2021
ANNUAL REPORT
TalkTalk Telecom Group Limited
(formerly TalkTalk Telecom Group PLC)
Contents
Strategic report
IFC At a glance
2
Our business model
4
Our strategy
6
Key performance indicators
8
Business and financial review
13 Principal risks and uncertainties
18 Section 172
24 Regulatory environment
26 Corporate social responsibility
Corporate governance
30 Corporate governance
35 Audit Committee report
38 Directors’ remuneration report
53 Directors’ report
55 Directors’ responsibility statement
Financial statements
56 Independent auditor’s report
66 Consolidated income statement
67 Consolidated balance sheet
68 Consolidated cash flow statement
69 Consolidated statement of changes in equity
70 Notes to the consolidated financial statements
108 Company balance sheet
109 Company cash flow statement
110 Company statement of changes in equity
111 Notes to the Company financial statements
Other information
116 Five year record (unaudited)
117 Alternative performance measures
118 Glossary
120 Registered office
120 Advisers
Over 3,000
unbundled
exchanges
47,300
high-speed
Ethernet
connections
96%
population
coverage
UK’s
largest
wholesale
broadband
provider
Over
4 million
broadband
customers
957 million
GB average
customer
downloads per
month
2.8 million
FTTC and FTTP
customers
2,019
employees
(as at 28
February 2021)
HQ
Salford, Greater
Manchester
At a glance
Stay up to date at
www.talktalkgroup.com
TalkTalk is the UK’s leading value for money connectivity provider. We believe that simple, affordable, reliable and fair connectivity should be
available to everyone.
Since entering the market in the early 2000s, we have a proud history as an innovative challenger brand ensuring customers benefit from more
choice, affordable prices and better services.
Today, we provide Fibre, broadband, landline, TV and mobile services to over four million customers. We serve our residential customers through
the TalkTalk brand, our business customers through TalkTalk Business, whilst also wholesaling to resellers via TalkTalk Wholesale Services. Our fixed
line network currently covers approximately 96% of UK homes, with unbundling equipment (such as digital subscriber line access multiplexers,
multi-service access nodes and Ethernet switches) installed in over 3,000 exchanges, which is the largest such deployment in the UK.
As we look forward, we are well positioned to benefit from the roll-out of Full Fibre (Fibre to the Premises or FTTP) across the UK as network builders
seek immediate access to high volumes of customers to support their investment. We therefore expect to be able to negotiate wholesale terms which
enable us to cost effectively migrate our new and existing customers at pace to higher bandwidth and more reliable connectivity products.
On 15 March 2021 TalkTalk was officially de-listed from the London Stock Exchange, following the acquisition of the Company by Tosca IOM Limited,
pursuant to a Scheme of Arrangement that became effective on 12 March 2021 (the “Public to Private Transaction”). As a consequence of the
transaction the Group re-registered from a public company called TalkTalk Telecom Group PLC to a private company called TalkTalk Telecom
Group Limited. For more information see the case study on the transaction on pages 22 and 23.
WHO WE ARE
We offer both residential
and Business customers
access to faster, more
reliable Fibre broadband,
predominantly provided
via our Fibre to the
Cabinet (FTTC) network.
Increasingly we are
connecting customers
to next generation FTTP
networks through
wholesale agreements
with Openreach,
CityFibre and other
alternative networks
(“altnets”).
We continue to provide
standard broadband
connectivity (ADSL) for
those customers who
do not yet require the
increased download
speeds offered by a
Fibre connection.
We continue to offer
fixed line Voice
connectivity to
residential and Business
customers. In addition
to this we offer great
value boosts, such as
unlimited UK calls and
calling packages which
give customers the
ability to save money
on items such as
international calls.
We offer data solutions
to Business customers
at great value through
our high bandwidth
Ethernet-based
connectivity services.
Within our product
portfolio we are
seeing a clear shift to
businesses demanding
higher capacity
gigabit services.
TalkTalk TV lets our
residential customers
choose their perfect
TV package through the
YouView platform –
with over 100 Freeview
channels – as well as
flexible access to an
extensive range of
premium content from
Sky and BT Sport, as
well as over the top
(OTT) services from
Netflix, Now TV and
Amazon Prime Video.
Our simple and
compelling proposition
allows residential
customers to access
unique offers in
partnership with O2.
WHAT WE DO
Broadband
Fibre
Fixed line voice
TV
Mobile
Data products
OUR CUSTOMERS
Consumer (B2C)
Our Consumer business provides affordable,
reliable fixed line connectivity through the
TalkTalk brand to residential customers.
Broadband is at the core of our proposition and is offered at varying
bandwidths, with 80% of the Consumer base now taking a Fibre
product. At present the vast majority of these are FTTC connections,
but increasingly we are migrating customers to FTTP services as and
when they are available.
In addition to the core Fibre broadband products, we offer sensibly
priced and revenue enhancing TV and fixed line telephony add-ons.
In particular, our TalkTalk TV add-ons provide flexible access to varied
free and pay-to-view third party content through the YouView platform.
We also offer residential customers an option to subscribe to O2’s
mobile services through our reseller agreement with them.
We are a value-centric business and always endeavour to save our
customers money versus our competitors with affordable and fair
prices, as well as the ability for customers to fix their price throughout
their contract term.
Business (B2B)
Our business arm, TalkTalk Business, is one of
the largest B2B telecommunication services
providers in the UK.
We offer a wide range of data connectivity and next generation
voice products to businesses throughout the country, including fixed
line telephony, broadband internet (including high-speed Ethernet),
data networking and other connectivity solutions. These services
are offered to private companies and public sector organisations,
both directly and on a wholesale basis through nearly 1,000 channel
partners. Through these partners, we are the UK’s largest provider of
wholesale broadband to small businesses and consumers, with over
50% market share.
We plan to further leverage our existing wholesale platform and
successful wholesale relationships to serve a broad range of potential
new customers, who can benefit from our scale and capability,
enabling us to enhance our propositions and drive financial benefits.
TalkTalk Telecom Group Limited
Annual Report 2021
1
OUR MODEL FOR
SUSTAINABLE GROWTH
Strong brand
recognition
Shareholder value
Dedicated and
talented employees
Significant
Government
support for Fibre
expansion
Fibre for everyone
Partnerships with
Fibre network
providers
Growing demand
for low cost fixed
connectivity
Effortless
customer
experience
Large and stable
customer base
Affordable and
reliable products
INPUTS
OUTPUTS
Our Purpose
Simple, affordable, reliable,
fair connectivity for everyone
Our Mission
To be the number one value
provider of fixed connectivity
C
o
n
s
u
m
e
r
Our purpose
Simple, affordable, reliable,
fair fixed connectivity
for everyone
Our mission
To be the only affordable scale
Full Fibre provider for
consumers and businesses
across the UK
L
e
v
e
r
a
gi
n
g
o
u
r
n
e
t
w
o
r
k
B
2
B
Read more about our services on page 1
HOW WE ARE CONNECTED
Ethernet
Home and business
Street cabinet
Fibre to the Cabinet (FTTC)
Fibre to the Premises (FTTP)
Owned equipment
in 3,000+ exchanges
Last mile supplied
by BT Openreach
and other altnet
FTTP providers
KEY
Price-regulated copper and Ethernet
Fibre partially regulated
Core optical network
Two separate national networks
supporting 9.6Tbps of capacity
Last mile
Our business model
STRATEGIC REPORT
STRATEGIC REPORT
TalkTalk Telecom Group Limited
Annual Report 2021
2
People
Customers
WHO WE DELIVER FOR
Our colleagues are our biggest asset and strength. Our workforce is knowledgeable, committed, collaborative and productive.
Selected in ‘Inclusive Top 50 UK Employers List’
It is vital that we engage with our customers to ensure we continue to
provide great products and services that meet their changing needs.
Over 4 million customers
Community
Regulators
We value our communities and are committed to doing business the
right way. We have a responsibility to ensure that we are contributing
to society.
Over £4m raised for Ambitious about Autism
since 2006
Regulation is vital to the success of our business, both by holding us to
account for our actions and for holding our suppliers to account for their
actions, whilst determining fair pricing.
Regulatory environment allows altnet ecosystem
to flourish giving customers more choice
Shareholders
Government
Suppliers
Our shareholders are the providers of capital, and continued access
to capital is of vital importance to the long term success of our business.
New shareholder structure post Public
to Private Transaction
Digital infrastructure is a Government priority with a focus on
ensuring nationwide access to gigabit capable broadband
connections as soon as possible.
Government ambition to enable FTTP to at least 85%
of UK homes by 2025
Our suppliers are fundamental to the quality of our products
and services.
Over £1.2bn spent with suppliers per annum
Read more about how we engage
with our stakeholders from pages 18 to 23
Unbundled exchanges
Collector node
Core
Transit and peering
Exchange backhaul in
1–10Gbps optical circuits
(increasingly 10Gbps)
supplied by BT Openreach
or Virgin Media
Owned equipment in collector
ring – 10Gbps optical circuit or
Dark Fibre supplied by BT,
SSE, GEO, VM and Eircom
Owned equipment across TalkTalk data
centres and UK telehouses. 100 and 200Gbps
wavelengths over Dark Fibre carrying traffic
across our UK national network
Owned equipment
in regional collector
nodes to extend core
optical network
Dark Fibre sourced under long term leases in a competitive market with no capacity constraints
TalkTalk Telecom Group Limited
Annual Report 2021
3
Our strategy
Whilst the ownership structure of TalkTalk has changed following the
Public to Private Transaction our strategic intent has not. We aim to
strengthen our position as the only affordable scale fixed connectivity
provider for consumers and businesses across the UK. Our strategy
is underpinned by the sharp growth in demand for data from both
consumers and businesses, which has been further accelerated by
the Covid-19 pandemic. We believe that our low cost base, our highly
efficient next generation network and our competitive wholesale
agreements enable us to maintain our low-priced market position
and grow our business sustainably and profitably.
Increasingly, the industry-wide adoption of Full Fibre across the UK is
expected to provide us with more opportunities to become a leader
in Full Fibre connectivity and further improve our value position by
reducing churn and operating costs. Our success in becoming a
leader in Full Fibre connectivity is expected to lead to sustainable,
profitable growth as further reductions in costs are expected to help
us continue to offer customers great value and grow our subscriber base.
We aim to deliver this strategy by focusing on six key areas:
Actions
• Materially improve customer
experience by:
- Continuing to transition customers
onto more reliable and fit for purpose
FTTC and FTTP products;
- Investing in new technologies, e.g.
digital first support model and more
automated customer journeys;
- Innovating within the network,
e.g. building capability for the
network to ‘self-drive’ through
incidents and outages to minimise
customer disruption; and
- Simplifying customer service
with a combination of UK-based
and offshore contact centres.
DELIVER A STEP CHANGE IN BRAND
CONSIDERATION AND NET PROMOTER SCORE (NPS)
Actions
• Continue to secure competitive
wholesale terms with FTTP network
providers.
• Build out our network and IT in parallel
to our infrastructure partners as they
roll-out to grow our FTTP base.
ACCELERATION OF
FULL FIBRE
NATIONAL PROVIDER OF SIMPLE,
AFFORDABLE, RELIABLE AND FAIR
FIXED LINE CONNECTIVITY FOR
HOMES AND BUSINESSES
Key metrics
• Brand
reputation
• NPS
• Churn
• Fibre (FTTC
and FTTP)
penetration
• Customer
growth
Key metrics
• FTTP customer
growth
• Fibre (FTTC
and FTTP)
penetration
• FTTP customer
value, e.g. ARPU
Please see glossary on pages 118 and 119 for definitions of various acronyms in this section.
STRATEGIC REPORT
TalkTalk Telecom Group Limited
Annual Report 2021
4
Actions
• Reset customer propositions,
whilst maintaining our position as
the UK’s leading value for money
connectivity provider.
• Transition customers onto more
reliable and fit for purpose FTTC
and FTTP products.
• Accelerate cross-selling of fairly
priced add-ons, e.g. OTT TV services,
without tying customers into high
priced bundles.
MAXIMISE THE VALUE OF EXISTING CONSUMER
AND DIRECT B2B CUSTOMERS
Actions
• Transition customers onto more
reliable and fit for purpose FTTC, FTTP
and 1Gb Ethernet products.
• Simplifying our own operations to
improve the ease with which our
customers can do business with us.
• Leverage our successful wholesale
business to enhance our proposition
and grow revenue and margin.
CONTINUE TO GROW TALKTALK
WHOLESALE SERVICES
Actions
• Transition our base onto more reliable
FTTC and FTTP products to
significantly lower cost to serve.
• Optimise the way we serve our
customers with the continued
roll-out of digital first support tools.
• Ensure our headcount reflects our
simpler set of priorities.
• Acquire customers more efficiently.
BE RIGOROUS ABOUT BEING
A VALUE PROVIDER
Actions
• Find new streams of growth and value
through innovation.
• Develop our retail and wholesale
platform business.
• Build strategic partnerships that
accelerate growth and value creation.
DEVELOP NEW STREAMS OF GROWTH
THROUGH INNOVATION
£
Key metrics
• Fibre (FTTC
and FTTP)
penetration
• Direct
customer
value, e.g. ARPU
and RGUs per
customer
• Churn
Key metrics
• Fibre (FTTC
and FTTP)
penetration
• Ethernet base
growth and 1Gb
penetration
• Wholesale
customer
value, e.g. ARPU
and RGUs per
customer
• Wholesale
revenue and
margin
Key metrics
• Revenue
• Margin
Key metrics
• Fibre (FTTC
and FTTP)
penetration
• Operating cost
reduction,
specifically
cost to serve
• Headcount
• Cost per
subscription
Please see glossary on pages 118 and 119 for definitions of various acronyms in this section.
TalkTalk Telecom Group Limited
Annual Report 2021
5
Key performance indicators
FINANCIAL METRICS
Statutory revenue (£m)
1,632
1,353
1,569
2019
2020
2021
Definition
Total Statutory revenue.
Comments
Statutory revenue was lower year on year largely
due to FY21 only including eleven months compared
to twelve in the comparatives. The remaining
contraction was driven by Covid-19 trading
restrictions, as well as continued industry-wide Voice
declines and the impact of a lower average base
year on year. We also saw lower non-core MVNO,
Carrier and Off-net revenue year on year.
Headline(¹) revenue excluding
Carrier and Off-net (£m)
1,544
1,313
1,518
2019
2020
2021
Definition
Total revenue before non-Headline items
and excluding Carrier and Off-net revenue.
Comments
This metric is our main Headline revenue KPI which
excludes low margin/volatile Carrier revenue and
non-core Off-net revenue, providing a better view
of the Group’s underlying revenue performance.
FY21 was lower year on year largely as it consisted
of eleven months compared to twelve in the
comparatives. The remaining contraction was
driven by Covid-19 trading restrictions, as well as
continued industry-wide Voice declines and the
impact of a lower average base year on year.
Headline(¹) EBITDA (£m)
237
249
308
2019
2020
2021
Definition
Total Headline earnings before interest, tax,
depreciation, amortisation and share of results
of joint ventures.
Comments
Headline EBITDA was lower year on year largely
due to FY21 only including eleven months
compared to twelve in the comparatives.
The remaining contraction was driven in part by
the lower revenue offset by cost to serve savings
from the increasing Fibre mix and lower SAC &
Marketing costs from a more efficient customer
acquisition and marketing model.
Statutory operating profit (£m)
Definition
Total Statutory operating profit.
Comments
Statutory operating profit was lower year on year
reflecting the Headline EBITDA contraction and
due to the profit on disposal (£127m) of our Fibre
Assets Business recognised within non-Headline
items in the prior year.
Headline(¹) basic EPS (p)
Definition
Basic EPS excluding non-Headline items.
Comments
The year on year reduction in Headline EPS reflects
the reduction in profit.
Net debt(¹) (£m)
781
6.0
47
972
2.1
32
954
5.3
197
2019
2020
2021
2019
2020
2021
2019
2020
2021
Definition
Represents total borrowings offset by cash and
cash equivalents.
Comments
Net debt increased slightly in the year with inflows
for Headline EBITDA and working capital offset by
outflows for capital expenditure, non-Headline
items, interest and tax, acquisitions and investments,
dividends and the ESOT share purchase.
We use the following key performance indicators (KPIs) to measure progress against our strategic objectives. As our strategy evolves we will
continue to review these KPIs to make sure they are the best measures to reflect our performance against our strategy. The financial metrics
for 2020 and 2021 are provided on an IFRS 16 basis. Since IFRS 16 was applied in 2020 using the modified retrospective approach the 2019
figures were not restated and are therefore on a pre-IFRS 16 basis.
Each KPI is linked to our strategic objectives outlined on pages 4 and 5
In January 2021 the Group changed its fiscal year-end date from 31 March to 28 February. Therefore,
all 2021 metrics include eleven months compared to twelve months for the 2020 comparatives.
STRATEGIC REPORT
TalkTalk Telecom Group Limited
Annual Report 2021
6
NON-FINANCIAL METRICS(2)
Fibre base (FTTC and FTTC)
(‘000)
Definition
Total number of Fibre customers.
Comments
Growth in the Fibre base continued strongly in the
period, with 445k net adds, taking the overall Fibre
base to over 2.8 million, representing 70% of the
overall On-net base.
Fibre penetration
(FTTC and FTTP) (%)
Definition
The percentage of TalkTalk’s overall On-net base
on a Fibre product.
Comments
Fibre penetration rose strongly with growth in the
Fibre net adds accelerating in the period, whilst the
overall base declined with the churn of some legacy
Copper customers.
23
41
70
31
56
2017
2018
2019
2020
2021
927
1,765
2,815
1,275
2,370
2017
2018
2019
2020
2021
3,947
4,289
4,039
4,139
4,220
2017
2018
2019
2020
2021
Customer base
(Fibre and Broadband)(2) (‘000)
Definition
Total number of On-net broadband customers.
Comments
The base declined by 181k in the period as we
focused on growing the Fibre base and allowed
some low value legacy Copper customers to leave.
Ethernet base (‘000)
Definition
The total number of high-speed Ethernet
connections in our B2B division.
Comments
The Ethernet base grew strongly again, with
4.7k net adds in the period, with an increasing mix
of 1Gb connections, which comes with higher ARPU.
23.9
37.3
47.3
32.0
42.6
2017
2018
2019
2020
2021
On-net ARPU(2)(3) (£)
Definition
Average monthly revenue per On-net customer.
Comments
ARPU was lower year on year driven by continued
industry-wide Voice declines, legacy base
re-contracting diluting ARPU and a higher
proportion of wholesale customers in the mix,
offset by Fibre penetration.
26.84
24.98
23.58
25.06
24.35
2017
2018
2019
2020
2021
Churn(2) (%)
Definition
The percentage of our average customer base
leaving TalkTalk each month.
Comments
Churn reduced in the period, in part driven by the
increasing mix of customers on more reliable Fibre
products, as well as some benefit from Covid-19
with customers reticent to churn during lockdowns
as they prioritised maintaining service.
1.6
1.2
1.0
1.5
1.2
2017
2018
2019
2020
2021
(1) See note 1 to the consolidated financial statements for an explanation of APMs
and non-Headline items and note 9 for a reconciliation of Headline information
to Statutory information.
(2) All customer KPIs relate to the On-net base. The closing Off-net base represents less
than 1% of the total broadband base (FY21: 18k; FY20: 21k).
(3) 2017 comparatives have not been restated for the application of IFRS 15 and IFRS 9.
OUR STRATEGIC OBJECTIVES
Deliver a step change in brand consideration and NPS
Acceleration of Full Fibre
Maximise the value of existing consumer and direct B2B customers
Continue to grow TalkTalk Wholesale Services
Be rigorous about being a value provider
Develop new streams of growth through innovation
TalkTalk Telecom Group Limited
Annual Report 2021
7
Business and financial review
Overview
The last year has been an extraordinary one, both for our business
and for the country more broadly.
When the Covid-19 pandemic began, our priorities were to protect
the wellbeing of our colleagues, to maintain services to all our
customers and to preserve the financial health of the business.
Thanks to the commitment and hard work of our colleagues, we have
been able to do this.
The internet has undoubtedly become an essential utility and the
importance of fast, reliable and affordable connectivity has never
been clearer. As such, our strategy remains unchanged, with our
focus on providing our customers with the best value for money
connectivity, increasingly Fibre, whilst radically simplifying our
operations to focus on fewer priorities as a leaner, more efficient
business. With the uncertain economic climate, low prices matter
even more, and TalkTalk continues to be well positioned to benefit
as the only scale, value provider.
Public to Private Transaction
On 15 March 2021, TalkTalk was officially de-listed from the London
Stock Exchange, following the Public to Private Transaction. To more
closely align our financial year with the date from which we became a
private company and to ensure better period on period consistency
for certain financial metrics, especially in relation to payments to
suppliers, we have moved our year end from 31 March to 28 February.
As a result, all FY21 metrics, both operational and financial, relate to
the eleven months ended 28 February 2021, whilst the FY20
comparatives relate to the twelve months ended 31 March 2020.
The formal de-listing occurred outside of this reporting period, but
represents a landmark event for the business, becoming a private
company for the first time. With the telecoms industry going through
a fundamental re-set, with the transition to Full Fibre, this presents
an enormous opportunity for TalkTalk. The new Board remains fully
supportive of our strategy and believes that being a private company
provides the freedom required to accelerate the existing plans to
be the UK’s only affordable provider of nationwide Full Fibre, whilst
growing market share in both residential and business markets by
leveraging our national scale wholesale platform.
FY21 performance(1)(2)
Despite providing a critical service, we have not been immune to the
effects of the pandemic. Throughout the year, particularly in the first
six months, we experienced operational challenges, like the closure
of third party overseas call centres, leading to customer service
challenges, and lower gross customer additions due to engineers
being unable to visit customer premises for installations. These
challenges, amongst others, have ultimately impacted the Group’s
financials with lower revenues year on year. Despite significant
mitigating activity in our cost base, Headline EBITDA of £249m is also
lower year on year (2020: £308m), albeit a large part of the reduction
is due to FY21 only including eleven months due to the change in
financial year end. Additionally, we estimate that c.£15m of the
year on year reduction is related to Covid-19, with the remainder
predominantly due to the continued industry-wide decline in Voice
revenue and a contraction of the average customer base. Statutory
loss before tax was £11m (2020: £131m profit), with the year on year
reduction driven by lower Headline EBITDA and the prior year
including £127m profit on disposal of our Fibre Assets Business,
recognised in non-Headline items.
Continued transition to higher bandwidth products
The connectivity services we provide have become increasingly
critical for society, with consumers and businesses consuming 40%
more data throughout 2020, whilst also demanding higher speed
connections. A fundamental pillar of our strategy therefore involves
migrating as many customers as possible onto our higher bandwidth
products – FTTC and FTTP – via our ‘Fibre for Everyone’ initiative.
These customers benefit from faster, more reliable connectivity,
whilst for TalkTalk these customers come with a higher lifetime value.
Despite a reduction in industry switching volumes due to the first
nationwide lockdown, we have been able to continue upgrading
customers at scale throughout FY21 with 445k Fibre net adds
(2020: 605k). This means we now have 70% of our total Consumer
and B2B customer base taking a Fibre product (2020: 56%).
This strategy has been consistent in our B2B division, with the
upgrade of customers to higher speed Fibre and Data products
being the primary focus for both the indirect and direct B2B business.
Throughout FY21 our Ethernet base grew to 47.3k (2020: 42.6k), and
we consistently took more than our market share of new Openreach
Ethernet connections. Within the mix, we continue to see more
customers taking our 1Gb product which comes with significantly
higher ARPU and lower churn.
Acceleration of FTTP
The majority of our Fibre customers are currently on FTTC services,
but as customers continue to demand even faster, more reliable
services, our longer term ambition is to transition all customers to
new FTTP networks as quickly as possible. These FTTP services
provide significantly greater speeds, as well as enhanced reliability
and quality, meaning fewer faults, and therefore fewer calls to our call
centres and reduced demand for engineer visits. As such, we expect
this transition will provide customers with access to a vastly superior
product that will continue to reduce our cost to serve, enabling us to
deliver competitive prices and retain customers for longer.
Our differentiated value positioning leaves us well placed to capitalise
on the transition to FTTP, becoming the scale provider of simple,
affordable Full Fibre connectivity. With numerous FTTP networks
being built, there is greater optionality, creating a more competitive
market. ISPs with scale customer bases, like TalkTalk, are the
kingmakers of the roll-out, as we can quickly migrate customers at
scale to these networks, providing infrastructure builders with
guaranteed returns, in exchange for competitive wholesale pricing.
One such partnership is our long term, competitive wholesale
agreement with CityFibre with whom we are now connecting our
customers at scale across their network. We are also ramping up
Consumer and B2B connections throughout the Openreach footprint
for both new and existing customers. Our national Full Fibre footprint
currently provides us with access to in excess of 4 million marketable
homes and businesses and we expect to continue increasing this in
line with the Openreach and CityFibre builds in the coming year.
Resilient network performance
Network usage has been consistently on the rise and this has only
been accelerated by Covid-19, particularly with regards to daytime
traffic due to the millions of people working from home. Usage rose
sharply during the first nationwide lockdown and continued to surge
even higher throughout the second and third lockdowns. However, in
spite of a 40% increase in download usage our network has remained
resilient, and we have played a vital role in keeping the nation
connected at this extremely difficult time.
(1) See note 1 to the consolidated financial statements for an explanation of APMs and non-Headline items and note 9 for a reconciliation of Statutory information to Headline information.
(2) The estimated £15m impact is calculated by tracking key metrics, both pre- and post-Covid-19, and using run-rate analysis to determine any material changes. This showed a marked drop
off in gross additions and churn volumes, as well as an increase in out of contract customers re-contracting earlier to secure better rates, impacting revenue and margin. Within the cost
base, lockdowns saw fewer agents at third party call centres and lower engineer fees and marketing spend due to trading restrictions, offset by a small increase in bad debt provisioning
to reflect customers’ propensity to pay.
STRATEGIC REPORT
TalkTalk Telecom Group Limited
Annual Report 2021
8
Given our focus on core, fixed connectivity it is essential that our
foundations are strong and that we are able to adapt to the changing
needs of our customers, whilst continuing to scale. As such, we will
continue to incur non-Headline items in relation to our multi-year
network and IT transformation programme, which will fundamentally
restructure the Group’s network, IT infrastructure and technology
organisation. This programme is expected to run until 2022 and
underpins the wider Group strategy.
Improving customer experience
One of our priorities for the coming year is to deliver a step change in
brand consideration through improvements in customer experience.
This is not something that can change overnight, but we have made
good strides in this area throughout the last year. Our NPS for legacy
MPF (copper) products is negative, with more detractors than
promoters for this service, emphasising how the legacy copper
network has fast become unfit for purpose, and highlighting the
increasing need for FTTP. Our FTTC products on the other hand
have a positive NPS score, and we recorded our highest ever in-life
FTTC score in January 2021. By virtue of the increasing mix of FTTC
customers in our overall base our blended NPS is also improving,
but there is still work to be done. It is clear that the future of
connectivity is Full Fibre and since these FTTP services provide
greater speeds and enhanced reliability, we expect that more
customers taking this superior service will lead to even better
customer experience and NPS.
Within our B2B division, TalkTalk Business currently has a Trust Pilot
rating of 4.4 out of 5, with 71% of reviews ranking the service as ‘Excellent’.
Cost control
Over the last three years we have been on a mission to simplify the
business, whilst right sizing our cost base so that it is more befitting
for a value provider. This laser focus on costs has seen total Headline
operating costs reduce again this year by £75m, albeit this is in part
due to FY21 consisting of eleven months compared to twelve in the
prior year. Our Fibre-focused strategy means that a greater
proportion of the base is benefiting from higher speed and more
resilient connections, leading to fewer faults, engineer visits and calls
into the call centre. This, combined with more customers self-serving
using our ‘Service Centre’, is further reducing calls to our contact
centres, meaning we have continued to significantly reduce our cost
to serve. It should be noted that there were some incremental savings
in this area related to Covid-19 from the first half due to the reduced
volume of call centre agents and engineer visits.
Further to this, we continue to see the benefits of the completion
of our HQ move from London to Salford in operating costs and our
more targeted digital approach to marketing continues to bring down
customer acquisition costs. Additionally, the re-financing of the
Group’s borrowings towards the end of FY20 and again in FY21,
combined with a lower drawn debt balance through the period
following the sale of the Fibre Assets Business in March 2020, is
leading to lower interest costs year on year. These initiatives will
continue to provide ongoing reductions to our cost base throughout
FY22 and beyond, and we continue to see further flexibility in the cost
base which will enable us to deliver additional savings.
Financial information
Eleven month period ended
28 February 2021(1)
Year ended
31 March 2020
Headline (2)
£m
Non-Headline (2)
£m
Statutory
£m
Headline (2)
£m
Non-Headline (2)
£m
Statutory
£m
Revenue
1,348
5
1,353
1,557
12
1,569
Cost of sales
(688)
(1)
(689)
(763)
(4)
(767)
Gross profit
660
4
664
794
8
802
Operating expenses
(411)
(43)
(454)
(486)
82
(404)
EBITDA
249
(39)
210
308
90
398
Depreciation and amortisation
(172)
—
(172)
(185)
(8)
(193)
Share of results of joint ventures and associates
(6)
—
(6)
(8)
—
(8)
Operating profit
71
(39)
32
115
82
197
Net finance costs
(43)
—
(43)
(66)
—
(66)
Profit/(loss) before taxation
28
(39)
(11)
49
82
131
Taxation
(4)
4
—
12
10
22
Profit/(loss) for the period/year attributable
to the owners of the Company
24
(35)
(11)
61
92
153
Earnings/(loss) per share
Basic (p)
2.1
(1.0)
5.3
13.4
Diluted (p)
2.1
(1.0)
5.3
13.2
(1) In January 2021 the Group changed its fiscal year-end date from 31 March to 28 February. Therefore, all 2021 metrics include eleven months compared to twelve months for the
2020 comparatives.
(2) See note 1 to the consolidated financial statements for an explanation of APMs and non-Headline items and note 9 for a reconciliation of Statutory information to Headline information.
TalkTalk Telecom Group Limited
Annual Report 2021
9
Business and financial review continued
Revenue summary
Eleven month
period ended
28 February
2021
£m
Year
ended
31 March
2020
£m
On-net
1,071
1,243
Corporate
268
303
Off-net
9
11
Headline revenue
1,348
1,557
Less Carrier
(26)
(28)
Less Off-net
(9)
(11)
Headline revenue
(excluding Carrier and Off-net)
1,313
1,518
Throughout this financial review, alternative performance measures
(APMs) are presented as well as Statutory measures and these
measures are consistent with prior periods, except for the removal
of pre-IFRS 16 values which are no longer used as the current period
and comparatives are both now prepared under the same basis.
See note 1 to the consolidated financial statements for further
explanation of APMs.
This presentation is also consistent with the way that financial
performance is measured by management, reported to the Board,
the basis of financial measures for senior management’s
compensation schemes and provides supplementary information
that assists the user to better understand the financial performance,
position and trends of the Group.
Overview
Headline revenue (excluding Carrier and Off-net) was £1,313m for
the eleven months ended 28 February 2021 (2020: £1,518m), with
the contraction predominantly due to Covid-19 trading restrictions,
as well as continued industry-wide Voice declines and the impact of a
lower average base year on year. This was partly offset by a continued
increase in the penetration of higher ARPU Fibre customers. Headline
EBITDA was £249m for the eleven months ended 28 February 2021
(2020: £308m) with the decline reflecting the lower revenue partially
offset by savings in our cost base primarily due to the lower cost of
serving our increasing Fibre customers and other cost initiatives,
including Covid-19 mitigating actions. Statutory loss before tax was
£11m for the eleven months ended 28 February 2021 (2020: £131m
profit), with the year on year reduction driven by lower Headline
EBITDA and the prior year including the £127m profit on disposal
of our Fibre Assets Business recognised in non-Headline items.
Covid-19(1)
In the eleven months ended 28 February 2021, the Covid-19
pandemic had an estimated negative impact on the Group’s Headline
EBITDA of c.£15m. The bulk of this was a contraction in gross margin,
with reduced connections and customers re-contracting early in
search of better deals, as well as higher customer credits due to our
commitment to ensuring customers could stay connected for longer
by extending our 60 minute limit for free calls to 180 minutes. The
Group has partially offset these impacts with additional cost savings
in key areas such as contact centres and marketing.
Group revenue
Headline revenue (excluding Carrier and Off-net) was £1,313m
for the eleven months ended 28 February 2021 (2020: £1,518m).
Much of the contraction was seen in On-net revenue, which was
£1,071m for the eleven months ended 28 February 2021 (2020:
£1,243m). The year on year movement was predominantly due to
Covid-19 trading restrictions, as well as continued industry-wide
Voice declines and the impact of a lower average base year on year.
This was partly offset by a continued increase in the penetration of
higher ARPU Fibre customers. Additionally, Corporate revenue was
£268m for the eleven months ended 28 February 2021 (2020: £303m).
The decline was driven by lower B2B Voice revenue, whilst Data
revenues were broadly stable reflecting the continued shift in the
Ethernet base to higher bandwidth products, offset by some
re-contracting ARPU dilution due to a competitive market.
The Group’s total Headline revenue was £1,348m for the eleven
months ended 28 February 2021 (2020: £1,557m). The movement
was predominantly due to the factors above, as well as modest
declines in non-core Carrier and Off-net revenue lines. Statutory
revenue also declined due to the factors above. As a result of a new
commercial deal being signed in the second half of FY21, MVNO
revenue and EBITDA was re-classified from non-Headline to Headline
part way through the period.
Gross margin
Headline gross margin of 49.0% was 200bps lower year on year
reflecting the lower revenue noted above and higher costs of sales
resulting from increased Fibre penetration. This drive towards Fibre
products dilutes gross margin percentage but is offset with reduced
costs to serve, in line with our strategy.
Statutory gross margin of 49.1% was also 200bps lower year on year
reflecting the reasons above.
Net operating expenses
Headline net operating expenses were £411m for the eleven months
ended 28 February 2021 (2020: £486m). The decrease was driven,
in the most part, by lower costs to serve, as a result of more customers
on lower cost to serve Fibre products. Covid-19 also generated cost
to serve savings due to fewer call centre agents in contact centres
and a lower level of engineers. Much of the remaining reduction was
due to lower SAC & Marketing costs from a more efficient customer
acquisition and marketing model.
Statutory net operating expenses were £454m for the eleven months
ended 28 February 2021 (2020: £404m). The year on year increase
was primarily due to the disposal of our Fibre Assets business in the
prior year, which resulted in a profit on disposal of £127m recognised
in non-Headline items, partly offset by the savings mentioned above.
See further information on non-Headline items below.
EBITDA
Headline EBITDA was £249m for the eleven months ended
28 February 2021 (2020: £308m), whilst Statutory EBITDA
was £210m (2020: £398m). The reductions reflect the
factors noted above.
(1) The estimated £15m impact is calculated by tracking key metrics, both pre- and post-Covid-19, and using run-rate analysis to determine any material changes. This showed a marked
drop off in gross additions and churn volumes, as well as an increase in out of contract customers re-contracting earlier to secure better rates, impacting revenue and margin. Within
the cost base, lockdowns saw fewer agents at third party call centres and lower engineer fees and marketing spend due to trading restrictions, offset by a small increase in bad debt
provisioning to reflect customers’ propensity to pay.
STRATEGIC REPORT
TalkTalk Telecom Group Limited
Annual Report 2021
10
Depreciation and amortisation
Headline depreciation and amortisation expense was £172m for the
eleven months ended 28 February 2021 (2020: £185m). Aside from
the eleven months vs twelve months difference, depreciation and
amortisation modestly increased as we continue to invest in the
future growth of the business.
Share of results of associates and joint ventures
Our share of results of associates and joint ventures was broadly flat
year on year at a loss of £6m (2020: £8m loss) and predominantly
consists of the Group’s investment in YouView.
Net finance costs
Statutory finance costs were £43m for the eleven months ended
28 February 2021 (2020: £66m). The reduction is due to a number
of factors including lower interest costs on the upsized bond (issued
in February 2020), the bond tap (issued in January 2021) and a lower
drawn debt balance through the period following the sale of the Fibre
Assets Business in March 2020.
Taxation
The Headline tax charge for the eleven months ended 28 February
2021 was £4m (2020: £12m credit), giving an effective rate of 14%,
after taking into account prior year adjustments. On a Statutory basis,
there was no tax charge/credit (2020: £22m credit).
Non-Headline items(1)
Eleven month
period ended
28 February
2021
£m
Year
ended
31 March
2020
£m
MVNO closure
3
7
FibreNation
—
109
Network transformation
(9)
(11)
Transformational reorganisation
programmes
(7)
(15)
Public to Private Transaction
(18)
—
Impairment of customer assets
(8)
—
EBITDA
(39)
90
Depreciation and amortisation
—
(8)
Taxation
4
10
Non-Headline items
(35)
92
(1) See note 1 to the consolidated financial statements for an explanation of APMs
and non-Headline items and note 9 for a reconciliation of Statutory information
to Headline information.
Within Statutory (loss)/profit after tax the Group recognised a
non-Headline loss of £35m compared to a £92m gain in the prior year.
The FY21 loss was driven by business transformation and Public to
Private Transaction costs partially offset by MVNO trading profits.
Our significant multi-year network and IT transformation programme
continued during the period incurring costs of £9m (2020: £11m)
which will fundamentally restructure the Group’s network, IT
infrastructure and technology organisation. This programme is
expected to run until 2022 and underpins the wider Group strategy.
Following the emergence of the Covid-19 pandemic and the Public to
Private Transaction, the Group has continued to review and transform
its operating model resulting in costs of £7m in the financial period
ended 28 February 2021. This follows on from the multi-year
transformational programme, ‘One Team’, disclosed in the prior
year (2020: £15m), which exited the Group’s head office in London
and relocated the majority of roles to the new head office in Salford.
The costs include redundancy payments, dual-running costs,
recruitment costs, retention payments and other consultancy costs.
Furthermore, the Public to Private Transaction saw directly
attributable costs of £9m as well as the acceleration of £9m
in share-based payment charges due to settling schemes earlier
than expected.
Following the Group’s announcement in May 2017 to exit our MVNO
operations, trading profits of £3m have been recognised, compared
to £7m in the prior year. A new commercial MVNO deal was signed in
FY21 which alters the previous strategy to wind down this business.
As a result, ongoing MVNO revenue and EBITDA were re-classified
as Headline items part way through the year.
During the period, a material wholesale partner sold their customer
base to another wholesale partner of ours, meaning that whilst the
end customers remain on our network, the early termination of this
contract gave rise to an impairment charge of £8m against the deferred
cost asset held in respect of that contract. The value of the deferred
cost asset held in respect of that contract has been reduced to equal
the remaining amount of consideration that the entity expects to receive
in exchange for the goods or services to which the assets relate.
In the prior year we disposed of our Fibre Assets business, which resulted
in a profit on disposal of £127m, recognised within non-Headline items,
and there was a non-Headline depreciation and amortisation charge
related to amortisation of acquisition intangibles. These are now fully
amortised and therefore there is no further charge in the period.
Earnings per share
Eleven month
period ended
28 February
2021
£m
Year
ended
31 March
2020
£m
Headline earnings (£m)(1)
24
61
Basic EPS
2.1p
5.3p
Diluted EPS
2.1p
5.3p
Statutory (loss)/earnings (£m)
(11)
153
Basic EPS
(1.0)p
13.4p
Diluted EPS
(1.0)p
13.2p
(1) See note 1 to the consolidated financial statements for an explanation of APMs
and non-Headline items and note 9 for a reconciliation of Statutory information
to Headline information.
The year on year reduction in Headline EPS reflects the reduction
in profit described above. On a Statutory basis, the year on year
reduction was largely due to non-Headline items in the prior year
including the profit on disposal of our Fibre Asset Business.
Financial position
Net assets decreased to £371m (2020: £406m), primarily driven by
outflows associated with the statutory loss, the dividend payment in
the year and the ESOT share purchase.
Non-current assets increased to £1,582m (2020: £1,562m), driven by
an increase in deferred contract costs mainly as a result of the Group
moving to an alternative customer acquisition and marketing model
with different partners in FY19. The new model requires certain upfront
customer acquisition costs to be deferred under IFRS 15, and this
combined with our continued strong growth in Fibre and Ethernet
products, where provisioning fees are also deferred under IFRS 15,
has seen an increase in deferred contract costs. Current assets
have increased to £272m (2020: £267m) due to an increase in
receivables, partially offset by a £22m decrease in cash.
Current liabilities have increased to £540m (2020: £470m) due to
an increase in trade payables resulting from the change in financial
year‑end date, which was changed, in part, to ensure better period on
period consistency for certain financial metrics, especially in relation
to payments to key suppliers. Non-current liabilities have reduced to
£943m (2020: £953m). The reduction is largely driven by a decrease
in our borrowings.
TalkTalk Telecom Group Limited
Annual Report 2021
11
Business and financial review continued
Net debt and cash flow
Eleven month
period ended
28 February
2021
£m
Year
ended
31 March
2020
£m
Opening net debt
(954)
(960)
Headline EBITDA(1)
249
308
Working capital
15
(181)
Capital expenditure
(75)
(116)
Interest and taxation
(44)
(54)
Non-Headline items(1)
(37)
158
Acquisitions and investments
(6)
(13)
ESOT share purchase
(19)
—
Dividends
(17)
(28)
Non-cash movement in leases
(84)
(68)
Closing net debt
(972)
(954)
(1) See note 1 to the consolidated financial statements for an explanation of APMs
and non-Headline items and note 9 for a reconciliation of Statutory information
to Headline information.
As at
28 February
2021
£m
As at
31 March
2020
£m
Bond and bank debt
(773)
(793)
Leases
(233)
(217)
Cash at bank and in hand
34
56
Net debt
(972)
(954)
Total net debt is £972m. Committed headroom at 28 February 2021
was £317m (2020: £497m).
The Group had net working capital inflow of £15m (2020: £181m
outflow) with timing benefit of certain supplier payments offset
by the IFRS 15 impact of our accelerated investment in Fibre.
Capital expenditure for the year was £75m (2020: £116m),
representing 5.5% (2020: 7.5%) of Headline revenues. Expenditure
primarily related to the enhancement of our network capability and
online systems.
Non-Headline items amounted to an outflow of £37m (2020: £158m
inflow), of which £21m related to the completion of the Fibre Assets
Business sale, with a discretionary payment of £15m made to all
employees of the Group to share some of the value arising on the sale,
as well as £6m of transaction and adviser fees. Other costs relate to
the ongoing network transformation programme and transformational
reorganisation programmes. The prior year inflow included the
proceeds of the Fibre Assets Business sale (£206m consideration
offset by £3m operating loss and £1m of transaction fees).
Acquisitions and investments expenditure in the period of £6m
(2020: £13m) relates to the YouView joint venture. This line item was
higher in the prior year due to investing activity in the Fibre Assets
Business prior to its disposal.
In FY21, the employee share ownership trust (ESOT) purchased
24 million shares at a cost of £19m reflecting a decision taken by the
trustees of the ESOT to reassess the number of shares required to
satisfy the ESOT’s obligations under the Group’s long term incentive
plans. In March 2021, these shares were sold upon completion of the
Public to Private Transaction.
Whilst no staff were furloughed and no other government assistance
was required, the Company did take advantage of the option to defer
a VAT payment of £5m, which is now being paid in line with
government guidance.
Dividends
Dividends of £17m paid in the period (2020: £28m) comprised the
final dividend for 2020 of 1.50p. Due to the Public to Private
Transaction, no interim dividend was declared or paid and no final
dividend was declared. The Board will reassess the dividend policy
going forwards.
Funding and capital structure
The Group is financed primarily through a combination of bank
facilities, a bond and a receivables purchase facility, which have all
been recently renewed.
In April 2020, the Group renewed its revolving credit facility (RCF),
reducing the facility size from £640m to £430m with this facility
maturing in 2024. In January 2021, additional Senior Notes of £110m
were issued, increasing the total 2025 Senior Notes from £575m
to £685m. The additional Senior Notes have been used to repay
RCF borrowings and reduce the total facility from £430m to £330m.
The Group’s receivables purchase facility of £75m was renewed in
October 2020 for a further two years. This refinancing activity has
resulted in the Group’s committed facilities reducing from £1,290m
to £1,090m.
At 28 February 2021, £773m (2020: £793m) had been drawn under
these facilities, leaving £317m (2020: £497m) of undrawn facilities.
The Group was in compliance with the terms of all its facilities,
including the financial covenants, at 28 February 2021.
Looking to the future
As we look forward to FY22 and beyond, we are excited to be at the
centre of a fundamental re-set of the telecommunications industry,
with the transition to Full Fibre in full swing. We believe we are now
on a more secure footing and under private ownership can accelerate
our FTTP plans to grow market share in both residential and business
markets to cement our position as the UK’s only affordable provider
of nationwide Full Fibre.
STRATEGIC REPORT
TalkTalk Telecom Group Limited
Annual Report 2021
12
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. The details of these principal risks,
and the controls in place for mitigating them, are outlined below in
no particular order of severity. The principal risks have been identified
and assessed on a gross risk basis 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 is integrated into business
planning. Business units maintain their own respective risk registers
and operational risk management processes. This ensures the
appropriate focus is placed on risk mitigation with significant net
risks being assigned an Executive Committee owner and included
in the Group Risk Register for review at each Board meeting. In light
of the Public to Private Transaction, the makeup and structure of
the Board will change for FY22 and beyond. However, the new Board
will continue to assess the principal risks and uncertainties faced by
the Group and will update the risks and mitigation plans accordingly,
including any changes to the risk management framework.
Covid-19
The Board acknowledges that the Covid-19 pandemic continues to pose
a variety of risks and uncertainties to all global businesses, including
TalkTalk, and have again included a specific principal risk and uncertainty
this year, as well as including specific Covid-19 commentary in the other
principal risks and uncertainties where relevant.
Strategic governance
Board
Audit Committee
Remuneration Committee
Nomination Committee
Compliance Committee and Security Committee
Operational and financial governance
Senior Management Team (Executive Committee)
First line of defence
Operational management
Second line of defence
Central support functions
Third line of defence
Audit and Risk function
Including Internal Audit, risk management
and external advisers
RISK MANAGEMENT FRAMEWORK
The following risk management framework has been in place throughout the period ended 28 February 2021.
The below legend applies throughout this section, with a directional arrow alongside each risk to reflect the movements in gross risk from the
prior year, as well as linking each risk to our strategic objectives outlined on pages 4 to 5.
GROSS RISK
Gross risk has increased
Gross risk has decreased
Gross risk remains broadly the same
OUR STRATEGIC OBJECTIVES
Deliver a step change in brand
consideration and NPS
Acceleration of Full Fibre
Maximise the value of existing consumer
and direct B2B customers
Continue to grow TalkTalk Wholesale
Services
Be rigorous about being a value provider
Develop new streams of growth through
innovation
TalkTalk Telecom Group Limited
Annual Report 2021
13
Principal risks and uncertainties continued
COVID-19
FY21 – FY20
Risk and impact
Mitigation
The Covid-19 pandemic continues to have wide-ranging
impacts on the worldwide economy and the Group’s employees,
operations, suppliers and customers, through lockdowns,
disrupted supply chains, social distancing measures and wider
impacts on the UK economy.
Further detail on the implications to the Group are provided in the
Business and financial review on pages 8 to 12.
Potential Covid-19 impacts:
• Continuing strong demand for the Group’s services, but
potential for a reduction in revenue/margin given the wider
UK economic impacts;
• Lower new customer connections, but also lower customer churn;
• Adverse impact on trading cash generation;
• Financial and operational constraints could impact the delivery
of change;
• Whilst not materially seen to date, there could be an increase in
bad debts, especially with small to medium enterprises, due to
financial distress once government support schemes finish;
• Reduction in operating costs and customer service impacts
primarily due to non-availability of third party customer service
providers and changes to marketing activity; and
• An increase in volume and scale of financially motivated
cyber attacks.
• Measures have been implemented to ensure the health and safety of our workforce and
customers whilst we continue our provision of critical services. We will ensure a controlled
and safe return of our workforce and third parties to our sites as the UK emerges from the
Covid-19 restrictions;
• Measures have been implemented to ensure the health and safety of our workforce and
customers whilst we continue our provision of critical services. We will ensure a controlled
and safe return of our workforce and third parties to our sites as the UK emerges from the
Covid-19 restrictions;
• We continue to focus on our network resilience, constantly monitoring our network
to forecast and respond to the ongoing demand, maintaining stability and minimising
any congestion;
• The service of our vulnerable customers is prioritised and our digital service channels
have been enhanced for all customers;
• The change delivery plan is reviewed and monitored by the Executive Committee to
manage any Covid-19 impacts;
• We have worked closely with our supply chain to ensure we have adequate inventory
coverage for our operations;
• Our well established information security controls have been enhanced and our Security
Operations Centre has reduced the thresholds of existing on-premise and cloud-based
data loss prevention monitoring tools, enabling earlier detection and a more detailed
understanding of potential data loss events; and
• We continue to closely monitor and forecast the financial impacts of Covid-19 to identify
and manage any further risks and opportunities.
CUSTOMER TRUST AND BRAND REPUTATION
FY21 – FY20 –
Risk and impact
Mitigation
Customer confidence and trust are critical to TalkTalk’s business, and
the Group’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, scam calls
or poor customer experience also present a risk to brand reputation
and trust.
Damage to customer trust and our reputation could materially
adversely impact our business, attracting new customer, churn,
operations and financial condition.
TalkTalk remains confident of the role for a well-regarded value operator in the market and is
committed to improving the end-to-end customer experience across all touchpoints. We 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 – ‘Simple, affordable,
reliable and fair fixed line connectivity over Full Fibre’.
By increasing the mix of FTTC customers in our overall base our blended NPS is improving,
but there is still work to be done. The future of connectivity is Full Fibre and since these FTTP
services provide greater speeds and enhanced reliability, we expect that more customers
taking this superior service will lead to even better customer experience and NPS.
The Group has attractive customer offerings including a Fixed Price Plus plan which
allows customers to fix their price for the duration of their contract. The organisation also
continues to invest in the 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). These factors have contributed to a stable risk landscape with steady
customer confidence and improving customer satisfaction. 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 and Call Safe which are designed to help customers
protect themselves from the threat of scams. TalkTalk has also signed up to the Ofcom
fairness charter which focuses on price transparency and supporting vulnerable customers.
COMPETITIVE LANDSCAPE FY21 FY20
Risk and impact
Mitigation
TalkTalk is established as a value for money connectivity provider
in a highly competitive market.
Over the last year, significant competitor activity has continued
and the acceleration of the FTTP roll-out may also drive more
new entrants to the market, which will further increase the
competitive landscape.
However, at present, the competitive activity remains largely
unchanged with varying degrees of activity in most product
channels. Therefore, the risk that this competitive backdrop
makes it difficult for TalkTalk to maintain its value position
differentiation remains consistent with prior year.
A clear pricing and promotional strategy is in place with ongoing monitoring of our pricing
position and value proposition. The strategy is reviewed to ensure it remains competitive
and continues to support our position against the changing competitor activity landscape.
TalkTalk has outperformed the market on Fibre and Ethernet growth, which is expected to
continue in the new financial year with further attractive customer offerings including a Fixed
Price Plus plan, which allows customers to fix their price for the duration of their contract. Our
customer equipment is still driving great improvements in the customer experience and the
Great Connection Guarantee gives new customers confidence in switching to TalkTalk as
they can leave within 30 days if they are not happy with their new Fibre connection.
In addition, competitor pricing activity continues to be monitored to understand customer
and market impact and plans are revisited accordingly if necessary. TalkTalk uses customer
communications to promote our simple, affordable, reliable and fair message and is committed
to helping customers understand the best positioned package to meet their needs.
STRATEGIC REPORT
TalkTalk Telecom Group Limited
Annual Report 2021
14
PEOPLE CAPABILITY FY21 – FY20 –
Risk and impact
Mitigation
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 defining
an effective operating model and attracting and retaining the
right talent to deliver organisational performance and future
growth aspirations.
The main focus continues to be attracting and retaining the
required talent and competencies in a competitive local
employment environment. Failure to do so may negatively
impact our ability to deliver on performance targets and
strategic objectives.
Covid-19 has resulted in nearly all our workforce working
remotely and the return of our workforce to our sites as
restrictions are lifted in 2021 could lead to business continuity,
health and safety issues.
TalkTalk has established values which act as a cultural framework and are embedded through
the business in recruitment and performance management processes.
Structured talent forecasting and assessment processes are in place to ensure required talent
is proactively understood and actions plans are in place to actively manage attrition risks and
succession. These processes also ensure a proactive review of the senior management level to
ensure the right leadership is in place for motivating, inspiring and leading the workforce to deliver
on the corporate objectives leveraging our Objectives and Key Results (OKRs) goal-setting tool.
A people scorecard is 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.
Due to Covid-19, further measures have been implemented to ensure the health and safety of our
workforce and customers whilst we continue our provision of critical services. A specific charter
is in place which, along with enhanced technical capabilities, has enabled nearly all of our
workforce to successfully work from home. We are closely monitoring any potential impacts on
our workforce through regular surveys with specific questions around our Covid-19 response.
We will ensure a controlled and safe return of our workforce to our sites as the UK emerges
from the Covid-19 restrictions which will be closely monitored by our Executive Committee.
CHANGING MARKET STRUCTURE FY21 FY20
Risk and impact
Mitigation
The Government and Ofcom are committed to promoting
investment in Full Fibre networks through infrastructure
competition in the UK telecommunications market.
The Government has sought to incentivise network competition
by reducing barriers to build and providing funding to stimulate
new entrants to the market.
Since then, alternative networks have secured significant
investment and have extensive FTTP build ambitions, primarily
across urban areas in the UK.
The Conservative Party made a manifesto commitment to speed
up nationwide gigabit capable networks. It has committed to
achieving 85% coverage by 2025 and is providing £5bn to subsidise
build projects in the hardest to reach 20% of the country.
In light of Government’s ambitions, Ofcom has proposed a
considerably different regulatory structure for the next review
period than the one which has been in place in the last decade,
with prices set above costs (by CPI+0) in urban areas to
encourage FTTP build by altnets, and a process of cross-subsidy
proposed in rural areas to support Openreach FTTP roll-out.
These proposals were published in mid March 2021, and came
into effect from April 2021. Whilst the proposals were largely as
anticipated, we continue to consider their impact.
TalkTalk continues to be a vocal advocate of competition and is well placed to benefit from
an increasing trend towards a more pro-competition regulatory framework. This poses a
risk to incumbent players in the market, whilst presenting potentially valuable opportunities
for challengers. The business is actively engaging with the necessary external stakeholders,
particularly Ofcom and Government, 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 structural market changes.
TalkTalk is well placed to benefit from the transition to Full Fibre networks as customers
continue to demand even faster, more reliable services, a trend that we saw accelerated by
the pandemic. Our longer term ambition is to transition all customers to new FTTP networks
as quickly as possible. We are now offering Full Fibre products on both the Openreach
and CityFibre networks. We have signed a wholesale agreement with CityFibre to connect
customers onto their network in their roll-out areas at a competitive price. This agreement
demonstrates how TalkTalk can benefit from increased network competition. We continue
to discuss potential commercial arrangements with other FTTP network owners, including
Openreach and smaller altnets, to ensure the optimal mix of suppliers.
REGULATORY COMPLIANCE FY21 FY20
Risk and impact
Mitigation
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,
are designed to support customers.
Although previous regulatory change risks around addressing the
General Data Protection Regulation (GDPR) and the automatic
compensation scheme have reduced year on year, the need to
implement the enhanced consumer protection requirements in
the European Electronic Communications Code leads to a stable
overall risk assessment.
The Government has also expressed its hope that ISPs introduce
a cheaper tariff product and have suggested that formal regulation
may follow, which could create new requirements on TalkTalk.
Failure to comply with regulatory obligations may result in
negative customer impact and/or significant regulatory fines.
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 are clear lines of accountability both in first-line operations and in our second-line
assurance function and there has been continued focus on embedding processes and
controls to maintain compliance to industry regulations including focus on delivering
improvements in our complaint handling processes and reducing complaint volumes.
Plans are also in place to deliver further regulatory changes which come into force over the
next twelve to eighteen months.
TalkTalk has established structured programmes to deliver changes resulting from Ofcom’s
end-to-end review of its General Conditions. The progress of this activity will be governed by
the existing Compliance Committee to ensure effective delivery.
We have regular dialogue with Ofcom and Government on regulatory issues to aid our internal
compliance regime.
TalkTalk Telecom Group Limited
Annual Report 2021
15
Principal risks and uncertainties continued
DATA AND CYBER SECURITY FY21 FY20
Risk and impact
Mitigation
Security of customer, commercial and colleague data poses
increasing reputational and financial risk to all businesses and
the gross risk remains high. In particular, cyber and data related
threats and crime is consistent with prior years but this year
we note an increased risk around key third party vendors that
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.
Covid-19 could see an increase in volume and scale of financially
motivated cyber attacks. There could also be increased risk
of customer, commercial and colleague data loss due to
remote working.
TalkTalk has continued to invest in and focus on actively implementing an ongoing programme
to build and mature its security capability, including to address the increasing risks around key
third party vendors. Investment is also planned to continue in the new financial year and
beyond leveraging an updated Security Strategy centred around five focus areas:
• Governance, Risk and Compliance;
• Protective Controls;
• Vulnerability & Patch Management;
• Visibility & Response Capabilities; and
• Network Resilience.
The strategy is underpinned by the widely adopted NIST Cyber Security Framework and is
leveraged to continuously improve the security maturity of the organisation. This includes an
annual security maturity controls assessment by an independent third party to validate the
controls that we’ve implemented and to provide recommendations on the security roadmap to
help us prioritise our work.
Over the last four years significant investment has been made in building out a bigger security
function and capability including successfully establishing an in-house 24x7 Security
Operations Centre, which launched late 2017. During subsequent years, further projects were
delivered to improve and mature our security control environment and capabilities. These
activities and investments are supporting continuous improvement of security and the
management of security threats and risks.
In addition, TalkTalk has cyber security insurance in place which is renewed on an annual basis
to help protect against losses due to data breaches and security incidents.
In response to Covid-19, we have strengthened the security of third party/remote access to our
systems. In addition, we continue to mature and enhance our security controls across all of the
security domains in the NIST Cyber Security Framework.
RESILIENCE AND BUSINESS CONTINUITY FY21 – FY20
Risk and impact
Mitigation
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 result in complaints. It is
therefore important to establish resilience in the network, systems
and also require resilience from our third parties and partners.
The approach adopted for supporting infrastructure and
associated resilience, including the use of third parties, is
regularly reviewed to ensure an optimal model is maintained
which drives resilience and efficiency. There is a risk that changes
to the approach may not be delivered effectively resulting in
negative impact to operations.
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 the impact on customers and performance.
Due to Covid-19, there has been a significant uplift in daytime
data and voice traffic, although peak traffic is still within usual
demand. There is also an increased risk of business continuity
issues due to our workforce and third parties working remotely.
Business Continuity, Crisis Management and Disaster Recovery Plans are in place for key
sites. Network resilience is assessed and monitored on a regular basis and again, over the last
year, TalkTalk has continued to deliver network analysis, improvements and simplification at
pace supporting greater resilience. Continuous monitoring of network availability is also in
place to ensure any issues are identified in a timely manner and resilience testing takes place.
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
Openreach for the last mile.
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 which will be a key
focus for FY22 on 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 where appropriate that their
plans have been reviewed and tested on a regular basis.
With network usage consistently on the rise we constantly monitor the network to forecast
and respond to the ongoing demand in order to maintain stability and minimise any
congestion. In spite of download usage increasing 40% year on year our network has
remained resilient.
Due to Covid-19, further measures have been implemented to ensure the health and safety
of our workforce and customers whilst we successfully continue our provision of critical
services which involves remote working of both our workforce and third parties.
GROSS RISK
Gross risk has increased
Gross risk has decreased
Gross risk remains broadly the same
OUR STRATEGIC OBJECTIVES
Deliver a step change in brand consideration and NPS
Acceleration of Full Fibre
Maximise the value of existing consumer and direct B2B customers
Continue to grow TalkTalk Wholesale Services
Be rigorous about being a value provider
Develop new streams of growth through innovation
STRATEGIC REPORT
TalkTalk Telecom Group Limited
Annual Report 2021
16
FINANCIAL FY21 FY20
Risk and impact
Mitigation
As with many organisations, TalkTalk must actively manage
its liquidity risk, ensuring the availability of sufficient long term
funding and the Group’s compliance with associated covenants
and other terms of the funding arrangements. In addition the
Group must manage other financial risks such as foreign
exchange, interest rate and credit risk .
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,
funding position and covenant compliance of the Group on a regular basis and are required to
provide approval on major funding decisions. The Group’s main financing facilities are typically
renewed 18 to 24 months before expiry with new facilities based on the Group’s forecast cash
flow requirements and liquidity needs to ensure the Group has sufficient available cash. The
Group Treasury function is also responsible for managing foreign exchange and interest rate
risks in line with the Group’s policy.
The Group has recently issued additional bond notes on the same terms as the existing notes.
The proceeds were used to pay down RCF debt and reduce the total commitments in the
facility, with the tenor and cost of financing across the facilities remaining the same. Whilst
re-financing activity and the sale of our Fibre Assets Business in the prior year have reduced the
overall liquidity risk of the Group, given continuing uncertainty arising from Covid-19, the gross
risk has been held stable until the effects of the pandemic are known with greater certainty or
have materially passed.
CHANGE DELIVERY AND EXECUTION FY21 FY20
Risk and impact
Mitigation
Delivery of performance and strategic 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.
Covid-19 impacts could result in financial and operational
constraints impacting the delivery of change.
A formal change framework is in place for delivery of change projects which helps ensure
appropriate process and governance is in place to drive successful project delivery. The
framework is intended to ensure a desired level of quality is reached throughout the lifecycle
of each project and has continued to support successful delivery of key change programmes.
The Group Change function remains a key effective 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.
The Covid-19 impact on the delivery of change is being closely reviewed and monitored by
the Executive Committee.
Emerging risks
As with other companies, TalkTalk faces emerging risks and
uncertainties that could potentially be significant to our long term
strategy but cannot be fully defined or managed at present.
The Executive Committee meets regularly to review both the
currently identified risks and emerging risks which inform our strategic
planning process and is reviewed by the Board. For example, emerging
risks around the long term implications of Brexit and climate change
have been identified and are being monitored.
Brexit
The UK-EU Trade and Cooperation Agreement agreed on
24 December 2020 has brought certainty and clarification about
many (but importantly not all) of the changes arising from the UK’s
departure from the EU. It is assessed that the Group has limited
direct exposure to Brexit as it only provides services within the UK,
has limited EU suppliers and contingency plans are in place for
identified risks. In respect of telecoms services, the agreement is
relatively restricted, which reflects the fact that the European
Electronic Communications Code (EECC) was implemented by all
Member States by 21 December 2020, including the UK, so there is a
high degree of alignment and shared objectives regarding telecoms.
The agreement limits the extent to which either party can diverge
from current EU telecoms regulations.
The EU’s decision to award adequacy status to the UK has resolved
concerns about potential limits to data-sharing.
However, we continue to closely monitor our key potential supply
chain exposures and the longer term implications of the new
relationship with the EU.
Climate change
Long term climate change and environmental impacts may result
in risks due to changes in UK market behaviours and government
actions which cannot be fully defined. For example:
• Increased severity and frequency of extreme weather could
significantly impact our operations and our ability to service our
customers on-site;
• Customer demand for more environmentally responsible
products and government policy changes around end-of-life
product obligations could lead to significant changes and costs
to our operations; and
• Adjustment towards a net-zero carbon economy could lead to a
tightening of minimum energy efficiency standards for domestic
and commercial buildings and could lead to significant changes
and costs to our operations.
Our response includes reducing our CO2 per gigabit of bandwidth.
In 2010 we set a target to reduce this by 80% by 2020, which we
achieved last year. We are now taking the next step in emissions
reduction, and in November 2020 committed to setting a Science
Based Target for our carbon emission reductions. Additionally, our
company car policy requires all provided fleet vehicles to be petrol,
hybrid or electric and we expect to move to full electric in the
mid-term. Our key sites have appropriate flood monitoring and
protection. We have also introduced ‘brown box’ packaging for our
equipment sent to customers, which is 100% recyclable – see page 29
for further details.
We continue to actively review our operations to identify further
potential improvements to protect the environment.
TalkTalk Telecom Group Limited
Annual Report 2021
17
Section 172
On 15 March 2021, TalkTalk was de-listed
from the London Stock Exchange following
the Public to Private Transaction (see case
study on pages 22 and 23). Since this section
is a look back at how s172 factors have been
considered and applied by the Board in the
reporting period and TalkTalk was listed
throughout this period, the focus is on the
year just gone. We will be operating as a
private business going forwards and our
ongoing intention is to behave responsibly
towards all shareholders and treat them fairly
and equally, so that they too may benefit
from the successful delivery of the Company’s
strategic objectives. We will update this
shareholder section in next year’s Annual
Report to reflect any changes in our approach.
Why they matter to us
Our shareholders are the providers of capital,
and continued access to capital is of vital
importance to the long term success of our
business. Through our engagement activities,
we strive to obtain investor buy-in into our
strategic objectives and how we go about
executing them.
SHAREHOLDERS
What matters to them
Our investors are concerned with a broad
range of issues including, but not limited to,
TalkTalk’s financial and operational
performance, strategic execution,
investment plans and capital allocation.
How we engage
• Communications such as quarterly trading
updates, Annual Reports and notices of
general meetings.
• Annual General Meeting, which provides
the opportunity for all shareholders to ask
questions.
• Stock Exchange announcements and
press releases.
• Information on the investor section of our
corporate website at www.talktalkgroup.com.
• Regular meetings with major shareholders.
How the Board engages
• Executive Director meetings with Investors
to discuss TalkTalk’s strategy.
• 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.
• Feedback to the rest of the Board on
investor meetings held by the Chairman and
Directors provided in regular Board papers.
• Board attendance at the AGM to provide
the opportunity for all shareholders to
ask questions regarding their areas of
responsibility.
• Capital Markets days with presentations
from, and Q&A with, Executive Directors.
How they influence the Board’s
decision making
• The Board receives periodic reports on
investors’ views on our performance.
Investors’ opinions are taken into account
in the shaping of TalkTalk’s strategy and
operational performance, remuneration
policy and capital structure.
The success of our business is dependent on the support of all our stakeholders. As part
of the Board’s decision making process, in line with their duties under section 172 (‘s172’)
of the Companies Act 2006, the Board and its Committees consider the potential impact
of decisions on relevant stakeholders and the likely consequences of these decisions in the
long term.
Illustrations of how a number of s172 factors have been considered and applied by the Board
can be found below. Other broader factors considered by the Board, including the impact of
the Company’s operations on the environment, adherence to responsible business practices
and ethical values and expectations are covered elsewhere throughout the Strategic Report
in the Corporate Social Responsibility (pages 26 to 29) and Corporate Governance sections
(pages 30 to 55).
STRATEGIC REPORT
TalkTalk Telecom Group Limited
Annual Report 2021
18
Why they matter to us
Our colleagues are our biggest asset
and strength. Our industry relies mainly
on knowledgeable workers and our success
depends on their commitment to the customer,
their ability to collaborate and ultimately their
productivity and discretionary effort. During
the Covid-19 pandemic, our colleagues have
been designated ‘critical workers’ given the
vital role of telecommunications providers
to keep Britain connected at the time they
need it most.
What matters to them
Our colleagues want a sense of purpose,
to know we are all committed to continually
improving our products and services for
customers and to be as affordable as
possible. Colleagues want flexible ways of
working, career development opportunities
and to be rewarded with competitive pay
and benefits. Throughout the Covid-19
pandemic, they have wanted to know that
their employer is looking after their wellbeing,
as well as fulfilling its role as a provider of
critical national infrastructure; keeping the
country connected at such a critical time.
How we engage
• Providing ongoing clarity and openness on
strategic priorities and business performance.
• Creating and developing leadership
communities for our People Leaders.
• Hosting a series of interactive activities for
all colleagues throughout the year to
establish our employer brand with a range
of external speakers during the period of
working from home to help support,
encourage and motivate colleagues.
• Rewarding and thanking our colleagues
through our monthly Shout Out and
quarterly Be Outstanding recognition
schemes.
• Driving pride amongst our colleagues both
internally and externally.
• Understanding employee views and
measuring employee satisfaction via our
employee engagement survey, Peakon.
• Listening to employees’ concerns, views
and needs via our colleague representative
body, One Voice, with a Non-Executive
Director appointed to lead the group.
• Regular, enhanced communications with all
colleagues about the business response to
the Covid-19 pandemic and how working
patterns may be changed. During the first
few months of the pandemic, we increased
our Peakon survey rhythm to monthly so
we could check in on colleagues’ wellbeing
and how they were feeling about their
working arrangements.
How the Board engages
• Videos for staff on the TalkTalk intranet,
‘The Wire’, providing updates on and
presentations on the Company strategy,
monthly performance scorecard updates
and quarterly performance updates by
the ExCo.
• Regular blogs from the ExCo on Company
performance and other activities.
• There is a ‘People’ section in Board papers,
which has a keen focus on culture, including
eNPS scores and other people survey results.
How they influence the Board’s
decision making
The concerns, views and needs of our
employees are regularly fed into the Board
via our employee engagement survey and
our colleague representative body. The
Board regularly discusses these matters and
takes them into consideration when making
decisions and setting strategy, including
during our annual Board strategy session.
Why they matter to us
The demand for faster, more reliable
connectivity has never been greater so it
is vital that we engage with our customers
to ensure we continue to provide great
products and services that meet their
changing needs.
What matters to them
What we offer has fast become an essential
utility, with connectivity being a key part of
day to day life for both consumers and
businesses. As such our customers expect:
• A seamless experience, where if things do go
wrong, they are resolved as soon as possible.
• A product to satisfy all needs, whether that
be a reliable connection to work from
home, or access to an array of TV content,
or superfast connectivity for online gaming.
• The same quality of product as our
competitors, in terms of speed and
reliability, but at an affordable price.
• The freedom to choose what products and
services they need, with transparent pricing
and no hidden charges bundled in.
How we engage
• We focus on Consumer and B2B
customers’ needs and the issues they face
and regularly report on performance.
• We conduct regular customer surveys and
market research exercises in Consumer
and B2B.
• We monitor and track CSAT and NPS scores
for benchmarking purposes in Consumer
and B2B.
• We have a highly active and engaged online
community offering help to customers.
• We have enhanced our social media
presence to provide both proactive and
reactive communications to customers.
• Our B2B partners enjoy access to our senior
management team, with our CTO regularly
engaging with the partner operational teams
on service related challenges.
• Since the Covid-19 outbreak we have sent
more regular customer communications
from the CEO to explain how they can get
the most out of their connection and to
offer support.
• We have engaged with and supported
business customers affected financially by
Covid-19 so that they can maintain services in
the long term even if struggling in the short term.
How the Board engages
• Reviews strategy and monitors performance
during the year with the aim of meeting
customers’ needs more effectively.
• Receives regular competitor updates to
understand TalkTalk’s competitive performance
and its strengths and weaknesses as regards
meeting customer needs.
• The Executive Chairman sits in monthly
review meetings covering the commercial
and connectivity performance of the
business and is highly engaged with
customer metrics.
• Benchmarks TalkTalk’s performance in
relation to customers using research
including CSAT and NPS scores.
• Executive Chairman and CEO meet
regularly with key B2B customers to help
maintain good relations and to understand
and address their views, needs and concerns.
How they influence the Board’s
decision making
• The Board uses the above engagement
methods to help ensure that the
customer’s viewpoint is taken into account
as part of its decision making process.
• The views, needs and concerns of our key
B2B customers are regularly fed into the
Board via our regular CEO reporting
process and the Board discusses them and
takes them into consideration when making
decisions and setting strategy, including
during our annual Board strategy session.
COLLEAGUES
CUSTOMERS
Read more on pages 27 and 28
TalkTalk Telecom Group Limited
Annual Report 2021
19
Section 172 continued
Why they matter to us
• Our suppliers are fundamental to the
quality of our products and services.
Engagement with suppliers and maintaining
good relationships is therefore critical to
ensuring that as a business we meet the
high standards we set ourselves.
• We spend over £1.2bn per annum with
suppliers on goods and services, and
therefore these relationships are vital
to ensuring we get value for money and
operate an effective supply chain, to
guarantee that our customers get the
best end user experience.
• Ethical behaviour is at the heart of
everything we do at TalkTalk. We are
committed to identifying and addressing
any risks of modern slavery within our
business and supply chains, including those
of our subcontractors and partners.
What matters to them
• Understanding of TalkTalk’s strategy
and how their products and services
feed into that.
• Ability to resolve potential issues in their
relationship with TalkTalk.
COMMUNITIES
• Creating a trusting environment with
TalkTalk, where both sides act with fairness
and transparency.
How we engage
• Supplier relationship management – we
partner with our key suppliers to ensure
that we have common roadmaps and
strategy, via a series of face to face meetings.
• Responsible procurement, trust and ethics
– in addition to our Modern Slavery
Statement we have the following policies:
- ‘Bribery, Corruption and Fraud Control’;
- ‘Gift Accepting’; and
- ‘Code of Ethical and Business Conduct’.
• Supply chain financing – to improve
efficiency for the parties involved in our
sourcing transactions.
• Real Living Wage – TalkTalk is now a Real Living
Wage accredited organisation, we have
legally binding minimum requirements
for wage levels, and we apply this to
new suppliers.
How the Board engages
• Board approval of Modern Slavery Statement.
• CEO and Executive Chairman meet
with biggest suppliers regularly.
• Certain key suppliers are regularly
discussed at Board meetings.
• Our supplier payment policy can be seen
in our Directors’ Report on page 53.
How they influence the Board’s
decision making
• The Board recognises that relationships
with suppliers are vital to the Group’s
long term success, so as a Board we
carefully consider the selection of, and
engagement and continued relationship
with, our key suppliers.
• Supplier issues are regularly fed into
the Board via our regular CEO reporting
process and the Board discusses them and
takes them into consideration when making
decisions and setting strategy, including
during our annual Board strategy session.
Why they matter to us
TalkTalk values our communities and is
committed to doing business the right way.
Our success depends on strong, active and
confident communities, who want to engage
with our products and services. We are proud
to be based in Salford and are committed to
supporting the local community in our City
to prosper.
What matters to them
Our communities want to see TalkTalk acting
responsibly and in the interests of not just its
employees, but also the wider society. Our
communities in Salford want to see us play an
active role in supporting good employment
and community empowerment, while wider
communities want to see TalkTalk act like a
responsible company, particularly when it
comes to supporting people online. The past
year has tested communities and they have
needed both urgent support in the short
term, but also a longer term commitment
to rebuilding and restoring communities.
How we engage
• Support three major charity partners
– Ambitious about Autism, the Internet
Watch Foundation and Internet Matters –
providing financial investment as well as
support in kind.
• Growing local support programme in
Salford including support for local
foodbank and skills initiatives, including
support for DWP North West jobs fair, tied
to local need.
• Engagement with local growth and skills
initiatives through local schools and
universities, including sponsorship of
University Academy of 92 students and
graduate recruitment.
• Regular engagement with local bodies,
including Salford City Council and the
Greater Manchester Combined Authority,
on shared priorities.
• New employee-led networks to promote
community engagement. Engagement over
the last year includes our Empower network
partnering with the University of Salford to
launch a mentorship scheme to BAME
students, the TalkPride network fundraising
for Salford Pride and the Women in Tech
collaborating with other organisations on
International Women’s Day.
• Reviews of our processes and operations
to ensure adherence to best practice on
responsible business.
• Participation in Safer Internet Day 2021, as
well as regular promotion of internet safety
advice to our colleagues and customers.
• Employee offer of Give Something Back
Day for volunteering opportunities and
promotion of local charity opportunities.
How the Board engages
• The Board actively supports our major
charity partnerships.
• The Board receives regular updates on
internet safety and regulation landscape.
• The Board has endorsed a culture of
volunteering and giving back.
How they influence the Board’s
decision making
• Our operations and decision making are
informed by regular engagement with
our communities. These influences are
incorporated into all reports to the Board,
in particular via the regular CEO reporting
process, and the Board discusses them and
takes them into consideration when making
decisions and setting strategy, including
during our annual Board strategy session.
SUPPLIERS
Read more on pages 26 to 29
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Why it matters to us
Supporting better broadband connections
is a key Government priority, and therefore
Government actions and policies have a high
influence on how we do business, from how
we work with network operators to our
obligations to customers. More broadly, the
Government influences the environment
in which we do business from taxation to
employment. During the Covid-19 pandemic,
Government rules and priorities have
impacted our decision making around our
operations and our support for customers.
What matters to it
The Government is focused on rolling out
new gigabit-capable networks and want to
see 85% coverage by 2025. They also want to
see customers move on to these new services
and reduce barriers to take-up. They also
Why they matter to us
Ofcom both determines (through Significant
Market Powers regulation) the prices which
we pay Openreach, which constitute a
substantial proportion of TalkTalk’s cost
base; and (through consumer regulation)
a variety of the elements of the industry’s
customer service proposition. Regulation
is therefore the single most important driver
of our cost to serve customers.
The ICO (Information Commissioner’s
Office) regulates compliance with the Data
Protection Act (and GDPR), the Privacy and
Electronic Communications Regulations
and the Regulatory Investigatory Powers
Act, and TalkTalk complies with all of
these regulations.
What matters to them
Ofcom’s duties are set out in the
Communications Act 2003. Its primary
duties are:
• to further the interests of citizens in relation
to communications matters; and
• to further the interests of consumers in
relevant markets, where appropriate by
promoting competition.
• When fulfilling these duties Ofcom also
needs to have regard to a number of
considerations which are of relevance
to TalkTalk, including:
• the desirability of promoting competition
in relevant markets;
• the desirability of promoting and facilitating
the development and use of effective
forms of self-regulation;
want to see fairness in consumer markets,
including broadband, while also building a
safe and secure online environment. More
broadly, the Government is increasingly
focused on the role that they can play in
supporting skills development, rebuilding
the economy post-Covid-19 and reducing
carbon emissions in line with its 2050 target.
How we engage
• Regular engagement with policy-making
processes, including responding to
consultations, providing briefings and
data and meetings.
• We are members of a range of
organisations through which we engage
with the Government alongside industry
colleagues, including the Broadband
Stakeholder Group and the UK Competitive
Telecommunications Association.
• the desirability of encouraging investment
and innovation in relevant markets; and
• the desirability of encouraging the
availability and use of high-speed data
transfer services throughout the
United Kingdom.
The ICO is responsible for enforcing several
information related pieces of legislation.
Its primary duties are:
• upholding information rights in the public
interest including data privacy for individuals;
• promoting openness around data use; and
• where appropriate, taking enforcement action.
How we engage
TalkTalk continually engages with Ofcom at
a variety of levels and in a variety of manners,
both formal and informal. At a working level,
most contact is via TalkTalk’s regulation team,
which both regularly meets with Ofcom and
co-ordinates responses to Ofcom’s
statutory consultations and information
requests. At a more senior level, TalkTalk’s
CEO regularly meets and talks with Ofcom’s
CEO, covering strategic-level issues. This
engagement has increased in frequency
during the Covid-19 pandemic both on an
individual and industry-wide basis.
TalkTalk continually engages with the ICO at a
variety of levels and in a variety of manners,
both formal and informal. At a working level,
most contact is via TalkTalk’s Data Protection
Officer, who both regularly meets and is in
contact with the ICO. This engagement
involves co-ordinating responses to ICO
How the Board engages
• The Board receives regular updates on the
political and Government environment and
engages with policy makers as appropriate.
How it influences the Board’s
decision making
• The political and governmental updates
and views of policy makers are fed into
the Board via our regular CEO reporting
process and the Board regularly discusses
them and takes them into consideration
when making decisions and setting
strategy, including during our annual
Board strategy session.
information requests and complaint
responses. At a more senior level, TalkTalk’s
General Counsel and Company Secretary
talks with senior ICO officials covering key
topics and issues.
How the Board engages
The primary Board engagement with Ofcom
is via TalkTalk’s CEO and on some issues
the Executive Chairman. Other than that,
members of the Board are informed of
developments at Board meetings, whilst
having no systematic contacts with Ofcom.
Primary Board engagement with the ICO is
via TalkTalk’s General Counsel and Company
Secretary. In addition to this, the Board is
regularly updated on any developments.
How they influence the Board’s
decision making
We have a PLC Board Compliance
Committee chaired by an Independent
Non-Executive Director that meets every
quarter to discuss all regulatory and
compliance issues impacting, or that may
impact TalkTalk. The Chairman, the CEO and
the Company Secretary report back to the
Board after each Committee meeting. The
Board then discusses the relevant issues and
takes them into consideration when making
decisions and setting strategy, including
during our annual Board strategy session.
REGULATORS
GOVERNMENT
Read more on pages 24 and 25
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Copy to be supplied
Case study: decision making in practice
Public to Private Transaction
One of the major decisions made by the Group this
year was recommending to shareholders the proposed
acquisition of the Company by Tosca IOM Limited. Whilst
the transaction was completed outside this financial
year, much of the decision making and stakeholder
consideration occurred throughout FY21. This was
a transformational transaction for the business and
below is a summary of the transaction and some
examples of how the Board considered various s172
stakeholders in their decision making.
The transaction
On 8 October 2020, a rule 2.4 announcement was
released upon receipt a preliminary and non-binding
proposal from Toscafund Asset Management (TAM)
regarding a possible cash offer (‘Cash Offer’) to be made
by a newly formed company (Tosca IOM Limited) for the
entire issued and to be issued ordinary share capital of
the Company at a price of 97 pence per share, together
with a full unlisted share alternative (‘Alternative Offer’).
This announcement informed shareholders that the
Board had considered the terms of the proposal and had
agreed to progress the proposal further with TAM along
with taking advice from the Company’s advisers.
On 17 December 2020, a rule 2.7 announcement was
released, announcing that the board of Tosca IOM
Limited and the Independent TalkTalk Directors had
reached agreement on the terms of a recommended
acquisition. The Acquisition was to be implemented by
way of a Court-approved scheme of arrangement. The
Independent TalkTalk Directors, who were advised by
Barclays and Deutsche Bank as to the financial terms of
the Cash Offer, considered the terms of the Cash Offer
to be fair and reasonable. Accordingly, the Independent
TalkTalk Directors recommended unanimously that the
scheme shareholders vote in favour of the scheme at the
Court Meeting and TalkTalk shareholders vote in favour of
the resolutions to be proposed at the General Meeting.
On 5 February 2021, a scheme document, together with
the associated forms of proxy and form of election, were
published and posted to TalkTalk shareholders. This
provided further information to shareholders about the
offer, including the timeline for the process, notice of the
Court and General Meetings, details of how to remotely
attend and/or vote at the meetings and how to elect the
Cash Offer or Alternative Offer.
On 1 March 2021, the court and general meetings were
held. It was announced that all the resolutions proposed
were duly passed by the requisite majorities and the
scheme was approved. The results of the shareholder
votes were published with 98.53% of eligible scheme
shares voting in favour of the scheme at the Court
Meeting and 98.40% of voting TalkTalk shares voting
in favour of the resolutions at the General Meeting.
The court sanctioned the scheme on 10 March 2021 and
the scheme became effective on 12 March 2021 with the
shares de-listed from the London Stock Exchange on
15 March 2021. As a consequence of the transaction
the Group re-registered from a public company called
TalkTalk Telecom Group PLC to a private company called
TalkTalk Telecom Group Limited.
Shareholders
Throughout the process shareholders were at the
forefront of all considerations of the Directors of TalkTalk.
This is showcased by the following actions:
• The proposed acquisition was only considered by the
Independent TalkTalk Directors, to ensure an objective
decision was made, taking into account the interests of
management and the Company’s stakeholders
(including shareholders).
• The Independent Directors took advice from
independent advisers, Barclays and Deutsche Bank,
to ensure the financial terms of the offer were fair
and reasonable.
• In deciding that the Cash Offer was fair and reasonable,
the Independent Directors and independent advisers
considered that the offer represented a premium
of approximately:
- 16% to the closing share price on 7 October 2020
(being the last business day before the
commencement of the offer period);
- 26% to the average share price for the three month
period ended 7 October 2020; and
- 17% to the average share price for the six month
period ended 7 October 2020.
Section 172 continued
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Copy to be supplied
• The scheme enabled all shareholders to choose
between the Cash Offer and the Alternative Offer,
meaning that if they wanted to remain a shareholder
in TalkTalk they were able to do so.
• For the scheme to be approved at the Court Meeting
and resolutions to be passed at the General Meeting,
no less than 75% of eligible shareholders who voted
(either in person or by proxy) had to vote in favour of the
scheme and resolutions. So regardless of the advice
from the Independent Directors and independent
advisers, the majority of shareholders had to also
support the transaction.
• The scheme also had to be approved by the Court in
order for it to be sanctioned. If the Court deemed the
scheme unfair, it could refuse to sanction the scheme.
• At both the Court Meetings and General Meeting,
shareholders were able to voice concerns and ask
questions of the Board.
• Throughout the process, all shareholders were kept
informed via various public documents, e.g. the rule 2.4
and 2.7 documents and the scheme document.
• Shareholders were provided contact details of the
Head of Investor Relations and the registrar, Equiniti,
to ask questions if they were unsure of any details.
Colleagues
Given this was a transformational transaction for the
business, colleagues were regularly kept up to date on
the process and what it would mean for them in the
following ways:
• Numerous blog posts on ‘The Wire’ from the executive
management team updating colleagues on the process
to keep them informed and reassure them.
• A formal letter from the Executive Chairman was
issued to all colleagues and published on ‘The Wire’ on
17 December 2020, providing a summary of what happens
next along with a copy of the rule 2.7 announcement.
• Colleagues were reassured of their roles under the new
ownership structure within the rule 2.7 announcement,
which stated that Tosca IOM Limited attaches great
importance to the skills and experience of the existing
management and employees, as well as stating that
they do not envisage making any significant changes in
relation to the continued employment of the TalkTalk
Group’s employees and management.
• A list of FAQs regarding the transaction was published
on ‘The Wire’ for colleagues.
• Detailed information was provided by the Reward
Director for colleagues on ‘Sharesave’ and ‘Sharematch’
schemes, as well as more senior colleagues with long
term incentive plans. The Reward Director also held
‘drop-in’ sessions to answer any questions.
• Throughout the process it was vital that all shareholders
were treated the same, so whilst colleagues were kept
informed of the process, there was no special
treatment specifically for colleague shareholders.
• Upon completion of the transaction there was a video
message to colleagues from the Executive Chairman
and CEO confirming the change in ownership structure,
whilst re-affirming that the strategy remains unchanged.
Customers
Whilst the transaction is merely a change of ownership
structure and there is no change to the services we
provide our customers, we did ensure we informed them
of the process.
• An email from the CEO went out between the rule 2.7
announcement and the scheme document to update all
customers on the proposed acquisition and change in
ownership structure. This communication made sure
to reassure the customer that there would be no
change to our strategy of giving our customers the
fastest and most reliable fibre broadband we can,
at affordable prices.
• Our specialist contact centre teams were briefed on
answering questions relating to the transaction in case
any customers who held shares called in with questions.
Regulators
Throughout the process we ensured that we kept
regulators updated and complied with all relevant codes.
• The Independent Directors took independent advice
from Barclays and Deutsche Bank for the purposes of
Rule 3 of the Takeover Code.
• Following FCA guidelines we liaised with the Takeover
Panel in order to ensure we were acting in accordance
with the Takeover Code to ensure the fair treatment of
all shareholders.
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Annual Report 2021
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Regulatory environment
Our business activities, and those of BT, our largest supplier,
are subject to the laws and regulations of the UK.
The UK electronic communications regulatory framework is mainly
contained within:
• the Communications Act 2003; and
• the Wireless Telegraphy Act 2006.
The EU Common Regulatory Framework is implemented through
the above legislation.
This domestic legislation governs the regulation of the telecoms
markets, guarantees basic user rights, and sets out the powers and
duties of Ofcom as the national regulator, including how radio
spectrum in the UK is managed.
The EU Common Regulatory Framework has been under review and a
new electronic communications directive – the European Electronic
Communications Code (EECC) – was adopted by the EU in December
2018 with EU countries applying the new directive to their national law
by 21 December 2020. This included the UK given that this date fell
within the transition period.
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,
the Enterprise and Regulatory Reform Act 2013 and the Digital
Economy Act 2017.
The UK telecommunications market is regulated by Ofcom,
which sets the charges and other terms for wholesale access to
infrastructure and associated services provided by BT, where BT
is deemed to have ‘Significant Market Power’. Most of the regulated
wholesale products we purchase from BT are provided by
Openreach. 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 Openreach to be
able to offer services to our customers. The key wholesale products
we currently rely on are LLU (the Copper connections into homes/
businesses), Generic Ethernet Access (GEA) (access to Openreach’s
FTTC network) and Ethernet (dedicated Fibre links used to connect
exchanges to our core network and also to connect some business
customers). The prices and terms of these are set by Ofcom through
a number of market review processes which gives us reasonable
certainty of future wholesale charges. In March 2021, Ofcom
published its five year review that sets the regulations and charges
that will apply from April 2021-2026 for major wholesale products
such as MPF, GEA and Ethernet.
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,
made up of various members of the senior management team.
Electronic communication services
European Electronic Communications Code
Despite the UK’s departure from the European Union, the EECC was
still required to be adopted which brought into effect a range of new
requirements. This included the requirement to update rules on fair
treatment and easier switching for mobile and broadband customers.
In February 2021, Ofcom published proposals on a new customer
switching process called ‘One-Touch Switch’ (where the customer
would not need to contact their existing provider in order to switch
broadband provider). Following a consultation until the middle of
April 2021, Ofcom will publish its final decision which will come into
force in December 2022. The implementation of the new rules will
require some investment of resource and cost.
There are some further requirements in the EECC which are also
being implemented such as updated contract information at the
point of sale, stricter right to contract exit rules and more support
for vulnerable/disabled customers.
Ofcom Strategic Review of Digital Communications
BT completed the legal separation of Openreach in October 2018
to address the competition concerns Ofcom identified in its 2016
Strategic Review of Digital Communications. Ofcom has committed
to monitor the new arrangements and if they are not effective will
review whether to impose structural separation. We continue to
engage with Openreach and Ofcom to urge quicker progress and
believe that structural separation will be required if legal separation
does not yield tangible consumer benefits.
Wholesale Fixed Telecoms Market Review
Ofcom published its Wholesale Fixed Telecoms Market Review
(WFTMR) which came into effect in April 2021. This sets regulation
for both the Business Connectivity Market and Wholesale Local
Access Market for a five year period until March 2026. The rules
are aimed at encouraging FTTP investment whilst also protecting
customers. The proposals are a departure from the previous
approach in many cases. For instance, in 70% of the UK where
there exists or is planned competition to Openreach, Ofcom is not
imposing charge controls that reflect Openreach’s costs but rather
allowing current Openreach MPF and FTTC prices to rise at CPI
inflation. We consider Ofcom’s changes will result in many customers
paying excessive prices whilst not benefiting from FTTP investment.
In the other 30% of the UK prices will also rise at CPI+0 but the prices
are dependent on Openreach rolling out FTTP to 3.2 million premises.
The minimum quality levels that Openreach must provide are broadly
similar to the previous levels. In the business connectivity market a
CPI+0 price cap to Ethernet products applies across the UK though
in the 30% of the UK Openreach must also provide a dark fibre
access product.
Duct and pole access
Openreach will still be required to provide wholesale access to its
ducts and poles so that its rivals can use these assets to roll out their
own FTTP networks and Ofcom expects that PIA will be widely used
by non-Openreach FTTP builders and make more roll-out viable.
Effective duct and pole access will benefit us by reducing the cost
and increasing the speed of the roll-out of non-Openreach FTTP
networks which we will rely on in certain areas.
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Annual Report 2021
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FTTP policy
Following the 2019 General Election, the Government set a new and
more ambitious goal of ensuring that there is nationwide coverage
with ‘gigabit capable’ broadband by 2025. This term would cover
both FTTP connections and Virgin Media’s Data Over Cable Service
Interface Specification (DOCSIS) network. As part of this goal, the
Government is committed to promoting infrastructure competition
and bringing down barriers to network deployment. The key
components of the strategy are:
• reducing build costs through bringing forward legislation to ensure
Full Fibre deployment to new builds; and simplifying wayleaves so
that telecoms companies have a ‘right to entry’ like other utilities. It
is also seeking to streamline street works by issuing a standardised
national framework for operators and local authorities;
• supporting access to passive infrastructure through Openreach
delivery of the DPA improvements and reviewing the regulations
for access to third party infrastructure;
• supporting roll-out in rural areas through an ‘outside-in’ strategy
to connect the final 20% using public investment;
• requiring Ofcom to oversee an industry-led switchover from
Copper to Full Fibre networks; and
• improving access to spectrum and cell sites to enable increased
mobile coverage and enable 5G deployment.
In December 2020, the Government launched the UK Gigabit Project
to incentivise Full Fibre build in more rural areas, in order to reach
85% of the country by 2025. This took the form of £1.2bn investment.
In March 2021, the Government published the first areas to benefit
from this pledge, identifying the 20% of the country unlikely to attract
commercial investment.
Automatic compensation
TalkTalk continues to implement this voluntary code which provides
customers with automatic compensation in specific instances on
broadband and landline services. Following an Ofcom-permitted
suspension of the regime for operators due to Covid-19, payments
have been restored in 2021.
Television and video-on-demand regulation
As a provider of an On-Demand Programme Service (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.
There is, at present, no wholesale or retail price regulation on the
provision of any TV channel, following Ofcom’s withdrawal of
regulation on Sky Sports in December 2015.
Brexit and future UK-EU trade arrangements
On 31 January 2020, the UK left the European Union (EU), although
it remained in a transitional arrangement with the EU until the end
of 2020. The UK-EU Trade and Cooperation Agreement agreed on
24 December 2020 has brought certainty and clarification about
many (but importantly not all) of the changes arising from the UK’s
departure from the EU. It is assessed that the Group has limited direct
exposure to Brexit as it only provides services within the UK, has
limited non-UK suppliers and contingency plans are in place for
identified risks. In respect of telecoms services, the agreement is
relatively restricted, which reflects the fact that the European
Electronic Communications Code (EECC) was implemented by all
Member States by 21 December 2020, including the UK, so there is a
high degree of alignment and shared objectives regarding telecoms.
The agreement limits the extent to which either party can diverge
from current EU telecoms regulations.
The EU’s decision to award adequacy status to the UK has resolved
concerns about potential limits to data-sharing. However, we
continue to closely monitor our key potential supply chain exposures
and the longer term implications of the new relationship with the EU.
Child online safety
Following a long consultation process, the Government published
its response to the Online Harms White Paper in late December.
It confirmed it will appoint Ofcom as the online harms regulator to
oversee a regulatory system based on a new statutory duty of care on
companies which allow users to share content or interact with each
other online. Ofcom will oversee an enforcement regime which could
see the regulatory levy fines of up to 10% of their annual global turnover.
The Government’s response confirmed that ISPs will not be in scope
of the new regulation. However, the Government proposes that ISPs
will be required to play an enforcement role on behalf of a regulator
by blocking access to non-compliant sites. This is intended to be a
measure of last resort in cases of repeated or particularly egregious
non-compliance. To protect freedom of expression, the regulator will
be required to obtain a court order ahead of requesting this step.
The Online Harms Bill is expected to be introduced to Parliament in
the next session and will be subject to pre-legislative scrutiny. We are
in discussion with Ofcom and Government about the legislation and
future implantation of these requirements.
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Corporate social responsibility
Digital safety and security
Internet Matters
We are a founding member and a proud partner of Internet Matters,
an organisation that provides information, support and advice for
parents and carers across the UK about digital safety. We are a
top-tier funder and are represented on its Board and CEO Governance
Committee. We continue to support the organisation’s development,
including bringing new partners on board and helping with a new
membership and funding strategy. In addition to our contributions,
we also provide in-kind marketing support and regularly promote its
work to colleagues and customers, including participating in Safer
Internet Day 2021.
Internet Watch Foundation
TalkTalk is also a top-tier member of the Internet Watch Foundation
(IWF), the not-for-profit entity whose vision is to eliminate child sexual
abuse imagery online. We continue to implement the charity’s URL list
service so that our customers are prevented from accidentally
stumbling upon child sexual abuse imagery. In addition to these core
services, our funding contributes to the IWF’s Hotline function, which
offers a way for victims and members of the public to report abusive
imagery anonymously so that they can be removed, and research into
the impact of new technologies.
Our products and services
One of the most significant ways we can improve overall digital
safety and security is through the products and services we offer.
10 years ago, TalkTalk was the first internet service provider to launch
a whole-home filtering service, HomeSafe®, to all residential customers
at no extra cost. We continue to offer SuperSafe to customers,
providing protection from viruses and malware, plus the peace
of mind of secure web browsing.
Blocking scam and unwanted calls is another priority. CallSafe, a free
security feature for customers that screens inbound calls, continues
to be popular with our customers. We identify and block millions of
scam and unwanted calls every month. We continue to innovate in
this area and have made a number of proactive recommendations
to the industry and Ofcom about further options to tackle nuisance
calls, including number spoofing.
Our communities
Ambitious about Autism
We are delighted to continue providing support for Ambitious
about Autism, the national charity for children and young people
with autism. It provides pioneering education services and campaigns
for better outcomes for autistic young people. In 2020, our usual
fundraising activity was disrupted due to the pandemic. However,
we continued to support Ambitious by donating to their emergency
appeal and organising fundraising activities throughout the year.
We also help raise awareness with our colleagues, including partnering
on a series of events during World Autism Awareness Month.
TalkTalk is the lead partner for Ambitious about Autism Employ
Autism project in the north-west. This project connects businesses
with young autistic people to provide high-quality, paid work placements
to support the development of work-based skills. After a pause during
lockdown, we have made good progress in reviewing our recruitment
and employment practices to make them more inclusive for neurodiverse
candidates. We hope to recruit interns for the programme in Summer
2021, who will spend up to three months with TalkTalk.
Local Salford community
We are proud to be a Salford business and committed to building
a strong connection to our neighbours and prosperity in our city.
We are involved in several initiatives to promote social wellbeing and
economic growth in the region. We have built a strong partnership
with the Department for Work and Pensions (DWP) and supported
local employment initiatives, including working together to host a
virtual jobs fair. We are also participating in the Kickstart scheme to
offer paid work placements to young people in the area. This work
complements strong partnerships with local education organisations,
including local colleges and universities. Our Employee Networks
have partnered with local organisations, including the Proud Trust,
Salford Pride and the University of Salford, and we promote local
volunteering opportunities to our colleagues, including trustee
positions in local charities.
Since the beginning of the Covid-19 pandemic, we have adapted our
corporate responsibility work to tackle acute needs and support the
most vulnerable in society. We have made several donations to the
Salford Food Share Network to provide emergency food support,
while also supporting the production of Personal Protection Equipment
(PPE) for local health workers. When schools were closed in January
2021, we donated new laptops to Salford City College to support
young people to learn remotely.
We also adapted our customer processes in recognition of the
disruption and distress caused by the pandemic. We capped prices
for vulnerable customers on a landline only service to ensure they
were not penalised for increased reliance on their phoneline during
the first lockdown. We also created a dedicated hotline for vulnerable
customers to speak to a customer support agent. We have reviewed
and adapted our debt and disconnection policies to give flexibility
to customers whose income may have been impacted due to
Government restrictions. We have also worked to tackle digital
exclusion over the past year, including piloting a new approach to
subsidised connections for jobseekers in partnership with the
Department for Work and Pensions. This pilot began in the north-west
in November 2020 and will be evaluated later this year, with the
intention to expand it across the whole country. As we come out of a
pandemic period which has demonstrated the importance of a good
broadband connection, we retain our commitment to offering value
to customers and promoting affordable connections for all.
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Annual Report 2021
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Our people
Good employment
TalkTalk is proud to be a good employer and we strive to support
our colleagues’ wellbeing and development. We have also been
accredited as a Supporter of the Greater Manchester Good
Employment Charter, in recognition of our commitment to good
employment and employee wellbeing including good recruitment
processes, strong learning and development opportunities, fair
employment terms and a commitment to flexible working. We are
currently working towards Membership of this Charter. TalkTalk was
accredited as a Living Wage employer by the Living Wage Foundation
in 2020 and we continue to champion its work.
Inclusivity and diversity
At TalkTalk we celebrate diversity and pride ourselves on being an
inclusive place to work. We commit to ensuring that everyone is
treated fairly and that there is diverse representation at all levels,
and in all areas, of the business. We also ensure there are no barriers
to progression or recruitment at TalkTalk and that appointments are
based on merit.
Our equality policy outlines that it is unlawful to discriminate directly
or indirectly in recruitment or employment because of age, disability,
sex, gender identity, pregnancy, maternity, race (which includes
colour, nationality and ethnic or national origins), sexual orientation,
religion or belief, or because someone is married or in a civil
partnership. This also extends to discrimination after employment,
for example refusing to give a reference for a reason related to one
of the protected characteristics. This policy is considered through
processes across the people team to ensure equal opportunities.
We are working towards aspirational targets for ethnicity and gender
diversity at all levels of our business, with a particular focus on getting
women into technology roles. During the year we were recognised as
a leader of equality, diversity and inclusion, by being selected in the
‘Inclusive Top 50 UK Employers List’ for demonstrating best practice
across all strands of diversity including age, disability, gender, LGBT,
race, faith and religion.
We have a positive approach to attracting, recruiting and developing
disabled talent. We are a Disability Confident Committed employer
and offer all disabled candidates who meet the minimum role
requirements an interview. In the event of members of staff
becoming disabled, every effort is made to ensure that their
employment with the Group continues and that appropriate training
is arranged. It is the policy of the Group that the training, career
development and promotion of disabled persons should, as far as
possible, be identical to that of other employees.
Our Dignity at Work policy addresses issues of bullying and
harassment on any ground, and how complaints of this type will
be dealt with. We recognise our obligations not to discriminate for
any reason and will not discriminate unlawfully against any of our
employees, agency workers, self-employed persons, contract
workers or customers using or seeking to use goods, facilities or
services provided by us.
Gender diversity(1)
Gender diversity – all colleagues
32+
32+68+68+C
Female 33% (FY20: 32%)
Male 67% (FY20: 68%)
Gender diversity – senior management
(Band C and above)
31+
31+69+69+C
Female 29% (FY20: 31%)
Male 71% (FY20: 69%)
Gender diversity – Directors(2)
20+
20+80+80+C
Female 20% (FY20: 20%)
Male 80% (FY20: 80%)
(1) FY21 numbers as at 28 February 2021. FY20 numbers as at 31 March 2020.
(2) Post the completion of the Public to Private Transaction on 12 March 2021,
the new Board of Directors consists of nine people (11% female and 89% male).
TalkTalk Telecom Group Limited
Annual Report 2021
27
Corporate social responsibility continued
Our people continued
Anti-bribery and corruption
The Group has robust anti-bribery and corruption policies in place.
These policies:
• remind colleagues of the relevant law governing these issues;
• define the high standards we expect colleagues and partners to
adhere to;
• set out scenarios and examples to ensure colleagues can identify
instances of bribery or corruption;
• advise colleagues on how they can ask questions or report
concerns; and
• define the disciplinary consequences for failure to comply with
our policies.
The policies include, but are not limited to:
• Offering a bribe – such as offering bribes to potential customers
to gain their business and offering discretionary cash rebates to
customers in order to inflate their sales/retention bonuses.
• Receiving a bribe – such as accepting a gift to secure new or
continued business with our suppliers.
• Bribing foreign officials – such as arranging for the business to pay
an additional payment to a foreign official to speed up administrative
processes and inappropriate payments relating to customs.
• Facilitation payments/kickbacks – any form of facilitation or kickback
payment made in return for a business favour or advantage.
• Charity donations – whilst TalkTalk does on occasion make
charitable donations, our anti-corruption and bribery policy sets
out the required approval process to ensure these payments are
appropriate and not used to solicit business advantage.
The anti-corruption and bribery policy offers advice and guidance
on how colleagues should ask for advice or report concerns. Calls can
either report concerns to HR, or use a confidential reporting helpline
if they wish to remain anonymous. Calls made to this service are
regularly reviewed and investigated where appropriate.
Our anti-corruption and bribery policies are available for colleagues
to view on the corporate intranet and are reviewed on a regular basis
to ensure they remain fit for purpose.
Human rights and modern slavery
Ethical behaviour is at the heart of everything we do at TalkTalk. We
are committed to identifying and addressing any human rights risks,
such as modern slavery within our business and supply chains,
including those of our subcontractors and partners. We have recently
launched a review of all our policies to ensure they fully reflect human
rights and we will update our processes where needed.
Our Modern Slavery Statement can be found on the TalkTalk
Group website.
Protecting our environment
At TalkTalk we take our environmental responsibility seriously and we
are committed to doing everything we can to step up and help meet
the challenges of climate change reduction.
Climate change and environment is one of the defining issues of our
time. No business is immune from the consequences. Every business
can and should play a role.
We have recently published a new Environmental Policy which
addresses a number of areas, such as measuring our carbon footprint
and our route to achieve ‘net zero’, our use of materials in our equipment,
how our people can help tackle environmental issues and how we
can enable our customers and wider stakeholders to reduce their
environmental impact. More information on our new Environmental
Policy can be found on the TalkTalk Group website.
Our biggest environmental impact is from CO₂ and greenhouse
gases produced as a result of the energy we consume to operate our
business (predominantly electricity). In 2010 we set a target to reduce
our tCO₂ intensity (measured in tonnes of CO₂/gigabit of bandwidth)
by 80% by 2020, which we have achieved due to a 1,752% increase in
bandwidth and a 58% reduction in tonnes of CO₂.
We are now taking the next step in emissions reduction, and in
November 2020 committed to setting a Science Based Target
for our carbon emission reductions. That target will be consistent
with the ‘Business Ambition for 1.5°C’ campaign to limit global
temperature rise to no more than 1.5°C above pre-industrial levels.
In October 2020, we took great strides in reducing our footprint by
switching to a renewables energy provider. This will cover our scope 2
emissions. Furthermore, we will switch the gas used in our offices to
green gas, creating further efficiencies. These reductions mean that
future scope 1 and 2 emissions are unlikely to exceed 1,000 tonnes.
In order to reflect this in our reporting and in accordance with the
Greenhouse Gas Protocol Scope 2 Guidance, electricity emissions
for 2021 have been calculated using both the location and market
based methods, meaning electricity obtained from low-carbon
suppliers can now be reflected in Scope 2 market based reporting.
We continue to operate an energy management system in accordance
with the internationally recognised energy management standard
ISO 50001 and are certified by a UKAS registered assessment body.
As well as ISO 50001 accreditation, we also hold Carbon Saver Gold
certification and participate in the Carbon Disclosure Project which is
a global system for investors, companies, cities, states and regions to
manage their environmental impacts. In our 2020 Carbon Disclosure
Project submission, we improved our ranking and progressed to A-,
above the industry benchmark.
As a result of a number of the actions noted above, we have reduced
our total emissions, intensity and energy consumption, as evidenced
by the tables below. These tables cover our mandatory reporting of
greenhouse gas emissions pursuant to the Companies Act 2006
(Strategic Report and Directors’ Report) Regulations 2013 and The
Companies (Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018. All emissions refer
to UK operations only.
Since the Group changed its fiscal year end from 31 March to
28 February, to allow for more meaningful year on year comparisons
going forwards, the 2021 reporting period is the twelve months from
1 March 2020 to 28 February 2021, which differs from the eleven
months to 28 February 2021 reported in the financial statements.
Mandatory greenhouse gas emissions
Emissions source
2021
Market
based
2021
Location
based
2020
Location
based
Fuel combustion: stationary
220
220
214
Fuel combustion: mobile
59
59
523
Facility operation(1)
1,812
1,812
129
Purchased electricity
5,888
6,382
7,016
Total emissions (tCO₂e)(2)
7,979
8,473
7,882
Bandwidth (Gb/sec)
5,895
5,895
4,345
Intensity (tCO₂e per Gb/sec)
1.4
1.4
1.8
(1) The year on year increase in facility operation emissions was a result of a large release event
in one of our data centres due to the erroneous activation of our fire suppression systems.
(2) The 2021 market based emissions figure for purchased electricity above reflects our
investment in zero-carbon electricity tariffs at some sites from October 2020 onwards.
STRATEGIC REPORT
TalkTalk Telecom Group Limited
Annual Report 2021
28
Total greenhouse gas emissions (including scope 3)
As part of our overall commitment to reducing our carbon emissions,
we also track specific scope 3 CO₂ emissions, including third party
electricity, business travel (trains, planes and hotels), water and waste.
2021
Market
based
2021
Location
based
2020
Location
based (3)
Total emissions (tCO₂e)(1) (2)
10,793
29,458
32,240
Bandwidth (Gb/sec)
5,895
5,895
4,345
Total intensity
(tCO₂e per Gb/sec)
2
5
7
(1) Scope 1, 2 and 3 emissions.
(2) Scope 3 emissions from co-located sites have seen a considerable reduction under the
market based approach due to many of those sites switching to renewable electricity tariffs.
(3) The 2020 figure has been restated from 34,805 due to an error in the calculation of
scope 3 electricity and third party site emissions in the prior year.
In-house energy consumption
Disclosure of in-house energy consumption in kilowatt-hour (kWh)
is a legal requirement introduced with Streamlined Energy and
Carbon Reporting.
Emissions source
Consumption
2020/21 (kWh)
Consumption
2019/20 (kWh)
Year on year
change %
Electricity
25,205,657
25,301,403
(0.4%)
Natural gas
for heating
550,908
656,674
(16.1%)
Transport fuel(1)
238,813
2,086,366
(88.6%)
Gas oil for backup
generation(2)
463,603
361,796
28.1%
Total
26,458,981
28,406,239
(6.9%)
(1) The 2019/20 figure has been restated to include consumption from private cars used
for business purposes in line with mandatory emissions reporting. The 88.6% reduction
year on year is a result of a significant reduction in transport usage due to travel
restrictions during the Covid-19 pandemic. It is, therefore, expected to increase from
2020/21 levels in future years.
(2) The year on year increase was due to an increased use of generators as we upgraded
our electrical infrastructure systems, which required us to use backup generators
whilst completing the work.
This information was collected and reported in line with the methodology
set out in the UK Government’s Environmental Reporting Guidelines,
2019. Emissions have been calculated using the 2020 conversion
factors provided by Department of Business, Energy and Industrial
Strategy. There are no material omissions from the mandatory scope
1 and 2 emissions.
Case study –
brown box packaging
As a business we issue over a million pieces
of equipment to our customers every year.
Each of those comes in its own packaging,
which requires a lot of materials we ask our
customers to dispose of. We are actively
working to re-use, repair and reduce our
materials consumption.
Last year we turned our attention to
packaging. Our equipment has previously
been sent out in a premium, high gloss,
non-recyclable material box. Now we have
introduced our ‘brown box’; this simple plain
packaging uses FSC-accredited materials
and is 100% recyclable.
The box has a perforated seal so we can
ship as a completely self-contained item.
It has been rigorously tested with drop tests
and weather tests. Its rigidity means the
equipment remains safe and we no longer
need to add an additional external plastic
shipper bag. As a result, we have removed
all external single use plastic packaging.
Additionally, we have also considered the
reverse logistics – what customers do when
they need to return the devices. We have
included two adhesive strips; the first one
closes the box, whilst the second one allows
the customer to seal the same box to return
the device.
This is a major step forward in addressing our
materials impact as part of our Environment
Policy. In addition to introducing the new
brown box, another successful initiative was
a new Royal Mail service to make return of
equipment even easier for customers.
This is vital as our calculations show that
refurbishing devices is 18 times less carbon
intensive than manufacturing a new one.
TalkTalk Telecom Group Limited
Annual Report 2021
29
Corporate governance
Introduction
During the period the Company’s shares were quoted with a primary
listing on the London Stock Exchange and therefore the approach to
corporate governance was to comply with the provisions of the 2018
UK Corporate Governance Code issued by the Financial Reporting
Council (‘the Code’). This section, together with the Strategic Report,
explains how the Company applied the principles and complied with
the provisions of the Code and its five key sections: 1. Board Leadership
and Company Purpose; 2. Division of Responsibilities; 3. Composition,
Succession and Evaluation; 4. Audit, Risk and Internal Control; and
5. Remuneration. Where there have been departures from the provisions
of the Code, there are explanations provided later on in this section.
The Board of the Company is still reviewing what approach to corporate
governance is required to be followed for the current and future
financial years given the Company is no longer a quoted company.
Board leadership and Company purpose
During the period, the Board reported business developments and
financial results to the Company’s stakeholders through news
releases (including results announcements) and Company
publications.
The Chief Executive Officer and the Chief Financial Officer led
responsibility for investor relations. They were supported by the
Head of Investor Relations who, amongst other matters, organised
presentations for analysts and institutional investors. There was a full
programme of regular meetings and dialogue with major institutional
shareholders, fund managers, analysts, retail brokers and credit
investors, and the Chairman ensured the Board received regular
updates at the Board meetings held during the period. The Board also
received periodic reports on investors’ views of the performance of
the Company.
The Company has historically communicated with shareholders
through its AGM, at which the Chairman provided an account of
the progress of the business over the previous year and a review of
current issues, which presented the opportunity for shareholders to
ask questions. Due to the restrictions caused by the Covid-19 pandemic,
the 2020 AGM was held as a closed meeting to shareholders, and
although shareholders were unable to attend the meeting in person,
the Company set up a dedicated electronic mailbox for shareholders
to ask questions of the Board in advance of the meeting.
The Company also kept its customers and suppliers informed of any
service updates through a combination of emails, letters and telephone
communications throughout the Covid-19 pandemic. Our larger
customers and suppliers were also connected with their account
managers, in addition to dedicated teams that engaged with the
Company’s regulators and key external stakeholders. The Company’s
employees had access to ‘the Wire’ an internal portal which contains
regular updates provided by the Executive Committee and senior
management team along with regular email blogs from the business.
The Board also communicated with employees via the ‘Employee
Voice’ forum, and pursuant to Provision 5 of the Code, Nigel Langstaff
was appointed as the Non-Executive Director to lead the group. More
information can be found on page 19.
Further detail on how the Board engaged with stakeholders can be
found under the Strategic Report on page 18 to 23.
The Company operated a Whistleblowing service, which had been
in place since 2017, provided by Navex Global (previously known as
InTouch CRS), with details available to all colleagues on the Company
intranet. The service provided a confidential phone and web based
channel for colleagues to report any incident or activity which they
believed should be raised.
The disclosure requirements of this corporate governance statement
as required under Disclosure & Transparency Rule 7.2 are fulfilled in
the Directors’ Report which can be found on pages 53 and 54.
Division of responsibilities
Taking into account the changes to the Board during the year, which
are described below, as at 28 February 2021 the Board had ten
members, comprised of three Executive Directors; Sir Charles
Dunstone (Chairman), Tristia Harrison (Chief Executive Officer)
and Kate Ferry (Chief Financial Officer) and seven Non-Executive
Directors; John Gildersleeve (Deputy Chairman), Ian West (Senior
Independent Director), Roger Taylor, Sir Howard Stringer, Nigel Langstaff,
Phil Jordan and Paul Reynolds.
During the period the following Board changes occurred: the
Company announced on 27 March 2020 that Paul Reynolds would
be appointed as a new Independent Non-Executive Director with
effect from 1 April 2020 and he was subsequently appointed to chair
the Board’s new Fibre to the Premises (FTTP) Committee, further
information on this committee can be found on page 31.
The Company announced on 17 December 2020 that Kate Ferry
would stand down from the Board with Phil Eayres assuming the role
of Chief Financial Officer, which became effective from 12 March 2021.
Phil has worked with the business for over six years, initially as Operations
Director in Consumer and more recently as an independent strategic
adviser leading the development and disposal of FibreNation, as well
as the strategic planning for the Group, whilst also playing a key role in
the successful Public to Private Transaction.
In accordance with Provision 10 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 Director),
Sir Howard Stringer, Nigel Langstaff, Phil Jordan and Paul Reynolds.
The Board considered John Gildersleeve and Ian West as independent
even though they had served on the Board for over nine years because
both satisfied all of the other tests of independence set out in the
Code and each demonstrated a strong degree of independence in
their interactions with the Board. Additionally, the Board believed
their skills and experience of the Company far outweighed what
the loss to the Company would be if their appointments had ended.
Roger Taylor, although a Non-Executive Director, was not considered
to be independent as he was previously Deputy Chair of the Company
from January 2010 to July 2012 and had other significant business
interests with the Chairman.
As explained in the Company’s prospectus in 2010, Sir Charles Dunstone
was not considered to be independent on his initial appointment as
Chairman in accordance with Provision 9 of the Code 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 accordance with
Provision 19 of the Code in respect of his tenure as Chairman being
beyond nine years and effective succession planning in order to
develop a diverse board, the Board considered overall that the wealth
of experience Sir Charles brought to the Board and his role as Chairman,
along with fact that he continues to be the driving force behind the
Company’s development, meant it was in the best interests of the
Company for Sir Charles to continue as Chairman. Further, the Board
also believed that the fact the Board as a whole had a strong element
of independence meant Sir Charles was not able to exercise any
undue influence on the Company’s decision making processes.
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
30
The Chairman and the Executive Directors have service contracts
that could be terminated by either the Company or the Director on
twelve months’ notice. Further, the Non-Executive Directors were
expected to serve for an initial period of three years, albeit either
party could terminate their appointment on three months’ notice
with no compensation for loss of office. After each three year period,
their contracts automatically renewed. The initial three year periods
commenced on the following dates: John Gildersleeve (20 January 2010);
Ian West (8 February 2011); Sir Howard Stringer (26 July 2012);
Roger Taylor (11 November 2015); Nigel Langstaff (15 November 2017);
Phil Jordan (16 October 2018); and Paul Reynolds (1 April 2020).
The Company Secretary maintained a register of Directors’ interests
and external appointments, which included any situational and
transactional conflicts of interest. Directors were required to report
actual or potential conflicts of interest to the Board for consideration
and, if appropriate, authorisation. No conflicts of interest were
reported during the period.
How the Board operated
The Board reserved certain matters which required Board approval,
and delegated others to a Committee of the Board for approval.
Matters that were reserved for the Board included approving the
Group’s strategy, annual budgets and other 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.
Non-Executives did not form part of the executive management
team and their responsibilities included: 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 were robust and defensible.
Board Committees(1)
The Board established six principal Committees as set out below, to
which it delegated certain matters; the first three were as required by
the Code, the fourth was to ensure the compliance of the Group
within the consumer and business regulatory environment in which it
operated, the fifth, the Security Committee, managed any security
threats and risks to the business and the sixth was the newly
established FTTP Committee, which was put in place to direct and
govern those involved in the day to day management of the
Company’s business relating to FTTP.
In the period, the current members of each Committee are
listed below:
Audit
Remuneration
Nomination
Compliance
Security
FTTP
Nigel Langstaff (c)
John Gildersleeve (c)
John Gildersleeve (c)
John Gildersleeve (c)
Phil Jordan (c)
Paul Reynolds (c)
Ian West
Ian West
Ian West
Tristia Harrison
Sir Charles Dunstone
Tristia Harrison
Phil Jordan
Roger Taylor
Sir Howard Stringer
Tim Morris
Tristia Harrison
Sir Howard Stringer
(c) Chair.
The work of each Committee is described in more detail in the section
relating to it below:
Committees required by the Code
Audit Committee
A detailed description of the Committee’s remit and work during
the period is contained in the Audit Committee Report on pages 35
to 37. Other Directors and senior management, including the Chief
Financial Officer, the Chief Executive Officer, the Company Secretary
and the external auditor, attended by invitation of the Committee.
The Chair of the Committee updated the Board following each
Committee meeting.
The Committee’s terms of reference during the period complied
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 38 to 52. Other Directors, including the Chief Executive Officer,
the Chief Financial Officer, the Company Secretary, the Chief
People Officer and advisers, attended meetings by invitation of
the Committee.
The Chair of the Committee updated the Board following each
Committee meeting.
The Committee’s terms of reference, during the period complied
with the Code.
Nomination Committee
The Committee was responsible for supporting a diverse pipeline
of succession planning at Board level, overseeing the selection and
appointment of Directors, regularly reviewing the structure, diversity,
size and composition of the Board and making its recommendations
to the Board. It assisted in evaluating the commitments of individual
Directors and the balance of skills, knowledge and experience on
the Board.
Following the appointment of Paul Reynolds to the Board, an induction
pack was provided which included key contacts, Group structure,
corporate calendar, key Group policies and the Company’s share
dealing code. A number of governance matters were also outlined,
including Directors’ duties, conflicts of interests, the Code and
further detail was provided on requirements under the Market Abuse
Regulation. The Company Secretary met with Paul Reynolds to talk
through the induction pack to ensure that his duties and responsibilities
were fully understood and thereafter was available to advise on any
queries or concerns. In addition, Paul Reynolds participated in a thorough
induction process meeting virtually via Microsoft Teams with the
Executive Committee and other members of key management.
When taking into account appointments, the Committee and the Board
overall understood the importance of having a diverse membership
and recognised that diversity encompasses diversity of skills and
experience, age, gender, disability, sexual orientation, ethnicity,
cultural background and belief.
The diversity policy applied equally to all appointments in the
Company, and the Board continued to believe that appointments
should be made on merit, the key criterion being whether or not the
appointee would add to or complement the existing range of skills and
experience on the Board. Enhancing diversity at all levels is important
and we reviewed it annually in accordance with relevant guidance.
(1) Following the Public to Private Transaction the Board of the Company is reviewing what
Board Committees there will be going forwards and will provide an update in next year’s
Annual Report.
TalkTalk Telecom Group Limited
Annual Report 2021
31
Corporate governance continued
Committees required by the Code continued
Nomination Committee continued
Further detail on the Company’s diversity policy, its objectives and
linkage to company strategy and the gender balance of those in the
senior management and their direct reports can be found in the
Strategic Report (page 27).
Due to the advanced stages of the Public to Private Transaction towards
the end of the period and the potential outgoing Board, it was decided
the scheduled Nomination Committee meeting for FY21 was not
required and therefore it did not take place.
The Committee’s terms of reference, during the period complied with
the Code.
Other committees
Compliance Committee
The purpose of the Committee was to provide the Board with visibility
of how the Group remained compliant with consumer regulations
affecting its businesses from time to time. Its members therefore
included those senior executives who were operationally responsible
for implementing permanent changes necessary to ensure the Group
remained compliant.
Such members were accountable to the Committee and the Board
for the successful delivery of such changes.
This Committee met three times during the year and reported to the
Board accordingly. The Group also operated a weekly Compliance
Committee made up of those senior executives responsible for all key
areas of compliance across the Group. At those meetings relevant
compliance was monitored against a weekly scorecard.
Security Committee
The Security Committee provided overall assurance and oversight of
TalkTalk’s Security Programme by managing the security threats and
risks based off the Company’s business strategy and risk appetite.
The Committee met four times during the year and was chaired by
Phil Jordan (Non-Executive Director); members of the Committee
included: Tristia Harrison (Chief Executive Officer), Sir Charles
Dunstone (Executive Chairman), the Head of Security and various
other members of the executive management team.
FTTP Committee
The purpose of the Committee was to supervise, direct and govern
those executives of the Group involved in the day to day management
of the Company’s business relating to FTTP, broadband connectivity
products and services, including without limitation in respect of
negotiations with third party suppliers of wholesale FTTP connectivity
products and services and the development, marketing, sales and
operation of FTTP products and services for the Group’s consumer
and business customers.
The Committee met twice during the year and was chaired by Paul
Reynolds (Non-Executive Director); members of the Committee
included: Tristia Harrison (Chief Executive Officer) and various other
members of the executive management team.
The Chair of the Committee updated the Board following each
Committee meeting.
Number of regular formal Board meetings attended during the year
Director
Role
Board
Audit
Remuneration
Nomination(1)
Number of meetings
5
4
4
0
Sir Charles Dunstone
Executive Chairman
5/5
Kate Ferry
Chief Financial Officer
5/5
Tristia Harrison
Chief Executive Officer
5/5
John Gildersleeve
Deputy Chairman
5/5
4/4
Ian West
Senior Independent Director
5/5
4/4
4/4
Sir Howard Stringer(2)
Non-Executive Director
4/5
3/4
Roger Taylor
Non-Executive Director
5/5
4/4
Nigel Langstaff
Non-Executive Director
5/5
4/4
Phil Jordan(3)
Non-Executive Director
5/5
3/4
Paul Reynolds(4)
Non-Executive Director
4/5
(1) No Nomination Committee meeting was held in the period.
(2) Sir Howard Stringer was absent from the November Board meeting due to illness and the December Remuneration Committee as it was called at short notice and he had
a prior engagement.
(3) Phil Jordan was absent from the December Audit Committee meeting as it was called at short notice and he had a prior engagement.
(4) Paul Reynolds was absent from the November Board meeting due to a prior engagement.
As well as the formal meetings during the period, the Board met at
other times as appropriate for specific matters including the offer
of the Company, upsizing of the Company’s bond and approval of
the Company’s trading announcements to shareholders.
It was important to the Board that Non-Executive Directors had
the ability to influence and challenge appropriately. To this end all
Non-Executive Directors were given a thorough induction to the
Group and took part in Board discussions. All Directors received
papers to review in advance of meetings.
The Chairman would meet regularly with the Non-Executive
Directors, prior to every Board meeting. however, due to the Covid-19
pandemic, those meetings were limited due to restrictions enforced
by the Government during 2020. The Chairman remained available
to the Board to ensure any concerns could be raised and discussed,
if required, outside of the formal Board meetings.
There was a clear division of responsibilities in place between the
Chairman and the Chief Executive officer during the period which was
set out in writing and displayed on the Company’s corporate website.
The management of the Group’s business activities during the period
was delegated to the Chief Executive Officer who had ultimate
responsibility for establishing objectives and monitoring executive
actions and performance through the Executive Committee.
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
32
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 that were critical to delivering the Group’s
strategy and maximising shareholder value;
• provide a cross-functional forum for the discussion of opportunities
and risks arising from business activities, as well as to communicate
business performance; and
• manage the Group’s Covid-19 response, through three governance
workstreams; ‘People, Property and Continuity’, ‘Customer
Support’ and ‘Business Scenario Planning’.
Composition, succession and evaluation
During FY20 and in compliance with Provision 21 of the Code, the
Board was subject to an externally facilitated independent Board
evaluation by NJMD Corporate Services Limited (NJMD). A summary
of this evaluation was contained in the 2020 Annual Report. This type
of external evaluation takes place every three years. Due to the Public
to Private Transaction resulting in a new incoming Board, the internal
Board evaluation which usually takes place in March did not take place
during 2021.
The Company Secretary ensured that the Board was made aware of
new laws, regulations and other information appropriate to the Group
to ensure that all Directors continually updated their skills, knowledge
and familiarity of the Group in order to fulfil their roles. Additionally,
each Director had access to the advice and services of the Company
Secretary and also had the ability to take independent external
advice if required.
Remuneration
The Board, primarily through its Remuneration Committee, set
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 had established an ongoing risk management
programme to identify, assess and mitigate business, financial,
operational and compliance risks. The programme was designed to
support management’s decision making and to improve the reliability
of business performance. The risk management process operated
throughout the Group, being applied equally to the main business
units and corporate functions.
The nature of risks identified and assessed was 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 were
put in place where possible and if considered appropriate by the
Board, took account of costs and benefits. A report was 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 had overall responsibility for the Group’s system of
internal controls and for reviewing their effectiveness. The Board
delegated to Executive management the responsibility for designing,
operating and monitoring these systems. The systems were based
on a process of identifying, evaluating and managing key risks and
included 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. Further details are contained in the
Strategic Report on pages 13 to 17.
The systems of internal control are supported by the Internal Audit
and Risk function. Any significant risks identified in the year were given
appropriate priority.
The systems of internal control were designed to manage, rather
than eliminate, the risk of failure to achieve business objectives. They
could only provide reasonable and not absolute assurance against
material errors, losses, fraud or breaches of law and regulations.
The effectiveness of these systems was 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 were also refined as necessary to meet changes
in the Group’s business and associated risks.
The Audit Committee also adopted 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
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 Board.
Further to the changes described above, the Board continued to
ensure that the Group’s culture and ways of working further embedded
information security risk management across the business.
Viability statement
The context for assessment
The objective of the viability statement is for the Directors to
report on their assessment of the prospects of the Group meeting
its liabilities over the assessment period, taking into account the
Group’s available financing facilities, business model, strategy,
regulatory environment, principle risks and uncertainties, recent
financial performance, outlook, and current financial position.
The Group’s Strategic Report on pages 1 to 29 provides further
information on these matters. As part of this assessment the
Directors have given due consideration to the Group’s breadth of
customer base, value for money proposition, position in the market,
continuing improvements in operating efficiency, large unbundled
network and its ability to operate and compete effectively in the
UK telecoms sector.
The assessment period
The Directors have assessed the viability of the Group over the three
year period to February 2024, as this is an appropriate planning time
horizon given the speed of change and customer demand in the industry
and is in line with the Group’s business planning cycle. A three year
period is also in line with long term management incentives and the
outputs from the long term planning process.
TalkTalk Telecom Group Limited
Annual Report 2021
33
Viability statement continued
Assessment of viability
The annual budget, together with the long term plan are used to make the viability assessment, reflecting the three year viability period until
February 2024. The approach (including the methodology, key considerations, sensitivities, mitigations and reverse stress tests) described
on pages 53 and 54 with reference to the assessment of going concern is consistent with the approach applied to the viability assessment.
The table below summarises the key scenarios considered and how they link to the Group’s principle risks and uncertainties and what the
potential impact could be:
Scenario
Associated principal risks and uncertainties
Description and potential impact
Material changes in
competition and the
market
Covid-19
Customer trust and brand reputation
Competitive landscape
Changing market structure
Regulatory compliance
Data and cyber security
Input pricing/access to competitive input
propositions
Failure to respond to adverse market conditions, a decline in
customer demand/trust, a changing market structure, regulatory
non-compliance or a cyber security event may potentially give rise
to increased levels of churn, lower than forecast connections and/
or higher bad debt.
In addition, the Group could potentially experience lower revenue
as a result of a change in the competitive landscape.
The potential impact of the above may result in reduced revenue,
profitability and cash generation.
Executing the Group’s
strategy of simplifying the
business – reduction in
cost savings or increased
costs
Covid-19
Changing market structure
People capability
Resilience and business continuity
Change delivery and execution
Data and cyber security
Changing market structure
Failure to achieve the Group’s objectives to continue to simplify
the business, or an adverse change in the regulatory environment/
general market conditions may have a negative impact on the
Group’s cost base due to a failure to deliver and execute change.
The potential impact of the above would result in reduced
profitability and cash generation, notwithstanding that the Group’s
strategy would also offset some of this impact as the Group would
expect to have better quality revenue and gross margin and lower
operating costs and capital expenditure.
Viability statement
Based on this assessment using these severe but plausible scenarios, as well as the completion of a reverse stress test assessment, the
Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the
three year period to 28 February 2024.
Corporate governance continued
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
34
Audit Committee report
This report provides further information on the Committee’s roles,
responsibilities and key areas of focus during the period, and what
was done to ensure the integrity of the Group’s Annual Report and
the effective management of our risks and controls.
Restoring trust in audit and corporate governance was the key theme
in the Government’s whitepaper, issued in March 2021, in response to
the three independent reviews by Sir John Kingman, Sir Donald Brydon
and the Competition and Markets Authority. Amongst the proposals
within the whitepaper it is clear that strong internal controls and clear
reporting of both financial and non-financial information remains of
the upmost importance. Management is responsible for implementing
and maintaining appropriate internal control processes to ensure the
appropriate management of risks and effective operation of the business.
During the period, management continued the implementation of a
number of enhancements to strengthen controls and processes in
areas identified as benefiting from improvement. Such improvements
include a focus on our general IT controls and documentation of our
internal control framework.
Committee structure
During the period, the Committee comprised Nigel Langstaff,
Phil Jordan and Ian West.
The Committee was structured to provide a range of relevant
financial, commercial and operation expertise to meet the
responsibilities of the Committee. Nigel was the member of the
Committee with relevant and recent financial experience (as
recognised by the Consultative Committee of Accountancy Bodies)
though all members of the Committee have been expected to be
financially literate and have an appropriate 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 audit and risk management;
• the regulatory framework of the Company’s business; and
• environmental and social responsibility best reporting practices.
On 12 March 2021, following the Public to Private Transaction,
Nigel Langstaff, Phil Jordan and Ian West resigned as Directors
of the Group and members of the Audit Committee.
Following the Public to Private Transaction a new committee structure
will perform the role previously performed by the Audit Committee.
For the purposes of these Annual Report and Accounts, the role of
the Audit Committee was performed via a number of formal meetings
including Executive and Non-Executive Board members, and the
full Board.
Meetings and responsibilities
Throughout the 2021 financial period, the Committee updated the
Board, following each Committee meeting, on any significant issues
that may have arisen. During the period, all requirements of the Code
in respect of the Committee were met.
The Chief Executive Officer, 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
Audit and Risk attended these meetings by invitation. 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. In addition, the external auditor has access as required
outside formal meetings.
During the period, the formal calendar of items considered at each
Audit Committee meeting within the annual cycle encompassed the
Code requirements to:
• 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 (for example: qualifications and experience). In
addition, review the annual internal audit plan for the forthcoming
year considering the level of internal audit resource;
• 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;
• consider communications from the Financial Reporting Council
including matters for CFOs and Audit Committee Chairs;
• 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.
Covid-19
The Committee assessed the effect of Covid-19 on the Group, with
specific consideration of:
• guidance provided by the FRC and other regulatory and government
bodies on Covid-19;
• how the Group’s operations were being affected;
• the effect on the Group’s financial statements, especially in relation
to the going concern assessment, viability statement, carrying value
of assets and disclosures in the Annual Report;
• the impact on the Group’s principal risks and uncertainties; and
• implications to the Group’s internal control processes, including any
increased risk of fraud.
TalkTalk Telecom Group Limited
Annual Report 2021
35
Significant financial reporting matters
The significant financial reporting matters 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 on a going
concern basis and the viability statement
The Committee considered and challenged management’s papers, analysis and forecasts in
relation to the Group’s going concern assessment which took into account the Group’s financing
facilities and associated covenants, reasonably possible changes in trading performance, feasible
mitigating actions, and specifically considered the potential impact of the UK’s future trading
relationship with the EU and Covid-19. The Committee also considered and challenged management’s
approach to the viability statement, including the period of review, sources of finance, risk factors,
commitments, key judgements and estimates, sensitivities, feasible mitigating actions and a
reverse stress test analysis. The Committee concluded that the conclusions reached and the
external disclosure for both the going concern assessment and viability statement were appropriate.
The treatment and disclosure of
non-Headline items and alternative
performance measures
The Committee considered management’s approach to and presentation of non-Headline
items and alternative performance measures. The Committee assessed the appropriateness
of each of the items recognised as non-Headline during the financial year, and as part of this
assessment considered the views of the external auditor and Guidelines on APMs issued by the
European Securities and Markets Authority (ESMA) and the Financial Reporting Council (FRC).
At each meeting, the Committee reviewed a paper prepared by management on non-Headline
items, including an assessment of the nature of all items, an update on the status of all items
with a particular focus on any material changes, whilst also considering the appropriateness of
classification of other items included in Headline results. The Committee reviewed and agreed
the conclusions reached and the disclosure made for non-Headline items and alternative
performance measures.
Leases
During the prior year, the Group adopted IFRS 16 ‘Leases’. As part of applying the standard the
Group was required to make significant judgements in assessing which arrangements fall under
the scope of IFRS 16 including contractual arrangements for ‘the last mile’ and made significant
estimates when assessing the useful economic life of the right of use assets recognised. The
Committee reviewed and challenged management’s papers re-assessing conclusions reached
and judgements and estimates made. The Committee agreed with the conclusions reached.
Revenue recognition
The Group is required to make judgements in relation to the appropriate transaction price used,
performance obligations, the probability of collectability of revenue, identification of material
rights, agent vs principal in certain channels and determination of contract costs that are
appropriate to be capitalised. The Group is also required to make certain estimates that affect
the determination of the amount and timing of revenue and costs from contracts with customers,
with customer tenure being a key source of estimation uncertainty. The Committee reviewed and
challenged management’s papers re-assessing the judgements made and estimates used and
agreed with the conclusions. The recording of revenue is also dependent on the Group’s IT
systems, infrastructure and outsource providers and the Committee carefully considered
relevant IT control weaknesses identified, related mitigating controls and programmes for
process improvement and assessed that the revenue recognised was appropriately stated.
Supplier arrangements and income
received in relation to service level
related disputes
The Committee reviewed certain new or amended supplier and revenue arrangements during
the period, due to the complexity of the arrangements and the key judgements applied by
management to ensure that costs and income were classified and measured appropriately and
recognised in the correct period. This review required an understanding of the nature of the
transactions and adherence to the Group’s accounting policies. In addition, the Committee
considered management’s assessment of the quantification of service level related credits that
may be subject to regulatory guidance, legal ruling or alternative dispute resolution processes. As
a result of the review, without prejudice to the Group’s legal position, the Committee concluded
that the income had been appropriately recorded.
Non-current assets and
impairment review
The Group’s assets include capitalised internal costs incurred in relation to the development
of software and other assets for internal use. During the period, management performed an
impairment review of goodwill and non-current assets, together with a review of useful economic
lives. The Committee considered the appropriateness of the Group’s capitalisation policy and the
judgements applied and agreed with the conclusions reached by management.
Audit Committee report continued
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
36
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, are fair, balanced and
understandable and provide the information necessary for
shareholders to assess the Group’s and Company’s position,
business model and strategy, including giving consideration to the
balance of income and costs between Headline and non-Headline
earnings. When arriving at this position the Board was assisted by a
number of processes including:
• the Annual Report and Accounts are drafted by appropriate senior
employees across all areas of the business with overall supervision
being provided by the Chief Financial Officer, 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; and
• the final draft is subject 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.
In the period ended 28 February 2021, the Committee discussed the
effectiveness of the external audit process and audit quality with the
other attendees of the Committee meeting. Based on the results of
the auditor assessment carried out in the year, the Committee is
satisfied with the effectiveness and quality of the external audit
process. The Committee continues to consider the appropriateness
of the re-appointment of the external auditor, including rotation of
the audit partner. Deloitte LLP has been the Group’s external auditor
since August 2002, prior to TalkTalk’s demerger from Carphone
Warehouse Group plc and this is Katie Houldsworth’s fourth year as
lead audit partner.
Taking into account the Public to Private Transaction, the new Board
will consider the requirement to conduct a competitive audit tender
in the course of the coming financial year.
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 has been
monitored by the Committee. Any work proposed in excess of
£100,000 has been referred to the Committee and amounts above
£50,000 were approved by 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:
2021
£m
2020
£m
Fees payable to the Company’s
auditor for the audit of the Company’s
Annual Report and Accounts
0.1
0.1
Audit of the Group and its subsidiaries
pursuant to legislation
1.3
1.1
Audit services provided to all
Group companies
1.4
1.2
Other non-audit services
0.2
1.2
Total Group auditor’s remuneration
1.6
2.4
During the period, the Group incurred non-audit fees of £0.2m for the
Group’s interim review procedures (£0.15m) and work completed on
the Group’s refinancing exercise in January 2021 (£0.07m). In the
prior year, the non-audit fees incurred by the Group were higher at
£1.2m as a result of reporting accountant services in relation to the
disposal of the Fibre Assets Business (£1.0m), work on the Group’s
refinancing exercise in February 2020 (£0.1m) and the Group’s
interim review procedures (£0.1m). Having undertaken a review of
the non-audit related work, the Committee satisfied itself that the
services undertaken during the period did not prejudice the external
auditor’s independence.
Internal controls and risk management
The Committee has responsibility for overseeing internal control
processes, including the internal audit function and the risk
management framework.
The internal audit function provides independent assurance over
the design and operating effectiveness of the Group’s system of
internal control through a risk based approach. The function
comprises experienced team members and alongside this engages
relevant professional service firms where additional specialist skills
are required. The Committee reviews internal audit related matters
which include; approving the annual audit plan, assessing the
adequacy of resources available to the team, reviewing progress
against the approved audit plan, the results of completed audits
and that related issues are addressed by management within
agreed timeframes.
The Group’s risk assessment and management processes are
an area of specific focus for the Committee. At each Committee
meeting, the Group’s key risks are reviewed along with the progress
of mitigating actions and any change to the risk assessment. Further
information on the Group’s principal risks and uncertainties can be
found on pages 13 to 17.
The Group is following an improvement programme around its
system of internal control which is prioritised based on outputs from
both the internal and external audits along with the assessment of
higher inherent risk areas. During the period the primary areas of
focus have been on strengthening and documentation of the Group’s
financial internal control framework and its general IT controls work.
TalkTalk Telecom Group Limited
Annual Report 2021
37
Directors’ remuneration report
Introduction
In line with the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (as amended) (the
‘Regulations’), the Remuneration Report for FY21 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 2020 AGM and has been
effective for one year from this date. There have been no
amendments to the Remuneration Policy in FY21; and
• The Annual Report on Remuneration, which explains how the
Remuneration Policy was applied in relation to Executive Directors
for FY21 and how it will be implemented for FY22.
Aligning the Remuneration Policy with the Group
strategy and performance
During FY21, we have continued to rigorously focus on being a value
provider, whilst transitioning our customers to higher bandwidth
products, improving customer experience and accelerating our FTTP
offering. We have played a vital role in keeping the nation connected
during the Covid-19 period and are proud of our network resilience
through the year. Protecting the wellbeing of colleagues during the
Covid-19 period has also been a priority and implementing fully
flexible working and putting a suite of support activities in place
have been important in helping us achieve this goal.
Over the course of FY21, the Remuneration Committee has reviewed
the existing remuneration arrangements in order to ensure that the
strong link between the Remuneration Policy and business strategy
continues to remain clear and that the right incentives are in place to
support the delivery of our strategy. As can be seen on page 46 of the
report, this is clearly demonstrated in relation to performance against
the annual bonus plan targets for the year, with the Company paying
appropriately relative to the targets set out.
The Company’s remuneration approach applies throughout the
Group 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 Group.
Key messages for FY21
• No changes have been made to the Remuneration Policy
during FY21.
• Executive Directors will not receive a bonus payment under
the annual bonus plan for FY21.
• Real Living Wage accreditation secured.
Our priorities for FY22
• To continue to grow the dialogue between our Board and
employees as we transition to operating as a Private company.
• Continuing to improve the Company’s gender pay gap and
female representation within senior leadership roles.
Board changes during FY21
Board resignations
There were no resignations during the year. However, post year‑end
and following the Public to Private Transaction, Kate Ferry, Ian West,
Sir Howard Stringer, Phil Jordan and Nigel Langstaff all stepped
down as Board members.
Board appointments
Paul Reynolds was appointed as a Non-Executive Director of
the Company on 1 April 2020. He became Chair of a new Board
committee in respect of FTTP on 1 July 2020. His fees were set in line
with Company policy for Non-Executive Directors’ remuneration.
Remuneration Policy during FY21
In FY21 and in line with the binding shareholder vote at the 2020
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 approved Remuneration Policy.
FY21 annual bonus performance
The Board carefully considered performance against the annual
bonus plan targets for FY21 taking into consideration the wider business
performance in the year. Despite strong KPI delivery through the year
to open the bonus gate, the Headline EBITDA and free cash flow
financial targets, which underpin the annual bonus plan and govern
the bonus quantum, were not achieved. Therefore, the Board
determined that no annual bonus payment would be due to Executive
Directors for FY21. Achievement against the financial measures
determining the annual bonus is shown on page 46 of the report.
Remuneration Committee meeting attendance
during FY21
Over the course of FY21, Remuneration Committee meeting
attendance was as follows:
Non-Executive Director
Number of
meetings
held
Number of
meetings
attended
John Gildersleeve
4
4
Ian West
4
4
Roger Taylor
4
4
Sir Howard Stringer
4
3
Sir Howard Stringer was absent from the December Remuneration Committee meeting as
it was called at short notice and he had a prior engagement.
Remuneration Policy for FY22
Following the Public to Private Transaction, any decisions previously
made by the Remuneration Committee have been, and will be,
made by the Board. The Board firmly believes that remuneration
arrangements for Executive Directors should be based on the same
principles as those of the wider employee population and should
strive to achieve the objective of a simple, transparent and fair
approach to remuneration for all colleagues.
The Remuneration Policy, which was approved by a binding
shareholder vote at the July 2020 AGM, and details how the
Remuneration Policy will be implemented for FY22, albeit with
many Policy items ceasing to be relevant following the Public to
Private Transaction, are set out on pages 45 and 47.
The 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.
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
38
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
Remuneration Committee. The Remuneration 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 application of the Remuneration Policy in FY21.
In reaching their decisions in relation to the application of the
Remuneration Policy, the Remuneration Committee is mindful,
however, that with the Company’s strong culture of employee share
ownership, with around 45% of employees who held shares in the
Company, employees had 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, the ‘Employee Voice’ forum 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 Group for
all employees.
The Remuneration Committee is committed to consultation with
major shareholders both when setting the Remuneration Policy and
when amending or applying new elements of the Policy from time to
time. Any significant changes are put to major shareholders and, if any
of these shareholders are opposed to any proposed application of
the Policy, the Remuneration 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 DSOP and the SVP. It is
the intention that Executive Directors should not concurrently be
granted awards under both of these plans.
The Remuneration Committee intends that, generally, in any one year,
participants may only receive an award under the DSOP and no other
long term incentive plan, unless exceptional circumstances apply
such as the recruitment of key individuals or to incentivise
exceptional performance.
The Remuneration 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 plan 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 Remuneration
Committee’s policy on the exercise of its discretion is set out in this
Remuneration Policy. All future long term incentive awards for Executive
Directors will be subject to malus and clawback provisions.
In order to retain flexibility, the events under which this may apply are not
formally stipulated in this Policy. However, such events may include, but
are not limited to, misstatement of financial accounts, fraud and other
gross misconduct and material failure of risk management.
Consideration of remuneration arrangements
throughout the Company
The committee considers the pay and conditions of colleagues
throughout the Company when determining the remuneration
arrangements for Executive Directors and is provided with relevant
information and updates by the Chief People Officer.
Remuneration Policy
This section sets out the Company’s policy on remuneration for Executive Directors.
The Remuneration Policy in operation for FY21 was approved through a binding vote by
shareholders at the 2020 AGM, receiving 86.77% support, and took immediate effect following
that AGM and applies for a period of three years from that date, albeit many of the policy
items cease to be applicable after the Public to Private Transaction. For FY21 there has
been no change to that Policy.
TalkTalk Telecom Group Limited
Annual Report 2021
39
Remuneration Policy continued
Executive Director shareholding requirement
Prior to the Public to Private Transaction, 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.
On leaving the Company, Executive Directors are required to maintain for two years such number of shares equal to 200% of their annual base pay on
the date they leave or all the shares they own on the date they leave if they have not built up such 200% shareholding by the leave date, unless the
Remuneration Committee decides otherwise in exceptional circumstances.
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 the Company’s
business strategy.
Paid monthly in cash.
Reviewed annually.
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.
Fixed
Core benefits
Designed to be competitive
in the market.
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.
Reviewed annually relative to the market.
Pension contributions are made
through salary sacrifice, with the
Company making a contribution of
6% base pay for Executive Directors.
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
6% 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.
Fixed
Voluntary
benefits
Benefits may vary dependent
on the role of the individual
and the personal choices
they make.
These voluntary benefits arrangements include
the purchase of additional holiday and the ability
to participate in all-employee share plans.
Reviewed periodically relative to the
market.
Directors’ remuneration report continued
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
40
Component
Aim and link to strategy
Description of operation and any performance measures
Further detail on maximum opportunity and
framework used to assess performance
Variable
Annual
performance
bonus
Designed to focus Executive
Directors on the business
priorities for the financial
year ahead and to align the
individual’s remuneration
with the delivery of superior
business performance.
The bonus scheme is based on a ‘balanced
scorecard’ that is comprised of financial and
non-financial measures, which are reviewed
annually. Such measures will link to the
Company’s strategic objectives and typically
include customer satisfaction, Fibre penetration
and network performance targets.
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. The measures and targets are
considered commercially sensitive but will be
disclosed retrospectively in the relevant Annual
Report on Remuneration.
At least 40% of the ‘balanced scorecard’ will be
based on financial measures.
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, including one-off
transaction payments, but this would only
be with major shareholder approval.
The annual bonus plan pays at the
following levels with the maximum
bonus opportunity being 200%:
• 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.
Variable
Share-based
incentive
plans
DSOP
Designed to reward and retain
Executive Directors over the
longer term whilst aligning an
individual’s interests with
those of shareholders.
Discretionary awards of typically nil-cost options
are granted over the Company’s shares.
Level of vesting is dependent on achievement
of performance targets, usually over a three year
performance period from the date of grant.
Awards typically vest after three years from
the date of grant with the threshold vesting level
being 50% of the award value. Awards are typically
either exercisable at date of vesting or with a split
exercise in the third and fourth year.
Awards made to Executive Directors will be
subject to post-vesting holding requirements
with any award vesting in three years subject to
a two year post-vesting holding period and a
one year post-vesting holding period applied
to awards with a four year vesting.
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.
In line with the DSOP Rules, the
Remuneration Committee has discretion
over all aspects of the plan including but
not limited to performance conditions,
vesting conditions and levels and
cancellation of the plan.
TalkTalk Telecom Group Limited
Annual Report 2021
41
Component
Aim and link to strategy
Description of operation and any performance measures
Further detail on maximum opportunity and
framework used to assess performance
Variable
Share-based
incentive
plans
SVP
Designed to reward and retain
Executive Directors over the
longer term whilst aligning an
individual’s interests with
those of shareholders and in
turn delivering significant
shareholder value.
The SVP 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 an appropriate subsidiary company.
The number of publicly traded shares in
the Company issued to each participant is
determined by the incremental value pool
created above a hurdle and therefore returned
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 Remuneration 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 the Company
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 Group 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 will be required to hold
100% of any vested shares for a period of twelve
months following vesting. Other participants will
usually 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.
As a result of the Public to Private Transaction,
which completed on 12 March 2021, the Group
has settled all schemes on this date. Please see
note 5 for more details.
Awards are discretionary and are typically
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%.
In line with the SVP Rules, the
Remuneration Committee has discretion
over all aspects of the plan including but
not limited to performance conditions,
vesting conditions and levels and
cancellation of the scheme.
(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.
Directors’ remuneration report continued
Remuneration Policy continued
Summary of remuneration components of Executive Directors continued
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
42
Other share-based remuneration
Save-As-You-Earn (SAYE) Scheme
Until the Public to Private Transaction, the Company operated
an all‑employee, HMRC-certified, SAYE scheme, which all eligible
employees and Executive Directors were able to participate in.
All eligible employees were invited to join the scheme on an annual
basis, subject to maximum participation levels, currently £500
per month. Details of current schemes can be found in the
Annual Report on Remuneration section of this report.
Share Match Plan (SMP)
Until the Public to Private Transaction, the Company operated an
all-employee, HMRC-certified SMP scheme. The SMP enabled 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 SMP Rules allow an employee maximum
contribution of £1,800 per annum. The Remuneration Committee,
at its discretion, could 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. Dividends accrued on shares, including matching shares,
during any vesting period.
Free shares could be awarded up to a maximum value of £3,600 tax
free per annum and the Company provided 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, it may terminate the contract
immediately and not require the Executive 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,
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 Director hire to ensure that these decisions are being made
in the best interests of the Company and its shareholders, including,
but not limited to:
Base pay
Benefits, pension and car allowance
Annual bonus
LTIP
(1) Base pay is actual base pay for the FY20.
(2) Taxable benefits are at the level over the FY20.
(3) Pension is based on a 6% Company contribution/cash for Tristia Harrison and
Kate Ferry. 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 and 200% of base pay for maximum performance.
Sir Charles Dunstone does not participate in the annual performance bonus.
(5) For these purposes, a DSOP award with a maximum value of 400% of salary for CEO
and 300% for CFO have been used, with valuation reflecting the Company value and
associated share price growth required for vesting at minimum, target and super
stretch levels. The maximum DSOP award under our remuneration policy is 400%.
Sir Charles Dunstone does not participate in any long term incentive plan.
(6) Company DSOP awards are typically nil priced options which vest at the end of a three
year performance period, subject to achieving a pre-determined compound annual
growth rate in company market capitalisation. The maximum remuneration receivable,
assuming 50% share price appreciation during the performance period, would be
£3,060,000 for Tristia Harrison and £1,836,000 for Kate Ferry. This calculation reflects
the DSOP award vesting at a maximum (13% CAGR) level and also any subsequent face
value share price growth above maximum vesting level. Sir Charles Dunstone does not
participate in any long term incentive plan.
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.
Executive Chairman
Sir Charles Dunstone
Minimum
£358,574
0
0.1
0.2
0.3
0.4
0.5
£358,574
£358,574
Target
Super
stretch
92%
28%
17%
11%
10%
13%
13%
21%
34%
3%
2%
1%
1%
1%
1%
2%
3%
69%
9%
22%
21%
25%
27%
11%
72%
66%
68%
61%
59%
66%
63%
92%
92%
8%
8%
8%
£m
Chief Executive Officer
Tristia Harrison
Minimum
Target
Super
stretch
Super
stretch*
* +50% share price increase.
0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
£m
£1,669,349
£2,694,853
£4,195,891
£4,506,301
Chief Financial Officer
Kate Ferry
Minimum
Target
Super
stretch
Super
stretch*
0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
£m
£1,105,019
£1,767,071
£2,807,944
£2,994,190
* +50% share price increase.
TalkTalk Telecom Group Limited
Annual Report 2021
43
Remuneration Policy continued
Recruitment policy for new hires continued
• quantum;
• type of remuneration being offered;
• the impact on existing remuneration arrangements for other
Executive Directors;
• the remuneration package of any exiting equivalent Executive
Director; and
• the remuneration arrangements of the candidate in their previous role.
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.
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.
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, including
the factors it considers 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 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.
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.
How the Remuneration Committee exercises discretion
The Remuneration Committee has discretion relating to annual
bonus, SVP and DSOP in line with its rules and according to the
Remuneration Policy, and below provides further clarification on
such discretion.
These include but are not limited to:
• timing of an award/payment;
• size of an award or bonus payment in line with the approved
Remuneration Policy;
• performance and vesting conditions in line with the relevant
scheme rules;
• cancellation of the scheme in line with the relevant scheme rules;
• dealing with a change of control; and
• treatment of leavers in line with the relevant scheme rules.
Any use of discretion within the Policy framework will be explained in
the Remuneration Report. There may be exceptional circumstances
under which the Remuneration Committee may use discretion or
judgement in the interests of the Company and its shareholders, which
may be discussed with major shareholders on a case-by-case basis.
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 31 of this report.
The fees for Non-Executive Directors are set out on page 49 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 30 of this report. The Board has also agreed that the Executive
Directors may retain their fees from such appointments.
Directors’ remuneration report continued
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
44
Annual Report on Remuneration
The following sections set out how the Remuneration Policy was implemented in FY21 and how it
will be implemented for FY22.
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. All figures reflect remuneration for the eleven month financial year. The information for Non-Executive Directors is included
in the table on page 49 of this report.
FY21
Fixed pay
Variable pay
Executive Director
Base pay (¹)
£000
Taxable
benefits (²)
£000
Pension (³)
£000
Bonuses (⁴)
£000
LTIP
£000
SAYE gain
£000
Notice
£000
2021
total
£000
Sir Charles Dunstone
330
28
—
—
—
—
—
358
Tristia Harrison
468
16
28
—
—
—
—
512
Kate Ferry(5)
374
14
22
—
—
—
865
1,275
Aggregate
emoluments
1,172
58
50
—
—
—
865
2,145
(1) Value of base pay received in the eleven month financial year.
(2) Value of benefits received by the Executive 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) Kate Ferry stepped down from the Board on 12 March 2021 and left employment with the company on 31 March 2021. The figures shown include notice payments in relation to base pay,
car allowance, benefits and pension in line with the Company’s exit payment policy.
FY20
Fixed pay
Variable pay
Executive Director
Base pay (¹)
£000
Taxable
benefits (²)
£000
Pension (³)
£000
Bonuses (⁴)
£000
LTIP
£000
SAYE gain
£000
Other (⁵)
£000
2020
total
£000
Sir Charles Dunstone
360
22
—
—
—
—
—
382
Tristia Harrison
510
17
31
—
—
—
510
1,068
Kate Ferry
408
15
25
—
—
—
408
856
Aggregate
emoluments
1,278
54
56
—
—
—
918
2,306
(1) Value of base pay received in the year.
(2) Value of benefits received by the Executive 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) Other payment relates to the Fibre Assets Business transaction payment. Payment for both CEO and CFO was equivalent to 100% of salary as a one-off payment.
Appointments in FY21
Paul Reynolds was appointed as a Non-Executive Director of the Company with effect from 1 April 2020 and also appointed chair of a new Board
committee in respect of FTTP. His fees were set in line with Company policy for Non‑Executive Directors’ remuneration.
In line with the Remuneration Policy, the Remuneration Committee considered both internal and external factors when setting the remuneration
packages 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.
Postyear-end and following Kate Ferry’s resignation as a Board member, Phil Eayres was appointed as CFO.
Leavers in FY21
There were no Board resignations during FY21. However, post year-end and following the Public to Private Transaction, Kate Ferry, Ian West,
Sir Howard Stringer, Phil Jordan and Nigel Langstaff all stepped down as Board members.
TalkTalk Telecom Group Limited
Annual Report 2021
45
Annual Report on Remuneration continued
Base pay
FY21
With due consideration of the impact of Covid-19 on the global and UK economy in 2020, the Company determined that a base pay increase
for Executive Directors and all other employees was not appropriate in FY21.
FY22
For FY22, average base pay increases for all employees, including Executive Directors, will be budgeted at 2%. Any such increases will be
applied in June 2021 and will not be backdated to the start of the financial year.
The Company has allocated budget so that adjustments continue to be made in order to ensure that no employee of the Company is in receipt
of base pay lower than the Real Living Wage, in line with the commitment made in prior years.
Pension contributions*
FY21
During the course of the year, Executive Directors received Company pension contributions in line with the Remuneration Policy. There were no
Executive Directors who were members of a defined benefit pension scheme during the year.
Pension contributions for Tristia Harrison and Kate Ferry were made by the Company of 6% of their base pay for FY20. Sir Charles Dunstone
does not participate in the Company pension scheme.
FY22
In FY22, pension contributions for Tristia Harrison, Kate Ferry and Phil Eayres (and all other employees of the Company) will be capped at 6% of
base pay. This contribution level will be reviewed periodically in order to ensure compliance with future statutory auto enrolment minimum thresholds.
Annual performance bonus
FY21
For FY21, an entry gate was applied to the annual bonus plan, which must be triggered for any bonus payment to be considered. The entry gate
was a balanced scorecard of 15 measures including FTTP roll-out, Fibre mix, Ofcom complaints, First Time Fix, IT Incidents, Network Cost and
Network Performance. The annual performance bonus was determined based on Headline EBITDA and operating cash flow financial targets.
Performance is as set out in the table below and, in line with the Remuneration Policy. Executive Directors had an incentive opportunity in the
range of 0% to 200% of base pay.
The Remuneration Committee carefully considered performance against the annual bonus plan targets for FY21, taking into consideration the
wider business performance in the year and the ongoing impact of Covid-19 and the impact of the change in the Company’s financial year end.
Despite strong KPI delivery through the year, which opened the annual bonus gate, the Headline EBITDA and free cash flow financial targets,
which underpin the annual bonus plan and govern the bonus quantum, were not achieved. Therefore, the Remuneration Committee
determined that no annual bonus payment would be due to Executive Directors for FY21.
Achievement against the targets is presented in the table below:
Measure(¹)
Weighting
Target
performance
Stretch
performance
Maximum
performance
Actual
performance
Performance
against target
% base pay
received in
relation to
measure
Headline EBITDA(²)(³)
40%
226
235
>253
198
Miss
—
Free cash flow(⁴)
60%
111
116
>125
105
Miss
—
(1) A balanced scorecard entry gate applied to the plan which had to be triggered for any bonus payment to be made.
(2) See note 1 to the consolidated financial statements for further information on Headline EBITDA and note 9 to the consolidated financial statements for a reconciliation of Headline
information to Statutory information.
(3) Headline EBITDA performance measures are pre-FRS 16 adjustments and reflect the approved annual targets, adjusted for the eleven month performance period.
(4) Operating cash flow is cash flow generated by the Group before non-Headline items, interest, taxation, dividends and investments. Targets are adjusted to reflect the eleven month
performance period.
FY22
A review of the annual bonus plan was conducted in FY21 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 FY22 are set out below:
Expected performance measure
Expected weighting
Financials(¹)
100%
(1) Financials are expected to be measured through Headline EBITDA and Operating cash flow.
An entry gate will be applied to the annual bonus plan, which has to be triggered for any bonus payment to be made. The entry gate will be a
balanced scorecard of measures including FTTP roll-out, Fibre mix, and NPS/customer satisfaction.
The Board has determined that the disclosure of performance targets for FY22 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 the Group’s competitors to the detriment of business performance.
The Remuneration Committee will disclose targets and performance against all of these measures in next year’s Remuneration Report.
Directors’ remuneration report continued
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
46
Share-based incentive plans*
FY21
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
Executive Directors. Details of the options for the Executive Directors who served during the year are as follows:
The TalkTalk Group SVP III
Participation Shares were acquired at market value on 20 July 2017 for all participants with the exception of Kate Ferry, whose Participation
Shares were acquired on her joining the Company, and loans were granted by the Company on the same basis as the SVP awarded in 2014.
There is one performance condition on which vesting is dependent:
• At least a 7% compound annual increase in the market capitalisation of the Company from the starting valuation over the following three and
four year periods.
Subject to meeting the relevant performance conditions, the scheme would vest 60% in June 2020, with the remaining 40% vesting twelve
months later. On vesting, all Participation Shares must be held for twelve months from the vesting date for Executive Directors and 50% of
Participation 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 2.5% 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. Loans were outstanding to
the following Executive Directors in FY21:
Executive Director
2021
% share
of pool (¹)
2021
Number of
Participation
Shares
purchased
2021
Outstanding
loan and
interest (²)
£000
Tristia Harrison(³)
10%
200
163
Kate Ferry(⁴)
7%
140
89
17%
340
252
(1) SVP III Participation Shares were acquired by participants on 20 July 2017.
(2) The fair value of the award is equal to the outstanding loan and interest.
(3) The outstanding loan value includes the 20% liabilities rolled over from Tranche 1 and Tranche 2 of SVP I.
(4) Kate Ferry’s SVP III Participation Shares were acquired on 9 October 2017 on her start date with the Company.
The remaining shares in the SVP pool were allocated to other senior management members of the Group.
There was no clawback in respect of SVP, SVP II or SVP III during FY21.
Outstanding DSOP share option awards at 28 February 2021*
Tristia Harrison
1 April 2020
Awarded/
granted
Dividend
reinvested
Vested
Total share
options at
28 Feb 2021
Vesting date
Grant price
DSOP19(1)
1,451,613
—
—
—
1,451,613
12 September 2022
£1.054
DSOP20(2)
—
2,276,786
—
—
2,276,786
19 June 2023
£0.896
Kate Ferry
1 April 2020
Awarded/
granted
Dividend
reinvested
Vested
Total share
options at
28 Feb 2021
Vesting date
Grant price
DSOP19(1)
967,742
—
—
—
967,742
12 September 2022
£1.054
DSOP20(2)
—
1,366,071
—
—
1,366,071
19 June 2023
£0.896
(1) Nil priced unapproved options granted on 12 September 2019. The number of share options awarded was calculated using the average closing price of a TalkTalk Group share for the five
days prior to the grant.
(2) Nil priced unapproved options granted on 19 June 2020. The number of share options awarded was calculated using the average closing price of a TalkTalk Group share for the five days
prior to the grant.
No Executive Directors exercised share options in FY20, nor do they currently hold any vested but unexercised share options.
There were no changes to options granted and the main conditions of their exercise in FY21 when compared to the prior year.
FY22
SVP
The Company will review its long term incentivisation and retention approach for Executive Directors and determine the most appropriate approach.
TalkTalk Telecom Group Limited
Annual Report 2021
47
Annual Report on Remuneration continued
All-employee share plans*
SAYE scheme
The SAYE scheme is a share option scheme and is certified with HMRC. All UK Executive Directors and employees of participating companies
within the Group are eligible to participate in the SAYE scheme as long as they have been employed for a qualifying period. To participate in the
SAYE 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 shares in the Company under the SAYE scheme have an option price determined by the 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 2020 SAYE scheme.
No Non-Executive Directors participated in the SAYE scheme.
Further details of the features and operations of the SAYE scheme can be found in note 5 to the consolidated financial statements.
SMP
In June 2014, the Company introduced an all-employee, HMRC-certified SMP, 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 SMP was granted by shareholders at the AGM on
24 July 2013.
No Executive or Non-Executive Directors participated in the SMP scheme in FY21.
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 28 February 2021 are set out below for Executive Directors:
Director
Holding
requirement
as a % of
base pay
Actual
holding
Requirement
satisfied
Actual share
ownership
as a % of
base pay (¹)
Sir Charles Dunstone
200%
342,286,127
Yes
100,611%
Tristia Harrison
200%
2,350,313
Yes
488%
Kate Ferry(²)
200%
139,835
No
36%
(1) Share price on 28 February 2021 of £0.97 used for calculation.
(2) Kate Ferry joined the Company in 2017 and has the opportunity to build up her shareholding over a number of years in line with the Remuneration Policy.
There have been no changes to the shareholding of executive shareholders between 28 February 2021 and the Public to Private Transaction,
which became effective on 12 March 2021 whereby Sir Charles Dunstone and Tristia Harrison rolled their entire shareholding over into Tosca
IOM Limited. Due to the resignation of Kate Ferry on 12 March 2021, the cash option was elected.
Whilst there are no shareholding requirements for Non-Executive Directors, this is encouraged within the Company. Current shareholdings as
at 28 February 2021 are set out below for Non-Executive Directors:
Director
Ordinary shares of 0.1p
Date of contract (2)
28 February
2021
31 March
2020
John Gildersleeve
291,866
291,866
20 January 2010
Ian West
364,714
364,714
8 February 2011
Sir Howard Stringer
—
56,000
26 July 2012
Roger Taylor
11,326,688
9,826,688
11 November 2015
Nigel Langstaff
299,736
299,736
15 November 2017
Phil Jordan
42,750
—
16 October 2018
Paul Reynolds(1)
—
—
1 April 2020
(1) Appointed as a Non-Executive Director of the Company with effect from 1 April 2020.
(2) There were no Non-Executive Directors proposed for re-election during FY21. The notice period for all Non-Executive Directors is three months.
Directors’ remuneration report continued
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
48
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
Fees
£000
Taxable
benefits
£000
2021
total
£000
Fees
£000
Taxable
benefits
£000
2020
total
£000
John Gildersleeve
73
—
73
80
—
80
Ian West
62
2
64
80
1
81
Sir Howard Stringer
50
—
50
53
—
53
Roger Taylor
46
2
48
50
2
52
Nigel Langstaff
55
—
55
60
—
60
Phil Jordan
55
—
55
58
—
58
Paul Reynolds(1) (2)
49
—
49
—
—
—
John Allwood (3)
—
—
—
18
—
18
Cath Keers (4)
—
—
—
15
—
15
Aggregate emoluments
390
4
394
414
3
417
(1) Appointed as a Non-Executive Director of the Company with effect from 1 April 2020. A Non-Executive Director fee of £45,000 per annum was set, in line with other Non-Executive
Directors of the Company.
(2) Appointed as FTTP Chair on 1 July 2020 with a fee of £12,000 per annum set.
(3) Stepped down on 17 July 2019.
(4) Stepped down on 17 July 2019.
There were no changes to fee levels for Non-Executive Directors in the year except where there were changes in the membership of the various
Committees of the Board.
Payments to past Executive Directors*
In FY21, there were no payments made to past Executive Directors that are not disclosed elsewhere in the report.
Payments for loss of office*
In FY21, there were no payments made to Executive Directors, past or present, in compensation for loss of office that are not disclosed
elsewhere in the report. Payments made to Kate Ferry in the period include notice payments in relation to base pay, car allowance, benefits
and pension in line with the Company’s exit payment policy. Further details are outlined in the FY21 remuneration table on page 45.
Non-Executive Directors’ letters of appointment
The Committees that Non-Executive Directors serve(d) on and dates of appointment are set out below. Commentary on the length of service
for Non-Executive Directors and where this has extended beyond a typical three term period is set out in the Corporate Governance section
found on page 30 of this report:
Non-Executive Director
Committee membership
Date first appointed
to the Board
Effective date of current
letter of appointment
John Gildersleeve
Remuneration, Nomination, Compliance
20 January 2010
1 April 2016
Ian West
Audit, Nomination, Remuneration
8 February 2011
16 May 2016
Sir Howard Stringer
Nomination, Remuneration
26 July 2012
1 April 2016
Roger Taylor
Remuneration
11 November 2015
11 November 2015
Nigel Langstaff
Audit
15 November 2017
15 November 2017
Phil Jordan
Security, Audit
16 October 2018
16 October 2018
Paul Reynolds(1)
FTTP
1 April 2020
1 April 2020
(1) Appointed as a Non-Executive Director of the Company with effect from 1 April 2020.
Fees for external Non-Executive appointments
Director
Organisation
2021
£000
Tristia Harrison(¹)
Next PLC
51
Kate Ferry(²)
Greggs PLC
50
(1) Annual fees are currently set at £56,834 plus £1,000 for each further day on Company business in excess of the normal time commitment. Pro-rata fees shown to reflect payments
received during the Company’s eleven month Financial year.
(2) Annual fees are currently set at £60,000 including payment as Chair of the Audit Committee. Pro-rata fees shown to reflect payments received during the Company’s eleven month
Financial year. NEDs took a voluntary fee reduction of 20% between April and August 2020.
TalkTalk Telecom Group Limited
Annual Report 2021
49
Annual Report on Remuneration continued
Additional information continued
Advice and services provided to the Remuneration Committee
Except when matters concerning their own positions are being considered, the Chief Executive Officer, the Company Secretary 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 FY21, the Remuneration Committee was advised on matters relating to the Public to Private Transaction and associated
measures by Osborne Clarke LLP. 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.
The fees paid for services are set out below:
Company
Nature of service
2021
£000
Osborne Clarke
Matters related to the planning and implementation of the Public to Private Transaction
70
Relative importance of spend on pay
The difference in actual expenditure between FY20 and FY21 on remuneration for all employees in comparison to distributions to shareholders
by way of dividends is set out in the graphs below:
Total employee pay (£m)
(£5m)
17
Dividend paid (£m)
(£11m)
FY21
FY20
28
112
117
FY21
FY20
CEO pay ratio
The table below sets out the CEO pay ratio as at 31 March 2021. The report will build up over time to show a rolling ten year period.
The ratios compare the single total figure of remuneration of the CEO of £557,783 with the equivalent pay figures for 25th, median and 75th
percentile employees.
Total Employee Remuneration
Pay Ratio
CEO
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2020 Ratio
£1,067,525
£35,161
£50,259
£77,821
30:1
21:1
14:1
2021 Ratio
£557,783
£29,155
£42,400
£61,480
19:1
13:1
9:1
Base Salary
Pay Ratio
CEO
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2020 Ratio
£510,000
£28,034
£37,528
£56,100
18:1
14:1
9:1
2021 Ratio
£510,000
£27,540
£40,000
£58,000
19:1
13:1
9:1
The calculation methodology used reflects Option B, as defined under the relevant regulations, as it represents an efficient, consistent and
robust way to identify the individual reference points for the organisation. This uses our gender pay gap report data, with employees at the
three quartiles identified from this data and their respective single figure values calculated. All colleagues were full time employees and as such
no adjustments were required within the calculations to determine equivalent full time remuneration.
In calculating these figures, guidance has been followed to exclude any atypical variables that may, if included, lead to a misrepresentation
of employee pay and benefits at the relevant percentile. Given this approach, the calculation excludes any one-off ex-gratia payments that
are not performance related and the figures quoted align with the Company’s wider policies and approach to pay and reward.
Directors’ remuneration report continued
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
50
Additional information continued
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.
Single
figure of
remuneration (¹)
Bonus as a %
of maximum
available
Shares vesting
as a % of
maximum (²)
2011
£000(³)
920
19.9%
—
2012
£000(3)(4)
967
40.0%
—
2013
£000
5,617
39.2%
100%
2014
£000
6,842
37.6%
—
2015
£000
1,047
47.3%
—
2016
£000(⁴)
2,810
23.5%
50%
2017
£000(5)(6)
1,142
23.5%
20%
2018
£000(⁷)
541
—
—
2019
£000
542
—
—
2020
£000(⁸)
1,068
—
—
2021
£000(9)
512
—
—
(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/SVP 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 May 2012.
(3) Maximum bonus for Executive Directors was 200% base pay for FY11 and FY12.
(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.
(7) The 2018 information onwards relates to Tristia Harrison in the post of CEO where all prior years relate to Dido Harding.
(8) The 2020 single figure includes payment of a £510,000 Fibre Assets Business transaction payment to Tristia Harrison.
(9) The 2021 single figure reflects total remuneration during the eleven month Financial year to 28 February 2021.
TalkTalk Telecom Group Limited
Annual Report 2021
51
Annual Report on Remuneration continued
Additional information continued
Comparing pay to performance continued
The table below shows the percentage change in total base pay, bonus and taxable benefits for all Directors of the Company relative to the
remuneration of the median employee of the Group between 2020 and 2021.
FY21
Remuneration
% change (2)
Charles Dunstone(1)
(6.2%)
Tristia Harrison(1)
(53.7%)
Kate Ferry(1)
(53.6%)
John Gildersleeve
(8.3%)
Ian West
(20.2%)
Howard Stringer
(5.7%)
Roger Taylor
(8.3%)
Nigel Langstaff
(8.3%)
Phil Jordan
(5.9%)
Paul Reynolds
0%
Median Employee(1)
(23.7%)
(1) There is no annual bonus payment due for FY21 which has reduced annual remuneration for the CEO, CFO and all employees eligible to participate in the annual bonus scheme.
(2) FY21 remuneration reflects the eleven month financial period, with an associated underlying 8.3% reduction in remuneration relative to FY20.
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
March
2012
March
2010
March
2013
March
2011
March
2014
March
2015
March
2016
March
2017
March
2018
March
2019
March
2020
March
2021
TalkTalk Telecom Group PLC
FTSE 250
This Remuneration Report has been prepared in accordance with the Regulations issued under the Companies Act, the UK Corporate
Governance Code, the GC100 and Investor Group Directors’ Remuneration Reporting Guidance and the Executive Remuneration Principles
published by the Investment Association in November 2018. The constitution and operation of the Remuneration Committee are in
compliance with the Code.
In framing its Remuneration Policy, the Remuneration 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 Report will be proposed at this year’s AGM.
Voting regarding the 2020 Remuneration Report was as follows:
Votes for
Votes against
Votes withheld
Total votes
Remuneration Report
867,521,865
139,572,962
108,742
1,007,094,827
86.14%
13.86%
Directors’ remuneration report continued
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
52
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 period in a way that is fair, balanced and
understandable and gives an indication of likely future developments
on pages 1 to 29.
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 30 to 34 of the Corporate Governance Report and
forms part of the Directors’ Report.
The Group has complied with the requirements of Section 414CB of the
Companies Act 2006 by including certain non-financial information
within the Strategic Report. This can be found as follows:
• Our business model is on pages 2 and 3.
• Information regarding the following matters, including policies,
the process implemented in pursuance of the policies and outcomes
of those policies, can be found on the following pages:
−environmental matters on pages 28 and 29;
−employees on pages 27 and 28;
−social matters on page 26;
−anti-corruption and anti-bribery matters on page 28; and
−human rights and modern slavery on page 28.
• Where principal risks have been identified in relation to any of the
matters listed above, these can be found on pages 13 to 17, including
a description of the business relationships, products and services
which are likely to cause adverse impacts in those areas of risk, and
a description of how the principal risks are managed.
• Key performance indicators of the Group, including those
non‑financial indicators, are on pages 6 and 7.
• The Business and financial review (pages 8 to 12) includes, where
appropriate, references to, and additional explanations of, amounts
included in the Group’s financial statements.
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 agreed longer
commercial credit terms with certain suppliers; this includes an arrangement
with a major distribution partner, under which the liabilities continue to be
recognised in trade payables. Including this supplier, the average credit
period taken on trade payables was 55 days in FY21 (FY20: 45 days).
Capital structure
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 including the Executive Directors 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.
During the period, TalkTalk Telecom Holdings Employee Share Ownership
Trust (ESOT) purchased approximately 24 million ordinary shares of
0.1p each in the capital of the Company for a total consideration of
approximately £19m. The ESOT holds shares for the benefit of the
Company’s employees, and in particular for satisfying the vesting of
awards made under the Company’s various employee share schemes.
The Trustees of the ESOT decide whether to vote or abstain.
The Articles of Association may be changed by special resolution.
The Company had a total of 1,146,269,670 ordinary shares in issue at
28 February 2021.
Details in the movements in authorised and issued share capital during the
period are provided in note 23 to the consolidated financial statements.
Details in relation to share schemes are provided in note 5 to the
consolidated financial statements.
In light of the Public to Private Transaction completing after the
year-end, any changes to the capital structure of the Group will be
outlined in next year’s Annual Report.
Going concern
The Directors are required to satisfy themselves that it is reasonable
for them to conclude that it is appropriate to prepare the financial
statements on a going concern basis. This going concern assessment
has given consideration to the Group’s available financing facilities,
business model, strategy, regulatory environment, principal risks and
uncertainties, recent financial performance and outlook, which are
detailed in the Strategic Report on pages 1 to 29.
Assessment of going concern
The going concern assessment has been carried out as follows:
• The assessment of going concern is carried out with reference
to available financing facilities and the associated covenants.
• The Group’s annual budget is used to calculate the net debt position,
covenant compliance and available headroom over the going
concern period.
• Severe but plausible scenarios are modelled to quantify the impact
of an individual risk materialising over the going concern period.
These are then combined to calculate the impact of multiple risks
materialising over the period. These together provide the Group with
its ‘reasonable worst case scenario’.
• Mitigating actions which could be taken are identified, quantified
and included in the assessment.
• The reasonable worst case scenario, along with mitigating actions,
is then used to test that the Group would continue to have headroom
in its available financing facilities and comply with the associated
financial covenants over the going concern period.
Key considerations
The Directors have also assessed the going concern position for the
Group together with the prospects of the Company over a three year
period for the purposes of the viability statement, the details of which are
set out on pages 33 and 34. The going concern and viability
assessments are closely linked and therefore the approach,
considerations and conclusions of the going concern assessment are
also directly relevant to and should be read in conjunction with the
viability assessment. Both the going concern and viability assessments
have given specific consideration to the potential implications of
Covid-19 and Brexit, which are further detailed as part of the
assessment of the Group’s principal risks and uncertainties on pages 13
to 17.
Financing facilities
The Group has committed financing facilities at the date of this going
concern assessment of £1,090m and further information is provided
on page 12 and in notes 20 and 21 of the financial statements on the
Group’s borrowings, cash and financial risk management objectives.
The majority of these facilities have maturity dates beyond both the
going concern and viability assessment periods; it is expected that
refinancing of facilities will be possible in future periods.
Long range forecasts, risks and uncertainties
The Group’s long term forecasts, being the annual budget combined
with the annual three year plan, which are both approved by the Board,
have been used to measure the going concern and future viability of the
Group. These cash flow forecasts have taken into account typical cash
cycles of the Group, timings of cash inflows and outflows and their
effect on period end/covenant date net debt positions and cash
management activities of the Group. Due to these factors net debt
drawn under the Group’s facilities fluctuates throughout the period
and may be higher than the amount reported at 28 February 2021.
TalkTalk Telecom Group Limited
Annual Report 2021
53
Going concern continued
Key considerations continued
Long range forecasts, risks and uncertainties continued
The going concern and viability of the Group have been assessed taking
into account the potential impact of certain scenarios arising from the
principal risks and uncertainties. In particular, the Board has considered
the potential impact of Covid-19 and Brexit on trading performance
and the wider business, sustainability of the business model, supplier
pricing agreements, the impact of customer trust and brand reputation
on churn, how the market environment and competitive pressures may
impact ARPU, the regulatory environment, advances in technology and
the Group’s ability to raise long term funding. These risks and their
potential impacts reflect the Group’s assessment of its principal risks
and uncertainties – further information on these risks can be found
on pages 13 to 17. The specific scenarios considered are set at a level
considered to be sufficiently severe but reflective of a reasonable
downside scenario.
Mitigating actions
If faced with the reasonable worst case scenario, the Board also
considered possible mitigating actions available to the Group to
maintain liquidity, such as utilising uncommitted facilities, short term
cost reduction actions and reducing or delaying capital expenditure.
Reverse stress test
In addition to the development of the reasonable worst case scenario,
a reverse stress test was carried out by the Group to assess what
combination of hypothetical scenarios could result in the Group no
longer being in compliance with its financing facilities, which included
combining multiple trading and operational sensitivities along with a
significant one-off event such as a material cyber attack. The Directors
consider that such a combination of multiple possible risks occurring to
such a material extent is not a reasonable scenario to adversely impact
the going concern or viability assessments.
Going concern conclusion
Based on this assessment, as well as the completion of a reverse stress
test assessment, the Directors have a reasonable expectation that the
Group has sufficient resources to continue its operations for the
foreseeable future, and accordingly, they continue to adopt the going
concern basis in preparing these 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), specific quantitative
information on borrowings and financial instruments, and the exposure
to foreign exchange risk, interest rate risk, liquidity risk and credit risk can
be found in notes 20 and 21 to the consolidated financial statements and
the risks and uncertainties section of the Strategic Report on pages 13
to 17, which are incorporated by reference to this report.
Board of Directors
The Board of Directors is outlined within the Corporate Governance
Report on pages 30 to 34.
Results and dividends
The Group’s results and dividends for the period ended 28 February
2021 are set out in the consolidated income statement and note 8
on pages 66 and 85 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.
The Board remains committed to improving profitability and cash
generation and reducing leverage. In light of the Public to Private Transaction
no interim dividend for the eleven month period ended 28 February 2021
was declared and paid and no final dividend was declared. The Board of
Directors will reassess the dividend policy going forwards.
Post-balance sheet events
Details on significant post-balance sheet events, such as the Public to
Private Transaction, and the subsequent re-registration from a public
company called TalkTalk Telecom Group PLC to a private company
called TalkTalk Telecom Group Limited, can be found in the s172 case
study in the Strategic Report on pages 22 and 23 and in note 28.
Significant shareholdings prior to Public to
Private Transaction
At 10 March 2021, the Company had been notified of the following
interests in the Company’s shares:
Name
Number
of shares
% of
share capital
Sir Charles Dunstone
342,286,127
29.86
Toscafund Asset Management
338,409,955
29.52
Mr David PJ Ross
127,885,730
11.16
TalkTalk Telecom Group PLC
Employee Share Ownership Trust
25,567,802
2.23
Vanguard Group
20,004,947
1.75
The total interests of the Directors are detailed in the Directors’
Remuneration Report on page 48.
Directors’ indemnities
Directors’ liability insurance is provided for Directors.
Disclosures required under Listing Rule 9.8.4R
As a result of the Public to Private Transaction, the Company is no
longer listed and therefore the listing rules do not apply.
Greenhouse gas emissions reporting
Details of the Group’s greenhouse emissions can be found in the
Corporate Social Responsibility section on pages 28 and 29.
Charitable donations
The Group made c.£0.1m of charitable donations in the period to a
variety of different causes including Ambitious About Autism and local
food banks and homelessness charities.
Political donations
There have been no political donations during the period.
Employees
Details of the Group’s policy with respect to equal opportunities,
diversity and inclusivity can be found on page 27 of the Strategic Report.
Details of how the Directors have engaged with employees and how
the Directors have had regard to employee interests can be found on
page 19 of the Strategic report.
Audit information
At the AGM we will propose a resolution to re-appoint Deloitte LLP
as the Group’s auditor.
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.
Approved and authorised for issue and signed on its behalf by:
Tim Morris
Company Secretary
TalkTalk Telecom Group Limited
(formerly TalkTalk Telecom Group PLC)
Soapworks, Ordsall Lane,
Salford M5 3TT
24 May 2021
Directors’ report continued
CORPORATE GOVERNANCE
TalkTalk Telecom Group Limited
Annual Report 2021
54
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 are required to prepare
the Group financial statements in accordance with international
accounting standards in conformity with the requirements of the
Companies Act 2006.
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, as taken as a whole,
is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position and
performance, business model and strategy.
This Responsibility Statement was approved by the Board of
Directors on 24 May 2021 and is signed on its behalf by:
Tristia Harrison
Phil Eayres
Chief Executive Officer
Chief Financial Officer
TalkTalk Telecom Group Limited
Annual Report 2021
55
Report on the audit of the financial statements
1. Opinion
In our opinion the financial statements of TalkTalk Telecom Group Limited (the ‘parent company’) and its subsidiaries (the ‘group’):
• give a true and fair view of the state of the group’s and of the parent company’s affairs as at 28 February 2021 and of the group’s loss
for the 11 month period then ended;
• have been properly prepared in accordance with international accounting standards in conformity with the requirements of the
Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
• the consolidated income statement;
• 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 related notes to the group financial statements 70 to 107; and
• the related notes to the parent company financial statements 111 to 115.
The financial reporting framework that has been applied in their preparation is applicable law, international accounting standards in conformity
with the requirements of the Companies Act 2006.
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services provided to the group
and parent company for the period are disclosed in the Corporate Governance report and note 3 to the financial statements. We confirm that
the non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independent auditor’s report
To the members of TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC)
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
56
Report on the audit of the financial statements continued
3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
• The going concern basis of accounting;
• Disclosure of non-Headline items and the presentation of alternative performance measures in the financial
statements; and
• Revenue recognition and the application of IFRS 15.
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality
The materiality that we used for the group financial statements was £6.0m (2020: £5.0m) which was determined on the
basis of considering a number of different measures including Statutory loss before taxation, Headline profit before
taxation, Headline EBITDA, Statutory revenue and Net assets. This approach is in line with prior year.
Scoping
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 (‘TTC’) and TalkTalk Business (‘TTB’) operating units. Each of these were subject to a
full audit and together this covered over 99% (2020: over 99%) of the group’s total revenues. Together with our audit of
the group balances, our group audit scope covered 99% of statutory loss before taxation (2020: 86% of statutory profit
before taxation) and 99% of net assets (2020: 96% of net assets).
Significant changes
in our approach
Last year our report included management override of controls as a key audit matter. We have seen an overall improvement
in the control environment and a commitment from management to improve further in this area. We have also seen a
reduction in the number of areas requiring the application of judgement and estimation techniques. As such, this is no
longer considered an area of most significance for the audit in the current period and we no longer consider this to be a
key audit matter.
Our prior year report also included capitalised time and the impairment of network assets as a key audit matter. We no
longer consider this to be a key audit matter as this is no longer considered an area of most significance for the audit in
the current period.
Lastly, our report included judgements applied in the transition to IFRS 16 – Leases as a key audit matter. As this standard is in its
second financial period of adoption and there have been no significant changes to the judgements applied on transition, we no
longer consider this to be a key audit matter as this has not had a significant effect on our audit strategy in the current period.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of
the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of
accounting is discussed in section 5.1.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group’s and parent company’s ability to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for issue.
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
TalkTalk Telecom Group Limited
Annual Report 2021
57
Report on the audit of the financial statements continued
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing
the efforts of the engagement team.
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.
5.1 The going concern basis of accounting
Key audit matter
description
As stated in note 1 to the financial statements, the Directors’ report on page 53 and the Audit Committee report on page 36,
the consolidated financial statements have been prepared on a going concern basis. The Board of Directors has
concluded that there are no material uncertainties, which may cast significant doubt over the Group’s and Company’s
ability to continue as a going concern for at least twelve months from the date of approval of the financial statements.
In undertaking their assessment of going concern for the Group, which is supported by the future cash flows of the
Group, the Directors reviewed the forecast future performance and anticipated cash flows. In doing so they considered
the committed financing available to the Group of £1,090m (2020: £1,290m) per note 20b, which reflects the re-
financing in the period including the reduction in the RCF, the bond issued in February 2020 and increased in February
2021 and the renewal of the revolving credit facility in April 2020. The Directors also considered associated debt
covenants, their planned strategic initiatives and mitigating actions, the potential impacts caused by Brexit and by the
Global pandemic of Covid-19 on the future operations of the business, and other assumptions which are used to create
the Group’s forecasts as referenced in the Director’s Report.
Sensitivities to these forecasts have also been determined, including a reasonable worst case scenario involving a
prolonged impact of the Global pandemic of Covid-19 and also sensitivities around the ability to fully execute strategic
objectives and cost saving actions in the timeframe planned. The forecasts include the continued use of cash
management activities in particular around reporting dates and also a number of mitigating actions that the Group would
take if required including utilising uncommitted facilities, short term cost reduction actions and reducing or delaying
capital expenditure. The Directors have also performed a reverse stress test of the Group’s liquidity and considered the
results in forming their conclusion.
There continues to be uncertainty regarding the impact on the global economy from the Covid-19 pandemic, and as
such there is significantly more judgement applied in developing cash flow forecasts including assumptions relating to
churn, the level of new connections, pricing, recovery of trade receivables, the anticipated cost savings and also the
ability to continue the use of certain cash management activities.
Taking into account the sensitivities and identified mitigating actions, the Directors have concluded that the Group has
sufficient resources available to meet its liabilities as they fall due and have concluded that there are no material
uncertainties around the going concern assumption.
We have identified a key audit matter related to going concern as a result of the judgement required to conclude there is
not a material uncertainty related to going concern.
Independent auditor’s report continued
To the members of TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC)
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
58
Report on the audit of the financial statements continued
5. Key audit matters
5.1 The going concern basis of accounting continued
How the scope
of our audit
responded to the
key audit matter
In responding to the identified key audit matter we completed the following audit procedures:
• obtained an understanding of key controls relating to the Group’s forecasting process and the preparation of management’s
going concern models including the review and challenge of the key inputs and assumptions used in those models;
• challenged management’s board approved three year cash flow forecasts and covenant compliance forecasts,
including the impact of Covid-19 and the reverse stress-test;
• assessed the appropriateness of the forecast assumptions by:
−challenging the key assumptions within the base case forecasts and the reasonable worst case forecast;
−reading analyst reports, industry data and other external information and comparing these with management’s estimates
to determine if they provided corroborative or contradictory evidence in relation to management’s assumptions;
−comparing forecast sales, gross margin and other costs with recent historical financial information to consider
accuracy of forecasting;
−enquiring of management regarding their forecast strategic objectives and actions to reduce costs and manage cash
flows and challenging the quantum, timing and commitment of those actions with reference to supporting evidence;
−testing the mechanical accuracy of the forecasts and the underlying data generated to prepare the forecast
scenarios and determining whether there was adequate support for the assumptions underlying the forecast;
−assessing correspondence relating to the availability of the Group’s financing arrangements, including recalculating
the covenant compliance ratios and both the committed and uncommitted facilities;
−obtained management’s reasonable worst case scenario and challenging management to run further downside
scenarios in order to assess the possible impact;
−assessing additional downside sensitivities and considered the impact on covenants and liquidity headroom;
−challenging the level of identified mitigating actions to reduce costs and assessing whether the mitigating actions
were within the Company’s control;
−assessing the use of cash management activities to reduce net debt at the reporting dates and whether these were
within management’s control; and
−considering the results of the reverse stress-tests performed.
• evaluated the Group’s disclosures on going concern against the requirements of IAS1.
Key observations
We are satisfied that the Directors’ conclusion that the Group has sufficient financial resources over the going concern
period. We consider the forecasts prepared by the Directors and their underlying assumptions to be reasonable.
We have reviewed the disclosures prepared by the Directors set out on pages 53 and 54 and consider them to be
appropriate.
5.2. Disclosure of non-Headline items and the presentation of alternative performance measures in the financial statements
Key audit matter
description
The Group presents alternative performance measures to provide supplemental information to enable users of the
financial statements to gain an understanding of the Group’s financial performance. During the period, the Group has
recognised items classified as ‘non-Headline items’ amounting to a £39m adverse impact prior to the impact on taxation
(2020: £82m benefit). The disclosure of non-Headline items and their presentation on the face of the consolidated
income statement remains a key audit matter given the level of management judgement involved as inappropriate
classification of such items would impact on the disclosure of Headline EBITDA, which is a key performance indicator
used by the Group.
Over recent years, the Group has disclosed a number of projects (such as ‘Network Transformation’ and ‘One Team’) as
well as disclosing the impact of the loss on exiting the Mobile Virtual Network Operator (MVNO) operations as key
non-Headline items. These are all 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 non-Headline based on the
Group’s policy or are, in substance, ‘business as usual’ actions and therefore should be recognised in arriving at Headline
earnings. There was increased judgement in this area in FY21, with the extension of the transformational reorganisation
programmes and the change in presentation following the signing of a new commercial contract for the MVNO
operations in December 2020, after which the profits have been reported within Headline results.
In FY21, the Group incurred material costs in relation to the “Public to Private transaction” in addition to an impairment of
contract assets following the termination of a significant customer contract.
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. Detail of all Alternative Performance Measures used is included on page 117 and the Audit
Committee’s discussion of this matter is set out on page 35.
TalkTalk Telecom Group Limited
Annual Report 2021
59
Report on the audit of the financial statements continued
5. Key audit matters
5.2. Disclosure of non-Headline items and the presentation of alternative performance measures in the financial statements continued
How the scope
of our audit
responded to the
key audit matter
We obtained an understanding of key controls in relation to the disclosure of non-Headline items and presentation of
alternative performance measures.
In addition to understanding the composition of non-Headline items and agreeing a sample of items to supporting
documentation, we challenged management’s rationale for the presentation of items within the consolidated income
statement as non-Headline. This focussed around the areas of higher judgement such as the change in presentation of
the MVNO results, the extension of the transformational reorganisation programmes and the costs incurred in the
“Public to Private transaction”, specifically in relation to the acceleration of the share based payments charge. This
included assessing the incremental nature of the costs, whether they are specific to individual projects, transactions or
commercial arrangements and considering whether they should be classified as part of Headline operations.
Our work has also involved testing, on a sample basis, items within the consolidated income statement to identify
income and expenses which may be non-Headline by nature but not separately identified. This comprised consideration
of credit balances within Headline results, including those in relation to the release of inventory provisions.
We have also assessed the disclosure of the accounting policy for non-Headline items, description of the items classified
as non-Headline and the reconciliations between statutory and non-Headline measures. This was performed in the
context of the latest guidance published by the European and Securities Markets Authority and the Financial Reporting
Council (“FRC”), determining whether the purpose of using alternative performance measures was set out, that they
were clearly defined, consistent over time and included appropriate reconciliations to statutory financial information.
Key observations
We have concluded that the items described as non-Headline in the consolidated income statement meet the
requirements of IAS 1 and the Group’s accounting policy, and that they are appropriately disclosed.
5.3 Revenue recognition and the application of IFRS 15
Key audit matter
description
Revenue represents a significant balance, totalling £1,353m (FY 2020: £1,569m). The balance consists of a high volume of
individually low value transactions across both the business and consumer customer bases. We have identified the
following types of transactions and assertions related to revenue recognition and the application of IFRS 15 which give rise
to a key audit matter relating to risks arising from the complexity of telecom transaction processing within the Group as
well as the level of management judgement:
• the accounting for one-off customer arrangements which tend to reflect both judgement and complexity in the
application of IFRS 15, particularly where the accounting outcome negates or diminishes the commercial rationale for
the transaction. This is particularly true of multi-year contracts, modifications and terminations, where there is a risk
that these are incorrectly accounted for or recognised in the wrong accounting period; and
• other key judgements made in the application of IFRS 15, principally the unbundling of customer contracts for revenue
recognition and the estimation of average customer life and customer life value which are used to assess the potential
impairment of capitalised costs and contract assets.
See note 1 to the financial statements for revenue recognition policy and the key sources of estimation uncertainty
relevant to the implementation of IFRS 15 that has been applied by the Group, and the Audit Committee report on
page 36.
Independent auditor’s report continued
To the members of TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC)
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
60
Report on the audit of the financial statements continued
5. Key audit matters continued
5.3 Revenue recognition and the application of IFRS 15
How the scope
of our audit
responded to the
key audit matter
Complex Customer Arrangements
We evaluated significant contract amendments signed during FY21, in particular a significant customer termination
notice, the terms of which resulted in a difference between the recognition of the contract on an accounting and
commercial basis. The application of IFRS 15 triggered the recognition of an impairment amounting to £8m in relation to
the contract costs capitalised as 28 February 2021. We reviewed the terms of the termination notice and challenged the
application of IFRS 15 to these specific circumstances, together with the support of subject matter experts in IFRS 15.
Judgements made in relation to IFRS15
We challenged the completeness and appropriateness of the key judgements and estimates made in the calculation of
both average customer life and customer life value, which are critical components of the amortisation rate applied to
contract assets. Specifically, we challenged the inputs into these calculations, being the customer numbers and churn
rates used within these metrics, completing substantive testing procedures to assess the completeness and accuracy
of the customer numbers and churn and reviewing the outputs against historic trends.
Key observations
During FY21, we noted improvements in the IT environment over billed revenue, however notwithstanding these
improvements, we have been unable to adopt a controls based approach regarding TTC revenue generated by
Consumer systems. These deficiencies in internal control were mainly in relation to inappropriate access noted in the
year, inadequate leavers’ controls and findings in relation to periodic reviews of access controls.
We note that the policies applied in relation to revenue recognition are in line with the guidance of IFRS 15 however note the
high level of estimation applied in determining the IFRS 15 judgements applied. We note that estimates applied are sensitive
in supporting the accounting applied in relation to IFRS 15 and refer to more detail outlined in relation to these in note 1.
6. Our application of materiality
6.1 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 financial statements
Parent company financial statements
Materiality
£6.0m (2020: £5.0m)
£5.7m (2020: £4.7m)
Basis for
determining
materiality
Materiality has been determined by considering a number
of different measures including Statutory loss before
taxation, Headline profit before taxation, Headline EBITDA,
Statutory revenue and Net assets.
Parent company materiality equates to 1% of net assets
(2020: 1%), which is capped at 95% of group materiality
(2020: 94%).
Rationale for the
benchmark applied
There continues to be volatility in the results of the
Group due to the continuation of the group reorganisation.
As such, we have considered a range of metrics when
determining our materiality. The materiality applied
equates to 0.4% of revenue (2020: 0.3%), 2.4% of headline
EBITDA (2020: 1.6%) and 0.3% of total assets (2020: 0.3%).
We consider net assets to be an appropriate benchmark for
the measure of the materiality of the parent company on
the basis that that it is the Group’s ultimate parent and is a
non-trading company.
TalkTalk Telecom Group Limited
Annual Report 2021
61
Report on the audit of the financial statements continued
6. Our application of materiality continued
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole.
Group financial statements
Parent company financial statements
Materiality
50% (2020: 50%) of group materiality
50% (2020: 50%) of parent company materiality
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we considered the following factors:
a. the quality of the control environment and whether we were able to rely on controls given control deficiencies identified;
b. the nature, volume and size of misstatements (corrected and uncorrected) in previous audits; and
c. the significant changes in the group as they focus on simplifying the strategy which has impacted results.
6.3 Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £300,000 (2020: £250,000), as
well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on
disclosure matters that we identified when assessing the overall presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Identification and scoping of components
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 which was performed
directly by the Group audit team and together they represent over 99% (2020: 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 99% of statutory loss before
taxation (2020: 86% of statutory profit before taxation) and 99% of net assets (2020: 96%). Our audit work at each division was executed at
levels of materiality which were lower than Group materiality and ranged from £2.4m to £2.1m (2020: £4.0m to £3.5m).
All work was performed by the group engagement team.
7.2. Our consideration of the control environment
We obtained an understanding of the control environment of the group, including understanding the processes and controls in place over key
business processes including financial reporting. In assessing the control environment of the Group, we obtained an understanding of the
relevant IT controls associated with the Group’s key accounting and reporting systems.
For IT systems related to the billing systems, as in prior year, we have identified certain control deficiencies and accordingly took a non controls
reliance approach to our audit testing of revenue within TTC and TTB revenue with the exception of carrier and voice revenues.
We planned and took a controls reliance approach in relation to capitalised time. For this process we tested whether the relevant controls were
designed appropriately to address the identified audit risk, and tested a sample of control instances, determined by the frequency of the
control’s operation.
We did not plan to take a controls reliance approach in the other business processes. For TTB carrier and voice revenue and TTC revenue
streams we were unable to take a controls reliance approach as we were unable to rely on the IT systems involved in their processing.
Independent auditor’s report continued
To the members of TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC)
Revenue
100%
Statutory
profit before
taxation
16%
0%
84%
Statutory
loss before
taxation
1%
99%
Net assets
■ Full audit scope
■ Review at Group level
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
62
Report on the audit of the financial statements continued
8. Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report
thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a
going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
11.1 Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the design of the group’s remuneration
policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• results of our enquiries of management, internal audit and the audit committee about their own identification and assessment of the risks
of irregularities;
• any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to:
−identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
−detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
−the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
• the matters discussed among the audit engagement team and relevant internal specialists, including tax, valuations, reward, IT, revenue and
industry specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified
the greatest potential for fraud in the following areas: going concern, disclosure of non-Headline items and the presentation of alternative
performance measures in the financial statements and revenue recognition. In common with all audits under ISAs (UK), we are also required to
perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the group operates in, focusing on provisions of those laws and
regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and
regulations we considered in this context included the UK Companies Act, Listing Rules and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance
with which may be fundamental to the group’s ability to operate or to avoid a material penalty. These included the group’s compliance with
Ofcom regulation.
TalkTalk Telecom Group Limited
Annual Report 2021
63
Report on the audit of the financial statements continued
11. Extent to which the audit was considered capable of detecting irregularities, including fraud continued
11.2 Audit response to risks identified
As a result of performing the above, we identified the going concern basis of accounting, disclosure of non-Headline items and the
presentation of alternative performance measures in the financial statements and revenue recognition as key audit matters related to the
potential risk of fraud. The key audit matters section of our report explains the matters in more detail and also describes the specific
procedures we performed in response to those key audit matters.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws
and regulations described as having a direct effect on the financial statements;
• enquiring of management, the audit committee and in-house legal counsel concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement
due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with
BT Openreach and other large suppliers and also Ofcom; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the
business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal
specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the
audit, we have not identified any material misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the group’s compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on pages 53 and 54;
• the directors’ explanation as to its assessment of the group’s prospects, the period this assessment covers and why the period is
appropriate set out on pages 33 and 34;
• the directors’ statement on fair, balanced and understandable set out on page 53;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 53;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on
page 37; and
• the section describing the work of the audit committee set out on pages 35 to 37.
Independent auditor’s report continued
To the members of TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC)
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
64
Report on other legal and regulatory requirements continued
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. 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 in respect of these matters.
15. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Kate J Houldsworth FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, UK
24 May 2021
TalkTalk Telecom Group Limited
Annual Report 2021
65
Consolidated income statement
TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC)
For the eleven month period ended 28 February 2021
Eleven month period ended 28 February 2021
Year ended 31 March 2020
Notes
Headline (2)
£m
Non-Headline
(note 9) (2)
£m
Statutory
£m
Headline (2)
£m
Non-Headline
(note 9) (2)
£m
Statutory
£m
Revenue
2
1,348
5
1,353
1,557
12
1,569
Cost of sales
(688)
(1)
(689)
(763)
(4)
(767)
Gross profit
660
4
664
794
8
802
Operating expenses(1)
(411)
(43)
(454)
(486)
82
(404)
EBITDA(2)
249
(39)
210
308
90
398
Depreciation and amortisation
3
(172)
—
(172)
(185)
(8)
(193)
Share of results of joint ventures
and associates
14
(6)
—
(6)
(8)
—
(8)
Operating profit
3
71
(39)
32
115
82
197
Net finance costs
6
(43)
—
(43)
(66)
—
(66)
Profit/(loss) before taxation
28
(39)
(11)
49
82
131
Taxation
7
(4)
4
—
12
10
22
Profit/(loss) for the period/year
attributable to the owners of
the Company
24
(35)
(11)
61
92
153
(Loss)/earnings per share
Basic (p)
10
(1.0)
13.4
Diluted (p)
10
(1.0)
13.2
(1) Operating expenses includes £12m (2020: £13m) of credit losses on financial assets. For further details see note 17.
(2) See note 1 for an explanation of alternative performance measures (APMs) and non-Headline items. See note 9 for a reconciliation of Statutory information to Headline information.
There is no other comprehensive income or expenses recognised in either period other than shown in the income statement; consequently no
statement of comprehensive income has been presented.
The accompanying notes 1 to 28 are an integral part of this consolidated income statement. All amounts relate to continuing operations.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
66
Notes
28 February
2021
£m
31 March
2020
£m
Non-current assets
Goodwill
11
495
495
Other intangible assets
11
189
205
Property, plant and equipment(1)
12
333
339
Investment in joint ventures and associates
14
—
—
Trade and other receivables
17
3
5
Contract costs
18
427
383
Deferred tax assets
7
135
135
1,582
1,562
Current assets
Inventories
16
33
25
Trade and other receivables
17
167
136
Contract assets
18
38
49
Derivative financial instruments
21
—
1
Cash and cash equivalents
20
34
56
272
267
Total assets
1,854
1,829
Current liabilities
Trade and other payables
19
(448)
(377)
Contract liabilities
18
(21)
(24)
Lease liabilities
15, 20
(66)
(59)
Provisions
22
(5)
(10)
(540)
(470)
Non-current liabilities
Borrowings
20
(773)
(793)
Lease liabilities
15, 20
(167)
(158)
Provisions
22
(3)
(2)
(943)
(953)
Total liabilities
(1,483)
(1,423)
Net assets
371
406
Equity
Share capital
23
1
1
Share premium
24
684
684
Translation reserve
24
(64)
(64)
Demerger reserve
24
(513)
(513)
Retained earnings and other reserves
24
263
298
Total equity
371
406
(1) Right of use assets are included within property, plant and equipment.
The accompanying notes 1 to 28 are an integral part of this consolidated balance sheet.
These financial statements were approved and authorised for issue by the Board on 24 May 2021. They were signed on its behalf by:
Tristia Harrison
Phil Eayres
Chief Executive Officer Chief Financial Officer
Consolidated balance sheet
TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC)
Company number: 07105891
As at 28 February 2021
TalkTalk Telecom Group Limited
Annual Report 2021
67
Consolidated cash flow statement
TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC)
For the eleven month period ended 28 February 2021
Notes
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Operating activities
Operating profit
32
197
Share-based payments
5
12
3
Depreciation of property, plant and equipment
12
110
114
Amortisation of other operating intangible assets
11
62
71
Amortisation of acquisition intangibles
11
—
8
Share of losses of joint ventures and associates
14
6
8
Reversal of cost of inventories previously written down
(8)
—
Impairment of contract assets
8
—
Gain on disposal of customer base
—
(4)
Gain on disposal of subsidiary undertakings
13
—
(127)
Decrease in provisions
(4)
(26)
Operating cash flows before movements in working capital
218
244
(Increase)/decrease in trade and other receivables
(29)
27
Increase in contract assets
(41)
(85)
Decrease in inventories
—
9
Increase/(decrease) in trade and other payables
72
(120)
(Decrease)/increase in contract liabilities
(3)
4
Cash flows generated from operating activities
217
79
Income taxes paid
—
—
Net cash flows generated from operating activities
217
79
Investing activities
Investment in joint ventures and associates
(6)
(13)
Disposal of subsidiary undertakings
13
—
206
Investment in intangible assets
(48)
(67)
Investment in property, plant and equipment
(27)
(49)
Cash flows (used in)/generated from investing activities
(81)
77
Financing activities
Settlement of Group ESOT shares
—
1
Purchase of own shares
(19)
(1)
Repayments of obligations under leases
(58)
(57)
Repayments of borrowings
(740)
(590)
Drawdown of borrowings
724
577
Interest paid
(31)
(40)
Interest paid in respect of lease obligations
(10)
(12)
Other finance costs
(7)
(17)
Equity dividends paid
8
(17)
(28)
Cash flows used in financing activities
(158)
(167)
Net decrease in cash and cash equivalents
(22)
(11)
Cash and cash equivalents at the start of the year
56
67
Cash and cash equivalents at the end of the year
20
34
56
The accompanying notes 1 to 28 are an integral part of this consolidated cash flow statement.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
68
Consolidated statement of changes in equity
TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC)
For the eleven month period ended 28 February 2021
Notes
Share
capital
£m
Share
premium
£m
Translation
reserve
£m
Demerger
reserve
£m
Retained
earnings
and other
reserves
£m
Total
equity
£m
At 1 April 2019
1
684
(64)
(513)
170
278
Profit for the year
—
—
—
—
153
153
Total comprehensive income
—
—
—
—
153
153
Transactions with the owners
of the Company
Share-based payments
5
—
—
—
—
3
3
Purchase of own shares
—
—
—
—
(1)
(1)
Settlement of Group ESOT shares
—
—
—
—
1
1
Equity dividends
8
—
—
—
—
(28)
(28)
Total transactions with the owners
of the Company
—
—
—
—
(25)
(25)
At 31 March 2020
1
684
(64)
(513)
298
406
Loss for the period
—
—
—
—
(11)
(11)
Total comprehensive expense
—
—
—
—
(11)
(11)
Transactions with the owners
of the Company
Share-based payments
5
—
—
—
—
12
12
Purchase of own shares
—
—
—
—
(19)
(19)
Equity dividends
8
—
—
—
—
(17)
(17)
Total transactions with the owners
of the Company
—
—
—
—
(24)
(24)
At 28 February 2021
1
684
(64)
(513)
263
371
The accompanying notes 1 to 28 are an integral part of this consolidated statement of changes in equity.
TalkTalk Telecom Group Limited
Annual Report 2021
69
Notes to the consolidated financial statements
1. Accounting policies and basis of preparation
Basis of preparation
TalkTalk Telecom Group Limited (formerly 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 and it is a public limited company. The registered office
of the Company is Soapworks, Ordsall Lane, Salford Quays, Manchester M5 3TT. The principal activities of the Group are the provision of
telecommunication services to Consumer and B2B customers. The Group was delisted from the London Stock Exchange on 12 March 2021
(see note 28).
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The
financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of
the Companies Act 2006.
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 (unless
otherwise stated), because that is the currency of the principal economic environment in which the Group operates.
During the period, the financial year end of the Group was changed from 31 March to 28 February. Accordingly, the 2021 financial statements
are prepared for the eleven month period ended 28 February 2021 compared to the twelve month period ended 31 March for the 2020
comparatives. As a result, the comparative figures stated in the income statement, statement of changes in equity, cash flow statement
and the related notes are not comparable.
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 or associates which are accounted for using the equity method up to 28 February in the current period and
up to 31 March in the prior year.
Control is achieved where the Company has:
• the power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• the ability to use its power to affect its returns.
The Company reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three
elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of
the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the
Company gains control until the date when the Company ceases to control the subsidiary.
Where necessary, adjustments are made to the financial statements of subsidiaries and joint ventures to bring the accounting policies used
in line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are
eliminated on consolidation.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between
(i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount
of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests or amounts previously recognised in other
comprehensive income in relation to that subsidiary. The fair value of any investment retained in the former subsidiary at the date when
control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 when applicable, or the cost on initial
recognition of an investment in an associate or a joint venture.
Alternative performance measures (APMs)
The consolidated financial statements include APMs as well as Statutory measures. The APMs used by the Group are not defined terms
under IFRS and may therefore not be comparable with similarly titled measures reported by other companies. They are not intended to be
a substitute for, or superior to, IFRS measures. All APMs relate to the current year results and comparative periods where provided. This
presentation is also consistent with the way that financial performance is measured by management and reported to the Board, the basis
of financial measures for senior management’s compensation schemes and provides supplementary information that assists the user in
understanding the financial performance, position and trends of the Group. The APMs have been applied consistently in the period ending
28 February 2021 as defined in the consolidated annual financial statements for the year ended 31 March 2020 except for the removal of
pre-IFRS 16 values which are no longer used as the current period and comparatives are both now prepared under the same basis. See note 9
for a reconciliation of Statutory information to Headline information.
We believe that EBITDA-based measures provide useful supplementary information that assists investors in understanding the financial
performance, position and trends of the Group. EBITDA-based measures are widely used by investors, securities analysts and other interested
parties as supplemental measures of performance and liquidity. However, EBITDA-based measures have limitations as analytical tools and
should not be considered in isolation or as a substitute for an analysis of our operating results as reported under IFRS. Since operating profit
and actual cash flows for a given period can differ significantly from these normalized measures, we urge you to consider these figures for any
period together with our data for cash flows from operations and other cash flow data and our operating profit under IFRS. You should not
consider EBITDA or Headline EBITDA as substitutes for operating profit or cash flows from our operating activities as reported under IFRS.
See page 117 for listing and definitions of all APMs used.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
70
1. Accounting policies and basis of preparation continued
Going concern
The Directors are required to satisfy themselves that it is reasonable for them to conclude that it is appropriate to prepare the financial
statements on a going concern basis. This going concern assessment has given consideration to the Group’s available financing facilities,
business model, strategy, regulatory environment, principle risks and uncertainties, recent financial performance and outlook, which are
detailed in the Strategic Report on pages 1 to 29.
The Group has committed credit facilities throughout the twelve month going concern assessment period of £1,090m and further information
is provided in notes 20 and 21 of the financial statements on the Group’s borrowings, cash and financial risk management objectives.
The Directors have also assessed the prospects of the Company over a three year period for the purposes of the viability statement and
further detail is provided on pages 33 and 34. The viability and going concern assessments are closely linked and therefore the approach,
considerations and conclusions of the viability statement are also directly relevant to this going concern assessment. Both the going concern
and viability assessments have given specific consideration to the potential implications of Covid-19 and Brexit, which are further detailed as
part of the assessment of the Group’s principal risks and uncertainties on pages 13 to 17.
The Directors report that, having reviewed current performance and forecasts in light of the Group’s strategy, business model, regulatory
environment, principal risks and uncertainties and including sensitivities for reasonable downside scenarios and available mitigating actions,
they have a reasonable expectation that the Group has sufficient resources to continue its operations for the foreseeable future, being a
period of not less than twelve months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing
these financial statements.
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.
Revenue
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes
amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.
Nature of goods and services
The Group’s revenues are earned from the provision of fixed connectivity services. The typical length of a contract is 12–36 months. Contracts
often include multiple goods and services, which are generally capable of being separately identifiable or distinct and accounted for as
separate performance obligations.
For bundled packages, including monthly service fees and activation fees from contract subscribers, the Group accounts for revenue from
individual goods and services separately if they are distinct – i.e. if a good or service can be distinguished from other components of the
bundled package and if a customer can benefit from it separately. The consideration for the bundled packages comprises cash flows from
customers expected to be received in relation to goods and services delivered over the contract term. The consideration (transaction price)
is net of any discounts and credits and is allocated between separate performance obligations in a bundle based on their relative stand-alone
selling prices.
The Group identifies the following primary performance obligations: supply of connectivity services (Broadband, Fibre, Ethernet, TV, etc.) and
the supply of hardware (routers, set top boxes, etc.). As a practical expedient, different connectivity services are typically applied concurrently;
as a result, they are accounted for as a single performance obligation.
Stand-alone selling prices for connectivity services and hardware are based on individual pricing where such observable prices exist. Otherwise
such prices are defined in reference to their assessed market value or a cost plus a margin approach.
The timing of satisfaction of performance obligations is summarised below:
• Hardware – at a point in time, typically at contract inception when control of the hardware is transferred to the customer. This usually occurs
when the customer signs a new contract, the connectivity service is due to commence and the hardware is sent to the customer. Hardware is
billed as part of the monthly charge to the customer and therefore paid for on a monthly basis over the length of the contract.
• Services/subscriptions – over time as the services are provided, reflecting the customer simultaneously receiving and consuming the
connectivity service. Revenue is recognised on a straight line basis over the contract term based on the nature of the connectivity services.
The services are billed and paid for on a monthly basis.
Additional services, such as usage (including TV content), result in revenue recognition only once the customer utilises the service.
The level of variable consideration in the form of tiered pricing arrangements and the impact of any financing component within contracts with
customers has been assessed and concluded to be immaterial. The Group does not have any material obligations in respect of returns, refunds
or warranties.
The probability of collectability is assessed across the Group and where collectability is identified as not being probable, revenue is recognised
only when the cash is received from the customer.
TalkTalk Telecom Group Limited
Annual Report 2021
71
Notes to the consolidated financial statements continued
1. Accounting policies and basis of preparation continued
Foreign currency translation and transactions
In preparing the financial statements of the Group’s entities, transactions in currencies other than the entity’s functional currency (foreign
currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair
value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary
items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except for exchange differences on transactions used to
hedge certain foreign currency risks (see below under derivative financial instruments and hedge accounting).
The principal exchange rates against UK Sterling used in these financial statements are as follows:
Average
Closing
2021
2020
2021
2020
Euro
1.12
1.15
1.15
1.13
United States Dollar
1.31
1.27
1.40
1.24
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are recognised in the consolidated balance sheet when the Group
becomes a party to the contractual provisions of the instrument.
Classification and measurement of financial assets and liabilities
Classification of financial assets is generally based on the business model in which the financial asset is managed and its contractual cash flow
characteristics. A financial asset is measured at amortised cost if it is held with the objective of collecting the contractual cash flows and its
contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding. All other financial assets are measured at fair value through other comprehensive income or profit or loss.
Financial assets at amortised cost
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
financial assets measured at amortised cost.
Interest income is recognised by applying the effective interest rate, except for short term receivables when the recognition of interest would
be immaterial.
Impairment of financial assets
The Group recognises lifetime expected credit losses for trade receivables, contract assets and lease receivables where relevant. The amount
of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial
instrument. Under the ‘expected credit loss’ model to assess whether an asset is credit impaired, the Group analyses the risk profile of these
financial assets based on past experience and an analysis of the receivable’s current financial position, potential for a default event to occur,
adjusted for specific factors, general economic conditions of the industry in which the receivables operate and assessment of both the current
and the forecast direction of conditions at the reporting date.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no
realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. None of the
trade receivables that have been written off are subject to enforcement activities.
The Group considers that twelve month expected credit losses are consistent with lifetime expected credit losses.
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 year.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term highly liquid investments
with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
Financial liabilities at amortised cost
Trade payables
Trade payables are other financial liabilities initially measured at fair value and subsequently measured at amortised cost.
Supply chain financing
Where the Group offers, via its bank group, supply chain financing facilities to its suppliers these facilities allow suppliers to obtain payment
from the sponsoring bank ahead of the commercially agreed payment terms giving a liquidity benefit to the supplier. Various factors are
considered in assessing whether such liabilities are more appropriately classified as trade payables or borrowing, including whether an
extension of credit terms has been provided, the contractual relationship, any obligation to provide such facility, who bears the cost of the
facility, any additional credit enhancements and any impact on other lines of credit held with the relevant banks.
Financial liabilities
Financial liabilities are generally measured at amortised cost. Financial liabilities not measured at amortised cost include derivatives held for
trading and other financial liabilities designated as such at initial recognition, which are measured at fair value through profit and loss. Financial
liabilities are derecognised when they are extinguished.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
72
1. Accounting policies and basis of preparation continued
Financial instruments continued
Financial liabilities at amortised cost continued
Borrowings
Borrowings represent committed and uncommitted bank loans, 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 and other committed loans that are repayable on demand form an integral part of the Group’s cash management process and
are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
Equity instruments
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 equity instruments are set out below.
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 Employee Share Ownership Trust (ESOT) are shown as a reduction in shareholders’ funds. Other
assets and liabilities held by the trust are consolidated within 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. 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 may use derivative instruments to manage foreign exchange and interest rate risks and these may be designated as cash flow
hedges. The portion of the gain or loss on the hedging instrument determined to be an effective hedge is recognised in other comprehensive
income. These amounts are then recycled to the income statement in the period the hedged item will affect profit and loss. Any gain or loss on
the hedging instrument relating to any ineffective portion of the hedge is recognised immediately in the income statement.
Measurement
The financial instruments included on the consolidated 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.
• 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 principal items in the financial statements involving critical accounting judgements are as follows:
Forecast assumptions used in the going concern and viability statement assessments
When the Directors review forecast assumptions used in the going concern assessment, they apply judgement on what are considered
reasonably possible changes in trading performance including the impact of Covid-19 and Brexit. In relation to the viability statement, the
Directors take into account the Group’s current financial position, and give judgement on which hypothetical scenarios linked to the Group’s
principal risks would be necessarily severe for the purpose of creating outcomes that have the ability to threaten the viability of the Group and
consequently give rise to the need for mitigating actions. These judgements are subjective in nature, but such considerations are necessary
for the Directors to confirm the viability of the Group and the treatment of it as a going concern.
Classification of items as non-Headline
Headline measures represent trading results before non-Headline items which are defined in note 9. The Directors believe that presentation
of the Group’s results in this way is relevant to assist the user in understanding the financial performance, position and trends of the Group,
as non-Headline items are identified by virtue of their size, nature and/or incidence. This presentation is consistent with the way that financial
performance is measured by management and reported to the Board, the basis of financial measures for senior management’s compensation
schemes, and provides supplementary information that assists the user in understanding the underlying trading results. In determining
whether an event or transaction is non-Headline, the Directors consider both quantitative and qualitative factors such as the nature of the item
and the frequency or predictability of occurrence. The decision to classify items as either Headline or non-Headline is judgemental and
requires careful consideration to ensure that the accounts provide a useful indicator of the performance of the Group.
TalkTalk Telecom Group Limited
Annual Report 2021
73
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
Supplier arrangements
The Group will from time to time enter new or amended supplier arrangements, which due to their nature may require judgement to ensure that
associated income and costs are classified and measured appropriately and recognised in the correct period. Such arrangements may include
the receipt or payment of bonuses, commissions or items of a similar nature. For amounts paid consideration is given as to whether these are
treated as a contract cost and therefore deferred on the balance sheet over customer tenure or instead recognised upfront in the period
incurred. For income received a judgement is made as to whether this relates to future or past events and the timing of recognition will reflect
this assessment.
Capitalisation of customer premise equipment
The terms and conditions offered to the Group’s residential customers state that where replacement hardware is issued to customers, it remains
the property of the Group and should be returned to the Group once the customer contract term has been completed. Judgement has been
applied in concluding this hardware remains an asset of the Group and as at 28 February 2021 such assets had a net book value of £10m (2020:
£10m) and are recognised within property, plant and equipment. The key factors in determining this treatment are the enforceability of the
contractual provisions in place per the amended terms and conditions evidenced by return rates in respect of customers that have churned
and the ability to de-mobilise hardware not returned.
Recognition of revenue
The application of IFRS 15 requires the Group to make critical judgements that affect the determination of the amount and timing of revenue
and costs from contracts with customers. These include:
• Contract costs
Judgement has been exercised in determining contract costs that are appropriate to be capitalised. Most incremental commissions and
connection costs in the business clearly meet the requirements; however, other arrangements, such as volume bonuses based on the
delivery of a pool of contracts, require greater judgement. These contract costs are amortised over average customer tenure (50–120
months depending on the product and channel) which reflects the fact that incremental commissions are typically not paid on customer
renewals and that connection costs support a customer over their tenure not just their initial contract term.
• Collectability
The probability of collectability is assessed across the Group. Revenue is recognised when the performance obligation is complete. Early
termination fees in the Consumer business have a lower recovery rate and on this basis such revenue (which is not material) is not recognised
upfront, but rather when the cash is received from the customer.
• Agent vs principal
Consideration is given to arrangements in the partner channel in the Business division, to assess who is the Group’s customer, being either
the partner or the end customer. Following consideration of the fact that customer relationship services, pricing decisions and billing to the
end customer are provided by the partner, it is assessed that the partner is TalkTalk’s customer and revenue is recognised on a principal basis.
Whilst TalkTalk contracts directly with the partner, the IFRS 15 contract is assessed to be at the individual circuit and therefore measured at
this level. This reflects the fact that it is at this level that the partner makes its buying decision, the Group accepts the order, each party
defines its obligations, the contract terms are defined and the Group provides its services.
IFRS 16 scope
The Group has assessed and concluded in determining the scope of applying IFRS 16 that the ‘last mile’ does not contain a lease given that it is
not fully within the control of the Group. As a result the ‘last mile’ does not meet the criteria for recognition as leases under IFRS 16.
The principal items in the financial statements involving key sources of estimation uncertainty are:
Recognition of revenue
The application of IFRS 15 requires the Group to make certain estimates that affect the determination of the amount and timing of revenue
and costs from contracts with customers. These include:
• Contract costs and customer lifetime value analysis
Contract costs are deferred and recognised over the expected duration of the customer relationship. At 28 February 2021, deferred
contracts costs totalled £427m (2020: £383m). The estimate of the expected average duration of customer relationship is based on
customer churn relative to the size of the customer base and is currently determined to be 50–120 months depending on the product and
channel. However, such rates are subject to fluctuation and may be impacted by future events such as new product launches, an increase in
competition in the market or wider macroeconomic factors. A lower average customer tenure would mean that deferred costs are amortised
over a shorter period of time and could result in an impairment of the asset in lower profitability channels. A six month reduction in customer
tenure, which is considered a reasonably possible movement, would not result in an impairment charge.
• Service level related credits
The Group continues to recognise certain service level related credits from suppliers to compensate the Group where the supplier has not
operated within the contractual terms of these arrangements. At 28 February 2021, a receivable of £14m (2020: £11m) existed in relation to
claims where the supplier has not operated within contractual terms, the resolution of which may give rise to an increase or decrease in the
level of receivable recognised. This is without prejudice to the Group’s legal position.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
74
1. Accounting policies and basis of preparation continued
Critical accounting judgements and key sources of estimation uncertainty continued
IFRS 16 network asset lease term
The adoption of a five to seven year lease term for network assets is assessed to be a key accounting estimate. In reaching this conclusion
the Group has considered historical data and its expectation of future changes in the network landscape and the technologies used. Existing
technologies have been assessed as having a five year lease term and newer technologies that have been utilised in the network for the first
time in the period ended 28 February 2021 have been determined as having a seven year lease term as there is less risk of these assets being
replaced through obsolescence. At 28 February 2021, the Group held network assets utilising these lease terms with a combined value of
£119m (2020: £121m). Sensitivities of these estimates are shown below:
• an increase from five to six years and seven to eight years would impact the balance sheet by increasing the right of use assets by £40m
(2020: £22m) and £3m (2020: £2m) respectively and increasing the lease liabilities by £40m (2020: £18m) and £3m (2020: £2m)
respectively at 28 February 2021;
• an increase from five to six years and seven to eight years would impact the income statement by decreasing depreciation by £nil (2020:
£4m) and £nil (2020: £nil) respectively and increasing finance costs by £1m (2020: £1m) and £nil (2020: £nil) respectively for the period
ended 28 February 2021;
• a reduction from five to four years and seven to six years would impact the balance sheet by decreasing the right of use assets by £12m
(2020: £nil) and by £3m (2020: £2m) respectively and decreasing the lease liabilities by £20m (2020: £3m) and £3m (2020: £2m)
respectively at 28 February 2021; and
• a reduction from five to four years and seven to six years would impact the income statement by increasing depreciation by £1m (2020:
decrease of £9m) and £nil (2020: £nil) respectively and decreasing finance costs by £nil (2020: £nil) and £nil (2020: £nil) respectively
for the period ended 28 February 2021.
New and amended accounting standards that have been issued but are not yet effective
At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRSs that have been issued
but are not yet effective and, in some cases, had not yet been adopted by the EU:
• IFRS 17 ‘Insurance Contracts’.
• IFRS 10 and IAS 28 ‘Sale or Contribution of Assets Between an Investor and its Associate or Joint Venture’.
• Amendments to IFRS 3 ‘Reference to the Conceptual Framework’.
• Amendments to IAS 1 ‘Classification of Liabilities and as Current or Non-current’.
• Amendments to IAS 37 ‘Onerous Contracts – Cost of Fulfilling a Contract’.
• Amendments to IAS 16 ‘Property, Plant and Equipment – Proceeds before Intended Use’.
• Annual improvements to IFRS Standards 2018-2020 cycle – Amendments to IFRS 1 First-time Adoption of International Financial Reporting
Standards, IFRS 9 Financial Instruments, IFRS 16 Leases and IAS 41 Agriculture.
These IFRSs are not expected to have a material impact on the Group’s consolidated financial position or performance.
Application of significant new or amended EU-endorsed accounting standards
The following amended standards and interpretations were also effective during the period, however, they have not had a material impact on
the disclosures or on the amounts reported in these consolidated financial statements.
• Amendments to IFRS 3 ‘Definition of a Business’.
• Amendments to IAS 1 and IAS 8 ‘Definition of Material’.
• Conceptual Framework ‘Amendments to References to the Conceptual Framework in IFRS Standards’.
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 reportable operating segment with all trading operations based
in the United Kingdom.
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Statutory revenue
1,353
1,569
Less MVNO revenue (note 9)
(5)
(12)
Headline revenue(1)
1,348
1,557
(1) See note 1 for an explanation of alternative performance measures (APMs) and non-Headline items. See note 9 for a reconciliation of Statutory information to Headline information.
TalkTalk Telecom Group Limited
Annual Report 2021
75
Notes to the consolidated financial statements continued
2. Segmental reporting continued
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Headline EBITDA(1)
249
308
Depreciation of property, plant and equipment
(110)
(114)
Amortisation of operating intangibles
(62)
(71)
Share of results of joint ventures
(6)
(8)
Non-Headline items – gross profit
4
8
Non-Headline items – operating expenses
(43)
82
Non-Headline items – depreciation and amortisation
—
(8)
Statutory operating profit (note 9)
32
197
The Group’s Headline revenue(1) is split by On-net, Off-net and Corporate products as this information is provided to the Group’s CODM.
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
On-net
1,071
1,243
Corporate
268
303
Off-net
9
11
Headline revenue(1)
1,348
1,557
Less Carrier
(26)
(28)
Less Off-net
(9)
(11)
Headline revenue (excluding Carrier and Off-net)(1)
1,313
1,518
(1) See note 1 for an explanation of alternative performance measures (APMs) and non-Headline items. See note 9 for a reconciliation of Statutory information to Headline information.
The Group has no material overseas operations and, as a result, a split of revenue and total assets by geographical location has not been disclosed.
Corporate revenue is further analysed as:
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Carrier
26
28
Data
167
181
Voice
75
94
Corporate revenue
268
303
Total Statutory revenue can be disaggregated as below:
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Equipment
25
82
Services
1,328
1,487
Total Statutory revenue
1,353
1,569
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
76
3. Operating profit
Operating profit is stated after charging/(crediting):
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Depreciation of property, plant and equipment (note 12)
47
47
Depreciation of right of use assets (note 12)
63
67
Amortisation of other operating intangible assets (note 11)
62
71
Amortisation of acquisition intangibles (note 11)
—
8
Expected credit loss recognised on financial assets (note 17)
12
13
Employee benefit expense (note 4)
112
117
Cost of inventories recognised as expense
33
54
Reversal of cost of inventories previously written down
(8)
—
Lease expenses under the low value exemption
5
6
Supplier rebates
(2)
(1)
Service level related disputes(1)
(3)
(13)
Gain on disposal of customer base
—
(4)
Auditor’s remuneration – audit fees
1
1
Auditor’s remuneration – non-audit fees (see page 37)
—
1
Non-Headline items (note 9)
39
(90)
(1) Included in operating profit are associated increased costs relating to these service level related disputes.
4. Employee costs
Accounting policy
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the
related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short term employee benefits are measured at the undiscounted amount of the benefits expected to be
paid in exchange for the related service. Liabilities recognised in respect of other long term employee benefits are measured at the present
value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the
reporting date. A liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of the
termination benefit and when the entity recognises any related restructuring costs.
Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling
them to the contributions.
The average monthly number of employees (including Executive Directors) was:
Eleven month
period ended
28 February
2021
Number
Year ended
31 March
2020
Number
Administration
1,498
1,531
Sales and customer management
503
583
2,001
2,114
The aggregate remuneration recognised in respect of these employees excluding non-Headline costs of £15m (2020: £26m) comprised:
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Wages and salaries
94
97
Social security costs
10
12
Pension costs (defined contribution plans)
5
5
109
114
Share-based payments (note 5)
3
3
112
117
TalkTalk Telecom Group Limited
Annual Report 2021
77
Notes to the consolidated financial statements continued
4. Employee costs continued
Compensation earned by key management personnel including non-Headline costs is analysed below. The key management personnel
comprised the Board of Directors (see the Directors’ Remuneration Report on pages 38 to 52) and the Group’s Executive Committee.
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Salaries and fees
3.3
3.6
Bonuses
—
3.3
Benefits
0.2
0.2
Pension costs
0.1
0.2
Share-based payments
4.9
0.8
Payment in lieu of notice and other exit costs
1.9
1.2
10.4
9.3
Relevant members of the Board of Directors and key management personnel have been advanced interest bearing loans to enable them to
purchase participation shares in TalkTalk Group Limited in relation to Shareholder Value Plan share schemes.
The share-based payments charge of £4.9m in the current period includes accelerated charges of £4.0m as a result of the public to private
transaction (note 5).
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
The long term incentive schemes of the Group are the Shareholder Value Plan (SVP), Discretionary Share Option Plan (DSOP), Save-As-You-Earn
(SAYE) Scheme and Share Match Plan (SMP). Where applicable, the ESOT holds shares to settle these plans, based on the latest view of vesting.
During the period ended 28 February 2021, the Directors recommended an offer from Tosca IOM Limited to acquire the entire ordinary share
capital of TalkTalk Telecom Group PLC. As a result of the transaction which completed on 12 March 2021, the Group has settled all schemes on
this date rather than the original expected vesting dates described below. This has resulted in a £9m acceleration of charges to align the
recognition of charges over the shorter vesting periods.
The dilutive effect on EPS of each scheme is presented below. This has been calculated using an average share price for the financial period
of £0.89 (2020: £1.10).
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
78
5. Share-based payments continued
Summary of share schemes
Eleven month period ended 28 February 2021
IFRS 2
charge
£m
Dilutive
effect
number
million
Options
outstanding
at the end of
the period
number
million
SVP III – participation shares(1)
1
—
—
DSOP – 2020 grant 2021
5
9
14
DSOP – 2019 grant 2020
4
9
10
DSOP – 2018 grant 2019
—
1
2
DSOP – 2017 grant 2018
—
1
1
DSOP – 2016 grant 2017
—
—
—
DSOP – 2012 grant 2013
—
—
—
SAYE
1
—
10
Share Match Plan
1
—
—
12
20
37
Year ended 31 March 2020
IFRS 2
charge
£m
Dilutive
effect
number
million
Options
outstanding
at the end of
the year
number
million
SVP III – participation shares(1)
—
—
—
DSOP – 2019 grant 2020
1
6
12
DSOP – 2018 grant 2019
—
3
3
DSOP – 2017 grant 2018
—
—
3
DSOP – 2016 grant 2017
1
1
2
DSOP – 2012 grant 2013
—
—
—
SAYE
—
1
7
Share Match Plan
1
—
—
3
11
27
(1) SVP III – participation shares denominated in hundreds.
(i) SVP
The SVP III is a growth plan and not a share option plan operating under the Value Enhancement Scheme (VES) rules previously approved by
shareholders. The SVP III scheme was awarded during the year ended 31 March 2018. The scheme enables participants to share in up to 7% of
any increase in the value of the Group over an opening market capitalisation of £1,648m based on a five business day average up to 21 June 2017.
The award is subject to the following performance condition:
• 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.
The performance condition is measured over an initial performance period from 21 June 2017 to the date of announcement of the Group’s
2020 annual results. The initial performance condition failed to meet the required criteria at this date which resulted in a total of 60% of the
options lapsing. The remaining options are measured over a performance period from 21 June 2017 to the date of announcement of the
Group’s 2021 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.
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 award using the Monte Carlo method with the total fair value of the participation shares granted
totalling £5m in SVP III.
TalkTalk Telecom Group Limited
Annual Report 2021
79
Notes to the consolidated financial statements continued
5. Share-based payments continued
Summary of share schemes continued
(i) SVP continued
A summary of the schemes is shown below:
Participation shares
SVP III – 2017 grant
Eleven month
period ended
28 February
2021
Number
Year ended
31 March
2020
Number
Outstanding at the beginning of the year
600
900
Forfeited during the year
(440)
(300)
Outstanding at the end of the period
160
600
Exercisable at the end of the period
—
—
(ii) DSOP
During the period ended 28 February 2021 the Group granted 16 million nil-priced share options (the ‘2020 grant’). These options are subject to
the following performance condition:
• at least a 7% compound annual increase (CAGR) in the market capitalisation of the Group from the below valuation over the next three years.
The options are measured as follows:
• a performance period from 24 May 2020 to 28 June 2023 vesting on announcement of the Group’s 2023 annual results. Options are forfeited
if an employee leaves the Group before the options vest, subject to the DSOP scheme rules.
During the prior year, the Group granted 13 million nil-priced share options (the ‘2019 grant’). These options are subject to the following
performance condition:
• at least a 7% compound annual increase (CAGR) in the market capitalisation of the Group from the below valuation over the next three years.
The options are measured as follows:
• a performance period from 24 May 2019 to 28 June 2022 vesting on announcement of the Group’s 2022 annual results. Options are forfeited
if an employee leaves the Group before the options vest, subject to the DSOP scheme rules.
In 2019 the Group granted five million nil-priced share options (the ‘2018 grant’). These options are subject to the following performance condition:
• 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.
The options are measured as follows:
• a performance period from 24 May 2018 to 29 June 2021 vesting on announcement of the Group’s 2021 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 2018 the Group granted twelve million nil-priced share options (the ‘2017 grant’). These options are subject to the following performance condition:
• 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.
The options are measured as follows:
• a performance period from 21 June 2017 to 21 June 2020 vesting on announcement of the Group’s 2020 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.
On the announcement of the Group’s 2020 annual results it was determined the initial 60% of options awarded under the 2017 grant failed to
meet the necessary performance conditions and subsequently lapsed on this date.
Options are forfeited if an employee leaves the Group before the options vest.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
80
5. Share-based payments continued
Summary of share schemes continued
(ii) DSOP continued
The following table summarises the number of options, weighted average exercise price (WAEP) and valuation assumptions of each grant.
2020 grant
2019 grant
2018 grant
2017 grant
2016 grant
Number of share options
outstanding
Number
million
WAEP
£
Number
million
WAEP
£
Number
million
WAEP
£
Number
million
WAEP
£
Number
million
WAEP
£
Opening balance
at 1 April 2019
—
—
—
—
4
—
5
—
6
—
Granted during the year
—
—
13
—
—
—
—
—
—
—
Exercised during the year
—
—
—
—
—
—
—
—
(2)
—
Lapsed during the year
—
—
(1)
—
(1)
—
(2)
—
(2)
—
Closing balance
at 31 March 2020
—
—
12
—
3
—
3
—
2
—
Granted during the period
16
—
—
—
—
—
—
—
—
—
Exercised during the period
—
—
—
—
—
—
—
—
(1)
—
Lapsed during the period
(2)
—
(2)
—
(1)
—
(2)
—
(1)
—
Closing balance
at 28 February 2021
14
—
10
—
2
—
1
—
—
—
Number of share options
exercisable
At 31 March 2020
—
—
—
—
—
—
—
—
—
—
At 28 February 2021
—
—
—
—
—
—
—
—
—
—
Valuation assumptions
2020 grant
2019 grant
2018 grant
2017 grant
2016 grant
Valuation method
Monte Carlo
Monte Carlo
Monte Carlo
Monte Carlo
Monte Carlo
Share price (p)
88
112
105
174
240
Exercise price (p)
nil
nil
nil
nil
nil
Expected volatility
37.01%
36.66%
38.26% and 34.78% 31.95% and 30.94%
28.75%
Expected exercise (60%/40%)
3 years
3 years
3 and 4 years
3 and 4 years
3 and 4 years
Risk free rate (3 years/4 years)
(0.015%)
0.52%
0.73% and 0.87%
0.24% and 0.39%
0.44% and 0.64%
Expected dividend yield
4.23%
2.14%
3.14%
4.73%
5.65%
Fair value of options granted (£m)
3
3
1
5
10
Weighted average remaining
contractual life
9.3 years
8.3 years
5.3 years
6.3 years
5.2 years
Expected volatility is calculated by reference to the Group’s historical returns over a period commensurate with the awards.
Part of the 2016 grant was valued using the Black Scholes model; the valuation assumptions for these are shown below:
DSOP – 2016 grant
Valuation method
Black Scholes
Share price (p)
240
Exercise price (p)
nil
Expected volatility
N/A
Expected exercise (years)
3 and 4 years
Risk free rate
N/A
Expected dividend yield
5.65%
Fair value of options granted (£m)
9
Weighted average remaining contractual life
5.6 years
TalkTalk Telecom Group Limited
Annual Report 2021
81
Notes to the consolidated financial statements continued
5. Share-based payments continued
Summary of share schemes continued
(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 between £5 and £500 per month. 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:
2020 grant
73p per share
2019 grant
94p per share
2018 grant
93p per share
2017 grant
145p per share
2016 grant
209p per share
2015 grant
307p per share
Eleven month period ended
28 February 2021
Year ended
31 March 2020
Number
million
WAEP
£
Number
million
WAEP
£
Outstanding at the beginning of the period
7
1.04
8
1.19
Granted during the period
7
0.73
2
0.94
Forfeited during the period
(4)
1.04
(3)
1.39
Outstanding at the end of the period
10
0.80
7
1.04
Exercisable at the end of the period
—
—
—
—
SAYE – 2020 grant
Valuation method
Black Scholes
Share price (p)
0.83
Exercise price (p)
0.73
Expected volatility
26%
Expected exercise (years)
3.3
Risk free rate
—
Expected dividend yield
3.00%
Fair value of options granted (£m)
1
Weighted average remaining contractual life
3.2 years
(iv) Share Match Plan
The Group’s HMRC-approved Share Match Plan (SMP) 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.
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 period ended 28 February 2021, the impact of the SMP on the Group’s results was not material.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
82
6. Net finance costs
Net finance costs are analysed as follows:
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Interest on Senior Notes, bank loans and overdrafts
27
41
Interest on lease liabilities
10
12
Amortisation of deferred facility fees
4
5
Other finance costs
2
8
Finance costs
43
66
In the prior year, the Group issued new Senior Notes and repurchased the existing Senior Notes, resulting in the write-off of deferred facility
fees of £3m. Fees of £8m were paid in relation to the issue of the new Senior Notes and are being amortised over its life.
On 3 February 2021, the Group issued additional Senior Notes of £110m which has subsequently been used to reduce the Group’s revolving credit
facility after deducting costs. Fees of £5m were paid in relation to the issue of the additional Senior Notes and are being amortised over its life.
The average interest rate in the period was 4.0% (2020: 4.8%).
7. Taxation
Accounting policy
Taxation represents current tax and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never
taxable or deductible.
The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the
reporting period.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a
future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable.
The assessment is based on the judgement of tax professionals within the Group supported by previous experience in respect of such
activities and in certain cases based on specialist independent tax advice.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the
liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or
substantively enacted at the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group
expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive
income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly
in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is
included in the accounting for the business combination.
TalkTalk Telecom Group Limited
Annual Report 2021
83
Notes to the consolidated financial statements continued
7. Taxation continued
Tax – income statement
The tax credit comprises:
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Current tax
Current year
—
—
Adjustments in respect of prior years
—
—
Total current tax credit
—
—
Deferred tax
Origination and reversal of temporary differences
3
(1)
Effect of change in tax rate
—
(13)
Adjustments in respect of prior years – deferred tax charge
(3)
(8)
Total deferred tax credit
—
(22)
Total tax credit
—
(22)
The tax charge on Headline earnings for the period ended 28 February 2021 was £4m (2020: £12m credit), representing an effective tax rate
on pre-tax profits of 14% (2020: -24%). The tax credit on Statutory earnings for the period ended 28 February 2021 was £nil (2020: £22m),
representing an effective tax rate on pre-tax (losses)/profits of 1% (2020: -17%). The reconciliation between the Statutory and Headline tax
charge is shown in note 9.
In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate will increase to 25%. As the proposal to
increase the rate to 25% had not been substantively enacted at the balance sheet date, its effects are not included in these financial statements.
However, it is likely that the overall effect of the change, had it been substantively enacted by the balance sheet date, would be to increase the
deferred tax asset by £41m.
The principal differences between the tax charge and the amount calculated by applying the standard rate of UK corporation tax of 19%
(2020: 19%) to the (loss)/profit before taxation are as follows:
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
(Loss)/profit before taxation
(11)
131
Tax at 19% (2020: 19%)
(2)
25
Items attracting no tax relief or liability(1)
5
(26)
Effect of change in tax rate
—
(13)
Adjustments in respect of prior years
(3)
(8)
Tax credit through income statement
—
(22)
(1) The year ended 31 March 2020 included a gain on the disposal of the Fibre Assets Business that is non-taxable under Substantial Shareholdings Exemption (note 13).
No tax (credit)/charge has been recognised through retained earnings and other reserves.
Tax – balance sheet
The deferred tax assets and liabilities recognised by the Group and movements thereon during the current and prior year are as follows:
Share-based
payments
£m
Temporary
differences on
capitalised
costs
£m
Tax
losses
£m
IFRS 16
£m
IFRS 9
£m
Short term
temporary
differences
£m
Total
£m
At 1 April 2020
2
37
92
1
2
1
135
Credit/(charge) to the income
statement
1
4
(4)
—
—
(1)
—
At 28 February 2021
3
41
88
1
2
—
135
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
84
7. Taxation continued
Tax – balance sheet continued
Share-based
payments
£m
Temporary
differences on
capitalised
costs
£m
Tax
losses
£m
IFRS 16
£m
IFRS 9
£m
Short term
temporary
differences
£m
Total
£m
At 1 April 2019
2
39
71
1
5
1
119
Credit/(charge) to the income
statement
—
4
21
—
(3)
—
22
Disposal of subsidiary (note 13)
—
(6)
—
—
—
—
(6)
At 31 March 2020
2
37
92
1
2
1
135
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred
tax balances (after offset) for financial reporting purposes:
28 February
2021
£m
31 March
2020
£m
Deferred tax assets
135
135
Deferred tax liabilities
—
—
Total deferred tax
135
135
At 28 February 2021, a deferred tax asset of £88m (2020: £92m) has been recognised in respect of £465m (2020: £480m) of losses, based on
expectations of recovery in the foreseeable future.
No deferred tax asset has been recognised in respect of the remaining £24m (2020: £24m) of losses 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.
A deferred tax asset as at 28 February 2021 of £1m (2020: £2m) has not been recognised in respect of Research and Development Expenditure
Credits as there is currently insufficient evidence that there will be suitable taxable profits against which this asset can be recovered.
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:
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Ordinary dividends
Final dividend for the year ended 31 March 2019 of 1.50p per ordinary share
—
17
Interim dividend for the year ended 31 March 2020 of 1.00p per ordinary share
—
11
Final dividend for the year ended 31 March 2020 of 1.50p per ordinary share
17
—
Total ordinary dividends
17
28
In light of the Public to Private Transaction no interim dividend for the period ended 28 February 2021 was declared and paid, and no final
dividend was declared. The Board of Directors will reassess the dividend policy going forwards.
TalkTalk Telecom Group Limited
Annual Report 2021
85
Notes to the consolidated financial statements continued
9. Reconciliation of Statutory information to Headline information
Headline information is provided because the Directors consider that it provides assistance in understanding the Group’s underlying
performance. Further details in relation to alternative performance measures (APMs) are contained within note 1.
Accounting policy – non-Headline items
Non-Headline items are items that based on their size, nature and/or incidence are assessed to warrant separate disclosure to provide
supplementary information to support the understanding of the underlying trading results and performance of the Group. Non-Headline
items typically comprise discontinued operations, material exited businesses, costs/profits/losses on material acquisitions/disposals/
business exits, transformational reorganisation programmes and other material exceptional events. Certain transformation and
rationalisation programmes are so fundamental they may impact a number of years. In the event that other items meet the non-Headline
criteria, which are applied consistently from year to year, they are also treated as adjusting items. Items that do not have these
characteristics are reported within Headline results.
The following table includes details of non-Headline items and reconciles Statutory information to Headline information:
Eleven month period
ended 28 February 2021
Revenue
£m
Gross
profit
£m
EBITDA (1)
£m
Depreciation,
amortisation
and results of
joint ventures
£m
Operating
profit
£m
(Loss)/profit
before
taxation
£m
Taxation
£m
(Loss)/profit for
the period
£m
Statutory results
1,353
664
210
(178)
32
(11)
—
(11)
Network
transformation(a)
—
—
9
—
9
9
(2)
7
Transformational
reorganisation
programmes(b)
—
—
7
—
7
7
(1)
6
MVNO operations(c)
(5)
(4)
(3)
—
(3)
(3)
1
(2)
Public to Private
Transaction(d)
—
—
18
—
18
18
—
18
Impairment of
contract assets(e)
—
—
8
—
8
8
(2)
6
Headline results
1,348
660
249
(178)
71
28
(4)
24
Year ended 31 March 2020
Revenue
£m
Gross
profit
£m
EBITDA (1)
£m
Depreciation,
amortisation
and results of
joint ventures
£m
Operating
profit
£m
Profit
before
taxation
£m
Taxation
£m
Profit for
the year
£m
Statutory results
1,569
802
398
(201)
197
131
22
153
Network
transformation(a)
—
—
11
—
11
11
(2)
9
Transformational
reorganisation
programmesl(b)
—
—
15
—
15
15
(3)
12
Fibre Assets
Business(f)
—
—
(109)
—
(109)
(109)
(4)
(113)
MVNO operations(c)
(12)
(8)
(7)
—
(7)
(7)
1
(6)
Amortisation of
acquisition
intangibles(g)
—
—
—
8
8
8
(2)
6
Headline results
1,557
794
308
(193)
115
49
12
61
(1) EBITDA is defined as operating profit or loss before depreciation, amortisation and share of results of joint ventures. See table below for reconciliation of EBITDA to Statutory operating profit.
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Operating profit
32
197
Share of results of joint ventures
6
8
Depreciation and amortisation
172
193
EBITDA
210
398
During the period ended 28 February 2021, cash adjusting items were an outflow of £37m (2020: inflow of £158m).
The above tables show how all APMs are reconciled to Statutory performance measures with the exception of Headline earnings per share
(note 10) and net debt (note 20).
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
86
9. Reconciliation of Statutory information to Headline information continued
(a) Network transformation
During the period ended 28 February 2021, the Group continued its significant multi-year 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 an outstanding service to our customers as a value provider in the industry. This is a
discrete project expected to be completed in the year ending 28 February 2022.
This programme has incurred costs of £9m (2020: £11m) including project management, consultancy, dual-running costs and
decommissioning costs.
A taxation credit of £2m has been recognised on these costs (2020: £2m).
(b) Transformational reorganisation programmes
Following the emergence of the Covid-19 global pandemic and the transaction with Tosca IOM Limited described in section (d) below, the
Group has continued to review its operating model resulting in costs of £7m in the financial period ended 28 February 2021. This follows on
from the multi-year transformational programme ‘One Team’, disclosed in the prior year (2020: £15m) which resulted in the Group’s head
office in London being exited and the relocation of the majority of roles to the new head office in Salford.
The costs include redundancy payments, dual-running costs, recruitment costs, retention payments and other consultancy costs.
A taxation credit of £1m has been recognised on these costs (2020: £3m).
(c) MVNO operations
Following the Group’s announcement in May 2017 to reassess the Group’s mobile strategy and exit its MVNO operations, the Group is now
progressing with its alternative mobile distribution strategy. Operating profits of £3m (2020: £7m) associated with the legacy MVNO operations
have been earned and treated as non-Headline.
Effective 1 December 2020, the Group has made a commitment to a longer term strategy to continue to provide services to the remaining
base and from this date these operations are no longer considered to meet the Group’s policy as a non-Headline item. From this date to
28 February 2021 a profit of £1m has been recognised through Headline results.
A taxation charge of £1m has been recognised on these costs (2020: £1m).
(d) Public to Private Transaction
On 17 December 2020, the Directors recommended an offer from Tosca IOM Limited to acquire the entire ordinary share capital of TalkTalk
Telecom Group PLC. The acquisition was implemented by way of a Court-approved Scheme of Arrangement. The Scheme became effective
on 12 March 2021 and as a result of the transaction the Group has incurred £9m (2020: £nil) of directly attributable costs in respect of broker
and financial advice, legal advice, consultancy services, tax and accounting advice and due diligence services. The Group has also incurred
£9m (2020: £nil) of accelerated share-based payment charges as a result of settling employee share schemes earlier than expected (note 5).
A taxation credit of £nil has been recognised on these costs (2020: £nil).
(e) Impairment of contract assets
During the period ended 28 February 2021, a material customer contract was terminated early giving rise to an impairment charge of £8m
(2020: £nil) against the deferred cost asset held in respect of that contract. The value of the deferred cost asset held in respect of that
contract has been reduced to equal the remaining amount of consideration that the entity expects to receive in exchange for the goods
or services to which the asset relates.
A taxation credit of £2m has been recognised on these costs (2020: £nil).
(f) Fibre Assets Business
In the prior year, the Group completed the planned disposal of its Fibre Assets Business resulting in a profit on disposal of £127m. See note 13
for further detail.
Following the successful completion of the disposal, a discretionary payment of £15m was made to employees to share some of the value
arising on the sale of the Fibre Asset Business. This one-off incentive was directly associated with the disposal and separate to the annual
bonus programme of the Group and therefore classified as non-Headline.
Following the completion of the sale, the operating results of the Fibre Assets Business for the year ended 31 March 2020 were classified as
non-Headline consistent with it being a material exited business. All other income statement items associated with the Fibre Assets Business
were also classified as non-Headline. The business reported an operating loss of £3m (2020: £3m).
A taxation credit of £nil has been recognised on these costs (2020: £4m).
(g) Amortisation of acquisition intangibles
An amortisation charge in respect of acquisition intangibles of £nil was incurred during the period (2020: £8m).
A taxation credit of £nil has been recognised on these costs (2020: £2m).
TalkTalk Telecom Group Limited
Annual Report 2021
87
Notes to the consolidated financial statements continued
10. (Loss)/earnings per ordinary share
(Loss)/earnings per ordinary share are shown on a Headline and Statutory basis to assist in the understanding of the performance of the Group.
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Statutory (loss)/earnings
(11)
153
Headline earnings (note 9)
24
61
Weighted average number of shares (million)
Shares in issue
1,146
1,146
Less weighted average holdings by Group ESOT
(14)
(1)
For basic EPS
1,132
1,145
Dilutive effect of share options (note 5)
20
11
For diluted EPS
1,152
1,156
Eleven month
period ended
28 February
2021
Pence
Year ended
31 March
2020
Pence
Basic (loss)/earnings per ordinary share
Statutory
(1.0)
13.4
Headline
2.1
5.3
Eleven month
period ended
28 February
2021
Pence
Year ended
31 March
2020
Pence
Diluted (loss)/earnings per ordinary share
Statutory
(1.0)
13.2
Headline
2.1
5.3
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.
Determining whether goodwill is impaired requires estimation of the value in use of the cash generating units (“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. The bulk of the Group’s shared costs and assets relating mainly to infrastructure and
central overheads are allocated across the CGUs based on the relative future cash flows generated by each and their reliance on the shared
service functions and infrastructure.
At the commencement of the year, the Group had four CGUs (2020: five), of which three (2020: four) had goodwill. These CGUs 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 for the CGUs are generated as follows:
CGU
Services provided
TalkTalk Consumer
Telecommunication services to retail customers
TalkTalk Business
Telecommunication services to B2B customers through partner or wholesale channels
TalkTalk Business Direct
Telecommunication services to B2B customers through direct channels
FibreNation
FTTP services
MVNO operations
Services as a mobile virtual network operator
In the prior year the Group completed the sale of its FibreNation CGU which comprised of the Fibre Assets Business (note 13), leaving the
Group with four CGUs from the sale transaction date.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
88
11. Goodwill and other intangible assets continued
(a) Goodwill continued
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, where a terminal value is then
included. 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.
28 February
2021
£m
31 March
2020
£m
Opening, closing cost and net book value
495
495
The goodwill acquired in business combinations is allocated at acquisition to the CGUs that are expected to benefit from that business
combination as follows:
28 February
2021
£m
31 March
2020
£m
TalkTalk Consumer
347
347
TalkTalk Business
88
88
TalkTalk Business Direct
60
60
MVNO operations
—
—
495
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 period was 1.6% (2020: 1.2%).
• Discount rate
The underlying discount rate for each CGU is based on the UK 20 year gilt rate adjusted for an equity risk premium and the systematic risk of
the CGU. The average pre-tax rate for all CGUs of 5.6% (2020: 5.3%) is used to discount the forecast pre-tax cash flows, this discount rate
incorporates the impact of the additional debt following the application of IFRS 16. 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 all CGUs due to the similarity of
risk factors.
• 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 new connections, churn, ARPU, direct costs
including acquisition costs, and changes in product mix. These key assumptions are based on the Group’s budget and three year plan, and
reflect management’s expectations based on the Group’s operational plans, customer and competitor behaviour, historical trends and other
available external information on expected trends in future market developments.
• Profitability
Forecast profitability over a three year period to February 2024 has been taken from the Group’s viability assessment. Further years have
been increased by the long term growth rate stated above and the inclusion of a terminal value.
Goodwill sensitivity analysis
Sensitivity analysis has been performed in respect of certain scenarios, including an increase in competition impacting margins, lower than
expected cost savings or the failure to deliver strategic initiatives. Management have also reflected their expectation of how Covid-19 would
impact these forecasts. The outcome of this analysis indicated that there is headroom in all CGUs. No reasonably possible changes in the key
assumptions would cause the carrying amount of the CGUs to fall below the recoverable amount.
TalkTalk Telecom Group Limited
Annual Report 2021
89
Notes to the consolidated financial statements continued
11. Goodwill and other intangible assets continued
(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 period in which it is incurred. Any research expenditure is also expensed in the period 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 all 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 the future cash flows of the CGUs and the selection of appropriate discount rates to
calculate present values.
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.
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.
Other intangible assets are analysed as follows:
Operating
intangibles
£m
Opening balance at 1 April 2020
205
Additions
46
Amortisation
(62)
Closing balance at 28 February 2021
189
Cost (gross carrying amount)
777
Accumulated amortisation
(588)
Closing balance at 28 February 2021
189
Operating
intangibles
£m
Acquisition
intangibles
£m
Total other
intangibles
£m
Opening balance at 1 April 2019
227
8
235
Additions
49
—
49
Amortisation
(71)
(8)
(79)
Closing balance at 31 March 2020
205
—
205
Cost (gross carrying amount)
731
—
731
Accumulated amortisation
(526)
—
(526)
Closing balance at 31 March 2020
205
—
205
Operating intangibles
Operating intangibles include internally generated assets with a net book value of £116m (2020: £115m), which are amortised over a period
of up to eight years. This includes additions of £27m (2020: £27m) and an amortisation charge of £26m (2020: £25m) in the period ended
28 February 2021.
Acquisition intangibles
Acquisition intangibles relate to the broadband customer bases acquired from Virgin Media and Tesco in a prior year. These customer bases
were valued from the discounted future cash flows expected from them, after a deduction for contributory assets.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
90
12. Property, plant and equipment
Accounting policy
Plant, machinery, fixtures and fittings are stated at cost less accumulated depreciation and accumulated impairment loss.
Depreciation is recognised so as to write off the cost or valuation of assets (other than assets under construction) less their residual values
over their useful lives, using the straight line method, on the following bases:
Fixtures and fittings and short leasehold improvements
10–20% per annum or lease term if shorter
Network and customer premise equipment and computer hardware
12.5–67% per annum
Right of use network equipment
14.3–20% per annum
Right of use land and buildings
3.5–100% per annum
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any
changes in estimate accounted for on a prospective basis.
Right of use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers
ownership of the underlying asset or the cost of the right of use asset reflects that the Group expects to exercise a purchase option, the
related right of use asset is depreciated over the useful life of the underlying asset.
The right of use assets are presented within the same line item as that with which the corresponding underlying assets would be presented
if they were owned.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from
the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between
the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Impairment of assets
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.
Land and
buildings
£m
Short
leasehold
improvements
£m
Network
and customer
premise
equipment and
computer
hardware
£m
Fixtures
and fittings
£m
Total
£m
Opening balance at 1 April 2020
52
2
281
4
339
Additions
1
—
112
1
114
Disposals
—
—
(8)
—
(8)
Impairment
(2)
—
—
—
(2)
Depreciation
(4)
—
(105)
(1)
(110)
Closing balance at 28 February 2021
47
2
280
4
333
Cost (gross carrying amount)
58
8
1,244
13
1,323
Accumulated depreciation and impairment charges
(11)
(6)
(964)
(9)
(990)
Closing balance at 28 February 2021
47
2
280
4
333
Included in the above table are the following right of use assets:
Land and
buildings
£m
Network
and customer
premise
equipment and
computer
hardware
£m
Total
£m
Opening balance at 1 April 2020
52
154
206
Additions
1
87
88
Disposals
—
(7)
(7)
Impairment
(2)
—
(2)
Depreciation
(4)
(59)
(63)
Closing balance at 28 February 2021
47
175
222
TalkTalk Telecom Group Limited
Annual Report 2021
91
Notes to the consolidated financial statements continued
12. Property, plant and equipment continued
Land and
buildings
£m
Short
leasehold
improvements
£m
Network
and customer
premise
equipment and
computer
hardware
£m
Fixtures
and fittings
£m
Total
£m
Opening balance at 1 April 2019
52
2
291
4
349
Additions
5
—
99
2
106
Disposals
—
—
(2)
—
(2)
Depreciation
(5)
—
(107)
(2)
(114)
Closing balance at 31 March 2020
52
2
281
4
339
Cost (gross carrying amount)
57
8
1,140
12
1,217
Accumulated depreciation and impairment charges
(5)
(6)
(859)
(8)
(878)
Closing balance at 31 March 2020
52
2
281
4
339
Right of use assets are pledged as security for corresponding lease liabilities in note 15.
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.
(a) Investments
The Parent Company has investments in the following subsidiary undertakings, which affected the profits or losses or net assets of the Group.
All entities are included in the consolidation of the Group.
Subsidiary undertakings
Country of
incorporation
or registration
Registered office
Principal activity
Percentage of
ordinary
shareholding
TalkTalk Telecom Holdings Limited(1)
England & Wales
Soapworks(2)
Holding company
100
TalkTalk Brands Limited
England & Wales
Soapworks(2)
Telecommunications
100
TalkTalk Group Ltd
England & Wales
Soapworks(2)
Holding company
100
CPW Broadband Services (UK) Ltd
England & Wales
Soapworks(2)
In liquidation
100
Future Office Communications Limited
England & Wales
Soapworks(2)
In liquidation
100
TalkTalk Broadband Services (Ireland) Limited
Ireland
39/40 Upper Mount
Street(3)
In liquidation
100
TalkTalk Business (2CCH) Limited
England & Wales
Soapworks(2)
Dormant
100
TalkTalk Communications Limited
England & Wales
Soapworks(2)
Telecommunications
100
CPW Network Services Limited
England & Wales
Soapworks(2)
Telecommunications
100
TalkTalk Corporate Limited
England & Wales
Soapworks(2)
Holding company
100
Core Telecommunications Limited
England & Wales
Soapworks(2)
Dormant
100
CPW UK Group Limited
England & Wales
Soapworks(2)
In liquidation
100
TalkTalk RB Limited (formerly Ratebuster Ltd)
England & Wales
Soapworks(2)
In liquidation
100
TalkTalk Technology Limited
England & Wales
Soapworks(2)
In liquidation
100
Telco Global Limited
England & Wales
Soapworks(2)
Dormant
100
Vartec Telecom Europe Limited
England & Wales
Soapworks(2)
Dormant
100
Video Networks Limited
England & Wales
Soapworks(2)
Dormant
100
World Online Telecom Limited
England & Wales
Soapworks(2)
Dormant
100
GIS Telecoms Limited
England & Wales
Soapworks(2)
In liquidation
100
TalkTalk Direct Limited
England & Wales
Soapworks(2)
Dormant
100
Opal Connect Limited
England & Wales
Soapworks(2)
In liquidation
100
Opal Business Solutions Limited
England & Wales
Soapworks(2)
Dormant
100
UK Telco (GB) Limited
England & Wales
Soapworks(2)
Dormant
100
TalkTalk UK Communications Services Limited
England & Wales
Soapworks(2)
In liquidation
100
Onetel Telecommunications Limited
England & Wales
Soapworks(2)
Dormant
100
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
92
Subsidiary undertakings
Country of
incorporation
or registration
Registered office
Principal activity
Percentage of
ordinary
shareholding
V Networks Limited
England & Wales
Soapworks(2)
Dormant
100
Green Dot Property Management Limited
England & Wales
Soapworks(2)
Dormant
100
Executel Ltd
England & Wales
Soapworks(2)
Dormant
100
Greystone Telecom Limited
England & Wales
Soapworks(2)
Dormant
100
Pipex Internet Limited
England & Wales
Soapworks(2)
Dormant
100
Pipex Communications Services Limited
England & Wales
Soapworks(2)
Dormant
100
Pipex UK Limited
England & Wales
Soapworks(2)
Dormant
100
TalkTalk Telecom Limited
England & Wales
Soapworks(2)
Telecommunications
100
Telco Holdings Limited
England & Wales
Soapworks(2)
Holding company
100
Telco Global Distribution Limited
England & Wales
Soapworks(2)
In liquidation
100
Tele2 Telecommunication Services Limited
Ireland
39/40 Upper Mount
Street(3)
In liquidation
100
Tiscali UK Limited
England & Wales
Soapworks(2)
Dormant
100
Toucan Residential Ireland Limited
Ireland
39/40 Upper Mount
Street(3)
In liquidation
100
TalkTalk TV Entertainment Limited
England & Wales
Soapworks(2)
Telecommunications
100
tIPicall Limited
England & Wales
Soapworks(2)
Telecommunications
100
Nottingdale Receivables Limited(4)
England & Wales
6 St Andrew Street(5)
Receivables financing
—
Adventure Telecom Limited
England & Wales
Soapworks(2)
Telecommunications
100
Treetop Telecom Limited
England & Wales
Soapworks(2)
Dormant
100
TalkTalk Business Direct Limited
England & Wales
Soapworks(2)
Telecommunications
100
(1) Directly held subsidiary.
(2) Full address: Soapworks, Ordsall Lane, Salford Quays, Manchester M5 3TT.
(3) Full address: 39/40 Upper Mount Street, Dublin 2, Ireland.
(4) Consolidated on the grounds of substance (see note 20).
(5) Full address: 5th Floor, 6 St Andrew Street, London EC4A 3AE.
Joint venture undertakings
Country of incorporation
or registration
Registered office
Principal activity
Percentage of
ordinary
shareholding
YouView TV Limited
England & Wales
10 Lower Thames Street⁽¹⁾
Telecommunications
14.3
Internet Matters Limited
England & Wales
6th Floor, One London Wall⁽2⁾ Telecommunications
25.0
(1) Full address: 10 Lower Thames Street, Third Floor, London EC3R 6YT.
(2) Full address: 6th Floor, One London Wall, London EC2Y 5EB.
13. Non-current asset investments continued
(a) Investments continued
TalkTalk Telecom Group Limited
Annual Report 2021
93
Notes to the consolidated financial statements continued
13. Non-current asset investments continued
(b) Acquisitions and disposals
(i) Acquisitions
The Group has made no acquisitions of investments during the current or prior year.
(ii) Disposals
During the prior year, the Group completed the disposal of its Fibre Assets Business for consideration of £206m.
The disposal included its wholly owned subsidiary FibreNation Limited and the Group’s controlling interest in Bolt Pro Tem Limited. The assets
and liabilities disposed of were as follows:
2020
£m
Property, plant and equipment
(16)
Intangible assets
(36)
Goodwill
(2)
Investment in joint ventures and associates
(2)
Inventories
(11)
Loans and other receivables
(6)
Bank balances and cash
(1)
Deferred tax asset
(6)
Deferred tax liability
1
Trade and other payables
7
Net assets disposed of
(72)
Consideration
206
Transaction costs
(7)
Gain on disposal (note 9)
127
Satisfied by:
Cash and cash equivalents
208
Other payables
(2)
Net consideration
206
Transaction costs comprise amounts paid to external advisers.
Further details of the impact of the disposal to the consolidated income statement are detailed in note 9.
In addition to the above, during the prior year the Group disposed of a customer base for consideration of £4m, this resulted in a gain on
disposal of £4m which has been included in Headline results. During the current period the consideration has been revised to £3m, this
resulted in a £1m loss being recognised in Headline results.
14. Investment in associates and joint ventures
Accounting policy
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.
Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint
control over those policies.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint
arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the
relevant activities require unanimous consent of the parties sharing control.
Interests in joint ventures and associates are accounted for using the equity method. The Group consolidated income statement includes
the Group’s share of the post-tax profits or losses of the joint ventures for the period.
In the Group consolidated balance sheet, the Group’s interest in joint ventures and associates 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).
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
94
14. Investment in associates and joint ventures continued
YouView TV Limited (‘YouView’)
The Group holds 14.3% (2020: 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. All seven original partners (together ‘Tier
1’ funders) contribute approximately £1m per annum to fund basic operational and technology costs of YouView and the Group, together with
BT as ‘Tier 2’ funders, contributes 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 period ended 28 February 2021 was £6m (2020: £6m).
All seven partners share overall control under this agreement, having equal share ownership and equal voting rights. The Group’s share of losses
comprises one-seventh of any Tier 1 loss and half of any Tier 2 loss. During the period ended 28 February 2021, the Group recognised a £6m
share of losses (2020: £8m).
Internet Matters Limited
The Group is a joint venture with BSkyB, BT and Virgin Media. The joint venture is a not-for-profit company set up as an industry-led body to
promote and educate parents about internet safety for children. All four partners share overall control under this agreement, having equal
ownership rights.
Both YouView and Internet Matters Limited have reporting periods which end at 31 March. When calculating the share of losses their results are
amended to align to the Group’s reporting period.
Interest in joint ventures is analysed as follows:
28 February
2021
£m
31 March
2020
£m
Opening balance at 1 April
—
2
Additions
6
6
Share of results
(6)
(8)
Closing balance at 28 February/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
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Expenses
(6)
(8)
Loss before taxation
(6)
(8)
Taxation
—
—
Loss after taxation
(6)
(8)
Group share of net assets of joint ventures
28 February
2021
£m
31 March
2020
£m
Non-current assets
—
—
Net assets
—
—
TalkTalk Telecom Group Limited
Annual Report 2021
95
Notes to the consolidated financial statements continued
15. Leases
Accounting policy
Lease liabilities are initially measured at the present value of the future lease payments discounted using the interest rate implicit in the
lease or if this cannot be readily determined using an incremental borrowing rate calculated by the Group. Lease payments include fixed
lease payments less lease incentives, variable lease payments that are dependent on an index or rate measured at the index or rate at the
commencement date of the lease, the amount expected to be payable at the end of the lease under residual value guarantees, the exercise
price of purchase options if the lessee is reasonably certain to exercise the option and payments of penalties for terminating the lease if the
lease term reflects the exercise of an option to terminate the lease. The lease liabilities are subsequently measured by increasing the value
to reflect the unwind of interest and reducing the value to reflect the lease payments made by the Group.
The Group remeasures the lease liability when either the lease term changes, the lease payments change due to a change in an index or rate
or the lease is modified and the modification does not result in a separate lease. Where a lease liability is remeasured a corresponding entry
is made to the right of use asset.
The right of use assets are valued initially at an equivalent value to the lease liability with the addition of any directly attributable costs. The
value of the right of use asset is increased and a provision is recognised for any costs to dismantle/remove an asset or restore the asset to a
condition required under the terms of the lease when the Group incurs the obligation. The assets are subsequently measured at cost less
accumulated depreciation and impairments.
The right of use assets are depreciated over the shorter of the lease term or the useful economic life of the underlying asset. Where the
Group expects to retain the asset for a period greater than the minimum non-cancellable period management estimates the period it
expects it will use the assets using a portfolio approach and reviews this annually. The right of use assets are presented as part of Property,
plant and equipment within the same line item as that with which the corresponding underlying assets would be presented if they were owned.
The Group has used the exemption for leases of low value assets resulting in an expense being recognised straight line in operating expenses.
The Group has applied this exemption to tie cables and laptops leading to an expense of £5m (2020: £6m) being recognised in operating expenses.
The Group has entered into lease agreements as a lessor with respect to property which it leases (the Group sub-leases some property). As
the Group is an intermediate lessor, it accounts for the head lease and the sub-lease as two separate contracts. The sub-lease is classified as a
finance or operating lease by reference to the right of use asset arising from the head lease. Rental income from operating leases is recognised
on a straight line basis over the term of the relevant lease. Amounts due from lessees under finance leases are recognised as receivables at the
amount of the Group’s net investment in the leases.
Right of use asset movements in the eleven month period ended 28 February 2021 are illustrated in note 12.
Lease liabilities
Lease liabilities movements in the eleven month period ended 28 February 2021 is as follows:
Land and
buildings
£m
Network
and customer
premise
equipment and
computer
hardware
£m
Total
£m
Opening balance at 1 April 2020
71
146
217
Additions
1
86
87
Repayments
(8)
(60)
(68)
Interest
3
7
10
Disposal
(5)
(8)
(13)
Closing balance at 28 February 2021
62
171
233
The Group’s outstanding liability can be further analysed as follows:
28 February
2021
£m
31 March
2020
£m
Less than 1 year
66
59
1 to 2 years
55
49
2 to 3 years
40
39
3 to 4 years
28
22
4 to 5 years
12
11
>5 years
32
37
Total lease liabilities
233
217
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
96
16. Inventories
Accounting policy
Inventories are stated at the lower of cost and net realisable value. Cost comprises purchase price of the inventory and, where applicable,
any costs that have been incurred in bringing the inventories to their present location and condition. Cost is calculated on a FIFO basis. Net
realisable value represents the estimated selling price, less all estimated costs to be incurred in marketing, selling and distribution.
A provision is made for obsolete items where appropriate, taking into account technical obsolescence and the level of technical supplier support.
The inventories consist primarily of set top boxes, power line adaptors and routers.
28 February
2021
£m
31 March
2020
£m
Goods for resale
33
25
The carrying value of inventory expected to be recovered or settled after more than twelve months at 28 February 2021 is £9m (2020: £5m).
During the period ended 28 February 2021, the Group recognised a gain within operating costs of £8m relating to the release of a stock
provision against items which are now expected to be utilised within twelve months of the balance sheet date.
17. Trade and other receivables
Trade and other receivables comprise:
28 February
2021
£m
31 March
2020
£m
Non-current – trade and other receivables
Other receivables
3
5
Current – trade and other receivables
Trade receivables – gross
86
71
Less expected credit losses
(12)
(12)
Trade receivables – net
74
59
Other receivables
57
34
Prepayments
21
22
Accrued income
15
21
Total current trade and other receivables
167
136
Total trade and other receivables
170
141
The average credit period taken on trade receivables, calculated by reference to the amount owed at the period end as a proportion of total
revenue in the year, was 16 days (2020: 16 days).
Service level related disputes
The Group’s results include the recognition of certain service level related credits from suppliers to compensate the Group where the supplier
has not operated within the contractual terms of these arrangements. The quantification of service level related credits may be subject to
regulatory guidance, legal ruling or alternative dispute resolution processes.
At 28 February 2021, a receivable of £14m (2020: £11m) existed in relation to claims where the supplier has not operated within contractual
terms, the resolution of which may give rise to an increase or decrease in the level of receivable recognised. This is without prejudice to the
Group’s legal position.
The Group’s trade receivables are denominated in the following currencies:
28 February
2021
£m
31 March
2020
£m
UK Sterling
85
68
Other
1
3
86
71
TalkTalk Telecom Group Limited
Annual Report 2021
97
Notes to the consolidated financial statements continued
17. Trade and other receivables continued
The ageing of gross trade receivables is as follows:
28 February
2021
£m
31 March
2020
£m
Not yet due
57
42
0 to 2 months
13
11
2 to 4 months
5
7
Over 4 months
11
11
86
71
The ageing of the expected credit losses of trade receivables is as follows:
28 February
2021
£m
31 March
2020
£m
Not yet due
(2)
(3)
0 to 2 months
(2)
(2)
2 to 4 months
(3)
(3)
Over 4 months
(5)
(4)
(12)
(12)
The following table details the risk profile of trade receivables:
28 February
2021
%
31 March
2020
%
Not yet due
4
7
0 to 2 months
15
18
2 to 4 months
60
43
Over 4 months
45
36
14
17
Movements in the expected credit losses of trade receivables are as follows:
28 February
2021
£m
31 March
2020
£m
Opening balance
(12)
(22)
Changes in loss allowance due to new trade and other receivables
(28)
(28)
Derecognised due to settlement
16
15
Receivables written off as irrecoverable
12
23
Closing balance
(12)
(12)
The following tables explain how significant changes in the gross carrying amount of the trade receivables contributed to changes in the loss allowance:
28 February
2021
£m
31 March
2020
£m
Settlement in full by customers that are over 4 months due
6
15
Decrease in receivables that are past 2 months due
(1)
(16)
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
98
17. Trade and other receivables continued
Trade receivables of £19m (2020: £20m) 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 expected rates of recoverability and all unprovided amounts are
considered to be recoverable. The ageing analysis of these trade receivables is as follows:
28 February
2021
£m
31 March
2020
£m
0 to 2 months
11
9
2 to 4 months
2
4
Over 4 months
6
7
19
20
18. Contract balances
Accounting policy
Contract assets and liabilities
The recognition of revenue results in the recognition of contract assets (e.g. where more revenue has been recognised upfront in relation
to hardware compared to actual cash consideration received for the hardware) and contract liabilities (e.g. where connection revenues
received from the customer upfront are deferred over the contract term). Each contract asset and liability will unwind over the related
contract term. Both contract assets and liabilities are shown separately in the consolidated financial statements. Contract assets include
some accrued income which is assessed for impairment based on lifetime expected credit losses (ECL), in accordance with IFRS 9.
Contract costs
Contract costs eligible for capitalisation as incremental costs of obtaining a contract comprise commission costs directly attributable to
obtaining contracts or pools of contracts. Contract costs are capitalised in the month of service activation if the Group expects to recover
those costs. Contract costs comprise sales commissions paid to retail partners and to sales agents which can be directly attributed to an
acquired or retained contract. In all other cases subscriber acquisition and retention costs are expensed when incurred.
Costs directly incurred in fulfilling a contract with a customer, which largely comprise the cost of connecting a customer to the Group’s
network so that the connectivity services can be provided, are recognised as an asset.
Capitalised commission and connection costs are amortised on a systematic basis that is consistent with the transfer to the customer
of the services when the related revenues are recognised. The Group has determined that average customer tenure (50–120 months
depending on product) is an appropriate period to amortise cost to obtain and fulfil a contract. This reflects the fact that incremental
commissions are typically not paid on customer renewals or extensions. Likewise, connection costs support a customer over their tenure
and are not required again because a customer renews or goes beyond their minimum contract term. These costs are accounted for on a
portfolio basis, and are reviewed for impairment, taking into account the Group’s customer lifetime value analysis.
The contract assets and liabilities from contracts with customers were as follows:
28 February
2021
£m
31 March
2020
£m
Contract assets
38
49
Contract liabilities
(21)
(24)
Net contract asset
17
25
The movement on contract assets can be explained as below:
28 February
2021
£m
31 March
2020
£m
Opening balance
49
39
Additions
35
52
Disposals
(6)
(9)
Amortisation
(47)
(49)
Contract modifications
7
16
Closing balance
38
49
TalkTalk Telecom Group Limited
Annual Report 2021
99
Notes to the consolidated financial statements continued
18. Contract balances continued
The movement on contract liabilities can be explained as below:
28 February
2021
£m
31 March
2020
£m
Opening balance
(24)
(20)
Additions
(27)
(35)
Amortisation
30
31
Closing balance
(21)
(24)
Contract assets and liabilities will largely unwind over the following three years reflecting that contracts with customers typically have a length
of between one and three years.
Revenue expected to be recognised in future periods for performance obligations that are not complete (or are partially complete) as at 28
February 2021 is £21m (2020: £24m). This relates to service contracts and equipment and will substantially be recognised as revenue within
three years.
Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period was £19m (2020: £16m).
The movement on contract costs can be explained as follows:
Costs
to obtain
£m
Costs
to fulfil
£m
Total
£m
Opening balance at 1 April 2020
140
243
383
Additions
98
78
176
Amortisation
(50)
(74)
(124)
Impairment charge
—
(8)
(8)
Closing balance at 28 February 2021
188
239
427
Costs
to obtain
£m
Costs
to fulfil
£m
Total
£m
Opening balance at 1 April 2019
80
228
308
Additions
99
92
191
Amortisation
(39)
(77)
(116)
Closing balance at 31 March 2020
140
243
383
The increase in contract costs is as a result of the Group moving to an alternative customer acquisition and marketing model with different
partners in a prior year, an increase in costs to obtain and an increase in average customer tenure meaning the costs are amortised over a
longer period.
During the period ended 28 February 2021, the Group recognised an impairment charge of £8m (2020: £nil) on contract costs following
a material customer contract being terminated (note 9).
19. Trade and other payables
Trade and other payables comprise:
28 February
2021
£m
31 March
2020
£m
Current – trade and other payables
Trade payables
249
183
Other taxes and social security costs
18
12
Other payables
14
15
Accruals
113
108
Deferred income
54
59
Total trade and other payables
448
377
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
100
19. Trade and other payables continued
The Group has agreed longer commercial credit terms of up to 300 days with certain suppliers, under which the liabilities continue to be
recognised within trade payables. Including these suppliers, the average credit period taken was 55 days (2020: 45 days). Included in trade
payables are payables relating to capital expenditure amounting to £23m (2020: £29m).
The Group offers, via its bank group, supply chain financing facilities to its suppliers. These facilities allow suppliers to obtain payment from
the sponsoring bank ahead of the commercially agreed payment terms giving a liquidity benefit to the supplier. The Group has no obligation
to provide any such facility to any of its suppliers, has no obligation to include any invoices into the arrangement, bears no cost for providing the
facility to its suppliers and only currently makes the facility available for the benefit of suppliers who choose to participate. The supplier is under
no obligation to draw down on their receivable early; however, due to the agreement between bank and supplier, any invoices loaded into the
programme become payable by the bank on the original invoice due date. The supplier will manage the timing profile of when it receives funds
directly with the sponsoring bank independently of TalkTalk; if election to receive payment early is made, it will receive funds from the sponsoring
bank less a discount agreed between the bank and the supplier. The Group continues to have the payment obligation and will pay the sponsoring
bank (invoice owner) on the original commercially agreed payment terms. Given there is no impact on Group cash flows from such arrangements
there are no concentrations of liquidity risk which could arise from losing access to this facility. At 28 February 2021, the Group recognised an
amount of £50m (2020: £40m) within trade payables, where the supplier had elected to utilise the supply chain facilities. As the liabilities are
not classified as borrowings they have not been included within net debt or any associated key performance indicators.
20. Cash and cash equivalents and borrowings
Cash and cash equivalents comprise:
28 February
2021
£m
31 March
2020
£m
Cash at bank and in hand
34
56
The effective interest rate on bank deposits and money market funds was 0.1% (2020: 0.6%).
(a) Lease liabilities comprise:
28 February
2021
£m
31 March
2020
£m
Current lease liabilities
66
59
Non-current lease liabilities
167
158
233
217
(b) Borrowings comprise:
Maturity
28 February
2021
£m
31 March
2020
£m
Non-current
£575m Senior Notes
2025
—
575
£685m Senior Notes
2025
685
—
£640m revolving credit facility
2022
—
155
£330m revolving credit facility
2024
21
—
£75m receivables purchase agreement facility
2022
67
63
Total borrowings
773
793
Net debt comprises:
28 February
2021
£m
31 March
2020
£m
Cash at bank and in hand
(34)
(56)
Lease liabilities
233
217
Borrowings
773
793
Net debt
972
954
TalkTalk Telecom Group Limited
Annual Report 2021
101
Notes to the consolidated financial statements continued
20. Cash and cash equivalents and borrowings continued
Undrawn available committed facilities are as follows:
Maturity
28 February
2021
£m
31 March
2020
£m
Undrawn available committed facilities (excluding leases)
2022, 2024, 2025
317
497
The book value and fair value of the Group’s borrowings and lease liabilities are as follows:
28 February
2021
£m
31 March
2020
£m
Less than 1 year
66
59
1 to 2 years
122
112
2 to 3 years
40
194
3 to 4 years
734
22
4 to 5 years
12
586
>5 years
32
37
Total borrowings
1,006
1,010
The fair value of borrowings is not materially different to its amortised cost.
Borrowing facilities
At 28 February 2021, the Group’s committed facilities were £1,090m (2020: £1,290m). The Group’s uncommitted facilities were £70m (2020:
£70m) giving headroom on committed facilities and uncommitted facilities of £317m (2020: £497m) and £70m (2020: £70m) respectively.
The financial covenants included in each bank facility 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 for the receivables purchase agreement facility and non-Headline
items. The Group was in compliance with its covenants throughout the current and prior year.
Where fees are paid in arranging facilities these costs are capitalised and amortised over the period of the facility. At 28 February 2021, these
costs amounted to £14m (2020: £10m).
Details of the Group’s borrowing facilities as at 28 February 2021 are set out below:
£685m Senior Notes
In February 2020, TalkTalk Telecom Group PLC issued £575m Senior Notes due 2025. 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 and pay dividends subject to compliance with a net debt to EBITDA ratio.
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 interest rate payable on the notes is 3.875% payable semi-annually. In February 2021,
additional notes of £110m were issued increasing the 2025 Senior Notes from £575m to £685m. The additional notes have been used to
reduce borrowings in the £430m RCF and cancel commitments down to £330m.
£330m revolving credit facility (RCF)
In April 2020, the Group signed a £430m RCF agreement, which matures in November 2024. The interest rate payable in respect of drawings
under this facility is at a margin over LIBOR with the actual margin dependent on the ratio of net debt to EBITDA calculated in respect of the
most recent accounting period.
In February 2021, following the £110m additional notes raised due 2025 the Group cancelled £100m of commitments against its RCF
agreement reducing the total RCF facility size from £430m to £330m, the maturity date remains as November 2024.
£75m receivables purchase agreement
In October 2020, the Group extended its receivables purchase agreement (£75m committed and £5m on an uncommitted basis) to mature
in September 2022. Under this arrangement 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 and the external debt on the grounds that substantially not all the risks and rewards of ownership have been transferred under
the programme.
Uncommitted money market facilities and bank overdrafts
These facilities are used to assist in short term cash management and bear interest at a margin over the applicable borrowing rate. In the year
ended 31 March 2020 the Group reduced the uncommitted line associated with the receivables purchase agreement from £25m to £5m.
Leases
The value of the Group’s lease arrangements at 28 February 2021 is £233m (2020: £217m). See note 15 for more details.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
102
21. 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:
28 February
2021
£m
31 March
2020
£m
Cash and cash equivalents
34
56
Contract costs
427
383
Current trade and other receivables(1)
167
136
Non-current trade and other receivables
3
5
Contract assets
38
49
Financial assets at amortised cost
669
629
Derivative financial instrument
—
1
Fair value through profit and loss
—
1
Contract liabilities
(21)
(24)
Current trade and other payables
(448)
(377)
Non-current borrowings
(773)
(793)
Financial liabilities at amortised cost
(1,242)
(1,194)
Total financial instruments
(573)
(564)
(1) Accrued income has been included within the other receivables.
(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 foreign exchange hedges. Other products, such as interest rate
swaps and 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 will keep its risk position under review in the coming year to determine whether further hedges are required, in line with its policy.
The fair value measurement is classified as Level 2 (2020: 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 28 February 2021 was £nil (2020: £1m).
(b) Embedded derivatives
No contracts with embedded derivatives have been identified and, accordingly, no such derivatives have been accounted for separately.
(c) Foreign exchange risk
The Group uses spot and forward foreign exchange trading to hedge transactional exposures, which arise mainly through the purchase of
inventory, cost of sales and operating expenses and are primarily denominated in Euro and US Dollar.
Borrowings and foreign exchange contracts are sensitive to movements in foreign exchange rates; this sensitivity can be analysed in
comparison to period-end rates. There would be no material impact of a 10% movement in the UK Sterling/Euro or UK Sterling/USD exchange
rate on either the income statement or other equity. Foreign exchange derivatives had no impact on borrowings in the current or prior year.
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. During the period, the Group used derivatives for the management of 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, with the
exception of the Senior Notes, 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 can use cash flow hedges to mitigate its interest rate risk
on its borrowings.
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 UK Sterling, being the currency in which almost all of the Group’s cash and borrowings are denominated. This annualised analysis has
been prepared on the assumption that the period-end positions prevail throughout the year, and therefore may not be representative of
fluctuations in levels of borrowings.
TalkTalk Telecom Group Limited
Annual Report 2021
103
Notes to the consolidated financial statements continued
21. Financial risk management and derivative financial instruments continued
(d) Interest rate risk continued
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
100 basis points movement in the UK Sterling interest rate
Income statement movement
1
2
(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.
The Group’s core bank debt facilities, the Senior Notes, the Group’s share capital and reserves 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 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, availability and renewal of future facilities
and 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 including interest, assuming that period-end interest rates remain constant and that borrowings are paid in full
in the year of maturity.
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
>5 years
£m
Total
£m
28 February 2021
Borrowings
(29)
(95)
(27)
(747)
—
—
(898)
Leases
(68)
(60)
(42)
(32)
(18)
(72)
(292)
Trade and other payables
(448)
—
—
—
—
—
(448)
(545)
(155)
(69)
(779)
(18)
(72)
(1,638)
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
>5 years
£m
Total
£m
31 March 2020
Borrowings
(32)
(91)
(188)
(22)
(595)
—
(928)
Leases
(62)
(52)
(41)
(24)
(15)
(80)
(274)
Trade and other payables
(377)
—
—
—
—
—
(377)
(471)
(143)
(229)
(46)
(610)
(80)
(1,579)
(f) Credit risk
The Group’s exposure to credit risk is regularly monitored against a reasonable approximation of future changes. 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 expected credit losses are made
under IFRS 9 for any receivables that are considered to be irrecoverable. Further detail of the expected credit losses recognised are disclosed
in note 17.
At 28 February 2021, the Group’s maximum exposure to credit risk arises from the carrying amount of the trade receivables as stated in the
consolidated statement of financial position.
(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 bank facilities, Senior Notes, receivables purchase facility, 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.
The Group also assesses the risk profile of its trade receivables based upon past experience and an analysis of the receivable’s current
financial position, adjusted for specific factors, general economic conditions of the industry in which the receivables operate and assessment
of both the current and the forecast direction of conditions at the reporting date. The Group has performed the calculation of ECL separately
for Consumer and Business customers and rebutted the assumption under IFRS 9 that all debts over 90 days should have a credit allowance.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
104
22. Provisions
Accounting policy
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the
Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting
date, taking into account the risks and uncertainties surrounding the obligation.
Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value
of those cash flows (when the effect of the time value of money is material).
The tables below analyse the Group’s provisions:
28 February
2021
£m
31 March
2020
£m
Current
5
10
Non-current
3
2
8
12
Property
£m
Contract
and other
£m
Total
£m
28 February 2021
Opening balance
7
5
12
Charged to income statement
1
3
4
Released to income statement
(4)
—
(4)
Utilised in the year
(1)
(3)
(4)
Closing balance
3
5
8
Property
£m
Contract
and other
£m
Total
£m
31 March 2020
Opening balance
6
32
38
Charged to income statement
4
2
6
Released to income statement
(1)
(1)
(2)
Utilised in the year
(2)
(28)
(30)
Closing balance
7
5
12
Provisions are categorised as follows:
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 four years. Dilapidation provisions are expected to be utilised as and when
properties are exited. These provisions include the costs of existing properties following the Group relocation to one main site at the
Soapworks in Salford.
Contract and other
Contract and other provisions relate to onerous contracts and contracts with unfavourable terms, and committed costs relating to the
transformational reorganisation programmes. Onerous contracts in the prior year include supplier commitments entered into prior to the
reassessment of the Group’s mobile strategy. These provisions are expected to be utilised over the next twelve months. All such provisions
are assessed by reference to the best available information at the balance sheet date.
TalkTalk Telecom Group Limited
Annual Report 2021
105
Notes to the consolidated financial statements continued
23. Share capital
28 February
2021
million
31 March
2020
million
28 February
2021
£m
31 March
2020
£m
Authorised, issued and fully paid
Ordinary shares of 0.1p each
1,146
1,146
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.
24. 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 period, 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 Carphone Warehouse
Group PLC on demerger.
Retained earnings
Retained earnings are made up of accumulated reserves.
Other reserve – Group ESOT
The Group ESOT held 23 million shares at 28 February 2021 (2020: nil) in the Company for the benefit of employees. The Group ESOT has
waived its rights to receive dividends and none of its shares have been allocated to specific schemes. At the period-end the shares had a
market value of £22m (2020: £nil).
25. Analysis of changes in net debt
Opening
£m
Net
cash flow
£m
Non-cash
movements
£m
Closing
£m
28 February 2021
Borrowings
(793)
16
4
(773)
Lease liabilities
(217)
68
(84)
(233)
Total borrowings
(1,010)
84
(80)
(1,006)
Cash and cash equivalents
56
(22)
—
34
Net debt
(954)
62
(80)
(972)
Opening
£m
Net
cash flow
£m
Non-cash
movements
£m
Closing
£m
31 March 2020
Borrowings
(809)
13
3
(793)
Lease liabilities
(218)
69
(68)
(217)
Total borrowings
(1,027)
82
(65)
(1,010)
Cash and cash equivalents
67
(11)
—
56
Net debt
(960)
71
(65)
(954)
For the period ended 28 February 2021, non-cash movements relate to the £4m (2020: £3m) deferral of facility fees on borrowings, partially
offset by the amortisation of such costs, and non-cash movements related to leases entered totalling £74m (2020: £56m) and an interest
expense of £10m (2020: £12m).
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
106
26. 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. The Group has also entered into agreements to provide funding to its joint ventures. As at 28 February 2021, expenditure
contracted but not provided for in these financial statements amounted to £61m (2020: £79m). Of this amount, £nil (2020: £22m) related to
supply for core network, IT and customer equipment, £55m (2020: £51m) related to capital commitments and £6m (2020: £6m) to fund its
joint ventures. Of the capital commitments £11m (2020: £44m) related to intangible assets.
27. 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, is set out in the Directors’ Remuneration Report on pages 38 to 52. The remuneration of all key management
personnel, which includes Directors, is disclosed in note 4.
The freehold interest of certain properties leased to the Group is owned by a company of which the Executive Chairman is a controlling owner,
one such lease was entered into during the period. The terms of these leases are considered to be at market rates by reference to rental
charges offered on other similar properties.
28. Post-balance sheet events
On 15 March 2021 TalkTalk was officially de-listed from the London Stock Exchange, following the acquisition of the Company by Tosca IOM
Limited, pursuant to a Scheme of Arrangement that became effective on 12 March 2021. As a consequence of the transaction the Group
re-registered from a public company called TalkTalk Telecom Group PLC to a private company called TalkTalk Telecom Group Limited. For more
information see the case study on the transaction on pages 22 and 23.
TalkTalk Telecom Group Limited
Annual Report 2021
107
Company balance sheet
Company number: 07105891
As at 28 February 2021
Notes
28 February
2021
£m
31 March
2020
(restated) (2)
£m
Non-current assets
Investments in subsidiaries and joint ventures
4
1,211
1,202
Trade and other receivables
394
379
1,605
1,581
Current assets
Cash and cash equivalents
7
12
35
Trade and other receivables
5
173
212
Derivative financial instruments
—
1
185
248
Total assets
1,790
1,829
Current liabilities
Trade and other payables
6
(22)
(25)
Non-current liabilities
Borrowings
7
(706)
(730)
Total liabilities
(728)
(755)
Net assets
1,062
1,074
Equity
Share capital
9
1
1
Share premium
10
684
684
Retained earnings and other reserves(1)
10
377
389
Total equity
1,062
1,074
(1) The Company’s loss for the period was £5m (2020: £14m).
(2) See note 13 for further details on the restatement of receivables between current assets and non-current assets.
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 24 May 2021. They were signed on its behalf by:
Tristia Harrison
Phil Eayres
Chief Executive Officer Chief Financial Officer
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
108
Company cash flow statement
For the eleven month period ended 28 February 2021
Notes
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Operating activities
Operating loss
(3)
(14)
Share-based payments
2
—
Waiver of intercompany loan
(6)
—
Impairment loss
4
6
6
Operating cash flows before movements in working capital
(1)
(8)
Decrease in trade and other receivables
52
137
Increase/(decrease) in trade and other payables
1
(22)
Cash flows generated from operating activities
52
107
Net cash flows generated from operating activities
52
107
Financing activities
Repayments of borrowings
(740)
(590)
Drawdown of borrowings
720
575
Interest paid
(31)
(41)
Other finance costs
(7)
(17)
Dividends paid
3
(17)
(28)
Cash flows used in financing activities
(75)
(101)
Net (decrease)/increase in cash and cash equivalents
(23)
6
Cash and cash equivalents at the start of the year
35
29
Cash and cash equivalents at the end of the year
12
35
The accompanying notes are an integral part of this Company cash flow statement.
TalkTalk Telecom Group Limited
Annual Report 2021
109
Company statement of changes in equity
For the eleven month period ended 28 February 2021
Notes
Share
capital
£m
Share
premium
£m
Retained
earnings
and other
reserves
£m
Total
equity
£m
At 1 April 2019
1
684
428
1,113
Loss for the year
—
—
(14)
(14)
Total comprehensive expense
—
—
(14)
(14)
Transactions with the owners of the Company
Share-based payments reserve credit
—
—
3
3
Equity dividends
3
—
—
(28)
(28)
Total transactions with the owners of the Company
—
—
(25)
(25)
At 31 March 2020
1
684
389
1,074
Loss for the year
—
—
(5)
(5)
Total comprehensive expense
—
—
(5)
(5)
Transactions with the owners of the Company
Share-based payments reserve credit
—
—
10
10
Equity dividends
3
—
—
(17)
(17)
Total transactions with the owners of the Company
—
—
(7)
(7)
At 28 February 2021
1
684
377
1,062
The accompanying notes are an integral part of this Company statement of changes in equity.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
110
Notes to the Company financial statements
1. Accounting policies and basis of preparation
Basis of preparation
The separate 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 in note 1 to the Group consolidated financial statements.
During the period, the financial year end of the Company was changed from 31 March to 28 February. Accordingly, the 2021 financial statements
are prepared for the eleven month period ended 28 February 2021 compared to the twelve month period ended 31 March for the 2020 comparatives.
As a result, the comparative figures stated in the statement of changes in equity, cash flow statement and the related notes are not comparable.
Accounting policies
The Company’s accounting policies are in line with the Group’s accounting policies as set out in note 1 to the consolidated financial statements.
Where an accounting policy is generally applicable to a specific note, the policy is described within that note.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to exercise judgement in applying the Company’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.
Key sources of estimation uncertainty
Asset impairment review
Where there are indicators of impairment, an impairment test is performed on the relevant investment. The recoverable amount of
investments is determined to be the higher of fair value less costs of disposal, and value in use. Value in use is calculated from cash flow
projections based on internal forecasts and then beyond using estimated long term growth rates. Key estimates with regard to the value in use
calculations include the projections of future performance, discount rates and future growth rates. Fair value is determined by reference to the
Company’s share price value on the London Stock Exchange. Key estimates of future economic benefits made in relation to investments may
differ from the benefits that ultimately arise and materially affect the recoverable value of the investments. No reasonably possible changes in
the key assumptions would cause the carrying amount of the investments to fall below the recoverable amount.
IFRS 9
In accordance with IFRS 9, management has reviewed all financial assets held at amortised cost, including amounts owed by Group
undertakings, to assess whether any expected credit losses should be recognised taking into account future expected cash flows of other
Group undertakings.
The principal items in the financial statements involving critical accounting judgements
There are no significant judgements made in relation to the preparation of the financial statements.
2. Loss for the period
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 loss of £5m for the period ended 28 February 2021 (2020: £14m).
The auditor’s remuneration for audit and other services is disclosed in the Corporate Governance Report on page 37.
Detailed disclosures of the Directors’ remuneration and share-based payments are given in the audited section of the Directors’ Remuneration
Report on pages 38 to 52 and should be regarded as an integral part of this note.
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 year in which they
are approved by the Company’s shareholders. Interim dividends are recognised in the year in which they are paid.
2021
£m
2020
£m
Ordinary dividends
Final dividend for the year ended 31 March 2019 of 1.50p per ordinary share
—
17
Interim dividend for the year ended 31 March 2020 of 1.00p per ordinary share
—
11
Final dividend for the year ended 31 March 2020 of 1.50p per ordinary share
17
—
Total ordinary dividends
17
28
The Group ESOT has waived its rights to receive dividends in the current and prior year and this is reflected in the analysis above.
TalkTalk Telecom Group Limited
Annual Report 2021
111
Notes to the Company financial statements continued
4. Investments
Accounting policy
Investments in subsidiaries and joint ventures 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.
2021
£m
2020
£m
Subsidiaries
1,188
1,179
Joint ventures
23
23
1,211
1,202
2021
£m
2020
£m
Opening net book value
1,202
1,199
Additions
15
9
Impairment
(6)
(6)
Closing net book value
1,211
1,202
Joint ventures
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 to the consolidated financial statements.
Additions
The additions in the period comprise:
• £9m relating to share-based payment schemes issued by the Company (2020: £3m); and
• £6m relating to the YouView joint venture (2020: £6m), settled by intercompany.
Impairment
The impairment in the period comprises:
• £6m relating to the YouView joint venture (2020: £6m) to align with its recoverable amount of £23m (2020: £23m) based on its fair value less
cost to sell following additional investment during the period. The fair value measurement used has been categorised as Level 3 within the fair
value hierarchy. The valuation is based on the costs and time required to recreate an equivalent asset. Key valuation assumptions include
consideration of the decay in technology over time, the opportunity cost of deploying resources to recreating the asset and cost inflation.
More detail on the Group’s impairment assessment policy can be found in note 11 to the consolidated financial statements.
5. Trade and other receivables
2021
£m
2020
restated (1)
£m
Non-current – trade and other receivables
Amounts owed by Group undertakings
394
379
Current – trade and other receivables
Amounts owed by Group undertakings
173
212
567
591
(1) See note 13 for further details on the restatement of receivables between current assets and non-current assets.
Amounts owed by Group undertakings comprise amounts due from the following entities:
2021
£m
2020
£m
TalkTalk Brands Limited
394
379
TalkTalk Communications Limited
147
209
TalkTalk Group ESOT
19
—
TalkTalk Group Limited
7
3
567
591
Amounts owed by Group undertakings arise on the provision of funding to subsidiary undertakings. Movements in amounts receivable are
driven by costs borne by the Company settled by other Group undertakings, cash balances generated by the Group’s pooling arrangements
with subsidiary undertakings and interest charged on amounts receivable.
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
112
5. Trade and other receivables continued
No interest is charged on intercompany trading balances generated by TalkTalk’s accounts payable function and bank sweeping arrangements,
these balances are repayable on demand. Interest charged on certain intercompany loan balances is calculated at the Group’s borrowing cost
plus a margin. All balances disclosed are held at amortised cost.
During the period ended 28 February 2021, an impairment loss made against amounts owed from the Group ESOT of £2m was reversed in full,
giving rise to a credit to the Company income statement of £2m.
6. Trade and other payables
2021
£m
2020
£m
Amounts owed to Group undertakings
20
19
Accruals and deferred income
2
6
22
25
Amounts owed by Group undertakings comprise amounts due from the following entities:
2021
£m
2020
£m
TalkTalk Telecom Limited
20
13
Tele2 Telecommunications Ireland Limited
—
2
Toucan Residential Ireland Limited
—
4
20
19
Amounts owed to Group undertakings arise in respect of cash balances generated by the Group’s pooling arrangements with subsidiary undertakings.
No interest is charged on intercompany trading balances generated by TalkTalk’s accounts payable function and bank sweeping arrangements,
these balances are repayable on demand. Interest charged on certain intercompany loan balances is calculated at the Group’s borrowing cost
plus a margin. All balances disclosed are held at amortised cost.
During the period ended 28 February 2021, Tele2 Telecommunications Ireland Limited and Toucan Residential Ireland entered liquidation and
amounts owed to these entities were waived in full, giving rise to a credit to the Company income statement of £6m.
7. Cash and cash equivalents and borrowings
(a) Cash and cash equivalents comprise:
2021
£m
2020
£m
Cash at bank and in hand
12
35
The effective interest rate on bank deposits and money market funds was 0.1% (2020: 0.6%).
(b) Borrowings comprise:
2021
£m
2020
£m
Non-current
Loans
706
730
The movement in borrowings is the same as described in note 25 to the consolidated financial statements with the exception of the £4m cash
outflow relating to the Group’s £75m receivables purchase agreement facility (note 20 to the consolidated financial statements).
The table below analyses the Company’s financial liabilities into relevant maturity groupings. The amounts disclosed in the table are the
contractual undiscounted gross cash flows including interest, assuming that period-end interest rates remain constant and that borrowings are
paid in full in the year of maturity.
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
Total
£m
2021
Borrowings
(28)
(27)
(27)
(747)
—
(829)
Trade and other payables
(22)
—
—
—
—
(22)
(50)
(27)
(27)
(747)
—
(851)
TalkTalk Telecom Group Limited
Annual Report 2021
113
Notes to the Company financial statements continued
7. Cash and cash equivalents and borrowings continued
(b) Borrowings comprise: continued
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
Total
£m
2020
Borrowings
(31)
(28)
(188)
(22)
(595)
(864)
Trade and other payables
(25)
—
—
—
—
(25)
(56)
(28)
(188)
(22)
(595)
(889)
The details of the loans are disclosed within note 20 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:
2021
£m
2020
£m
Cash and cash equivalents
12
35
Non-current trade and other receivables(1)
394
379
Current trade and other receivables(1)
173
212
Financial assets at amortised cost
579
626
Derivative financial instruments
—
1
Fair value through profit and loss
—
1
Trade and other payables
(22)
(25)
Non-current borrowings
(706)
(730)
Financial liabilities at amortised cost
(728)
(755)
Total financial instruments
(149)
(128)
(1) Prepayments and accrued income have been included within the other receivables.
The details of the Company’s risk management activities are disclosed within note 21 to the consolidated financial statements and should be
regarded as an integral part of these financial statements.
9. Share capital
2021
million
2020
million
2019
million
2021
£m
2020
£m
2019
£m
Allotted, called up and fully paid
Ordinary shares of 0.1p each
1,146
1,146
1,146
1
1
1
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.
Retained earnings
Retained earnings are made up of accumulated reserves.
Retained earnings are considered to be distributable reserves.
Other reserve – Group ESOT
The Group ESOT held 23 million shares at 28 February 2021 (2020: nil) in the Company for the benefit of employees. The Group ESOT has
waived its rights to receive dividends and none of its shares have been allocated to specific schemes. At the period-end the shares had a
market value of £22m (2020: £nil).
FINANCIAL STATEMENTS
TalkTalk Telecom Group Limited
Annual Report 2021
114
11. Audit exemption
The Company is entitled to exemption from audit for its subsidiaries under Section 479A of the Companies Act 2006 for the period ended 28
February 2021.
The Directors have applied this exemption for the following subsidiaries:
Company name
Company number
TalkTalk TV Entertainment Limited
05829251
tIPicall Limited
03216399
Adventure Telecom Limited
10796978
CPW Network Services Limited
05408812
TalkTalk Brands Limited
05840856
TalkTalk Corporate Limited
06755322
Telco Holdings Limited
04219971
TalkTalk Business Direct Limited
11347230
TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC) will guarantee all outstanding liabilities that these subsidiaries are
subject to as at the period ended 28 February 2021 in accordance with Section 479C of the Act, as amended by the Companies and Limited
Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012.
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.
12. Related party transactions
The remuneration of the Directors, is set out in the Directors’ Remuneration Report on pages 38 to 52. The remuneration of all key management
personnel, which includes Directors, is disclosed in note 4 to the consolidated financial statements.
The freehold interest of certain properties leased to the Group is owned by a company of which the Executive Chairman is a controlling owner,
one such lease was entered into during the period. The terms of these leases are considered to be at market rates by reference to rental
charges offered on other similar properties.
13. Prior year restatement
Following review, it was identified that amounts owed by group undertakings of £394m (2020: £379m) had previously been presented within
current assets, but should have been presented in non-current assets. Although amounts were repayable on demand, there was no expectation
that they would be repaid within twelve months and therefore did not meet the criteria to be classified as current assets. The prior period
Company financial statements have been restated to show these balances within non-current assets.
Notes
28 February
2021
£m
31 March
2020
(restated)
£m
31 March
2019
(restated)
£m
Non-current assets
Investments in subsidiaries and joint ventures
4
1,211
1,202
1,199
Trade and other receivables
394
379
376
1,605
1,581
1,575
Current assets
Cash and cash equivalents
7
12
35
29
Trade and other receivables
5
173
212
300
Derivative financial instruments
—
1
—
185
248
329
Total assets
1,790
1,829
1,904
Current liabilities
Trade and other payables
6
(22)
(25)
(43)
Non-current liabilities
Borrowings
7
(706)
(730)
(748)
Total liabilities
(728)
(755)
(791)
Net assets
1,062
1,074
1,113
TalkTalk Telecom Group Limited
Annual Report 2021
115
Five year record (unaudited)
Eleven month
period ended
28 February
2021
£m
Year ended
31 March
2020
£m
Year ended
31 March
2019 (1)
£m
Year ended
31 March
2018 (1)
£m
Year ended
31 March
2017 (1),(2)
£m
Headline results
Revenue
1,348
1,557
1,609
1,605
1,720
Profit/(loss) for the period attributable to the owners of the Company
24
61
69
(7)
154
Net assets
Non-current assets
1,582
1,562
1,359
1,294
1,126
Net current liabilities excluding provisions
(263)
(193)
(181)
(226)
(79)
Non-current liabilities excluding provisions
(940)
(951)
(843)
(729)
(871)
Provisions
(8)
(12)
(47)
(59)
(36)
Net assets
371
406
288
280
140
Headline earnings/(loss) per share
Basic (p)
2.1
5.3
6.0
(0.7)
16.2
Diluted (p)
2.1
5.3
6.0
(0.7)
16.1
Statutory (loss)/earnings per share
Basic (p)
(1.0)
13.4
2.8
(10.3)
6.1
Diluted (p)
(1.0)
13.2
2.8
(10.1)
6.0
(1) The years ended 31 March 2017, 31 March 2018 and 31 March 2019 are not restated for the impact of IFRS 16 ‘Leases’.
(2) The year ended 31 March 2017 is not restated for the impact of IFRS 15 ‘Revenue Recognition’ and IFRS 9 ‘Financial Instruments’.
Headline earnings represent the Group’s income statement stated before non-Headline items.
OTHER INFORMATION
TalkTalk Telecom Group Limited
Annual Report 2021
116
Alternative performance measures
Alternative performance measures (APMs) are the way that financial performance is measured by management and reported to the Board,
and the basis of financial measures for senior management’s compensation schemes, and provide supplementary information that assists
the user in understanding the underlying trading results.
APM
Closest equivalent
IFRS measure
Adjustments to reconcile to IFRS measure
Note reference for
reconciliation
Definition and purpose
Income statement measure
Headline revenue
(excluding Carrier
and Off-net)
Statutory
revenue
Excludes non-Headline items.
In addition, also excludes Carrier
and Off-net revenues.
Note 2 to the
consolidated
financial
statements.
Represents revenue excluding non-Headline
revenue and low margin/volatile Carrier
revenue and non-core Off-net revenue.
The purpose of this APM is to allow the
user to understand the Group’s underlying
revenue performance on a comparable basis.
Earnings before
interest, tax,
depreciation and
amortisation
(EBITDA)
Operating
profit or loss
Operating profit or loss, before
depreciation and amortisation,
share of joint ventures, net finance
costs and taxation.
Note 9 to the
consolidated
financial
statements.
Represents operating profit before
depreciation, amortisation and share
of results of joint ventures.
Headline EBITDA
Operating
profit or loss
Operating profit or loss before
non-Headline items, depreciation and
amortisation, share of joint ventures,
net finance costs and taxation.
Note 9 to the
consolidated
financial
statements.
Represents operating profit before non-
Headline items, depreciation, amortisation
and share of results of joint ventures.
The purpose of this APM is to allow the user to
understand the Group’s underlying financial
performance measured by management and
reported to the Board. In addition, it is a
financial measure for senior management’s
compensation schemes.
Headline basic EPS
Basic EPS
Basic EPS excluding
non-Headline items.
Note 10 to the
consolidated
financial
statements.
Represents basic EPS excluding
non‑Headline items and provides
supplementary information that assists
the user in understanding the underlying
trading results.
Balance sheet measure
Net debt
Total borrowings after derivatives offset by cash
and cash equivalents.
Note 20 to the
consolidated
financial
statements.
Represents total borrowings
after derivatives offset by cash and
cash equivalents. It is a useful measure
of the progress in generating cash and
strengthening of the Group balance sheet
position and is a measure widely used
by various stakeholders.
TalkTalk Telecom Group Limited
Annual Report 2021
117
Glossary
ADSL
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
APM
Alternative performance measure
ARPU
Average revenue per user on a monthly basis
CAGR
Compound annual growth rate
CGU
Cash generating unit
CSAT
Customer satisfaction
Churn
A measure of the number of subscribers moving out of a product or service over a specific period of time
The Company
TalkTalk Telecom Group Limited (formerly TalkTalk Telecom Group PLC)
Companies Act
Companies Act 2006
CPW
The Carphone Warehouse Group plc, its subsidiary companies, joint ventures and investments
Demerger
The demerger of The Carphone Warehouse Group plc into TalkTalk Telecom Group PLC and Carphone
Warehouse Group plc effective on 26 March 2010
DSOP
Discretionary Share Option Plan
EBITDA
Earnings before interest, taxation, depreciation and amortisation
ECL
Expected credit loss
EFM
Ethernet in the first mile
EPS
Earnings per share
Ethernet
Ethernet is a protocol that controls data transmission over a communications network often referred to as a
family of frame-based computers
FLPP
Fixed low price plan
FRC
Financial Reporting Council
FTTC
Fibre to the Cabinet
FTTP
Fibre to the Premises
Gbps
Gigabits per second
GEA
Generic Ethernet access
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 and 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
IP
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
LLU
Local loop unbundling
Mbits/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
MVNO
Mobile virtual network operator
Net debt
Borrowings net of cash held on deposit at financial institutions
NGN
Next generation network
NPS
Net Promoter Score
On-net
The Group’s unbundled network
OTHER INFORMATION
TalkTalk Telecom Group Limited
Annual Report 2021
118
Operating free cash flow
Cash generated from operations before exceptional items, interest, taxation, dividend payments and
investments
Operating profit
Profit before finance costs and taxation
Public to Private
Transaction
Acquisition of TalkTalk by Tosca IOM Limited, pursuant to a Scheme of Arrangement that became effective
on 12 March 2021
Quad play
A customer that takes voice, broadband, TV and MVNO services from the Group
RCF
Revolving credit facility
RGU
Revenue Generating Unit
SAC
Subscriber Acquisition Cost
SVP
Shareholder Value Plan
Triple play
A customer that takes voice, broadband and TV services from the Group
TSR
Total shareholder return
UK Corporate Governance
Code
UK Corporate Governance Code published by the FRC in July 2018
VES
Value Enhancement Scheme
WAEP
Weighted average exercise price
TalkTalk Telecom Group Limited
Annual Report 2021
119
Registered office
Soapworks
Ordsall Lane
Salford Quays
Manchester
M5 3TT
Advisers
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
OTHER INFORMATION
TalkTalk Telecom Group Limited
Annual Report 2021
120