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2017
Annual Report 2017
TalkTalk Telecom Group PLC
TalkTalk is the UK’s leading value
for money connectivity provider�
Our mission is to deliver simple,
affordable, reliable and fair
connectivity for everyone�
Stay up to date at
talktalkgroup.com
Contents
Strategic report
Highlights ������������������������������������������������������������������������ 01
Corporate governance
Board of Directors and PLC Committee ������������� 32
Financial statements
Independent auditor’s report �������������������������������� 66
At a glance ���������������������������������������������������������������������� 02
Corporate governance ���������������������������������������������� 36
Consolidated income statement �������������������������� 73
Chairman’s introduction ������������������������������������������ 04
Audit Committee report ������������������������������������������� 41
FY17 business review ������������������������������������������������� 05
Directors’ remuneration report ����������������������������� 44
Business model and strategy ��������������������������������� 08
Directors’ report ���������������������������������������������������������� 63
Measuring our performance ����������������������������������� 12
Directors’ responsibility statement ��������������������� 65
Regulatory environment ������������������������������������������� 14
Chief Financial Officer’s statement ��������������������� 18
Principal risks and uncertainties ��������������������������� 22
People ����������������������������������������������������������������������������� 26
Corporate social responsibility������������������������������ 30
Consolidated statement of comprehensive
income ���������������������������������������������������������������������������� 74
Consolidated balance sheet ����������������������������������� 75
Consolidated cash flow statement ������������������������ 76
Consolidated statement of changes in equity ���� 77
Notes to the consolidated financial statements ����78
Company balance sheet ����������������������������������������� 110
Company cash flow statement ��������������������������� 111
Company statement of changes in equity ������ 112
Notes to the Company financial statements �� 113
Other information
Five year record (unaudited) ������������������������������� 117
Glossary ����������������������������������������������������������������������� 118
Financial calendar ���������������������������������������������������� 120
Advisers ����������������������������������������������������������������������� 120
Strategic report
Highlights
Operational highlights
• Headline EBITDA⁽¹⁾ +17% to £304m
• Customer base returned to growth in Q4 (+22k) with positive net adds
in Retail and Wholesale
• Q4 churn reduced to 1.40% (Q3: 1.64%)
• Over 1 million customers now on new Fixed Low Price Plans (FLPP)
with 59% of On-net Retail base in contract
• Strong growth in TalkTalk Business Ethernet base (+8k) fuelling Data
revenue growth
• New operational structure and fewer, simpler priorities to drive growth
• Review of mobile strategy to create alternative, less capital intensive offering
• Leverage reduced to 2.57x, new debt facilities secured and dividend reset
FY17 financial highlights
• Total revenue -3% to £1,783m (FY16: £1,835m); On-net -4% to £1,342m
(FY16: £1,399m)
• Corporate revenues (ex-Carrier) +4%; Data +31%; Legacy Voice -18%
• FY17 On-net base -49k, with growth in Q4 of 22k
• £34m of benefits delivered from Making TalkTalk Simpler (MTTS);
cumulative £87m delivered
• Statutory profit before tax £70m (FY16: £14m); statutory EPS 6.1p (FY16: 0.2p)
• Final dividend 5.0p (FY16: 10.58p), total FY17 dividend 10.29p (FY16: 15.87p)
Looking forward
• New price plans and falling churn underpin confidence in driving
profitable customer base growth
• Retail base growth and continuing growth in TalkTalk Business (TTB)
to drive return to growth in Group revenues
• FY18 Headline EBITDA⁽¹⁾ expected to be £270m–£300m as a result of
Subscriber acquisition costs (SAC) investment to drive growth
• FY18 dividend reset to 7.5p; growth expected to resume once business
returns to earnings growth and leverage has reduced towards 2.0x
05
For more information see
our FY17 business review
The Group uses Headline measures that exclude items which are non-trading or non-recurring to
monitor the performance of the Group. Headline measures are used to partly determine the variable
element of the remuneration of senior management throughout the Group and are also in alignment
with performance measures used by certain external stakeholders in the context of the telecoms
sector. In particular, EBITDA and free cash flow are commonly used across the telecoms industry
to aid stakeholders in making comparisons between the performance of the Group and its peers.
Unless stated otherwise, the discussion of the Group’s financial performance is on a Headline basis.
Headline measures are defined in note 1 to the consolidated financial statements and reconciled to
statutory measures in note 9 to the consolidated financial statements.
Headline revenue⁽�⁾ (£m)
-3.0%
0
7
6
,
1
7
2
7
,
1
5
9
7
,
1
8
3
8
,
1
3
8
7
,
1
FY13 FY14 FY15 FY16 FY17
Headline EBITDA⁽�⁾ (£m)
+16.9%
4
0
3
0
9
2
0
6
2
5
4
2
3
1
2
FY13 FY14 FY15 FY16 FY17
Headline EPS⁽�⁾ (p)
+25.0%
.
9
4
1
.
5
0
1
2
.
8
.
4
8
8
.
6
FY13 FY14 FY15 FY16 FY17
Dividend per share (p)
-35.2%
7
8
.
5
1
0
8
.
3
1
9
2
0
1
.
0
0
2
1
.
0
4
0
1
.
FY13 FY14 FY15 FY16 FY17
(1)
See note 1 to the consolidated financial statements for the Headline revenue, EBITDA and EPS definitions
and note 9 to the consolidated financial statements for a reconciliation of Headline information to
statutory information.
01
Annual Report 2017 TalkTalk Telecom Group PLC At a glance
We believe that simple, affordable, reliable and fair connectivity
should be available to everyone and we always aim to be the UK’s
leading value for money connectivity provider of all our products.
Services to consumers
Services to businesses
We offer customers a range of FLPP that uniquely in the market, allow
them to fix their connectivity costs for twelve months, 18 months or
24 months whilst also allowing them to switch to new offers even whilst
in contract. ‘Fast Broadband’ is our standard fixed price broadband
plan designed to cater for the needs of individual users or households
that do not require increased download speeds available via a fibre
connection. Broadband connectivity is provided via a standard
analogue telephone line using ADSL technology, which allows for
download speeds of up to 17Mbps. The plan also includes (i) our
‘Essential SIM’ feature, providing 200 minutes, unlimited SMS messages
and 500MB of data; and (ii) access to the TalkTalk TV Store.
The ‘Faster Fibre Broadband’ plan is designed for households with a
number of devices that need to be connected to the internet at the
same time. Fibre broadband connectivity is provided via our Fibre
to the Cabinet (FTTC) network using VDSL technology, which allows
for download speeds of up to 38Mbps. The plan also includes
(i) our ‘Essential SIM’ feature, providing 200 minutes, unlimited SMS
messages and 500MB of data; and (ii) access to the TalkTalk TV Store.
Customers are able to further enhance their broadband internet
speed with a fixed fibre speed boost, allowing increased download
speeds of up to 76Mbps.
In addition to the core fixed line connectivity and mobile products,
we offer customers access to a broad range of free-to-air and paid-for
TV content on our YouView platform. We provide flexible access to
over 80 free-to-air channels, an advanced interactive programme
guide and an extensive range of premium one month subscription and
pay-to-view services through commercial relationships with key content
suppliers, such as Sky, BT Sport and Netflix.
Our network infrastructure
Significant national scale through a combination
of owned and leased assets which serve around
96% of the country's households.
05
For more
information
see our FY17
business review
Last mile supplied
by BT Openreach
Our B2B division, TalkTalk Business (TTB), is organised around
our products and channels to market. TTB revenue comprises
Corporate £397m (FY16: £384m), On-net £213m (FY16: £182m)
and Off-net £14m (FY16: £16m) revenues.
In the Direct channel, we offer a range of data connectivity solutions,
from business broadband and fibre, through to high-value Ethernet
circuits and Wide Area Networks (MPLS IP-VPN). Across our Voice
portfolio we offer both ‘Legacy Voice’ and ‘Next Generation Voice’
services (e.g. B2B SIP VoIP and Hosted Unified Comms).
Through our Partner channel (which accounts for c.80% of TTB's
revenues) we provide both ‘managed’ and ‘wholesale’ solutions. Voice
and Data revenues are generated through long term relationships,
several of which are multi-year contracts. Our managed partners
primarily address the consumer and small business market, delivering
voice services, broadband and fibre. Having a wholesale offering allows
us to work with systems integrators, such as Fujitsu, which often
combine connectivity and data solutions from multiple providers
to offer large customers such as the Post Office a bespoke solution.
TTB also provides voice interconnect services to a range of
international mobile operators terminating calls in the UK.
Owned equipment
in 3,000+ exchanges
Exchange backhaul in
1–10 Gbps optical circuits
supplied by BT Openreach
or Virgin Media
Ethernet
Fibre to the cabinet
Home & business
Street cabinet
Unbundled exchanges
02
Last mile
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 Rated best performance
for peaktime throughput %,
SamKnows
uSwitch TV provider of
the year winner 2017
Second best in network
performance, SamKnows,
April 2017
1 million+
fixed low price plans
3.9 million
customers
Core optical network
Two separate national networks
with 8Tbps (Huawei) and
1.6Tbps (Infinera) capacity
43,000
Ethernet and EFM lines
3,000+
unbundled exchanges
250 million gb
customer downloads a month
Owned equipment in collector
ring – 10 Gbps optical circuit or
dark fibre supplied by BT, SSE,
GEO, VM and Eircom
Owned equipment
in regional collector
nodes to extend core
optical network
Collector node
Manchester
London
Price-regulated
copper
and ethernet
Fibre
Core optical
network
Dark fibre sourced under long term leases in a competitive market with no capacity constraints
03
Annual Report 2017 TalkTalk Telecom Group PLC Chairman’s introduction
My focus for the Company is growth,
cash generation and profit – in that order.
We will be smart about how we invest,
focusing on our fixed network, and
avoiding capital intensive distractions.
Sir Charles Dunstone
Executive Chairman
In February we announced the departure of Dido Harding as
Chief Executive Officer. Dido has helped transform TalkTalk into
a much stronger business and she leaves with our thanks and very
best wishes for the future. We were delighted to announce the
promotions of Tristia Harrison (MD Consumer) to succeed Dido
as Chief Executive Officer, and Charles Bligh (MD TalkTalk Business)
to the new role of Chief Operating Officer, while I have assumed the
role of Executive Chairman. Also during the year, we were pleased to
welcome Cath Keers to the Board as a Non-Executive Director and
a member of the Group’s Audit Committee. Cath previously served
as a Non-Executive Director of Telefónica Europe plc, prior to which
she had been Customer Director and Marketing Director of O2 UK.
Recent regulatory decisions on the roles and responsibilities of
BT Openreach (BTOR), and the pricing of some of our key input
costs, confirm our view that a supportive regulatory framework
will continue to provide an essential backdrop to our role as a value
for money connectivity provider. I am excited at the prospect of
spending more time on TalkTalk, and working with the new leadership
team as it focuses on delivering successfully for our customers
and our shareholders.
The Board and I would like to thank our employees for their efforts
and their continuing commitment to TalkTalk and our customers.
Sir Charles Dunstone
Executive Chairman
10 May 2017
We made solid progress during FY17 in transforming our systems and
processes and improving our network, to deliver a better experience
for our customers and reduce churn from last year’s elevated levels.
This allowed us to refresh the TalkTalk brand and launch our Fixed
Low Price Plans (FLPP) that, in a move unique to the UK market, we
also made available to existing customers. Recontracting activity
and demand from new customers exceeded our expectations and
we ended the year with a higher percentage of the base in contract.
Therefore, while across the full year the On-net base and On-net
revenue contracted, the combined success of these measures is
evident in the return to net adds growth that we delivered in our
Retail base during the last quarter of the year, together with much
improved churn. TTB had another successful year, with strong
growth in Data revenues from 8,000 connections during the year.
Group revenues declined year on year, driven by the contraction of
the On-net base, but, with lower SAC and Marketing expenditure and
operating costs, Headline EBITDA⁽¹⁾ grew by 17% year on year to £304m.
We have entered the new financial year with solid foundations from
which we will be able to return the business to revenue and customer
base growth, improve cash generation and reduce leverage. We will
be smart about how we invest, focusing on our core fixed network
and avoiding capital intensive distractions.
In light of these new priorities, we have also decided to reset the
dividend as we look to deliver growth and strong sustainable
shareholder returns over the long term. As a result, the Board has
declared a final dividend for FY17 of 5.0p (FY16: 10.58p). Looking
forward, the Board recognises the importance of dividend income
to shareholders and will continue to review the Group’s dividend
policy as the business delivers its growth and leverage objectives.
For FY18, the Board expects to declare a total cash dividend of 7.5p
(FY17: 10.29p). Looking beyond FY18, the Board expects to resume
dividend growth once the business returns to earnings growth and
has reduced leverage towards the Group’s net debt/Headline
EBITDA⁽¹⁾ target of 2.0x.
(1)
See note 1 to the consolidated financial statements for Headline EBITDA definition
and note 9 to the consolidated financial statements for a reconciliation of Headline
information to statutory information.
04
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 FY17 business review
17% growth in Headline EBITDA⁽�⁾;
strong foundations in place for
future growth.
Tristia Harrison
Chief Executive Officer
We made solid progress in establishing the operational foundations
for future growth, with clear improvements in customer experience
metrics, tangible network enhancements, the relaunch of our brand
and Retail propositions, and excellent growth in TTB. As a result we
exited the year with stronger than expected recontracting and gross
additions activity driving growth in the broadband base, lower churn
and a higher proportion of the base in contract.
Group Headline revenues⁽�⁾ fell by 3.0% with On-net revenues
down 4.1%, Corporate +3.4% and Off-net (2.5% of total; FY16: 3.0%)
declining by 20%. The decline in On-net revenues reflects the c.3%
lower average base during the year (as a result of churn and lower
connections activity), On-net ARPU, which was 1.3% lower year on year
at £28.16, reflecting the higher proportion of Wholesale customers
on the base (24%, FY16: 21%), and, during H2, the dilutive impact of
FLPP offset in part by increased fibre penetration and price increases.
Corporate revenue growth of 3.4% was driven by Data revenues (+31%)
which benefited from c.8k net adds to our Ethernet and Ethernet in
the First Mile (EFM) base. Growth in Data and Next Generation Voice
(+20%) offset Legacy Voice (-17.9%), with Carrier revenues broadly
flat year on year.
FY Headline EBITDA⁽�⁾ of £304m (FY16: £260m) grew by 17% (statutory
operating profit grew by 150% year on year as a result of the higher,
cyber related exceptional costs in FY16), driven by a significant
improvement in SAC and Marketing, and £34m of savings from our
transformation programme, MTTS. In SAC, we benefited from the
extension of our agreement with a major distribution partner for a
five year period, to provide the Group with a lower cost outsourced
solution for the management of fixed line customer acquisitions.
During the year this enabled us to accelerate gross additions, whilst
deferring a proportion of the upfront SAC cost, which contributed
£24m, net of expensed hardware costs of £17m. By delivering a growing
and higher quality base, at a lower cost per add, we expect to see
both revenues and gross profit increase in future years.
Net debt at 31 March 2017 was £782m (30 September 2016: £847m),
with Headline leverage⁽�⁾ falling from 2.82x to 2.57x and committed
headroom, reflecting the issuance of the Group’s debut bond, at
31 March of £412m.
(1)
See note 1 to the consolidated financial statements for Headline revenue, EBITDA
and leverage definitions and note 9 to the consolidated financial statements for a
reconciliation of Headline information to statutory information.
1. Over 1 million customers now on FLPP and 59%
of On-net base in contract
During FY17 we built upon the substantial operational and customer
service improvements delivered by MTTS, and extensive customer
research, to launch a comprehensive brand refresh and our simpler,
fairer FLPP.
We launched FLPP at the beginning of October 2016, ahead of the
wider industry’s move to all-in pricing. Existing and new customers
responded extremely well to the new plans through H2, with the
24 month plans introduced in Q4 showing particularly strong demand.
As a result we now have over 1 million customers on the new plans.
Many more customers chose to take fibre than expected and
attachment rates for calling boosts and TV have also been stronger
than we had expected, reflecting both the attractiveness of our simple
and clear pricing, and the much improved online experience that we have
delivered through MTTS. The heightened churn that we experienced
during the first quarter of the launch, from the re-pricing of legacy
propositions, reduced sharply in the final quarter of the year to 1.40%.
2. Delivered lasting operational and customer service benefits
We made significant progress during FY17 across all our customer
experience improvement programmes, which have driven materially
better outcomes for customers and, as a result, £34m of gross income
statement savings. Key areas in which we made strong progress include:
• New technical support and repair processes introduced for front-line
service representatives, built on technology deployed in FY16,
reducing customer effort and increasing first-time fix rates, with fewer
customers with a broadband issue calling back within seven days.
• More than 600,000 customers enrolled on TalkSafe, TalkTalk’s
innovative, secure and low-effort new voice biometric
verification system.
• Tailored Next Best Action technology deployed across online and
phone channels, increasing Net Promoter Scores (NPS) and upsell.
•
Introduced a redesigned, simpler, more informative and
transparent online bill.
• Re-platformed the highest traffic parts of our websites to optimise
for mobile as well as desktop devices and improve performance.
With all the initiatives that comprised MTTS now fully embedded
within the business, the programme is now substantially complete,
with cumulative financial benefits of £87m delivered.
05
Annual Report 2017 TalkTalk Telecom Group PLC FY17 business review continued
3. Ongoing network investment has improved
customer experience
In addition to improving customer experience through MTTS,
we continued to invest in our network across four major areas:
• Backhaul and core network enhancement to ensure the best
outcome for customers at peak time. As a result we are ranked
best with SamKnows for peak time throughput.
• We replaced our Dynamic Line Management (DLM) system for
improving speed and line stability and rolled out a new secure
Domain Name System (DNS) to improve resilience, security
and responsiveness.
• We completed software upgrades to the collector nodes and
began our major access network upgrade to 10gb+ capacity,
with over 100 exchanges fully migrated to date.
• We deployed more Netflix caches at the edge of our network to
improve streaming experience by pushing content closer to the
customer. For customers taking sports boosts, we engineered a
substantial uplift in video quality, which, combined with the DLM
improvements, has translated into an improved viewing experience.
We have made excellent progress with our fibre to the premise
(FTTP) trial in York. The initial roll-out to over 14,000 homes was
completed in March 2017, with penetration of serviceable homes
at c.27% (c.2,500 of whom are TalkTalk customers). Build costs
were under our £500 per home target, with take-up and customer
satisfaction also ahead of targets. Following the success of this first
phase, we have now started the planning work to extend the network
to a further 40,000 premises across the rest of York.
4.
Improving customer satisfaction, churn and a return
to base growth
The combined effect of MTTS, our network quality improvements
and the launch of FLPP helped deliver substantial improvements
in customer satisfaction, churn and base growth during FY17.
Churn across the year fell to 1.45% (FY16: 1.60%) with year on year
improvements in both H1 (1.40%; H1FY16: 1.48%) and H2 (1.51%;
H2FY16: 1.72%), despite elevated levels of churn in Q3 from the
planned tariff rationalisation and re-pricing of legacy propositions
when we launched FLPP.
Customer satisfaction with our service agents, and the number of
complaints to Ofcom which are drivers of churn, also improved during
the year. Critically, these improvements, combined with falling costs
per add as a result of more efficient distribution channels through
our extended outsourcing arrangement with a major distribution
partner, allowed us also to increase new acquisition activity in the
final quarter of the year. The resulting gross additions exceeded our
expectations and, coupled with lower churn, enabled a return to
Retail base growth. As a result we exited the year with 3.947 million
On-net customers (FY16: 3.996 million). Within this, the Retail base
declined by 178k during the year, while the Wholesale base continued
to grow robustly (+129k).
1m+
5. Growth in triple and quad play penetration
In line with our strategy of growing fibre, triple and quad play
penetration, we saw strong take-up of fibre (+223k) and mobile
(+214k). There were 927k customers taking fibre at the year end
(25.5% of the On-net base), with H2 net adds nearly double the level
in H1 as customers responded to our pricing initiatives and easier
online upsell journeys.
In Mobile, we ended the year with 913k SIM and handset contracts,
again with H2 net adds stronger than H1 as we introduced an
upgraded SIM as part of our launch of FLPP.
While the TV base contracted during the year by 101k, we saw an
inflection in the rate of decline during Q4 (-14k) as customers responded
positively to the improving functionality and performance of our
next generation YouView interface and our multi-device TV App.
At the end of the year our On-net base comprised c.42% dual play
customers (taking voice and broadband), c.39% triple play customers
(taking voice, broadband and either TV or mobile), and c.12% quad play
customers (taking all four products), with strong fibre penetration
across all three.
6. Continuing strong growth at TTB: Corporate (+4.2%)
and Data (+30.8%)
TTB delivered another year of strong performance in Corporate.
Revenues (ex-Carrier) grew by 4.2%, with an acceleration in H2 to
+6.1% from +2.3% in H1. Data revenues grew 30.8% year on year
with the number of Ethernet and EFM lines up by 8k during the year.
Legacy Voice revenues declined -17.9% in line with the established
trend but we saw strong take-up of our new next generation voice
product, with revenue growth during the year of 20%. As planned,
Carrier revenues were broadly flat year on year (+1.7%).
Following our acquisition of tIPicall in April 2015, our next generation
voice portfolio continued to gain good momentum. 116 partners
have signed up to sell this new service and the total base of Session
Initiation Protocol (SIP) channels on the platform, including acquired
base, increased by 7,340 channels (+65%) during the year. The
acquisition has continued our diversification into next generation
telephony services, further demonstrated by our hosted telephony
platform which saw the user base grow by 43%.
FY18 strategic priorities
We have a clear and defined strategy of driving profitable growth
by leveraging our extensive network assets, improving the customer
experience and driving operational efficiency. Under our new leadership
team and operational structure we will now focus on delivering growth
in the On-net base and On-net revenues; sustaining strong growth in
TTB; continuing to improve and future-proof our network; driving a
step change in customer experience; and realising further efficiencies.
1. Returning the Retail base to profitable growth
There is compelling evidence that our new propositions are delivering
not only reduced churn but happier, more satisfied customers, the
vast majority of whom are signing up to 24 month contracts, wanting
certainty in pricing and service, early life churn on the FLPP base
is less than 1%; FLPP customers' reported Net Promoter Score is
significantly higher than for non-FLPP customers; and TalkTalk
brand satisfaction has grown in each of the last four months.
Over 1 million customers now on FLPP
and 59% of On-net base in contract
09
For more information see
our strategy
06
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 This, coupled with simpler, better value propositions for new
customers, materially improving customer service and reducing
costs per add, underpins our confidence in driving profitable
subscriber growth in our Retail base through gross adds activity.
As outlined above, our TV business has seen significant improvements
in service and customer satisfaction and our aggregator approach
to free and pay TV across multiple devices is paying off – our
investments in TV continue to lead to broadband churn reduction.
In Mobile, while we remain committed to offering all our customers a
compelling proposition, we have decided not to pursue an inside-out
mobile network strategy, and instead we will continue to work closely
with Telefónica UK on the right platform and customer offering.
We expect to have more information to update on this in due course.
2. Sustaining momentum in TTB
Our market share of Ethernet circuits (c.10%) offers significant further
opportunities for growth, supported by the pricing optionality from
favourable Ethernet and dark fibre regulation. We are seeing increasing
demand in the future pipeline from small businesses looking to use
our high-speed Ethernet products as they transition to hosted voice
products. We are also growing the pipeline with large corporates looking
to take advantage of our new managed network connectivity products.
Having expanded our portfolio of data products to offer a complete
portfolio of FTTC and Ethernet products, we expect to see strong
demand from both our partners and direct customers. The number
of partners wholesaling FTTC from us has grown in the last year and
we expect continued growth in this area.
3. Delivering a step change in customer experience
Having delivered progressive improvements in customer experience
from MTTS, our focus over the next twelve months and beyond will
be on consolidating these achievements to drive a step change in
three key areas: consistency of service across all channels; joining
and repair processes; and in-home connectivity/experience.
The investments we have already made in simplifying and upgrading
our customer-facing systems and processes have begun to deliver
measurable returns in the form of higher customer satisfaction,
lower complaints volumes and improved churn. Our overall focus
from here on will be to continue to put the customer at the heart of
the service experience to make sure whichever channel they choose
(online, social media or call centre) we give a consistent experience
and advice which increases loyalty to the brand. This also includes
our B2B customers, where we have good customer satisfaction with
both direct and wholesale customers and we have plans to improve
this to industry leading levels. These improvements will require
modest incremental investment that will be covered within our
overall commitment of capex/revenues of 6%–7%.
4. Network investment
Continuing investment in the network over the next two years (within
our 6%–7% capex/revenue commitment) will deliver a fully upgraded
access layer (switches and backhaul) with over 1,000 exchanges
equipped with 10gb backhaul circuits, to support growing FTTC
penetration and data usage. We also plan to scale dark fibre deployment
across the entire network, helped by a more favourable regulatory
pricing environment. This will allow us to support the expected
increase in capacity utilisation at reduced unit costs, and significantly
mitigate future network operating costs that otherwise would grow
substantially as we expand our Ethernet, FTTC and FTTP bases.
(1)
See note 1 to the consolidated financial statements for Headline EBITDA definition
and note 9 to the financial statements for a reconciliation of Headline information
to statutory information.
Following this network investment programme, we expect the entire
data network to be at the latest switching and network technology.
It will be simplified, more resilient, using the latest Tier 1 networking
technologies (both software and hardware), and will future-proof
the network for the expected needs of consumers and businesses.
5. Operational excellence
Delivering better quality at a reduced cost of operation is fundamental
to our growth expectations. Our new operating structure will allow us
to further simplify our service footprint and customer insight systems;
reduce the costs of failure; and better leverage our procurement
and cost assurance processes. Over the medium term, this will
result in a fundamentally higher quality of operation and reduce
our cost/revenue ratio, whilst also allowing us to reinvest efficiencies
into further customer experience improvements.
Looking forward
Our priorities in FY18 are to sustain the momentum built during Q4FY17
to deliver growth in the On-net base and On-net revenues; sustain
strong growth in TTB; continue our fixed network investment; focus
on customer service improvements and operational efficiency;
improve headline cash flow⁽�⁾; and reduce net debt.
We expect continuing lower costs per add and reducing churn
to support more economically attractive gross additions during
FY18, however incremental volume growth will require higher SAC
and Marketing investment. As a result we expect to deliver Headline
EBITDA⁽�⁾ of £270m–£300m, year on year growth in Headline
revenues, and improved headline cash flow allowing us to reduce net
debt. Beyond FY18 we expect the growing On-net base, comprising
higher quality lower churning customers, to support a return to
Headline EBITDA⁽�⁾ growth.
We have reorganised the business under our new leadership team
to focus on fewer, clearer priorities that are focused on investment
in our core fixed network. As part of our review of how we allocate
capital and our clear focus on investing in fixed connectivity we have
reassessed our mobile strategy. While we remain committed to
offering all our customers a compelling mobile proposition, we have
decided not to pursue an inside-out mobile network strategy, and
instead we will continue to work closely with Telefónica UK on the
right platform and customer offering. We expect to have more
information to update on this in due course.
Dividend
The Board is committed to returning the business to revenue and
customer base growth, improving cash generation and reducing
leverage, and in this context has declared a Final dividend for
FY17 of 5.0p (FY16: 10.58p), taking the total dividend for the year
to 10.29p (FY16: 15.87p). For FY18 the Board expects to declare an
Interim cash dividend of 2.5p (FY17: 5.29p) and a Final cash dividend
of 5.0p (FY17: 5.0p) taking the total cash dividend for the year to 7.5p
(FY17: 10.29p). Looking beyond FY18, the Board expects to resume
dividend growth once the business returns to earnings growth and
has reduced leverage towards Net Debt/Headline EBITDA⁽�⁾ of 2.0x.
Tristia Harrison
Chief Executive Officer
10 May 2017
07
Annual Report 2017 TalkTalk Telecom Group PLC Business model and strategy
Simple, affordable, reliable and
fair connectivity for everyone
Market opportunity supported by regulation
There is also a clear history of pro-competition regulation in our
industry in the last decade. Such regulation has been targeted
at curtailing the powers of BT as the incumbent provider and has
promoted development of retail competitors on a national scale.
We believe that Ofcom will continue its policy to restrain BT’s ability
to abuse its dominant market position, which will ensure access to
its core infrastructure on fair terms.
Against this backdrop, there has been a trend towards product
bundling over the last decade, with fixed line connectivity the
dominant anchor product to which customers have added TV
and mobile services. In 2016, 68% of UK households subscribed
to bundled services. The vast majority of these were fixed voice and
broadband (29% of households) and fixed voice, broadband and TV
(28% of households). The proportion of households subscribing to
bundled services increased significantly from 29% in 2005 and from
50% in 2010, driven by the growth in supply of triple play bundled
services (Source: Ofcom: The Communications Market Report
(August 2016)). However, the UK continues to lag behind other
European countries in the take-up of bundled products, in part
because of the historic separation of fixed and mobile network
ownership. The acquisition by BT of EE in 2016 is expected to
accelerate the trend for bundling fixed and mobile propositions,
with TalkTalk well placed to deliver such propositions in the value
for money segment.
As a result of these characteristics, whilst the market for our
services is promotionally intense, it is fundamentally rational
in terms of price setting, allowing for simple and clear pricing.
68%
of UK households subscribed
to bundled services in 2016
The UK’s fixed line market is structurally attractive for an existing
scale value for money connectivity provider such as TalkTalk.
It would require a sizeable investment, in time and money, to roll
out a new nationwide unbundled architecture comparable with
ours. Any such development would be extremely technologically
challenging given, among other things, physical constraints in
BTOR’s exchanges where our network equipment is housed
and BTOR’s capacity to deliver connections in those exchanges.
04
At present, the only technological substitute for fixed line connectivity
is wireless data and voice traffic through a mobile network. However,
data transportation via a mobile network is significantly more
expensive, radio spectrum availability is constrained and finite
and there is no evidence that such technological and economic
impediments could easily be overcome in the near future. This is
against a backdrop of exponentially growing data usage, driven by
device proliferation and video consumption, where mobile users are
expected to increase their data traffic from 0.96gb/month in 2015 to
5.6gb/month in 2020, and households to increase their fixed line
traffic from 84.5gb/month in 2015 to 202.1gb/month in 2020
(Source: Cisco).
202.1gb/
month
estimated fixed line
traffic by 2020
08
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 Our strategy
Our purpose is to offer simple, affordable, reliable and fair connectivity for everyone, and to drive
profitable growth in the customer base and revenues within a framework of disciplined capital
expenditure, cash generation and leverage reduction. We will do this by:
1 Growing our Retail proposition
2 Driving sustained momentum in TTB
3 Improving our operating efficiency through a customer-focused operating structure
4 Leveraging and expanding our network capability
Simple, affordable, reliable
and fair connectivity
Profitable growth
in Retail
Sustained momentum
in TTB
Customer experience and operational excellence
Network capability
27
10
For more information on how we manage
our business, see our values
For more information on our
strategy, see over the page
09
Annual Report 2017 TalkTalk Telecom Group PLC Business model and strategy continued
1
Profitable growth in Retail
2
Sustained momentum in TTB
The same network cost advantage that underpins our Retail
business has also allowed us to build and scale a growing B2B
business with revenues of over £624m in the year ended
31 March 2017 (FY16: £582m). TTB offers an extensive range
of fixed line services to our B2B customers, and is a significant
and fast growing part of the business. We serve the connectivity
needs of over 180,000 businesses, from national retailers, to
sole traders and public sector customers nationwide. We offer
a wide range of voice and data solutions to customers ranging
from small office/home office and SME customers, through
to multi-site national enterprises. We have a clear strategy
of focusing only on connectivity which allows us to work with
partners such as consumer-facing resellers and large systems
integrators. Thus, while we access the market directly and
through partner channels, approximately 80% of TTB’s
revenues are generated through wholesale partners. Through
the partner channel, we are one of only three network providers
in the UK to offer wholesale phone and broadband services to
independent internet service providers (such as the Post Office
and Utility Warehouse), for whom in total we service nearly
900,000 end customers on our network. TTB’s growth strategy
is primarily focused on its suite of high-speed Ethernet products,
which have delivered strong growth in revenues for the division
over the last three years.
Our market share of Ethernet circuits (10%–12%) offers significant
further opportunities for growth, supported by the pricing
optionality from favourable Ethernet and dark fibre regulation.
We are seeing an increasing number of small businesses in our
future pipeline of high-speed Ethernet products as they transition
to hosted voice products. We are also growing the pipeline with
large corporates looking to take advantage of our new managed
network products. Having expanded our portfolio of data products
to offer a complete portfolio of FTTC and Ethernet products,
we expect to see strong demand from both our partners and
direct customers. The number of partners wholesaling FTTC
from us has grown in the last year and we expect continued
growth in this area, including from new dark fibre-based
products that we will develop in line with our network strategy.
Network capability, cost advantage and the ability to offer
multiple value for money services has enabled us to build a
large and sustainable share (approximately 16%) of the UK fixed
line broadband market (source: Ofcom). We have leveraged this
position to drive growth in our TV (approximately 35% of phone
and broadband base), Mobile (approximately 25% of phone and
broadband base) and FTTC (approximately 25% of phone and
broadband base) bases.
We offer a clear and simple tariff structure, low prices, flexibility
and the ability to take additional services such as Mobile and TV.
At the beginning of October 2016, we launched a radically simpler
range of FLPP inclusive of line rental: ‘Fast Broadband’ and ‘Faster
Fibre Broadband’. These new plans give customers the freedom
to choose and fix their own package for 12, 18 or 24 months by
tailoring mix-and-match broadband, mobile, TV and landline calls
to suit their needs. Uniquely in the market, we also made these new
plans available to all of our existing customers (on legacy tariffs
such as Simply Broadband, Essentials TV and Plus TV). Existing
and new customers have responded extremely well to the new
plans, reflecting the attractiveness of our simple and clear pricing.
At the end of March 2017 nearly 1 million out of 2.9 million Retail
customers were on FLPP.
There is compelling evidence that FLPP is delivering not only
reduced churn, but happier, more satisfied customers. The vast
majority of customers are signing up to 24 month contracts, wanting
certainty in pricing and services; early life churn on the FLPP
base is less than 1% compared to much higher levels on the
legacy base; FLPP customers' reported Net Promoter Score is
significantly higher than for non-FLPP customers; and TalkTalk
brand satisfaction has grown in each of the last four months
(Source: GfK Customer Experience Tracker March 2017).
This, coupled with simpler, better value propositions for new
customers, materially improving customer service and reducing
costs per add, underpins our confidence in driving subscriber
growth in our Retail base through gross adds activity in FY18.
We currently provide mobile services to our phone and broadband
customers through a Mobile Virtual Network Operator agreement
with Vodafone, that we were due to transition to Telefónica UK
during 2017. As we reorganise the business under our new
leadership team to focus on fewer, clearer priorities that are
focused on investment in our core fixed network, we have
decided not to pursue a capital intensive mobile network
strategy, and instead will work with Telefónica UK on the right
platform and customer offering.
Our TV proposition has been built on the YouView platform (a joint
venture between the Group, BT, Arqiva and the UK’s public service
broadcasters BBC, ITV, Channel 4 and Channel 5), an internet-
enabled television service delivered via a dedicated set top box
with differentiated catch-up and on-demand services, and an
open platform for future application-driven innovation. We also
provide access to content for broadband customers without a
set top box, through the TalkTalk TV App. Our TV offer is unique
in the market for the breadth of our content offer and the flexibility
of access that customers enjoy, without any mandatory
subscription or buy-through requirements.
10
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 3
Customer experience and
operational excellence
4
Network capability
We have a proven track record of operational improvement.
Since the Demerger in 2010, we have delivered over £230m
of cost savings through integration, back-office and systems,
and process simplification programmes. This began with the
integration of the Tiscali business in 2010, and culminated in
our most wide-ranging operational improvement programme,
MTTS. MTTS was launched in 2013 to deliver material customer
service improvements, drive operating cost savings, reduce
subscriber acquisition costs and, ultimately, create a simpler
business. The programme is now substantially complete with
total cost savings of over £87m from its introduction in 2013 to
March 2017. These savings have helped us to mitigate underlying
cost increases from the growing demands on our network as
customers’ data usage has grown.
Delivering better quality at a reduced cost of operation is
fundamental to our growth expectations. Further simplifying
our service footprint and customer insight systems; reducing
the costs of failure; and better leveraging our procurement and
cost assurance processes will allow us to continue investing in
our network and customer propositions. Over the medium
term, this will result in a fundamentally higher quality of
operation and reduce our cost/revenue ratio, whilst also
allowing us to reinvest efficiencies into further customer
experience improvements.
Our fixed line network currently covers approximately 96%
of the UK’s homes. The only comparable fixed line unbundled
network is operated by Sky, which covers approximately 90%
of the UK’s population. Virgin Media’s and Vodafone’s fixed line
unbundled networks only cover approximately 55% and 60%
of the country’s population respectively. At the heart of our
network is the unbundling equipment (digital subscriber line
access multiplexers, multi-service access nodes and Ethernet
switches) that we have installed in over 3,000 BT exchanges —
the largest such deployment in the UK. This allows us to utilise
the copper line that connects customer premises to the
exchange. The exchanges are connected via collector nodes
and 10Gbps collector rings to more than 4,000 miles of our
dark fibre core optical network – a high-speed, high-capacity
all-IP national backbone that enables efficient and flexible
routing of voice and data traffic. The size and all-IP nature of
our network also allows us to scale it very efficiently for growing
usage, while driving down unit costs.
In 2016, we completed the first phase of our backhaul upgrade
(from 1gb to 10gb circuits) to deliver significant improvements
in network performance for our FTTC customers. We also
completed our Next Generation Edge (NGE) programme of
upgrading all regional nodes within our fixed line network, and
up-weighted 90 exchanges on the new Next Generation Access
(NGA) architecture by the end of March 2017. We expect another
1,000 exchanges to be completed over the next 12–18 months.
We have made excellent progress with our FTTP trial in York.
The initial roll-out to over 14,000 homes was completed in
March 2017, with penetration of serviceable homes at c.27%
(c.2,500 of whom are TalkTalk customers). Build costs were
under our £500 per home target, with take-up and customer
satisfaction also ahead of targets. Following the success of this
first phase, work has now begun on the planning work to extend
the network to a further 40,000 premises across the rest of York.
Continuing investment in the network over the next two years
will focus on delivering a simpler, more resilient architecture
that will future-proof the network and allow us to support the
expected increase in capacity utilisation at reduced unit costs,
and significantly mitigate future network operating costs that
otherwise would grow substantially as we expand our Ethernet,
FTTC and FTTP bases. We expect this investment to fall within
our normalised 6%–7% of revenue commitment and will include
a fully upgraded access layer (switches and backhaul) with
over 1,000 exchanges equipped with 10gb backhaul circuits.
We also plan to scale dark fibre deployment across the
entire network, helped by a more favourable regulatory
pricing environment.
11
Annual Report 2017 TalkTalk Telecom Group PLC Measuring our performance
Financial metrics
Headline revenue⁽¹⁾
(£m)
On-net revenue
(£m)
Corporate revenue
(£m)
1,670
1,727
1,795
1,838
1,783
1,259
1,170
1,333
1,399
1,342
375
384
397
322
340
FY13
FY14
FY15
FY16
FY17
FY13
FY14
FY15
FY16
FY17
FY13
FY14
FY15
FY16
FY17
Definition
Total revenue before exceptional items
across the business including On-net,
Off-net and Corporate.
Definition
Total revenue across our On-net products
including On-net broadband, TV, mobile
and fibre.
Comment
Headline revenues⁽¹⁾ fell by 3.0%, reflecting
the c.3% lower average base during the year
(as a result of churn and lower connection
activity) and, during H2, the dilutive impact
of FLPP, offset in part by increased fibre
penetration, price increases and growth
in data products.
Comment
On-net revenues contracted by 4.1%,
reflecting the c.3% lower average base
(as a result of churn and lower connections
activity) and the dilutive impact of the FLPP
launched in October 2016, offset in part
by the increased penetration of fibre,
and re-pricing of legacy propositions
following the launch of FLPP.
Definition
Revenue from our Corporate products
including Voice, Data and Carrier services.
Comment
Corporate revenues grew by 3.4% largely
due to strong growth in Data revenues
(+30.8%), offsetting a decline in Legacy
Voice revenues (-17.9%), whilst Carrier
was broadly flat (+1.7%).
Data revenue
(£m)
Headline EBITDA margin⁽¹⁾
(%)
Headline free cash flow⁽¹⁾
(£m)
157
17.4
17.0
159
120
97
13.6
14.1
12.3
110
90
82
59
70
51
FY13
FY14
FY15
FY16
FY17
FY13
FY14
FY15
FY16
FY17
FY13
FY14
FY15
FY16
FY17
Definition
Revenues from our Data products
within TTB.
Definition
Headline EBITDA⁽¹⁾ as a percentage
of Headline revenue⁽¹⁾.
Comment
Data revenues continued to grow
strongly (+30.8% year on year), driven by
7,700 new connections to our Ethernet
and EFM base.
Comment
Headline EBITDA margin⁽¹⁾ grew to 17.0%
in the year with a significant step up in H2
to 19.8%, driven by savings from MTTS
and reduced SAC and Marketing costs.
Definition
Cash generated after net capital expenditure.
Comment
Headline free cash flow⁽¹⁾ was up year on year
largely driven by reduced capital expenditure
as a result of the proceeds of a property
sale and reduced spend on hardware.
(1)
See note 1 to the consolidated financial statements
for the Headline revenue and EBITDA definitions
and note 9 to the consolidated financial statements
for a reconciliation of Headline information to
statutory information.
12
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 Non-financial metrics
Broadband net adds
(On-net) (‘000)
On-net churn
(%)
TV penetration
(%)
190
1.58
1.59
1.60
115
117
1.36
1.45
37
38
35
-49
-181
26
7
FY13
FY14
FY15
FY16
FY17
FY13
FY14
FY15
FY16
FY17
FY13
FY14
FY15
FY16
FY17
Definition
The net of new On-net broadband
customers joining TalkTalk and those
leaving TalkTalk.
Comment
Our On-net broadband base contracted
in the year by 49k. The first three quarters
saw the challenging trading environment
impact net adds, but a return to growth in
Q4, off the back of the FLPP launch,
shows a promising trajectory heading
into FY18.
Definition
The percentage of our On-net customer
base leaving TalkTalk each month.
Definition
The percentage of our On-net MPF base
that take a TV package.
Comment
While average churn across the year was
1.5% (impacted by legacy price rises), we
saw improvements in Q4 and, with FLPP
seeing our in-contract base rise to nearly
60%, we expect to see churn continue to
improve in FY18.
Comment
The TV base declined by c.100k in
the year, but with a base of c.1.3 million
TV customers, a third of our base take a
TV product, with penetration at 35%.
Fibre penetration
(%)
Mobile penetration
(%)
EFM and Ethernet net adds
(‘000)
25
19
13
6
2
12
8
5
25
19
7.2
6.1
8.8
8.9
7.7
FY13
FY14
FY15
FY16
FY17
FY13
FY14
FY15
FY16
FY17
FY13
FY14
FY15
FY16
FY17
Definition
The percentage of our On-net MPF base
that take fibre products.
Definition
The percentage of our On-net MPF base
that take mobile products.
Comment
We added 223k net new fibre customers
during the year, taking the base to 927k,
representing 25% of the MPF base
compared to 19% a year ago.
Comment
We added 214k net new mobile customers
during the year, taking the base to 913k,
representing 25% of the MPF base
compared to 19% a year ago.
Definition
The net of new customers connecting to
Data products and those disconnecting
from Data products.
Comment
7,700 net new high-speed data lines
connected in the year. Business demand
for high-speed data continues to remain
very strong.
13
Annual Report 2017 TalkTalk Telecom Group PLC Regulatory environment
Our business activities, and those of BT, our largest supplier, are subject to the laws and
regulations of the EU and the UK. At the EU level, we are regulated by a variety of legal
instruments and policies, collectively referred to as the Common Regulatory Framework,
regulating the establishment and operation of electronic communications networks and
the provision of electronic communications services, such as telephony, internet access
and, to some degree, television services.
The Common Regulatory Framework does not generally address issues
of content. The Common Regulatory Framework primarily seeks to
open European markets for communications services and comprises:
• Directive 2002/21 on a common regulatory framework
for electronic communications networks and services;
• Directive 2002/20 on the authorisation of electronic
communications networks and services;
• Directive 2002/19 on access to, and interconnection of, electronic
communications networks and associated facilities; and
• Directive 2002/22 on universal service and users rights relating
to electronic communications networks and services.
These Directives are supplemented by EU Directive 2002/58,
regulating the processing of personal data and the protection
of privacy in the electronic communications sector.
In the UK, the Common Regulatory Framework is implemented through
(i) the Communications Act 2003, which regulates all forms of
communications technology, whether used for telecommunication
or broadcasting; and (ii) the Wireless Telegraphy Act 2006, which
regulates radio communications (including with respect to the
spectrum, licensing arrangements, usage conditions and charges,
licence bidding and trading, and enforcement and penalties).
The Privacy and Electronic Communications Regulations 2003,
as amended, implemented EU Directive 2002/58, regulating the
processing of personal data and the protection of privacy in the
electronic communications sector.
We are also subject to regulation under the UK Broadcasting Acts
1990 and 1996 and other UK statutes and subordinate legislation,
including the Competition Act 1998, the Enterprise Act 2002 and
the Enterprise and Regulatory Reform Act 2013.
The UK telecommunication market is regulated by Ofcom, which,
amongst other objectives, sets the charges and other terms for
wholesale access to infrastructure and associated services provided
by BT, where BT is deemed to enjoy ‘Significant Market Power’.
Most of the wholesale products we purchase from BT are provided
by BTOR. Ofcom’s objective is to serve consumers’ interests
through encouraging investment and ensuring that these wholesale
products enable effective competition in retail markets, so that
consumers and businesses benefit from a choice of attractive
services and retail service providers.
We rely upon a number of wholesale products from BTOR to be able
to offer services to our customers. The key wholesale products are
LLU (the copper connections into homes/businesses), Generic
Ethernet Access (GEA) (access to BT’s FTTC network) and Ethernet
(fibre links used to connect exchanges to our core network and also
to connect some business customers). The price and terms of these
are set by Ofcom though a triennial market review process which,
particularly in the case of LLU and Ethernet, gives us reasonable
certainty of future costs.
We, along with other communication providers, are required to comply
with various regulation and legislation. Our compliance with regulation
is monitored internally by the Regulatory Compliance Committee.
Electronic communication services
Ofcom Strategic Review of Digital Communications
Following a consultation in July 2015, Ofcom published the ‘initial
conclusions’ from its Strategic Review of Digital Communications
(the ‘Strategic Review’) in February 2016, designed to take a longer
term, more holistic view than the triennial market reviews.
In July 2016, Ofcom proposed its solution that BTOR should be set up
as a wholly owned subsidiary of BT (referred to as ‘legal separation’),
though it is keeping open the option of structural separation which
Ofcom CEO, Sharon White, has stated may be ‘the cleanest and
most clear-cut long term solution’. We have been vocal in urging
the regulator to take a bold approach, and the Government has
called on Ofcom to ‘take whatever action is needed to correct the
competition problems identified, and to promote the growth of
the digital economy, however radical a change that might be.’
Whilst legal separation will reduce BT’s ability to abuse its vertical
integration (as accepted by Ofcom) and should therefore benefit
us, we are clear that we believe only structural separation can
deliver the maximum benefits to the UK market.
Full structural separation would guarantee BT could not use its ownership
of BTOR for the commercial benefit of its retail division (through
preferential product design and pricing); nor could it divert BTOR
profit away from improving network performance for customers
in order to finance other corporate priorities. The guarantee of a
more competitive retail market would also act as an incentive for
alternative infrastructure investment.
In November 2016, Ofcom announced that it intended to mandate
legal separation of BTOR from BT after BT failed to offer voluntary
proposals that would address competition concerns to Ofcom’s
satisfaction. Such separation will require BTOR to become a distinct
company with its own independent board of directors and ownership
and control of its assets and resources. Ofcom specifically stated
that if legal separation could not be made to work, then full
structural separation remains an option.
14
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 In March 2017, Ofcom announced that BT had offered voluntary
commitments and that on the basis of these Ofcom would not
mandate legal separation. The voluntary commitments establish
BTOR as a separate legal entity with its own board though BT
is permitted to continue to influence BTOR's decision making.
Furthermore, BTOR will not own the assets it uses. Ofcom has
committed to monitor the new arrangements and if they are
not effective review whether to impose structural separation.
Broadband services
LLU charge control and service standards
In March 2017, Ofcom published the Wholesale Local Access Market
Review (WLAMR) which proposed regulation for Metallic Path Facility
(MPF) and GEA. Ofcom has proposed that the rental price of the MPF
variant that TalkTalk uses should reduce from £85.29 to £81.98 per
line per year in 2020/21 which reflects in part the implementation of
the revised cost attribution methodology that significantly reduces
BT’s costs allocated to regulated products and increases the costs
allocated to other BT divisions. There are material reductions
proposed in some other MPF services such as migrations and new
providers. Ofcom has also proposed materially improved minimum
quality standards that BTOR will be required to meet.
Ofcom expects the new regulation to be imposed from April 2018.
This leaves, for certain aspects of the regulation, a gap between the
end of the previous regulation (March 2016) and the new regulation
coming into force. Accordingly, Ofcom has proposed regulation that
reduces the MPF price in this period and continues the previous
minimum quality standards.
GEA charge control
BTOR provides wholesale access to its fibre infrastructure
(predominantly FTTC), on an equivalent basis to all communication
providers. BTOR’s wholesale product is called GEA. We use GEA to
provide our fibre broadband products. Currently the price of GEA is
not regulated. TalkTalk had previously called on Ofcom to introduce
‘margin squeeze regulation’, establishing a minimum margin between
BTOR’s wholesale GEA price and BT’s retail price. In March 2015,
Ofcom confirmed that margin squeeze regulation would come into
effect from April that year.
Ofcom’s WLAMR proposes imposing a price cap on GEA for the first
time. The specific proposal is that only the price of the 40/10 GEA
product is regulated since 40/10 is the product most used by BT’s
external customers and a price cap on 40/10 will constrain the price
of other GEA products (such as 80/20) – an approach known as
‘anchor product’ regulation. The proposed price for 40/10 GEA in
2010/21 is more than 40% less than today’s price: £52.77 per year
versus £88.80 today. The regulation is expected to come into force
from April 2018.
Duct and pole access
Ofcom set out in its Strategic Review that it would improve wholesale
access to BT’s ducts and poles so that BT’s rivals could use these
assets to rollout their own FTTP networks. In December 2016 and
April 2017, Ofcom outlined further proposals that would make using
BT’s duct and poles more feasible including: allowing them to be
used for providing leased lines; requiring BT to upgrade its assets
at its own cost to enable third party access; and ‘charge controls‘
on the prices BTOR can charge for access to ducts and poles.
Duct and pole access could benefit us by reducing the cost and
increasing the speed of the roll-out of our own FTTP network.
Universal Service Obligation
The UK Government is attempting to drive the deployment of superfast
broadband to 95% of the population of the UK by the end of 2017.
To supplement commercial FTTC roll-out, the Government has
funded the Broadband Delivery UK programme, which is focused
on delivering broadband to areas that the market will not serve
of its own accord.
In November 2015, the then Prime Minister David Cameron announced
an intention to introduce a broadband Universal Service Obligation
(USO), with the ambition to give people the legal right to request a
connection to broadband speeds of 10Mbps. The Digital Economy
Act 2017 gives the Secretary of State an explicit power to introduce
a new broadband USO of at least 10Mbps and require Ofcom to
review the USO to ensure it continues to meet minimum connectivity
requirements. Ofcom reported to Government in December 2016
on the key factors affecting the USO. The USO has cross-party
political support, and a new Government is expected to launch a
consultation on the scope of the USO, along with draft secondary
legislation, after the 2017 General Election. We are working closely
with the Government and the Opposition on the issue.
Business Connectivity Market Regulation
In May 2016, Ofcom published the final statement of its Business
Connectivity Market Review (BCMR), which sets regulation for the
dedicated fibre connections which are used by businesses, and as
backhaul connections for LLU and mobile networks. The regulation
included: price reductions averaging 40% over the next three years,
minimum service standards for Ethernet circuits provisioning
(where quality has been very poor for over three years) and an
obligation for BT to offer a dark fibre access product to be launched
by October 2017. The new regulation will benefit us in several ways,
including: immediate cost reductions, the opportunity to lower
costs further through using dark fibre, the ability to innovate our
products and an improvement in provisioning quality, which will
increase customer satisfaction. TalkTalk appealed a particular
aspect of Ofcom’s BCMR decision regarding how the dark fibre price
reflects non-domestic rates costs. TalkTalk won its appeal with the
result that dark fibre prices will materially reduce. BT and CityFibre
also appealed various other aspects of the BCMR decision. These
appeals are currently being heard by the Competition Appeals Tribunal.
15
Annual Report 2017 TalkTalk Telecom Group PLC Regulatory environment continued
Electronic communication services continued
Mobile telephony
EU roaming regulations for mobile telephony services
As an MVNO, we are subject to EU regulations relating to prices for
roaming services. These regulations set limits on certain wholesale
and retail tariffs for international mobile voice roaming, SMS tariffs and
data roaming within the EU, provide for greater levels of transparency
of retail pricing information, and impose measures to guard against
bill shock in respect of data roaming. In November 2015, the EU passed
legislation on the maximum retail roaming surcharges that can apply
from 30 April 2016 and the removal of roaming surcharges from
15 June 2017. The European Commission adopted the implementing
regulation on fair use and sustainability on 15 December 2016 and
the wholesale roaming regulation is due to come into force in
mid May 2017. We are implementing the required changes to
our roaming tariffs.
Switching
The Digital Economy Act 2017 introduced measures confirming
Ofcom’s powers to introduce policy to make it easier for consumers
to switch between telecommunication and TV providers. Ofcom is
due to publish next steps on switching reforms for triple play services
including telephone, broadband and pay TV in autumn 2017. It is also
consulting on proposals to reform switching of mobile communications
services and is due to publish a further consultation in spring 2017
before publishing a policy statement in autumn 2017. We are
supportive of a simpler, more customer friendly switching regime,
which we believe will favour a value for money connectivity provider
such as ourselves and are working closely with Ofcom on the issue.
Television and video-on-demand regulation
In the UK, we are required to hold individual licences under the
Broadcasting Acts 1990 and 1996 for any television channels
(including barker channels) which we own or operate and for the
provision of certain other services on our cable television platform,
such as electronic programme guides. These television licensable
content service (TLCS) licences are granted and administered by
Ofcom. Under these licences, each covered service must comply
with a number of Ofcom codes, including the Broadcasting Code,
and with all directions issued by Ofcom. Breach of any of the terms
of a TLCS licence may result in the imposition of fines on the licence
holder and, ultimately, the licence being revoked.
As a provider of On-Demand Programme Services (ODPS), we must
comply with a number of statutory obligations in relation to ‘editorial
content’ and notify Ofcom of our intention to provide ODPS. Failure
to notify Ofcom or comply with the relevant statutory obligations
may result in the imposition of fines or, ultimately, a prohibition
on providing an ODPS.
Ofcom previously imposed a Wholesale Must Offer (WMO) obligation
on Sky, following a finding that Sky had market power in the wholesale
supply of certain premium sports and premium movie channels.
The WMO required Sky to offer Sky Sports 1 and 2 on a wholesale
basis to other retailers at regulated prices. In December 2015,
Ofcom published a statement withdrawing the WMO obligation
on Sky since it considered that it was no longer necessary, though
it would reassess the need for regulation if supply did not continue
to be provided on reasonable terms. This change in regulation does
not directly affect us since we have commercial arrangements with
Sky, which we have recently successfully renewed.
16
Other material current or potential regulation
Brexit
On 23 June 2016 the UK voted to leave the European Union (EU).
The UK Government has been considering how the vote will impact
the future of telecoms regulation in the UK, including what aspects
of the Common Regulatory Framework will be replicated in the
Great Repeal Bill. Final decisions will be subject to the outcome
of the 2017 UK General Election and the subsequent negotiations
on the UK’s withdrawal from the EU. We are working closely with
the Government on the issue.
Appeals reform
The Digital Economy Act 2017 strengthened the regime for legal
appeals against Ofcom decisions. The Act imposes a higher standard
for appealing Ofcom’s decisions, thus putting Ofcom on a similar
footing to other UK sector regulators. We are supportive of this
change, as a stronger, more confident regulator will be beneficial
to us.
Child online safety
The Digital Economy Act 2017 introduced new powers designed
to protect children from accessing pornography online. The Act
enables Government to appoint a regulator that can compel ISPs
to block access to pornographic websites that do not have adequate
age verification mechanisms in place. We have worked very closely
with the Government and the proposed regulator, the British Board
of Film Classification, on the issue and support the new powers as a
proportionate way to protect children online.
Investigatory Powers Act
The Investigatory Powers Act 2016, which consolidates and
updates existing legislation governing the retention and sharing of
communications data, received royal assent on 29 November 2016.
We worked closely with the Government on the details of the legislation
and continue to monitor how the Act will apply to the business.
Illegal file sharing
We, along with other major ISPs, have voluntarily agreed to send
educational notifications to customers who have an IP address
assigned to their account which has been detected as being used
for illegal peer-to-peer file sharing. Along with BT, Sky and Virgin
Media, we sent the first notifications to customers in early 2017.
Separately, and pursuant to various court orders, we are required
to block access to certain sites that are used for illegal file sharing
and for trademark infringement.
Overall trends
Overall, the regulatory climate for telecommunication services providers
in the UK is one that increasingly favours challenger businesses such
as ourselves. Ofcom and the UK Government have consistently stated
over the last twelve months that they see competition as a driver of the
investment in telecommunication infrastructure that they seek, and are
now acting to deliver that. The combination of recommendations in
Ofcom’s Digital Communications Review including significantly tougher
oversight of BTOR, access to dark fibre, ducts and poles, and a change
in the appeals regime are all actions that favour challenger businesses
such as ourselves, and curb the supplier power that BT has over us.
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 TalkTalk's Fixed
Low Price Plans
The success of our Fixed Low Price Plans
demonstrates that our commitment to
making our service simple, affordable,
reliable and fair is the right thing for our
customers and the business.
Tristia Harrison
Chief Executive Officer
Chief Financial Officer’s statement
An increase in statutory profit
before taxation to £70m resulting
in a basic EPS of 6.1p for the year.
Iain Torrens
Chief Financial Officer
Overview
FY Headline revenue declined by 3% to £1,783m (FY16: £1,838m);
however, the Group delivered a 17% increase in Headline EBITDA
to £304m (FY16: £260m) and an increase in statutory profit before
taxation to £70m (FY16: £14m). The Board has recommended a
final dividend of 5.0p taking the total dividend for the year to 10.29p
(FY16: 15.87p). Net debt/Headline EBITDA fell from 2.82x in H1
to 2.57x (FY16: 2.61x) as some of the H1 Headline working capital
outflow reversed in H2 and net debt fell from its usual seasonal
peak of £847m at the half year to £782m at year end. The Group’s
medium term leverage target remains 2.0x. Committed headroom
at 31 March 2017 was £412m (FY16: £162m), reflecting the issuance
of the Group’s debut bond in Q4.
Headline revenue
Headline Group revenue of £1,783m was 3% lower year on year with
On-net revenues 4% lower, Corporate revenues 3% higher and Off-net
revenues (2% of total) 20% lower. The decline in On-net revenues
reflects the c.3% lower average base (as a result of churn and lower
connections activity), and the dilutive impact of FLPP launched in
October 2016, offset in part by the increased penetration of fibre,
and re-pricing of legacy propositions following the launch of FLPP.
Corporate revenue growth was largely driven by Data revenue (+31%)
which benefited from c.8k new connections to our Ethernet and
EFM base. The strong growth in Data revenue and 20% growth in
Next Generation Voice from tIPicall offset the now established
decline in Legacy Voice (-18%). As expected, Carrier revenues were
broadly flat year on year (+2%).
On-net ARPU for the year of £28.16 was 1.3% lower year on year, reflecting
the higher wholesale mix of the On-net base (24%; FY16: 21%), with
price increases in Q3 offsetting the mix effect and dilution from
recontracting on FLPP.
Headline gross margin
Headline gross margin of 53.2% was 80bps lower year on year but
saw a significant improvement in H2, rising to 54.5% from 52.0% in
H1, driven by a reduction in Carrier trading volumes, the impact of
price increases at the beginning of the half, growth in Data revenues
and the settlement of supplier claims, which together offset the
impact on margins of lower ARPU FLPP, a higher mix of wholesale
customers in the On-net base, and higher fibre volumes.
Headline operating costs, SAC and Marketing
Group operating costs declined by £14m year on year (and by £93m
on a statutory basis, as a result of higher cyber related costs in FY16),
with the benefits of MTTS and lower levels of bad debt provisioning
linked to the benefit of FLPP on churn and property reorganisation,
offsetting investment in network and IT infrastructure. In total the
MTTS programme delivered savings of £34m across the income
statement in the year and since inception in 2013 has yielded
cumulative savings of £87m.
The MTTS programme reached substantial completion during FY17
and continued to deliver various improvements to the customer
experience, namely repairing voice, broadband and diagnostics
flows, simplicity of bill redesign, introduction of the Premium
Address Source to improve leakage, and improvements in
Homemove and online. The delivery of the new agent desktop
interface for Collections and Tech agents was rolled out in Q4
to improve handling times.
Operating costs saw further reductions from our revised property
footprint with the adoption of revised ways of working enabling
us to rationalise our London property footprint and the realisation
of a £2m profit on the sale and leaseback of our data centre site in
Milton Keynes.
Network operating costs grew modestly with investment in new
backhaul investment, access network technology, IT systems,
security and maintenance offsetting rate savings, and lower
exchange costs.
SAC and Marketing costs fell by 28% year on year, with the growth in
SAC within TTB up 10% as a result of higher Ethernet volumes being
more than offset by lower retail connection volumes, and a year on
year increase in the settlement of service related disputes. In SAC,
we benefited from the extension of our agreement with a major
distribution partner for a five year period to provide the Group with
a lower cost outsourced solution for the management of fixed line
customer acquisitions. During the year this enabled us to accelerate
gross additions, whilst deferring a proportion of the upfront SAC
cost, which contributed £24m, net of expensed hardware costs of
£17m. By delivering a growing and higher quality base, at a lower cost
per add, we expect to see both revenues and gross profit expand in
future years.
18
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 Financial information
On-net
Corporate
Off-net
Headline revenue⁽�⁾
Headline gross profit
%
Operating expenses excluding amortisation and depreciation
SAC and Marketing
Headline EBITDA⁽�⁾
%
Exceptional items
Statutory EBITDA
Depreciation and amortisation⁽2⁾
Non-operating amortisation
Share of results of joint ventures
Operating profit
Net finance costs⁽3⁾
Profit before taxation
Taxation
Profit after taxation
2017
£m
1,342
397
44
1,783
949
53.2%
(459)
(186)
304
17.0%
(57)
247
(131)
(10)
(11)
95
(25)
70
(12)
58
2016
£m
1,399
384
55
1,838
993
54.0%
(473)
(260)
260
14.1%
(83)
177
(121)
(10)
(8)
38
(24)
14
(12)
2
05
For more information see our
FY17 business review
(1)
See note 1 to the consolidated financial
statements for Headline revenue and
EBITDA definitions and note 9 to the
consolidated financial statements for a
reconciliation of Headline information
to statutory information.
(2)
Includes exceptional items of £3m
(FY16: £nil).
(3)
Includes an exceptional credit of £7m
for interest receivable on settlement of
a dispute.
Headline EBITDA
Headline EBITDA grew by 17% to £304m (FY16: £260m). The margin
for the year grew from 14.1% to 17.0%, with the H2 margin of 19.8%
improving over H1 (14.4%) and H2 of FY16 (18.4%). In addition to the
revenue, gross margin, opex and SAC movements identified above,
Headline EBITDA was impacted by a number of additional items including
rebates from suppliers (£13m offsetting £13m associated costs),
incremental income regarding service level disputes (£10m) and a
reassessment of management estimates related to the recoverability
of certain trading receivables (£5m). Further details are contained
in note 3 to the consolidated financial statements.
Exceptional items
The net exceptional charge in the year amounted to £57m (FY16: £83m)
and includes one-off costs relating to the delivery of the MTTS
programme, which has now been substantially completed. £31m of
exceptional costs were incurred across the MTTS programme as a
result of continued improvement to the customer experience, systems
and processes and implementing changes to the Group’s organisational
structure, including costs associated with our move to a new single
North West location in the Soapworks, Salford, in June 2017.
During the year ended 31 March 2017, the Group began to reorganise
the business under the new leadership team focusing on fewer, clearer
priorities and less capital intensive projects that are focused on
investment in growing the Group’s core fixed line connectivity
business. As part of the review, the Group reassessed its mobile
go-to-market strategy and, whilst remaining committed to offering
mobile to its customers, has concluded not to pursue a femto
enabled, inside-out network strategy but instead to work closely
with Telefónica UK on an alternative customer offering.
This has given rise to exceptional costs of £49m (£9m cash) comprising
impairment charges and onerous lease costs in relation to technology
equipment that has no further economic benefit. Further costs may
be incurred during FY18 as the Group works with its MNO partners
on developing an alternative mobile distribution strategy.
In addition, £8m has been incurred relating to one-off costs in our
technology estate, as we change our underlying network structure
for efficiency and scalability over the next two years. These costs
have been offset by an exceptional credit of £29m in relation to
various prior year disputed network charges.
Cash exceptionals of £46m (FY16: £88m) include the costs incurred
during FY17 in relation to the delivery of MTTS and transforming our
network, together with the timing impact of prior year provisions and
working capital movements, most notably the timing of cyber attack
related technology cash costs of £12m. Looking forward to FY18, the
Group expects cash exceptional costs to fall to c.£10m–£20m as it
reaches settlement of the disputed network balances taken to
exceptional income in the current year and delivers on its plans to
transform its technology estate, pursue alternative mobile offerings
for all its customers, complete its property relocations and incur
further reorganisation costs following the transition to a new
management structure.
Depreciation and amortisation
Depreciation and amortisation expense increased from £131m to
£141m and included exceptional costs amounting to £3m in relation
to network transformation. Non-operating amortisation was flat
year on year at £10m.
19
Annual Report 2017 TalkTalk Telecom Group PLC
Chief Financial Officer’s statement continued
Share of results of joint ventures
Share of costs of joint ventures increased to £11m (FY16: £8m)
mainly due to the Group’s investment in YouView.
Net finance costs
Headline net finance costs for the year were £32m (FY16: £24m)
comprising of a blended interest rate of 3.6% (FY16: 3.1%) and including
£2m of amortisation of bank fees (FY16: £1m). On a cash basis, interest
was £35m, including £8m of fees related to the execution of the
Group’s debut bond issue in January 2017, debtor securitisation and
new bank facilities arranged during the year. In addition, following an
Ofcom determination, the Group recognised an exceptional credit
of £7m in relation to interest on a BT dispute settled in FY14 for the
overcharging of certain wholesale Ethernet services. The average
cash finance cost in FY18 is expected to be c.4.4%.
Taxation
The Headline tax charge for the year was £33m implying an effective
headline tax rate of 25% (FY16: 26%) against a statutory rate of 20%,
mainly driven by the impact of a reduction in the statutory tax rate
on our deferred tax assets. The statutory tax charge of £12m is net
of the release of a provision following the settlement of a legacy
demerger issue with HMRC during H2. There were no cash tax
payments in the year, and in H1, the Group recovered from HMRC
£2m in relation to the accounting period ended 31 March 2015.
We exited the year with recognised carried forward tax losses of
£339m (FY16: £299m) and continue to apply a ten year time horizon
from a recognition perspective.
Profit before taxation
Headline PBT, before exceptional items, was £133m, up 24% year on
year, with statutory PBT of £70m up £56m on FY16.
Earnings per share
Headline earnings (£m)
Basic EPS
Diluted EPS
Statutory earnings (£m)
Basic EPS
Diluted EPS
2017
100
10.5p
10.4p
58
6.1p
6.0p
2016
79
8.4p
8.3p
2
0.2p
0.2p
EPS on a Headline basis is provided alongside our statutory
measures to allow easier comparison year on year, due to the
impact of non-operating amortisation and exceptional items.
A full reconciliation to statutory results can be found in note 9
to the consolidated financial statements.
Basic headline EPS was 10.5p (FY16: 8.4p) and on a statutory basis it
was 6.1p (FY16: 0.2p). Fully diluted headline EPS was 10.4p (FY16: 8.3p)
and on a statutory basis it was 6.0p (FY16: 0.2p).
10.5p
Headline basic EPS⁽¹⁾
20
Net debt and cash flow
Headline EBITDA
Working capital
Capital expenditure
Operating free cash flow
Interest and taxation
Free cash flow
Exceptional items
Acquisitions
Dividends
Sale of own shares
Net cash flow
Opening net debt
Closing net debt
2017
£m
304
(28)
(133)
143
(33)
110
(46)
(18)
(150)
1
(103)
(679)
(782)
2016
£m
260
10
(166)
104
(22)
82
(88)
(12)
(135)
63
(90)
(589)
(679)
Net debt decreased from £847m in H1 to £782m at the year end
(FY16: £679m), with headline leverage falling from 2.82x to 2.57x
(FY16: 2.61x). Committed headroom at 31 March 2017 was £412m
(FY16: £162m), reflecting the issuance of the Group’s debut bond
in Q4.
Net cash flow for the year represented an outflow of £103m, with
the inflow from £304m Headline EBITDA offset by a combination
of the dividend (£150m), capital expenditure (£133m), interest costs
(£35m), exceptional items (£46m) and working capital (£28m).
Capital expenditure for the year was £133m, representing c.7.5%
(FY16: 9%) of revenues and including income from the sale and
leaseback of the Milton Keynes facility of £15m. This expenditure
represents continued investment and enhancement of our network
capability, additional costs in relation to our MTTS programme,
spend on our online systems to support the launch of our new
propositions and investment in our TV platform. We expect capital
expenditure in FY18 to be within our capex/revenue target of 6%–7%.
During the first half of the year the Group invested £59m in working
capital to finance a combination of stock delivered towards the end
of the last financial year, supplier payments related to the extended
distribution arrangement and the prepayment of marketing costs
ahead of the launch of FLPP in the autumn. Approximately £30m
of this working capital investment reversed in the second half, with
the impact of lower stock balances being broadly offset by a reduction
in trade payables. Debtors increased during the period by £28m,
reflecting a combination of amounts due in respect of supplier
claims and a higher level of prepayments in respect of financing,
fees network and IT costs and property related expenses linked
to our move to the Soapworks.
Acquisitions expenditure in the year of £18m (FY16: £12m)
represents £10m (FY16: £8m) in respect of the YouView joint
venture and £8m in respect of contingent consideration for prior
period acquisitions of tiPicall, the Virgin Media Off-net broadband
base and the Tesco broadband base.
(1)
See note 1 to the consolidated financial statements for Headline basic EPS definition
and note 9 for a reconciliation of statutory information.
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017
Going concern
The Board have acknowledged the guidance ‘Guidance on Risk
Management, Internal Control and Related Financial and Business
Reporting’, published by the FRC in September 2014.
Our business activities, together with the factors likely to affect our
future development, performance and position are set out in the
Business Review. Our financial position, cash and borrowing facilities
are described within this statement.
The breadth of our base, our value for money proposition, continuing
improvements in operating efficiency and the largest unbundled
network in the UK mean that the Board are confident in our ability
to continue to compete effectively in the UK telecoms sector.
We have £1,244m (FY16: £944m) of committed credit facilities and
as at 31 March 2017 the headroom on these facilities was £412m
(FY16: £255m). Our forecasts and projections, taking into account
reasonably possible changes in trading performance, indicate that
there is sufficient cash and covenant headroom on our facilities and
that this, together with our market positioning, means that we are well
placed to manage our business risks successfully and have adequate
resources to continue in operational existence for the foreseeable
future. The Board have therefore adopted the going concern basis
of accounting in preparing the consolidated financial statements.
Viability statement
Details of the considerations undertaken by the Board in reaching
their conclusions are set out on page 40 within the Corporate
Governance section.
Iain Torrens
Chief Financial Officer
10 May 2017
Dividends
Dividends of £150m paid in the year (FY16: £135m) comprised the final
dividend for FY16 of 10.58p and the interim dividend for FY17 of 5.29p.
The Board is committed to returning the business to revenue and
customer base growth, improving cash generation and reducing
leverage, and in this context has declared a final dividend for FY17
of 5.0p (FY16: 10.58p), taking the total dividend for the year to
10.29p (FY16: 15.87p). For FY18 the Board expects to declare an
interim cash dividend of 2.5p (FY17: 5.29p) and a final cash dividend
of 5.0p (FY17: 5.0p) taking the total cash dividend for the year to 7.5p
(FY17: 10.29p). Looking beyond FY18, the Board expects to resume
dividend growth once the business returns to earnings growth and
has reduced leverage towards the Group’s net debt/Headline
EBITDA target of 2.0x.
The final dividend for FY17 will be paid on 4 August 2017, subject to
approval at the AGM on 19 July 2017 for shareholders on the register
on 7 July 2017 (ex-dividend 6 July 2017).
Funding and capital structure
The Group is financed through a combination of bank facilities,
US Private Placement notes, Senior notes, debtor securitisation,
retained profits and equity.
The Group continues to review its funding and capital structure with
the objectives of diversifying sources and managing both the average
tenor and interest cost. During the year the Group made significant
progress on these objectives with the introduction of a £75m debtor
securitisation facility in September 2016 and in January 2017, following
the publication of credit ratings from both Fitch (BB- stable outlook)
and Standard & Poor’s (BB- positive outlook), the successful launch
of our debut public bond offering. On 15 January 2017, the Group
raised £400m of Senior notes at a coupon rate of 5.375%, enabling
it to retire £150m of shorter dated bank facilities. The Senior notes
have been listed on the Channel Islands Securities Exchange.
At 31 March 2017, the Group had total facilities, including the Senior
notes and US Private Placement notes, of £1,244m (FY16: £944m),
further detail of which is given in the notes to the consolidated
financial statements. At 31 March 2017 £832m (FY16: £689m) had
been drawn under these facilities, leaving £412m (FY16: £255m) of
undrawn facilities.
Subsequent to the year end, the Group has completed the refinancing
of its banking facilities for a further five years and as such, at 9 May 2017,
the Group’s debt facilities consisted of the £400m Senior notes,
$185m US Private Placement notes, £75m debtor securitisation
facility and £640m committed bank facility. The average term
of our debt at 31 March 2017 was three years eleven months, which
has increased to four years ten months from 8 May 2017.
The Group was in compliance with the terms of all its facilities, including
the financial covenants, at 31 March 2017 and throughout the year
and expects to remain in compliance with the terms going forward.
21
Annual Report 2017 TalkTalk Telecom Group PLC Principal risks and uncertainties
Every organisation faces risks of varying severity as an inherent part of doing business.
Some of these are within the control of the organisation and others are not.
The Board has identified the following principal
risks and uncertainties to the Group, which
the Group seeks to proactively manage and
monitor on an ongoing basis. The details of
these principal risks, and the controls in place
for mitigating them, are outlined below in no
particular order of severity. In October 2016,
TalkTalk revealed simplified new branding
reflecting its mission to deliver simple,
affordable, reliable and fair connectivity
for everyone. The principal risks have been
identified and assessed with consideration
to the impact on the Group’s ability to
deliver its strategy and therefore its mission.
In addition, a directional arrow has been
included alongside each risk to reflect the
movements in ‘gross risk’ from the prior year.
The Group’s risk management framework
facilitates continuous and ongoing discussion
of risks and associated risk appetite to ensure
the appropriate focus is placed on mitigating
principal risks. The Board will continue to
assess the principal risks and uncertainties
faced by the Group and will update the risks
and mitigation plans accordingly.
Strategy:
Strategic governance
Board
Audit Committee
Remuneration Committee
Nomination Committee
Operational
and financial
governance
Senior
Management
Team
First line
of defence
Second line
of defence
Third line
of defence
Operational
management
Central support
functions
Risk management
function (including
internal audit and
external advisers)
09
For more information
on our strategy
1
Profitable growth in Retail 2
Sustained momentum in TTB
3 Customer experience and
operational excellence
4
Network capability
Key:
Gross risk has increased
Gross risk has decreased
Gross risk remains broadly the same as the prior year
1 2 3
Gross risk
Customer trust and brand reputation
Risk and impact
Customer confidence and trust are critical
to TalkTalk’s business, and the Company’s
operating approach always seeks to do what
is right for the customer. However, as a value
for money connectivity provider in the market,
there is a risk that TalkTalk is perceived as a
‘budget’ provider, associated with price
rather than quality and service.
Business and industry challenges including
cyber threats and scam calls also present
a risk to brand reputation and trust.
Failure to maintain trust, improve brand
reputation and offer a positive customer
experience may result in increased churn,
performance decline and loss of
investor confidence.
Mitigation
TalkTalk remains confident of the role for a well-regarded value operator in the
market and is committed to delivering a positive end-to-end customer experience.
The MTTS programme has delivered improved customer experience through
better quality and availability of products and services. The remaining activities
in the programme have transitioned into business as usual with an ongoing focus
and commitment to continuous improvement of the customer experience.
The organisation also continues to invest in network and systems to support the
provision of reliable products to customers as well as ongoing investment in and
focus on security (see data and cyber security risk). In addition, TalkTalk continues
to support customers in dealing with the industry-wide issue of scam calls. Initiatives
such as the ‘Beat the Scammers’ campaign are designed to help customers
protect themselves from the threat of scams.
These activities have contributed to mitigating the risk and driving an improving
net risk position.
TalkTalk will continue to focus on existing as well as new customers, guided
by the four key principles we believe are critical to being a value for money
connectivity provider – simplicity, affordability, reliability and fairness.
22
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017
Mitigation
Structured talent forecasting and assessment processes are in place to ensure
required talent is proactively understood. A people scorecard is also in place
for ongoing monitoring and oversight of people risk and, where required, actions
to further mitigate risk exposures are identified and implemented. In addition,
Group-wide activities are carried out to assess the level of employee engagement
and insight gained is used to develop action plans to ensure a highly engaged
and motivated workforce is maintained. In addition, the organisation has
defined values which have been recently reviewed to include a focus
on commitment and delivery.
The Executive Committee assesses the engagement level of the workforce and,
in addition, performs an annual assessment of talent at senior management level
to ensure the right leadership is in place for motivating, inspiring and leading
the workforce to deliver on the corporate objectives.
A plan is in place to manage the leadership transition and the activities described
above will continue to be employed to understand and maintain colleague
engagement during this period.
Mitigation
A clear pricing strategy is in place with ongoing monitoring of pricing position
and value proposition. The strategy is reviewed to ensure it remains competitive
and continues to support our position as a value for money provider against the
changing competitor activity landscape. As a result, in FY17 TalkTalk launched its
FLPP with strong customer take-up. FLPP offers both new and existing customers
the opportunity to lock in their price for the term of their contract guaranteeing
no mid-contract price rises. The introduction of FLPP forms part of the risk
mitigation and driving an improved net risk position.
In addition, competitor pricing activity is monitored to understand customer
and market impact and plans are revisited accordingly if necessary. TalkTalk
uses customer communications to promote the value for money connectivity
provider message and is committed to helping customers understand the best
positioned package to meet their needs.
Mitigation
TalkTalk has been a vocal advocate of competition and is well placed to benefit
from an increasing trend toward a more pro-competition regulatory framework.
This poses a significant risk to incumbent players in the market, whilst presenting
potentially valuable opportunities for challengers. The business is actively engaging
with the necessary external stakeholders to share views and attempt to deliver
the best market and customer outcomes, as well as to proactively understand
and respond to the opportunities and challenges presented by structured
market changes.
People
Risk and impact
TalkTalk recognises employees as a key asset
and aspires to be a ‘Great Place to Work’ for
all colleagues. We understand the increasing
challenges and importance in the market
of attracting and retaining the right talent to
deliver current performance and future growth
aspirations. Failure to attract and retain required
talent and competencies may negatively impact
our ability to deliver on performance targets
and strategic objectives.
TalkTalk has undertaken an extensive
programme to understand and implement
the behavioural and values-based changes
required for the Company to evolve from
a start-up culture to a fully mature business.
Failure to successfully bring about this change
may have a negative impact on the Company’s
reputational and commercial outlook.
In addition, the change in leadership in 2017
will need to be carefully managed to ensure
colleague engagement and more mature business
culture are maintained during this period.
Competitive landscape
Risk and impact
TalkTalk is established as a value for money
connectivity provider in the fast growing quad
play market. The value proposition is a key part
of the business model and to date has provided
competitor differentiation. Over the last year
there has been significant activity particularly
in the retail competitive landscape which
presents continuously increasing gross risk.
There is a risk that this competitive backdrop
makes it difficult for TalkTalk to maintain
its value credentials.
Changing market structure
Risk and impact
The UK telecommunications market structure
is currently experiencing significant change.
Both the regulator and the Government have
acknowledged a pressing need to promote
competition and drive investment across
the market, and TalkTalk is well placed to
participate in the opportunities that may result.
Ofcom made a series of announcements designed
to improve the performance of BT Openreach
and make it easier for rivals to invest in alternative
networks. These included an agreement with
BT to legally separate Openreach in response
to the regulator’s Digital Communications Review;
proposed higher service standards for Openreach;
proposals to make it simpler for BT’s rivals to use
existing Openreach infrastructure when building
networks; and proposed lower Openreach
wholesale broadband prices. Ofcom also sets out
proposals for automatic compensation to retail
customers, which will impact all providers.
There is a risk that such significant change
to the structure of the industry could create
opportunities for regulatory gaming or fail
to deliver the positive customer outcomes
TalkTalk and Ofcom expect.
3
Gross risk
1 3
Gross risk
3 4
Gross risk
23
Annual Report 2017 TalkTalk Telecom Group PLC
Principal risks and uncertainties continued
Strategy:
1
Profitable growth in Retail 2
Sustained momentum in TTB
3 Customer experience and
operational excellence
4
Network capability
Key:
Gross risk has increased
Gross risk has decreased
Gross risk remains broadly the same as the prior year
Regulatory compliance
Risk and impact
The telecommunications sector is
highly regulated, with compliance over key
customer-focused regulations monitored by
the governing body, Ofcom. Another of the
key governing bodies relevant to the company
is the Information Commissioner’s Office
(ICO). The regulations and laws that TalkTalk
must comply with, including Ofcom General
Conditions and data legislation including the
Data Protection Act, are designed to support
customers and the regulatory landscape is
increasingly more demanding as it seeks to
further support customers. Failure to comply
with regulatory obligations may result in
negative customer impact and/or significant
regulatory fines as experienced by TalkTalk
following the October 2015 cyber attack.
Data and cyber security
Risk and impact
Security of customer, commercial and
colleague data poses increasing reputational
and financial risk to all businesses and the gross
risk remains ever increasing. In particular, the
ongoing rise in cyber and data related crime
presents a significant challenge in terms of
securing data and systems against attack.
TalkTalk receives most of its revenue through
card transactions and like many businesses
utilises third parties as part of doing business.
TalkTalk recognises that failure to successfully
secure data and systems against attack may
have a material impact on brand reputation
and financial performance. Other associated
costs may also be incurred, including
potential regulatory fines.
3
Gross risk
3 4
Gross risk
Mitigation
There has been continued focus on improving processes and controls and clarifying
lines of accountability both in first-line operations and in our second-line assurance
function. There has been significant progress with delivering improvements in our
complaint handling processes during the period and there is continued focus
on reducing complaint volumes.
While other matters that took place before the cyber attack remain under
investigation by the ICO, since the cyber attack TalkTalk has made significant
investments in driving more robust compliance and controls in the area of
data protection.
The Group’s Regulatory Compliance Committee, a subcommittee of the Board, has
continued to convene throughout the year to monitor the mitigation of operational
risks which could give rise to customer complaints and regulatory breaches. The
Group Legal Counsel and Company Secretary has chaired weekly compliance
meetings throughout the year, attended by senior management.
There will be a significant amount of activity for the Group in FY18 as it prepares
for the introduction of the new General Data Protection Regulation (GDPR) in May 2018
and delivers changes in response to Ofcom’s review and updates to various General
Conditions. The progress of this activity will be governed by the existing Compliance
Committee and meetings to ensure effective delivery.
Mitigation
Since the cyber attack in October 2015, TalkTalk continues to invest in and focus
on actively implementing an ongoing programme to build security capability.
The organisation’s security strategy is centred around four strategic themes:
• Secure by Design;
• Secure in Operations;
• Secure Third Parties; and
• Secure Culture.
The strategy is underpinned by the NIST Cyber Security Framework and is
positioned to continuously improve the security maturity of the organisation,
as well as maintaining and updating ongoing activities (such as monitoring activities,
vulnerability scanning, penetration testing and the data loss prevention solution)
to ensure they remain fit for purpose.
Since the cyber attack, significant investment has been made in building out
a bigger security function and capability including establishing an in-house Security
Operations Centre, bringing currently outsourced monitoring activities in house,
which is due to go live in autumn 2017. Investment also continues to be made in
security related resource with the hire of a permanent Chief Security Officer who
joined the business in July 2016 and the Group Data Protection Officer who joined
in December 2016. The security function will work closely with the Group Data
Protection Officer over the next twelve months to support delivery of the new
data protection requirements under the General Data Protection Regulation.
These activities and investments are supporting management of the risk
and improving net risk trajectory.
In addition to the above, a robust governance structure remains in place with
the Security Committee meeting every two months. This is a subcommittee of
the Board, chaired by the Chief Executive, with senior executive representation
and including a Non-Executive Board member.
24
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017
Resilience and business continuity
1 2 3 4
Risk and impact
TalkTalk is reliant on its infrastructure
as well as key third party suppliers and
partners in order to deliver quality products
and services to its customers. Network,
system or third party failure could result
in significant disruption to services or
business processes, which may have a
negative impact on customers and
therefore damage customer loyalty or drive
complaints. It is therefore important to
establish resilience in the network and
require resilience from our third parties
and partners. It is also noted that in the
event of an incident, TalkTalk must be able
to respond in an efficient and effective
manner in order to minimise impact on
customers and performance.
Mitigation
Network resilience is assessed and monitored on a regular basis and, over the
last year, TalkTalk has continued to deliver network improvements supporting
greater resilience. Continuous monitoring of network availability is also in place
to ensure any issues are identified in a timely manner. Where an incident does
occur, a robust incident response process is in place and exercised to ensure
effective response, followed by a problem management review that is linked
to service improvement. The Group recognises that network resilience is also
reliant on the dependency on BTOR for the last mile and as such Ofcom focus
on BTOR processes, systems and controls should help mitigate the risk.
Other prioritised critical processes, systems and third parties are identified
and business owners are assigned accountability for assessing resilience and
implementing business continuity plans to enable continuity of operations in the
event of an incident. TalkTalk also continues to invest in supporting appropriate
resilience on critical systems taking a risk-based approach. For third parties, the
relationship owners are assigned accountability for requiring critical third parties
to have adequate business continuity plans in place and obtaining third party
assurance that their plans have been reviewed and tested on a regular basis.
Financial
Risk and impact
As with many organisations, TalkTalk must
actively manage liquidity risk. Other key
financial risks include availability of long term
funding, the ability to comply with covenants
and other terms of funding arrangements,
and foreign exchange and interest rate risk.
In addition, there are a number of changes
to accounting standards that will be adopted
in FY19, in particular IFRS 15 and IFRS 16.
Mitigation
The Group Treasury function is responsible for managing the Group’s liquid
resources and managing compliance with the terms of funding agreements.
Policies and operating procedures are in place and these are regularly reviewed
to ensure they remain appropriate for the business. In addition, the Executive
Committee and the Board oversee the liquidity and funding position of the
Group on a regular basis and are required to provide approval on major
and significant funding decisions.
The Group Treasury function is also responsible for managing foreign exchange
and interest rate risks in line with the Group’s policy.
TalkTalk has established a change project to deliver the required changes
to accounting standards over accounting for revenue from contracts with
customers (IFRS 15) and lease accounting (IFRS 16).
Change delivery and execution
Risk and impact
Delivery of performance objectives and
development of the business is reliant on
the ability to successfully deliver innovation
and other operational changes required to
support growth and performance. Failure
to effectively deliver significant change
programmes and associated benefits critical
to TalkTalk’s strategy would result in an inability
to deliver performance objectives and limit
TalkTalk’s competitive position in the market.
Mitigation
Following the implementation of a formal change framework for significant change
projects in FY16, TalkTalk has continued to embed the framework more broadly
for all change projects in FY17. The framework is intended to ensure a desired level
of quality is reached throughout the lifecycle of each project and has supported
successful delivery of key change programmes in FY17, including the introduction
of FLPP.
The Group Change function remains a key control for facilitating prioritisation
discussions to ensure people and financial resources are appropriately engaged,
allocated and focused. Performance measures for key change projects are defined
and monitored and regularly reviewed by Group Change. Monitoring and oversight
of key change projects occurs at both the business unit leadership team level and by
the Executive Committee on a regular basis, enabling real time consideration of the
potential impact of other operational and strategic activities on change projects.
Gross risk
1 2 3
Gross risk
3
Gross risk
25
Annual Report 2017 TalkTalk Telecom Group PLC
People
TalkTalk has a unique culture founded on
living our values everyday and our mission
to deliver simple, affordable, reliable and
fair connectivity for everyone.
Mark Dickinson
Chief People Officer
Building a Great Place to Work
The feedback from our 2016 engagement survey continues to inform
our ‘Great Place to Work’ strategic priority and this year supported
our focus on four key areas: Future Organisation – evolving our structure
and making sure we have the right skills and capabilities for the
future; Next Generation Working – creating a working environment
that is frictionless, flexible and collaborative; Culture – being clear
about the values and behaviours we need to be successful; and
Operational Excellence – ensuring that we continually monitor and
improve the areas that colleagues expect us to deliver every day.
The journey will continue in the year ahead, but some of the
highlights so far include:
1. Future Organisation
We constantly review our organisation size, shape and capabilities.
We use a methodology called ‘Future-back’ to help us predict which
skills and capabilities we need to develop or acquire to keep us
competitive or put us ahead of our competition. Across 2016 we
developed a series of organisational priorities centred around
improving our Technology function, how we make best use of our
data and gain better insights for the benefit of our customers, and
we started a transformation of our Finance teams. In the year we
hired almost 900 new colleagues including our most successful
graduate programme to date.
2. Next Generation Working
Most of our colleagues are based in the North West of England
in two sites about ten miles apart. For some time we have wanted
a workplace where our people can give their best, a place where
they can collaborate, communicate and do great work in a flexible,
modern, attractive environment. We have secured 1,200 sq m of
the Soapworks by Media City in Salford Quays. This will be our new
North West site and will provide a great place to work for everyone
there and will help us to attract the great talent we need for our
growth as a business in the Northern Powerhouse. We move in
June this year.
Getting the best out of how people work is just as important as
where they work and we have made great strides in all our locations
in creating a more flexible, better balanced work and lifestyle
environment where this is at all possible. And our people love it.
Giving people the tools to further support our next generation
working styles and enhance collaboration across the business has
also been important this year. We have rolled out Microsoft Office
365 to all of our colleagues. Office 365 will provide our people
with the latest suite of Microsoft applications, providing a mobile,
evergreen, cloud-based and more secure user experience, and
new ways to work more closely with their team members, no matter
where they are based.
Soapworks, Salford Quays
26
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 3. Culture
TalkTalk has a unique culture founded on its values and a clear mission
to deliver simple, affordable, reliable and fair connectivity for everyone.
Following a review of our culture over the last 18 months – encompassing
feedback from our people, the findings from our internal post-cyber
incident review conducted with PwC in 2015 and the results of our
Great Place to Work survey in early 2016 – this year, we undertook a
full review of our company values to make sure they are fully reflective
of the organisation we wish to be. As a result of this review, in which
we held workshops with all of our senior leaders, and diverse groups
of colleagues and partners, we have rearticulated our values as below,
to make them clearer, and introduced a new sixth value – ‘We deliver
our commitments’, to place even greater emphasis on accountability
and quality of delivery.
These six newly articulated values will be formally relaunched in the
business in May 2017, and embedded through the development of
supporting behaviours aligned to each value. Once designed, we will
integrate these behaviours throughout the colleague lifecycle to
reinforce our culture, ensuring that we are recruiting, developing and
celebrating our people for demonstrating the qualities that are most
important for our continued success.
Simple, affordable, reliable and fair connectivity for everyone
Which we deliver, living our values everyday…
Every customer
matters
We zig when the
world zags
We want to get
it right for our
customers – no
matter who they
are, or how long
they’ve been with
us, we focus on
the things that
mean the most
to them
When we spot
an opportunity,
we’re not afraid
to challenge and
innovate
We always save
our customers
money
The price has to
be right – but that
doesn’t mean
compromising on
service
We provide
our customers
with affordable,
reliable products
and services
that just work
We can be
ourselves here
We do the
right thing
We deliver our
commitments
People from
all walks of life
thrive here – that
difference makes
us stronger, more
fun and a better
place to work
Business is about
more than just
making money
It's about having
the courage
to stand up for
what’s right – for
our customers,
colleagues,
partners,
shareholders and
local communities
If something’s
worth doing,
it’s worth doing
properly. That
means we always
take ownership,
identify clear
priorities, plan
thoroughly and
deliver flawlessly
from start to finish
27
Annual Report 2017 TalkTalk Telecom Group PLC In May 2016, we communicated our strategic priorities for the year
ahead with an ‘All Hands’ tour of every site in the UK and abroad.
We also hosted an ‘All Hands’ webcast between sites in November
to check in on the progress of our priorities.
In the autumn, we also hosted an annual off-site festival called the
Great Getaway, where colleagues and their families come together
for a day of fun activities and musical acts as means of recognising
their contribution to the business.
Colleague recognition
Celebrating those colleagues who champion our culture and go above
and beyond is very important to us and we continue to recognise the
individuals who are living our values through our On The Spot award
scheme. Once a year at our All Hands event, we also recognise the
‘Superheroes’ amongst our colleagues and partners who have made
an outstanding contribution to the business over the past year. In 2016,
15 TalkTalk Superheroes from around the world were rewarded with
a trip to London, where highlights included a dinner with members of
our Executive Committee, a trip to see the Big Data exhibition at the
Science Museum and a VIP experience at the Great Getaway festival.
Gender and diversity
Our people come from different backgrounds and cultures,
creating a vibrant working environment that thrives on new ideas
and fresh thinking.
The importance of diversity, equality and non-discrimination is
highlighted in our Equality Policy and clearly articulated in our corporate
value – ‘We can be ourselves here’ – which guides the respectful way
we behave towards each other. We believe that people from all walks
of life thrive here – that difference makes us stronger, more fun and
a better place to work.
From our 2016 Great Place to Work survey we know that 80% of
our people feel they can be themselves at work, which we believe
gives us a competitive advantage. Furthermore, we scored 90%
against the survey’s diversity metrics around the fair treatment of
our people. A breakdown by gender of the number of people who
were Directors of the Company, senior managers and other
colleagues as at 31 March 2017 is set out below:
Female
Male
Directors ⁽¹⁾
Senior
management
All
colleagues ⁽¹⁾
3
13
25
61
753
1,543
(1)
Includes Non-Executive Directors.
People continued
4. Operational Excellence
Colleague performance and development
This year we have focused on enabling performance through learning.
In February 2017, we launched a new, pioneering Learning Management
System – Workday Learning – a central source of learning material
and courses for all colleagues. Accessible online from anywhere,
this system provides centrally created content and user generated
content, enabling colleagues to share their own knowledge and
skills with their peers, driving collaboration.
Throughout 2017, we will continue to focus on investing in technical skills,
as well as lifting the digital literacy and capability in the organisation.
We will also be reviewing our people leader programmes to ensure
that we continue to up-weight manager and leader capability.
Colleague benefits and share ownership
We continue to offer a comprehensive range of voluntary benefits,
enabling colleagues to make choices to suit their lifestyle. We evaluate
these on an annual basis, and this year we offered our colleagues
even greater flexibility, with the ability to opt in and out of certain
benefits throughout the year as their circumstances change.
Throughout 2017, we will also begin to focus on a more holistic
approach to colleague wellbeing, with benefits, education and
resources tailored to our four pillars of wellbeing: Financial, Mental,
Physical and Lifestyle.
Share ownership remains an important part of our culture and over
45% of our people currently participate in our Sharesave and Share
Match Schemes. Having so many of our people as shareholders
creates great engagement and alignment with the interests of our
investors. We strongly believe in our colleagues being advocates for
our products and continue to offer free home phone, broadband,
fibre and TV to all colleagues, as well as half-price mobile packages
and TV content offers throughout the course of the year.
Colleague consultation – One Voice forum
One Voice is a consultation and information forum consisting of
80 nominated colleague representatives, management and members
of our People Services team. The forum meets regularly to discuss
how the key issues we face as a business might affect our colleagues,
to share feedback and discuss other relevant colleague matters.
Colleague communications and events
We have a number of formal and informal channels that we use to
keep our colleagues up to date, energised and engaged. Our online
collaboration tool, The Wire, remains a critical communication
tool for the business. The tool supports blogging at all levels of the
organisation, so colleagues can share what they are working on and
seek feedback. We have continued to run ‘We Talk’ sessions on
The Wire which involve hosting an online Q&A on a specific topic
so that colleagues can ask any related questions and have them
answered by a subject matter expert. We provide all colleagues with
an overview of all the key business news from The Wire every Friday,
in an email publication called ‘Re:Wired’. We also issue biweekly
email communications to all People Managers with all the key
information they need to support their teams.
28
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 The move to Soapworks is all about
offering our people a vibrant and modern
environment they can be proud of. It has
been designed to offer our people more
choice and flexibility about how and where
they work, and offers a range of different
working environments – whether they
want a creative space to collaborate with
colleagues, or a quieter area to concentrate
– Soapworks has it all. We can’t wait to
move in and welcome our North West
colleagues there this summer, and to
become a key part of the growing
Tech community in Salford Quays.
Mark Dickinson
Chief People Officer
Corporate social responsibility
We want everyone to be able to enjoy the benefits of being online so this year we have
continued to focus our efforts on improving digital skills, safety and security. Working in
partnership with Good Things Foundation, Internet Matters and Get Safe Online we have
delivered a calendar of awareness activities to help ensure connectivity is a force for good,
for everyone – from our customers to wider society.
Digital skills and inclusion
There are still over 12 million people in the UK who do not have basic
digital skills. Many are older, disabled or financially disadvantaged –
precisely those who would benefit significantly from being digitally
connected to loved ones, information and useful products and
services. To help change this, we have worked with Good Things
Foundation (previously Tinder Foundation) since 2012. They bring
together thousands of community partners to create the Online
Centres Network, a place where people across the UK can gain the
support and skills they need to change their lives and overcome
social challenges.
This year we donated £80,000 to Good Things Foundation. Together
we launched a new e-learning module on their Learn My Way platform
to explain the importance of safety and security online. ‘Staying safe
in your digital world’ launched in October’s Get Online Week and at
31 March 2017 it had been completed by 2,701 people. Hundreds of
TalkTalk employees also continue to volunteer as digital champions
at their local Online Centre, helping learners gain the vital digital skills
needed in today’s world.
Digital safety and security
One of the most significant ways industry can support digital safety
and security is through the products and services we offer. Back in
2011, TalkTalk was the first internet service provider to launch a
whole-home filtering service, called HomeSafe®, to all residential
customers at no extra cost. We also offer a similar service to
business customers providing instant protection to all internet
devices, called WorkSafe®, as part of our Business broadband
packages again at no extra cost.
Last year we also made our SuperSafe Boost free to all customers to
provide protection from viruses and malware, as well as secure web
browsing. To build on this, we have now launched TalkSafe. This is a
new, simpler, smarter and safer way of identifying a customer when
they call us. By creating a voiceprint, we can verify the caller without
having to ask security questions – it is even able to spot the difference
between identical twins. At 31 March 2017, nearly 1 million customers
have replaced their password with voice biometrics.
We have continued to support Get Safe Online, the UK’s leading source
of practical advice on how to protect people, devices and businesses
against fraud, and we made a £25,000 donation in FY17. We also
launched ‘Beat the Scammers’ – our education and awareness
campaign, designed to protect consumers from the growing threat
of scams. 500,000 customers have activated our free nuisance and
scam call protection tools and 10,000 customers a month report
scammers’ details online to help us prevent them from targeting
other customers on our network. Since the launch of ‘Beat the
Scammers’ Action Fraud data shows a 25% reduction in reports
of fraud claims where the caller has purported to be from TalkTalk.
We are now blocking 100 million scam calls every month and want
to help everyone stay one step ahead of scams. To that end, TalkTalk
became the first telecoms provider to create a set of specific
guidelines outlining information we will never ask customers for.
The ‘Nevers’ have been communicated to all customers through
email, letter and engineer visits. It is hoped that other telecoms
providers will follow suit to develop an industry-wide set of rules.
To help keep children safe online, in 2014 we joined forces with BT,
Sky and Virgin Media to create Internet Matters, an independent
not-for-profit organisation that provides information, support and
advice for parents and carers. This year we invested an additional
£500,000 in Internet Matters and generated more than £4m of
in-kind marketing value by supporting awareness and information
campaigns in internal and external communications. We also joined
the Royal Foundation Taskforce on the prevention of cyberbullying,
working with industry partners and advisers to ensure families are
supported and have the confidence to find appropriate help
and resources.
TalkTalk is also a member of the Internet Watch Foundation, the
not-for-profit entity that works tirelessly to eliminate child sexual abuse
imagery online. In FY17 we donated £104,000 and we implemented
the charity’s URL list service so that our customers are prevented
from accidentally stumbling upon child sexual abuse imagery. It also
helps protect those victims from having their images seen over and
over again.
Ambitious about Autism
Thanks to our colleagues, customers and suppliers, we have raised
£3m in the last ten years for Ambitious about Autism, the national
charity for children and young people with autism. We celebrated
this milestone after hosting a gala dinner in November 2016, which
raised £402,975 for the charity in one night.
We are passionate about the positive role technology can play
in improving lives and there is no doubt that technology is critical
in helping to open up the world to the children and young people
that Ambitious about Autism supports. One of the projects we
have helped to fund and set up is ‘Talk about Autism’ – an online
community where families can get advice, support and share their
experiences. Today the forum has over 11,000 members and last
year it received over 360,000 visits.
Supporting our people
TalkTalk is also proud to support the causes that matter most to our
employees. Everyone has the opportunity to nominate a registered
charity to receive £50 every year, and in FY17 we have donated
£16,160 to 106 charities across the UK.
The Group did not make any political donations in the current or the
previous year.
30
Strategic reportTalkTalk Telecom Group PLC Annual Report 2017 Protecting our environment
This section covers our mandatory reporting of greenhouse gas emissions pursuant to the Companies Act 2006 (Strategic Report
and Directors’ Report) Regulations 2013 (the ‘Regulations’) from activities for which the Group is responsible.
We are dedicated to improving energy performance across the Group. We have committed to reducing the environmental impact
of our business and have a target to reduce CO2 intensity by 80% by the end of FY20, which we are on track to deliver.
Emissions from:
Combustion of fuel and operation of facilities
Electricity, heat, steam and cooling purchased for own use
Company’s chosen intensity measurement:
Emissions reported above, normalised to tonnes of CO2e per average gigabit of bandwidth⁽¹⁾
(tCO2e/gb)
(1) Average gigabit of bandwidth for the year ended 31 March 2017 is 2,138gbs (2016: 1,748gbs; 2015: 1,182gbs).
2017
Tonnes
of CO2e
1,205
15,261
2016
Tonnes
of CO2e
1,172
16,819
2015
Tonnes
of CO2e
2,550
16,257
7.7
10.3
15.9
We report our emissions data using an operational control approach to define our organisational boundary, which meets the definitional
requirements of the Regulations in respect of those emissions for which we are responsible.
We have reported on all material emission sources that we deem ourselves to be responsible for. These sources align with our operational
control and financial control boundaries. We do not have responsibility for any emission sources that are beyond the boundary of our
operational control.
As part of our overall commitment to reducing our carbon emissions, we also track CO2 emissions from all sources, including those for which we are
not directly responsible, such as commercial flights. According to our internal tracking, we have continued to reduce our carbon intensity as follows:
tCO2e/gb
Energy⁽1⁾, transport⁽2⁾ and hotels
(1) Primarily electricity, but also some natural gas and backup generator fuel.
(2)
Includes rail, air and car travel.
2017
28.9
2016
38
2015
61
This year we have also retained our ISO 50001 accreditation and renewed our Carbon Saver Gold certification for the ninth year running.
As a result of our continued commitment to increase energy efficiency, we have also improved our Carbon Disclosure Project Climate
Change score from D to B.
Modern slavery
The Group is committed to identifying and challenging aspects of our work that have the potential to be high risk within our business and from
within our supply chains, including those of our sub-contractors and partners. Our Modern Slavery Statement can be found on our Group website.
Strategic Report approval
This Strategic Report was approved by the Board of Directors on 10 May 2017 and is signed on its behalf by:
T Harrison
Chief Executive Officer
I Torrens
Chief Financial Officer
31
Annual Report 2017 TalkTalk Telecom Group PLC Board of Directors and PLC Committee
Executives
Sir Charles Dunstone
Executive Chairman
Sir Charles is the founder of The Carphone Warehouse and created
TalkTalk in 2002. He was appointed Chairman of TalkTalk in 2010 and
became Executive Chairman in May 2017. Sir Charles has directed
the development of TalkTalk to become one of the leading fixed line
telecommunication businesses in the UK. Sir Charles is currently
Chairman of Royal Museums Greenwich and Land Rover BAR and
recently stepped down as Chairman of Dixons Carphone PLC on
1 May 2017.
Tristia Harrison
Chief Executive Officer
Tristia is Chief Executive Officer of TalkTalk. Prior to this Tristia
was the Managing Director of TalkTalk’s Consumer business.
Tristia joined The Carphone Warehouse Group in 2000 and has
held a number of senior management and executive positions
in The Carphone Warehouse and TalkTalk Group. She joined the
PLC Board in 2014. Tristia is also a Trustee at Comic Relief and
national charity Ambitious about Autism.
PLC Board
Sir Charles Dunstone, Executive Chairman
Tristia Harrison
Chief Executive Officer
Charles Bligh
Chief Operating Officer
Iain Torrens
Chief Financial Officer
Tim Morris
General Counsel
and
Company Secretary
32
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Charles Bligh
Chief Operating Officer
Charles is the Chief Operating Officer of TalkTalk, prior to this he was
the Managing Director of TalkTalk Business, Technology and Security,
joining the Group in November 2011 and the PLC Board in 2014.
Previously, Charles worked at IBM for almost 22 years where he held
a number of senior executive and board roles leading multi-billion
pound businesses. Charles has worked internationally in Australia,
the US, China, Japan and emerging markets in Asia. Charles is also
a Trustee of the National Children’s Orchestras of Great Britain.
Iain Torrens
Chief Financial Officer
Iain was appointed Chief Financial Officer of TalkTalk Group in
January 2015. Prior to joining TalkTalk, Iain served as Group Finance
Director of ICAP plc between November 2010 and December 2014,
having previously held a number of senior finance roles for ICAP plc,
CP Ships Limited and Cookson Group plc. Iain is a fellow of the
Institute of Chartered Accountants in Ireland.
PLC Committee
Sir Charles Dunstone, Executive Chairman
Tristia Harrison
Chief Executive Officer
Charles Bligh
Chief Operating Officer
Iain Torrens
Chief Financial Officer
Mark Dickinson
Chief People Officer
Tim Morris
General Counsel
and
Company Secretary
33
Annual Report 2017 TalkTalk Telecom Group PLC Board of Directors and PLC Committee continued
General Counsel and Company Secretary
Non-Executives
Tim Morris
General Counsel and Company Secretary
Tim was appointed General Counsel and Company Secretary
in January 2010. He is responsible for all legal matters in the UK
and across Europe including acquisitions, corporate governance
and company secretarial matters for the Group. Previously,
from 2000, he was General Counsel and Company Secretary
at The Carphone Warehouse Group and, prior to that, a partner
at DLA Piper LLP.
Ian West
Senior Independent Non‑Executive Director
Ian joined the Board in February 2011 and is the Senior Independent
Director. He has been involved in the Technology, Media and Telecom
(TMT) sector for over 25 years as a manager, director and investor.
Ian held numerous roles at British Sky Broadcasting over eleven
years, latterly as Managing Director of the Sky Digital subscription
business. Ian is also currently an investor in a range of small and
medium sized businesses and co-founded Top Up TV in 2003.
Ian was a supervisory board member of Kabel Deutschland.
Sir Howard Stringer
Non‑Executive Director
Sir Howard joined the Board in July 2012. Until June 2013, he was
Chairman of Sony Corporation, where previous appointments
included President and CEO. Prior to Sony Corporation, Sir Howard had
a distinguished 30 year career as a journalist, producer and executive
at CBS Inc., and as President of CBS Broadcasting. In addition to his
role at TalkTalk, Sir Howard is the Chairman of the American Film
Institute, Said Business School Oxford, and New York Presbyterian
Ophthalmology Center, as well as being a board member of the
BBC and Time Inc.
John
Gildersleeve
Deputy
Chairman
John Allwood
Non-Executive
Director
Sir Howard
Stringer
Non-Executive
Director
James Powell
Non-Executive
Director
Roger Taylor
Non-Executive
Director
Cath Keers
Non-Executive
Director
Non‑Executives
Ian West
Senior
Independent
Non-Executive
Director
34
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance John Gildersleeve
Deputy Chairman
John is Deputy Chairman, having joined the Board in January 2010,
as well as the Chairman of The British Land Company plc. John was
previously the Deputy Chairman and Senior Independent Director
of Spire Healthcare Group plc until May 2017, Chairman of Carphone
Warehouse Group until December 2015, and a Non-Executive
Director of PicknPay SA until March 2016. He was also formerly
Chairman of New Look Retail Group, EMI Group and Gallaher Group;
a Non-Executive Director of Dixons Carphone plc, Lloyds TSB Bank
plc and Vodafone Group and an Executive Director of Tesco plc.
John Allwood
Non‑Executive Director
John joined the Board of TalkTalk in 2010 and is the Audit Committee
Chairman. He has spent his entire career in media and telecoms,
holding a number of senior executive positions in these sectors,
including Chief Executive of Orange UK between 2000 and 2004.
Prior to that John spent eight years at Mirror Group plc as Finance
Director and Chief Executive. After leaving Orange he was Managing
Director of Telegraph Media Group, and Chief Operating Officer and
Finance Director of Mecom Group plc. In addition to his role at TalkTalk,
he is Chairman at IMImobile plc, Chairman of Adgorithms plc and a
Director of Creative Education Trust.
James Powell
Non‑Executive Director
James joined the Board in July 2012. James is Chief Technology Officer
of Nielsen having previously spent 14 years at Thomson Reuters
as CTO. James held a number of senior leadership positions at
Thomson Reuters including CTO for Enterprise; CTO and Global
Head of Product Development; Head of Technology Strategy; and
CTO for Thomson Reuters’ financial division. He has also held senior
leadership positions at Solace Systems, Citadel Investment Group
and TIBCO Finance Technology.
Roger Taylor
Non‑Executive Director
Roger joined the Board as a Non-Executive Director in November 2015,
having previously been TalkTalk’s Non-Executive Deputy Chairman
between January 2010 and July 2012. From 1999, Roger served
over 16 years as CEO, CFO and Deputy Chairman of The Carphone
Warehouse and Dixons Carphone PLC. Roger is also a founding
Partner in both Student Castle LLP and Freston Ventures
Investments LLP, which invests directly in a number of private
businesses including Five Guys Europe and MOD Pizza UK, in
addition to various indirect private equity and investment funds.
Cath Keers
Non‑Executive Director
Cath joined the Board as a Non-Executive Director in August 2016,
having previously been Customer Director and Marketing Director of
O2 UK and, later, a Non-Executive Director of Telefónica Europe plc.
Cath is Chair of ustwo, a digital product, games and venture business,
and Non-Executive Director of Royal Mail plc and Liverpool Victoria.
With effect from 1 July 2017, Cath will also be Non-Executive Director
of Sage Group plc. Cath has also provided her expertise and experience
in starting to chair certain meetings concerning the Company’s
proposed further roll-out of its Ultrafast Fibre proposition in York.
35
Annual Report 2017 TalkTalk Telecom Group PLC Corporate governance
Chairman’s introduction
An integral part of the Board’s role is to define the long term strategic goals for the Group,
whilst ensuring a strong corporate governance framework within which the Group can
effectively operate in order to achieve its objectives. As the Chairman, a fundamental part
of my role is to ensure that I create a culture of transparency which enables the Company
to have an effective Board in which all members are able to contribute and challenge openly.
Our Board allows us to draw on a diverse range of professional skills and backgrounds which
enables each Director to bring a particular and often unique perspective to every discussion,
shaped by their backgrounds in a number of industries over many years. This culture of openness
in the Company always provides for the best collective outcome and helps underpin the
Board’s commitment as a whole to rigorous scrutiny and analysis of the Group’s key issues
and opportunities.
The Board is committed to the highest standards of corporate
governance and, in accordance with the Listing Rules of the UK Listing
Authority, the Board confirms that in respect of the year ended
31 March 2017 the Company has complied with the ongoing provisions
of the 2014 UK Corporate Governance Code issued by the Financial
Reporting Council and available at www.frc.org.uk (the ‘Code’).
However, the Chairman was not considered independent pursuant
to Section A.3.1 of the Code on his appointment to the Board in 2010
as explained below under Board balance and independence.
This section of the Annual Report, together with the Strategic Report,
provides details of how the Company has applied the principles and
complied with the provisions of the Code and its five key principles:
leadership, effectiveness, remuneration, accountability and
relations with shareholders.
Board balance and independence
Taking into account the changes to the Board during the year which
are described below, at 31 March 2017, the Board had twelve members.
In accordance with Section B.1.2 of the Code at least half of the Board
(excluding the Chairman) were considered independent Non-Executive
Directors during the period being; John Gildersleeve (Deputy Chairman),
Ian West (Senior Independent Non-Executive Director), John Allwood,
Brent Hoberman, Cath Keers, Sir Howard Stringer and James Powell.
Roger Taylor, also a Non-Executive Director, is not considered to be
independent given he was previously Chief Financial Officer of The
Carphone Warehouse Group PLC from which the Company was
demerged in March 2010, and was subsequently Deputy Chairman
of the Company from January 2010 to July 2012.
On 20 July 2016, Brent Hoberman stepped down as a Non-Executive
Director and on 1 August 2016 Cath Keers was appointed as a
Non-Executive Director. Further, on 1 February 2017, the Company
announced certain other changes to the Board; on 1 April 2017,
Dido Harding stepped down as Chief Executive Officer and, on
this date, Sir Charles Dunstone became Executive Chairman,
Tristia Harrison became Chief Executive Officer and Charles Bligh
became Chief Operating Officer. Between 1 April 2017 and 10 May 2017
there has been a period of transition between these four Directors
towards the new management structure of the Company which is
referenced below and will be more fully described in next year’s
Annual Report. This transition has now taken effect and Dido Harding
stepped down as a statutory Director and left her employment with
the Company on 10 May 2017. Except where it is appropriate, this
Annual Report will refer to the structure of the Company during
the period and not to the new management structure which,
as explained above, will be detailed in next year’s Annual Report.
As explained in the Company’s prospectus in 2010 and again
in its first Annual Report in 2011, Sir Charles Dunstone was not
considered to be independent on his initial appointment as
Chairman primarily because of the size of his shareholding in the
Company and because he was previously Chief Executive Officer
of The Carphone Warehouse Group PLC in which the Company was
created. In this regard, the Company was not compliant with the
Code at the date of Sir Charles Dunstone’s appointment and this
situation has not changed following his move to Executive Chairman.
However, the Board continues to believe that his appointment benefits
the Group given he is the founder of the business and his detailed
knowledge of the business and the telecoms sector is important to the
future development of the Group. There will also continue to be a clear
division of responsibilities (which is described further below) between
the Chairman and the Chief Executive Officer together with a clear
division with regard to the responsibilities of the Chief Operating Officer.
Major shareholders were consulted on his initial appointment as
Chairman and on the recent change to Executive Chairman with each
receiving unanimous support. The Company has also entered into
a written and legally binding agreement with Sir Charles Dunstone
in respect of his controlling shareholding (in compliance with
Listing Rule 9.2.2AR(1)) which is explained in further detail in the
Directors’ Report.
The Chairman and the Executive Directors have service contracts
that can be terminated by either the Company or the Director on
twelve months’ notice. Further, the Non-Executive Directors are
expected to serve for an initial period of three years, albeit either
party may terminate the appointment on three months’ notice with
no compensation for loss of office. These initial three year periods
commenced on 20 January 2010, with the following exceptions:
Ian West (8 February 2011); Sir Howard Stringer (26 July 2012);
James Powell (26 July 2012); Roger Taylor (11 November 2015);
and Cath Keers (1 August 2016). After three years, the contracts
automatically renew. All Directors in any event stand for re-election
every year. The terms of appointment for Non-Executive Directors
are available for inspection during normal business hours or at the
Company’s Annual General Meeting (AGM).
36
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Leadership
How the Board operates
The Board has reserved certain matters requiring Board approval, and delegated others to a Committee of the Board for approval. Matters
that were reserved for the Board include approving the Group’s strategy, annual budgets and other longer term planning.
During the period, day to day management of the Company rested with the Group’s Executive Committee, which was led by the Chief Executive
Officer and was part of the operational management of the Group. From 1 April 2017 a newly formed PLC Committee has assumed responsibility
for operational management alongside an executive committee comprising of senior heads of the main divisions of the Group, which will be
more fully described in next year’s Annual Report.
Non-Executives did not form part of the executive management teams and their responsibilities include constructive challenge and help in
developing proposals on strategy; scrutiny of management’s performance in meeting agreed goals and objectives; satisfying themselves on
the integrity of financial information; and ensuring that controls and risk management systems are robust and defensible.
Board Committees
The Board has established the four principal committees below, to which it has delegated certain matters (these are separate from the
newly formed PLC Committee described above); the first three are as required by the Code, and the fourth is to ensure the compliance
of the Group within the consumer regulatory environment in which it operates.
In the period, the current members of each Committee are described below:
Audit
Remuneration
Nomination
Compliance
John Allwood (Chair)
John Gildersleeve (Chair)
John Gildersleeve (Chair)
John Gildersleeve (Chair)
Ian West
James Powell
Cath Keers⁽¹⁾
Ian West
Roger Taylor
Ian West
John Allwood
Brent Hoberman⁽²⁾
Sir Howard Stringer
Charles Bligh
Tristia Harrison
Tim Morris
Dido Harding⁽³⁾
(1) Cath Keers was appointed on 1 August 2016.
(2) Brent Hoberman stepped down on 20 July 2016.
(3) Dido Harding stepped down on 10 May 2017.
The work of each Committee is described in more detail in the section relating to it below:
Audit Committee
A detailed description of the Committee’s remit and work during the
period is contained in the Audit Committee Report on pages 41 to 43.
Other Directors and senior management, including the Chief Financial
Officer, the Company Secretary and advisers, attend by invitation
of the Committee.
The Chairman of the Committee updates the Board following each
Committee meeting.
The Committee’s terms of reference, which are available on request
from the Company Secretary and are published on the Group’s
website (www.talktalkgroup.com), comply with the Code.
Remuneration Committee
A detailed description of the Committee’s remit and work during
the period is contained in the Directors’ Remuneration Report
on pages 44 to 62. Other Directors, including the Chief Executive
Officer, the Company Secretary, the Chief People Officer and
advisers, attend by invitation of the Committee.
Nomination Committee
The Committee is responsible for succession planning at Board
level, overseeing the selection and appointment of Directors,
regularly reviewing the structure, size and composition of the Board
and making its recommendations to the Board. It assists in evaluating
the commitments of individual Directors and the balance of skills,
knowledge and experience on the Board.
The Committee carries out a formal selection process of
candidates, which includes nominees put forward by any member
of the Board, and then proposes and makes recommendations
regarding appointments to the Board, whether of Executive or
Non-Executive Directors. The Committee does from time to time
use search consultants in accordance with the procedure agreed by
the Board; however, during the period, the Committee has not had
to use any search consultants.
During the period the Committee has overseen the appointment of
Cath Keers as Non-Executive Director, and the new roles of each of
Sir Charles Dunstone, Tristia Harrison and Charles Bligh as set out above.
The Chairman of the Committee updates the Board following each
Committee meeting.
The Chairman of the Committee updates the Board following each
Committee meeting.
The Committee’s terms of reference, which are available on request
from the Company Secretary and are published on the Group’s
website (www.talktalkgroup.com), comply with the Code.
The Committee’s terms of reference, which are available on request
from the Company Secretary and are published on the Group’s
website (www.talktalkgroup.com), comply with the Code.
Other senior executives of the Group attend by invitation
of the Committee.
37
Annual Report 2017 TalkTalk Telecom Group PLC Corporate governance continued
Leadership continued
Board Committees continued
Diversity
When taking into account appointments, the Committee and the Board
overall understand the importance of having a diverse membership
and recognises that diversity encompasses diversity of skills and
experience, age, gender, disability, sexual orientation, cultural
background and belief.
The equality policy applies equally to all appointments in the
Company, and the Board continues to believe that appointments
should be made on merit, the key criterion being whether or not
the appointee can add to or complement the existing range of skills
and experience on the Board. Enhancing diversity at all levels is
important and we continue to review it annually in accordance
with relevant guidance.
Number of meetings attended during the year
Director
Number of meetings
Sir Charles Dunstone
Dido Harding
Iain Torrens
Tristia Harrison
Charles Bligh
John Gildersleeve
Ian West⁽¹⁾
Brent Hoberman⁽2⁾
John Allwood
Sir Howard Stringer⁽3⁾
James Powell
Roger Taylor⁽4⁾
Cath Keers⁽5⁾
Compliance Committee
The purpose of the Committee is to provide the Board with visibility
of how the Group remains compliant with those consumer regulations
affecting its businesses from time to time. Its members therefore
include those senior executives who are operationally responsible
for implementing permanent changes necessary to ensure the
Group remains compliant. Such members are accountable to the
Committee and the Board for the successful delivery of such changes.
This Committee meets at least four times a year and reports to the
Board accordingly. The Group also operates a weekly Compliance
Committee made up of those senior executives responsible for all
key areas of compliance across the Group. At these meetings
relevant compliance is monitored against a weekly scorecard.
Board
Audit
Remuneration
Nomination
7
7/7
7/7
7/7
7/7
7/7
7/7
6/7
2/3
7/7
6/7
7/7
6/7
4/4
3
5
2
2/2
2/2
2/2
2/2
5/5
5/5
2/3
5/5
2/3
3/3
3/3
2/2
(1)
Ian West was unable to attend one Board meeting and one Committee meeting due to a prior arrangement.
(2) Brent Hoberman was unable to attend one Board meeting and one Committee meeting due to a prior arrangement and resigned on 20 July 2016.
(3) Sir Howard Stringer was unable to attend one Board meeting due to a prior arrangement.
(4) Roger Taylor was unable to attend one Board meeting due to a prior arrangement.
(5) Cath Keers was appointed on 1 August 2016.
As well as the formal meetings during the period, the Board met at
other times as appropriate for specific matters, including approving
certain announcements to shareholders.
It is important to the Board that Non-Executive Directors have the
ability to influence and challenge appropriately. To this end all
Non-Executive Directors are given a thorough induction to the Group
and take part in Board discussions. All Directors receive papers in
advance of meetings. They also receive regular reports and members
of the Group’s Executive team are invited to present at Board meetings
and at the annual strategy meeting so that the Non-Executive
Directors keep abreast of developments in the Group.
During the period, the Chairman met regularly with the Non-Executive
Directors, usually prior to every other Board meeting. Notwithstanding
that Sir Charles Dunstone has since become Executive Chairman
and alongside Ian West’s important role of Senior Independent
Non-Executive Director, these meetings will continue as part of the
new management structure. This will ensure that any concerns continue
to be raised and discussed outside of formal Board meetings.
38
During the period the Senior Independent Non-Executive Director
took responsibility for the performance evaluation of the Board;
succession planning for the Chairman; and chairing Non-Executive
Director-only meetings. In addition, he was an alternative point
of contact for shareholders in the event that normal executive
channels were not appropriate. All of these responsibilities will
remain the same under the new management structure and details
of the Senior Independent Non-Executive Director’s role are set
out on the Group’s website (www.talktalkgroup.com).
Accountability – operational management of the Group
During the period there was a clear division of responsibility
between the Chairman and the Chief Executive Officer, with the
management of the Group’s business activities being delegated
to the Chief Executive Officer, who was ultimately responsible
for establishing objectives and monitoring executive actions
and performance through the Executive Committee.
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance The Chief Executive Officer was responsible for chairing the Executive
Committee weekly and monthly meetings. Key responsibilities of the
Executive Committee during the period were to:
• rigorously assess the Group’s trading performance;
•
identify and develop to a successful conclusion those large-scale
cross-Group projects which are critical to delivering the Group’s
strategy and maximising shareholder value; and
• provide a cross-functional forum for the discussion of opportunities
and risks arising from business activities, as well as to communicate
business performance.
Following the Board changes described above, there will continue to
be a clear division of responsibilities between the Executive Chairman
and the Chief Executive Officer as existed before, with the addition
of the Chief Operating Officer; all of whom will sit on the newly
formed PLC Committee chaired by the Executive Chairman.
This means that the management of the Group’s business activities,
along with ultimate responsibility for establishing day to day objectives,
performance and monitoring executive actions now rests with the
newly formed PLC Committee, which also oversees an executive
committee comprising of senior heads, and will be described
more fully in next year’s Annual Report.
Effectiveness – performance evaluation
and continued development
In compliance with the Company’s obligations every three years under
provision B.6.2 of the Code, during the period each Board member has
been subject to an independent Board performance evaluation, where
the balance of skills, knowledge and experience of each Director was
reviewed. Next year the Board will undertake an internal review.
A report was compiled by an independent board evaluator, namely
NJMD Corporate Services Limited; these results and the comments
of the evaluator were analysed by the Chairman, the Senior Independent
Non-Executive Director and the Board as a whole against the broad
criteria of overall Board effectiveness and individual contributions.
As part of the performance review the ability of each Director, in
particular the Non-Executive Directors, to demonstrate the required
time commitment to the role was assessed. As a result of this
performance evaluation the Chairman confirms that each of the
Directors seeking re-election at the AGM continues to be effective
and has demonstrated the appropriate commitment to the role.
The Senior Independent Non-Executive Director also met with the other
Non-Executive Directors to assess the Chairman’s effectiveness
during the year, taking into account the views of Executive Directors.
The Company Secretary ensured that the Board is made aware
of new laws, regulations and other information appropriate to the
Group to ensure that all Directors continually update their skills,
knowledge and familiarity of the Group in order to fulfil their roles.
Additionally, each Director has access to the advice and services of
the Company Secretary and also has the ability to take independent
external advice if required.
Remuneration
The Board, primarily through its Remuneration Committee, sets
clear guidelines and objectives in respect of Executive pay, which
are described below in the Directors’ Remuneration Report.
Risk management and internal control
The Board views management of risk as integral to good business
practice. The Company has established an ongoing risk management
programme to identify, assess and mitigate business, financial,
operational and compliance risks. The programme is designed
to support management’s decision making and to improve the
reliability of business performance. The risk management process
operates throughout the Group, being applied equally to the main
business units and corporate functions.
The nature of risks identified and assessed is wide ranging, covering
risks arising from the regulatory environment, strategy, counterparties
and organisational change associated with major projects. Action
plans and controls to mitigate identified risks are put in place where
possible and if considered appropriate by the Board, taking account
of costs and benefits. A report is provided to the Directors at relevant
Board meetings setting out key risks, changes in the status of the key
risks and updates on mitigation.
The Directors have overall responsibility for the Group’s system
of internal controls and for reviewing their effectiveness. The Board
delegates to executive management the responsibility for designing,
operating and monitoring these systems. The systems are based
on a process of identifying, evaluating and managing key risks and
include the risk management processes set out above and channels
to enable employees to raise concerns about possible irregularities
in financial reporting and other issues and associated processes
for those matters to be investigated.
The systems of internal control are supported by the Business
Assurance and Internal and Risk Audit functions. Any significant
risks identified in the year were given appropriate priority.
The systems of internal control are designed to manage, rather
than eliminate, the risk of failure to achieve business objectives.
They can only provide reasonable and not absolute assurance against
material errors, losses, fraud or breaches of law and regulations.
The effectiveness of these systems is periodically reviewed by the
Audit Committee in accordance with the revised guidance in the
Turnbull Report, including ensuring the external audit goes out to
tender every ten years in line with the EU regulations and directive
on audit. These systems are also refined as necessary to meet
changes in the Group’s business and associated risks.
The Audit Committee also adopts an internal audit charter each
year in accordance with International Internal Auditing Standards.
The systems of internal control were in place throughout the period
and up to the date of approval of the Annual Report. The Board has
conducted an annual review of the effectiveness of the systems
of risk management and internal control in operation during the year
and up to the date of the approval of the Annual Report. This was
approved by the Audit Committee and the Board.
Further to the changes described above, the Board continues to
ensure that the Group’s culture and ways of working further embed
information security risk management across of the business.
39
Annual Report 2017 TalkTalk Telecom Group PLC Corporate governance continued
Relations with shareholders
The Board continue to believe that it is important to explain business
developments and financial results to the Company’s shareholders and
to understand any shareholder concerns. The principal communication
media used to impart information to shareholders are news releases
(including results announcements) and Company publications. In all
such communications, care is taken to ensure that no inappropriate
information is released.
The Chief Executive Officer and the Chief Financial Officer have
lead responsibility for investor relations. They are supported by an
Investor Relations Director who, amongst other matters, organises
presentations for analysts and institutional investors. There is a full
programme of regular meetings and dialogue with major institutional
shareholders, fund managers, analysts, retail brokers and credit
investors, upon which the Chairman ensures the Board receives
regular updates at Board meetings. The Board also receives periodic
reports on investors’ views of the performance of the Company.
All the Non-Executive Directors and, in particular, the Chairman
and the Senior Independent Non-Executive Director are available
to meet with major shareholders, if such meetings are required.
The Company plans also to communicate with shareholders through
the AGM, at which the Chairman will give an account of the progress
of the business over the last year, and a review of current issues,
which provides the opportunity for shareholders to ask questions.
The Company’s AGM provides all shareholders with the opportunity
to vote on the resolutions put to shareholders. Information relating
to votes cast will, following the AGM, be available on the Company’s
website (www.talktalkgroup.com).
Further financial and business information is available on the
Group’s website (www.talktalkgroup.com).
Going concern statement
The consolidated financial statements have been prepared on the
going concern basis. Details of the considerations undertaken by the
Board in reaching this conclusion are set out on page 21 within the
Chief Financial Officer’s Statement.
Viability statement
In accordance with provision C.2.2 of the 2014 revision of the Code,
the Board have assessed the prospects of the Company over a longer
period than the twelve months required by the ‘Going Concern’
provision. The Board conducted this review for a period of three
years to March 2020, reflecting the period of the Group’s current
forecasts and level of ongoing change in the sector. A three year plan
is now the basis on which the Group’s internal planning cycle is built
as the speed of change and customer demand in the market means
that it is not feasible to plan with any degree of certainty beyond this
timeframe. This assessment has been made taking into account the
current financial position of the Group, the Group’s business and
financial plans and the principal risks and uncertainties faced by
the Group, which are disclosed on pages 22 to 25 of the Strategic
Report. Furthermore, the recent bond issue and bank re-financing
have secured funding facilities for the Group until 2022, ensuring
sufficient liquidity to deliver on the Group’s plans.
We have stress tested the Group’s forecasts against a combination
of the Group’s principal risks and uncertainties, taking into account
the impact on both profits and cash flow. We consider that we have
sufficient headroom to absorb such impact and, as such, based on
the results of this analysis, the Board have a reasonable expectation
that the Company will be able to continue in operation and meet its
liabilities as they fall due over this three year period.
40
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Audit Committee report
On behalf of the Board, I am pleased to present the Audit Committee report for FY17.
During the year, the Committee comprised the following
independent Non-Executive Directors: John Allwood (Chairman),
Ian West, Cath Keers (appointed 1 August 2016) and James Powell.
During the year, the formal calendar of items considered at each
Audit Committee meeting within the annual cycle encompassed
the Code requirements to:
The Chairman of the Committee updates the Board, following each
Committee meeting, on any significant issues that may have arisen.
In addition, the Chairman of the Committee is happy to make
himself available to investors on request. During the year, all
requirements of the Code in respect of the Committee were met.
The Chief Financial Officer as well as representatives of the Company’s
external auditor and other members of senior management from
Finance, Legal and Internal and Risk Audit also attend these meetings
by invitation of the Committee or the Chairman. The May 2017 Audit
Committee meeting was attended by Tristia Harrison and during FY18
both the Chief Executive Officer and the Chief Operating Officer
will attend future meetings. The external and internal auditors have
direct access to the Committee during formal meetings and time
is set aside for them to have private discussion with the Committee,
in the absence of management attendees.
John Allwood remains the member of the Committee with relevant
and recent financial experience (as recognised by the Consultative
Committee of Accountancy Bodies), although all members are
expected to be financially literate and have an understanding of:
• the principles of, contents of and developments in financial reporting,
accounting standards and statements of recommended practice
(including the Guidelines on Alternative Performance Measures
(APMs), issued by the European Securities and Markets Authority);
• key aspects of the Company’s operations;
• matters that influence or distort the presentation of accounts
and key financial information;
• the principles of, and developments in, key applicable company
law and other legislation relevant to the Company;
• the role of internal and external auditing and risk management;
• the regulatory framework of the Company’s business; and
• environmental and social responsibility best reporting practices.
• monitor the integrity of the financial statements of the Company
and review significant financial reporting judgements made
by management;
• disclose the significant issues that the Committee considered
in relation to the financial statements and how these issues
were addressed;
• confirm that the annual report and consolidated financial statements,
taken as a whole, are fair, balanced and understandable, to ensure
that the narrative sections of the report are consistent with the
financial statements and accurately reflect the Group’s performance;
• review the Company’s internal financial controls and its
internal control and risk management systems and to make
recommendations to the Board;
• review the Company’s arrangements by which employees may
raise concerns in confidence;
• monitor and review the effectiveness of the Company’s internal
audit function and review the output and findings of the internal
audit team;
• make recommendations to the Board in relation to the appointment,
re-appointment and removal of the external auditor and to approve
its remuneration and terms of engagement;
• review the Company’s policy on the engagement of the external
auditor to supply non-audit services;
• review and monitor the external auditor’s independence and
objectivity and the effectiveness of the audit process, taking into
consideration relevant UK professional and regulatory requirements;
• disclose how the Committee has assessed the effectiveness of
the external audit process and provide information on the length
of tenure of the current audit firm; and
• review and approve changes to the Company’s accounting policies.
The Committee’s remit requires it to report to the Board, identifying any
matters in respect of which it considers that action or improvement
is needed and to make recommendations as to the steps to be taken.
41
Annual Report 2017 TalkTalk Telecom Group PLC Audit Committee report continued
Significant issues
The significant issues considered by the Audit Committee in the current year were as follows:
Significant issue
considered by the Committee
How the issue was addressed by the Committee
The appropriateness
of preparing the Group
financial statements for
the half year and full year
on a going concern basis
and the viability statement
The Committee considered and challenged papers and analysis prepared by management and, taking
into account management’s assumptions and the external auditor’s review of these papers, concluded
that management’s recommendation to prepare the financial statements on a going concern basis is
appropriate. The Committee considered and challenged management’s approach to the viability statement,
including the period of review and risk factors and concluded that the disclosure in the statement of viability
is appropriate.
The treatment and
disclosure of exceptional
items, adjusted measures
and the nature and
quantum of other trading
items included within
Headline earnings
The Committee considered and challenged management’s approach and presentation of separately
disclosed items, adjusted measures and the nature and quantum of other trading items included within
Headline earnings. The Committee also considered and challenged the views of the external auditor on
management’s policy and its application during the year. At each meeting the Committee reviewed a
paper prepared by management on actual and forecast levels of exceptional items, including the nature
of all the items and the balance of income and cost between exceptional and Headline earnings. The Audit
Committee has reviewed and agreed the disclosure for inclusion in the consolidated financial statements.
Revenue recognition
The key areas of judgement in recognising revenue is the identification of revenue arrangements with
multiple deliverables and hardware sales to third parties involved in outsourcing its customer acquisition.
When the Group sells a number of products within a bundled transaction, the total consideration from the
arrangement is allocated to each element based on their relative fair values and limited to the amounts billed
for that element. In addition, hardware sales to third parties involved in outsourcing its customer acquisition
are recognised when risk and rewards of the related hardware are transferred to the outsourced third party.
The Committee reviewed and challenged management’s papers on the proposed accounting treatment
for new products and customer credits and agreed with the conclusion.
Supplier rebate income
and income received
in relation to disputed
network charges
The Committee reviewed the level and application of the recognition policy of supplier rebate income and
income received in relation to disputed network charges during the year, an area of inherent risk due to the
complexity of the arrangements and the judgement applied by management to ensure that the income is
recognised in the appropriate period. This review required an understanding of the nature of any significant
transactions and adherence to the Group’s accounting policies. As a result of the review, the Committee
concluded that the income had been appropriately recorded.
Taxation
The key judgement in relation to taxation relates to the assumptions made in recognising deferred tax assets.
The taxation forecasting model prepared by management has been approved by the Group’s PLC Committee
and the Board. The Committee reviewed and challenged management’s paper, which outlines the key
principles and judgements used in the calculation, and agreed with the recognition of the asset accordingly.
42
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance The policy relating to the provision of non-audit services by the
external auditor specifies the types of work from which the external
auditor is excluded; for which the external auditor can be engaged
without referral to the Committee; and for which a case by case
decision is required. In order to safeguard the auditor’s objectivity
and independence, the ratio of non-audit fees to audit fees is
monitored by the Committee. Any work proposed in excess of 50%
of the audit fee is referred to the Committee. Amounts below this
are discussed with the Chairman of the Committee.
A statement of fees paid or accrued for services from the external
auditor during the period is set out below:
2017
£m
2016
£m
Fees payable to the Company’s auditor
for the audit of the Company’s Annual
Report and Accounts
Audit of the Group and its subsidiaries
pursuant to legislation
Audit services provided to all
Group companies
Other non-audit services
Total Group auditor’s remuneration
0.1
0.5
0.6
0.1
0.7
0.1
0.4
0.5
0.1
0.6
During the year, the Group incurred non-audit fees of £0.1m for
advisory services relating to financing activities. Having undertaken
a review of the non-audit related work, the Committee has satisfied
itself that the services undertaken during the year did not prejudice
the external auditor’s independence.
John Allwood
Audit Committee Chairman
10 May 2017
Statement of Directors in respect of the
Annual Report and Accounts
As required by the Code, the Directors confirm 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, business model
and strategy. When arriving at this position the Board was assisted
by a number of processes including:
• the Annual Report and Accounts is drafted by appropriate senior
employees across all areas of the business with overall supervision
being provided by the Group Financial Controller, to ensure the
report is consistent across all sections;
• a comprehensive verification process is undertaken to ensure the
factual accuracy of the entire Annual Report;
• complete reviews of drafts of the report are undertaken by the
PLC Committee; and
• the final draft is reviewed by the Audit Committee prior to final
consideration by the Board.
External audit
The Committee is responsible for the development, implementation
and monitoring of the Company’s policy on external audit, which
assigns responsibility for monitoring the independence, objectivity
and compliance by the external auditor to the Committee.
Deloitte was appointed as auditor in 2010 when the Group demerged
from the Carphone Warehouse Group PLC. In the year to 31 March
2014, Sharon Thorne was appointed as the Senior Statutory Auditor.
Deloitte has confirmed its independence to the Audit Committee.
In the year ended 31 March 2017, the Audit Committee discussed the
effectiveness of the external audit process and audit quality with
the other attendees of the Audit Committee meeting. Based on the
results of the auditor assessment carried out in the year, the Audit
Committee is satisfied with the effectiveness and quality of the
external audit process. No actions are recommended. Following the
FY17 audit, the auditor assessment will again be completed by each
member of the Audit Committee, the Chief Financial Officer and
other members of senior management who are invited to attend
the Audit Committee meetings. The assessment covers all aspects
of the audit process, from the audit partner’s interaction with the
Audit Committee, through to the planning and delivery of the audit.
The feedback from this process will be considered by the Audit
Committee and provided to both the auditor and to senior management.
The results will be reviewed at the next Audit Committee meeting.
The Company has complied throughout the reporting year with the
provisions of the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and
Audit Committee Responsibilities Order 2014). The Audit Committee
has considered the audit tendering provisions outlined in the UK
Corporate Governance Code together with the guidance provided
by the European Commission and the Competition and Markets
Authority (CMA). It is the Audit Committee’s understanding that
under the CMA and EU rules rotation of the external audit firm is
required by FY20. In light of this guidance it is the Audit Committee’s
intention to put the external audit out to tender in accordance with
the CMA and EU timeframes. This recommendation has been
endorsed by the Board.
43
Annual Report 2017 TalkTalk Telecom Group PLC Directors’ remuneration report
On behalf of the Board, I am pleased to present the Directors’ Remuneration Report
for FY17 in TalkTalk Telecom Group PLC’s seventh year as a publicly listed company.
Board changes during FY17
Board resignations
Brent Hoberman, Non-Executive Director, resigned from the Board
effective from 20 July 2016.
Board appointments
Cath Keers was appointed to the Board as a Non-Executive Director
effective from 1 August 2016 and was appointed to the Audit Committee
on the same date. Subsequently, she has also provided her expertise
and experience in starting to chair certain meetings concerning the
Company’s proposed further roll out of its Ultrafast Fibre proposition
in York. Fees were set by the Board in line with our pay policy.
Board changes during FY18
Board resignations
On 10 May 2017, Dido Harding will step down from the Board and her
employment after seven years in the role. On leaving the Company,
Dido Harding will be paid in line with her contractual obligations as
set out in the Remuneration Policy, in relation to notice pay, annual
bonus for the year ending 31 March 2017 and pay in lieu of pension
and benefits.
Role changes in the year
On 1 February 2017, the Company announced certain changes to the
Board. On 1 April 2017, Dido Harding stepped down as Chief Executive
Officer and on this date, Sir Charles Dunstone became Executive
Chairman, Tristia Harrison became Chief Executive Officer and
Charles Bligh became Chief Operating Officer. There has been a
period of transition between 1 April 2017 and 10 May 2017 during
which Sir Charles Dunstone, Tristia Harrison and Charles Bligh have
been working alongside Dido Harding as part of the transition to the
new management structure of the Company, which is referenced
below and will be more fully described in next year’s Annual Report.
Following this transition period, Dido Harding will step down from
the Board and her employment on 10 May 2017.
Pay changes in relation to the appointments of Tristia Harrison and
Charles Bligh are detailed in the Annual Report on Remuneration.
Introduction
In line with the Large and Medium-sized Companies and Group
(Accounts and Reports) (Amendment) Regulations 2013
(the ‘Regulations’), the Remuneration Report for the year
ended 31 March 2017 is split into two sections:
• The Remuneration Policy, which sets out the Company’s policy
on remuneration for Executive Directors. The policy was accepted
by shareholders by a binding vote at the 2014 AGM and has been
effective for three years from this date. Whilst there have been
no amendments to the Remuneration Policy in the year ended
31 March 2017, the Remuneration Policy has been updated for the
year ending 31 March 2018 and will be put to a binding policy vote
at the July 2017 AGM.
• The Annual Report on Remuneration, which explains how the
Remuneration Policy was applied in relation to Executive Directors
for the year ended 31 March 2017 and how it will be implemented
for the year ending 31 March 2018.
Aligning the Remuneration Policy with Company strategy
and performance
In light of recent Board changes, the Board has taken time to evaluate
the strategic direction for the Company, with a reaffirmed focus on
growth and excellent customer service. Following the appointments
of Sir Charles Dunstone as Executive Chairman, Tristia Harrison as
Chief Executive Officer and Charles Bligh as Chief Operating Officer,
a renewed purpose of the Company has evolved: to be the UK’s most
recommended connectivity provider, dedicated to being simple,
affordable, reliable and fair for customers and businesses. In light of
the recent organisational restructure following these new appointments,
the Remuneration Committee has reviewed existing remuneration
arrangements in order to ensure that the strong link between the
Remuneration Policy and the business strategy continues to remain
clear and that the right incentives are in place to support the delivery
of our strategy.
Following this year’s review, the Committee will consult with major
shareholders over the coming weeks around the proposed changes
and shareholders will be asked to approve the new Remuneration
Policy at the July 2017 AGM.
The Group’s remuneration approach applies throughout the
Company and continues to be focused on enabling it to attract,
motivate and retain high quality talent and ensuring there is a
transparent link between remuneration and strategy at all levels,
as well as the long term performance of the Company.
44
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Highlights of FY17
• No changes have been made to the Remuneration Policy
during the year ended 31 March 2017.
• We have reviewed and updated the Directors’ Remuneration
Report in line with the Regulations, to ensure that it continues
to be simple and transparent for our shareholders.
• The Company has now determined that bonus targets and
performance against these targets should be retrospectively
disclosed one year in arrears. Targets and performance against
these targets are therefore included in this report in relation
to the bonus scheme for the year ended 31 March 2017.
Our priorities for FY18
• A successful binding vote for the revised Remuneration Policy
at the AGM in July 2017.
• A commitment to report the gender pay gap for the Company,
in line with the Government’s newly introduced guidelines by
April 2018.
• Launch the 2017 Save-As-You-Earn (SAYE) Scheme to
further encourage employee share ownership. Employee
share ownership currently stands at c.45%.
• To make further awards under the Shareholder Value Plan
(SVP) to Executive Directors and members of the senior
leadership team.
The current regulations require the Company’s auditor to
report to the members on the ‘auditable part’ of this report
(marked *) and to state, in its opinion, that this part of the
report has been properly prepared in accordance with the
Companies Act.
Remuneration Policy during FY17
In the year ended 31 March 2017 and in line with the binding
shareholder vote at the 2014 AGM, the Remuneration Committee
has reviewed the Remuneration Policy for Executive Directors and
has determined that it remained appropriate and fit for purpose for
that period. All remuneration arrangements for Executive Directors
and Non-Executive Directors have been operated in line with that
shareholder-approved Remuneration Policy.
Performance against the annual bonus plan targets for the year ended
31 March 2017 would have resulted in a scheme pay-out of 55.1% of
base pay for the Executive Directors. Reflecting on the wider business
performance for the year and the continuing focus required to return
the business to growth, however, the Executive Directors felt it more
appropriate to recommend a reduction in annual bonus pay-out
to 40% of base pay. This applies a discount of approximately 30%
to the value of the annual bonus that Executive Directors will receive
for the year, and the Remuneration Committee was supportive
of and approved this recommendation. Achievement against
the measures set is shown on page 55 of the report.
Remuneration Policy for FY18
The Group strives to achieve its objectives of a simple, transparent
and fair approach to remuneration. The Remuneration Policy, which
has been reviewed and updated in parts, ahead of a three year
binding vote at the July 2017 AGM, is set out on pages 46 to 52 and
details of how this Policy will be implemented for the financial year
ahead are set out on pages 53 to 62, with the following key changes
being highlighted:
• confirmation of our intention to retrospectively disclose targets,
and achievement against targets, for the Annual Bonus Plan a year
in arrears;
• our intention to introduce a new maximum potential for Executive
Directors under the Annual Bonus Plan of 200% base pay but, in
turn, to reduce the target, stretch and super stretch levels to 50%,
100% and 150% of base pay respectively;
• to make further awards under the Shareholder Value Plan (SVP) to
Executive Directors and members of our senior leadership team; and
• to amend the maximum award permitted under the rules of the
Discretionary Shareholder Plan (DSOP) from three times base pay
to four times base pay, in exceptional circumstances.
I hope that you will find this report helpful and informative and agree
that the changes that we are proposing to our policy, which will be
shared in consultation with our major shareholders over the coming
weeks, are appropriate and in the long term interests of both the
Company and our shareholders. I therefore hope that you support
our proposed Remuneration Policy and the Directors’ Remuneration
Report for the year at our AGM in July 2017. I will be available at the
meeting to answer any questions that you may have regarding the
work of the Committee.
John Gildersleeve
Remuneration Committee Chairman
10 May 2017
45
Annual Report 2017 TalkTalk Telecom Group PLC Directors’ remuneration report continued
Remuneration Policy
This section sets out the Company’s policy on remuneration for Executive Directors.
The Remuneration Policy in operation for FY17 was approved by shareholders at the 2014
AGM and took immediate effect following the AGM. That Policy applied for a period of three
years from this date. For the year ended 31 March 2017, there has been no change to that
Policy, which is available for review on the Company’s website. The Policy stated below,
however, reflects small amendments to the Annual Bonus Plan and Discretionary Share
Option Plan detailed in the previous Policy in order to produce a Policy which will be proposed
for approval for the next three years by way of a binding vote at the AGM to be held in July 2017.
Remuneration Committee
The Remuneration Committee is responsible for making
recommendations to the Board in relation to the individual
remuneration packages for the Executive Directors and the
Chairman. These recommendations comply with the Remuneration
Policy, which is set by the Board, and the terms of reference of the
Committee. The Committee works with the Board to determine the
balance of allocation of profits between employee incentives,
shareholder dividends and reinvestment into the Group.
Remuneration approach
The aim of the Remuneration Policy is to support the Group in:
• aligning individual and business performance with the interests of
shareholders through the delivery of clear and stretching targets;
• strengthening the link between employee output and the delivery
of shareholder value;
• supporting the Group’s overarching philosophy, to maintain its
‘value player’ positioning in the marketplace;
• attracting, motivating and retaining high quality talent;
• maintaining a stable, efficient cost base;
• enabling the Group’s remuneration strategy to be tailored to its
changing circumstances; and
• reflecting corporate governance best practice.
The Company firmly believes that remuneration should be
structured in a fair and competitive way, in order to incentivise
individuals to achieve the highest levels of performance, and takes a
consistent approach throughout the Group.
Packages are designed to be market competitive with fixed
remuneration set at market median levels. Variable rewards, which
are linked to challenging objectives based on the performance of the
Group, are designed to reward exceptional performance and for the
delivery of shareholder value creation.
Employee and shareholder consultation
The Remuneration Committee did not formally consult with employees
of the Company on the details of the Directors’ Remuneration Policy
in the year ended 31 March 2017 when reviewing the Policy, ahead of
the binding shareholder vote at the AGM in July 2017. In reaching this
decision the Committee is mindful that with the Company’s strong
culture of employee share ownership, with over 45% of employees
holding shares in the Company, employees have the opportunity to
comment and vote on all elements of this report and Policy in their
capacity as shareholders. Employees are also given the opportunity
to share their views through regular employee surveys and the
all-employee consultation body ‘One Voice’. It should also be noted
that although the Remuneration Policy is specifically used to set the
remuneration for Executive Directors, where appropriate, similar
remuneration practices are adopted throughout the Company for
all employees.
The Remuneration Committee is committed to consultation with
major shareholders when setting the Remuneration Policy and will
share the proposed changes of this year’s Policy over the coming
weeks. If any of these shareholders are opposed to the policy or any
proposed amendments to the Policy at the AGM, the Committee will
endeavour to meet with them, as appropriate, to understand and
respond to any issues they may have.
Remuneration components
We define our main fixed and performance related elements of
remuneration as follows:
• base pay, car allowance, benefits and pension contribution
(fixed); and
• annual performance bonus (variable).
In addition, for Executive Directors and other key senior management,
there are two long term incentive plans – the Discretionary Share
Option Plan (DSOP) and the Shareholder Value Plan (SVP), which
operates under the rules of the Value Enhancement Scheme (VES).
These plans do not run concurrently.
The SVP is an alternative reward mechanism for Executive Directors
and other members of the senior leadership team who will not normally
participate in the DSOP. The Remuneration Committee intends that,
generally, in any one year, participants may only receive an award under
the SVP and no other long term incentive plan, unless exceptional
circumstances apply such as the recruitment of key individuals.
The Committee reviews, at least on an annual basis, pay-out levels
for Executive Directors at ‘minimum’, ‘on target’, ‘stretch’ and
‘super stretch’ levels of performance, in order to ensure alignment
with our shareholders.
Malus and clawback
The rules of the annual performance bonus and long term incentive
plans allow the Remuneration Committee to exercise its discretion
in using malus or clawback provisions, should it feel that it is in the
best interests of the Company and its shareholders. The Committee’s
policy on the exercise of its discretion is set out in this Remuneration
Policy. All future long term incentive awards will be subject to malus
and clawback provisions.
46
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Executive Director shareholding requirement
To ensure that the interests of the Executive Directors are closely aligned to those of its shareholders, the Company requires Executive
Directors to build over a number of years and retain a shareholding in the Company of at least 200% of their annual base pay.
For the purpose of this requirement the Company requires these to be in unfettered and beneficially owned shares. Newly appointed
Executive Directors are given the opportunity to build up their shareholding over a period of years.
Summary of remuneration components of Executive Directors
Component
Aim and link to strategy
Description of operation and any performance measures
Further detail on maximum opportunity
and framework used to assess performance
Fixed
Base pay
To attract and retain talent
by ensuring base pay is
competitive in the market.
Set at a level which
incentivises Executive
Directors to implement
and deliver our
business strategy.
Fixed
Core benefits
Designed to be competitive
in the market.
Paid monthly in cash.
Reviewed annually.
Core benefits typically include:
• a defined contribution pension scheme, or a
cash payment in lieu of a pension contribution
in certain circumstances;
• private medical insurance for Executive Directors
and their immediate family; and
• car allowance/company car.
Executive Directors are also entitled to participate
on the same terms as all other employees in respect
of the following benefits:
• four times base pay life assurance;
•
income protection; and
• annual leave.
Benchmarked against external
market data from external
specialists.
Takes into account the
individual’s skills, experience
and performance.
The Remuneration Committee
considers the level of the
all-employee pay review when
making recommendations
and decisions on pay for
Executive Directors.
Any increase typically takes
effect from 1 July annually.
Under normal circumstances no
Executive Director will receive an
increase in excess of 10% of their
base pay in any given financial year.
Reviewed annually relative to
the market.
Pension contributions are made
through salary sacrifice, with the
Company making a contribution
of 5% base pay for Executive
Directors. The outgoing Chief
Executive Officer and the Chief
Financial Officer currently receive
contributions of 10% base pay due
to historical arrangements.
Cash payments in lieu of pension
contributions may also be made to
Executive Directors, but these will
be subject to normal tax and
NI deductions.
Company contributions for all
participating employees are made
at 5% base pay and all employees
have the ability to join the
Company’s defined contribution
pension scheme.
Company contributions will be
reviewed over time, to ensure
compliance with minimums set
under auto enrolment guidelines.
47
Annual Report 2017 TalkTalk Telecom Group PLC Directors’ remuneration report continued
Remuneration Policy continued
Summary of remuneration components of Executive Directors continued
Component
Aim and link to strategy
Description of operation and any performance measures
Fixed
Voluntary
benefits
Variable
Annual
performance
bonus
Benefits may vary
dependent on the role
of the individual and
the personal choices
they make.
Designed to focus
Executives on the business
priorities for the financial
year ahead and to align the
individual’s remuneration
with the delivery of superior
business performance.
These voluntary benefits arrangements include
the purchase of additional holiday and the ability
to participate in all-employee share plans.
The bonus scheme is based on a ‘balanced scorecard’
that is comprised of financial and non-financial
measures, which are reviewed annually. Such measures
include Headline Group EBITDA⁽¹⁾, customer
experience and innovation measures.
The measures and targets are set annually by
the Remuneration Committee to ensure they are
appropriately stretching for the delivery of ‘on target’,
‘stretch’, ‘super stretch’ and ‘maximum’ performance.
At least 40% of the ‘balanced scorecard’ will be
based on financial measures.
Variable
Share-based
incentive plans
Discretionary
Share Option
Plan (DSOP)
Designed to reward and
retain Executives over the
longer term whilst aligning
an individual’s interests
with those of shareholders.
Discretionary awards of nil-cost options are granted
over TalkTalk Telecom Group PLC shares.
Level of vesting is dependent on achievement of
performance targets, usually over a three year
performance period from the date of grant.
Awards vest after three years from the date of grant.
60% of the total vested options are typically exercisable
in the third year, with the remaining 40% typically
being eligible for exercise from the fourth year.
There is no intention to award DSOP awards to those
Executive Directors participating in the Shareholder
Value Plan (SVP). However, this plan is included in
the Remuneration Policy to give the Remuneration
Committee flexibility to make an award in the case
of a new hire or new Executive Director promotion.
Further detail on maximum opportunity
and framework used to assess performance
Reviewed periodically relative
to the market.
Payment is typically made in June.
The Remuneration Committee
retains the ability to exercise
discretion to adjust payments
up or down in exceptional
circumstances where they feel this
course of action is appropriate.
The bonus scheme pays at the
following levels:
• on target awards for Executive
Directors are equivalent to 50%
of base pay;
• stretch awards for Executive
Directors are equivalent to
100% of base pay;
• super stretch awards for
Executive Directors are
equivalent to 150% of
base pay; and
• maximum awards for Executive
Directors are equivalent to
200% of base pay.
Awards do not vest until the third
anniversary of the date of grant
and may have a deferral element.
If employment ceases during
the vesting period, awards will
by default lapse in full, unless
the Remuneration Committee
exercises its discretion.
The maximum level of award
is a 300% base pay multiple,
unless the Board determines that
exceptional circumstances exist
which justify exceeding this limit,
in which case options will not
exceed 400% of base pay.
The DSOP scheme rules were
approved by shareholders
in March 2010 as part of the
demerger from Carphone
Warehouse and an updated
version of these will be put to
shareholders at the July 2017
AGM for approval.
(1)
See note 1 to the consolidated financial statements for Headline EBITDA definition and note 9 to the consolidated financial statements for a reconciliation of Headline information
to statutory information.
48
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Summary of remuneration components of Executive Directors continued
Component
Aim and link to strategy
Description of operation and any performance measures
Variable
Share-based
incentive plans
SVP (award under
the VES rules)
Designed to reward and
retain Executives over
the longer term whilst
aligning an individual’s
interests with those of
shareholders and in turn
delivering significant
shareholder value.
The SVP, awarded under the VES rules, is designed to
enable participants to share in the incremental value
of the Group in excess of an opening valuation, as
determined by the Remuneration Committee. Each
award entitles the participant to purchase a fixed
number of separate shares (‘Participation shares’)
in the subsidiary company, TalkTalk Group Limited,
the holding company for the TalkTalk business.
The number of TalkTalk shares issued to each
participant is determined by the incremental
value pool created above a hurdle and therefore
return to shareholders.
The vesting of awards will be subject to continued
employment and the satisfaction of performance
conditions and/or other specified events as
determined by the Remuneration Committee.
The Committee has discretion to apply other
appropriate performance conditions as it sees fit.
Participation shares that are purchased by
participants are acquired at market value and
participants are offered a loan from TalkTalk at
a commercial rate of interest in order to fund
such a purchase.
When the awards vest the Participation shares will
have a value equal to the corresponding percentage
they represent of the incremental value (if any) of
the TalkTalk businesses at the time of vesting in
excess of the applicable opening valuation and shall
then be purchased by the Company for cash and/or
by the issue (or transfer) of ordinary shares in the
capital of the Company.
Any loan made to the participants to acquire
Participation shares will be required to be repaid
at that time. If the market value of the Participation
shares is less than the amount of the outstanding
loan (and any accrued interest) then the participant
may be required to repay a proportion of the loan
(up to 20%), the amount of which the Remuneration
Committee may use its discretion to determine.
Executive Directors, PLC Committee members and
Executive Committee members will be required
to hold 100% of any vested shares for a period of
twelve months following vesting. Other participants
will be required to hold 50% of vested shares for a
twelve month period. Participation shares are
generally forfeited to the value of the original loan
plus accrued interest in the event that a participant
leaves the Company prior to the vesting date.
Further detail on maximum opportunity
and framework used to assess performance
Awards are discretionary and are
made as a ‘block award’ to last four
years rather than an annual award.
Each participant is entitled to
purchase an agreed number of
Participation shares, with no
participant being awarded more
than 10% of the value of the
pool created.
60% of the award vests after three
years, with the remaining 40% of
the award vesting after four years.
Vesting may occur earlier if
the Company was taken over,
subject to the discretion of the
Remuneration Committee.
A cap on the total value of the
awards that vest at the end of the
four year period applies and total
awards will not result in a dilution
of the issued share capital of the
Company of more than 2.75%.
The VES rules were first approved
by shareholders in March 2010
as part of the demerger from
Carphone Warehouse and an
updated version of these will be
put before shareholders at the
July 2017 AGM for approval.
49
Annual Report 2017 TalkTalk Telecom Group PLC Directors’ remuneration report continued
Remuneration Policy continued
Remuneration scenarios
The charts below illustrate the level of total remuneration the current Executive Directors could receive under the Remuneration Policy
based on three levels of performance to ensure alignment with returns, which are received by our shareholders at: ‘minimum’, ‘on target’
and ‘maximum’ levels of performance. The ‘on target’ level of total remuneration represents performance in line with the Company’s
expectations and ‘maximum’ is considered to be the maximum level of total remuneration in practice, but the cap on the SVP has
intentionally been set at a level higher than this.
Executive Chairman
Sir Charles Dunstone
Minimum
Target
Super
stretch
100%
£759,180
100%
100%
Chief Financial Officer
Iain Torrens
72%
10% 18%
£361,579
Minimum
£590,094
£361,579
Target
£908,844
48%
6% 23%
23%
£361,579
Super
stretch
25%
3%
48%
24%
£1,758,844
£m
0
0.08
0.16
0.24
0.32
0.4
£m
0
0.2
0.4
0.6
0.8
1.0
1.2
1.4
1.6
1.8
2.0
Chief Executive Officer
Tristia Harrison
Chief Operating Officer
Charles Bligh
76%
5% 19%
76%
5% 19%
Minimum
£661,267
Minimum
£661,267
49%
3% 24%
24%
49%
3% 24%
24%
Target
Super
stretch
£1,036,267
24%
2%
49%
25%
Target
Super
stretch
£2,036,267
£1,036,267
24%
2%
49%
25%
£2,036,267
£m
0
0.3
0.6
0.9
1.2
1.5
1.8
2.1
2.4
£m
0
0.3
0.6
0.9
1.2
1.5
1.8
2.1
2.4
� Base pay � Benefits, pension and car allowance � Annual bonus � LTIP
Notes
(1) Base pay is actual base pay for the year ended 31 March 2018.
(2) Taxable benefits are at the level over the year ended 31 March 2018.
(3)
Pension is based on a 10% Company contribution/cash in lieu for Iain Torrens and a 5% Company contribution for Tristia Harrison and Charles Bligh. Sir Charles Dunstone does not
participate in the pension scheme.
(4)
Annual performance bonus is at 50% of base pay for target performance, 100% of base pay for stretch performance, 150% of base pay for super stretch performance and 200%
of base pay for maximum performance. Sir Charles Dunstone does not participate in the annual performance bonus.
(5) SVP outcomes include assumed share price increases over the four year performance term. Sir Charles Dunstone does not participate in any long term incentive plan.
(6) As the SVP is a ‘block award’ over a four year term rather than an annual award, we have annualised the potential pay-out over a four year period.
Dido Harding was paid in full in relation to her base pay, pension and other benefits from 1 April 2017 to the date she stepped down from the
Board and her employment on 10 May 2017.
50
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance
In hiring a new Executive Director, the Remuneration Committee may
also make a ‘buy-out’ award to an external candidate in compensation
for any remuneration arrangements forfeited on leaving a previous
employer. In making such an award, the Committee will take into
consideration relevant performance conditions, vesting periods
and the form in which the award was made. It is usual that any
‘buy-out’ awards will be made on a comparable basis. In exceptional
circumstances, the Remuneration Committee may make an exceptional
award under one of the Company’s existing long term incentive
plans in order to compensate a candidate for any remuneration
arrangements forfeited on leaving a previous employer.
The Remuneration Committee would only consider making such
awards where the individual has lost an award as a result of joining
the Group and awards will be subject to continued employment and
performance conditions, as appropriate. Following the appointment
of a new Executive Director the shareholders will be informed of the
details as soon as practicable.
There may be exceptional and unforeseen circumstances where
the Remuneration Committee considers it appropriate to exercise
discretion available under Listing Rule 9.4.2R to grant an award to
facilitate the recruitment of an Executive Director. Where a variable
or performance related award is made under such circumstances,
the Remuneration Committee confirms that the award will be within
the limits specified in the Remuneration Policy table.
The Remuneration Committee emphasises that such discretion
would only ever be used in genuinely unforeseen and exceptional
events where it would be disproportionate to seek shareholder
approval at a general meeting. The Remuneration Committee
considers that in practice such events would arise highly
infrequently, if at all, for the duration of the Remuneration Policy.
Where such an event arises, the Remuneration Committee will
consult with major shareholders and an explanation on how
discretion has been exercised would be provided in the following
year’s Remuneration Report.
Other share‑based remuneration
TalkTalk Save‑As‑You‑Earn (SAYE) Scheme
The Company operates an all-employee, HMRC-approved, SAYE
scheme, which all eligible employees and Executive Directors are
able to participate in. All eligible employees are invited to join the
scheme on an annual basis, subject to maximum participation
levels, currently £500 per month, or in line with HMRC limits if these
are increased in the future. Details of current schemes can be found
in the Annual Report on Remuneration section of this report.
TalkTalk Share Match Plan (SMP)
The Company operates an all-employee, HMRC-approved Share
Match Plan. The TTG Share Match Plan enables eligible employees
to purchase market priced shares by entering into a partnership
share agreement and holding such shares in trust for up to five years.
The rules of the Plan allow an employee maximum contribution of
£1,800 per annum, or in line with HMRC limits if these are increased.
The Remuneration Committee, at its discretion, may award matching
and/or free shares to eligible participants. Matching shares may
be granted up to a maximum ratio of two matching shares for each
partnership share purchased by a participant. Free shares may be
awarded up to a maximum value of £3,600 tax free per annum,
or in line with HMRC limits if these are increased.
Currently the Company provides one matching share for each
partnership share purchased by participating employees or
Executive Directors.
Service contracts and remuneration packages
Service contracts for Executive Directors
Under the Executive Directors’ service contracts both parties are
required to give twelve months’ notice of termination of employment.
At the Company’s discretion they may terminate the contract
immediately and not require the Director to work their notice and
instead pay twelve months’ contractual pay plus benefits. The
Executive Directors’ service contracts also include a twelve month
non-compete period.
These contracts are available for inspection at the Company’s
registered office.
Recruitment policy for new hires
When hiring a new Executive Director, the Remuneration Committee
will align the remuneration package with the Remuneration Policy
stated previously, including the maximum limits for each
remuneration component.
The Remuneration Committee will take all relevant factors into
consideration when making a remuneration decision on a new
Executive hire to ensure that these decisions are being made
in the best interests of the Company and its shareholders,
including, but not limited to:
• quantum;
• type of remuneration being offered;
• the impact on existing remuneration arrangements for
other Directors;
• the remuneration package of any exiting equivalent Director; and
• the remuneration arrangements of the candidate in their
previous role.
51
Annual Report 2017 TalkTalk Telecom Group PLC Directors’ remuneration report continued
The default position is for annual bonus amounts and the vesting
of share-based awards for ‘good leavers’ to be pro-rated for time
served from the start date of the scheme to the individual’s exit
date and will be subject to the applicable rules of the scheme.
The Remuneration Committee will have sole discretion to determine
the ‘good leaver’ status of an Executive Director. The Committee
will determine on a case by case basis whether any vesting of a
share-based award is appropriate.
Fees for Non‑Executive Directors
The Non-Executive Directors do not take part in discussions on their
remuneration. Each of the Non-Executive Directors has a letter of
appointment substantially in the form suggested by the Code, and
each has a three month notice period with no compensation for loss
of office. The Company has no age limit for Directors. The dates of
each contract are set out on page 60.
The fees for Non-Executive Directors are set out on page 60 of this
report. These fees are reviewed (but not necessarily increased) on
an annual basis, taking into account the responsibilities of the role
and their participation in the various Governance Committees of
the Company.
Non-Executive Directors are not entitled to participate in any annual
or long term incentive plans, or any pension arrangements.
External appointments
The Board supports Executive Directors holding Non-Executive
Directorships of other companies and believes that any such
appointments are part of the continuing development of the
Executive Directors from which the Company will ultimately
benefit. The Board has reviewed all such appointments and those
appointments that the Board believes require disclosure pursuant
to the Code are set out on page 61. The Board has also agreed that
the Directors may retain their fees from such appointments.
Remuneration Policy continued
Service contracts and remuneration packages continued
Relocation packages
There may be occasions when hiring a new Executive Director that
a relocation package is awarded, where a candidate and/or the
candidate’s immediate family relocate either on a temporary or
permanent basis in order to fulfil their role for the best interests
of the Company and its shareholders. In such instances, the
Remuneration Committee retains the right to compensate for
reasonable and appropriate relocation expenses.
Expatriate packages
On appointing a new Executive Director, the Remuneration Committee
may offer assistance where a candidate and/or the candidate’s
immediate family is asked to relocate either on a temporary or
permanent basis, from an overseas location to the UK or from the
UK to an overseas location. In such instances, the Remuneration
Committee retains the right to compensate for reasonable and
appropriate relocation expenses.
Remuneration Policy for internal promotions
When an existing employee of the Company is promoted internally
to the role of Executive Director, the Remuneration Committee will
align the remuneration package with the Remuneration Policy stated
previously, including the factors it takes into account for new hires.
Any remuneration awarded prior to promotion to the role of Executive
Director will be retained and will be subject to the previous payment
terms. The shareholders will be informed of any such remuneration
in the Directors’ Remuneration Report following promotion.
Exit payments
The Company operates the following policy in respect of exit payments:
• Executive Directors have a twelve month notice period from the
Company and they in turn are asked to give the Company twelve
months’ notice.
• Exit payments in relation to the service contract are limited to no
more than one year’s contractual pay plus other benefits, and any
contractual notice pay, unless determined otherwise by the Board
in exceptional circumstances, or unless otherwise dictated by law.
• The Remuneration Committee may use its discretion to
determine appropriate bonus amounts and the vesting of any
share-based award, taking into consideration the individual
circumstances under which an Executive Director is leaving
the Company.
52
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Annual Report on Remuneration
The following sections set out how the Company’s Remuneration Policy was implemented in
the year ended 31 March 2017 and how it will be implemented for the year ending 31 March 2018.
Single figure of remuneration*
To assist shareholders’ understanding and in line with the Regulations, the table below provides a single figure of remuneration for each
Executive Director. The information for Non-Executive Directors is included in the table on page 60.
Year ended 31 March 2017
Executive Director
Dido Harding⁽7⁾
Iain Torrens
Charles Bligh⁽8⁾
Tristia Harrison⁽8⁾
Aggregate emoluments
Base pay (1)
£000
Taxable
benefits (2)
£000
Pension (3)
£000
Bonuses (4)
£000
LTIP (5,6)
£000
587
425
394
394
1,800
17
16
17
17
67
59
42
20
20
141
235
170
158
158
721
244
–
158
146
548
SAYE
gain
£000
–
–
–
–
–
2017
total
£000
1,142
653
747
735
3,277
(1) Value of base pay received in the year.
(2) Value of benefits received by the Director in the year.
The components of taxable benefits are as follows:
• car allowance – cash amount received in the year; and
• private medical insurance – cost to the Company in the year for the Executive Director and their family.
(3) Value of pension contribution made or cash in lieu paid made by the Company in the year.
(4) Value of annual bonus payable in respect of the year and based on performance for the financial year.
(5)
Value of LTIP vesting in the year. This relates to the DSOP 2013, 20% of which vested in May 2016. The remaining 80% of the award immediately lapsed on 12 May 2016. The share
price on the date of vesting was £2.691.
(6) Original DSOP 2013 award was made as a multiple of base pay. At the time of the award, Charles Bligh’s base pay was £325,000 and Tristia Harrison’s base pay was £300,000.
(7) Dido Harding’s base pay was increased from £550,000 to £600,000 effective 1 July 2016.
(8) Charles Bligh and Tristia Harrison’s base pay was increased from £375,000 to £400,000 effective 1 July 2016.
Year ended 31 March 2016
Executive Director
Dido Harding
Iain Torrens
Charles Bligh⁽9⁾
Tristia Harrison⁽9⁾
Aggregate emoluments
Base pay ⁽1⁾
£000
Taxable
benefits⁽2⁾
£000
Pension⁽3⁾
£000
Bonuses ⁽4,5⁾
£000
LTIP⁽6,7⁾
£000
550
425
365
365
1,705
17
16
17
17
67
55
42
18
18
133
220
170
146
146
682
1,968
–
1,023
945
3,936
SAYE
gain ⁽8⁾
£000
–
6
–
–
6
2016
total
£000
2,810
659
1,569
1,491
6,529
(1) Value of base pay received in the year.
(2) Value of benefits received by the Director in the year.
The components of taxable benefits are as follows:
• car allowance – cash amount received in the year; and
• private medical insurance – cost to the Company in the year for the Executive Director and their family.
(3) Value of pension contribution made or cash in lieu paid by the Company in the year.
(4) Value of annual bonus payable in respect of the year and based on performance for the financial year.
(5) Dido Harding has decided to donate her bonus to charitable causes.
(6)
Value of LTIP vesting in the year. This relates to the DSOP 2012, 50% of which vested in May 2015, after the TSR performance condition was determined to have exceeded its super
stretch level. The remaining 50% of the award relating to EPS immediately lapsed on 14 May 2015. The share price on the date of vesting was £3.841.
(7) Original DSOP 2012 award was made as a multiple of base pay. At the time of the award, Charles Bligh’s base pay was £325,000 and Tristia Harrison’s base pay was £300,000.
(8) Under the 2015 SAYE, Iain Torrens was granted 5,863 options on 12 June 2015 at an option price of £3.07.
(9) Charles Bligh and Tristia Harrison’s base pay was increased from £335,000 to £375,000 effective 1 July 2015 as disclosed in last year’s report.
53
Annual Report 2017 TalkTalk Telecom Group PLC
Directors’ remuneration report continued
Annual Report on Remuneration continued
Appointments in the year ended 31 March 2017
Cath Keers was appointed as a Non-Executive Director and was
appointed to the Audit Committee on 1 August 2016, and her fees
were set in line with the Remuneration Policy. Subsequently, she has
provided her expertise and experience in starting to chair certain
meetings in respect of the Company’s Ultrafast Fibre proposition
in York. Her fees in relation to these duties for the year ending
31 March 2017 are reflected on page 60 of the report.
In line with the Remuneration Policy, the Committee considered
both internal and external factors when setting the remuneration
package for the newly appointed Non-Executive Director, in order
to ensure that the decisions taken were made in the best interests
of the Company and its shareholders.
Appointments in the year ended 31 March 2018
On 1 February 2017 the Company announced certain changes to
the Board. On 1 April 2017, Dido Harding stepped down as Chief
Executive Officer and, on this date, Sir Charles Dunstone became
Executive Chairman, Tristia Harrison became Chief Executive Officer
and Charles Bligh became Chief Operating Officer. There has been
a period of transition between 1 April 2017 and 10 May 2017 during
which Sir Charles Dunstone, Tristia Harrison and Charles Bligh have
been working alongside Dido Harding as part of the transition to the
new management structure of the Company, which is referenced
below and will be more fully described in next year’s Annual Report.
Following this transition period, Dido Harding has stepped down
from the Board and her employment on 10 May 2017.
Details of the new remuneration packages for Tristia Harrison
and Charles Bligh are set out below. There were no changes to
the remuneration package of Sir Charles Dunstone as a result
of his appointment.
Leavers in the year ended 31 March 2017
Brent Hoberman stepped down from the Board on 20 July 2016.
Base pay
Year ended 31 March 2017
Following the announcement of the Company’s preliminary results
for the year ended 31 March 2016, the Remuneration Committee
undertook a review of Executive remuneration, and after careful
consideration, it was agreed to increase the base pay of Dido Harding,
Tristia Harrison and Charles Bligh.
During the period, the Committee agreed an increase to the base
pay of Dido Harding from £550,000 to £600,000, which was
effective from 1 July 2016.
The Committee also determined that the base pay of both
Tristia Harrison and Charles Bligh would be increased to £400,000,
which was a 7% uplift and was effective from 1 July 2016.
In making all of these determinations, the Committee took into
consideration the contribution that all three individuals had made
to the Company, as well as the ongoing contribution that they would
continue to make to the business.
As in prior years, remuneration increases for Executive Directors
were reviewed in line with market trends, peer group benchmarking
and current internal practices. Peer group analysis was conducted
by Willis Towers Watson, comparing against FTSE-listed companies
with comparable revenue and market capitalisation.
For the year ended 31 March 2017 average base pay increases for all
other employees were 2%.
Year ending 31 March 2018
Due to the organisational restructure and the appointment of
Tristia Harrison to the role of Chief Executive Officer and Charles Bligh
to the role of Chief Operating Officer, the base pay of both individuals
will increase to £500,000, effective from 1 April 2017. In reaching
these recommendations, the Remuneration Committee carefully
considered the significant change in responsibility, market trends,
current internal practices and the base pay of the outgoing Chief
Executive Officer.
For the year ending 31 March 2018, average base pay increases for all
other employees will be 2%. In line with our approach last year, there
has been no ‘all-employee’ increase applied and business units have
had complete discretion to apply their pay budget. Within the 2% pay
budget, adjustments were made in order to ensure that no employee
of the Company is in receipt of base pay lower than the Living Wage,
in line with the commitment made in prior years. Market adjustments
were also made where necessary, to reflect local pay levels in the
Salford area, ahead of our Soapworks relocation in June 2017.
Pension contributions*
Year ended 31 March 2017
During the course of the year, Executive Directors received
Company pension contributions in line with the Remuneration
Policy. There were no Directors who were members of a defined
benefit pension scheme during the year.
Dido Harding had previously left the pension scheme at the end
of February 2014 and therefore a cash payment in lieu of pension,
equivalent to 10% of base pay, was made for the year ended
31 March 2017.
Iain Torrens chose not to join the Company pension scheme on
his appointment and therefore a cash payment in lieu of pension,
equivalent to 10% of base pay, was made for the year ended
31 March 2017.
Pension contributions for Tristia Harrison and Charles Bligh were
made by the Company of 5% of their base pay for the year ended
31 March 2017.
The pension schemes provided for other employees of the Group
are included in note 4 to the consolidated financial statements.
Year ending 31 March 2018
In the year ending 31 March 2018, pension contributions from
the Company to Iain Torrens will continue to be capped at 10%
of base pay, in line with the Remuneration Policy, and will be paid
as a cash payment in lieu. Pension payments for Charles Bligh
and Tristia Harrison will be capped at 5% of base pay, in line with
the Remuneration Policy.
54
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Annual performance bonus
Year ended 31 March 2017
For the year ended 31 March 2017, the annual performance bonus was based on a ‘balanced scorecard’ blend of financial and non-financial
measures as set out in the table below and, in line with the approved Remuneration Policy, Executives had an incentive opportunity in the
range of 0% to 170% of base pay.
Performance against the annual bonus plan targets for the year ended 31 March 2017 would have resulted in a scheme pay-out of 55.1%
of base pay for the Executive Directors. Reflecting on the wider business performance for the year and the continuing focus required to
return the business to growth, however, the Executive Directors felt it more appropriate to recommend a reduction in annual bonus pay-out
to 40% of base pay. This applies a discount of approximately 30% to the value of the annual bonus that Executive Directors will receive for
the year and was in line with last year’s pay-out, and the Remuneration Committee was supportive of and approved this recommendation.
Achievement against the targets can be seen in the table below:
Measure
Headline EBITDA ⁽1⁾
Headline revenue ⁽1⁾
On-net churn⁽2⁾
SamKnows⁽³⁾
Throughput
Mobile net adds
Transformation⁽4⁾
Weighting
Minimum
performance
Target
performance
Maximum
performance
Actual
performance
% base pay
received in
relation to measure
25%
20%
15%
7.5%
7.5%
10%
15%
300
1,800
320
1,810
Q1–1.3%, Q2–1.4%, Q3–1.3%, Q4–1.1%
3.5
9.25
190
3.2
9.50
200
>330
1,836
<2.9
>10.00
210
304
1,783
¼ hit
3.2
10.38
214
See note 2 below
76.5% of target
3%
0%
6.4%
4.5%
12.7%
17%
11.5%
55.1%
(1)
See note 1 to the consolidated financial statements for Headline EBITDA and revenue definitions and note 9 to the consolidated financial statements for a reconciliation
of Headline information to statutory information.
(2) Churn targets are measured and assessed on a quarterly basis rather than on a minimum, target, maximum basis.
(3) SamKnows is an external, independent measure of our network performance.
(4)
Transformation is measured as ‘A More Secure TalkTalk’, ‘Consumer Reinvention’ and ‘Tech Transformation’, both ‘A More Secure TalkTalk’ and ‘Tech Transformation’ are measured
at target performance with clear security plans in place and network stability improvements ongoing, and ‘Consumer Reinvention’ is measured at stretch performance, following
the successful launch of fixed low price plans and the Company’s rebranding launch.
When determining bonus payments, and the resulting adjustment down this year, the Remuneration Committee takes into account
performance against the measures above, overall business performance and the individual performance of the Executive Directors.
With working capital and cash behind expectation, coupled with investment in an unsustainable mobile proposition and a contracting
consumer base, financial elements of the scorecard have achieved below their expected levels, with Headline revenue being missed
and Headline EBITDA achieving between minimum and target performance.
Considered focus for the year on network development and decongestion, stronger than expected performance of our consumer fixed
price plan recontracting proposition and greater than expected mobile net add performance have, however, resulted in strong performance
in the remainder of the scorecard and have therefore resulted in a bonus being paid out to Executive Directors at just below target levels.
The Remuneration Committee has carefully considered the strong business recovery which the Company has demonstrated in the past
twelve months and is satisfied that this bonus has provided a significant link between reward and operating performance and the creation
of further shareholder value.
Year ending 31 March 2018
A review of the annual bonus plan was conducted in the year ended
31 March 2017 to ensure that the performance measures in the
balanced scorecard continue to be aligned to Company strategy.
The expected performance measures and their weightings for the
year ending 31 March 2018 are set out below:
Expected performance measure
Expected weighting
Financials⁽¹⁾
Growth⁽²⁾
Customer experience⁽³⁾
Culture⁽4⁾
45%
25%
20%
10%
(1)
Financials are expected to be measured through Headline EBITDA, Headline
revenue and Headline free cash flow.
(2) Growth is expected be measured through net adds.
(3)
Customer experience is expected to be measured through network performance
security and internal controls.
(4)
Culture is expected to be a measure of employee engagement and measures for
cultural change.
The Board has determined that the disclosure of performance targets
for the year ending 31 March 2018 continues to be commercially
sensitive and they are therefore not disclosed in this report. These
targets are determined within the context of a longer term business
plan and the disclosure of these targets could give information to
TalkTalk’s competitors to the detriment of business performance.
The Committee will disclose targets and performance against all
of these measures in next year’s Directors’ Remuneration Report.
In addition to the newly proposed performance measures and
weightings shown above, the Remuneration Committee is also
recommending a change to the target, stretch and super stretch
levels and the introduction of a maximum level to the Executive
Director Annual Bonus Plan for the year ending 31 March 2018,
as set out in the Remuneration Policy on page 45 of the report.
55
Annual Report 2017 TalkTalk Telecom Group PLC Directors’ remuneration report continued
As disclosed in last year’s report, subject to meeting the relevant
performance conditions, the scheme would vest 60% in May 2019,
with the remaining 40% vesting twelve months later. On vesting, all
shares must be held for twelve months from the vesting date for
Executive Directors and 50% of shares for a minimum of twelve
months from the vesting date for other participants. If the market
value of the Participation shares is less than the amount of the
outstanding loan (and any accrued interest), then the participant
may be required to repay a proportion of the loan, the amount of
which the Remuneration Committee may use its discretion to
determine, up to a maximum of 20%.
Interest is accrued on the loan on an annual basis, which is set by
HMRC and was charged at 3% during the year. A subsequent loan is
provided to participants on an annual basis, until the scheme vests,
at which point the loans plus accrued interest are repaid. There is
no double benefit for any participant and any gain resulting from the
2014 SVP would be deducted from any gain resulting from the SVPII
award. Loans were outstanding to the following Executives in the
year ended 31 March 2017:
Director
Dido Harding
Iain Torrens
Tristia Harrison
Charles Bligh
2017
Number of
Participation
shares
purchased
2017
% share
of pool (1)
2017
Outstanding
loan
and interest (2)
10%
5%
5%
5%
25%
200
100
100
100
500
335
164
164
164
827
(1) SVPII awards were made on 19 May 2016.
(2) The fair value of the award is equal to the outstanding loan and interest.
There was no clawback in respect of SVP or SVPII and no
Non-Executive Directors participated in this scheme during
the year ended 31 March 2017.
TalkTalk Discretionary Shares
The DSOP is designed to provide a long term incentive plan for
certain employees of the TalkTalk Group. It is the intention of the
Committee that, generally, in any one year, participants may only
receive an award under one such scheme.
In line with the Remuneration Policy, the Committee, at its sole
discretion, may, in hiring a new Executive Director, make a ‘buy-out’
award to an external candidate in compensation for any remuneration
arrangements forfeited on leaving a previous employer. There have
been no buy-outs in relation to Executive Directors in the year
ended 31 March 2017.
Scheme interests awarded in the year
There were no awards granted under the DSOP during the year to
Executive Directors and no Non-Executive Directors participated
in this scheme.
Annual Report on Remuneration continued
Share‑based incentive plans*
Year ended 31 March 2017
The single figure of remuneration includes amounts for the value
of options to acquire ordinary shares in the Company granted to
or held by the Directors. Details of the options for the Directors
who served during the year are as follows:
The TalkTalk Group Shareholder Value Plan (SVP)
(awarded under the Value Enhancement Scheme (VES) rules)
Participation shares were acquired in 2014 and loans were granted
by the Company. Interest is accrued on the loan on an annual basis.
A subsequent loan is provided to participants on an annual basis,
until the scheme vests, at which point the loans plus accrued
interest are repaid. Loans were outstanding to the following
Executives in the year ended 31 March 2017:
Director
Dido Harding
Iain Torrens⁽1⁾
Tristia Harrison
Charles Bligh
2017
% share
of pool
2017
Number of
Participation
shares purchased
2017
Outstanding
loan
and interest
10%
2,000,000
5%
5%
5%
1,000,000
1,000,000
1,000,000
25%
5,000,000
335
197
168
168
868
(1)
Award to Iain Torrens made on 2 February 2015, resulting in a higher cost per
Participation share than original participants.
The remaining percentage of allocated shares in the SVP pool is held
by other senior management of the Group.
Interest on outstanding loans was charged at 3.00% during the year.
In line with the scheme rules, the first 60% of the SVP will reach its
vesting date in May 2017, at which point the performance against the
growth hurdle will be calculated. Further information relating to
performance of the SVP will be detailed in next year’s report.
As disclosed in last year’s report, subject to meeting the relevant
performance conditions, the scheme would vest 60% in May 2019,
with the remaining 40% vesting twelve months later. On vesting, all
shares must be held for twelve months from the vesting date for
Executive Directors and 50% of shares for a minimum of twelve
months from the vesting date for other participants. If the market
value of the Participation shares is less than the amount of the
outstanding loan (and any accrued interest), then the participant
may be required to repay a proportion of the loan, the amount of
which the Remuneration Committee may use its discretion to
determine, up to a maximum of 20%.
SVPII
In line with the disclosure made in last year’s report, Participation shares
were acquired at market value on 19 May 2016 and loans were granted
by the Company on the same basis as the SVP awarded in 2014. There
are two performance conditions on which vesting is dependent:
• at least a 7% compound annual increase in the market
capitalisation of TalkTalk Telecom Group PLC from the starting
valuation over the following three and four year periods; and
• TalkTalk Group’s shareholder return should outperform that of the
FTSE 250.
56
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Share‑based incentive plans* continued
Year ended 31 March 2017 continued
Scheme interests vesting in the year
The Remuneration Committee noted that the award granted under the DSOP rules in 2013 was due to vest in June 2016, and that whilst
actual performance against the Total Shareholder Return (TSR) CAGR hurdle was significantly below the required target on the vesting date,
that prior to the cyber attack in October 2015, performance was on track to reach the required TSR CAGR target of 7.8%. After careful review
and in consideration of performance prior to the 2015 cyber attack and of the subsequent business recovery thereafter, the Committee felt
it appropriate to exercise its discretion and to determine that 20% of the total award should vest in May 2016, on the condition that no
options under this award would be exercised until at least the date of the preliminary results for the year ended 31 March 2017. All remaining
unvested options under this award lapsed with immediate effect in May 2016.
The partial vesting of the DSOP 2013 resulted in 90,498 nil-priced options vesting in respect of Dido Harding, and 58,824 and 54,299
nil-priced options vesting in respect of Charles Bligh and Tristia Harrison respectively.
Scheme interests exercised in the year
Director
Scheme
type
Type
of award
Performance
conditions
apply ⁽¹⁾
Dido Harding
DSOP 2012
Nil priced unapproved
Charles Bligh
DSOP 2012
Nil priced unapproved
Tristia Harrison
DSOP 2012
Nil priced unapproved
Yes
Yes
Yes
Tristia Harrison
CSOP 2008 ⁽5⁾
£0.51 unapproved
Yes ⁽6⁾
Exercise
price
£1.90
£1.90
£1.90
£1.90
Number
of options
exercised
Exercise
date
204,918 ⁽²⁾
15 November 2016
266,393 ⁽³⁾
15 November 2016
245,901 ⁽4⁾
15 November 2016
125,000 ⁽7⁾
15 November 2016
(1) Performance conditions are set out in the 2015 Annual Report.
(2) Dido Harding sold 96,796 shares in order to cover applicable tax liability.
(3) Charles Bligh sold 125,835 shares in order to cover applicable tax liability.
(4) Tristia Harrison sold 116,152 shares in order to cover applicable tax liability.
(5) Award previously vested in 2010 and 2011 as per last year’s report.
(6) Performance conditions were set prior to the demerger with CPW 2010 and were set out in the CPW 2009 Annual Report.
(7) Tristia Harrison sold 83,721 shares in order to cover applicable tax liability.
All awards currently held by Executive Directors are detailed in the following table.
Total DSOP and CSOP under option at year ended 31 March 2017
Director
Scheme
type
Type
of award
Performance
conditions
apply⁽3⁾
Average share
price used
for grant
Face value
of award⁽1⁾
Minimum level
of award
Vesting
date
Dido Harding
DSOP 2013⁽5⁾
Nil priced unapproved
Iain Torrens⁽4⁾
DSOP 2014
Nil priced unapproved
Tristia Harrison
DSOP 2013⁽5⁾
Nil priced unapproved
Charles Bligh
DSOP 2013⁽5⁾
Nil priced unapproved
Yes
No
Yes
Yes
£2.21
£200,000
25%
June 2016⁽2⁾
£3.19
£376,117
100%
February 2018
£2.21
£120,000
£2.21
£130,000
£826,117
25%
25%
June 2016⁽2⁾
June 2016⁽2⁾
(1) Face value is calculated as the number of remaining options awarded multiplied by the average share price over the five day period prior to grant.
(2) 100% exercisable from May 2017.
(3) Performance conditions are set out in the 2015 Annual Report.
(4) 100% exercisable from February 2018.
(5) 20% of the total award vested in May 2016.
57
Annual Report 2017 TalkTalk Telecom Group PLC Directors’ remuneration report continued
Annual Report on Remuneration continued
Share‑based incentive plans* continued
Year ending 31 March 2018
The TalkTalk Group Shareholder Value Plan (SVP)
Following careful consideration of and in line with both our current
and approved Remuneration Policy and the revised Remuneration
Policy proposed for approval at the July 2017 AGM, the Company
proposes to make further awards under the Shareholder Value Plan
(SVP) which operates under the rules of the Value Enhancement
Scheme (VES) approved by shareholders in January 2010 to
the four Executive Directors and a small number of our senior
leadership team.
The Company maintains its belief that it is important to continue to
attract, incentivise and motivate senior employees in this manner
and, taking into account Company performance in the previous
financial year and the future direction of the Company, it recognises
that it is essential to continue to align the interests of the Company,
shareholders and key senior employees. The Company wants to
ensure that it retains the highest quality of talent with the requisite
skills and to ensure that it motivates these individuals to achieve
outstanding levels of performance.
In light of the Company’s current strategy, the Committee believes
the SVP is the most appropriate vehicle to realign the interests of
senior leaders to those of our shareholders. The Company is
confident that the proposed award will incentivise the team to
create significant value for shareholders in light of the changed
strategic direction of the Company, for the next phase of
development of the business over the coming three to four years.
In line with previous awards, performance conditions will apply such
that there first needs to be a stretching increase in the Company’s
market capitalisation. The conditions are in line with our Policy and
previous awards and further detail will be provided in next year’s
report. The Committee has discretion to apply other appropriate
performance conditions as it sees fit.
In making its proposal, the Remuneration Committee has carefully
considered the fact that, whilst in line with our Policy, a further award
will be made, in addition to the award made last year. The Committee
believes, however, that this is the most appropriate way in which
to align the interests of all parties following recent events and will
further aid the strong business recovery that has recently been
demonstrated, as highlighted in our results for FY17. Participants
who were granted awards under the SVP in 2014 and 2016 will also
participate in the proposed new awards. With this in mind, the
Committee has determined that no participant should benefit from
all three sets of awards and therefore any participant gain realised
from the 2014 or 2016 awards would first be deducted from any
participant gain realised from the 2017 award.
In line with previous awards and in accordance with our approved
Policy, the level of award granted to each individual will be determined
by the Remuneration Committee and each award will recognise the
individual’s performance, including exceptional performance, but
no individual participant shall be awarded more than 10% of the total
SVP pool value. In addition, a cap on the total value of the aggregated
awards that vest at the end of the four year period shall apply equal
to 2.75% of the Company’s market capitalisation at the time. This is
in line with our Policy. All of the above percentages and caps will be
further aggregated across the 2014, 2016 and 2017 awards at the
end of the four year vesting period for the new awards to further
ensure there is no triple benefit as stated above.
Each participant will be entitled to purchase at market value an
agreed number of Participation shares as stated below. Subject to
the performance conditions being achieved each time, 60% of the
award will vest after three years, with the remaining 40% of the award
vesting after four years.
Participants will be offered loans (on full commercial terms) in
order to purchase shares in our operating subsidiary company,
TalkTalk Group Limited (‘SVP Shares’). On vesting, these shares
will be acquired by the Company in return for the issue of ordinary
shares in the Company to participants or alternatively they may be
purchased for cash. Based on the performance conditions, for any
payment to be made to participants, the total value created by the
Company would be equivalent to a share price increase in the region
of at least 30% over the period.
If this stretching performance threshold is not achieved, no payment
will be due. However, participants will still be required to settle the
loans which have been made to them and if the value of the SVP Shares
is less than the value of the loans, the Remuneration Committee
has the discretion to require participants to pay 20% of this deficit.
The Committee believes that this part of the awards will provide a
strong further alignment between participants and shareholders.
All‑employee share plans*
TalkTalk Save‑As‑You Earn (SAYE) Scheme
The TalkTalk SAYE Scheme is a share option scheme and is approved
by HMRC. The SAYE Scheme is administrated by a duly authorised
Committee of the Board. All UK Executive Directors and employees
of TalkTalk and participating companies within the Group are eligible
to participate in the Sharesave Scheme as long as they have been
employed for a qualifying period. To participate in the Scheme an
eligible employee must enter into a Sharesave contract and agree
to make monthly contributions between £5 and £500 for a specified
period of three or five years.
Options granted to acquire TalkTalk shares under the Scheme have
an option price determined by the TalkTalk Board, which will be not
less than the higher of 80% of the middle market quotation price or
their nominal value.
No Executive Directors were awarded share options under the
2016 Scheme.
On 15 November 2016 Dido Harding exercised and held 4,687 ordinary
shares priced at £1.92, which were the result of the 2013 Sharesave
Scheme reaching maturity on 1 August 2016. On the same date,
Charles Bligh exercised 4,687 ordinary shares priced at £1.92, also
resulting from the 2014 Sharesave Scheme reaching maturity on
1 August 2016.
No Non-Executive Directors participated in this scheme.
Further details of the features and operations of the SAYE Scheme
can be found in note 5 to the consolidated financial statements.
58
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance All‑employee share plans* continued
All‑employee Share Match Plan (SMP)
In June 2014, the Company introduced an all-employee, HMRC-approved Share Match Plan, which had been approved by the Remuneration
Committee during the previous financial year. This enables eligible employees to purchase market priced shares by entering into a partnership
share agreement and holding such shares in trust for up to a five year period. Approval for the TTG Share Match Plan was granted by
shareholders at the AGM on 24 July 2013.
Both Dido Harding and Iain Torrens have received the following shares in respect of the Share Match Plan during the period ended 31 March 2017:
Dido Harding⁽1⁾
Iain Torrens⁽1⁾
(1)
These awards have been included in the shareholding numbers reflected in the table below.
Partnership
shares
purchased
896
896
Matching
shares
allocated
896
896
Dividend
shares
allocated
Total number
of shares held
in plan
–
173
1,792
1,965
Additional information
Shareholding requirements
Executive Directors are required to build and retain a minimum shareholding in the Company, equivalent to 200% of base pay. Current
shareholdings as at 31 March 2017 are set out below for Executive Directors:
Director
Dido Harding
Iain Torrens
Charles Bligh
Tristia Harrison
Holding
requirement
as a % of
base pay
Actual
holding
Requirement
satisfied
Actual share
ownership
as a % of
base pay ⁽1⁾
200%
200%
200%
200%
4,411,039
3,376
763,223
1,453,962
Yes
No ⁽2⁾
Yes
Yes
1,393%
2%
362%
689%
(1) Share price on 31 March 2017 of £1.895 used for calculation.
(2)
Iain Torrens joined in 2015 and has the opportunity to build up his shareholding over a number of years in line with the approved Remuneration Policy.
There have been no changes to the shareholdings of Executive Directors between 31 March 2017 and 10 May 2017.
Whilst there are no shareholding requirements for Non-Executive Directors, this is encouraged within the Company.
Director
Charles Dunstone
John Gildersleeve
Ian West
John Allwood
Brent Hoberman⁽¹⁾
Howard Stringer
James Powell
Roger Taylor
Cath Keers⁽²⁾
(1) Stepped down from the Board on 20 July 2016.
(2) Appointed to the Board and the Audit Committee on 1 August 2016.
Ordinary shares of 0.1p
31 March 2017
31 March 2016
Date of contract
294,059,396
294,059,396
20 January 2010
245,138
346,023
10,000
12,882
10,000
1,000
246,000
20 January 2010
346,023
8 February 2011
10,000
12,882
10,000
1,000
20 January 2010
20 January 2010
26 July 2012
26 July 2012
5,153,792
3,153,792 11 November 2015
–
–
1 August 2016
59
Annual Report 2017 TalkTalk Telecom Group PLC Directors’ remuneration report continued
Annual Report on Remuneration continued
Additional information continued
Fees for Non‑Executive Directors
Remuneration for Non-Executive Directors is set by the Board, taking account of the commitments and responsibilities of the role and their
participation in the various governance Committees of the Company.
The fees for Non-Executive Directors and their appointment dates are set out in the tables below. Non-Executive Directors are not eligible
to participate in annual bonus, LTIP and pension arrangements.
Non-Executive Director
Charles Dunstone
John Gildersleeve
Ian West
John Allwood
Brent Hoberman⁽1⁾
Howard Stringer
James Powell
Roger Taylor
Cath Keers⁽2,3⁾
Aggregate emoluments
Fees
£000
360
80
67
65
15
50
50
51
43
781
Taxable
benefits
£000
1
–
–
–
–
–
–
1
–
2
2017
total
£000
361
80
67
65
15
50
50
52
43
Fees
£000
360
80
80
65
50
50
50
17
–
783
752
Taxable
benefits
£000
1
–
–
–
–
–
–
1
–
2
2016
total
£000
361
80
80
65
50
50
50
18
–
754
(1) Stepped down from the Board on 20 July 2016.
(2) Appointed to the Board and the Audit Committee on 1 August 2016.
(3)
A fee of £10,000 was payable from 1 January 2017 to 31 March 2017 in respect of additional duties disclosed on page 54. Should Cath Keers continue to provide expertise
and services on an ongoing basis, her fee may increase to £200,000 for a period of up to twelve months.
There were no changes to fee levels for Non-Executive Directors in the year except where there are changes in the membership of the
various Committees of the Board.
Payments to past Directors
In the year ended 31 March 2017, there were no payments made to past Directors not disclosed elsewhere in the report.
Payments for loss of office
In the year ended 31 March 2017, there were no payments made to Executive Directors, past or present, in compensation for loss of office.
Non‑Executive Directors’ letters of appointment
The Committees that Non-Executive Directors serve on and dates of appointment are set out below:
Non-Executive Director
Committee membership
Charles Dunstone
John Gildersleeve
John Allwood
Brent Hoberman⁽1⁾
Ian West
Howard Stringer
James Powell
Roger Taylor
Cath Keers⁽2⁾
–
Remuneration, Nomination, Compliance
Audit, Nomination
Remuneration
Audit, Nomination, Remuneration
Nomination
Audit
Remuneration
Audit
(1) Stepped down from the Board on 20 July 2016.
(2) Appointed to the Board and the Audit Committee on 1 August 2016.
Date first appointed
to the Board
Effective date of current
letter of appointment
20 January 2010
16 January 2013
20 January 2010
20 January 2010
20 January 2010
1 April 2016
1 April 2016
–
8 February 2011
16 May 2016
26 July 2012
26 July 2012
1 April 2016
1 April 2016
11 November 2015 11 November 2015
1 August 2016
1 August 2016
60
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Additional information continued
Fees for external appointments
Director
Organisation
Dido Harding
Bank of England
The fees paid for services are set out below:
2017
£000
20
Company
Nature of service
Willis Towers
Watson
Remuneration benchmarking
and long term incentive design
2017
£000
39
Sir Charles Dunstone was also Chairman of Dixons Carphone Group PLC,
which the Company believes continued to be a significant other
commitment for him in the year. It should be noted, however, that
Sir Charles Dunstone stepped down from his position as Chairman
of Dixons Carphone Group PLC effective 1 May 2017.
Advice and services provided to the Remuneration Committee
Except when matters concerning their own positions are being
considered, the Chief Executive Officer and the Chief People Officer
are normally invited to attend the meetings of the Remuneration
Committee. The Committee may discuss any matter affecting the
Chairman without the Chairman being present.
Over the course of the year ended 31 March 2017, the Remuneration
Committee was advised on matters relating to executive remuneration
by Willis Towers Watson. The Remuneration Committee deems the
advisers to be independent from the Company and the advice it
received during the year to be appropriate and objective.
Willis Towers Watson is a signatory to the Remuneration
Consultants’ Group Code of Conduct in relation to executive
remuneration consulting in the UK.
Relative importance of spend on pay
The difference in actual expenditure between FY16 and FY17 on
remuneration for all employees in comparison to distributions to
shareholders by way of dividends is set out in the graphs below:
Dividend paid (£m)
+£15m
FY17
FY16
Total employee pay (£m)
-£3m
FY17
FY16
150
135
136
139
Comparing pay to performance
The following tables and chart show a comparison of total pay for the CEO since the listing of the Company on 29 March 2010, with the
remuneration of all other employees and with TSR.
2011
£000⁽3⁾
2012
£000⁽3,4⁾
2013
£000
2014
£000
2015
£000
2016
£000
2017
£000⁽5,6⁾
Single
figure of
remuneration ⁽1⁾
Bonus as a %
of maximum
available
Shares vesting
as a % of
maximum ⁽2⁾
920
19.9%
967
40.0%
–
–
5,617
39.2%
100%
6,842
37.6%
1,047
47.3%
2,810
23.5%
1,142
23.5%
–
–
50%
20%
(1) The increase in the single figure number in 2013 represents the vesting of the first LTIP award since the listing of the Company.
(2)
It is not possible to show this value for the VES which vested in 2012 and 2013 as it does not have a maximum percentage of shares.
However, for information the 2010 DSOP award vested at 100% of the maximum in 2012.
(3) Maximum bonus for Executive Directors was 200% base pay for the years ended 31 March 2011 and 2012.
(4) Only the 50% relating to TSR measures of the DSOP 2012 vested in May 2015.
(5) The Remuneration Committee determined that 20% of the DSOP 2013 should vest in May 2016.
(6) The reduction in the single figure number in 2017 represents the lower DSOP percentage vesting and a reduction in the share price from the prior year.
61
Annual Report 2017 TalkTalk Telecom Group PLC Directors’ remuneration report continued
Annual Report on Remuneration continued
Additional information continued
Comparing pay to performance continued
The table below shows the percentage change in remuneration between 2016 and 2017 for the CEO and all other employees of the Group.
CEO⁽1,2⁾
Employees⁽3⁾
(1) Dido Harding received a base pay increase to £600,000 in July 2016.
(2) Year on year percentage increase in annual bonus is due to base pay increase referenced above.
(3) Actual average increase for all other employees of the Group was 2%.
Base pay
% change
Taxable benefits
% change
Annual bonus
% change
9%
2%
0%
0%
0%
13%
TSR performance graph
The graph below shows the Group’s performance compared to the TSR performance of the FTSE 250 from the date of the Group’s listing on
29 March 2010.
The FTSE 250 was selected as it is a broad market index of which the Group is a member.
400
350
300
250
200
150
100
50
0
TalkTalk Telecom Group PLC
FTSE 250
29 March
2010
31 March
2011
31 March
2012
31 March
2013
31 March
2014
31 March
2015
31 March
2016
31 March
2017
This Remuneration Report has been prepared in accordance with the Large and Medium-sized Companies and Group (Accounts and
Reports) (Amendment) Regulations 2013 (the ‘Regulations’) issued under the Companies Act, the UK Corporate Governance Code, the
GC 100 and Investor Group Directors’ Remuneration Reporting Guidance and the Executive Remuneration Principles published by the
Investment Association Principles in October 2016. The constitution and operation of the Remuneration Committee are in compliance
with the Code.
In framing its Remuneration Policy, the Committee has given full consideration to the matters set out in Schedule A of the Code and the
Regulations. As required by the Regulations, resolutions to approve the Remuneration Policy section and the overall Directors’ Remuneration
Report will be proposed at the 2017 AGM. Voting regarding the 2016 Directors’ Remuneration Report was as follows:
Remuneration Report
Votes for
Votes against
Votes withheld
Total votes
718,650,490
98.58%
9,803,659
1.34%
577,537
0.08%
729,031,686
John Gildersleeve
Remuneration Committee Chairman
10 May 2017
62
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance
Directors’ report
Reporting requirements
The Group is required to produce a Strategic Report complying
with the requirements of Section 414A of the Companies Act 2006
(the ‘Act’). The Group has complied with this requirement and
incorporates a detailed review of the Group’s activities, business
performance and developments during the year and an indication
of likely future developments on pages 1 to 31.
The Corporate Governance Statement, as required by Rule 7.2.1 of
the Financial Conduct Authority (FCA) Disclosure and Transparency
Rules, is set out on pages 36 to 40 of the Corporate Governance
Report and forms part of the Directors’ Report.
Suppliers’ payment policy
It is the Company’s policy to develop and maintain key commercial
relationships with its suppliers, one aspect of which is payment
timing, to obtain mutually agreed payment terms. The Company
has commercially agreed longer credit terms with one of its larger
corporate suppliers. Excluding this supplier, the underlying average
credit period taken on trade payables was 50 days (2016: 40 days).
Including this supplier, the average credit period taken was 57 days
(2016: 56 days).
Contracts with controlling shareholders
Sir Charles Dunstone is a controlling shareholder within the definition
set out in the Listing Rules. In compliance with Listing Rule 9.2.2AR(1),
the Company has entered into a written and legally binding agreement
with Sir Charles Dunstone under which he has agreed to comply with
the independence provisions set out in Listing Rule 6.1.4DR by giving
the following undertakings to the Company: that any transactions
and arrangements with him or his associates will be conducted at
arm’s length and on normal commercial terms, and that neither he
(nor his associates) will take any action that would have the effect
of preventing the Company from complying with the Listing Rules
or propose a shareholder resolution which is intended or appears
to be intended to circumvent the proper application of the Listing
Rules. The Company also confirms that its Articles of Association do
not prevent the election and re-election of independent Directors
to be conducted in accordance with the election provisions set out
in Listing Rule 9.2.2ER and Listing Rule 9.2.2FR.
There are no material contracts with controlling shareholders,
except as set out above and disclosed in the Directors’
Remuneration Report on pages 44 to 62.
No Director is entitled to any compensation for loss of office
on a takeover or change of control of the Company. Details of
employee share schemes are set out in note 5 to the consolidated
financial statements.
Share capital
The rights and obligations relating to the Company’s shares are set
out in the Articles of Association. The Articles of Association can
be requested from the Company Secretary at the Company’s
registered office.
There are no restrictions on the transfer of ordinary shares in the
capital of the Company other than those which may be imposed
by law from time to time. In accordance with the Disclosure and
Transparency Rules, certain employees are required to seek
approval to deal in the Company’s shares. The Company is not
aware of any agreements between shareholders that may result
in restrictions on the transfers of securities and/or voting rights.
There is a general right of the Company to purchase its own shares,
as set out in Article 16 of the Company’s Articles of Association.
Shares held by the Group Employee Share Ownership Trust (ESOT)
abstain from voting.
In addition, at the AGM in 2016, the Company was granted the right
to acquire 95,561,546 shares. This right expires on the date of the
2017 AGM or 20 October 2017 (whichever is sooner).
The Articles of Association may be changed by special resolution.
Details in the movements in authorised and issued share capital
during the period are provided in notes 21 and 22 to the consolidated
financial statements.
Borrowings and financial instruments
The disclosures required in relation to the use of financial instruments
by the Company, including the financial risk management objectives
and policies (including in relation to hedging) of the Company; specific
quantitative information on borrowings and financial instruments;
and the exposure of the Company to foreign exchange risk, interest
rate risk, liquidity risk, credit risk, can be found in notes 18 and 19 to
the financial statements and the risks and uncertainties section
of the Strategic Report on page 25, which are incorporated by
reference to this report.
Appointment of Directors
The rules relating to the appointment and/or removal of Directors
are contained in the Company’s Articles of Association.
The powers of the Directors are set out in the Company’s Articles
of Association.
Property, plant and equipment
Movements in property, plant and equipment are set out in note 12
to the consolidated financial statements.
Results and dividends
The Group results and dividends for the year ended 31 March 2017
are set out in the consolidated income statement and note 8 on
pages 73 and 91 respectively. The Company may, by resolution
in a general meeting, declare dividends in accordance with the
respective rights of the members, but no dividend can exceed
the amount recommended by the Board.
63
Annual Report 2017 TalkTalk Telecom Group PLC Gender pay reporting
We are keen to ensure that employees are paid appropriately for
the work that they do. We undertook a gender pay audit in the year
ended 31 March 2017 and we intend to do so on an annual basis.
We are committed to complying with the mandatory gender pay
reporting regulations when they come into force in April 2018.
Audit information
Each of the persons who is a Director at the date of approval of this
Annual Report confirms that:
• so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor 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 Company’s
auditor is aware of the information.
This confirmation is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act 2006.
By order of the Board
Tim Morris
Company Secretary
10 May 2017
TalkTalk Telecom Group PLC
11 Evesham Street
London W11 4AR
Directors’ report continued
Significant shareholdings
At 18 April 2017, the Company had been notified of the following
interests in the Company’s shares:
Name
Number
of shares
% of
share capital
Sir Charles Dunstone
294,059,396
Capital Research Global Investors
146,735,891
INVESCO Asset Management Limited 122,149,607
David Ross
114,129,028
Toscafund Asset Management LLP
40,027,650
Jupiter Asset Management Ltd
33,982,110
30.77
15.36
12.78
11.94
4.19
3.56
The total interests of the Directors are detailed in the Directors’
Remuneration Report on page 59.
Directors’ indemnities
Directors’ liability insurance is provided for Directors.
Disclosures required under Listing Rule 9.8.4R
Other than the following, no further information is required to be
disclosed by the Company in respect of Listing Rule 9.8.4R:
• details of the incentive plans, which are set out on pages 56 to 59
of the Directors’ Remuneration Report and note 5 to the consolidated
financial statements (incorporated by reference into this report).
Greenhouse gas emissions reporting
Details of the Group’s greenhouse emissions can be found in the
Corporate Social Responsibility section on page 31.
Charitable donations
Charitable donations paid during the year are disclosed on page 30
of the strategic report.
Market Abuse Regulation
Following the introduction of the Market Abuse Regulation on 3 July 2016,
the Company updated its processes (including those relating to persons
discharging managerial responsibilities) and its share dealing policy
and provides mandatory training to certain of its employees.
Equal opportunities
We celebrate diversity and we have an equality policy that ensures
that everyone is provided with the same opportunities for
employment, career development, training and promotion.
We are committed to providing equal opportunities and avoiding
unlawful discrimination by further developing our diversity and
inclusion strategy over the coming year.
64
TalkTalk Telecom Group PLC Annual Report 2017Corporate governance Directors’ responsibility statement
The Directors are responsible for preparing the Annual 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 Group financial statements in accordance with International
Financial Reporting Standards (IFRS) as adopted by the EU and
Article 4 of the IAS Regulation, and have also chosen to prepare
the Parent Company financial statements under IFRS as adopted
by the EU.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and of the profit or loss of
the Group for that period. In preparing these financial statements,
IAS 1 requires that Directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specific requirements in IFRS are insufficient to enable users
to understand the impact of particular transactions, other
events and conditions of the entity’s financial position and
financial performance; and
• make an assessment of the Company’s ability to continue as
a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and the Group and enable them
to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of
the Company and 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 corporate and financial information included on the Company’s
website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Each of the Directors, whose names and functions are listed in the
‘Corporate governance’ section of the Annual Report, confirm that,
to the best of their knowledge:
• the financial statements, prepared in accordance with IFRS as
adopted by the EU, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the
undertakings included in the consolidation taken as a whole;
• the Strategic Report includes a fair review of the development and
performance of the business and the position of the Company
and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties that it faces; and
• the Annual Report and the financial statements taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company’s position and
performance, business model and strategy.
This Responsibility Statement was approved by the Board of
Directors on 10 May 2017 and is signed on its behalf by:
Tristia Harrison
Chief Executive Officer
Iain Torrens
Chief Financial Officer
65
Annual Report 2017 TalkTalk Telecom Group PLC
Independent auditor’s report
to the members of TalkTalk Telecom Group PLC
Opinion on financial statements of TalkTalk Telecom Group PLC
In our opinion:
• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 March 2017
and of the group’s profit for the year then ended;
• the consolidated financial statements have been properly prepared in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union;
• the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union
and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the
consolidated financial statements, Article 4 of the IAS Regulation.
The financial statements that we have audited comprise:
• the consolidated Income Statement;
• the consolidated Statement of Comprehensive Income;
• the consolidated and Parent Company Balance Sheets;
• the consolidated and Parent Company Cash Flow Statements;
• the consolidated and Parent Company Statements of Changes in Equity;
• the Statement of Accounting Policies;
• the related notes 2 to 27; and
• the notes to the Company Financial Statements 1 to 11.
The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European Union
and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
Summary of our audit approach
Key risks
The key risks that we identified in the current year were:
• management override of controls;
• disclosure of exceptional items and the presentation of adjusted measures in the financial statements;
• revenue recognition;
• supplier income; and
• recoverability of deferred tax assets.
Materiality
Scoping
Within this report, any new risks are identified with >
identified with >> .
> and any risks which are the same as the prior year
The materiality that we used in the current year was £4.0m, which was determined on the basis of 3%
of Headline profit before taxation.
Based on our assessment of the risks of material misstatement at the group level, we focused our group audit
scope primarily on the TalkTalk Consumer and TalkTalk Business operating units. Each of these was subject to
a full audit and together this covered 99% (2016: 99%) of the Group’s total revenues. Together with this, our
Group audit scope covered 96% of Headline profit before taxation (2016: 95%) and 93% of net assets (2016: 97%).
Significant changes
in our approach
Last year our report included cyber attack impacts as a risk, which is not included in our report this year. In the
prior year, the company website was subject to a significant and sustained cyber attack. Immediately following
the incident, the Group incurred additional costs, £42 million of which the Directors presented as exceptional.
Another event of this nature did not recur during the year ended 31 March 2017 and the impact of the prior year
incident was largely recognised in 2016, with limited net impact in 2017.
We have also removed the risk of impairment of goodwill within our audit report. We did not consider this
a key risk in the current year as it did not have a significant effect on our audit strategy nor the allocation
of resources in the audit.
We have included the risk of management override of controls within our audit report as a key risk in the
current year. Due to the quantum and nature of one-off items occurring during the year, we increased the
level of audit focus in relation to the potential risk of management bias.
66
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Separate opinion in relation to IFRSs as issued by the IASB
As explained in note 1 to the consolidated financial statements, in addition to complying with its legal obligation to apply IFRSs as adopted
by the European Union, the group has also applied IFRSs as issued by the International Accounting Standards Board (IASB).
In our opinion the consolidated financial statements comply with IFRSs as issued by the IASB.
Going concern and the directors’ assessment of the principal risks that would threaten the solvency or liquidity of the group
We confirm that we have nothing material to add or draw
attention to in respect of these matters.
We agreed with the directors’ adoption of the going
concern basis of accounting and we did not identify any
such material uncertainties. However, because not all
future events or conditions can be predicted, this
statement is not a guarantee as to the group’s ability
to continue as a going concern.
As required by the Listing Rules we have reviewed the directors’ statement
regarding the appropriateness of the going concern basis of accounting
contained within the Chief Financial Officer's statement and the directors’
statement on the longer term viability of the group contained within the
corporate governance statement.
We are required to state whether we have anything material to add or draw
attention to in relation to:
• the directors’ confirmation on page 65 that they have carried out a robust
assessment of the principal risks facing the group, including those that would
threaten its business model, future performance, solvency or liquidity;
• the disclosures on pages 22 to 25 that describe those risks and explain how
they are being managed or mitigated;
• the directors’ statement in the Chief Financial Officer's statement about
whether they considered it appropriate to adopt the going concern basis of
accounting in preparing them and their identification of any material uncertainties
to the group’s ability to continue to do so over a period of at least twelve months
from the date of approval of the consolidated financial statements; and
• the directors’ explanation on page 40 as to how they have assessed the
prospects of the group, over what period they have done so and why they
consider that period to be appropriate, and their statement as to whether they
have a reasonable expectation that the group will be able to continue in
operation and meet its liabilities as they fall due over the period of their
assessment, including any related disclosures drawing attention to any
necessary qualifications or assumptions.
Independence
We are required to comply with the Financial Reporting Council’s Ethical Standards
for Auditors and confirm that we are independent of the group and we have
fulfilled our other ethical responsibilities in accordance with those standards.
We confirm that we are independent of the group and
we have fulfilled our other ethical responsibilities in
accordance with those standards. We also confirm
we have not provided any of the prohibited non-audit
services referred to in those standards.
67
Annual Report 2017 TalkTalk Telecom Group PLC Independent auditor’s report continued
to the members of TalkTalk Telecom Group PLC
Our assessment of risks of material misstatement
The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation
of resources in the audit and directing the efforts of the engagement team.
Management override of controls >
>
Risk description
How the scope of our
audit responded to
the risk
International Standards on Auditing require us to presume a risk of fraud arising from management override
of controls and conduct our audit testing accordingly. Key areas of potential risk include inappropriate bias
in relation to accounting judgements and inappropriate accounting for significant or unusual transactions
taking place in the year. We increased the level of audit focus in this area due to the quantum and nature of
items occurring during the year, including exceptional items, revenue share arrangements with third parties,
supplier income, supplier settlements, revisions to accounting estimates, sale and leaseback transaction,
management forecasts and capitalised internal labour. The large number of areas requiring the application
of judgement and estimation techniques creates additional risk of bias in accounting estimates.
Disclosures relating to the items noted above are included in note 3 to the consolidated financial statements
and the risk is discussed in the report of the Audit Committee on page 42.
In considering the risk of management override of controls we have:
• reviewed accounting estimates (individually and collectively) for management bias that would result
in material misstatement, in particular focusing our attention on the areas noted above. We obtained
evidence to support the rationale behind each estimate made and quantified the impact on the financial
statements. Details of our audit response in relation to disclosure of exceptional items, revenue recognition
policies and supplier income recognition have been outlined below;
• obtained supporting documentation and obtained an understanding of the business rationale for significant
transactions that we have become aware of that are outside the normal course of business or that otherwise
appear to be unusual given our understanding of the Group; and
• completed journal entry testing, where data analytics tools were used to identify those postings that might
be indicative of management override of controls. For the journal entries identified, we obtained explanations
and examined supporting documentation to understand the nature and rationale for each entry.
Disclosure of exceptional items and the presentation of adjusted measures
in the consolidated financial statements >>
Risk description
How the scope of our
audit responded to
the risk
68
During the year, the Group has incurred items classified as exceptional and 'adjusting' amounting to £63 million
prior to the impact on taxation (2016: £93 million). The disclosure of exceptional items and their presentation
on the face of the income statement remains a key risk given the level of management judgement involved as
inappropriate classification of exceptional items would impact on the disclosure of Headline earnings, which is
a key performance indicator used by the Group.
The Group is coming to the end of a number of significant projects (such as ‘Making TalkTalk Simpler’) and has
started a number of projects in the current year (such as ‘Network Transformation’). These are multi-phase
projects spanning a number of years and consequently, we consider there is significant management judgement
in determining whether those costs or projects are exceptional based on the Group’s policy or are, in substance,
‘business as usual’ and therefore should be recognised in arriving at Headline earnings.
The nature of these costs has been defined in note 9 to the accounts and the related accounting policy
has been disclosed in note 1. The Audit Committee’s discussion of this risk is set out on page 42.
In addition to understanding the composition of exceptional items and agreeing a sample of items to
supporting documentation, we challenged management’s rationale for the presentation of items within the
income statement as exceptional, particularly around the areas of higher judgement such as migration costs,
internal labour, and costs for implementing operating efficiencies to determine whether the costs recognised
as exceptional meet the criteria of the accounting policy for such items defined by the group within note 9.
This includes assessing the incremental nature of the costs, the extent to which the costs are non-recurring,
whether they are specific to individual projects and considering whether they should be classified as part of
underlying operations.
Our work has also included a review, on a sample basis, of items included within the income statement to
identify income and expenses which may be exceptional by nature but not separately identified. This included
consideration of credit balances within underlying results, including supplier settlements.
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Revenue recognition >>
Risk description
Revenue represents a material balance of £1,783 million (2016: £1,835 million), consisting of a high volume
of individually low value transactions and we have identified the following types of transactions and assertions
related to revenue recognition which give rise to key risks due to the complexity of transaction processing
within the Group as well as the level of management judgement:
• the completeness of revenue recorded through billing systems;
• the accuracy and completeness of revenue recognised on transactions which are outside the normal billing
process, which by their nature carry a higher level of management judgement such as accrued revenue
adjustments; and
• the appropriateness of the accounting in relation to revenue share arrangements with third parties and how
the revenues and costs related to the transactions are disclosed within the financial statements.
See note 1 to the consolidated financial statements for revenue recognition policy that has been applied by
the Group and the Audit Committee report on page 42.
How the scope of our
audit responded to
the risk
We involved our IT specialists to test the operating effectiveness of automated and non-automated controls
over the customer billing systems. Our tests assessed the controls in place to ensure services supplied to
customers are input into and processed through the billing systems.
This enabled us to take a controls reliance approach over billing systems processing over 95% of revenue
transactions (by value). We subsequently applied a combination of substantive analytical review procedures
and tests of detail to obtain assurance over the accuracy and completeness of the reported output of
these systems.
We performed substantive testing on a sample of non-systematic adjustments which are outside of the
normal billing process and therefore carry higher levels of management judgement. These included revenue
deferrals and the write-back to the income statement of credits applied to customer accounts. Our work
included agreeing a sample of items to supporting evidence to determine whether they had been recognised
in line with Group policies as well as analytical review to understand the movements year on year.
We have assessed the appropriateness of the revenue recognition policy adopted with reference to third
party contract arrangements in place and also performed substantive testing to assess whether the elements
delivered have been recognised in line with Group policy.
Supplier income
>>
Risk description
As disclosed in note 1 to the consolidated financial statements, the Group periodically receives commercial
income, bonuses or other rebates from suppliers. As set out in note 3 the amount received in the current year
was £13 million (2016: £13 million). Due to the judgement required in determining the commercial substance
of the arrangement, as well as the complexity of certain arrangements, there is a risk that these are incorrectly
accounted for or recognised in the wrong accounting period and that all arrangements are not disclosed.
This risk is discussed further in the report of the Audit Committee on page 42.
How the scope of our
audit responded to
the risk
We held discussions with the relationship managers for the major suppliers across the group and reviewed
supplier accounts to identify significant credits from suppliers. For significant credit items we reviewed the
relevant agreements to understand the terms and conditions associated with the transaction and associated
commercial rationale. Based on our review of the agreements, we challenged management’s recognition of
the accounting treatment of credits recognised from suppliers including re-calculations of amounts recognised.
We also reviewed all significant credits posted against supplier accounts in the year to confirm the completeness
of all supplier arrangements entered into.
69
Annual Report 2017 TalkTalk Telecom Group PLC Independent auditor’s report continued
to the members of TalkTalk Telecom Group PLC
Recoverability of deferred tax assets >>
Risk description
As disclosed in note 7 to the consolidated financial statements the Group has significant carried forward tax
losses of £606 million (2016: £650 million) for which the utilisation depends upon a complex allocation of the
Group’s profits to particular loss pools. The recognition of deferred tax assets (and provisions against any
unrecoverable portion) is a significant management judgement due to the reliance on future forecasts.
This risk is discussed further in the report of the Audit Committee on page 42.
How the scope of our
audit responded to
the risk
We engaged our tax specialists to challenge management’s approach to the deferred tax assets recognised in
the year including the decision to continue to use a 10 year forecast for the recognition of deferred tax assets
in respect of losses. We have considered if the forecasts being used for these purposes have been updated to
align to the Group forecast and have challenged the key assumptions, being the forecast cash flow projections
and the discount rates applied. We assessed historical forecasting accuracy and benchmarked the discount
rate and growth rates employed to available market data.
We considered ongoing correspondence with HMRC and the impact that this has on any judgements and the
accounting treatment applied by management.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work
and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group materiality
£4.0m (2016: £4.8m)
Basis for determining
materiality
3% of Headline profit before taxation. Profit before taxation has been adjusted by removing the effect of
exceptional items. Please see note 3 to the consolidated financial statements for details of these.
Rationale for the
benchmark applied
Headline profit before taxation has been used as a base as it is a key performance indicator of the group and is
of particular interest to shareholders.
Headline PBT £133m
Group materiality £4m
Component materiality
range £2.4m to £3.2m
Audit Committee reporting
threshold £0.2m
■ Headline PBT ■ Group materiality
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £200,000 (2016: £96,000),
as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. The change in the reporting threshold
has been made following our reassessment of what matters require communicating. We also report to the Audit Committee on disclosure
matters that we identified when assessing the overall presentation of the consolidated financial statements.
70
TalkTalk Telecom Group PLC Annual Report 2017Financial statements An overview of the scope of our audit
Our group audit was scoped by obtaining an understanding of the group and its environment, including group-wide controls, and assessing
the risks of material misstatement at the group level. Based on that assessment and consistent with the prior year, we focused our group
audit scope primarily on the TalkTalk Consumer and TalkTalk Business operating units. Each of these were subject to a full audit and together
they represent over 99% (2016: over 99%) of the Group’s total revenues. Specific focused audit work was performed over Group functions,
including those covering treasury and taxation. Together this covered 96% of Headline profit before taxation (2016: 95%) and 93% of net
assets (2016: 97%). Our audit work at each division was executed at levels of materiality which were lower than group materiality and ranged
from £2.4m to £3.2m (2016: £2.8m to £3.8m).
At the parent entity level we also tested the consolidation process, performed our work on all key judgement areas and carried out analytical
procedures to confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial information
of the remaining components not subject to audit. Our scoping assessment across the overall Group has been outlined below.
1%
Revenue
4%
7%
Headline profit
before tax
Net assets
■ Full audit scope
■ Review at group level
99%
96%
93%
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006;
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not
identified any material misstatements in the Strategic Report or the Directors’ Report.
Matters on which we are required to report by exception
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
We have nothing to report in respect
of these matters.
• adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records
and returns.
Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures
of directors’ remuneration have not been made or the part of the Directors’ Remuneration Report
to be audited is not in agreement with the accounting records and returns.
We have nothing to report arising from
these matters.
Corporate Governance Statement
Under the Listing Rules we are also required to review part of the Corporate Governance
Statement relating to the company’s compliance with certain provisions of the UK Corporate
Governance Code.
We have nothing to report arising from
our review.
71
Annual Report 2017 TalkTalk Telecom Group PLC Independent auditor’s report continued
to the members of TalkTalk Telecom Group PLC
Matters on which we are required to report by exception continued
Our duty to read other information in the Annual Report
Under International Standards on Auditing (UK and Ireland), we are required
to report to you if, in our opinion, 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 acquired in the course of performing our audit; or
• otherwise misleading.
In particular, we are required to consider whether we have identified any inconsistencies
between our knowledge acquired during the audit and the directors’ statement that they
consider the annual report is fair, balanced and understandable and whether the annual
report appropriately discloses those matters that we communicated to the audit committee
which we consider should have been disclosed.
We confirm that we have not
identified any such inconsistencies
or misleading statements.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the consolidated
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
consolidated financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). We also
comply with International Standard on Quality Control 1 (UK and Ireland). Our audit methodology and tools aim to ensure that our quality
control procedures are effective, understood and applied. Our quality controls and systems include our dedicated professional standards
review team and independent partner reviews.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the consolidated 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 parent company’s circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation
of the financial statements. In addition, we read all the financial and non-financial information in the annual report 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.
Sharon Thorne FCA (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
London
10 May 2017
72
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Consolidated income statement
For the year ended 31 March 2017
2017
2016
Headline –
before
non-operating
Non-operating
Statutory –
after
non-operating
Headline –
before
non-operating
Non-operating
Statutory –
after
non-operating
amortisation ⁽¹⁾
amortisation ⁽¹⁾
amortisation ⁽¹⁾
amortisation ⁽¹⁾
amortisation ⁽¹⁾
amortisation ⁽¹⁾
and
exceptional
and
exceptional
and
exceptional
and
exceptional
and
exceptional
and
exceptional
items ⁽²⁾
£m
1,783
(834)
949
(645)
304
(69)
(59)
(11)
165
(32)
133
(33)
items ⁽²⁾
£m
–
21
21
(78)
(57)
(3)
(10)
–
(70)
7
(63)
21
items ⁽²⁾
£m
1,783
(813)
970
items ⁽²⁾
£m
1,838
(845)
993
(723)
(733)
247
(72)
(69)
(11)
95
(25)
70
(12)
260
(72)
(49)
(8)
131
(24)
107
(28)
items ⁽²⁾
£m
(3)
–
(3)
(80)
(83)
–
(10)
–
(93)
–
(93)
16
items ⁽²⁾
£m
1,835
(845)
990
(813)
177
(72)
(59)
(8)
38
(24)
14
(12)
100
(42)
58
79
(77)
2
6.1
6.0
95
10
60
165
Revenue
Cost of sales
Gross profit
Operating expenses excluding
amortisation and depreciation
EBITDA
Depreciation
Amortisation
Share of results of joint ventures
Operating profit
Net finance costs
Profit before taxation
Taxation
Profit for the year attributable
to the owners of the Company
Earnings per share
Basic (p)
Diluted (p)
Statutory operating profit
Adjusted for:
Non-operating amortisation
Exceptional items
Headline operating profit
Notes
2
9
3, 12
3, 11
14
3, 9
6
9
7, 9
9
10
10
9, 11
9
The accompanying notes are an integral part of this consolidated income statement. All amounts relate to continuing operations.
(1) See note 11 for a reconciliation of operating and non-operating amortisation.
(2) See note 9 for a reconciliation of exceptional items.
0.2
0.2
38
10
83
131
73
Annual Report 2017 TalkTalk Telecom Group PLC Consolidated statement of comprehensive income
For the year ended 31 March 2017
Profit for the year attributable to the owners of the Company
Other comprehensive (expense)/income
Items that may be reclassified to profit or loss:
(Losses)/gains on a hedge of a financial instrument
Currency translation differences
Total other comprehensive (expense)/income
Total comprehensive income attributable to the owners of the Company
Notes
19
2017
£m
58
(5)
–
(5)
53
2016
£m
2
2
1
3
5
The accompanying notes are an integral part of this consolidated statement of comprehensive income. All amounts relate to continuing operations.
74
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Consolidated balance sheet
Company number: 07105891
As at 31 March 2017
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Investment in joint venture
Trade and other receivables
Derivative financial instruments
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Current income tax receivable
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Current income tax payable
Borrowings
Provisions
Non-current liabilities
Borrowings
Derivative financial instruments
Provisions
Total liabilities
Net assets
Equity
Share capital
Share premium
Translation reserve
Demerger reserve
Retained earnings and other reserves
Total equity
Notes
11
11
12
14
14, 16
19
7
15
16
18
17
18
20
18
19
20
21
22
22
22
22
2017
£m
495
243
235
8
6
31
108
2016
£m
495
227
302
9
3
18
115
1,126
1,169
18
369
–
50
437
57
294
3
10
364
1,563
1,533
(511)
(563)
(5)
–
(22)
–
(25)
(18)
(538)
(606)
(871)
–
(14)
(885)
(684)
(1)
(11)
(696)
(1,423)
(1,302)
140
231
1
684
(64)
(513)
32
140
1
684
(64)
(513)
123
231
The accompanying notes are an integral part of this consolidated balance sheet.
These financial statements were approved and authorised for issue by the Board on 10 May 2017. They were signed on its behalf by:
T Harrison
Chief Executive Officer
I Torrens
Chief Financial Officer
75
Annual Report 2017 TalkTalk Telecom Group PLC Consolidated cash flow statement
For the year ended 31 March 2017
Operating activities
Operating profit
Share-based payments
Depreciation of property, plant and equipment
Amortisation of other operating intangible fixed assets
Non-operating amortisation
Share of losses of joint ventures
Impairment of stock inventory
Impairment of property, plant and equipment
Profit on disposal of property, plant and equipment
Operating cash flows before movements in working capital
(Increase)/decrease in trade and other receivables
Decrease/(increase) in inventory
(Decrease)/increase in trade and other payables
Increase/(decrease) in provisions
Cash generated from operations
Income taxes received
Net cash flows generated from operating activities
Investing activities
Acquisition of subsidiaries and joint ventures, net of cash acquired
Disposal of subsidiaries and customer bases
Investment in intangible assets
Investment in property, plant and equipment
Disposal of property, plant and equipment
Cash flows used in investing activities
Financing activities
Settlement of Group ESOT shares
Net sale of own shares
Payment of contingent consideration
Repayments of borrowings
Drawdown of borrowings
Interest paid
Dividends paid
Cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the start of the year
Cash and cash equivalents at the end of the year
The accompanying notes are an integral part of this consolidated cash flow statement.
Notes
3
5
3, 12
3, 11
9, 11
14
9, 15
9, 12
3
13, 14
13
23
23
8
18
2017
£m
2016
£m
95
5
72
59
10
11
18
22
(2)
290
(63)
21
(26)
8
230
2
232
(10)
–
(82)
(71)
20
(143)
1
–
(8)
(315)
458
(35)
(150)
(49)
40
10
50
38
5
72
49
10
8
–
–
–
182
15
(26)
17
(6)
182
–
182
(14)
2
(106)
(72)
12
(178)
2
61
–
–
90
(22)
(135)
(4)
–
10
10
76
TalkTalk Telecom Group PLC Annual Report 2017Financial statements
Consolidated statement of changes in equity
For the year ended 31 March 2017
Share
capital
£m
Notes
At 1 April 2015
Profit for the year
Other comprehensive income
Items that may be reclassified to profit or loss:
Gain on hedge of a financial instrument
Currency translation differences
Total other comprehensive income
Total comprehensive income
Transactions with the owners of the Company
Share-based payments reserve credit
5
Share-based payments reserve debit
22
8
Sale of own shares
Settlement of Group ESOT
Equity dividends
Taxation of items recognised
directly in reserves
Total transactions with the owners
of the Company
At 31 March 2016
Profit for the year
Other comprehensive expense
Items that may be reclassified to profit or loss:
Loss on hedge of a financial instrument
Total other comprehensive expense
Total comprehensive income
Transactions with the owners of the Company
Share-based payments reserve credit
5
Share-based payments reserve debit
Settlement of Group ESOT
Equity dividends
8
Total transactions with the owners
of the Company
At 31 March 2017
1
–
–
–
–
–
–
–
–
–
–
–
–
1
–
–
–
–
–
–
–
–
–
1
Translation
reserve
£m
Demerger
reserve
£m
Retained
earnings
and other
reserves
£m
(65)
(513)
190
Share
premium
£m
684
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1
1
1
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
684
(64)
(513)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
equity
£m
297
2
2
1
3
5
5
(1)
61
2
2
2
–
2
4
5
(1)
61
2
(135)
(135)
(3)
(3)
(71)
(71)
123
58
231
58
(5)
(5)
53
5
(2)
3
(5)
(5)
53
5
(2)
3
(150)
(150)
(144)
(144)
684
(64)
(513)
32
140
The accompanying notes are an integral part of this consolidated statement of changes in equity.
77
Annual Report 2017 TalkTalk Telecom Group PLC Notes to the consolidated financial statements
1. Accounting policies and basis of preparation
Basis of preparation
TalkTalk Telecom Group PLC is incorporated and domiciled in England and Wales under the Companies Act 2006. The Company’s shares are
listed on the London Stock Exchange. The registered office of the Company is 11 Evesham Street, London W11 4AR. The principal activities of
the Group are the provision of telecommunication services to Retail and B2B customers.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) ) issued
by the International Accounting Standards Board (IASB). The consolidated financial statements of the Group have also been prepared in accordance
with IFRS as adopted for use in the European Union (EU) and as applied in accordance with the provisions of the Companies Act 2006.
These financial statements therefore comply with Article 4 of the European Union International Accounting Standard regulation.
The consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments
and investments. The consolidated financial statements are presented in Sterling, rounded to the nearest million, because that is the
currency of the principal economic environment in which the Group operates.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company, entities controlled by the Company (its subsidiaries)
and entities which are joint ventures accounted for using the equity method made up to 31 March each year. Control is achieved where the
Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or sold during the year are included from or to the date on which control passed to or was relinquished
by the Group. Intercompany transactions and balances between subsidiaries are eliminated on consolidation.
Where necessary, adjustments are made to the financial statements of subsidiaries and the results of joint ventures to bring accounting
policies in line with those used by the Group.
Alternative performance measures
In response to the guidelines on alternative performance measures (APMs) issued by the European Securities and Markets Authority (ESMA),
additional information on the APMs used by the Group is provided below. The following APMs are used by the Group:
• Headline revenue;
• Headline EBITDA;
• Headline operating profit;
• Headline profit before taxation;
• Headline profit after taxation;
• Headline basic EPS;
• Headline free cash flow; and
• Headline leverage (net debt to Headline EBITDA ratio).
Where relevant, a reconciliation between statutory reported measures and Headline measures is shown in note 9 to these consolidated
financial statements.
EBITDA is defined as earnings before interest, tax, depreciation and amortisation. Free cash flow is defined as operating cash flows after
movements in working capital, net capital expenditure and interest and taxation excluding exceptional cash flows (note 9).
Headline measures exclude items which are non-trading or non-recurring. These items are not included in the performance measures
the Board uses to monitor the performance of the Group.
Headline measures are used to partly determine the variable element of remuneration of senior management throughout the Group
and are also in alignment with performance measures used by certain external stakeholders in the context of the telecoms sector.
In particular, Headline EBITDA and free cash flow are commonly used across the telecoms industry to aid stakeholders in making
comparisons between the performance of the Group and its peers.
Headline EBITDA and free cash flow are not defined terms under IFRS and may 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. All APMs relate to the current
year results and comparative periods where provided.
Going concern
The consolidated financial statements have been prepared on the going concern basis. Details of the considerations undertaken by the
Board in reaching this conclusion are set out on page 21 within the Chief Financial Officer’s Statement.
Viability statement
Details of the considerations undertaken by the Board in reaching their conclusions are set out on page 40 within the Corporate Governance section.
Accounting policies
The Group’s principal accounting policies, which relate to the consolidated financial statements as a whole, are set out below. Where an
accounting policy is specific to one note, the policy is described in the note to which it relates. This section also shows new EU-endorsed
accounting standards, amendments and interpretations, whether these are effective in the current or later years. In both cases it is
explained how they are expected to impact the performance of the Group.
78
TalkTalk Telecom Group PLC Annual Report 2017Financial statements 1. Accounting policies and basis of preparation continued
Revenue
Revenue is stated net of VAT and other sales-related taxes and represents the gross inflow of economic benefit generated from the
provision of fixed line, TV and mobile telecommunications services. All such revenue is recognised as the services are provided:
•
line rental is recognised in the period to which it relates;
• voice and broadband subscriptions are recognised in the period to which they relate;
• usage including voice and TV content is recognised in the period in which the customer takes the service;
• promotional discounts and credits are amortised on a straight line basis over the minimum contract period, in absence of a minimum
contract period an average contract period is used; and
• data service solutions and other service contracts are recognised as the Group fulfils its performance obligations.
Revenue is measured at fair value of the consideration received or receivable. When the Group sells a number of products within a bundled
transaction, the total consideration from the arrangement is allocated to each element based on their relative fair values. Management
applies judgement in determining the amount of revenue the Group recognises for delivered elements, limited to the amounts billed for
that element on the basis of recoverability.
Where the Group sells hardware to third parties involved in outsourcing its customer acquisition, hardware revenue is recognised when risk
and rewards of the related hardware is transferred to the outsourced third party.
Subscriber acquisition costs
Subscriber acquisition costs include both third party costs of recruiting and retaining new customers as well as device costs. These are
expensed as incurred. Certain subscriber acquisition costs relate to revenue share arrangements with third parties payable over a definable
period subject to customer churn, commission payable under these arrangements are recognised as an expense at the same time as the
related revenue with the related reimbursement being recognised on customer acquisition.
Foreign currency translation and transactions
Material transactions in foreign currencies are hedged using forward purchases or sales of the relevant currencies and are recognised in the
financial statements at the exchange rates obtained. Unhedged transactions are recorded at the exchange rate on the date of the transaction.
Hedge accounting as defined by IAS 39 ‘Financial Instruments: Recognition and Measurement’ has been applied in the current and preceding
financial year by marking to market the relevant financial instruments at the balance sheet date and recognising the gain or loss through
other comprehensive income in respect of cash flow hedges.
The principal exchange rates against UK Sterling used in these financial statements are as follows:
Euro
United States Dollar
Average
Closing
2017
1.19
1.30
2016
1.36
1.50
2017
1.17
1.25
2016
1.26
1.44
Leases
Rental payments under operating leases are charged to the income statement on a straight line basis over the period of the lease, even
where payments are not made on such a basis. Lease incentives and rent free periods are amortised through the income statement over
the period of the lease term.
Gains or losses from sale and leaseback transactions are deferred over the life of the new lease to the extent that the rentals are considered
to be above or below market rentals. The remaining gain or loss is recognised within operating expenses in the year in which the sale is completed
(after consideration of the Group’s exceptional policy).
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are recognised in the Group balance sheet when the Group
becomes a party to the contractual provisions of the instrument.
Trade and other receivables
Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as
loans and receivables. Loans and receivables are measured at amortised cost using the effective interest rate method, less any impairment.
Interest income is recognised by applying the effective interest rate, except for short term receivables when the recognition of interest
would be immaterial.
Amounts receivable from suppliers (included within trade and other receivables)
Occasionally, the Group enters into agreements with certain suppliers for rebates on the cost of goods purchased. Judgement is applied
by management in these circumstances to ensure that the rebate is recognised over the appropriate financial period.
Income from suppliers in the year related to renegotiated contract rates and compensation received under existing contracts. Where
these amounts relate to historical transactions, negotiated in the current year, they are recognised in the current year income statement.
Where they relate to future transactions, negotiated in the current year, they are recognised in accordance with the contractual terms.
79
Annual Report 2017 TalkTalk Telecom Group PLC 1. Accounting policies and basis of preparation continued
Financial instruments continued
Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand and bank deposits.
Trade payables
Trade payables are other financial liabilities initially measured at fair value and subsequently measured at amortised cost.
Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements
entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets.
The accounting policies adopted for specific financial liabilities and equity instruments are set out below.
Borrowings
Borrowings represent committed and uncommitted bank loans, US Private Placement Notes, Senior Notes, a receivables purchase
agreement and bank overdrafts. These are initially measured at net proceeds and are subsequently measured at amortised cost, using
the effective interest rate method.
Bank fees and legal costs associated with the securing of external financing are capitalised and amortised over the term of the relevant
facility. All other borrowing costs are recognised in the income statement in the period in which they are incurred.
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component
of cash and cash equivalents for the purpose of the statement of cash flows.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issuance costs.
Shares in the Company held by the Group ESOT are shown as a reduction in shareholders’ funds. Other assets and liabilities held by the trust
are consolidated with the assets of the Group.
Derivative financial instruments and hedge accounting
The Group’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates. The use of financial derivatives
is governed by the framework approved by the Board, which provides written principles on the use of financial derivatives consistent with the
Group’s risk management strategy. Changes in values of all derivatives of a financing nature are included within investment income and
financing costs in the income statement. The Group does not use derivative financial instruments for speculative purposes.
Derivative financial instruments are initially measured at fair value on the contract date and are subsequently remeasured to fair value
at each reporting date.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge
accounting, or the Company chooses to end the hedging relationship.
Cash flow hedges
The Group uses derivative instruments (primarily interest rate swaps) to manage its interest rate risk. The Group designates these as cash
flow hedges. The effective portion of changes in the fair value of these instruments is recognised in other comprehensive income. The gain
or loss relating to the ineffective portion is recognised immediately in the income statement.
Measurement
The financial instruments included on the Group balance sheet are measured at fair value or amortised cost. The measurement of this fair
value can in some cases be subjective and can depend on the inputs used in the calculations. The different valuation methods are called
‘hierarchies’ and are described below:
• Level 1: Fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: Fair values measured using inputs, other than quoted prices included within Level 1 that are observable for the asset or liability
either directly or indirectly; and
• Level 3: Fair values measured using inputs for the asset or liability that are not based on observable market data.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to exercise judgement in applying the Group’s accounting policies. Estimates
and assumptions used in the preparation of the financial statements are continually reviewed and revised as necessary. Whilst every effort
is made to ensure that such estimates and assumptions are reasonable, by their nature they are uncertain, and as such changes in estimates
and assumptions may have a material impact.
The areas involving the critical accounting judgements are set out in more detail in the related notes:
• going concern and viability statement (pages 21 and 40 respectively) – forecast assumptions;
• revenue recognition for bundled transactions (note 1) – allocation of each element based on their relative fair values;
• hardware sales to third parties involved in outsourcing its customer acquisition (note 1) – transfer of risk and rewards to the outsourced third party;
80
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 1. Accounting policies and basis of preparation continued
Critical accounting judgements and key sources of estimation uncertainty continued
• amounts receivable from suppliers (note 1) – quantum and nature of income;
• revenue share arrangements with third parties (note 1) – recognised as an expense at the same time as the related revenue; and
• exceptional items (note 9) – balance of income and cost between exceptional and Headline earnings.
The area involving key sources of estimation uncertainty is taxation (note 7) – forecast assumptions.
In addition, during the year ended 31 March 2017, the Group has revised its accounting estimates in relation to bad debt provisioning
(£5m credit to the income statement) and the average contract period that certain promotional discounts and credits are amortised over.
Application of significant new or amended EU-endorsed accounting standards
There are no new or revised standards and interpretations that have had a material impact on the Group during the year.
Future accounting developments
At the date of authorisation of these consolidated financial statements, there were a number of significant standards and interpretations
that have not been applied in these consolidated financial statements, these were in issue, but not yet effective (and in some cases had not
yet been adopted by the EU).
The Directors expect that the following standards will have an impact on the consolidated financial statements of the Group in future periods:
•
•
•
‘Financial Instruments’, impacting the disclosure within the financial instruments. The Group will implement this standard for the
IFRS 9
year ended 31 March 2020.
IFRS 15 ‘Revenue from Contracts with Customers’, impacting revenue recognition, related costs and disclosures. The Group will
implement this standard for the year ended 31 March 2019. The Group expects to elect to present the first-time application of IFRS 15
using the modified retrospective method, applying a one-off cumulative effect of transition to retained earnings at 1 April 2018.
IFRS 16 ‘Leases’, impacting lease recognition. The Group expects to adopt this standard early for the year ended 31 March 2019, in line with
the adoption of IFRS 15 to ensure future results are comparable year on year.
IFRS 9
The requirements of IFRS 9 and their implications to the Group have been assessed and management has concluded that the impact to the
annual report and accounts will be immaterial.
IFRS 15
IFRS 15 requirements
The core principle of IFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. An entity
recognises revenue in accordance with that core principle by applying the following steps:
1. Identify the contract with the customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligation in the contract
5. Recognise revenue when (or as) the entity satisfies a performance obligation
The Group has considered the above guidance and carried out a detailed review including the key actions below:
• reviewing contract agreements which include variable consideration constraints in order to assess the appropriate transaction price;
• assessing the performance obligations that exist through the promise of goods or services offered to customers within its contractual agreements;
• carrying out a review of costs to establish which costs meet the criteria to be capitalised as fulfilment costs under IFRS 15; and
• carrying out a review of costs to identify those that are incremental in obtaining a new contract.
Implications for TalkTalk
Following the above assessment, we are in the process of completing a detailed exercise where the following items have already been noted:
Contract inception
From an assessment of revenue associated with specific performance obligations the Group expects a change in the timing of recognition of
revenue. Under IFRS 15 a stand-alone selling price will be allocated to the sale of hardware and revenue recognised on transfer of control of
that hardware in line with the stand-alone selling price. The connection fee will form part of the transaction price, which will be allocated to
the hardware and service fee, the service fee component of which will be recognised over life of the contract.
Costs to fulfil contracts
Specific subscriber acquisition costs currently recognised on contract inception will be spread over a defined period for the product to
which it relates.
Costs to obtain contracts
Incremental sales commission costs directly attributable to obtaining specific contracts and currently recognised as incurred will be spread
over a defined period for the product to which it relates.
81
Annual Report 2017 TalkTalk Telecom Group PLC 1. Accounting policies and basis of preparation continued
Future accounting developments continued
IFRS 16
The Group has a variety of operating leases, however currently no finance leases are recognised within the consolidated financial statements.
The accounting for these operating leases will change when IFRS 16 is implemented.
IFRS 16 requirements
Following a preliminary review by management of the implications of IFRS 16 the following can be noted:
• a number of lease contracts currently disclosed within note 24 to the financial statements, which currently give rise to recurring expenses
within operating expenses, will be recognised on the balance sheet as a ‘Right of use asset’ for the year ended 31 March 2019;
• a corresponding lease liability (current and non-current) reflecting the Group’s commitment to pay consideration to third parties under
these contracts will also be recognised, increasing the Group’s net debt, although the cash flow profile remains the same for the Group;
• the Group will depreciate the right of use assets with a charge to the income statement over the shorter of the assets useful lives and the
assessed lease term;
• the Group will charge interest on the liability using the rate of interest implicit in the lease or the Group's incremental borrowing rate.
Interest will be charged to finance costs; and
• the profile of the overall expense in the income statement will change as the interest expense will be more front-loaded compared to a
straight line operating lease rental expense.
Specifically, for management to conclude on whether a contract contains a lease, the following has been reviewed:
• whether there is an identified asset that the Group has the right to obtain substantially all the economic benefits;
• whether the Group has the right to direct how and for what purpose the asset is used;
• whether the Group has the right to operate the asset without the supplier having the right to change those operating instructions; and
• whether the Group has designed the asset in a way that predetermines how and for what purpose the asset will be used.
In addition, management has also considered other salient factors in the assessment of the standard such as:
• the length of assessed lease term taking into account the non-cancellable period of the lease including periods covered by an option
to extend or an option to terminate if the Group is reasonably certain to exercise either option; and
• the applicability of interest rate implicit in the lease or the Group’s incremental borrowing rate.
Implications for TalkTalk
Following the above assessment, management has concluded that the following items that are currently classified as operating leases
will be recognised in the financial statements using the new requirements:
• certain property, including offices and data centres;
• the Group’s backhaul network, being backhaul circuits rented from BTOR, Virgin Media and others;
• the Group’s collector ring, being collector circuits rented from BTOR and others;
• elements of the Group’s core network;
• all fibres and other cable links rented from third parties;
• the Group’s interconnect network, being primarily ISI circuits and ducts rented from BTOR and others;
• the Group’s recurring licences for systems, to the extent they are not capitalised perpetual licences or subscriptions to services; and
•
IT equipment leases, including laptops, mobile phones and printers.
In addition, management has concluded that the following areas will be out of the scope of IFRS 16 and key judgements based upon the
Group’s specific network circumstances:
• the footprint the Group rents from BTOR in the unbundled exchanges and in co-location data centres, as this is not considered to be an
identifiable asset; and
• the copper and fibre connections the Group rents in the ‘last mile’, comprising copper between the exchange and customer/business
premise for MPF and SMPF customers, and a combination of copper and fibre for our FTTC customers, as the Group does not have the
total ability to control or direct the use of the equipment in full as stipulated within IFRS 16.
Management has also reviewed available exemptions contained within IFRS 16 and concluded that tie cables, being the tie pairs the Group
rents from BTOR in the unbundled exchanges, will fall under the low value asset exemption. In addition, the Group does not intend to utilise
the short term exemption for leases whose lease term represents a period of twelve months or less.
Beyond the information above in relation to IFRS 15 and 16 it is not currently practical to provide a reasonable financial estimate of the effect
of these standards until the full implementation of each project has been concluded. Management expects to disclose the financial effect of
these standards within the Group’s Annual Report for the year ended 31 March 2018 and will also continue to monitor the practical interpretation
of these new standards within the telecommunications industry prior to full implementation.
82
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 2. Segmental reporting
IFRS 8 ‘Operating Segments’ requires the segmental information presented in the financial statements to be that used by the chief operating
decision maker (CODM) to evaluate the performance of the business and decide how to allocate resources. The Group has identified the
Board as its CODM. The Board considers the results of the business as a whole when assessing the performance of the business and making
decisions about the allocation of resources. Accordingly the Group has one operating segment with all trading operations based in the
United Kingdom.
Headline revenue
Headline EBITDA
Depreciation
Amortisation of operating intangibles
Share of results of joint ventures
Headline operating profit (note 9)
Non-operating amortisation
Exceptional items – revenue
Exceptional items – cost of sales
Exceptional items – operating expenses excluding amortisation and depreciation
Exceptional items – depreciation
Statutory operating profit (note 9)
2017
£m
2016
£m
1,783
1,838
304
(69)
(59)
(11)
165
(10)
–
21
(78)
(3)
95
260
(72)
(49)
(8)
131
(10)
(3)
–
(80)
–
38
The Group’s revenue is split by On-net, Off-net and Corporate products as this information is provided to the Group’s CODM. On-net and
Off-net comprise Consumer and Business customers that receive similar services.
On-net
Corporate
Off-net
Headline revenue
2017
£m
1,342
397
44
1,783
2016
£m
1,399
384
55
1,838
The Group has no material overseas operations; as a result, a split of revenue and total assets by geographical location has not been disclosed.
Corporate revenue is further analysed as:
Carrier
Data
Voice
Corporate revenue
2017
£m
121
157
119
397
2016
£m
119
120
145
384
83
Annual Report 2017 TalkTalk Telecom Group PLC 3. Operating profit
Operating profit is stated after charging/(crediting):
Depreciation of property, plant and equipment (note 12)
Amortisation of other operating intangible fixed assets (note 11)
Amortisation of acquisition intangibles (note 11)
Profit on disposal of property, plant and equipment
Impairment loss recognised on trade receivables
Employee costs (note 4)
Cost of inventories recognised in expenses
Rentals under operating leases
Supplier rebates⁽¹⁾
Service level related dispute ⁽², ³⁾
Auditor’s remuneration⁽⁴⁾
Exceptional items (note 9)
Exceptional items – disputed network charges in relation to prior years (note 9)⁽³⁾
Exceptional items – depreciation (note 9)
(1)
Included in operating profit are associated increased costs of £13m relating to these supplier rebates.
(2)
Included in operating profit are associated increase costs relating to these service level related disputes.
(3)
Included in 2017 exceptional items are £12m of service level related disputes relating to 2016.
(4) A breakdown of auditor’s remuneration is disclosed within the Corporate Governance section on page 43.
4. Employee costs
The average monthly number of employees (including Executive Directors) was:
Administration
Sales and customer management
The aggregate remuneration recognised in respect of these employees in the income statement comprised:
Wages and salaries
Social security costs
Other pension costs
Share-based payments (note 5)
2017
£m
69
59
10
(2)
60
136
55
105
(13)
(27)
1
86
(29)
3
2017
Number
1,588
638
2,226
2017
£m
112
14
5
131
5
136
2016
£m
72
49
10
–
71
139
72
100
(13)
(17)
1
83
–
–
2016
Number
1,670
620
2,290
2016
£m
115
15
4
134
5
139
The Group provides various defined contribution pension schemes for the benefit of a significant number of its employees. These are
charged to the income statement as they become payable in accordance with the rules of the schemes.
Compensation earned by key management personnel is analysed below. The key management personnel comprised the Board of Directors
(see the Directors’ Remuneration Report on pages 44 to 62 and other senior management).
Salaries and fees
Performance bonuses
Benefits
Pension costs
Share-based payments
Compensation for loss of office
84
2017
£m
4.0
1.5
0.1
0.2
0.7
0.9
7.4
2016
£m
3.8
1.8
0.1
0.2
1.4
–
7.3
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 5. Share-based payments
Accounting policy
The Group issues equity settled share-based payments to certain employees and Executive Directors. Equity settled share-based
payments are measured at fair value at the date of grant and expensed over the vesting period, based on an estimate of the number
of shares that will eventually vest.
Fair value is measured by use of a dividend discount or binomial model for share-based payments with internal, non-market performance
criteria (for example, EPS targets) and a Black Scholes or Monte Carlo model for those with external performance criteria (for example, TSR targets).
For schemes with non-market performance criteria, the number of options expected to vest is recalculated at each balance sheet date,
based on expectations of performance against target and of leavers prior to vesting. The movement in cumulative expense since the
previous balance sheet date is recognised in the income statement, with a corresponding entry in reserves.
For schemes with market performance criteria, the number of options expected to vest is adjusted only for expectations of leavers prior
to vesting. The movement in cumulative expense since the previous balance sheet date is recognised in the income statement, with a
corresponding entry in reserves.
If a scheme is cancelled, any remaining part of the fair value of the scheme is expensed immediately. If a scheme is forfeited, no further
expense is recognised and any charges previously recognised are reversed.
Charges arise on loans that are provided to employees to fund the purchase of shares in the Group as part of long term incentive plans.
To the extent to which the loans are not, in certain circumstances, repayable, the cost of such loans is expensed over the course of the
relevant incentive plans. Charges are also recognised on loans provided to employees to settle personal tax liabilities. To the extent to which
the loans are not, in certain circumstances, repayable, the cost of such loans is expensed.
TalkTalk Telecom Group PLC schemes
TalkTalk Telecom Group PLC schemes are the Shareholder Value Plan (SVP), Discretionary Share Option Plan (DSOP), Save-As-You-Earn
(SAYE) Scheme and Share Match Plan (SIP). Where applicable, the ESOT holds shares to settle these plans, based on the latest view of vesting.
In order to aid the user of the financial statements, the dilutive effect on EPS of each scheme has been presented. This has been calculated
using an average share price for the financial year of £2.03 (2016: £2.92).
Summary of share schemes
Year ended 31 March 2017
TalkTalk Telecom Group PLC schemes
SVP – participation shares
SVP II – participation shares
DSOP – 2016 grant (FY17)
DSOP – 2015 grant (FY16)
DSOP – 2014 grant (FY15)
DSOP – 2013 grant (FY14)
DSOP – 2012 grant (FY13)
DSOP – 2010 grant (FY11)
SAYE
Total TalkTalk Telecom Group PLC schemes
Year ended 31 March 2016
TalkTalk Telecom Group PLC schemes
SVP – participation shares
DSOP – 2015 grant (FY16)
DSOP – 2014 grant (FY15)
DSOP – 2013 grant (FY14)
DSOP – 2012 grant (FY13)
DSOP – 2010 grant (FY11)
SAYE
Total TalkTalk Telecom Group PLC schemes
IFRS 2
charge
£m
Dilutive
effect
number
millions
Options
outstanding
at the end of
the year
number
millions
1
1
2
–
1
–
–
–
–
5
–
–
4
1
3
1
1
1
–
–
–
10
1
5
1
1
1
3
11
22
IFRS 2
charge
£m
Dilutive
effect
number
millions
Options
outstanding
at the end of
the year
number
millions
2
–
1
1
–
–
1
5
2
–
3
2
2
1
1
–
2
7
4
2
2
4
11
21
85
Annual Report 2017 TalkTalk Telecom Group PLC 5. Share-based payments continued
Summary of share schemes continued
(i) SVP
The SVP and SVP II are growth plans and not share option plans operating under the Value Enhancement Scheme (VES) rules previously
approved by shareholders. The SVP and SVP II enables participants to share in up to 7% of any increase in the value of the Group over an
opening market capitalisation of £2,941m based on a five business day average up to 3 June 2014 for SVP and £2,292m based on a five
business day average up to 19 May 2016 for SVP II. The awards are subject to the following performance conditions:
• at least a 7% compound annual increase (CAGR) in the market capitalisation of the Group from the above valuation over a three and
four year period; and
• the Group’s TSR outperforms the FTSE 250.
The performance conditions are measured over an initial performance period from 3 June 2014 (SVP) and 19 May 2016 (SVP II) to the date
of announcement of the Group’s FY17 (SVP) and FY19 (SVP II) annual results, after which a total of 60% of the options will vest. The remaining
options are measured over a performance period from 3 June 2014 (SVP) and 19 May 2016 (SVP II) to the date of announcement of the
Group’s FY18 (SVP) and FY20 (SVP II) annual results. The Pool also has a maximum cap on incremental value equal to 2.75% of the total
issued share capital of TalkTalk Telecom Group PLC at the date of each vesting.
There is a holding period on 100% of the PLC shares received in exchange for participation shares on vesting, of twelve months from each
vesting date for Executive Directors. All other participants are required to hold 50% of the PLC shares received in exchange for participation
shares on vesting for twelve months from each vesting date.
In FY15, the Company made awards in the SVP. No awards were made in the year ended 31 March 2016. The Group advanced loans to
participants to enable them to purchase participation shares in TalkTalk Group Limited, the holding company of the Group’s operating
business. These loans are subject to a commercial rate of interest based on rates set by HMRC.
If an employee leaves the Group before the scheme vests, then the participation shares are forfeited for the value of the outstanding loan
plus accrued interest.
A fair value exercise was conducted for the awards using the Monte Carlo method with the total fair value of the participation shares granted
totalling £5m in SVP and £4m in SVP II.
A summary of the schemes is shown below:
SVP – 2015 grant
Outstanding at the beginning of the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
SVP II – 2016 grant
Outstanding at the beginning of the year
Granted during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
Participation shares
2017
Number
million
2016
Number
million
17
(2)
15
–
17
–
17
–
Participation shares
2017
Number
million
2016
Number
million
–
20
(2)
18
–
–
–
–
–
–
(ii) DSOP
In FY15 (‘2014 grant’) and FY16 (‘2016 grant’), the Group granted eight million nil-priced share option awards and two million nil-priced share.
In FY17 (‘2016 grant’), the Group granted eleven million nil-priced share options. These options are subject to the following performance conditions:
• at least a 7% compound annual increase (CAGR) in the market capitalisation of the Group from the below valuation over the next three
and four year periods;
• at least a 23.8% compound annual increase (CAGR) in the headline earnings per share (EPS) of the Group from the FY16 headline EPS; and
• the employee remains in service with the Group for the vesting periods.
86
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 5. Share-based payments continued
Summary of share schemes continued
(ii) DSOP continued
The options are measured as follows:
• a performance period from 19 May 2016 to 19 May 2019 vesting on announcement of the Group’s FY20 annual results. A total of 60%
of the vested options are exercisable from the vesting date, with the remaining 40% of options being exercisable twelve months later.
Options are forfeited if an employee leaves the Group before the options vest, subject to the DSOP scheme rules.
In FY15 (‘2014 grant’) and FY16 (‘2015 grant’), the Group granted eight million nil-priced share option awards and two million nil priced share
option awards respectively. These awards are subject to the following performance conditions:
• at least a 7% compound annual increase (CAGR) in the market capitalisation of the Group from the below valuation over the next three
and four year periods; and
• the Group’s TSR outperforms the FTSE 250.
The options are measured as follows:
• 2014 grant: a performance period from 3 June 2014 to 3 June 2017 vesting on announcement of the Group’s FY17 annual results. A total of
60% of the vested options are exercisable from the vesting date, with the remaining 40% of options being exercisable twelve months later.
Options are forfeited if an employee leaves the Group before the options vest, subject to the DSOP scheme rules.
• 2015 grant: a performance period from 11 September 2015 to 11 September 2018 vesting on 11 September 2018. The vested options are
only exercisable twelve months following the vesting date. Options are forfeited if an employee leaves the Group before the options vest,
subject to the DSOP scheme rules.
In FY14 (‘2013 grant’), the Group granted six million nil-priced share option awards subject to absolute TSR and EPS performance targets,
20% of the outstanding options vested on the announcement of the Group’s FY16 annual results. These options are only exercisable twelve
months after the vesting date.
Options are forfeited if an employee leaves the Group before the options vest.
Number of share options outstanding
Number
million
WAEP
£
Number
million
WAEP
£
Number
million
WAEP
£
Number
million
WAEP
£
Number
million
WAEP
£
Number
million
WAEP
£
2016 grant
2015 grant
2014 grant
2013 grant
2012 grant
2010 grant
Opening balance at 1 April 2015
Granted during the year
Exercised during the year
Forfeited during the year
Closing balance at 31 March 2016
Granted during the year
Exercised during the year
Forfeited during the year
–
–
–
–
–
11
–
(1)
Closing balance at 31 March 2017
10
Number of share options exercisable
As at 31 March 2016
As at 31 March 2017
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2
–
–
2
–
–
(1)
1
–
–
–
–
–
–
–
–
–
–
–
–
–
8
–
–
(1)
7
–
–
(2)
5
–
–
–
–
–
–
–
–
–
–
–
–
–
5
–
–
(1)
4
–
–
(3)
1
–
–
–
–
–
–
–
–
–
–
–
–
–
8
–
(2)
(4)
2
–
(1)
–
1
–
1
–
–
–
–
–
–
–
–
–
–
–
2
–
–
–
2
–
–
–
–
–
1.27
–
(1) 1.27
–
1
2
1
–
1.27
1.27
1.27
Valuation assumptions
Valuation method
Share price (p)
Exercise price (p)
Expected volatility
Monte Carlo
Monte Carlo
Monte Carlo
Monte Carlo
Monte Carlo
Monte Carlo
240
nil
28.75%
309
nil
25.0%
321
nil
25.0%
228
nil
30.0%
122
nil
30.0%
132
127
37.0%
Expected exercise (60%/40%)
3 and 4 years
4 years
3 and 4 years
3 and 4 years
3 and 4 years
3 and 4 years
Risk free rate (3 years/4 years)
Expected dividend yield
Fair value of options granted (£m)
Weighted average
remaining contractual life
0.44% and
0.64%
5.65%
10
1.67%
5.60%
1
1.27% and
1.67%
0.50% and
0.80%
0.60%
3.40%
5.60%
4
4.45%
3
3.50%
3
3.80%
9
9.1 years
8.4 years
7.2 years
6.2 years
4.9 years
3.6 years
87
Annual Report 2017 TalkTalk Telecom Group PLC 5. Share-based payments continued
Summary of share schemes continued
(ii) DSOP continued
Part of the 2016 grant was valued using the Black Scholes model, the valuation assumptions for these are shown below:
Valuation method
Share price (p)
Exercise price (p)
Expected volatility
Expected exercise (years)
Risk free rate
Expected dividend yield
Fair value of options granted (£m)
Weighted average remaining contractual life
DSOP – 2016 grant
Black Scholes
240
nil
N/A
3 and 4 years
N/A
5.65%
9
9.1 years
(iii) SAYE
The scheme permits the granting of options to employees linked to a bank SAYE contract for a term of three or five years. Contributions from
UK employees range from £5 to £250 per month for schemes launched between 2010 and 2013 and between £5 and £500 per month for
the 2014 scheme onwards. Options may be exercised at the end of the three or five year period at an exercise price determined at the
invitation date. The scheme is available for a period each year for employees to join.
Exercise prices for the schemes are set out below:
2016 grant
2015 grant
2014 grant
2013 grant
2012 grant
2011 grant
2010 grant
209p per share
307p per share
240p per share
192p per share
123p per share
119p per share
102p per share
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
Valuation method
Share price (p)
Exercise price (p)
Expected volatility
Expected exercise (years)
Risk free rate
Expected dividend yield
Fair value of options granted (£m)
Weighted average remaining contractual life
88
2017
Number
million
4
2
(1)
(2)
3
–
WAEP
£
2.32
2.09
1.88
2.37
2.26
–
2016
Number
million
4
2
(1)
(1)
4
–
WAEP
£
1.89
3.07
1.19
2.54
2.32
–
SAYE – 2016 grant
Black Scholes
232
209
29.7%
3.8
0.46%
6.85%
nil
2.2 years
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 5. Share-based payments continued
Summary of share schemes continued
(iv) Share Match Plan
The Group launched its first all-employee, HMRC-approved Share Match Plan (SIP) in June 2014, following the Remuneration Committee
approval of this scheme in the year ended 31 March 2014. This enables eligible employees to purchase market priced shares by entering into
a partnership share agreement and holding such shares in trust for up to a five year period. The rules of the Plan allow an employee maximum
contribution of £1,800 per annum, or in line with HMRC limits if these are increased. Approval for the TTG Share Match was granted by
shareholders at the AGM on 24 July 2013.
The Remuneration Committee, at its discretion, may award matching and/or free shares to eligible participants. Matching shares may be
granted up to a maximum ratio of two matching shares for each partnership share purchased by a participant. Free shares may be awarded
up to a maximum value of £3,600 tax free per annum, or in line with HMRC limits if these are increased.
Currently the Group provides one matching share for each partnership share purchased by participating employees or Executive Directors.
During the year ended 31 March 2017, the impact of the SIP on the Group’s results was not material.
6. Net finance costs
Net finance costs are analysed as follows:
Interest on bank loans and overdrafts
Facility fees and similar charges
Exceptional – finance income (note 9)
2017
£m
27
5
(7)
25
2016
£m
21
3
–
24
In FY17, the Group recognised interest of £7m (2016: £nil) on a BT dispute settled in FY14 for the overcharging of certain wholesale Ethernet
services (note 9). In 2016, the impact of finance income was not material.
In FY17, the Group issued £400m Senior Notes due 2022 (the bond). Arrangement fees of £5m were paid and are being amortised over the
life of the notes. Upon receipt of the bond proceeds the Group repaid £50m of the term loan and the 2016 £100m RCF in full, accelerating
the amortisation of the fees relating to this facility. The remaining fees in relation to the 2014 RCF, term loan and US Private Placement
continue to be amortised over the expected life of the loans and are included within facility fees and similar charges above. The average
interest rate in the year was 3.60% (2016: 3.10%).
7. Taxation
Accounting policy
Current tax, including UK corporation tax and overseas tax, is provided at amounts expected to be paid or recovered using the tax rates and
laws that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is provided on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base.
Deferred tax liabilities represent tax payable in future periods in respect of taxable temporary differences. Deferred tax assets represent tax
recoverable in future periods in respect of deductible temporary differences, and the carry-forward of unused tax losses and credits.
Deferred tax is determined using the tax rates that have been enacted or substantively enacted at the balance sheet date and are expected
to apply when the deferred tax asset is realised or the deferred tax liability is settled.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can
be utilised. Current and deferred tax is recognised in the income statement except where it relates to an item recognised directly in reserves,
in which case it is recognised directly in reserves.
Deferred tax assets and liabilities are offset where there is a legal right to do so in the relevant jurisdictions.
Key sources of estimation uncertainty in applying the Group’s accounting policy
The extent to which tax losses can be utilised depends on the extent to which taxable profits are generated in the relevant jurisdictions
for the foreseeable future, and on the tax legislation then in force, and as such the value of associated deferred tax assets is uncertain.
Recovery of the deferred tax asset is estimated over a ten year time horizon using an extrapolation of the Group’s three year plan. Sensitivities
have been applied to these forecasts as noted in the viability statement on page 40. Forecast profits within the ten year agreed time horizon
impact the level of the deferred tax asset recognition. Accordingly an increase or decrease in future profitability would increase or decrease
the asset recognised. In particular, the assumptions regarding customer churn are most critical.
89
Annual Report 2017 TalkTalk Telecom Group PLC 7. Taxation continued
Tax – income statement
The tax charge/(credit) comprises:
Current tax
UK corporation tax
Adjustments in respect of prior years:
UK corporation tax
Total current tax charge/(credit)
Deferred tax
Origination and reversal of timing differences
Effect of change in tax rate
Adjustments in respect of prior years – deferred tax credit
Adjustments in respect of prior years – exceptional (credit)/charge
Total deferred tax charge
Total tax charge
2017
£m
2016
£m
5
–
5
9
7
(1)
(8)
7
12
–
(1)
(1)
7
6
(3)
3
13
12
The tax charge on Headline earnings for the year ended 31 March 2017 was £33m (2016: £28m), representing an effective tax rate on pre-tax
profits of 25% (2016: 26%). The tax charge on Statutory earnings for the year ended 31 March 2017 was £12m (2016: £12m). The reconciliation
between the Headline and Statutory tax charge is shown in note 9.
The principal differences between the tax charge and the amount calculated by applying the standard rate of UK corporation tax of 20%
(2016: 20%) to the profit before taxation are as follows:
Profit before taxation
Tax at 20% (2016: 20%)
Items attracting no tax relief or liability
Effect of change in tax rate
Adjustments in respect of prior years
Adjustments in respect of prior years – exceptional (credit)/charge
Movement in recognised tax losses during the year
Movement in unrecognised tax losses during the year
Total tax charge through income statement
Tax – retained earnings and other reserves
Tax on items recognised directly in retained earnings and other reserves is as follows:
Total tax charge through income statement
Deferred tax charge recognised directly in retained earnings and other reserves
Total tax charge through retained earnings and other reserves
2017
£m
70
14
–
7
(1)
(8)
–
–
12
2017
£m
12
–
12
2016
£m
14
3
1
6
(3)
3
3
(1)
12
2016
£m
12
3
15
The deferred tax charge recognised directly in retained earnings and other reserves for the years ended 31 March 2017 and 31 March 2016
relates to share-based payments.
90
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 7. Taxation continued
Tax – balance sheet
The deferred tax assets recognised by the Group and movements thereon during the year are as follows:
At 1 April 2016
(Charge)/credit to the income statement
At 31 March 2017
At 1 April 2015
(Charge)/credit to the income statement
Charge to reserves
At 31 March 2016
Timing
differences on
capitalised
costs
£m
Share-based
payments
£m
Tax
losses
£m
Other timing
differences
£m
3
–
3
53
(11)
42
56
4
60
3
–
3
Timing
differences on
capitalised
costs
£m
Share-based
payments
£m
Tax
losses
£m
Other timing
differences
£m
6
–
(3)
3
54
(1)
–
53
69
(13)
–
56
1
2
–
3
Total
£m
115
(7)
108
Total
£m
130
(12)
(3)
115
No deferred tax assets and liabilities have been offset in either year, except where there is a legal right to do so in the relevant jurisdictions.
On 6 September 2016, a reduction in the UK statutory rate of taxation was substantively enacted, bringing the tax rate down from 19% to 17%
from 1 April 2020, replacing the 18% announced previously. Accordingly, the tax assets and liabilities recognised at 31 March 2017 take
account of these changes.
At 31 March 2017, the Group had unused tax losses of £606m (2016: £650m) available for offset against future taxable profits. A deferred tax
asset of £60m (2016: £56m) has been recognised in respect of £339m (2016: £299m) of such losses, based on expectations of recovery in
the foreseeable future.
No deferred tax asset has been recognised in respect of the remaining £267m (2016: £351m) as there is insufficient evidence that there will
be suitable taxable profits against which these losses can be recovered. All losses may be carried forward indefinitely.
8. Dividends
Accounting policy
Dividend income is recognised when payment has been received. Final dividend distributions are recognised as a liability in the financial
statements in the year in which they are approved by the relevant shareholders. Interim dividends are recognised in the year in which they
are paid.
The following dividends were paid by the Group to its shareholders:
Ordinary dividends
Final dividend for the year ended 31 March 2015 of 9.20p per ordinary share
Interim dividend for the year ended 31 March 2016 of 5.29p per ordinary share
Final dividend for the year ended 31 March 2016 of 10.58p per ordinary share
Interim dividend for the year ended 31 March 2017 of 5.29p per ordinary share
Total ordinary dividends⁽¹⁾
(1) Deducted from Company reserves. See Company statement of changes in equity on page 112.
2017
£m
–
–
100
50
150
2016
£m
85
50
–
–
135
The proposed final dividend for the year ended 31 March 2017 of 5.0p (2016: 10.58p) per ordinary share on approximately 950 million (2016:
946 million) ordinary shares (approximately £48m) was approved by the Board on 10 May 2017 and will be recommended to shareholders at
the AGM on 19 July 2017. The dividend has not been included as a liability as at 31 March 2017. The payment of this dividend will not have any
tax consequences for the Group.
The Group ESOT has waived its rights to receive dividends in the current and prior year and this is reflected in the analysis above.
91
Annual Report 2017 TalkTalk Telecom Group PLC 9. Reconciliation of Headline information to statutory information
Headline information is provided because the Directors consider that it provides assistance in understanding the Group’s underlying performance.
Accounting policy
Headline results are stated before the amortisation of acquisition intangibles and exceptional items. Exceptional items are those that are
considered to be one-off or non-recurring in nature and so material that the Directors believe that they require separate disclosure to avoid
distortion of the presentation of underlying performance and should be separately presented on the face of the income statement.
Critical judgements in applying the Group’s accounting policy
The classification of items as exceptional is subjective in nature and therefore judgement is required to determine whether the item is in line
with the accounting policy criteria outlined above. Determining whether an item is exceptional is a matter of qualitative assessment, making
it distinct from the Group’s other critical accounting judgements where the basis for judgement is estimation.
Year ended 31 March 2017
Headline results
Exceptional items – Operating efficiencies – MTTS (a)
Exceptional items – Operating efficiencies –
property (b)
Exceptional items – Network transformation (c)
Exceptional items – Mobile proposition (d)
Exceptional items – Acquisitions and disposals (e)
Exceptional items – Disputed network charges (f)
Exceptional items – Operating expenses –
cyber attack (g)
Exceptional items – Finance income (h)
Exceptional items – Taxation (i)
Amortisation of acquisition intangibles (j)
Revenue
£m
1,783
–
–
–
–
–
–
–
–
–
–
EBITDA
£m
304
(24)
(8)
(8)
(49)
1
29
2
–
–
–
Statutory results
1,783
247
Year ended 31 March 2016
Headline results
Exceptional items – Revenue – cyber attack (g)
Exceptional items – Operating expenses –
cyber attack (g)
Exceptional items – Operating efficiencies – MTTS (a)
Exceptional items – Operating efficiencies –
property (b)
Exceptional items – Taxation (i)
Amortisation of acquisition intangibles (j)
Revenue
£m
1,838
(3)
–
–
–
–
–
EBITDA
£m
260
(3)
(39)
(31)
(10)
–
–
Statutory results
1,835
177
Operating
profit
£m
Profit
before
taxation
£m
165
(24)
(8)
(11)
(49)
1
29
2
–
–
(10)
95
133
(24)
(8)
(11)
(49)
1
29
2
7
–
(10)
70
Operating
profit
£m
Profit
before
taxation
£m
131
(3)
(39)
(31)
(10)
–
(10)
38
107
(3)
(39)
(31)
(10)
–
(10)
14
Taxation
£m
(33)
5
2
2
10
–
(6)
(1)
(1)
8
2
(12)
Taxation
£m
(28)
1
8
6
2
(3)
2
(12)
Profit for
the year
£m
100
(19)
(6)
(9)
(39)
1
23
1
6
8
(8)
58
Profit for
the year
£m
79
(2)
(31)
(25)
(8)
(3)
(8)
2
During the year ended 31 March 2017, cash exceptional items amounted to £46m (2016: £88m).
a) Operating efficiencies – Making TalkTalk Simpler (MTTS)
During the year ended 31 March 2017, the Group substantially completed its wide-ranging transformation programme that is delivering
material improvements to our customers’ experience, driving operating cost savings, and reducing SAC through lower churn and costs
per add (CPA).
The costs incurred in the year include work on improving Consumer and TalkTalk Business systems and processes which focus on customer
experience and the review of the organisational structure of the business.
These programmes have resulted in £24m (2016: £31m) of costs including project management, redundancy, consultancy, migration and
call centre costs.
A total taxation credit of £5m has been recognised on these costs in the year ended 31 March 2017 (2016: £6m).
92
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 9. Reconciliation of Headline information to statutory information continued
Critical judgements in applying the Group’s accounting policy continued
b) Operating efficiencies – property rationalisation
During the prior year the Group reviewed the sites from which it operates, and announced its intention to exit its Warrington and Irlam sites
to relocate to one site at the Soapworks in Salford.
These programmes have resulted in £8m (2016: £10m) of costs including redundancy, property, consultancy and dual running costs.
A total taxation credit of £2m has been recognised on these costs in the year ended 31 March 2017 (2016: £2m).
c) Network transformation
During the year ended 31 March 2017, the Group embarked on a significant transformation programme which will fundamentally restructure
the Group's network, IT infrastructure and technology organisation. The change the Group is undertaking will ensure it is fit for the future and
underpins the wider Group strategy in providing a great service to our customers as a value provider in the industry. This is a discrete project
expected to run until FY20.
This programme has resulted in £11m (2016: £nil) of costs including project management, consultancy, dual running costs, decommissioning
costs and accelerated depreciation costs.
A total taxation credit of £2m has been recognised on these costs in the year ended 31 March 2017 (2016: £nil).
d) Mobile proposition
During the year ended 31 March 2017, the Group began to reorganise the business under the new leadership team focusing on fewer, clearer
priorities that are focused on investment in the Group’s core fixed network. As part of the review the Group reassessed its mobile strategy
and how capital is allocated. The Group has therefore decided not to pursue an inside-out mobile network strategy and instead we will
continue to work closely with Telefónica UK on the right platform and customer offering.
As a result, the Group has assessed that items within inventory and property, plant and equipment have no further economic benefit to the
Group leading to impairment charges and onerous lease costs of £49m (2016: £nil). Additional reorganisation costs may be incurred in FY18
as the Group works with its MNO partners on developing an alternative mobile distribution strategy.
A total taxation credit of £10m has been recognised on these costs in the year ended 31 March 2017 (2016: £nil).
e) Acquisitions and disposal
During the year ended 31 March 2017, final migrations of prior year customer base acquisitions were completed, following completion any
amounts provided for but not utilised were released resulting in a credit of £1m (2016: £nil).
The tax impact in either year is immaterial.
f) Disputed network charges
During the year ended 31 March 2017, the Group has recognised a £29m credit (2016: £nil) following the resolution of disputes relating to prior periods.
A total taxation charge of £6m has been recognised on these credits in the year ended 31 March 2017 (2016: £nil).
g) Cyber attack
During the year ended 31 March 2017, the Group received insurance proceeds of £3m (2016: £nil) in relation to specific cyber related costs
incurred in the prior year offset by £1m of costs incurred in the current year, including an ICO fine of £0.4m.
A total taxation charge of £1m has been recognised on these items in the year ended 31 March 2017 (2016: £nil).
In the prior year, there was a significant and sustained cyber attack on the TalkTalk website. Following this attack the Group issued an
increased number of credits to retain its customers. The costs of these credits are recognised against revenue and amounted to £3m.
The Group also incurred costs of £39m. These costs included restoring our online capability with enhanced security features, associated IT,
incident response and consultancy costs and providing free upgrades to our customers.
A total taxation charge of £nil has been recognised on these items in the year ended 31 March 2017 (2016: credit of £8m).
h) Finance income
During the year ended 31 March 2017, the Group recognised interest of £7m (2016: £nil) on a BT dispute settled in FY14 for the overcharging
of certain wholesale Ethernet services.
A total taxation charge of £1m has been recognised on these items in the year ended 31 March 2017 (2016: £nil).
i) Taxation items
During the year ended 31 March 2017, the Group resolved a longstanding enquiry with HMRC in relation to the tax treatment of £85m of losses
in respect of TalkTalk Brands Limited. This has resulted in a tax credit of £8m (2016: £nil).
In the prior year, the Group recognised a tax charge of £3m which relates to the impact of the statutory corporation tax rate change from
20% to 19% and then to 18% on prior year exceptional tax assets.
j) Amortisation of acquisition intangibles
An amortisation charge in respect of acquisition intangibles of £10m was incurred in the year ended 31 March 2017 (2016: £10m).
A total taxation credit of £2m has been recognised in relation to the charge in the year ended 31 March 2017 (2016: £2m).
93
Annual Report 2017 TalkTalk Telecom Group PLC 10. Earnings per ordinary share
Earnings per ordinary share are shown on a Headline and statutory basis to assist in the understanding of the performance of the Group.
Headline earnings (note 9)
Statutory earnings
Weighted average number of shares (millions)
Shares in issue
Less weighted average holdings by Group ESOT
For basic EPS
Dilutive effect of share options (note 5)
For diluted EPS
Basic earnings per ordinary share
Headline
Statutory
Diluted earnings per ordinary share
Headline
Statutory
2017
£m
100
58
955
(7)
948
11
959
2017
Pence
10.5
6.1
2017
Pence
10.4
6.0
2016
£m
79
2
955
(19)
936
11
947
2016
Pence
8.4
0.2
2016
Pence
8.3
0.2
There are no share options considered anti-dilutive in the year ended 31 March 2017 (2016: nil).
11. Goodwill and other intangible assets
(a) Goodwill
Accounting policy
Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing the excess of the fair value of the consideration
given over the fair value of the identifiable assets and liabilities acquired is recognised initially as an asset at cost and is subsequently
measured at cost less any accumulated impairment losses.
On disposal of a subsidiary undertaking, the relevant goodwill is included in the calculation of the profit or loss on disposal.
The Group has two cash generating units (CGUs) – TalkTalk Consumer and TalkTalk Business, which represent the smallest identifiable
group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Cash inflows generated by the TalkTalk Consumer CGU represent income generated from the provision of telecommunication services
to Retail customers. Cash inflows generated by the TalkTalk Business CGU represent income generated from the provision of
telecommunication services to B2B customers.
For the purpose of impairment testing, at the acquisition date, goodwill is allocated to each of the CGUs expected to benefit from the
synergies of the acquisition. The Group’s shared costs and assets relating mainly to infrastructure and central overheads are allocated
across the two CGUs based on the relative future cash flows that those shared costs support.
Determining whether goodwill is impaired requires estimation of the value in use of the CGUs to which the goodwill has been allocated.
In assessing value in use, the estimated cash flows of each CGU are discounted to their present value using a pre-tax discount rate that
reflects the current market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
Impairment of goodwill
Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication that the asset may be
impaired; this review is performed at a CGU level.
Impairment is determined by assessing the future cash flows of the CGU to which the goodwill relates. The future cash flows of the Group are
taken from the Group's three year plan and extrapolated out to 20 years based on the UK’s long term growth rate. This is discounted by the
CGU’s weighted average cost of capital pre-tax to give the net present value of that CGU. Where the net present value of future cash flows
is less than the carrying value of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the
CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the unit. Any impairment loss is
recognised in the income statement and is not subsequently reversed.
94
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 11. Goodwill and other intangible assets continued
(a) Goodwill continued
Impairment of goodwill continued
Sensitivity analysis is performed using reasonably possible changes in the key assumptions.
Opening cost and net book value
Acquisitions (note 13)
Closing cost and net book value
2017
£m
495
–
495
2016
£m
490
5
495
The goodwill acquired in business combinations is allocated at acquisition to the CGUs that are expected to benefit from that business
combination. The allocation of goodwill across the CGUs is as follows:
TalkTalk Consumer
TalkTalk Business
2017
£m
347
148
495
2016
£m
347
148
495
Impairment review
The key assumptions used in the Group’s goodwill impairment review are as follows:
• Long term growth rates
Long term revenue growth rates applied are based on the growth rate for the UK per the Organisation for Economic Co-operation and
Development (OECD). The rate applied in the current year was 2.0% (2016: 2.0%).
• Discount rate
The underlying discount rate for each CGU is based on the UK ten year gilt rate adjusted for an equity risk premium and the systematic risk
of the CGU. The average pre-tax rate for both CGUs used to discount the forecast cash flows is 8.0% (2016: 10.2%). The assumptions used
in the calculation of the CGUs’ discount rate are benchmarked to externally available data. The same discount rate has been applied to
both CGUs due to the similarity of risk factors and geographical location.
• Capital expenditure
Forecast capital expenditure to maintain property, plant and equipment is based on senior management expectations of future required
support of the network and current run rate of expenditure, typically at 6–7% of revenue.
• Customer factors
The key assumptions for the forecast cash flows of each of the CGUs are based on expected customer growth rates, ARPU, direct costs
including acquisition costs, and changes in product mix. The value assigned to each of these assumptions has been determined based
on the extrapolation of historical trends in the Group and external information on expected trends of future market developments.
Sensitivity analysis has been performed for each key assumption and the Directors have not identified any reasonably possible changes
in the key assumptions that would cause the carrying value of goodwill to exceed the recoverable amount.
(b) Other intangible assets
Accounting policy
Operating intangibles
Operating intangibles include internal infrastructure and design costs incurred in the development of software for internal use. Internally generated
software is recognised as an intangible asset only if it can be separately identified, it is probable that the asset will generate future economic benefits,
and the development cost can be measured reliably. Where these conditions are not met, development expenditure is recognised as an expense in
the year in which it is incurred. Directly attributable costs that are capitalised include employee costs specifically incurred in the development of
the intangible asset. Operating intangibles are amortised on a straight line basis over their estimated useful economic lives of up to eight years.
Acquisition intangibles
Acquired intangible assets such as customer bases and other intangible assets acquired through a business combination are capitalised
separately from goodwill and amortised over their expected useful lives of up to six years on a straight line basis. The value attributed to such
assets is based on the future economic benefit that is expected to be derived from them, calculated as the present value of future cash flows
after a deduction for contributory assets.
Impairment
At the acquisition date, acquisition intangibles are allocated to each of the CGUs expected to benefit from the synergies of the combination.
The Group’s shared costs and assets relating mainly to infrastructure and central overheads are allocated across the two CGUs based on the
relative future cash flows.
Determining whether the carrying amounts of operating and acquisition intangibles have any indication of impairment requires judgement.
If an indication of impairment is identified, further judgement is required to assess whether the carrying amounts can be supported by the
value in use of the CGU that the asset is allocated to.
The value in use calculation involves estimation of both the future cash flows of the CGUs and the selection of appropriate discount rates
to use to calculate present values.
95
Annual Report 2017 TalkTalk Telecom Group PLC
11. Goodwill and other intangible assets continued
(b) Other intangible assets continued
Accounting policy continued
Useful economic lives
The assessment of the useful economic lives of these operating and acquisition intangibles requires judgement. Amortisation is charged to
the income statement based on the useful economic life selected. This assessment requires estimation of the period over which the Group
will benefit from the assets.
Impairment of assets
The Group reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered
an impairment loss at each reporting date. Where an indicator of impairment exists, the Group makes a formal estimate of the asset’s
recoverable amount and the extent of any impairment loss.
The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. In assessing value in use, the estimated
cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value
of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than the carrying amount, the carrying amount of the asset or CGU is reduced
to its recoverable amount.
Other intangible assets are analysed as follows:
Opening balance at 1 April 2016
Additions
Amortisation
Closing balance at 31 March 2017
Cost (gross carrying amount)
Accumulated amortisation
Closing balance at 31 March 2017
Opening balance at 1 April 2015
Additions
Finalisation of provisional acquisition intangible
Amortisation
Closing balance at 31 March 2016
Cost (gross carrying amount)
Accumulated amortisation
Closing balance at 31 March 2016
Operating
intangibles
£m
Non-operating
£m
Total other
intangibles
£m
193
85
(59)
219
543
34
–
(10)
24
142
227
85
(69)
243
685
(324)
(118)
(442)
219
24
243
Operating
intangibles
£m
Non-operating
£m
Total other
intangibles
£m
136
106
–
(49)
193
458
42
–
2
(10)
34
142
178
106
2
(59)
227
600
(265)
(108)
(373)
193
34
227
Operating intangibles
Operating intangibles includes internally generated assets with a net book value of £102m (2016: £88m), which are amortised over a period of
up to eight years. This includes additions of £32m (2016: £43m) and an amortisation charge of £18m (2016: £14m) in the year ended 31 March 2017.
Included within operating intangibles is the following asset, which is material to the Group:
• TRIO, the customer billing system, which has a net book value of £28m (2016: £47m). TRIO is amortised over a period of up to eight years
depending on the release date of the relevant component. The weighted average remaining useful economic life of the components of
TRIO is two years (2016: two years).
Acquisition intangibles
Acquisition intangibles relate to the broadband customer bases acquired from Virgin Media and Tesco in a prior year; these customer bases
are valued from the discounted future cash flows expected from them, after a deduction for contributory assets.
At 31 March 2017, the net book value of the acquired broadband bases is material to the Group; with the Virgin Media base valued at £12m
(2016: £16m) and the Tesco base valued at £12m (2016: £15m), with remaining useful economic lives of 34 months (2016: 46 months) and
35 months (2016: 47 months) respectively.
96
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 12. Property, plant and equipment
Accounting policy
Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided on all
property, plant and equipment at rates calculated to write off the cost, less estimated residual value, of each asset on a straight line basis
over its expected useful life from the date it is brought into use, as follows:
Short leasehold improvements
Land and buildings
Network equipment and computer hardware
Fixtures and fittings
10% or the lease term if less than ten years
3.33% per annum
12.5–50% per annum
20–25% per annum
Impairment of assets
Property, plant and equipment
The Group reviews the carrying amounts of its fixed assets to determine whether there is any indication that those assets have suffered an
impairment loss at each reporting date. The Group uses the same methodology as set out in note 11 for operating and acquisition intangibles.
Opening balance at 1 April 2016
Additions
Depreciation
Disposals
Impairment (note 9)
Reclassification
Closing balance at 31 March 2017
Cost (gross carrying amount)
Accumulated depreciation and impairment charges
Closing balance at 31 March 2017
Opening balance at 1 April 2015
Additions
Depreciation
Disposals
Closing balance at 31 March 2016
Cost (gross carrying amount)
Accumulated depreciation and impairment charges
Closing balance at 31 March 2016
Short
leasehold
improvements
£m
Network
equipment and
computer
hardware
£m
Land and
buildings
£m
Fixtures
and fittings
£m
–
–
–
–
–
1
1
7
(6)
1
7
2
–
(8)
–
(1)
–
–
–
–
294
35
(71)
(8)
(22)
–
228
841
(613)
228
1
6
(1)
–
–
–
6
8
(2)
6
Short
leasehold
improvements
£m
Network
equipment and
computer
hardware
£m
Land and
buildings
£m
Fixtures
and fittings
£m
–
–
–
–
–
6
(6)
–
–
7
–
–
7
7
–
7
288
89
(71)
(12)
294
814
(520)
294
2
–
(1)
–
1
2
(1)
1
Total
£m
302
43
(72)
(16)
(22)
–
235
856
(621)
235
Total
£m
290
96
(72)
(12)
302
829
(527)
302
13. Non-current asset investments
Accounting policy
Investments, other than subsidiaries, are initially recognised at cost, being the fair value of the consideration given plus any transaction costs
associated with the acquisition.
Investments are categorised as available for sale and are recorded at fair value. Changes in fair value, together with any related taxation,
are taken directly to equity and recycled to the income statement when the investment is sold or determined to be impaired.
Non-current asset investments at 31 March 2017 related to a 7.3% (2016: 7.3%) interest in Shared Band Limited, a telecommunications
technology provider. The cost of the investment is not material.
97
Annual Report 2017 TalkTalk Telecom Group PLC
13. Non-current asset investments continued
Accounting policy continued
(a) Investments
The Parent Company has investments in the following subsidiary undertakings, which affected the profits or losses or net assets of the Group.
Subsidiary undertakings
Country of incorporation
or registration
Registered office
Principal activity
Percentage of
shareholding
TalkTalk Telecom Holdings Limited⁽¹⁾
England & Wales
11 Evesham Street⁽²⁾
Holding company
Beheer-en Beleggingsmaatschappij Antika BV
Netherlands
Wireless Internet Portfolio BV
Netherlands
Euroweg⁽³⁾
Euroweg⁽³⁾
Non-trading
Non-trading
TalkTalk Brands Limited
TalkTalk Group Ltd
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
England & Wales
11 Evesham Street⁽²⁾
Holding company
CPW Broadband Services (UK) Ltd
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
Future Office Communications Limited
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
TalkTalk Broadband Services (Ireland) Limited
Ireland
39/40 Upper Mount Street⁽⁴⁾ Non-trading
TalkTalk Business (2CCH) Limited
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
TalkTalk Communications Limited
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
CPW Network Services Limited
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
TalkTalk Corporate Limited
England & Wales
11 Evesham Street⁽²⁾
Holding company
Core Telecommunications Limited
England & Wales
11 Evesham Street⁽²⁾
Non-trading
CPW UK Group Limited
England & Wales
11 Evesham Street⁽²⁾
TalkTalk RB Limited (formerly Ratebuster Ltd)
England & Wales
11 Evesham Street⁽²⁾
TalkTalk Technology Limited
England & Wales
11 Evesham Street⁽²⁾
Dormant
Dormant
Dormant
Telequip Limited
Telco Global Limited
England & Wales
348–350 Lytham Road⁽⁵⁾
In liquidation
England & Wales
11 Evesham Street⁽²⁾
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Vartec Telecom Europe Limited
England & Wales
11 Evesham Street⁽²⁾
Video Networks Limited
England & Wales
11 Evesham Street⁽²⁾
World Online Telecom Limited
England & Wales
11 Evesham Street⁽²⁾
GIS Telecoms Limited
TalkTalk Direct Limited
Opal Connect Limited
England & Wales
11 Evesham Street⁽²⁾
England & Wales
11 Evesham Street⁽²⁾
England & Wales
11 Evesham Street⁽²⁾
Opal Business Solutions Limited
England & Wales
11 Evesham Street⁽²⁾
UK Telco (GB) Limited
England & Wales
11 Evesham Street⁽²⁾
TalkTalk UK Communications Services Limited
England & Wales
11 Evesham Street⁽²⁾
Onetel Telecommunications Limited
England & Wales
11 Evesham Street⁽²⁾
V Networks Limited
England & Wales
11 Evesham Street⁽²⁾
Green Dot Property Management Limited
England & Wales
11 Evesham Street⁽²⁾
Non-trading
Executel Ltd
Greystone Telecom Limited
Pipex Internet Limited
England & Wales
11 Evesham Street⁽²⁾
England & Wales
11 Evesham Street⁽²⁾
England & Wales
11 Evesham Street⁽²⁾
Pipex Communications Services Limited
England & Wales
11 Evesham Street⁽²⁾
Pipex UK Limited
TalkTalk Telecom Limited
Telco Holdings Limited
England & Wales
11 Evesham Street⁽²⁾
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
Telco Global Distribution Limited
England & Wales
11 Evesham Street⁽²⁾
Dormant
Tele2 Telecommunication Services Limited
Ireland
39/40 Upper Mount Street⁽⁴⁾ Non-trading
Tiscali UK Limited
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
Toucan Residential Ireland Limited
Ireland
39/40 Upper Mount Street⁽⁴⁾ Non-trading
TalkTalk TV Entertainment Limited
(formerly blinkbox)
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
tIPicall Limited
England & Wales
11 Evesham Street⁽²⁾
Telecommunications
(1) Directly held subsidiary.
(2) Full address: 11 Evesham Street, London, W11 4AR.
(3) Full address: Euroweg 20 3825 HD Amersfoort, Amsterdam, Netherlands.
(4) Full address: 39/40 Upper Mount Street, Dublin 2, Ireland.
(5) Full address: 348–350 Lytham Road, Blackpool, Lancashire, FY4 1DW.
98
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 13. Non-current asset investments continued
Accounting policy continued
(a) Investments continued
Joint venture undertakings
YouView TV Limited
Bolt Pro Tem Limited
Country of incorporation
or registration
Registered office
Principal activity
England & Wales
10 Lower Thames Street⁽¹⁾
Telecommunications
England & Wales
15 Bedford Street⁽²⁾
Telecommunications
Internet Matters Limited
England & Wales
6th Floor One London Wall⁽³⁾ Telecommunications
Percentage of
shareholding
14.3
33.3
25.0
(1) Full address: 10 Lower Thames Street, Third Floor, London, EC3R 6YT.
(2) Full address: 15 Bedford Street, London, WC2E 9HE.
(3) Full address: 6th Floor One London Wall, London, EC2Y 5EB.
(b) Acquisitions and disposals
(i) Acquisitions
The Group has made no acquisitions during the year ended 31 March 2017. There was no movement in the provisional goodwill recognised
in the prior year relating to the tIPicall Limited acquisition when the goodwill was finalised in the current year.
The Group made the following acquisition during the year ended 31 March 2016:
tIPicall Limited
On 22 April 2015, the Group acquired 100% shares of tIPicall Limited, a company providing Voice over Internet Protocol (VoIP) services.
The acquisition was satisfied by £5m cash plus £1m of contingent consideration depending on the performance of the business.
The amounts recognised in respect of assets and liabilities acquired are immaterial to the Group. The book value of the assets acquired is
expected to equal their fair value. On this basis goodwill recognised in relation to the acquisition is £6m. This represents the future opportunities
arising from the nature of the business and fit with the Group’s existing operations. The provisional goodwill has been allocated to the
Business cash generating unit (CGU).
(ii) Disposals
The Group has made no disposal of investments during the current or prior year.
14. Interest in joint ventures
Accounting policy
Interests in joint ventures are accounted for using the equity method. The Group income statement includes the Group’s share of the
post-tax profits or losses of the joint ventures based on their financial statements for the year.
In the Group balance sheet, the Group’s interest in joint ventures is shown as a non-current asset, representing the Group’s investment
in the share capital of the joint ventures, as adjusted for post-acquisition changes in the Group’s share of the net assets or liabilities less
provision for any impairment.
In addition to the carrying amount of the investment, the Group’s interest in joint ventures includes, where applicable, any long term
interests in the venture that, in substance, form part of the Group’s net investment in the joint venture. An item for which settlement is
neither planned nor likely to occur in the foreseeable future is, in substance, an extension of the Group’s interest in that joint venture.
Any loans advanced to a joint venture that, in substance, do not form part of the Group’s net investment are shown separately in the balance
sheet as a receivable to the Group. Losses recognised using the equity method in excess of the Group’s investment in ordinary shares are
applied to the other components of the Group’s interest in the joint venture in the reverse order of their seniority (i.e. priority in liquidation).
YouView TV Limited (‘YouView’)
The Group holds 14.3% (2016: 14.3%) of the ordinary share capital of YouView, a joint venture with The British Broadcasting Corporation,
ITV Broadcasting Limited, British Telecom PLC (BT), Channel Four Television Corporation, Arqiva Limited and Channel 5 Broadcasting
Limited. The joint venture was set up in order to develop a free-to-air internet-connected TV service to UK homes. During a prior year, the
Group signed a new agreement with the other existing holders of YouView whereby all seven original partners (together ‘Tier 1’ funders)
continue to contribute approximately £1m per annum to fund basic operational and technology costs of YouView, and the Group together
with BT as ‘Tier 2’ funders contribute up to a further £10m per annum for additional development of the technology to support their TV
propositions. The Group’s total contribution to YouView in the year ended 31 March 2017 was £10m (2016: £8m).
There was no change in the overall control of the joint venture as a result of these changes as all seven partners share overall control. Under this
agreement, the Group’s share of losses comprises one-seventh of any Tier 1 loss and half of any Tier 2 loss. During the year ended 31 March 2017,
the Group recognised a £11m share of losses (2016: £8m).
The Group has reviewed the carrying value of YouView and has concluded that there is no indication of impairment.
99
Annual Report 2017 TalkTalk Telecom Group PLC 14. Interest in joint ventures continued
Accounting policy continued
Bolt Pro Tem Limited
The Group holds 33.3% of the ordinary share capital of Bolt Pro Tem Limited (BPT), a joint venture with British Sky Broadcasting Limited (BSkyB)
and City Fibre Holdings Limited. The joint venture was set up in the prior year to deliver fibre to the premise (FTTP) broadband services in the
City of York. During the year ended 31 March 2017, the Group contributed £nil (2016: £1m) to the joint venture and received £nil share of
losses (2016: £nil).
During the prior year, due to an increased certainty around the time of the repayment of a portion of the Group’s contribution to BPT, it was
concluded that £3m was, in substance, a loan to BPT and not an extension of the investment in the joint venture. This was therefore reclassified
on the balance sheet as a non-current trade and other receivable. During the current year the Group lent a further £1m to BPT increasing the
overall balance to £4m.
The Group has reviewed the carrying value of BPT and has concluded that there is no indication of impairment.
Internet Matters Limited
During the year ended 31 March 2014, the Group, alongside BSkyB, BT and Virgin Media established an equal membership joint venture, Internet
Matters Limited. It is a not-for-profit company set up as an industry-led body to promote and educate parents about internet safety for children.
Interest in joint ventures is analysed as follows:
Opening balance at 1 April
Additions
Share of results
Reclassification to non-current assets – trade and other receivables
Closing balance at 31 March
The Group’s share of the results, assets and liabilities of its joint ventures are as follows:
Group share of results of joint ventures
Expenses
Loss before taxation
Taxation
Loss after taxation
Group share of net assets of joint ventures
Non-current assets
Net assets
2017
£m
9
10
(11)
–
8
2017
£m
(11)
(11)
–
(11)
2017
£m
8
8
2016
£m
10
10
(8)
(3)
9
2016
£m
(8)
(8)
–
(8)
2016
£m
9
9
15. Inventories
Accounting policy
Inventories are stated at the lower of cost and net realisable value, valued on a FIFO basis, and consists primarily of set top boxes, power line
adaptors and routers. Net realisable value is based on estimated selling price, less costs expected to be incurred. A provision is made for
obsolete items where appropriate.
Goods for resale
2017
£m
18
2016
£m
57
During FY17, the Group revised its strategy toward its mobile proposition giving rise to an impairment of £18m (2016: £nil). The impairment
has been recognised as an exceptional item (note 9).
16. Trade and other receivables
Trade and other receivables comprise:
Non-current – trade and other receivables
Trade and other receivables
100
2017
£m
2
2016
£m
–
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 16. Trade and other receivables continued
Current – trade and other receivables
Trade receivables – gross
Less provision for impairment
Trade receivables – net
Other receivables
Prepayments
Accrued income
Trade and other receivables
2017
£m
192
(45)
147
136
32
54
369
2016
£m
174
(30)
144
84
21
45
294
The Directors estimate that the carrying amount of trade receivables approximates to their fair value.
The average credit period taken on trade receivables, calculated by reference to the amount owed at the year end as a proportion of total
revenue in the year, was 33 days (2016: 29 days).
As explained in note 18, in September 2016, the Group signed a £75m receivables purchase agreement which matures in September 2018.
The Group has the ability on a rolling basis to sell its trade receivables to a third party vehicle in exchange for a discounted consideration.
The Group varies the level of trade receivables sold into the programme as part of managing its liquidity position. The Group is deemed
to control the third party vehicle and therefore continues to consolidate the relevant trade receivables on the grounds that substantially
not all the risks and rewards of ownership have been transferred under the programme.
The Group’s trade receivables are denominated in the following currencies:
UK Sterling
Other
The ageing of gross trade receivables is as follows:
Not yet due
0 to 2 months
2 to 4 months
Over 4 months
The ageing of the provision for impairment of trade receivables is as follows:
Not yet due
0 to 2 months
2 to 4 months
Over 4 months
Movements in the provisions for impairment of trade receivables are as follows:
Opening balance
Charged to the income statement
Receivables written off as irrecoverable
Closing balance
2017
£m
181
11
192
2017
£m
85
15
17
75
192
2017
£m
–
(2)
(2)
(41)
(45)
2017
£m
(30)
(60)
45
(45)
2016
£m
163
11
174
2016
£m
65
28
21
60
174
2016
£m
(1)
(1)
–
(28)
(30)
2016
£m
(25)
(71)
66
(30)
101
Annual Report 2017 TalkTalk Telecom Group PLC 16. Trade and other receivables continued
Trade receivables of £62m (2016: £80m) were past due, but not impaired. These balances primarily relate to TalkTalk Consumer and TalkTalk
Business fixed line customers. The Group has made provisions based on historical rates of recoverability and all unprovided amounts are
considered to be recoverable. The ageing analysis of these trade receivables is as follows:
0 to 2 months
2 to 4 months
Over 4 months
17. Trade and other payables
Trade payables
Other taxes and social security costs
Other payables
Accruals
Deferred income
2017
£m
13
15
34
62
2017
£m
273
37
12
138
51
511
2016
£m
27
21
32
80
2016
£m
304
28
19
150
62
563
The Group has commercially agreed longer credit terms with certain suppliers. Excluding these suppliers, the underlying average credit period
taken on trade payables was 50 days (2016: 40 days). Including these suppliers, the average credit period taken was 57 days (2016: 56 days).
Included in trade payables are capital payables amounting to £65m (2016: £55m).
Rebates receivable from suppliers are accounted for in accordance with the policy set out in note 1.
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
18. Cash and cash equivalents and borrowings
(a) Cash and cash equivalents are as follows:
Cash at bank and in hand
The effective interest rate on bank deposits and money market funds was 0.1% (2016: 0.3%).
Maturity
2017
Maturity
2021, 2024, 2026
2019
2019
2019
2017
2018
2022
(b) Borrowings comprise:
Current (£100m term loan)
Non-current
$185m US Private Placement (USPP) Notes
£560m revolving credit facility
£50m bilateral agreements
£100m term loan
£100m revolving credit facility
£75m receivables purchase agreement facility
£400m Senior Notes
Non-current borrowings before derivatives
Total borrowings before derivatives
Derivatives
Borrowings after derivatives
102
2017
£m
50
2017
£m
–
2017
£m
148
165
50
50
–
58
400
871
871
(39)
832
2016
£m
10
2016
£m
25
2016
£m
129
430
50
75
–
–
–
684
709
(20)
689
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 18. Cash and cash equivalents and borrowings continued
(b) Borrowings comprise: continued
Undrawn available committed facilities
The book value and fair value of the Group’s borrowings, are as follows:
Maturity
2018, 2019
Less than 1 year
1 to 2 years
2 to 3 years
3 to 4 years
4 to 5 years
Greater than 5 years
Borrowings after derivatives
2017
£m
412
2017
£m
–
58
265
–
482
27
832
2016
£m
255
2016
£m
25
25
–
530
–
109
689
Borrowing facilities
The Group’s committed facilities total £1,244m (2016: £944m). The Group’s uncommitted facilities total £116m (2016: £81m) giving
headroom on committed facilities and uncommitted facilities of £412m (2016: £255m) and £116m (2016: £81m) respectively.
The financial covenants included in each bank facility and the USPP Notes restrict the ratio of net debt to EBITDA and require minimum
levels of interest cover. The amounts used in the covenant calculations are subject to adjustments as defined under the terms of the
arrangement. The Group was in compliance with its covenants throughout the current and prior periods.
Details of the Group's borrowing facilities of the Group as at 31 March 2017 are set out below:
£400m Senior Notes
On 15 January 2017 TalkTalk Telecom Group PLC issued £400m Senior Notes due 2022. The Senior Notes include incurrence-based covenants
customary for this type of debt, including limitations on TalkTalk’s ability to incur additional debt and make restricted payments, subject to
certain exceptions. The Group is permitted to incur additional debt subject to compliance with a net debt to EBITDA ratio of 4.0x and to pay
dividends when net debt to EBITDA is below 3.0x (2.75x from January 2019). Regardless of the Company’s net debt to EBITDA ratio, dividends
are also permitted to be paid out of a basket based on 50% of cumulative consolidated net income from 1 October 2016. The Senior Notes
also contain a separate exception for the payment of the final dividend for FY17 up to £105m. The interest rate payable on the notes is 5.375%
payable semi-annually. The bond proceeds were used to repay the drawings of the £100m 2016 revolving credit facility in full, and partially
repay the drawings under the 2014 revolving credit facility and term loan.
$185m USPP Notes
In July 2014, the Group issued $185m of USPP Notes maturing in three tranches ($139m in 2021, $25m in 2024 and $21m in 2026). The interest
rate payable on the Notes is at a margin over US treasury rate for the appropriate period. The USPP proceeds were swapped to Sterling to
give £109m (£82m in 2021, £15m in 2024 and £12m in 2026) and the net debt includes retranslation of the USPP funds at the rates achieved
where hedged by cross-currency swaps. The fair value of the cross-currency rate swap at 31 March 2017 was £39m (2016: £20m).
£560m revolving credit facility (RCF) and £50m bilateral agreement
The Group has a £560m RCF, which matures in July 2019. The interest rate payable in respect of drawings under this facility is at a margin
over LIBOR and for the appropriate period. The actual margin applicable to any drawing depends on the ratio of net debt to EBITDA
calculated in respect of the most recent accounting period. In addition to the RCF, the Group also has a £50m bilateral agreement
on the same terms, signed in July 2014, which matures in July 2019.
£100m term loan
Following repayment of £50m from the bond proceeds, the Group has a committed term loan of £50m (March 2016: £100m), with a final
maturity date of July 2019. The interest rate payable in respect of drawings under this facility is at a margin over LIBOR for the appropriate
period. The actual margin applicable to any drawing depends on the ratio of net debt to EBITDA calculated in respect of the most recent
accounting period.
Receivables purchase agreement
In September 2016, the Group signed a £75m receivables purchase agreement which matures in September 2018 and is included within
committed facilities. The Group has the ability on a rolling basis to sell its receivables to a third party vehicle in exchange for a discounted
consideration. The Group is deemed to control the third party vehicle and therefore continues to consolidate the relevant receivables on
the grounds that substantially not all the risks and rewards of ownership have been transferred under the programme.
103
Annual Report 2017 TalkTalk Telecom Group PLC 18. Cash and cash equivalents and borrowings continued
(b) Borrowings comprise: continued
Borrowing facilities continued
Uncommitted money market facilities and bank overdrafts
These facilities are used to assist in short term cash management; these uncommitted facilities bear interest at a margin over the Bank of England
base rate.
New £640m revolving credit facility (RCF)
On 8 May 2017, the Group refinanced the 2014 RCF, the 2014 bilateral agreement and the £100m term loan. The new £640m 2017 RCF is a
five year committed facility which contains financial covenants that restrict the ratio of net debt to EBITDA and requires minimum levels of
interest cover. The interest rate payable on this facility is at a margin over LIBOR for the appropriate period. The actual margin applicable to
any drawing depends on the ratio of net debt to EBITDA calculated in respect of the most recent accounting period.
19. Financial risk management and derivative financial instruments
The book value and fair value of the Group’s financial assets, liabilities and derivative financial instruments, are as follows:
Financial assets⁽¹⁾
Cash and cash equivalents
Trade and other receivables⁽²⁾
Non-current investments and investment in joint venture
Non-current trade and other receivables
Derivative instruments in designated hedge accounting relationships:
Derivative financial instruments⁽³⁾
Financial liabilities⁽¹⁾
Trade and other payables
Borrowings before derivatives
Derivative instruments in designated hedge accounting relationships:
Derivative financial instruments⁽³⁾
2017
£m
50
369
8
6
31
2016
£m
10
294
9
3
18
(460)
(871)
(501)
(709)
–
(1)
(867)
(877)
(1) The Group has no financial instruments designated as fair value through the profit and loss (FVTPL).
(2) Accrued income has been included within the other receivables so as to give completeness over the Group’s future cash inflows.
(3) Derivative financial instruments of £32m (2016: £20m) relates to the USPP Notes, and (£1m) (2016: (£2m)) relates to interest rate hedges.
(a) Financial instruments
The Group’s activities expose it to a variety of financial risks including market risk (such as currency risk and interest rate risk), credit risk and
liquidity risk. The Group treasury function uses certain financial instruments to mitigate potential adverse effects on the Group’s financial
performance from these risks. These financial instruments primarily consist of bank loans and cross-currency rate swaps. Other products,
such as currency options, can also be used depending on the risks to be covered, but have not been used in the current or preceding
financial year. The Group does not trade or speculate in any financial instruments.
The Group has cash flow hedges in place to (a) swap the interest rate risk on the bank debt from floating to fixed rates. The outstanding swaps
mature between December 2017 and January 2019 and (b) swap the currency and interest rate risk on the USPP debt from USD to GBP and
from fixed US Treasury interest rates to fixed GBP interest rates. The outstanding swaps cover the semi-annual cash flows associated with
the USPP debt and final maturities are in intervals to match the USPP debt maturities. These hedges have been fully effective from inception.
The fair value measurement is classified as Level 2 (2016: Level 2), derived from other observable market data; this means that their fair
value is based upon the mark to market valuation at the balance sheet date. Fair value measurement at Level 2 gives consideration to interest
rates, yield curves and foreign exchange rates at commonly quoted intervals for relevant currencies. The Group has also assessed the credit
risk within its financial instruments. The fair value of these instruments at 31 March 2017 is £38m (2016: £17m). A loss of £5m (2016: gain of £2m)
has been recognised in other comprehensive income in the period ended 31 March 2017. As the hedges were fully effective there has been
no income statement or tax impact.
(b) Embedded derivatives
No contracts with embedded derivatives have been identified and accordingly, no such derivatives have been accounted for separately.
104
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 19. Financial risk management and derivative financial instruments continued
(c) Foreign exchange risk
The Group uses spot and forward foreign exchange trading to hedge transactional exposures, which arise mainly through cost of sales and
operating expenses and are primarily denominated in Euro and US Dollar. The Group also uses cross-currency swaps to hedge its US Dollar
denominated borrowings (US Private Placement). At 31 March 2017, the adjustment to translate our net debt to Sterling at swap rates to
reflect the impact of hedging was £39m (2016: £20m).
Borrowings and foreign exchange contracts are sensitive to movements in foreign exchange rates; this sensitivity can be analysed in comparison
to year-end rates. There would be no material impact of a 10% movement in the UK Sterling/Euro or UK Sterling/US Dollar exchange rate on
either the income statement or other equity. The effect of foreign exchange derivatives on borrowings at the year end was as follows:
2017
Borrowings before derivatives
Derivatives
Borrowings after derivatives
2016
Borrowings before derivatives
Derivatives
Borrowings after derivatives
UK Sterling
£m
US Dollar
£m
723
–
723
148
(39)
109
UK Sterling
£m
US Dollar
£m
580
–
580
129
(20)
109
Total
£m
871
(39)
832
Total
£m
709
(20)
689
During the year, the Group used derivatives for the management of US Private Placement debt, foreign currency cash balances and foreign
currency trading balances.
(d) Interest rate risk
The Group’s interest rate risk arises primarily from cash, cash equivalents and borrowings, all of which are at floating rates of interest and
thus expose the Group to cash flow interest rate risk. These floating rates are linked to LIBOR and other interest rate bases as appropriate
to the instrument and currency. Future cash flows arising from these financial instruments depend on interest rates and periods for each
loan or rollover. As detailed in section (a), the Group has cash flow hedges in place to mitigate its interest rate risk on its borrowings.
The fair value measurement is classified as Level 2 (2016: Level 2), derived from other observable market data; this means that their fair value
is based upon the mark to market valuation at the balance sheet date. Fair value measurement at Level 2 gives consideration to interest rates,
yield curves and foreign exchange rates at commonly quoted intervals for relevant currencies. The Group has also assessed the credit risk
within its financial instruments.
Cash and borrowings, as well as some foreign exchange products, are sensitive to movements in interest rates and such movements have
been analysed in the table below by calculating the effect on the income statement and equity of a one percentage point movement in the
interest rate for the currencies in which most Group cash and borrowings are denominated. Funding to related parties has been offset against
gross borrowings in calculating these sensitivities. This annualised analysis has been prepared on the assumption that the year-end positions
prevail throughout the year, and therefore may not be representative of fluctuations in levels of borrowings.
100 basis points movement in the UK Sterling interest rate
Income statement movement
2017
£m
2
2016
£m
4
105
Annual Report 2017 TalkTalk Telecom Group PLC 19. Financial risk management and derivative financial instruments continued
(e) Liquidity risk
The Group manages its exposure to liquidity risk by regularly reviewing the long and short term cash flow projections for the business against
facilities and other resources available to it.
During 2017 the Group continued to diversify its sources of funding with the objective of increasing the tenor of its credit facilities, reducing
reliance on any one market, increasing its operational flexibility and managing cost. This was evidenced in the period as the Group issued
£400m Senior Notes in the GBP public debt market, entered into a £75m receivables purchase agreement, executed the sale and leaseback
of a data centre in Milton Keynes and, following the year end, refinanced its core bank facilities into a new £640m revolving credit facility.
These new facilities together with the Group’s share capital and reserves, existing US Private Placement and a number of equipment and
property leases form the Group’s core financing. In addition to focusing on its core sources of liquidity, the Group uses a mix of overdrafts,
short-dated uncommitted money market facilities, receivables factoring and commercial supplier terms to manage its day to day liquidity
position. The Group will continue to review its sources of finance going forward.
Headroom is assessed based on historical experience as well as by assessing current business risks, including foreign exchange movements.
The table below analyses the Group’s financial liabilities into relevant maturity groupings. The amounts disclosed in the table are the contractual
undiscounted gross cash flows assuming year-end interest rates remain constant and that borrowings are paid in full in the year of maturity.
2017
Borrowings
Derivative financial instruments –
receivable
Trade and other payables
2016
Borrowings
Derivative financial instruments –
receivable
Trade and other payables
Less than
1 year
£m
1 to 2 years
£m
2 to 3 years
£m
3 to 4 years
£m
4 to 5 years
£m
More than
5 years
£m
Total
£m
(39)
(91)
(293)
(26)
(531)
(41)
(1,021)
–
(511)
(550)
Less than
1 year
£m
–
–
–
–
–
–
29
–
10
–
39
(511)
(91)
(293)
(26)
(502)
(31)
(1,493)
1 to 2 years
£m
2 to 3 years
£m
3 to 4 years
£m
4 to 5 years
£m
More than
5 years
£m
Total
£m
(46)
(44)
(18)
(539)
(5)
(135)
(787)
–
(563)
(609)
–
–
–
–
–
–
–
–
20
–
20
(563)
(44)
(18)
(539)
(5)
(115)
(1,330)
(f) Credit risk
The Group’s exposure to credit risk is regularly monitored. Debt, investments, foreign exchange and derivative transactions are all spread
amongst a number of banks, all of which have short or long term credit ratings appropriate to the Group’s exposures. Trade receivables
primarily comprise balances due from fixed line customers, and provision is made for any receivables that are considered to be irrecoverable.
(g) Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return
to stakeholders.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 18, cash and cash equivalents and equity
attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group’s Board reviews the capital
structure on an annual basis including reviewing opportunities to access other sources of finance including the public debt markets.
The Group uses the ratio of net debt to headline EBITDA to monitor its capital structure and has a medium term ratio target of 2.0x.
The ratio at 31 March 2017 is 2.57x (2016: 2.61x) and the Board expects the ratio will return to its target in the medium term.
The net debt to Headline EBITDA ratio at the year end is as follows:
Debt
Cash and cash equivalents
Derivatives
Net debt
Headline EBITDA
Net debt to Headline EBITDA ratio
106
2017
£m
2016
£m
(871)
(709)
50
39
10
20
(782)
(679)
304
2.57x
260
2.61x
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 20. Provisions
The tables below analyses the Group’s provisions:
Current
Non-current
2017
Opening balance
Charged to income statement
Released to income statement
Utilised in the year
Closing balance
2016
Opening balance
Charged to income statement
Released to income statement
Utilised in the year
Closing balance
2017
£m
22
14
36
One Company
integration
£m
Property
£m
Contract
and other
£m
1
–
–
–
1
12
4
(1)
–
15
16
16
(1)
(11)
20
One Company
integration
£m
Property
£m
Contract
and other
£m
1
–
–
–
1
2
11
(1)
–
12
32
17
–
(33)
16
2016
£m
18
11
29
Total
£m
29
20
(2)
(11)
36
Total
£m
35
28
(1)
(33)
29
Accounting policy
Provisions are recognised when a legal or constructive obligation exists as a result of past events and it is probable that an outflow of
resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are
discounted where the time value of money is considered to be material.
Provisions are categorised as follows:
One Company integration
These provisions relate principally to reorganisation costs and are only recognised where plans are demonstrably committed and where
appropriate communication to those affected has been undertaken at the balance sheet date. These provisions are expected to be utilised
over the next twelve months.
Property
Property provisions relate to dilapidations and similar property costs, and costs associated with onerous property contracts. All such provisions
are assessed by reference to the terms and conditions of the contract and market conditions at the balance sheet date. Onerous property
contracts are expected to be utilised over the next seven years. Dilapidation provisions are expected to be utilised as and when properties
are exited. These provisions include the costs of exiting our Warrington and Irlam sites, as the Group relocates to one site at the Soapworks
in Salford.
Contract and other
Contract and other provisions relate to SIM replacement costs as part of the mobile migration programme provided for in a prior year.
The remaining provisions relate to onerous contracts and contracts with unfavourable terms, anticipated costs of unresolved legal disputes
and committed costs relating to exceptional projects. All such provisions are assessed by reference to the best available information at the
balance sheet date.
107
Annual Report 2017 TalkTalk Telecom Group PLC 21. Share capital
Authorised, issued and fully paid
Ordinary shares of 0.1p each
2017
million
2016
million
2017
£m
2016
£m
955
955
1
1
The Company has one class of ordinary share that carries no right to fixed income. The holders of ordinary shares are entitled to receive
dividends as declared and are entitled to one vote per share at meetings of the Company.
22. Reserves
Share premium
The share premium account records the difference between the nominal amount of shares issued and the fair value of the consideration
received. The share premium account may be used for certain purposes specified by UK law, including to write off expenses incurred on any
issue of shares or debentures and to pay up fully paid bonus shares. The share premium account is not distributable but may be reduced by
special resolution of the Company’s ordinary shareholders and with court approval.
Translation reserve
The results of overseas operations are translated at the average foreign exchange rates for the year, and their balance sheets are translated
at the rates prevailing at the balance sheet date. Exchange differences arising on the translation of opening net assets and results of overseas
operations are recognised in the translation and hedging reserve. All other exchange differences are included in the income statement.
Demerger reserve
The demerger reserve primarily reflects the profits or losses arising on the transfer of investments and net assets of CPW on demerger.
Other reserve – Group ESOT
The Group ESOT held five million shares at 31 March 2017 (2016: nine million) in the Company for the benefit of employees. The decrease in
the number of shares held is due to employees participating in the Group schemes exercising their options during the year. During the prior
year, the Trustees of the Group ESOT reassessed their holdings in relation to the number of options expected to be exercised in the future.
This resulted in the sale of 20 million shares, generating net proceeds of £61m. The Group ESOT has waived its rights to receive dividends
and none of its shares have been allocated to specific schemes. At the year end the shares had a market value of £10m (2016: £22m).
23. Analysis of changes in net debt
Opening
£m
Net
cash flow
£m
Non-cash
movements
£m
10
(709)
20
(689)
(679)
40
(143)
–
(143)
(103)
–
(19)
19
–
–
Opening
£m
Net
cash flow
£m
Non-cash
movements
£m
10
(615)
16
(599)
(589)
–
(90)
–
(90)
(90)
–
(4)
4
–
–
Closing
£m
50
(871)
39
(832)
(782)
Closing
£m
10
(709)
20
(689)
(679)
2017
Cash and cash equivalents
Borrowings
Derivatives
Total net debt
2016
Cash and cash equivalents
Borrowings
Derivatives
Total net debt
108
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the consolidated financial statements continued 24. Commitments under operating leases
The Group leases network infrastructure and offices under non-cancellable operating leases. The leases have varying terms, purchase
options, escalation clauses and renewal rights. There were no leases which were individually significant to the Group.
Due to the forthcoming adoption in the year ended 31 March 2019 of IFRS 16 ‘Leases’, impacting lease recognition, the Group has reviewed
the completeness of its existing disclosure. Accordingly, the 2016 comparatives have been restated to ensure comparable information
is presented. The previously presented 2016 total of £175m has been restated to £193m in the table below.
The Group had outstanding commitments for future minimum payments due as follows:
Less than 1 year
2 to 5 years
Greater than 5 years
2017
Network
equipment
28
43
8
79
Property
12
38
72
122
Total
£m
40
81
80
201
2016 restated
Network
equipment
29
52
9
90
Property
11
37
55
103
Total
£m
40
89
64
193
25. Commitments
The Group has in the normal course of business entered into various multi-year supply and working capital agreements for core network,
IT and customer equipment. As at 31 March 2017, expenditure contracted, but not provided for in these financial statements amounted to
£231m (2016: £318m). Of this amount, £65m (2016: £55m) related to capital commitments and £39m (2016: £25m) related to the supply
of customer equipment.
26. Related party transactions
a) Subsidiaries and joint ventures
Details of subsidiaries and joint ventures are disclosed in notes 13 and 14 respectively.
b) Directors
The remuneration of the Directors, who are some of the key management personnel of the Group, is set out in the Directors’ Remuneration
Report on pages 44 to 62. The remuneration of all key management personnel is disclosed in note 4.
27. Post balance sheet event
Following the year end, the Board has decided not to pursue a femto-enabled, inside-out network strategy and instead we will continue to
work closely with Telefónica UK on the right platform and customer offering.
109
Annual Report 2017 TalkTalk Telecom Group PLC Company balance sheet
Company number: 07105891
As at 31 March 2017
Non-current assets
Investments in subsidiaries and joint ventures
Derivative financial instruments
Current assets
Cash and cash equivalents
Corporation tax receivable
Trade and other receivables
Total assets
Current liabilities
Trade and other payables
Non-current liabilities
Borrowings
Derivative financial instruments
Total liabilities
Net assets
Equity
Share capital
Share premium
Retained earnings and other reserves⁽¹⁾
Total equity
(1) The Company’s profit for the year was £111m (2016: £9m).
Notes
2017
£m
2016
£m
4
5
6
7
1,189
31
1,220
121
–
646
767
1,196
18
1,214
634
2
15
651
1,987
1,865
(55)
(55)
(871)
–
(871)
(926)
(55)
(55)
(709)
(1)
(710)
(765)
1,061
1,100
9
10
10
1
684
376
1
684
415
1,061
1,100
The accompanying notes are an integral part of this Company balance sheet.
These financial statements were approved and authorised for issue by the Board on 10 May 2017. They were signed on its behalf by:
T Harrison
Chief Executive Officer
I Torrens
Chief Financial Officer
110
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Company cash flow statement
For the year ended 31 March 2017
Operating activities
Operating loss
Share-based payments
Impairment loss
Operating cash flows before movements in working capital
(Increase)/decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Cash generated from operations
Income taxes received
Net cash flows (used in)/generated from operating activities
Investing activities
Dividend received
Cash flows used in investing activities
Financing activities
Repayments of borrowings
Drawdown of borrowings
Interest paid
Dividends paid
Cash flows used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the start of the year
Cash and cash equivalents at the end of the year
The accompanying notes are an integral part of this Company cash flow statement.
Notes
2017
£m
2016
£m
(24)
(3)
5
22
3
(617)
1
(613)
2
(611)
140
140
(315)
458
(35)
(150)
(42)
(513)
634
121
5
–
2
49
56
107
–
107
–
–
–
90
(22)
(135)
(67)
40
594
634
3
111
Annual Report 2017 TalkTalk Telecom Group PLC
Company statement of changes in equity
For the year ended 31 March 2017
At 1 April 2015
Profit for the year
Other comprehensive income
Items that may be reclassified to profit or loss:
Gain on hedge of a financial instrument
Total other comprehensive income
Total comprehensive income
Transactions with the owners of the Company
Share-based payments reserve credit
Share-based payments reserve debit
Equity dividends
Total transactions with the owners of the Company
At 31 March 2016
Profit for the year
Other comprehensive expense
Items that may be reclassified to profit or loss:
Loss on hedge of a financial instrument
Total other comprehensive expense
Total comprehensive income
Transactions with the owners of the Company
Share-based payments reserve credit
Equity dividends
Total transactions with the owners of the Company
At 31 March 2017
Share
capital
£m
Notes
1
–
–
–
–
–
–
–
–
1
–
–
–
–
–
–
–
1
3
3
Share
premium
£m
684
Retained
earnings
and other
reserves
£m
Total
equity
£m
535
1,220
–
–
–
–
–
–
–
–
684
–
–
–
–
–
–
–
9
2
2
9
2
2
11
11
5
(1)
(135)
(131)
415
111
(5)
(5)
5
(1)
(135)
(131)
1,100
111
(5)
(5)
106
106
5
(150)
(145)
5
(150)
(145)
684
376
1,061
The accompanying notes are an integral part of this Company statement of changes in equity.
112
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Notes to the Company financial statements
1. Accounting policies and basis of preparation
Basis of preparation
The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as
adopted for use in the European Union (EU) and as applied in accordance with the provisions of the Companies Act 2006. These financial
statements therefore comply with Article 4 of the European Union International Accounting Standard regulation.
The financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments and
investments. The financial statements are presented in Sterling, rounded to the nearest million, because that is the currency of the principal
economic environment in which the Company operates.
The financial statements have been prepared on the going concern basis. Details of the considerations undertaken by the Board in reaching
this conclusion are set out on page 21 within the Chief Financial Officer’s Statement.
Accounting policies
The Company’s accounting policies are in line with the Group’s accounting policy as set out in note 1 of the Group consolidated financial
statements. Where an accounting policy is generally applicable to a specific note, the policy is described within that note.
Significant accounting judgements, estimates and assumptions
There are no significant accounting judgements and estimates in preparing the Company financial statements.
2. Profit for the year
The Company has not presented its own profit and loss account as permitted by Section 408 of the Companies Act 2006.
The Company reported a profit of £111m for the year ended 31 March 2017 (2016: £9m). This includes a dividend from a subsidiary of £140m
(2016: £nil).
The auditor’s remuneration for audit and other services is disclosed in the Corporate Governance Report on page 43.
Detailed disclosures of the Directors’ remuneration and share-based payments are given in the audited section of the Directors’
Remuneration Report on pages 53 to 62 and should be regarded as an integral part of this note.
In the current and prior year, the Directors’ remuneration was borne by another Group company and not recharged.
The Company has no employees other than Directors.
3. Dividends
Accounting policy
Dividends receivable from the Company’s subsidiaries and joint venture investments are recognised only when they are approved or paid
by shareholders.
Final dividend distributions to the Company’s shareholders are recognised as a liability in the financial statements in the period in which they
are approved by the Company’s shareholders. Interim dividends are recognised in the period in which they are paid.
Final dividend for the year ended 31 March 2015 of 9.20p per ordinary share
Interim dividend for the year ended 31 March 2016 of 5.29p per ordinary share
Final dividend for the year ended 31 March 2016 of 10.58p per ordinary share
Interim dividend for the year ended 31 March 2017 of 5.29p per ordinary share
Total ordinary dividends⁽¹⁾
2017
£m
–
–
100
50
150
2016
£m
85
50
–
–
135
(1)
The proposed final dividend for the year ended 31 March 2017 of 5.0p (2016: 10.58p) per ordinary share on approximately 950 million (2016: 946 million) ordinary shares
(approximately £48m) was approved by the Board on 10 May 2017 and has not been included as a liability as at 31 March 2017.
The Group ESOT has waived its rights to receive dividends in the current and prior year and this is reflected in the analysis above.
113
Annual Report 2017 TalkTalk Telecom Group PLC Notes to the Company financial statements continued
4. Investments
Accounting policy
Investments in subsidiaries and joint venture are recorded at cost, being the fair value of consideration, acquisition charges associated with
the investment and capital contributions by way of share-based payments, less any provision for impairment.
Subsidiaries
Joint venture
Opening net book value
Additions
Impairment
Closing net book value
2017
£m
1,166
23
1,189
2017
£m
2016
£m
1,161
35
1,196
2016
£m
1,196
1,184
15
(22)
12
–
1,189
1,196
Joint venture
The Company holds 14.3% of the ordinary share capital of YouView TV Limited, a joint venture with The British Broadcasting Corporation,
ITV Broadcasting Limited, British Telecom PLC, Channel Four Television Corporation, Arqiva Limited and Channel 5 Broadcasting Limited.
Further details relating to the joint venture are disclosed within note 14 to the consolidated financial statements.
Principal Group investments
A full list of subsidiaries, joint arrangements, associated undertakings and any significant holdings (as defined in the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008) is presented in note 13 of the Group consolidated financial statements.
Additions
The additions in the year comprise:
• £5m relating to share-based payment schemes issued by the Company (2016: £4m); and
• £10m relating to the YouView joint venture (2016: £8m).
Impairment
The impairment in the year comprises:
• £22m relating to the YouView joint venture (2016: £nil).
5. Trade and other receivables
Amounts owed by Group undertakings
Prepayments and accrued income
2017
£m
632
14
646
2016
£m
8
7
15
Interest on intercompany funding is calculated at the Bank of England base rate plus 2%; intercompany deposits receive interest at the
Bank of England base rate with no margin. Interest is either paid or capitalised monthly as appropriate. Where they exist, currency balances
are calculated at similar rates.
Interest is not charged on balances arising between Group companies as a result of intercompany trading; such balances are settled
regularly in line with agreed terms of trade within 30 to 60 days.
114
TalkTalk Telecom Group PLC Annual Report 2017Financial statements 6. Trade and other payables
Amounts owed to Group undertakings
Accruals and deferred income
2017
£m
55
–
55
2016
£m
53
2
55
Interest on intercompany funding is calculated at the Bank of England base rate plus 2%; intercompany deposits receive interest at the
Bank of England base rate with no margin. Interest is either paid or capitalised monthly as appropriate. Where they exist, currency balances
are calculated at similar rates.
Interest is not charged on balances arising between Group companies as a result of intercompany trading; such balances are settled
regularly in line with agreed terms of trade within 30 to 60 days.
7. Borrowings
Non-current
Loans
2017
£m
871
2016
£m
709
The details of the loans are disclosed within note 18 to the consolidated financial statements and should be regarded as an integral part
of these financial statements.
8. Financial risk management and derivative financial instruments
The book value and fair value of the Company’s financial assets, liabilities and derivative financial instruments, are as follows:
Financial assets⁽¹⁾
Cash and cash equivalents
Trade and other receivables⁽²⁾
Non-current investments and investment in joint venture
Derivative instruments in designated hedge accounting relationships:
Derivative financial instruments⁽³⁾
Financial liabilities⁽¹⁾
Trade and other payables
Borrowings before derivatives
Derivative instruments in designated hedge accounting relationships:
Derivative financial instruments⁽³⁾
2017
£m
121
646
1,189
2016
£m
634
15
1,196
31
18
(55)
(871)
(55)
(709)
–
(1)
1,061
1,098
(1) The Company has no financial instruments designated as FVTPL.
(2) Accrued income has been included within the other receivables so as to give completeness over the Company’s future cash inflows.
(3) Derivative financial instruments of £32m (2016: £20m) relates to the USPP Notes, and (£1m) (2016: (£2m)) relates to interest rate hedges.
The details of the Company’s risk management activities are disclosed within note 19 to the consolidated financial statements and should be
regarded as an integral part of these financial statements.
9. Share capital
Allotted, called up and fully paid
Ordinary shares of 0.1p each
2017
million
2016
million
2017
£m
2016
£m
955
955
1
1
115
Annual Report 2017 TalkTalk Telecom Group PLC Notes to the Company financial statements continued
10. Reserves
Share premium
The share premium account records the difference between the nominal amount of shares issued and the fair value of the consideration
received. The share premium account may be used for certain purposes specified by UK law, including to write off expenses incurred on any
issue of shares or debentures and to pay up fully paid bonus shares. The share premium account is not distributable but may be reduced by
special resolution of the Company’s ordinary shareholders and with court approval.
Other reserve – Group ESOT
The Group ESOT held five million shares at 31 March 2017 (2016: nine million) in the Company for the benefit of employees. During the prior
period, the Trustees of the Group ESOT reassessed their holdings in relation to the number of options expected to be exercised in the future.
This resulted in the sale of 20 million shares, generating net proceeds of £61m. The Group ESOT has waived its rights to receive dividends
and none of its shares have been allocated to specific schemes. At the year end the shares had a market value of £10m (2016: £22m).
11. Audit exemption note
The Company is entitled to exemption from audit for its subsidiaries under Section 479A of the Companies Act 2006 for the year ended
31 March 2017.
The Directors have applied this exemption for the following subsidiaries:
Company name
Executel Ltd
Greystone Telecom Ltd
Green Dot Property Management Limited
Tiscali UK Limited
Company number
05227052
04066365
05705868
03408171
The Directors acknowledge their responsibility for complying with the requirements of the Companies Act 2006 with respect to accounting
records and the preparation of accounts.
116
TalkTalk Telecom Group PLC Annual Report 2017Financial statements Other information
Five year record (unaudited)
Headline results
Revenue
Profit for the year attributable to the owners of the Company
Net assets
Non-current assets
Net current liabilities excluding provisions
Non-current liabilities excluding provisions
Provisions
Net assets
Headline earnings per share
Basic (p)
Diluted (p)
Statutory earnings per share
Basic (p)
Diluted (p)
2017
£m
1,783
100
2016
£m
2015
£m
2014
£m
2013
£m
1,838
79
1,795
76
1,727
61
1,670
132
1,126
1,169
1,109
1,039
1,046
(79)
(871)
(36)
140
10.5
10.4
6.1
6.0
(224)
(685)
(29)
231
8.4
8.3
0.2
0.2
(161)
(616)
(35)
297
8.2
8.1
7.8
7.7
(223)
(460)
(9)
347
6.8
6.6
3.1
3.0
(216)
(375)
(13)
442
14.9
14.0
11.3
10.6
Headline earnings represent the Group’s income statement stated before the non-operating amortisation and exceptional items.
117
Annual Report 2017 TalkTalk Telecom Group PLC Glossary
ADSL
ARPU
CAGR
CGU
Churn
Asymmetric Digital Subscriber Line technology enables data transmission over existing copper wiring at data rates
several hundred times faster than analogue modems, providing for simultaneous delivery of voice, video and data
Average Revenue Per User on a monthly basis
Compound Annual Growth Rate
Cash generating unit
A measure of the number of subscribers moving into or out of a product or service over a specific period of time
The Company
TalkTalk Telecom Group PLC
Companies Act
Companies Act 2006
CPW
CRM
Demerger
DSLAM
EBIT
EBITDA
EFM
EPS
Ethernet
The Carphone Warehouse Group PLC, its subsidiary companies, joint ventures and investments
Customer Relationship Management
The demerger of the The Carphone Warehouse Group PLC into TalkTalk Telecom Group PLC and Carphone Warehouse
Group PLC effective on 26 March 2010
Digital Subscriber Line Access Multiplexer
Earnings Before Interest and Taxation
Earnings Before Interest, Taxation, Depreciation and Amortisation
Ethernet in the First Mile
Earnings Per Share
Ethernet is a protocol that controls data transmission over a communications network often referred to as a family
of frame-based computers
Femto cells
Small low power cellular base station
FRC
FTTC
FTTP
Gbps
GEA
Financial Reporting Council
Fibre to the Cabinet
Fibre to the Premise
Gigabits per second
Generic Ethernet Access
GEA Guard band
spectrum
Unused part of the radio spectrum between adjacent radio bands
GPS
Global Positioning System
The Group
The Company, its subsidiaries and entities which are joint ventures
Group ESOT
TalkTalk Telecoms Holdings Employee Share Option Trust
Headline
information
Headline information represents the Group’s income statement, stated before the amortisation of acquisition
intangibles and exceptional items that are considered to be one-off, non-recurring in nature and so material that the
Directors believe that they require separate disclosure to avoid distortion of underlying performance and should be
separately presented on the face of the income statement
HD
IP
ISP
LLU
High Definition
Internet Protocol is the packet data protocol used for routing and carriage of messages across the internet and similar
networks. IP performs the addressing function and contains some control information to allow packets to be routed
through networks
Internet Service Provider
Local Loop Unbundling
Mbit/s/Mbps
Unit of data transfer rate equal to 1,000,000 bits per second
MPF
Metallic Path Facility provides both broadband and telephony services to customers from TalkTalk Group
exchange infrastructure
118
TalkTalk Telecom Group PLC Annual Report 2017Other information MSAN
MVNO
Multi-Service Access Nodes
Mobile Virtual Network Operator
Narrowband
Telecommunication service that carries voice information in a narrowband of frequencies
Net debt
NGN
On-net
Operating free
cash flow
Borrowings net of cash held on deposit at financial institutions
Next Generation Network
The Group’s unbundled network
Cash generated from operations before exceptional items, interest, taxation, dividend payments and investments
Operating profit
Profit before finance costs and taxation
OTT
Over the Top
Quad play
A customer that takes voice, broadband, TV and MVNO services from the Group
RCF
RGU
Revolving Credit Facility
Revenue generating unit
SMPF or partial
unbundling
Shared Metallic Path Facility provides broadband services to customers from TalkTalk Group exchange infrastructure
SME
SVP
Small and Medium sized Enterprises
Shareholder Value Plan
Triple play
A customer that takes voice, broadband and TV services from the Group
TSR
TVOD
Total Shareholder Return
TV on Demand
UK Corporate
Governance Code
UK Corporate Governance Code published by the FRC in May 2011
Unbundling
Process by which BT makes available its local network to third party broadband service providers
VES
VoIP
VNL
WAEP
Wi-Fi
Value Enhancement Scheme
Voice over Internet Protocol
Video Network Limited
Weighted Average Exercise Price
Trademark of the Wi-Fi Alliance often used as a general term for wireless networking technology that uses radio waves
to provide wireless high-speed internet and network connections
119
Annual Report 2017 TalkTalk Telecom Group PLC Financial calendar
Advisers
Ex-dividend date
Record date
AGM
Dividend payment date
6 July 2017
7 July 2017
19 July 2017
4 August 2017
Corporate brokers:
Deutsche Bank AG
1 Great Winchester Street, London EC2N 2DB
Barclays Capital
5 The North Colonnade
Canary Wharf, London E14 4BB
Registrars:
Equiniti Limited
Aspect House, Spencer Road
Lancing, West Sussex BN99 6DA
Auditor:
Deloitte LLP
2 New Street Square
London EC4A 3BZ
120
TalkTalk Telecom Group PLC Annual Report 2017Other information About this report
This report was printed in the UK by CPI Colour, a CarbonNeutral®
printing company� The report was printed using vegetable-based
inks and produced on one site, avoiding the need for transportation
between processes�
The material used in this report is Cocoon Offset, which comprises
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TalkTalk Telecom Group PLC
Registered in England and Wales No� 7105891
11 Evesham Street, London W11 4AR
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