Mail delivered 62 million items of mail per day. We can expect further declines in the future of about 5% a year. Against this backdrop of significant and ongoing structural decline, we need to ensure that our core letters business is cost effective and we need to diversify our revenue streams. Modernisation of our processes is not optional. Moya Greene and her team are focused on successfully delivering the required transformation. The scale and depth of the changes that we have made and will continue to make are set out in this report. The UK businesses are undergoing profound changes. Every part of the organisation is affected. We are making real and tangible progress. Our significant progress We have strengthened our focus on health and safety. This is a key measure which we now closely review at every Board meeting. Given the scale of our financial challenges, we have also redoubled our emphasis on managing our cash flows. This discipline is now deeply embedded across the Group. The Board and the senior management team have also been part of the profound change taking place. The senior management team has been rebuilt. Following a comprehensive search, Moya Greene, formerly CEO, Canada Post, was appointed as our Chief Executive in July 2010. She has made significant progress in a very short time in: • Restructuring the business, reducing costs at the centre in the process • Significantly sharpening our focus on the customer • Beginning the process of putting our business on a more sustainable financial footing • Changing the focus of the debate around regulation In light of the trading results, during the second half of the year the strategic plan was reviewed and our view of future profitability and cashflows showed a worsening position. The Board has had to review whether the Group (excluding Post Office Limited) can pay its debts as they fall due over the foreseeable future. This has involved regular reviews of projected monthly cash headroom until March 2013. The deteriorating financial position and expected future cashflows means that the value of ColleagueShares at the end of March 2011 is nil. The final value of ColleagueShares will not be known until the end of March 2012. The Postal Services Act is a key enabling framework which will prove essential in the years ahead, particularly through dealing with the pension issues and in ensuring access to new capital. We have more work to do on the next steps and we are looking forward to constructive engagement with a new regulator. We have had very significant support from the Government, including in particular, its work to promote the Postal Services Act. Government has also responded well to the needs of the Post Office with a commitment to invest £1.34 billion. These commitments to the future of the Royal Mail and Post Office are most welcome. The Government has announced its intention, subject to State Aid approval, to relieve the Company of its legacy pension deficit with effect from March 2012. 4 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Chairman’s Statement continued Our Board Three new executive directors and three new non executives have joined the Board in the past 12 months. Four are women. Along with Moya, Dave Smith joined the Board as the first Chief Customer Officer. Dave had previously been Managing Director of Parcelforce Worldwide and of the Post Office. The new Chief Finance Officer, Matthew Lester, joined from ICAP. Paula Vennells, who has been with the Group since 2006, was appointed Managing Director of the Post Office in October, having previously been its Chief Operating Officer. Three new non executive Directors with extensive customer experience, Cath Keers, Orna Ni-Chionna and Nick Horler, joined during the year. Cath was Customer Director and Marketing Director of O2 UK. Orna is a former partner at McKinsey where she specialised in retail and consumer clients, looking at the customer experience from a strategic perspective. She has been appointed Senior Independent Director. Nick Horler was, until recently, Chief Executive of Scottish Power. He also brings regulated- business experience. There were two retirements during the year: Baroness Prosser retired after six years’ service as did Richard Handover, after eight years. He was latterly Senior Independent Director. We will miss their counsel. I thank them for their excellent contributions to the Group. Thank you Moya and I both understand how much we are asking of everybody at Royal Mail. The process of change is stretching. In an organisation of our scale and reach, it is having an impact on the lives of tens of thousands of people and their families. I would like to offer my sincere thanks to all of my colleagues on the great work they have done over the past 12 months. We now have a clear plan in place. I am confident we can – and will – successfully deliver it. Donald Brydon Royal Mail’s operation involves road, rail, air, and in some cases sea, to transport the mail around the country. 5 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Chief Executive’s Review Moya Greene Chief Executive We have a clear plan in place to deal with our difficult business environment. It will be a stretch to achieve our plan, but we are determined to do so. Introduction Royal Mail Group is a vital part of the UK’s economic and social infrastructure. Our service is comprehensive, six-days-a-week, and with overnight delivery. We delivered around 62 million items to almost 29 million homes and businesses every working day last year. We collect mail from 115,271 post boxes – often more than once a day – as well as from approximately 11,800 Post Offices and more than 80,000 businesses. Our Post Office network is bigger than all of the UK high street banks combined; around 20 million customers visit per week. Our service is not only comprehensive, it is also good value for money. For collecting a First Class letter, sorting it, carrying it by road, rail or air and delivering it by hand, we charge 46p. This journey could be as much as 800 miles from collection to delivery. Our prices are among the lowest in Europe. Most countries do not provide a six-day service, or enable their customers to post as late in the day as we do. Our standards for on-time performance are higher than most countries. In this, my first Annual Report as Chief Executive, I would like to use this opportunity to set out our core strategic approach. We need to address the fact that we are losing money in our core letters business. As the availability of public capital is restricted, we need access to private capital to invest and grow. We need to modernise our core letters business. This involves not only our investment in new equipment and processes, but investment in our people. We must develop new products and services. Innovate to meet the needs of our customers and generate additional revenues to offset the decline in earnings from our core letters business. In addition, continued change in the regulatory regime is required. Modernising our business The Group’s operating profit after modernisation costs fell from £180 million last year to £39 million at the end of this financial year. The Group has been in significant financial difficulty for a number of years, reporting negative cash flow four years in a row. Our challenge is to put the Group on a sound, secure and sustainable footing. Royal Mail is honoured to collect and deliver the mail on behalf of households and businesses across the UK. But our industry is in decline. Few could have predicted the dramatic decline in the postal market. Letters now account for a very modest share of daily social messaging. The continued structural decline in the number of items of mail in the UK is well documented. Single piece mail volumes have declined by 40% in the past five years. We anticipate total mail volumes continuing to decline by around 5% a year for the foreseeable future. Consumer mail is in decline. In volume terms, it now accounts for around 12% of our total business. The typical household spends less than 40p a week on postage. As volumes fall, our revenues decline. Revenues were down 2.1% (£193m) last year. Our costs are falling. But, they are not declining fast enough to offset the reduction in revenue. Our current margin, after modernisation charges, at 0.4%, is down from 1.9% in 2009-10 and is slim compared to other postal operators. We need a reasonable and sustainable margin to maintain the comprehensive Universal Service our customers enjoy and to invest in our Group. One of the key ways we are going to improve our financial performance is to modernise our core letters business. We achieved our First Class quality target with a 93.0% performance when account is taken of the impact of the extraordinary combination of the worst winter weather in living memory and the unprecedented closure of UK airspace, because of Icelandic volcanic ash. Without any adjustment, the performance for the year would be 91.4%. Our modernisation is one of the largest change management programmes ever undertaken in the UK. The peak period of change is under way – now. The jobs of over 100,000 people are changing. I know that this change is hard for our people. The section on modernisation explains what we are doing in more detail. Royal Mail and Post Office are brands that enjoy considerable public support. People trust us. We offer and provide services that customers, large and small, need. At a time when many companies do not enjoy strong brand profiles, this is a major advantage for us. We know better than to be complacent. We need to maintain that trust. Modernisation changes every process – collecting, transporting, sorting and delivering mail. It affects everyone who works for the organisation. It will, unfortunately, continue to mean significant job reductions. There will be job losses. These will be in addition to almost 45,000 UK full-time equivalent employees who have left the Royal Mail Group over the last decade. Moving forward There is much more for me and my team to learn and, most importantly, to deliver. One of the things we need to do is to communicate more and be more responsive. We will. I hope this document is a good start. If you have any feedback, please do write to me at moya.greene@royalmail.com. In some of our offices where we have revised delivery methods, we have cut operating hours by an average of 11%. This is our best in class performance. It is not the case everywhere. Our future depends on our ability to achieve this level of improvement everywhere. We have a great deal still to do. 6 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Chief Executive’s Review continued Change needs to be continuous. The automation of packets, for example, has just begun. The boom in online retailing means parcel delivery requirements will increase. This is growth that Royal Mail needs to capture. The World Class Mail programme, developed by Royal Mail itself, is another key factor in our future success. This programme is having a major impact – in performance and attitudes. In 2011, we will see the programme rolled out to all mail centres and schemes established in collection and delivery offices. I was pleased in October when the World Class Manufacturing Association gave awards for operational excellence to our mail centres in Cardiff, Gatwick and Belfast. Investing in our people We are a people business. Our greatest asset is our people. In our delivery network, our people are daily ambassadors for Royal Mail. Almost no other company has daily contact with customers in the way that Royal Mail does. For many years, our employee engagement scores have been disappointing. Our colleagues, justifiably, take great pride in Royal Mail itself and the valuable work they do in so many communities across the country. The turnover rate of our full-time frontline workforce is about half the UK average. On the other hand, our colleagues, given the difficult situation facing the Group and the scale of the modernisation, do not have confidence in our future. It is imperative that we change this. A major focus for me, personally, is to ensure that we are a much more open and communicative company – starting first and foremost – with each other. We are committed to much more active engagement by senior managers with the frontline. Starting this summer, around 150 of our senior managers will be taking part in workplace visits around the country briefing our people. Royal Mail will be a much more efficient and effective organisation. That is the best outcome for all our stakeholders, and particularly our people. Meeting the needs of our customers A more rigorous focus on who our customers are, what they want and how they want mail delivered, is absolutely critical. We need to ensure customers know we value their custom and that we fix their problems quickly. In the next 12 months, we will seek to simplify our products and processes, accurately measure and track customer perception, promptly respond to problems and drive up our performance significantly in this crucial area. Our new organisational structure is designed to bring us much closer to our customers in both the regulated and unregulated sectors. In the Post Office, with significant financial support from the Government, we are investing in transforming the network and piloting new branch models, including longer opening hours. We are now tracking on a regular basis what our business customers think about Royal Mail through the Net Promoter Score methodology. More detail can be found in the Customer section in this report. We have a great deal to do to improve our customer proposition. At the moment, our customers see Royal Mail primarily as a delivery and distribution company. To remain relevant in the future, we must innovate and re-establish ourselves as a market-leading communications and distribution company. We will do this not just by transforming our Universal Service network and revitalising our parcel network. We must diversify our revenues to make up for declines in our core letters business. We aim to capture and sell more data and link with more digital networks. We will establish more external partnerships to expand our capabilities and commercial propositions that generate substantial financial value for Royal Mail and its new partners. There is no certainty that all – or most – of these new ventures will succeed. Our clear success with GLS and Parcelforce Worldwide demonstrates, however, that Royal Mail Group has a successful track record of growing businesses. Changing our regulatory framework The time is right to change the existing regulatory structure. The Postal Services Act, including the welcome provision for Ofcom to become the regulator and a Government commitment to a new regulatory approach, constitutes a new framework for change. Any significant changes would not impact on the one-price-goes- anywhere, six-days-a-week Universal Service. That is now enshrined in the Postal Services Act. The objective of the Postal Services Act is to safeguard the Universal Service by ensuring that Royal Mail can attract external capital and deliver a commercial rate of return. A different approach to regulation is essential. We will work closely with Ofcom to achieve the changes needed for the good of the Universal Service. Outlook The next two years will be challenging. We must put the Group and our ability to deliver the Universal Service on a sound, secure and sustainable footing. We need to improve our efficiency to reduce our costs faster than the decline in revenues from our core letters business. We must continue to modernise and to invest in the Group and our people. Just as importantly, we must sharpen our focus on customers and put their needs at the heart of everything we do. We will also innovate and build new partnerships with respected third parties. By any measure, this is a very significant change agenda. I am very grateful – as the Chairman has already articulated – for the considerable support we have received from the Government: Secretary of State for Business, Innovation and Skills, Vince Cable, Parliamentary Under-Secretary of State for Postal Affairs, Edward Davey and their officials. I am particularly conscious of the commitment of all my colleagues and their pride in Royal Mail Group. I would like to thank them. I know I can count on them again as we reshape and rebuild Royal Mail. Moya Greene Chief Executive 7 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Modernising Royal Mail Our modernisation programme is one of the biggest transformations in UK industry. A major programme A major programme to modernise Royal Mail is under way – it is one of the biggest transformations in UK industry. Significant progress has been made over the last year, but much remains to be done. Before the current modernisation programme started in 2007, Royal Mail did not have the latest technology to sequence mail to the order of a postman and woman’s walk. Most of the mail was still hand sorted before being delivered. Postmen and women carried the full mail weight on their shoulders. All this is changing – fast. The programme is led by Mark Higson, Executive Director and Managing Director, Operations and Modernisation. A dedicated team is working to update every aspect of our operations – collections, processing, sorting and delivery. Around £400 million was invested by Royal Mail Group in modernisation this year. Why is modernisation important for customers and external stakeholders? Revenues are falling as the mail market continues to decline. Fewer mail items are being handled every year and we have too much capacity given this smaller mail market. As part of the Group’s modernisation programme, 378 walk sequencing machines have been installed at mail centres across the UK to improve efficiencies in the sorting process. The equipment automatically sorts the mail into the exact sequence of a postman or woman’s walk. Modernisation is about generating cost savings faster than the decline in revenues. It is at the heart of ensuring a sound, secure and sustainable Universal Service for everybody in the UK. It is as fundamental as that. Modernisation is about a more innovative Royal Mail and a more customer-responsive business. While traditional ‘white letters’ have seen a dramatic decline, packet volumes are increasing following the boom in online retailing. Modernisation enables us to provide new customer solutions such as tracking to the doorstep that better reflect the reality of a changed – and changing – mail market, and crucial to the competitiveness and commercial success of Royal Mail. The pace will intensify We are committed to fully engaging and involving our people as we implement these changes, which are affecting the working lives of more than 100,000 colleagues. We are working closely with the Communication Workers Union (CWU) under the Business Transformation agreement reached in early 2010. As our Chief Executive said: “The peak period of change is under way – now”. Our postmen and women are our main asset and modernisation is challenging for many of them. They may need to work differently, there are changes to their start and finish times, more efficient working methods and different delivery rounds. We are also significantly reducing the size of our workforce. Since 2002, around 45,000 people have left Royal Mail Group as part of our ongoing change programme. We are committed to working with our people and the CWU to manage operational job reductions on a voluntary basis. Many of the changes are improving the working lives of our colleagues. They include the installation of modern technology and better equipment for our postmen and women, including more trolleys, shared vans to handle packets and parcels, and handheld devices to record signatures when mail is delivered. Most importantly of all, modernisation is about ensuring that our core letters business is placed on a sound, secure and sustainable footing. That is the key to ensuring a viable business and protecting as many jobs as possible. Our recent progress In the 12 months since we signed the Business Transformation agreement with the CWU, we have made significant progress. A significant number of delivery office revisions have been completed and major changes have been made to our mail centre and transport networks. We have also reduced accidents in the workplace by 25% in 2010-11 – a key and vital improvement – and met our licence targets for First Class and Second Class mail quality of service after force majeure adjustments for volcanic ash and extreme weather in December and January. Nevertheless, the programme has taken longer to start fully delivering results than we planned. So, much more needs to be done. 8 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Modernising Royal Mail continued Key examples of significant progress • Installed 378 sequencing machines • Introduced 38 ‘intelligent’ Letter Sorting Machines which can sort 38,500 letters an hour, nearly twice the speed of older machines • Upgraded and extended 138 Integrated Mail Processing machines • Sequencing 34% of the mail • Closed 12 mail centres, and, following extensive consultations, announced the closure of a further 16 Modernisation – the next phase As we reported earlier, the key phase in the modernisation programme is now. We are introducing new delivery methods throughout our 1,371 delivery offices and, in the next year, will complete this delivery transformation in more than 700 offices, over 50%. Many postmen and women are now using new equipment such as trolleys, replacing the need to carry mail by foot or bicycle. This is a major and far-reaching exercise. Traditional methods involving postmen and women carrying the mail on foot or bicycle are being replaced by the use of 5,000 high-capacity trolleys and 11,300 two-person vans. Delivery rounds are being changed so that they will be more effective and efficient. The pace of change in our mail centres will continue. We expect that around half of the mail centres could close by 2016-2017. We are focused on delivering all the benefits of the modernisation programme as quickly and effectively as possible, working closely with our people and with the CWU. World Class Mail World Class Mail is revolutionising the way we work. Developed within Royal Mail, based on leading global practice and expert advice, World Class Mail is a unique and comprehensive system for improving safety, customer service, quality and productivity. A key element is engagement with our people to ensure they are fully involved in all aspects of our modernisation. World Class Mail is already in operation in 24 mail centres and seven delivery sectors. This year will see the approach introduced in all our mail centres and an extension to many more delivery offices and collection hubs. Root cause analysis of problem areas by employee teams is at the heart of World Class Mail. Safety is the first of its 10 improvement ‘pillars’. At Greenford mail centre, the packet sorting conveyor area was the scene of six accidents in the year before World Class Mail was introduced and 50 working days were lost to injury. Since the programme was put in place, the area has been accident-free for 700 days – a remarkable achievement by the local team. We were pleased when the World Class Manufacturing Association recognised the progress and achievements of our people last autumn in three mail centres – Gatwick, Cardiff and Belfast – by awarding them Bronze Awards at a ceremony in the Greenwich Maritime Museum in London. Last October, teams at mail centres in Cardiff (pictured), Gatwick and Northern Ireland were presented with Awards by the World Class Manufacturing Association. They were recognised for their efforts to create safer and more productive places to work, in turn helping to improve quality of service. 9 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Our people To modernise Royal Mail successfully, our employees need to be fully engaged with the business and our strategy. Our postmen and women are both the medium and the message: they drive the brand experience for many of our customers. Our UK workforce is relatively mature and stable. More than a third have been with Royal Mail for over 20 years, 6% have less than two years’ service. The average age is 44. Many of our staff have spent their entire careers at Royal Mail. Our profile Royal Mail Group is one of the largest employers in the country. We currently have around 163,000 staff in the UK. Employees currently represent approximately 70% of our costs. A postman unloading a letter sorting machine at South Midlands mail centre. Number of employees at the end of the financial year1 UKLPI Post Office Limited GLS Other Total 1 Source: see note 4 page 68 2 Source: Royal Mail Have Your Say Survey 2007-2011 2011 2010 155,181 160,291 7,782 8,209 13,167 12,885 4,254 4,217 180,384 185,602 Our workforce is mainly represented by the Communication Workers Union with around 120,000 members. In terms of diversity, women represent 18% of the workforce and we are seeking to increase this proportion. Nine per cent of our employees are from black and minority ethnic (BME) backgrounds, in line with the proportion of BME citizens in the UK population as a whole. In terms of diversity, women represent 18% of the workforce and we are seeking to increase this proportion. Engaging with our colleagues To modernise Royal Mail successfully, our employees need to be fully engaged with the business and our strategy. We are a people business. As outlined earlier, our colleagues are true ambassadors for the Group. They are our delivery network. As our Chief Executive said they are the “daily ambassadors for Royal Mail”. They are both the medium and the message. Almost no other company has daily contact with its customers in the way that Royal Mail does. Our employee engagement scores are simply not where we want them to be. We are taking action to improve this situation. Between 2007 and 2011 the picture has not changed significantly. Have Your Say survey trend2 % 80 62 56 60 40 20 55 55 29 32 22 25 Enjoy my job Feel valued Proud to work Leadership 2007 2011 Each month, we carry out a ‘Have Your Say’ (HYS) survey of employee opinion. This is a snapshot taken across the organisation. The HYS surveys show that our colleagues take great pride in Royal Mail and the valuable work they do in so many communities across the country. The turnover rate for full-time frontline employees is about half the UK average. On the other hand our colleagues, given the difficult situation facing the Group and the scale of modernisation, do not have the confidence we would like them to have in our future. During 2010, the numbers in respect of employee engagement varied from a maximum of 34% in the summer to a low of 12% in the snowbound Christmas rush. The average was around 20%. The figures do vary across the business. They are better in Parcelforce Worldwide and in Post Office Limited. Our culture Royal Mail is a communications business. Yet our communications – particularly internally – require a significant overhaul. We are not always seen to be a responsive employer. We have not always been good at listening. Focus group research carried out between January and March 2011 found that Royal Mail is felt to say too little, too late; and that what is said is often not believed. 10 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Our people continued The modernisation programme that Royal Mail has embarked on requires the entire workforce to accept changes to how and sometimes where they work. Yet postmen and women can, quite understandably, feel that their job hasn’t changed: they are still delivering to the same people they always were. There were positives too, including a feeling that the Group is now moving in the right direction: • People want to do a good job • People on the frontline want to be listened to • When people are asking questions they deserve answers • People who have years of valuable experience want to feel involved Our future We know what the issues are. Now we have to solve them. In 2010, Royal Mail signed a Business Transformation agreement with the Communication Workers Union. This includes a commitment on both sides to modernise Royal Mail, and change working practices and working conditions. For more details about our modernisation programme see pages 7 and 8. One of the ‘pillars’ of our World Class Mail (WCM) programme is safety. WCM is transforming the efficiency of our operations and is improving the safety performance. At the Gatwick mail centre, for example, reportable accidents have fallen by 80% in the past three years. In Scotland, accident rates were down 32% in 2010 alone. While we aim to deliver our modernisation programme through effective engagement with our people, we will also be continuing to engage with our unions. Royal Mail’s industrial relations in the past have been difficult. We believe that having a positive relationship with our unions, based on openness and honesty will help us through the challenges ahead. Alongside our focus on safety for all of our people, there will be an increased focus on learning and development both in our operations and across the Group. In May 2011 (after the end of our financial year), we started to implement the largest SAP Human Resources and payroll system in Europe – our People System Programme. This completely modernises all of our HR systems and gives a single source of people information across the Group as well as helping to drive performance improvements. We acknowledge that we have not done enough to communicate with our people. But starting in summer 2011, around 150 members of the senior leadership team will be going out to meet employees in mail centres and delivery offices to explain where we are going as a business. Each will be on the road for at least one week during 2011-12. They will be in the field to listen and learn and to communicate to colleagues. They will provide feedback on their visits to our Chief Executive and the senior management team. The criteria used to assess bonus payments for senior managers are being changed to reflect the financial and non-financial performance of the business. Employee engagement scores and safety performance, customer satisfaction and service delivery are all part of a new balanced scorecard, which will reward managers according to: • What customers think of us • What the people we lead think of us • How good a service we are providing • How financially healthy we are making the business The same measures will eventually be used to assess performance bonuses across the Group. We value our people. Without them our business would not be what it is today. We will be relying on all of them to tackle head on the challenges we face in the next two years. The pride that they continue to show will help us meet those challenges. We know we have work to do in engaging with our people to make sure that they are more confident in what lies ahead. We believe that by being more open and transparent and having the right recognition in place, we will achieve our goals. Royal Mail postmen and women play a valuable role. They ‘go the extra mile’ by delivering the mail to customers in all weathers. Teams working at the Group’s 12 contact centres provide telephone assistance to customers, fielding more than 10 million calls annually. 11 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Our customers Our customers want us to keep our basic service promises. Consistently collect on time, deliver on time and respond quickly when needed. Royal Mail Group has appointed Dave Smith as its first Chief Customer Officer. He is introducing a comprehensive programme to significantly improve our customers’ experience. Our programme aims to cement Royal Mail as the most trusted delivery brand in the UK. Our objective is to do so through the provision of consistent, high-quality and relevant services to all UK customers: individual consumers, small and medium-sized businesses and large companies. We will do so by acting on what our customers are telling us, by effective and consistent engagement with our people and by clear and regularly communicated standards and measurements. The Post Office is also transforming the way it deals with its customers. It has more branches than all of the main UK banks combined and around 20 million customers visit per week. Currently, it is piloting ways of operating Post Offices to increase opening hours and to ensure more sustainable branches for subpostmasters, who manage the vast majority of the network. Royal Mail’s unique position as Universal Service provider means we deliver around 62 million letters and packets per day to almost 29 million addresses across the UK, six days a week. This comprehensive service is unrivalled by any other mail provider. 1 Ofcom Report August 2010 Our customers Today, over 104 billion1 text messages are sent a year in the UK. As a result of the growth in email and social networking sites, letters now account for a very modest share of daily social messaging. There is also a significant decline in transactional communications through the post, like bank statements and bills. Business customers represent most of our annual mail bag, while mail from private individuals – or what we call consumer mail – now represents a very small fraction of what we deliver every day. We are equally focused on delivering a consistent and excellent customer experience to businesses, consumers and recipients who use our services. The level of service we provide to consumers remains profoundly important to us. As part of the Universal Service, we are committed to delivering to around 29 million addresses, six-days-a-week. Each address represents a customer who will have a view about Royal Mail and the service it offers. Many consumers also own or run businesses. Their decisions to use or not use Royal Mail at work will be based in part on their experience of how we deliver their mail at home. Business customers want us to focus on being easy to do business with, from the first point of contact, through offering and setting up relevant and value-for-money services, to receiving an invoice. At the heart of our strategy will be a strong focus on the customer and improving their experience of Royal Mail. In 2011-12, our Customer Experience Programme will focus on what our customers tell us is most important by: • Helping all of our people understand what customers are asking us to do and why • Focusing on the vital few things that customers are telling us we need to improve, whether these are products or processes and delivering long-term fixes before moving on to other areas • Working to make us easier to do business with at each customer touch point, starting with our contact centres • Introducing new, easy-to-understand measures, based on direct customer feedback, that everyone will see from top to bottom in the organisation Understanding what our customers think of us A robust understanding of what our customers want and their perception of the level of service being provided, is essential to inform both our priorities for action and compelling communications to all of our people. Our overall net satisfaction score, for example, rose from 30% to 34% between February and March 2011. We are also introducing new measures, such as the likelihood that our customers will increase or decrease their purchase of Royal Mail products and services, both to track the impact of the changes we make and to provide a forward looking indicator of customer activity. For the first time, we have also started to measure what our business customers think of our services and products through what is called a Net Promoter Score (NPS). This is a standard tracking mechanism that assesses the extent to which customers are likely 12 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Our customers continued Businesses use Royal Mail for a range of high-quality services, including our premium next day Special Delivery. to recommend the service provided. This will allow us to benchmark other UK and International companies, set targets and to build these customer measures into our corporate and functional scorecards. The year end Net Promoter Score for the Group was – 1. As an indicator of what this activity can achieve, three years ago, Parcelforce Worldwide introduced a Customer Experience Programme and a year later began using an NPS measure. By focusing on service at all customer touch points, it has seen a continuous improvement in customer loyalty and enquiry handling performance. Our customer service Continuously improving customer service is a priority. It is the right thing to do for the customer. It is clearly right for our brand. It also has the potential to cut our costs. Because of the sheer scale of our operation, even a small service failure percentage can have expensive consequences. For example, around one million items a week are not delivered first time – for a myriad of valid reasons. Being unable to deliver first time causes disappointment and inconvenience for customers and storage and retrieval issues for Royal Mail. It also generates millions of phone calls a year direct to delivery offices and contact centres. Delivering to neighbours, if the customer is unavailable, would improve the efficiency of our operation and the customer experience. The rules we operate under do not allow for this to happen. This is something we believe is important and should be changed. More fundamentally, we need to continue to improve our core customer service proposition. We intend to make it easier and faster for customers to use us. We will focus on appropriate first-time fixes and single points of contact. Our customer service staff and call centre procedures must be focused on resolving callers’ enquiries swiftly. We need to continue to develop self-service solutions that customers want. This is what we are doing in 2011. How we deal with complaints We have already been successful at reducing repeat and escalated complaints, down 12.7% and 24.8% year on year respectively. We do not always resolve issues quickly. Nor are we good at feeding customer comments back to delivery office level so that in future we can get it right first time – saving customers hassle and us money. This is another priority area for us. The changing market and our products In addition to our core letters market of First and Second Class letters and bulk mail, Royal Mail also offers distribution services to e-commerce companies, traditional catalogue retailers and other customers wishing to send packages domestically. Services range from stamped packets with no tracking or additional value-add to Special Delivery, a lunchtime next day guaranteed service, and our next day Tracked service offering full end-to-end tracking. In 2010-11, we began to rationalise and simplify our products and to align them more closely to customers’ different needs. Simplicity in our offer will benefit customers, enhance Royal Mail’s operational efficiency, and make customers want to choose us. Further details on our products are given in the UKLPI section later in this report. Around 11,800 UK Post Office branches have around 20 million customers visit per week. The greeting and ticketing system in modern Crown branches helps us to serve customers more efficiently. 13 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Regulation The time is right to change the existing regulatory structure. The Postal Services Act, including the provision for Ofcom to become the regulator, alongside the Government commitment to a new regulatory approach, constitutes a new framework for change. Any significant changes would not impact the one-price-goes-anywhere, six-days-a-week Universal Service, which is enshrined in the Postal Services Act. Customers have increasing choices as to how they receive information and communications. Today, there are very few communications that can only be done through printed and mailed matter. It is appropriate, therefore, that the regulation of post should come within the remit of the regulator responsible for the communications sector, Ofcom. Royal Mail welcomes the Government’s commitment to a new framework for postal services regulation through its policy statements and letter to Ofcom. The debate is heading in the right direction. The objective of the Postal Services Act is to safeguard the Universal Service by ensuring that Royal Mail can attract external capital and earn a commercial rate of return. A different approach to regulation is essential. We will work closely with Ofcom to achieve the changes needed for the good of the Universal Service. The time is right to review the existing regulatory structure Broad consensus exists among stakeholders that the regulatory framework needs to change. European Union Directives in a number of ways. In the UK, the Universal Service provider is required by regulation to process and deliver its competitors’ mail and to provide a guaranteed price advantage. No other country has a regime which mandates access to do this. Royal Mail has until very recently been making a loss on mail it delivers for others. It has also lost market share due to the guaranteed price advantage it provides other players. Both Universal Service Obligation (USO) and non-USO services are currently price controlled in the UK. In most European states, only USO services are subject to price cap regulation. Price controls currently apply to approximately 80% of Royal Mail revenues at a time when they are declining every year. In the UK, prices for stamps are at the low end compared with other countries. The postal market in the UK was opened up to competition ahead of other countries and when the process of structural decline had already begun. The regulatory approach – mandated access and headroom regulation – has actively promoted private sector investment in additional capacity when the market is contracting rapidly. At this time, Royal Mail must now invest to take out capacity. Postal service regulation across Europe in 20101 Mandatory access for competitors to access USP’s network, and a guaranteed price advantage Price control not limited to USO and reserved products and services Fully liberalised market UK Denmark Germany Belgium Netherlands Sweden France Austria Spain Yes No Yes No Yes Yes No No Yes Yes No No No No No No No No Yes No Yes No No No No No No Regulatory developments During the last year, the focus with Postcomm has been on seeking to secure a relaxation of the regulatory burdens including price control and the requirement to publish commercial proposals three months in advance. We have also worked with Postcomm to secure a price rise to continue the modernisation programme. • Postcomm launched a set of consultations in May 2010 on a set of changes for 2011 which resulted in a number of incremental changes to narrow price controls. • Royal Mail made an application to enable the Group to generate up to £100 million revenue above the regulatory limits to safeguard the Universal Service and continue modernisation. In addition, there were a number of applications and investigations. • Royal Mail made an application to waive quality of service penalties and compensation payments after industrial action in 2009-10 led to a reduction in the quality of service. In September 2010, Postcomm accepted the case in full. • Postcomm accepted in full Royal Mail’s force majeure case for bad The current framework goes further than the requirements of weather affecting quality of service in 2009-10. 1 European postal regulation before implementation of Third EU Postal Services Directive Source: IPC Postal Regulatory Database Country Directory 2010, Copenhagen Economics “Main Development in the Postal Sector (2008-2010)” Conclusion The time is right to review and significantly change the regulatory structure. Solid progress has already been made. The postal market is at an inflection point. Volumes continue to decline very significantly. The current regulatory regime is a burden on the Universal Service provider and extends beyond the relevant EU directives. There is growing evidence that Royal Mail, as the Universal Service provider, should be treated on the same basis as any other postal player, that is, subject to market conditions and competition law. Any significant change of the regulatory framework would not mean changes to the Universal Service. The one-price-goes-anywhere, six-days-a-week service is enshrined in the Postal Services Act. Royal Mail is honoured to deliver to the 28.8 million addresses throughout the country. We are committed to doing so. 14 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Regulation continued • Postcomm closed its investigation into allegations of predatory pricing and margin squeeze on Mailsort® Light. After extensive responses from Royal Mail, Postcomm decided to take no action against the Group. • Postcomm closed its investigation into undue restriction, undue preference and undue discrimination with regards to term contracts. The evidence did not support a finding of licence breach. • Royal Mail developed a costing manual setting out the principles of our costing system. This was subsequently classed as ‘fit for purpose’ by the regulator’s economic consultants and published by Royal Mail. • Postcomm concluded its investigation into Royal Mail’s monitoring of quality of service performance stating that Royal Mail had failed parts of its licence condition relating to the quality of service measurement system. In light of the investigation’s findings and Royal Mail’s comprehensive remedial actions, Postcomm did not consider it appropriate to impose a financial penalty. During the last year, the cost of regulation has been a major burden for the Universal Service provider. Royal Mail is making a loss in its core letters business. Funding and servicing the regulatory regime cost Royal Mail around £50 million last year including payments for the regulator’s running costs and Royal Mail’s costs to comply with the licence and answer the regulator’s questions. It also included the cost of running a unit to manage access to our network as required by the licence. Equivalent prices for domestic stamp postage in Europe* 2011 (0-20g) Denmark Greece Finland Belgium Italy Portugal UK Germany France Luxembourg Sweden Austria Ireland Netherlands Spain 2011 (20-50g) Italy Sweden Greece Germany France Netherlands Portugal Denmark Austria Finland Belgium Spain UK Luxembourg Ireland 65 55 54 54 51 49 46 45 44 44 44 43 42 36 33 120 89 75 74 73 72 71 65 58 54 54 47 46 44 42 * Royal Mail First Class versus European next day delivery services or equivalent as at April 2011 (purchasing power parity) 15 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Community Corporate Responsibility (CR) is a priority for us. The Group fully integrates CR into its everyday working environment. 2010-11 represents the eighth year that we have published an external Corporate Responsibility report. It is also the third successive year that we have reported on our activities using the Business in The Community (BiTC) four-fold classification framework. We also moved from a Silver award rating to a Gold award rating in the BiTC Corporate Responsibility Index. The Group’s score moved eight percentage points, from 86% to 94%. The BiTC Corporate Responsibility Index is a voluntary benchmark for UK companies. It provides a benchmark for organisations to evaluate their management and impact within the key CR areas of community, environment, marketplace and workplace. We will be working towards Platinum status in 2011-12, as this year we missed Platinum status by only 0.8%. Payroll Giving We have one of the largest and longest established Payroll Giving schemes in the UK. The scheme makes it easy for our people to donate some of their salary each month to their chosen charity. Since its launch in 1989, colleagues have donated more than £43 million. The biggest beneficiaries among the 850 charities supported by the scheme include Barnardo’s, County Air Ambulance Trust, Help the Hospices, Macmillan Cancer Support and our own charity which supports our colleagues, the Rowland Hill Benevolent Fund. Over the past year, the scheme has raised more than £2.5 million. We currently have 42,694 colleagues – one in four employees – taking part. Typically, companies have to work hard at promoting their scheme to reach 10% of their people signing up to the scheme to attain a Gold level National Payroll Giving Certificate. In the UK, 6% of all Payroll Giving donors work for Royal Mail Group. Tax relief encourages people to donate. For example anyone who pays tax at the basic rate of 20%, only has to contribute £8 from their salary to give £10 to charity. Barnardo’s Our flagship charity, chosen by our people, is Barnardo’s. To date, over £1 million has been raised for the children’s charity. predominantly UK-based company, we have a large procurement programme that makes a major contribution through the purchase of goods and services. Last summer, disabled ultra-distance athlete Chris Moon, MBE, ran across the UK in the Post Office 1000 Challenge. He completed 1,000 miles in 30 days, averaging 36 miles a day. Chris met staff in Post Office branches in many locations where they ran their own fundraising campaigns, raising cash for Barnardo’s. £460,000 was also raised specifically for the Children in Need campaign by our colleagues and customers last November. A group of postmen and women in and around Lancashire joined thousands of other people in the Ride the Lights bike ride along Blackpool promenade to raise money for Barnardo’s. Community We are a major part of the UK’s economic and social infrastructure. That is why we play a role in so many communities across the UK. Our Post Office network, for instance, is a core part of many urban and rural communities across the country. Our position as one of the largest full-time employers in the UK (having 163,000 staff) means that we also make a significant economic contribution. As a Workplace Our key focus in the workplace is the health and safety of our people. Accidents across the UK businesses fell by 21% this year. In 2010-11 the number of accidents across our business was 19,389, compared with 24,479 the year before. One of the reasons that the accident rate has fallen is our investment in modern equipment, such as high-capacity trolleys as well as more efficient ways of working. Our sick absence rate for 2010-11 sits below our target and is in line with the Confederation of British Industry average absence target. The year end sick absence figure was 4.1%, which was lower than our target of 4.4%. Royal Mail Group works hard at reducing our absence rate with its people. We offer a wide range of support in this area, including health advice and initiatives. The bulk of our absences continue to be caused by musculoskeletal problems or injuries. Marketplace First and foremost, our marketplace contribution is to provide a high-quality service at reasonable prices. As we have already pointed out, our prices are amongst the lowest in Europe. Most countries do not provide a six-day service, or enable their customers to post as late in the day as we do. Our standards for on-time performance are higher than most countries. In our marketplace, the direct marketing industry is making significant strides to reduce its environmental impact. Royal Mail is helping in this. More than three-quarters of direct marketing material is now recycled. This is ahead of the 2013 target set in agreement between the industry and the Department of Environment, Food and Rural Affairs. Royal Mail’s Sustainable® Mail service offers better-targeted, sustainably produced and easy-to-recycle mail campaigns. 16 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Community continued Environment Royal Mail Group understands and monitors its environmental impact. We have been working hard to reduce it. We have a number of plans in place designed to reduce our consumption of fuel and other energy use. We continually seek ways to reduce waste. Our Carbon Trust Standard certification has been renewed after we cut greenhouse gas emissions by 47,670 tonnes in two years. It means that we’re still the only UK postal services operator to have achieved the prestigious accreditation. Based on a rigorous independent assessment, the standard – which has to be renewed every two years – shows that we’ve measured and reduced our carbon footprint across our business, and are committed to cutting it further each year. We are identifying opportunities to avoid and reduce transport emissions. Telemetry technology has been used to assist improvements in vehicle use. Over 1,000 vehicles were taken out of our delivery operations through optimisation and ensuring our journeys take the most efficient routes. This saved around 4,808 tonnes of C02. We are also developing our future vehicle roadmap, which will look at opportunities for low-emission vehicles where commercially and operationally viable. In 2010-11, we bought over 1,000 compact diesel vehicles. Our existing electric vehicles have been complemented by the purchase of 10 diesel electric hybrids at our West London delivery office as part of the Government’s Low Carbon Vehicle Procurement Programme. Removing mileage from our network trunking vehicles, which consume the largest proportion of our fuel, is a continued focus. This can be achieved through effective route planning and national optimisation. We continue to use double-deck trailers and have purchased a further 50 double-deck trailers with further enhancements to boost their mail-carrying capabilities by around 6%. They are entering our operation during 2011. Key focus Our Corporate Responsibility and community investment programmes will be a key focus for the Group in the next 12 months. Our strategy will be reviewed. Our community investment programmes will be refreshed. A new Corporate Responsibility report will be produced. It will outline our clear strategy in this area, alongside enhanced reporting. Postmen and women in Northern Ireland helped collect football kit for children in Malawi. 17 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Our Transparency report Royal Mail Group is committed to being more responsive, open and transparent with its stakeholders. Royal Mail and Post Office are two of the most respected brands in the UK. This is a great advantage to the Group. The strength of our brands derives from how we serve our customers and our interaction with other stakeholders. In this, our first Transparency Report, the Group is sharing a number of key facts with all of its stakeholders. We are doing so because of our commitment to being more open to and more responsive with our customers. We also plan to publish a range of key statistics on our website on a regular basis – monthly and quarterly. Royal Mail’s 115,271 post boxes are a familiar and much- loved feature of the UK landscape. A large-scale business Royal Mail is a mail business serving 28.8 million addresses across the UK, six-days-a-week. We deliver to 27.2 million residential addresses and 1.6 million registered business addresses. We collect mail from 115,271 post boxes. With around 11,800 branches nationwide, the Post Office is the largest retail and financial services chain in the UK. The Post Office has more branches than all of the UK high street banks combined. Over 99% of the UK population lives within three miles of a post office. Around 20 million customers visit a post office per week. Freedom of Information requests Royal Mail is a major brand which attracts interest from a wide range of stakeholders. As a Government-owned company, it is naturally the case that there is a great deal of interest in our mission as the UK’s Universal Service provider, including the work of Post Office Limited. One of the ways this interest manifests itself during the year is the number of Freedom of Information (FOI) requests we receive. These requests cover a wide range of issues. We receive them from a broad spectrum of people, including members of the public, the media and elected representatives. Some of these requests can be answered quickly but some need to be considered carefully under the terms of the legislation. In the last year, 590 requests were referred to our central FOI team. Of those, 267 requests were answered in full, and a further 116 requests were answered in part. There were 137 requests where the information requested was not provided because, for example, it would damage commercial interests or breach principles of the Data Protection Act. In another 70 cases, the information requested was not held by us. Returned letters The overwhelming majority of all items we handle are delivered safely to the correct address. A very modest proportion of the items we handle are undeliverable for a variety of different reasons outside of our control. Items are not always able to be delivered if addresses are incomplete, the recipient has moved, or there is no return address. In these circumstances, letters and packets are returned to the National Return Letter Centre in Belfast. Royal Mail tries very hard to ascertain the correct address and deliver the item. If that is not possible, we will seek to return it to the sender free of charge. Our National Return Letter Centre employs 160 full-time people dedicated to trying to return items. The number of items processed in 2010-11 by the Centre was 19.6 million. That should be set against the 15.9 billion of items we delivered this year. The majority of items are business mail. Under the terms of trade with our major business customers, if the mail is not delivered then it will be securely disposed of unless a return address is included on the envelope. This has been the practice for many years. The mail which cannot be delivered or returned is stored for up to four months. If an item is not claimed, it is put out to auction. All the proceeds, minus a market rate commission for the auction house, are used to partially pay the considerable cost involved in seeking to reunite customers with their items. 18 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Our Transparency report continued The annual income from items sold at auction by the National Return Letter Centre for 2010-11 was £933,255. This income represents a modest contribution to the annual cost of more than £4 million of providing this free service. Exceptions to our delivery and collection service Royal Mail is not always able to deliver or collect mail as it would like to. At the time of the Exceptions Annual Review in October 2010 there were 2,985 national Universal Service delivery exceptions in the UK. Every day, we deliver to 28.8 million addresses. So, this represents 0.01% of that total. The exceptions are where our postmen and women have difficulty gaining access or there is a long-term health and safety risk. Examples include where we cannot deliver to an address because it is on an island and has limited ferry services. There were also 414 short-term delivery exceptions, which have been in place for more than 12 months in October 2010. These are mainly due to dangerous dogs in gardens. Last year, there were 2,180 long-term Universal Service collection exceptions across the UK. There are currently 127,118 collection points in the UK, the majority of which we collect from on a daily basis. The small amount of collection exceptions represent 1.7% of that total. These exceptions can be caused by difficulties in accessing post boxes. There were also 155 short-term collection exceptions of more than four months. These were caused by road or building works, limiting access to post boxes. All of these exceptions are reported to Postcomm on a regular basis. Mail security The security of mail is of the utmost importance to us. Royal Mail Group has robust security measures in place in all parts of its operations. Any person found tampering or interfering with mail will be robustly dealt with and prosecuted in England and Wales by Royal Mail Group. In Scotland, cases are handed over to the Procurator Fiscal. In Northern Ireland they are passed to the Public Prosecution Service. Anyone attempting to steal from Post Office Limited is also liable to be prosecuted. In 2010-11, 312 former employees of Royal Mail Group were prosecuted in the UK. These prosecutions need to be set against the fact that the Group employs around 163,000 people in the UK. The Post Office network At the end of March 2011, there were 11,820 post offices open and trading throughout the UK. In March 2010, there were 11,905 post offices open in the UK. There has been a net reduction of 85 post offices in the course of 2010-11. The current network is made up of 373 Crown post offices, and 11,447 agency post offices. Network turnover The vast majority of post offices change hands – when a subpostmaster decides to sell their business – without a break in service or closure. This is part of the normal market turnover of businesses in the UK. Around 97% of post offices are operated and owned by local business people who have a contract to offer post office services. From April 2010 to March 2011, 800 post offices changed hands. The previous year around 1,000 changed hands. These successful transfers bring new energy and focus into our network. There are cases where branches which are run by independent business people from their own premises close due to circumstances beyond our control. When a branch closes in such circumstances, we communicate the situation to the local community and stakeholders and our approach is to try to restore a sustainable post office service when possible. Our field teams work with local communities to try to restore services and in many cases, we are able to do this. There are cases where it is not possible, even after considerable efforts. If a post office is closed for whatever reason, even if it is just for a short time whilst work is undertaken to restore service, it is not included in the numbers we use when reporting network size. Our reported network size of 11,820 at the end of March 2011 shows the network of open and trading post offices. We are committed to being as open and as transparent as possible. We hope that our first annual Transparency Report is helpful to our wide range of stakeholders. We would welcome any feedback on this report. You can provide feedback by emailing Shane O’Riordain, Director of Communications, at shane.oriordain@royalmail.com. Agency post office branches account for 97% of the network. They are run by independent business people and the post office is usually part of a retail outlet. 19 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Our businesses The Group’s main businesses The Group is organised into three businesses which are covered in the following pages. UK Letters & Parcels and International (UKLPI) processes and delivers letters and packets in line with its unique Universal Service Obligation (USO), through Royal Mail. It is also a leading provider of collection and delivery services for express packages and parcels through Parcelforce Worldwide, providing both businesses and consumers with a full range of timed delivery options. UKLPI is responsible for the design and production of the UK’s stamps and philatelic products. It is also responsible for the processing of international mail under reciprocal arrangements with other overseas postal administrations. Within this unit are: • Commercial Regulated • Commercial Non-Regulated • Operations • Wholesale • Property • Central functions Post Office Limited has a national network of branches and is represented in many communities across the country. It provides a trusted access point for everyday products, services and information in postal services, financial services, travel, banking, telephony, bill payments, Government services, retail and the secure transportation of cash. General Logistics Systems B.V. (GLS) delivers high-quality parcel services, logistics and express services throughout Europe. GLS is one of the biggest ground-based parcel service providers in Europe today. GLS provides a network coverage of 42 countries through wholly owned and partner companies and is globally connected via contractual agreements. Parcelforce Worldwide is the Group’s express parcels business for business and consumers, delivering from two hubs and 52 depots in the UK. 20 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 UK Letters & Parcels and International Royal Mail is the only provider of the UK’s Universal Service for some of the lowest prices in Europe. UK Letters & Parcels and International comprises the activities of both Royal Mail and Parcelforce Worldwide. Royal Mail delivered 62 million items every working day last year. Parcelforce Worldwide handled 63 million parcels. In total, these businesses employ 155,181 people in the UK. Royal Mail is the only provider of the UK’s Universal Service for some of the lowest prices in Europe. It provides a daily collection and delivery service at uniform and affordable prices. Royal Mail also provides the social and economic glue in every single community with its reach to 28.8 million addresses. Royal Mail collects from around 115,000 post boxes and 11,820 post offices six-days-a-week. It works through the night in a network of 59 mail centres. Royal Mail uses a fleet of 33,600 vehicles and employs 130,000 postmen and women in 1,371 delivery offices, delivering around 62 million items of mail every single working day. Royal Mail’s biggest challenge continues to be the digital age. The competition of technology – email, phone, text and broadband – has had a dramatic effect on the whole market. It contributed to mail volume decline of 4% this year. Parcelforce Worldwide provides express parcel services to both businesses and consumers. With global reach, it operates from two hubs and 52 depots within the UK. Parcelforce Worldwide has had an exceptional year. In a market where competition is open and intense, it has increased both revenues and profits. In the UK market, where there are more than a dozen major parcel businesses, Parcelforce Worldwide’s growth has outpaced all its rivals. It achieved volume growth of 15%, partially offset by a changing customer mix and market price pressures, leading to another year of record profits. Its Business to Business volumes also grew in 2010-11 in what is the most competitive sector of the market. Its business strategy rests firmly on one of the highest quality of service records in the industry. Parcelforce Worldwide employs 4,508 people. The business has high employee engagement – amongst the highest levels in the whole of Royal Mail Group. Trading results UK Letters & Parcels and International We achieved our First Class quality target in 2010-11 with a 93.0% performance when account is taken of the extraordinary combination of the harshest winter in 30 years1 and the unprecedented closure of UK airspace because of Icelandic volcanic ash. Without any adjustment the performance for the year would be 91.4%. External revenue Operating (loss)/profit after modernisation costs* * before other operating exceptional items 2010-11 £m 6,857 2009-10 £m 6,978 (120) 20 Under the terms of its licence from Postcomm and in accordance with standard practice, Royal Mail is asking the regulator to apply adjustments to the 2010-11 quality of service figures, to recognise the severity of the weather conditions and the disruption caused by the volcanic ash cloud, via an established procedure. The Company believes the exceptional conditions fully warrant adjustments as Royal Mail did everything possible to cope with events beyond its control. Revenue fell by £121 million as tariff increases were not enough to offset a 4% volume decline in inland addressed mail, which was primarily driven by losses to alternative digital communications channels. Single-piece mail like stamped and metered declined by 11%. This means that in five years this type of mail has declined by over 35%. The decline in inland addressed volumes was lower than last year’s at 7%, reflecting improvements in the economy and recent signs that advertising mail is starting to reclaim some market share. The 4% decline in inland addressed mail was driven by letters 5%, large letters 4%, offset by a 3% increase in packets. Movement in operating profit after modernisation costs 20 (121) (12) (7) (120) £m 30 0 -30 -60 -90 -120 Royal Mail has one of the largest vehicle fleets in the UK, with over 33,000 vehicles which are used to transport mail around the country. First Class retail quality of service was 91.4% against the background of adverse weather and volcanic ash cloud conditions during 2010-11. The timing and severity of snow in November and December 2010, 1 Source: Met. Office. 2009-10 Revenue Costs Modernisation costs 2010-11 21 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 UK Letters & Parcels and International continued when Christmas volumes were peaking, was a real test of Royal Mail’s Universal Service credentials. Even though it proved impossible to deliver in some parts of the country, unlike others Royal Mail did not shut down its network. It invested £20 million more to maintain it. During the year, a pay and modernisation agreement with the Communication Workers Union was reached, providing a platform to continue to modernise Royal Mail’s network. However, the delay in signing this agreement resulted in lower cost savings than originally anticipated. This contributed to operating profit after modernisation costs declining from £20 million to a loss of £120 million. Modernisation 2006-07 2007-08 2008-09 2009-10 2010-11 Royal Mail charters 25 aircraft, which make 54 flights on average a day. % 0 (5) (10) (15) (20) (25) % Inland addressed volume decline % FTE decline The challenge of managing down costs – in a largely fixed costs/ people-based network – more quickly than the decline in revenues is even more critical if the Universal Service is to be profitable and sustainable. Since 2006-07, volumes have declined cumulatively by over 20% whilst the gross cumulative reduction in hours is around 15%. This is why modernising the network is a significant part of the overall Group strategy. When completed, it will not only be one of the largest transformations in the UK, but will also provide world-class productivity, safety and service quality. It will enable mail to compete successfully with other communications media. Since March 2006, £2.0 billion has been invested by Royal Mail in new equipment in mail centres and delivery offices and voluntary redundancy costs, with some £400 million spent in 2010-11. In that time nearly 23,000 people have left the business. £m 2,000 1,500 1,000 500 0 £2.0bn £1.6bn £1.1bn £0.6bn £0.3bn 2006-07 2007-08 2008-09 2009-10 2010-11 Annual voluntary redundancy Annual project one-off costs i.e. project management costs Annual CapEx i.e. machines, property Cumulative investment (cumulative £0.5bn) (cumulative £0.3bn) (cumulative £1.2bn) (£2.0bn) Royal Mail’s operation at Heathrow Worldwide Distribution Centre handles international mail to and from the rest of the world. The challenging and changing market In addition to our core letters market of First and Second Class letters and bulk mail, Royal Mail offers distribution services to e-commerce companies, traditional catalogue retailers and other customers wishing to send packages domestically. Services range from stamped packets with no tracking or additional value-add to Special Delivery, a lunchtime next day, guaranteed service, and our next day Tracked service offering full end-to-end tracking. In 2010-11, we began to rationalise and simplify our products and to align them more closely to customers’ different needs. Simplicity in our offer will benefit customers, enhance Royal Mail’s operational efficiency, and make customers want to choose us. We have done a lot this year to improve our core products and to innovate. 22 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 UK Letters & Parcels and International continued Highlights included: • Continued strong growth for our Royal Mail Tracked services – greater than 100% growth in volume and revenue for the third year running. Growth has been generated by the addition of around 700 new customers and winning a major contract with one of the UK’s leading online retailers. • The launch of our next day tracked service – Royal Mail Tracked Next Day. This responds to increasing customer demand for faster services. • Making it easier for customers to buy our services, and receive reports on our performance, through the launch of our online ordering tool, Despatch Manager Online. • A successful trial of evening deliveries within the London area. This is now being expanded through Royal Mail Sameday. • Keeping open around 600 enquiry offices up to two hours later on a Wednesday and Saturday to provide customers with greater flexibility. • For advertisers, Royal Mail’s Advertising Mail™ is a new product, designed as part of Royal Mail’s commitment to meet the specific needs of advertisers. Customers sending dedicated advertising mail that meets direct marketing ‘best practice’ standards can benefit from better prices, helping them deliver stronger returns on their marketing investment. • For fulfilment companies, Royal Mail has developed a simple- to-use online tool to get the right packet delivery products and options to meet specific customer needs in this highly competitive area. This ‘menu-based’ approach allows customers to choose what works best for them. While the number of corporate and SME companies including mail in their advertising mix has slightly increased, overall volumes have declined. This is because of the substitution of digital communication by customers. Royal Mail has countered this by offering marketing support including the Mail Media Centre (mmc.co.uk) – the home of insight and advice – and financial incentives to encourage both first- time users and existing users of direct marketing. Royal Mail is a strong player in the direct mail market, where there is solid evidence that well-targeted direct mail beats other ways of advertising. We are developing strategies to be the marketing partner of choice for direct mailers. We are doing so by offering expertise in data management, campaign planning and consumer targeting. We are aiming at growth with both the largest companies and small businesses. 2010 saw our first ever Direct Marketing Sale, stimulating significant incremental business. More traditional transactional mail continues to decline as many of the banks and utilities run proactive programmes to switch consumers to digital alternatives, while the customer remains keen on receiving posted items. Many businesses are reappraising the use of direct mail and the advertising association WARC is forecasting a 3% growth in 2011-12. Key Facts and figures • 62 million items processed and delivered every single working day • 74% of mail is delivered to just 13% of the country • 28.8 million addresses – 1.6 million business addresses • 91.4% First Class quality of service – but post force majeure will have hit target. Target is 93% • Royal Mail became the world’s first postal company to help businesses make their post interactive using digital watermarking technology. • 115,271 post boxes The advertising and communications market continues to change. This has had a direct impact on direct mail and transactional mail – bills and statements. Although high and low volume business mailers and those sending statements will see an improved offer from us in 2011-12. The continued trend has been towards highly measurable low cost media. This has fuelled the growth in cheaper digital media. Combined with greater consumer access through broadband and mobile channels, the majority of UK growth has been in the digital space, with a direct impact on direct mail volumes. • 59 mail centres, of which 24 are World Class Mail centres • 1,371 delivery offices • 33,600 vehicles • 155,181 people • UK stamp prices amongst lowest in Europe 23 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 UK Letters & Parcels and International continued Royal Mail Special Stamps programme Royal Mail’s first commemorative stamp was issued in 1924 to mark the British Empire Exhibition. In the 1960s, the modern- day Special Stamp programme was launched. This now features over a dozen issues every year. By 31 March 2011, over 450 issues of Special Stamps had been produced. Themes for 2010-11 varied from ‘Britain Alone’, a tribute to people on the home front in the dark days of 1940, to UK mammals, Winnie-the-Pooh and stage musicals. In August 2010, the Great British Railways issue saw the launch of the world’s first intelligent stamps. When scanned through a special smartphone app the stamps revealed exclusive footage of Bernard Cribbins reciting the iconic Night Mail poem. This technology was also included in stamps celebrating the 50th anniversary of environmental organisation WWF in March 2011. In December, Wallace and Gromit Christmas stamps proved extremely popular. FAB stamps got 2011 off to a flying start in January with the UK’s first motion stamps – lenticular printing revealing the iconic 5–4–3–2–1 opening sequence of Thunderbirds when the stamps are tilted back and forth. The year culminated in the announcement on 29 March of stamps to commemorate the wedding of HRH Prince William and Catherine Middleton. The stamps made headlines across the UK and around the globe, reinforcing Royal Mail’s reputation as a world leader in stamp production and design. Wallace and Gromit stamps were extremely popular in December for Christmas mail. 24 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 The Post Office The Post Office is part of everyday life in communities throughout the UK. It provides around 170 different services and products spanning financial services including savings, insurance, loans, mortgages and credit cards. Post Office also offers Government services; telephony; foreign currency; travel insurance and mail services. Around 20 million customers visit the 11,820 Post Office branches per week. Trading results Post Office Limited External revenue Operating profit after modernisation costs* * before other operating exceptional items. 2010-11 £m 2009-10 £m 776 21 838 33 Revenue declined by £62 million to £776 million, mainly in traditional business. This was caused by Post Office Card Account income falling due to the full year impact of the October 2009 contract on the Card Account (which yields a lower rate per account) and as customers continued to migrate to bank accounts. Revenues also declined in some areas of financial services and telephony. Although revenues declined in travel services due to economic factors, market share was maintained. This has resulted in a decline in profit after modernisation costs of £12 million from £33 million to £21 million. Some of the revenue decline was mitigated by careful cost control which included a 16% reduction in the number of managers. There has been a focus on addressing customers’ concerns around queue time in Crown Offices with the benefits of the 2009-10 Crown Office refurbishment programme providing a platform to improve our service into the future. Complaints are down in the year, but there is further work to do. A focus on customer service will continue into 2011-12, to meet the rising expectations of consumers related to staff helpfulness and speed of service through staff training and further self-service in branches. Maintaining revenues The challenge in the Post Office is similar to that of Royal Mail: to find new revenue streams and to manage costs efficiently as traditional volumes decline. During the year, the Post Office identified growth in other areas. This is key in stabilising revenues as traditional volumes fall away. In Government services, new income has been generated following the roll out in the first half of the year of biometric identity capture equipment across 752 branches. In mails, revenues in premium services have increased by investing in branch specialists who offer service and support to customers. Working with Royal Mail, there are further plans to grow our mails services to small businesses. In financial services, online savings accounts have been very successful, bringing in excess of £4 billion online balances in the seven-month period since their launch in August 2010. The Post Office is piloting new branch formats, which can offer extended opening hours to customers. In Post Office locals, the Post Office operation is fully integrated into the retail outlet where it is located. This means Post Office services are offered for longer, matching retailers’ opening hours and, in many cases, open on Sundays too. The Government has committed to £1.34 billion in funding over the next four years. This will cement the Post Office’s vital place in UK communities. It will help to build a Post Office network that is relevant for the 21st century. 25 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 The Post Office continued Within the branch network, by far the largest of its kind in the UK, piloting of the new Post Office trading models is underway to extend opening hours and to enable more sustainable and profitable branches for operators in the future. Feedback from customers and operators about the pilots is positive. Research by MORI for Consumer Focus shows that 97% of customers believe the convenience of the location is better or on a par with other post offices and 83% like the increased opening hours. Research by aba research for Post Office Limited reports that 94% of customers are extremely or very satisfied with their overall experience. Working closely with the National Federation of Subpostmasters, developments will be reviewed and stakeholder views taken into account as these models develop. Securing the Post Office network in the digital age Post Office Limited is now embarking on a five-year plan based on the Government’s policy statement ‘Securing the Post Office network in the digital age’, published in November 2010. This confirmed Government funding commitment of £1.34 billion over the next four years, which is vital to ensure further innovation in the Post Office network. This support from the Government shows a tremendous commitment to the future of the Post Office network. It reinforces its place in local communities, its role as part of UK infrastructure and the social value that its network provides to the country. The package provides the investment and confidence to build a Post Office that is relevant for customers in the 21st century. It will establish a sustainable future for the Post Office. It provides the foundation we need to build a Post Office we can all be proud of. The plan reflects: • A strong understanding of and commitment to the social and economic value of the Post Office for communities and businesses across the UK • Investing in and modernising to create a sustainable branch network which offers longer opening hours to customers. There will be no programme of closures • Maintaining a strong commercial relationship with Royal Mail for the mutual benefit of both companies • Establishing the Post Office as a genuine front office of Government at both national and local level • Expanding accessible and affordable personal financial services, including helping people access their current accounts through our branches. In the year ahead almost 80% of all UK current accounts will be accessible at post offices • Complementing an increasingly online world to benefit customers. Providing access to online services through our branch network for those who are digitally excluded and easy general access to those digital processes that still need a physical element, e.g. handling a package, checking documents or confirming customers’ identities • Moving forward with important concepts within the Postal Services Act such as the opportunities for mutualisation that would look at new ways for employees, subpostmasters and communities to be involved in the ownership and running of the Post Office Modern Crown Post Office branches feature an open plan layout, with a separate area for financial services conversations. The ticketing system helps to manage footfall. Automated Post & Go machines enable customers to weigh and pay for postage away from the counter. Facts and figures • Around 11,800 branches, including 373 Crown Offices • Approximately 28,000 customer-facing positions • Around 20 million customers visit the post office per week • UK’s leading supplier of foreign currency exchange with a 25% market share • Customer satisfaction levels at 85% 26 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 General Logistics Systems – GLS GLS is one of the biggest ground-based parcel service providers in Europe today. GLS is a pan-European company providing reliable, Business to Business high-quality parcel and express services as well as value- added logistics solutions. Founded in 1999, it has strong historical roots in each European country’s domestic market. GLS is one of the biggest ground based parcel service providers in Europe today. GLS provides a network coverage of 42 countries through wholly owned and partner companies and is globally connected via contractual agreements. The GLS network comprises 38 central transhipment points in Europe made up of 656 depots and 17,100 vehicles. Its 13,167 people deliver over 360 million parcels annually for 220,000 customers throughout Europe. GLS is the European leader in quality providing market-leading quality and margins. GLS pan-European network • Albania • Andorra • Austria • Belgium • Bosnia-Herzegovina • Bulgaria • Croatia• Cyprus • Czech Republic • Denmark • Estonia • Finland • France • Germany • Greece • Hungary • Iceland • Ireland • Italy • Latvia • Liechtenstein • Lithuania • Luxemburg • Macedonia • Malta • Monaco • Montenegro • Netherlands • Norway • Poland • Portugal • Romania • San Marino • Serbia • Slovakia • Slovenia • Spain • Sweden • Switzerland • Turkey • United Kingdom • Vatican City Trading results General Logistics Systems External revenue Operating profit after modernisation costs* * before other operating exceptional items. 2010-11 £m 1,485 118 2009-10 £m 1,487 112 Reported revenues are £2 million lower than last year at £1,485 million. This is partly due to the strengthening of Sterling against the Euro. Underlying revenues were around 4% higher than the prior year after adjusting for exchange rate movements. This reflects the improvements in the European economies as they move out of recession. This underlying improvement was driven by volume growth. Operating profit increased by £6 million (5.3%) to £118 million, despite an adverse currency effect of £4 million. After adjusting for the currency impact, operating profits increased by 9%. Profitability improved from economies of scale as higher parcel volumes were transported through the GLS network as well as through continued focus on costs. The operating margin after modernisation costs improved from 7.5% to 8.0%. GLS underlying revenue €m 2,000 1,500 1,000 500 0 2003 2004 2005 2006 2007 2008 2009 2010 2011 Up to 2008-09, GLS grew its revenues every year in line with growth in the European economies and the expansion of its network. Then GLS, like other parcel companies, was impacted by the recessionary environment which started in 2008, resulting in a modest decline in volumes and revenues. Despite the recession, GLS has continued to generate healthy cash returns. It continued to strengthen its European network and focus on excellent service quality. This leaves GLS well placed as economies and markets improve. Facts and figures • Parcel volume 2010-11: 360 million • Customers: 220,000 • Workforce: 13,167 • Hubs: 38 • Locations: 656 • Vehicles: 17,100 27 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Key Performance Indicators The Group’s Key Performance Indicators (KPIs) Customers are at the centre of everything we do within the Group. Our main aim is to be the most trusted delivery brand in the UK which provides the Universal Service for our customers the length and breadth of the country. We also want to be seen as the premier European and UK express parcel businesses, offering excellent customer service. The Group also wants to sustain and grow the Post Office commercially while maintaining its key role as part of the UK’s social and economic fabric. Our key strategies and objectives will be communicated widely across the Group, embedded into its day-to-day activities and measured on a timely basis by appropriate KPIs and performance measurements. They are monitored by the Royal Mail Holdings plc Board and its sub committees, as highlighted below: Customer service To win and keep customers we must provide a consistently high quality of service, delivering on time, collecting on time and responding quickly when needed. That means: • delivering a high quality of service and mails integrity • developing products that match the needs of our customers • becoming easier to do business with Our performance measures in this area are: KPI Retail First Class quality of service Number of complaints (millions) Post Office Limited – customer satisfaction 2011 91.4% 1.23 85% 2010 87.9% 1.20 89% First Class quality of service continues to improve, building on the momentum achieved in the previous year. Customer complaints rose reflecting the challenges posed by the volcanic ash cloud and adverse winter weather conditions. Parcelforce Worldwide continues to provide excellent customer service with its PFWW 24 timed delivery product. Quality of service remained stable this year, despite the adverse winter weather conditions. Post Office customers remain satisfied with the service they receive in the 11,820 post office branches throughout the country. A focus on customer service will continue in 2011-12. Modernising Royal Mail Our modernisation programme continues to drive wide-ranging efficiency improvements across the business as well as delivering cost savings. Our World Class Mail programme has been launched in 24 mail centres and in 117 delivery offices this year. Belfast, Cardiff and Gatwick mail centres have already received awards from the World Class Manufacturing Association. Our performance measures in this area are: KPI Gross hours reduction (%) Sequenced mail exit rate 2011 2.4% 34% 2010 5.9% 8% Handheld devices deployed (cumulative) 33,553 27,000 As set out in the modernisation section we did not achieve the gross hours reduction we had anticipated. However, we have made significant progress modernising our mail centres. Our people Royal Mail Group believes that health and safety is an important element of every working day. The Group treats this matter very seriously and it is discussed regularly at Board meetings. Throughout our businesses, we are committed to ensuring our employees and customers are kept as safe as possible. We also understand that we can only move forward as a successful group of companies if we involve our people in making change happen. This underpins our commitment to employee engagement through our regular survey which was established in 2003. Our performance measures in this area are: KPI RIDDOR Accidents/1000 (12 month rolling average)# Engagement Index Total Attendance 2011 20.8 24% 95.4% 2010 27.8 * 95.0% * comparative not available due to change in basis of measurement. # frontline employees We have improved the accident rate materially but seek a further positive change in 2011-12. Engaging our people will be a major focus in the coming years as we have set out on pages 9 and 10. Profitability and cash flow Funding from Government continues to be used to support the capital investment programme which addresses the historic under- investment in the core letters business. Continuing to develop more efficient ways of working and well-targeted products and services will help us to succeed in a highly competitive marketplace. Our performance measures in this area are: KPI External revenue Operating profit* Margin* Free cash flow 2011 2010 £9,156m £9,349m £39m 0.4% £180m 1.9% £(213)m £(545)m * after modernisation costs before other operating exceptional items Details of our financial performance are included in the Financial Review on pages 28 to 34. The current KPIs and performance measures are under review. It is our intention to share these with all of our stakeholders at our half- yearly review in the Autumn. The new range of KPIs will follow similar themes as detailed in this section where the services we give to our customers will be at the centre of everything we do. 28 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Financial review Profit and loss summary External revenue Operating costs Modernisation exceptional costs Share of profits from joint ventures & associates Operating profit after modernisation costs* Other operating exceptional costs Non-operating exceptional profits Profit before financing and taxation Net finance costs and pensions interest Taxation charge Loss for the financial year * before other operating exceptional items Balance sheet summary Net assets before pension deficit Pension deficit Net liabilities Cash flow summary EBITDA, pre pension costs Operating exceptional items* Working capital Pension payments Cash outflow from operations Capital expenditure Disposal of assets Other (dividends, tax, interest) Free cash outflow * excludes pension payments relating to redundancy 2011 £m 2010 £m 9,156 9,349 (8,938) (8,986) (207) (224) 28 41 • Group external revenue fell by £193m, from £9,349m in 2010 to £9,156m in 2011 as core traditional volumes in Royal Mail and the Post Office continue to decline; • Operating profit after modernisation costs of £39m is £141m lower than last year’s £180m mainly due to the decrease in revenues offset by lower operating and modernisation costs. Other operating exceptional costs include impairments of £41m and a £30m provision for potential industrial claims; 39 (88) 109 60 (212) (106) (258) 180 (67) 5 118 (380) (58) (320) • Non-operating exceptional profits of £109m comprise profits on the sales of property and other assets of £65m (2010 £5m) and the profit on disposal of a 20% investment in Camelot of £44m (2010 £nil); • Finance and pensions interest costs of £212m (2010 £380m) have reduced by £168m mainly due to a £162m lower notional pensions interest charge; and • Taxation charges have increased mainly due to a deferred tax charge increase of £34m. 2011 £m 2010 £m 1,394 1,760 (4,501) (8,041) (3,107) (6,281) • Net assets before the pension deficit of £1.4bn are £0.4bn lower than last year’s £1.8bn, mainly due to property and other asset disposals; • The accounting pension deficit has decreased from £8.0bn in 2010 to £4.5bn in 2011, reflecting the decrease in liabilities following the Government announcing its intention to change the inflation measure from RPI to CPI and an increase in asset values as a result of improved market conditions; and • Net liabilities of £3.1bn are lower than £6.3bn last year primarily because of the reduction in the pension deficit. 2011 £m 962 (242) (49) (771) (100) (376) 237 26 2010 £m 1,082 (243) (83) (867) (111) (462) 14 14 • EBITDA pre pension costs of £962m is lower than last year’s £1,082m mainly due to the decline in revenues of £193m, offset by a reduction in operating costs; • Operating exceptional items of £242m mainly comprise cash flows relating to modernisation such as voluntary redundancy and ColleagueShare payments; • Pension payments of £771m are £96m lower than last year’s £867m mainly because of the reduction in ongoing contributions as a result of lower pensionable pay and a reduction in the employer cash contributions rate; • Capital expenditure of £376m is £86m lower due to a reduction in (213) (545) capital expenditure on the modernisation programme; • Disposal of assets of £237m comprises property sales of £164m and the sale of a 20% investment in Camelot of £73m; and • As a result, free cash outflow of £213m is £332m lower than last year, of which some £400m (2010 £500m) relates to modernisation. 29 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Financial review continued Background Royal Mail Holdings plc (the Company) is a public limited company wholly owned by the UK Government. It became a plc on 26 March 2001. The framework for change was the Postal Services Act 2000 that created a commercially focused company with a more strategic relationship with the Government. Royal Mail Holdings plc together with its subsidiaries, associates and joint ventures comprise ‘the Group’. The Group operates within a regulatory framework comprising an independent regulator, Postcomm, and a statutory consumer organisation, Consumer Focus. Legal structure Royal Mail Holdings plc is directly owned by the UK Government and is the ultimate parent company of the Group. The Group primarily operates within the United Kingdom, having a number of subsidiaries, joint ventures and associates, but also has presence in most European countries, mainly through General Logistics Systems B.V. Its basic legal structure is as follows: Royal Mail Holdings plc Royal Mail Group Ltd1 Post Office Limited Royal Mail Investments Limited Royal Mail Estates Limited General Logistics Systems B.V. 1 The UK Letters & Parcels and International business unit included in Royal Mail Group Ltd is not a separate legal entity. Further details on the principal subsidiaries are provided in note 29 to the financial statements. Operating units The Group is organised into four operating units: UK Letters & Parcels and International (UKLPI) processes and delivers letters and packets in line with its unique Universal Service Obligation (USO) and is also a leading provider of collection and delivery services for express packages and parcels, providing both business and private addresses with a full range of timed delivery options. It is responsible for the design and production of the UK’s stamps and philatelic products and also the processing of international mail under reciprocal arrangements with other overseas postal administrations. Within this unit are the Commercial Regulated, Commercial Non-Regulated, Operations, Wholesale, Property and Central functions which are aligned to products or specific business areas and functions. Other comprises: Romec Limited and NDC 2000 Limited, which provide facilities management services and design consultancy services respectively for both the Group and to external customers; PostCap Guernsey Limited which provides captive insurance services for the Group; Royal Mail Pension Trustees Limited which provides trustee services to, and manages the administration of, the Group’s principal pension scheme; and the Group’s investment in Quadrant Catering Limited, which provides catering services across the Group. The following table highlights the segmental results of each unit: Business unit performance UK Letters & Parcels and International (UKLPI) General Logistics Systems (GLS) Post Office Limited Other businesses Group External revenue Operating (loss)/profit after modernisation costs* 2011 £m 2010 £m 2011 £m 2010 £m 6,857 6,978 (120) 20 1,485 1,487 118 776 38 838 46 9,156 9,349 21 20 39 112 33 15 180 * before other operating exceptional items Segment performance is discussed in the relevant preceding sections. External revenue The Group’s external revenue fell by £193m from £9,349m to £9,156m. UKLPI revenue was £121m lower at £6,857m mainly due to a 4% decline in core letter volumes despite price increases. The volume decline is driven by a change in the marketplace, with a move away from core products to digital communications channels and competitors, as well as down-trading to other lower priced Royal Mail products. Post Office Limited revenue declined by £62m to £776m, mainly in traditional Government business. This was caused by Post Office Card Account income falling due to the full year impact of the October 2009 contract on the Card Account (which yields a lower rate per account) and as customers continued to migrate to bank accounts. GLS revenue was lower by £2m year on year at £1,485m, with an underlying revenue growth of around 4% being more than offset by the adverse impact of foreign exchange when converting its Euro results into Sterling. External revenue by business unit General Logistics Systems B.V. (GLS) is one of the largest ground based parcel service providers in Europe today. GLS provides a network coverage of 42 countries through wholly owned and partner companies and is globally connected via contractual agreements. Post Office Limited has a national network of branches at the heart of communities across the country. They provide a trusted access point for everyday products, services and information in postal services, financial services, travel, banking, telephony, bill payments, Government services, retail and the secure transportation of cash. £m 10,000 8,000 6,000 4,000 2,000 0 6,857 1,485 776 38 9,156 UKLPI GLS POL Other business Total 30 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Financial review continued Costs (including modernisation costs) People costs Distribution and conveyance costs Other operating costs 2011 £m 2010 £m (5,717) (5,746) (1,619) (1,579) (1,602) (1,661) Operating costs before exceptional items (8,938) (8,986) Modernisation costs (operating exceptional items) (207) (224) Total operating costs of £8,938m have decreased from £8,986m by £48m whilst modernisation costs have decreased by £17m to £207m. People costs of £5,717m have decreased by £29m. This decrease is driven by the modernisation programme delivering efficiencies, contributing to a headcount reduction of around 5,200 for the Group, but has almost been offset by higher pay rate and pensions costs. Distribution and conveyance operating costs of £1,619m have increased by £40m, principally due to higher year-on-year international export volumes, differing country mix and higher freight rates into the USA and Australasia. Other operating costs (including sales and marketing, property, communication, IT, and other functional costs) have decreased by £59m to £1,602m, driven by a focused cost and procurement exercise across the UK businesses. Modernisation costs are £17m lower as a result of a £69m net release of ColleagueShare costs (2010 £44m charge) offset in part by £84m higher restructuring costs and £12m higher impairments due to business transformation. Operating profit after modernisation costs – growth/(decline) by business unit (£m)* £m 200 160 120 80 40 0 180 6 (140) 2009-10 UKLPI GLS (12) POL 5 39 Other Business 2010-11 Operating (loss)/profit after modernisation costs by business unit (£m)* £m 120 60 0 -60 -120 118 118 (120) 72 21 20 39 UKLPI GLS POL Other Business Total * before other operating exceptional items Operating profit after modernisation costs of £39m is £141m lower than £180m last year. UKLPI and Post Office Limited both returned year-on-year profit declines due to falling revenues and competitive and economic factors whilst GLS continued to generate significant profits and achieve good margins as European economies improve. Share of profits in joint ventures and associates The Group’s share of profits in joint ventures and associates of £28m decreased by £13m from £41m mainly due to the sale of a 20% investment in Camelot (£7m) and lower profit shares from both G3 Worldwide Mail N.V. (Spring) and the Bureau de Change joint venture. Net exceptional items, including modernisation costs Exceptional items Operating exceptional items: - Modernisation costs - Other Non-operating exceptional items: - Asset disposals - Camelot disposal Net exceptional items 2011 £m 2010 £m (207) (88) (295) 65 44 (224) (67) (291) 5 - (186) (286) Modernisation costs are treated as operating exceptional items because of their nature and size and have been explained above. Other operating exceptional costs of £88m comprise a £30m provision for potential industrial claims, £41m of impairments and £15m relating to costs associated with the State Aid application and Postal Services Bill. For further details see note 7 to the financial statements. During the year there has been an increase in property and other asset disposals and a one-off sale of the Group’s 20% investment in Camelot. Together these generated a non-operating exceptional profit of £109m (2010 £5m). ColleagueShare scheme (related credits and charges included in modernisation costs) The scheme has completed its fourth year and has one more year in its five year life span during which notional shares have been allocated to employees and stakeholder dividends paid based on the achievement of certain targets. The costs and credits of the scheme continue to be treated as a modernisation cost within operating exceptional items. Fully eligible employees continue to hold 711 notional shares each in the Company, following their issue in 2007 (408 shares) and 2008 (303 shares). The Board agreed during 2009-10 that the third and final issue of notional shares was replaced by the payment of an additional stakeholder dividend, now deemed to be business transformation payments as they are linked directly to the achievement of targets, including key modernisation milestones. 31 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Financial review continued The value of ColleagueShares is based on a share plan valuation model. The scheme provides employees with two opportunities to sell ColleagueShares back to the Company, after valuation points at March 2011 and March 2012. The valuation at March 2011 shows no value to ColleagueShares. The final value of ColleagueShares will not be known until after the end of the 2011-12 financial year but it is expected that this valuation will similarly indicate no value. The value of ColleagueShares is a result of the deteriorating financial position of the Group which is reflected in the latest business plan. This has resulted in the provision at 27 March 2011 for the redemption value at the end of the scheme being reduced to £nil and a credit of £109m recognised in modernisation costs. The impact of the deterioration in the anticipated financial position of Royal Mail Group Ltd is also reflected in the individual parent Company financial statements of Royal Mail Holdings plc, where its carrying value has been written down by £3.8bn to £nil as set out on page 106. The Group made the final stakeholder dividend payment relating to 2009-10 of £400 per eligible employee and continued to pay in the year additional business transformation payments in recognition of achieving certain targets. The total charge to the income statement for these payments is £41m. Net finance and pensions interest costs Net finance and pensions interest costs of £212m (2010 £380m) comprise £167m (2010 £329m) net pensions interest costs and £45m (2010 £51m) of finance costs relating to cash and debt. Net pensions interest costs are explained in the pensions section below. Net finance costs of £45m (2010 £51m) comprise finance costs of £114m (2010 £98m), offset by finance income of £69m (2010 £47m). The increase in finance costs of £16m is mainly due to higher borrowing volumes and higher finance lease interest payable, partly offset by lower charges due to unwinding of discounts and lower commitment fees. The increase in finance income of £22m is mainly due to higher investment yields on index-linked gilts within the pension escrow investment portfolio, higher investment volumes within the escrow investment portfolio and interest receivable on large VAT repayments. Taxation The taxation charge of £106m (2010 £58m) comprises £17m current tax credit (2010 £27m) with respect to UK operations, a £35m (2010 £31m) current tax charge on overseas profits, a UK deferred tax charge of £79m (2010 £53m) and an overseas deferred tax charge of £9m (2010 £1m). Operating cash flow EBITDA pre pension costs of £962m are £120m lower than last year’s £1,082m mainly due to the decrease in revenues of £193m offset by a reduction in operating costs of £48m. Operating exceptional items spend of £242m (excluding pension payments relating to redundancy) is in line with last year’s £243m due to an increase of £23m in ColleagueShare dividend (relating to prior year’s performance) and transformation payments (relating to the pay and modernisation agreement) being offset by £24m lower restructuring spend. Pension payments of £771m are £96m lower than last year’s £867m mainly because of the reduction in ongoing contributions as a result of lower pensionable pay and a reduction in the employer cash contribution rate, further explained below. Together, the above categories comprise cash outflows from operations, which totalled an outflow of £100m, £11m lower than last year’s £111m. Free cash flow Capital expenditure comprises spend (property, plant and equipment and intangibles purchases) of £376m which is £86m lower than last year’s £462m mainly due to the changing nature of the modernisation programme in Royal Mail, which has moved from significant investment in the mail processing centres to changing work practices in delivery, which requires lower property spend. This capital expenditure has been offset by disposals of property and other assets in response to the requirement to fund the modernisation programme. During the year £237m was generated from the disposal of assets which includes £159m (2010 £8m) of property-related disposals and £73m (2010 £nil) relating to the disposal of the Group’s investment in Camelot. The majority of property disposal proceeds relate to the sale and operating leaseback of mail centres and the London Old Street property and in total contributed £131m in the year, with other property outright sales contributing £28m. Together with operating cash flow, these and ‘other’ cash flows of £26m (2010 £14m) amounts comprise free cash outflows of £213m for the year, which are £332m lower than last year’s £545m. The reduction is primarily due to almost flat operating cash outflows benefiting from lower capital expenditure of £86m and higher asset disposal proceeds of £223m. Balance sheet including pensions, funding and treasury management overview Property, plant and equipment Inventory Trade and other receivables Trade and other payables Provisions Net operating assets Goodwill (mainly relates to GLS) Intangible assets (mainly software) Investments in joint ventures and associates Investment assets Pension escrow investments Other financial investments/derivatives Cash and cash equivalents Loans and borrowings Other financial liabilities Net financial assets Other (liabilities)/assets Net assets before pension deficit Pension deficit Net liabilities 2011 £m 2010 £m 1,832 1,935 38 38 1,135 1,156 (1,995) (2,119) (278) (276) 732 197 126 105 428 734 197 99 147 443 1,161 1,189 87 1,101 77 937 (1,853) (1,526) (261) 235 (1) (199) 478 105 1,394 1,760 (4,501) (8,041) (3,107) (6,281) The Group is balance sheet insolvent with net liabilities of £3,107m (2010 £6,281m) mainly due to an accounting pension deficit of £4,501m (2010 £8,041m deficit). 32 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Financial review continued During the year there have been no material business acquisitions and only one significant business disposal – the sale of the 20% investment in Camelot. The following represents a summary of the movements in the main line items in the balance sheet. Property, plant and equipment of £1,832m is £103m lower as the result of depreciation charges, asset write-offs and property disposals being higher than new investment into property, plant and equipment. Trade and other receivables of £1,135m are £21m lower than last year and there continues to be a good track record on receivables management. Trade and other payables of £1,995m are £124m lower than last year almost entirely due to the payment of the ColleagueShare dividend in June 2010 of £73m and a reduction in capital expenditure payables of £58m due to the reduction in capital expenditure. Provisions of £278m have increased by £2m and mainly comprise amounts relating to restructuring. The increase in intangible assets of £27m to £126m is due to £73m of software additions – the largest project being the People Systems Programme – offset by amortisation and impairment charges. The decrease in investments in joint ventures and associates is mainly due to the disposal of the 20% investment in Camelot. The pension deficit liability is further explained below. Pensions Schemes Royal Mail Group Ltd is the sponsoring employer for the Royal Mail Pension Plan (RMPP) and the Royal Mail Senior Executives’ Pension Plan (both defined benefit schemes), and for the Royal Mail Defined Contribution Plan (defined contribution scheme). Based on assets, the Royal Mail Pension Plan is one of the largest pension schemes in the UK. The assets and liabilities of the defined benefit schemes, as measured under accounting standards, are reported as a net pension deficit in the Group balance sheet. The gross assets and liabilities and the net deficit are significantly larger than any of the Group’s other assets and liabilities. This results in the Group being one of the most exposed UK corporates to pension volatility, particularly with respect to movements in equity values and future expectations of inflation and bond rates. Both defined benefit schemes are now closed to new members. New employees are offered membership of the Defined Contribution Plan. Pension charges in profit Pension charges within profit Operating pension costs Exceptional pension costs (relating to redundancy) Net pensions interest charge Pension charges 2011 £m 458 47 167 672 2010 £m 441 42 329 812 The £17m increase in operating pension costs is principally as a result of market conditions resulting in a pension charge that is 17.8%1 of pensionable pay, compared to 16.8% last year, offset by a reduction in the number of people employed. The percentage applied to the pensionable payroll is determined at the beginning of the financial year 1 The cash contribution is set once every three years based on a long term view of market conditions at that time, the profit and loss charge is updated each year reflecting more recent changes in market assumptions. and is intended to represent the amount by which liabilities will increase due to employing active members for one more year. The net pensions interest charge reflects the unwinding of the discount on the schemes’ liabilities less the long-term expected rate of return on the schemes’ assets. Net pensions interest charge of £167m (2010 £329m), a non-cash item for the Group, has reduced by £162m mainly due to an increase in the expected returns on Plan assets as a result of the increase in fair value of Plan assets at March 2010. Pension balance sheet amounts The balance sheet pension deficit has reduced from £8,041m in March 2010 to £4,501m this year end. The reduction in the deficit of £3,540m principally relates to an actuarial gain of £3,424m. The actuarial gain arose mainly due to a reduction in liabilities following the change in the inflation assumption from RPI to CPI, where relevant, following the Government’s announcement that it was intending to change the inflation measure used to determine statutory minimum indexation in deferment and in payment from RPI to CPI in 2011, together with market conditions giving rise to improved asset values. On 23 March 2007 the Group established £1bn of investments in escrow as security to the Royal Mail Pension Plan in support of the deficit recovery plan. On 24 March 2011 an agreement was implemented to substitute £102m pension escrow financial investments with mortgages against certain property assets. Pension cash payments Pensions cash funding: Group contributions Regular pension contributions Funding of pension deficit Payments relating to redundancy Net cash payments 2011 £m 442 299 30 771 2010 £m 526 291 50 867 Regular pension contributions have reduced from £526m to £442m, in line with lower pensionable pay and a reduction in the regular rate of employer contributions for the Royal Mail Pension Plan from 20.0% of pensionable pay to 17.1%1,effective from April 2010 as agreed with the Pension Trustee as part of the formal triennial actuarial valuation. The regular rate of employee contributions for the Royal Mail Pension Plan remains unchanged at 6.0%. Deficit recovery payments by the Group have increased by £8m (2.7%) from £291m to £299m and include £7m (2010 £5m) relating to the Royal Mail Senior Executives’ Pension Plan. Deficit recovery payments are planned for the Royal Mail Pension Plan over the 38 years from the date of the latest formal triennial actuarial valuation. There have been no employee deficit contributions. Funding There are specific funding arrangements for Royal Mail Group Ltd (which excludes Post Office Limited) and for Post Office Limited. However as a result of the pension deficit, the Group is balance sheet insolvent (meaning the accounting liabilities of the Group exceed its assets) and has substantial future liabilities in connection with this deficit. The Directors keep the funding position of the Group under 33 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Financial review continued constant review to confirm that it is a going concern. A summary of their review is set out on pages 58 to 60. Treasury management overview The Group operates a central Treasury function that manages £1.2bn of financial asset investments (substantially all of which are now held in escrow in favour of the pension fund trustees) and £1.1bn of cash and cash equivalent investments (including £704m cash in the Post Office network funded partly by a Government loan facility), in accordance with investment restrictions set by the Government. It also manages £2.1bn of financial liabilities (mainly Government borrowings) and acts as internal banker for the Group’s business units. The Group finances its operations largely through cash generated from its operations, borrowings and grants. Group Treasury derives its authority from the Royal Mail Holdings plc Board, and provides quarterly monitoring reports for the Board’s review. It only has the authority to undertake financial transactions relating to the management of the underlying business risks; it does not engage in speculative transactions and does not operate as a profit centre. All strategies are risk-averse, and the treasury policy has remained substantially unchanged during the year. The principal financial instruments are Treasury bills, Government gilt-edged securities, deposits and long- and short-term borrowings. Facilities The terms of the Government borrowing facility and the associated Framework Agreement impose strict constraints on the separation of cash funds within the Group and the purposes for which they can be used. At the balance sheet date the Group is financed as follows: Borrower Royal Mail Group Ltd Purpose GLS funding Capital Expenditure and Restructuring General Purpose/Working Capital General Purpose/Working Capital Borrower Post Office Limited Purpose Network cash Borrower GLS B.V. Purpose General Purpose/Working Capital Total facility/facilities utilised Average interest rate of loan drawn down % 5.8 3.0 – 12 0.8 4.5 Covenants Loan covenants for Royal Mail Group Ltd are tested on a rolling 12-month basis in September and March. Royal Mail Group Ltd and the Government concluded discussions which reset a number of the key loan covenants for the 12-month testing periods ending March and September 2011 and March 2012. The revisions are considered to be on a commercial basis with a consent fee and an increase in the borrowing margin. All loan covenants were met at September 2010 and March 2011. Utilised £m Average loan maturity date Facility end date 2021-2025 2014 2014 * Facility £m 500 600 300 377 2012 1,150 500 600 - 377 375 2012 1 2,928 1 1,853 2023 2014 - * 2011 – * Loan facilities are repayable on the later of March 2016 and the release of the pension escrow investments. The loan (and facility) increased by £40m (2010 £37m) as a result of accrued interest added to the loan balance. This Royal Mail Group Ltd loan is subordinate to all other creditors. 34 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Financial review continued Financial risks and related hedging The Group is exposed to currency and commodity price risk. The Group operates hedging policies which are described in the notes to the accounts. The gross exposures (before hedging) are set out in the table below, together with how much the 2011-12 operating profit would differ from 2010-11 as a result of the changes to 27 March 2011 in commodity costs post the impact of our hedging programmes. Events after the balance sheet date On 30 March 2011 Romec Limited, a 51% owned subsidiary of the Group, disposed of its 99% shareholding in its subsidiary Romec Services Limited to Balfour Beatty plc which holds the 49% non- controlling interest in Romec Limited. As a result of this transaction, Balfour Beatty plc has been released from a contractual obligation that it had in relation to the pension funding for Romec Limited employees. Exposure Diesel and Jet US$ Euro Impact on operating profit of a 5% increase in price/weakening of sterling (before hedging) £m (loss)/gain Impact of no further change in price/rate on 2011-12 operating profit versus 2010-11 (post hedging) £m (loss)/gain (5) (2) (9) (21) Nil 1 On 9 June 2011, Government announced the passing of the Postal Services Bill. This confirms the Government’s intention to take on the historic pension deficit with effect from March 2012, and the intention to restructure the Group’s balance sheet in due course. It is anticipated that there will be a £21m adverse impact on profits arising from the change in effective (post hedging impact) diesel costs from 33ppl in 2010-11 to an anticipated 45ppl in 2011-12. Without hedging this adverse variance would be £36m (based upon closing fuel prices at 27 March 2011). Matthew Lester Chief Finance Officer Royal Mail Group 13 June 2011 The Group manages its interest rate risk by maintaining a mix of fixed and floating rate debt. At the year end 59% of loans were at fixed rate to maturity. Consequently (and taking into account financial assets held but excluding the pension escrow investments), an increase of 100 basis points to interest rates at the year end would result in an annual reduction to profit of £3m. The impact of such a change in rates to the pension escrow investments would affect equity and would offset to some degree the impact of the interest rate change on the pension liabilities. Counterparty risk is managed by limiting aggregate exposure to any individual counterparty based on their financial strength. 35 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Risk Management and Control Overview The Board believes that effective risk management and a sound control environment are fundamental to the Group. The system is designed to manage rather than eliminate the risk of failure as taking on risk is inherent in undertaking the commercial activities of the Group. There is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group in accordance with the guidance detailed by the Turnbull Committee as part of the Combined Code, including financial, operational, compliance risks and risks to reputation. The process incorporates both a top-down element (which collates Executive management/Board view of key risks) and a bottom-up element (which collates the views of the business units and functions on risks in their area). Taken together, these two perspectives are combined to form the Group risk profile. The process has been in place throughout the year and up to the date of approval of these financial statements. The responsibility for joint ventures and associates rests, on the whole, with the senior management of those operations. The Group monitors its investments and exerts influence through Board representations. Risk Environment In the main, the principal risks facing the Group have not changed. The Group has classified its principal risks into three main categories – Revenues and Costs; Government, Regulation and Legislation; and Financial: Revenues and Costs risks comprise those inherent within most postal operators, namely the ability or not for costs to be reduced as core traditional letter volumes decline as customers find alternative digital means to communicate and transact. Royal Mail is currently undergoing a large scale modernisation programme to improve productivity, safety, quality and culture and, as the independent Hooper review confirmed, successful implementation is vital to Royal Mail’s future viability. For more information see pages 7 and 8. The majority of the Group’s business is subject to regulation under the Postal Services Commission’s (Postcomm) Licence for Royal Mail, the Financial Service Authority (FSA) requirements for financial services offered through the Post Office and the Office of Communications (Ofcom) requirements for telecommunication services offered through the Post Office. The environment creates two areas of risk for Royal Mail and the Post Office: firstly, Royal Mail may not have the ability or flexibility to set prices at levels it considers commercial, and its ability to change the scope of services and range of products is restricted; secondly for both, any non- compliance with regulatory requirements may lead to financial penalties or other sanctions. The Group’s activities are wide, with significant assets in the form of property, equipment and vehicles and a substantial workforce. Changes to legislation can have significant impacts on the business and financial results. Recent legislation that has impacted Royal Mail includes the implementation of VAT on postal services and European work time directives. The Group is currently balance sheet insolvent, meaning its accounting liabilities are more than its assets, primarily due to pension liabilities. Royal Mail is currently wholly owned by UK Government, which is the sole source for lending for the Group. Any support given to the Group by Government in this area requires State Aid approval from the European Commission. Overall, the business is subject to uncertainties around going concern, and these are fully discussed in note 2. Risk Framework The Group-wide risk management framework includes risk governance, risk identification, measurement and management, and risk reporting. The Group’s approach to control is based on the underlying principle of line management accountability for internal control and for risk management. The Group recognises and uses the principle of the ‘Three Lines of Defence’, that is: a) primary controls over the risks to the business are located in the day to day operation b) these are supported by internal monitoring and oversight c) independent assessments by Internal Audit and others provide the third line. The process for risk identification and management consists of formal identification by management at each level of the Group of the key risks to achieving their business objectives and the controls in place to manage them. The likelihood and potential impact of each risk is evaluated. Risk management action plans are monitored at executive level to ensure key risks are being mitigated. The process includes a ‘top down’ and ‘bottom up’ element, which means that the views of top management and also units/functions are collated and brought together, in the Group risk profile, to form a comprehensive view of key risks in the organisation. The process also includes an annual certification by management that they are responsible for managing the risks to their business objectives and that the internal controls are such that they provide reasonable assurance that the risks are appropriately identified, evaluated and managed. The system of risk management and internal control is embedded into the operations of the Group, and the actions taken to mitigate risk or address any weaknesses are monitored. Risk Governance and the Board The Board has delegated responsibility for specific review of risk and control processes to the Audit & Risk Committee (ARC), and the ARC in turn has set up a sub-committee, the Corporate Risk Management Committee (CRMC), to help discharge its duties. The key responsibilities for risk and control among the Board, ARC, and CRMC are as follows: Board The Board is accountable for the risks taken by the Group. It is responsible for: • providing strategic direction on the appropriate balance between risk and reward • setting the ‘tone’ and culture for managing risk and embedding risk management • ensuring the most significant risks facing the organisation are properly understood and managed 36 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Risk Management and Control continued Audit & Risk Committee The Committee reports to the Board and meets as a minimum on a quarterly basis to: • Increased awareness of and sensitivity to ‘green’ issues, including use of paper, may impact customer and receiver sentiment and drive down usage of mail or increase switching to alternatives. • monitor and review the effectiveness of the risk management • Government and traditional bill payments transactions are processes and the control environment declining in the Post Office. • review the scope of work, authority and resources of the Internal Audit & Risk Management function • regularly review the Group risk profile • review the scope and work of the external auditor to ensure that it is appropriate and that the auditor is independent • review the Annual Report and Financial Statements, and the associated internal and external processes (including the above work of the external auditor) to ensure that the whole document presents an appropriate and balanced view of the business, its performance and its risks Corporate Risk Management Committee The Committee acts as a sub-committee to the Audit & Risk Committee and meets quarterly to: • support the business in ensuring proactive management of risks within the business • promote the establishment, communication and embedding of risk management throughout the business • receive and review analyses on specific key risks • review emerging risks Principal Risks and Uncertainties The Group uses a business-wide framework for the identification, assessment, treatment, monitoring and reporting of risk. The process helps support business objectives by linking into business strategy, identifying and reacting to emerging risks, and developing cost effective solutions for the management of risk. This process has been reviewed and refined and is now overseen by the Chief Executive. The following Group level risks have been identified and are actively being managed to support the long-term sustainability of the Group. Revenues and Costs Royal Mail, like other postal administrations, faces an inherent risk of core volume and revenue decline for a number of reasons: • Historically there has been a correlation between the state of the UK economy and level of mail volumes. Economic weakness or uncertainty will have a direct impact on mail volumes and consequently on Group revenues and profit. • The marketplace in which we operate continues to change, with substitution from the traditional letter to e-mails, text messaging and other digital media. • Our business customers want to continue to drive transactional mail (statement, bills and application forms) online to provide savings to their businesses. • Advertisers now have more and lower cost options than they used to, for example the internet has taken a 30% share which reduces direct mail volumes. Management has raised prices and is applying for further increases, and is actively working to simplify the product portfolio, enhance the customer experience, and develop new revenue streams. However, responses to structural decline are limited because Royal Mail’s cost base comprises mainly people costs and is largely fixed in nature. The workforce is heavily unionised and Royal Mail’s Universal Service Obligation (USO) requires a national collection and delivery network irrespective of volumes. Similarly, both the USO and Post Office network are designed to provide social cohesion and economic wealth and not maximisation of profit. Management agreed a 3 year pay and modernisation deal in 2010 with the postal union and its frontline workforce. In the past year, around 5,000 people have left UK businesses. Despite these initiatives, overall costs have not decreased as fast as revenue. Royal Mail is undergoing a significant, extensive modernisation programme including World Class Mail, and the success of business strategy relies on successful extraction of benefits from the programme. The business needs to successfully manage the deployment of this programme to drive modernisation and achieve sustainable benefits, including safety improvements, cost reductions and delivery of excellent quality of service to our customers. Failure to do so may lead to increased costs, potential fines and impact on our reputation and brand value. Government, Regulation and Legislation The Group is subject to regulatory requirements on its operations and the risk of penalties for non-compliance. Royal Mail’s Licence contains material restrictions on the operation of the business. These include: • Obligations over the delivery and collection of mail including mail integrity and quality of service; • Restrictions over the freedom to set prices and requirements to share intellectual property such as new innovations before products are launched; and • Obligations to give competitors access to the network. If Royal Mail breaches Licence conditions or other regulatory requirements it may be subject to financial penalties. In addition Post Office Limited has to satisfy the FSA’s requirements as an appointed representative of The Governor and Company of the Bank of Ireland who are regulated by the FSA in respect of investment, mortgage and insurance intermediation activity in the UK. It is also subject to anti-money laundering regulations issued under the Proceeds of Crime Act 2002 and enforced by HM Revenue and Customs. Post Office Limited is also licensed as a telephone service provider by Ofcom, which requires service providers to issue and adhere to Codes of Practice. 37 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Risk Management and Control continued Changes to European or domestic law can have a direct impact on the Group, such as the European Working Time Directive, International Financial Reporting Standards (IFRS), speed restrictions on the Group’s vehicles and increased liberalisation of the market for postal service providers. In response, Royal Mail has sought to agree a regulatory regime which allows the business to serve customers needs, protect the USO and build a sustainable business. The change in regulatory regime is now enshrined in the Postal Services Act, with the move of regulator from Postcomm to Ofcom. Financial The Group is facing a number of significant financial risks, including the requirement to fund a significant historical pension deficit, volatility in the overall pension obligation, and the ongoing need to restructure the business with limited funding. Note 2 to the financial statements provides full disclosure on the status of going concern in both Royal Mail Group Ltd and Post Office Limited. Internal Control and Internal Audit The Group operates a system of internal control, including operational, financial, and compliance controls, and risk management systems, to control the day-to-day operations of the Group’s activities. The key processes and controls comprise: 1 Key policies and documentation • Royal Mail’s activities are mandated by the Postal Services Act and are further bound by a postal service Licence which covers service standards, complaint handling, integrity of mail, access to postal facilities, accounting separation and process for postal services. • The Group’s Code of Business Standards sets the principles of professionalism and integrity for our people • Standard policies exist within each function including: - Royal Mail GAAP based on IFRS covering all accounting policies - HR policies covering people – recruitment, sickness, absence, disciplinary procedures and leavers - Authority limits delegated into each business unit to control day to day expenses combined with processes to procure, requisition and approve spend - Investment Appraisal policies to cover investment approvals - Compliance and regulatory policies set by Group Regulation - Standard operating procedures are followed at the frontline 2 Standard daily and monthly management accounting and payroll processes through centralised shared services for the UK businesses. This includes expenditure requisition and order review and approval by a list of appropriate approvers, generally under the Finance function 3 A budget prepared, reviewed and set once a year, providing annual clarity on the short-term strategies for each part of the Group. This, along with the delegated authorities, resets the levels of delegated spend in each area on an annual basis 4 Performance management reviews include production of weekly indicators and a pyramid of monthly balanced scorecards from front line operations to Holdings Board level which underpin quarterly reviews and the interim and year end results. The focus of these reviews is comparing actual in year results to budget, forecast and prior year 5 Five to ten year business plans are collated on a regular basis and submitted to both the Shareholder and the regulator as part of formal external processes such as regulatory framework reviews and State Aid applications. This provides regular opportunity for executive management and the Board to re-appraise/re-confirm long-term strategies and objectives for the Group 6 Self assessment of over 300 key processes A rolling self assessment of approximately 300 key financial and non-financial processes across all parts of the UK businesses, including commercial and operations, and within each key function 7 Sign off by executives Twice a year, Finance Directors provide a formal confirmation including: • business unit financial returns have been properly prepared and fairly present the financial position • Group accounting policies have been consistently followed • a system of internal controls has been maintained and that no significant deficiencies have been identified • that all events after the balance sheet date have been identified In addition, once a year executives confirm whether they are aware of any material related party transactions. 8 Specific and targeted Internal Audit work programme The effectiveness of the internal control system is reviewed regularly by Internal Audit & Risk Management (IA&RM), the Group’s independent internal audit function. IA&RM reports to the Audit & Risk Committee (ARC) and provides assurance to executive management and the Board on the effectiveness of the internal control system. Internal Audit reports include an action plan where issues have been identified, and progress against action plans is regularly tracked and reported. IA&RM establishes and agrees with the ARC an annual plan of assignments and activities based on discussions with the Board and management, and also taking into account known issues in the business and the postal industry. 9 External audit and other reviews There are a number of external audits and reviews that take place during the year to provide management, the Board and the regulator with assurance on specific matters, including: • The external auditor performs a statutory year end audit • The external auditor performs an audit of the regulatory accounts and in conjunction with economic consultants performs a review of the price control submissions to the regulator as part of Licence Conditions 15 and 21 requirements • The external auditor confirms that the statement to the regulator on ‘necessary resources’ is consistent with their audit findings, as part of Licence Condition 16 requirements • End to end quality of service is reviewed by an independent accounting firm, as part of Licence Condition 4 requirements • The USO daily collections and deliveries reporting systems are reviewed by an independent accounting firm, as part of Licence Condition 4 requirements 38 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Royal Mail Holdings plc Board Chairman Donald Brydon CBE (66) Donald Brydon is Chairman of the Royal Mail Group and Smiths Group plc. He had a 20- year career with Barclays Group, during which time he was Chairman and Chief Executive of BZW Investment Management and acting Chief Executive of BZW followed by ten years with the AXA Group including holding the posts of Chairman and Chief Executive of AXA Investment Managers and Chairman of AXA Framlington. He has also recently been Chairman of the London Metal Exchange, Amersham plc, Taylor Nelson Sofres plc and the ifs School of Finance and a Director of Allied Domecq plc and Scottish Power plc. He is a past Chairman of EveryChild. Non-executive Directors David Currie (64) Lord David Currie was appointed to the Board in January 2009. He was the founding Chairman of Ofcom (2002 – April 2009), Deputy Dean of London Business School and Dean of Cass Business School, City University. He is Chairman of the International Centre for Financial Regulation and of Semperian PPP Investment Partners Holdings Ltd, and sits on the boards of the accountancy firm BDO, the Dubai Financial Services Authority, IG Group plc, and the London Philharmonic Orchestra. Previous appointments include positions with Nomura, Terra Firma, Unisys, T-Systems and on the boards of Abbey National plc and Ofgem. Nick Horler (52) Nick Horler joined the Board in April 2010. He was previously Chief Executive Officer of Scottish Power and has held senior strategic roles in major companies both in the UK and abroad. Cath Keers (46) Cath Keers was appointed to the Board in June 2010 as a non-executive Director. She is a non-executive Director of Telefonica Europe, the insurance group LV= and The Children’s Mutual. She was previously Customer Director and Marketing Director of 02 UK. Paul Murray (49) Paul Murray joined the Board in August 2009 and is Chair of the Audit and Risk Committee. Paul is also Audit Committee Chairman at Qinetiq plc and is a Trustee of Pilotlight. He was previously Senior Independent Director of Taylor Nelson Sofres plc and has also been Group Finance Director of Carlton Communications plc and of LASMO plc. Les Owen (62) Les Owen joined the Board in January 2010. Les is a qualified actuary with 35 years experience in the financial services industry. From 2000 to 2006 he was the Group Chief Executive Officer of AXA Asia Pacific Holdings Limited and responsible for AXA’s Asian life insurance and wealth management operations. Prior to this he was Chief Executive of AXA Sun Life plc. He was a member of the Global AXA Group Executive Board. Les is currently non-executive Chairman of Jelf Group plc and a non- executive Director of Post Office Limited, Computershare, CPP Ltd, Just Retirement Ltd and of Discovery Holdings, a South African listed health and life insurer. Orna Ni-Chionna (55) Orna Ni-Chionna was appointed to the Board in June 2010. She became Chair of the Remuneration Committee and Senior Independent Director in April 2011. She is a former Partner at McKinsey & Company, where she specialised in serving retail and consumer clients. She is currently the Senior Independent Director of HMV plc. She was, until recently, the Senior Independent Director of Northern Foods plc and of BUPA and was a non-executive Director of the Bank of Ireland UK Holdings plc and Bristol & West plc. She is Chair of Trustees of the Soil Association. Directors who retired from the Board Baroness Prosser OBE 31.10.10 Richard Handover CBE 30.03.11 Paula Vennells (52) Paula Vennells was appointed Managing Director of Post Office Limited in October 2010, having been its Chief Operating Officer. She joined in 2007 from Whitbread plc where she was Group Commercial Director. She has held Marketing, Strategy & Sales Director roles with large retailers Argos/GUS, Dixons Stores Group and started her career with Unilever. Paula is also a non-executive Director & Trustee for Hymns Ancient and Modern Group. Directors who left during the year Adam Crozier 31.03.10 Ian Duncan 15.06.10 39 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Royal Mail Holdings plc Board continued Executive Directors Moya Greene (56) Moya Greene was appointed Chief Executive Officer in July 2010, previously having been President and Chief Executive Officer of Canada Post Corporation since 2005. Whilst there she led a wide-ranging transformation programme to increase quality of service and efficiency across the organisation. Prior to joining Canada Post she held senior roles at companies including Bombardier Inc and TD Bank. Mark Higson (55) Mark Higson joined the Company in November 2007. He is the Managing Director, Operations and Modernisation and is a member of the Group Executive Team. Mark was previously divisional Chief Executive and Group Operations Director of BPB plc. Prior to that, he held senior positions at Courtaulds plc, including CEO at its UK Coatings division. He has also worked at HJ Heinz and British Aerospace. Matthew Lester (47) Matthew Lester was appointed as Chief Finance Officer in November 2010. He was previously Finance Director of ICAP plc for four years. Prior to this he worked for Diageo plc in a number of senior finance roles including Group Financial Controller. He is a non-executive Director of Man Group plc. David Smith (46) David Smith was appointed to the Board in April 2010. He is Chief Customer Officer having been Managing Director of Post Office Limited and Managing Director of Parcelforce Worldwide. David joined Royal Mail Group in 2002, initially as Finance Director of Royal Mail’s Business Sales division before being appointed as Finance Director of Parcelforce Worldwide in January 2003 and then Managing Director of Parcelforce Worldwide. He is a qualified chartered accountant and, prior to 2002, held a number of financial and commercial positions in the electronics industry, including Finance Director of RS Components UK. 40 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Directors’ Report The Directors present the Group financial statements for Royal Mail Holdings plc. These financial statements relate to the year ended 27 March 2011 (2010 year ended 28 March 2010). Principal activities The Group provides a nationwide and international distribution service, principally of mails and parcels. The Group also provides access to a wide range of financial and retail services through its network of Post Office branches across the United Kingdom. Review of the business and future developments A review of the Group’s business and future developments is presented in the Chairman’s Statement and pages 5 to 34. Results and dividends The loss before taxation amounted to £152m (2010 £262m loss). After taxation, the loss was £258m (2010 £320m loss). Of the loss after taxation, £1m profit (2010 £1m profit) is attributable to non controlling interest. The Directors do not recommend a dividend (2010 £nil dividend). Directors The names and biographies of the current Directors appear in the Royal Mail Holdings plc Board section pages 38 to 39. Political and charitable contributions During the year the Group made charitable contributions of £2m (2010 £2m). No political contributions were made in the year (2010 £nil). Research and development Research and development expenditure during the year amounted to £nil (2010 £nil). Policy on the payment of suppliers The policy of the Company and its principal operating subsidiaries is to use their purchasing power fairly. Payment terms are agreed in advance for all major contracts. For lower value transactions, the standard payment terms of the supplier apply. It is the Company’s policy to abide with the agreed terms. The Company and its principal operating subsidiaries in the UK have sought to comply with the Department for Business, Innovation and Skills (BIS) Better Payment Practice Code. As the Company is a non-operating company, the creditor days are zero. The creditor days of the operating subsidiaries are set out in their financial statements. Land and buildings The net book value of the Group’s land and buildings, based upon a historic cost accounting policy and excluding fit-out, is £690m (2010 £749m). In the opinion of the Directors, the aggregate market value of the Group’s land and buildings exceeds this net book value by £480m (2010 £460m). Financial instruments Details of financial risk management objectives and policies and financial instruments are shown in note 24 and note 25 respectively. Directors and their interests The Directors of the Company and details of changes during the year are given on page 46. The Secretary of State appoints the Chairman; all other Directors are appointed by the Company with the Secretary of State’s consent. UK Government is the Company’s sole shareholder and accordingly the Directors have no interest in shares of the Company. Audit information The Directors confirm that, so far as they are aware, there is no relevant audit information of which the auditor is unaware and that each Director has taken all reasonable steps to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. Qualifying third party indemnity provisions for Directors A partial qualifying third party indemnity provision (as defined in section 234 of the Companies Act 2006) was and remains in force for the benefit of all the Directors of the Company and former Directors who held office during the year. The indemnity is granted under article 129 of the Company’s Articles of Association. The indemnity is partial in that it does not allow the Company to cover the costs of an unsuccessful defence of a third party claim. People The Group employs over 176,000 people (2010 approximately 181,000) in our wholly owned subsidiaries. An analysis of the Group headcount is shown in note 4 to the financial statements. Our people are our ambassadors, our brand and our service. The Group’s policy is to encourage effective communication and consultation between our people, particularly on matters relating to strategy, financial and economic factors that may influence their business unit’s performance. This is achieved through the use of an extensive range of communication channels, including our employee opinion survey, magazines, briefings, open forums, TV screens and an intranet website. Our people have various bonus schemes, significant elements of which are based on business-related targets. We actively encourage continuous training and skill development for all our people to ensure achievement of corporate and individual objectives. Management development and training programmes have been designed to attract and retain the best. The Group has worked with the unions to introduce several innovative working practices to improve efficiency. Corporate Responsibility The Group is committed to carrying out its activities in a socially responsible manner in respect of the environment, employees, customers and local communities. Details are provided on pages 15 to 16. The Group publishes an annual report of its activities. Further details of our CR governance structure and activities will be available in our 2011 CR Report when it is published. Disabled employees The Group’s policy is to give full consideration to applications for employment from disabled persons. Employees who become disabled whilst employed receive full support through the provision of training and special equipment to facilitate continued employment where practicable. The Group provides training, career development and promotion to disabled employees wherever appropriate. Going concern After analysis of the financial resources available, cash flow projections and the material uncertainties facing the Group the Directors consider that it is appropriate to prepare the financial statements on a going concern basis. Further details are provided under Funding in note 2 to the financial statements. Auditor A resolution to reappoint Ernst & Young LLP as auditor will be put to the Annual General Meeting. By Order of the Board Jon Millidge Company Secretary 13 June 2011 41 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Corporate Governance Statement by the Directors on compliance with the Combined Code The Board is committed to high standards of Corporate Governance and supports the Combined Code on Corporate Governance (the Code), published in July 2003 and revised in June 2008. The Company has fully complied with the provisions set out in section 1 of the Code during the year in so far as they are appropriate to a public company with a single shareholder. The following statement is intended to explain our governance policies and practices in light of the Code principles and provisions and to provide insight into how the Board and management run the business for the benefit of the Shareholder. The Board The Board is responsible for setting the objectives and strategy of the Group and for monitoring performance. At the end of the year, the Board comprised a Chairman, five executive Directors and seven non-executive Directors. The biographies of each of the Directors, setting out their current roles, commitments and previous experience, are on pages 38 to 39. The Board met on ten occasions during the course of the year under review. The Board has defined those matters that are reserved exclusively for its consideration. These include the approval of strategic plans, financial statements, acquisitions and disposals, major contracts, projects, and capital expenditure. It delegates responsibilities to the Board Committees detailed below. For each scheduled meeting of the Board, the Company Secretary, on behalf of the Chairman, collates and circulates the papers, aiming to allow sufficient time for the Directors to review the information provided. The Board is confident that all its members have the knowledge, talent and experience to perform the functions required of a Director of the business. Executive Directors have rolling 12-month contracts and non-executive Directors are generally appointed for three-year terms. The Board considers that each of the non-executive Directors is independent. This means that in the view of the Board, they have no links to the executive Directors and other managers, and no business or other relationship with the Company that could interfere with their judgement. There is also a clear division of responsibilities between the Chairman and the Chief Executive. Performance evaluation of the Board, its Committees and individual Directors takes place on an annual basis with the support of the Company Secretary. This year’s evaluation was conducted using a combination of questionnaires and a full Board discussion. A performance evaluation of the Audit and Risk Committee has been conducted by the Chairman of the Committee. Other committees are undertaking a review of their terms of reference. Directors may take independent professional advice in the furtherance of their duties, at the Group’s expense. All Directors have access to the advice and services of the Company Secretary, the appointment and removal of whom is a matter for the Board as a whole. All Directors appointed by the Board are required by the Company’s Articles of Association to be elected by the Shareholder at the first AGM after their appointment. All Directors will be standing for annual re-election at this year’s Annual General Meeting. On appointment, the Directors take part in an induction programme in which they receive information about the Group, the role of the Board and matters reserved for its decision, the role of the principal Board Committees, the Group’s Corporate Governance arrangements and the latest financial information about the Group. This is supplemented by visits to key business locations. The Group engages in two-way communication with the Shareholder to discuss information on its strategy, performance and policies. The Board receives feedback on these meetings from the Directors attending them. Number of meetings during the year* Chairman Donald Brydon Executive Moya Greene Mark Higson Matthew Lester David Smith Paula Vennells Non-executive David Currie Richard Handover Nick Horler Cath Keers Orna Ni-Chionna Paul Murray Les Owen Former Directors Ian Duncan Baroness Prosser Board 10 10(10) 8(8) 10(10) 5(5) 10(10) 5(6) 10(10) 9(10) 9(10) 8(9) 8(9) 10(10) 7(10) 1(1) 5(5) Audit and Risk Committee Remuneration Committee Nomination Committee 5 - - - - - - 5(5) 3(5) 1(3) 3(3) 2(3) 5(5) 3(3) - - 5 1 5(5) 1(1) - - - - - 4(4) 5(5) 3(4) 4(4) 4(4) 4(4) 4(4) - 3(3) - - - - - 1(1) 0(1) 1(1) 1(1) 1(1) 1(1) 1(1) - - * During the year, the Directors attended the following number of meetings of the Board and its main Committees with the maximum number that each could have attended shown in brackets. 42 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Corporate Governance continued Outside appointments The Board believes that there are significant benefits to both the Group and the individual from executive Directors accepting non-executive Directorships of companies outside of the Group. The Board’s policy is normally to limit executive Directors to one non-executive Directorship, for which the Director may retain the fees (see the Directors’ Remuneration Report on pages 45 to 48 for details). Board Committees The following Committees deal with specific aspects of the Group’s governance. The full terms of reference for each of the principal Committees are available on the Company’s website www.royalmailgroup.com or on written request from the Company Secretary. The details of Committee membership shown are as at 27 March 2011. Chief Executive’s Committee Chair Membership Role Group Executive Team Chair Membership Role Moya Greene Stephen Agar (Director, Regulated products), Rico Back (CEO, GLS), Mark Higson (Managing Director, Operations and Modernisation), Matthew Lester (Chief Finance Officer), Alex Smith (Director of Business Development & Technology), David Smith (Chief Customer Officer). The Committee is responsible for all the key areas of commercial activity within Royal Mail. The Chief Executive’s Committee (CEC) meets twice a month. The role of the CEC is to manage the overall framework of financial risk & business controls to meet shareholder, Regulatory and legal requirements. Moya Greene Stephen Agar (Director, Regulated products), Rico Back (CEO, GLS), Paul Bates (Managing Director Wholesale), Paul Budd (Director, Internal Communications), John Duncan (Group HR Director), Derek Foster (Internal Audit and Risk Management Director), Dale Haddon (Deputy Group HR Director), Kath Harmeston (Director of Procurement), Mark Higson (Managing Director, Operations and Modernisation), Matthew Lester (Chief Finance Officer), Jon Millidge (Company Secretary), Shane O’Riordain (Director of Communications), Frank Schinella (Deputy Chief Finance Officer), Alex Smith (Director of Business Development & Technology), David Smith (Chief Customer Officer), Dick Stead (Managing Director, Parcelforce Worldwide), Jeff Triggs (Interim General Counsel), Paula Vennells (Managing Director, Post Office Limited), Sue Whalley (Director of Regulation and Government Affairs). The Committee meets every three months and its responsibilities are to develop and monitor deployment of the Group’s strategy and consider overall performance of the Group. The Royal Mail Holdings plc Board has delegated authority to the Investment Committee of the Group Executive Team to make investment decisions of up to £20m. The Investment Committee meets monthly. 43 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Corporate Governance continued Audit and Risk Committee Chair Membership Paul Murray All non-executive Directors Role The Board is confident that the collective experience of the Audit and Risk Committee members enables them, as a group, to act as an effective Audit and Risk Committee. The Committee also has access to the financial expertise of the Group and its auditor, and can seek further professional advice at the Group’s expense if required. The Committee, which is assisted by the Corporate Risk Management Committee, provides a forum for reporting by both internal and external auditors and is responsible for a wide range of matters including: • to monitor the integrity of the financial statements of the Group; • to review the Group’s internal financial control system and, unless addressed by the Corporate Risk Management Committee or by the Board itself, internal control and risk management systems; • to monitor and review the effectiveness of the Group‘s Internal Audit function; • to recommend to the Board for shareholder approval the appointment of the external auditor, and to approve its remuneration and terms of engagement; • to monitor and review the external auditor’s independence, objectivity and the effectiveness of the audit process; • to develop and implement policy on the engagement of the external auditor to supply non-audit services; and • where the Committee’s monitoring and review activities reveal cause for concern or scope for improvement, to make recommendations to the Board or management on action needed to address the issue. Audit & Risk Committee Report See Risk Management and Control on pages 35 to 37. Non-audit services provided by the external auditor In some cases the nature of advice required makes it more timely and cost effective to select the external auditor who already has a good understanding of the Group. In order to maintain the objectivity and independence of the external auditor, the Committee has determined what work can be provided by the external auditor and the associated approval processes associated with the auditor. The Committee monitors the level of non-audit fees paid to the external auditor. 44 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Corporate Governance continued Remuneration Committee Chair Membership Role Richard Handover Chairman and all non-executive Directors The Committee’s responsibilities include: • to determine and recommend for the Board’s approval, the framework for the remuneration of the senior executives of the Group; • to determine the individual remuneration arrangements for the Chairman, the executive Directors and the Company Secretary, subject where necessary to the consent of the Secretary of State; and • to agree the targets for any performance-related incentive schemes applicable to senior executives. Remuneration Committee Report See pages 45 to 48. Nomination Committee Chair Membership Role Donald Brydon All non-executive Directors The Committee’s responsibilities include: • to lead a formal, rigorous and transparent process for appointments to the Board of the Company, to the boards of subsidiaries and to other senior executive positions; • to advise the Board on succession planning for the positions of Chairman, Chief Executive and all other Board appointments and other senior appointments; and • to keep under review the balance of Board membership to ensure that it has the required mix of skills, knowledge and experience. Nomination Committee Report The Committee met formally on one occasion during the year but had met informally on many occasions during the course of the year in order to progress the appointments of the executive members of the Board. The Committee’s main focus was on the selection and recruitment of Directors and other senior executives. The Committee took external advice from executive search consultants and considered internal candidates where appropriate. All Board appointments require the consent of the Shareholder. Pensions Committee Chair Membership Matthew Lester John Duncan (Group HR Director), Jon Millidge (Company Secretary), Les Owen (non-executive Director) The Committee’s responsibilities include: • to review funding, benefits, scheme structure and strategic developments impacting on the Group’s occupational pension schemes; and • to represent the Group in discussions with the Trustees of the Group’s occupational pension schemes. Statement by the independent non-executive Directors A number of structured processes exist throughout the Company to support good governance. All the non-executive Directors are members of all the principal Board Committees: Audit and Risk, Nomination and Remuneration, which gives each of them insight into a cross-section of important areas, and informs Board discussions. The independent non-executive Directors are satisfied that the Company’s corporate governance controls have been effective throughout the financial year ended 27 March 2011. Orna Ni-Chionna Senior Independent Director 45 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Directors’ Remuneration Report The Company’s remuneration policy and practices follow the UK Corporate Governance Code (formerly known as the Combined Code). This report explains the Committee’s policy and gives details of the current remuneration practices in accordance with the Directors’ Remuneration Report Regulations, in so far as Royal Mail as a non-listed company can comply with them. In line with the Regulations, the following parts of the report have been audited: • Directors’ emoluments with respect to 2010-11; • Performance-related, annual bonuses outturn for 2010-11; and • Pensions. The Remuneration Committee The Board has overall accountability for executive remuneration and the terms of the service contracts offered to all executive Directors but these also require the consent of the Secretary of State for Business, Innovation and Skills. The Secretary of State also gives consent for the remuneration arrangements for non-executive Directors. The Remuneration Committee’s role is to approve the remuneration policy for executive Directors and their immediate reports and to approve recommendations on their salary, benefits, bonuses and other terms and conditions of employment. The Remuneration Committee is made up of independent non- executive Directors and the Chairman of the Board. Membership of the Committee is given on page 44. The Chief Executive and the Group HR Director may attend Committee meetings by invitation. They are not present at the discussion of their own remuneration. Advice to the Remuneration Committee The Committee calls for information and advice from inside and outside the Group. It has taken advice from time to time from independent professional organisations that are best able to assist it on the particular topic under discussion. During 2010-11, information on the external marketplace was obtained from Monks Partnership (a trading name of PricewaterhouseCoopers), Deloitte LLP, Hay Management Consultants, Kepler Associates and Towers Watson Limited. Internal support is provided by the Group HR Director, John Duncan and the Company Secretary, Jon Millidge. Other advice and information has been provided by specialists from the HR and Finance functions. The Chairman and the Chief Executive have given information to the Committee on the performance of key executives. During the year Towers Watson Limited provided the Company with advice on pensions and actuarial matters. Remuneration Policy The Company’s objectives on Directors’ remuneration are that: • the overall remuneration package should be sufficiently competitive to attract and retain executives with sufficient commercial experience to run a large, complex business in a highly challenging context; • a significant proportion of the remuneration package should be dependent on performance - both short and long-term; and • incentives should be designed so that they align the interests of senior executives, customers and the Shareholder. The Committee’s policy for senior executives takes into account pay and employment conditions elsewhere in the Group, including those of frontline postmen and women. The Committee regularly reviews the benefits package offered to its key executives. The Committee aims to ensure that the package is reasonable in the circumstances and that it follows accepted best practice. It is mindful of public concerns about remuneration levels, particularly in the current economic climate. The Main Components of Remuneration The main components of remuneration for executive Directors for 2010-11 were: basic salary, an annual performance-related bonus, pension or pension allowance and other benefits such as a company car and private medical insurance. A Long-Term Incentive Plan was also discussed with executive Directors but its duration and detail have not yet been finalised with the Secretary of State. Base Salaries The Committee believes that base salaries should be set at levels that are enough to recruit and retain executives of proven ability to manage a very large and complex company which faces many challenges. In making its judgement, the Committee considers information from several sources so that a fair comparison can be made with enterprises of a similar size and complexity to the Company. This data is provided by independent consultancies, usually based on the published annual reports of other organisations. Increases are recommended only where the Committee believes that it is necessary to reflect contribution, increased individual responsibilities and market levels. The Secretary of State’s consent is required for all material changes to Directors’ remuneration. In the light of the difficult economic circumstances no general increases to base salary were awarded to Board members in respect of the 2010-11 salary review. No increases had been awarded in 2009-10 either. In 2008 it had been agreed that the salaries of Ian Duncan and Alan Cook would increase to £350,000 and £300,000 a year respectively. These increases were to apply in two phases, with the second due on 1 July 2009. At the request of Ian Duncan and Alan Cook, these second increases were postponed for implementation on 1 July 2010 but in fact both individuals left the Company before that date. Performance-related Annual Bonus In 2010-11, the bonus potential for the Chief Executive was 100% of base salary. For the Chief Finance Officer it was 60% for on-target performance, rising to a maximum of 100% of salary in the event of exceptional results. In the case of the other executive Directors the figures were 48% and 80% respectively. For all executive Directors the factors driving annual bonus were profit, cash, quality of service and personal objectives agreed by the Remuneration Committee. The measures were changed at the beginning of the year to include cash management in the light of the Company’s changing priorities. As the Chief Executive and Chief Finance Officer joined the Company during the financial year it was agreed that their bonus plan should depend on the achievement of Personal Objectives only. Adverse weather and the disruption to air transport caused by ash from the Eyjafjallajökull volcano had an effect on quality of service during the year, as did the changes necessary to modernise working practices. Executive Directors also participate in the ColleagueShare plan on the same terms as all other eligible employees. This is explained in note 2 on page 61. Long-Term Incentive Plan The Committee discussed a Long-Term Incentive Plan (LTIP) with executive Directors but its duration and detail have not yet been finalised with the Secretary of State. 46 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Directors’ Remuneration Report continued Full details of the previous LTIP were included in last year’s Annual Report. The plan lasted for three years and combined annual awards related to Return on Total Assets with a waiver of a proportion of annual bonuses, all of which were subject to a final factor which reflected cumulative Return on Total Assets over the three year performance period. Benefits Benefits include the provision of a company car and health insurance, or the cash equivalent of any benefits not taken. The Chief Executive is eligible for two return flights to Canada each year and financial advice. Relocation expenses are paid where applicable. Fixed and Performance-related elements of executive Directors’ remuneration (excluding pensions) For 2010-11, 46% of Directors’ potential annual earnings related to fixed elements whilst 54% related to annualised performance elements. For the Group Chief Executive and Chief Finance Officer 42% was fixed and 58% was variable. The elements of remuneration at risk to performance are those available through the Long-Term Incentive Plan and the performance-related annual bonus. Directors’ emoluments in respect of 2010-11 The following table summarises the remuneration of Board members in respect of 2010-11: Chairman Donald Brydon Executive Moya Greene2 Mark Higson Matthew Lester6 David Smith7 Paula Vennells9 Non-executive Lord Currie Richard Handover10 Nick Horler11 Cath Keers12 Paul Murray Orna Ni-Chionna13 Les Owen Former Directors Alan Cook14 Adam Crozier15 Ian Duncan16 Baroness Prosser17 Total 2011 Total 2010 Annua salary /fees £000 Salary/fees paid in year £000 Performance related bonus £000 Cash supplement in lieu of pension £000 Benefits £000 2011 £000 20101 £000 200 200 - - - 200 200 498 428 428 250 225 40 65 40 40 50 40 40 282 633 325 50 3,634 2,201 350 428 146 250 99 40 63 37 31 51 31 37 - 5 70 32 142 72 54 708 33 1453 15 5 12 4 - - - - - - - - - - - - - - - - - - - - 2 - 1,870 2,132 371 554 183 69 -4 171 60 31 11 - - - - - - - - 2 15 - 304 571 637 686 265 363 147 40 63 37 31 51 31 37 - 7 87 32 2,714 - 1,7335 - - - 38 65 - - 34 - 6 1,2525 2,4285 1,3965 55 7,207 1 For executive Directors this includes LTIP and deferred bonuses 2 Moya Greene was appointed on 15 July 2010 3 This includes the cost of international relocation 4 Details of Moya Greene’s pension arrangements are given on page 48 5 Includes LTIP payments in respect of 2007-2010: Mark Higson £1,012,000, Alan Cook £768,000, Adam Crozier £1,570,000 and Ian Duncan £888,000 6 Matthew Lester joined the Board on 24 November 2010 7 David Smith was promoted to the Board on 6 April 2010 and left the Board on 13 June 2011 8 Will be paid at a later date subject to compliance with the conditions set out by the Remuneration Committee 9 Paula Vennells was promoted to the Board on 18 October 2010 10 Richard Handover left the Board on 31 March 2011 11 Nick Horler joined the Board 1 April 2010 12 Cath Keers joined the Board 1 June 2010 13 Orna Ni-Chionna joined the Board on 1 June 2010 14 Alan Cook left then Board on 15 March 2010 15 Adam Crozier left the Board on 31 March 2010 16 Ian Duncan left the Board on 15 June 2010 17 Baroness Prosser left the Board 31 October 2010 The figures in the table represent the qualifying emoluments earned and receivable by anyone who has served as a Director at any time during the financial year, whenever paid. Such emoluments are normally paid in the same financial year with the exception of the annual performance-related bonus, which is paid in the year following that in which it is earned. 47 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Directors’ Remuneration Report continued Performance-related Annual Bonuses Outturn for 2010-11 Information on the annual bonus plan is given on page 46. Bonus payments are significantly below the on-target levels in the light of the Group’s performance. The non-executive Directors have service contracts but do not have employment contracts. The service contract dates for the non- executive Directors who have served during the year are as follows: Executive Directors’ Outside Appointments The Board permits executive Directors to hold outside appointments as non-executive Directors, subject in each case to Board approval. Directors may retain fees from any such Directorships. Non-executive Directors Date of contract Expiry date of current service contract Unexpired term (months) The annual fees received by executive Directors as at 27 March 2011 in respect of their non-executive Directorships are shown in the table below: Directorship Adam Crozier Debenhams plc Moya Greene Tim Hortons * Sterling equivalent of payments received in the year 2011 £000 – 22* 2010 £000 50 – Contracts The Committee’s policy is that executive Directors appointed to the Board are given notice periods of one year, and that they must give six months’ notice of departure. The Committee has a defined policy on compensation and mitigation, to be applied in the event of a Director’s contract being prematurely terminated. In such circumstances, steps would be taken to ensure that poor performance is not rewarded. The rolling service contracts and letters of appointment of the Directors include the following terms as at 27 March 2011: Date of contract Expiry date of current employment contract Unexpired term (months) Chairman Donald Brydon 26 March 2009 25 March 2012 Executive Directors Moya Greene* 15 July 2010 Mark Higson 5 November 2007 Matthew Lester 24 November 2010 David Smith 6 April 2010 Paula Vennells 16 November 2010 - - - - - 12 12 12 12 12 12 * Moya Greene’s contract provides that if the Company terminates her employment at any time during the first 18 months of her contract she will receive 18 months of base salary in lieu of notice together with one year’s on-target annual bonus. Lord Currie 1 January 2009 31 December 2011 Baroness Prosser# Richard Handover* Nick Horler Cath Keers 1 November 2004 31 October 2010 1 January 2003 31 March 2011 1 April 2010 31 March 2013 1 June 2010 31 May 2013 Paul Murray 1 August 2009 31 July 2012 Orna Ni-Chionna 1 June 2010 31 May 2013 Les Owen 27 January 2010 26 January 2013 # Baroness Prosser left the Board on 31 October 2010 * Richard Handover left the Board on 31 March 2011. 9 – - 24 26 16 26 22 The Company is committed to the service contracts for the remaining term of appointments, subject to annual review and notice, for non-executive Directors, including the Chairman. Non-executive Directors The fees paid to the Chairman are determined by the Secretary of State. Fees for the non-executive Directors are determined by the executive Directors and are submitted to the Secretary of State for approval. Independent market surveys are consulted in determining them. Pensions The Group has a liability to pay pensions in respect of Directors’ services and, for some executive Directors, makes contributions to pension schemes for this purpose. The Company pays a cash supplement to Directors whose contributions to the Company scheme are restricted by the scheme-specific earnings cap. The Company continues to apply the scheme-specific earnings cap, indexed by inflation each year, as a constraint on the amount of salary that is pensionable through the Company scheme. The Royal Mail Senior Executives’ Pension Plan (RMSEPP) is closed to new members. Existing members accrue service on a career average basis on the basis of a retirement age of 65. Current executive Directors who are members of the plan are subject to a cap on pensionable earnings which for 2010-11 was £123,600. Details of RMSEPP are set out in note 26 to the financial statements. The Plan is a funded, Inland Revenue-registered defined benefit occupational pension scheme. It provides for a pension on a final salary basis for service up to 31 March 2008 and for subsequent service on a career salary basis. The pension is payable from normal retirement age (currently age 65) and is subject to the maximum pensionable service and the scheme-specific earnings cap. Pensions in payment are increased annually in line with the Retail Prices Index (RPI), subject in some cases to a cap of 5%. Pensions are also payable to dependants on the death of the member and a lump sum is payable if death in service occurs. 48 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Directors’ Remuneration Report continued For senior executives’ whose membership of the Plan (RMSEPP) is restricted by the earnings cap (£123,600 for 2010-11), pension provision is made by a combination of the Company scheme and a cash pension supplement or its equivalent. David Smith and Paula Vennells receive a cash supplement of 25% of base pay above the earnings cap. Mark Higson and Matthew Lester are not members of the Plan and receive a cash supplement of 40% of base pay. For the Chief Executive the Company makes a contribution to a UK HMRC approved pension plan and promises to pay her after leaving the Company a sum that accumulates monthly during employment as if it were invested in Government securities The following table is designed to indicate the increase in the value of Directors’ accrued benefits during the period. The transfer value is calculated on the basis of actuarial advice in accordance with Actuarial Guidance Note GN11 and excludes Directors’ contributions. Executive Directors David Smith Paula Vennells Accumulated accrued benefit at 28 March 2010 £ Increase in accrued benefits during the period £ Age at Year end Increase in accrued benefits during the period (net of inflation) £ Transfer value of increase before inflation less Directors’ contributions £ 46 52 20,937 10,244 2,671 1,204 2,076 1,072 16,800 11,337 The following table is designed to assess the change in transfer values during the year, taking into account movement in investment market conditions. Falls in market values may generate a negative movement in the transfer values. Executive Directors David Smith Paula Vennells Transfer value at 28 March 2010 or at date of appointment to Board if later £ Age at Year end Plus transfers-in received £ Transfer value at 27 March 2011 £ Movement in the period less Directors’ contributions £ Sub total £ 46 52 304,441 184,843 - - 304,441 347,629 36,388 184,843 194,384 6,451 The transfer values disclosed represent a potential liability of the pension plan rather than any remuneration due to the individual and cannot be meaningfully aggregated with annual remuneration, as it is not money the individual is entitled to receive. Moya Greene has been provided with contributions of £20,000 to an HMRC approved defined contribution pension plan in respect of service during the 2010-11 financial year. For 2010-11 the Company has also made her an unfunded promise currently accrued at £120,611 to be paid on her ceasing to be employed. The value of this promise will fluctuate as if it had been invested in UK 5-year gilts. Tony McCarthy, a former Director, is in receipt of an annual payment of £43,111 as a result of an unfunded unapproved pension promise made to him on when he joined the Company. Orna Ni-Chionna Remuneration Committee Chair 13 June 2011 49 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Statement of Directors’ responsibilities in relation to the Group financial statements The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • • state whether the applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained by the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Moya Greene Matthew Lester 50 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Independent Auditor’s Report to the members of Royal Mail Holdings plc We have audited the Group financial statements of Royal Mail Holdings plc for the year ended 27 March 2011 which comprise the Consolidated income statement, the Consolidated statement of comprehensive income, the Consolidated statement of changes in equity, the Consolidated balance sheet, the Consolidated statement of cash flows and the related notes 1 to 30. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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. Respective responsibilities of directors and auditors As explained more fully in the Directors’ Responsibilities Statement set out on page 49, the Directors are responsible for the preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Group financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report and Financial Statements to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the Group financial statements: • • • give a true and fair view of the state of the Group’s affairs as at 27 March 2011 and of its loss for the year then ended; have been properly prepared in accordance with IFRSs as adopted by the European Union; and have been prepared in accordance with the requirements of the Companies Act 2006. Emphasis of matter – going concern In forming our opinion, which is not modified, we have also considered the adequacy of the disclosures made in note 2 to the financial statements concerning the Group’s ability to continue as a going concern. The conditions described in note 2 indicate the existence of material uncertainties which may cast significant doubt about the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the Group financial statements are prepared is consistent with the Group financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Other matter We have reported separately on the parent company financial statements of Royal Mail Holdings plc for the year ended 27 March 2011. That report includes an emphasis of matter. Alison Duncan (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 13 June 2011 51 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Consolidated income statement for the year ended 27 March 2011 and 28 March 2010 Continuing operations Turnover Network Subsidy Payment Revenue People costs excluding ColleagueShare and restructuring costs Distribution and conveyance operating costs Other operating costs Share of post tax profit from joint ventures and associates Operating profit before exceptional items Modernisation costs – operating exceptional items ColleagueShare – ‘share’ scheme value - dividend - business transformation Restructuring costs Impairments Operating profit after modernisation costs before other operating exceptional items Other operating exceptional items Operating (loss)/profit Profit on disposal of property, plant and equipment Profit on disposal of associate company Profit before financing and taxation Finance costs Finance income Net pensions interest Loss before taxation Taxation charge Loss for the financial year from continuing operations (Loss)/profit attributable to: Equity holder of the parent company Non-controlling interest Notes 2011 £m 2010 £m 4(a) 5(b) 5(c) 15 7 7 15 8 8 26(c) 9 9,006 150 9,156 (5,717) (1,619) (1,602) 28 246 (207) 109 1 (41) (264) (12) 39 (88) (49) 65 44 60 (114) 69 (167) (152) (106) (258) (259) 1 9,199 150 9,349 (5,746) (1,579) (1,661) 41 404 (224) 28 (72) - (180) - 180 (67) 113 5 - 118 (98) 47 (329) (262) (58) (320) (321) 1 52 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Consolidated statement of comprehensive income for the year ended 27 March 2011 and 28 March 2010 Loss for the financial year from continuing operations Other comprehensive income/(expense) for the period Translation differences on foreign currency net investments Actuarial gains/(losses) on defined benefit schemes Gains/(losses) on cash flow hedges deferred into equity (Gains)/losses on cash flow hedges released from equity to income Notes 26 25 25 Gains on cash flow hedges released from equity to the carrying amount of non-financial assets 25 Gains on financial assets deferred into equity Gains on financial assets released from equity to income Taxation on items taken directly to equity 9 2011 £m (258) 2010 £m (320) 3,432 (1,305) (11) (21) 3,424 (1,312) 24 (7) (3) 20 (6) (9) (12) 21 (4) 42 - (19) Total comprehensive income/(expense) for the period 3,174 (1,625) Total comprehensive income/(expense) for the period attributable to: Equity holder of the parent company Non-controlling interest 3,173 (1,626) 1 1 53 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Consolidated statement of changes in equity for the year ended 27 March 2011 and 28 March 2010 Share premium £m Retained earnings £m Financial Assets Reserve £m Foreign Currency Translation Reserve £m Hedging Reserve £m Other Reserves £m Equity holder of the parent £m Non- controlling interest £m At 29 March 2010 430 (6,968) 55 (Loss)/profit for the period Other comprehensive income/(expense) for the period Translation differences on foreign currency net investments Actuarial gains on defined benefit schemes Gains on cash flow hedges deferred into equity Gains on cash flow hedges released from equity to income Gains on cash flow hedges released from equity to the carrying amount of non- financial assets Gains on financial assets deferred into equity Gains on financial assets released from equity to income Taxation on items taken directly to equity Total comprehensive income/(expense) for the period - - - - - - - - - - - (259) 3,424 - 3,424 - - - - - - 3,165 At 27 March 2011 430 (3,803) - 9 - - - - - 20 (6) (5) 9 64 136 - 12 - (11) 10 (11) - - - - - - - (11) 125 - - 24 (7) (3) - - (4) 10 22 47 (6,288) - - - - - - - - - - - (259) 3,432 (11) 3,424 24 (7) (3) 20 (6) (9) 3,173 47 (3,115) 7 1 - - - - - - - - - 1 8 At 30 March 2009 (Loss)/profit for the period Other comprehensive (expense)/income for the period Translation differences on foreign currency net investments Actuarial losses on defined benefit schemes Loss on cash flow hedges deferred into equity Loss on cash flow hedges released from equity to income Gains on cash flow hedges released from equity to the carrying amount of non- financial assets Gains on financial assets deferred into equity Taxation on items taken directly to equity Total comprehensive (expense)/income for the period Share premium £m Retained earnings £m 430 (5,331) - - - - - - - - - - (321) (1,316) - (1,312) - - - - (4) (1,637) At 28 March 2010 430 (6,968) Financial Assets Reserve £m Foreign Currency Translation Reserve £m Hedging Reserve £m Other Reserves £m Equity holder of the parent £m Non- controlling interest £m 23 - 32 - - - - - 42 (10) 32 55 157 - (21) (21) - - - - - - (21) 136 12 47 (4,662) - - - (12) 21 (4) - (5) - 12 - (321) - (1,305) - - - - - - - - (21) (1,312) (12) 21 (4) 42 (19) (1,626) 47 (6,288) 6 1 - - - - - - - - 1 7 Total equity £m (6,281) (258) 3,432 (11) 3,424 24 (7) (3) 20 (6) (9) 3,174 (3,107) Total equity £m (4,656) (320) (1,305) (21) (1,312) (12) 21 (4) 42 (19) (1,625) (6,281) A description of the nature and application of the reserves in the above tables is included in note 27. 54 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Consolidated balance sheet at 27 March 2011 and 28 March 2010 Non-current assets Property, plant and equipment Leasehold land payment Goodwill Intangible assets Investments in joint ventures and associates Financial assets – pension escrow investments - investments - derivatives Other receivables Deferred tax assets Non-current assets held for sale Current assets Inventories Trade and other receivables Income tax receivable Financial assets - investments - derivatives Cash and cash equivalents Total assets Current liabilities Trade and other payables Financial liabilities – interest bearing loans and borrowings – obligations under finance lease and hire purchase contracts – derivatives Income tax payable Provisions Non-current liabilities Financial liabilities - interest bearing loans and borrowings - obligations under finance lease and hire purchase contracts - derivatives Provisions Retirement benefit obligation – pension deficit Other payables Deferred tax liabilities Total liabilities Net liabilities Equity Share capital Share premium Retained earnings Reserves Equity attributable to equity holder of parent company Non-controlling interest Total equity Notes 10 11 12 13 15 25 25 25 9 16 17 18 25 25 19/25 22 20/25 20/25 20/25 21 20/25 20/25 20/25 21 26 23 9 27 2011 £m 1,832 3 197 126 105 1,161 44 6 - 8 3,482 4 38 1,135 - 1 36 1,101 2,311 5,797 (1,961) (375) (65) (3) (6) (181) 2010 £m 1,935 4 197 99 147 1,189 49 3 1 95 3,719 5 38 1,155 14 1 24 937 2,169 5,893 (2,076) (388) (61) (17) (8) (130) (2,591) (2,680) (1,478) (193) - (97) (4,501) (34) (10) (6,313) (8,904) (3,107) - 430 (3,803) 258 (3,115) 8 (3,107) (1,138) (120) (1) (146) (8,041) (43) (5) (9,494) (12,174) (6,281) - 430 (6,968) 250 (6,288) 7 (6,281) The financial statements on pages 51 to 99 were approved by the Board of Directors on 13 June 2011 and signed on its behalf by: Moya Greene Matthew Lester 55 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Consolidated statement of cash flows for the year ended 27 March 2011 and 28 March 2010 Notes 2011 £m 2010 £m Cash flow from operating activities Operating profit before exceptional items Adjustment for: Depreciation and amortisation Share of post tax profit from joint ventures and associates Working capital and other non-cash movements: Increase in inventories Decrease in receivables Decrease in payables Increase in client receivables Increase/(decrease) in client payables Net increase in derivative assets Increase in non-exceptional provisions Cash paid in respect of retirement benefit obligations in excess of that charged in operating profit Cash payments in respect of operating exceptional items (see note (a) below): ColleagueShare/business transformation payments Other Cash outflow from operations Income tax paid Net cash outflow from operating activities Cash flows from investing activities Dividends received from joint ventures and associates Finance income received Proceeds from sale of property, plant and equipment Proceeds from disposal of associate company Purchase of property, plant and equipment Acquisition of businesses Purchase of intangible assets Payment of deferred consideration in respect of prior years’ acquisitions Net sale/(purchase) of financial assets investments (non-current) Net proceeds from financial assets investments (current) Net cash inflow/(outflow) from investing activities Net cash outflow before financing activities Cash flows from financing activities Finance costs paid Payment of capital element of obligations under finance lease contracts Cash received on sale and leasebacks New loans Repayment of borrowings Net cash inflow from financing activities Net increase/(decrease) in cash and cash equivalents Effect of exchange rates on cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period 5(c) 15 15 14 246 286 (28) (49) - 14 (44) (9) 1 (12) 1 (283) (272) (102) (170) (100) (22) (122) 39 69 164 73 (292) (2) (82) - 42 - 11 (111) (60) (65) 115 332 (42) 280 169 (2) 934 19/25 1,101 404 278 (41) (83) (6) 24 (30) (14) (63) (7) 13 (376) (293) (82) (211) (111) (16) (127) 35 47 14 - (374) (1) (80) (7) (86) 6 (446) (573) (52) (22) 73 451 (2) 448 (125) (1) 1,060 934 56 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 (a) Cash flows relating to operating exceptional items charged to the income statement in current and prior years The net cash outflows relating to the above were as follows: Net cash outflow relating to: Current year operating exceptional items Prior years’ operating exceptional items Total 2011 £m 93 179 272 2010 £m 85 208 293 The net cash outflow of £272m (2010 £293m) comprises £131m (2010 £158m) relating to cash utilised to settle exceptional provisions, £73m (2010 £75m) relating to ColleagueShare dividends, £25m (2010 £nil) for business transformation payments, £nil (2010 £11m) incurred for current year pension redundancy liabilities, £30m (2010 £39m) relating to prior year pension redundancy liabilities and £13m (2010 £10m) in respect of other costs which were recorded within other payables. 57 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Notes to the Group financial statements 1. Authorisation of financial statements and statement of compliance with IFRSs The Group’s financial statements for the year ended 27 March 2011 were authorised for issue by the Board on 13 June 2011 and the balance sheet was signed on the Board’s behalf by Moya Greene and Matthew Lester. The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and as they apply to the financial statements of the Group for the year ended 27 March 2011. The principal accounting policies adopted by the Group are set out in note 2. 2. Accounting policies Basis of preparation and accounting The Group comprises Royal Mail Holdings plc (the Company) – which is wholly owned by HM Government – and its subsidiaries. The Company is incorporated in the United Kingdom under the Companies Act 2006 (the Act) and the financial statements are produced in accordance with the Act and applicable IFRSs. The UK is the Group’s country of domicile. The Group consolidated financial statements are presented in Sterling and all values are rounded to the nearest £m except where otherwise indicated. These consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments and available for sale financial assets, which have been measured at fair value. Changes in accounting policy and disclosures The accounting policies adopted are consistent with those of the previous financial year except as follows: The Group has adopted the following revised and amended accounting standards as of 29 March 2010. The impact on the financial statements or performance of the Group is also described below: IFRS 3 (revised) Business Combinations The key features of the revised IFRS 3 include a requirement for acquisition-related costs to be expensed and not included in the purchase price; and for contingent consideration to be recognised at fair value on the acquisition date (with subsequent changes recognised in the income statement and not as a change to goodwill). The standard also changes the treatment of non-controlling interest (formerly minority interest) with an option to recognise these at full fair value as at the acquisition date and for previously held non-controlling interest to be fair valued as at the date control is obtained, with gains and losses recognised in the income statement. The adoption of this revised standard has not had a material impact on the financial position or performance of the Group. IAS 27 (amended) Consolidated and Separate Financial Statements The amended standard no longer restricts the allocation to non-controlling interest of losses incurred by a subsidiary to the amount of the non-controlling equity investment in the subsidiary. A partial disposal of equity interest in a subsidiary that does not result in a loss of control is accounted for as an equity transaction and has no impact on goodwill nor does it give rise to any gain or loss. Where there is loss of control of a subsidiary, any retained interest will be re-measured to fair value, which will impact the gain or loss recognised on disposal. This amended standard has not had a material impact on the financial position or performance of the Group. Improvements to IFRSs (issued 2009) In May 2009 the International Accounting Standards Board (IASB) issued its second omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each amendment. The adoption of the Improvements to IFRSs resulted in changes to accounting policies but did not have a material impact on the financial position or performance of the Group. Significant accounting judgements, estimates and assumptions The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. The key sources of uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year relate to the measurement of the defined benefit pension obligations, deferred tax, ColleagueShare plan costs and provisions. Defined benefit pension obligations Measurement of the defined benefit obligations requires certain assumptions to be made including on life expectancy, future changes in salaries, inflation and a suitable discount rate. The size of these obligations, and therefore the pension deficit, is materially sensitive to the assumptions adopted. The assumptions which have the most significant impact on the measurement of the defined benefit obligations are the real discount rate and the mortality rates. A 0.1 percentage point change to the discount rate could change the liabilities by approximately £690m. An additional one year on the life expectancy could increase liabilities by approximately £840m. The major assumptions and carrying value of the obligations are disclosed in note 26. Deferred tax Assessment of the deferred tax asset requires an estimation of future profitability. Such estimation is inherently uncertain in a market subject to various competitive pressures. Should estimates of future profitability change in future years, the amount of deferred tax recognised will also change accordingly. The carrying values of the deferred tax assets and liabilities are included within note 9. 58 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 2. Accounting policies (continued) ColleagueShare plan The calculation of the ColleagueShare costs and liabilities is reliant on a number of judgements, estimates and assumptions. These include in particular forecasts for the potential equity value of ColleagueShares, forecasts of joiners and leavers throughout the life of the plan and judgements on when participants are likely to exercise their rights for the Company to redeem the ColleagueShares that they hold. The magnitude of the costs involved is sensitive to these forecasts and assumptions. The carrying values of the ColleagueShare liabilities are included within notes 21 and 22. Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Due to the nature of provisions, a significant part of their determination is based upon estimates and/or judgements concerning the future. Restructuring provisions, including for redundancy and property costs, are derived based upon the most recent business plan for direct expenditure where plans are sufficiently detailed and appropriate communication to those affected has been undertaken. This includes the expected number of employees impacted, rate of compensation per employee, rental costs and expected period of properties remaining vacant and dilapidation costs. The potential industrial claims provision is based on the best information available as at the year end, including independent expert advice. Funding Material Uncertainty in the Financing of Royal Mail Group excluding Post Office Limited (’RMG’) Background The postal market in the UK is both open to full competition and in structural decline due to the emergence of alternative digital communication media. Over the past 5 years inland addressed postal volumes have declined by some 20% and are expected to continue to decline by some 5% per annum over the next five years. This has resulted in a significant erosion of profits and cash flows, similar to other postal operators around the world. In addition, the actuarial pension deficit agreed formally with the Pension Trustee in 2010 is some £10bn as at 31 March 2009 for Royal Mail Group excluding Post Office Limited (‘RMG’) – to be repaid over a 38 year period - and RMG is required to make pension deficit repayments of £286m per annum rising to around £410m per annum by 2016. Balance sheet and cash flow solvency RMG is currently balance sheet insolvent with net liabilities of £2.8bn (2010 £5.8bn) (Post Office Limited net liabilities £0.3bn (2010 £0.5bn)), brought about by the recognition of the pension deficit on the balance sheet in March 2006. The pension deficit currently stands at £4.5bn (2010 £8.0bn) with the decrease this year mainly due to the Government requirement to use a CPI based inflation assumption for the majority of schemes rather than RPI as in previous years. The pension deficit recognised in the RMG financial statements is calculated based on the requirements of IAS 19 and on different assumptions to the actuarial deficit agreed periodically with the Pension Trustee and it is the latter that is used to determine the cash payments to repair the deficit. At 27 March 2011 RMG has £553m of cash headroom (including cash on hand, short term deposits and unutilised loan facilities) available. There are severe pressures and risks on RMG’s cash flow and headroom position, brought about by a number of factors, including: • • • recent and forecast declines in inland addressed postal volumes caused by the current economic climate and the emergence of alternative digital communications media causing a material reduction in the proportion of communications carried out using the mail; the significant investment required to modernise RMG so as to achieve the cost reductions necessary to keep pace with the reduction in volumes; and the costs of meeting RMG’s obligations to fund the pension scheme, including both ongoing pension contributions and pension deficit payments. As a result of this pressure on cash flow and the fact that RMG is balance sheet insolvent, the Board has been carefully monitoring, on a regular basis, whether RMG has sufficient cash flow to meet its liabilities as they fall due over the foreseeable future. This has involved regular reviews of projected monthly cash headroom until March 2013 and includes a review of the strategic plan cash flows to March 2016. RMG has been taking a number of steps to preserve its financial flexibility, including property disposals, the disposal of its 20% investment in Camelot, sales and leasebacks, cost-cutting, supplier initiatives and other measures to reduce expenditure and to release cash. Nevertheless, the Board has concluded that without Government support RMG may not be able to meet its liabilities as they fall due, including the next £286m pension deficit contribution payment due in March 2012 and the repayment of £900m Government loan facilities due in March 2014. Government Policy for Royal Mail In 2008 the Government commissioned a review of the postal sector and its findings in its report back – titled “Modernise or Decline” and its findings confirmed that the universal service “is part of our economic and social glue” and that it delivers significant economic value to the nation and its citizens. Royal Mail, the letters business of RMG, has been modernising its operations over the last five years and will continue to make further significant investment to reduce its cost base. 59 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 2. Accounting policies (continued) The Government made the restructuring and privatisation of RMG one of its first policies and: • • the Postal Services Bill – which provides a platform for the Government to relieve RMG of the majority of its historical pension assets and liabilities, to change the regulatory regime for RMG and allow the introduction of private capital – has now been agreed by both Houses of Parliament and received Royal Assent; and a formal State Aid application to the European Commission for restructuring aid (relieving RMG of the majority of its pension deficit and restructuring the balance sheet) as required by European Law, will be made by the Government in June 2011. Key Assumptions and Material Uncertainties for Going Concern The RMG strategic plan (’the plan’) projects a sustained return to profitability and cash generation as the benefits of modernisation are realised. The plan assumes that core letter volumes will continue to decline by 5% per annum and that a further £1.1bn will be invested into modernising the Royal Mail letters network to improve profitability and cash flow generation in the next two years. A key material assumption is that this modernisation programme will be successful in delivering World Class Mail and reducing costs in 2012-13 by £0.6bn in real terms compared to the cost base of 2010-11. The plan also assumes that Government will relieve RMG of the majority of its pension deficit, restructure the balance sheet, reset covenants from March 2012 onwards and that a more appropriate postal regulatory regime will be introduced. In forming their view regarding RMG’s going concern status, the Directors have identified two material uncertainties that cast significant doubt upon RMG’s ability to continue as a going concern: First, the relief of the majority of the pension deficit and the balance sheet restructure are conditional on the obtaining of State Aid approval from the European Commission. In particular, State Aid approval will need to be obtained by March 2012 when the next pension deficit payment would otherwise be due. The Government has announced that it will submit a formal State Aid notification to the European Commission in June 2011 outlining its plan to provide restructuring aid to RMG with the intention of returning the business to financial viability and that it hopes that the process will be completed by March 2012. However, the Directors can not be certain that State Aid approval will be given for the full package of measures or that it will be given by March 2012. The second material uncertainty is whether Government would provide alternative financing in the event of a delayed or rejected application for restructuring aid on suitable terms as described above. The Directors believe that the Government would continue to provide adequate financing to RMG. This is based on a number of factors including the prior experience of financing Post Office Limited by the Government from 2006-7 onwards. Going Concern Basis in the Financial Statements On this basis and after careful consideration of the cash flow and headroom projections the Directors consider it appropriate to prepare the financial statements on a going concern basis, which assumes that RMG will continue in operational existence for the foreseeable future. Should the State Aid application fail and Government not provide alternative debt financing arrangements to relieve the future pension deficit obligations, the going concern basis would be invalid and adjustments would have to be made to reduce the value of the assets to their realisable amount, to provide for any further liabilities that might arise and to reclassify fixed assets and long-term liabilities as current assets and current liabilities. The financial statements presented for the year ending 27 March 2011 do not contain any adjustment that would be required if it was concluded that RMG was unable to continue as a going concern. Post Office Limited Post Office Limited had net liabilities as at 27 March 2011 but has operated at a profit before exceptional items during 2010-11 for the third year running. To become viable in the longer-term, new business areas continue to be developed and grown in order to replace the lost contribution from traditional income sources and significant cost reduction programmes continue to be implemented. During the year, Post Office Limited has continued with the implementation of a number of programmes which are designed to improve the profitability of the company. The branch closure programme is completed and no further closures are planned but further work on efficiency improvements and improving the business model continues. These programmes include: • • • the development of new business and drive for sales growth; bringing the Crown branch segment into profit; and a programme of fundamental cost reduction. On 24 March 2010 a funding agreement was agreed that provides up to £180m for compensation for losses sustained in parts of the network in 2011-12 as well as providing access to the working capital facility of £1.15bn to 31 March 2012. These arrangements received State Aid approval on 23 March 2011. 60 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 2. Accounting policies (continued) A further funding agreement with Government was announced on 27 October 2010 which provided for: • • • • funding of £410m for 2012-13; funding of £415m for 2013-14; funding of £330m for 2014-15; and extension of the existing working capital facility of £1.15bn up to 31 March 2016. All of the funding for 2012-13 to 2014-15 and extension of the working capital facility is subject to State Aid approval. Whilst the Directors are satisfied with the progress that has been made it should be noted Post Office Limited continues to face a challenging future. Notwithstanding these uncertainties, the Directors recognise that significant progress has been made in delivering its 2005-11 plan and that a plan for 2011-15 has been approved so, after careful consideration, continue to believe that Post Office Limited will be able to meet its liabilities as they fall due in the foreseeable future. Accordingly, on that basis, the Directors consider that it is appropriate that these financial statements have been prepared on a going concern basis. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiary undertakings. The financial statements of the major subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies. All intra-group balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Transfer prices between business segments are set on a basis of charges reached through negotiation with the respective businesses. Subsidiaries are consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is no longer held by the Group. Where the Group ceases to hold control of a subsidiary, the consolidated financial statements include the results for the part of the reporting year during which the Group held control. Non-controlling interest represents the portion of profit/loss, gains/losses and net assets relating to subsidiaries that are not attributable to members of the Company. The non-controlling interest balance is presented within equity in the consolidated balance sheet, separately from parent shareholder’s equity. Investments in joint ventures and associates The Group’s investments in its joint ventures and associates are accounted for under the equity method of accounting. Under the equity method, the investment is carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of the net assets of the joint ventures/associates, less any impairment in value. The income statement reflects the Group’s share of post tax profits from the joint ventures/ associates. Any goodwill arising on acquisition of an associate, representing the excess of the cost of the investment compared to the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities acquired, is included in the carrying amount and not amortised. To the extent that the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities is greater than the cost of the investment, a gain is recognised and added to the Group’s share of the associate’s profit or loss in the period in which the investment is acquired. Revenue Revenue reported in the income statement is net of value added tax and comprises Turnover and the Network Subsidy Payment. Turnover principally relates to the rendering of services as follows: UK Letters & Parcels and International Account revenue is derived from specific contracts and recognised when the delivery of an item is complete. Prepaid revenue mainly relating to stamp and meter income is recognised when the sale is made, adjusted to reflect a value of stamp and meter credits held but not used by the customer. Post Office Limited Revenue is recognised at the time that Government, financial, mails and telephony services are provided. General Logistics Systems Revenue is derived from specific contracts and is recognised at the time of delivery. The Network Subsidy Payment is Government grant revenue recognised to match the related costs of providing the network of public post offices that the Secretary of State for Business, Innovation and Skills considers appropriate and which would otherwise not be provided. Distribution and conveyance Distribution and conveyance costs relate to third party costs incurred in carrying mail. These include conveyance by rail, road, sea and air, together with costs incurred by international mail carriers and Parcelforce Worldwide delivery operators. These costs are disclosed separately on the face of the income statement. Operating profit before exceptional items Operating profit is the profit arising from the normal, recurring operations of the business. This incorporates revenue, people costs (excluding ColleagueShare and restructuring costs), distribution and conveyance operating costs, other operating costs and the Group’s post tax share of profit from joint ventures and associates. 61 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 2. Accounting policies (continued) Operating exceptional items Operating exceptional items, primarily modernisation costs, are material items of income and expenditure arising from the operations of the business which, due to the nature of the events giving rise to them, require separate presentation on the face of the income statement to allow a better understanding of financial performance in the year, in comparison to prior years. ColleagueShare plan ColleagueShare is the name for the Group’s employee ‘share’ plan. The plan, introduced in 2007-08, is a five-year plan spanning the accounting years from April 2007 to March 2012 and comprises both a ‘share’ scheme and a related stakeholder dividend worth up to £5,300 per person throughout the life of the plan. The ColleagueShares represent up to a total of 14% of the projected equity value of the Group. The costs of the plan are included in the income statement as an exceptional item throughout the life of the plan and are included within payables or provisions as appropriate. The Group will redeem all ColleagueShares by 2012-13. Operating profit Operating profit is the profit arising from the normal, recurring operations of the business and after charging operating exceptional items defined above. It excludes the non-operating exceptional items for profit or loss on disposal of businesses and profit or loss on disposal of property, plant and equipment. These items are not part of the normal recurring operations of the business but are material, so are presented separately on the face of the income statement to allow a better understanding of financial performance in the year, in comparison to prior years. Goodwill Business combinations on or after 29 March 2004 are accounted for under IFRS 3 Business Combinations using the purchase method. Any excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities at the date of acquisition is recognised in the balance sheet as goodwill and is not amortised. After initial recognition, goodwill is stated at cost less any accumulated impairment losses. Goodwill arising from business combinations is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. An impairment loss is recognised in the income statement for the amount by which the carrying value of the asset (or cash generating unit) exceeds its recoverable amount, which is the higher of an asset’s net realisable value and its value in use. For the purpose of such impairment reviews, goodwill is allocated to the relevant cash generating units. Goodwill arising on the acquisition of equity accounted entities is included in the cost of those entities and therefore not reported in the balance sheet as goodwill. Intangible assets Intangible assets acquired as part of a business combination are capitalised separately from goodwill if the fair value can be measured reliably on initial recognition. Intangible assets acquired separately or development costs that meet the criteria to be capitalised are initially recognised at cost and are assessed to have either a finite or indefinite useful life. Those with a finite life are amortised over their useful life and those with an indefinite life are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. An impairment loss is recognised in the income statement for the amount by which the carrying value of the asset exceeds its recoverable amount, which is the higher of an asset’s net realisable value and its value in use. Amortisation of intangible assets with finite lives is charged annually to the income statement on a straight-line basis as follows: Customer listings Software 1 to 4 years 1 to 6 years Research and development Expenditure on research is written off in the year it is incurred. Development costs are capitalised where they meet the criteria required under IFRSs. If these criteria are not met, then the costs are recognised in the income statement as they are incurred. Property, plant and equipment Property, plant and equipment is recognised at cost, including directly attributable costs in bringing the asset into working condition for its intended use. Depreciation of property, plant and equipment is provided on a straight-line basis by reference to net book value and to the remaining useful economic lives of assets and their estimated residual values. The useful lives and residual values are reviewed annually and adjustments, where applicable, are made on a prospective basis. The lives assigned to major categories of property, plant and equipment are: Land and buildings: Freehold land Freehold buildings Leasehold buildings Plant and machinery Motor vehicles and trailers Fixtures and equipment Not depreciated Up to 50 years The shorter of the period of the lease, 50 years or the estimated remaining useful life 3-15 years 2-12 years 2-15 years An individual property that the Group has identified as surplus is reclassified within ‘non-current assets held for sale’, a separate category on the balance sheet, when a sale is highly probable. This has been determined to be when authority to market the property has been given and the property is vacant and therefore available for immediate sale and occupation by a third party. Such properties are expected to generate economic cash flow primarily by sale of the asset rather than by operational activities, and are expected generally to be disposed of within a year. For a disposal group of properties or other assets and liabilities, the requirements of IFRS 5 Non-current assets held for sale and discontinued operations are applied to the specific circumstances of the disposal group. 62 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 2. Accounting policies (continued) Impairment reviews Unless otherwise disclosed in these accounting policies, assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value may be impaired. The Group assesses at each reporting date whether such indications exist. Where appropriate, an impairment loss is recognised in the income statement for the amount by which the carrying value of the asset (or cash generating unit) exceeds its recoverable amount, which is the higher of an asset’s net realisable value and its value in use. Leases Finance leases, where substantially all the risks and rewards incidental to ownership of the leased item have passed to the Group, are capitalised at the inception of the lease with a corresponding liability recognised for the fair value of the leased item or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and capital element of the lease liability to achieve a constant rate of interest on the remaining balance of the liability. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term. Leases where substantially all the risks and rewards of ownership of the asset are retained by the lessor, are classified as operating leases and rentals are charged to the income statement over the lease term. The aggregate benefit of incentives are recognised as a reduction of rental expense over the lease term on a straight-line basis. A leasehold land payment is an upfront payment to acquire a long-term leasehold interest in land. This payment is stated at cost and is amortised on a straight-line basis over the period of the lease. Inventories Inventories are carried at the lower of cost and net realisable value after adjusting for obsolete or slow-moving stock. Cost includes all costs in bringing each item to its present location and condition and comprises weighted average cost for supplies and materials and purchase cost for merchandise. Trade receivables Trade receivables are recognised and carried at original invoice amount less an allowance for any non-collectable amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified. Financial instruments Financial assets within the scope of IAS 39 Financial Instruments: Recognition and Measurement are classified as; financial assets at fair value through the income statement (held for trading); held to maturity investments, loans and receivables or available for sale financial assets as appropriate. Financial liabilities within the scope of IAS 39 are classified as either financial liabilities at fair value through the income statement or financial liabilities measured at amortised cost. The Group determines the classification of its financial instruments at initial recognition and re-evaluates this designation at each financial year end. When financial instruments are recognised initially, they are measured at fair value, being the transaction price plus, in the case of financial instruments not at ‘fair value through the income statement’, any directly attributable transactional costs. The subsequent measurement of financial instruments depends on their classification as follows: Financial assets at fair value through the income statement (held for trading) Financial assets are classified as held for trading if they are acquired for sale in the short term. Derivatives are also classified as held for trading unless they are designated as hedging instruments. Assets are carried in the balance sheet at fair value with gains or losses recognised in the income statement. Held-to-maturity investments Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as ‘held to maturity’ when the Group has the positive intention and ability to hold to maturity. Held to maturity investments are carried at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the investments are derecognised or impaired, as well as through the amortisation process. Investments intended to be held for an undefined period are not included in this classification. Loans and receivables Non-derivative financial assets with fixed or determinable payments that are not quoted on an active market, do not qualify as trading assets and have not been designated as either ‘fair value through the income statement’ or available for sale, are carried at amortised cost using the effective interest rate method if the time value of money is significant. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired, as well as through the amortisation process. Available for sale financial assets ‘Available for sale financial assets’ are non-derivative financial assets that are designated as such or are not classified in any of the three preceding categories. After initial recognition, interest is taken to the income statement using the effective interest rate method and the assets are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised, or until the investment is deemed to be impaired at which time the cumulative gain or loss previously reported in equity is included in the income statement. Financial liabilities at fair value through the income statement (held for trading) Derivatives liabilities are classified as held for trading unless they are designated as hedging instruments. They are carried in the balance sheet at fair value with gains or losses recognised in the income statement. 63 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 2. Accounting policies (continued) Financial liabilities measured at amortised cost All non-derivative financial liabilities are classified as financial liabilities measured at amortised cost. Non-derivative financial liabilities are initially recognised at the fair value of the consideration received, less directly attributable issue costs. After initial recognition, non-derivative financial liabilities are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the income statement when the liabilities are derecognised or impaired, as well as through the amortisation process. Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term deposits (cash equivalents) with an original maturity date of three months or less. In addition, the Group uses Money Market funds as a readily available source of cash, which are bought and sold on a daily basis to meet the cash requirements of the business. These funds are also categorised as cash equivalents. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of bank overdrafts. Cash equivalents are classified as loans and receivables financial instruments. Financial assets – pension escrow investments Financial assets – pension escrow investments comprise short-term deposits with banks, conventional gilt edged securities, index-linked gilt edged securities and Treasury bills. Short-term deposits with banks (pension escrow investments) are classified as loans and receivables financial instruments. Conventional gilt edged securities, index-linked gilt edged securities and Treasury bills are classified as available for sale financial instruments on the basis that they are quoted investments that are not held for trading and may be disposed of prior to maturity. Financial assets – other investments Financial assets – other investments comprise short-term deposits (other investments) with Government, local government or banks with an original maturity of three months or more. Short-term deposits are classified as loans and receivables financial instruments. Financial liabilities – interest-bearing loans and borrowings All loans and borrowings are classified as financial liabilities measured at amortised cost. Financial liabilities – obligations under finance lease and hire purchase contracts All obligations under finance lease and hire purchase contracts are classified as financial liabilities measured at amortised cost. Borrowing costs Borrowing costs are recognised as an expense when incurred, unless they are directly attributable to the construction or development of a qualifying asset, in which case they are capitalised using the weighted average cost of borrowing for the period of construction/development. Derivative financial instruments The Group uses derivative instruments such as foreign currency contracts in order to manage the risk profile of any underlying risk exposure of the Group, in line with the Group’s treasury management policies. Such derivative financial instruments are initially stated at fair value. For the purpose of hedge accounting, hedges are classified as cash flow hedges where they hedge exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction. In relation to cash flow hedges to hedge the foreign exchange or commodity price risk of firm commitments that meet the conditions for hedge accounting, the portion of the gain or loss on the hedging instrument that is determined to relate to an effective hedge is recognised directly in equity and the ineffective portion is recognised in the income statement. When the hedged firm commitment results in the recognition of a non-financial asset or non-financial liability, then at the time the asset or liability is recognised, the associated gains or losses that had previously been recognised in equity are included in the initial measurement of the acquisition cost or other carrying amount of the asset or liability. For all other cash flow hedges, the gains or losses that are recognised in equity are transferred to the income statement in the same year in which the hedged firm commitment affects the net profit/loss, for example when the future sale actually occurs. For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are taken directly to the income statement in the period. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point, any cumulative gain or loss on the hedging instrument recognised in equity is kept in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the income statement for the year. Fair value measurement of financial instruments The fair value of quoted investments (including conventional gilt edged securities, index-linked gilt edged securities and Treasury bills) is determined by reference to bid prices at the close of business on the balance sheet date. Hence the conventional gilt edged securities, index- linked gilt edged securities and Treasury bills are within Level 1 of the fair value hierarchy as defined within IFRS 7. Where there is no active market, fair value is determined using valuation techniques. These include using recent arm’s length market transactions; reference to the current market value of another instrument which is substantially the same; and discounted cash flow analysis and pricing models. Specifically, in the absence of quoted market prices, derivatives are valued by using quoted forward prices for the underlying commodity/currency and discounted using quoted interest rates (both as at the close of business on the balance sheet date). Hence derivative assets and liabilities are within Level 2 of the fair value hierarchy as defined within IFRS 7. 64 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 2. Accounting policies (continued) For the purposes of disclosing the fair value of investments held at amortised cost in the balance sheet, in the absence of quoted market prices, fair values are calculated by discounting the future cash flows of the financial instrument using quoted equivalent interest rates as at close of business on the balance sheet date. Derecognition of financial instruments A financial asset or liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires. Income tax and deferred tax The charge for current taxation is based on the results for the year as adjusted for items that are non-assessable or disallowed. It is calculated using rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date, between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: (cid:131) (cid:131) (cid:131) initial recognition of goodwill; the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Other than stated below, deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry-forward of unused tax assets, and unused tax losses can be utilised. Deferred tax assets are not recognised in respect of: (cid:131) (cid:131) deductible temporary differences arising from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor the taxable profit or loss; and deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary difference will be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and increased or reduced to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the tax asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted. Current and deferred tax is charged or credited directly to equity if it relates to items that are credited or charged directly to equity. Otherwise it is recognised in the income statement. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at an appropriate pre-tax rate. Pensions and other post-retirement benefits The pension plans’ assets for the defined benefit schemes are measured at fair value. Liabilities are measured on an actuarial basis using the projected unit credit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent currency and term. The resulting defined benefit asset or liability is presented separately on the face of the balance sheet. Full actuarial valuations are carried out at intervals not normally exceeding three years as determined by the Trustees and, with appropriate updates and accounting adjustments at each balance sheet date, form the basis of the deficit disclosed. All members of defined benefit schemes are contracted out of the earnings-related part of the State pension scheme. For defined benefit schemes, the amounts charged to operating profit are the current service costs and any gains and losses arising from settlements, curtailments and past service costs. The net difference between the interest costs and the expected return on plan assets is recognised as net pensions interest in the income statement. Actuarial gains and losses are recognised immediately in the statement of comprehensive income. Any deferred tax movement associated with the actuarial gains and losses is also recognised in the statement of comprehensive income. For defined contribution schemes, the Group’s contributions are charged to operating profit within people costs in the period to which the contributions relate. Overseas subsidiaries make separate arrangements for the provision of pensions and other post-retirement benefits. 65 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 2. Accounting policies (continued) Foreign currencies The functional and presentational currency of Royal Mail Holdings plc is Sterling (£). The functional currency of the overseas subsidiaries in Europe is mainly the Euro (€). The assets and liabilities of foreign operations are translated at the rate of exchange ruling at the balance sheet date. The trading results of foreign operations are translated at the average rates of exchange for the reporting period, being a reasonable approximation to the actual transaction rate. The exchange rate differences arising on the translation, since the date of transition to IFRSs, are taken directly to the Foreign Currency Translation Reserve in equity. Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. Currently hedge accounting is not claimed for any monetary assets and liabilities. All differences are therefore taken to the income statement, except for differences on monetary assets and liabilities that form part of the Group’s net investment in a foreign operation. These are taken directly to equity until the disposal of the net investment occurs, at which time they are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in foreign currency are translated using the exchange rates at the date when the fair value is determined. Contingent liabilities and financial guarantee contracts Financial guarantee contracts are initially measured at fair value and subsequently at the higher of amounts under IAS 37 Provisions, Contingent Liabilities and Contingent Assets or the amounts initially recognised less, when appropriate, cumulative amortisation recognised in accordance with IAS 18 Revenue. Contingent liabilities are not disclosed if the possibility of losses occurring is considered to be remote. Government grants Government grants of a revenue nature are credited to the income statement and are shown separately to the expenditure to which they relate. Government grants relating to assets are recognised as deferred income that is amortised over the useful life of the relevant assets. Segment information During the year the Group changed the structure of its internal organisation in a manner that resulted in a change to the composition of its reportable segments. As a result of this change, corresponding information for earlier periods has been restated. The Group’s operating segments are organised and managed separately according to the nature of the products and services provided, with each segment representing a business unit that offers different products and serves largely different markets. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit/loss. There is no aggregation of operating segments. The operating units that make up the four operating segments are detailed on page 29. The operating segments comprise operations in both the UK and other parts of Europe, the latter being relevant to the GLS business segment. The UK operations include the remaining two operating segments plus the ‘Other’ segments. Segment revenues have been attributed to the respective countries based on the location of the customer. Transfer prices between the segments are set on a basis of charges reached through negotiation with the respective business units that form part of the segments. There are no differences in the measurement of the respective segments’ profit/loss and the consolidated financial statements prepared under IFRSs. Accounting standards issued but not yet applied The International Accounting Standards Board (IASB) has issued accounting standards relevant to the Group with an effective date for accounting periods beginning after the commencement date of the period to which these financial statements relate. The Group has considered the impact of these below: International Accounting Standards (IAS/IFRSs) IAS 24 IFRS 9 IFRS 10 IFRS 11 IFRS 12 IFRS 13 Related Party Disclosures (Amendment) Financial Instruments: Classification and Measurement Consolidated Financial Statements Joint Arrangements Disclosure of Interests in Other Entities Fair Value Measurement Effective date 1 January 2011 1 January 2013 1 January 2013 1 January 2013 1 January 2013 1 January 2013 IAS 24 Related Party Disclosures This revised standard provides an exemption from disclosure requirements for transactions between entities controlled, jointly controlled or significantly influenced by the same government and between such entities and the government itself, unless they are individually or collectively significant. The standard also amends the definition of a related party to remove some inconsistencies. This standard, which will be adopted with a commencement date of 28 March 2011, will not have any impact on the financial position or performance of the Group. 66 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 2. Accounting policies (continued) IFRS 9 Financial Instruments: Classification and Measurement IFRS 9 as issued reflects the first phase of the IASB’s work on the replacement of IAS 39 and applies to classification and measurement of financial assets as defined in IAS 39. In subsequent phases, the IASB will address classification and measurement of financial liabilities, hedge accounting and derecognition. The completion of this project is expected in 2011. The adoption of the first phase of IFRS 9, mandatory for the Group commencing 1 April 2013, will have an effect on the classification and measurement of the Group’s financial assets. The Group will quantify the effect in conjunction with the other phases, when issued, to present a comprehensive picture. IFRS 10 Consolidated Financial Statements IFRS 10 builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The changes introduced by IFRS 10 will require management to exercise significant judgement to determine which entities are controlled, and therefore are required to be consolidated by a parent, compared with the requirements that were in IAS 27. The standard will be adopted with a commencement date of 1 April 2013 and will be reviewed to understand any possible impact on the financial position of the Group. IFRS 11 Joint Arrangements IFRS 11 replaces IAS 31 Interests in Joint Ventures and provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as is currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. The standard will be adopted with a commencement date of 1 April 2013 and will be reviewed to understand any possible impact on the financial position of the Group. IFRS 12 Disclosures of Interests in Other Entities IFRS 12 is a new and comprehensive standard on disclosure requirements for all forms on interests in other entities, including subsidiaries, joint arrangements and unconsolidated structured entities. A number of new disclosures are required. One of the most significant changes introduced by IFRS 12 is that an entity is now required to disclose the judgements made to determine whether it controls another entity. The standard will be adopted with a commencement date of 1 April 2013 and will be reviewed to understand any possible impact on the financial position of the Group. IFRS 13 Fair Value Measurement IFRS 13 establishes a single framework for measuring fair value where that is required by other standards. The standard applies to both financial and non-financial items measured at fair value. The standard will be adopted with a commencement date of 1 April 2013 and will be reviewed to understand any possible impact on the financial position of the Group. Improvements to IFRSs not yet adopted In April 2009 and May 2010 the IASB issued amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard. The Group has adopted the relevant 2009 amendments as detailed on page 57. The Group has not yet adopted the following relevant 2010 amendments although they are not expected to impact on the financial position or performance of the Group. The improvements can be summarised as follows: IFRS 3 Business Combinations: The measurement options for non-controlling interests resulting from a business combination have been limited. Further, acquisition related costs are required to be expensed and not included in the purchase price and contingent consideration should be recognised at fair value on the acquisition date. IFRS 7 Financial Instruments: Disclosures: The amendment includes multiple clarifications related to the disclosure of financial instruments. IAS 27 Consolidated and Separate Financial Statements: Any future partial disposal of an equity interest in a subsidiary that does not result in a loss of control will be accounted for as an equity transaction and will have no impact on goodwill, nor will it give rise to any gain or loss. Where there is loss of control of a subsidiary, any retained interest will have to be re-measured to fair value, which will impact the gain or loss recognised on disposal. 67 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 3. Segment information The Group reports its segments in the way it internally manages its business as follows: 27 March 2011 External revenue Revenue between segments Total segment revenue Operating profit before exceptional items Modernisation costs – operating exceptional items Operating (loss)/profit after modernisation costs before other operating exceptional items Other operating exceptional items Operating (loss)/profit Profit on disposal of property, plant and equipment Profit on disposal of associate company UK operations UK Letters & Parcels and International Post Office Limited £m 6,857 28 £m 776 345 Other Total £m 381 £m 7,671 142 515 Other European operations General Logistics Systems £m 1,485 - 6,885 1,121 180 8,186 1,485 72 (192) (120) (48) (168) 60 - 36 (15) 21 (40) (19) 5 - 20 128 - (207) 20 - (79) (88) 20 (167) - 44 65 44 118 - 118 - 118 - - Total £m 9,156 515 9,671 246 (207) 39 (88) (49) 65 44 (Loss)/profit before financing and taxation 1 The ‘Other’ segments’ external revenue comprises £37m (2010 £45m) relating to the provision of facilities management services by Romec (108) (14) (58) 118 64 60 Limited and £1m (2010 £1m) for building engineering services provided by NDC 2000 Limited. Finance costs of £114m (2010 £98m), finance income of £69m (2010 £47m) and net pensions interest of £167m (2010 £329m) when added to the profit before financing and taxation of £60m (2010 £118m) reconciles to the Group loss before taxation of £152m (2010 £262m). There is no single customer for which revenues from transactions amount to 10% or more of the total revenues earned in the current period or in the prior period. Pages 19 to 26 confirm the activities of the major business segments. 28 March 2010 – Restated for internal organisation structure change in 2010-11 UK Letters & Parcels and International £m 6,978 29 UK operations Post Office Limited £m 838 343 External revenue Revenue between segments Total segment revenue 7,007 1,181 Operating profit before exceptional items Exceptional items - modernisation Operating profit after modernisation costs before other operating exceptional items Other operating exceptional items Operating profit/(loss) Profit on disposal of property, plant and equipment Profit/(loss) before financing and taxation 205 (185) 20 5 25 2 27 72 (39) 33 (72) (39) 3 (36) Other European operations General Logistics Systems £m 1,487 - 1,487 112 - 112 - 112 - 112 Other £m 461 145 191 15 - 15 - 15 - 15 Total £m 7,862 517 8,379 292 (224) 68 (67) 1 5 6 Total £m 9,349 517 9,866 404 (224) 180 (67) 113 5 118 68 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 3. Segment information (continued) The following amounts are included within operating profit before exceptional items: 27 March 2011 Depreciation Amortisation of intangible assets Share of post tax (loss)/profit from joint ventures and associates 28 March 2010 Depreciation Amortisation Share of post tax profit from joint ventures and associates UK operations UK Letters & Parcels and International £m Post Office Limited Other Total £m £m £m 223 29 (1) - - 25 - 223 - 4 29 28 UK operations UK Letters & Parcels and International £m Post Office Limited Other £m £m 217 25 3 - - - - 27 11 Total £m 217 25 41 4. People information (a) People costs excluding ColleagueShare and restructuring costs Wages and salaries Pensions Social security Subpostmasters Temporary resource Other European operations General Logistics Systems £m 27 7 - Other European operations General Logistics Systems £m 29 7 - 2011 £000 4,398 458 304 475 82 Total £m 250 36 28 Total £m 246 32 41 2010 £000 4,439 441 300 480 86 5,717 5,746 (b) People numbers The number of people employed, calculated on a headcount basis, were: UK Letters & Parcels and International Post Office Limited UK wholly owned subsidiaries UK partially owned subsidiaries General Logistics Systems Group total Period end employees Average employees 2011 155,181 7,782 162,963 4,254 13,167 2010 160,291 8,209 168,500 4,217 12,885 2011 2010 157,317 162,907 8,066 8,576 165,383 171,483 4,244 13,120 4,199 12,917 180,384 185,602 182,747 188,599 The number of subpostmasters employed at the period end were: Total 2011 8,283 2010 8,448 69 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 4. People information (continued) (c) Directors’ emoluments Directors’ emoluments Amounts earned under Long-Term Incentive Plans Number of Directors accruing benefits under defined benefit schemes 2011 £000 2,714 - 2 The Directors’ Remuneration Report discloses full details of Directors’ emoluments and can be found on pages 45 to 48. 5. Operating costs Operating profit before exceptional items is stated after charging: (a) Pensions charge (note 26): Cash Non-cash (b) Distribution and conveyance operating costs: Operating lease charges on vehicles Other distribution and conveyance (c) Depreciation and amortisation: Depreciation of owned property, plant and equipment Depreciation of property, plant and equipment under finance lease and hire purchase contracts Total depreciation (note 10) Amortisation of intangible assets (note 13) Operating lease charges on property, plant and equipment (excluding vehicles); Minimum lease rentals payable Lease rentals receivable Property, facilities and maintenance costs Computers and telephones costs Consultancy, marketing and legal fees Bureau de Change foreign currency exchange losses Regulatory body costs: Postcomm Consumer Focus 6. Auditor’s remuneration Audit of statutory financial statements Other fees to the auditor: Statutory audits for subsidiaries Other services supplied pursuant to such legislation Taxation services Other services Total 2010 £000 3,035 2,626 2 2010 £m 441 526 (85) 1,579 30 1,549 278 210 36 246 32 215 220 (5) 308 247 178 - 14 11 3 2010 £000 597 1,427 329 121 46 2011 £m 458 442 16 1,619 19 1,600 286 205 45 250 36 222 228 (6) 297 262 116 1 13 10 3 2011 £000 597 1,398 442 55 29 The Group paid no additional amounts in 2011 in respect of the 2010 audit (£199,000 in 2010 in respect of the 2009 audit). 2,521 2,520 70 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 7. Operating exceptional items The results for the year include a number of non-recurring or restructuring costs which fall outside of the Group’s normal trading activity. These are items which, in management’s judgement, need to be disclosed by virtue of their size or incidence in order to provide greater visibility of the underlying results of the business, which the Board believes to be a more meaningful indication of ongoing operational performance. An analysis of the exceptional items included within the income statement is as follows: 2011 £m £m 2010 £m £m Modernisation costs: ColleagueShare - ‘share’ scheme - dividend - business transformation Restructuring costs: Provision for restructuring (note 21) Other restructuring costs Impairment of property, plant and equipment (note 10) Total modernisation costs Other operating exceptional costs: Provision for potential industrial claims Impairment of property, plant and equipment (note 10) Impairment of intangible assets (note 13) Impairment of investment in associate company (note 15) Other exceptional items Total operating exceptional items 109 1 (41) (256) (8) (30) (29) (12) (2) (15) 28 (72) - 69 (44) (264) (12) (207) (180) - (224) (177) (3) - (58) (18) - 9 (88) (295) (67) (291) The £109m release (2010 £28m release) for the ‘share’ scheme and the £1m release (2010 £72m charge) for the dividend reflects the decrease in estimated liability in respect of ColleagueShares as at the balance sheet date (note 21). The £41m charge (2010 £nil) relates to ColleagueShare payments that are now linked to the achievement of key modernisation milestones as part of the pay deal with the Communication Workers Union. The £256m (2010 £178m) restructuring charge in provisions is in respect of redundancy costs of £237m (2010 £167m) resulting mainly from operational efficiency initiatives in UKLPI and Post Office Limited. Other Group restructuring exceptional charges of £19m (2010 £11m) were incurred during the year. These were mainly in respect of onerous property lease obligations. Other restructuring costs of £8m (2010 £3m) refer to employees’ excess travel expenses associated with modernisation of the business. The £12m (2010 £nil) impairment included within modernisation costs relates to the derecognition of plant and equipment £10m and building fit-out £2m as a result of business transformation. Material costs of litigation requiring separate disclosure due to size and incidence amounted to £30m. A provision was raised to meet these costs of potential industrial claims. Other impairments of £43m (2010 £76m) relate to Post Office Limited comprising £29m (2010 £57m) property, plant and equipment and £11m (2010 £15m) intangible assets, iRed Partnership Limited (iRed) comprising £nil (2010 £1m) property, plant and equipment and £1m (2010 £3m) intangible assets and a further £2m charge (2010 £nil) in relation to impairment of the carrying value of the investment in an associate company. Due to ongoing losses, the carrying values of asset purchases made by Post Office Limited and iRed during the year have been impaired to their recoverable amount. Other exceptional items charged of £15m (2010 net £9m accrual release in respect of professional fees) were in respect of State Aid and Postal Services Bill related costs. 71 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 8. Net finance costs The following analysis excludes net pensions interest. Unwinding of discount relating to ColleagueShare scheme Interest payable on financial liabilities carried at amortised cost Finance costs Interest received on available for sale financial assets Interest received on loans and receivables financial assets Finance income Net finance costs (excluding net pensions interest) 2011 £m (7) (107) (114) 60 9 69 (45) 2010 £m (9) (89) (98) 42 5 47 (51) The finance costs of £114m (2010 £98m) include £13m (2010 £7m) in respect of finance charges payable under finance lease and hire purchase contracts. The finance income of £69m (2010 £47m) includes gains of £6m (2010 £nil) on available for sale financial assets which were released from equity and recognised in the income statement for the year. 9. Income tax The major components of the income tax charge for the years ended 27 March 2011 and 28 March 2010 are: 2011 £m 2010 £m Tax charged in the income statement Current income tax: Current UK income tax credit Foreign tax Adjustments in respect of current income tax of previous years Deferred income tax: Relating to origination and reversal of temporary differences Income tax charge reported in the income statement Tax charged to equity Income tax related to items charged or credited directly to equity: Deferred income tax charge related to actuarial movements in the pension deficit Deferred income tax charge related to movements in hedging reserve Current income tax charge for fair value adjustments on financial assets investments Income tax charge reported in equity Total taxation charge Current income tax charge Deferred income tax charge Total income tax charge reported (16) 35 (1) 18 88 106 - 4 5 9 23 92 115 (24) 31 (3) 4 54 58 4 5 10 19 14 63 77 72 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 9. Income tax (continued) A reconciliation between the tax charges and the product of accounting loss multiplied by the UK rate of Corporation Tax for the years ended 27 March 2011 and 28 March 2010 is as follows: Loss before taxation At UK standard rate of Corporation Tax of 28% Overseas current tax rates Tax over-provided in prior years Non-taxable income Non-deductible expenses Associates’/joint ventures’ profit after tax charge included in Group pre-tax profit Net increase in tax charge resulting from derecognition of deferred tax assets Profit from asset disposals eligible for relief Other Tax charge in the income statement Effective income tax rate 2011 £m (152) (43) (3) (1) (12) 15 (8) 192 (28) (6) 106 - 2010 £m (262) (73) (2) (3) (6) 16 (11) 149 (2) (10) 58 - Deferred tax relates to the following: Balance sheet Income statement Liabilities Accelerated capital allowances Goodwill qualifying for tax allowances Gross deferred tax liabilities Assets Deferred capital allowances Provisions and other Pensions temporary differences Losses available for offset against future taxable income Hedging derivatives temporary differences Goodwill qualifying for tax allowances Gross deferred tax assets Net deferred tax (liability)/asset Consolidated income statement 2011 £m 2010 £m 2011 £m - (5) 8 (29) (2) (62) 2 - (1) (9) (10) 9 1 - 6 (8) - 8 (2) (1) (4) (5) 1 30 2 68 (6) - 95 90 2010 £m - (4) (103) (6) (2) 65 (1) (3) (88) (54) The Group has unrecognised deferred tax assets of £2,017m (2010 £2,847m), comprising £1,218m (2010 £2,253m) relating to the retirement benefit obligation, £452m (2010 £360m) relating mainly to fixed asset timing differences, and £347m (2010 £234m) relating to tax losses in subsidiaries that are available to offset against future taxable profits. The Group has capital losses carried forward, the tax effect of which is £15m (2010 £24m) and temporary differences related to capital losses of £91m (2010 £107m). The Group has rolled over capital gains of £61m (2010 £73m); no tax liability would be expected to crystallise should the assets into which the gains have been rolled be sold at their residual value, as it is anticipated that a capital loss would arise. Finance (No 2) Act 2010 reduced the main rate of corporation tax to 27% with effect from 1 April 2011. The effect of this change on unrecognised deferred tax is included in these accounts and is detailed above. In March 2011 the Chancellor of the Exchequer announced that the main rate of corporation tax will be 26% for the year commencing 1 April 2011 and that there will be successive annual one percentage point reductions until the rate reaches 23% with effect from 1 April 2014. However, in accordance with accounting standards the effect of these rate reductions on deferred tax balances has not been reflected in these accounts due to the relevant legislation not having been substantively enacted at the balance sheet date. A reduction to 23% would, based on losses and temporary differences at 27 March 2011, reduce the Group’s unrecognised deferred tax assets by £296m. 73 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 9. Income tax (continued) The taxation of foreign profits rules were enacted in Finance Act 2009. Under the foreign profits rules, a dividend exemption was introduced which largely exempts dividends received on or after 1 July 2009 from UK corporation tax. The Group has applied this legislation in arriving at its UK tax results for the accounting period ended 27 March 2011 and 28 March 2010. At 27 March 2011, there was no recognised or unrecognised deferred income tax liability (2010 £nil) for taxes that would be payable on the unremitted earnings of certain of the Group’s subsidiaries, associates or joint ventures, as the Group has no liability to additional taxation should such amounts be remitted due to the availability of exemptions and other reliefs, including the UK dividend exemption. 10. Property, plant and equipment Cost At 29 March 2010 Exchange rate movements Reclassification Additions Disposals Reclassification to non-current assets held for sale (note 16) At 27 March 2011 Depreciation and impairment At 29 March 2010 Exchange rate movements Reclassification Depreciation (note 5) Impairment (note 7) Disposals Reclassification to non-current assets held for sale (note 16) At 27 March 2011 Net book value At 27 March 2011 At 29 March 2010 (5) (75) 74 (109) (12) 1,592 891 (1) (40) 44 - (21) (10) 863 729 828 Land and buildings Long leasehold £m Short leasehold £m Freehold £m Plant and machinery £m Motor vehicles £m Fixtures and equipment £m Total £m 1,719 267 601 1,143 - (4) 19 (5) - 277 - 79 17 (4) - 693 (2) (2) 85 (42) - 1,182 460 (1) 3 44 (34) - 472 964 5,154 (1) (1) 52 (6) (9) - 291 (200) - (12) 1,008 5,224 166 387 682 233 860 3,219 - (3) 7 - (1) - 169 108 101 - 42 38 7 (4) - 470 223 214 (2) - 74 10 (42) - 722 460 461 - 1 53 1 (30) - 258 214 227 (1) - 34 23 (6) (4) - 250 41 (104) - (10) 910 3,392 98 1,832 104 1,935 Depreciation rates are disclosed within accounting policies (note 2). No depreciation is provided on freehold land, which represents £190m (2010 £205m) of the total cost of properties. The net book value of the Group’s property, plant and equipment held under hire purchase contracts and finance leases amounts to £262m (2010 £176m) comprising £152m (2010 £157m) vehicles, £88m (2010 £13m) plant and machinery and £22m (2010 £6m) land and buildings. The net book value of the Group’s property, plant and equipment includes £150m (2010 £197m) in respect of assets in the course of construction. The net book value of the Group’s land and buildings includes £383m (2010 £409m) in respect of building fit-out. The £291m (2010 £370m) additions do not include any borrowing costs capitalised in relation to specific qualifying assets (2010 £nil). On 24 March 2011 an agreement was implemented to substitute £102m pension escrow financial investments with mortgages against certain property assets. The carrying value of these property assets of £33m is included within the £729m freehold land and buildings total above. The fair value of these property assets, based on a residual cashflow analysis*, exceeds their carrying value by £124m. *A residual cashflow analysis determines a price that could be paid for the property given the expected ‘as if complete’ value of the proposed development and the total cost of the proposed development, allowing for market level profit margins and having due regard to the known characteristics of the property and the inherent risk involved in its development. 74 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 10. Property, plant and equipment (continued) Land and buildings Long leasehold £m Short leasehold £m Freehold £m Plant and machinery £m Motor vehicles £m Fixtures and equipment £m Total £m 1,669 263 549 1,104 (6) (12) 93 1 (8) - 1 4 - - 11 55 - (1) (14) (5) (11) 71 - (16) (18) 1,719 - 267 - 601 - 1,143 851 158 338 642 (2) - 52 11 (7) (14) 891 828 818 - - 7 2 - - 35 28 (1) (14) - 166 101 105 - 387 214 211 (3) (6) 63 1 (15) - 682 461 462 Cost At 30 March 2009 Exchange rate movements Reclassification Additions Acquisition of businesses Disposals Reclassification to non-current assets held for sale (note 16) At 28 March 2010 Depreciation and impairment At 30 March 2009 Exchange rate movements Reclassification Depreciation (note 5) Impairment (note 7) Disposals Reclassification to non-current assets held for sale (note 16) At 28 March 2010 Net book value At 28 March 2010 At 30 March 2009 11. Leasehold land payment Net book value At 29 March 2010 and 30 March 2009 Amortisation At 27 March 2011 and 28 March 2010 390 (1) 13 101 - (43) - 460 205 (1) 6 57 5 (39) - 233 227 185 947 4,922 (3) (2) 46 - (24) - 964 (15) - 370 1 (106) (18) 5,154 842 3,036 (2) - 32 11 (23) - 860 104 105 (8) - 246 58 (99) (14) 3,219 1,935 1,886 2011 £m 2010 £m 4 (1) 3 4 - 4 75 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 12. Goodwill Cost At 29 March 2010 and 30 March 2009 Exchange rate movements Acquisition of businesses At 27 March 2011 and 28 March 2010 Impairment At 29 March 2010 and 30 March 2009 Exchange rate movements At 27 March 2011 and 28 March 2010 Net book value At 27 March 2011 and 28 March 2010 At 28 March 2010 and 29 March 2009 2011 £m 2010 £m 636 (11) 3 628 439 (8) 431 197 197 663 (27) - 636 457 (18) 439 197 206 The carrying value of goodwill arising on business combinations of £197m (2010 £197m) at the balance sheet date includes £195m (2010 £195m) relating to the General Logistics Systems (GLS) business segment. In line with the accounting policy (see note 2), this goodwill has been reviewed for impairment. An impairment loss is recognised for the amount by which the carrying value of an asset or cash generating unit exceeds the recoverable amount. The recoverable amount is the higher of net realisable value and value in use. The carrying value of GLS, excluding interest bearing and tax related assets and liabilities, is £450m (2010 £456m) at year end and the operating profit before exceptional items is £118m (2010 £112m) for the year (note 3). The carrying value represents a multiple of 3.8 (2010 4.1) on operating profit before exceptional items. The net realisable value of GLS, for the purposes of the impairment review (i.e. the ‘fair value less costs to sell’), has been assessed with reference to earnings multiples for quoted entities in a similar sector. On this basis, the net realisable value of GLS has been assessed to be in excess of the carrying value. No reasonable possible change in the earnings multiples referenced would reduce the net realisable value to below the carrying value. 76 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 13. Intangible assets 2011 2010 Master franchise licences £m Customer listings £m Software £m Total £m Master franchise licences £m Customer listings £m Software £m Total £m Cost At 29 March 2010 and 30 March 2009 24 27 325 376 25 28 255 Additions Disposals Acquisition of businesses Exchange rate movements - - - - - - 2 - 73 (16) - - 73 (16) 2 - At 27 March 2011 and 28 March 2010 24 29 382 435 Amortisation and impairment At 29 March 2010 and 30 March 2009 22 22 233 277 Impairment (note 7) Amortisation Disposals Exchange rate movements - 2 - - - 3 - - 12 31 12 36 (16) (16) - - At 27 March 2011 and 28 March 2010 24 25 260 309 Net book value At 27 March 2011 and 28 March 2010 At 29 March 2010 and 30 March 2009 - 2 4 5 122 92 126 99 - - - (1) 24 22 - 1 - (1) 22 2 3 308 71 (1) - (2) 71 (1) - - 325 376 - - - (1) 27 19 189 230 - 4 - (1) 22 5 9 18 27 (1) - 18 32 (1) (2) 233 277 92 66 99 78 The intangible assets recognised in the Group’s balance sheet, none of which have been internally generated, have finite lives and are being written down on a straight-line basis. The amortisation charge of £36m (2010 £32m) relating to intangible assets is aggregated within ‘other operating costs’ in the income statement and disclosed in note 5. Details of the impairment are disclosed in note 7. The £73m (2010 £71m) additions include £1m (2010 £0.2m) borrowing costs capitalised in relation to specific qualifying assets. 14. Business combinations The acquisitions during the current or prior years are not material and therefore the following disclosures are made on an aggregated basis. The table below sets out the identifiable assets and liabilities that were acquired at their fair values to the Group as at the date of acquisition. Tangible assets acquired Intangible assets recognised on acquisition Goodwill recognised on acquisition Total cost recognised Gross consideration Less deferred consideration Net cash outflow Fair value Total 2011 £m - 2 3 5 5 (3) 2 The General Logistics Systems (GLS) subsidiary acquired Reggio Emilia and North Turin franchise area businesses in Italy on 1 September 2010 and 1 March 2011 respectively. If these combinations had taken place at the beginning of the financial year, Group revenue from continuing operations would have been £9,161m. The goodwill of £2m and £1m respectively, arising on these acquisitions is indicative of the relative quality of the acquired entities. Combined profits of the acquired entities since their respective acquisition dates and if they had been acquired at the beginning of the financial year are not material in the context of the Group’s profit after tax. 77 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 15. Investments in joint ventures and associates Joint ventures During 2010–11 and 2009-10, the Group’s only joint venture investment was a 50% interest in First Rate Exchange Services Holdings Limited, whose principal activity is the provision of Bureau de Change. Associates Details of the Group’s 2010-11 and 2009-10 associate investments are provided in note 29. The reporting dates for these investments is 31 March 2011 except for Quadrant Catering Limited (30 September 2010) and G3 Worldwide Mail N.V. (Spring) (31 December 2010). Estimates of the profits of Quadrant Catering Limited and G3 Worldwide Mail N.V. (Spring), from their reporting date to 27 March 2011 (and 28 March 2010 for the prior year), have been included to ensure that the reported share of profits of associates aligns with the Group’s financial year. There are no significant restrictions on the ability of associates to transfer funds to the Group in the form of cash dividends, repayment of loans or advances. Joint ventures Share of net assets Goodwill Net investments Associates Share of net assets Goodwill Net investments Share of post tax pre dividend profit £m At 29 March 2010 £m 74 1 75 61 11 72 28 - 28 - - - Impairment £m Disposal £m Dividend £m - - - - (2) (2) - - - (20) (9) (29) Total net investments in joint ventures/associates During the year the Group disposed of its 20% shareholding in Camelot Group plc and Camelot Global Services Limited. 147 (29) 28 (2) The goodwill impairment relates to the Group’s investment in the G3 Worldwide Mail N.V. (Spring) associate company. At 30 March 2009 £m Share of post tax pre dividend profit £m Reclassification £m Dividend £m Joint ventures Share of net assets Goodwill Net investments Associates Share of net assets Goodwill Net investments Total net investments in joint ventures/associates 71 1 72 60 9 69 141 32 - 32 9 - 9 41 - - - (2) 2 - - The reclassification above relates to the increased shareholding in G3 Worldwide Mail N.V. (Spring). (30) - (30) (9) - (9) (39) (29) - (29) (6) - (6) At 27 March 2011 £m 72 1 73 32 - 32 105 At 28 March 2010 £m 74 1 75 61 11 72 (35) 147 78 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 15. Investments in joint ventures and associates (continued) 2011 2010 Joint ventures £m Associates £m Total £m Joint ventures £m Associates £m Total £m Share of assets and liabilities: Current assets Non-current assets Share of gross assets Current liabilities Non-current liabilities Share of gross liabilities Share of net assets Share of revenue and profit: Revenue Profit after tax 16. Non-current assets held for sale Net book amount At 29 March 2010 Reclassification from property, plant and equipment Reclassification to property, plant and equipment Disposals At 27 March 2011 150 2 152 (80) - (80) 72 74 28 49 21 70 (37) (1) (38) 199 23 222 (117) (1) (118) 32 104 380 - 454 28 172 3 175 (101) - (101) 74 77 32 123 53 176 (112) (3) (115) 61 295 56 351 (213) (3) (216) 135 1,206 1,283 9 41 Land and buildings Freehold £m Long leasehold £m 5 4 (2) (3) 4 - - - - - Total £m 5 4 (2) (3) 4 The planned disposal of these property assets is as a result of the rationalisation of the Group portfolio. During the year a gain of £8m (2010 £2m) was recognised in the income statement in relation to the disposal of non-current assets held for sale. Net book amount At 30 March 2009 Reclassification from property, plant and equipment Reclassification to property, plant and equipment Disposals At 28 March 2010 17. Inventories Supplies and materials (uniforms, fuel, printing and stationery, mailbags, engineering spares) Merchandise (retail, lottery products and stamps) Total Land and buildings Freehold £m Long leasehold £m 2 5 (1) (1) 5 1 - - (1) - 2011 £m 30 8 38 Total £m 3 5 (1) (2) 5 2010 £m 30 8 38 During the year no inventory items were written off (2010 £1m). Engineering spares items are included net of a provision for impairment of £5m (2010 £4m). The cost of inventories recognised as an expense in the income statement is £160m (2010 restated £142m). 79 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 18. Current trade and other receivables Trade receivables Prepayments and accrued income Client receivables in the Post Office Limited network Total Movements in the provision for bad and doubtful debts were as follows: At 29 March 2010 and 30 March 2009 Foreign exchange rate adjustment Receivables provided for during the year Release of provision Utilisation of provision At 27 March 2011 and 28 March 2010 The amount of trade receivables that were past due but not impaired are as follows: Past due not more than one month Past due more than one month and not more than two months Past due more than two months Total past due but not impaired Provided for or not yet overdue Provision for bad and doubtful debts Total trade receivables 19. Cash and cash equivalents Cash in the Post Office Limited network Cash at bank and in hand Total cash at bank, in hand or in the Post Office Limited network Cash equivalent investments: Short-term deposits Total cash and cash equivalents 2011 £m 853 124 977 158 1,135 2011 £m 32 - 11 (6) (11) 26 2011 £m 64 14 29 107 772 (26) 853 2011 £m 704 100 804 297 1,101 2010 £m 855 151 1,006 149 1,155 2010 £m 29 - 17 (7) (7) 32 2010 £m 90 7 14 111 776 (32) 855 2010 £m 708 145 853 84 937 Cash and cash equivalents comprise amounts held physically in cash, bank balances available on demand and deposits for three months or less, dependent on the immediate cash requirements of the Group. Where interest is earned, this is either at floating or short-term fixed rates based upon bank deposit rates. The fair value of cash and cash equivalent investments is not materially different from the carrying value of £1,101m (2010 £937m). 80 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 20. Financial liabilities Amounts falling due in: One year or less or on demand (current) More than one year (non-current) More than one year but not more than two More than two years but not more than five More than five years Total Loans and borrowings £m 375 1,478 - 601 877 1,853 Finance lease/hire purchase contracts £m 65 193 50 109 34 258 Derivative liabilities £m 3 - - - - 3 2011 Total £m 443 1,671 50 710 911 2,114 2010 Loans and borrowings £m Finance lease/hire purchase contracts £m Derivative liabilities £m Total £m Amounts falling due in: One year or less or on demand (current) More than one year (non-current) More than one year but not more than two years More than two years but not more than five years More than five years Total 388 1,138 - 301 837 1,526 61 120 45 73 2 181 17 1 1 - - 18 Loans and borrowings £m Further committed facility £m BIS loans to Royal Mail Group Ltd BIS loans to Post Office Limited Committed facilities Miscellaneous loans and borrowings in subsidiaries Total 1,477 375 1,852 1 1,853 300 775 1,075 - 1,075 Average interest rate of loan drawn down % 6.3 0.8 4.5 Total facility £m 1,777 1,150 2,927 1 2,928 BIS loans to Royal Mail Group Ltd BIS loans to Post Office Limited Committed facilities Miscellaneous loans and borrowings in subsidiaries Total Loans and borrowings £m Further committed facility £m 1,177 343 1,520 6 1,526 560 807 1,367 - 1,367 Average interest rate of loan drawn down % 6.6 0.8 2.2 Total facility £m 1,737 1,150 2,887 6 2,893 466 1,259 46 374 839 1,725 2011 Average maturity date of loan drawn down year 2017 2011 2012 2010 Average maturity date of loan drawn down year 2018 2010 2011 81 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 20. Financial liabilities (continued) The miscellaneous loans and borrowings in subsidiaries are either unsecured or secured on various assets (mainly property) of the overseas subsidiaries. The loans are repayable in variable and fixed amounts over their maturity periods. The obligations under finance leases and hire purchase contracts are either unsecured or secured on the leased assets. These are repayable in variable and fixed amounts over their maturity periods. The average interest rate is 5% (2010 5%). The average maturity date is more than five years (2010 within two to three years). The undrawn committed facilities, in respect of which all conditions precedent had been met at the balance sheet date, expire as follows: Expiring in one year or less Expiring in more than one year, but not more than two years Expiring in more than two years Total The following securities apply to the Group’s committed facilities: 2011 £m - 775 300 1,075 2010 £m - 807 560 1,367 Royal Mail Group Ltd senior debt facility Royal Mail Group Ltd shareholder loan facility Royal Mail Group Ltd other drawn down loans 2011 2010 £m 900 £m 900 Fixed charges over Royal Mail Holdings plc’s shares in Royal Mail Group Ltd and Royal Mail Security Group Ltd’s shares in Royal Mail Estates Limited. Floating charges over all assets of Royal Mail Holdings plc, Royal Mail Group Ltd and Royal Mail Estates Limited excluding certain Group properties over which mortgages are held as security to the Royal Mail Pension Plan 377 337 None 500 500 Fixed charges over any Royal Mail Group Ltd loans to General Logistics Systems B.V., any Royal Mail Group Ltd loans to subsidiaries of General Logistics Systems B.V. and Royal Mail Investments Limited’s shares in General Logistics Systems B.V. Floating charge over non- regulated assets of Royal Mail Group Ltd 1,777 1,737 Post Office Limited facility 1,150 1,150 Floating charge over all assets of Post Office Limited and a negative pledge* over cash and near Total 2,927 2,887 cash items *The negative pledge is an agreement not to grant security over these assets or to set up a vehicle that has the same effect. The Royal Mail Group Ltd shareholder loan increased by £40m (2010 £37m) as a result of accrued interest added to the loan balance. The Post Office Limited facility of £1,150m is currently restricted to funding the cash and near cash items held within the Post Office Limited network. The BIS loans to Post Office Limited under the facility are short dated on a programme of liquidity management and mature on average 1 day after the year end (2010 1 day). On maturity it is expected that further loans will be drawn down under this facility, which expires in 2012. The security in place in the previous year was as disclosed above – with the exception of the £102m mortgages over certain Group properties which were completed in March 2011. The BIS loans to Royal Mail Group Ltd and Post Office Limited become repayable immediately on the occurrence of an event of default under the loan agreements. These events of default include non-payment, insolvency and breach of covenant relating to interest and total indebtedness. It is not anticipated that the Company is at risk of breaching any of these obligations, except as discussed in note 2. 82 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 21. Provisions for liabilities and charges At 28 March 2010 Arising during the year: - charged in operating exceptional items - charged in other operating costs Unused amounts reversed Utilised in the year Discount rate adjustment At 27 March 2011 Disclosed as: Current at 27 March 2011 Non-current at 27 March 2011 Current at 28 March 2010 Non-current at 28 March 2010 Exceptional Restructuring and other costs ColleagueShare Other £m 114 299 - (13) (181) 2 221 141 80 221 88 26 114 £m 108 - - (109) (4) 7 2 2 - 2 - 108 108 £m 54 - 25 (7) (17) - 55 38 17 55 42 12 54 Total £m 276 299 25 (129) (202) 9 278 181 97 278 130 146 276 Restructuring and other exceptional costs The provision for restructuring principally comprises redundancy schemes of £159m (2010 £97m). Unused amounts reversed of £13m principally relate to the Heathrow Worldwide Distribution Centre (HWDC) project where a change in business strategy has resulted in it no longer being probable that an outflow of resources will be required to settle the Group’s obligations. The HWDC strategy has been superseded by the London Mail Centre Review, a new strategy developed in the current year requiring a new provision to be raised for £34m. A further £32m relates to onerous property and commercial contracts associated with restructuring projects and £30m relating to the costs of potential industrial claims. The timing of cash flows for such provisions is by its nature uncertain and dependent upon the outcome of related events. ColleagueShare Royal Mail operates a ‘share’ scheme referred to as ColleagueShare. This is a five-year scheme running to March 2012. The provision at 27 March 2011 of £2m (2010 £108m) represents the potential liability for the financial years up to 2011-12. Other Other provisions of £55m (2010 £54m) are those recognised principally for the expected liabilities arising from property exits in the normal course of business. These principally comprise onerous lease obligations and decommissioning costs. Other provision amounts arise from estimated exposures resulting from legal claims incurred in the normal course of business. ‘Other’ provision amounts are expected to be utilised in 2011-12, with the remainder within 2 to 3 years, except £5m onerous property contracts expected to be utilised within 3 to 5 years, and a further £2m expected to be utilised over a period greater than 5 years. 83 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 22. Current trade and other payables Trade payables and accruals Advance customer payments Social security Deferred consideration on business combinations Client payables in the Post Office Limited network Amounts due to pension schemes relating to redundancies Interest Capital payables ColleagueShare accrual Total 2011 £m 1,179 307 95 1,581 2 314 12 2 50 - 1,961 2010 £m 1,179 299 95 1,573 - 313 6 2 108 74 2,076 The Group, through Post Office Limited, receives and disburses cash on behalf of Government agencies and other clients to customers through its Post Office branch network. Amounts owed to these parties are separately shown as client payables above. The level of cash held and the related payables can vary significantly at each balance sheet date. The change in the carrying value of the discounted element of the payable balance due to the passage of time is not material. Capital payables represent liabilities outstanding in relation to the acquisition of property, plant and equipment and intangible assets. 23. Non-current other payables Lease incentives Other payables Deferred consideration on business combinations Total 24. Financial risk management objectives and policies 2011 £m 24 9 1 34 2010 £m 22 21 - 43 The Group’s principal financial instruments, other than derivatives, comprise short-term deposits, money market liquidity investments, Government gilt edged securities, loans, finance leases and hire purchase contracts and cash. The main purposes of these financial instruments are to raise finance and manage the liquidity needs of the business operations. The Group has various other financial instruments such as trade receivables and trade payables, which arise directly from operations. The Group enters into derivative transactions, principally commodity swaps and forward currency contracts. The purpose is to manage the commodity and currency risks arising from the Group’s operations. It is, and has been throughout the year under review, the Group’s policy that no speculative trading in financial instruments shall be undertaken. The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, foreign currency risk, commodity price and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. Interest rate risk The Group’s exposure to market risk for changes in interest rates relates to the Group’s debt obligations and interest bearing financial assets. The BIS loans to Royal Mail Group Ltd of £1,477m (2010 £1,177m) are a mix of £600m (2010 £nil) variable rate and £877m (2010 £1,177m) fixed interest rate with a combined average maturity date of 2017 (2010 – average date of 2018). The BIS loans to Post Office Limited of £375m (2010 £343m) are at short-dated fixed interest rates with average maturity 1 day (2010 average 1 day). The total interest bearing financial assets of the group (excluding the non-current investments) of £397m (2010 £191m) are at short-dated fixed or variable interest rates with average maturity 5 days (2010 average 3 days). These short-dated financial instruments are maturity managed to obtain the best value out of the interest yield curve. The Group’s policy is to manage its net interest expense using an appropriate mix of fixed and variable rate financial instruments. No external hedging of interest rate risk is undertaken. The following table demonstrates the sensitivity to reasonably possible changes in interest rates, with all other variables held constant, of the Group’s profit before taxation and equity based upon the financial instruments held at the balance sheet date. The effect from available for sale (whether floating or fixed rate) financial assets is calculated as the change in fair value at the balance sheet date and impacts equity. 84 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 24. Financial risk management objectives and policies (continued) The effect from other floating rate financial instruments is calculated as the balance of the instruments multiplied by the change in interest rates and impacts profit before taxation. There is no effect on either profit before taxation or equity from other financial instruments. 2011 2010 Effect on profit before taxation gains/(losses) £m Effect on equity gains/(losses) £m Effect on profit before taxation gains/(losses) £m Effect on equity gains/(losses) £m Effect of an increase in Sterling interest rates of 100 basis points (1%) Effect of a decrease in Sterling interest rates of 50 basis points (0.5%) (3) 2 (143) 84 (1) 1 (149) 90 Foreign currency risk The Group is exposed to foreign currency risk due to trading with overseas postal operators for carrying UK mail abroad and delivering foreign origin mail in the UK, the balances held to operate the Bureau de Change services within Post Office Limited and various purchase contracts denominated in foreign currency. These risks are mitigated by hedging programmes managed by Group Treasury. Where possible, exposures are netted internally and any remaining exposure is hedged using a combination of external spot and forward contracts. Hedging will not normally be considered for exposures of less than £1m and hedging is normally confined to 80% of the forecast exposure where forecast cash flows are highly probable. The Group’s obligation to settle with overseas postal operators is denominated in Special Drawing Rights (SDRs) – a basket of currencies comprised of US dollar (US$), Japanese Yen, Sterling and Euro. Group Treasury operates a rolling 18-month hedge programme, which is subsequently reviewed on a quarterly basis. An external SDR hedge was put in place during 2010-11. For the Bureau de Change business, balances of major currency holdings are hedged along with minor currencies showing a closely correlated movement. The Group’s obligations to settle conveyance charges in US$ has been hedged to April 2012. The Group has two active hedge programmes covering obligations to settle Euro invoices on automation projects. The Group does not hedge the translation exposure created by the net assets of its overseas subsidiaries. However it does hedge the transactional exposure created by inter-company loans with these subsidiaries. The table below demonstrates the sensitivity of the Group to its gross currency exposures (before hedging) together with how much the 2011- 12 operating profit before exceptional items (‘operating profit’) would differ from 2010-11 as a result of the changes to 27 March 2011 in exchange rates post the impact of the Group’s hedging programmes. The sensitivity analysis is the impact on the Group’s operating profit that would result from a movement in exchange rates (excluding any hedges in place). It is calculated as the difference between the operating profit that would have been reported based upon actual currency transactions and actual exchange rates during the year (but excluding the impact of any hedges in place) and the operating profit that would have been reported based upon actual currency transactions but with exchange rates with sterling 5% weaker. The impact on 2011-12 operating profit is calculated as the movement in operating profit (from actual 2010-11 operating profit) that would arise on the actual currency transactions in 2010-11 at the actual hedge rates for 2011-12 where hedges are in place and the closing exchange rates for 2010-11 where no hedge exists. The analysis below excludes the impact of changes in US$/Sterling exchange on diesel and jet fuel prices as this analysis is included in the commodity price risk note. The analysis is different from the analysis provided in last year’s financial statements (which reported the sensitivity of the Group’s financial instruments at the balance sheet date) as the new analysis is felt to more usefully illustrate the exposures of the Group. 2011 2010 Impact on operating profit of a 5% weakening of sterling (before hedging) £m gain/(loss) Impact of no further change in exchange rate on 2011-12 operating profit versus 2010-11 (post hedging) £m gain/(loss) Impact on operating profit of a 5% weakening of sterling (before hedging) £m gain/(loss) Impact of no further change in exchange rate on 2010-11 operating profit versus 2009-10 (post hedging) £m gain/(loss) (2) (9) - 1 1 (3) (4) - US$ Euro 85 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 24. Financial risk management objectives and policies (continued) Commodity price risk The Group is exposed to fuel price risk arising from operating one of the largest vehicle fleets in Europe, which consumes over 130 million litres of fuel per year, and a jet fuel price risk arising from the purchasing of air freight services. The Group’s fuel risk management strategy aims to reduce uncertainty created by the movements in the oil and foreign currency markets. The strategy uses over-the-counter derivative products (in both US$ commodity price and US$/Sterling exchange rate) to manage these exposures. In addition, the Group is exposed to the commodity price risk of purchasing electricity and gas. The Group’s risk management strategy aims to reduce uncertainty created by the movements in the electricity and gas markets. These exposures are managed by locking into fixed rate price contracts with suppliers and using over-the-counter derivative products to manage these exposures. The table below demonstrates the sensitivity of the Group to it’s gross commodity price exposures (before hedging) together with how much the 2011-12 operating profit before exceptional items (‘operating profit’) would differ from 2010-11 as a result of the changes to 27 March 2011 in commodity prices post the impact of the Group’s hedging programmes. The sensitivity analysis is the impact on the Group’s operating profit that would result from a movement in commodity prices (excluding any hedges in place). It is calculated as the difference between the operating profit that would have been reported based upon actual commodity transactions and actual commodity prices during the year (but excluding the impact of any hedges in place) and the operating profit that would have been reported based upon actual commodity transactions but with commodity prices 5% higher. The impact on 2011-12 operating profit is calculated as the movement in operating profit (from actual 2010-11 operating profit) that would arise on the actual commodity transactions in 2010-11 at the actual hedge prices for 2011-12 where hedges are in place and the closing commodity prices for 2010-11 where no hedge exists. 2011 2010 Impact on operating profit of a 5% increase in price (before hedging) £m gain/(loss) Impact of no further change in price on 2011-12 operating profit versus 2010-11 (post hedging) £m gain/(loss) Impact on operating profit of a 5% increase in price (before hedging) £m gain/(loss) Impact of no further change in price on 2010-11 operating profit versus 2009-10 (post hedging) £m gain/(loss) Diesel and Jet (5) (21) (4) 23 Credit risk Royal Mail operates a credit policy, which provides a fair and equitable arrangement for all its account customers. The level of credit granted is based on a customer’s risk profile assessed by an independent credit referencing agent. The credit policy is applied rigidly within the regulated products area so as to ensure that Royal Mail is not in breach of compliance legislation. Assessment of credit for the non-regulated products is based on commercial factors, which are commensurate with the Group’s appetite for risk. Royal Mail has a dedicated credit management team, which sets and monitors credit limits, and takes corrective action as and when appropriate. Credit controls in place have limited the level of bad debt incurred to around 0.1% (2010 0.1%) of turnover. With respect to credit risk arising from other financial assets of the Group, which comprise cash, cash equivalent investments, available for sale financial assets, held to maturity financial assets, held for trading financial assets, loans and receivables financial assets and certain derivative instruments, the Group invests/trades only with high quality financial institutions. The Group’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. There are no significant concentrations of credit risk within the Group. Liquidity risk The Group’s primary objective is to ensure that the Group has sufficient funds available to meet its financial obligations as they fall due. This is achieved by aligning short-term investments and borrowing facilities with forecast cash flows. Typical short-term investments include money market funds, time deposits with approved counterparties, UK Government gilts and Treasury bills. Borrowing facilities are regularly reviewed to ensure continuity of funding. The unused facilities for Royal Mail Group Ltd of £300m expire in 2014 (2010 £560m expiring in 2014). The unused facility for Post Office Limited of £775m expires in 2012 (2010 £807m expiring in 2011). Additionally, the Group has £200m (2010 £200m) of uncommitted lines of credit which are reviewed annually. Capital management Royal Mail Holdings plc is a public limited company whose shares are not traded and the Group regards its capital as share capital, share premium, retained earnings and debt provided by the UK Government. The sole shareholder and the provider of the majority of debt to the Group is the UK Government. The management of capital is closely linked to the Group’s relationship with its shareholder. The Group maintains its liquidity requirements by the management of its internal funds and by the drawing down of equity and debt from its shareholder as well as drawing on limited external debt facilities. The Group’s debt to equity ratio is determined by its shareholder. As explained in the going concern section in note 2 the loans and the funding structure of the Group may be subject to change. Financial assets – pension escrow investments On 23 March 2007, Royal Mail Holdings plc and Royal Mail Group Ltd established £1bn of investments in escrow. These investments are held as security to the Royal Mail Pension Plan in support of the 38 year deficit recovery period from March 2009. At 27 March 2011, Royal Mail Holdings plc had £1,074m (2010 £1,011m) of financial assets in the pension escrow and Royal Mail Group Ltd had £87m (2010 £178m) of financial assets plus mortgages on certain Group properties. Charges over these assets have been registered. Further details on the Royal Mail Pension Plan, including the latest full actuarial valuation, are contained in note 26. 86 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 25. Financial instruments Carrying amounts and fair values Set out below is a summary by category of the carrying amounts of all the Group’s financial instruments. Trade receivables, payables, prepayments, accruals and client payables have been omitted from this analysis on the basis that carrying value is a reasonable approximation for fair value. Pension scheme assets and liabilities are also excluded. Fair values have been calculated using current market prices (forward exchange rates/commodity prices) and discounted using appropriate discount rates. There are no material differences between the fair value (transaction price) of all financial instruments at initial recognition and the fair value calculated using these valuation techniques. The fair value of the BIS loans to Royal Mail Group Ltd (non-current) is £1,563m at 27 March 2011 (2010 £1,197m). The fair value of ‘Obligations under finance leases and hire purchase contracts’ is £262m (2010 £184m). For all other financial instruments fair value is equal to the carrying amount. The tables below also set out the carrying amount of the currency of the Group’s financial instruments: Level Classification Sterling £m US$ £m Euro £m Other £m Financial assets Cash at bank, in hand or in Post Office Limited network Cash equivalent investments - Money market funds - Short-term deposits – local government - Short-term deposits – bank Cash and cash equivalents Financial assets – investments (current) Loans and receivables Loans and receivables Loans and receivables - Short-term deposits – Government/local government Loans and receivables Financial assets – investments (non-current) - Bank deposits Loans and receivables Financial assets – pension escrow investments (non-current) - Cash at bank - Treasury bills - Gilt edged securities (conventional) - Gilt edged securities (index linked) Derivative assets – current - non-current Total financial assets Financial liabilities Financial liabilities – loans and borrowings (current) - BIS loans to Post Office Limited Obligations under finance leases and hire purchase contracts (current) Financial liabilities – loans and borrowings (non-current) - BIS loans to Royal Mail Group Ltd - Miscellaneous loans in subsidiaries (non-current) Obligations under finance leases and hire purchase contracts (non-current) Derivative liabilities – current Total financial liabilities Net total financial assets 1 Available for sale 1 Available for sale 1 Available for sale 2 2 2 Amortised cost Amortised cost Amortised cost Amortised cost Amortised cost 659 296 142 29 125 955 1 - 1,161 3 242 143 773 6 1 2,124 (375) (375) (65) (1,477) (1,477) - (193) - (2,110) 2011 Total £m 804 297 142 29 126 13 103 29 1 - - 1 - - - - - - - - 14 103 29 1,101 - 44 - - - - - 21 5 84 - - - - - - - (2) (2) - - - - - - - 9 - - - - - - - - - - 1 44 1,161 3 242 143 773 36 6 112 29 2,349 - - - (1) - (1) - (1) (2) - - - - - - - - (375) (375) (65) (1,478) (1,477) (1) (193) (3) (2,114) 14 82 110 29 235 87 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 25. Financial instruments (continued) There are no financial assets or liabilities designated at fair value through the income statement on initial recognition. The criteria for codification of ‘Level’ in the above table is described in the accounting policy ‘Fair value measurement of financial instruments’ on pages 63 and 64. The financial assets – investments (non-current) – bank deposits of £44m (2010 £49m) and £1m (2010 £nil) of the cash equivalent investments are pledged as collateral to a counterparty bank which has provided a letter of credit in support of a lease payable obligation. Derivative assets £36m current, £6m non-current (2010 £24m current, £3m non-current) and liabilities £3m current, £nil non-current (2010 £17m current, £1m non-current) are valued at fair value. Effective changes in the fair value of derivatives, which are part of a designated cash flow hedge under IAS 39, are deferred into equity. All other changes in derivative fair value are taken straight to the income statement. None of the financial assets listed above are either past due or considered to be impaired. The decrease in pension escrow investments of £28m (2010 increase of £83m) consists of £54m (2010 £41m) interest on the investments plus £20m (2010 £42m) movement in fair value deferred into the Financial Assets Reserve, less £102m (2010 £nil) released from escrow, substituted by mortgages on certain Group properties. Financial assets Cash at bank, in hand or in Post Office Limited network Cash equivalent investments - Money market funds - Short-term deposits – bank Cash and cash equivalents Financial assets – investments (current) Level Classification Sterling £m US$ £m Euro £m Other £m 2010 Total £m Loans and receivables Loans and receivables 700 14 116 23 853 84 38 46 - - - - - - - - - 84 38 46 784 14 116 23 937 - Short-term deposits – Government/local government Loans and receivables Financial assets – investments (non-current) - Bank deposits Loans and receivables Financial assets – pension escrow investments (non-current) - Cash at bank - Treasury bills - Gilt edged securities (conventional) - Gilt edged securities (index linked) Derivative assets – current - non-current Total financial assets Financial liabilities Financial liabilities – loans and borrowings (current) - BIS loans to Royal Mail Group Ltd - BIS loans to Post Office Limited - Miscellaneous loans in subsidiaries (current) Obligations under finance leases and hire purchase contracts (current) Financial liabilities – loans and borrowings (non-current) - BIS loans to Royal Mail Group Ltd - Miscellaneous loans in subsidiaries (non-current) Obligations under finance leases and hire purchase contracts (non-current) Derivative liabilities – current – non-current Total financial liabilities 1 Available for sale 1 Available for sale 1 Available for sale 2 2 2 2 Amortised cost Amortised cost Amortised cost Amortised cost Amortised cost Amortised cost Amortised cost 1 - 1,189 2 269 137 781 - - 1,974 (383) (40) (343) - (60) (1,137) (1,137) - (120) (7) (1) (1,708) - 49 - - - - - 15 2 80 - - - - - - - - - (7) - (7) - - - - - - - 9 1 - - - - - - - - - 1 49 1,189 2 269 137 781 24 3 126 23 2,203 (5) - - (5) (1) (1) - (1) - (3) - (10) - - - - - - - - - - - - (388) (40) (343) (5) (61) (1,138) (1,137) (1) (120) (17) (1) (1,725) Net total financial assets 266 73 116 23 478 88 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 25. Financial instruments (continued) Interest rate risk Interest on financial instruments classified as floating rate is repriced at intervals of less than one year. Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument. The tables below set out the carrying amount by maturity of the Group’s financial instruments that are exposed to interest rate risk. The pension escrow investments mature between 1 day and 45 years but have been disclosed as maturing in greater than 5 years as the investments have been provided as security to the Royal Mail Pension Plan in support of the 38 year deficit recovery period from March 2009. The floating rate BIS loans to Royal Mail Group Ltd mature in 2014 and interest rates on these loans are set for periods between 7 days and 6 months as selected by the Group. Financial year ended 27 March 2011 Average effective interest rate % Within 1 year £m 1-2 years £m 2-5 years £m More than 5 years £m Fixed rate Cash at bank Cash equivalent investments: - Short-term deposits local government - Short-term deposits - bank Financial assets – investments (current) - Short-term deposits – Government/local government Financial assets – investments (non-current) - Bank deposits Financial assets – pension escrow investments (non- current) - Gilt edged securities (conventional) BIS loans to Post Office Limited BIS loans to Royal Mail Group Ltd Obligations under finance lease and hire purchase contracts Miscellaneous loans in subsidiaries Total Floating rate Cash at bank Cash equivalent investments: - Money market funds - Short-term deposits – bank Financial assets – pension escrow investments (non- current) - Cash at bank - Treasury bills - Gilt edged securities (index linked) BIS loans to Royal Mail Group Ltd Non-interest bearing Cash at bank, in hand or in Post Office Limited network Derivative assets Derivative liabilities Total 3.9 0.6 0.8 7.7 0.4 4.8 0.8 8.4 4.6 4.5 0.8 0.7 0.8 0.4 0.5 4.7 3.0 12 29 92 1 - - (375) - (65) - (306) 87 142 34 - - - - 263 705 36 (3) 738 Total £m 12 29 92 1 - - - - - - - - 24 15 44 - - - 143 - (877) 143 (375) (877) - - - - 5 - - - (50) - (45) (109) (34) (258) (1) (86) - (1) (753) (1,190) - - - - - - - - - 6 - 6 - - - - - - (600) (600) - - - - - - - 3 242 773 - 1,018 - - - - 87 142 34 3 242 773 (600) 681 705 42 (3) 744 Net total financial assets/(liabilities) 695 (39) (686) 265 235 89 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 25. Financial instruments (continued) Financial year ended 28 March 2010 Fixed rate Cash at bank Financial assets – investments (current) - Short-term deposits – Government/local government Financial assets – investments (non-current) - Bank deposits Financial assets – pension escrow investments (non- current) - Gilt edged securities (conventional) BIS loans to Post Office Limited BIS loans to Royal Mail Group Ltd Obligations under finance lease and hire purchase contracts Miscellaneous loans in subsidiaries Total Floating rate Cash at bank Cash equivalent investments: - Money market funds - Short-term deposits – bank Financial assets – pension escrow investments (non- current) - Cash at bank - Treasury bills - Gilt edged securities (index linked) BIS loans to Royal Mail Group Ltd Miscellaneous loans in subsidiaries Total Non-interest bearing Cash at bank, in hand or in Post Office Limited network Derivative assets Derivative liabilities Total Average effective interest rate % Within 1 year £m 1-2 years £m 2-5 years £m More than 5 years £m 3.2 7.7 1.1 4.8 0.8 8.0 4.8 4.5 5 1 - - (343) (40) (61) (1) (439) 0.4 101 0.4 0.8 0.4 0.4 4.9 2.3 1.5 38 46 - - - - (4) 181 747 24 (17) 754 - - - - - - (45) - (45) - - - - - - - - - - 3 (1) 2 (702) (1,211) Total £m 5 1 49 137 (343) (877) (181) (2) 101 38 46 2 269 781 (300) (4) 933 747 27 (18) 756 - - 49 - - - (73) (1) (25) - - - - - - (300) - - - - 137 - (837) (2) - - - - 2 269 781 - - (300) 1,052 - - - - - - - - Net total financial assets/(liabilities) 496 (43) (325) 350 478 90 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 25. Financial instruments (continued) Contractual maturity analysis for gross financial liabilities The tables below set out the gross (undiscounted) contractual cash flows of the Group’s financial liabilities. For overdrafts, loans and finance leases/hire purchase contracts, these cash flows represent the undiscounted total amounts payable including interest. For derivatives which are settled gross, these cash flows represent the undiscounted gross payment due and do not reflect the accompanying inflow. For derivatives which are settled net, these cash flows represent the undiscounted forecast outflow. Gross loans and borrowings commitments £m Gross finance lease/hire purchase instalments £m Sub-total £m Gross payments on derivatives settled gross £m Gross payments on derivatives settled net £m Amounts falling due in: One year or less or on demand (current) More than one year (non-current) More than one year but not more than two years More than two years but not more than five years More than five years 424 2,144 51 717 1,376 76 308 58 119 131 500 2,452 109 836 1,507 379 3 3 - - 2 - - - - 2011 Total £m 881 2,455 112 836 1,507 Total 2,568 384 2,952 382 2 3,336 Gross loans and borrowings commitments £m Gross finance lease/hire purchase instalments £m Sub-total £m Gross payments on derivatives settled gross £m Gross payments on derivatives settled net £m Amounts falling due in: One year or less or on demand (current) More than one year (non-current) More than one year but not more than two years More than two years but not more than five years More than five years 424 1,860 38 416 1,406 68 129 49 76 4 492 1,989 87 492 1,410 345 3 3 - - 10 1 1 - - 2010 Total £m 847 1,993 91 492 1,410 Total 2,284 197 2,481 348 11 2,840 Hedging Activities The Group had the following designated cash flow hedge programmes during the current and previous financial year: i) The diesel fuel hedge programme uses forward commodity price swaps and forward currency purchase contracts to hedge the exposure arising from commodity price and US$/Sterling exchange rates for forecast diesel fuel purchases. ii) The air conveyance hedge programme uses US$ forward currency purchase contracts to hedge the exposure arising from US$/Sterling and Sterling/Euro exchange rates for forecast air conveyance purchases. iii) Three capital programmes using Euro forward currency purchase contracts to hedge the exposure arising from Sterling/Euro exchange rates for contracted capital expenditure on automation projects. iv) The electricity hedge programme uses forward commodity price swaps to hedge the exposure arising from electricity prices. v) The gas hedge programme uses forward commodity price swaps to hedge the exposure arising from gas prices. 91 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 25. Financial instruments (continued) The following table shows the movements on the hedging reserve for each of these hedge programmes: Gains/(losses) deferred into equity during year £m (Gains)/losses released from equity to income during year £m Gains released from equity to the carrying value of non- financial assets during year £m 2011 Diesel fuel Air conveyance Capital programmes Electricity Gas Total 2010 Diesel fuel Air conveyance Capital programmes Electricity Gas Total 18 - (3) 4 5 24 3 (2) (3) (6) (4) (12) (10) (2) - 4 1 (7) 21 (4) - 4 - 21 - - (3) - - (3) - - (4) - - (4) The £7m gains released from equity to income during year (2010 £21m losses) are included within the distribution and conveyance operating costs in the income statement. There is no material ineffectiveness recognised in the income statement relating to cash flow hedges. For all the above cash flow hedge programmes, the underlying cash flows being hedged are expected to occur at the same dates as the hedge instruments (derivatives) mature. For the non-capital programmes (diesel, electricity and air conveyance), the profit or loss will be taken on maturity. For capital programmes, the impact on the income statement will be through the depreciation charge over the life of the asset being hedged. The following table shows the derivatives outstanding at the year end: Commodity/ currency Nominal amount Maturity date Average contracted commodity price/ exchange rate Derivative asset non-current fair value £m Derivative asset current fair value £m Derivative Liability non-current fair value £m Derivative Liability current fair value £m Diesel fuel 148k tonnes Apr 11-Jan 13 US$795/tonne US$ US$ Euro $118m Apr 11-Jan 13 US$1.57/£ $25m Mar 11-Apr 12 US$1.63/£ €67m Mar 11-Apr 12 £0.85/€ Electricity 378k MWH Apr 11-Jan 13 £46/MWH Gas 24m therms Apr 11-Apr 13 £0.56/therm Diesel fuel 141k tonnes Apr 10 – Jan 12 US$703/tonne US$ US$ Euro $99m Apr 10 – Jan 12 US$1.75/£ $18m Apr 10 – Apr 11 US$1.96/£ €82m Apr 10 – Apr 11 £0.80/€ Electricity 448k MWH Apr 10 – Feb 12 £47/MWH Gas 20m therms May 10 – Jan 12 £0.55/therm 2011 Diesel fuel Diesel fuel Air conveyance Capital programmes Electricity Gas Cash flow hedges Other derivatives Total 2010 Diesel fuel Diesel fuel Air conveyance Capital programmes Electricity Gas Cash flow hedges Other derivatives Total 4 - - - 1 - 5 1 6 1 1 - 1 - - 3 - 3 17 - - 2 3 3 25 11 36 2 8 3 8 - - 21 3 24 - - - - - - - - - - - - - (1) - (1) - (1) - (1) - - - - (1) (2) (3) (2) - - - (4) (3) (9) (8) (17) 92 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 25. Financial instruments (continued) Other derivatives represent hedges by the Group of other foreign exchange and commodity price exposures, which are not designated as hedges under IAS 39 (including the hedge of jet fuel costs arising from the purchasing of air freight services, the hedge of the Bureau de Change currency holdings within Post Office Limited, the hedge of the US$ bank deposits and the hedge of inter-company loans with overseas subsidiaries). The Group had outstanding, forward transactions to hedge foreign currency and fuel purchases at contracted rates as follows: Maturing within one year Euro US$ Australian dollars (AU$) Japanese Yen (JPY) Diesel and jet fuel (US$) Electricity and gas (Sterling) Maturing after one year Euro US$ Diesel and jet fuel (US$) Electricity and gas (Sterling) In currency (millions) Sterling equivalents (millions) 2011 2010 2011 2010 336 232 3 1,028 98 - - 50 46 - 293 206 4 - 88 - 4 37 36 - 287 146 2 8 63 20 - 32 29 11 258 121 2 - 48 23 3 23 22 9 The Group’s fuel hedges, which fix the Sterling cost of purchasing fuel, consist of two elements which may be hedged jointly or separately: • • a commodity forward transaction fixing the cost in US$ of purchasing fuel; and a currency forward transaction fixing the Sterling cost of these US$. The table above contains both of these transactions. The commodity forward transactions are shown under the heading ‘Diesel and jet fuel (US$)’ - US$98m (2010 US$88m) maturing within one year and US$46m (2010 US$36m) maturing after one year. The related currency forward transactions are contained within the total of US$ – US$232m (2010 US$206m) maturing within one year and US$50m (2010 US$37m) maturing after one year. 26. Employee benefits – pensions The Group operates pension schemes as detailed below. Scheme Royal Mail Pension Plan (RMPP) Royal Mail Senior Executive Pension Plan (RMSEPP) Royal Mail Defined Contribution Plan (RMDCP) Eligibility UK employees UK senior executives UK employees Type Defined benefit Defined benefit Defined contribution Various other small-scale schemes operated by overseas subsidiaries Overseas subsidiary employees Defined contribution Defined Contribution A charge for the defined contribution schemes of £10m (2010 £5m) was recognised in operating profit before exceptional items within the income statement. The Company contributions to these schemes was £10m (2010 £5m). A new defined contribution plan (RMDCP) was launched in April 2009. New recruits joining from 31 March 2008 are able to begin paying contributions to the new plan after they have worked for the Company for a year. Defined Benefit Both RMPP and RMSEPP are funded by the payment of contributions to separate trustee administered funds. The latest full actuarial valuations of both schemes have been carried out as at 31 March 2009 using the projected unit method. For RMPP, this valuation was concluded at £10.3bn deficit. For RMSEPP, the valuation was concluded at £100m deficit. A series of changes to RMPP and RMSEPP began to take effect on 1 April 2008. The changes encompass: • • • • • the Plan closed to new members from 31 March 2008; all pensions and benefits earned before 1 April 2008 are still linked to final salary at the time of retirement; from 1 April 2008, defined benefits building up for employee members of the Plan are earned on a career salary basis; employees can continue to take their pension on reaching 60 but the normal retirement age will increase to 65 for benefits earned from 1 April 2010; and from 1 April 2010 it will be possible to draw pension earned before the change to normal retirement age at 60, and continue working while still contributing to the Pension Plan until the maximum level of benefits has been reached. 93 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 26. Employee benefits – pensions (continued) Payment of £432m (2010 £521m) was made during the year in respect of regular future service contributions, with £428m (2010 £516m) relating to RMPP. The regular future service contributions charge for RMPP, expressed as a percentage of pensionable pay, has changed to 17.1% (2010 20.0%), effective from April 2010. This rate is not expected to change materially during 2011-12. For RMSEPP, these contributions have changed to 35.9% (2010 48.2%) effective from April 2010. Payment of £299m (2010 £291m) was made during the year to fund the deficit in the schemes, with £292m (2010 £286m) relating to RMPP. Deficit recovery payments are planned for RMPP over the 38 years from the date of the latest full actuarial valuation. These payments will be made before each 31 March, and may therefore span across the Group’s year end (the last Sunday in March). Over the 37 years from 1 April 2010, planned deficit payments are £282m per annum, increasing in line with RPI (base year is 2009-10). For RMSEPP, deficit recovery payments will be £11m per annum less regular future service contributions, from 1 April 2010 to 31 January 2024. On 23 March 2007, the Group established £1bn of investments in escrow as security to the Royal Mail Pension Plan in support of the deficit recovery plan. On 24 March 2011 an agreement was implemented to substitute £102m pension escrow financial investments with mortgages against certain property assets. A current liability of £12m (2010 £6m) has been recognised for payments to the pension schemes relating to redundancy (note 22). During the year, payments of £30m (2010 £50m) relating to redundancy were made. A liability of £1m (2010 £1m) has been recognised for future payment of pension benefits to a past Director (see page 48 Directors’ Remuneration Report). The following disclosures relate to the gains/losses and deficit in the schemes recognised for the RMPP and RMSEPP defined benefit plans in the financial statements of the Group: a) Major long-term assumptions The size of the pension deficit, which is large in the context of the Group and its finances, is materially sensitive to the assumptions adopted. Small changes in these assumptions could have a significant impact on the deficit and overall income statement charge. The major assumptions were: Rate of increase in salaries* Rate of pension increases – RMPP Sections A/B Rate of pension increases – RMPP Section C Rate of pension increases – RMSEPP all members Rate of increase for deferred pensions – RMSEPP members not transferred from Section A or B of RMPP Rate of increase for deferred pensions – all other members Discount rate Inflation assumption Expected average rate of return on assets At 27 March 2011 % pa At 28 March 2010 % pa 4.5 2.8 3.5 3.5 3.5 2.8 5.5 3.5 6.5 4.6 3.6 3.6 3.6 3.6 3.6 5.6 3.6 6.7 *The rate of increase in salaries for 2011-12 and 2012-13 reflects the Business Transformation 2010 and Beyond agreement. From 2013-14 the rate of increase in salaries assumption is RPI + 1%. During 2010, the Government announced that it was intending to change the inflation measure used to determine statutory minimum indexation in deferment and in payment from RPI to CPI during 2011. Where relevant, the inflation assumption has changed from RPI to CPI. The above assumptions relate to both defined benefit plans with the exception of the expected average rate of return on assets which is computed for the combined assets of the plans. The expected average rate of return on assets is a weighted average of the long-term expected rate of return of each principal asset class (see section b). The expected average rate of return is computed at each balance sheet date based on the market values and long-term rate of return of each principal asset class as at that date. Mortality The mortality assumptions for the larger scheme are based on the latest self administered pension scheme (SAPS) mortality tables (S1PMA for male pensioners and S1DFA for female pensioners) with appropriate scaling factors (106% for male pensioners and 101% for female pensioners), allowing for ‘medium cohort’ projections with a 1.25% floor. These are detailed below: Average expected life expectancy from age 60: For a current 60 year old male RMPP member For a current 60 year old female RMPP member For a current 40 year old male RMPP member For a current 40 year old female RMPP member 2011 26 years 29 years 29 years 32 years 2010 26 years 29 years 28 years 31 years 94 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 26. Employee benefits – pensions (continued) b) Plans’ assets and expected rates of return The assets in the plans and the expected rates of return were: Equities Bonds Property Other assets Fair value of plans’ assets Present value of plans’ liabilities Deficit in schemes Market value Long-term expected rate of return 2011 £m 4,268 21,409 1,590 418 27,685 (32,186) (4,501) 2010 £m 5,999 17,652 1,677 486 25,814 (33,855) (8,041) 2011 % pa 8.2 6.2 6.5 4.2 2010 % pa 8.4 6.2 6.6 4.6 There is no element of the above present value of liabilities that arises from plans that are wholly unfunded. Certain of the above investments relate to properties occupied by the Group, but the contribution of these properties to the fair value of plans’ assets is not material. The pension plans have not invested in any other assets used by the Group or in the Group’s own financial instruments. c) Recognised charges An analysis of the separate components of the amounts recognised in the income statement and statement of comprehensive income is as follows: Analysis of amounts recognised in the income statement: Analysis of amounts charged to operating profit before exceptional items: - Current service cost Total charge to operating profit before exceptional items Analysis of amounts charged to operating exceptional items: - Loss due to curtailments (within provision for restructuring charge – note 21) Total charge to operating profit Analysis of amounts charged/(credited) to financing: - Interest on plans’ liabilities - Expected return on plans’ assets Total net charge to financing Net charge to income statement before deduction for tax Analysis of amounts recognised in the statement of comprehensive income: - Actual return on plans’ assets - Less: expected return on plans’ assets Actuarial gains on assets (all experience adjustments) - Experience adjustments on liabilities - Effects of changes in actuarial assumption on liabilities Actuarial gains/(losses) on liabilities 2011 £m 448 448 47 495 1,881 (1,714) 167 662 2,184 (1,714) 470 (8) 2,962 2,954 2010 £m 436 436 42 478 1,701 (1,372) 329 807 5,841 (1,372) 4,469 673 (6,454) (5,781) Total actuarial gains/(losses) recognised in the statement of comprehensive income before deduction for tax 3,424 (1,312) 95 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 26. Employee benefits – pensions (continued) d) Movement in plans’ assets and liabilities Changes in the present value of the defined benefit pension obligations are analysed as follows: Plans’ liabilities at beginning of period Current service cost Curtailment costs* Finance cost Employee contributions Actuarial gains/(losses) (recognised in statement of comprehensive income) Benefits paid Plans’ liabilities at end of period 2011 £m (33,855) (448) (36) (1,881) (152) 2,954 1,232 2010 £m (26,847) (436) (48) (1,701) (158) (5,781) 1,116 (32,186) (33,855) *The curtailment costs in the income statement are recognised on a consistent basis with the associated compensation costs. Estimates of both are included, for example, in any redundancy provisions raised. The curtailment costs above represent the costs associated with those people paid compensation in respect of redundancy during the accounting period. Such payments may occur in an accounting period subsequent to the recognition of costs in the income statement. Changes in the fair value of the plans’ assets are analysed as follows: Plans’ assets at beginning of period Company contributions paid Movement in company contributions accrued Employee contributions Finance income Actuarial gains (recognised in statement of comprehensive income) Benefits paid Plans’ assets at end of period 2011 £m 25,814 761 6 152 1,714 470 (1,232) 27,685 2010 £m 20,071 862 (2) 158 1,372 4,469 (1,116) 25,814 e) History of experience gains and losses The cumulative amount of actuarial gains and losses recognised since transition to IFRSs at 29 March 2004 in the statement of comprehensive income is £1,082m loss (2010 £4,506m loss). The Directors are unable to determine how much of the pension scheme deficit recognised in transition to IFRSs is attributable to actuarial gains and losses since inception of the pension schemes. Consequently, the Directors are unable to determine the cumulative amount of actuarial gains and losses that would have been recognised in the statement of comprehensive income between inception of the pension schemes and transition to IFRSs. Fair value of assets Present value of liabilities Deficit in schemes Experience adjustment on assets Experience adjustment on liabilities 2011 £m 27,685 (32,186) (4,501) 2011 £m 470 (8) 2010 £m 25,814 (33,855) (8,041) 2010 £m 4,469 673 2009 £m 20,071 (26,847) (6,776) 2009 £m (5,481) (10) 2008 £m 23,923 (26,846) (2,923) 2008 £m (1,327) (169) 2007 £m 23,578 (28,563) (4,985) 2007 £m 172 (122) 96 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 27. Issued share capital and reserves Authorised share capital Ordinary shares of £1 each Special Rights Redeemable Preference Share (Special Share) of £1 each Total Issued and called up share capital Ordinary shares of £1 each Special Rights Redeemable Preference Share (Special Share) of £1 each Total 2011 £ 100,000 1 100,001 2011 £ 50,005 1 50,006 2010 £ 100,000 1 100,001 2010 £ 50,005 1 50,006 The Special Share can be redeemed at any time by its holder (the Secretary of State for Business, Innovation and Skills), subject to such redemption being compliant with the Companies Act 2006. The Company cannot redeem the Special Share without the prior consent of its holder. No premium is payable on redemption. On distribution in a winding up of the Company, the holder of the Special Share is entitled to repayment of the capital paid up on the Special Share in priority to any repayment of capital to any other member. The Special Share does not carry any rights to vote. Under section 63(7) of the Postal Services Act 2000, for the purposes of the Companies Act 2006, certain shares issued shall be treated as if their nominal value had been fully paid up. Under sections 72 and 74 of the Postal Services Act 2000, the Secretary of State for Business, Innovation and Skills may issue directions to the Company which, depending on the direction issued, could result in the recognition of a distribution. Reserves identified in the consolidated statement of changes in equity Financial Assets Reserve The Financial Assets Reserve is used to record fair value changes on available for sale financial assets. Foreign Currency Translation Reserve The Foreign Currency Translation Reserve is used to record the gains and losses arising from 29 March 2004 on translation of assets and liabilities of subsidiaries denominated in currencies other than the reporting currency. Hedging Reserve The Hedging Reserve is used to record gains and losses arising from cash flow hedges since 28 March 2005. Other Reserves Other Reserves of £47m (2010 £47m) comprise £2m (2010 £2m) unrealised gain on First Rate Exchange Services Holdings Limited, a joint venture entity, and £45m (2010 £45m) relating to unrealised gains on Midasgrange Limited, an associate company. 28. Commitments Operating lease commitments – Group as lessee The Group is committed to the following future minimum lease payments under non-cancellable operating leases as at 27 March 2011 and 28 March 2010: Within one year Between one and five years Beyond five years Land and buildings 2010 £m 2011 £m 146 456 521 138 436 602 Total 1,123 1,176 Vehicles and equipment 2010 2011 £m £m 11 13 - 24 20 18 1 39 IT equipment 2011 £m 2010 £m 36 19 - 55 32 33 - 65 Total 2011 £m 193 488 521 2010 £m 190 487 603 1,202 1,280 Existing leases for UK land and buildings have an average term of 13 years and any new leases entered into generally have a 15-year term with a 10-year break clause. Existing land and buildings leased overseas by the GLS subsidiary have an average lease term of 9 years. Vehicle leases generally have a term of between 1 and 7 years, depending on the asset class, with the average term being 4 years. The existing leases have an average term remaining of 1 year. There is one IT contract with a lease term of 10 years with 2 years remaining at the balance sheet date. Subleases The Group sublets space in certain properties. The future minimum sublease payments expected to be received under non-cancellable sublease agreements at 27 March 2011 is £8m (28 March 2010 £6m). 97 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 28. Commitments (continued) Operating lease commitments – Group as lessor The Group has entered into lease agreements for unutilised space in the UK estate. These non-cancellable leases have remaining terms of between one and 995 years. Future minimum rentals receivable under non-cancellable operating leases at 27 March 2011 and 28 March 2010 are as follows: Within one year Between one and five years Beyond five years Total minimum lease receipts Finance lease and hire purchase commitments Within one year Between one and five years Beyond five years Total minimum lease payments Less amounts representing finance charges Present value of minimum lease payments 2011 £m 5 13 5 23 2010 £m 5 11 5 21 Minimum lease payments 2011 Present value of minimum lease payments Minimum lease payments 2010 Present value of minimum lease payments £m 76 177 131 384 (126) 258 £m 65 158 35 258 - 258 £m 68 125 4 197 (16) 181 £m 61 118 2 181 - 181 The Group has finance lease contracts for vehicles, land and buildings and plant and equipment. The leases have no terms of renewal, purchase options or escalation clauses and there are no restrictions concerning dividends, borrowings or additional leases. Vehicle leases have a term of between 2 and 7 years, depending on the class of vehicle, with the average term being 3 years. Property leases have a term of between 12 and 108 years with the average term being 69 years. The term of the plant and equipment leases range from 5 to 8 years with the average being 6 years. Capital commitments The Group has commitments of £159m at 27 March 2011 (28 March 2010 £129m), which are contracted for but not provided for in the financial statements. 98 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 29. Related party disclosures The ultimate parent (the Company) and principal subsidiaries Royal Mail Holdings plc is the ultimate parent company of the Group. The consolidated financial statements include the financial statements of Royal Mail Holdings plc and the principal subsidiaries listed below: Company Principal activities Country of incorporation % equity interest Royal Mail Group Ltd Mails and parcels services United Kingdom Post Office Limited Counter, retail and financial services United Kingdom Royal Mail Investments Limited Holding company General Logistics Systems B.V. Parcel services Royal Mail Estates Limited Property holdings Romec Limited Facilities management United Kingdom Netherlands United Kingdom United Kingdom iRed Partnership Limited Document management services United Kingdom 2011 2010 100 100 100 100 100 51 100 100 100 100 100 100 51 100 Royal Mail Holdings plc is the immediate parent company of the Royal Mail Group Ltd subsidiary company. The remaining subsidiary companies listed above have Royal Mail Group Ltd as their immediate parent company. Joint ventures The Group’s 50% interest in First Rate Exchange Services Holdings Limited, a company registered in the United Kingdom, is held by Post Office Limited. The company’s principal activity is the provision of Bureau de Change. Associates The following companies are the principal associates of the Group: Company Principal activities Country of incorporation % Ownership Quadrant Catering Limited Catering services G3 Worldwide Mail N.V. (Spring) Mail services Midasgrange Limited Financial services United Kingdom Netherlands United Kingdom During the year the Group disposed of its 20% shareholding in Camelot Group plc (note 15). 2011 2010 51 51 32.45 32.45 50 50 The majority of Board membership and voting power in Quadrant Catering Limited is held by the Group’s business partner, hence it is not a subsidiary. Management control lies with the Bank of Ireland business partner in the operation of the Midasgrange Limited company and therefore the company is not a joint venture. The investment in Quadrant Catering Limited is held by Royal Mail Group Ltd, the investment in G3 Worldwide Mail N.V. (Spring) is held by Royal Mail Investments Limited and the investment in Midasgrange Limited is held by Post Office Limited. Related party transactions During the year the Group entered into transactions with related parties. The transactions were in the ordinary course of business and included administration and investment services recharged to the Group’s pension plan by Royal Mail Pension Trustees Limited. The transactions entered into and the balances outstanding at the financial year end were as follows: Sales/recharges to related party 2010 £m 2011 £m Purchases/ recharges from related party 2010 £m 2011 £m Amounts owed from related party including outstanding loans 2010 2011 £m £m Amounts owed to related party including outstanding loans 2010 £m 2011 £m 9 - 10 - 30 30 10 - 37 - 33 - 34 - 6 3 - 35 - 7 1 - - - 3 10 30 132 134 9 - - - 3 10 14 - 3 - 1 - 1 - 3 - 1 - 2 Royal Mail Pension Plan Quadrant Catering Limited Camelot Group plc G3 Worldwide Mail N.V. (Spring) Midasgrange Limited First Rate Exchange Services Holdings Limited Group With the exception of Camelot Group plc the investment in which was disposed of during the year and the Royal Mail Pension Plan, the companies listed above are joint ventures and associates of the Group. 99 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 29. Related party disclosures (continued) The sales to and purchases from related parties are made at normal market prices. Balances outstanding at the year end are unsecured, interest free and settlement is made by cash. The Group trades with numerous Government bodies on an arm’s length basis. Transactions with these entities are not disclosed owing to the significant volume of transactions that are conducted. Separately: • • the Group has certain loan facilities with Government (note 20); and the Group has received the Network Subsidy Payment from Government (note 2). Key management compensation Short-term employee benefits Post-employment benefits Other long-term benefits Total compensation earned by key management 2011 £000 2,714 43 - 2,757 2010 £000 3,035 307 2,626 5,968 Key management comprises executive and non-executive Directors of the Royal Mail Holdings plc Board. HM Government is the Company’s sole shareholder and, accordingly, the Directors have no interest in the shares of the Company. 30. Events after the balance sheet date On 30 March 2011 Romec Limited, a 51% owned subsidiary of the Group, disposed of its 99% shareholding in its subsidiary Romec Services Limited to Balfour Beatty plc which holds the 49% non-controlling interest in Romec Limited. As a result of this transaction, Balfour Beatty plc has been released from a contractual obligation that it had in relation to the pension funding for Romec Limited employees. On 9 June 2011, Government announced the passing of the Postal Services Bill. This confirms the Government’s intention to take on the historic pension deficit with effect from March 2012, and the intention to restructure RMG’s balance sheet in due course. 100 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Group five-year summary (unaudited) Income statement Revenue Operating profit before exceptional items Operating exceptional items – modernisation costs Operating profit after modernisation costs before other operating exceptional items Operating exceptional items - other Operating (loss)/profit Non-operating exceptional items Profit/(loss) before financing and taxation Finance income and costs, including net pensions interest (Loss)/profit before tax Taxation (Loss)/profit after tax Statement of cash flows Net (decrease)/increase in cash Net increase/(decrease) in cash equivalents Net increase/(decrease) in cash and cash equivalents Balance sheet Goodwill and intangible assets Property, plant and equipment Other non-current assets, including those classified as held for sale Net current liabilities Non-current liabilities Net liabilities 2011 £m 9,156 246 (207) 39 (88) (49) 109 60 (212) (152) (106) (258) 2011 £m (44)** 213 169 2011 £m 323 1,832 1,331 2010 £m 2009 £m 2008 £m 2007 £m 9,349 9,560 9,388 9,179 404 (224) 180 (67) 113 5 118 (380) (262) (58) (320) 2010 £m 24 (149) (125) 2010 £m 296 1,935 1,493 321 162 233 * - * - * - (149)* (441)* (243)* 172 11 183 (279) 58 (221) (134) 144 49 (278) (229) 2009 £m (255) (118) (373) (77) 212 135 2008 £m 224 (15) 209 2009 £m 2008 £m 284 240 1,886 1,671 1,431 1,824 (10) 118 108 205 313 (27) 286 2007 £m 1 34 35 2007 £m 207 1,619 1,528 (280) (511) (385) (300) (60) (6,313) (9,494) (7,872) (3,676) (5,558) (3,107) (6,281) (4,656) (241) (2,264) *A new measure of profitability after modernisation costs, impacting the presentation of operating exceptional items, has been restated for 2010 only. **The 2011 net decrease in cash of £44m: • • includes the repayment of a £3m overdrawn bank balance relating to the General Logistics Systems (GLS) subsidiary which was included in the 2010 net current liabilities balance of £511m. excludes £2m relating to the impact of foreign exchange rates on cash. 101 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Parent Company financial statements Statement of Directors’ responsibilities in relation to the parent Company financial statements The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • • state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are not required under UK law to prepare a Remuneration Committee Report but, in accordance with the principles of good corporate governance, as outlined in the Combined Code, have chosen to do so. This Report has been prepared by the Remuneration Committee as if the Company was required to comply with both Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 of the United Kingdom and relevant Listing Rules of the Financial Services Authority and has been approved by the Board. The only exception is that a performance graph has not been included, since the Company is not quoted. Moya Greene Matthew Lester 102 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Independent Auditor’s report to the members of the Company, Royal Mail Holdings plc We have audited the parent Company financial statements of Royal Mail Holdings plc for the year ended 27 March 2011 which comprise balance sheet and the related notes 1 to 10. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 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. Respective responsibilities of directors and auditors As explained more fully in the Directors’ Responsibilities Statement set out on page 101, the Directors are responsible for the preparation of the parent Company financial statements and for being satisfied that they give a true and fair view. The Directors are also responsible for the preparation of the Directors’ Remuneration Report, which they have chosen to prepare as if the Company was required to comply with relevant requirements of both the UK Companies Act 2006 (and Regulations thereunder) and the Listing Rules of the Financial Services Authority. The only exception is that a performance graph has not been included, since the Company is not quoted. Our responsibility is to audit and express an opinion on the parent Company financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. In addition, the Company has also instructed us to review whether the section of the Directors’ Remuneration Report that has been described as audited has been properly prepared in accordance with the basis of the preparation described therein. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the parent Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report and Financial Statements to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the parent Company financial statements: • • • give a true and fair view of the state of the Company’s affairs as at 27 March 2011; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006. Emphasis of matter - going concern In forming our opinion, which is not modified, we have also considered the adequacy of the disclosures made in note 1 to the financial statements concerning the Company's ability to continue as a going concern. The conditions described in note 1 indicate the existence of material uncertainties which may cast significant doubt about the Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern. Opinion on other matters prescribed by the Companies Act 2006 In our opinion: • • the part of the Directors’ Remuneration Report that has been described as audited has been properly prepared in accordance with the basis of preparation as described therein; and the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the parent Company financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • • • adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. 103 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Independent Auditor’s report to the members of the Company, Royal Mail Holdings plc (continued) Other matter We have reported separately on the Group financial statements of Royal Mail Holdings plc for the year ended 27 March 2011. That report includes an emphasis of matter. Alison Duncan (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 13 June 2011 104 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Parent Company balance sheet at 27 March 2011 and 28 March 2010 Fixed assets Investments in subsidiaries Investments in pension escrow Total net assets Capital and reserves Share capital Share premium Reserves Profit and loss account Shareholder’s funds Notes 4 5 8 9 9 9 2011 £m - 1,074 1,074 - 430 56 588 1,074 2010 £m 3,784 1,011 4,795 - 430 44 4,321 4,795 The financial statements on pages 104 to 106 were approved by the Board of Directors on 13 June 2011 and signed on its behalf by: Moya Greene Matthew Lester 105 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Notes to the parent Company financial statements 1. Parent Company accounting policies The following accounting policies apply: Financial year The financial year ends on the last Sunday in March and, accordingly, these financial statements are made up to the year ended 27 March 2011 (2010 year ended 28 March). Basis of preparation The financial statements of the parent Company, Royal Mail Holdings plc (the Company) were authorised for issue by the Board on 13 June 2011. The financial statements on pages 104 to 106 have been prepared in accordance with applicable UK Accounting Standards and law, including the requirements of the Companies Act 2006. Unless otherwise stated in the accounting policies below, the financial statements have been prepared under the historic cost accounting convention. In making an assessment on the Company’s ability to continue as a going concern, the Directors have considered the respective going concern assessments made by the Directors of the Royal Mail Group Ltd and Post Office Limited subsidiary companies (see note 2 on pages 58 to 60). In reviewing these assessments, the Directors have also taken account of the fact that the Company acts as guarantor for the Royal Mail Group Ltd £900m senior debt facility and £500m other loans facility (see notes 20 and 25 of the Group financial statements for further details). After careful consideration of all available information, the Directors are of the view that it is appropriate that these financial statements have been prepared on a going concern basis. The Company has not presented its own profit and loss account, as permitted by section 408 of the Companies Act 2006. However, the results of the Company for the year are disclosed in notes 6 and 9 to the financial statements. The Company has taken advantage of paragraph 2D of FRS 29 (IFRS 7) Financial Instruments: Disclosures and has not disclosed information required by that standard, as the Group’s consolidated financial statements in which the Company is included, provide equivalent disclosures for the Group under IFRS 7. No new UK Accounting Standards, which affect the presentation of these financial statements, have been issued. Impairment reviews Unless otherwise disclosed in these accounting policies, fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value may be impaired. The Company assesses at each reporting date whether such indications exist. Where appropriate, an impairment loss is recognised in the profit and loss account for the amount by which the carrying value of the asset (or cash generating unit) exceeds its recoverable amount, which is the higher of an asset’s net realisable value and its value in use. Investments in subsidiaries Investments in subsidiaries within the Company’s financial statements are stated at cost less any accumulated impairment losses. The opening and closing carrying value relates solely to the Company’s investment in Royal Mail Group Ltd, a 100% subsidiary of the Company. Royal Mail Group Ltd is the only direct shareholding of the Company. Investments in pension escrow Investments in pension escrow are financial assets within the scope of FRS 26 Financial Instruments: Recognition and Measurement. The investments are a combination of short-term deposits and long-term investments which mature between 1 day and 45 years but have been included within fixed assets as the investments have been provided as security to the Royal Mail Pension Plan in support of the 38 year deficit recovery period from March 2009. The investments comprise bank balances, Treasury bills and gilt edged securities. Treasury bills, index-linked gilt edged securities and conventional gilt edged securities are classified as available for sale financial instruments on the basis that they are quoted investments that are not held for trading and may be disposed of prior to maturity. The investments are initially recognised at fair value, being the purchase price. After initial recognition, interest is included in the reported profit/(loss) for the year, using the effective interest rate method and the assets are measured at fair value with gains or losses being recognised in the Financial Assets Reserve until the investment is derecognised. Contingent liabilities Contingent liabilities are not disclosed if the possibility of losses occurring is considered to be remote. 2. Directors’ emoluments The Directors of the Company are not paid fees by the Company for their services as Directors of the Company. The Directors of the Company are paid fees by other companies of the Group. These emoluments are disclosed in the Group Annual Report and Financial Statements. 3. Auditor’s remuneration The auditor of the Company is not paid fees by the Company. The auditor of the Company is paid fees by the other companies of the Group. This remuneration is disclosed in the Group Annual Report and Financial Statements. 106 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 4. Investments in subsidiaries At 29 March 2010 and 30 March 2009 Impairment charge At 27 March 2011 and 28 March 2010 Cost £m 4,160 - 4,160 Impairment £m (376) (3,784) (4,160) 2011 £m 3,784 (3,784) 2010 £m 3,784 - - 3,784 In accordance with FRS 11 ‘Impairment of Fixed Assets and Goodwill’ the carrying value of the Company’s investment in Royal Mail Group Ltd has been compared to its recoverable amount, represented by its value in use to the Company. The value in use has been derived from discounted cash flow projections using the Company’s pre-tax Weighted Average Cost of Capital (WACC). The accounting standard prevents benefits from future restructuring being included in the cash flow projections. Therefore the cash flow projections have not been adjusted to reflect any of the potential actions considered by the Directors in concluding on the going concern basis of preparation of the Group financial statements. Details of these considerations are given in the funding section of note 2 of the Group financial statements. The comparison of the carrying value of the Company’s investment in Royal Mail Group Ltd to its recoverable amount has resulted in an impairment charge of £3,784m reflecting the continued decline in revenues and the costs of the modernisation programme. 5. Investments in pension escrow Cash at bank Treasury bills Gilt edged securities (index linked) Gilt edged securities (conventional) Investments in pension escrow 6. Profit and loss account 2011 Average effective rate % 0.4 0.5 4.7 4.8 2010 Average effective rate % 0.4 0.4 4.9 4.8 2010 £m 1 229 664 117 1,011 2011 £m 3 242 707 122 1,074 The Company is a non-trading company. The loss for the period relates to an impairment of the carrying value of the investment in Royal Mail Group Ltd of £3,784m (2010 £nil), income from the investments in pension escrow of £46m (2010 £35m) and a tax credit of £5m (2010 £10m). 7. Taxation A tax charge of £5m (2010 £10m) has been taken to the Financial Assets Reserve, reflecting the tax liability on the fair value changes on available for sale financial assets. A tax credit of £5m (2010 £10m) has been taken to the profit and loss account, reflecting the sheltering of that tax liability by losses of other Group companies. 8. Share capital Details of the share capital are disclosed in the Group Annual Report and Financial Statements in note 27. 9. Shareholder’s funds At 29 March 2010 and 30 March 2009 Loss for the year Taxation on items taken directly to reserves Gains on financial asset investments Share premium £m 430 - - - 4,321 (3,733) - - Profit and loss account £m Financial Assets Reserve £m At 27 March 2011 and 28 March 2010 430 588 Financial Assets Reserve The Financial Assets Reserve is used to record fair value changes on available for sale financial assets. 2011 Total £m 4,795 (3,733) (5) 17 2010 Total £m 4,724 45 (10) 36 1,074 4,795 44 - (5) 17 56 10. Charges Details of charges registered over the assets of the Company are contained in the Group financial statements in notes 20 and 25. 107 Royal Mail Holdings plc Annual Report and Financial Statements 2010-11 Forward looking statements This document contains statements concerning the Group’s business, financial condition, results of operations and certain of the Group’s plans, objectives, assumptions, projections, expectations or beliefs with respect to these items. The Company cautions that any forward looking statements in this document may and often do vary from actual results and the differences between these statements and actual results can be material. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. The Company undertakes no obligation to release publicly the result of any revisions to these forward looking statements that may be made to reflect events or circumstances after the date of this document, including, without limitation, changes in the Group’s strategy, or to reflect the occurrence of unanticipated events. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Such forward looking statements should, therefore, be considered in light of various important factors that could cause actual results and developments to differ materially from those expressed or implied by these forward looking statements. These factors include, among other things: the impact of competitive products and pricing; the occurrence of major operational problems; the loss of major customers; limitations imposed by the Group’s indebtedness; undertakings and guarantees relating to pension funds; contingent liabilities; risks of litigation and risks associated with the Group’s overseas operations. Corporate information Registered Office and Group Head Office Royal Mail Holdings plc 100 Victoria Embankment LONDON EC4Y 0HQ Telephone: 020 7250 2888 Registered No: 4074919 Royal Mail, the Cruciform, the colour red, Parcelforce Worldwide and the Parcelforce Worldwide logo are registered trademarks of Royal Mail Group Ltd. Post Office and the Post Office symbol are registered trademarks of Post Office Limited. Group Annual Report and Financial Statements 2011 © Royal Mail Group Ltd 2011. All Rights Reserved. Corporate website Additional corporate and other information can be accessed on the following website www.royalmailgroup.com. Information made available on the website is not intended to be, and should not be regarded as being, part of the financial statements. The maintenance and integrity of the Group’s websites is the responsibility of the Directors; the work carried out by the auditor does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Auditor Ernst & Young LLP 1 More London Place LONDON SE1 2AF Solicitor Slaughter and May 1 Bunhill Row LONDON EC1Y 8YY Regulator (Postcomm) Postal Services Commission Hercules House 6 Hercules Road LONDON SE1 7DB Actuary Towers Watson Limited Watson House London Road REIGATE Surrey RH2 9PQ Consumer Body Consumer Focus 4th Floor Artillery House Artillery Row London SW1P 1RT 

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