Contents
Overview
1
Group overview
Strategic Report
Strategy
Chairman’s statement
2
Group Chief Executive’s review
4
6
Business model
7 Market overview
18 Resources and relationships
Risks and uncertainties
23
facing the business
27 Key performance indicators
Performance
28 Segmental reviews
32
Group Chief Financial
Officer’s report
Governance
35 Corporate Governance Statement
49 Directors’ Remuneration Report
68 Directors’ Report
70 Directors’ Responsibilities
71
Independent auditors’ report
78
Financial statements
76 Consolidated income statement
Consolidated statement of
77
comprehensive income
Consolidated and Company
statements of financial position
Consolidated statement of
changes in equity
Company statement of changes
in equity
Consolidated and Company
statements of cash flows
80
79
81
82 Notes to the financial statements
128 Shareholder information
What we do
Savills is a global real estate
services provider listed on
the London Stock Exchange.
We now have an international
network of over 600 offices
and associates and over
27,000 staff throughout the
Americas, the UK, Continental
Europe, Asia Pacific, Africa
and the Middle East, offering
a broad range of specialist
advisory, management and
transactional services to
clients all over the world.
Our vision
Our services
To advise private, institutional
and corporate clients seeking
to acquire, manage, lease,
develop or realise the value
of prime residential and
commercial property in the
world’s key locations.
Transaction Advisory
The Transaction Advisory business stream comprises
commercial, residential, leisure and agricultural leasing, tenant
representation and investment advice on purchases and sales.
See page 28
Consultancy
Provision of a wide range of professional property services
including valuation, building and housing consultancy,
environmental consultancy, landlord and tenant, rating,
development, planning, strategic projects, corporate
services and research. See page 30
Property and Facilities Management
Management of commercial, residential, leisure and agricultural
property for owners. Provision of a comprehensive range of
services to occupiers of property, ranging from strategic advice
through project management to all services relating to a property.
See page 30
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Investment Management
Investment management of commercial and residential property
portfolios for institutional, corporate or private investors, on a
pooled or segregated account basis. See page 31
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Group highlights
Revenue
Statutory profit after tax
£1,078.2m
(2013: £904.8m)
£62.7m
(2013: £51.4m)
Underlying profit*
Operating cash generation
£100.5m
(2013: £75.2m)
£96.1m
(2013: £70.8m)
Underlying profit margin
9.3%
(2013: 8.3%)
Underlying earnings
per share
55.2p
(2013: 43.1p)
Geographical spread
(% non-uk)
52%
(2013: 49%)
Property under
management (sq ft)
2.1bn
(2013: 2.0bn)
Breadth of service
(% non-transactional income)
54%
(2013: 60%)
Assets under management
€7.2bn
(2013: €5.1bn)
* Underlying profit is calculated by
adjusting reported pre-tax profit for
profit/loss on disposals, share-based
payment adjustment, impairment and
amortisation of goodwill and intangible
assets (excluding software), other
impairments, restructuring costs
and acquisition related costs (refer
to Note 2 to the financial statements)
Savills plc Report and Accounts 2014
1
Chairman’s statement
Successful implementation
of our US growth strategy
and improved business
activity in many of our key
markets resulted in record
revenue and profits in 2014
2
Savills plc Report and Accounts 2014
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Results
The Group’s underlying profit for the year increased by 34% to
£100.5m (2013: £75.2m), on revenue which improved by 19% to
£1,078.2m (2013: £904.8m). The Group’s statutory profit before
tax increased by 21% to £84.7m (2013: £70.1m).
Overview
With investors globally seeking secure income in a historically low
interest rate environment, the proportion of investment portfolios
allocated to real estate investment has continued to grow. 2014
demonstrated the importance of Savills strengths in the prime
markets of many of the world’s key cities. Furthermore, the
development of our US growth strategy, through the acquisition
of Studley, Inc. in May 2014, enhanced our position in that market
and specifically in transaction advice to occupiers.
Our Transaction Advisory revenue grew by 38%, our Consultancy
business revenue by 13% and our Property Management
revenue by 3%. Many of the principal commercial markets in
which we operate experienced an exceptionally strong finish to
the year, including record performances in the UK and Asia and
a return to profit in Continental Europe. Our Residential business
benefited from a resilient market in Prime Central London and
improved market conditions in the UK regions. In Asia, the size
and stability of our Property Management business, a record
performance in Japan and strong growth in Taiwan and Australia
collectively helped to mitigate the effect of subdued investment
markets in Hong Kong, Singapore and mainland China.
In Continental Europe, improved market conditions benefited our
predominantly transaction orientated businesses with revenue
increasing by 19% and a return to profit for the first time since
before the financial crisis. Cordea Savills, the Group’s Investment
Management business, delivered an improved performance
across its European platform increasing Assets Under
Management (‘AUM’) by 41% and attracting some high quality
fund inflows, which drove an increase in revenue and profits.
The Board’s ongoing focus on improving margin continued to
drive an increase in profitability, with the Group’s underlying profit
margin advancing to 9.3% from 8.3% in 2013. Considerable
performance improvement in the broader UK market, together
with elimination of losses in Continental Europe and the
contribution of Savills Studley in the US, represented
the principal contributors to that increase.
Business development
Savills strategy is to be a leading adviser in the key markets in
which we operate. Our global strategy is delivered locally by our
experts on the ground with flexibility to adapt quickly to changes
in circumstances and opportunities. They are supported by our
regional and cross-border investment and occupier service
specialists. Over the last few years we have acquired a number
of small businesses and added teams and individual hires to
our strong core business.
In light of the increasing internationalisation of both occupier
and investment markets, during the past few years, the Board
has devoted considerable time to appraising the most appropriate
route to build Savills position in the strategically important US
market. Having concluded that the acquisition of an appropriately
positioned business was the ideal route, we entered discussions
with Studley, Inc. in early 2013 and were delighted to announce
the completion of the acquisition on 30 May 2014.
In the first seven months under Savills ownership, Studley, Inc.
has performed exceptionally well in some of the most globally
important cities in the US and the way in which our people around
the world have come together has exceeded our expectations.
In addition, we have looked at expanding the geographical
coverage of the Cordea Savills investment management platform.
During the year Cordea Savills took its first step outside Europe
with the acquisition of Merchant Capital KK, a small investment
management firm in Tokyo with approximately £250m AUM.
We continue to evaluate opportunities to grow this important
business line.
Board
Due to other commitments, Clare Hollingsworth retired from
the Board on 12 May 2014. On behalf of the Board I would like
to thank her for her considerable contribution during her time
at Savills both as a Director and as Chairman of the
Remuneration Committee.
On 24 June 2014 Liz Hewitt joined the Board as an independent
Non-Executive Director.
Dividends
An initial interim dividend of 3.75p per share (2013: 3.5p)
amounting to £4.9m was paid on 13 October 2014, and a final
ordinary dividend of 7.25p (2013: 7.0p) is recommended, making
the ordinary dividend 11.0p for the year (2013: 10.5p). In addition,
a supplemental interim dividend of 12.0p (2013: 8.5p) is declared,
based upon the underlying performance of our Transaction
Advisory business. Taken together, the ordinary and supplemental
dividends comprise an aggregate distribution for the year of
23.0p per share, representing an increase of 21% on the 2013
aggregate dividend of 19.0p. The final ordinary dividend of 7.25p
per ordinary share will, subject to shareholders’ approval at the
Annual General Meeting on 13 May 2015, be paid alongside the
supplemental interim dividend of 12.0p per share on 18 May 2015
to shareholders on the register at 17 April 2015.
People
On behalf of the Board, I wish to express my thanks to all our
staff worldwide for their hard work, commitment and continued
focus on client service, enabling the Group to deliver a very
strong performance in 2014.
Outlook
We have made a solid start to 2015 with performance in line
with management expectations. We retain a cautious view on the
timing of the recovery in the Hong Kong commercial market and
expect the UK residential market to remain subdued as a result
of uncertainty around the General Election. We expect that
these factors will lead to a greater than usual weighting of our
performance towards the second half of the year. However, the
strength of our enhanced US operation, the scope of our UK
business and the breadth of our Asia Pacific coverage together
with further improvement in Continental Europe, all position
Savills well for the future.
Peter Smith
Chairman
Savills plc Report and Accounts 2014
3
Group Chief Executive’s review
Recovery in Continental
Europe and the development
of our US platform, through
the acquisition of Studley,
Inc., together with our core
strengths in the UK and
Asia, enabled the power of
the Savills network and
brand to drive the improved
results of 2014
Jeremy Helsby
Group Chief Executive
4
Savills plc Report and Accounts 2014
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Our strategy
Our strategy is to deliver value as a leading advisor to private,
institutional and corporate clients seeking to occupy, acquire,
manage, lease, develop or realise the value of prime residential
and commercial property in the world’s key locations. The key
components of our business strategy are as follows:
1. Commitment to clients – We aim to deliver the highest
standards of client service through motivated and high
calibre people
2. Business diversification
3. Geographical diversification
4. Maintain financial strength
5. Strength in both prime residential and commercial property
Key operating highlights
– Acquisition of Studley, Inc. in May 2014 transformed
Savills US capability and the business has traded strongly
since acquisition
– Transaction Advisory revenues up 38% driven by the
contribution from Savills Studley in the US, the recovery in
certain Continental European markets, a record constant
currency performance in Asia and a strong performance
in the UK
– Record revenue in the UK on the back of a strong London
performance and recovery in the regions
– Return to profitability in Continental Europe following
improved markets conditions and the benefit from the
management actions taken in recent years
–
Further growth from non-transactional services with
Consultancy revenue up 13% and Property Management
revenue up 3% with improved margins
– Cordea Savills investment management business grew
revenue 8% and profits by 52%. Assets under Management
(AUM) rose by 41% to €7.2bn
The strength of our key commercial market positions and the
resilience of our residential businesses drove an improved
performance for Savills in 2014.
As anticipated, we experienced a quieter market in mainland
China, Hong Kong and Singapore but improved trading
conditions elsewhere in Asia, particularly Japan, counter-balanced
the shortfall.
Our business in Asia Pacific and UK regions achieved
record years. The US business, enhanced by the Studley, Inc
acquisition, saw a significant improvement and it has a strong
pipeline going into 2015. Cordea Savills continued to grow
and this was reflected in underlying profit growth of over 50%.
Continued recovery in Continental Europe saw the business
return to profit. Overall the Group increased underlying profit
by 34% to £100.5m (2013: £75.2m).
On a statutory basis, profit before tax increased 21% to £84.7m
(2013: £70.1m).
Savills geographic and business diversity were key to achieving
the year’s result. Our performance analysed by region was
as follows:
Revenue £m
Underlying Profit/(Loss) £m
2014
2013 % growth
2014
2013 % growth
UK
Asia Pacific
Continental Europe
United States
Unallocated Cost
Total
514.4 462.3
355.0 354.4
81.3
6.8
n/a
1,078.2 904.8
96.5
112.3
n/a
11
67.0
0
34.7
19
0.1
n/a
12.4
n/a (13.7)
19 100.5
55.3
35.5
(3.9)
(1.6)
(10.1)
75.2
21
(2)
n/a
n/a
(36)
34
Our Asia Pacific business represented 33% of Group revenue
(2013: 39%) and our overseas businesses as a whole represented
52% of Group revenue (2013: 49%), reflecting the contribution
from Savills Studley in the US. Our performance by service line is
set out below:
Revenue £m
Underlying Profit/(Loss) £m
2014
2013 % growth
2014
2013 % growth
Transaction
Advisory
Property
Management
Consultancy
Investment
Management
Unallocated Cost
Total
494.6 358.2
38
67.8
47.2
338.6 329.0
217.0 191.6
3
13
18.6
23.4
17.6
17.6
28.0
n/a
26.0
n/a
1,078.2 904.8
8
4.4
n/a (13.7)
19 100.5
2.9
(10.1)
75.2
44
6
33
52
(36)
34
Overall our Prime Commercial and Residential Transaction
business revenues together represented 46% of Group revenue
(2013: 40%). Of this, the Residential Transaction Advisory business
represented 14% of Group revenue for the year (2013: 16%). Our
Property and Facilities Management businesses continued to
perform well, growing overall revenue by 3% despite the adverse
impact of currency translation on our substantial business in Asia
Pacific. The business represented 31% of revenue (2013: 36%).
Consultancy remained proportionately constant at 20% of
revenue but substantially increased profits by 33%. The
Investment Management business showed 52% growth
in profit and substantial AUM growth of 41%.
People
I am delighted that the UK commercial property management
business won the Retail Agency of the Year. Savills was named
the Property Industry Superbrand of the Year for the sixth
consecutive year and we were awarded the Times Graduate
Employer of Choice in the property industry for the eighth year
running. Also in the UK our Residential business was awarded
both the National Residential Agency Adviser and the Residential
Consultancy Practice awards. In Asia, we won a large number of
accolades from the industry including Best Real Estate Agency
awards in China and Vietnam and Best Property Consultancy
Marketing in Singapore. These awards are a testament to the
strength of our people and as always I thank them for their
continued commitment, loyalty and hard work.
Savills plc Report and Accounts 2014
5
Group Chief Executive’s review
continued
Business model
Business model
A global network
of connected people
Market intelligence and
local knowledge
Brand
Our people, our clients
and relationships
Reputation
A diverse and
coherent offer
Advisory, management
and transactional
services
Strong cash
generation
Financial discipline,
risk mitigation and
strong governance
Sustainable growth
and shareholder value
Our business model above illustrates in simple terms how we
create shareholder value, qualitatively, through improving the
strength of our premium brand, and quantitatively, through the
delivery of profits and dividends to shareholders. We treat every
client as an individual and take time to understand what they
need and how we can best service them. We do this by:
Delivering value
We deliver consistently high quality, client-focused real estate
advisory services, offering a broad range of specialist advisory,
management and transactional services in the key global markets
in which we operate. Recognising that owners and occupiers
are increasingly global in their outlook, we deliver this through
the disciplined development of our operational capability, which
creates opportunity and progressively enhances our service
offering in our chosen markets. Approximately 46% of our
revenue is generated by Transaction advisory fees; the remainder
comes from non-transactional business by way of fees for
Property and Facilities Management and Consultancy services
and the remainder from Investment Management fees.
A diverse, coherent offer
We actively diversify from a business and geographic
perspective with the aim of mitigating the risk of exposure to
any one economy or market. We have cultivated a diverse client
base drawn from small local businesses, private individuals, global
blue-chip investors and occupiers, government departments
and local government and health authorities. We have built and
maintained our position as a leading player in both the prime
residential and prime commercial real estate markets, aligning
with the global trend amongst private and institutional investors
to recognise both types of real estate as an investment asset class.
This also supports our ability to advise on all aspects of multi-use
development schemes worldwide. We recognise that real estate
transaction markets are cyclical, so we seek to provide a
combination of services, in part to mitigate transactional volatility
with less cyclical offerings. This is combined with our ongoing
drive for cost efficiency and margin improvement and the
maintenance of a prudent capital structure to enable us better to
withstand the overall cyclicality of our core transactional markets.
People at the core
We have ensured that our stakeholders choose us by building
our brand and reputation on the quality of our people, relationships,
resources and processes. All that we do is underpinned by
strong governance and high standards of responsibility, which
supports the sustainable development of our business. More
detail of our governance structure, policies and practices can
be found later in this Annual Report on pages 35 to 48.
Because of our personal approach to business, our people
are fundamental to our business and we have worked hard
to ensure that they enjoy working at Savills, to promote their
personal and professional development, to encourage them
to develop their careers within the Group and to share in the
success of the business.
We firmly believe that our people are key to delivering excellent
service to our clients and achieving our objectives, they give us
a unique perspective of the markets in which we operate and
connect our clients with real estate opportunities and market
intelligence. By choosing Savills, our clients have access to over
27,000 staff with a broad range of experience, skills and local
knowledge, based in offices in key real estate locations across the
globe and benefit from our extensive market research material.
6
Savills plc Report and Accounts 2014
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Market overview
We estimate that the value
of all world real estate totals
around US$180 trillion.
Most of this is directly owned residential property and most of
that (72%) is owner occupied. About 17% of it is commercial
property. Investable commercial property totals around US$20
trillion, of which about half is owned by private individuals, either
directly or indirectly, and the remainder by corporate and
institutional investors.
At the core of this privately owned real estate is directly owned
property holdings, held individually rather than through other
investment structures. Most direct real estate holdings owned
by the world’s 200,000 private, ultra-high-net-worth individuals
(UHNWIs) are in residential property, while commercial properties
tend to be held non-directly, in corporate or other investing
entities. Accounting for just 0.003% of the world’s population,
the real estate holdings of these UHNWIs together total over
US$5 trillion, or around 3% of all the world’s real estate value.
Strong capital value growth was undoubtedly the key theme
of 2014, with growth across all sectors stronger than forecast at
the beginning of the year. Highlights from key markets in which
we operate, chosen to give context to our business model and
corporate strategy are on pages 7 to 27.
Our markets
1. United Kingdom
Revenue
2. Asia Pacific
Revenue
3. Continental Europe
Revenue
4. United States
Revenue
£514.4m
(2013: £462.3m)
Total staff
3,962
(2013: 3,718)
Offices
104
(2013: 95)
£355.0m
(2013: £354.4m)
Total staff
22,669
(2013: 21,691)
Offices
47
(2013: 44)
£96.5m
(2013: £81.3m)
£112.3m
(2013: £6.8m)
Total staff
831
(2013: 845)
Offices
30
(2013: 30)
Total staff
364
(2013: 33)
Offices
26
(2013: 4)
Savills plc Report and Accounts 2014
7
Market overview
continued
United Kingdom & Ireland
London’s office markets set new
records in 2014, with £20.9bn ($31bn)
of investment deals undertaken across
central London commercial markets
– figures that eclipse the volumes
achieved in 2006/07. The London
office investment market is especially
international, with 65% of all deals
coming from overseas.
Records were set in the leasing
markets, too, with 8.2 million sq ft of
space leased in the City of London.
The technology, media and
telecommunications (TMT) sector
was especially active, accounting
for 32% of take-up in the West End
alone, significantly ahead of the
five-year average of 24%.
The prime residential market
across the UK saw a year of two
halves in 2014. The improving
economy and positive sentiment
from the mainstream market helped
drive demand in the first half of the
year with an average price increase
of 4.9% recorded in the prime
markets of London and 3.1%
outside the capital.
Some of this momentum was lost
over the summer and in the regions
prime prices remained flat in the final
six months of 2014, while small falls
of -2.2% were recorded in London.
London commuter locations showed
the highest level of growth, with prices
rising by 4.6% in markets such as
Esher, Rickmansworth and Loughton.
8
Savills plc Report and Accounts 2014
Record level of
leasing activity in the
City of London office
market, at
8.2m sq ft
Average commercial
property total
return of
19.31%
recorded in 2014
UK commercial
investment turnover
reached
£63bn
16% up on 2013
Case study: ‘The Gherkin’
Savills acting jointly with Deloitte LLP
sold 30 St Mary Axe, known as ‘The
Gherkin’ in the City of London for a
sale price of £726m. The 40-storey
skyscraper totals 515,000 sq ft and
was designed by Lord Foster.
Savills plc Report and Accounts 2014
9
Overview | Strategy | Performance | Governance | Financial statements Market overview
continued
Asia Pacific
In Japan, capital values continued
to increase steadily, nonetheless, the
current positive timing of the rental
cycle, combined with generally
conservative loan to value and the
wide spread to long-term government
bond yields, suggest that talk of
another 2007-esque liquidity bubble
was premature. In Korea, as a market
which has not traditionally seen a lot
of foreign investors and has a high
degree of owner-occupation, Seoul
was finally beginning to attract the
interest of overseas funds.
In China, the commercial markets,
however, remained affected by flat
rents and concerns over future supply.
In Australia, Sydney and Melbourne
continued to benefit from growth in
finance and business services while
values were being supported by a
weaker Australia dollar and a lack
of investment grade stock.
2014 Top 5 Cross-border Capital Inflow
to Asia Pacific*
Country
Australia
Japan
China
South Korea
Hong Kong
US$ million
7,156
5,017
4,514
2,012
1,086
2014 Top 5 Cross-border Capital Outflow
from Asia Pacific*
Country
China
Singapore
Hong Kong
Japan
South Korea
US$ million
9,907
6,565
4,626
4,090
3,362
*
Based on independent reports of properties
and portfolios, $2.5m or greater
Regions
2
6
13
4
3
14
7
16
11
9
15
12
8
5
1
10
1 Australia
2 China
3 Hong Kong
4
5
6 Japan
7 Macau
8 Malaysia
India
Indonesia
9 Myanmar
10 New Zealand
11 Philippines
12 Singapore
13 South Korea
14 Taiwan
15 Thailand
16 Vietnam
Case study: T-Galleria,
Okinawa Japan
Savills acted as exclusive
agent in the $150m USD sale
of approximately 42,088 sq m
of luxury retail space located
in the prime shopping district
of Naha.
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Savills plc Report and Accounts 2014
Savills plc Report and Accounts 2014
11
Overview | Strategy | Performance | Governance | Financial statements Market overview
continued
Continental Europe
Office demand in 2014 remained
broadly unchanged from 2013
across Continental Europe,
with what growth there was limited
to the TMT sector and Business
and Consumer services. Cost and
space efficiency continue to drive
occupier choices, with occupier
demand focused on high quality,
well located and energy efficient
space of which there is limited
availability following the
consolidation and rationalisation
process of the past few years.
At the same time the amount of
new build space coming onto the
market remains very limited.
Reflecting this the average prime
office CBD office rent increased
by 3.8%.
Against the backdrop of the
challenging economic situation,
the volume and value of completed
transactions 2014 reached a high
point in the years since 2007, with
approximately €199.3bn of assets
transacted, approx. 36% higher than
2013. The second half of 2014 was
particularly strong, with approx €119bn
transacted, which makes this the
strongest half year on record (including
2007, when volumes amounted to
€105bn). Offices remain the most
sought after assets, accounting for
51% of investment volume. Overall,
the lack of development activity
and strong investor competition for
good quality office space in the best
locations continued to put downward
pressure on yields. The average
prime office CBD yield hardened
by 38 bps to 4.78%.
Regions
5
1
10
7
9
2
6
8
4
3
11
1 Paris
2 Berlin
3 Madrid
4 Rome
5 Amsterdam
6 Prague
7 Zurich
8 Budapest
9 Milan
10 Frankfurt
11 Athens
Increase in prime
office CBD rent
+3.8%
Average prime
office CBD yield
up 38bps to
4.78%
Case study: Art Déco Palais,
Munich
Savills sold the Art Déco Palais,
an office property located in the
City-West in Munich for approx €160m
for a private equity fund to BNP Paribas
REIM Germany. The listed Art Déco
Palais (built in 1924) was last
refurbished in 2008/09 and offers
42,000 sq m of fully refurbished
modern office space in a classic
Art Déco setting. Savills was the
exclusive letting agent and secured
98% occupancy for the building.
12
Savills plc Report and Accounts 2014
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Market overview
continued
United States
As office-using employment reached
record levels in 75% of the top US
cities, only a handful of markets
attained new peaks in occupancy and
asking rents. This was a continuing
testament to how extensively traditional
space users (law firms, banks and
professional/business services) as well
as many of the most rapidly growing
firms in tech and new media have
been embracing space efficiency.
In several markets, however, strong
demand on the part of tech and
creative-sector companies is spilling
over the traditional boundaries of ‘tech
submarkets.’ Demand from tech and
creative-sector companies in these
markets is not running rampant over
the entire market, as it has been in
Silicon Valley and San Francisco, but it
is spreading. Additionally, other sectors
such as healthcare, real estate and
general professional/business services
have been growing moderately.
Pricing in secondary markets remained
lower and yields were above those in
gateway markets, such as New York,
Los Angeles and Miami, which
remained the preferred location of
foreign and institutional investors.
Regions
4
7
3
9
10
1
5
2
6
8
1 New York
2 Chicago
3 Los Angeles
4 San Francisco
5 Philadelphia
6 Atlanta
7 Denver
8 Houston
9 San Diego
10 Boston
National Overall
Rental Rate is
$32.93
per square foot
Baron Capital paid
$220
per square foot
at 767 Fifth Avenue,
the highest rent per
sq ft in 2014
National Overall
Availability Rate is
2014 GDP growth
(for full year) was
16.9%
2.4%
(Q4 13-Q4 14)
Case study: Time Warner,
New York
Acting upon the recommendations of
a multi-year strategic planning exercise
headed by Savills Studley, Time Warner
sold its 1m sq ft+ headquarters in
Manhattan and is consolidating its
divisions from eight locations into one
new development within Hudson Yards.
Savills Studley is acting as broker and
development advisor on the new project.
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15
Market overview
continued
Investment Management
According to RCA data, global real
estate investment volumes rose to
around £527bn (€654bn/$868bn) in
2014, up 7% from 2013 and a post-
global financial crisis high. Global
cross-border acquisition activity surged
more than 30% to account for around
a quarter of the total; Europe was a
particular focus, with the UK the
biggest beneficiary. Private investors
also significantly increased transaction
activity and accounted for the largest
proportion of global acquisition activity
in 2014, at around 30%. Institutional
investors also increased activity in 2014,
whereas public listed companies and
REITs acquired less property than the
previous year.
According to Property Funds Research,
155 unlisted real estate funds were
launched in 2014, raising over €90bn of
equity, the lowest number since 2009.
The number of global funds launched
increased but the number of single-
region funds launched decreased for all
regions. The most prevalent type of fund
launched was value-added, with 44%
of the total number of funds and 41%
of the total equity raised by real estate
funds. Diversified funds accounted for
40% of the total equity raised by real
estate funds. There was also a decline in
the number of funds of funds launched.
Weight of money and improving
occupier market fundamentals drove
further compression in yields, driving
capital values upwards. Although
many investors were still focused on
prime assets, they increasingly moved
up the risk curve into second-tier
locations and, in some markets,
more opportunistic stock. This was
partly due to intense competition for
assets and yield compression in
prime markets, but also due to
broadening and strengthening
property market fundamentals.
Global investment
activity
Number of unlisted
real estate funds
launched was
£527bn
155
the lowest number
since 2009
Case study: Nordic Logistics Fund
The Fund was launched in December
2014, following the off-market acquisition
of a €300m logistics portfolio, located
in Sweden, Norway, Denmark and
Finland, on behalf of a group of
German institutional investors. In
the six months between the initial
concept and fund launch, the deal
was underwritten and structured,
equity raised and €150m of debt
was secured from a single bank.
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17
Resources and relationships
Key highlights in 2014
People.
We:
– Continued with our strategy of investing in people
by introducing a new four-level leadership and
management programme
– Participated in the UK Best Companies to Work for
Employment Engagement survey
Clients.
We:
– Maintained our commitment to delivering the high
quality services expected by our clients and demanded
by our business by building on the strength of our existing
cross-border/inter-regional service capacity, by sharing best
practice and experiences and by listening to client feedback
– Continuously improving our client service by promoting
our client advocate roles and expanding our client
care programme
Environment.
We:
–
Increased the number of global offices achieving
IS014001 2004 accreditation
– Maintain a BREEAM excellent rating for our UK head office
– Extended the number of our offices within the scope of our
global greenhouse gas emission reporting into our
environmental processes
Community.
We:
– Retained our membership of FTSE4Good, evidencing our
commitment to meeting globally recognised corporate
responsibility standards
Corporate responsibility at Savills
Corporate responsibility (‘CR’) is our commitment to the positive
impact that our business can make, through our people, to our
stakeholders and the communities in which we live and work.
Overall responsibility for our CR programme sits with the
Group Chief Executive and the Board. CR strategy is overseen
by our CR Steering Group, comprising senior representatives
from a range of businesses and central teams. CR strategy is
implemented and delivered at country level across the four areas
of CR which we believe are key to the success of our business:
People, Clients, Environment and Community. By focusing on
these key areas we give our businesses the freedom to adapt
quickly and to respond at local level to new opportunities in the
markets in which they operate. The Board receives annual and
ad hoc updates on CR activities and progress. To ensure that
we can readily identify emerging issues and respond to them
on a timely basis, we continue to include the consideration of
CR-related issues in our Key Risk Registers.
Policy
Savills is committed to being a good corporate citizen in all aspects
of its operations and activities. The Company, therefore, holds itself
accountable for its social, environmental and economic impacts on
the people and places where it does business. We endeavour to
manage these impacts in a responsible and sustainable manner.
To fulfil this aim the Group actively embraces a range of policies and
practices that aim to foster a positive approach towards corporate
responsibility as an integral part of our day to day activities.
Our CR policy focuses on those key areas where we believe we
can make a difference: People, Training and Development, Ethics,
Client Commitment and Health, Safety and Environment. All of our
businesses are expected to comply with local legal standards as an
absolute minimum, while our established global framework provides
the flexibility required to have meaning and impact at local level.
At Savills, we learn through experience and we actively encourage
our businesses to share their experiences and develop best practice
to ensure that we continue to improve as an organisation.
The FTSE Group confirms that Savills plc has been independently assessed
according to the FTSE4Good criteria, and has satisfied the requirements to
remain a constituent of the FTSE4Good Index Series. Created by the global index
company FTSE Group, FTSE4Good is an equity index series that is designed
to facilitate investment in companies that meet globally recognised corporate
responsibility standards. Companies in the FTSE4Good Index Series have met
stringent environmental, social and governance criteria, and are positioned to
capitalise on the benefits of responsible business practice.
BREEAM is a registered trademark of BRE (the Building Research Establishment
Ltd. Community Trade Mark E5778551). The BREEAM marks, logos and symbols
are the Copyright of BRE and are reproduced by permission.
18
Savills plc Report and Accounts 2014
People
Throughout this Report we refer to the importance of our people.
They are key to our continued success. It is our vision to be the
real estate advisor of choice in our selected markets and deliver
superior financial performance and this can only be achieved
through the dedication, commitment and excellence of our people.
Savills is committed to providing employment on an equal basis
irrespective of gender, sexual orientation, marital or civil partner
status, gender reassignment, race, colour, nationality, ethnic or
national origin, religion or belief, disability or age. We support
the Core Conventions of the International Labour Organization.
Our people strategy remains focused on supporting delivery of
the highest standards of client service through motivated and
engaged people. We believe that a positive culture is essential to
high quality client service. This positive culture is encapsulated in
our business philosophy and our values. Our reputation has been
built on our people and we believe that staff whose behaviours
reflect in our business philosophy deliver the excellent client service
that we strive to provide. Our business philosophy also captures
our commitment to ethical, professional and responsible conduct
and our entrepreneurial value-enhancing approach.
Our business philosophy
Pride in everything we do.
We:
– Take great pride in delivering the highest quality service.
– Go the extra mile.
– Seek to employ only the best people.
– Enjoy what we do.
Always act with integrity.
We:
– Behave responsibly.
– Act with honesty and respect for other people.
– Adhere to the highest standards of professional ethics.
Take an entrepreneurial approach to business.
We:
– Seek out new markets and opportunities for clients.
– Take a creative and entrepreneurial approach to
delivering value.
– Are forward thinking, and always aim to build long-term
client relationships.
– Aim to be a leader in every market we enter.
Help our people fulfil their true potential.
We:
– Encourage an open and supportive culture in which
every individual is respected.
– Help our people to excel through appropriate training
and development.
– Share success and reward achievement.
– Recognise that our people’s diverse strengths combined
with good teamwork produce the best results.
– Believe that a rewarding workplace inspires and motivates.
– Strive to provide an environment in which our people can
flourish and succeed – this allows us to recruit, motivate
and retain talented people and build on our status as an
employer of choice.
– Engage with our people to communicate our vision and
strategy through well established internal channels.
Increasing employee engagement
This year we asked our employees in the UK to participate in
the Best Companies to Work for Employee Engagement survey,
a people survey which allows us to measure and compare
ourselves against other large organisations and helps to identify
ways to improve how we do things. Over 1,000 companies and
430,000 employees participated. We have been recognised as
reaching ‘One Star Status’, demonstrating our commitment to
progressive and engaging employment practices, and in 2015
we will focus on the areas highlighted for improvement.
involved in some of the world’s most high-profile property deals
and developments. Graduates are surrounded by experienced
professionals and team members from whom they can seek
advice and learn. Individual achievement is rewarded and Savills
look for graduates with entrepreneurial flair. In the UK our graduate
programme was recognised for the eighth year running as the
Graduate Employer of Choice (Property) in The Times Graduate
Recruitment Awards 2014 and we continue to see a record
number of applicants for this, and our student summer scheme
and work placement programmes.
Training and development
We firmly believe in the value of developing future talent from within
the Group and the wider business community and we are working
hard to help nurture the entrepreneurs and leaders of the future.
We continue to invest significantly in the development of all our
people for whom we recognise that career development and
progression is very important. During 2014 we piloted a significant
review of our leadership development programme. We introduced
a new four-tier leadership and management programme, based on
employee feedback. The new programme, which is designed for
graduates through to senior leaders, is now more closely aligned
to roles and responsibilities in the organisation. We encourage
and support all our staff to complete their Continuous Professional
Development (‘CPD’) and all our internal courses/programmes
have CPD points associated with them. We recognise that personal
development occurs in many ways and we encourage all our
staff, to attend conferences, internal events, and participate in
projects to supplement their CPD. All of this is supported by a
dedicated training team, divisional career roadmaps and a
dedicated page on the Company intranet which pulls together
all the information our people need to plan their personal
development. We will progressively extend this programme
across our regional businesses in Asia, Europe and the US,
tailoring it as appropriate to best meet local requirements.
Savills passionately believe that its graduates are the future
leaders. Our graduates are given responsibility from day one, in
teams who highly value their contribution, allowing them to be
We continue to work with some of our UK industry peers on the
Changing the Face of Property (‘CTFOP’) on initiatives such as an
apprenticeship programme to offer jobs to school leavers and
other junior candidates without a university education. A new
initiative for this group for 2015 is to invite Year 12 students from
across the UK into our businesses, who will shadow a current
graduate so that they can find out more about the industry and
what a career in property could mean for them.
Ethical commitment
Savills is committed to doing business legally and ethically
wherever it operates. Savills Ethical Trading Policy is detailed
in our Group Code of Conduct which is readily accessible in
local languages to all staff, to support their day to day decision
making. We continue to maintain our focus on ensuring that our
people worldwide work within our specified financial, operational
and compliance framework, and that these standards are
consistently applied. We demand the highest professional
standards from all of our people all of the time and have a zero
tolerance to breaches. However, given the breadth of activities
and the number of people we employ there may be occasions
when we do not meet the high standards we aspire to. Where we
fail to reach these high standards, we treat any breach with the
utmost seriousness.
Human Rights
At Savills we recognise our responsibility as a global corporate
citizen and we consider the concerns of the wider communities
where we conduct our business.
Savills plc Report and Accounts 2014
19
Overview | Strategy | Performance | Governance | Financial statements
Resources and relationships
continued
We are committed to doing the right thing in the right way and
this is reflected in the Savills Code of Conduct. The Code, which
underpins our social, ethical and environmental commitments,
clearly sets out the standards of behaviour that we expect our
employees to demonstrate and adhere to in their day to day
working life at Savills.
As an absolute minimum, our employee policies comply with
local legislation in the jurisdictions in which we operate. We fully
support the principles of UN Global Compact, the UN Declaration
of Human Rights and the International Labour Organization’s
(ILO) Core Conventions and we expect our business partners
to operate in accordance with these standards.
Any breaches of our Code of Conduct may be reported in
accordance with Company’s whistle-blowing procedure.
Diversity and inclusion
Savills is a global company and across all parts of our business,
we look to create an inclusive culture in which difference is
accepted and valued. We believe that our ‘inclusive’ approach
gives us a competitive advantage and underpins the success of
our business by giving us the ability to select our employees from
the highest quality individuals in the widest available pool of talent.
Our employees come from a wide range of backgrounds and
have a diverse range of skills and experience. We have created
a culture in which those skills, experience and perspectives are
nurtured and encouraged.
At Savills, we have long realised that our reputation as a quality
global real estate provider of choice is built on our people and
that they are fundamental to the success of the business.
We respect our people for who they are, their knowledge,
skills and experience, as individuals and as valued members
of the Savills team. We work together to bring out the best in
each other and to sustain the strong working relationship ethic
that has nurtured our ‘can do’ attitude. As at 31 December 2014
our total global workforce of 27,826 colleagues, comprised
14,923 males and 12,903 females. Of these 175 were senior
executives (156 males, 19 females) comprising members of the
Group Executive Board and Board members of the corporate
entities whose financial information is incorporated in the
Group’s 2014 consolidated accounts in this Annual Report.
The Company’s Board of Directors comprised seven members,
six males and one female.
Historically ours has been an industry which has struggled
to recruit a high percentage of female graduates and we are
encouraged that our graduate recruitment programme is
helping to redress the balance at Savills where we have a
50/50 male to female ratio of graduates.
Prior to any new appointment consideration is given to diversity
in its broadest sense, with a view to appointing the best placed
candidate for the role.
Building a diverse and inclusive culture
Our aim is to have a workforce that is representative of the
countries and the communities in which we live and work and
we will continue to endeavour to improve the representation of
women at Board and senior levels within the organisation and
to sustain an inclusive culture in which all talent can thrive.
As an organisation committed to diversity in its workforce, we
will continue to strengthen our policies, processes and practices
to develop our diversity and inclusion plans within the Group’s
markets and geographies, in alignment with our corporate goals.
Clients
Client care
We are committed to delivering a high quality service and
creating long-term partnerships with all our clients. To do this we
place great importance on delivering exceptional client service
over the longer term through building sustained relationships and
ensuring that the client experience of Savills is second to none.
Client review meetings are a vital part of our approach to client
care and, as example, in the UK we invest in an independent
client review programme to focus on how well we are doing in the
way we plan and execute the services we provide, how well we
communicate and what additional value we give our clients. This
provides an important independent rating of the standard of our
client service which is reviewed regularly and used to refine
service delivery. Savills top 100 clients now have a dedicated
client relationship lead (Client Advocate) whose core responsibility
is to act as a focal point for client servicing enquiries, and in
particular to allow any service issues on current instructions to
be quickly identified and addressed. These client advocates also
play a key role in reviewing our performance with the client in
tandem with the client research programme to ensure that we
understand where we have met or exceeded expectations and
those areas in which we can do better. Ultimately this ensures
that we have awareness of our clients’ real estate plans so that
we can make the appropriate resources available. Our client
advocates are supported by an IT platform which harmonises
client data into readily accessible client intelligence reports.
To complement this initiative we recognise that there are clients
that benefit from a full Savills service offering and to meet these
demands, we have a full client programme in place with a
dedicated Client Relationship Management (‘CRM’) team. Each
of these clients has a client care plan which includes a review of
the current year, meeting schedule for key contracts, financials
for the year to date and future years, a client communication plan
and a list of agreed actions and responsibilities. The CRM team
meet quarterly and report annually into the UK Board.
Health, Safety and Environment
Environment
Savills and its associates operate from more than 600 offices
around the world. We also manage buildings for clients through
our property management teams. Savills adopts a practical, results
driven approach to managing its environmental impacts. Our aim
is to continually enhance the environmental performance of our
businesses. We also try to make a difference by helping our
associates and clients to achieve their environmental goals, by
providing quality advice, incorporating the principles of sustainability.
By actively seeking to reduce our environmental impact we are able
to achieve increased operational efficiencies and savings, both
internally and for our clients.
Our policy and these principles are implemented through our
operating businesses and day to day actions.
20
Savills plc Report and Accounts 2014
As can be seen from the results in the table below, our total
emissions increased by approximately 15% from 2013 to 2014,
although this increase does not take into account the expanded
reporting boundary in 2014. The corresponding figures for our
per capita intensity ratio, however, show an overall reduction of
approximately 11%. Such a reduction reflects the measures we
have developed globally, and applied locally, to lower our carbon
footprint. In subsequent years, we are confident these and other
related measures will enable further substantial improvements
to be made with our per capita emissions.
Total Global Emissions for Carbon Reporting (20141)
GHG Emissions (Scopes 1+2) 7,374 TCO2e/yr1
7,373
6,424
Scope 1 (Direct) – 1,638.32
Scope 2 (Energy Indirect) – 5,735.35
Total Gross Emissions2 – 7,373.67
Total Employees (FTE av.) – 5,800
GHG Intensity Ratio3 – 1.27
Total Global Emissions for Carbon Reporting (20134)
GHG Emissions (Scopes 1+2) 6,424 TCO2e/yr1
Scope 1 (Direct) – 1,292.05
Scope 2 (Energy Indirect) – 5,131.85
Total Gross Emissions2 – 6,423.90
Total Employees (FTE av.) – 4,508
GHG Intensity Ratio3 – 1.425
Notes:
1 Emissions Factors based on Defra/DECC Guidelines 2011 and other globally
recognised methodologies.
2 Total global emissions for Carbon Reporting 2014: UK, Rest of Europe, Australia/
New Zealand and Hong Kong.
3 Total Gross Emissions, divided by Total Full Time Equivalent Employees (FTE)
Year Average.
4 Retrospective adjustments have been made to the reported 2013 data figures to
enable accurate year on year comparison.
In 2014 Savills has again been acknowledged by the Carbon
Disclosure Project (CDP) for its transparent and committed
approach to implementing this environmental strategy. Some
4,000 organisations around the globe measure and disclose their
greenhouse gas emissions and climate change strategies as part
of the CDP. This data is collected annually on behalf of institutional
investors, purchasing organisations and various government
bodies. In the 2014 CDP FTSE 350 report, Savills achieved a
disclosure result of 93 out of a possible 100.
As part of this continuing drive to mitigate our environmental
impacts, and as a hallmark of quality for our clients, our offices
continue to work to secure ISO14001 2004: the international
standard for environmental management systems. ISO14001 is
designed to help achieve sound environmental performance by
using a proactive range of practical office management measures.
During 2014 a further 12 offices achieved this accreditation, bringing
the total number of accredited offices in the UK alone to 77.
Our Australian operations released their first Sustainability Report
during World Green Building Week in 2014. This report, which was
developed using the internationally-recognised Global Reporting
Initiative’s framework of principles, protocols and performance
indicators, was well received internally, as well as attracting plaudits
from clients and industry groups. Similar acclaim was received
following the local release of the Green Tenancy Guide, which
provides tenants with clear and helpful information on sustainability
topics such as office equipment procurement, lighting, water,
waste, fit-outs and green leases.
Greenhouse Gas Emissions Statement
This Greenhouse Gas Emissions Statement includes all
emission sources required under the Companies Act 2006
(Strategic Report and Directors’ Reports) Regulations 2013 for
the financial year to 31 December 2014, compared against
our baseline year to 31 December 2013.
For 2014, we have expanded the scope of data collection for
our environmental reporting on global greenhouse gas (‘GHG’)
emissions. We are now reporting on GHG emissions from our
UK, Europe, US (part), Australia, New Zealand, Hong Kong,
Japan and Singapore operations. In subsequent years, we
will seek to expand the scope of our reporting to include
more locations.
We have used the GHG Protocol Corporate Accounting and
Reporting Standard methodology to identify our GHG inventory
of Scope 1 (direct) and Scope 2 (indirect) emissions. Relevant
emission factors, drawn from the UK Government’s GHG
Conversion Factors for Company Reporting, along with other
recognised regional reporting standards, have then been applied
to complete the emission calculations. In a few cases where
reliable data was not available we have extrapolated total
emissions by using available information from part of the
reporting period. So as to express our annual emissions in
relation to a quantifiable factor relevant to our wide ranging
activities, we have used a per capita intensity ratio (i.e. our
full-time employee numbers), as we believe this provides the
best comparative measure over time for our Company.
Savills plc Report and Accounts 2014
21
Overview | Strategy | Performance | Governance | Financial statements As well as delivering social benefits, we believe greater
community engagement increases staff commitment and
provides real-life development opportunities. This year, Savills UK
graduates partnered with Dreams Come True, a charity which
make dreams come true for terminally and seriously ill children
and young adults between the ages of 2 to 21 throughout the
UK. Savills supported the charity in a variety of ways including
organising various fundraisers including sponsoring runners
of the Great North Run and London Marathon, a cricket day
auction, and a Dreams Come True children’s party which
was held at Hamleys toy store in London.
In Asia, in recognition of Savills Guardian’s efforts in support
of charitable causes, Savills Guardian was awarded a number of
corporate volunteer awards. This includes an acknowledgement of
Savills Guardian’s participation in the Caring Company Scheme with
it now holding the ‘Caring Company 10 consecutive years’ logo.
During 2014 Savills Studley, Inc. actively participated and
contributed to not-for-profit organisations both nationally and
regionally. During 2014 this included the Juvenile Diabetes
Research Foundation, Pediatric Cancer Research Foundation
and the Los Angeles Regional Food Bank. One national example
is the Lee National Denim Day, the world’s largest single-day
fundraiser in support of breast cancer research which Savills
Studley have been involved with since 2005.
The UK operates a Give As You Earn scheme which allows staff
to donate a portion of their monthly salary to a registered charity.
We also operate a profit share waiver scheme whereby staff can
elect to waive an element of any annual profit share in favour of
registered charities of their choice upon which the Group
augments the donation to the chosen charity by 10%.
Future plans
It has been another year of development and progress and this
is reflected in this year’s CR report and throughout this document.
Going forward, we will seek to further develop and strengthen
our CR approach by continuing to focus on those activities where
we are best placed to make a significant contribution.
Resources and relationships
continued
Creating a safe place to work
Savills is committed at the highest level to providing a safe
and healthy working environment for all staff and others who
are affected by our businesses so as to minimise the risk of
injury and ill health.
Safe working practices form an integral part of our day to
day business and we aim to find practical solutions to health
and safety risks. To this end, our safety strategy is focused on
priorities such as reducing occupational exposure to workplace
hazards, maintaining regulatory compliance and seeking to
continuously develop and strengthen our health and
safety arrangements.
In 2014 we focused upon a number of training initiatives and
awareness programmes using a variety of communication
channels, in order to ensure Health & Safety (‘H&S’) remained
a key focus for all staff. We also introduced a dedicated online
H&S forum to further enhance interaction amongst our global
network of H&S Champions.
During the current year we will continue to promote our positive
safety culture with further localised training and country specific
safety campaigns. We also aim to enhance our current audit
coverage in order to demonstrate our commitment to continuous
improvement of safe working practices.
Community
Charitable giving
Supporting communities in which we operate remains an
integral part of our operations.
Our offices and our people are actively involved in their
communities through our support of charitable causes and
other social and business organisations, including making
financial, in kind and time contributions. At a local level, we have
developed a series of community engagement programmes
which have a positive impact on the areas where our people
live and work to ensure that Savills is firmly engaged with the
communities we serve. The stories below represent only a few
examples from across the globe of the wide variety of activities
undertaken by Savills and its employees during 2014.
During the year, Savills UK main charity of choice was LandAid,
a charity which works to improve the lives of children and young
people in the UK who experience disadvantage due to their
economic or social circumstances. To raise money our people
took part in many fundraising events large and small. One such
fundraiser was the London TowerAthlon, which saw each
competitor undertaking the physical challenge that tested speed,
strength and courage involving abseiling a 539ft tower, running
up 35 floors and cycling as far as possible in 10 minutes.
22
Savills plc Report and Accounts 2014
Risks and uncertainties facing the business
Identifying and managing our risks
The Board is responsible for our system of risk management
and internal control. Risk is a recognised part of the Group’s
everyday activities. Risk is assessed across the Group using
a systematic risk management model covering both external
and internal factors and the potential impact and likelihood of
occurrence of those risks. Risk assessments are incorporated
into risk registers at Group and individual business level, which
evolve to reflect the reduction/increase in identified risks and
the emergence of new risks. The Board determines the Group’s
appetite for risk in pursuit of strategic objectives, and the level of
risk that can be taken by the Group and its operating companies
without specific Board approval. The Group’s Risk and Internal
Audit team drives the risk assessment process with Group and
business unit management and challenges risk findings and
the internal control framework to ensure that this remains
appropriate. Group policies and delegated authority levels set
by the Board provide the means by which risks are reviewed
and escalated to the appropriate level within the Group, up to
and including the Board, for review and confirmation.
We have a clear framework for identifying and managing risk,
both at an operational and strategic level. Our risk identification
and mitigation processes have been designed to be responsive
to the ever-changing environments in which we operate.
The following chart summarises our business risk
management structure.
Roles and responsibilities
The Board regularly reviews the Group’s key risks and is supported
in the discharge of this responsibility by various committees,
specifically the plc Audit Committee and the Group Risk Committee.
The risk management roles and responsibilities of the Board,
its Committees, and business management are set out below.
1. plc Board
Responsibilities
– Responsible for the Group’s systems of risk management
and internal control
– Determine Group appetite for risk in achieving its
strategic objectives
plc Audit Committee
– Supports the Board through monitoring risk and reviewing
the effectiveness of Group internal controls, including systems
to identify, assess, manage and monitor risks
Actions
– Receive regular reports on internal and external audit and
other assurance activities
– Receive regular risk updates from subsidiaries and functions
– Determine the nature and extent of the principal Group risks
and assess the effectiveness of mitigating actions
– Annually review the effectiveness of risk management and
internal control systems
– Approve Group Policies including the Group risk
plc Board
Review and confirmation
Review and confirmation
by the Board
plc Audit Committee
Group Executive Board
Process
Risks and mitigation reviewed by
Audit Committee after validation
by the Group Risk Committee and
Executive Boards
Group Risk Committee
Ongoing review and control
There is ongoing review of the
risks and the controls in place
to mitigate these risks
Executive Committees
Group Risk
Heads of Group
functions
Heads of
operating
companies
Key risks:
Heads of Group
functions identify
the key risks
and develop
mitigation actions
Key risks:
Heads of
operating
companies create
a register of their
top risks and
mitigation actions
Review and assessment
Group Director of Risk & Internal
Audit consolidates the operating
companies’, functional and
Group risks to compile the
Group’s key risks
management policy
2. Group Executive Board
Responsibilities
– Strategic leadership of the Group
– Responsible for ensuring that the Group’s risk management
and other policies are implemented and embedded
– Ensure appropriate actions are taken to manage strategic
risks and key risks arising within the risk appetite of the Board
Group Risk Committee
– Review by Group management of Group and subsidiary
risks and effectiveness of risk management processes
Actions
– Review of risk management and assurance activities
and processes
– Monthly/quarterly finance and performance reviews
3. Executive Committees
Responsibilities
– Responsible for risk management and internal control
systems within their regions
– Monitoring the discharge of their responsibilities by
operating companies
Actions
– Review key risks and mitigation plans
– Review results of assurance activities
– Escalate key risks to Group management and Group
Executive or plc Boards
4. Heads of the Group functions and operating companies
Responsibilities
– Maintain an effective system of risk management and
internal control within their function/operating company
Actions
– Regularly review operational, project, functional and strategic risks
– Review mitigation plans
– Plan, execute and report on assurance activities as
required by region or Group
Savills plc Report and Accounts 2014
23
Overview | Strategy | Performance | Governance | Financial statements
Risks and uncertainties facing the business
continued
Principal risks
The Directors have carried out a robust assessment of the
principal risks facing the Company – including those that would
threaten its business model, future performance, solvency or
liquidity. Our consideration of the key risks and uncertainties
relating to the Group’s operations, along with their potential
impact and the mitigations in place, is set out below. It is not
possible to mitigate fully all of our risks and there may be other
risks and uncertainties besides those listed below which may
also adversely affect the Group and its performance. More detail
can be found in the Audit Committee Report on pages 45 to 48.
In summary, our principal risks are:
1. Achieving the right market positioning in
response to the needs of our clients
2. Economic/country and currency risks
3. Recruitment and retention of high-calibre staff
4. Reputational and brand risk
5. Legal risk
6. Failure or significant interruption to our IT systems
causing disruption to client service
7. Conduct risk
8. Changes in the regulatory environment
Key risk 1: Achieving the right market positioning in response to the needs of our clients
Strategic objective: • Business diversification
• Strength in residential and commercial markets
• Geographical diversification
• Commitment to clients
Description
Mitigation
Change
from 2013
The markets in which we operate remain highly competitive.
Competition could lead to a reduction in market share and/or a
decline in revenue. Our focus is on both retaining existing clients
as well as on engaging with new clients by ensuring that our
service offering continuously evolves and improves to meet the
changing needs of those clients.
To remain competitive in all markets, we continue to promote
and differentiate our strengths whilst focusing on providing
the quality of client care and service that our clients require.
We continue to invest in the development of client relationships
globally and associated systems to support our client
service offering.
Key risk 2: Economic/country and currency risks
Strategic objective: • Geographic diversification
• Financial strength
Description
Mitigation
Change
from 2013
Global market conditions remain volatile, with economic
uncertainty in certain of our sectors and markets (particularly
Singapore and Hong Kong/China where government cooling
measures may continue to have an impact). Group earnings
and/or our financial condition could be adversely affected by
these macroeconomic uncertainties. Savills operates in a large
number of countries which increases the risk that we will be
affected by geopolitical and/or economic uncertainties
associated with doing business in those jurisdictions.
The strength of Savills business and brand and our continuous
focus on client service and relationships helps to mitigate this risk.
Our strategy of diversifying our service offering and geographic
spread mitigates the impact on the business of weak market
conditions in specific geographies, but these factors cannot
entirely mitigate the overall risk to earnings. To reduce the
potential impact of these risks, we continually focus on our
cost base and seek to improve operational efficiencies.
Our continual monitoring of market conditions and review of
market changes against our Group strategy, supported by the
regular reforecasting and reporting undertaken by all of our
businesses, remain key to our ability to respond rapidly to
changes in our operating environment.
Our exposure to countries with economies which are currently
weak is balanced by our business in other more stable markets.
When considering entry into a new market we undertake due
diligence to assess the impact of any political or economic
issues in that particular country.
We recognise that there is a currency risk attached to operating
in a large number of countries, particularly given the
transactional element of our business.
We minimise the risk as far as possible in local operations
through natural hedging, ensuring that revenue and costs
are managed in the same local currency.
24
Savills plc Report and Accounts 2014
Key risk 3: Recruitment and retention of high-calibre staff
Strategic objective: • Financial strength
• Commitment to clients
Description
Mitigation
Change
from 2013
We recognise that our ability to deliver our strategy is dependent
on us attracting, developing, motivating and retaining people of
the highest quality. This is fundamental to the future success of
our business.
We continue to invest in the development of our people and
extend our training and development programmes across a
number of businesses.
Our partnership style culture and profit sharing approach to
remuneration is combined with selective use of share-based
and other rewards to incentivise our people to perform over the
longer term and to remain with the business. Team scorecards
and individual appraisals ensure that rewards are based on
personal and team performance, improvements in client service,
business development, people management as well as financial
performance. Leadership and management programmes are
designed to meet the succession needs of our business.
Key risk 4: Reputational and brand risk
Strategic objective: • Strength in residential and commercial markets
• Commitment to clients
Description
Mitigation
Change
from 2013
Savills is a brand with an excellent reputation in the markets
in which we operate. We recognise the need to maintain this
reputation by ensuring the quality of the service we provide.
Social media can have an immediate and potentially detrimental
impact on our brand.
We recognise that our brand strength is vital to maintaining
market share in established markets and expanding into new
markets. To this end, we have a brand management programme
in place to ensure the brand’s positioning and identity is clearly
and consistently promoted. Our social media policy is supported
by guidance and training as well as ongoing monitoring.
We recognise that the quality of the service we offer is vital to
maintaining the brand and we have in place policies, controls
and processes to monitor the quality of our client service to
support our programme of continuous improvement.
Key risk 5: Legal risk
Strategic objective: • Financial strength
• Commitment to clients
Description
Mitigation
Change
from 2013
Failure to fulfil our legal or contractual obligations to clients
could subject the Group to action and/or claims from clients.
The adverse outcome of such actions/claims could negatively
impact our reputation, financial condition and/or the results of
our businesses. For example:
–
–
–
in accepting client engagements, Group companies may
be subject to duty of care obligations. Failure to satisfy these
obligations could result in claims being made against the
relevant operating company;
in our Property Management business, we may assume
responsibility for appointing and/or supervising third party
contractors that provide construction and engineering services
for our managed properties. Again, failure to discharge these
responsibilities in accordance with our obligations could result
in claims being made against the operating companies;
in our Valuation Consultancy businesses, we can be subject
to claims alleging the over-valuation of properties.
The Group has legal and regulatory compliance policies and
Best Practice groups which are designed to mitigate against
the risk of such actions/claims being made and where such
claims occur, to limit liability, particularly in relation to
consultancy services such as Valuations. Such policies
are regularly reviewed.
The Group maintains professional indemnity insurance to
respond to and mitigate the Group’s financial exposure to
such claims.
As described below, our strong emphasis on appropriate
business conduct by all our employees, contractors and
associates provides further mitigation to this risk.
Savills plc Report and Accounts 2014
25
Overview | Strategy | Performance | Governance | Financial statements Risks and uncertainties facing the business
continued
Key risk 6: Failure or significant interruption to our IT systems causing disruption to client service
Strategic objective: • Financial strength
• Commitment to clients
Description
Mitigation
Change
from 2013
Major failures in our IT systems may result in client service being
interrupted or data being lost/corrupted causing damage to our
reputation and consequential client and/or revenue loss.
Specific back-up and resilience requirements are built into
our systems. Our critical infrastructure is set up so far as is
reasonably practical to prevent unauthorised access and
reduce the likelihood and impact of a successful attack.
There is a risk that an attack on our infrastructure by a
malicious individual or group could be successful and
impact the availability of critical systems.
Business continuity and disaster recovery plans are in place
to cover the residual risks that cannot be mitigated.
Our data centres are accredited to international information
security standards.
Key risk 7: Business conduct
Strategic objective: • Business diversification • Geographical diversification
• Commitment to clients
Description
Mitigation
Change
from 2013
We operate in various international markets that may present
business conduct related risks involving, for example, fraud,
bribery or corruption.
We have programmes to promote compliance with our Code of
Conduct, particularly in areas of higher risk such as procurement,
which is designed to address such risks.
Failure by the Group and its employees to observe the highest
standards of integrity and conduct in dealing with clients, suppliers
and other stakeholders could result in civil and/or criminal penalties,
regulatory sanction, debarring and/or reputational damage.
We adopt a zero tolerance approach to breaches of our
Code of Conduct.
Key risk 8: Changes in the regulatory environment
Strategic objective: • Commitment to clients
Change
from 2013
Description
Mitigation
We are required to meet a broad range of regulatory compliance
requirements in each of the markets in which we operate.
For example:
Our Group Policy Framework, which sets out our standards
regarding professional, regulatory, statutory compliance and
business conduct, is subject to regular review.
To support this Framework each of our businesses has its own
regulatory and statutory compliance resources who monitor
regulatory developments and maintain the internal processes
and controls required to fulfil our compliance obligations.
Our compliance environment, at all levels, is subject to regular
review by internal audit and external assurance providers.
–
–
in many jurisdictions (e.g. China) we operate under strict
licences, which are subject to periodic review;
in the UK, the Financial Conduct Authority (FCA) regulates
the conduct of Savills Capital Advisors and, both generally
and in relation to the Alternative Investment Fund Managers
Directive, Cordea Savills Investment Management, and the
insurance intermediary services provided to clients by Savills
UK; our businesses are regulated by The Royal Institution of
Chartered Surveyors (RICS);
– Cordea Savills entities are variously regulated by the Bank
–
of Italy, BaFin in Germany and CSSF in Luxembourg;
various countries, corporate entities and individuals are
subject to financial sanctions, which require continuous
monitoring in response to global events.
Failure to satisfy regulatory compliance requirements may result
in fines being imposed, adverse publicity, brand/reputation
damage and ultimately the withdrawal of regulatory approvals.
We also have a number of key statutory obligations including
the protection of the health, safety and welfare of our staff and
others affected by our activities. Recent environmental reporting
requirements place additional data gathering responsibilities on
our business in common with other listed companies.
26
Savills plc Report and Accounts 2014
Key performance indicators
Financial KPIs
Revenue
(£m)
Non-financial KPIs
Cash generation
(£m)
Property under management
(million sq ft)
Breadth of service offering
(% non-Transactional income)
2014
2013
2012
2011
2010
1,078.2
904.8
806.4
721.5
677.0
2014
2013
2012
2011
2010
70.8
59.7
68.4
35.7
96.1
2014
2013
2012
2011
2010
2,090.0
2,031.7
1,754.5
1,359.6
1,104.6
2014
2013
2012
2011
2010
54.1
60.4
61.6
61.8
60.0
The measure: Revenue growth is
the increase/decrease in revenue
year on year.
2014
The target: To deliver growth
2013
904.8
in revenue from expansion both
806.4
2012
geographically and by
2011
business segment.
2010
721.5
677.0
1,078.2
The measure: The amount of cash
the business has generated from
2014
operating activities.
2013
The target: To maintain strong cash
2012
generation to fund working capital
35.7
2011
requirements, shareholder dividends
2010
and strategic initiatives of the Group.
68.4
59.7
70.8
96.1
The measure: Total sq ft property
under management.
The measure: Revenue by type
of business.
The target: To progressively
increase the global square footage
under management.
The target: To maintain a
healthy balance of Transactional
and non-Transactional
business revenues.
Underlying profit
(£m)
Underlying earnings per share
(p)
Geographical spread
(% non-UK)
Assets under management
(€bn)
2014
2013
2012
2011
2010
100.5
75.2
58.6
50.4
47.3
2014
2013
2012
2011
2010
55.2
43.1
33.9
29.0
27.9
2014
2013
2012
2011
2010
52.3
48.9
51.0
51.2
50.8
2014
2013
2012
2011
2010
5.1
4.4
3.4
3.2
7.2
l
s
t
a
t
e
m
e
n
t
s
O
v
e
r
v
e
w
i
|
S
t
r
a
t
e
g
y
|
P
e
r
f
o
r
m
a
n
c
e
|
G
o
v
e
r
n
a
n
c
e
|
i
F
n
a
n
c
a
i
The measure: Geographical
diversity is measured by the spread
of revenues by region.
The target: To progressively
balance the Group’s geographical
exposure through expansion in our
chosen geographic markets.
The measure: Growth in assets
under management of our Investment
Management business Cordea
Savills LLP.
The target: To increase the value
of investment portfolios through
portfolio management, new mandates
and the launch of new funds.
The measure: Underlying profit
growth is the increase/decrease in
underlying profit year on year.
The target: To deliver sustainable
growth in underlying profit.
The measure: Earnings per share
(‘EPS’) is the measure of profit
generation. EPS is calculated by
dividing underlying profit by the
weighted average number of shares
in issue.
The target: To deliver growth in EPS
to enhance shareholder value.
* Underlying profit is calculated
by adjusting reported pre-tax
profit for profit/loss on disposals,
share-based payment adjustment,
impairment and amortisation of
goodwill and intangible assets
(excluding software), other
impairments, restructuring costs
and acquisition related costs
(refer to Note 2 to the
Financial statements).
Underlying profit margin
(%)*
2014
2013
2012
2011
2010
9.3
8.3
7.3
7.0
7.0
The measure: Profitability after
all operating costs but before the
impact of exceptional costs,
financing, taxation, and the results
of associates and joint ventures.
The target: To deliver growth
in operating margin by improving
the efficiency with which services
are offered.
Savills plc Report and Accounts 2014
27
Despite Central London’s relative strength as a market, Savills
sales volumes in this market still remain 13% below the 2007
peak. Equity-rich full time London residents represent the
principal buyers in this market. Outside Central London, improved
availability of mortgage finance and generally improved economic
conditions helped to grow transaction volumes but they still
remain 19% below the 2007 peak. During the year we opened
new residential offices in Westminster, East Sheen and Battersea
Bridge and a full service office in Aberdeen. The London offices
comprised openings in both the high value prime market and the
continued development of our strategy to expand in markets with
core values in the range £0.8m to £1.5m.
The last quarter of 2014 saw the start of the anticipated slow
down in UK prime residential market activity in advance of the
UK General Election in May 2015. Against this backdrop the UK
Residential Transaction Advisory business recorded a 4%
increase in underlying profits to £19.7m (2013: £19.0m).
Asia Pacific Residential
The Residential Transaction Advisory business in Asia is
focused primarily on new developments and secondary sales
and leasing of prime properties in selected markets. It excludes
mixed use developments, which represent a significant
proportion of the region’s activity and are accounted for within
the Commercial Transaction Advisory business. Overall, the Asia
Pacific Residential business recorded a 5% decrease in revenue
to £21.6m (2013: £22.7m). However, in constant currency, the
business recorded a 1% increase in revenue to £23.0m. The
primary contributors to this increase were Australia and Taiwan,
with significant intra-regional cross-border activity in the prime
markets. Due to its focus on the high end market only, and
thanks to some ultra prime transactions, our Hong Kong
residential agency saw revenue increase by 6%. During the year
the mainland Chinese and Singapore markets experienced
continuing decline in market volumes which had started in the
fourth quarter of 2013. These factors resulted in the region
reporting a 37% decrease (34% in constant currency) in
underlying profit to £3.7m (2013: £5.9m).
Asia Pacific Commercial
The Asia Pacific Commercial business enjoyed a somewhat
stronger year than we originally expected, driven by substantially
improved earnings in Australia, Korea and Japan. Indeed our
market share in Japan grew significantly and resulted in a
substantial rise in revenue and profit. This helped to offset the
effect of the anticipated reduction in transaction volumes in Hong
Kong, mainland China and Singapore where market volumes
reduced by approximately between 24% and 40% year on year.
Reported revenue declined by 3% to £96.3m (2013: £99.3m).
However, on a constant currency basis, this represented an
increase of 5% year on year.
Segmental reviews
The Savills Group advises on commercial, rural, residential
and leisure property. We also provide corporate finance advice,
investment management and a range of property-related financial
services. Operations are conducted internationally through four
business streams:
Transaction Advisory
Revenue
£494.6m +38%
2014
2013
2012
2011
2010
494.6
358.2
310.0
275.3
270.7
Underlying profit
£67.8m +44%
2014
2013
2012
2011
2010
24.2
31.8
30.8
67.8
47.2
Contribution to Group revenue
a. Transaction Advisory – 46%
b. Rest of Group – 54%
a.
b.
Services
Acquisitions
Divestments
Leasing and rentals
Sales and leaseback
Capital raising
2014 clearly demonstrated the strength of our geographic
spread of businesses as improved performances in a number
of countries outweighed the anticipated reduction in activity in
mainland China, Hong Kong and Singapore. This, in conjunction
with the acquisition of Studley, Inc. in the US, recovery in certain
Continental European markets and a strong performance in the
UK regions resulted in the substantial increase in revenue, profit
and margin delivered by our Transactional Advisory business as
a whole. Revenue grew by 38% to £494.6m (2013: £358.2m) and
underlying profit increased by 44% to £67.8m (2013: £47.2m).
The underlying profit margin of the Transaction Advisory
business increased to 13.7% (2013: 13.2%).
UK Residential
The prime residential market, where Savills is a market
leader, continued to perform well with Savills trading volumes
increasing by 6% year on year. The value of UK residential
property (excluding new developments) sold by Savills during
the year rose 8% to £6.6bn. In the London market the volume
of property transactions increased by approximately 1% year
on year with a 3% increase in Savills average sales value to
£3.3m. In the Country market the volume of exchanges
increased by approximately 9%, with the Savills average value
increasing 4% to £1.1m. In the new development market we
saw a significant increase in transactions with the volume
exchanged increasing by 46% to £2.8bn, buoyed by continued
strong interest in high quality developments in London from
both domestic and overseas buyers and good levels of stock
availability. The Residential Transaction Advisory business
overall increased revenue by 9% to £129.2m (2013: £118.0m).
28
Savills plc Report and Accounts 2014
Continental Europe
The Continental European Commercial Transaction Advisory
business saw revenue increase by 34% to £51.1m (2013: £38.0m).
In constant currency the underlying increase was 42%. There was
a substantial improvement in Ireland, where Savills had a leading
share of the transactional market, which was characterised by
demand from international private equity funds for distressed
assets and portfolio sales. Transactional Advisory revenues
also improved significantly in Germany where International
investors sought core assets, and in Ireland, Spain, Poland
and the Netherlands where opportunistic investors, particularly
international private equity funds, started to make significant
investments. By comparison, leasing markets particularly in
France remained relatively subdued.
Overall in 2014, the Continental European Transaction Advisory
business returned to an underlying profit of £1.3m in 2014
(£1.4m in constant currency, 2013: £3.0m loss).
US
2014 was a transformational year for our US business. We
completed the $260m acquisition of Studley, Inc on 30 May
2014, which substantially fulfilled our strategic requirement to
have a strong services platform in the key cities of the US. The
integration of our existing three locations into their Studley, Inc.
counterpart offices proceeded well. Branded ‘Savills Studley’,
our US business now comprises a platform of 26 offices across
the key markets of the US, with leading market positions in
occupier advisory services (tenant representation) in New York,
Washington DC, Los Angeles, Chicago and Houston and in
investment services in New York.
In mainland China, where we have 13 offices, the market
remained weak with Transaction Advisory revenues decreasing
by 28% year on year due to a significant reduction in investment
sales. In contrast our office and retail leasing and tenant
representation business remained relatively resilient in the region.
Our Hong Kong Commercial transaction revenue declined by
23% as market volumes reduced significantly during the year.
Our Japanese investment business grew transaction revenue by
over 70% on further strengthening of activity levels in the region.
Overall, the Asia Pacific Commercial Transaction Advisory
business recorded a 1% increase in underlying profit to £16.7m
(2013: £16.6m). The increase in underlying profit in constant
currency was 11%.
UK Commercial
Revenue from UK commercial transactions increased 15% to
£84.1m (2013: £73.4m). This performance reflected gains of
15% in total UK commercial investment market volumes from
£54.4bn in 2013 to £63bn in 2014. This was driven by the strong
recovery in many regional cities. In addition, London continued
to be the principal focal point for overseas investment interest
which enabled the overall market value of transactions marginally
to exceed the record levels of the previous year at £21.9bn.
The Central London occupier market saw a strong recovery
in tenant demand in 2014, with the overall take-up for the City
growing 16% year-on-year to reach a record 8.2m sq ft. All
sectors, including banking, contributed to this rise in activity.
The vacancy rate in the City continued to fall to 6.7% which
contributed to a 3% rise in rents. Take-up in the West End of
London was marginally up on the total for 2013 at 4.2m sq ft,
and the vacancy rate dropped to 3.4% driving a 5% increase
in average prime rents.
Our regional business benefited from the recovery in tenant
demand for office space with take-up inside the M25 and
top seven regional city office markets rising by 10% to reach
9.9m sq ft.
As economic conditions improved in regional markets, we saw
a significant recovery in investment volumes as investors sought
improved returns outside London. All asset classes benefited,
with hotels, logistics and retail particularly strong. Overall the
regional Commercial business reported a 36% rise in revenue
and an increase in profits of approximately 75%.
The continuation of a robust market in London and strong
recovery in the regions resulted in the UK Commercial
Transaction Advisory business increasing underlying profit by
36% to £14.0m (2013: £10.3m) with margin improvement to
16.6% (2013: 14.0%).
Savills plc Report and Accounts 2014
29
Overview | Strategy | Performance | Governance | Financial statements
Asia Pacific
Revenue in the Asia Pacific Consultancy business increased
by 10% to £30.0m (2013: £27.3m) with increased valuation and
feasibility study assignments in mainland China, Hong Kong
and Japan. Underlying profit increased by 37% to £2.6m
(2013: £1.9m) predominantly reflecting improved performance
in mainland China.
Continental Europe
Our Continental European Consultancy business, which
principally comprises valuation and corporate finance advisory
services, increased revenue by 21% to £18.8m (2013: £15.6m).
There were stronger performances in Germany, Ireland, the
Netherlands and Spain. Profitability was adversely impacted
by recruitment costs in a number of markets. Underlying profit
for the year was unchanged at £1.4m (2013: £1.4m).
Property and Facilities Management
Revenue
£338.6m +3%
2014
2013
2012
2011
2010
Underlying profit
£18.6m +6%
2014
2013
2012
2011
2010
338.6
329.0
300.6
278.6
243.7
18.6
17.6
17.9
16.7
14.4
23.4
17.6
14.0
12.6
Contribution to Group revenue
a. Property and Facilities
Management – 31%
b. Rest of Group – 69%
a.
b.
Services
Asset Management
Facilities Management
Commercial Management
Rural Management
Project Management
Our Property and Facilities Management businesses continued
to perform well, growing revenue by 3% overall (7% in constant
currency). Underlying profit increased by 6% to £18.6m (£19.3m
in constant currency, 2013: £17.6m) primarily reflecting improved
margins in the UK and Asia commercial businesses.
Asia Pacific
Overall the business grew revenue by 1% to £207.1m (7% in
constant currency), (2013: £205.1m). The Property and Facilities
Management business is a significant strength for Savills in Asia,
complementing our Transaction Advisory businesses in the region.
The total square footage under management in the region was up
5% to approximately 1.9bn sq ft (2013: 1.8bn sq ft). In mainland
China, revenue increased by 21% and profits grew by 28%. In
Hong Kong, Property and Facilities Management revenue grew by
just over 5% and profits remained flat reflecting higher staff costs in
the business. Australia reported a drop in both revenue and profit
due to the loss of a number of contracts on sale of the properties
during the year. Overall the underlying profit of the Asia Pacific
Property Management business grew 5% (12% in constant
currency) to £11.7m (2013: £11.1m).
Segmental reviews
continued
The other element of integration was to link the Savills Studley
tenant representation teams into the existing Savills networks
in Europe and Asia Pacific. This has been successfully achieved
with high levels of cross border referrals to deliver clients’
requirements across the globe. Some significant assignments
have been completed, or are in progress, in locations as diverse
as Aberdeen, London, the Philippines, Hong Kong, Paris,
Shanghai and the Middle East. We will continue to enhance
our US platform through recruitment and bolt-on acquisitions
in the coming periods.
The results of our US business reflected the first seven months
of Studley, Inc. post-acquisition. Operationally a number of cities
such as New York, Chicago, Los Angeles and Southern California
enjoyed a very strong performance during the year, while the oil
price fall in the last part of the period had an adverse impact on
our market leading Houston practice. In the investment markets
we concluded substantial transactions on both seaboards.
Overall our US revenue increased substantially to £112.3m
(2013: £6.8m), of which Savills Studley contributed £104.6m.
Our US business posted an underlying profit for the year of
£12.4m (2013: £1.6m loss).
Consultancy
Revenue
£217.0m +13%
2014
2013
2012
2011
2010
217.0
191.6
172.2
143.4
134.2
Contribution to Group revenue
a. Consultancy – 20%
b. Rest of Group – 80%
a.
b.
Underlying profit
£23.4m +33%
2014
2013
2012
2011
2010
10.6
Services
Affordable Housing and Student
Accommodation
Building Consultancy
Capital Allowances and Rating
Development
Environmental Consultancy
Housing Consultancy
Lease Consultancy
Planning
Public Sector
Research
Strategic Projects
Our Consultancy business substantially improved both revenue
and profits, demonstrating the strength of its diversified spread
of services. Global Consultancy revenue increased by 13% to
£217.0m (2013: £191.6m) and underlying profit grew by 33%
to £23.4m (2013: £17.6m).
UK
Consultancy service revenue in the UK increased by 13% to
£168.2m (2013: £148.7m). The recovery of regional UK markets
contributed to performances across all sectors, most notably
in the Development, Planning and Valuation businesses and
Housing and Building consultancy. Overall underlying profit from
the UK Consultancy business increased by 36% to £19.4m
(2013: £14.3m).
30
Savills plc Report and Accounts 2014
Summary
Overall in 2014, Savills delivered a strong performance with
each of our regions showing growth in revenue and profits on
a like for like basis. The acquisition of Studley, Inc. in the US
brought a substantial, high quality and culturally compatible
business into the Savills Group. In the UK we benefited from the
strengthening of the regional economy and the continuation of
Central London’s status as a primary destination for cross border
real estate investors. In Asia the breadth of our business ensured
that we successfully withstood the anticipated declines in
transaction activity in Hong Kong, Singapore and mainland
China. This was partly due to growth in our substantial Property
Management business in the region and partly through strong
trading in other transactional markets, the stand out performer
being Japan.
Our Continental European business delivered its target of a
return to profit and our Cordea Savills Investment Management
business continued to grow its AUM, with further expansion in
the pipeline for 2015. Whilst the Transactional Advisory business
provided the majority of our profit improvement, our Property
Management and Consultancy businesses continued to provide
a solid foundation and support for this performance. We entered
2015 with confidence and a continued focus on improving the
breadth and depth of our services across the globe to our
increasingly multi-national client base.
Jeremy Helsby
Group Chief Executive
UK
Overall, our UK Property Management teams, comprising
Commercial, Residential and Rural, grew revenue by 9% to
£104.9m (2013: £96.2m) thanks to some significant contract wins
in both London and the regions. The Residential management
business and the UK Commercial business together grew
area under management by 2% to approximately 174m sq ft
(2013: 170m sq ft). The core UK Commercial Property
Management business performed well with revenue growth of
9% and a 12% improvement in underlying profit. Our Residential
Property Management businesses, including lettings, increased
revenue by 9%. Underlying profit growth was restricted due to
the cost associated with new lettings offices and the creation
of a centralised lettings administration and telephone support
service in London to support future growth. Overall the net
effect of revenue growth and investment in the UK business
improved underlying profit by 8% to £9.5m (2013: £8.8m).
Continental Europe
In Continental Europe revenue declined by 4% (2% growth in
constant currency) to £26.6m (2013: £27.7m). By the year end the
total area under management had increased by 7% to 45.4m sq ft.
Costs related to the establishment of a new team in Poland,
one-off costs in Ireland to improve future operational performance
and the loss of two contracts in the Netherlands temporarily
masked the effect of improved performances and contract wins
elsewhere in the region, most notably in Sweden. The net effect
of revenue growth and these costs increased the underlying loss
for the year to £2.6m (2013: loss £2.3m).
Investment Management
Revenue
£28.0m +8%
2014
2013
2012
2011
2010
Underlying profit
£4.4m +52%
2014
2013
2012
2011
2010
4.4
4.7
2.9
3.6
3.4
28.0
26.0
23.5
20.8
19.0
Contribution to Group revenue
a. Investment Management – 3%
b. Rest of Group – 97%
b.a.
Services
Pooled Funds
Portfolio Management
Segregated Accounts
Investment Mandates
Cordea Savills revenue increased by 8% to £28.0m
(2013: £26.0m). AUM increased by 41% to €7.2bn (2013: €5.1bn)
through the launch of two new funds, new segregated
mandates, valuation increases and inflows into existing open-
ended funds net of the disposition of two historical funds (Italian
Opportunities Fund 1 and the Student Hall Fund). During the
year we successfully launched the Prime London Residential
Development Fund II and the Nordic Logistics Fund, collectively
representing €470m AUM. We also completed the purchase of
Merchant Capital KK in Japan resulting in a further €505m AUM
by year end. The enhanced revenue improved the underlying
profit margin to 15.7% (2013: 11.2%) and increased underlying
profits by 52% to £4.4m (2013: £2.9m).
Savills plc Report and Accounts 2014
31
Overview | Strategy | Performance | Governance | Financial statements
Group Chief Financial Officer’s report
Financial review
Strong revenue and profit
growth including margin
improvement led to the
Group’s robust £154.2m net
cash position at year end and
supports a 21% increase in
the annual dividend
Simon Shaw
Group Chief Financial Officer
32
Savills plc Report and Accounts 2014
O
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s
Financial highlights
–
Group revenue up 19% to £1,078.2m (£1,113.9m in constant
Group currency, 2013: £904.8m)
– Underlying profit up 34% to £100.5m (£104.3m in constant
currency, 2013: £75.2m)
– Group profit before tax up 21% to £84.7m (2013: £70.1m)
– Underlying profit margin increased to 9.3% (2013: 8.3%)
– Underlying basic EPS grew 28% to 55.2p (2013: 43.1p)
–
Final ordinary and supplementary interim dividends total
19.25p per share (2013: 15.5p) taking the total dividend for
the year up 21% to 23.0p per share (2013: 19.0p)
Underlying profit margin
Underlying profit margin increased to 9.3% (2013: 8.3%)
reflecting the effect of improved margins across all operating
segments, most notably in Transaction Advisory and the
Consultancy businesses.
Net interest
Net finance cost in the year was £0.8m (2013: £0.6m). During
a period of historically low interest rates and expanded credit
spreads this primarily reflects the significant differential between
interest received on surplus cash deposits and interest paid
on borrowings.
Taxation
The tax charge for the year increased to £22.0m (2013: £18.7m).
The effective tax rate on reported profits decreased to 26.0%
(2013: 26.7%) reflecting the net effect in the year of recognising
the one-off deferred tax credit on previously unrecognised losses
in respect of the US, largely offset by non-deductible Studley, Inc.
acquisition costs. The underlying effective tax rate was 26.6%
(2013: 25.9%). The acquisition of Studley, Inc. will increase the
Group’s future effective tax rate as a higher proportion of Group
profits will be subject to US taxation. As at 31 December 2014,
the deferred tax assets arising from the Studley, Inc. acquisition
and the previous US business losses, available for relief against
future US Group profits, is $21.5m (at current US rates of taxation).
Restructuring and acquisition related costs
During the period the Group incurred an aggregate restructuring
charge of £0.9m (2013: £5.2m) and acquisition related costs of
£16.6m (2013: £nil). These costs included £6.7m of professional
fees and a £9.9m charge for future payments which are
contingent on the continuity of recipients’ employment in the
future. This charge related to the acquisition of Studley, Inc.
A £0.6m impairment charge was recognised during the year on the
Group’s interest in the Italian Opportunities Fund No.2 (2013: £nil).
These charges have been excluded from the calculation of
underlying profit in line with Group policy.
Earnings per share
Basic earnings per share increased by 18% to 46.8p (2013: 39.8p).
Adjusted on a consistent basis for restructuring, acquisition related
costs and impairment charges, profits and losses on disposals,
certain share-based payment adjustments and amortisation of
intangible assets (excluding software), underlying basic earnings
per share increased by 28% to 55.2p (2013: 43.1p).
Fully diluted earnings per share increased by 19% to 45.3p
(2013: 38.1p). The underlying fully diluted earnings per share
increased by 29% to 53.4p (2013: 41.4p).
Cash resources, borrowings and liquidity
Year end gross cash and cash equivalents increased 29% to
£158.1m (2013: £122.2m). This principally reflected improved
profits and the realisation of $14m cash on the sale of a minority
stake in AOS Studley, Inc. (Studley’s European joint venture)
during the post-acquisition period.
Gross borrowings at year end decreased to £3.9m (2013: £9.8m).
These included £0.9m in respect of a working capital loan in
Australia and a £3.0m term loan to finance the fit out of the
Group’s UK Headquarters in London. The original amount
of the loan was £12.0m. This will be amortised over the residual
rent free period (to May 2015), which was granted on the
inception of the lease in December 2012.
Cash is typically retained in a number of subsidiaries in order
to meet the requirements of commercial contracts or capital
adequacy. In addition, cash in certain territories is retained to
meet future growth requirements where to remit it would result
in the Group suffering withholding taxes.
The Group’s cash flow profile is biased towards the second half
of the year. This is as a result of seasonality in trading and the
major cash outflows associated with dividends, profit related
remuneration payments and related payroll taxes in the first half.
The Group cash inflow for the year from operating activities was
£96.1m (2013: £70.8m), primarily as a result of improved trading
in the Transaction Advisory business. As much of the Group’s
revenue is transactional in nature, the Board’s strategy is to
maintain low levels of gearing, but retain sufficient credit facilities
to enable it to meet cash requirements during the year and
finance the majority of business development opportunities as
they arise. During 2014 the Group’s revolving credit facility (‘RCF’)
was increased to £150.0m from £90.0m through the exercise of
£60.0m of our £90.0m Accordion facility with effect from 30 April
2014. The RCF expires on 19 June 2017.
Capital and shareholders’ interests
During the year, 0.6m new shares were allotted to participants
under the Performance Share Plan. No shares were repurchased
for cancellation (2013: nil). The total number of ordinary shares in
issue at 31 December 2014 was 134.9m (2013: 134.3m). As part
of the consideration for the acquisition of Studley, Savills will issue
5.8m new ordinary shares in three equal annual instalments
commencing on the first anniversary of the acquisition
(30 May 2015). In accordance with IFRS, all EPS measures
for the year include the dilutive effect of this future obligation.
Savills plc Report and Accounts 2014
33
Group Chief Financial Officer’s report
continued
Savills Pension Scheme
The funding level of the Savills Pension Scheme, which is closed
to future service-based accrual, deteriorated during the year as a
result of the effect of a reduction in long-term interest rates on the
rate at which liabilities are discounted. The plan deficit at the year
end amounted to £19.4m (2013: £12.7m).
Liquidity risk
The Group prepares an annual funding plan which is approved
by the Board and sets out the Group’s expected financing
requirements for the next 12 months. These requirements are
ordinarily expected to be met through existing cash balances,
loan facilities and expected cash flows for the year.
Foreign currency
The Group operates internationally and is exposed to foreign
exchange risks. As both revenue and costs in each location are
generally denominated in the same currency, transaction related
risks are relatively low and generally associated with intra group
activities. Consequently, the overriding foreign currency risk
relates to the translation of overseas profits and losses into
Sterling on consolidation. The Group does not actively seek to
hedge risks arising from foreign currency translations due to
their non-cash nature. The net impact of foreign exchange rate
movements in 2014 was a £35.7m decrease in revenue (2013:
£1.8m increase) and a decrease of £3.8m in underlying profit
(2013: £0.4m decrease).
Simon Shaw
Group Chief Financial Officer
Net assets
Net assets as at 31 December 2014 were £330.3m (2013:
£270.8m). This movement reflected increased tangible assets,
receivables and cash balances derived from the Group’s trading
performance and acquisitions together with increased deferred
income tax assets.
Key performance indicators
The Group uses a number of KPIs to measure its performance
and review the impact of management strategies. These KPIs are
detailed under the Key Performance Indicators section on page 27.
The Group continues to review the mix of KPIs to ensure that
these best measure our performance against our strategic
objectives, in both financial and non-financial areas.
Financial policies and risk management
The Group has financial risk management policies which cover
financial risks considered material to the Group’s operations and
results. These policies are subject to continuous review in light
of developing regulation, accounting standards and practice.
Compliance with these policies is mandatory for all Group
companies and is reviewed regularly by the Board.
Treasury policies and objectives
The Group Treasury policy is designed to reduce the financial
risks faced by the Group, which primarily relate to funding and
liquidity, interest rate exposure and currency rate exposures.
The Group does not engage in trades of a speculative nature
and only uses derivative financial instruments to hedge certain
risk exposures. The Group’s financial instruments comprise
borrowings, cash and liquid resources and various other items
such as trade receivables and trade payables that arise directly
from its operations. Surplus cash balances are generally held
with A rated banks.
Interest rate risk
The Group finances its operations through a mixture of retained
profits and bank borrowings, at both fixed and floating interest
rates. Borrowings issued at variable rates expose the Group cash
flow to interest rate risk, which is partially offset by cash held at
variable rates. Borrowings issued at fixed rates expose the Group
to fair value interest rate risk. Group policy is to maintain at least
70% of its borrowings in fixed rate instruments.
34
Savills plc Report and Accounts 2014
Corporate Governance Statement
Chairman’s introduction
Peter Smith
Chairman
The Board of Savills is committed to maintaining the highest
standards of corporate governance and understands that an
effective, challenging and diverse Board is essential to enable the
Company to deliver its strategy and long-term shareholder value.
Further information on our strategy and business model can be
found on pages 2 to 27.
We continue to work hard to create a culture where ‘doing the
right thing’ is at the core of how we do business. The Board
recognises our duty to set the right tone at the top in order to
guide our organisation’s behaviour and ensure that we live by and
demonstrate the right values which in turn enable entrepreneurial
and prudent management of the resources to deliver long-term
success for the Group and its stakeholders. From the Board
down we are committed to maintaining the highest standards of
corporate governance. We fully recognise that in an increasingly
regulated global market, at the heart of every successful
organisation is a good corporate governance structure and we
seek to create an environment in which transparency, honesty,
integrity and fairness are valued and practiced by our people
every day. Our Code of Conduct is readily accessible in all local
languages to all staff to support their day to day decision making.
We demand the highest professional standards from all of our
people all of the time and we have a zero tolerance approach to
breaches of the Code of Conduct.
Board and Committee composition
Ensuring that we do the right thing in the right way requires the
right leadership and it is important in my role as Chairman to
ensure that the Board has the right composition. The Board is
collectively responsible for the long-term success of the Company
and how it is directed and controlled, so our performance is
thoroughly tested through an annual Board evaluation. For the
last four years we have conducted a formal, externally facilitated
review of each Director’s skills and contribution and that of the
Board as a whole and its Committees in the context of the
Company’s business model and the evolving strategic needs of
the business. This year we conducted an in-house evaluation of
the performance of the Board. The process and key findings are
explained on page 38. Following this review, I am satisfied that
the Board is performing effectively.
The Board also reviews Non-Executive Director independence
on an annual basis and takes into account the individual’s
professional characteristics, their behaviour at Board meetings
and their contribution to unbiased and independent debate. All
of the Non-Executive Directors are considered by the Board to
be independent, including Charles McVeigh, notwithstanding
his long service.
We are pleased that as confirmed by this year’s Board review
good progress has been made against the actions that the Board
set itself in 2014 and we are confident that your Board has the
right balance of skills, experience and diversity of personality to
continue to encourage open, transparent debate and challenge.
We recognise the importance of planning for the future. Our
corporate strategy and business model are underpinned by a
succession planning policy designed to progressively bring new
skills and different perspectives to the Board and to complement
the experience of our longer serving Directors so as to achieve an
appropriate balance and position us to continue to challenge and
debate corporate strategy.
Following the retirement of Clare Hollingsworth in May 2014 we
set out to find a suitable candidate to fill the vacancy created on
the Board and its Committees. I am pleased to report that on
24 June 2014, Liz Hewitt was appointed as a Non-Executive
Director. Liz has extensive experience which will complement
and further enhance the wide-ranging skills and experience of
the Board and its Committees.
The Board consisted of a majority of independent Non-Executive
Directors (excluding the Chairman) throughout the year. Details of
all the current Directors, their skills and experience are set out on
page 40. In accordance with the UK Corporate Governance
Code, all Directors (with the exception of Liz Hewitt who will seek
election for the first time), will stand for re-election at the Annual
General Meeting (‘AGM’) on 13 May 2015.
Diversity
We believe that a diverse culture is a key factor in driving
the success of the business, and we fully support the Davies
Report’s aspiration to promote greater female representation
on listed company boards. During the year, the Savills Board
had one female Non-Executive Director, except for the period
between the retirement of Clare Hollingsworth at the conclusion
of the Company’s AGM on 12 May 2014 and the appointment of
Liz Hewitt on 24 June 2014, representing 20% of Non-Executive
Board membership. We also had one other Non-Executive
Director who is based in Hong Kong. Our focus remains on
attracting the right talent and skills irrespective of gender or
ethnicity. As and when Board appointments arise, we will look to
follow the procedures recommended by the Davies Report and
by the UK Corporate Governance Code to maintain a balanced
Board. Our policy on page 42 summarises our approach to
diversity and what this means for our business and our people.
People and training
At Savills, our people are the key to our continued success.
As an international business, we benefit from our Non-Executive
Directors’ other current roles in Hong Kong and China, the
Middle East, Russia and Central Europe, and the US. We will
ensure that our employees are equipped with the skills and
insight required to deliver the high quality service we demand
for our clients. We do this by continuing to invest in our future by
recruiting, training, developing and retaining the best people and
providing them with the necessary tools and supporting systems
and infrastructure. This positions us to both drive key growth
and deliver our ambitions and allows our people to develop on
a professional and personal level as individuals. Details of our
Corporate Responsibility activities and progress made during
the year can be found in our Resources and Responsibilities
Report on pages 18 to 22.
Remuneration
We have a clear and transparent approach to remuneration,
including Directors’ remuneration. Our approach is a simple one,
where greater emphasis is placed on the performance-related
elements of the total remuneration package to ensure a close
alignment between performance and reward and so with
shareholders’ interests. More details of the Remuneration
Committee’s activities during the year, a breakdown of Directors’
remuneration and Non-Executives’ fees for the year and our
forward-looking remuneration policy, can be found on pages
49 to 67.
Savills plc Report and Accounts 2014
35
Overview | Strategy | Performance | Governance | Financial statements Corporate Governance Statement
continued
Monitoring risk
Risk management is and will remain a fundamental element of
the Board and Audit Committee’s agendas and our governance
efforts across the Group as a whole. We welcome the changes
to the revised UK Corporate Governance Code and the FRC’s
Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting, published in September 2014.
The Audit Committee’s Report on pages 45 to 48 sets out
in more detail the systems of risk management and internal
control which help us to safeguard the Company’s assets and
our shareholders’ investment. Details of our principal risks
can be found on pages 23 to 26.
Communication and shareholder engagement
As a responsible organisation, we believe that engaging with
shareholders and encouraging open, meaningful dialogue with
the Company is vital to ensuring mutual understanding. You can
read more about shareholder engagement in this section and in
the meantime, my fellow Directors and I look forward to continued
dialogue and meeting with shareholders at our AGM in May.
It has been another year of significant progress and I remain
happy with the Board’s activity across our governance agenda.
However, we will continue to challenge ourselves and the business
and to consider and to learn from our decisions to ensure that we
build upon the existing strength of our governance structure.
UK Corporate Governance Code
The governance rules applicable to all UK companies
admitted to the Official List of the UK Listing Authority are set
out in the UK Corporate Governance Code 2012 (the ‘Code’)
published by the Financial Reporting Council and publicly
available at www.frc.org.uk. Throughout the financial year to
31 December 2014 the Code remained the standard against
which we measured ourselves and the Board fully supports
the principles set out in the Code. However, for a short period
during the year, following the retirement of Clare Hollingsworth
at the conclusion of the Company’s Annual General Meeting
on 12 May 2014 and up to the appointment of Liz Hewitt on
24 June 2014, the Company did not fully comply with the
Code in respect of those provisions of the Code relating to
the number of independent Non-Executive Directors. For the
remainder of the year ended 31 December 2014 and to the
date of this Report, we confirm that we have applied the main
Principles and complied with the main principles of the Code.
For ease of reference, we prepare a separate annual
compliance report by reference to the main principles of the
Code. This report is available on the Group’s website
www.savills.com
Our approach to Leadership, Effectiveness and Accountability
is set out in more detail on pages 36 to 39 and 42 to 45.
Peter Smith
Chairman of Savills plc
18 March 2015
Leadership
Governance structure
The Group’s corporate governance framework is set out below.
Board
(Chairman, 2 Executive Directors and 4 Non-Executive Directors)
Audit
Committee
Remuneration
Committee
Nomination
Committee
Group Chief
Executive
Group Executive
Board
Group Risk
Committee
CR Steering
Group
Executive
Committees
36
Savills plc Report and Accounts 2014
Role of the Board
The primary responsibility of the Board is to provide entrepreneurial
leadership and to oversee the overall strategic development of the
Group. In addition, the Board sets the Group’s values and standards
and ensures that the Group’s businesses act ethically and that its
obligations to its shareholders are understood and met. The Board
delegates the management of the day to day operation of the
business to the Group Chief Executive, supported by the Group
Executive Board referred to on page 41, subject to appropriate
risk parameters.
Matters reserved to the Board
The Board has adopted a formal schedule of matters
specifically reserved to it for decision making. A full schedule
of matters reserved for the Board’s decision along with the
Terms of Reference of the Board’s principal committees can
be found on the Company’s website at www.savills.com.
The Board is specifically responsible for:
Strategy and objectives
Risk management
Reviewing and approving the Group’s strategy, objectives, business plans
and budgets with a view to maintaining the Group’s established entrepreneurial
driven business culture. Following implementation, the Board continuously
monitors and analyses actual performance against desired outcomes and
where necessary, agrees adjustments or changes to the strategic plan to
ensure the Group achieves its short, medium and long-term objectives.
Considering, testing and approving significant capital investment projects in
line with strategy and taking a measured approach with the aim of: maintaining
our position as a market leader; strengthening our presence in an existing
market; or establishing the Savills brand in new markets through acquisitions
or partnerships with well established high calibre local businesses with the
skills to complement our existing capabilities and the ability to sit comfortably
within the Savills business model. Where necessary, reviewing and approving
divesting initiatives.
Establishing, monitoring and regulating the levels of risk which the Group is
willing to accept in return for economic success and implementing systems
of internal control, governance and approval authorities to safeguard
shareholder investments.
Regularly analysing the impact of the Group’s adopted risk appetite against
expected outcomes to ensure that the level of risk adopted by the Board is
appropriate such that it can be effectively managed by the Group’s businesses
and neither constrains growth nor has a negative impact on the Group’s
reputation or finances. In response to actual outcomes and/or changes in
the internal and external environments, regulating acceptable risk levels to
reflect the evolution of strategy.
Governance
Finance performance
Overseeing the performance of the Board and its principal Committees
and that of individual Directors to ensure that they continue to be effective
in support of Group strategy, policy and practice.
Planning to refresh or replace retiring or outgoing Directors so as to ensure
that the different skills, experience and knowledge of the Directors is such
that the Group remains capable of adapting to the changing environment
as a consequence of it being directed by a set of competent, well rounded
individuals who have the ability to formulate sensible and practical ideas
capable of being translated into strategies which deliver results.
In line with the Board’s commitment to operate the Group’s businesses on
an ethically, morally and legally sound basis from the top down – overseeing
the development and approval of the Group’s governance structure and
policies such as the Group’s Code of Conduct, standards of ethics and
policy in relation to business practice, health, safety, environment, social
and community responsibilities to ensure that the Group continues to do
the ‘right thing’ and remains compliant with regulatory and legal requirements
in each of the jurisdictions in which it operates.
Reviewing the performance of the Group’s businesses’ profits and cash
management initiatives, assessed against the Group’s strategy, objectives,
business plans and budgets to ensure that the financial resources generated
by the businesses work to create additional value, costs are controlled and/or
eliminated and that resource can be made available at the appropriate time
to exploit business opportunities.
Reviewing changes to the Group’s capital structure and the issue of any
securities in the context of achieving efficiencies or reducing the cost of
capital to the Group.
Approving annual and half year results and trading updates, and accounting
policies so as to ensure that communication with the Group’s shareholders is
fair, balanced and understandable; and, subject to shareholder approval, the
appointment and the remuneration of the External Auditors.
Approving the dividend policy and interim and supplemental dividends and
recommending final dividends which are appropriate to the Group’s strategy,
reflect the performance of the Group and give Savills the ability to continue
to attract inward investment.
Savills plc Report and Accounts 2014
37
Overview | Strategy | Performance | Governance | Financial statements Corporate Governance Statement
continued
Board meetings
Attendance table
Non-Executive Directors
Peter Smith
Martin Angle
Tim Freshwater
Liz Hewitt*
Clare Hollingsworth**
Charles McVeigh
Executive Directors
Jeremy Helsby***
Simon Shaw***
Meetings
attended
Meetings
eligible to
attend
In 2014, a specific area of focus for the Board was the acquisition
and integration of Studley, Inc. which substantially fulfilled our
strategic requirement to have a strong services platform in the
key cities of the US. The Board also considered in detail the
options for expanding Cordea Savills.
8
8
8
5
3
8
8
8
8
8
8
5
3
8
8
8
At its meetings during the year, the Board discharged the duties
above and received updates on the Group’s financial performance;
key management changes, material new projects, financial plans,
and legal and regulatory updates.
The Directors receive management information, including financial,
operating and strategic reports, in advance of Board meetings.
The Board receives presentations from the Heads of the Principal
Businesses and Functions on matters of significance and
periodically meetings are held in regional centres to give the Board
greater insight into the business in that region. The Group Legal
Director & Company Secretary provides the Board with updates
and reports covering legal developments and regulatory changes.
One of the Board’s meetings during the year was specifically
devoted to the review and reconfirmation of the Group’s strategy.
This meeting benefited from presentations and discussions with a
number of the Heads of the Principal Businesses. The delivery of
strategic plans is continually monitored and reviewed by the Board
and periodic updates on progress and market developments are
presented by the Heads of the Principal Businesses.
The Board and Committee meetings are structured to allow
open discussion. To enable the Board to discharge its duties, all
Directors receive appropriate and timely information, including
detailed papers in advance of Board meetings. When unable to
be present in person, Directors may attend by audio or video
conference. When Directors are unable to attend a Board or
Committee meeting, their views on the key items of business
to be considered at that meeting are relayed in advance to the
Chairman of that meeting in order that these can be presented
at the meeting and influence the debate.
The Non-Executive Directors meet separately at least once
each year without the presence of the Executive Directors and
also meet at least once a year without the Chairman, at which
time the Chairman’s performance is appraised.
The Group Legal Director & Company Secretary, whose
appointment is a matter reserved for the Board, is responsible for
advising and supporting the Chairman and the Board on company
law and corporate governance matters and for ensuring that Board
procedures are followed, as well as ensuring that there is a smooth
flow of information to enable effective decision making.
* Was appointed to the Board on 24 June 2014.
** Retired from the Board at the conclusion of the 2014 AGM on 12 May 2014.
*** Members of the Group Executive Board.
The Board met formally eight times during the year and there
was full attendance at all meetings by Directors, as shown in
the table above.
Board activity
As detailed above, although the Board has a schedule of
matters reserved to it for formal decision, there has to be a level
of flexibility to meet the evolving needs of the business and we
endeavour to develop our processes in order to support growth
and to achieve continuous improvement across the Group.
Below is a chart which shows in simple terms those areas on
which your Board has been focused during 2014 and which
will remain key in the coming year.
Strategy
– Strategy setting
– Target delivery
– Achievement of goals
Leadership and risk
– Entrepreneurial support
– Succession planning
– Oversight of operational
management
– Determination of
principal risks
Governance
–
Assurance and
compliance
– Board management and
effectiveness
– Remuneration policy in
support of strategy
Finance
–
Optimising our internal
control framework
– Capital management
– Overview and preparation
of financial statements
38
Savills plc Report and Accounts 2014
Group Executive Board (‘GEB’)
As mentioned above, the Group Chief Executive is supported
by the GEB. The GEB is the key management committee for
the Group and comprises the Group Chief Executive, the Group
Chief Financial Officer, the Heads of the Principal Businesses and
the Group Legal Director & Company Secretary. The GEB meets
regularly and under the leadership of the Group Chief Executive,
the GEB is responsible for the day to day management of the
Group including overseeing the development and implementation
of strategy, capital expenditure, and investment budgets, for
the ongoing review and control of Group risks as detailed on
pages 23 to 36 and reporting on these areas to the Board for
approval, implementing Group policy, monitoring financial and
operational performance of the Group and other specific
matters delegated to it by the Board.
An explanation of how the Group creates and preserves value,
and the strategy for delivering its objectives is included in the
Group Chief Executive’s review on pages 4 and 5.
Membership of the GEB is detailed on page 41.
Access to independent advice
All the Directors have access to the advice and services of the
Group Legal Director & Company Secretary and through him
have access to independent professional advice in respect of
their duties at the Company’s expense.
Indemnification of Directors
In accordance with the Company’s Articles of Association,
and to the extent permitted by law, the Directors and the Group
Legal Director & Company Secretary are granted an indemnity,
in respect of any liabilities incurred as a result of their holding
office. Such indemnities were in force during the financial year
to 31 December 2014 and up to the date of this Report. The
Company also maintains appropriate insurance cover in
respect of legal action against its Directors and Officers.
Board Committees
The principal Committees of the Board are listed below. A more
detailed account of each of the Committees can be found in the
pages which follow.
Nomination Committee
The Nomination Committee is responsible for the size, structure
and composition of the Board, for reviewing and progressing
appointments and for succession planning to ensure that the
Board is progressively refreshed such that the balance of skills and
experience remains appropriate to the needs of the business.
The Committee also makes recommendations to the Board
on the membership of the principal Committees of the Board.
The Nomination Committee Report can be found on page 43.
Audit Committee
The Audit Committee is responsible for assisting the Board
in fulfilling its financial and risk responsibilities, in particular for
ensuring that the financial statements are fair, balanced and
understandable. It oversees financial reporting, internal control,
risk management and reviews the work of the Internal and
External Auditors and advises the Board on the appointment
of the External Auditors. The Audit Committee Report can
be found on pages 45 to 48.
Remuneration Committee
The Remuneration Committee is responsible for determining
the remuneration of the Chairman and the Executive Directors
and for reviewing that of the Group members and the Group
Executive Board. The Directors’ Remuneration report can be
found on pages 49 to 67.
Savills plc Report and Accounts 2014
39
Overview | Strategy | Performance | Governance | Financial statements Corporate Governance Statement
continued
Board of Directors
1. Peter Smith
Chairman of Savills plc and Chairman of the
Nomination Committee
4. Martin Angle
Senior Independent Non-Executive Director and
Chairman of the Audit Committee
6. Tim Freshwater
Independent Non-Executive Director and
Chairman of the Remuneration Committee
Appointment to the Board: Peter was appointed
to the Board as a Non-Executive Director on 24 May
2004 and was elected Chairman with effect from
1 November 2004.
Appointment to the Board: Martin was appointed
to the Board on 2 January 2007 and replaced Timothy
Ingram as the Senior Independent Non-Executive
Director from 9 May 2012.
Appointment to the Board: Tim was appointed
to the Board as a Non-Executive Director on
1 January 2012.
Background and relevant experience: Formerly
UK Senior Partner of PricewaterhouseCoopers (PwC)
Peter served for two years as Chairman of Coopers &
Lybrand International and as a member of the global
leadership team of PwC. He served as Chairman of
RAC plc and was a Non-Executive Director of
Safeway plc and the Equitable Life Assurance Society.
Other appointments: Non-Executive Director of
Associated British Foods plc and Paris Orleans SCA
and Chairman of Templeton Emerging Markets
Investment Trust plc.
Committee membership: Remuneration and
Nomination Committees.
2. Jeremy Helsby
Group Chief Executive
Appointment to the Board: Jeremy joined Savills
in 1980 and was appointed to the Board in 1999.
Background and relevant experience: He was
Chairman and Chief Executive Officer of Savills
Commercial and Savills Europe for seven years
until he was appointed as Group Chief Executive
on 7 May 2008.
Other Appointments: Non-Executive Director of
Great Ormond Street Hospital.
Committee membership: Nomination Committee.
3. Simon Shaw
Group Chief Financial Officer
Appointment to the Board: Simon joined Savills
as Group Chief Financial Officer in March 2009.
Background and relevant experience: Simon is a
Chartered Accountant. He was formerly Chief Financial
Officer of Gyrus Group PLC, a position he held for five
years until its sale to the Olympus Corporation. Simon
was Chief Operating Officer of Profile Therapeutics plc
for five years and also worked as a corporate financier,
latterly at Hambros Bank Limited.
Other appointments: Non-Executive Chairman
of Synairgen plc.
Background and relevant experience: Formerly,
he was Group Finance Director of TI Group plc and
held various executive roles with Terra Firma Capital
Partners and its portfolio companies, including The
Waste Recycling Group (Executive Chairman) and
Le Meridien Hotel Group (Deputy Chairman). Prior to
that he held a number of senior positions in investment
banking with S G Warburg & Co., Morgan Stanley and
Dresdner Kleinwort.
Background and relevant experience: Until June
2014 Tim was a Non-Executive Director of Chong
Hing Bank Limited. Formerly he was Chairman of
Grosvenor Asia Pacific Limited. He was Managing
Director and Chairman of Corporate Finance Goldman
Sachs (Asia) from 2001 until 2005 and Vice-Chairman
of Goldman Sachs (Asia) from 2005 until 2012. Tim
previously worked at Jardine Fleming, becoming
Group Chairman in 1999, and was a Partner at
Slaughter and May from 1975 to 1996.
Other appointments: Non-Executive Director of
Pennon Group plc, OAO Severstal, Shuaa Capital psc
(Dubai), Chairman of The National Exhibition Group,
and Vice Chairman and Treasurer of FIA Foundation.
Committee membership: Audit, Remuneration and
Nomination Committees.
Other appointments: A Non-Executive Director of
Aquarius Platinum Limited, COSCO Pacific Limited,
Swire Pacific Limited and Hong Kong Exchanges
and Clearing Limited. Tim was appointed as a
Non-Executive Director (non-independent) and
Chairman of Goldman Sachs Asia Pacific Company
Limited on 6 October 2014.
5. Charles McVeigh
Independent Non-Executive Director
Committee membership: Audit, Remuneration
and Nomination Committee.
Appointment to the Board: Charles was appointed
to the Board as a Non-Executive Director on
1 August 2000.
7. Liz Hewitt
Independent Non-Executive Director
Background and relevant experience: Formerly,
he was Co-Chairman of Citigroup’s European
Investment Bank and served on the Boards of Witan
Investment Company plc, Clearstream, the London
Stock Exchange, LIFFE, British American Business Inc
and was a member of both the Development Board
and Advisory Council of the Prince’s Trust. He was
also appointed by the Bank of England to serve on the
City Capital Markets Committee and the Legal Risk
Review Committee and was a member of the Fulbright
Commission. Charles has recently become Chairman
of Rubicon Fund Management, a successful London
based hedge fund.
Other appointments: A Senior Adviser at Citigroup,
Charles also serves on the Board of EFG-Hermes,
Petropavlovsk plc (formerly Peter Hambro Mining plc)
and is a Trustee of the Landmark Trust and the
Natural History Museum Development Board.
Appointment to the Board: Liz was appointed
to the Board as a Non-Executive Director on
24th June 2014.
Background and relevant experience: Liz was
previously Group Director, Corporate Affairs of Smith
& Nephew plc between 2004 and 2011, and prior to
2004, was a director of 3i plc having spent her early
career with Gartmore, CVC and latterly 3i as a private
equity investor. She qualified as a Chartered
Accountant with Arthur Andersen.
Other appointments: Non-Executive Director
of Melrose Industries Plc and Novo Nordisk A/S.
Independent member of the House of Lords
Audit Committee.
Committee membership: Audit, Remuneration
and Nomination Committees.
4
1
5
2
6
3
7
40
Savills plc Report and Accounts 2014
Group Executive Board
2. Jeremy Helsby
Group Chief Executive
For photograph and full biography see
opposite page.
3. Simon Shaw
Group Chief Financial Officer
For photograph and full biography see
opposite page.
8. Chris Lee
Group Legal Director & Company Secretary
Appointment to the Group Executive Board:
Chris joined Savills in June 2008 and was appointed
to the Group Executive Board in August 2008.
He has responsibility for legal and compliance
issues globally.
Background and relevant experience: He held
equivalent roles with Alfred McAlpine plc, Courts plc
and Scholl plc between 1997 and 2008, prior to which
he was Deputy Group Secretary of Delta plc from
1990 to 1997.
9. Rupert Sebag-Montefiore
Head of Global Residential
10. Mark Ridley
Chief Executive – Savills UK
14. Justin O’Connor
Chief Executive – Continental Europe
Appointment to the Group Executive Board:
Mark was appointed to the Group Executive Board
when it was formed in February 2008.
Appointment to the Group Executive Board:
Justin was appointed to the Group Executive Board
in September 2010.
Background and relevant experience: He became
Chief Executive of Savills (UK) Limited following the
merger of the Commercial and L&P businesses in
January 2013. He previously served as Chairman
and Chief Executive of Savills Commercial Limited
from January 2008 and prior to this was Head of the
Manchester office which he opened for Savills from
when he joined in July 1996.
Background and relevant experience: He joined
Cordea Savills in January 2004 as Head of Business
Development. He was subsequently appointed Chief
Executive of Cordea Savills in January 2006. Justin
previously held a number of senior positions at
Henderson Global Investors, Lend Lease and the
AMP Society
11. Rob McKellar
Chief Executive – Asia Pacific
15. Mitch Steir
(alternate member with Michael Colacino)
Chairman & CEO Savills Studley
Appointment to the Group Executive Board:
Rob was appointed to the Group Executive Board
when it was formed in February 2008.
Appointment to the Group Executive Board:
Mitch was appointed to the Group Executive Board
when Studley, Inc. joined Savills in May 2014.
Background and relevant experience: He was
appointed Chief Executive of Asia Pacific on 31 March
2005 having served as the Group Finance Director
since June 2000 and prior to this since December 1994
was Finance Director of Savills Commercial Limited.
Background and relevant experience: He joined
Studley, Inc. in 1988 after beginning his commercial
real estate career at Huberth & Peters in New York.
Other appointments: Mitch serves on the boards of
The Museum of the City of New York, the Film Society
of Lincoln Center, The Realty Foundation of New York,
The Avenue of Americas Association, and the Citizens
Budget Commission.
Appointment to the Group Executive Board:
Rupert joined Savills in 1980 and was appointed to
the Group Executive Board when it was formed in
February 2008.
12. Raymond Lee
Chief Executive – Hong Kong,
Macau and Greater China
Background and relevant experience: He
was appointed as Head of Global Residential in
January 2013 having until then, served as Managing
Director and Chairman and Chief Executive of
Savills (L&P) Limited from May 2000 and October
2004 respectively.
Other appointments: Rupert is currently a Director
of Pigeon Land Ltd and Penshurst Properties Ltd.
He is also a member of the Investment Committees
of Winchester College and Christ Church, Oxford.
Appointment to the Group Executive Board:
Raymond was appointed to the Group Executive
Board in January 2011.
16. Michael Colacino
(alternate member with Mitch Steir)
President Savills Studley
Background and relevant experience: He joined
Savills in 1989. In 2009, Raymond became the CEO
in Hong Kong and Macau and in 2010 was appointed
CEO of Greater China. Raymond is a Fellow of the Hong
Kong Institute of Directors and is a Guangdong Province
Zhuhai Municipal Committee Member, CPPCC.
13. Simon Hope
Global Head of Capital Markets
Appointment to the Group Executive Board:
Simon was appointed to the Group Executive Board
when it was formed in February 2008.
Background and relevant experience: He joined
Savills in September 1986 and he is Head of our Global
Capital Markets business. He is also a member of the
Board of the Charities Property Fund and Tilstone LLP.
Appointment to the Group Executive Board:
Michael was appointed to the Group Executive Board
when Studley, Inc. joined Savills in May 2014.
Background and relevant experience: He joined
Studley, Inc. in October 1991 and became president
in 2002.
Other appointments: Michael serves on the Real
Estate Board of New York’s Board of Governors and
the Advisory Board of the Zell-Lurie Real Estate
Center at Wharton.
8
12
9
10
11
13
14
15
16
Savills plc Report and Accounts 2014
41
Overview | Strategy | Performance | Governance | Financial statements Corporate Governance Statement
continued
Effectiveness
Board composition and balance
Balance of Non-Executive Directors and Executive Directors
Non-Executive Chairman – 1
Non-Executive Directors – 4
Executive Directors – 2
Length of Tenure of Non-Executive Directors
0-4 years – 2
5-9 years – 1
10+ years – 2
At all times during the year at least half of the Board members,
excluding the Chairman, were Independent Non-Executive
Directors except for the period between the retirement of
Clare Hollingsworth at the conclusion of the Company’s
Annual General Meeting on 12 May 2014 and the appointment
of Liz Hewitt on 24 June 2014.
The posts of Chairman and Group Chief Executive are distinct
and separate and their roles and responsibilities are clearly
established. The Chairman leads the Board and ensures the
effective engagement and contribution of all Executive and
Non-Executive Directors. The Group Chief Executive has
responsibility for all Group businesses and acts in accordance
with the authority delegated by the Board. There are a number
of areas where the Board has delegated specific responsibility
to management, including responsibility for the operational
management of the Group’s businesses as well as reviewing
strategic issues and risk matters in advance of these being
considered by the Board and/or its Committees. Except as
explained above, in relation to the number of Independent
Non-Executive Directors, the Board considers that throughout
the year the Company was in full compliance with the Code.
It is the view of the Board that each of the Non-Executive
Directors brings considerable management expertise and is
an Independent Non-Executive Director, being independent
of management and having no business or other relationship
which could interfere materially with the exercise of their
judgement. In particular, and notwithstanding his long service
on the Board, the Board continues to consider that Charles
McVeigh remains entirely independent in character and
judgement. Martin Angle is the Senior Independent Director
and is available to shareholders if they have concerns
which have not been addressed by contact with the
Chairman and/or Group Chief Executive.
The Board is satisfied that the Chairman and each of the
Non-Executive Directors committed sufficient time during
the year to enable them to fulfil their duties as Directors of
the Company. None of the Non-Executive Directors has
any conflict of interest which has not been disclosed to
the Board in accordance with the Company’s Articles of
Association (‘Articles’).
In accordance with the provisions of the Code it is our
intention to conduct an external independent evaluation of
Board effectiveness and performance and that of its principal
Committees at least every three years.
In 2013 the Board evaluation was conducted by independent
external facilitators IDDAS. This year an internal performance
evaluation, led by the Senior Independent Director and
supported by the Group Legal Director & Secretary, was
conducted taking into account the principal themes which
had emerged from the 2013 external evaluation. The review
concluded that the Board was well structured and had the
necessary blend of skills and experience. It was noted that
significant progress had been made in delivering the Group’s
strategic objectives over the preceding five years, in particular
in completing the targeted expansion into the US and delivering
the targeted step change in scale for the Group’s investment
management platform. The review also reconfirmed the need
for the Board to plan to ensure effective succession at Board
and senior management level, and, in this context, and with
the expansion of the Group for the Board to spend time
meeting with senior managers below Group Executive Board
level in each of the Group’s Principal Businesses as part of
the annual cycle of presentations on these businesses.
Overall, the Board considers the performance of each
Director to be effective and concluded that both the Board
and its Committees continue to provide effective leadership
and exert the required levels of governance and control.
The Shareholders should therefore support their re-election
to the Board at the AGM in May. The Board will continue
to reviews its procedures, effectiveness and development.
The skills and experience of the Directors, are set out on
page 40.
Diversity
The Board is aware that the number of women on boards
remains a topic for debate for companies and regulators.
We agree fully with the spirit and aspirations of the Davies
Report to increase the number of women on company boards.
However, we continue to view diversity in its broadest sense
with a view to appointing the best-placed individual for the role.
Our focus remains on attracting the right talent and skills
irrespective of gender or diversity.
42
Savills plc Report and Accounts 2014
The Board recognises the benefits of having diversity
across all areas of the Group. In a sector which historically
has struggled to retain a high percentage of female leaders,
we are striving to redress the balance with our successful
graduate recruitment programme which aims to have a
balanced intake of males and females and should help to
ensure that there continues to be a diversity of talent within
the Company from which we can draw the future leaders
of our Company. The Company’s policy on diversity applies
across all levels of the Group, further details of which can
be found in the Resources and Responsibilities section
on pages 18 to 22.
The biographies of the Board members appear on page 40.
Board induction and training
To ensure a full understanding of Savills and its businesses,
on appointment each new Director undergoes a comprehensive
and tailored induction programme which introduces the Director
to the Group’s businesses, its operations, strategic plans,
key risks and its governance policies. The induction also
includes one to one briefings from the Heads of the Principal
Businesses and an introduction to each Group business’s
development strategy.
The Directors receive regular updates on developments
in legal and regulatory matters.
Directors’ conflicts of interest
Each Director has a duty under the Companies Act 2006 to
avoid situations in which they have, or could have, an interest
that conflicts or possibly may conflict with the interests of the
Company. A Director will not be in breach of that duty if the
relevant matter has been authorised by the other Directors
in accordance with the Articles. The Board has adopted a
set of guiding principles on managing conflicts and approved
a process for identifying current and future actual and potential
conflicts of interest. It was also agreed that the Nomination
Committee would review authorised conflicts at least annually
or if and when a new potential conflict situation was identified
or a potential conflict situation materialised. During 2014,
actual and potential conflicts of interest that were identified
by each Director were subsequently authorised by the
Nomination Committee, subject to appropriate conditions
in accordance with the guiding principles.
Nomination Committee Report
Peter Smith
Chairman of the
Nomination Committee
The Nomination Committee has an important role to play in
ensuring that the Board and its principal Committees have the
right mix of skills, experience and diversity to deliver Group
strategy and to create value.
In consultation with the Chairmen of the principal Committees,
the Nomination Committee will continue to monitor the needs of
the Board and its Committees in the context of Group strategy,
with the aim of ensuring that the Group’s succession planning
policy evolves such that there is an identifiable supply of talent
and experience available to the Board and its Committees from
which to select successors.
Meetings
Attendance table
Committee member
Peter Smith
Martin Angle
Tim Freshwater
Liz Hewitt*
Clare Hollingsworth**
Jeremy Helsby
Meetings
attended
Meetings
eligible to
attend
2
2
2
1
1
2
2
2
2
1
1
2
* Liz Hewitt was appointed to the Board on 24 June 2014.
**
Clare Hollingsworth retired from the Board from the conclusion of the Annual
General Meeting of the Company held on 12 May 2014.
As at 31 December 2014 and up to the date of this Report, the Nomination
Committee was primarily composed of Independent Non-Executive Directors.
Biographical details relating to each of the Committee members is shown
on page 40.
Savills plc Report and Accounts 2014
43
Overview | Strategy | Performance | Governance | Financial statements
Corporate Governance Statement
continued
During the year, the Committee comprised the Independent
Non-Executive Directors, together with the Chairman and the
Group Chief Executive. The Committee Chairman is Group
Chairman, Peter Smith (save in circumstances where the
Chairman’s succession is considered). Any other Director,
Group Legal Director & Company Secretary or an external
adviser may be invited by the Committee to attend the
meetings from time to time, as appropriate.
The Committee meets at least twice a year, or as required,
and met twice during 2014. There was full attendance at all
meetings by members, as shown in the table above. Members
of the Committee also attend the Company’s AGM at which there
is an opportunity to meet with shareholders. The Committee
Chairman is on hand to answer questions in the event that
shareholders ask specific questions related to the Nomination
Committee and its activities.
Committee objective and activities
The primary objective of the Committee is to review the size and
composition of the Board and its key Committees and to plan for
its progressive refreshing, with regard to balance and structure.
The Committee has standing items that it considers regularly
under its Terms of Reference, for example the Committee
considered and approved Directors’ potential conflicts of interest
and reviewed its own Terms of Reference (which are reviewed at
least annually or as required, e.g. to reflect changes to the UK
Corporate Governance Code or as a result of changes in
regulations or best practice).
More detailed information on the role and responsibilities of
the Committee can be found in the Committee’s Terms of
Reference which can be accessed on the Company’s website
at www.savills.com.
Succession planning and diversity
The Company adopts a formal, rigorous and transparent
procedure for the appointment of new Directors and key Senior
Executives with consideration to gender and diversity in its widest
sense. Before making an appointment, the Committee assesses
the balance of skills, knowledge, independence, experience and
diversity of the Board and, in view of this assessment, will draw
up a description of the role and competencies needed, with a
view to appointing the best placed individual for the role. In making
a recommendation to the Board on a Non-Executive Director
appointment, the Nomination Committee specifically considers the
expected time commitment of the proposed Non-Executive and
other commitments they may already have. The Company uses
recruitment consultants to assist the Committee in delivering its
objectives and responsibilities. No Director is involved in decisions
regarding his or her own succession.
Appointments to the Board
In anticipation of Clare Hollingsworth’s retirement from the
Board at the 2014 Annual General Meeting and prior to external
recruitment consultants being appointed to search for a new
Non-Executive Director, the qualities sought for that role were
agreed by the Board. The Nomination Committee engaged
independent executive search firm Spencer Stuart as recruitment
consultants in respect of its search for a suitable candidate as
a Non-Executive Director and oversaw the selection process.
Spencer Stuart were asked to compile a long list of potential
candidates which was reduced to a final shortlist of three
candidates by the Committee. The three candidates were then
interviewed by Peter Smith and the Chief Executive. Liz Hewitt
was identified as the preferred candidate and then met with the
other Non-Executive Directors. The unanimous recommendation
of the Committee to the Board was that Liz Hewitt be appointed
as a Non-Executive Director with effect from 24 June 2014.
Coming year
In the coming year we will continue to keep the Board’s
composition under review and the Committee will consider
how it may be enhanced to ensure that the Board continues
to reflect the needs of the Company and its shareholders.
Accountability
Internal control and risk management
The Board has overall responsibility for risk management and
internal controls across the Group. This responsibility includes
the determination of the nature and extent of the principal risks
the Board is willing to take to achieve its strategic objectives and
for ensuring that an appropriate culture has been embedded
throughout the organisation. Risk management is implemented
from the top down. The Board is supported by the Audit
Committee in discharging its oversight duties with regard to
internal control and risk management.
Whilst the Board is responsible for ensuring that an appropriate
culture has been embedded throughout the organisation and
establishing, maintaining the Group’s system of risk management
and internal control to safeguard shareholders’ investments and
the Group’s assets (and for reviewing the effectiveness of this
system), such a system is designed to manage rather than
eliminate the risk of failure to achieve business objectives
and can provide only reasonable and not absolute assurance
against material misstatement or loss. Further details of the
risk management process, the principal risks and uncertainties
faced by the Group and the associated mitigating actions
are set out on pages 23 to 26.
The Board’s attitude and appetite to risk is communicated to
the Group’s businesses through the strategy planning processes.
The Audit Committee monitors the ongoing status and progress
of action plans against key risks on a regular basis and reports
its findings to the Board.
Going Concern
The Group’s business activities, together with the factors
considered likely to affect its future development, performance
and position are set out in the Strategic Report on pages 2 to 27.
The financial position of the Group, its cash flows, liquidity
position and borrowing facilities are described on pages 32
to 34. In addition, Note 3 to the financial statements includes
the Group’s objectives, policies and processes for managing
its capital, its financial risk management objectives, details
of its financial instruments and hedging activities, and its
exposures to credit risk and liquidity risk.
The Group has considerable financial resources, including a
£150m committed revolving credit facility (augmented by a £30m
‘accordion’ option which can be activated to increase the facility)
that runs to June 2017. The Group has a broad geographic
presence, service offering and extensive client spread ensuring
that the Group is not over-dependent on one geography, service
line or client. As a consequence, the Directors believe that the
Group is well placed to manage its business risks successfully.
44
Savills plc Report and Accounts 2014
After making appropriate enquiries, the Directors have a
reasonable expectation that the Company and the Group
have adequate resources to continue as a going concern for
the foreseeable future. Accordingly, they continue to adopt the
going concern basis in preparing the Report and Accounts.
Relations with shareholders
Dialogue with shareholders
The Group recognises the importance of maintaining regular
dialogue with its shareholders. The Group Chief Executive
and Group Chief Financial Officer lead a regular programme of
meetings and presentations with analysts and investors, including
presentations following the publication of the Company’s full
and half year results. This programme maintains a continuous
two-way dialogue between the Company and shareholders, and
helps to ensure that the Board is aware of shareholders’ views on
a timely basis. The Board also normally receives feedback twice
each year from its corporate brokers on investors’ and the
market’s perceptions of the Company. The Chairman and the
Senior Independent Director are also available to meet
shareholders if so required. The Company has enjoyed and is
appreciative of the significant shareholder support that it has
enjoyed in recent years in relation to the Group’s remuneration
policy, and in particular the Remuneration Committee welcomed
shareholders endorsement of the Remuneration Policy and 2013
Annual Remuneration Report at the 2014 AGM. The Company
continues to welcome shareholder views with regard to the
Group’s Remuneration Policy and the Remuneration Committee
gives due consideration to such views when raised. Details of
Company’s response to any shareholder views raised would
be included in the relevant year’s Remuneration Report.
Constructive use of the Annual General Meeting (‘AGM’)
The AGM provides the Board with a valuable opportunity to
communicate with private shareholders and is generally attended
by all of the Directors. Shareholders are given the opportunity
to ask questions before and during the meeting and to meet
Directors following the conclusion of the formal part of the
meeting. In accordance with the Code, the level and manner
of voting of proxies lodged on each resolution at the AGM is
declared at the meeting and published on the Company’s
website. The outcome of the votes cast at the 2014 AGM in
respect of the 2013 Directors’ Remuneration report can be
found on page 67. The Directors aim to give as much notice
of the AGM and other general meetings as possible, which is
at least 20 working days before the meeting in accordance
with the UK Corporate Governance Code.
Details of the resolutions to be proposed at the 2015 AGM can
be found in the AGM Notice which accompanies this Annual
Report and Accounts.
In accordance with the Articles of Association, electronic and
paper proxy appointments and voting instructions must be
received not later than 48 hours before a general meeting.
The Company has taken advantage of the provisions within the
Companies Act 2006 (‘CA 2006’) which allow communications
with shareholders to be made electronically where shareholders
have not requested hard copy documentation. Details of the
information available to shareholders can be found on page 128.
Information about the Company is also available on the
Company’s website (www.savills.com).
Audit Committee Report
Martin Angle
Chairman of the
Audit Committee
The Committee welcomes the 2014 UK Corporate Governance
Code and the changes that this introduces to Corporate
Governance in the UK, and the FRC’s Guidance on Risk
Management, Internal Control and Related Financial and
Business Reporting, both published in September 2014. The
changes introduced by the 2014 Code regarding the robust
assessment of principal risks and how they are being managed
and mitigated, and carrying out a review of the effectiveness of
risk management and internal control systems, are already, and
will continue to be, focus areas for the Committee.
The Audit Committee has a key role in ensuring the integrity of
the Group’s financial statements and the effectiveness of its risk
management processes and internal controls. During the year,
its activities continued to be focused on the integrity and quality
of the Group’s financial reporting, the performance of the internal
and external audit processes and the suitability of the Group’s
system of internal governance and control (including receiving
and considering reports from the Group’s Internal Audit team
on the Group’s businesses and central functions and a broad
range of compliance related matters). The Committee will
continue to develop its activities in the light of regulatory and
best practice developments.
The Audit Committee has reviewed the content of this year’s
Annual Report and Accounts and has advised the Board that,
in its view, the Report taken as a whole is in its opinion fair,
balanced and understandable and that it provides the information
necessary for shareholders to assess the Group’s position,
performance, business model and strategy.
The Committee noted the unqualified opinion from the
External Auditors.
Meetings
Attendance table
Committee member
Martin Angle
Tim Freshwater
Liz Hewitt*
Clare Hollingsworth**
Meetings
attended
Meetings
eligible to
attend
4
4
3
1
4
4
3
1
* Liz Hewitt was appointed as a Director of the Company on 24 June 2014.
**
Clare Hollingsworth retired from the Board at the conclusion of the AGM on
12 May 2014.
As at 31 December 2014 and up to the date of this Report, the Audit Committee
was composed entirely of Independent Non-Executive Directors. The Board
considers the Committee members to have recent and relevant financial
experience for the purposes of the UK Corporate Governance Code. Biographical
details of the Committee members are shown on page 40.
Savills plc Report and Accounts 2014
45
Overview | Strategy | Performance | Governance | Financial statements
Corporate Governance Statement
continued
The Committee met four times during the year and there was
full attendance at all meetings by all members, as shown in the
table on page 45.
Although they are not members of the Committee the
Non-Executive Chairman, Group Chief Executive, Group Chief
Financial Officer, Group Financial Controller, Group Director of
Risk & Internal Audit and Group Legal Director & Company
Secretary attend each meeting, as does the lead audit partner
from the Group’s External Auditors. Other senior executives
from across the Group are invited to present such reports as
are required for the Audit Committee to discharge its duties.
Main activities and responsibilities of the Committee
during the financial year
The Committee works to a planned programme of activities
focused on key events in the annual financial reporting cycle.
This includes standing items that the Committee considers
regularly under its Terms of Reference. To enable the Committee
to carry out its duties and responsibilities effectively, it relies on
information and support from management across the business.
The Committee reviews reports and presentations from business
management and the heads of key functions and the Internal and
External Auditors, questions and where appropriate, challenges
information and reports its findings back to the Board.
The Chairman of the Committee meets informally and is in
regular contact with the Group Chief Financial Officer, Group
Director of Risk & Internal Audit and Group Legal Director &
Company Secretary and senior members of the external audit
team. This group develops the Committee’s proposed annual
work plan for consideration by the Committee and generally
meets ahead of each full Committee meeting to prepare and
identify key areas for consideration by the Committee. The
Committee meets separately with the External Auditors
without management being present.
The Chairman of the Committee also attends the AGM to respond
to any shareholder questions that might be raised on its activities.
External Audit
The principal activities of the Committee during the year are set
out below:
Responsibilities
How the Committee discharged its responsibilities
Financial Reporting
Review and discussion of the key accounting
considerations and judgements reflected in
the Group’s results for the half year ended on
30 June 2014
Review and discussion of the key accounting
considerations and judgements reflected in
the Group’s results for the year ended on
31 December 2014
Agreement of the external audit strategy and
scope for the year ended 31 December 2014.
Considering and where appropriate approving
the instruction of the Group’s External Auditors
on non-audit assignments during the year
ended 31 December 2014
Review and consideration of the External
Auditors’ Report for the year ended
31 December 2014, including the External
Auditors’ observations on the Group’s
Internal Control environment
Discussed the External Auditors’ performance
during the year
Compliance,
Whistle‑blowing
and Fraud
Review of the Group’s whistle-blowing
arrangements, reports made under these
arrangements during the year ended 31 December
2014 and the result of consequent investigations
Internal Audit
Reviewing and approving the internal audit plan
Internal Controls
and Risk Management
Systems
Receiving and considering reports from the Group’s
Internal Audit team covering various aspects of the
Group’s operations, controls and processes and
monitoring the progress made by management
in addressing recommendations arising out of
these reports
Reviewing and considering the Group’s risk
registers and advising the Board on risk appetite
Review the work and effectiveness of the Group
Risk Committee
Review of the effectiveness of the Group’s risk
management system and internal controls in
place to manage the Group’s principal risks.
In particular during the year, the Committee’s actions included
developing our assurance framework in support of the 3 Lines
of Defence model. The Committee also reviewed the Group’s
response to the extended financial sanctions regime introduced
globally during the year, the implementation of the Group’s
Code of Conduct (which, in particular, addresses bribery and
corruption risks), and the effectiveness of the European business’
control framework. Tax and treasury risks were also reviewed to
ensure that effective controls were in place and that the Group’s
treasury risk appetite continued to be met following the major
acquisition of Savills Studley, Inc. in 2014.
Composition
The Audit Committee is chaired by Martin Angle; he is supported by
two independent Non-Executive Directors Tim Freshwater and Liz
Hewitt. Liz Hewitt will become Committee Chairman when Martin
Angle stands down as Committee Chairman (although he will
remain a Committee member) at the conclusion of the 2015 AGM.
Members of the Committee are appointed by the Board
following recommendations by the Nomination Committee and
membership is reviewed annually by the Nomination Committee
as part of the annual Board performance evaluation.
All members of the Committee receive an appropriate induction
which includes an overview of the business, its financial
dynamics and risks and meetings with senior management.
Committee members are expected to have an understanding of
the principles of, and recent developments in, financial reporting
and their application as well as the roles of the internal and
external audit functions.
Role, objectives and responsibilities
The Committee’s role is to assist the Board in discharging its duties
and responsibilities for financial reporting, internal control and in
making recommendations to the Board on the appointment of the
independent External Auditors. The Committee is responsible for
the scope and results of the audit work, its cost effectiveness and
the independence and objectivity of the External Auditors.
The Committee is authorised to investigate any matter within
its Terms of Reference (a copy of which can be found in the
governance section of the Company’s website at www.savills.
com) and has access to the services of the Group Legal Director
& Company Secretary and, where necessary, the authority to
obtain external legal or other independent professional advice
in the fulfilment of its duties.
The Committee has responsibility for reviewing the Group’s
whistle-blowing arrangements, including ensuring that appropriate
arrangements are in place for employees to be able to raise, in
confidence, matters of alleged impropriety, and for ensuring
that appropriate follow-up actions are taken.
46
Savills plc Report and Accounts 2014
Financial reporting and significant accounting issues
The significant accounting issues considered by the Committee
and discussed with the External Auditors during the year were:
Matter considered
Action
Management
override of
internal controls
Goodwill
impairment
The Committee considered the presumed risk of
management override of internal controls as defined
by the auditing standards. In so doing, the Committee
reviewed the robustness and effectiveness of the
overall control environment of the Group, including
consideration of the Group’s whistle-blowing
arrangements and the reviews conducted by the
Internal and External Auditors, and was satisfied
that there were no issues arising
The Committee received reports from management
on the carrying value of the Group’s businesses, including
goodwill. The Committee reviewed management’s
recommendations, which were also considered by
the External Auditors, including evaluation of the
appropriateness of the assumptions applied in
determining asset carrying values. After review, the
Committee was satisfied with the assumptions and
judgements applied by management and, with the
support of the External Auditors, concluded that other
than in relation to the carrying value of the Group’s
investment in Cordea Savills Italian Opportunities No. II
Fund, where an impairment charge of £0.6m was
recorded (reducing the carrying value to £0.5m) reflecting
market conditions in Italy and the fact that this closed fund
reaches the end of its scheduled life in 2015, no further
impairment of carrying values was required
Presumed risk of
fraud in revenue
recognition
The Committee considered the presumed risk of fraud
as defined by the auditing standards and was satisfied
that there were no issues arising
Provisions for
Litigation
Accounting for
the acquisition
of Studley, Inc
The Committee reviewed the provisions held in relation
to each significant legal case and assessed the
appropriateness of these as at 31 December 2014
taking into account the Group’s insurance cover and the
advice received from external counsel to ensure that
appropriate provision had been made. The Committee
agreed with the position taken by management in
respect of this matter
The Committee considered the accounting treatment
of the acquisition of 100% of Studley, Inc. by the
Group on 30 May 2014 for a total payment of up to
£153m. Provisional goodwill of £88.1m and other
intangible assets of £4.1m had been recognised on
acquisition in the half year accounts. These figures
had subsequently been adjusted for the disposal of
Studley’s investment in AOS Holdings S.A. in France
in October 2014 (£2.5m adjustment). After review, the
Committee agreed that the acquisition had been
appropriately accounted for and disclosed in the
financial statements
Regulatory
compliance
obligations
During the year the Committee reviewed the Group’s
policies and procedures around regulatory risks,
including but not limited to:
– whistle-blower reports;
–
–
reports on anti bribery and corruption procedures;
and
the Group’s Client Acceptance procedures, with
particular reference to the Group’s Anti-Money
Laundering procedures and the introduction of
extended financial sanctions regimes globally.
The Committee was satisfied that there were no
significant issues in this area.
Internal Audit
The provision of Internal Audit services during 2014 was delivered
by the Group’s Internal Audit team with support from external
adviser, BDO LLP, where appropriate. The Board’s responsibility
for internal control and risk is detailed on page 36 and is
incorporated into this Report by reference.
During the year, the Committee reviewed and approved the
Internal Audit plan, having regard to the complementary roles of
the Internal and External Audit functions. The Committee ensured
that the Internal Audit team had the necessary resources and
information made available to it to enable it to fulfil its mandate to
the appropriate professional standards. The Committee reviewed
Internal Audit reports on a regular basis and the Group Director
of Risk & Internal Audit attended meetings and presented to the
Committee. In assessing the performance of the Internal Audit
function, the Committee considered and monitored their
effectiveness in the context of the Company’s risk management
system and took into account management’s assessment
of and responsiveness to the Internal Auditor’s findings and
recommendations and reports from the External Auditors
on any issues identified during the course of their work.
Assessment of Risk Management and Internal Control
The Audit Committee, on behalf of the Board, reviewed the
effectiveness of the system of risk management and internal
control. As a result, it is considered that the Board has fulfilled
its obligations under the UK Corporate Governance Code.
In performing its review of effectiveness, the Committee
considered the following reports and activities:
–
internal audit reports on the review of the controls across
the Group and the monitoring of management actions arising
from these reviews;
– management’s own assessment of risk and the performance
of the system of risk management and internal control
during 2014;
reports from the Group Director of Risk & Internal Audit
including reports on Group wide risk assessment activity
and annual self assessment findings; and
reports from the External Auditors on any issues identified
during the course of their work.
–
–
Having reviewed the effectiveness of the system of internal
control, the Committee was satisfied that necessary actions have
been, or are being taken to remedy any significant failings or
weaknesses identified.
The integrity of the Group’s relationship with the External
Auditor and the effectiveness of the External Audit process
The Committee carried out a review of the effectiveness of the
external audit process and considered the reappointment of
PricewaterhouseCoopers LLP (‘PwC’) and the appropriateness
of its fees. The review covered a broad range of matters,
including amongst, other factors, the quality of PwC staff, its
expertise and resources and the independence of the PwC audit.
In the course of its review, the Committee considered the audit
plan for the year and determined how the External Auditors
had performed to the plan. In deciding whether to recommend
the reappointment of PwC, the Committee considered the
robustness of challenge and findings on areas which require
judgement, the strength and depth of the lead partners at key
locations, and feedback from Savills management.
Savills plc Report and Accounts 2014
47
Overview | Strategy | Performance | Governance | Financial statements Corporate Governance Statement
continued
There were no significant findings arising from the evaluation
this year and the Committee concluded that both the audit
and the audit process were effective. It therefore recommended
to the Board that PwC be reappointed as External Auditors
for a further year. Accordingly, a resolution recommending their
reappointment will be put to shareholders at the 2015 AGM.
The Committee considers on an ongoing basis, the
independence of the External Auditors and has established
policies to consider the appropriateness or otherwise of
appointing the External Auditors to perform non-audit services,
including consideration as to whether the External Auditors
are the most suitable supplier of such services.
During the year, PwC was paid £1.2m for audit services. PwC
also provided certain non-audit services to the Group, principally
advice on taxation and transaction related matters, for which it
was paid a further £1.6m. PwC were engaged on transaction
related matters, principally the Studley, Inc. acquisition to provide
an understanding of the prospective integration and to consider
the cultural fit of the two organisations. Details of the fees paid
to the External Auditors can be found in Note 7.3 to the financial
statements. Contracts for non-audit services in excess of £0.1m
require Committee approval. Below this level the Chairman of
the Audit Committee is notified of new instructions for the
delivery of non-audit services.
The Committee is satisfied that in view of their knowledge
and experience of the Company PwC was best placed to
provide such non-audit services and that their objectivity and
independence has not been impaired by reason of this further
work. However, in line with the Company’s policy on the provision
of non-audit work, the Committee will review the provision of
non-audit work provided by the External Auditors on a case
by case basis.
The following non-audit services may not be provided by the
External Auditors:
– bookkeeping or other services related to the accounting
records or financial statements;
financial information systems design and implementation;
Internal Audit outsourcing services;
–
–
– management functions or human resources advice; or
–
advising on senior executive (including Executive Director)
remuneration.
To further safeguard the independence of the Company’s
External Auditors and the integrity of the audit process,
recruitment of senior employees from the External Auditors
is not allowed for an appropriate period after they cease to
provide services to the Company.
Disclosure of relevant audit information
The Directors confirm that, insofar as they are each aware,
there is no relevant audit information of which PwC is unaware
and each Director has taken the steps that ought to have been
taken as a Director to be aware of any relevant audit information
and to establish that PwC is aware of that information.
In 2012, the Financial Reporting Council (‘FRC’) amended the
UK Corporate Governance Code to require audit tendering every
10 years on a comply or explain basis for FTSE350 Companies
such as Savills. This new provision applies to financial years
beginning on or after 1 October 2012. The FRC also suggested
non-binding transitional arrangements with respect to audit
tendering. The UK Corporate Governance Code provisions with
regards to appointments of statutory auditors and the requirement
to conduct mandatory tenders every 10 years continue to apply
to the Company and the Company is required to comply with
such provisions of the Code or explain any non-compliance.
On 26 September 2014, the Competition Commission (‘CC’),
now the Competition Markets Authority (‘CMA’), published its final
Order on mandatory audit tendering for FTSE350 Companies
such as Savills. This Order came into effect on 1 January 2015
and applies to financial years beginning on or after 1 January
2015. The Order confirms that FTSE350 Companies will need to
undertake a tendering process in respect of their statutory audit
services at least every 10 years. Furthermore, if a company has
not completed a tendering appointment process of statutory
auditors for five consecutive financial years, the Order requires
the Audit Committee of such company to state in its annual
report when the Company intends to conduct the tender and
why such proposed date is in the best interests of the Company
(and such statement must be repeated in each subsequent
report until a competitive tender is conducted).
The requirement for conducting mandatory audit tenders every
10 years is subject to transitional arrangements set out in the
Order and, accordingly, this requirement does not apply to
PwC’s proposed reappointment as External Auditors which
will be proposed to the shareholders at the 2015 AGM.
PwC has been the Company’s Auditors since 2001 when it won
a tender for the external audit. The senior partner responsible
for the Group’s audit must be rotated every five years to ensure
objectivity. The last lead partner change took place in 2011.
The next lead partner change is scheduled for 2016.
The Committee has considered the FRC’s suggested
non-binding transitional arrangements with respect to audit
tendering and as a consequence, will consider the tendering
arrangements towards the conclusion of the current audit
partner’s period in office or earlier if there is cause to do so.
The Committee will keep these matters under review to ensure
that the Company continues to comply with the prevailing
provisions in respect of the External Auditors’ engagement,
rotation of the lead partner and the provision of non-audit
services by the External Auditors.
48
Savills plc Report and Accounts 2014
Directors’ Remuneration Report
Annual statement
Dear Shareholder
Tim Freshwater
Chairman of the Remuneration
Committee
Governance
This Report has been prepared on behalf of the Board
by the Remuneration Committee (the ‘Committee’) in
accordance with the requirements of the Companies Act
2006 and the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations
2013 (‘Regulations’) and the auditable disclosures referred
to in the External Auditor’s Report on pages 71 to 75 as
specified by the UK Listing Authority and the Regulations.
2010–2014 Overview
Underlying Profit
Dividend Payments to Shareholders*
Executive Director Remuneration**
Total Shareholder Return
112%
86%
89%
150%
*
**
The dividend cost for 2014 comprises the cost of the final dividend
recommended by the Board (amounting to £9.4m), payment of which is subject
to shareholder approval at the Company’s Annual General Meeting (‘AGM’)
scheduled to be held on 13 May 2015, the cost of the supplemental dividend
(£15.5m) declared by the Board on 18 March 2015 (payable to shareholders on
the Register of Members as at 17 April 2015) and the interim dividend (£4.9m)
paid on 13 October 2014.
Executive Director remuneration comprises the remuneration paid to the
Group Chief Executive and Group Chief Financial Officer job holders between
1 January 2010 and 31 December 2014. Since 1 July 2010 the Executive
Director representation on the Board has comprised these job holders.
On behalf of the Board, I am pleased to introduce our 2014
Directors’ Remuneration Report (the ‘Report’) which sets
out Savills remuneration philosophy and policy in relation to
Directors’ remuneration (‘Remuneration Policy’) and how this
was implemented in the year ended 31 December 2014. The
implementation part of the Report and my letter (together the
‘Annual Remuneration Report’) will be presented for approval
by shareholders at the 2015 AGM on 13 May 2015.
Our remuneration philosophy
Our focus and business policy is founded on the premise that
staff in our sector are motivated through highly incentive-based
(and therefore variable) remuneration consistent with our
partnership style culture. We firmly believe that this approach
best aligns shareholders’ and management’s interests and
incentivises superior performance and the creation of long-term
shareholder value. This approach also ensures that our reward
arrangements are consistent with and sensitive to the cyclical
nature of real estate markets.
Our Remuneration Policy is designed to deliver these objectives
and to provide the reward potential necessary for the Company
to attract, retain and motivate the high calibre individuals on
whom its continued growth and development depend. Reflecting
this philosophy, the salaries for the Executive Directors, Group
Executive Board members and senior fee-earners are set
significantly below market medians for similar businesses, with
a greater emphasis on the performance related elements of
profit share and/or, outside the UK, commission in the total
reward package.
The Committee is mindful of its responsibility to reward
appropriately, but not excessively, and rigorously assesses
competitive positioning in setting remuneration and determining
targets to ensure that reward properly reflects performance, that
it supports the delivery of our strategic and operational objectives
and that it is fair to management and shareholders alike. Overall,
we expect employment costs over the cycle to be in the range
of 65%–70% of revenues (taking into account the acquisition
of Studley, Inc. in the US where broker commission is typically
higher than elsewhere in the world but broker remuneration is
100% variable).
2014 performance and remuneration
Savills delivered an excellent performance in 2014, delivering
results significantly above expectations. Key highlights for the
year included: Underlying profit of £100.5m which represented
34% growth on 2013 at an improved underlying profit margin
of 9.3% (2013: 8.3%) following revenue growth of 19% on 2013.
In addition to this excellent financial performance, 2014 also saw
strong progress in the delivery the Group’s longer-term strategic
objectives, in particular the acquisition of Studley, Inc., which
provides the Group with a significant US footprint and a strong
platform for further growth both in the US and through referrals
from/to existing Savills businesses in Asia and Europe. Reflecting
the Group’s excellent performance in 2014 the Committee
considered it appropriate to approve annual performance related
profit share awards of 100% of the maximum potential for the
Executive Directors.
The Group has also continued to deliver strong longer-term
performance, which is demonstrated by an increase in underlying
earnings per share by 23.9% p.a. and total shareholder return of
over 134% during the three year period to 31 December 2014.
In light of this performance, the 2012 Performance Share Plan
award is due to vest at 100% of maximum in April 2015.
Savills plc Report and Accounts 2014
49
Overview | Strategy | Performance | Governance | Financial statements Given the structure of our incentive arrangements, unlike other
listed companies, the salary increase will have little impact on
the incentive opportunity, as the maximum annual performance
related profit share is not based on a percentage of salary.
In line with our policy, we do not intend to make annual
incremental changes to salary going forward but reserve
the right to review salaries periodically.
Clawback
Following the publication of the 2014 UK Corporate Governance
Code (‘2014 Code’), the Committee reviewed the malus and
clawback provisions in place on all of the variable, performance
related remuneration arrangements for the Executive Directors.
Clawback provisions already applied to the cash element of the
annual performance related profit share and malus provisions
to the deferred element of the annual performance related
profit share. Consistent with the 2014 Code, the Committee
determined that clawback and malus provisions should be
extended across the cash and the share elements of the annual
performance related profit share and also to the Performance
Share Plan. Shares and/or cash will be at risk of clawback
for up to two years after the award vested or an option became
exercisable (or in the event of a regulatory or criminal enquiry
ongoing at that two year point until six months after that enquiry
has ended). The recovery will be on a net (i.e. after tax) basis
unless relevant tax is recoverable when it will be on a gross basis.
The Committee also reviewed the circumstances in which
malus and clawback could apply and determined that it would
be appropriate to extend the established malus and clawback
provisions so that they encompass the following: a material
misstatement of the Group’s financial results; serious misconduct
by the individual; and a factual error in calculating an award or
vesting. The malus provision has also been extended to include
other exceptional developments which have an actual or potential
material adverse effect on the value or reputation of the Group
as determined by the Committee.
The Committee is appreciative of the significant shareholder
support that it has enjoyed in recent years and welcomed
shareholders’ endorsement of the Remuneration Policy and
the 2013 Annual Remuneration Report at the 2014 AGM.
We hope that you find this year’s Annual Remuneration Report
just as clear and informative and that you will continue to
support us by voting in favour of the resolution at this year’s
AGM on 13 May 2015.
Finally, on behalf of the Committee, I want to take the opportunity
to thank Clare Hollingsworth, who served as Chairman of the
Committee until May 2014, for her contribution.
Tim Freshwater
Chairman of the Remuneration Committee
Directors’ Remuneration Report
continued
Underlying Profit
£100.5m +33.6%
2014
2013
23%
£75.2m
£100.5m
Underlying Earnings per Share (‘EPS’)
55.2p +28.1%
2014
2013
23%
55.2p
43.1p
Total Shareholder Return (‘TSR’) (rebased)
1 year to 31 December 2014
110
105
100
95
90
85
Jan
Feb Mar Apr May
Jun
Jul
Aug Sep Oct Nov Dec
Savills
FTSE 250 (excluding investments trusts)
2015 remuneration
Base salaries
As in previous years, the Committee reviewed the base salaries
of the Executive Directors during the course of 2014. During its
review, the Committee was mindful of the Group’s philosophy
of placing greater emphasis on variable, performance-related
remuneration, while recognising that base salaries for the
Executive Directors had not been increased for at least the
past five years, while the size and complexity of the business
now has grown significantly, with
–
–
–
–
a more than 100% increase in the market capitalisation
of the Group from c.£422m to c.£917m as at the end of
December 2014;
revenues in the five years having almost doubled from
£560.7m to, in 2014, £1,078.2m, accompanied by strong
growth in underlying profit from £25.2m to, in 2014, £100.5m;
the employee base of the Group increasing from c.20,000
employees to c.27,000 employees as at December 2014; and
the Group having made very strong progress in delivering its
strategic objectives, in particular in terms of extending its
geographic footprint (which now includes the US) and
service line offering.
Taking into account the above and the cumulative increase
in base salaries of senior directors in the business over the
five-year period, the Committee agreed that it would be
appropriate to increase the base salaries for the Executive
Directors with effect from 1 March 2015 as follows:
– Group Chief Executive to £275,000 p.a.
(from £225,000 p.a.); and
– Group Chief Financial Officer to £210,000 p.a.
(from £175,000 p.a.).
Notwithstanding these increases, the base salaries for
the Executive Directors will continue to be positioned
significantly below market median against the FTSE 250
and overseas comparable companies in accordance
with our established approach.
50
Savills plc Report and Accounts 2014
Annual Report on Remuneration
Role of the Committee
The principal role of the Committee is to support the Group to
achieve its strategic objectives by designing a remuneration policy
consistent with the Group’s business model such that we have
the ability to attract, recruit, retain and motivate the high-calibre
individuals needed to deliver the Group’s strategy. The Committee
is responsible for the broad policy governing senior staff pay and
remuneration. It sets the actual levels of all elements of the
remuneration of the Executive Directors and reviews that of Group
Executive Board members. The Policy remains under periodic
review to ensure that it remains consistent with the Company’s
scale and scope of operations, supports business strategy and
growth plans and helps drive the creation of shareholder value.
The Committee also oversees the operation of Savills’ employee
share schemes.
Committee members and attendees
As shown in the table below, the Committee comprises the
Independent Non-Executive Directors and the Non-Executive
Chairman:
Committee member
Position
Status
Tim Freshwater
Martin Angle
Liz Hewitt
(appointed
24 June 2014)
Peter Smith
Clare Hollingsworth
(retired 12 May
2014)
Chair of the
Committee
(from 12 May 2014)
Member of the
Committee
Member of the
Committee
Independent
Independent
Independent
Member of the
Committee
Chair of the
Committee
(to 12 May 2014)
Non-Executive
Chairman
Independent
Committee attendee
Position
Status
Jeremy Helsby
Group Chief
Executive
Chris Lee
Group Legal
Director &
Company
Secretary
Attends by invitation
(except when his
own remuneration
is discussed)
Provides advice and
support (except when
his own remuneration
is discussed) as well
as acting as Secretary
to the Committee
Meetings
Attendance table
Committee member
Tim Freshwater
Martin Angle
Liz Hewitt (appointed 24 June 2014)
Peter Smith
Clare Hollingsworth (retired 12 May 2014)
Meetings
attended
Meetings
eligible to
attend
3
3
1
3
2
3
3
1
3
2
As at 31 December 2014 and up to the date of this Report, the Committee
comprised Independent Non-Executive Directors and the Non-Executive
Chairman. Biographical details relating to each of the Committee members
are shown on page 40.
The Committee met three times during the year. The principal
agenda items considered by the Committee during the year
were as follows:
–
reconfirming the Group’s remuneration policy in the context
of the proposed new legislation relating to executive
remuneration;
–
– preparing an Annual Remuneration Report and Remuneration
Policy consistent with the legislation relating to executive
remuneration;
agreeing the remuneration packages of the Executive
Directors and reviewing those of Group Executive Board
members;
approving the grant of Performance Share Plan awards; and
approving the grant of share awards to fee-earners and
senior managers across the Group.
–
–
Responsibilities of the Committee
The Committee’s principal responsibilities are to determine
Company policy on senior executive remuneration and to set
the remuneration arrangements of the Executive Directors and
to review those of the members of the Group Executive Board.
The Committee (excluding the Non-Executive Chairman) also
determines the level of fees payable to the Non-Executive
Chairman. In these respects, the Committee is advised by
Deloitte LLP, who provide an independent commentary on
matters under consideration by the Committee and updates on
market developments, legislative requirements and best practice,
and internally by the Group Legal Director & Company Secretary.
Given the fundamental role that remuneration plays in the
success of the Group, in terms of the recruitment, motivation
and retention of high quality staff, the Group Chief Executive
attends meetings by invitation and is consulted on the
remuneration packages of the Group Chief Financial Officer
and Group Executive Board members.
Advisors to the Committee
In determining Executive Director remuneration, the Committee
has access to detailed external information and research on
market trends and peer practice provided by its independent
external advisor Deloitte LLP. Deloitte is a member of the
Remuneration Consultants Group, and adheres to the voluntary
code of conduct in relation to executive remuneration consulting
in the UK. Deloitte’s fees are based on a time and material basis,
within the parameters of an overall annual budget. In 2014,
Deloitte received fees of £73,400 in relation to advice provided
to the Committee.
The Committee is satisfied that the advice received from Deloitte
during the year was entirely objective and independent. The
Committee will continue to keep these arrangements under
review to ensure that they remain appropriate to the needs of
the Committee in developing remuneration policy to support
the delivery of Group strategy.
Terms of reference
The Committee’s terms of reference, which are reviewed
annually, or by exception to take account of regulatory changes
or best practice, are available from the Group Legal Director
& Company Secretary upon request or can be viewed on
the Company’s website (www.savills.com).
Savills plc Report and Accounts 2014
51
Overview | Strategy | Performance | Governance | Financial statements Directors’ Remuneration Report
continued
Remuneration Policy
The Group’s remuneration arrangements for the Executive Directors, Group Executive Board members and senior fee-earners
are structured to provide a competitive mix of variable performance related (i.e. annual performance profit share and longer-term
incentives) and fixed remuneration (principally base salary) to reflect individual and corporate performance. The objective is to
set targets which are both achievable and stretching.
In determining the remuneration of the Executive Directors and reviewing that of the Group Executive Board members, the Committee
reviews the role and responsibility of the individual, their performance and the arrangements applying across the wider employee
group. It also considers sector and broader market practice in the context of the prevailing economic conditions and corporate
performance on environmental, social and governance issues.
The Remuneration Policy and its application to the Executive Directors are described in more detail in the pages which follow.
The information in this Report has not been audited unless otherwise stated.
Overview of the Remuneration Policy
The chart and table below and accompanying tables on pages 55 to 57 and then pages 60 to 64, together provide an overview of
the different elements of remuneration, their purpose and linkage to our corporate strategy, and the key features of each component.
Fixed remuneration
Variable remuneration
Base Salary
Near term – Annual Performance
Long term – Performance Share Plan
Related Profit Share
(‘PSP’)
Pension – Defined contribution
Benefits – Private medical insurance
include and car/car allowance
Delivered in part in
cash immediately
(subject to
clawback)
Delivered in part
in the form of
shares, deferred
for three years
(subject to malus
and clawback)
Awards vest subject to satisfaction
of performance conditions, currently
comparative TSR performance
(50% of award) and EPS growth
(50% of award) (subject to malus)
Fixed remuneration comprises base salary, benefits and the cost of employer pension contributions, while variable remuneration
comprises the annual profit share and long-term incentive potential under the Performance Share Plan.
Remuneration Policy
The following sets out the Remuneration Policy, which was approved by shareholders at the 2014 AGM. There have been no
changes in the Remuneration Policy since the 2014 AGM. To provide consistency with the remainder of the Report, salaries shown
are 2015 salaries and the scenario charts and Performance Share Plan awards have been updated for the operation of the policy
in 2015. Details of service contracts have also been updated.
Purpose and link to strategy
Operation
Potential
Performance measures
Base Salary
– A core component of
the total reward package,
which overall is designed
to attract, motivate and
retain individuals of the
highest quality.
The Committee considers base salary
levels annually taking into consideration:
– The Group’s philosophy to place
greater emphasis on variable,
performance related remuneration.
– The individual’s experience.
– The size and scope of the role.
– The general level of salary reviews
across the Group.
– Appropriate external market
competitive data.
Set significantly below market median
levels with greater emphasis on the
performance related elements of reward.
n/a
For 2015 salaries are (with effect from
1 March 2015):
– Group Chief Executive: £275,000.
– Group Chief Financial Officer: £210,000.
Although salaries are reviewed annually,
in line with the Group’s philosophy, the
Committee does not intend to make annual
incremental salary increases for Executive
Directors. However, the Committee retains
the discretion to award salary increases
taking into consideration the factors
considered as part of the annual review.
There is no overall maximum salary
or increase.
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Savills plc Report and Accounts 2014
Purpose and link to strategy
Operation
Potential
Performance measures
For 2015 the pension contribution
arrangements are:
– Group Chief Executive:
14% of annual base salary.
– Group Chief Financial Officer:
18% of annual base salary.
n/a
As part of the funding arrangements agreed
when the Plan was closed to future accrual
in 2010, the Group Chief Executive will
receive a minimum contribution from 2015
of 14%. The maximum contribution will be
no more than the maximum contribution
for all former members of the Plan. The
maximum annual pension contribution for
the current Chief Financial Officer is 18%.
The Plan is closed to future accruals.
However legacy arrangements will
be honoured.
New recruits would normally participate in
defined contribution arrangements or take
a non-pensionable salary supplement.
The level of contribution would be determined
at the time of appointment and may be set
at a higher level than the current policy. For
international appointments, the Committee
may determine that alternative pension
provisions will operate, and when determining
arrangements the Committee will give regard
to the cost of the arrangements, market
practice in the relevant international jurisdiction
and the pension arrangements received
elsewhere in the Group.
Car allowance up to a maximum
of £9,000 p.a.
n/a
There is no overall maximum as the cost
of insurance benefits depends on the
individual’s circumstances and the costs
of relocation and international benefits
will also depend on the jurisdiction.
Pension
– Provides appropriate
retirement benefits.
– Rewards sustained
contribution.
Defined contribution pension arrangements
are provided.
HMRC approved salary and profit share
sacrifice arrangements are in place. Pension
benefits are provided either through a Group
personal pension plan, as a non-pensionable
salary supplement, contribution to a personal
pension arrangement, or equivalent
arrangement for overseas jurisdictions.
Benefits
– To provide market
competitive benefits.
Benefits currently comprise:
– Medical insurance benefits;
– Car/car allowance;
– Permanent Health Insurance;
– Life insurance; and
– Directors’ and Officers’ liability
insurance.
Other benefits may be provided if the
Committee considers it appropriate.
Where an Executive Director is located in a
different international jurisdiction benefits may
reflect market practice in that jurisdiction.
In the event that an existing Executive
Director or new Executive Director is
required by the Group to relocate, other
benefits may be provided including (but
not limited to) a relocation allowance,
housing allowance and tax equalisation.
Savills plc Report and Accounts 2014
53
Overview | Strategy | Performance | Governance | Financial statements Directors’ Remuneration Report
continued
Purpose and link to strategy
Operation
Potential
Performance measures
Annual Performance Related Profit Share
To encourage the
achievement of challenging
financial, strategic and/or
operational targets.
Annual profit share awards reflect the
Group’s annual profit performance and
personal performance and contribution.
Awards are delivered part in cash and
part in shares (subject to a minimum cash
threshold). The proportion delivered in
shares is determined on a progressively
increasing scale, up to one third.
Further alignment with
shareholders’ interests
through deferral of a
portion into shares.
Shares are normally deferred for a period
of at least three years.
The Committee awards dividend equivalents
in respect of dividends declared over the
deferral period.
The Committee may exercise its judgement
to adjust individual annual bonus payouts
should they not reflect overall business
performance or individual contribution.
Clawback provisions apply in exceptional
circumstances such as a material
misstatement of the Group’s financial
results or gross misconduct.
Performance Share Plan (‘PSP’)
To drive and reward the
delivery of longer term
sustainable shareholder
value, aid retention and
ensure alignment of
senior management and
shareholder interests.
Awards of shares subject to a performance
period of normally no less than three years.
PSP awards may be in the form of nil cost
options or conditional awards over shares.
Awards may incorporate an award of
tax-advantaged Company Share Option
Plan options.
The Committee awards dividend equivalents
on a reinvested basis in respect of dividends
over the vesting or exercise period.
Malus provisions apply, allowing for
the reduction of awards in exceptional
circumstances of material misstatement
or gross misconduct.
The Committee may adjust vesting of
awards if it considers that the outcome of the
measurement of the performance conditions
does not accurately reflect the underlying
performance or financial health of the
Company. In the event the Committee
proposes to make an upward adjustment
the Committee will consult with major
shareholders in advance. The Committee
may adjust or amend awards in accordance
with the PSP rules.
In line with the Group’s philosophy, there is
greater emphasis on variable performance
related pay, while base salaries are set
significantly below market median levels.
Maximum annual profit share awards are:
– £2m p.a. for the Group Chief Executive.
– £1.5m p.a. for the Group Chief
Financial Officer.
For a new Executive Director the Committee
would determine the appropriate normal
maximum taking into account the role and
responsibility, subject to a maximum of
£2m p.a.
Performance is primarily
measured based on the
Group’s annual profit
performance with at least 70%
of awards subject to profit
performance. The remainder
of the award is based on an
appropriate mix of strategic,
operational and/or personal
performance goals.
The award potential at
threshold is £0. For on-target
performance currently around
50% of the profit share award
is awarded.
Maximum annual award potential of 200%
of salary (plan rules limit).
Award policy for 2015 is:
– Up to £550k for the Group
Chief Executive.
– Up to £350k for the Group
Chief Financial Officer.
Subject to an overall maximum of
£1m per annum per participant.
For a new Executive Director the Committee
would determine the appropriate normal
maximum taking into account the role and
responsibility, subject to a maximum of
200% of salary (or if lower £1m p.a.) p.a.
Performance conditions for
future awards are reviewed
annually to ensure that the
measures and their targets
remain appropriate to business
strategy and are sufficiently
challenging, and that the relative
balance of the performance
measures remains appropriate
for properly incentivising and
rewarding the creation of
longer term sustainable
shareholder value.
Performance conditions
are currently based on
two measures:
– Relative TSR against
the FTSE 250 (excluding
investment trusts) or
other appropriate
comparator group;
– a selected earnings
based measure.
The Committee may review
the performance measures for
the PSP to ensure they remain
aligned to the strategy. The
Committee would consult with
major shareholders in advance
of a change in performance
measures used for the
Performance Share Plan.
No more than 25%
of an award vests for
threshold performance.
UK tax advantaged all-employee share plans
Share plans available to
all UK employees in the
Group who satisfy the
statutory requirements.
Executive Directors are eligible to
participate in any of the Group’s all-
employee share plans on the same
terms as other UK employees.
Maximum in accordance
with statutory limits.
n/a
Legacy plans
The Executive Share Option Scheme (‘ESOS’) expired in 2011. Options granted under this plan were subject to performance criteria. Outstanding options
granted up to and including May 2011 continue to be exercisable in the normal fashion, having satisfied the performance criteria attaching to them.
54
Savills plc Report and Accounts 2014
The Group also operates a shareholding policy for Executive
Directors – details of this can be found on page 65 of this Report.
The Committee may make minor amendments to the
Remuneration Policy (for example for regulatory, exchange
control, tax or administrative purposes or to take account of a
change in legislation) without obtaining shareholder approval.
Performance measures and target setting
Annual Performance Related Profit Share
Performance measures for the annual performance related profit
share are intended to provide a balance between incentivising
executives to meet near term profit objectives and the creation
of longer term shareholder value through an appropriate mix of
strategic, operational and personal performance goals.
Consistent with the Group’s partnership style culture, annual
profit performance is the primary performance measure. Targets
are set to be appropriately stretching, by reference to the Group’s
internal business plans and to align with returns to shareholders
over the cycle.
A portion of the award relates to strategic, operational and
personal objectives. These objectives are determined annually
by the Committee and incentivise sustainable improvements in
the underlying drivers of performance and the continued
development and further growth of the Group.
Performance Share Plan
For the Performance Share Plan, the use of a mix of relative
shareholder return and earnings per share for 2015 awards
ensures that the Executive Directors and Group Executive Board
members are focused on delivering both absolute bottom line
growth and strong returns to shareholders relative to an
appropriate comparator group.
In the event the Committee considered it appropriate to change
the performance measures for the Performance Share Plan,
any new measure would be selected to be consistent with the
Group’s long-term business strategy and to support long-term
shareholder value creation. The Committee would consult with
major shareholders in advance of a change in a performance
measure used for the Performance Share Plan.
The performance targets for the Performance Share Plan
are reviewed periodically and set taking into account market
conditions, external market forecasts, internal business forecasts
and market practice. The Committee may also adjust the targets
in the light of corporate activity (e.g. merger and acquisition
activity), capital events or changes to accounting rules to
ensure that targets remain appropriate.
The Committee reserves the right to make any remuneration
payments and payments for loss of office (including exercising
any discretions available to it in connection with such payments)
notwithstanding that they are not in line with the Remuneration
Policy set out above where the terms of the payment were
agreed before the Remuneration Policy came into effect or at a
time when the relevant individual was not a Director and, in the
opinion of the Committee, the payment was not in consideration
for the individual becoming a Director. For these purposes
‘payments’ includes pension payments under legacy defined
benefit pension plans and the satisfaction of awards of variable
remuneration and, in relation to an award over shares, the terms
of the payment were ‘agreed’ at the time the award was granted.
Clawback or malus may apply where stated in the above table.
Other elements of remuneration are not subject to clawback or
malus. (Note: Accurate as at 12 May 2014 when the policy report
was approved. Following the publication of the 2014 UK Corporate
Governance Code, the Committee determined that clawback and
malus provisions should be extended across the cash and the
share elements of the annual performance related profit share
and also to the Performance Share Plan as set out on page 62.)
The Committee may, at its discretion, vary the proportion of
annual performance related profit share deferred into shares.
The Performance Share Plan will be operated in accordance
with the rules of that plan as approved by shareholders. In
accordance with those rules the Committee has discretion in
the following areas (as well as general administrative discretion):
–
–
the Committee may adjust the number of shares under award
if there is a capitalisation, rights issue, subdivision, reduction
or any other variation in the share capital, a demerger or
special dividend;
a performance condition for an existing award may be
amended if an event occurs which causes the Committee
to consider that an amended performance condition would
be a fairer measure of performance and would be no less
difficult to satisfy;
– on a change of control or winding up the number of shares
will be subject to any relevant performance conditions and
time pro-rated. The Committee has discretion not to apply
this reduction or to apply no performance or an alternative
performance condition. Additionally, participants may have
the opportunity to exchange their awards for equivalent
awards in the new holding company; and
the Committee has the discretion to treat a demerger as an
early vesting event on the same basis as a change of control.
–
Savills plc Report and Accounts 2014
55
Overview | Strategy | Performance | Governance | Financial statements Directors’ Remuneration Report
continued
Remuneration arrangements throughout the Group
The remuneration policy for Executive Directors follows the same
key principle as that for all senior employees in the Group – that
salaries are below the market median with a greater emphasis on
variable, performance related remuneration. Any differences in the
specific policies generally reflect differences in market practice for
differences in seniority. For support staff, salaries are set around
market median levels to ensure the Group is able to recruit and
retain high quality individuals.
Other than Executive Directors, only Group Executive Board
members are currently eligible to receive awards under the
Performance Share Plan on an annual basis. Other senior staff
may be granted share awards under the Company’s Deferred
Share Plan at the discretion of the Committee, for example if
there are particular business reasons for applying a retention
element to remuneration.
Illustrations of application of the Remuneration Policy
The charts opposite illustrate how much the current Executive
Directors could earn under three different performance scenarios
for 2015: ‘Threshold’, ‘On-target performance’ and ‘Maximum’ –
based on the assumptions below:
Group Chief Executive
‘Maximum’
11%
‘On-target’
‘Threshold’
22%
70%
68%
100%
19%
10%
£2.87m
£1.44m
£0.32m
Fixed pay
Bonus
Long-term reward
Group Chief Financial Officer
‘Maximum’
‘On-target’
‘Threshold’
24%
12%
71%
100%
68%
17%
8%
£2.11m
£1.08m
£0.26m
Fixed pay
Bonus
Long-term reward
Element in the above chart
Fixed Pay
Component
Base salary
‘Threshold’
‘On-target’
‘Maximum’
2015 annual base salary
Pension
Benefits
14% of salary for the Group Chief Executive;
18% of salary for the Group Chief Financial Officer
Annual taxable value of benefits provided in 2014
Annual reward
Annual performance
related profit share
0% of
maximum award
49% of
maximum award
Long-term reward
Performance Share Plan
0% of
maximum award
25% of
maximum award
Group Chief Executive –
£2,000,000
Group Chief Financial
Officer – £1,500,000
Group Chief Executive
– £550,000
Group Chief Financial
Officer – £350,000
Other assumptions
– A constant share price has been used.
– Excludes additional shares representing the value of dividends declared during the vesting period which may attach to
the deferred element of any annual performance related profit share award or Performance Share Plan award at vesting.
– Assumes that no awards are made under tax advantaged all-employee share plans.
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Savills plc Report and Accounts 2014
Remuneration policy for Non-Executive Directors
Approach to fees
Operation
Other items
Fees for the Chairman and other Non-Executive
Directors are set at an appropriate level taking into
consideration individual roles and responsibilities,
the time commitment required and external
market practice.
Fees are reviewed annually.
Basic fees for membership of the Board are
subject to the maximum payable to Non-Executive
Directors (excluding the Non-Executive Chairman)
as stated in the Company’s Articles of Association.
Fees payable to the Non-Executive Directors are
determined by the Non-Executive Chairman and
the Executive Directors.
Non-Executive Directors are not entitled to
participate in any of the Group’s incentive
arrangements or share schemes.
Fees payable to the Chairman are determined
by the Remuneration Committee (excluding
the Non-Executive Chairman).
Non-Executive Directors do not currently receive
any taxable benefits (however, they are covered
by Directors’ and Officers’ liability insurance).
The Non-Executive Director fee policy is to pay:
– a basic fee for membership of the Board; and
– Committee chairmanship and Senior
Independent Director fees to reflect the
additional responsibilities and time
commitment of the roles.
Expenses incurred in the performance of
Non-Executive duties for the Company may be
reimbursed or paid for directly by the Company,
including any tax due on the benefits.
Additional benefits may be provided in the future
if the Board considered this appropriate.
The Chairman receives an all-inclusive fee
for the role.
Additional fees for membership of a Committee
or chairmanship or membership of subsidiary
boards or other fixed fees may be introduced
if considered appropriate.
Approach to remuneration on recruitment
In the event that the Board appointed a new Executive Director, in
determining his or her new remuneration package the Committee
would take into consideration all relevant factors including the
calibre, skills and experience of the individual and the market
from which they are recruited. In determining the remuneration
package the Committee remains mindful of the need to avoid
paying more than is necessary on recruitment.
‘Buy outs’
To facilitate the recruitment of a new Executive Director, the
Committee may make awards to ‘buy out’ remuneration forfeited
on leaving the previous employer. In doing so the Committee
would take into account all relevant factors including the form
of awards, the vesting conditions attached to the awards and
any performance conditions. The overriding principle will be that
any replacement ‘buy out’ awards will be of up to a comparable
commercial value of the awards that have been forfeited.
The Committee may make use of LR 9.4.2 of the Listing
Rules for the purpose of buy outs only.
Fixed remuneration
The remuneration policy for current Executive Directors reflects
the Group’s overall philosophy of paying below market median
salaries and a greater emphasis on performance related
elements. However, the Committee is mindful of the need to
retain flexibility for the purpose of recruitment, taking into
account the range of potential circumstances which might
give rise to the need to recruit a new Executive Director.
Against that background the policy for the fixed element
of reward for a new Executive Director allows:
–
the salary for a new appointment to be set in line with
market levels rather than below market levels; or
– provision of a salary supplement for a period of time as an
Executive Director transitions to a lower fixed pay over time.
Where an Executive Director is located in a different international
jurisdiction benefits may reflect market practice in that jurisdiction.
New recruits would normally participate in defined contribution
arrangements or take a non-pensionable salary supplement.
The level of contribution would be determined at the time of
appointment and may be set at a higher level than the current
policy. This might arise, for example, where a newly appointed
Executive Director is recruited on a significantly lower salary than
in their previous position taking into account the structure of
remuneration at Savills. For international appointments, the
Committee may determine that alternative pension provisions
will operate, and when determining arrangements the Committee
will give regard to the cost of the arrangements, market practice
in the relevant international jurisdiction and the pension
arrangements received elsewhere in the Group.
Variable remuneration
The variable remuneration (annual performance related profit
share and Performance Share Plan awards) for a new recruit
would be consistent with the approved Remuneration Policy
in the table above (excluding buy outs).
In the case of an employee who is promoted to the position of
Executive Director (including if an Executive Director is appointed
following an acquisition or merger), it is the Company’s policy to
honour pre-existing awards and contractual commitments.
Non‑Executive Directors
In the event of the appointment of a new Non-Executive Director,
remuneration arrangements will normally be in line with those
detailed in the relevant table above.
Interim appointments
In the event that an interim appointment is made to fill an
Executive Director role on a short-term basis or a Non-Executive
Director taking on an executive function on a short-term basis
then an additional fee or salary supplement may be provided.
Savills plc Report and Accounts 2014
57
Overview | Strategy | Performance | Governance | Financial statements Directors’ Remuneration Report
continued
Director service contracts and termination policy
When determining the leaving arrangements for an Executive Director, the Committee takes into account any pre-established
agreements including the provision of any incentives plans, typical market practice, the performance and conduct of the individual
and the commercial justification for any payments.
The following summarises our policy in relation to Executive Director service contracts and payments in the event of a loss of office:
Notice periods
Contract dates
Expiry dates
Elements of
remuneration
Termination payments
and treatment of the
annual performance
related profit share
Treatment of
share incentives
Other awards
12 months’ notice by either the Company or the Executive Director.
For new appointments the Committee reserves the right to increase the period of notice required from the Company
in the first year of employment to up to 24 months, decreasing on a monthly basis to 12 months on the first anniversary
of employment.
–
Jeremy Helsby – 1 May 1999
– Simon Shaw – 16 March 2009
Contracts are rolling service contracts with no expiry date.
Executive Directors’ service contracts contain provisions relating to base salary, pension, private medical insurance, car
allowance (or the provision of a Company car) and confirm their eligibility to participate (although not necessarily receive
any award) in the Company’s annual performance related profit share arrangements, the Performance Share Plan and
other employee share schemes.
If an Executive Director’s employment is to be terminated, the Committee’s policy in respect of the contract of
employment, in the absence of a breach of the Service Agreement by the Director, is to agree a termination payment
based on the value of base salary and contractual benefits and pension entitlements in their notice period and, provided
they are classified as ‘good leavers’ as defined in their Service Agreements (which expression does not include dismissal
due to poor performance) a pro-rata annual performance related profit share. The policy is that, as is considered
appropriate at the time, the departing Executive Director may work, or be placed on garden leave, for all or part of his/her
notice period, or receive a payment in lieu of notice in accordance with the Service Agreement. The Committee will
consider mitigation to reduce the termination payment to a leaving Director when appropriate to do so, having regard to
the circumstances. No performance related profit share element would be paid in respect of notice periods not worked.
In addition, where the Director may be entitled to pursue a claim against the Company in respect of his/her statutory
employment rights or any other claim arising from the employment or its termination, the Company will be entitled to
negotiate settlement terms (financial or otherwise) with the Director that the Committee considers to be reasonable in all
the circumstances and in the best interests of the Company and to enter into a Settlement Agreement with the Director to
effect both the terms agreed under the Service Agreement and any additional statutory or other claims, and to record any
agreement in relation to any annual performance related profit share award, in line with the policies described above and/
or, as below, share awards.
Deferred share awards
Deferred share awards made under the annual performance related profit share scheme are subject to forfeiture
if the award holder leaves service prior to the vesting date other than in defined ‘good leaver’ situations. Good leaver
circumstances are death, ill-health, injury or disability, redundancy, retirement, the employing company being sold
or transferred outside of the Group, or any other reason at the discretion of the Committee.
For good leavers, any outstanding deferred share award will normally vest on the date of cessation. Where a good leaver
circumstance is at the Committee’s discretion rather than a prescribed circumstance, vesting may be on such date and
such terms as it may determine.
Performance Share Plan
In the event that a participant is a ‘good leaver’ any outstanding unvested Performance Share Plan awards will normally
be pro-rated for time in service during the relevant performance period and will vest based on performance to the end of
the performance period. In particular circumstances (e.g. death), the Committee has the power to vary these provisions,
including to allow for early vesting. For all other leavers, outstanding unvested awards lapse. Good leaver circumstances
are leaving due to death, injury, ill-health, disability, redundancy, or any other reason at the discretion of the Committee
(for example, retirement).
If an award has been granted as an option and a participant ceases to work for the Group after the option has become
exercisable, he/she will normally be permitted to exercise outstanding options within a period of six months following
the end of the performance period or cessation of employment where this is after the end of the performance period
(as appropriate). In the event of the death of a participant the personal representatives will be able to exercise an option
in accordance with the Performance Share Plan rules.
All-employee share plans
Awards vest in accordance with their terms, under which ‘good leavers’ are entitled to receive shares on or shortly after
cessation, but other leavers normally forfeit any awards.
Where an award is made for the purpose of recruitment (for example a buy out award under LR 9.4.2) then the leaver
provisions would be determined at the time of award having regard to the circumstances of the recruitment, the terms
of awards being bought out and the principles for leavers in the current policy.
Other information
Executive Directors are subject to post employment restrictive covenants for a period of six months post cessation.
The Company may also meet ancillary costs, such as outplacement consultancy and/or reasonable legal costs, if the
Company terminates an Executive Director’s service contract.
58
Savills plc Report and Accounts 2014
Non-Executive Directors
Non-Executive Directors and the Chairman have letters of appointment setting out their duties and the time commitment
expected. Non-Executive Directors are initially appointed for a period of three years. These appointments may be renewed for
subsequent terms. In line with the UK Corporate Governance Code 2014, all Directors are subject to annual re-election at the
AGM. The Chairman’s letter of engagement allows for six months’ notice. Appointments of other Non-Executive Directors may be
terminated by either party with three months’ notice. The Company reserves the right to make a cash payment in lieu of notice.
The following table sets out the date each Non-Executive Director was appointed to the Board and the end date of the current
letter of appointment.
Non-Executive
Peter Smith
Martin Angle
Tim Freshwater
Liz Hewitt
Charles McVeigh
Date appointed to Board
End date of current letter of appointment
24 May 2004
2 January 2007
1 January 2012
24 June 2014
1 August 2000
24 May 2016
2 January 2016
31 December 2017
24 June 2017
1 August 2015
Consideration of conditions elsewhere in the Group
In making remuneration decisions, the Committee considers the pay and employment conditions elsewhere in the Group. As part of
decisions being made on the annual pay review, the Committee is informed about the approach to salary increase and the outcome
of profit share (and other incentive arrangements such as fee earner commission schemes) across the Group. The Committee is also
provided with comparative metrics on total employment costs across the Group as a percentage of revenue.
The Company operates a consistent remuneration philosophy across the Group. In this context the Committee does not consider
it necessary to consult with employees in the Group on the specific remuneration policy for Executive Directors.
Consideration of shareholder views
The Committee takes into account the views of the Group’s shareholders and investor bodies. The Board and the Committee
(through its Chairman) has open and regular dialogue with our major shareholders on remuneration matters, including consulting
with major shareholders where the Committee is considering making material changes to the remuneration policy.
Savills plc Report and Accounts 2014
59
Overview | Strategy | Performance | Governance | Financial statements Directors’ Remuneration Report
continued
Annual Report on Remuneration
Total remuneration for 2014
Set out below are details of Executive Director remuneration for 2014.
Executive Directors’ ‘single figure’ for the financial year ended 31 December 2014 and as a comparison for the financial year
ended 31 December 2013 (audited).
Salary
Benefits(1)
Pension: contribution
Pension: defined benefit deferred pension(3)
Annual profit share – cash(2)
Annual profit share – deferred shares(2)
Near term remuneration
Jeremy Helsby
Simon Shaw
2014
£
2013
£
2014
£
225,000
11,066
45,000
15,603
1,340,000
600,000
2,236,669
225,000
10,782
45,000
18,428
1,199,422
462,115
1,960,747
175,000
11,216
31,500
−
1,016,000
444,000
1,677,716
2013
£
175,000
11,216
31,500
−
916,589
346,409
1,480,714
The aggregate near term remuneration paid to the Executive Directors in the year ended 31 December 2014 was £3.9m (2013: £3.4m).
Notes:
1.
2. The 2014 and 2013 figures exclude any charity/pension waiver. For 2014, Jeremy Helsby waived £60,000 (2013: £50,000) and Simon Shaw waived £40,000
Benefits comprise private medical insurance and car allowance.
(2013: £20,000) in favour of contributions to registered charities.
3. The cost reflects the annual uplift in the defined benefit pension, which applies to all deferred pensions under the defined benefit pension plan.
4. For 2014 the notional value of the Performance Share Plan award with a performance period which ended on 31 December 2014 (i.e. where the award will vest in
April 2015) has been valued based on the number of shares that will vest and the three month average share price for the period to 31 December 2014 (630.2 pence
per share). For 2013 the value shown has been to reflect the actual market value of the shares at the date of vesting which was 623.75p per share of the
Performance Share Plan award. This value was unknown at the date of the 2013 Annual Report and Accounts, which is now known as 623.75p per share. The
estimates provided for long-term share based reward in last year’s report in respect of 2013 were: Jeremy Helsby £612,462 and Simon Shaw £382,789. In each
case the notional and actual value has been split between the relevant value on the date of the original award of the relevant shares (the Performance Share Plan
– performance element) and subsequent increase in value (Performance Share Plan – share price appreciation).
Gain on long-term share based awards
Performance Share Plan-performance element(4)
Performance Share Plan-share appreciation element(4)
Long-term share based reward (non cash)(4)
Total i.e. ‘Single Figure’
Jeremy Helsby
Simon Shaw
2014
£
Notional
2013
£
Actual
2014
£
Notional
2013
£
Actual
450,000
349,068
799,068
3,035,737
450,000
219,490
669,490
2,630,237
250,000
193,925
443,925
2,121,641
250,000
168,418
418,418
1,899,132
The information in this table has been audited by the Auditor, PricewaterhouseCoopers LLP.
Performance-related remuneration for 2014
Annual performance‑related profit share
Reflecting the Group’s excellent performance in 2014, profit share awards of 100% of maximum potential were earned by the
Executive Directors (compared to approximately 86% in respect of 2013). For Jeremy Helsby, one third of the award was deferred
for a further three year period in the form of Savills shares, of which Jeremy Helsby elected to waive £60,000 to charity. For Simon
Shaw, 30% of the award was deferred for a further three years in the form of Savills shares. Simon Shaw elected to waive £40,000
of his award to charity.
The following near-term performance measures applied to the 2014 annual performance-related profit share arrangements:
70% of the award was based on profit performance, defined as underlying profit performance. The target range and Savills
performance were as follows:
First hurdle
(20% of element)
£78m
Maximum target
(100% of element)
£98m
Savills performance
£100.5m
Bonus award
(% of element)
100%
60
Savills plc Report and Accounts 2014
There are pre-defined hurdles between the first hurdle and maximum rather than straight-line vesting.
The remaining 30% of performance profit share awards was based on individual performance against key strategic and
operational objectives.
the completion of the acquisition and successful integration of Savills Studley;
Jeremy Helsby’s key achievements in the year included:
–
– delivering the further targeted improvement in the Group’s overall margin;
– progressing the expansion of the Group’s geographic footprint in Asia and progressing the further expansion of the
Cordea Savills investment platform; and
– broadening and strengthening the Group’s service line offerings in all markets.
Simon Shaw’s key achievements in the year included:
negotiating the acquisition of Savills Studley;
–
identifying opportunities to increase the scale of Cordea Savills and, where agreed by the Board, delivering such opportunities;
–
ensuring that the Group maintained a strong control environment; and
–
continuing to develop the Group’s investor relations programme.
–
Long‑term incentives
The Performance Share Plan award granted in 2012 will vest in April 2015, subject to performance in the three years to
31 December 2014. Following an assessment of Savills performance against targets set at grant, the Committee determined
that 100% of the award should vest. The targets and Savills performance were as follows:
Weighting
50%
50%
Relative TSR
versus FTSE Mid 250
index (excluding
investment trusts)
EPS growth
Total
Threshold target
(25% vesting)
Equal to index
Maximum target
100% vesting
Outperform index by
8% p.a. compound
Savills performance
Vesting (% of maximum)
Exceeded target
100%
RPI plus 3% p.a.
compound
RPI plus 8% p.a.
compound
Exceeded target
100%
100%
Non-Executive Directors fees (audited)
The Non-Executive Director fees for 2014 were as follows:
Basic Fee
Additional fees
Senior Independent Director
Remuneration Committee Chairman
Audit Committee Chairman
2014 Total
2013 Total
Peter Smith
(Chairman)(1)
Martin Angle(2)
Freshwater(2)
24 June 2014)
Tim
Liz Hewitt
(appointed
Clare
Hollingsworth(2)
(retired
12 May 2014)
Charles
McVeigh(2)
£157,500
£47,500
£47,500
£25,000
£16,364
£47,500
£5,000
£10,000
£62,500
£60,000
£157,500
£150,000
£4,773
£2,727
£52,273
£45,000
£25,000
–
£19,091
£52,500
£47,500
£45,000
Notes:
1 The Chairman’s fee increased from £150,000 to £165,000 p.a. effective 1 July 2014.
2
The annual base fee for Non-Executive Directors was increased from £45,000 to £50,000 p.a. effective 1 July 2014. There were no changes to the fees for acting
as a chairman of a committee (Audit Committee – £10,000 and Remuneration Committee – £7,500) or as the Senior Independent Director – (£5,000).
The fees payable to the Non-Executive Directors are determined by the Non-Executive Chairman and the Executive Directors
after considering external market research and individual roles and responsibilities. The fees for the Non-Executive Chairman
are determined by the Remuneration Committee (excluding the Non-Executive Chairman).
There will be no increases to the Non-Executive Director fee levels in 2015.
The Non-Executive Directors do not participate in incentive arrangements or share schemes.
The information in this table has been audited by the Auditor, PricewaterhouseCoopers LLP.
Savills plc Report and Accounts 2014
61
Overview | Strategy | Performance | Governance | Financial statements Directors’ Remuneration Report
continued
Operation of policy in 2015
Base salary
As set out in the Remuneration Committee Chairman’s letter, the Committee reviewed the base salaries of the Executive Directors
during the course of 2014. During its review, the Committee was mindful of the Group’s philosophy to place greater emphasis on
variable, performance related remuneration, whilst recognising that base salaries for the Executive Directors had not been increased
for at least the past five years, while the size and complexity of the business has grown significantly:
–
–
–
–
a more than 100% increase in the market capitalisation of the Group from c.£422m to c.£917m as at the end of December 2014;
revenues in the five years having almost doubled from c.£560.7m to, in 2014, £1,078.2m, accompanied by strong growth in
underlying Profit Before Tax from £25.2m to, in 2014, £100.5m;
the employee base of the Group increasing from c.20,000 employees to c.27,000 employees as at December 2014; and
the Group having made very strong progress in delivering its strategic objectives, in particular in terms of extending its
geographic footprint (which now includes the USA) and service line offering.
Taking into account the above and the cumulative increase in base salaries of senior Directors in the UK business over the five-year
period the Committee agreed that it would be appropriate to increase the base salaries for the Executive Directors with effect from
1 March 2015 as follows:
– Group Chief Executive to £275,000 per annum (from £225,000 per annum); and
– Group Chief Financial Officer to £210,000 per annum (from £175,000 per annum).
Following the increases, in line with our policy, the base salaries for the Executive Directors will continue to be positioned
significantly below market median against the FTSE 250.
Variable remuneration
For the profit share, the target weighting will be 70% in relation to the Group’s annual profit performance and 30% in relation
to delivery against a mix of strategic and operational objectives. The Committee will keep the weighting of reward for delivery
of corporate and strategic/operational objectives under review for future years.
The Committee considers prospective disclosure of profit share targets to be commercially sensitive and disclosure will therefore
be on a retrospective basis.
The remuneration policy is for maximum awards of 200% of salary. The awards for 2015 will be:
– £550,000 for the Group Chief Executive; and
– £350,000 for the Group Financial Officer.
As with the 2014 awards, the EPS targets for 50% of the award will be as follows:
– 25% (i.e. threshold) of the element to vest if the Company’s EPS growth is RPI plus 3% p.a. compound;
– 100% (i.e. the maximum) of the element to vest if the Company’s EPS growth is RPI plus 10% p.a. compound or more.
Straight-line vesting between the two points.
The other 50% of the award will be subject to relative TSR performance versus the FTSE Mid 250 index (excluding investment trusts).
25% of the element will vest for equalling the index, with 100% vesting for outperforming the index by 8% p.a. compound or more.
Straight-line vesting will apply between these points.
Clawback and malus
Following the publication of the 2014 UK Corporate Governance Code, the Committee determined that clawback and malus
provisions should be extended across the cash and the share elements of the annual performance-related profit share and also
to the Performance Share Plan.
The Committee also reviewed the circumstances in which malus and clawback could apply and determined that it would be
appropriate to extend the established malus and clawback provisions so that they encompass the following: a material misstatement
of the Group’s financial results; serious misconduct by the individual; and a factual error in calculating an award or vesting. The malus
provision has also been extended to include other exceptional developments which have an actual or potential material adverse effect
on the value or reputation of the Group as determined by the Committee.
Clawback will apply for a two-year period post the vesting of awards. In the event of a regulatory or criminal enquiry ongoing at that
point, the clawback period will be extended to a six-month period post the conclusion of such an event.
62
Savills plc Report and Accounts 2014
Relative spend on pay
To provide context and outline how remuneration for Executive Directors compares with other disbursements, such as dividends
and general employment costs. The table below illustrates general employment costs, Executive Director reward, tax charges and
dividend payments to shareholders in 2014 and 2013.
Employment costs
Underlying profit before tax
Dividend payment to shareholders
Executive Director remuneration
Tax
2014
£m
695.3
100.5
29.8
3.9
80.8
2013
£m
567.0
75.2
24.5
3.4
72.2
%
increase
23%
34%
22%
15%
12%
– Employment costs (excluding arrangements for Executive Directors) comprise basic salaries, profit share and commissions,
social security costs, other pension costs and share-based payments.
– Tax charge comprises corporation tax, social security and business rates and equivalent payments.
– The dividend cost stated for 2014 comprises the cost of the final dividend recommended by the Board (amounting to £9.4m),
payment of which is subject to shareholder approval at the Company’s AGM scheduled to be held on 13 May 2015, and the
cost of the supplemental dividend (£15.5m) declared by the Board on 18 March 2015 (payable to shareholders on the Register
of Members as at 17 April 2015) and the interim dividend (£4.9m) paid on 13 October 2014 and is based on the number of
shares in issue as at 31 December 2014.
– Executive Director remuneration comprises the remuneration paid to the Group Chief Executive and Group Chief Financial Officer
role holders.
Total shareholder return and Group Chief Executive remuneration
The total shareholder return delivered by the Company over the last six years is shown in the chart below. Over this period the
Company has delivered total shareholder return of 24% per annum (FTSE 250 (excluding investment trusts): 21% per annum; FTSE
350 Super Sector Real Estate: 13% per annum). Savills was ranked 66th by TSR performance in the FTSE 250 (excluding investment
trusts) and ranked fifth by performance in the FTSE 350 Super Sector Real Estate over the six years to 31 December 2014.
Total Shareholder Return (‘TSR’) (rebased)
6 years to 31 December 2014
400
350
300
250
200
150
100
50
0
9
0
-
n
a
J
9
0
-
r
p
A
9
0
-
u
J
l
9
0
-
t
c
O
0
1
-
n
a
J
0
1
-
r
p
A
0
1
-
u
J
l
0
1
-
t
c
O
1
1
-
n
a
J
1
1
-
r
p
A
1
1
-
u
J
l
1
1
-
t
c
O
2
1
-
n
a
J
2
1
-
r
p
A
2
1
-
u
J
l
2
1
-
t
c
O
3
1
-
n
a
J
3
1
-
r
p
A
3
1
-
u
J
l
3
1
-
t
c
O
4
1
-
n
a
J
4
1
-
r
p
A
4
1
-
u
J
l
4
1
-
t
c
O
4
1
-
c
e
D
Savills
FTSE 250 (excluding investments trusts)
FTSE 350 Super Sector Real Estate
The Board believes that the FTSE 250 (excluding investment trusts) remains the most appropriate index against which to compare
TSR over the medium term as it is an index of companies of similar size to Savills. Savills TSR relative to that of the FTSE 350
Super Sector Real Estate Index is also shown, as this index better reflects conditions in real estate markets over recent years.
Savills plc Report and Accounts 2014
63
Overview | Strategy | Performance | Governance | Financial statements Directors’ Remuneration Report
continued
Pay for performance
Year
2014
2013
2012
2011
2010
2009
Total
Single Figure
Remuneration
£’000
3,035
2,630
1,786
1,268
1,178
771
Underlying
Profit Before
Tax
£m
100.5
75.2
58.6
50.4
47.3
25.2
Underlying
Profit Before
Tax
% change
Annual Variable element:
Performance Profit Share – award
against maximum potential
%
Long-term
Incentive fully vested
(maximum potential of award)
100%
+34
+28
+16
+7
+88
-24
100
86
65
49
45
27
100
100
100
0
n/a
0
As shown in the table above, the Group Chief Executive’s total remuneration increased 15.4% year on year. Total remuneration in
2012, 2013 and 2014 includes, as required, the notional value of Performance Share Plan awards and executive share options which
vested (but were not exercised) in those years. The awards granted in 2006 and 2008 lapsed in 2009 and 2011 respectively. The
Group Chief Executive’s base salary was unchanged in 2014 (as it was in 2013), which compares to an overall salary increase across
UK Group employees of 1.5% for the 2014 financial year.
Group Chief Executive pay increase in relation to all UK employees
Group Chief Executive
All UK employees
Percentage change in remuneration
from 31/12/2013 to 31/12/2014
Percentage
change in
base salary %
Percentage
change in
benefits %
0.0%
1.5%
2.6%
2.5%
Percentage
change in
profit share
award %
16.8%
9.8%
Note: Salary, benefits and bonus is compared against full-time equivalent UK employees. The UK workforce was chosen as a suitable comparator group as Jeremy
Helsby is based in the UK (notwithstanding his global role and responsibilities) and is in line with policy benefits which vary across the Group by reference to local market
conditions and practice. Audited information.
Pensions disclosure
During 2014, the Group Chief Executive received a non-pensionable salary supplement equal to 20% of pensionable earnings.
From March 2015 this reduced to 14% per annum. For the Group Chief Financial Officer, the Company contributes 18% per annum
of pensionable earnings to his personal pension plan.
The Group Chief Executive no longer accrues a pension benefit under the Savills Pension Plan (the ‘Plan’). The value of the legacy
benefit is shown below.
Executive Director
Jeremy Helsby
Defined
benefit pension
accrued at
31 December
2014
Defined
benefit pension
accrued at
31 December
2013
Defined benefit
pensions value
for 2014
remuneration
table
Defined benefit
pensions value
for 2013
remuneration
table
58,945
56,636
15,603
18,428
Notes
1.
The accrued pension entitlement shown is that which would have been paid annually by the Plan, from the Plan’s Normal Retirement Age of 60 based on
pensionable service in the Plan.
2. Pensionable service ceased at 31 March 2010 for all members of the Plan. Jeremy Helsby became a deferred pensioner at 30 April 2010 and benefits now
increase in the period to payment in line with the revaluation rules that apply to all members of the Plan. There are no additional benefits payable on early retirement.
3. These figures do not allow for benefits and contributions in respect of the defined contribution scheme.
4. The valuation of the increase in the defined benefit pension over the year has been determined in accordance with the prescribed methodology for
remuneration reporting.
64
Savills plc Report and Accounts 2014
Share interests
Details of shares in the Company which the Directors beneficially held or had a beneficial interest in as at 31 December 2014 are
shown below:
Executive Directors
Jeremy Helsby
Simon Shaw
Number of
shares
(including
beneficially held
under the SIP)
Performance
conditions
satisfied:
award yet to
be exercised
(ESOS)
Unvested
shares
subject to
performance
conditions
(PSP)
604,849
100,869
114,386
186,267
201,796
112,108
Deferred
share
bonus plan
awards
(vesting not
subject to
performance
conditions)
(DSBP)
173,695
125,295
Extent to
which
shareholding
guideline met
403%
96%*
*
Subsequent to the year end, Simon Shaw has exercised his remaining ESOS awards and as at 18 March 2015 beneficially held or had a beneficial interest in
155,471 shares, so meeting the shareholding requirement.
The Company applies shareholding requirements of 150,000 shares for the Group Chief Executive and 105,000 shares for the
Group Chief Financial Officer. New Executive Directors are expected to build holdings to these levels over time, principally through
the retention of shares released to them (after settling any tax due) following the vesting of share awards. As required by the UK
Corporate Governance Code 2014, the Committee has given consideration as to whether the Executive Directors should be required
to hold a minimum number of shares and to hold shares for a further period after the vesting or exercise of awards, including for a
period after leaving the Company. The Company has a long established shareholding requirement for the Executive Directors and
Group Executive Board members which the Committee considers remains appropriate; at the current time, particularly taking into
account that the Executive Directors and Group Executive Board Members have very significant shareholdings in the Company.
Non-Executive Directors
Martin Angle
Tim Freshwater
Liz Hewitt
Charles McVeigh
Peter Smith
At 31
December
2014
–
–
3,400
–
20,000
As at 18 March 2015, no Director had bought or sold shares since 31 December 2014, with the exception of Simon Shaw who
retained 54,547 shares following an exercise of ESOS options over 186,267 shares on 8 January 2015 and, as a participant in the
SIP, has acquired 55 shares through the SIP since 31 December 2014. As at 18 March 2015 Simon Shaw holds 155,471 shares.
The Sharesave Scheme
No Directors hold outstanding options under the Sharesave Scheme and no options were exercised during the year.
Scheme interests granted in 2014
The following table sets out details of awards made under the Performance Share Plan in 2014.
Jeremy Helsby
Nil-cost options
£450,000
Type of award
Basis of award
(face value)
Performance
period
% vesting for
threshold
performance
% vesting for
maximum
performance
1 January 2014 to
31 December 2016
25%
100%
Performance
criteria
– 50% of award
Earnings per share growth
– 50% of award
Relative total
shareholder return
against the FTSE 250
(excluding investment trusts)
Simon Shaw
Nil-cost options
£250,000
Awards were also made during the year under the Deferred Share Bonus Plan. Details of awards under this plan are set out on
page 67. The face value of awards under the Deferred Share Bonus Plan is based on the share price used to determine the number
of shares for the vast majority of the participants.
Savills plc Report and Accounts 2014
65
Overview | Strategy | Performance | Governance | Financial statements
Directors’ Remuneration Report
continued
The Performance Share Plan (‘PSP’)
Number of shares
Directors
Jeremy Helsby
Simon Shaw
At 31
December
2013
97,016
118,343
8,453
–
60,635
70,442
–
Awarded
during year
Tax advantaged
Approved/
Unapproved
–
– Unapproved
– Unapproved
Tax
advantaged
75,000 Unapproved
– Unapproved
– Unapproved
41,666 Unapproved
Vested
during
year
97,016
–
–
–
60,635
–
–
At 31
December
2014
–
118,343
8,453
75,000
–
70,442
41,666
Closing
mid-market
price of a
share the
day before
grant
Market value
at date of
vesting
First
vesting
date
412.3p 623.75p 27.05.14
17.04.15
354.9p
–
17.04.15
–
354.9p
600.0p
– 12.08.17
412.3p 623.75p 27.05.14
–
354.9p
17.04.15
– 12.08.17
600.0p
Awards over 157,651 shares and 16,763 shares in lieu of dividends vested under the PSP to Executive Directors during the year.
A subscription cost of 2.5p nominal value per share is payable on actual receipt of shares. The total pre-tax gain on awards vested
during the year was £1,083,547.
The Executive Share Option Scheme (2001) (‘ESOS’)
The ESOS reached the end of its 10-year agreed life span in May 2011, although options granted up to and including May 2011
continue to be exercisable in the normal fashion, having satisfied performance criteria attaching to them.
Number of shares
Directors
Jeremy Helsby
Simon Shaw
At 31
December
2013
114,386
10,389
114,286
61,592
Granted
during year
HMRC
Approved/
Unapproved
Exercised
during year
Lapsed
during year
At 31
December
2014
Market price
on date of
exercise
Exercise
price
per share
Date
normally first
exercisable
Expiry date
– Unapproved
–
Approved
– Unapproved
– Unapproved
–
–
–
–
–
–
–
–
114,386
10,389
114,286
61,592
– 340.95p 19.04.13 19.04.20
17.04.19
– 288.75p 17.04.12
– 288.75p 17.04.12
17.04.19
– 340.95p 19.04.13 19.04.20
No options granted under the ESOS were exercised by Directors during the year.
66
Savills plc Report and Accounts 2014
The Deferred Share Bonus Plan (‘DSBP’)
Number of shares
Directors
Jeremy Helsby
Simon Shaw
At
At
31 December
2013
Awarded
during year
Vested
during year
31 December
2014
76,238
48,100
54,828
–
63,986
32,676
39,571
–
–
–
–
70,767
–
–
53,048
76,238
–
–
–
63,986
–
–
–
–
48,100
54,828
70,767
–
32,676
39,571
53,048
Closing
mid-market
price of a
Savills plc
share the day
before grant
363.2p
350.6p
549.5p
653.0p
363.2p
350.6p
549.5p
653.0p
Market value
at date of
exercising
Normal
vesting date
624.25p
–
–
–
624.25p
–
–
–
30.03.14
19.04.15
26.06.16
13.05.17
30.03.14
19.04.15
26.06.16
13.05.17
Under the DSBP awards over 140,224 shares and 9,156 shares in lieu of dividends vested to Executive Directors during the year.
The total pre-tax gain on awards vested during the year was £932,505. No DSBP awards lapsed.
During the year, the aggregate gain on the exercise of share options and shares vested was £2,016,052. The mid-market closing
price of the shares at 31 December 2014 was 680p and the range during the year was 571.5p to 680.0p.
Exit payments
No Executive Directors left the Company during the year ended 31 December 2014. No payments for compensation for loss of
office were paid to, or receivable by, any Director for that or any earlier year.
External directorships
Savills recognises that its Executive Directors may be invited to become non-executive directors of other companies. Such
non-executive duties can broaden experience and knowledge which can benefit Savills. Subject to approval by the Board and
any conditions that it might impose, the Executive Directors and Group Executive Board members are allowed to accept external
non-executive directorships and retain the fees received, provided that these appointments are not likely to lead to conflicts of
interest. For non-executive directorships which are considered to arise by virtue of an Executive Director’s or Group Executive
Board member’s position within Savills, the fees are paid directly to Savills.
During 2014, Simon Shaw received a fee of £30,000 in relation to his continuing appointment as Non-Executive Chairman of
Synairgen plc which he was permitted to keep.
Shareholder votes on remuneration matters
The table below shows the voting outcome for the Remuneration Policy and the 2013 Annual Remuneration Report at the AGM
held on 12 May 2014.
Annual Remuneration Policy
2013 Annual Directors’ Remuneration Report
91,230,892
94,307,024
99.68% 290,799
99.63% 351,614
0.32% 91,521,691 3,672,289
535,242
0.37% 94,658,638
* A vote withheld is not a vote in law.
Number
of votes
‘For’ and
discretionary
% of
votes
cast
Number
of votes
‘Against’
% of
votes
cast
Total
number of
votes cast
Number
of votes
‘Withheld*’
Savills plc Report and Accounts 2014
67
Overview | Strategy | Performance | Governance | Financial statements Directors’ Report
In accordance with the UK Financial Conduct Authority’s Listing
Rules (LR 9.8.4C), the information to be included in the Annual
report and accounts, where applicable, under LR 9.8.4, is set
out in this Directors’ Report or can be found in other sections of
the Annual Report and Accounts as detailed in the table below.
Details of any arrangement under which a shareholder has
agreed to waive any dividends
69
Operations
The Company and its subsidiaries (together the ‘Group’) operate
through a network of offices and associates throughout the Americas,
the UK, Continental Europe, Asia Pacific, Africa and the Middle East.
Results for the year
The results for the Group are set out in the consolidated income
statement on page 76 which shows a reported profit for the
financial year attributable to the shareholders of the Company
of £62.1m (2013: £50.8m).
Dividend
An interim dividend of 3.75p per ordinary share amounting to
£4.89m (2013: £4.5m) was paid on 13 October 2014. It is
recommended that a final dividend of 7.25p per ordinary share
(amounting to £9.4m) is paid, together with a supplemental interim
dividend of 12p per ordinary share (amounting to £15.5m) to be
declared by the Board on 18 March 2015, on 18 May 2015 to
shareholders on the register at 17 April 2015. More details of the
proposed dividend and the Company’s performance can be found
in the Chairman’s statement on pages 2 and 3.
Principal developments
The development of the business is detailed in the Strategic Report
on pages 2 to 27 and incorporated into this report by reference.
The principal risks and uncertainties are detailed on pages
23 to 26 and incorporated into this report by reference.
Directors
Short biographical details of the current Directors are shown on
page 40. All the Board members served throughout the year.
The Board comprises the Non-Executive Chairman, two Executive
Directors and four Independent Non-Executive Directors.
Clare Hollingsworth retired from the Board at the conclusion of
the AGM on 12 May 2014 following which Tim Freshwater became
the Chairman of the Remuneration Committee. Liz Hewitt was
appointed as an Independent Non-Executive Director with effect
from 24 June 2014.
Interests in the issued share capital of the Company held at the
end of the period under review and up to the date of this Report
by the Directors or their families are set out on page 65 of the
Remuneration Report. Details of share options held by the Directors
pursuant to the Company’s share option schemes are provided
in the Remuneration Report on page 66. It is the Board’s policy
that the GEB Members should retain at least 105,000 shares
(value at 31 December 2014: £714,000) in the Company and that
the Group Chief Executive retains at least 150,000 shares (value
at 31 December 2014: £1.02m) (based on the mid-market share
price of 680p per share on 31 December 2014) at all times.
Directors’ interests in significant contracts
No Directors were materially interested in any contract
of significance.
68
Savills plc Report and Accounts 2014
Statement of Directors’ responsibilities
In accordance with the Code and the Disclosure and Transparency
Rules (‘DTR’) DTR4, the Directors’ Responsibilities Statement is set
out on page 70 and is incorporated into this report by reference.
Corporate Governance Statement
In accordance with the Code and DTR 7.2.9R, the Corporate
Governance Statement on pages 35 to 49 is incorporated into
this report by reference.
Management Report
This Directors’ Report, on pages 68 to 70, together with the
Strategic Report on pages 2 to 27, form the Management
Report for the purposes of DTR 4.1.5R.
Additional Information Disclosure
Pursuant to regulations made under the CA2006 the Company is
required to disclose certain additional information. Those disclosures
not covered elsewhere within this Annual Report are as follows:
Share capital and major shareholdings
The issued share capital of the Company as at 31 December
2014 comprised 134,891,171 2.5p ordinary shares details of
which may be found on page 119.
The Company has only one class of share capital formed of
ordinary shares. All shares forming part of the ordinary share
capital have the same rights and each carries one vote.
Votes may be exercised in person, by proxy or by corporate
representatives (in relation to corporate members). The Articles
provide a deadline for the submission of proxy forms (electronically
or by paper) of not less than 48 hours before the time appointed
for the holding of the meeting or the adjourned meeting.
There are no unusual restrictions on the transfer of ordinary shares.
The Directors may refuse to register a transfer of a certificated
share unless the instrument of transfer is: (i) lodged at the registered
office of the Company or any other place as the Board may decide
accompanied by the certificate for the shares to be transferred and
such other evidence as the Directors may reasonably require to
show the right of the transferor to make the transfer; or (ii) in respect
of only one class of shares.
The Directors may also refuse to register a transfer of a share
(whether certificated or uncertificated), whether fully paid or not,
in favour of more than four persons jointly.
As at 31 December 2014 the Company had been notified of
the following interests in the Company’s ordinary share capital
in accordance with Chapter 5 of the UK Listing Authority’s
Disclosure and Transparency Rules:
Shareholders
Number of shares
%
Standard Life Investments (Holdings) Limited 12,259,686
8,177,923
Old Mutual plc
6,530,863
Artisan Partners Limited
5,404,296
Heronbridge Investment Management LLP
4,227,835
BlackRock, Inc
9.09
6.06
4.84
4.01
3.13
Note: On 25 February 2015, Blackrock, Inc. disclosed a shareholding of 5.01%.
No other changes to the above have been disclosed to the Company in
accordance with DTRS, between 31 December 2014 and 18 March 2015.
As at 31 December 2014, the Savills plc 1992 Employee Benefit
Trust (the ‘EBT’) held 5,562,242 shares. Any voting or other similar
decisions relating to these shares are taken by the trustees of the
EBT, who may take account of any recommendation of the
Company. The EBT waives all but 0.01p per share of its dividend
entitlement. For further details of the EBT please refer to Note 2
to the financial statements.
Purchase of own shares
In accordance with the Listing Rules, at the AGM on 12 May 2014,
shareholders gave authority for a limited purchase of Savills shares
of up to 10% of the issued share capital. During the year, no shares
were purchased under the authority.
The Board proposes to seek shareholder approval at the AGM on
13 May 2015 to renew the Company’s authority to make market
purchases of its own ordinary shares of 2.5p each for cancellation
or to be held in treasury. Details of the proposed resolution are
included in the Notice of AGM circulated to shareholders with this
Annual Report (the ‘AGM Notice’).
Change of control
There are no significant agreements which take effect, alter
or terminate in the event of change of control of the Company
except that under its banking arrangements, a change of
control may trigger an early repayment obligation.
Articles of Association
The Company’s Articles are governed by relevant statutes and
may be amended by special resolution of the shareholders in
a general meeting.
The Company’s rules about the appointment and replacement
of Directors are contained in the Articles. The powers of the
Directors are determined by UK legislation and the Articles in
force from time to time.
Unless determined by ordinary resolution of the Company, the
number of Directors shall be not less than three and not more than
18. A Director is not required to hold any shares in the Company by
way of qualification. However, as more fully described on page 68,
in accordance with Board policy, the members of the GEB (which
includes the Executive Directors) are expected to build up and
maintain a shareholding in the Company. The Board may appoint
any person to be a Director and such Director shall hold office
only until the next AGM when he or she shall then be eligible for
reappointment by the shareholders. The Articles provide that each
Director shall retire from office at the third AGM after the AGM at
which he or she was last elected. A retiring Director shall be eligible
for re-election. However, in accordance with the Code, all Directors
of the Company are subject to annual re-election.
Annual General Meeting
The AGM is to be held at 33 Margaret Street, London W1G 0JD
at 12 noon on 13 May 2015; details are contained in the AGM
Notice circulated to shareholders with this Report.
Half Year Report
Like many other listed public companies, we no longer circulate
printed Half Year reports to shareholders. Rather, Half Year results’
statements are published on the Company’s website. This is
consistent with our target of saving printing and distribution costs.
The Group provides regular updates covering performance,
developments and progress to employees through regular
newsletters, video addresses, the Group’s intranet, and social
media and through formal and informal briefings. These
arrangements also aim at ensuring that all of our staff understand
our strategy and to build knowledge on the part of employees of
matters affecting the performance of the Group. The Group also
consults with employees so as to ascertain their views in relation
to decisions which are likely to affect their interests.
Employees are able to share in the Group’s success through
performance related profit share schemes (see page 55 for more
details) and for UK employees (including Executive Directors), share
plans which include a Sharesave Scheme and a Share Incentive Plan
(‘SIP’). The Sharesave Scheme is an HMRC approved save-as-you-
earn share option scheme which allows participants to purchase
shares out of the proceeds of a linked savings contract at a price set
at the time of option grant. Participants may elect to save up to £500
per month and options may normally be exercised in the six months
following the maturity of the linked three-year savings contract. The
potential for extending the Sharesave Scheme internationally remains
under consideration. The SIP is also HMRC approved and through
which participants may make regular purchases of shares (up to £150
per month which is the current statutory limit) from pre-tax income.
Shares under the SIP normally vest after five years free from income
tax and national insurance contributions.
Human Rights and equal opportunities
We support the principles of the UN Universal Declaration
of Human Rights and the Core Principles of the International
Labour Organization.
It is Group policy to provide employment on an equal basis
irrespective of gender, sexual orientation, marital or civil partner
status, gender reassignment, race, colour, nationality, ethnic or
national origin, religion or belief, disability or age. In particular,
the Group gives full consideration to applications for
employment from disabled persons. Where existing employees
become disabled, it is the Group’s policy wherever practicable
to provide continuing employment and to provide training and
career development and promotion to disabled employees.
Independent Auditors
In accordance with Section 489 of the CA2006, a resolution for
the reappointment of PricewaterhouseCoopers LLP as Auditors
of the Company will be proposed at the forthcoming AGM.
Whistle-blowing
The Group encourages staff to report any concerns which they
feel need to be brought to the attention of management. Whistle-
blowing procedures, which are published on the Group’s intranet
site, are available to staff who are concerned about possible
impropriety, financial or otherwise, and who may wish to ensure
that action is taken without fear or victimisation or reprisal.
Greenhouse Gas Emissions
Details of the Group’s global greenhouse gas emissions for
the financial year under review can be found on page 21 and
is incorporated into this report by reference.
Political contributions
There were no political contributions during the year (2013: £nil).
By order of the Board
Employees’ policies and involvement
The Directors recognise that the quality, commitment and
motivation of Savills staff is a key element in the success of
the Group; see pages 35 to 37 for more information.
Chris Lee
Group Legal Director & Company Secretary
18 March 2015
Savills plc
Registered in England No. 2122174
Savills plc Report and Accounts 2014
69
Overview | Strategy | Performance | Governance | Financial statements Directors’ Responsibilities
Directors’ responsibility statement
The Directors are responsible for preparing the Annual Report,
the Directors’ Remuneration 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 prepared the Company and 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 the Company and the Group and of the profit or loss
of the Company and Group for that period. In preparing these
Financial statements, the Directors are required to:
–
select suitable accounting policies and then apply
them consistently;
– make judgements and accounting estimates that are
–
reasonable and prudent;
state whether applicable IFRSs as adopted by the European
Union have been followed, subject to any material departures
disclosed and explained in the financial statements; and
– prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and the Group and enable
them to ensure that the financial statements and the Directors’
Remuneration report 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 the Group and hence for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are responsible for the maintenance and integrity
of the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The Directors consider that the Annual Report and Accounts,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess
the Company’s position and performance, business model
and strategy.
Each of the Directors, whose names and functions are listed on
page 40 confirms that to the best of his or her knowledge:
–
–
the Group financial statements, which have been prepared in
accordance with IFRSs as adopted by the EU, give a true and
fair view of the assets, liabilities, financial position and profit of
the Group; and
the Strategic Report set out on pages 2 to 27 includes a fair
review of the development and performance of the business
and the position of the Group, together with a description of
the principal risks and uncertainties that it faces.
For the purposes of Section 418 of the Companies Act 2006,
each of the Directors as at the date of the approval of the Annual
Report and Accounts confirms that:
–
–
so far as the Director is aware, there is no relevant audit
information of which the External Auditors is unaware; and
the Director has taken all the steps that he/she ought to have
taken as a Director in order to make himself/herself aware of
any relevant audit information and to establish that the
External Auditors are is aware of that information.
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, they continue to adopt the going concern
basis in preparing the Annual Report and Accounts.
On behalf of the Board
Jeremy Helsby
Group Chief Executive
Chris Lee
Group Legal Director & Company Secretary
Forward-looking statements
Forward-looking statements have been made by the Directors
in good faith using information up until the date on which they
approved the Annual Report and Accounts. Forward-looking
statements should be regarded with caution due to uncertainties
in economic trends and business risks.
18 March 2015
70
Savills plc Report and Accounts 2014
Independent auditors’ report
to the members of Savills plc
Report on the financial statements
Our opinion
In our opinion:
– Savills plc’s Group financial statements and Company
financial statements (the ‘financial statements’) give a true
and fair view of the state of the Group’s and of the Company’s
affairs as at 31 December 2014 and of the Group’s profit
and the Group’s and the Company’s cash flows for the
year then ended;
the Group financial statements have been properly prepared
in accordance with International Financial Reporting
Standards (‘IFRSs’) as adopted by the European Union;
the Company financial statements have been properly
prepared in accordance with International Financial Reporting
Standards (‘IFRSs’) as adopted by the European Union
and as applied in accordance with the provisions of the
Companies Act 2006; and
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006 and,
as regards the Group financial statements, Article 4 of
the IAS Regulation.
–
–
–
What we have audited
Savills plc’s financial statements comprise:
–
–
–
–
–
the Consolidated and Company statements of financial
position as at 31 December 2014;
the Consolidated income statement and statement
of comprehensive income for the year then ended;
the Consolidated and Company statements of cash
flows for the year then ended;
the Consolidated and Company statements of changes
in equity for the year then ended; and
the Notes to the financial statements, which include a
summary of significant accounting policies and other
explanatory information.
Certain required disclosures have been presented elsewhere
in the Annual Report, rather than in the Notes to the financial
statements. These are cross-referenced from the financial
statements and are identified as audited.
The financial reporting framework that has been applied in the
preparation of the financial statements is applicable law and
IFRSs as adopted by the European Union and, as regards the
Company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
Our audit approach
Overview
Materiality
– Overall Group materiality: £5.0m (2013: £3.8m) which
represents 5% of Group underlying profit before tax.
Audit scope
– We conducted audit work in the UK, the US and Asia
Pacific, across all four of the Group’s business lines, and
paid particular attention to the acquisition during the year
of Studley, Inc. in the US.
– Our audit work accounted for 80.5% of Group revenues
(2013: 78%) and 82.5% (2013: 94%) of Group underlying
profit before tax.
Area of focus
–
Goodwill impairment assessment – particularly for
European businesses.
– Provisions for litigation on valuations – particularly
from the height of the property market around 2007.
– Risk of fraud in revenue recognition in relation to
cut-off for transaction and consultancy income.
– Accounting for the acquisition of Studley, Inc.
– Recoverability of receivables in Asia.
– Regulatory compliance obligations.
The scope of our audit and our areas of focus
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) (‘ISAs (UK & Ireland)’).
We designed our audit by determining materiality and assessing
the risks of material misstatement in the financial statements.
In particular, we looked at where the Directors made subjective
judgements, for example in respect of significant accounting
estimates that involved making assumptions and considering
future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal
controls, including evaluating whether there is evidence of bias
by the Directors that may represent a risk of material
misstatement due to fraud.
The risks of material misstatement that had the greatest effect
on our audit, including the allocation of our resources and effort,
are identified as ‘areas of focus’ in the table below. We have
also set out how we tailored our audit to address these specific
areas in order to provide an opinion on the financial statements
as a whole, and any comments we make on the outcome of
our procedures should be read in this context. This is not a
complete list of all risks identified by our audit.
Savills plc Report and Accounts 2014
71
Overview | Strategy | Performance | Governance | Financial statements Independent auditors’ report
to the members of Savills plc continued
Area of focus
How our audit addressed the area of focus
Goodwill impairment assessment
Refer to page 45 (Audit Committee Report), pages 84 and 92 (Significant
Accounting Policies) and pages 104 to 105 (notes).
The Group carried £228m of goodwill at 31 December 2014 (2013: £135.6m)
of which £87m related to new acquisitions and £141m to existing businesses.
No impairment charge was recognised in the year ended 31 December 2014.
£85.6m of the goodwill balance related to the acquisition of Studley, Inc.
during the year. The purchase price allocation exercise performed by
management which gave rise to the goodwill is provisional under accounting
standards (see the area of focus below on Accounting for the acquisition of
Studley, Inc.), and the business is currently trading ahead of the investment
decision forecasts.
We focused our impairment assessment on the estimated values
in use of those businesses in Europe with material amounts of goodwill.
The Group’s performance in this region improved during 2014, but there is
continued economic uncertainty and property markets remain unsettled.
Provisions for litigation
Refer to page 45 (Audit Committee Report), pages 86 and 92 (Significant
Accounting Policies) and page 118 (notes).
The Group is subject to a number of legal claims in the normal course of
business, particularly with respect to valuations performed in the height
of the property market in 2007. Experience has shown that valuations
performed around this time were more subject to challenge than in
other periods.
Our audit procedures took into account both the potential exposure and
the extent to which liabilities are likely to crystallise, as well as the adequacy
of the insurance cover held by the Group.
There is also the risk that legal exposures may arise for which adequate
provisions are not held.
Focusing on the European businesses, we evaluated and challenged
management’s future cash flow forecasts and the process by which they
were drawn up, and tested the underlying value in use calculations. We
compared management’s forecast to the latest Board approved budget
and found them to be consistent.
We challenged:
–
the key assumptions for long-term growth rates in the forecasts by
comparing them to historical
results, as well as economic and industry forecasts for the relevant
international property markets; and
the discount rate used in the calculations by assessing the cost of
capital for the company and comparable organisations.
–
–
We performed sensitivity analysis on the key assumptions supporting the
cash flow forecasts. This included sensitising the discount rate applied to
the future cash flows, and the short and longer term growth rates and profit
margins in Europe due to continued uncertainty in the macro-economic
environment for a number of countries in the region. We ascertained the
extent to which a reduction in these assumptions both individually or in
aggregate would result in goodwill impairment, and considered the likelihood
of such events occurring. We did not regard this to be reasonably possible.
Given the level of headroom, improved business performance in Savills
Europe for 2014 and a more positive outlook for property markets in Savills
key European locations, we concluded that the carrying value of goodwill
had been appropriately assessed.
In order to assess the appropriateness of the provisions held at the balance
sheet date we obtained and read the legal claim letters and accompanying
third party documentation received by the Group. We met with the Group’s
internal and external counsel to consider in detail a number of the cases, and
the potential exposure after taking into account the Group’s insurance cover.
We also tested that the workings prepared by management in relation to the
legal provisions were mathematically accurate and checked the amounts and
other details in respect of each new claim to the relevant third party
supporting documentation.
To assess the reliability and accuracy of management’s provision process
we looked at legal cases settled during the year and traced the related cash
payments to bank statements. Our examination of Board minutes, legal
expenses incurred during the year and any litigation-related matters arising
after the year-end did not identify any further legal cases other than those
identified by management.
Overall our work indicated that management had made reasonable
judgements in their assessment process, taking into account developments
since the height of the property market.
Risk of fraud in revenue recognition in relation to cut‑off for transaction
and consulting income
See note 2 to the financial statements for the directors’ disclosures of the
related accounting policies, judgements and estimates.
For all material transactions, we understood the commercial rationale and
the revenue recognition process adopted and considered that the related
revenue had been booked on a consistent basis across the Group in
accordance with Group policies.
Our specific audit focus was on the risk that revenue may be inaccurately
recorded and/or recorded in the incorrect period for the transaction advisory
and consultancy revenue streams in light of the incentive schemes for
management in those areas designed to reward performance.
For more complex contracts, the recognition of revenue is largely dependent
on the date the underlying transaction is deemed to be completed.
We tested a sample of revenue transactions to underlying contracts and third
party completion documentation, for example, property sales completion
statements, or asset or property management contracts, determining that
these sales had taken place and were recorded in the correct period.
We additionally tested a sample of revenue to supporting documentation,
cash receipts and related contracts, in order to verify that the income was
correctly calculated.
We noted no instances of inappropriate revenue recognition in the period.
72
Savills plc Report and Accounts 2014
Area of focus
Accounting for the acquisition of Studley, Inc.
Refer to page 45 (Audit Committee Report), page 62 (Significant
Accounting Policies) and page 111 (notes).
The Group acquired Studley, Inc., a US-based real estate business, in May
2014. Accounting for the acquisition required a provisional fair value exercise,
including valuing any separately identifiable intangible assets. This can be
a particularly subjective process.
Management identified Studley’s forward order book as the only separately
identifiable intangible asset, with a carrying value of £3.9m at 31 December
2014. The order book consists of contracted business which spans a
number of years and judgement was required to assess whether these
orders will come to fruition, including assessing the ability of customers
to carry through the orders.
Judgement was also required over the discount rate applied to the future
cash flows, given that the order book spans a number of years.
Recoverability of trade receivables in Asia
Refer to page 45 (Audit Committee Report), page 85 (Significant
Accounting Policies).
It is customary for clients to demand lengthy payment terms in parts of Asia
(and particularly China). Agreed payment terms are also sometimes extended
particularly when unforeseen delays occur in property transactions. The
Group is therefore exposed to a heightened risk of default in respect of trade
receivables in the Asia Pacific region. This increased risk is factored into our
audit approach with respect to the provision against trade receivables.
Regulatory compliance obligations
Refer to page 45 (Audit Committee Report).
The Directors did not record any material instances of non-compliance in
the year, but the Group is subject to Financial Services, Chartered Surveyor,
tax, anti-bribery and anti-money laundering laws and regulations across a
number of international jurisdictions.
Failure to comply with any of these applicable laws and regulations could
have a material impact on the results of the business and the reputation
for integrity on which it relies.
How our audit addressed the area of focus
We obtained the sale and purchase agreement and:
– checked the consideration paid to bank statements;
– checked that the deferred consideration had been calculated and
–
disclosed appropriately;
tested the existence and valuation of the acquired assets to third party
and source documentation; and
– considered whether liabilities had been recognised in full.
We determined that management’s analysis reflected the fair value exercise
accurately and that the relevant intangible assets (i.e. the order book and
goodwill) had been identified.
In relation to the order book we obtained third party documentation for significant
contracts and checked that these were sufficiently firm orders.
We sensitised the discount rate to ascertain the extent of change that would
be required for the fair value to be materially misstated; the views we formed
were consistent with managements’s judgements.
In order to confirm trade receivables in China, we requested confirmations
for a sample of client debtor balances. Where a response to our request was
not received, we sought to agree the relevant trade receivables balances to
post year end cash receipts.
Where cash had not been received, we performed alternative procedures,
by agreeing amounts recorded to underlying sales contracts and completion
documentation, discussing and assessing the reasons that the amounts were
not yet paid with Savills’ local management teams.
We also looked at the aging profile on trade receivables, focusing on older
debts for which no provision had been made. We challenged management
as to the recoverability of these older unprovided amounts, corroborating
explanations with underlying documentation and correspondence with the
client. We also evaluated the Group’s credit control procedures in Asia.
Based upon the above, we were satisfied that management had taken
reasonable judgements that were supported by the available evidence
in respect of the relevant receivables.
We obtained an understanding of the legal and regulatory framework within
which the Group operates, discussed the Group’s approach to regulatory
compliance with management internationally and with internal legal counsel,
and evaluated management’s internal control procedures.
We also read relevant correspondence with regulators to support
management’s assertions, as well as Board minutes and internal audit
reports. We scanned legal expense accounts and considered the results
of our audit work in other areas to determine whether there appeared to
be any evidence of non-compliance with applicable laws and regulations
and identified no such instances.
Savills plc Report and Accounts 2014
73
Overview | Strategy | Performance | Governance | Financial statements Taken together, the territories and functions where we performed
audits of the complete financial information accounted for 80.5% of
Group revenues and 82.5% of Group underlying profit before tax.
Materiality
The scope of our audit is influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and
extent of our audit procedures and to evaluate the effect
of misstatements, both individually and on the financial
statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall Group
materiality
£5.0 million (2013: £3.8 million).
How we determined it 5% of underlying profit before tax as defined in
Rationale for
benchmark applied
Note 2.2 to the financial statements.
Based on our professional judgement, we
determined materiality by applying a benchmark of
5% of underlying profit before tax. We believe that
underlying profit before tax is the most appropriate
measure as it eliminates any disproportionate
effect of exceptional charges and provides a
consistent year-on-year basis for our work.
We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above £0.2m
(2013: £0.2m) as well as misstatements below that amount that,
in our view, warranted reporting for qualitative reasons.
Going concern
Under the Listing Rules we are required to review the Directors’
statement, set out on page 70, in relation to going concern.
We have nothing to report having performed our review.
As noted in the Directors’ statement, the Directors have concluded
that it is appropriate to prepare the financial statements using the
going concern basis of accounting. The going concern basis
presumes that the Group and Company have adequate resources
to remain in operation, and that the Directors intend them to do so,
for at least one year from the date the financial statements were
signed. As part of our audit we have concluded that the Directors’
use of the going concern basis is appropriate.
However, because not all future events or conditions can be
predicted, these statements are not a guarantee as to the
Group’s and Company’s ability to continue as a going concern.
Other required reporting
Consistency of other information
Companies Act 2006 opinion
In our opinion, the information given in the Strategic Report and
the Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements.
Independent auditors’ report
to the members of Savills plc continued
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the geographic
structure of the Group, the accounting processes and controls,
and the industry in which the Group operates.
The Group is structured across four business lines, being
Transaction Advisory, Consultancy, Property and Facilities
Management, and Investment Management services. The
Group financial statements are a consolidation of reporting
units that make up the four business lines, spread across
four geographical regions, UK, US, Europe and Asia Pacific.
The Group’s accounting process is structured around a local
finance function in each of the territories in which the Group
operates. In Europe, these functions maintain their own
accounting records and controls and report to a Head Office
finance team in the UK through submission of management
reporting packs. In Asia Pacific, these functions similarly report
to a head office finance team in Hong Kong. At a Group level,
a separate finance team consolidates the reporting packs of
Europe, Asia Pacific, UK, US and the central functions.
In our view, due to their significance and/or risk characteristics,
those businesses in UK and US, as well as Hong Kong, and
Australia within the Asia Pacific region, required an audit on their
complete financial information. We used component auditors
from other PwC firms who are familiar with the local laws and
regulations in each of the identified territories outside the UK
to perform this audit work.
Specific risk-based audit procedures were also performed in
China, Japan and Singapore depending on the areas of risk
identified at each entity.
Based upon Group materiality, we were not required to carry
out detailed audit procedures on Savills Europe. However, local
audit teams perform statutory audits of subsidiary companies
in Europe where required by local legislation. These audits
were carried out to the same timetable as the Group audit and,
accordingly, we were able to incorporate the results of their work
into our overall risk assessment. This included reviewing working
papers for any issues arising on specific components that
impacted the Group audit, particularly revenue recognition,
recoverability of trade receivables and provisions for litigation.
Where the work was performed by component auditors in the
US and in Asia Pacific, we determined the level of involvement
we needed to have to be able to conclude whether sufficient
appropriate audit evidence had been obtained as a basis for our
opinion on the Group financial statements as a whole. The group
engagement team visited Savills’ UK head office, Savills’ Asia
Pacific head office in Hong Kong (given the significance of this
region to the Group), and the US (following the acquisition of
Studley, Inc. during the year).
The Group consolidation, financial statement disclosures
and a number of complex items were audited by the Group
engagement team at the head office. These included pensions,
tax and share-based payments.
74
Savills plc Report and Accounts 2014
ISAs (UK & Ireland) reporting
Under ISAs (UK & Ireland) we are required to report to you if,
in our opinion:
We have no exceptions to report
arising from this responsibility.
We have no exceptions to report
arising from this responsibility.
We have no exceptions to report
arising from this responsibility.
Information in the Annual Report is:
–
–
–
materially inconsistent with the
information in the audited financial
statements; or
apparently materially incorrect
based on, or materially inconsistent
with, our knowledge of the Group
and Company acquired in the
course of performing our audit; or
is otherwise misleading.
The statement given by the Directors
on page 72, in accordance with
provision C.1.1 of the UK Corporate
Governance Code (‘the Code’), that
they consider the Annual Report taken
as a whole to be fair, balanced and
understandable and provides the
information necessary for members
to assess the Group’s and Company’s
performance, business model and
strategy is materially inconsistent
with our knowledge of the Group
and Company acquired in the course
of performing our audit.
The section of the Annual Report
on page 47, as required by provision
C.3.8 of the Code, describing the
work of the Audit Committee does
not appropriately address matters
communicated by us to the
Audit Committee.
Adequacy of accounting records and information and
explanations received
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
– we have not received all the information and explanations
–
–
we require for our audit; or
adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
the Company financial statements and the part of the
Directors’ Remuneration report to be audited are not in
agreement with the accounting records and returns.
– We have no exceptions to report arising from this responsibility.
Directors’ remuneration
Directors’ remuneration report – Companies Act 2006 opinion
In our opinion, the part of the Directors’ Remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Other Companies Act 2006 reporting
Under the Companies Act 2006 we are required to report to you
if, in our opinion, certain disclosures of Directors’ remuneration
specified by law are not made. We have no exceptions to report
arising from this responsibility.
Corporate governance statement
Under the Listing Rules we are required to review the part of the
Corporate Governance Statement relating to the Company’s
compliance with 10 provisions of the UK Corporate Governance
Code. We have nothing to report having performed our review.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the Directors
As explained more fully in the Directors’ Responsibilities
Statement set out on page 72, the Directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and ISAs
(UK & Ireland). Those standards require us to comply with the
Auditing Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and
only for the Company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other
purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
What an audit of financial statements involves
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free
from material misstatement, whether caused by fraud or
error. This includes an assessment of:
– whether the accounting policies are appropriate to the
Group’s and the Company’s circumstances and have
been consistently applied and adequately disclosed;
the reasonableness of significant accounting estimates
made by the Directors; and
the overall presentation of the financial statements.
–
–
We primarily focus our work in these areas by assessing the
Directors’ judgements against available evidence, forming
our own judgements, and evaluating the disclosures in the
financial statements.
We test and examine information, using sampling and other
auditing techniques, to the extent we consider necessary to
provide a reasonable basis for us to draw conclusions. We
obtain audit evidence through testing the effectiveness of
controls, substantive procedures or a combination of both.
In addition, we read all the financial and non-financial information
in the Annual Report to identify material inconsistencies with the
audited financial statements and to identify any information that
is apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the course
of performing the audit. If we become aware of any apparent
material misstatements or inconsistencies we consider the
implications for our report.
David A Snell (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
18 March 2015
Savills plc Report and Accounts 2014
75
Overview | Strategy | Performance | Governance | Financial statements
Notes
2014
£m
2013
£m
6
1,078.2
904.8
9.1
16
15
7.1
7.1
17.2
11
11
17.1
8
8
8
(699.3)
(8.4)
(4.6)
(290.1)
0.7
2.0
78.5
1.5
(2.3)
(0.8)
7.0
84.7
100.5
(17.5)
1.7
84.7
(570.4)
(7.6)
(3.9)
(259.5)
0.4
(0.3)
63.5
1.2
(1.8)
(0.6)
7.2
70.1
75.2
(5.2)
0.1
70.1
12
(22.0)
(18.7)
62.7
51.4
62.1
0.6
62.7
50.8
0.6
51.4
14.1
14.1
46.8p
45.3p
39.8p
38.1p
14.2
14.2
55.2p
53.4p
43.1p
41.4p
Consolidated income statement
for the year ended 31 December 2014
Revenue
Less:
Employee benefits expense
Depreciation
Amortisation of intangible assets
Other operating expenses
Other operating income
Profit/(loss) on disposal of available-for-sale investments
Operating profit
Finance income
Finance costs
Share of post-tax profit from joint ventures and associates
Profit before income tax
Comprising:
– underlying profit before tax
– restructuring and acquisition related costs
– other underlying adjustments
Income tax expense
Profit for the year
Attributable to:
Owners of the parent
Non-controlling interests
Earnings per share
Basic earnings per share
Diluted earnings per share
Underlying earnings per share
Basic earnings per share
Diluted earnings per share
76
Savills plc Report and Accounts 2014
Consolidated statement of comprehensive income
for the year ended 31 December 2014
Profit for the year
Other comprehensive (loss)/income
Items that will not be reclassified to profit or loss:
Remeasurement of defined benefit pension scheme obligation
Tax on items that will not be reclassified
Total items that will not be reclassified to profit or loss
Items that may be reclassified subsequently to profit or loss:
Fair value gain on available-for-sale investments
Fair value loss on available-for-sale investment released to income statement
Currency translation differences
Tax on items that may be reclassified
Total items that may be reclassified subsequently to profit or loss
Other comprehensive (loss)/income for the year, net of tax
Total comprehensive income for the year
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interests
Notes
10.2
12
17.2
17.2
12
2014
£m
62.7
2013
£m
51.4
(15.9)
3.3
(12.6)
0.3
0.3
6.1
1.4
8.1
7.0
(1.7)
5.3
1.8
–
(5.2)
3.0
(0.4)
(4.5)
4.9
58.2
56.3
57.6
0.6
58.2
55.9
0.4
56.3
Savills plc Report and Accounts 2014
77
Overview | Strategy | Performance | Governance | Financial statements Consolidated and Company statements of financial position
at 31 December 2014
Assets: Non-current assets
Property, plant and equipment
Goodwill
Intangible assets
Investments in subsidiaries
Investments in joint ventures and associates
Deferred income tax assets
Available-for-sale investments
Non-current receivables
Assets: Current assets
Work in progress
Trade and other receivables
Current income tax receivable
Derivative financial instruments
Cash and cash equivalents
Liabilities: Current liabilities
Borrowings
Trade and other payables
Current income tax liabilities
Employee benefit obligations
Provisions for other liabilities and charges
Net current assets
Total assets less current liabilities
Liabilities: Non-current liabilities
Borrowings
Trade and other payables
Retirement and employee benefit obligations
Provisions for other liabilities and charges
Deferred income tax liabilities
Net assets
Notes
16
15
15
17.4
17.1
18
17.2
19
24
20
23
21
25.2
25.1
23
22
10.2 and 25.2
25.1
18
Equity: Capital and reserves attributable to owners of the parent
Share capital
Share premium
Shares to be issued
Other reserves
Retained earnings
26
17.6 (a)
28
28
Non-controlling interests
Total equity
Group
2014
£m
2013
£m
Company
2014
£m
2013
£m
43.2
228.0
17.5
–
22.2
42.0
11.7
3.9
368.5
3.2
307.9
4.3
–
158.1
473.5
3.9
406.0
14.7
6.6
9.3
440.5
33.0
401.5
–
21.5
29.2
17.3
3.2
71.2
330.3
3.4
90.1
34.9
22.5
178.6
329.5
0.8
330.3
33.4
135.6
15.5
–
16.7
26.8
14.8
1.4
244.2
3.3
240.5
1.0
0.1
122.2
367.1
6.8
266.3
9.2
6.3
10.9
299.5
67.6
311.8
3.0
0.2
20.6
15.7
1.5
41.0
270.8
3.4
90.1
–
17.1
159.4
270.0
0.8
270.8
2.4
–
0.6
109.5
–
2.7
–
–
115.2
–
17.2
3.0
–
78.1
98.3
–
22.5
–
0.1
–
22.6
75.7
190.9
–
–
1.1
1.2
–
2.3
188.6
3.4
90.1
34.9
3.3
56.9
188.6
–
188.6
2.6
–
0.9
79.5
–
3.2
–
–
86.2
–
16.0
3.0
–
70.9
89.9
–
19.1
–
–
–
19.1
70.8
157.0
–
7.0
0.7
1.2
–
8.9
148.1
3.4
90.1
–
3.3
51.3
148.1
–
148.1
The consolidated and Company financial statements on pages 76 to 127 were authorised for issue by the Board of Directors on
18 March 2015 and were signed on its behalf by:
J C Helsby
S J B Shaw
78
Savills plc Report and Accounts 2014
Savills plc
Registered in England and Wales
No. 2122174
Consolidated statement of changes in equity
for the year ended 31 December 2014
Attributable to owners of the parent
Balance at 1 January 2014
Profit for the year
Other comprehensive income/(loss):
Remeasurement of defined benefit pension
scheme obligation
Fair value gain on available-for-sale investments
Fair value loss on available-for-sale investments
released to income statement
Tax on items directly taken to reserves
Currency translation differences
Total comprehensive income for the year
Transactions with owners:
Employee share option scheme:
– Value of services provided
Purchase of treasury shares
Share-based payment settlement
Shares to be issued
Disposal of available-for-sale investments
(net of tax)
Dividends
Transactions with non-controlling interests
Balance at 31 December 2014
Notes
10.2
17.2
17.2
12
28
28
28
17.6 (a)
17.2
13
17.5
Notes
17.2
10.2
12
Balance at 1 January 2013
Profit for the year
Other comprehensive income/(loss):
Fair value gain on available-for-sale investments
Remeasurement of defined benefit pension
scheme obligation
Tax on items directly taken to reserves
Currency translation differences
Total comprehensive (loss)/income for the year
Transactions with owners:
Employee share option scheme:
– Value of services provided
Purchase of treasury shares
Share-based payment settlement
Issue of share capital
Disposal of available-for-sale investments
(net of tax)
Dividends
Transactions with non-controlling interests
Balance at 31 December 2013
28
28
28
26
17.2
13
17.5
Share
premium
£m
Shares to
be issued
£m
Other
reserves*
Retained
earnings**
£m
Non-
controlling
interests
£m
Total
£m
Share
capital
£m
3.4
–
–
–
–
–
–
–
–
–
–
–
90.1
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3.4
–
–
–
90.1
Share
capital
£m
3.3
Share
premium
£m
87.3
–
–
–
–
–
–
–
–
–
0.1
–
–
–
3.4
–
–
–
–
–
–
–
–
–
2.8
–
–
–
90.1
£m
17.1
–
–
0.3
0.3
–
6.1
6.7
–
–
–
–
(1.3)
–
–
22.5
159.4
270.0
62.1
62.1
(15.9)
–
(15.9)
0.3
–
4.7
–
50.9
0.3
4.7
6.1
57.6
10.5
(12.1)
(3.6)
–
–
(24.9)
(1.6)
178.6
10.5
(12.1)
(3.6)
34.9
(1.3)
(24.9)
(1.6)
329.5
0.8
0.6
–
–
–
–
–
0.6
–
–
–
–
–
(0.3)
(0.3)
0.8
Total
equity
£m
270.8
62.7
(15.9)
0.3
0.3
4.7
6.1
58.2
10.5
(12.1)
(3.6)
34.9
(1.3)
(25.2)
(1.9)
330.3
–
–
–
–
–
–
–
–
–
–
–
34.9
–
–
–
34.9
Attributable to owners of the parent
Shares to
be issued
£m
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Other
reserves*
Retained
earnings**
£m
20.8
–
£m
121.1
50.8
Non-
controlling
interests
£m
0.6
0.6
Total equity
£m
233.1
51.4
Total
£m
232.5
50.8
1.8
–
(0.2)
(5.0)
(3.4)
–
–
–
–
(0.3)
–
–
17.1
–
1.8
–
1.8
7.0
1.5
–
59.3
7.0
1.3
(5.0)
55.9
10.4
(2.2)
(7.3)
–
–
(20.6)
(1.3)
159.4
10.4
(2.2)
(7.3)
2.9
(0.3)
(20.6)
(1.3)
270.0
–
–
(0.2)
0.4
–
–
–
–
–
(0.4)
0.2
0.8
7.0
1.3
(5.2)
56.3
10.4
(2.2)
(7.3)
2.9
(0.3)
(21.0)
(1.1)
270.8
*
**
Included within other reserves on the face of the statement of financial position are the capital redemption reserve, foreign exchange reserve and revaluation reserve
as disclosed in Note 28.
Included within retained earnings on the face of the statement of financial position are treasury shares, share-based payments reserve and the profit and loss
account as disclosed in Note 28.
Savills plc Report and Accounts 2014
79
Overview | Strategy | Performance | Governance | Financial statements Company statement of changes in equity
for the year ended 31 December 2014
Attributable to owners of the Company
Notes
7.2
10.2
12
Balance at 1 January 2014
Profit for the year
Other comprehensive income:
Remeasurement of defined benefit
pension scheme obligation
Tax on items directly taken to reserves
Total comprehensive income for the year
Employee share option scheme:
– Value of services provided
– Exercise of share options
Distribution for Employee Benefit Trust
Share-based payment settlement
Shares to be issued
Dividends
Balance at 31 December 2014
17.6 (a)
13
Balance at 1 January 2013
Profit for the year
Other comprehensive income:
Remeasurement of defined benefit
pension scheme obligation
Tax on items directly taken to reserves
Total comprehensive income for the year
Employee share option scheme:
– Value of services provided
– Exercise of share options
Share-based payment settlement
Issue of share capital
Dividends
Balance at 31 December 2013
Notes
7.2
10.2
12
26
13
–
–
–
–
–
–
–
–
–
–
3.4
Share
capital
£m
3.3
–
–
–
–
–
–
–
0.1
–
3.4
Share
capital
Share
premium
Shares to
be issued
£m
3.4
£m
90.1
Capital
redemption
reserve*
£m
Other
reserves*
0.3
3.0
Share-
based
payments
reserve**
£m
4.8
–
–
–
–
–
–
–
–
–
–
0.3
–
–
–
–
–
–
–
–
–
–
3.0
–
–
–
–
1.9
(2.4)
–
–
–
–
4.3
£m
–
–
–
–
–
–
–
–
–
34.9
–
34.9
–
–
–
–
–
–
–
–
–
–
90.1
Attributable to owners of the Company
Share
premium
Shares to
be issued
£m
87.3
–
–
–
–
–
–
–
2.8
–
90.1
£m
–
–
–
–
–
–
–
–
–
–
–
Capital
redemption
reserve*
£m
0.3
–
–
–
–
–
–
–
–
–
0.3
Share-
based
payments
Other
reserves*
reserve**
£m
3.0
–
–
–
–
–
–
–
–
–
3.0
3.5
–
–
–
–
2.3
(1.0)
–
–
–
4.8
Retained
earnings**
Total
shareholders’
equity
£m
46.5
37.0
(0.9)
0.3
36.4
–
(4.3)
(0.9)
(0.2)
–
(24.9)
52.6
Retained
earnings**
£m
25.7
44.6
0.4
0.7
45.7
–
(3.9)
(0.4)
–
(20.6)
46.5
£m
148.1
37.0
(0.9)
0.3
36.4
1.9
(6.7)
(0.9)
(0.2)
34.9
(24.9)
188.6
Total
shareholders’
equity
£m
123.1
44.6
0.4
0.7
45.7
2.3
(4.9)
(0.4)
2.9
(20.6)
148.1
*
**
Included within other reserves on the face of the statement of financial position are the capital redemption reserve and other reserves as disclosed above.
Included within retained earnings on the face of the statement of financial position are share-based payments reserve and retained earnings as disclosed above.
80
Savills plc Report and Accounts 2014
Consolidated and Company statements of cash flows
for the year ended 31 December 2014
Cash flows from operating activities
Cash generated from operations
Interest received
Interest paid
Income tax (paid)/received
Net cash generated from operating activities
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Proceeds from sale of intangible assets
Proceeds from sale of available-for-sale investments
Proceeds from sale of assets held for sale
Deferred consideration received in relation to prior year disposals
Dividends received from joint ventures and associates
Repayment of loans by joint ventures, associates and subsidiaries
Loans to joint ventures, associates and subsidiaries
Loans from subsidiaries
Repayment of loans to subsidiaries
Acquisition of subsidiaries, net of cash acquired
Deferred consideration paid in relation to prior year acquisitions
Purchase of property, plant and equipment
Purchase of intangible assets
Purchase of investment in joint ventures, associates and
available-for-sale investments
Net cash (used in)/generated from investing activities
Cash flows from financing activities
Proceeds from issue of share capital
Proceeds from borrowings
Share-based payment settlement
Contribution to Employee Benefit Trust
Purchase of own shares for Employee Benefit Trust
Purchase of non-controlling interests
Repayments of borrowings
Dividends paid
Net cash used in financing activities
Net increase in cash, cash equivalents and bank overdrafts
Cash, cash equivalents and bank overdrafts at beginning of year
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at end of year
Notes
31
16
15
17.1 and 17.2
26
28
28
17.5
13
20
Group
2014
£m
2013
£m
Company
2014
£m
2013
£m
113.6
1.6
(2.0)
(17.1)
96.1
0.1
–
4.0
8.5
1.4
5.4
0.8
–
–
–
(18.1)
–
(12.7)
(1.5)
(2.5)
(14.6)
–
99.9
(3.6)
–
(12.1)
(1.9)
(105.8)
(25.2)
(48.7)
32.8
122.2
3.1
158.1
86.0
1.0
(0.6)
(15.6)
70.8
0.1
–
1.7
–
0.4
5.3
0.3
(0.4)
–
–
1.0
(0.4)
(23.3)
(2.5)
(0.7)
(18.5)
2.9
63.5
(7.3)
–
(2.2)
(1.1)
(54.8)
(21.0)
(20.0)
32.3
92.7
(2.8)
122.2
32.1
1.0
–
3.2
36.3
0.3
–
–
–
–
–
4.9
–
–
(6.8)
–
–
(1.3)
(0.2)
–
(3.1)
–
–
(0.2)
(0.9)
–
–
–
(24.9)
(26.0)
7.2
70.9
–
78.1
40.3
1.1
(0.1)
1.8
43.1
12.8
0.7
–
–
–
–
27.0
(2.3)
0.8
–
–
–
(14.0)
(0.3)
–
24.7
2.9
–
(0.4)
–
–
–
–
(20.6)
(18.1)
49.7
21.2
–
70.9
Savills plc Report and Accounts 2014
81
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014
1. General information
Savills plc (the ‘Company’) and its subsidiaries (together the
‘Group’) is a global real estate services Group. The Group operates
through a network of offices in the UK, Continental Europe, Asia
Pacific, US, Africa and the Middle East. Savills is listed on the
London Stock Exchange and employs 27,826 staff worldwide.
The Company is a public limited company incorporated and
domiciled in England and Wales. The address of its registered
office is 33 Margaret Street, London W1G 0JD.
These consolidated financial statements were approved for
issue by the Board of Directors on 18 March 2015.
2. Accounting policies
The principal accounting policies applied in the preparation
of these consolidated financial statements are set out below.
These policies have been consistently applied to all the years
presented, unless otherwise stated, and are also applicable
to the parent Company.
2.1 Basis of preparation
These financial statements have been prepared in accordance
with International Financial Reporting Standards (IFRS) and
IFRS Interpretations Committee interpretations as adopted by
the European Union and with those parts of the Companies
Act 2006 applicable to companies reporting under IFRS.
The financial statements are prepared on a going concern
basis and under the historical cost convention as modified by
the revaluation of available-for-sale investments and derivative
financial instruments.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates and for
management to exercise judgement in the process of applying
the Group’s accounting policies. The areas involving a higher
degree of judgement or complexity, or areas where assumptions
and estimates are significant to the financial statements, are
disclosed in Note 5.
2.2 Use of non-GAAP measures
The Group believes that the consistent presentation of Underlying
profit before tax, Underlying effective tax rate, Underlying basic
earnings per share and Underlying diluted earnings per share
provides additional useful information to shareholders on the
underlying trends and comparable performance of the Group over
time. They are used by Savills for internal performance analysis
and incentive compensation arrangements for employees. These
terms are not defined terms under IFRS and may therefore not
be comparable with similarly titled profit measures reported by
other companies. They are not intended to be a substitute for,
or superior to, GAAP measures.
The term ‘underlying’ refers to the relevant measure of profit,
earnings or taxation being reported excluding the following items:
–
–
–
–
amortisation of acquired intangible assets (excluding software);
the difference between IFRS 2 charges related to in year
profit related performance compensation subject to deferral
and the opportunity cash cost of such compensation
(refer to Note 8 and Note 14.2 for further explanation);
items that are considered non-operational in nature including
restructuring costs, impairments of goodwill, intangible assets
and investments and profits or losses arising on disposals of
subsidiaries and other investments; and
significant acquisition costs related to business combinations.
82
Savills plc Report and Accounts 2014
2.3 Consolidation
The consolidated financial statements include those of the
Company and its subsidiary undertakings, together with the
Group’s share of results of its associates and joint ventures.
(a) Subsidiaries
Subsidiaries are all entities over which the Group has control.
The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the Group. They
are deconsolidated from the date that control ceases.
The Group applies the acquisition method of accounting
to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values
of the assets transferred, the liabilities incurred and the equity
interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from
a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair values at
the acquisition date. The Group recognises any non-controlling
interest in the acquiree on an acquisition-by-acquisition basis,
either at fair value or at the non-controlling interest’s
proportionate share of the recognised amounts of the
acquiree’s identifiable net assets.
Acquisition related costs are expensed as incurred.
Any contingent consideration to be transferred by the Group
is recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is recognised in accordance
with IAS 39 in profit or loss. Contingent consideration that is
classified as equity is not remeasured, and its subsequent
settlement is accounted for within equity.
Inter-company transactions, balances and unrealised gains
and losses on transactions between Group companies are
eliminated. Profits and losses resulting from inter-company
transactions that are recognised in assets are also eliminated.
Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by
the Group.
Investments in subsidiaries held by the Company are held at
cost, less any provision for impairment.
(b) Changes in ownership interests in subsidiaries without
change of control
Transactions with non-controlling interests that do not result in
loss of control are accounted for as equity transactions – that is,
as transactions with the owners in their capacity as owners. The
difference between fair value of any consideration paid and the
relevant share acquired of the carrying value of net assets of the
subsidiary is recorded in equity. Gains or losses on disposals to
non-controlling interests are also recorded in equity.
(c) Disposal of subsidiaries
When the Group ceases to have control any retained interest in
the entity is remeasured to its fair value at the date when control
is lost, with the change in carrying amount recognised in profit or
loss. The fair value is the initial carrying amount for the purposes
of subsequently accounting for the retained interest as an
associate, joint venture or financial asset. In addition, any
amounts previously recognised in other comprehensive income
in respect of that entity are accounted for as if the Group
had directly disposed of the related assets or liabilities.
This may mean that amounts previously recognised in other
comprehensive income are reclassified to profit or loss.
(d) Associates
Associates are all entities over which the Group has significant
influence but not control, generally accompanying a shareholding
of between 20% and 50% of the voting rights. Investments in
associates are accounted for using the equity method of
accounting. Under the equity method, the investment is initially
recognised at cost, and the carrying amount is increased or
decreased to recognise the investor’s share of the profit or loss of
the investee after the date of acquisition. The Group’s investment
in associates includes goodwill (net of any accumulated
impairment loss) identified on acquisition (see Note 17.1).
If the ownership interest in an associate is reduced but significant
influence is retained, only a proportionate share of the amounts
previously recognised in other comprehensive income is
reclassified to profit or loss where appropriate.
The Group’s share of its associates’ post-acquisition profits or
losses is recognised in the income statement and its share of
post-acquisition movements in other comprehensive income is
recognised in other comprehensive income with a corresponding
adjustment to the carrying amount of the investment. When the
Group’s share of losses in an associate equals or exceeds its
interest in the associate, including any other unsecured
receivables, the Group does not recognise further losses
unless it has incurred legal or constructive obligations or
made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its
associates are eliminated to the extent of the Group’s interest
in the associates. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of associates have been
changed where necessary to ensure consistency with the
policies adopted by the Group.
Dilution gains and losses arising in investments in associates
are recognised in the income statement.
(e) Joint arrangements
The Group applies IFRS 11 to all joint arrangements. Under IFRS
11 investments in joint arrangements are classified as either joint
operations or joint ventures depending on the contractual rights
and obligations of each investor. The Group has assessed the
nature of its joint arrangements and determined them to be joint
ventures. Joint ventures are accounted for using the equity
method.
Under the equity method of accounting, interests in joint
ventures are initially recognised at cost and adjusted thereafter
to recognise the Group’s share of the post-acquisition profits or
losses and movements in other comprehensive income. When
the Group’s share of losses in a joint venture equals or exceeds
its interests in the joint ventures (which includes any long-term
interests that, in substance, form part of the Group’s net
investment in the joint ventures), the Group does not recognise
further losses, unless it has incurred obligations or made
payments on behalf of the joint ventures.
transferred. Accounting policies of the joint ventures have
been changed where necessary to ensure consistency with
the policies adopted by the Group.
2.4 Segment reporting
Operating segments are reported in a manner consistent with
the internal reporting provided to the chief operating decision
maker. The chief operating decision maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Group Executive Board.
A business segment is a group of assets and operations
engaged in providing products or services that are subject to
risks and returns that are different from those of other business
segments. A geographical segment is engaged in providing
products or services within a particular economic environment
that is subject to risks and returns that are different from those
of segments operating in other economic environments.
As the Group is strongly affected by both differences in the
types of services it provides and the geographical areas in which
it operates, the matrix approach of disclosing both the business
and geographical segments formats is used.
Revenues and expenses are allocated to segments on the basis
that they are directly attributable or the relevant portion can be
allocated on a reasonable basis.
2.5 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the
Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the
functional currency’). The consolidated financial statements are
presented in Sterling, which is also the Company’s functional
and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation at
year end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income
statement, except when deferred in other comprehensive income
as qualifying cash flow hedges.
Translation differences on non-monetary financial assets and
liabilities are reported as part of the fair value gain or loss and are
recognised in the income statement, except for available-for-sale
equity investments, which are recognised in other comprehensive
income. Non-monetary items carried at historical cost are
reported using the exchange rate at the date of the transaction.
(c) Group entities
The assets and liabilities of foreign operations, including goodwill
and fair value adjustments arising on consolidation, are translated
to the Group’s presentational currency at foreign exchange rates
ruling at the reporting date. The income and expenses of foreign
operations are translated at an average rate for the year where
this rate approximates to the foreign exchange rates ruling at the
dates of the transactions.
Unrealised gains on transactions between the Group and its joint
ventures are eliminated to the extent of the Group’s interest in the
joint ventures. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset
Exchange differences arising from this translation of foreign
operations are taken directly to the foreign exchange reserve.
When a foreign operation is disposed of, in part or in full, the
relevant amount in the foreign exchange reserve is transferred
to the income statement.
Savills plc Report and Accounts 2014
83
Overview | Strategy | Performance | Governance | Financial statements
Notes to the financial statements
Year ended 31 December 2014 continued
2.6 Property, plant and equipment
Property, plant and equipment is stated at historical cost less
accumulated depreciation and impairment. Historical cost
includes expenditure directly attributable to acquisition.
Subsequent costs are included in the asset’s carrying amount
or recognised as a separate asset, as appropriate, only when it
is probable that the future economic benefits associated with
the item will flow to the Group and the cost of the item can be
measured reliably.
Provision for depreciation is made at rates calculated on a
straight-line basis to write off the assets over their estimated
useful lives as follows:
Freehold property
Short leasehold property
(less than 50 years)
Equipment and motor vehicles
50 years
Over unexpired
term of lease
3–10 years
Acquired computer software licences are capitalised on the
basis of the costs incurred to acquire and bring to use the specific
software. Costs associated with maintaining computer software
programs are recognised as an expense as incurred. Development
costs that are directly attributable to the design and testing of
identifiable and unique software products controlled by the Group
are recognised as intangible assets when the following criteria
are met:
–
it is technically feasible to complete the software product so
that it will be available for use;
– management intends to complete the software product and
–
–
–
–
use or sell it;
there is an ability to use or sell the software product;
it can be demonstrated how the software product will
generate probable future economic benefits;
adequate technical, financial and other resources to complete
the development and to use or sell the software product are
available; and
the expenditure attributable to the software product during its
development can be reliably measured.
Residual values and useful lives are reviewed and adjusted if
appropriate, at each reporting date.
Measurement subsequent to initial recognition is at cost less
accumulated amortisation and impairment.
An asset’s carrying amount is written down immediately to its
recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount.
2.7 Goodwill
Goodwill represents the excess of the cost of acquisition of a
subsidiary or associate over the Group’s share of the fair value
of identifiable net assets acquired.
Amortisation charges are spread on a straight-line basis over the
period of the assets’ estimated useful lives as follows:
Customer/business relationships
Order back-log
Investment and property management contracts
Computer software
6–10 years
5 years
2–10 years
3–5 years
In respect of associates, goodwill is included in the carrying
value of the investment.
Acquired investment management contracts relating to
open-ended funds have been attributed indefinite useful lives.
Goodwill is carried at cost less accumulated impairment losses.
Separately recognised goodwill is tested annually for impairment,
or more frequently if events or changes in circumstances indicate
potential impairment. An impairment loss is recognised for the amount
by which the carrying value exceeds the recoverable amount. The
recoverable amount is the higher of value in use and fair value less
costs of disposal. Impairment losses on goodwill are not reversed.
Goodwill is allocated to cash-generating units for the purpose
of impairment testing. The allocation is made to those cash-
generating units or groups of cash-generating units that are
expected to benefit from the business combination in which the
goodwill arose. The Group allocates goodwill to each business
segment in the geographical region in which it operates (Note 15).
Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
2.8 Intangible assets other than goodwill
Intangible assets acquired as part of business combinations
and incremental contract costs are valued at fair value on
acquisition and amortised over the useful life. Fair value on
acquisition is determined by third-party valuation where
the acquisition is significant.
2.9 Impairment of other non-financial assets
Assets that have indefinite useful lives are not subject to
amortisation or depreciation and are tested annually for
impairment or whenever an indicator of impairment exists.
Assets that are subject to amortisation or depreciation are
reviewed for impairment whenever an indicator of impairment
exists. An impairment loss is recognised to the extent that the
carrying value exceeds the higher of the asset’s fair value less
cost to sell and its value-in-use. Prior impairments of non-financial
assets (other than goodwill) are reviewed for possible reversal
at each reporting date.
Value-in-use is determined using the discounted cash flow
method, with an appropriate discount rate to reflect market
rates and specific risks associated with the asset.
For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable
cash flows (cash-generating units). Where it is not possible to
estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
2.10 Financial instruments
Financial assets and liabilities are recognised on the Group’s
statement of financial position at fair value when the Group
becomes party to the contractual provisions of the instrument.
Subsequent measurement depends on the classification and
is discussed in the following paragraphs.
84
Savills plc Report and Accounts 2014
2.11 Available-for-sale investments
Available-for-sale investments are stated at fair value, with
changes in fair value being recognised in other comprehensive
income. When such investments are disposed or become
impaired, the accumulated gains and losses, previously
recognised in other comprehensive income, are recognised
in the income statement.
2.12 Trade receivables
Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost less provision for
impairment. Receivables are discounted where the time
value of money is material.
A provision for impairment of trade receivables is established
when there is objective evidence that the Group will not be able
to collect all amounts due according to the original terms of the
receivables. Significant financial difficulties of the debtor,
probability that the debtor will enter bankruptcy or financial
reorganisation, and default or delinquency in payments are
considered indicators that the trade receivable is impaired. The
amount of the provision is the difference between the asset’s
carrying amount and the present value of estimated future cash
flows, discounted at the original effective interest rate.
The carrying amount of the asset is reduced through the use of
an allowance account, and the amount of the loss is recognised
in the income statement within ‘other operating expenses’. When
a trade receivable is uncollected, it is written off against the
allowance account for trade receivables. Subsequent recoveries
of amounts previously written off are credited against ‘other
operating expenses’ in the income statement.
2.13 Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits
held on call with banks, together with other short-term highly
liquid investments with original maturities of three months
or less and working capital overdrafts, which are subject to
an insignificant risk of changes in value. Bank overdrafts are
included under borrowings in the statement of financial position.
2.14 Bank borrowings
Interest-bearing bank loans and overdrafts are initially measured
at fair value, net of transaction costs incurred, and subsequently
measured at amortised cost using the effective interest rate method.
2.15 Trade payables
Trade payables are initially measured at fair value and
subsequently measured at amortised cost, using the effective
interest rate method. Trade payables are classified as current
liabilities if payment is due within one year or less. If not, they
are presented as non-current liabilities.
2.16 Derivative financial instruments and hedging
Derivatives are initially recognised at fair value on the date
a derivative contract is entered into and are subsequently
remeasured at fair value. The method of recognising the resulting
gain or loss depends on whether the derivative is designated as a
hedging instrument and if so, the nature of the item being hedged.
Certain derivatives do not qualify for hedge accounting. In these
cases, changes in the fair value of all derivative instruments are
recognised immediately in the income statement.
2.17 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount
reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention
to settle on a net basis or realise the asset and settle the
liability simultaneously.
2.18 Share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in
equity as a deduction, net of tax, from the proceeds. When share
capital is repurchased, the amount of consideration paid, including
directly attributable costs, is recognised as a charge to equity.
Repurchased shares which are not cancelled, or shares
purchased for the Employee Benefit Trust, are classified as
treasury shares and presented as a deduction from total equity.
2.19 Taxation
The tax expense for the period comprises current and deferred
tax. Tax is recognised in the income statement, except to the
extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also recognised
in other comprehensive income or directly in equity.
The current income tax charge is calculated on the basis of the
tax laws enacted or substantively enacted at the balance sheet
date in the countries where the Company and its subsidiaries
operate and generate taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations
in which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.
Deferred income tax is recognised, using the liability method,
on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated
financial statements. However, deferred tax liabilities are not
recognised if they arise from the initial recognition of goodwill;
deferred income tax is not accounted for if it arises from the initial
recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax
is determined using tax rates (and laws) that have been enacted
or substantially enacted by the balance sheet date and are
expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent
that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising
on investments in subsidiaries and associates except for deferred
income tax liability where the timing of the reversal of the temporary
difference is controlled by the Group and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income tax assets and
liabilities relate to income tax levied by the same taxation authority
on either the same taxable entity or different taxable entities where
there is an intention to settle the balances on a net basis.
2.20 Pension obligations
The Group operates both defined benefit and defined
contribution plans. A defined contribution plan is a pension plan
under which the Group pays fixed contributions into a separate
entity. The Group has no legal or constructive obligations to pay
further contributions if the fund does not hold sufficient assets to
pay all employees the benefits relating to employee service in the
current and prior periods. A defined benefit plan is a pension plan
that defines an amount of pension benefit that an employee will
receive on retirement, usually dependent on one or more factors,
such as age, years of service and compensation.
Savills plc Report and Accounts 2014
85
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
The liability recognised in the statement of financial position in
respect of defined benefit pension plans is the present value of
the defined benefit obligation at the reporting date less the fair
value of plan assets. The defined benefit obligation is calculated
annually by independent actuaries using the projected unit credit
method. The present value of the defined benefit obligation is
determined by discounting the estimated future cash outflows.
The defined benefit scheme charge consists of net interest
costs, past service costs and the impact of any settlements
or curtailments and is charged as an expense as they fall due.
All actuarial gains and losses are recognised immediately in
other comprehensive income in the period in which they arise.
The Group also operates a defined contribution Group
Personal Pension Plan for new entrants and a number of defined
contribution individual pension plans. Contributions in respect of
defined contribution pension schemes are charged to the income
statement when they are payable. The Group has no further
payment obligations once the contributions have been paid.
Prepaid contributions are recognised as an asset to the extent that
a cash refund or a reduction in the future payments is available.
The net defined benefit cost is allocated amongst participating
Group subsidiaries on the basis of pensionable salaries.
2.21 Share-based payments
The Group operates equity-settled share-based compensation
plans. The fair value of the employee services received in exchange
for the grant of the options is recognised as an expense.
the Group statement of financial position. Investments in the
Group’s own shares are shown as a deduction from equity.
2.23 Provisions
Provisions are recognised when the Group has a present legal
or constructive obligation as a result of a past event, it is probable
that the Group will be required to settle that obligation and the
amount has been reliably estimated. Provisions are measured at
the Directors’ best estimate of the expenditure required to settle
the obligation at the reporting date and are discounted to present
value where the effect is material.
(a) Professional indemnity claims
Provisions on professional indemnity claims are recognised
when it is probable that the Group will be required to settle
claims against it as a result of a past event and the amount
of the obligation can be reliably estimated.
(b) Dilapidation provisions
The Group is required to perform dilapidation repairs and restore
properties to agreed specifications on leased properties prior to
the properties being vacated at the end of their lease term.
Provision for such cost is made where a legal obligation is
identified and the liability can be reasonably quantified.
(c) Onerous leases
A provision is recognised where the costs of meeting the
obligations under a lease contract exceed the economic benefits
expected to be received and is measured as the net least cost of
exiting the contract, being the lower of the cost of fulfilling it and
any compensation or penalties arising from the failure to fulfil it.
Non-market vesting conditions are included in assumptions
about the number of options that are expected to vest. The total
expense is recognised over the vesting period, which is the
period over which all of the specified vesting conditions are to be
satisfied. At the end of each reporting period, the Group revises
its estimate of the number of options that are expected to vest
based on the non-market vesting conditions. It recognises the
impact of the revision to original estimates, if any, in the income
statement, with a corresponding adjustment to equity.
(d) Restructuring provision
A provision is recognised when there is a present constructive
obligation to meet the costs of restructure. This arises when
there is a detailed formal plan for the restructuring, identifying at least
the business or part of the business concerned, principal locations
affected and the location, function and approximate number of
employees to be compensated for terminating their services and
when the plan has been communicated to those affected by it,
raising an expectation that the plan will be carried out.
All equity-settled share-based payments are measured at fair
value at the date of grant. The fair value determined at the grant
date of the equity-settled share-based payments is expensed
on a straight-line basis over the vesting period, based on the
Group’s estimate of shares that will eventually vest.
The fair value of equity-settled share-based payments is
measured by the use of the Actuarial Binomial option pricing
model. At each reporting date, the Group revises its estimates of
the number of options that are expected to become exercisable.
It recognises the impact of the revision of original estimates, if
any, in the income statement, and a corresponding adjustment
to equity over the remaining vesting period. The cash proceeds
received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium
when the options are exercised.
2.22 Employee Benefit Trust
The Company has established the Savills plc 1992 Employee
Benefit Trust (the ‘EBT’), the purposes of which are to grant
awards to employees, to acquire shares in the Company pursuant
to the Savills Deferred Share Bonus Plan and the Savills Deferred
Share Plan and to hold shares in the Company for subsequent
transfer to employees on the vesting of the awards granted under
the schemes. The assets and liabilities of the EBT are included in
2.24 Revenue
Revenue comprises the fair value of the consideration received
or receivable for the provision of services in the ordinary course
of the Group’s activities. Revenue is shown net of value-added
tax and amounts due to third parties and after elimination of
revenue within the Group.
(a) Residential transactional fees
Generally, where contracts are unconditional, revenue is
recognised on exchange of contracts. However, on more
complex contracts, revenue will be recognised on the date
of completion. On multi-unit developments, revenue is
recognised on a staged basis, based on each contract,
commencing when the underlying contracts are exchanged.
(b) Commercial transactional fees
Generally, revenue is recognised on the date of completion
or when unconditional contracts have been exchanged.
(c) Property consultancy
Revenue in respect of property consultancy represents
commissions and fees recognised on a time basis, fixed fee or
percentage of completion. Percentage of completion is principally
measured by the proportion of actual costs incurred in relation to the
best estimate of total costs expected for completion of the contract.
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Savills plc Report and Accounts 2014
(d) Property and facilities management
Revenue represents fees earned for managing properties and
providing facilities and is generally recognised in the period the
services are provided using a straight-line basis over the term
of the contract.
2.27 Adoption of standards, amendments and interpretations
to standards
The following standards and amendments to published
standards have been adopted by the Group for the first time
for the financial year beginning 1 January 2014:
(e) Investment management
Revenue represents commissions and fees receivable, net of
marketing costs in accordance with the relevant fee agreements.
–
Annual management fees are recognised, gross of costs, in the
period to which the service has been provided, in accordance
with the contracted fee agreements. Transaction fees are
recognised on the date of completion of a purchase or sale
transaction. Distribution fees are recognised on the completion
of a signed subscription agreement and performance fees are
recognised as earned and when approved by the fund.
(f) Work in progress
Work in progress generally relates to consultancy revenue and is
stated at the lower of cost and net realisable value. Cost includes
an appropriate proportion of overheads.
–
(g) Interest income
Interest income is recognised on a time-proportion basis using
the effective interest method.
(h) Dividend income
Dividend income is recognised when the right to receive
payment is established.
(i) Other income
Other income includes interest and dividend income on
available-for-sale investments plus fair value gains and losses
on assets at fair value through profit or loss.
2.25 Leases
Leases of property, plant and equipment where the Group
has substantially all the risks and rewards of ownership are
classified as finance leases.
Finance lease assets are initially recognised at an amount
equal to the lower of their fair value and the present value of the
minimum lease payments at inception of the lease. The assets
are then depreciated over the lower of the lease terms or the
estimated useful lives of the assets.
The capital elements of future obligations under finance leases
are included as liabilities in the statement of financial position.
Leasing payments comprise capital and finance elements and
the finance element is charged to the income statement.
The annual payments under all other lease agreements (operating
leases) are charged to the income statement on a straight-line
basis over the lease term. Benefits received and receivable as
an incentive to enter into the operating lease are also spread
on a straight-line basis over the lease term.
A lease is classified as onerous where the unavoidable costs of
meeting the obligations under the contract exceed the economic
benefits expected to be received under it.
2.26 Dividends
Dividend distributions are recognised as a liability in the Group’s
financial statements in the period in which they are approved by
the Company’s shareholders.
Interim dividends are recognised when paid.
IFRS 10, ‘Consolidated financial statements’, including
amendments, mandatorily effective for accounting periods
beginning on or after 1 January 2014. Under IFRS 10,
subsidiaries are all entities (including structured entities) over
which the Group has control. The Group controls an entity
when the Group has power over an entity, is exposed to, or has
rights to, variable returns from its involvement with the entity and
has the ability to affect these returns through its power over the
entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated
from the date that control ceases. Application of IFRS 10 has
had no financial effect on the Group’s consolidated results.
IFRS 11, ‘Joint arrangements’, including amendments,
mandatorily effective for accounting periods beginning on
or after 1 January 2014. Under IFRS 11 investments in joint
arrangements are classified either as joint operations or joint
ventures, depending on the contractual rights and obligations
each investor has rather than the legal structure of the joint
arrangement. Joint arrangements must be accounted for
using the equity method. Application of IFRS 11 has had
no financial effect on the Group’s consolidated results.
–
–
IFRS 12, ‘Disclosures of interests in other entities’, including
amendments, mandatorily effective for accounting periods
beginning on or after 1 January 2014. The standard sets out the
disclosure requirements for all forms of interests in other entities,
including joint arrangements, associates, special purpose
vehicles and other off balance sheet vehicles. The adoption of
this standard does not impact the Group’s profit or net assets.
IAS 36 (amendment), ‘Impairment of assets’, regarding
recoverable amount disclosures, effective for accounting
periods beginning on or after 1 January 2014. This amendment
addresses the disclosure of information about the recoverable
amount of impaired assets if that amount is based on fair value
less costs of disposal. The adoption of this amendment does
not impact the Group’s profit or net assets.
Other standards, amendments and interpretations mandatorily
effective for the first time for the financial year beginning
1 January 2014 and not discussed above are not relevant
or considered significant to the Group.
The following standards and amendments to published
standards are mandatory for accounting periods beginning
on or after 1 January 2015, and have not been early adopted:
–
IFRS 15, ‘Revenue from contracts with customers’, effective
for accounting periods beginning on or after 1 January 2017
(subject to EU endorsement). The standard establishes
principles for reporting useful information to users of financial
statements about the nature, amount, timing and uncertainty
of revenue and cash flows arising from an entity’s contracts
with customers. Revenue is recognised when a customer
obtains control of a good or service and thus has the ability
to direct the use and obtain the benefits from the good or
service. The standard replaces IAS 18 ‘Revenue’ and IAS 11
‘Construction contracts’ and related interpretations. The
application of IFRS may have a material impact on the
disclosures made and amounts reported in the Group’s
consolidated financial statements. However, it is not
Savills plc Report and Accounts 2014
87
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
–
practicable to provide a reasonable estimate of the effect
of IFRS 15 until the Group undertakes a detailed review.
IFRS 9, ‘Financial instruments’, including amendments,
effective for accounting periods beginning on or after
1 January 2018. This standard addresses the classification,
measurement and recognition of financial assets and financial
liabilities. It replaces the guidance in IAS 39 that relates to
the classification and measurement of financial instruments.
IFRS 9 retains but simplifies the mixed measurement model
and establishes three primary measurement categories for
financial assets: amortised cost, fair value through other
comprehensive income and fair value through profit and loss.
The basis of classification depends on the entity’s business
model and the contractual cash flow characteristics of the
financial asset. There is now a new expected credit losses
model that replaces the incurred loss impairment model
used in IAS 39. For financial liabilities there were no changes
to classification and measurement except for the recognition
of changes in own credit risk in other comprehensive income,
for liabilities designated at fair value through profit or loss.
The application of IFRS 9 is not expected to have a material
impact on the amounts reported in the Group’s consolidated
financial statements.
Other standards, amendments and interpretations not yet
effective and not discussed above are not relevant or considered
significant to the Group.
3. Financial risk management
3.1 Financial risk factors
The Group’s activities expose it to a variety of financial risks.
The Group has in place a risk management programme that
seeks to limit the adverse effects on the financial performance
of the Group. The Group uses financial instruments to manage
material foreign currency and interest rate risk.
The treasury function is responsible for implementing risk
management policies applied by the Group and has a policy and
procedures manual that sets out specific guidelines on financial
risks and the use of financial instruments to manage these.
3.2 Foreign exchange risk
The Group operates internationally and is exposed to foreign
exchange risks primarily with respect to the Euro, Hong Kong
dollar and US dollar. Foreign exchange risk arises from future
commercial transactions, recognised assets and liabilities and
net investments in foreign operations. The Group may finance
some overseas investments through the use of foreign currency
borrowings. The Group does not actively seek to hedge risks
arising from foreign currency translations due to their non-cash
nature and the high costs associated with such hedging;
however when there is a material committed foreign currency
exposure the foreign exchange risk will be hedged.
The sensitivity analysis has been prepared for the major
currencies to which the Group is exposed. Recent historical
movements in these currencies has been considered and it
has been concluded that a 5–10% movement in rates is a
reasonable benchmark.
For the year ended 31 December 2014, if the average currency
conversion rates against Sterling for the year had changed with
all other variables held constant, the Group post tax profit for
the year would have increased or decreased as shown below:
88
Savills plc Report and Accounts 2014
£m
Movement of currency against Sterling
-10.0%
-5.0%
+5.0%
+10.0%
2.3
(10.8)
(9.3)
2014
Estimated impact on post-tax profit
Euro
(0.3)
Hong Kong dollar
(0.2)
US dollar
(0.1)
Estimated impact on components of equity
Euro
Hong Kong dollar
US dollar
2013
Estimated impact on post-tax profit
0.1
Euro
(0.5)
Hong Kong dollar
US dollar
0.2
Estimated impact on components of equity
Euro
Hong Kong dollar
US dollar
3.0
(11.4)
(2.8)
(0.2)
(0.1)
–
1.2
(5.7)
(4.9)
–
(0.2)
0.1
1.6
(6.0)
(1.5)
0.2
0.1
–
(1.3)
6.3
5.4
–
0.3
(0.1)
(1.7)
6.6
1.6
0.4
0.3
0.1
(2.8)
13.3
11.3
(0.1)
0.6
(0.2)
(3.6)
13.9
3.4
3.3 Interest rate risk
The Group has both interest-bearing assets and liabilities.
The Group finances its operations through a mixture of retained
profits and bank borrowings, at both fixed and floating interest
rates. Borrowings issued at variable rates expose the Group cash
flow to interest rate risk, which is partially offset by cash held at
variable rates. Borrowings issued at fixed rates expose the Group
to fair value interest rate risk. Group policy is to maintain at least
70% of its borrowings in fixed rate instruments.
For the year ended 31 December 2014, if the average interest
rate for the year had changed with all other variables held
constant, the Group’s post-tax profit for the year and equity
would have increased or decreased as shown below:
£m
+0.5%
+1.0%
+1.5%
+2.0%
Increase in interest rates
2014
Estimated impact on
post-tax profit and equity
2013
Estimated impact on
post-tax profit and equity
0.1
0.4
0.7
0.9
0.3
0.5
0.8
1.0
Decrease in interest rates
£m
-0.5%
-1.0%
-1.5%
-2.0%
2014
Estimated impact on
post-tax profit and equity
2013
Estimated impact on
post-tax profit and equity
(0.5)
(0.8)
(0.9)
(0.9)
(0.3)
(0.5)
(0.6)
(0.6)
The rationale behind the 2.0% sensitivity analysis is based upon
historic trends in interest rate movements and the short-term
expectation that any increase or decrease greater than 2.0%
is unlikely to occur.
3.4 Credit risk
Credit risk arises from cash and cash equivalents, available-for-
sale investments, derivative financial instruments and deposits
with banks and financial institutions, as well as credit exposures
to clients, including outstanding receivables and committed
transactions. The Group has policies that require appropriate
credit checks on potential customers before engaging with them.
A risk control framework is used to assess the credit quality of
clients, taking into account financial position, past experience
and other factors.
Individual risk limits for banks and financial institutions are set
based on external ratings and in accordance with limits set by
the Board. The utilisation of credit limits is regularly monitored.
As at the reporting date, no significant credit risk existed in relation
to banking counterparties. No credit limits were exceeded during
the reporting year, and management does not expect any losses
from non-performance by these counterparties. There were no
other significant receivables or individual trade receivable balances
as at 31 December 2014. Refer to Note 19 for information on the
credit quality of trade receivables and the maximum exposure to
credit risk arising on outstanding receivables from clients.
The table below shows Group cash balances split by counterparty
ratings at the reporting date:
Counterparty rating (provided by S&P)
AA-
A+
A
A-
BBB+ or below
Total
2014
£m
11.3
37.5
88.1
3.5
17.7
158.1
2013
£m
37.8
7.7
57.8
0.7
18.2
122.2
3.5 Liquidity risk
The Group maintains appropriate committed facilities to ensure
the Group has sufficient funds available for operations and
expansion. The Group prepares an annual funding plan approved
by the Board which sets out the Group’s expected financing
requirements for the next 12 months.
Management monitors rolling forecasts of the Group’s liquidity
reserve (comprising undrawn borrowing facilities (Note 23) and
cash and cash equivalents (Note 20)) on the basis of expected
cash flow. This is carried out at local level in the operating
companies of the Group in accordance with Group practice
as well as on a Group consolidated basis.
The table below analyses the Group’s financial liabilities and
net-settled derivative financial liabilities into relevant maturity
groupings based on the remaining period from the reporting
date to the contractual maturity date. The amounts disclosed
in the table are the contractual undiscounted cash flows.
Amounts due within 12 months and non-current amounts both
equal their carrying balances, as the impact of discounting
is not significant.
£m
2014
Borrowings
Trade and other payables
2013
Borrowings
Trade and other payables
Less than
a year
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
3.9
355.0
358.9
6.8
227.1
233.9
–
16.0
16.0
3.0
–
3.0
–
3.3
3.3
–
0.2
0.2
–
2.2
2.2
–
–
–
3.6 Capital risk management
The Group’s objectives when managing capital are:
–
–
to safeguard the Group’s ability to provide returns for
shareholders and benefits for other stakeholders; and
to maintain an optimal capital structure to reduce the cost
of capital.
Savills plc is not subject to any externally imposed capital
requirements, with the exception of its FCA (Financial Conduct
Authority) regulated entities, which complied with all capital
requirements during the year ended 31 December 2014.
For more information on FCA capital adequacy requirements,
please visit www.cordeasavills.com.
In order to maintain an optimal capital structure, the Group may
adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt.
The Board has put in place a distribution policy which takes into
account the degree of maintainability of the Group’s different profit
streams and the Group’s overall exposure to cyclical Transaction
Advisory profits, as well as the requirement to maintain a certain level
of cash resources for working capital and corporate development
purposes. The Board will recommend an ordinary dividend broadly
reflecting the profits derived from the Group’s less volatile businesses.
In addition, when profits from the cyclical Transaction Advisory
business are strong, the Board will consider and, if appropriate,
recommend the payment of a supplemental dividend alongside the
final ordinary dividend. The value of any such supplemental dividend
will vary depending on the performance of the Group’s Transaction
Advisory business and the Group’s anticipated working capital and
corporate development requirements through the cycle. It is intended
that, in normal circumstances, the combined value of the ordinary and
supplemental dividends declared in respect of any year are covered at
least 1.5 times by statutory retained earnings and/or at least 2.0 times
by underlying profits after taxation.
The Group’s policy is to borrow centrally if required to meet
anticipated funding requirements. These borrowings, together with
cash generated from operations, are then on-lent or contributed
as equity to certain subsidiaries. The Board of Directors monitors
a number of debt measures on a rolling forward 12-month basis
including gross cash by location; gross debt by location; cash
subject to restrictions; total debt servicing cost to operating profit;
gross borrowings as a percentage of EBITDA (earnings before
interest, tax, depreciation and amortisation); and forecast headroom
against available facilities. These internal measures indicate the levels
of debt that the Group has and are closely monitored to ensure
compliance with banking covenants and to confirm that the
Group has sufficient unused facilities.
Savills plc Report and Accounts 2014
89
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
The capital structure is as follows:
£m
Equity
Cash and cash equivalents
Borrowings
Net cash
3.7 Categories of financial instruments
Group
Company
2014
330.3
158.1
(3.9)
154.2
2013
270.8
122.2
(9.8)
112.4
2014
188.6
78.1
–
78.1
Financial assets:
Available-for-sale investments
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Total financial assets
Financial liabilities:
Borrowings
Trade and other payables
Total financial liabilities
Financial
assets at
fair value
2014
£m
Available-
for-sale
financial
assets
2014
£m
Loans and
receivables
2014
£m
Total
carrying
amount
2014
£m
Financial
assets at
fair value
2013
£m
Available-
for-sale
financial
assets
2013
£m
Loans and
receivables
2013
£m
–
–
–
–
–
11.7
–
–
–
11.7
–
269.2
–
158.1
427.3
11.7
269.2
–
158.1
439.0
–
–
0.1
–
0.1
14.8
–
–
–
14.8
–
207.7
–
122.2
329.9
Financial
liabilities at
amortised
cost
2014
£m
Total
carrying
amount
2014
£m
Financial
liabilities at
amortised
cost
2013
£m
3.9
376.5
380.4
3.9
376.5
380.4
9.8
227.3
237.1
3.8 Fair value estimation
The following table presents the Group’s assets and liabilities that are measured at fair value at 31 December 2014:
2013
148.1
70.9
–
70.9
Total
carrying
amount
2013
£m
14.8
207.7
0.1
122.2
344.8
Total
carrying
amount
2013
£m
9.8
227.3
237.1
£m
2014
Assets
Available-for-sale investments
– Unlisted
Total assets
Equity
Shares to be issued
Total equity
Level 1
Level 2
Level 3
Total
–
–
–
–
11.7
11.7
34.9
34.9
–
–
–
–
11.7
11.7
34.9
34.9
The following table presents the Group’s assets and liabilities that are measured at fair value at 31 December 2013:
£m
2013
Assets
Available-for-sale investments
– Unlisted
Derivative financial instruments
Total assets
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Savills plc Report and Accounts 2014
Level 1
Level 2
Level 3
Total
–
–
–
14.8
0.1
14.9
–
–
–
14.8
0.1
14.9
The fair value of unlisted available-for-sale investments is determined using valuation techniques using observable market data
where available and rely as little as possible on entity estimates. The fair value of investment funds is based on underlying asset
values determined by the Fund Manager’s audited annual financial statements. The fair value of other unlisted investments is
based on price earnings models. These instruments are included in Level 2.
The fair value of derivative financial instruments is determined by using valuation techniques using observable market data. The fair
value of derivative financial instruments is based on the market value of similar instruments with similar maturities. These instruments
are included in Level 2.
Shares to be issued were fair valued using the Actuarial Binomial model of actuaries Lane Clark & Peacock LLP. Refer to Note 17.6(a)
for further information on the shares to be issued. These instruments are included in Level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
Level 1 instruments are those whose fair values are based on quoted market prices. The Group has no Level 1 instruments.
4. Offsetting financial assets and financial liabilities
The table below shows the amounts of financial assets and financial liabilities before and after offsetting. The amounts offset in
the balance sheet were established in accordance with IAS 32. The assets and liabilities offset stem from the multi-currency
cash pooling implemented within the Group.
£m
As at 31 December 2014
Assets
Cash and cash equivalents
Liabilities
Bank overdrafts
As at 31 December 2013
Assets
Cash and cash equivalents
Liabilities
Bank overdrafts
Gross financial
assets/(liabilities)
Amounts offset in
the balance sheet
Net amount in the
balance sheet
292.0
(133.9)
158.1
(133.9)
133.9
–
249.2
(127.0)
122.2
(127.0)
127.0
–
Savills plc Report and Accounts 2014
91
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
5. Critical accounting estimates and management
judgements
Estimates are continually evaluated and are based on historical
experience, current market conditions and other factors including
expectations of future events that are believed to be reasonable
under the circumstances. Actual results may differ from these
estimates. Changes in accounting estimates may be necessary
if there are changes in circumstances on which the estimate
was based, or as a result of new information or more experience.
The estimates and management judgements that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year
are discussed below.
(a) Pension benefits
The present value of the defined benefit pension obligations
depends on a number of factors that are determined on an
actuarial basis using a number of assumptions including the
discount rate. Any changes in these assumptions will impact the
carrying amount of pension obligations. The Group determines the
appropriate discount rate at the end of each year. In determining
the appropriate discount rate, the Group considers the interest
rates of high-quality corporate bonds that are denominated in the
currency in which the benefits will be paid and that have terms to
maturity approximating the terms of the related pension liability.
Other key assumptions for pension obligations are based in part
on current market conditions. Additional information is disclosed
in Note 10.
(b) Income taxes
The Group is subject to income taxes in numerous jurisdictions.
Judgement is required in determining the provision for income
taxes. There are transactions and calculations for which the
ultimate tax determination is uncertain. Where the final tax
outcome of these matters is different from the amounts that
were initially recorded, such differences will impact the income
tax and deferred tax provisions in the period in which such
determination is made.
(c) Deferred taxes
The recognition of deferred tax assets is based upon whether
it is probable that sufficient and suitable taxable profits will be
available in the future, against which the reversal of temporary
differences can be deducted. Recognition, therefore, involves
judgement regarding the future financial performance of the
particular legal entity or tax group in which the deferred tax asset
has been recognised, especially with regard to the extent that
future taxable profits will be available against which losses can
be utilised. Additional information is disclosed in Note 18.
(d) Estimated impairment of assets
The Group tests annually whether goodwill has suffered any
impairment. All other assets are tested for impairment where
there are indicators of impairment.
The recoverable amounts of cash-generating units have been
determined based on value-in-use calculations. The use of this
method requires the estimate of future cash flows expected to
arise from the continuing operation of the cash-generating unit
and the choice of a suitable discount rate in order to calculate
the present value. Actual outcomes could vary significantly
from these estimates. The estimates used in these financial
statements are contained in Note 15.2.
(e) Valuation of intangible assets and useful life
The Group has made assumptions in relation to the potential
future cash flows to be determined from separable intangible
assets acquired as part of business combinations. This
assessment involves assumptions relating to potential future
revenues, appropriate discount rates and the useful life of such
assets. These assumptions impact the income statement over
the useful life of the intangible asset.
(f) Provisions
The Group and its subsidiaries are party to various legal claims.
Provisions made within these financial statements and further
details are contained in Note 25.1. Additional claims could be
made which might not be covered by existing provisions or
by insurance as detailed in Note 29.
(g) Fair value of options granted to employees
The Group uses the Binomial Model in determining the fair
value of options granted to employees under the Group’s various
schemes as detailed in the Remuneration report. Information
on such assumptions is contained in Note 27.6. The alteration
of these assumptions may impact charges to the income
statement over the vesting period of the award.
(h) Award of options and deferred shares to employees
The Group applies judgement in deciding the proportion of
the available bonus pool to be awarded to employees under its
long-term share-based incentive scheme. The Group’s current
policy is to deduct from the bonus pool an amount equal to the
market value of the share price on the date of award. Under IFRS,
the value of award is spread over the vesting period and charged
to the income statement.
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Savills plc Report and Accounts 2014
6. Segment analysis
Operating segments reflect internal management reporting to the Group’s chief operating decision maker, defined as the Group
Executive Board (GEB). The operating segments are determined based on differences in the nature of their services. Geographical
location also strongly affects the Group and both are therefore disclosed. The reportable operating segments derive their revenue
primarily from property related services. Refer to the Group overview on page 1 and the Segmental reviews on pages 28 to 31 for
further information on revenue sources.
Operations are based in four main geographical areas. The UK is the home of the parent Company with segment operations
throughout the region. Asia Pacific segment operations are based in Hong Kong, Macau, China, South Korea, Japan, Taiwan,
Thailand, Singapore, Vietnam, Australia and Indonesia. Continental Europe segment operations are based in Germany, France,
Spain, Netherlands, Belgium, Sweden, Italy, Ireland and Poland. United States segment operations are based in a number of
states throughout the region. The sales location of the client is not materially different from the location where fees are received
and where the segment assets are located.
Within the UK, both commercial and residential services are provided. Other geographical areas, although largely commercial
based, also provide residential services, in particular Hong Kong, China, Vietnam, Singapore, Australia, Taiwan and Thailand.
The GEB assesses the performance of operating segments based on a measure of underlying profit before tax which adjusts
reported pre-tax profit by profit/(loss) on disposals, share-based payment adjustment, restructuring costs, acquisition related
costs, amortisation and impairment of goodwill and intangible assets (excluding software) and impairment of available-for-sale
investments, joint ventures or associates. Segmental assets and liabilities are not measured or reported to the GEB, but
non-current assets are disclosed geographically on page 94.
The segment information provided to the GEB for revenue and profits for the year ended 31 December 2014 is as follows:
2014
Revenue
United Kingdom – commercial
– residential
Total United Kingdom
Continental Europe
Asia Pacific – commercial
– residential
Total Asia Pacific*
United States
Total revenue
Underlying profit/(loss) before tax
United Kingdom – commercial
– residential
Total United Kingdom
Continental Europe
Asia Pacific – commercial
– residential
Total Asia Pacific
United States
Underlying profit/(loss) before tax**
Transaction
Advisory
£m
Consultancy
£m
Property and
Facilities
Management
£m
Investment
Management
£m
Other
£m
Total
£m
84.1
129.2
213.3
51.1
96.3
21.6
117.9
112.3
494.6
14.0
19.7
33.7
1.3
16.7
3.7
20.4
12.4
67.8
126.9
41.3
168.2
18.8
30.0
–
30.0
–
217.0
13.1
6.3
19.4
1.4
2.6
–
2.6
–
23.4
79.8
25.1
104.9
26.6
207.1
–
207.1
–
338.6
7.3
2.2
9.5
(2.6)
11.7
–
11.7
–
18.6
28.0
–
28.0
–
–
–
–
–
28.0
4.4
–
4.4
–
–
–
–
–
4.4
–
–
–
–
–
–
–
–
–
(13.7)
–
(13.7)
–
–
–
–
–
(13.7)
318.8
195.6
514.4
96.5
333.4
21.6
355.0
112.3
1,078.2
25.1
28.2
53.3
0.1
31.0
3.7
34.7
12.4
100.5
Savills plc Report and Accounts 2014
93
Overview | Strategy | Performance | Governance | Financial statements
Notes to the financial statements
Year ended 31 December 2014 continued
The segment information provided to the GEB for revenue and profits for the year ended 31 December 2013 is as follows:
2013
Revenue
United Kingdom – commercial
– residential
Total United Kingdom
Continental Europe
Asia Pacific – commercial
– residential
Total Asia Pacific*
United States
Total revenue
Underlying profit/(loss) before tax
United Kingdom – commercial
– residential
Total United Kingdom
Continental Europe
Asia Pacific – commercial
– residential
Total Asia Pacific
United States
Underlying profit/(loss) before tax**
Transaction
Advisory
£m
Consultancy
£m
Property and
Facilities
Management
£m
Investment
Management
£m
Other
£m
Total
£m
73.4
118.0
191.4
38.0
99.3
22.7
122.0
6.8
358.2
10.3
19.0
29.3
(3.0)
16.6
5.9
22.5
(1.6)
47.2
115.6
33.1
148.7
15.6
27.3
–
27.3
–
191.6
9.4
4.9
14.3
1.4
1.9
–
1.9
–
17.6
73.2
23.0
96.2
27.7
205.1
–
205.1
–
329.0
6.5
2.3
8.8
(2.3)
11.1
–
11.1
–
17.6
26.0
–
26.0
–
–
–
–
–
26.0
2.9
–
2.9
–
–
–
–
–
2.9
–
–
–
–
–
–
–
–
–
(10.1)
–
(10.1)
–
–
–
–
–
(10.1)
288.2
174.1
462.3
81.3
331.7
22.7
354.4
6.8
904.8
19.0
26.2
45.2
(3.9)
29.6
5.9
35.5
(1.6)
75.2
*
**
Revenues of £147.5m (2013: £156.1m) are attributable to the Hong Kong and Macau region.
Transaction Advisory underlying profit before tax includes depreciation of £3.7m (2013: £2.9m), software amortisation of £0.4m (2013: £0.4m) and share of post-tax profit
from joint ventures and associates of £3.0m (2013: £3.9m). Consultancy underlying profit before tax includes depreciation of £1.5m (2013: £1.5m), software amortisation
of £0.3m (2013: £0.3m) and share of post-tax profit from joint ventures and associates of £0.2m (2013: £0.1m). Property and Facilities Management underlying profit
before tax includes depreciation of £2.1m (2013: £2.2m), software amortisation of £0.6m (2013: £0.4m) and share of post-tax profit from joint ventures and associates
of £3.7m (2013: £3.1m). Investment management underlying profit before tax includes depreciation of £0.1m (2013: £0.1m), software amortisation of £0.2m (2013: £0.1m)
and share of post-tax profit from joint ventures and associates of £nil (2013: £nil). Included in Other underlying profit is depreciation of £1.0m (2013: £0.9m), software
amortisation of £0.5m (2013: £0.6m) and share of post-tax profit from joint ventures and associates of £0.1m (2013: £0.1m).
The Other segment includes costs and other expenses at holding company and subsidiary levels, which are not directly attributable
to the operating activities of the Group’s business segments.
A reconciliation of underlying profit before tax to profit before tax is provided in Note 8.
Inter-segmental revenue is not material.
Non-current assets by geography are set out below:
Non-current assets
United Kingdom
Continental Europe
Asia Pacific
United States
Total non-current assets
2014
£m
2013
£m
83.1
41.5
66.0
120.3
310.9
79.6
43.2
62.9
15.5
201.2
Non-current assets include goodwill and intangible assets, plant, property and equipment and investments in joint ventures and
associates. Available-for-sale investments, non-current receivables and deferred tax assets are not included.
94
Savills plc Report and Accounts 2014
7. Operating profit
7.1 Other operating expenses and income
Operating profit is stated after charging/(crediting):
Other operating expenses include:
– Net foreign exchange losses (excluding net gains on forward foreign exchange contracts)
– Net gain on forward foreign exchange contracts
– Impairment of available-for-sale investment
– Provision for receivables impairment
– Restructuring costs*
– Acquisition related costs**
– Loss on sale of property, plant and equipment
– Operating lease costs
Group
2014
£m
0.3
–
0.6
9.0
0.9
16.6
0.2
36.4
2013
£m
0.4
(0.1)
–
6.8
5.2
–
0.4
31.8
Other income – dividend and investment income
(0.7)
(0.4)
*
**
Restructuring costs include staff costs of £0.9m (2013: £1.2m). 2013 also included legal and other costs of £0.2m and onerous lease and related property costs
of £3.8m.
Acquisition related costs include £6.7m of transaction fees and £9.9m of provisions for the future payments in relation to the acquisition of Studley, Inc. in May 2014.
7.2 Income Statement of the Company
As permitted by Section 408 of the Companies Act 2006, the income statement and statement of comprehensive income of the
Company are not presented as part of these financial statements. The Company has produced its own income statement and
statement of comprehensive income for approval by its Board. The Company receives dividends from subsidiaries and charges
subsidiaries for the provision of Group-related services. The profit after income tax of the Company for the year was £37.0m
(2013: £44.6m).
7.3 Fees payable to the Company’s auditor, PricewaterhouseCoopers LLP, and its associates
Audit services
Fees payable to the Company’s auditors for the audit of parent Company
Fees payable to the Company’s auditors for the audit of the Company’s subsidiaries
Other assurance services
Tax advisory services
Tax compliance services
Services relating to corporate finance transactions
Other services
Total
Group
2014
£m
2013
£m
0.2
1.0
1.2
–
0.2
–
1.3
0.1
1.6
2.8
0.2
0.7
0.9
0.1
0.1
0.1
0.1
0.2
0.6
1.5
Savills plc Report and Accounts 2014
95
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
8. Underlying profit before tax
Reported profit before tax
Adjustments:
Amortisation of intangible assets (excluding software) (Note 15)
Impairment of available-for-sale investment (Note 17.2)
Share-based payment adjustment
(Profit)/loss on disposal of available-for-sale investments (Note 17.2)
Restructuring costs
Acquisition related costs
Underlying profit before tax
2014
£m
84.7
2.6
0.6
(2.9)
(2.0)
0.9
16.6
100.5
2013
£m
70.1
2.1
–
(2.5)
0.3
5.2
–
75.2
The Directors regard the above adjustments necessary to give a fair picture of the underlying results of the Group for the year.
The adjustment for share-based payment relates to the impact of the accounting standard for share-based compensation. The
annual bonus is paid in a mixture of cash and deferred shares and the proportions can vary from one year to another. Under IFRS
the deferred share element is amortised to the income statement over the vesting period whilst the cash element is expensed in the
year. The adjustment above addresses this by adding to or deducting from profit the difference between the IFRS 2 charge and the
effective value of the annual share award in order better to match the underlying staff costs in the year with the revenue recognised
in the same period.
Profit on disposal of available-for-sale investments includes a £1.7m profit from the disposal of the Group’s 3.03% holding in Pinnacle
Regeneration Group Limited in January 2014, the final receipt in relation to the disposal of the Group’s 4.3% shareholding in IPD
Group Ltd in 2012 (£0.5m) and a £0.2m loss arising from the disposal of the Group’s 2.03% shareholding in the Cordea Savills
Student Hall Fund in July 2014.
Acquisition related costs include transaction costs of £6.7m and £9.9m of provisions for future payments in relation to the Studley, Inc.
acquisition, which are expensed through the income statement to reflect the requirement for the recipients to remain actively engaged
in the business at the payment date.
9. Employees
9.1 Employee benefits expense
Basic salaries and wages
Profit share and commissions
Wages and salaries
Social security costs
Other pension costs
Share-based payments
9.2 Staff numbers
The monthly average number of employees (including Directors) for the year was:
United Kingdom
Continental Europe
Asia Pacific
United States
Group
2014
£m
360.3
260.1
620.4
49.4
19.0
10.5
699.3
2013
£m
328.2
168.9
497.1
44.9
18.0
10.4
570.4
Group
2014
2013
3,962
831
22,669
364
27,826
3,718
845
21,691
33
26,287
The average number of UK employees (including Directors) during the year included 147 employed under fixed-term and temporary
contracts (2013: 160).
96
Savills plc Report and Accounts 2014
9.3 Key management compensation
Key management
– Short-term employee benefits
– Post-employment benefits
– Share-based payments
Group
2014
£m
17.1
0.2
2.6
19.9
2013
£m
14.0
0.2
2.8
17.0
The key management of the Group for the year ended 31 December 2014 comprised Executive Directors and the GEB members.
Details of Directors’ remuneration is contained in the Remuneration report on pages 61 to 68.
During the year nine (2013: eight) GEB members made aggregate gains totalling £6.3m (2013: £3.7m) on the exercise of options
under the PSP and DSBP schemes (2013: ESOS, DSP and DSBP schemes).
Retirement benefits under the defined benefit scheme are accruing for three (2013: three) GEB members and benefits are accruing
under a defined contribution scheme in Hong Kong for two (2013: two) GEB members.
10. Pension schemes
10.1 Defined contribution plans
The Group operates the Savills UK Group Personal Pension Plan, a defined contribution scheme, a number of defined contribution
individual pension plans and a Mandatory Provident Fund Scheme in Hong Kong, to which it contributes. The total pension charges
in respect of these plans were £19.0m (2013: £18.0m). The amount outstanding as at 31 December 2014 in relation to defined
contribution schemes is £1.4m (2013: £1.1m).
10.2 Defined benefit plan
The Pension Plan of Savills (the ‘Plan’) provided final salary pension benefits to some employees, but was closed with regard to future
service-based benefit accrual with effect from 31 March 2010. From 1 April 2010, pension benefits for former employees of the Plan
are provided through the Group’s defined contribution Personal Pension Plan.
The assets of the scheme are held separately from those of the Group, and invested in managed fund units. The contributions are
determined by an independent qualified actuary on the basis of triennial valuations.
A full actuarial valuation was carried out as at 31 March 2013 and has been updated to 31 December 2014 by a qualified
independent actuary.
The table below outlines the Group’s and Company’s defined benefit pension amounts:
Liability in the statement of financial position
Income statement charge included in finance costs
Actuarial (losses)/gains included in other comprehensive income
The amounts recognised in the statement of financial position are as follows:
Present value of funded obligations
Fair value of plan assets
Liability recognised in the statement of financial position
Group
Company
2014
£m
19.4
0.3
(15.9)
2013
£m
12.7
1.1
7.0
2014
£m
1.1
–
(0.9)
2013
£m
0.7
0.1
0.4
Group
2014
£m
225.9
(206.5)
19.4
2013
£m
189.0
(176.3)
12.7
Company
2014
£m
12.5
(11.4)
1.1
2013
£m
10.4
(9.7)
0.7
Savills plc Report and Accounts 2014
97
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
The movement in the defined benefit obligation over the year is as follows:
Group
Present
value of
obligation
£m
Fair
value of
plan assets
£m
189.0
(176.3)
8.4
(8.1)
–
33.3
(1.3)
–
(3.5)
225.9
(16.1)
–
–
(9.5)
3.5
(206.5)
Present
value of
obligation
£m
179.6
8.2
Group
Fair
value of
plan assets
£m
(151.7)
(7.1)
–
6.3
2.4
(5.6)
–
(1.9)
189.0
(10.1)
–
–
–
(9.3)
1.9
(176.3)
Present
value of
obligation
£m
10.4
0.5
–
1.9
(0.1)
–
(0.2)
12.5
Company
Fair
value of
plan assets
£m
(9.7)
(0.5)
(0.9)
–
–
(0.5)
0.2
(11.4)
Company
Present
value of
obligation
Fair
value of
plan assets
£m
9.9
0.5
–
0.3
0.1
(0.3)
–
(0.1)
10.4
£m
(8.4)
(0.4)
(0.5)
–
–
–
(0.5)
0.1
(9.7)
Total
£m
12.7
0.3
(16.1)
33.3
(1.3)
(9.5)
–
19.4
Total
£m
27.9
1.1
(10.1)
6.3
2.4
(5.6)
(9.3)
–
12.7
Total
£m
0.7
–
(0.9)
1.9
(0.1)
(0.5)
–
1.1
Total
£m
1.5
0.1
(0.5)
0.3
0.1
(0.3)
(0.5)
–
0.7
Group
2014
2013
3.85%
3.85%
3.00%
3.10%
2.10%
5.00%
2.10%
2.10%
3.60%
3.20%
3.00%
3.50%
2.40%
5.00%
2.50%
2.50%
4.50%
3.50%
At 1 January 2014
Interest expense/(income)
Remeasurements:
– Return on plan assets, excluding amounts included
in interest income
– Loss from change in financial assumptions
– Experience gains
Employer contributions
Benefit payments
At 31 December 2014
At 1 January 2013
Interest expense/(income)
Remeasurements:
– Return on plan assets, excluding amounts included
in interest income
– Loss from change in financial assumptions
– Loss from change in demographic assumptions
– Experience gains
Employer contributions
Benefit payments
At 31 December 2013
The significant actuarial assumptions were as follows:
As at 31 December
Expected rate of salary increases
Rate of increase to pensions in payment
– accrued before 6 April 1997
– accrued after 5 April 1997
– accrued after 5 April 2005
Rate of increase to pensions in deferment
– accrued before 6 April 2001
– accrued after 5 April 2001
– accrued after 5 April 2009
Discount rate
Inflation assumption
98
Savills plc Report and Accounts 2014
Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience.
These assumptions translate into an average life expectancy in years for a pensioner retiring at age 60:
Retiring at the end of the reporting year
Retiring 20 years after the end of the reporting year
– Male
– Female
– Male
– Female
The sensitivity of the defined benefit obligation to changes in the principal assumptions is:
0.1% increase in discount rates
0.1% increase in inflation rate
0.1% increase in salary increase rate
1 year increase in life expectancy
Group
2014
2013
88.7
90.2
90.6
92.2
88.6
90.1
90.5
92.1
Impact on present value
of scheme obligations
£m
(5.1)
2.5
0.9
6.8
The above sensitivity analysis is based on a change in an assumption holding all other assumptions constant. In practice, this is
unlikely to occur, and changes in some of the assumptions may be correlated.
Plan assets are comprised as follows:
Equity instruments
Diversified growth funds
Gilts
Bonds
Cash and cash equivalents
Total
2014
£m
75.6
59.7
11.8
58.8
0.6
206.5
%
37%
29%
6%
28%
–
100%
2013
£m
74.1
51.2
–
49.6
1.4
176.3
%
42%
29%
–
28%
1%
100%
No plan assets are the Group’s own financial instruments or property occupied or used by the Group.
Through the defined benefit plan, the Group is exposed to a number of risks, the most significant of which are detailed below:
(a) Asset volatility
The plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if plan assets underperform this
yield, this will create a deficit. The Plan holds a significant proportion of equities and diversified growth funds, which are expected to
outperform corporate bonds in the long term while providing volatility and risk in the short term.
(b) Changes in bond yields
A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the
Plan’s bond holdings.
(c) Inflation risk
Higher inflation will lead to higher liabilities. The majority of the Plan’s assets are either unaffected by or are loosely correlated with
inflation, meaning that an increase in inflation will also increase the deficit.
Savills plc Report and Accounts 2014
99
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
(d) Life expectancy
The majority of the Plan’s obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an
increase in the Plan’s liabilities.
Expected contributions to post-employment benefit plans for the year ending 31 December 2015 are £8.0m. The Company expects
to contribute £0.4m.
The weighted average duration of the defined benefit obligation is 24 years.
Expected maturity analysis of the undiscounted pension benefits:
Less than
a year
Between
1–2 years
Between
2–5 years
£m
2.7
£m
3.2
£m
12.4
Over
5 years
£m
592.7
Total
£m
611.0
Group
2014
£m
1.5
–
1.5
(2.0)
(0.3)
(2.3)
(0.8)
2013
£m
1.1
0.1
1.2
(0.7)
(1.1)
(1.8)
(0.6)
Group
2014
£m
2013
£m
14.2
0.6
14.8
11.7
0.5
27.0
(1.4)
–
(3.3)
(0.3)
(5.0)
22.0
12.9
(0.2)
12.7
8.7
(0.7)
20.7
(2.9)
1.2
(0.5)
0.2
(2.0)
18.7
At 31 December 2014
Pension benefit payments
11. Finance income and costs
Bank interest receivable
Fair value gain – interest rate swaps
Finance income
Bank interest payable
Net interest on defined benefit pension obligation
Finance costs
Net finance cost
12. Income tax expense
Analysis of tax expense for the year
Current tax
United Kingdom:
Corporation tax on profits for the year
Adjustment in respect of prior years
Overseas tax
Adjustment in respect of prior years
Total current tax
Deferred tax
Representing:
United Kingdom
Effect of change in tax rates on deferred tax
Overseas tax
Adjustment in respect of prior years
Total deferred tax (Note 18)
Income tax expense
100
Savills plc Report and Accounts 2014
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the UK weighted average tax rate of
21.5% (2013: 23.25%) applicable to profits of the consolidated entities as follows:
Profit before tax
Tax on profit at 21.5% (2013: 23.25%)
Effects of:
Adjustment in respect of prior years
Adjustments in respect of foreign tax rates
Utilisation of previously unprovided tax losses
Expenses and other charges not deductible for tax purposes
Effect of change in tax rates on deferred tax
Tax on joint ventures and associates
Income tax expense on profit
Group
2014
£m
84.7
2013
£m
70.1
18.2
16.3
0.8
0.4
(7.3)
11.1
–
(1.2)
22.0
(0.7)
(1.0)
(0.4)
5.0
1.2
(1.7)
18.7
The effective tax rate of the Group for the year ended 31 December 2014 is 26.0% (2013: 26.7%), which is higher (2013: higher)
than the UK weighted average applicable rate.
During the year, the UK corporation tax rate reduced from 23% to 21% with a further reduction to 20% that will be effective from
1 April 2015.
Deferred tax expected to reverse in the year ended 31 December 2015 has been remeasured using the effective rate that is expected
to apply in the period. For UK deferred tax assets the rate is 20.25% and 20% for reversals expected after that date.
The tax (charged)/credited to other comprehensive income is as follows:
Tax on items that will not be reclassified to profit or loss
Deferred tax credit/(charge) on pension actuarial losses/(gains)
Tax on items that may subsequently be reclassified to profit or loss
Current tax credit on employee benefits
Current tax credit/(charge) on foreign exchange reserves
Current tax credit on retirement benefits
Deferred tax on additional pension contributions
Deferred tax on pension – effect of tax rate change
Deferred tax (charge)/credit on employee benefits
Deferred tax credit/(charge) on revaluations of available-for-sale investments
Deferred tax credit on foreign exchange reserves
Tax on items relating to components of other comprehensive income
Group
2014
£m
3.3
3.3
3.0
0.3
2.0
(2.0)
(0.2)
(1.9)
0.1
0.1
1.4
4.7
2013
£m
(1.7)
(1.7)
4.0
(0.1)
2.1
(2.1)
(0.2)
(0.6)
(0.2)
0.1
3.0
1.3
Company
2014
£m
0.2
0.2
0.7
–
0.1
(0.1)
–
(0.6)
–
–
0.1
0.3
2013
£m
(0.1)
(0.1)
0.5
–
0.1
(0.1)
–
0.3
–
–
0.8
0.7
Savills plc Report and Accounts 2014
101
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
13. Dividends – Group and Company
Amounts recognised as distribution to equity holders in the year:
Ordinary final dividend for 2013 of 7.0p per share (2012: 6.7p)
Supplemental interim dividend for 2013 of 8.5p per share (2012: 6.0p)
Interim dividend of 3.75p per share (2013: 3.5p)
Group
2014
£m
9.0
11.0
4.9
24.9
2013
£m
8.5
7.6
4.5
20.6
The Board recommends a final dividend of 7.25p (net) per ordinary share (amounting to £9.4m) is paid, alongside the supplemental
interim dividend of 12.0p per ordinary share (amounting to £15.5m), to be paid on 18 May 2015 to shareholders on the register at
17 April 2015. These financial statements do not reflect this dividend payable.
Under the terms of the Savills plc 1992 Employee Benefit Trust (the ‘EBT’), the Trustee has waived all but 0.01p of any dividend on
each share held by the Trust.
The total paid and recommended ordinary and supplemental dividends for the 2014 financial year comprises an aggregate
distribution of 23.0p per ordinary share (2013: 19.0p per ordinary share).
14. Earnings per share
14.1 Basic and diluted earnings per share
Basic earnings per share (‘EPS’) are based on the profit attributable to owners of the Company and the weighted average number
of ordinary shares in issue during the year, excluding the shares held by the EBT, 5,565,237 shares (2013: 5,525,661 shares).
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of dilutive
potential ordinary shares, being the share options granted to employees where the exercise price is less than the average market
price of the Company’s ordinary shares during the year and where performance conditions have been met.
The earnings and the shares used in the calculations are as follows:
Basic earnings per share
Effect of additional shares issuable under option
Diluted earnings per share
2014
Earnings
£m
62.1
–
62.1
2014
Shares
million*
132.7
4.4
137.1
2014
EPS
pence
46.8
(1.5)
45.3
2013
Earnings
£m
50.8
–
50.8
2013
Shares
million
127.7
5.6
133.3
2013
EPS
pence
39.8
(1.7)
38.1
*
Included in both the basic and diluted weighted average number of shares calculations for the year ended 31 December 2014 are the 5,843,360 ordinary shares to
be issued as part of the acquisition of Studley, Inc. (refer to Note 17.6(a) for further details).
14.2 Underlying basic and diluted earnings per share
Excludes profit on disposals, share-based payment adjustment, impairment and amortisation of goodwill and intangible assets
(excluding software), impairment of available-for-sale investment and associate undertaking and restructuring costs.
Basic earnings per share
Amortisation of intangible assets (excluding software) after tax
Impairment of available-for-sale investment after tax
Share-based payment adjustment after tax
Restructuring costs after tax
(Profit)/loss on disposal of available-for-sale investment and
subsidiary after tax
Acquisition related costs after tax
Net tax effect following acquisition
Underlying basic earnings per share
Effect of additional shares issuable under option
Underlying diluted earnings per share
2014
Earnings
£m
2014
Shares
million*
62.1
1.5
0.6
(2.2)
0.9
(2.0)
16.7
(4.4)
73.2
–
73.2
132.7
–
–
–
–
–
–
–
132.7
4.4
137.1
2014
EPS
pence
46.8
1.1
0.5
(1.7)
0.7
(1.5)
12.6
(3.3)
55.2
(1.8)
53.4
2013
Earnings
£m
50.8
1.7
–
(1.8)
4.1
0.3
–
–
55.1
–
55.1
2013
Shares
million
127.7
–
–
–
–
–
–
–
127.7
5.6
133.3
2013
EPS
pence
39.8
1.3
–
(1.4)
3.2
0.2
–
–
43.1
(1.7)
41.4
*
Included in both the basic and diluted weighted average number of shares calculations for the year ended 31 December 2014 are the 5,843,360 ordinary shares to
be issued as part of the acquisition of Studley, Inc. (refer to Note 17.6(a) for further details).
102
Savills plc Report and Accounts 2014
The Directors regard the adjustments on the previous table necessary to give a fair picture of the underlying results of the Group for
the year. The adjustment for share-based payment relates to the impact of the accounting standard for share-based compensation.
The annual bonus is paid in a mixture of cash and deferred shares and the proportions can vary from one year to another. Under IFRS the
deferred share element is amortised to the income statement over the vesting period whilst the cash element is expensed in the year. The
adjustment above addresses this by adding to or deducting from profit the difference between the IFRS 2 charge and the effective value of
the annual share award in order better to match the underlying staff costs in the year with the revenue recognised in the same period.
The gross amounts of the above adjustments (Note 8) are amortisation of intangible assets (excluding software) £2.6m (2013: £2.1m), impairment
of available-for-sale investment £0.6m (2013: £nil), share-based payment adjustment £2.9m credit (2013: £2.5m credit), restructuring costs
of £0.9m (2013: £5.2m), profit on disposals of £2.0m (2013: loss of £0.3m) and acquisition related costs of £16.6m (2013: £nil).
15. Goodwill and intangible assets
Cost
At 1 January 2014
Additions through business combinations (Note 17.6)
Other additions
Disposals
Exchange movement
At 31 December 2014
Accumulated amortisation and impairment
At 1 January 2014
Amortisation charge for the year
Disposals
Exchange movement
At 31 December 2014
Net book value
At 31 December 2014
Customer/
business
relationships
£m
Investment
and property
management
contracts
£m
Goodwill
£m
Order
backlog
£m
Computer
software
£m
Total
£m
Total
£m
Group
Company
178.1
87.0
–
–
4.9
270.0
42.5
–
–
(0.5)
42.0
20.7
–
–
–
–
20.7
15.4
1.8
–
(0.1)
17.1
11.4
0.8
0.1
(0.8)
(0.3)
11.2
6.1
0.3
(0.8)
(0.1)
5.5
228.0
3.6
5.7
–
4.1
–
–
0.3
4.4
–
0.5
–
–
0.5
3.9
15.2
0.1
1.4
(1.5)
–
15.2
10.3
2.0
(1.5)
0.1
10.9
225.4
92.0
1.5
(2.3)
4.9
321.5
74.3
4.6
(2.3)
(0.6)
76.0
4.3
245.5
3.4
–
0.2
–
–
3.6
2.5
0.5
–
–
3.0
0.6
All intangible amortisation charges in the year are disclosed on the face of the income statement. The Company’s intangible assets
consist of computer software only.
Cost
At 1 January 2013
Additions through business combinations
Other additions
Disposals
Exchange movement
At 31 December 2013
Accumulated amortisation and impairment
At 1 January 2013
Amortisation charge for the year
Disposals
Exchange movement
At 31 December 2013
Net book value
At 1 January 2013
At 31 December 2013
Group
Company
Customer/
business
relationships
£m
Investment
and property
management
contracts
£m
Goodwill
£m
Computer
software
£m
179.3
1.3
–
–
(2.5)
178.1
42.6
–
–
(0.1)
42.5
136.7
135.6
20.5
–
0.2
–
–
20.7
13.6
1.8
–
–
15.4
6.9
5.3
11.8
–
–
–
(0.4)
11.4
6.1
0.3
–
(0.3)
6.1
5.7
5.3
14.6
–
2.3
(1.5)
(0.2)
15.2
10.1
1.8
(1.5)
(0.1)
10.3
4.5
4.9
Total
£m
226.2
1.3
2.5
(1.5)
(3.1)
225.4
72.4
3.9
(1.5)
(0.5)
74.3
153.8
151.1
Total
£m
4.7
–
0.3
(1.6)
–
3.4
2.9
0.5
(0.9)
–
2.5
1.8
0.9
Savills plc Report and Accounts 2014
103
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
During the year, goodwill and intangible assets were tested for impairment in accordance with IAS 36. Goodwill and intangible
assets are allocated to the Group’s cash-generating units (CGUs) identified according to country of operation and business
segment. In most cases, the CGU is an individual subsidiary or operation and these have been separately assessed and tested.
A segment-level summary of the allocation of goodwill and indefinite useful life intangible assets is presented below:
2014
United Kingdom
Continental Europe
Asia Pacific
United States
Total goodwill and indefinite life intangible assets
2013
United Kingdom
Continental Europe
Asia Pacific
United States
Total goodwill and indefinite life intangible assets
Transaction
Advisory
£m
Consultancy
£m
25.7
30.4
10.8
107.1
174.0
9.3
–
4.1
–
13.4
Property and
Facilities
Management
£m
4.9
4.7
27.8
–
37.4
Investment
Management
£m
5.4
–
–
–
5.4
Transaction
Advisory
£m
Consultancy
£m
Property and
Facilities
Management
£m
25.7
31.7
10.6
14.4
82.4
9.3
–
4.0
–
13.3
4.9
5.3
28.0
–
38.2
Investment
Management
£m
4.0
–
–
–
4.0
Total
£m
45.3
35.1
42.7
107.1
230.2
Total
£m
43.9
37.0
42.6
14.4
137.9
15.1 Method of impairment testing
All recoverable amounts were determined based on value-in-use calculations. These calculations use discounted cash flow projections
based on financial budgets and strategic plans approved by management covering a five-year period. Cash flows beyond the five-year
period are extrapolated using a terminal value. There was no impairment charge for goodwill and intangible assets arising from the
annual impairment tests conducted (2013: £nil).
15.2 Assumptions
(a) Market conditions
In general, the models used assume that the property markets in which the Group operates (which drive its revenue growth) will remain stable.
(b) Discount rate
The discount rate applied to cash flows of each CGU is based on the Group’s Weighted Average Cost of Capital (WACC). WACC is
the average cost of sources of financing (debt and equity), each of which is weighted by its respective use.
Key inputs to the WACC calculation are the risk-free rate, the equity market risk premium (the return that Savills shares provide over
the risk-free rate), beta (reflecting the risk of the Group relative to the market as a whole) and the Group’s borrowing rates.
Group WACC was adjusted for risk relative to the country in which the assets were located. The risk-adjusted discount range of rates
used in each region for impairment testing are as follows:
United Kingdom
Continental Europe
Asia Pacific
United States
2014
Discount rate range
2013
Discount rate range
9.8%
9.8%
9.5% – 14.4%
9.8%
10.9%
10.9%
9.3% – 21.0%
10.9%
(c) Long-term growth rate
To forecast beyond the five years covered by detailed forecasts, a terminal value was calculated, using average long-term growth rates.
The rates are based on the long-term growth rate in the countries in which the Group operates. The long-term growth rates used in each
region for impairment testing are as follows:
United Kingdom
Continental Europe
Asia Pacific
United States
104
Savills plc Report and Accounts 2014
2014
Long-term growth
rate range
2.0%
1.0% – 2.5%
1.5% – 5.0%
1.9%
2013
Long-term growth
rate range
2.0%
1.7% – 2.5%
1.5% – 5.3%
1.9%
15.3 Sensitivity to changes in assumptions
The level of impairment is a reflection of best estimates in arriving at value-in-use, future growth rates and the discount rate applied
to cash flow projections. Nonetheless, there are no CGUs which management considers a reasonable possible change in a key
assumption would give rise to an impairment.
Future impairments on goodwill and intangible assets relating to any of the Group’s investments may be impacted by the following factors:
Market conditions – the expectations for future market conditions are key assumptions in the determination of the cash flow projections.
For the purposes of the impairment tests, management expects the markets to remain stable.
Cost base – the cost base assumptions reflect 2014’s costs with limited growth in the fixed cost base going forward. Commissions
and profit shares are correlated to the Group’s revenue and profits and the percentage payout. These are assumed to be consistent
with existing rates.
16. Property, plant and equipment
Group
Cost
At 1 January 2014
Additions through business combinations (Note 17.6)
Additions
Disposals
Exchange movement
At 31 December 2014
Accumulated depreciation and impairment
At 1 January 2014
Charge for the year
Disposals
Exchange movement
At 31 December 2014
Net book value
At 31 December 2014
Freehold
property
£m
Short
leasehold
property
£m
Equipment
and motor
vehicles
Owned
£m
0.1
–
–
–
–
0.1
–
–
–
–
–
33.0
1.9
7.0
(6.0)
0.1
36.0
12.6
2.8
(5.8)
–
9.6
54.2
3.6
5.7
(14.5)
0.5
49.5
41.3
5.6
(14.4)
0.3
32.8
Total
£m
87.3
5.5
12.7
(20.5)
0.6
85.6
53.9
8.4
(20.2)
0.3
42.4
0.1
26.4
16.7
43.2
The Directors consider that the fair value of property, plant and equipment approximates carrying value.
Group
Cost
At 1 January 2013
Additions through business combinations
Additions
Disposals
Exchange movement
At 31 December 2013
Accumulated depreciation and impairment
At 1 January 2013
Charge for the year
Impairment
Disposals
Exchange movement
At 31 December 2013
Net book value
At 1 January 2013
At 31 December 2013
Freehold
property
£m
Short
leasehold
property
£m
Equipment
and motor
vehicles
Owned
£m
Equipment
and motor
vehicles
Leased
£m
0.1
–
–
–
–
0.1
–
–
–
–
–
–
0.1
0.1
20.6
–
14.8
(2.4)
–
33.0
12.9
2.0
–
(2.3)
–
12.6
7.7
20.4
50.8
0.1
8.5
(4.4)
(0.8)
54.2
40.1
5.6
0.1
(4.0)
(0.5)
41.3
10.7
12.9
0.1
–
–
(0.1)
–
–
0.1
–
–
(0.1)
–
–
–
–
Total
£m
71.6
0.1
23.3
(6.9)
(0.8)
87.3
53.1
7.6
0.1
(6.4)
(0.5)
53.9
18.5
33.4
Savills plc Report and Accounts 2014
105
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
Company
Cost
At 1 January 2014
Additions
Disposals
At 31 December 2014
Accumulated depreciation and impairment
At 1 January 2014
Charge for the year
At 31 December 2014
Net book value
At 31 December 2014
Company
Cost
At 1 January 2013
Additions
Disposals
At 31 December 2013
Accumulated depreciation and impairment
At 1 January 2013
Charge for the year
Disposals
At 31 December 2013
Net book value
At 1 January 2013
At 31 December 2013
Freehold
property
£m
Short
Leasehold
Property
£m
Equipment
and motor
vehicles
£m
0.1
–
–
0.1
–
–
–
0.1
0.4
0.2
(0.3)
0.3
0.2
–
0.2
0.1
5.4
1.1
–
6.5
3.1
1.2
4.3
2.2
Freehold
property
£m
Short
Leasehold
Property
£m
Equipment
and motor
vehicles
£m
0.1
–
–
0.1
–
–
–
–
0.1
0.1
1.4
11.8
(12.8)
0.4
0.2
–
–
0.2
1.2
0.2
5.3
2.2
(2.1)
5.4
4.3
0.9
(2.1)
3.1
1.0
2.3
Total
£m
5.9
1.3
(0.3)
6.9
3.3
1.2
4.5
2.4
Total
£m
6.8
14.0
(14.9)
5.9
4.5
0.9
(2.1)
3.3
2.3
2.6
106
Savills plc Report and Accounts 2014
17. Investments and transactions
17.1 Group – Investments in joint ventures and associates
Cost or valuation
At 1 January 2014
Additions through business combinations
Additions
Loans repaid
Exchange movement
At 31 December 2014
Share of profit
At 1 January 2014
Group’s share of retained profit
Dividends received
Exchange movement
At 31 December 2014
Total
At 31 December 2014
Cost or valuation
At 1 January 2013
Additions
Loans advanced
Loans repaid
Exchange movement
At 31 December 2013
Share of profit
At 1 January 2013
Group’s share of retained profit
Dividends received
Exchange movement
At 31 December 2013
Total
At 31 December 2013
Joint ventures
Associates
Investment
£m
Loans
£m
Total
£m
Investment
£m
Goodwill
£m
2.6
–
1.9
–
0.2
4.7
4.3
3.7
(3.1)
0.3
5.2
2.5
–
–
(0.6)
–
1.9
–
–
–
–
–
5.1
–
1.9
(0.6)
0.2
6.6
4.3
3.7
(3.1)
0.3
5.2
1.8
2.0
0.2
(0.3)
0.2
3.9
5.2
3.3
(2.3)
–
6.2
0.3
–
–
–
–
0.3
–
–
–
–
–
Total
£m
2.1
2.0
0.2
(0.3)
0.2
4.2
5.2
3.3
(2.3)
–
6.2
9.9
1.9
11.8
10.1
0.3
10.4
Joint ventures
Associates
Investment
£m
Loans
£m
Total
£m
Investment
£m
Goodwill
£m
2.4
0.4
–
–
(0.2)
2.6
5.3
3.0
(4.0)
–
4.3
2.5
–
0.3
(0.3)
–
2.5
–
–
–
–
–
4.9
0.4
0.3
(0.3)
(0.2)
5.1
5.3
3.0
(4.0)
–
4.3
1.9
–
0.1
–
(0.2)
1.8
2.4
4.2
(1.3)
(0.1)
5.2
0.2
0.1
–
–
–
0.3
–
–
–
–
–
Total
£m
2.1
0.1
0.1
–
(0.2)
2.1
2.4
4.2
(1.3)
(0.1)
5.2
6.9
2.5
9.4
7.0
0.3
7.3
The Group does not have any joint ventures or associates that are individually material.
The joint ventures and associates have no significant liabilities to which the Group is exposed, nor has the Group any significant
contingent liabilities or capital commitments in relation to its interests in the joint ventures and associates.
Savills plc Report and Accounts 2014
107
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
17.2 Group – Available-for-sale investments
At 1 January
Additions
Disposals
Net fair value gain transferred to other comprehensive income
Impairment through the income statement
Exchange movement
At 31 December
Available-for-sale investments comprise the following:
Unlisted securities UK – equity securities
UK – investment funds
European – limited partnerships
European – investment funds
Asia Pacific – equity securities
Available-for-sale investments are denominated in the following currencies:
Sterling
Euro
Other
Group
2014
£m
14.8
0.4
(3.0)
0.3
(0.3)
(0.5)
11.7
Group
2014
£m
1.0
2.3
0.1
8.0
0.3
11.7
Group
2014
£m
3.3
8.1
0.3
11.7
2013
£m
15.0
0.2
(2.3)
1.8
–
0.1
14.8
2013
£m
2.0
3.4
0.1
9.0
0.3
14.8
2013
£m
5.4
9.1
0.3
14.8
At 31 December 2014, the Group held the following principal available-for-sale investments:
Investment
SPF Private Clients Limited (registered in England and Wales)
Cordea Savills Dawn Syndication LP (registered in England and Wales)
Cordea Savills Italian Opportunities Fund 1 (registered in Luxembourg)*
Cordea Savills Italian Opportunities Fund 2 (registered in Luxembourg)
Serviced Land No. 2 LP (registered in England and Wales)
Cordea Savills German Retail Fund (registered in Luxembourg)
Cordea Savills Nordic Retail Fund (registered in Luxembourg)
Cordea Savills UK Property Ventures No. 1 LP (registered in England and Wales)
Prime London Residential Development Fund (registered in England and Wales)
Holding
Principal activity
19.99% General insurance, mortgage broking
and personal financial planning services
Investment property fund
3.50%
Investment property fund
2.81%
Investment property fund
1.34%
UK land investment fund
1.97%
Retail investment property fund
1.94%
Retail investment property fund
11.33%
UK land investment fund
4.15%
3.19% London Residential Development Fund
* This holding relates to Class C ordinary shares. The Group also holds 100% of Class A1 preference shares and 4.0% of Class B preference shares in this fund.
The Group transferred losses of £0.3m (2013: £nil) from equity to the income statement relating to impairments of available-for-sale
investments. An additional £0.3m impairment charge was recognised directly in the income statement (2013: £nil).
In January 2014 the Group recognised a profit on disposal of £1.7m in relation to the disposal of its shareholding in Pinnacle
Regeneration Group Limited. In July 2014 the Group recognised a loss on disposal of £0.2m in relation to the disposal of its
shareholding in Cordea Savills Student Hall Fund. During 2014, the Group recognised the final receipt of £0.5m in relation to the
disposal of the Group’s 4.3% shareholding in IPD Group Ltd in 2012.
The Group does not exert significant influence over these businesses, and therefore does not equity account for these investments.
These shareholdings are treated as trade investments and held at fair value.
108
Savills plc Report and Accounts 2014
The fair value of unlisted securities is based on underlying asset values and price earnings models. The fair value of investment
funds is determined by the Fund Manager’s annual audited financial statements.
At 31 December 2014 the Group held conditional commitments to co-invest £0.2m (2013: £0.4m) in the Cordea Savills UK
Property Ventures Fund No. 1 LP, £0.1m (2013: £0.1m) in the Cordea Savills Italian Opportunities Fund 2 and £0.1m in the Prime
London Residential Development Fund (2013: £0.5m).
17.3 Group – Investments in subsidiaries
The principal subsidiaries of the Group which, in the Directors’ opinion principally affect the figures shown in the financial statements, are
shown below together with details of their main activities and place of business. Except where otherwise noted, they are wholly-owned,
have share capital wholly comprised of ordinary shares and are consolidated into the Group financial statements. Holding interests are
the same as voting interests. The shares/interests of the principal subsidiaries below are all held indirectly by the Company.
A full list of the Group’s subsidiaries is available from the registered office of Savills plc.
Subsidiary undertakings
Cordea Savills LLP+
Savills (UK) Limited
Prime Purchase Limited
Cordea Savills Investment Management Limited
Savills Studley, Inc.
Savills Commercial (Ireland) Limited
Savills Consultores Inmobiliarios SA
Savills Immobilien Beratungs GmbH
Savills SA
Savills Italy SRL
Savills Nederland Holding BV
Savills Sweden AB
Förvaltningsaktiebolaget Stadsmuren
Loudden Bygg-och Fastighetsservice AB
Savills Spolka z Organiczona
Savills Belux Group SA
Savills (Hong Kong) Limited
Savills Valuation and Professional Services Limited
Savills Property Management Limited
Guardian Property Management Limited
Savills (Singapore) Pte Limited
Savills Japan KK
Savills Property Services (Shanghai) Co Limited
Savills Property Services (Beijing) Co Limited
Savills Korea Asset Management Limited
Savills Korea Co. Limited
Savills (Vietnam) Limited
Savills (Thailand) Limited
Savills (Taiwan) Limited
Savills (Myanmar) Limited
Savills (Aust) Pty Limited
+ Limited Liability Partnership.
Country of
incorporation/
Place of business
Holding
Main activities
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United States
Ireland
Spain
Germany
France
Italy
Netherlands
Sweden
Sweden
Sweden
Poland
Belgium
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Singapore
Japan
China
China
Korea
Korea
Vietnam
Thailand
Taiwan
Myanmar
Australia
100%
Investment management
100% Property agency, consultants and management
Property buying company
100%
Asset manager
100%
Tenant representation
100%
Property consultants
100%
Property consultants
100%
Property consultants
100%
Property consultants
99.97%
Property consultants
100%
Property consultants
90.25%
Property consultants
100%
Project management
100%
Facilities management
70%
Property consultants
100%
Property consultants
99.9%
Mixed practice agency, valuation and research
100%
Valuation and research
100%
Property management
100%
Property management
100%
Property management and agency
100%
Property management and agency
100%
Property management
100%
Property management
100%
100%
Property management
Property agency and consultants
100%
Property management and agency
98%
100% Property agency, consultants and management
100%
Property agency and consultants
100% Property agency, consultants and management
99.28% Property agency, consultants and management
The total non-controlling interest for the year is £0.8m. The non-controlling interests in respect of the above subsidiaries that the
Group does not own a holding of 100% are not considered to be individually material.
See Note 17.5 for transactions with non-controlling interests and Note 20 for details on restrictions on the Group’s ability to access
cash in the Group’s Asia Pacific operating subsidiaries.
Savills plc Report and Accounts 2014
109
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
17.4 Company – Investments in subsidiaries
Cost
At 1 January 2013
Loans advanced
Loans repaid
Exchange movement
At 31 December 2013
Additions
Loans repaid
At 31 December 2014
Shares
in Group
undertaking
£m
Loans
to Group
undertakings
£m
22.3
–
–
–
22.3
34.9
–
57.2
81.6
2.3
(27.0)
0.3
57.2
–
(4.9)
52.3
Total
£m
103.9
2.3
(27.0)
0.3
79.5
34.9
(4.9)
109.5
17.5 Transactions with non-controlling interests
During the year, the Group undertook the following transactions with non-controlling interests:
Name
Savills Belux Group SA
Savills Nederland Holding BV
Savills (Aust) Holdings Pty Limited
Date
Holding
acquired
Total holding at
31 December 2014
June 2014
October 2014
November 2014
29.9%
3.25%
3.28%
99.9%
90.25%
99.28%
(a) Acquisitions of additional interest in subsidiaries
Under IFRS 10, transactions with non-controlling interests must be accounted for as equity transactions, therefore no goodwill has
been recognised. Acquisition costs related to these transactions were not significant.
In June 2014, the Group acquired an additional 29.9% of the shares in Savills Belux Group SA for consideration of £1.3m. This takes
the Group’s shareholding to 99.9%. The carrying amount of Savills Belux Group SA’s net liabilities on the date of acquisition was
£0.3m. The Group recognised an increase in non-controlling interest of £0.1m. The amount charged to retained earnings in respect
of this transaction was £1.4m.
In October 2014, the Group acquired an additional 3.25% of the shares in Savills Nederland Holding BV for consideration of £0.1m.
This takes the Group’s shareholding to 90.25%. The carrying amount of Savills Nederland Holding BV’s net liabilities on the date of
the acquisition was £1.9m. The Group recognised an increase in non-controlling interest of £0.1m. The amount charged to retained
earnings in respect of this transaction was £0.2m.
In November 2014, the Group acquired an additional 3.28% of the shares in Savills (Aust) Holdings Pty Limited for consideration
of £0.5m. This takes the Group’s shareholding to 99.28%. The carrying amount of Savills (Aust) Holdings Pty Limited’s net assets
on the date of the acquisition was £17.9m. The Group recognised a decrease in non-controlling interest of £0.5m. The amount
charged to retained earnings in respect of this transaction was £nil.
Carrying amount of non-controlling interests acquired
Consideration paid to non-controlling interests
Excess of consideration paid recognised in parent’s equity
2014
£m
0.3
(1.9)
(1.6)
110
Savills plc Report and Accounts 2014
17.6 Acquisitions of subsidiaries
(a) Studley, Inc.
On 30 May 2014 the Group acquired 100% of the share capital, by way of a Merger Agreement, of Studley, Inc. and related
companies (‘Studley’), a leading independent commercial real estate services firm specialising in tenant representation in the United
States. The acquisition will provide the Group with a strong platform in the United States from which it can continue to grow its
business in the region, as well as strengthening the Group’s global platform.
Total acquisition consideration was £116.2m, of which £40.5m was settled in cash on completion. £34.9m relates to the fair
value of 5,843,360 ordinary shares of Savills plc to be issued in three equal annual tranches commencing on the first anniversary
of completion. The shares to be issued were valued using the Actuarial Binomial model of actuaries Lane Clark & Peacock LLP.
The remainder of the acquisition consideration relates to the discounted value of unconditional promissory notes, £35.8m payable
on the first anniversary of completion and £5.0m payable on the third anniversary of completion.
Certain selling stockholders will also receive payments of up to £36.6m in the form of promissory notes payable on the third
anniversary of completion only if they remain actively engaged in the business at the payment date. Further to this, contingent bonus
consideration of up to £14.9m is payable to Studley’s staff in March 2018 subject to the achievement of certain earnings growth
targets measured over the three financial years to 31 December 2017. As required by IFRS 3 (revised) these payments are expensed
to the income statement over the relevant periods of active engagement (31 December 2014: £9.9m).
Acquisition transaction costs of £4.5m were also expensed as incurred to the income statement.
Goodwill of £85.6m and intangible assets of £4.1m relating to the order backlog have been provisionally determined. Goodwill is
attributed to the experience, reputation and expertise of key brokers and is not expected to be deductible for tax purposes.
The acquired business contributed revenue of £104.6m and underlying profit of £12.7m to the Group for the period from 1 June 2014
to 31 December 2014. Had the acquisition been made at the beginning of the financial year, revenue would have been £164.3m and
underlying profit would have been £16.6m.
The fair values of the assets acquired and liabilities assumed are provisional and will be finalised within 12 months of the acquisition
date. These are summarised below:
Property, plant and equipment
Intangible assets
Investment in associates
Deferred income tax assets
Non-current receivables
Current assets: Trade and other receivables
Current income tax receivables
Assets classified as held for sale
Cash and cash equivalents
Total assets
Current liabilities: Trade and other payables
Current income tax liabilities
Deferred income tax liabilities
Non-current trade and other payables
Net assets acquired
Goodwill
Purchase consideration
Consideration satisfied by:
Net cash paid
Fair value of shares to be transferred
Discounted value of unconditional promissory notes owing at reporting date
Provisional
fair value to
the Group
£m
5.5
4.2
2.0
10.4
4.5
21.8
1.6
8.4
23.4
81.8
(44.9)
(0.2)
(1.7)
(4.4)
30.6
85.6
116.2
40.5
34.9
40.8
116.2
The fair value of non-current and current trade and other receivables is £26.3m and includes commissions receivable with a fair value
of £19.8m. The gross contractual amount for commissions receivable is £20.7m, of which £0.6m is expected to be uncollectible.
Savills plc Report and Accounts 2014
111
Overview | Strategy | Performance | Governance | Financial statements
Notes to the financial statements
Year ended 31 December 2014 continued
(b) Other acquisitions
In May 2014, the Group completed on the acquisition of certain trade and assets of Merchant Capital KK, a Japanese asset
management company focused on real estate and real estate related assets. Total acquisition consideration was £2.2m, of which
£1.5m has been settled in cash as at the end of the financial year with a further £0.7m contingent consideration payable in 2017
based upon performance of the business. Goodwill of £1.4m and intangible assets of £0.8m relating to customer contracts have
been provisionally determined. Goodwill is attributable to the experience and expertise of key staff and strong industry reputation.
18. Deferred income tax
Deferred income tax assets and liabilities are only offset where there are legally enforceable rights to offset current tax assets against
current tax liabilities and when the deferred income tax relates to the same fiscal authority. The deferred tax assets and liabilities are
offset when realised through current tax. The deferred income tax assets and liabilities at 31 December, without taking into
consideration the offsetting balances within the same jurisdiction, are as follows:
The movement on the deferred tax account is shown below:
Deferred tax assets
– Deferred tax asset to be recovered after more than 12 months
– Deferred tax asset to be recovered within 12 months
Deferred tax liabilities
– Deferred tax liability to be recovered after more than 12 months
– Deferred tax liability to be recovered within 12 months
Group
2014
£m
34.3
7.7
42.0
(3.0)
(0.2)
(3.2)
2013
£m
23.3
3.5
26.8
(0.9)
(0.6)
(1.5)
Company
2014
£m
2.1
0.6
2.7
–
–
–
2013
£m
2.9
0.3
3.2
–
–
–
Deferred tax asset – net
38.8
25.3
2.7
3.2
At 1 January – asset
Amount credited to the income statement (Note 12)
Effect of UK tax rate change within the income statement (Note 12)
Tax charged to other comprehensive income
– Pension asset on actuarial loss/(gain)
– Pension asset on additional contributions
– Pension asset – effect of UK tax rate change within other comprehensive income
– Employee benefits
– Revaluations of available-for-sale investments
– Movement on foreign exchange reserves
Additions through business combinations (Note 17.6 (a))
Exchange movement
At 31 December – asset
Group
Company
2014
£m
25.3
5.0
–
3.3
(2.0)
(0.2)
(1.9)
0.1
0.1
8.7
0.4
38.8
2013
£m
28.2
3.2
(1.2)
(1.7)
(2.1)
(0.2)
(0.6)
(0.2)
0.1
–
(0.2)
25.3
2014
£m
3.2
–
–
0.2
(0.1)
–
(0.6)
–
–
–
–
2.7
2013
£m
2.5
0.7
(0.1)
(0.1)
(0.1)
–
0.3
–
–
–
–
3.2
Deferred income tax assets have been recognised in respect of all tax losses and other temporary differences to the extent that the
realisation of the related tax benefit through the future taxable profits is probable.
As at the reporting date the Group did not recognise deferred tax income tax assets of £0.3m (2013: £7.6m) in respect of losses
amounting to £1.5m (2013: £23.5m) that can be carried forward indefinitely against future taxable income (2013: £23.5m remained
available for offset indefinitely).
112
Savills plc Report and Accounts 2014
Deferred tax assets – Group
At 1 January 2013
Amount (charged)/credited to the income statement (Note 12)
Effect of UK tax rate change within the income statement
(Note 12)
Tax charged to other comprehensive income (Note 12)
Effect of UK tax rate change within other comprehensive
income (Note 12)
Exchange movement
At 31 December 2013
Amount (charged)/credited to the income statement (Note 12)
Tax credited/(charged) to other comprehensive income (Note 12)
Effect of tax rate change charged to other comprehensive
income (Note 12)
Additions through business combinations
Exchange movement
At 31 December 2014
Accelerated
capital
allowances
£m
1.0
(0.3)
–
–
–
–
0.7
(0.4)
–
–
–
–
0.3
Other
including
provisions
Tax losses
£m
8.0
0.3
(0.6)
–
–
(0.2)
7.5
(0.5)
–
–
3.4
–
10.4
£m
6.9
0.6
–
–
–
–
7.5
4.2
–
–
7.0
0.4
19.1
Retirement
benefits
£m
Employee
benefits
£m
6.4
0.3
–
(3.8)
(0.2)
–
2.7
0.1
1.3
(0.2)
–
–
3.9
7.6
2.1
(0.7)
(0.6)
–
–
8.4
1.8
(1.9)
–
–
–
8.3
Deferred tax liabilities – Group
At 1 January 2013
Amount (charged)/credited to the income statement (Note 12)
Effect of UK tax rate change within the income statement (Note 12)
Tax credited/(charged) to other comprehensive income (Note 12)
At 31 December 2013
Amount charged to the income statement (Note 12)
Tax credited to other comprehensive income (Note 12)
Additions through business combinations
At 31 December 2014
Net deferred tax asset
At 31 December 2014
At 31 December 2013
Deferred tax assets – Company
At 1 January 2013
Amount credited/(charged) to the income statement
Effect of UK tax rate change within the income statement
Tax (charged)/credited to other comprehensive income (Note 12)
As at 31 December 2013
Amount (charged)/credited to the income statement
Tax credited/(charged) to other comprehensive income (Note 12)
At 31 December 2014
Net deferred tax asset
At 31 December 2014
At 31 December 2013
Accelerated
capital
allowances
£m
Other
including
provisions
£m
Revaluations
£m
Intangible
assets
£m
–
(0.1)
–
–
(0.1)
(0.1)
–
–
(0.2)
(0.3)
–
–
0.1
(0.2)
–
0.1
–
(0.1)
(0.1)
–
–
(0.2)
(0.3)
–
0.1
–
(0.2)
(1.3)
0.3
0.1
–
(0.9)
(0.1)
–
(1.7)
(2.7)
Accelerated
capital
allowances
£m
Other
including
provisions
£m
Retirement
benefits
£m
Employee
benefits
£m
0.3
–
–
–
0.3
(0.1)
–
0.2
0.5
0.3
(0.1)
–
0.7
(0.2)
–
0.5
0.4
(0.1)
–
(0.2)
0.1
–
0.1
0.2
1.3
0.5
–
0.3
2.1
0.3
(0.6)
1.8
Total
£m
29.9
3.0
(1.3)
(4.4)
(0.2)
(0.2)
26.8
5.2
(0.6)
(0.2)
10.4
0.4
42.0
Total
£m
(1.7)
0.2
0.1
(0.1)
(1.5)
(0.2)
0.2
(1.7)
(3.2)
38.8
25.3
Total
£m
2.5
0.7
(0.1)
0.1
3.2
–
(0.5)
2.7
2.7
3.2
Savills plc Report and Accounts 2014
113
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
19. Trade and other receivables
Trade receivables
Less: provision for impairment of receivables
Trade receivables – net
Amounts owed by subsidiary undertakings
Other receivables
Prepayments and accrued income
Group
Company
2014
£m
257.0
(14.0)
243.0
–
22.3
42.6
307.9
2013
£m
201.7
(13.0)
188.7
–
17.6
34.2
240.5
2014
£m
–
–
–
16.3
0.1
0.8
17.2
2013
£m
–
–
–
14.1
0.3
1.6
16.0
The carrying value of trade and other receivables is approximate to their fair value.
There is no concentration of credit risk with respect to trade and other receivables as the Group has a large number of clients
internationally dispersed with no individual client owing a significant amount. The credit quality of receivables is managed at a local
subsidiary level with uncollectable amounts being impaired where necessary.
Amounts owed by subsidiary undertakings are unsecured, interest free and generally cleared within the month.
As at 31 December 2014, trade receivables of £176.9m (2013: £127.8m) were neither past due nor impaired and fully performing.
As at 31 December 2014, trade receivables of £14.0m (2013: £13.0m) were impaired and provided for. The individually impaired
receivables mainly relate to receivables from clients that have been affected by the uncertain economic conditions where funding
and completion have been delayed and cash flow has become uncertain.
The ageing of these receivables is as follows:
Up to 3 months
3 to 6 months
Over 6 months
Group
2014
£m
0.4
2.2
11.4
14.0
2013
£m
0.6
3.8
8.6
13.0
114
Savills plc Report and Accounts 2014
As at 31 December 2014, trade receivables of £66.1m (2013: £60.9m) were past due but not impaired. These relate to trade
receivables which are past due at the reporting date but are not considered impaired as there has not been a significant change
in credit quality and the amounts are still considered recoverable.
The ageing of these receivables is as follows:
Up to 3 months
3 to 6 months
Over 6 months
The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:
Sterling
Euro
Hong Kong dollar
US dollar
Australian dollar
Other*
* Other currencies include Chinese renminbi, South Korean won, Singapore dollar, Polish zloty and Swedish krona.
Movement on the provision for impairment of trade receivables is as follows:
At 1 January
Provisions for receivables impairment
Receivables written off during the year as uncollectible
Unused provisions released
Exchange movements
At 31 December
Group
2014
£m
43.8
10.3
12.0
66.1
Group
2014
£m
147.9
35.0
34.3
28.2
26.0
36.5
307.9
2013
£m
43.5
10.0
7.4
60.9
2013
£m
127.9
30.3
30.5
0.3
18.1
33.4
240.5
Group
2014
£m
(13.0)
(9.0)
1.9
6.3
(0.2)
(14.0)
2013
£m
(8.4)
(6.8)
1.2
0.8
0.2
(13.0)
The creation and release of the provision for impaired receivables have been included in other operating expenses in the income statement.
The other classes within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above.
The Group does not hold any collateral as security.
20. Cash and cash equivalents
Cash at bank and in hand
Short-term bank deposits
Group
Company
2014
£m
150.9
7.2
158.1
2013
£m
115.5
6.7
122.2
2014
£m
78.1
–
78.1
2013
£m
70.9
–
70.9
The carrying value of cash and cash equivalents approximates their fair value.
The effective interest rate on short-term bank deposits as at 31 December 2014 was 1.64% (2013: 1.98%); these deposits have an
average maturity of 59 days (2013: 62 days).
Savills plc Report and Accounts 2014
115
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
Cash subject to restrictions in Asia Pacific amounts to £18.7m (2013: £20.0m) which is cash pledged to banks in relation to property
management contracts and cash remittance restrictions in certain countries. These amounts are consolidated.
Cash and cash equivalents are denominated in the following currencies:
Sterling
Hong Kong dollar
US dollar
Euro
Chinese renminbi
Australian dollar
Japanese yen
Singapore dollar
South Korean won
Other currencies*
Group
2014
£m
9.2
39.3
38.6
16.7
19.4
6.4
12.7
4.9
5.1
5.8
158.1
2013
£m
31.0
36.9
2.3
6.4
21.4
7.1
6.4
3.1
3.5
4.1
122.2
* Other currencies include New Taiwan dollar, Macau pataca, Thai baht, Vietnamese dong, New Zealand dollar, Polish zloty and Swedish krona.
21. Trade and other payables – current
Deferred consideration
Trade payables
Amounts owed to subsidiary undertakings
Other taxation and social security
Other payables
Accruals and deferred income*
*
Includes accruals for profit shares.
Group
2014
£m
38.5
63.9
–
38.7
17.7
247.2
406.0
2013
£m
0.5
33.5
–
35.3
11.0
186.0
266.3
Company
2014
£m
78.0
–
–
0.1
–
–
–
–
–
–
78.1
Company
2014
£m
–
0.7
2.7
8.0
–
11.1
22.5
2013
£m
70.9
–
–
–
–
–
–
–
–
–
70.9
2013
£m
–
0.3
0.9
7.4
–
10.5
19.1
The carrying value of trade and other payables is approximate to their fair value.
Amounts due to subsidiary undertakings are unsecured, interest free and repayable on demand.
22. Trade and other payables – non-current
Deferred consideration
Other payables
Amounts owed to subsidiary undertakings
Group
2014
£m
14.2
7.3
–
21.5
2013
£m
–
0.2
–
0.2
Company
2014
£m
–
–
–
–
2013
£m
–
–
7.0
7.0
116
Savills plc Report and Accounts 2014
23. Borrowings
Current
Unsecured bank loans due within one year or on demand
Non-current
Unsecured bank loans
Group
2014
£m
3.9
3.9
–
–
2013
£m
6.8
6.8
3.0
3.0
Company
2014
£m
2013
£m
–
–
–
–
–
–
–
–
In February 2013 the Group entered into a £12.0m amortising term loan to finance the fit out costs for the Group’s new head office.
Interest is fixed at 2.7% via an interest rate swap until maturity date. The loan is repaid in equal quarterly instalments until May 2015.
At 31 December 2014, £3.0m was outstanding (2013: £9.0m) and due within one year (2013: £6.0m).
In November 2014 Savills (Aust) Pty Limited borrowed £1.4m as a working capital loan. The borrowings are denominated in Australian
dollars and have an effective interest rate of 5.1%. The loan is repaid in equal monthly instalments until August 2015. At 31 December,
at the year end exchange rate, £0.9m was outstanding (2013: £0.8m) and is due within one year. A similar loan entered into in
October 2013 was fully repaid during the year.
The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates at the reporting date are:
Less than 1 year
Between 1 and 2 years
The maturity of non-current borrowings is as follows:
Between 1 and 2 years
The effective interest rates at the reporting date were as follows:
Group
2014
£m
3.9
–
3.9
Group
2014
£m
–
–
2013
£m
6.8
3.0
9.8
2013
£m
3.0
3.0
Company
2014
£m
–
–
–
Company
2014
£m
–
–
2013
£m
–
–
–
2013
£m
–
–
Bank loans
The carrying amounts of borrowings are approximate to their fair value.
The carrying amounts of the Group’s borrowings are denominated in the following currencies:
Group
2014
£m
2013
£m
3.25%
2.91%
Sterling
Australian dollar
The Group has the following undrawn borrowing facilities:
Floating rate – expiring within 1 year or on demand
Floating rate – expiring between 1 and 5 years
Group
2014
£m
3.0
0.9
3.9
19.8
150.0
2013
£m
9.0
0.8
9.8
20.5
90.0
Company
2014
£m
2013
£m
–
–
–
–
–
–
–
–
–
–
On 30 April 2014 the Group exercised £60m of the £90m Accordion facility, increasing the multi-currency revolving credit facility
(‘RCF’) to £150m from £90m. The RCF expires in June 2017 and the residual £30m Accordion facility remains available. As at
31 December 2014 the RCF was undrawn.
Savills plc Report and Accounts 2014
117
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
24. Derivative financial instruments
2014
Forward foreign exchange contracts – at fair value
2013
Forward foreign exchange contracts – at fair value
Group
Company
Assets
£m
Liabilities
£m
Assets
£m
Liabilities
£m
–
–
–
–
Group
Company
Assets
£m
0.1
Liabilities
£m
Assets
£m
Liabilities
£m
–
–
–
(a) Forward foreign exchange contracts
The gross notional principal amounts of the outstanding forward foreign exchange contracts at 31 December 2014 were £4.9m
(2013: £7.0m). All contracts mature within one year and are classed as current.
Gains and losses on forward foreign exchange contracts are recognised in net foreign exchange gains and losses in the
income statement.
25. Provisions
25.1 Provisions for other liabilities and charges
At 1 January 2014
Provided during the year
Utilised during the year
Released during the year
Exchange movement
Total
Less non-current portion
Current portion
2013
Current
Non-current
Total
Professional
indemnity
claims
£m
Dilapidation
provisions
£m
Onerous
leases
£m
Restructuring
provision
£m
20.1
6.5
(5.1)
(1.7)
–
19.8
12.4
7.4
3.5
1.4
–
(0.1)
0.1
4.9
3.7
1.2
2.2
0.3
(0.4)
(0.4)
–
1.7
1.2
0.5
0.8
–
(0.3)
(0.3)
–
0.2
–
0.2
Professional
indemnity
claims
£m
8.3
11.8
20.1
Dilapidation
provisions
£m
Onerous
leases
£m
Restructuring
provision
£m
1.2
2.3
3.5
0.6
1.6
2.2
0.8
–
0.8
Group
Total
£m
26.6
8.2
(5.8)
(2.5)
0.1
26.6
17.3
9.3
Group
Total
£m
10.9
15.7
26.6
Company
£m
1.2
–
–
–
–
1.2
1.2
–
Company
£m
–
1.2
1.2
(a) Professional indemnity claims
These arise from various legal actions, proceedings and other claims that are pending against the Group and are based on
reasonable estimates, taking into account the opinions of legal counsel. The nature of the amounts provided in respect of legal
actions, proceedings and other claims is such that the extent and timing of cash flows can be difficult to estimate and the ultimate
liability may vary from the amounts provided. The non-current portion of these provisions is expected to be utilised within the next
two to five years. Included are provisions for claims relating to subsidiaries prior to their disposal.
(b) Dilapidation provisions
The Group is required to perform dilapidation repairs and in certain instances restore properties to agreed specifications prior to the
properties being vacated at the end of their lease term. These amounts are based on estimates of repair and restoration costs at a
future date and therefore a degree of uncertainty exists over the future outflows given that these are subject to repair and restoration
cost price fluctuations and the extent of repairs to be completed. The majority of the non-current portion of these provisions is
expected to be utilised within the next two to six years.
(c) Onerous leases
A provision is recognised where the costs of meeting the obligations under a lease contract exceed the economic benefits
expected to be received and is measured as the net least cost of exiting the contract, being the lower of the cost of fulfilling it and
any compensation or penalties arising from the failure to fulfil it. The majority of the non-current portion of these provisions is
expected to be utilised within the next two to four years.
(d) Restructuring provision
This provision comprises termination payments to employees affected by restructuring and lease termination penalties.
118
Savills plc Report and Accounts 2014
25.2 Employee benefit obligations
In addition to the defined benefit obligation pension scheme disclosed in Note 10, the following are included in employee
benefit obligations:
Group
At 1 January 2014
Provided during the year
Utilised during the year
Exchange movements
At 31 December 2014
The above provisions relate to holiday pay and long service leave in UK, Asia Pacific and Continental Europe. Profit shares are
included within accruals (Note 21).
The Company had no employee benefit obligations at 31 December 2014 or 31 December 2013.
The above employee benefit obligations have been analysed between current and non-current as follows:
Current
Non-current
26. Share capital – Group and Company
Authorised and allotted
Ordinary shares of 2.5p each:
Authorised
Issued, called up and fully paid
Movement in issued, called up and fully paid share capital
Group
2014
£m
6.6
9.8
16.4
2014
£m
5.1
3.4
2014
Number of shares
2013
Number of shares
202,000,000
134,891,171
202,000,000
134,280,732
At 1 January
Issued to direct participants under the Performance Share Plan
Issued to direct participants on exercise of options under the
Sharesave Scheme
Issued to direct participants on exercise of options under the
Executive Share Option Scheme (2001)
At 31 December
2014
Number of shares
134,280,732
610,439
–
–
134,891,171
2013
Number of shares
133,342,240
–
243,879
694,613
134,280,732
£m
3.4
–
–
–
3.4
Total
£m
14.2
9.0
(6.7)
(0.1)
16.4
2013
£m
6.3
7.9
14.2
2013
£m
5.1
3.4
£m
3.3
–
–
0.1
3.4
Each issued, called up and fully paid ordinary share of 2.5p is a voting share in the capital of the Company, is entitled to participate
in the profits of the Company and on winding-up is entitled to participate in the assets of the Company.
As at 31 December 2014, the Savills plc 1992 Employee Benefit Trust (the ‘EBT’) held 5,562,242 shares (2013: 5,525,661 shares).
These shares are held as ‘treasury shares’. Any voting or other similar decisions relating to these shares are taken by the trustees
of the EBT, who may take account of any recommendation of the Company. The EBT waives all but 0.01p per share of its dividend
entitlement. For further details of the EBT refer to Note 2.21.
At the Annual General Meeting (AGM) held on 12 May 2014, the shareholders gave the Company authority, subject to stated
conditions, to purchase for cancellation up to 13,428,073 of its own ordinary shares (AGM held on 8 May 2013: 13,347,638).
Such authority remains valid until the conclusion of the next AGM or 11 November 2015, whichever is the earlier.
Savills plc Report and Accounts 2014
119
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
27. Share-based payment
Details of the terms of the following schemes are contained in the Remuneration report on pages 53 to 60.
27.1 Executive Share Option Scheme (2001)
The following share options have been granted under the Executive Share Option Scheme (2001) and were outstanding at
31 December 2014:
Date of grant
17 April 2009
17 April 2009
19 April 2010
Exercise period
7 years from 17 April 2012
7 years from 17 April 2012
7 years from 19 April 2013
Approved/
unapproved
Approved
Unapproved
Unapproved
Exercise price
288.8p
288.8p
341.0p
A reconciliation of option movements over the year to 31 December 2014 is shown below:
2014
Number of
shares
’000
2013
Number of
shares
’000
10
114
176
300
10
114
176
300
Outstanding at 1 January
Exercised
Outstanding at 31 December
Exercisable at 31 December
2014
2013
Number of
shares
’000
300
–
300
300
Weighted
average
exercise
price
319.3p
–
319.3p
319.3p
Number of
shares
’000
995
(695)
300
300
Weighted
average
exercise
price
314.0p
311.7p
319.3p
319.3p
The weighted average share price on the date of exercise during the year was £nil (2013: 566.3p) and total consideration of £nil
(2013: £2.2m) was received.
The weighted average remaining contractual life of share options outstanding at 31 December 2014 is 4.9 years (2013: 5.9 years).
27.2 Sharesave Scheme
There were no options outstanding under the scheme as at 31 December 2014 and 31 December 2013. In 2013, 243,879 shares
were allotted directly to participants on the exercise of options under the Sharesave Scheme, for consideration of £0.7m.
A reconciliation of option movements over the year to 31 December 2014 is shown below:
Outstanding at 1 January
Lapsed
Exercised
Outstanding at 31 December
Exercisable at 31 December
The weighted average share price on the date of exercise during 2013 was 615.8p.
2014
2013
Number of
shares
’000
Weighted
average
exercise
price
Number of
shares
’000
–
–
–
–
–
–
–
–
–
–
245
(1)
(244)
–
–
Weighted
average
exercise
price
267.0p
267.0p
267.0p
–
–
120
Savills plc Report and Accounts 2014
27.3 Deferred Share Bonus Plan
The following awards of deferred shares, without exercise price, have been granted under the Deferred Share Bonus Plan
(the ‘DSBP’) and were outstanding at 31 December 2014:
Date of award
17 April 2009
13 April 2010
30 March 2011
30 March 2011
19 April 2012
19 April 2012
11 April 2013
11 April 2013
11 April 2013
18 June 2013
10 April 2014
10 April 2014
10 April 2014
13 May 2014
13 May 2014
Deferred period
Vesting date
2014
Number of
shares
’000
2013
Number of
shares
’000
17 April 2014
5 years
13 April 2015
5 years
3 years
30 March 2014
5 years 30 March 2016
19 April 2015
3 years
19 April 2017
5 years
11 April 2016
3 years
11 April 2017
4 years
11 April 2018
5 years
18 June 2016
3 years
10 April 2017
3 years
10 April 2018
4 years
10 April 2019
5 years
13 May 2017
3 years
13 May 2018
4 years
–
29
–
540
419
311
187
270
8
325
91
570
26
332
50
3,158
494
40
710
571
419
324
202
274
8
326
–
–
–
–
–
3,368
As at 31 December 2014, 364 (2013: 289) individuals held outstanding awards under the DSBP. Awards made under the DSBP from
2006 onwards are subject to rolled-up dividends whereby the number of shares awarded will be increased on the vesting date to
reflect dividends paid to shareholders throughout the deferred period.
A reconciliation of award movements over the year to 31 December is shown below:
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
2014
2013
Number of
shares
’000
Weighted
average
share price
at date of
exercise
3,368
1,091
(84)
(1,217)
3,158
–
–
–
–
515.6p
–
–
Number of
shares
’000
4,213
831
(91)
(1,585)
3,368
–
Weighted
average
share price
at date of
exercise
–
–
–
582.6p
–
–
The weighted average exercise price for awards granted under this scheme is £nil (2013: £nil). No awards were exercisable under this
scheme as at 31 December 2014 (31 December 2013: nil).
The weighted average remaining contractual life of share options outstanding at 31 December 2014 is 1.9 years (2013: 1.6 years).
Savills plc Report and Accounts 2014
121
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
27.4 Deferred Share Plan
The following awards of deferred shares, without exercise price, have been granted under the Deferred Share Plan (the ‘DSP’) and
remained outstanding at 31 December 2014:
Date of grant
10 September 2009
13 April 2010
13 April 2010
30 March 2011
30 March 2011
30 March 2011
27 September 2011
27 September 2011
19 April 2012
19 April 2012
19 April 2012
13 September 2012
13 September 2012
11 April 2013
11 April 2013
11 April 2013
26 June 2013
26 June 2013
19 September 2013
19 September 2013
19 September 2013
10 April 2014
13 May 2014
12 August 2014
12 August 2014
12 August 2014
Deferred period
Vesting date
2014
Number of
shares
’000
2013
Number of
shares
’000
5 years
4 years
5 years
3 years
4 years
5 years
3 years
5 years
3 years
4 years
5 years
3 years
5 years
3 years
4 years
5 years
3 years
4 years
3 years
4 years
5 years
3 years
3 years
3 years
4 years
5 years
10 September 2014
13 April 2014
13 April 2015
30 March 2014
30 March 2015
30 March 2016
27 September 2014
27 September 2016
19 April 2015
19 April 2016
19 April 2017
13 September 2015
13 September 2017
11 April 2016
11 April 2017
11 April 2018
26 June 2016
26 June 2017
19 September 2016
19 September 2017
19 September 2018
10 April 2017
13 May 2017
12 August 2017
12 August 2018
12 August 2019
–
–
1,352
–
362
348
–
43
494
6
21
112
12
69
595
52
10
33
78
13
2
255
6
29
87
154
4,133
6
331
1,412
643
362
348
110
43
508
6
21
112
12
75
632
52
10
33
78
13
2
–
–
–
–
–
4,809
As at 31 December 2014, 242 individuals (2013: 246) held outstanding awards under the DSP. Awards made under the DSP are
subject to rolled-up dividends whereby the number of shares awarded will be increased on the vesting date to reflect dividends paid
to shareholders during the deferred period.
A reconciliation of award movements over the year to 31 December is shown below:
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
2014
2013
Number of
shares
’000
Weighted
average
share price
at date of
exercise
4,809
531
(101)
(1,106)
4,133
–
–
–
–
624.2p
–
–
Number of
shares
’000
5,548
909
(115)
(1,533)
4,809
–
Weighted
average
share price
at date of
exercise
–
–
–
546.5p
–
–
The weighted average exercise price for awards granted under this scheme is £nil (2013: £nil). No awards were exercisable under this
scheme as at 31 December 2014 (31 December 2013: nil).
The weighted average remaining contractual life of share options outstanding at 31 December 2014 is 1.2 years (2013: 1.5 years).
122
Savills plc Report and Accounts 2014
27.5 Performance Share Plan
The following awards of deferred shares, without exercise price, have been granted under the Performance Share Plan (the ‘PSP’)
and were outstanding at 31 December:
Date of grant
27 May 2011
17 April 2012
17 April 2012
12 August 2014
12 August 2014
Vesting date
27 May 2014
17 April 2015
17 April 2015
12 August 2017
12 August 2014
Approved/
unapproved
2014
Number of
shares
’000
2013
Number of
shares
’000
Approved
Unapproved
Approved
Unapproved
–
34
621
10
294
959
552
34
621
–
–
1,207
As at 31 December 2014, 9 individuals (2013: 9) held outstanding awards under the PSP. Awards made under the PSP are subject
to rolled-up dividends whereby the number of shares awarded will be increased on the vesting date to reflect dividends paid to
shareholders during the deferred period.
A reconciliation of award movements over the year to 31 December is shown below:
Outstanding at 1 January
Granted
Exercised
Outstanding at 31 December
Exercisable at 31 December
2014
2013
Number of
shares
’000
Weighted
average
share price
at date of
exercise
Number of
shares
’000
Weighted
average
share price
at date of
exercise
1,207
304
(552)
959
–
–
–
614.4p
–
–
1,207
–
–
1,207
–
–
–
–
–
–
The weighted average remaining contractual life of share options outstanding at 31 December 2014 is 1.0 years (2013: 0.9 years).
Savills plc Report and Accounts 2014
123
Overview | Strategy | Performance | Governance | Financial statements Notes to the financial statements
Year ended 31 December 2014 continued
27.6 Fair value of options
Options and awards for the PSP and ESOS were valued at fair value using the Actuarial Binomial model of actuaries Lane Clark &
Peacock LLP.
The key assumptions used in the calculation are as follows:
0.5% p.a.–4.9% p.a. depending on grant date and expected life
Risk-free rate
Volatility of Company share price 25% p.a.–51% p.a. depending on grant date
Correlation
Employee turnover
Early exercise
Performance criteria
46%–57% correlation for Company share price against comparator index at grant date (PSP only)
Zero
50% of employees exercise early when options and awards are 20% in the money (ESOS only)
All vest after three years
The expected volatility is measured over the three years prior to the date of grant to match the vesting period of the award. The risk
free rate is the yield on a zero coupon UK Government bond at each grant date, with term based on the expected life of the option
or award.
Fair value of options and awards at grant dates are:
Grant
DSBP 2009
DSBP 2010
DSBP 2011
DSBP 2012
DSBP 2013
DSBP 2013
DSBP 2014
DSBP 2014
DSP 2009
DSP 2010
DSP 2011
DSP 2011
DSP 2012
DSP 2012
DSP 2013
DSP 2013
DSP 2013
DSP 2014
DSP 2014
DSP 2014
ESOS 2009
ESOS 2010
PSP 2011
PSP 2012
PSP 2014
Grant date
Fair value pence
17 April 2009
13 April 2010
30 March 2011
19 April 2012
11 April 2013
18 June 2013
10 April 2014
13 May 2014
10 September 2009
13 April 2010
30 March 2011
27 September 2011
19 April 2012
13 September 2012
11 April 2013
26 June 2013
19 September 2013
10 April 2014
13 May 2014
12 August 2014
17 April 2009
17 April 2010
27 May 2011
17 April 2012
12 August 2014
288.9
340.2
363.2
350.6
510.0
600.0
653.0
623.5
351.9
340.2
363.2
300.0
350.6
411.6
510.0
549.5
597.5
653.0
623.5
600.0
136.8
150.3
313.0
244.3
423.7
The total charge for the year relating to employee share-based payments plans was £10.5m (2013: £10.4m), all of which related to
equity-settled share-based payment transactions.
124
Savills plc Report and Accounts 2014
28. Retained earnings and other reserves
Share-
based
payments
reserve
£m
Treasury
shares
£m
Profit
and loss
account*
£m
Total
retained
earnings*
£m
Capital
redemption
reserve
£m
Foreign
exchange
reserve
£m
Balance at 1 January 2014
Profit attributable to owners of the Company
Other comprehensive (loss)/income
Employee share option scheme:
– Value of services provided
– Exercise of options
Purchase of treasury shares
Share-based payment settlement
Disposal of available-for-sale investments (net of tax)
Dividends
Transactions with non-controlling interests
Balance at 31 December 2014
Balance at 1 January 2013
Profit attributable to owners of the Company
Other comprehensive income
Employee share option scheme:
– Value of services provided
– Exercise of options
Purchase of treasury shares
Share-based payment settlement
Disposal of available-for-sale investments (net of tax)
Dividends
Transactions with non-controlling interests
Balance at 31 December 2013
24.0
–
–
10.5
(9.7)
–
–
–
–
–
24.8
25.2
–
–
10.4
(11.6)
–
–
–
–
–
24.0
(19.2)
–
–
154.6
62.1
(11.2)
–
6.8
(12.1)
–
–
–
–
(24.5)
(23.6)
–
–
–
6.6
(2.2)
–
–
–
–
(19.2)
–
2.9
–
(3.6)
–
(24.9)
(1.6)
178.3
119.5
50.8
8.5
–
5.0
–
(7.3)
–
(20.6)
(1.3)
154.6
159.4
62.1
(11.2)
10.5
–
(12.1)
(3.6)
–
(24.9)
(1.6)
178.6
121.1
50.8
8.5
10.4
–
(2.2)
(7.3)
–
(20.6)
(1.3)
159.4
0.3
–
–
–
–
–
–
–
–
–
0.3
0.3
–
–
–
–
–
–
–
–
–
0.3
14.9
–
6.1
–
–
–
–
–
–
–
21.0
20.2
–
(5.0)
–
–
–
–
(0.3)
–
–
14.9
Revaluation
reserve
Total
other
reserves
£m
1.9
–
0.6
–
–
–
–
(1.3)
–
–
1.2
0.3
–
1.6
–
–
–
–
–
–
–
1.9
£m
17.1
–
6.7
–
–
–
–
(1.3)
–
–
22.5
20.8
–
(3.4)
–
–
–
–
(0.3)
–
–
17.1
*
Included within Profit and loss account is tax on items taken directly to equity (Note 12) as disclosed above.
29. Contingent liabilities
In common with comparable professional services businesses, the Group is involved in a number of disputes in the ordinary course
of business. Provision is made in the financial statements for all claims where costs are likely to be incurred and represents the cost
of defending and concluding claims. The Group carries professional indemnity insurance and no separate disclosure is made of the
cost of claims covered by insurance as to do so could seriously prejudice the position of the Group.
30. Operating lease commitments – minimum lease payments
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Amounts due within:
Within 1 year
Between 1 to 5 years
After 5 years
Group
2014
£m
2013
£m
Company
2014
£m
2013
£m
34.9
90.2
137.6
262.7
21.2
72.2
127.8
221.2
7.8
31.4
101.9
141.1
0.6
31.4
109.7
141.7
Significant operating leases relate to the various property leases for Savills offices in the United Kingdom, Continental Europe, Asia
Pacific and the US. There are no significant non-cancellable subleases.
Savills plc Report and Accounts 2014
125
Overview | Strategy | Performance | Governance | Financial statements Group
Company
2014
£m
62.7
22.0
8.4
4.6
0.2
(2.0)
0.8
(7.0)
(7.4)
0.5
–
0.6
10.5
–
93.9
0.1
(44.1)
63.7
113.6
2013
£m
51.4
18.7
7.6
3.9
0.4
0.3
0.6
(7.2)
(7.4)
0.4
1.1
–
10.4
–
80.2
(0.3)
(23.7)
29.8
86.0
2014
£m
37.0
(2.4)
1.2
0.5
–
–
(1.0)
–
(0.5)
(0.2)
–
–
1.9
(6.7)
29.8
–
(1.2)
3.5
32.1
2013
£m
44.6
(3.4)
0.9
0.5
–
–
(0.9)
–
(0.5)
(0.2)
(0.1)
–
2.3
(4.9)
38.3
–
(0.8)
2.8
40.3
At
1 January
£m
Cash flows
£m
Exchange
movement
£m
At
31 December
£m
122.2
(9.8)
112.4
32.8
5.9
38.7
3.1
–
3.1
158.1
(3.9)
154.2
At
1 January
£m
Cash flows
£m
Exchange
movement
£m
At
31 December
£m
92.8
(0.1)
92.7
(1.0)
(0.1)
91.6
32.2
0.1
32.3
(8.8)
0.1
23.6
(2.8)
–
(2.8)
–
–
(2.8)
122.2
–
122.2
(9.8)
–
112.4
Notes to the financial statements
Year ended 31 December 2014 continued
31. Cash generated from operations
Profit for the year
Adjustments for:
Income tax (Note 12)
Depreciation (Note 16)
Amortisation of intangible assets (Note 15)
Loss on sale of property, plant and equipment
(Profit)/loss on disposal of available-for-sale investments (Note 17.2)
Net finance cost/(income) (Note 11)
Share of post-tax profit from joint ventures and associates (Note 17.1)
Decrease in employee and retirement obligations
Exchange movement on operating activities
Increase/(decrease) in provisions
Impairment of available-for-sale investment included within other operating expenses
Charge for share-based compensation (Note 27.6)
Exercise of share options
Operating cash flows before movements in working capital
Decrease/(increase) in work in progress
Increase in trade and other receivables
Increase in trade and other payables
Cash generated from operations
32. Analysis of cash net of debt
2014
Cash and cash equivalents
Bank loans
Cash and cash equivalents net of debt
2013
Cash and cash equivalents
Bank overdrafts
Bank loans
Finance leases
Cash and cash equivalents net of debt
126
Savills plc Report and Accounts 2014
33. Related party transactions
There were no significant related party transactions during the year. All related party transactions take place on an arm’s-length basis
under the same terms as those available to other customers in the ordinary course of business.
(a) Loans to related parties
Loans to joint ventures are disclosed in Note 17.1.
(b) Company transactions
The Company provided corporate function services to its subsidiaries at an arm’s-length value of £13.8m (2013: £13.5m).
Dividends of £40.0m were received from subsidiaries during the year (2013: £50.0m). Amounts outstanding to and from subsidiaries
as at 31 December 2014 are disclosed in Notes 19, 21 and 22.
Savills plc Report and Accounts 2014
127
Overview | Strategy | Performance | Governance | Financial statements Shareholder information
Key dates for 2015
Annual General Meeting
Financial half year end
Announcement of half year results
Date
13 May 2015
30 June 2015
6 August 2015
Professional advisers and service providers
Solicitors
CMS Cameron McKenna LLP
Mitre House
160 Aldersgate Street
London EC1A 4DD
Website
Visit our investor relations website www.savills.com for full up
to date investor relations information, including the latest share
price, recent annual and half year reports, results presentations
and financial news.
Shareholder enquiries
For shareholder enquiries please contact our Registrars, Equiniti.
For general enquiries please call our Shareholder Services
helpline on: 0871 384 2018 (overseas holders need to ring
+44 (0)121 415 7047). Calls to Equiniti’s 0871 numbers are
charged at 8p per minute plus network extras. Other network
service providers’ costs may vary. Lines are open from 8.30am to
5.30pm, Monday to Friday, excluding bank holidays. For further
administrative queries in respect of your shareholding please
access our Registrars’ website at www.shareview.co.uk
Electronic communications
If you would prefer to receive shareholder communications
electronically in future, including your annual and half-yearly
reports and notices of meetings, please visit our Registrars’
website, www.shareview.co.uk and follow the link to ‘Register for
e-communications’ under the Shareholder Services section.
Half Year Report
Like many other listed public companies, we no longer circulate
printed Half Year reports to shareholders. Rather, Half Year
results’ statements are published on the Company’s website.
We believe that this is of benefit to those shareholders who do
not wish to be burdened with such paper documents, and to
the Company, as it is consistent with our target of saving
printing and distribution costs.
Registrars
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Auditor
PricewaterhouseCoopers LLP
1 Embankment Place
London WC2N 6RH
Joint Stockbrokers
UBS Investment Bank
1 Finsbury Avenue
London EC2M 2PP
Numis Securities Ltd
The London Stock
Exchange Building
10 Paternoster Square
London EC4M 7LT
Principal Bankers
Barclays Bank PLC
1 Churchill Place
London E14 5HP
128
Savills plc Report and Accounts 2014
Warning about unsolicited investment contacts
Share fraud includes scams where investors are contacted unexpectedly and
offered shares that often turn out to be worthless or non-existent or offered an
inflated price for shares they own. These calls come from fraudsters operating
in ‘boiler rooms’ that are mostly based abroad.
Shareholders who buy or sell their shares in this way usually lose their money.
The Financial Conduct Authority (‘FCA’) has found most share fraud victims are
experienced investors who lose an average of £20,000, with around £200m lost
in the UK each year.
Protect yourself – if you are offered discounted shares, unsolicited investment
advice, an inflated price for your shares or free company or research reports,
you should take precautionary measures before handing over your money.
1. Get the name of the person and organisation contacting you.
2. Check the Financial Services Register at www.fca.org.uk/register to ensure
that they are authorised.
3. Contact the firm using the details on the Financial Services Register. If there
are no details or you are told they are out of date, contact FCA Helpline on
0800 111 6768 or fill out a share fraud reporting form which can be found
on the FCA website.
4. Search the list of unauthorised firms and individuals to avoid at www.fca.org.
uk/scams and remember: if it sounds too good to be true, it probably is!
If you have already paid money to share fraudsters you should inform the FCA by
calling its Helpline 0800 111 6768 or by calling Action Fraud on 0300 123 2040.
If you use an unauthorised firm to buy or sell shares or other investments, you will
not have access to the Financial Ombudsman Service or the Financial Services
Compensation Scheme if things go wrong.
Cautionary note regarding forward-looking statements
Certain statements included in this Annual Report are forward-looking and are
therefore subject to risks, assumptions and uncertainties that could cause actual
results to differ materially from those expressed or implied because they relate to
future events. These forward-looking statements include, but are not limited to,
statements relating to the Company’s expectations. Forward-looking statements
can be identified by the use of relevant terminology including the words: ‘believes’,
‘estimates’, ‘anticipates’, ‘expects’, ‘intends’, ‘forecasts’, ‘plans’, ‘goal’, ‘target’,
‘aim’, ‘may’, ‘will’, ‘would’, ‘could’ or ‘should’ or, in each case, their negative or
other variations or comparable terminology and include all matters that are not
historical facts. They appear in a number of places throughout this Annual Report
and include statements regarding our intentions, beliefs or current expectations
and those of our Officers, Directors and employees concerning, amongst other
things, our results of operations, financial condition, liquidity, prospects, growth,
strategies and the businesses we operate.
Other factors that could cause actual results to differ materially from those
estimated by the forward-looking statements include, but are not limited to:
– Global economic business conditions;
– Monetary and interest rate policies;
–
Foreign currency exchange rates;
– Equity and property prices;
–
– Changes to regulations, taxes;
– Changes to consumer saving and spending habits; and
– Our success in managing the above factors.
The impact of competition, inflation;
Consequently, our actual future financial condition, performance and results
could differ materially from the plans, goals and expectations set out in our
forward-looking statements. Accordingly, no assurance can be given that any
particular expectation will be met and readers are cautioned not to place
undue reliance on forward-looking statements which speak only at their
respective dates.
The Company undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise.
Designed and produced by Gather
www.gather.london
The paper used in this Report is derived
from sustainable sources
Savills plc
33 Margaret Street
London W1G 0JD
T: +44 (0)20 7499 8644
F: +44 (0)20 7495 3773
Registered in England
No. 2122174