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VISTRY GROUP PLC
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ANNUAL REPORT AND ACCOUNTS 2023
ANNUAL REPORT
AND ACCOUNTS 2023
VISTRY GROUP PLC
Vistry Group PLC
2023 HIGHLIGHTS
Adjusted measures
In addition to the IFRS (reported) measures disclosed throughout the Annual Report, the Group uses certain non-IFRS
alternative performance (adjusted) measures to assess the operational performance of the Group. Definitions of the
adjusted measures and the reconciliations to the reported measures are detailed on pages 30 to 33.
In 2023, the Group successfully integrated Countryside, implemented a strategy to focus
exclusively on its resilient Partnerships model and delivered a robust performance relative
to the wider sector.
Adjusted Revenue
£4,042.1m
(2022: £3,115.1m)
Adjusted
operating profit
£487.9m
(2022: £451.1m)
Adjusted profit
before tax
£419.1m
(2022: £418.4m)
Adjusted basic
earnings per share
88.2p
(2022: 137.5p)
Revenue
£3,564.2m
(2022: £2,771.3m)
Operating
profit
£311.8m
(2022: £212.5m)
Profit
before tax
£304.8m
(2022: £247.5m)
Basic earnings
per share
64.6p
(2022: 86.5p)
Completions
16,118
(2022: 11,951)
Owned and
controlled plots
76,434
(2022: 77,763)
HBF customer
satisfaction score
5-star
(2022: 5-star)
Return on capital
employed (ROCE)
21.3%
(2022: 25.0%)
REPORTING
We hope you enjoy reading this Annual Report
and Accounts. To make it easier for you to use and
to find more information where applicable, please
look out for the following reference, case study and
QR codes as set out below.
OUR PURPOSE
Our purpose as a responsible
developer is to work in partnership
to deliver sustainable homes,
communities and social value,
leaving a lasting legacy of places
people love.
Annual Report and Accounts 2023
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CONTENTS
2023 HIGHLIGHTS
STRATEGIC REPORT
Our Group at a glance 2
Chair’s statement 4
Chief Executive’s review 6
Market environment 12
Our strategy and business model 18
Financial review 24
Providing clarity to the users of the Annual Report 30
S172(1) statement 34
Sustainability report 35
TCFD report 51
Non-financial and sustainability
information statement
58
Risk management 60
Our principal risks 62
Viability and going concern statements 68
GOVERNANCE REPORT
Chair's governance letter to shareholders 71
Governance at a glance 74
Corporate governance statement and
code application
75
Board of Directors 76
Board leadership and Company purpose 78
Our stakeholders and engagement 88
Division of responsibilities 92
Composition, succession and evaluation 93
Nomination Committee report 96
Audit Committee report 100
Remuneration Committee report 110
Directors' remuneration report 115
Remuneration Policy 132
Directors' report 139
Directors' responsibilities statement 143
FINANCIAL STATEMENTS
Independent auditor's report 146
Group Statement of profit or loss and other
comprehensive income
158
Group and Company Statement of financial position 159
Group Statement of changes in equity 160
Company Statement of changes in equity 161
Group and Company Statement of cash flows 162
Notes to the financial statements 163
OTHER INFORMATION
Five-year record 211
Shareholder information 212
Glossary 213
Inside
cover
Spyway Orchard, Langton Matravers
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Page number reference
See pages 18 to 21
Website page:
vistrygroup.co.uk/strategy.
REFERENCE ICONS
For further information about our strategy:
See pages 18 to 21.
For further information about our strategy:
vistrygroup.co.uk/strategy.
Case studies are referenced
throughout this document
with this icon.
CASE STUDY
OUR GROUP AT A GLANCE
In September 2023, the Group updated its strategy to fully focus its operations on its
industry leading Partnerships business. Good progress was made in transitioning the
Group in the second half of 2023 and Vistry now operates solely as a Partnerships
business, focused on being a responsible developer, increasing the supply of
affordable housing across the country and delivering its medium-term targets.
ATTRACTIVE
FINANCIAL RETURNS
• The Group’s unique business model gives
a high level of earnings visibility and
increased resilience to the cyclicality of the
housing market.
• Vistry is targeting sector-leading ROCE of 40%
in the medium term and the distribution of
£1bn capital to its shareholders.
LEADING MARKET POSITION
• Vistry has an unrivalled track record and scale
in the partnerships market built on industry
leading relationships across the sector.
• Our people and our partners are key to
our success and underpin the delivery of
our strategy.
• Vistry is led by a highly committed management
team with extensive expertise, capability and
track record.
• The Group delivers outstanding customer service
through its three leading customer brands:
Bovis Homes, Linden Homes and Countryside
Homes.
• The Group has an extensive timber frame
capability supporting Future Homes Standard
requirements and securing the Group’s
supply chain.
RESPONSIBLE DEVELOPER
• Vistry is a responsible developer with a strong
social purpose.
• We operate a capital light Partnerships model
and are committed to delivering quality new
homes across all tenures.
• We focus on creating sustainable new
communities leaving a lasting legacy of places
people love.
• We see an acute need for affordable mixed
tenure housing and regeneration across
the country.
• Vistry is uniquely placed to deliver on this
market opportunity and is pursuing an
exciting, high growth strategy.
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Vistry Group PLC
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Doing the right thing is at the core of Vistry’s ethos as we endeavour to
do the right thing for our partners, our customers, our people and our
shareholders across all aspects of our operations.
As One Vistry we live our shared values of Integrity, Caring and Quality,
instilling them into all aspects of our day to day activities.
OUR ETHOS AND VALUES
Vistry’s ambition and strategy is strongly aligned with the
needs and expectations of our partners. The strength
of our partnerships is built upon shared objectives and
values, transparency, trust and delivery. The Group’s key
development partners include Homes England, Registered
Providers – both not for profit and for profit, Local
Authorities and the Private Rented Sector. We also see our
highly valued supply chain as key business partners and
work with them to deliver positive outcomes for all.
HOMES
ENGLAND
REGISTERED
PROVIDERS
PRIVATE
RENTED
SECTOR
PROVIDERS
LOCAL
AUTHORITIES
VISTRY
GROUP
EVERY DEVELOPMENT IS MADE
IN PARTNERSHIP
OUR PARTNERSHIPS MODEL
Social rent, affordable
rent, shared
ownership, private
rented sector
Registered Providers,
Local Authorities,
Private Rented Sector
Private buyer
Private sale
High quality
Open Market Housing
High quality affordable
mixed tenure housing
OPEN
MARKET
c. 35% of total
Group completions
PARTNER
FUNDED
c. 65% of total
Group completions
Annual Report and Accounts 2023
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During a year of significant change, the capability and
commitment of the Group’s leadership team has been
paramount. Under the Group’s new strategy, the Executive
Leadership Team (ELT) has been reshaped, and is characterised
by unrivalled industry experience.
The Group delivered a robust financial performance in 2023,
highlighting the resilience of the Group’s unique Partnerships
model, as levels of demand for new houses in the Open Market
remained suppressed.
PEOPLE AND PARTNERS
Our excellent people and valued partners are critical to the
success of Vistry Group. On behalf of the Board, I would like to
thank them all for another year of hard work and commitment,
and for their part in driving Vistry forwards.
SUSTAINABILITY
Vistry is a responsible developer with a strong social purpose.
Working in partnerships, the Group is committed to delivering
sustainable new homes and communities where people
love to live across the country. The Group’s Sustainability
Committee was formed in 2023 with its objective to make
recommendations to the ELT and to enable effective
implementation of the Group’s sustainability strategy and
delivery against the Group’s sustainability targets.
Key highlights from the year included the opening of four
new Vistry Plus Skills Academies, focused on delivering training
in construction, addressing the national skills shortage, and
supporting future employment in the local community, and
the wider delivery of £86m of social and local economic
value across the 70 projects utilising our social value portal
in the year.
CAPITAL ALLOCATION
The Group undertook extensive consultation with its
shareholders on capital allocation between March and
September 2023 and announced its updated capital allocation
policy with its Half Year results.
The Group’s strategy and focus on its capital light Partnerships
model is expected to result in a significant release of capital, as
assets from the former Housebuilding division are redeployed
into Partnerships and the Group fully transitions to its
Partnerships model across all developments.
Maintaining a strong balance sheet is a key priority, and
the Group is targeting a year end net cash position as at
31 December 2024, and the elimination of average net debt
in the medium term.
The Board believes that investing in our Partnerships business
to deliver sustainable growth in line with our medium-term
targets is the most attractive use of capital, with the business
continuing to invest in high quality development opportunities
which replenish the Partnerships land bank and deliver on this.
The Group recognises the importance of capital distributions to
shareholders and intends to sustain the pursuit of a two times
adjusted earnings ordinary distribution cover in respect of a
full financial year. The ordinary distributions are to be made
either through share buybacks or dividends with the method to
be determined by the Board considering all relevant factors at
the time.
CHAIR'S STATEMENT
"It has been another year of
progress at Vistry, with the Group
consolidating its position as the
country’s leading provider of
Partnership housing."
RALPH FINDLAY OBE
Chair
OVERVIEW
Following completion of the Combination with Countryside
Partnerships PLC (the Combination) in November 2022, the
integration moved at pace, taking a collaborative approach
focused on building on the best from each business. I
am pleased to report that the businesses came together
extremely well, with an excellent cultural and business fit.
In September 2023, following the Board’s annual review
of the Group’s strategy, the Group announced its intention
to fully focus its operations on its capital light, high return
Partnerships model. As an enlarged Partnerships business
following the Combination, the scale of the need for
affordable, mixed tenure housing across the country had
become even more evident. It was clear that Vistry held a
unique market position within the partnerships maket and
had the capability to significantly step up its supply of
affordable, mixed tenure housing.
As part of this strategic move, the Group’s former
Housebuilding business has been merged into the Group’s
Partnerships business.
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Vistry Group PLC
The Board announced an initial ordinary share buyback
programme of £55m in September. This programme
commenced on 11 December 2023 and was completed on
23 February 2024 with a total of 5.8m shares acquired at
an average price per share of 955p. This buyback was an
ordinary distribution to shareholders in lieu of an interim
dividend payment.
In line with the Group’s capital allocation policy the
Board is announcing a further ordinary share buyback
programme of £100m which is expected to commence
in April. This buyback is an ordinary distribution to
shareholders and will be in lieu of a final dividend payment.
Any surplus capital following investment in the business to
support the Partnership’s growth strategy and the ordinary
distribution is expected to be returned to the Group’s
shareholders through either an incremental share buyback
or a special dividend, with the method being determined
by the Board considering all relevant factors at the time.
The Board will evaluate additional special distributions
throughout the year.
The Group is targeting £1bn of capital distribution to its
shareholders over the next three years, including ordinary
distributions from earnings through to and including FY26,
and special distributions.
BOARD AND COMMITTEE CHANGES
2023 has seen a period of transition and evolution for the
Group’s Board. It was announced on 12 January 2024 that
after nine years of service I shall step down as Chair with
effect from the conclusion of the forthcoming AGM.
During the year, the Nomination Committee undertook a
Chair succession planning process which concluded that
Greg Fitzgerald shall succeed me as Executive Chair
and CEO. Greg will ensure consistency and maintain
momentum in the execution of the Group’s strategy and
delivery of the medium-term targets announced in 2023.
The Board has commenced a search for an experienced
Senior Independent Director who will provide additional
oversight on governance matters and serve as an alternative
point of communication for investors and the other
Non-Executive Directors.
There were a number of other Board changes during the year.
In March 2023, Jeff Ubben was appointed as a Non-Executive
Director and Nigel Keen stepped down as an Independent
Non-Executive Director. In May 2023, Helen Owers and
Paul Whetsell were both appointed as Independent Non-
Executive Directors with Paul also appointed as Chair of the
Remuneration Committee. At this time, Ashley Steel and
Katherine Innes Ker both stepped down as Independent
Non-Executive Directors. In January 2024, Jeff Ubben stepped
down as a Non-Executive Director and Usman Nabi was
appointed to the Board as a representative of one of the
Group’s largest shareholders, Browning West. Chris Browne has
also confirmed that she will not seek re-election as a Non-
Executive Director from the close of the 2024 AGM following
her more than nine years of service. The Board is seeking to
recruit up to two additional, high calibre Independent
Non-Executive Directors of the Company, taking into account
the evolving need for skills and the importance of diversity.
I would like to thank all the Directors, including those
who left the Board in 2023, for their contributions during
a period of transformation of the Company.
LOOKING AHEAD
The Group starts 2024 in a strong position and is focused on
delivering tangible progress against its medium-term targets
in the year. The Group holds a unique position within the UK’s
evolving housing market, and with its strong leadership, is
ambitious about its role in delivering much needed affordable
housing to the country.
RALPH FINDLAY OBE
Chair
14 March 2024
Annual Report and Accounts 2023
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
August Fields, Southampton
"In 2023, Vistry established its
position as the country’s leading
Partnership business. The Group
successfully integrated Countryside
Partnerships, and in September
updated its strategy to fully focus
on its high growth, capital light
Partnerships model."
GREG FITZGERALD
Chief Executive Officer
CHIEF EXECUTIVE'S REVIEW
It has been another busy year at Vistry as we have
implemented change and navigated market challenges, and
I am very grateful to all of Vistry’s employees and our partners
for their hard work and commitment.
In 2023, Vistry established its position as the country’s leading
Partnerships business. The Group successfully integrated
Countryside Partnerships, and in September updated
its strategy to fully focus on its high growth, capital light
Partnerships model. We have made significant progress since
then, with the organisational changes implemented, and
the transition of the former Housebuilding land bank
progressing well.
Our purpose as a responsible developer is to work in
partnership to deliver sustainable homes, communities, and
social value, leaving a lasting legacy of places people love.
We see high demand for mixed tenure housing and
regeneration across the country and are uniquely placed
to deliver on this market opportunity, helping address the
country’s significant need for affordable housing.
Our Partnerships model is positioned to deliver sustained
growth and market resilience through the cycle. The model
provides visibility of future revenue and enables us to deliver
new homes at greater scale and pace. We work in partnership
on each of our developments, with a target of c. 65% of the
total homes across our portfolio of developments presold to
our partners – our Partner Funded sales. The further c. 35%
of new homes are sold in the Open Market to private buyers,
resulting in a significantly lower proportion of private sales at
Vistry than in a traditional housebuilder model.
We have an excellent track record of working with Registered
Providers (RPs), Local Authorities (LAs) and the Private
Rented Sector (PRS) and this is reflected in our established
and trusted relationships across the sector. We work closely
with Homes England, and grant funding from the Affordable
Housing Programme is a key part of our business model.
Delivering high quality homes and excellent customer service
remains paramount and later this month we expect to be
awarded a 5-star HBF Customer Satisfaction rating for the
fifth consecutive year.
We are pleased to report our highest ever number of Pride
in the Job quality awards at 40 (2022: 29), with a further 15
Seals of Excellence. In addition, our site teams have been
awarded nine Premier Guarantee and seven LABC Bricks Site
Recognition awards during 2023.
The Group has a clear set of medium-term financial targets.
Our Partnerships business is a high growth, capital light
model and the delivery of a 40% return on capital employed
is a key priority. During the year we also confirmed our capital
allocation policy and our target to distribute £1bn of capital
to our shareholders over the next three years.
2023 REVIEW
The resilience of our Partnerships model was clearly
demonstrated in 2023. The Group delivered a total of
16,118 new homes, down only 5.4% on prior year proforma,
outperforming the wider peer group. Excluding the former
Housebuilding business, the Partnerships business delivered
year on year growth in revenue against proforma 2022, and
maintained a ROCE of c. 40%.
The transition to a fully Partnerships business made
significant progress, and 67% (10,722) of the total homes
delivered were Partner Funded with 33% (5,396), Open
Market sales. In the year, the Group’s sales rate averaged 0.96
(2022: 0.71) sales per week per site, with the sales rate for
our differentiated Partnerships business higher than that for
traditional housebuilding.
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Vistry Group PLC
We saw good levels of demand throughout the year for
Partner Funded sales. Demand from RPs for additional
affordable homes beyond Section 106 (S106) sales
remained robust, with For Profit Registered Providers
(FPRPs), a smaller but high growth sub-sector of this
market, demonstrating particularly strong demand.
Demand from PRS was more constrained during the year
reflecting the sector’s greater sensitivity to the higher
interest rate environment. We were pleased to see a step-
up in demand from PRS in Q4 2023 which has continued
into 2024.
We were pleased to announce a significant new agreement
with PRS provider, Leaf Living and RP, Sage Homes in
November for the sale of over 2,800 homes with a total
gross development value of c. £800m. The units, which
were formerly part of the Group’s Housebuilding land bank,
are located across c. 70 developments, with delivery by the
end of 2025.
During the year, the Group secured an additional £87m
of affordable housing grant funding under our Strategic
Partnership with Homes England taking the Group’s
total grant funding under the current Affordable Homes
Programme, running to 2026, to £170m. The use of grant
funding plays an important part in supporting many of
our Partner Funded development opportunities,
particularly when accessing the growing for profit
registered provider sector.
Open Market demand from private buyers remained
suppressed during 2023 with our private sales rate
significantly below prior years. This reflected higher
mortgage borrowing costs, inflationary cost pressures
on household income and wider macroeconomic and
political uncertainty. The Group used incentives of up to
c. 5% of the Open Market sales price to support demand
during the year.
The Group’s total average selling price in 2023 was
£276k (2022 proforma: £289k), with our Partner Funded
average selling price at £222k (2022 proforma: £194k)
and Open Market average selling price at £390k (2022
proforma: £381k).
The Home Stepper shared equity product, which we have
offered in partnership with Sage Homes since July 2023,
has been successful in helping Open Market buyers with
lower incomes and smaller deposits afford their own home.
Since launch, we have taken over 450 reservations using
the Home Stepper product.
Group adjusted revenue increased by 30% to £4,042.1m
(2022: £3,115.1m) reflecting a full year of results for the
enlarged Group. On a proforma basis, adjusted revenue
decreased by 9%. On a reported basis, the Group delivered
revenue of £3,564.2m (2022: £2,771.3m).
EXECUTIVE LEADERSHIP TEAM (ELT)
The Group operates through its Board of Directors with
day-to-day management and operation delegated to the
Chief Executive Officer (CEO) and the ELT. The CEO leads,
and is a member of, the ELT.
ELT biographies are available at www.vistrygroup.co.uk/
about-us/leadership/executive-leadership-team.
Annual Report and Accounts 2023
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1. EARL SIBLEY
Chief Operating Officer
3. CLARE BATES
General Counsel &
Group Company Secretary
5. STEPHEN TEAGLE
Chief Executive – Partnerships
2. TIM LAWLOR
Chief Financial Officer
4. MICHAEL STIRROP
Chief Commercial Officer
6. MIKE WOOLLISCROFT
Group Business Improvement
Director & London Divisional Chair
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Against a backdrop of inflationary cost pressures, we
continue to take a very proactive approach to managing
our cost base. The Group procures c. 90% of its construction
materials centrally and benefits from its scale and its
growth strategy. In addition, given our high level of
visibility on forward sales and build programme under our
Partnerships model, we are able to offer greater continuity,
certainty and longevity of work to our supply chain which
helps us to negotiate competitive terms. In the year, the
Group offset inflationary build cost increases post the
cost benefit of synergies from the combination with
Countryside (the Combination). The Group renegotiated
its supply contracts in the second half of the year and
expects continued benefit from these throughout 2024.
During 2023, the Group achieved synergy savings
from the Combination of c. £50m, ahead of the £25m
targeted for 2023 at the time of the acquisition, as the
integration progressed at a faster pace than expected.
Our expectations for future annualised savings as a
result of the Combination remain unchanged at c. £60m.
In addition, we expect to deliver c. £15m of cost savings
in 2024 from our simplified operating structure under our
new fully Partnerships strategy, with the full run rate of
c. £25m to be achieved by the end of 2024.
Group adjusted profit before tax was in line with prior
year at £419.1m (2022: £418.4m), with adjusted earnings
per share of 88.2p (2022: 137.5p) down 36% on prior year.
On a reported basis, the Group delivered profit before tax
of £304.8m (2022: £247.5m) and earnings per share of
64.6p (2022: 86.5p). This was after exceptional expenses
of £65.6m (2022: £153.8m) comprising £46.3m relating to
integration and restructuring costs, and a further £19.3m in
relation to fire safety provisions.
The Group had a net debt position as at 31 December 2023
of £88.8m (31 December 2022: net cash £118.2m). This was
a significant reduction from the Group’s net debt position
as at 30 June 2023 of £328.7m. The Group is committed to
maintaining a strong balance sheet and is targeting a year
end net cash position as at 31 December 2024 and the
elimination of average net debt in the medium term.
The Group delivered a return on capital employed in the
year of 21.3% (2022: 25.0%) down on prior year reflecting
increased capital employed and lower volumes in the
legacy Housebuilding business as a result of tougher
market conditions. Delivering a 40% ROCE is a key priority
for the Group. We are targeting a reduction in capital
employed during 2024 whilst growing the business, and
are confident of achieving our 40% ROCE target in the
medium term.
FIRE SAFETY AND REQUIREMENT FOR
SECOND STAIRCASE
Vistry Group is committed to playing its part in delivering
a lasting industry solution to fire safety and on 13 March
2023, signed the Department for Levelling Up, Housing and
Communities’ Developer Remediation Contract.
The Group’s fire safety provision as at 31 December 2023
totalled £289.0m and we remain confident this will
cover the cost of fire safety works in accordance with the
Group’s obligations. We continue to make good progress
with the remediation works which are managed by our
dedicated team.
In addition, the Group has been contributing approximately
4% of relevant profits through the Residential Property
Developer Tax (RPDT) since its introduction on 1 April 2022,
with a total of c. £20.2m paid to date. RPDT is intended to
raise at least £2bn from the industry over a ten-year period
to fund the cost of remediating fire safety issues which have
been borne by the government.
8
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Vistry Group PLC
Radclyffe Green, Chadderton, Greater Manchester
CHIEF EXECUTIVE'S REVIEW
continued
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Stoneleigh View Sales Centre
In 2023 we have recognised a further expense of £19.3m,
principally due to the additional requirements for second
staircases in high-rise residential schemes. This represents
additional costs to be incurred on sites we are committed
to build and to reduce the value of some inventory on the
impacted sites.
COMPETITION AND MARKETS AUTHORITY
(CMA) HOUSEBUILDING MARKET STUDY
We welcome many of the findings in the CMA’s final
market study report published on 26 February 2024
and believe Vistry’s differentiated Partnerships model
is well aligned with its recommendations in respect of
planning and management companies. We also agree with
recommendations that would continue to drive quality
through the sector and operate under the consumer
code and have registered under the New Homes
Ombudsman Scheme.
Vistry has participated positively in this year-long market
study and will continue to engage proactively with the CMA
on its further investigation and ongoing work with the sector.
VISTRY WORKS
The Group has made significant progress with its timber
frame operations and capability during the year. Increasing
the use of timber frame construction is a key part of our
operational and sustainability strategy. There is clear
environmental benefit to using timber frame over traditional
brick and block construction methods, with the embodied
carbon associated with the timber frame construction of a
typical low-rise house over a 60-year life shown to be
30% lower than that from a traditionally constructed
equivalent house.
We were pleased to re-open and deliver more than 300
units last year from our Vistry Works, East Midlands timber
frame manufacturing plant following the completion of a
strategic review. Combined with our factories in Warrington
and Leicester, the Group currently has the capacity to
deliver c. 8,000 units from its operations. As planned, in
2023 we delivered 2,500 timber frame units and we expect
this to step up to over 4,000 units in 2024, as we increase
production towards capacity and beyond.
We are manufacturing open panel and hybrid panel
timber frames for Vistry business units across the country
and our product includes standard house types for our
affordable housing range and all three of our brands:
Bovis Homes, Linden Homes and Countryside Homes.
We have also introduced roof trusses and floor cassettes
to our production lines, with full integration of production
of this line being effective from H2 2024 onwards.
We are committed to a programme of training and
development in 2024 and further implementation of
enhanced systems to ensure we drive efficiency and
deliver the highest standard product.
VISTRY INNOVATION CENTRE
We were delighted to open the Vistry Innovation Centre on
1 February this year at Vistry Works, East Midlands. Using our
most plotted Vistry house type, the Eveleigh, the Innovation
Centre showcases innovative solutions for Future Homes
Standard and beyond, working with 18 different trades and
54 suppliers. Featuring over 100 different products, the
technology includes Modern Methods of Construction,
multiple different heating solutions, smart technology and
sustainable building materials.
Annual Report and Accounts 2023
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9
SUSTAINABILITY
Sustainability is at the core of our business model
and in the year, we have made good progress with our
sustainability strategy. I am delighted to be a member
of our new Sustainability Committee where I am joined
by colleagues from across the business to debate and
drive forward our sustainability agenda. The Committee is
chaired by the Group’s COO, Earl Sibley.
Following the Combination, we carried out a double
materiality assessment which involved engagement with
340 of our stakeholders including our partners, our supply
chain and our shareholders. This process identified the
sustainability issues most important to our Group and
helped design our revised sustainability strategy for the
enlarged Group.
During the year, we launched our Carbon Action Plan
which is focused on measure, reduce, report and provides
a consistent approach to emissions reduction across our
regional businesses. We reset our science-based targets,
including setting our commitment to achieve net zero
carbon by 2040.
Our partners place great importance on developing
sustainable communities as they look to future proof their
housing stock and offer the best solutions available to the
local communities and their customers today. On a number
of developments, we are working ahead of standards,
including the delivery of 600 zero carbon (in-use) homes on
current projects. This provides Vistry with valuable learning
opportunities and best prepares us for forthcoming
regulatory changes.
BOARD UPDATE
The Board is making good progress with its search for
an experienced Senior Independent Director and up to
two additional, high calibre Independent Non-Executive
Directors of the Company, and will update on these
appointments in due course.
CURRENT TRADING AND OUTLOOK
We are encouraged by the increase in the Group’s sales rate
since the start of the year to 0.72 (FY23: 0.61) sales per week
per site. The Group is on track to deliver a strong growth
in completions in 2024, targeting in excess of 17,500 units,
underpinned by its forward sales position totalling £4.6bn,
of which £2.1bn is for delivery in 2024.
We have seen a notable pick-up in demand from PRS
providers in recent months, and the easing of mortgage
rates at the start of the year has had a positive impact on
Open Market demand. We are optimistic that this trend will
continue during 2024.
We continue our transition to a capital light Partnerships
model and are targeting the release of capital through a
series of initiatives. We remain confident of driving towards
our 40% ROCE target in the medium term.
GREG FITZGERALD
Chief Executive Officer
14 March 2024
CHIEF EXECUTIVE'S REVIEW
continued
Dracan Village, Burton-on-Trent
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Vistry Group PLC
OUR PEOPLE
Investment in the development and training of our
people to ensure a committed, motivated, and
engaged workforce.
PEOPLE
We make Vistry
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
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11
MARKET ENVIRONMENT
We are a leading player in the UK housebuilding industry which is impacted by a number of
economic, social and regulatory trends. In response, we are continuing to evolve the Group to
ensure we are best positioned to deliver sustainable value for all stakeholders.
TRENDS AND DEVELOPMENTS OUR RESPONSE
DEMAND FOR NEW HOMES CONTINUES TO OUTSTRIP SUPPLY
• There continues to be a shortage of new homes in the UK with
an estimated need for c.340,000 new homes p.a. in England.
In recent years delivery has continued to fall short of this need
(2022: 178,020 new homes, 2021: 174,930 new homes), which
has increased the cumulative level of unmet demand. Within
this there is a chronic shortage of affordable housing and
professionally managed private rental.
• Demand for affordable housing in the UK continues to outstrip
supply, with research
1
highlighting that 145,000 new affordable
homes are required each year, with just over 63,000 delivered in
the 12 months to 30 March 2023
2
.
• There were 1.21m households on local authority social housing
lettings waiting lists in England in March 2022
3
, an increase of
2% from 1.19m in the prior year.
• Recent research shows an increase of 800,000 to one million
additional Private Rented Sector (PRS) households across the
country by 2031. The PRS sector has, by and large, stopped growing
across England in recent history, with overall supply remaining
static since 2016, with a material reduction of portal listings
for private rented properties as successive tax changes have
adversely impacted landlords.
• Vistry is one of the country’s largest housing providers,
delivering 16,118 new homes in 2023.
• With our strategic update in September 2023 and
the Group’s focus wholly on our Partnership model,
we are uniquely positioned to increase the supply of
affordable mixed tenure housing, including PRS, across
the country.
• We have an unrivalled track record of successfully
working in partnership with registered providers, local
authorities and PRS providers to determine and deliver
the right development solutions for their communities.
• Vistry Group was selected by Homes England as a
strategic partner for the delivery of affordable housing
through its Affordable Homes Programme. We are
the only listed housebuilder to be included in this
programme and were pleased to have been awarded
an additional £20m of affordable housing grant
funding in H2 23, taking our total funding to £170m.
THE ECONOMIC ENVIRONMENT
• Historically, the strength of the UK residential property market
has been linked to that of the UK economy, which in turn is
influenced by both European and global macroeconomic
conditions. As a result, the market is cyclical.
• The high inflationary environment and sharp increase in
borrowing costs over the past 18 to 24 months has impacted
household incomes and savings and as a result affordability,
demand for private housing and private house prices.
• The falling rate of inflation and an easing of mortgage borrowing
rates at the end of 2023 are encouraging and we are optimistic
this will stimulate private demand for housing in 2024.
• With committed housing programmes and grant funding,
demand for affordable housing from Registered Providers
and Local Authorities is more resilient during periods of
economic downturn.
• Our updated strategy focused wholly on our
Partnerships model of mixed tenure delivery provides
significant resilience to the cyclical housing market.
• We target c. 65% of our homes p.a. to be pre-sold,
mitigating a significant amount of risk inherent within
the macroeconomic environment. The revenue on
these pre-sold units is secured at start of the project
and recognised monthly as the build progress
takes place.
• The remaining c. 35% of homes p.a. is delivered
through Open Market sales to private individuals,
and whilst this revenue stream is more susceptible
to economic risk, the associated profit margins
are higher.
1
Bramley, G. (2019). Housing supply requirements across Great Britain for low-income households and homeless people: Research for Crisis and the
National Housing Federation; Main Technical Report. Heriot-Watt University.
2
National statistics – Affordable housing supply in England: 2022 to 2023 – 30 November 2023.
3
National statistics - Social housing lettings in England tenants: April 2021 to March 2022 – 18 January 2024.
12
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Vistry Group PLC
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
The regeneration of this estate will provide 2,615 high
quality new homes, a community centre, commercial
space and significantly enhanced public realm over the
next 12 years.
Vistry’s strong focus and track record on placement
and engagement with the local community, and its
commitment to delivering social value betterment
were key to its success in winning the competitive
tender process. Vistry is proud to now deliver c. 1 in
every 15 new homes in London and the Group’s strong
reputation of delivery and its established relationship
with MTVH were also key to securing this excellent
development opportunity.
The new homes are of mixed tenure including affordable
rent, shared ownership, private rent and open market, with
57% of the 2,615 homes pre sold.
The partnership is at the forefront of sustainable
development with an energy strategy to decarbonise the
estate from gas to electricity. This is an industry leading
initiative and one of the first apartment led developments
of this scale to do this in the UK.
CGIs of Clapham Park Estate
Clapham Park Estate is a highly collaborative joint venture between Countryside
Partnerships and Metropolitan Thames Valley Housing ('MTVH') which was
established in June 2022.
CLAPHAM PARK ESTATE, LONDON
2,615
HIGH QUALITY
NEW HOMES
57%
PRE SOLD
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
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13
TRENDS AND DEVELOPMENTS OUR RESPONSE
POLITICAL ENVIRONMENT
• With a general election required by 28 January 2025, there is a
level of uncertainty around the future Housing Policy.
• It is anticipated that housing will be for a key component of
each political party’s election manifesto.
• We welcome housing policy being at the top of
the political agenda in the coming months and
are optimistic that this will lead to an increased
supply of new housing, and a greater opportunity
for home ownership.
• As a Group, we have established and positive
relations with all political parties and as one of the
country’s largest housebuilders and leading providers
of affordable homes, we will work with Government
to secure the increase in delivery of much needed
new homes across all tenures.
THE PLANNING SYSTEM
• Before we can start any development work, we must obtain
planning permission and discharge conditions. Securing timely
planning permission on an economically viable basis is key to
our value creation process.
• Planning delays are common, reflecting continued capacity
issues within local planning authorities and continued political
uncertainty. Preparation or publication of new local plans has
significantly reduced over the last year with submitted plans
delayed or withdrawn.
• In addition, the Levelling Up and Regeneration Act (LURA), will
introduce significant reforms to the existing planning regime,
however much of the detail is still to be confirmed or will need
to be set out in secondary legislation.
• As well as changes proposed via the LURA, an update to the
National Planning Policy Framework (NPPF) was published in
December 2023, with further changes expected in due course.
• We have healthy consented and strategic land banks
and only purchase new land that meets our specific
land buying criteria.
• We work with Government departments and other key
stakeholders to help shape planning reform. We have
concerns that the amendments to the NPPF will create
further delays and discretion around local housing
targets and reduce the number of homes councils
plan to deliver. We continue to engage with the HBF
and other organisations, including the Land, Planning
and Development Federation, The Housing Forum
and Royal Town Planning Institute, to try to speed up
the planning process. Moreover, we are working pro-
actively with the Future Homes Hub to ensure that the
industry is ready to adapt to change and deliver strong
sustainability outcomes, including biodiversity net gain.
• We are well placed to continue to support the
Government’s aspiration to maximise brownfield
redevelopment and regeneration. We continue to
promote our wider sustainability strategy recognising
that the range of benefits that development can
bring to a community will be increasingly important
to secure local support for proposals. We have a
strong track record of on and off-site infrastructure
delivery to ensure that new homes are supported by
the right level of infrastructure and contribute to the
communities in which they are located.
MARKET ENVIRONMENT
continued
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Vistry Group PLC
Annual Report and Accounts 2023
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Vistry has an established track record of working in partnership with Torus,
and we were pleased that Peel Hall represents our first joint venture.
The mixed tenure scheme is 50% presold and will deliver 595 much needed
affordable homes to the local community. The 162 acre development will also
include a community centre, new sports pitches and an extra care facility.
Vistry secured the opportunity in January 2023 following a competitive open
market bid process.
Peel Hall is a joint venture between Vistry and Torus Housing, a leading provider of
affordable housing which will deliver 1,200 quality new homes in Warrington.
PEEL HALL, WARRINGTON
1,200
HIGH QUALITY
NEW HOMES
50%
PRE SOLD
Indicative visuals of Peel Hall
MARKET ENVIRONMENT
continued
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Vistry Group PLC
TRENDS AND DEVELOPMENTS OUR RESPONSE
INCREASED MATERIAL AND LABOUR COSTS
• High levels of inflation and ongoing heightened levels of certain
input costs including energy costs, resulted in upward pressure
on material costs during 2023. As overall build rates reduced
across the housebuilding sector during the year, cost pressures
reduced, with the reported rate of build cost inflation falling
significantly by Q4 2023.
• Skills shortages continue to constrain the overall supply of
labour. Wage inflation saw upward pressure on labour costs as
we came in to 2023. With output across the sector reducing,
labour cost pressure reduced during the year.
• Our suppliers are key stakeholders in our business
and through our established centralised procurement
team, we proactively work with them to best manage
our supply chain needs. Regular dialogue allows both
parties to understand expectations and plan ahead.
• The high level of visibility on forward sales, build
programmes and revenues in our Partnerships model,
allows us to offer greater security and continuity
of work to our suppliers and subcontractor base.
This is valued by our supply chain partners and a
competitive advantage for Vistry.
• During the second half of 2023 we proactively
reached out to our supply chain partners to
renegotiate all of our supplier contracts, which
resulted in reductions across our labour and material
input costs.
• Within our Partnerships model we have fixed
revenue agreements. To manage our risk in the
pre-procurement phase we pass an element of cost
risk to our subcontractors, including a sensible level
of cost contingency and / or fixed price allowances
to cover some level of inflation.
• To address labour and skills shortages we invest in a
range of initiatives including apprenticeships, trainee
programmes and our Vistry Skills Academies.
FAST CHANGING REGULATORY ENVIRONMENT AND FUTURE
HOMES STANDARD
Government regulation continues to be an ever-greater factor in
driving decision making. New regulations include:
• The Building Safety Act and the establishment of a New Homes
Ombudsman with statutory powers to award compensation and
fix poor building work. This will raise quality standards while the
introduction of building safety and materials regulators in the
wake of the Grenfell Tower disaster will enhance safety across
the industry.
• The Future Homes Standard, effective from 2025 (exact
timing TBC at the time of writing), requires new homes to
achieve c.80% lower CO2 emissions than current standards
through low carbon heating systems and improved levels of
energy efficiency.
• The New Homes Quality Code (NHQC) introduces a broad range
of additional requirements for developers. Its aim is to fill the
gaps in current protections and ensure that every aspect of
a new home purchase, from when a customer walks into a
sales office, through to two years after occupation of the home,
is covered.
• Regulatory issues are also affecting land availability, including
challenges created by nutrient neutrality and the interpretation
of the Habitat Regulations. Biodiversity net gain is mandated
by the Environment Act 2021 and will be a requirement in all
planning applications by February 2024.
• We deliver high quality sustainable homes and high
levels of customer satisfaction as measured by the
NHBC and HBF. The ‘Vistry Customer Journey’ and
Countryside's 'gateway' embed procedures and
checks to ensure that we continue to deliver high
quality homes. We are continuing to enhance Keys,
our customer relationship management system, and
we provide training across the Group on an ongoing
basis, to ensure we continue to deliver excellent
customer service.
• Sustainability is core to our purpose and we are
well underway with delivering our clear roadmap
to deliver net zero carbon homes. We welcome the
Government’s consultation for the Future Homes
Standard and are preparing our response. This is a
key milestone on our roadmap. We are applying the
knowledge and experience gained from live schemes
already meeting the Future Homes Standard to help
us achieve our stretching carbon reduction targets
and prepare for regulatory change.
• We have introduced biodiversity action plans on all
new development sites and we are committed to
meeting the 10% biodiversity net gain requirements
introduced by the Environment Act. Our strategic
land portfolio provides a real opportunity to deliver
this requirement as a key component of high
quality placemaking.
Vistry Group’s first development with Goram Homes, Bristol City Council’s housing
company to deliver much needed affordable housing to the area.
ONE LOCKLEAZE, BRISTOL
268
HIGH QUALITY
NEW HOMES
55%
PRESOLD
Vistry was delighted to secure this opportunity to deliver
268 new homes to the Bristol area in joint venture with
Goram Homes, of which more than half are affordable
housing including shared ownership. Situated on a former
school site, this regeneration project is located on
land allocated for residential development in the Bristol
Local Plan. The development is the first in a pipeline of
more than 3,000 high quality, sustainable homes that
Goram Homes will build for Bristol Council in the coming
decade to meet the need for affordable housing across
the city.
Central to the development is a community park which
will create a wildlife corridor from neighbouring Stoke Park
through to Concorde Way. Designed with different habitat
types, dedicated wildlife areas, planted water drainage
features and a range of play facilities, it is packed with
wildlife features that recently earned the scheme a Building
with Nature Full award.
A Vistry Skills Academy was opened at the site in May 2023,
and to date over 250 students have attended courses at it.
The development team has also worked closely with Bristol
City Council’s Children’s Services team to design a small
number of homes at One Lockleaze for children in care.
These specially designed homes will allow carers to
provide dedicated support to young people in a homely
environment, and ensure children can stay close to their
friends, school, and wider support network.
Annual Report and Accounts 2023
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
OUR STRATEGY AND BUSINESS MODEL
Our unique Partnerships model and ambitious
strategy is focused on creating long-term value for
all our stakeholders
OUR PURPOSE
Our purpose as a responsible developer is to work in
partnership to deliver sustainable homes, communities and
social value, leaving a lasting legacy of places people love.
OUR STRATEGY
In September 2023, the Group updated its strategy to
fully focus its operations on its high growth, capital light
Partnerships model. The considerable scale of the affordable
housing need and demand for mixed tenure housing
continues to become ever more apparent. It is clear that
given Vistry’s leading partnerships capability, the Group is
uniquely placed to significantly increase the delivery of
mixed tenure homes.
Vistry's unique model
Vistry’s Partnership model is built upon the Group’s strong
track record of delivering mixed tenure developments and
its long-established relationships with its partners across
the sector. Developing every site with a partner is at the core
of the model, with a minimum requirement for 50% of the
homes on each development to be presold to a partner.
The range of pre-sale can vary by site from the minimum
of 50% up to 100%, with a target of c. 65% of homes presold
across the Group’s portfolio of sites. Within our Partner
Funded sales, we will deliver multiple tenures including
S106 affordable housing as required by planning consent,
additional affordable housing which may include tenures
such as shared ownership and discounted homes, and
PRS units. Our partners are RPs, LAs and PRS providers.
Open Market sales are targeted at c. 35% of total units
across our portfolio of developments. We have three leading
consumer facing brands: Bovis Homes, Linden Homes and
Countryside Homes. The product range and marketing of
each brand is clearly differentiated, each with different
target customers. Our businesses will utilise the brand most
appropriate for the specific development opportunity and will
use multiple brands across a development where possible in
order to maximise sales rates, drive efficiency and returns.
Progress with our strategy
Following the Group’s strategy update in September last year,
the Group has successfully merged its former Housebuilding
operations with its Partnerships business and now operates
as a single business with a more simplified and delayered
structure. The Group has six divisions with 26 regional
businesses, down from 32 prior to the restructuring, with
overlapping geographies being the key driver for business
unit closure. Each regional business is targeted to deliver up
to 900 new homes each year, with a total capacity within the
Group’s existing structure to deliver well beyond 20,000 units.
In transitioning the former Housebuilding land bank to
our Partnerships model with its targeted 65% of homes
presold, c. 8,500 homes of the owned and controlled former
Housebuilding plots were targeted for pre-sale. We have
made excellent progress to date, with c. 3,300 of the c.
8,500 units presold, including over 2,800 units as part of
our partnerships deal with Leaf Living and Sage Homes
announced in November 2023. 2024 remains a year of
transition to our fully Partnerships model with the Group
focused on a number of initiatives to release capital from
the balance sheet and the transition expected to be
completed within the next two years.
Minimum Partner
Funded (units)
Partner Funded Open Market
Average Partner
Funded (units)
50% 65%
Private ownership
s.106 Additional Affordable PRS
Bovis
Homes
Countryside Partnerships
Linden
Homes
Countryside
Homes
Markets
Tenures
Brands
VISTRY’S UNIQUE PARTNERSHIPS MODEL
Private buyers
Registered Providers, Local Authorities, PRS Providers
Customers
VISTRY GROUP
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Vistry Group PLC
GROWTH AND MEDIUM
-
TERM TARGETS
We have a clear set of medium-term targets that are aligned
to the Group's new strategy:
- Return on capital employed of 40%
- Revenue growth of 5% to 8%
- Operating profit of £800m with a 12%+ operating margin
- £1 billion of capital returned to shareholders over next
three years
The Group is focused on a returns-based model and
delivering an industry leading 40% return on capital
employed is a key priority.
The Group is targeting sustained revenue growth of 5% to
8% p.a. supported by the significant growth we expect to
see in the Partnerships market. The affordable housing and
PRS markets combined, our Partner Funded market, is today
valued at c. £18bn and delivers c. 80,000 new homes p.a.
Reflecting both housing need and expected investment
levels, it is estimated this Partner Funded market has the
potential to more than double to £50bn in value, delivering
c. 190,000 units p.a.
With our industry leading expertise, tailored business model
and unrivalled track record of delivery, the Group is best
positioned to capture this market growth. We are closely
aligning our business development and future delivery
with the needs of our existing and future partners and our
Partnerships and Regeneration team is working across our
26 regional business units to ensure we maximise both the
national and local opportunities.
Our model ensures that we have unrivalled access to the land
market across greenfield, brownfield, estate regeneration,
public land and part funded opportunities where one of our
partners owns the land. Replenishing our land development
opportunities is one of our key operational priorities and
we have industry leading land buying capability within each
of our regional business units, supported by our unique
Regeneration and Partnerships team, and our Strategic Land
and Business Development team.
The Group is targeting an adjusted operating margin of 12%+
and adjusted operating profit of £800m in the medium term.
Our ongoing transition to a fully Partnerships model
is supported by the formation of a capital efficiency
programme working across the Group to focus on
restructuring our balance sheet through releasing capital
from slow moving assets. The programme is seeking to drive
consistency of approach to capital management and unlock
key opportunities, for example, through partnering options
including Partner Funding and joint ventures, alongside
land sales and swaps with SMEs and our peer group.
Operational excellence and driving efficiency is a clear
focus, with initiatives covering WIP management,
standardisation and best practice.
Beaulieu Chase part of Vistry Major Projects
Annual Report and Accounts 2023
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
KEY COMPETENCIES DRIVING VALUE CREATION
Experienced leadership team
Unrivalled depth and breadth of experience
across all aspects of homebuilding including
Partnerships expertise.
Highly skilled and diverse workforce
Highly skilled and diverse workforce, with the
recruitment, development and retention of our
people a key priority.
Place making and regeneration skills
Successful place making and regeneration requires
long-term thinking and investment. With over
40 years’ experience of master planning and
placemaking, we pride ourselves on the quality of
the places we create.
Strong market position and capability across
all housing tenures
Unique in our strong capability to successfully
deliver new homes across all housing tenures from
social rent to Open Market sales.
Sustainability embedded across the Group
Committed to sustainable development through
a broad range of sustainability initiatives and
compliance with Future Homes Standards.
Scale and disciplined operational platform
One of the country’s largest homebuilders with
benefit of scale across many aspects of our business.
Multiple leading brands
We own a differentiated brand portfolio which makes
us more competitive in the land market and enables us
to target a broader range of customers and partners.
Model aligned with our Partners’ expectations
and investment priorities
Through working in long-term partnerships, we have
gained a deep understanding of our partners needs
and have developed our model to ensure that we
deliver for them every time.
Mature and trusted relationships
Established and trusted partnerships with Registered
Providers, Local Authorities, PRS providers, local bodies
including Homes England and its supply chain partners.
Track record of delivery and performance
Strong and extensive track record of delivering
sustainable new communities and places
people love to live in positions us well to secure
future opportunities.
STRATEGIC PILLARS
Our strategy is underpinned by three strategic pillars:
PARTNERSHIPS
We collaborate to
create life chances
Facilitating long-term
stewardship for our partners
that grows value.
Delivering production efficiency
through our supply chain.
PEOPLE
We make Vistry
Investment in the development
and training of our people to
ensure a committed, motivated,
and engaged workforce.
Clear commitment to deliver
tenure choice at pace for both
private buyers and large scale
partners whilst providing a
selection through our design
and brands, with the ability to
future proof supply to meet
customer’s requests.
PLACES
We build sustainable
communities
Developing sustainable new
homes and communities using
our expertise in regeneration and
place making.
Ensuring the health and safety
of our people and subcontractors
whilst minimising our impact
on the environment through
sustainable manufacturing
development and high use of
low carbon technologies.
20
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Vistry Group PLC
HOW WE CREATE VALUE
We leverage our strengths and key competencies to maximise the opportunities to
generate sustainable value. A partnerships approach underpins everything we do.
An experienced
leadership team
and a highly skilled
workforce is at
the core of our
business model
Unrivalled access to the land market
across greenfield, brownfield, estate
regeneration, public land and part
funded opportunities where one of our
partners owns the land
Place making and
building successful,
sustainable
mixed-tenure
communities, leaving a
lasting legacy of places
people love
High quality planning,
design, construction,
including an extensive
timber frame
capability supporting
Future Homes
Standards, and
project management
Working collaboratively through mature and
trusted partnerships including Homes England,
registered providers, local authorities, PRS
providers and our highly valued supply chain
OUR STRATEGY AND BUSINESS MODEL
continued
Annual Report and Accounts 2023
|
21
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
CREATING VALUE FOR OUR STAKEHOLDERS
STAKEHOLDERS KEY PERFORMANCE INDICATORS
We provide employment
and development
opportunities within a
diverse and inclusive
working environment.
Employee
satisfaction
7.6
(2022: 8.6)
Our latest engagement score in November 2023 decreased
slightly to 7.6. This was expected with the integration of
Countryside, the market conditions and numbers
of redundancies. Employee feedback is important to us
to ensure we keep listening to our people and acting on
their feedback. A number of actions have been set for 2024
as a result of the survey to ensure we continue to improve
the overall employee experience.
Voluntary
turnover
15.9%
(2022: 17.7%)
Voluntary staff turnover decreased to 15.9%. We are continuing
to focus on retention and development of our employees as
part of our overall People Strategy to ensure our voluntary
turnover continues at a stable rate.
We build high quality
homes which our
customers would
recommend to friends
and family.
HBF 8-week
5-star
(2022: 5-star)
Our HBF 8-week customer satisfaction score continued to
increase with the Group expecting to retain a 5-star rating for a
fifth consecutive year.
HBF 9-month
78.3%
(2022: 79.0%)
We also saw consistent achievement in our score for HBF
9-month survey reflecting customer satisfaction once customers
have settled into our homes and developments.
NHBC
reportable items
0.21
(2022: 0.23)
NHBC CQR
score
4.5
(2022: 4.5)
The number of NHBC reportable items per inspection continued
to improve during the year and was below our target of 0.26.
We also maintained our CQR score at 4.5, above our target of
4.0. We continue to focus on the quality of our build and expect
the rate to reduce in the near future. Building homes to a high
standard helps minimise customer care issues and maintain our
reputation for high quality homes. The strength of our reputation
underpins our ability to grow the business.
Targeting 40% return
on capital employed in
the medium term and
£1bn of shareholder
distributions over next
three years.
Adjusted
operating margin
12.1%
(2022: 14.5%)
Adjusted operating margin decreased by 2.4ppts to 12.1% due
to the strategic shift towards the Partnerships model and
incentives on Open Market sales. We expect the operating
margin to reduce further in 2024 reflecting a full year under
the new business model. The Group is targeting an adjusted
operating margin of 12%+ and an adjusted operating profit of
£800m in the medium term.
ROCE
21.3%
(2022: 25.0%)
ROCE reduced by 3.7ppts to 21.3%. Whilst adjusted operating
profit was up 8%, average capital employed increased 27%.
Most of the increase in capital employed related to work in
progress, as we invested for growth across the business, including
at some of our large mixed-tenure sites. All new developments
must meet our minimum 40% ROCE hurdle rate with our
medium-term target to achieve a ROCE of 40% for the Group.
Adjusted EPS
88.2p
(2022: 137.5p)
The decrease of 36% in adjusted EPS was principally due to an
increase in the weighted average number of shares for the year
following the issue of 127.4 million shares as part-consideration
for the Combination in November 2022. The weighted number of
shares will decrease moderately in future years due to
buybacks, however the main driver for EPS increases will
be higher after-tax profits.
22
|
Vistry Group PLC
STAKEHOLDERS KEY PERFORMANCE INDICATORS
We create sustainable
new communities,
leaving a legacy of
places people love.
New homes
completed
16,118
(2022 pro forma: 17,038)
On a proforma basis, the number of new homes completed
in the year decreased by 5%. In the context of the challenging
market conditions, this represented a significant outperformance
compared to our peers, demonstrating the resilience of the
Partnerships model.
% of new
homes which
are affordable
tenures
54%
(2022 pro forma: 37%)
As a proportion of the total completions, the completions of
affordable homes increased from 37% to 54%. This was across
both affordable homes delivered under s106 and additional
affordable homes delivered for our partners.
Sustainability is
embedded across our
business, ensuring
that we minimise
the impact of our
operations on the
health and safety of
our stakeholders and
the environment.
AIR
175
(2022: 219)
Whilst it is difficult to completely mitigate risk, we believe
injuries are avoidable. We work tirelessly to maintain excellent
standards across our sites, making them safer for our workforce.
The Group started the year with an AIR of 219, which was already
below the Health and Safety Executive (HSE) construction
industry benchmark of 329, and we finished the year on 175.
SSIR
349
(2022: 454)
Utility strikes (also known as service strikes) continue to be an
industry concern and remains a focal point for Vistry. Our SSIR at
the end of 2023 decreased compared to the previous year.
Scope 1 and 2
Greenhouse
Gas emissions
(tCO2e)
27,650
(2022: 25,408)
The Group has achieved a 6% reduction in absolute scope 1 and
2 emissions between 2021 and 2023. However, there has been
an increase from 2022 to 2023 of 9%. This increase is due to us
reducing the use of HVO fuel between 2022 and 2023 due to
lack of availability and volatile pricing. Whilst alternative fuels will
play a part in our carbon action plan, our focus is on reducing
consumption and improving efficiency.
During 2023, we updated our carbon action plan to ensure a
consistent approach to scope 1 and 2 emissions reduction across
the combined Group. After re-baselining our carbon footprint,
the SBTi (Science Based Targets initiative) has verified both our
net zero science-based targets and our near-term science-based
targets. Our updated target for scope 1 and 2 emissions is a
reduction of 42% by 2030 against a 2022 baseline.
Non-hazardous
waste diverted
from landfill
97%
(2022: 98%)
We have seen consistent reduction in total non-hazardous
construction waste. This has been achieved through improved
reporting of performance, leading to increased engagement,
increased focus as part of SHE inspections and support from
our waste contractors who supported our teams to implement
waste reduction measures. The percentage of non-hazardous
waste diverted from landfill reduced marginally to 97%. In 2024,
we will launch a revised waste and resources strategy to help
us meet more stretching targets, including focussing on circular
economy principles.
Our Partnerships
model gives us greater
visibility and security
of future workload.
Forward
order book
£4.5bn
(2022: £4.0bn)
The forward order book as at 31 December increased 12% to
£4,466m. This was primarily driven by the increase in deals
secured with partners in line with our new strategy. In the
medium term, we are targeting consistent revenue growth of
5%-8% per annum and expect this to be reflected in similar
growth in the forward order book.
OUR STRATEGY AND BUSINESS MODEL
continued
Annual Report and Accounts 2023
|
23
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
GROUP PERFORMANCE
£m
2023 2022 Change
Revenue
1
4,042.1 3,115.1 +30%
Operating profit
1
487.9 451.1 +8%
Operating margin
1
12.1% 14.5% -2.4ppts
Profit before tax
1
419.1 418.4 -
Earnings per share (EPS)
(pence per share)
1
88.2p 137.5p -36%
Net (debt)/cash (88.8) 118.2 n/a
Average capital employed 2,285.5 1,803.2 +27%
Return on capital employed
(ROCE)
21.3% 25.0% -3.7ppts
Revenue – reported 3,564.2 2,771.3 +29%
Operating profit – reported 311.8 212.5 +47%
Profit before tax – reported 304.8 247.5 +23%
EPS (pence per share) – reported 64.6p 86.5p -25%
1 Figures are shown on an adjusted basis. See Alternative Performance
Measures section on page 30 for further details.
The Group delivered a strong performance relative to the
sector in challenging and uncertain market conditions.
The Combination with Countryside in November 2022 has
given the Group greater scale and is delivering substantial
operational and financial synergies. We are making good
progress with our strategy of focusing our enlarged
operations fully on our high growth, capital light Partnerships
model. This gives us strong visibility of future revenue and
enables us to deliver new homes at greater scale and pace.
The Group is now operating as one Partnerships business with
six operating divisions and 26 regional businesses.
Adjusted revenue for the year increased 30% to £4,042.1m
(2022: £3,115.1m) and reported revenue increased 29% to
£3,564.2m (2022: £2,771.3m), reflecting a full year of results
for the enlarged Group. On a proforma basis, adjusted
revenue decreased 9% and the number of completed
homes delivered (including joint ventures) decreased 5%
to 16,118 (2022 proforma: 17,038). In the context of the
challenging market conditions, this represented a significant
outperformance compared to our peers, demonstrating the
resilience of the Partnerships model.
Demand from our partners for affordable and PRS homes was
strong. A highlight was that in the fourth quarter we agreed
a substantial sale to our longstanding partners Sage Homes
and Leaf Living, for over 2,800 homes on plots located across
c. 70 developments from our former Housebuilding land
bank. Delivery of these new homes commenced in 2023,
with the final homes expected to be completed by the end
of 2025.
The increase in Partner Funded sales was, however,
more than offset by reduced demand for Open
Market homes, which remained suppressed throughout
the year due to the higher interest rate environment
and inflationary cost pressures on household incomes.
FINANCIAL REVIEW
“The Group delivered a robust
performance in challenging and
uncertain market conditions,
demonstrating the resilience of
the Partnerships model.”
TIM LAWLOR
Chief Financial Officer
Basis of preparation of the financial review
The Combination with Countryside completed in November
2022 and therefore the comparative profit and loss and
cash flow information for 2022 only included the results of
Countryside for the seven weeks between 11 November and
31 December 2022. To aid comparability, some proforma
financial information is included in this financial review
which includes Countryside data from 1 January 2022 to
31 December 2022.
24
|
Vistry Group PLC
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
As a result of this, and in line with our new strategy, the
proportion of units derived from Partner Funded sales
increased to 67% (2022: 46%).
Our average selling price decreased by 4% to £276k
(2022 proforma: £289k). Sales prices are lower for Partner
Funded sales than for comparable Open Market sales as
partners are buying multiple homes and providing the
capital during the build. Where Partner Funded sales
have been secured on sites that were transitioned from
the former Housebuilding business to the Partnerships
model there was a corresponding reduction in future full
life margins. The increased proportion of Partner Funded
homes led to an overall reduction in the average selling
price, however this was partially offset by a 14% year
on year increase in the average selling price of Partner
Funded homes to £222k (2022 proforma: £194k). This was
due to a shift in the mix of Partner Funded homes towards
PRS and shared ownership homes which tend to be larger
or higher value than some other tenures. The average
selling price of Open Market homes increased by 2% to
£390k (2022 proforma: £381k).
The Group proactively managed its cost base with key
supply partners and agreed cost reductions for existing
and future contracts during the second half of the year.
This reflected the benefits to the Group of its increased
scale and higher visibility on forward sales. During 2023,
the Group achieved synergy savings from the Combination
of c. £50m, ahead of the £25m targeted for 2023 at the
time of the acquisition, as the integration progressed at a
faster pace. Our expectations for future annualised savings
as a result of the Combination remain unchanged at £60m.
The Group’s adjusted operating profit for the year
was £487.9m (2022: £451.1m), with reported operating
profit of £311.8m (2022: £212.5m). Adjusted operating
margin decreased 2.4ppts to 12.1% (2022: 14.5%).
With the strategic shift towards the Partnerships
model, full-year margins were revised downwards
where there was a commitment to an increase in the
proportion of presold, discounted homes on a site.
Twigworth Green, Twigworth
We expect the adjusted operating margin to reduce
further in 2024 reflecting a full year under the new
business model.
After adjusted net finance costs of £68.8m (2022: £32.7m),
adjusted profit before tax was £419.1m (2022: £418.4m),
slightly ahead of guidance. On a reported basis, profit
before tax was £304.8m (2022: £247.5m). The effective tax
rate increased to 26.7% (2022: 17.4%) due to the rise in the
statutory corporation tax rate from 19% to 25% effective
from April 2023 and the full-year effect of the Residential
Property Developer Tax of 4%, which was introduced from
April 2022. On a reported basis, the tax charge increased
to £81.4m (2022: £43.2m), resulting in profit after tax of
£223.4m (2022: £204.3m).
Adjusted earnings per share decreased by 36% to 88.2p.
This was primarily due to an increase in the weighted
average number of shares for the year following the
issue of 127.4 million shares as part-consideration for the
Combination in November 2022.
As at 31 December 2023, net debt was £88.8m (2022: net
cash £118.2m), a net outflow of £207.0m, with average
month-end net debt for the year of £459.4m (2022:
average month-end net debt £110.0m). Whilst adjusted
operating profit increased 8%, average capital employed
increased 27%, resulting in a 3.7ppts reduction in ROCE
to 21.3%. The increase in capital employed of £279.5m
related principally to additional investment in work
in progress, further detail on which is provided later in
this review.
In December 2023, the Group commenced a share
buyback programme to repurchase up to £55m of ordinary
shares, representing the interim shareholder distribution
for 2023. By 31 December the Group had purchased
636,254 shares at a total cost of £5.3m. Of the ordinary
shares purchased, 250,000 are held as treasury shares and
the remaining shares have been cancelled. The buyback
programme continued during January and February 2024
and was completed on 23 February 2024.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
25
In line with the Group’s capital allocation policy the Board
is announcing a further ordinary share buyback programme
of up to £100m which is expected to commence in April.
This buyback is an ordinary distribution to shareholders and
will be in lieu of a final dividend payment.
EXCEPTIONAL ITEMS
The Group incurred exceptional costs totalling £65.6m
during the year (2022: £153.8m).
Integration costs of £16.7m were incurred during the year,
primarily relating to the integration of the enlarged business
and further restructuring. The integration progressed well
and is now largely complete.
The transition to the Partnerships model which commenced
during the second half of the year has enabled the Group
to simplify and delayer its organisational structure further,
reducing the number of regional business units from 32
to 26. Whilst restructuring costs of £29.6m were incurred in
2023, principally in relation to the one-off costs of reducing
headcount and office closures, the changes made are
expected to deliver operational and financial synergies in
excess of £15m in 2024 with the full annualised run rate of
c. £25m to be achieved in 2025. This is in addition to the
ongoing synergies expected from the Combination.
The Group recognised an exceptional cost of £19.3m in
relation to fire safety, principally due to the impact of
the new second staircase regulations, as reported in the
half-year results. Further detail on this is provided later in
this review.
£m
2023 2022
Countryside Combination (16.7) (56.8)
Restructuring (29.6) -
Fire safety (19.3) (97.0)
Total exceptional items (65.6) (153.8)
ADJUSTED NET FINANCE COST
The adjusted net finance cost of the Group increased by
£36.1m during 2023. Within this, net bank interest payable
increased by £27.1m due to higher borrowings against the
revolving credit facility combined with higher variable
interest rates. As noted earlier in this review, average month-
end net debt in 2023 was £459.4m compared to £110.0m
in 2022. The weighted average rate payable on the Group’s
debt increased from 4.0% in 2022 to 6.5% in 2023.
Other finance costs and net JV interest were higher as 2023
included a full year’s charge on the additional land creditors,
leases and joint ventures arising from the Combination.
£m
2023 2022 Change
Net bank interest (41.3) (14.9)
Issue cost amortisation (2.1) (1.4)
Net bank interest payable (43.4) (16.3) -27.1
Unwind of discount on land
creditors
(11.5) (7.1)
Interest on finance leases (5.5) (1.4)
Net interest on defined benefit
pension schemes
1.7 0.8
Other finance costs (15.3) (7.7) -7.6
Interest receivable from JVs 15.1 12.6
Share of JV interest payable (25.2) (21.3)
Interest income (10.1) (8.7) -1.4
Total adjusted net finance costs (68.8) (32.7) -36.1
TAXATION
The adjusted effective tax rate was 27.2% (2022: 22.4%).
The adjusted effective tax rate comprises nine months
of the higher Corporation Tax rate of 25% (2022: 19%)
and approximately 4% of Residential Property Developer
Tax (RPDT). RPDT was introduced in April 2022 as a
specific tax on the home building industry, intended to
raise at least £2bn from the industry over a ten-year period.
The Group’s adjusted effective tax rate for 2024 is expected
to be in the region of 29% comprising Corporation Tax at a
rate of 25% and RPDT of 4%.
On a reported basis, the Group recognised a tax charge
of £81.4m at an effective tax rate of 26.7% (2022: £43.2m,
effective rate of 17.4%). The reported tax rate is marginally
lower than the adjusted rate due to the presentation of tax
on joint ventures and prior period adjustments.
NET ASSETS
£m
2023 2022 Change
Work in progress 1,219.0 1,016.4
Land 1,881.7 1,821.7
Land creditors (662.2) (667.4)
Net investment in inventories 2,438.5 2,170.7 +267.8
Investments in joint ventures 562.7 552.4
Other assets 732.6 653.4
Other liabilities (1,308.6) (1,230.8)
Capital employed 2,425.2 2,145.7 +279.5
Fire safety provision (289.0) (309.2)
Retirement benefit asset 34.2 34.3
Tangible net assets 2,170.4 1,870.8 +299.6
Goodwill 827.6 804.7
Intangible assets 409.3 456.0
Net (debt)/cash (88.8) 118.2
Net assets 3,318.5 3,249.7 +68.8
26
|
Vistry Group PLC
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
CAPITAL EMPLOYED
Capital employed increased by 13% to £2,425.2m compared
to the prior year end (2022: £2,145.7m), the majority of which
related to work in progress. This increase was driven by a
slower recovery in the sales rates for Open Market homes in
the second half of 2023. Additionally, to support delivery of
new homes in 2024, we have invested in some of our large
mixed tenure sites, including upfront infrastructure works.
During the year, the Group remained active in the land
market, acquiring 13,067 new plots. Whilst the total number
of plots in the land bank reduced slightly, the average cost
per plot increased by 4%. Further details on the land bank
are provided later in this review.
As anticipated, the migration of the former Housebuilding
land bank to the Partnerships model contributed to a
reduction in capital employed in the second half of the
year. The Group has initiated a capital efficiency programme
which will pursue a number of initiatives to accelerate
further reduction of capital employed from across our
portfolio in 2024.
FIRE SAFETY PROVISION
The Group is committed to playing its part in delivering a
lasting industry solution to fire safety and on 13 March
2023 signed the Department for Levelling Up, Housing
and Communities’ Developer Remediation Contract.
The Group’s fire safety provision at the beginning of the
year was £309.2m.
During the year, the UK Government confirmed its
commitment to mandating a requirement for second
staircases in high-rise residential schemes, lowering the
proposed threshold from 30 metres to 18 metres,
following a period of consultation. As a result, an additional
provision of £12.3m was recognised for the additional
costs to be incurred on sites we are committed to. It was
also necessary to impair inventory on the impacted sites
by £6.2m and with a net £0.8m charge for the impact of
inflation and discount assumptions, the total exceptional
charge for the year was £19.3m.
The Group spent £33.3m (after recoveries of £11.7m)
during the year, continuing to make good progress with the
remediation works. Of the 327 buildings identified, work has
been completed on 90, works are ongoing on 32 sites and
we are engaged in the remediation process with a further
196 buildings. This remediation work is managed by our
dedicated team.
The closing provision as at 31 December 2023 was £289.0m.
We remain confident this will cover the cost of fire safety
works in accordance with the Group’s obligations.
£m
2023
Opening 309.2
Addition for second staircase requirements 12.3
Utilised in the year (33.3)
Net impact of inflation and discounting 0.8
Closing 289.0
RETIREMENT BENEFIT ASSET
The Group has three defined benefit pension schemes
which are managed and administered by separate trustees
on behalf of the scheme members. All of the schemes are
closed to future accrual. The Group’s retirement benefit
asset was £34.2m (2022: £34.3m), representing the surplus
of the scheme assets of £267.2m less liabilities to pay future
pensions calculated on an IAS 19 basis of £233.0m. Under
the rules of each scheme the Group will be entitled to any
surplus remaining once the last members exit.
The most recent actuarial valuations of the schemes were
undertaken as at 30 June 2022 and showed a combined
technical funding surplus of £14.7m. The Group has agreed
the principles of a plan to prepare the schemes for a
buy-out, whereby a third party insurer would take on the
liabilities to pay future pensions.
GOODWILL
Goodwill increased by £22.9m to £827.6m (2022: £804.7m)
as the acquisition accounting in relation to the Combination
was finalised in the first half, with no further revisions in the
second half. Under the acquisition accounting rules, there is
up to 12 months from the date of acquisition to complete
the fair valuation exercise. The fair values were amended to
reflect the impact of new information that became available
in the year. The increase to goodwill primarily arose due to a
full write-down of inventory at one particular site which has
now been deemed unviable. This was due to a significant
increase in cost estimates which were underestimated at the
time of the Combination. The corrected cost to complete
would have resulted in a net cash outflow to complete
the site as well as a significant capital lock-up, and this site
would therefore not be progressed by a market participant.
CASH FLOW, NET DEBT AND FINANCING
Having delivered £419.1m of adjusted profit before tax, the
Group invested £226.1m in work in progress and £65.2m in
land as described earlier in this review.
The increase in other working capital was principally due to
higher volumes of Partner Funded sales activity in December
2023 compared to December 2022, leading to increased
trade receivables.
The additional investment in joint ventures was redominantly
due to an increase in the number of active joint ventures.
Under our Partnerships model joint ventures are an
important source for securing land, and we would expect
a net investment over the short-term.
Further detail is provided earlier in this review on the
exceptional items related to the integration of Countryside
and restructuring of £56.1m and fire safety spend of £33.3m.
After tax-related outflow of £37.7m and shareholder
distributions of £115.7m, the total outflow for the year
was £207.0m. The Group’s closing net debt was £88.8m
(2022: net cash £118.2m).
FINANCIAL REVIEW
continued
Annual Report and Accounts 2023
|
27
(£226m)
(£65m)
(£33m)
(£39m)
(£56m)
(£38m)
(£116m)
Opening Adjusted
PBT
Net
investment
in WIP
Net
investment
in land
Investment
in JVs
Other
working
capital
Fire safety Integration
costs
Taxation Shareholder
distributions
Closing
£118m
£419m
(£53m)
(£89m)
The total available facilities as at 31 December 2023 were £1,015.7m (2022: £1,065.7m), against which the Group had drawn
£507.1m (2022: £558.6m). These facilities are used to fund intra-period working capital movements and land investments with
average month-end net debt for the full-year of £459.4m (2022: £110.0m).
During the year we successfully concluded the process with our lenders to extend the £400m term loan facility for a further
18 months, with the loan now maturing in September 2026.
A £50m bilateral term loan matured and was repaid during the year.
£m
Available
facility Facility maturity Margin 2023 2022
Revolving credit facility 500.0 2026 SONIA + 1.6-2.5 ppts - -
Term loan 400.0 2026 SONIA + 1.9-3.1 ppts (400.0) (400.0)
USPP loan 100.0 2027 4.03 ppts (104.6) (105.6)
Prepaid facility fee n/a n/a 4.2 4.3
Bilateral term loan n/a 2023 - (50.0)
Homes England development loan 10.7 2029 ECRR + 1.2-2.2 ppts (6.7) (7.3)
Overdraft facility 5.0 2025 BoE Base + 1.5 ppts - -
Total borrowings 1,015.7 (507.1) (558.6)
Cash 418.3 676.8
Net (debt)/cash (88.8) 118.2
SHAREHOLDER DISTRIBUTIONS AND CAPITAL ALLOCATION POLICY
The Group reviewed its capital allocation policy during the year, which included extensive consultation with major shareholders.
The key considerations were the need for investment to ensure sustainable growth, capital commitments (including fire safety
remediation), the seasonal and uneven nature of the Group’s typical cash profile, the existing capital structure, changes in the
shareholder base and the investment case for potential investors.
The Board recognises the importance of capital distributions to shareholders and intends to sustain a two times adjusted
earnings ordinary distribution cover in respect of a full financial year, with ordinary distributions being made through either
incremental share buybacks or dividends, the method being determined by the Board considering all relevant factors at the
time. In total, the Group is targeting £1bn of shareholder distributions, including both ordinary distributions on earnings through
to and including 2026 and special distributions, alongside the elimination of net debt.
An interim ordinary distribution in the form of a share buyback of up to £55m was announced in September 2023.
The buyback commenced in December 2023 and was completed in February 2024. In line with the Group’s capital allocation
policy the Board is announcing a further ordinary share buyback programme of up to £100m which is expected to commence
in April. This buyback is an ordinary distribution to shareholders and will be in lieu of a final dividend payment.. The Board will
continue to monitor the progress of capital release during the year and will consider additional buybacks in the context of the
cash position and investment opportunities.
28
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Vistry Group PLC
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
FINANCIAL REVIEW
continued
FORWARD ORDER BOOK
The forward order book as at 31 December increased 12% to
£4,466m (2022: £3,973m). This was primarily driven by the
increase in deals secured with partners in line with our new
strategy. Open Market sales reservations were higher at the
end of 2022 due to some delayed completions at that time.
£m
2023 2022
Open Market 298 610
Partner Funded 4,168 3,363
Total 4,466 3,973
LAND BANK
The land bank represents four to five years of supply based
on future completion volumes. The Group has continued to
invest in its land bank to support its growth strategy, adding
a total of 13,067 plots in 2023, including 2,343 from strategic
land. After deducting plots utilised in the year, the total land
bank reduced by 1,329 plots.
2023 2022
Owned 55,707 56,061
- of which JV owned (100%) 14,935 15,810
Controlled 20,727 21,702
- of which JV controlled (100%) 10,268 10,412
Total plots in land bank 76,434 77,763
STRATEGIC LAND
Strategic land refers to land which does not yet have
planning consent and which the Group is or will
progress through planning and promotional processes
before development. Once planning consent has been
obtained, the land becomes consented. Strategic land
continues to be an important source of supply and
a further 7,360 plots were secured during the year.
The net increase was 4,704 after 2,343 plots were transferred
to the land bank. Strategic land remains well positioned to
deliver high quality developments in the near to medium
term with good progress on a number of significant projects.
As at 31 December 2023
Total sites Total plots
0 – 150 plots 60 4,769
150 – 300 plots 54 11,078
300 – 500 plots 34 11,849
500 – 1,000 plots 18 11,537
1,000+ plots 19 31,547
Total 185 70,780
Planning agreed 15 5,533
Planning application 30 9,430
Ongoing application 140 55,817
Total 185 70,780
As at 31 December 2022 169 66,076
RISKS AND UNCERTAINTIES
The Group is subject to a number of risks and uncertainties
as part of its activities as described in Risk Management on
page 60 and Our Principal Risks on page 62. The Board
regularly considers these and seeks to ensure that
appropriate processes are in place to manage, monitor and
mitigate these risks.
Risks relating to sustainability are becoming increasingly
important in the medium term, especially with the emerging
transitional risks which are becoming enshrined in regulation.
TIM LAWLOR
Chief Financial Officer
14 March 2024
Cash generation
•
Partnerships model yields strong underlying cash conversion
•
Cash inflows to be supplemented by multi-unit presale of Housebuilding land bank
•
Cash commitments including fire safety and RPDT expected to reduce in medium term
Maintain strong
balance sheet
•
Return to year end net cash position in 2024
•
Eliminate average debt position in medium term
•
Retain bank facility to deal with seasonal variations and investment flexibility
Investment in
sustainable growth
•
Ensure Partnerships land bank replenished to maintain growth
•
Continued use of deferred payments for land
•
Joint venture arrangements remain an efficient model for large schemes
Ordinary returns
to shareholders
•
Maintain 2x earnings cover for ordinary distributions
•
Interim and final distributions announced with results, expected to be approx. 1/3:2/3
•
Method of distribution to be determined by Board based on prevailing conditions
Special returns to
shareholders
•
Excess capital expected to be created by large land bank deals
•
Returns to be in the form of special dividend or buybacks
•
Method of distribution to be determined by Board based on prevailing conditions
Annual Report and Accounts 2023
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29
ALTERNATIVE PERFORMANCE MEASURES
In addition to the IFRS (reported) measures disclosed throughout the Annual Report, the Group uses certain non-IFRS alternative
performance (adjusted) measures to assess the operational performance of the Group. The Group presents certain adjusted
measures in order to better reflect the contribution of the joint venture investments to the Group’s performance and to enable the
reader to identify a more consistent basis for comparing the Group’s operational performance between financial years. They also
reflect an important aspect of the way in which operating targets are defined and performance is monitored by management.
ALTERNATIVE
PERFORMANCE MEASURE:
CALCULATED AS:
Adjusted revenue Statutory revenue plus the Group’s share of joint ventures‘ revenue.
Adjusted operating profit Statutory operating profit excluding exceptional expenses and amortisation of acquired
intangible assets plus the Group’s share of joint ventures’ operating profit.
Adjusted operating margin Adjusted operating profit divided by adjusted revenue.
Adjusted net financing expenses Statutory net financing expenses excluding exceptional expenses plus the Group’s share
of joint ventures’ net financing expenses.
Adjusted profit before tax
Statutory profit before tax excluding exceptional items, amortisation of acquired
intangible assets and the Group’s share of joint ventures’ tax.
Adjusted income tax expense and
adjusted effective tax rate (ETR)
Statutory income tax expense excluding the tax effect of exceptional expenses and
amortisation of acquired intangible assets, tax on joint ventures included in profit before
tax and the adjustments in respect of prior periods, divided by adjusted profit before tax.
Adjusted basic earnings per
share (EPS)
Calculated as adjusted profit before tax less adjusted income tax expense, divided by the
weighted average number of ordinary shares for the year.
Net (debt)/cash Cash and cash equivalents less total borrowings.
Capital employed
Statutory net assets less goodwill, intangible assets, net (debt)/cash, retirement benefit
asset and fire safety provision.
Tangible net asset value (TNAV)
TNAV is calculated as statutory net assets less goodwill, intangible assets and net
(debt)/cash.
Return on capital employed
(ROCE)
ROCE is calculated as adjusted operating profit divided by average capital employed.
Reconciliation of adjusted measures to reported measures (where appropriate):
ADJUSTED REVENUE, OPERATING PROFIT, NET FINANCING EXPENSES AND PROFIT BEFORE TAX:
2023 2022
Revenue
£m
Operating
profit
£m
Net financing
expenses
£m
Profit before
tax
£m
Revenue
£m
Operating
profit
£m
Net financing
expense
£m
Profit before
tax
£m
Reported measures 3,564.2 311.8 (63.0) 304.8 2,771.3 212.5 (12.2) 247.5
Adjusting items:
Share of joint ventures
1
477.9 83.6 (25.2) 2.4 343.8 68.5 (21.3) -
Exceptional expenses
2
- 46.2 19.4 65.6 - 153.0 0.8 153.8
Amortisation of acquired
intangible assets
3
- 46.3 - 46.3 - 17.1 - 17.1
Total adjusting items 477.9 176.1 (5.8) 114.3 343.8 238.6 (20.5) 170.9
Adjusted measures 4,042.1 487.9 (68.8) 419.1 3,115.1 451.1 (32.7) 418.4
PROVIDING CLARITY TO THE USERS OF THE ANNUAL REPORT
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Vistry Group PLC
ALTERNATIVE PERFORMANCE MEASURES continued
ADJUSTED INCOME TAX EXPENSE:
2023
£m
2022
£m
Statutory income tax expense 81.4 43.2
Tax effect of exceptional expenses 18.0 27.0
Tax effect of amortisation of acquired intangible assets 10.9 3.7
Tax on joint ventures included in profit before tax 2.4 -
Adjustments in respect of prior periods and other items 1.1 19.9
Adjusted income tax expense 113.8 93.8
ADJUSTED BASIC EARNINGS PER SHARE (EPS):
2023 2022
Adjusted profit before tax (£m) 419.1 418.4
Adjusted income tax expense (£m) (113.8) (93.8)
Adjusted earnings (£m) 305.3 324.6
Weighted average number of ordinary shares (m) 346.0 236.2
Adjusted basic earnings per share (p) 88.2 137.5
TANGIBLE NET ASSET VALUE (TNAV) AND CAPITAL EMPLOYED
TNAV measures the intrinsic value of the tangible assets held by the Group to shareholders. Capital employed is a key input for
determining ROCE and represents the capital used to generate adjusted operating profit.
2023
£m
2022
£m
Net assets 3,318.5 3,249.7
Goodwill (827.6) (804.7)
Intangible assets (409.3) (456.0)
Net (debt)/ cash 88.8 (118.2)
Tangible net assets 2,170.4 1,870.8
Retirement benefit asset (34.2) (34.3)
Fire safety provision* 289.0 309.2
Capital employed 2,425.2 2,145.7
Opening capital employed 2,145.7 1,460.7
Closing capital employed 2,425.2 2,145.7
Average capital employed 2,285.5 1,803.2**
* The comparative capital employed has been restated to exclude the Group’s fire safety provision.
* * Average of opening and closing capital employed for the year, adjusted for the pro-rated average capital employed by Countryside during the post-
acquisition period.
RETURN ON CAPITAL EMPLOYED (ROCE)
This measures the profitability and efficiency of capital being used by the Group and is calculated as adjusted operating profit
(as defined and calculated above) divided by the average capital employed (as defined and calculated above).
2023 2022
Adjusted operating profit (£m) 487.9 451.1
Average capital employed (£m) 2,285.5 1,803.2
ROCE (%) 21.3 25.0^
^ The comparative ROCE has been restated to exclude the Group’s fire safety provision from average capital employed to align with adjusted
operating profit, which excludes expenses relating to fire safety.
1. The Group undertakes a significant portion of its activities through joint ventures with its partners. In accordance with IFRS, the Group’s statement of profit
and loss and other comprehensive income includes its share of the post-tax results of joint ventures within a single line item. The Directors believe that
showing the Group’s share of revenue, operating profit and net financing expenses from joint ventures within the respective adjusted measures better reflects
the full scale of the Group’s operations and performance.
2. Exceptional costs are those which the Directors consider to be material by size and irregular in nature. The adjusted measures exclude these items in order
to more clearly show the underlying business performance of the Group.
3. The amortisation charge relates to intangible assets which arose on the acquisitions of Linden Homes and Partnerships from Galliford Try PLC and of
Countryside Partnerships PLC.The charge is non-cash and was set at the time of the acquisition. The Directors consider that this needs to be adjusted in
the adjusted measure to show the underlying business performance of the Group more clearly.
Annual Report and Accounts 2023
|
31
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
ALTERNATIVE PERFORMANCE MEA
S
URES continued
FORWARD ORDER BOOK
The Group’s forward order book comprises the unexecuted element on contracts that have been secured including those which
are reported within its joint ventures. The Directors believe that showing the Group’s share of joint venture orders better reflects
the full scale of the Group’s pipeline. Additionally, reservations made on Open Market sales have been included given they are a
commitment made by a customer against a specific plot.
2023
£m
2022
£m
Transaction price allocated to unsatisfied performance obligations on contract 3,722.9 3,118.0
Add: Share of forward orders included within the Group’s joint ventures 558.2 498.0
Add: Open market reservations 185.0 356.6
Forward order book 4,466.1 3,972.6
OTHER KEY DEFINITIONS AND TERMS
The following table includes definitions of key terms used throughout the Annual Report and Accounts which haven’t been
defined elsewhere.
TERMS DEFINITION
Completions
The number of homes sold in the financial year, including our share of joint venture completions.
For private homes, this is the number of legal completions during the year. For affordable and
PRS homes, this represents the equivalent number of units sold, based on the proportion of work
completed under a contract during the year.
Land bank
The total number of plots expected to be deliverable on land owned or controlled by the Group
(including in joint ventures) which has planning consent.
Strategic land The total number of plots expected to be deliverable on land owned or controlled by the Group
(including in joint ventures) without planning consent.
Forward order book The Group’s share of future revenue that will be derived from signed contracts, letters of intent or
open market sales reservations including the Group’s share of joint ventures’ forward order book.
HBF score The Home Builders Federation (HBF) undertakes customer satisfaction surveys. Survey forms are sent
to customers at both 8 weeks and 9 months after they complete the purchase of their new home.
The score measures the percentage of respondents answering ‘yes’ to the key question "Would you
recommend your builder to a friend?".
To achieve a 5-star rating, an average score of 90% or more is required on the 8-week surveys.
Reportable Items (RIs)
The average number of all RIs received within the period across all inspections carried out on sites
registered with the National House Building Council (NHBC). An RI is any contravention of the
NHBC technical standards or building regulations recorded at any key build stage or frequency visit.
Our target is a score of 0.26 or less.
Construction Quality
Review (CQR)
An independent, site-based review undertaken by NHBC of the quality of construction. The CQR
score is the average score received within the period across all reviews carried out on sites registered
with the NHBC. Our target is a score of 4.0 or greater.
Employee
satisfaction score
The Vistry Group employee survey, run by Workday Peakon Employee Voice, covers a number
of different topics, including various drivers, all of which contribute towards the overall sense of
engagement amongst our teams. Surveys are run twice per year, with employees scoring their
responses on a scale of 0-10. The Group targets an average score of 7.0 or above.
Voluntary turnover
The number of employees who resigned from the organisation as a percentage of the average total
number of employees in the year.
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Vistry Group PLC
OTHER KEY DEFINITIONS AND TERMS
continued
TERMS DEFINITION
Accident Incidence rate
(AIR)
The number of reportable accidents divided by the average number of people on site x 100,000.
Service Strike Incident
Rate (SSIR)
The number of reportable accidents divided by the average number of people on site x 100,000.
Scope 1
Greenhouse Gas (GHG)
Emissions
Scope 1 emissions include natural gas, fuels utilised for transportation operations, such as
company vehicle fleets, and grey fleet and are measured in tCO2e.
Scope 2
Greenhouse Gas (GHG)
Emissions
Scope 2 emissions include location based purchased electricity and are measured in tCO2e.
Scope 3
Greenhouse Gas (GHG)
Emissions
Scope 3 emissions include category 6 business travel and are measured in tC02e.
Net zero Net zero is when any remaining GHG emissions are neutralised through carbon removals.
Affordable home
completions
Affordable homes include social rent, affordable rent, intermediate rent, private rented sector,
right to shared ownership, right to buy, rent to buy, shared ownership, first home/discounted
market sale.
Annual Report and Accounts 2023
|
33
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
South Oxhey, Podium Gardens
SECTION 172(1) STATEMENT
34
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Vistry Group PLC
The Board of Directors, both collectively and individually,
confirm that during the year under review, it has acted to
promote the long-term success of the Company for the
benefit of its members as a whole and other stakeholders.
The Board understands all of its duties under the Articles of
Association and those codified in law namely section 171 to 177
Companies Act 2006 and in particular has due regard to the
matters set out in section 172(1)(a) to (f) of the Companies Act
2006 (Section 172(1)).
BOARD DECISION MAKING & STAKEHOLDERS
The Board appreciates the ownership of stakeholder
engagement and the key part it plays in our Company strategy.
We believe that good decision making includes considering
our stakeholders and through knowing, understanding and
engaging with them we get to share their priorities,
expectations and concerns. This sets the tone for transparency,
accountability and openness and together we can achieve our
strategic ambitions.
This Section 172(1) statement should be read in conjunction
with Our stakeholders and engagement on pages 88
to 91. Here we provide details of our stakeholders and the
channels used to ensure the Board builds an understanding
of the issues that are most important to each stakeholder
group and pages 85 to 87 of the Governance report which
explains principal decisions made by the Board and further
details about the decision-making process demonstrating
how they discharged their duties under Section 172(1).
OUR STAKEHOLDERS ARE:
PEOPLE CUSTOMERS PARTNERS INVESTORS HOMES AND
COMMUNITIES
REGULATORS SUPPLY
CHAIN
The table below details where you can read more within the Annual Report and Accounts on how the Board has discharged its
Section 172(1) duties this year.
SECTION 172(1) FACTOR RELEVANT DISCLOSURES
A
Consequence of any decision in the
long term
• Company purpose 1
• Our business model 18 to 23
• Strategic pillars 20
• Board activities 80 to 82
B
The interests of the Company’s employees
• Company purpose, values, culture 82 to 83
• Diversity and inclusion 45 to 46
• Employee engagement 88 to 89
• Sustainability report 35 to 50
C
The need to foster the Company’s business
relationships with suppliers, customers
and others
• Anti-bribery and corruption 58
• Modern slavery 37 and 58
• Sustainability report 35 to 50
• Stakeholder engagement 88 to 91
D
The impact of the Company’s operations
on the community and the environment
• Net zero carbon homes 40
• Skills academies 41
• TCFD disclosures 51 to 57
• UN Sustainable Development Goals disclosures 48 to 49
• Charitable giving 83
E
The desirability of the Company
maintaining a reputation for high standards
of business conduct
• Awards and recognition 83
• Culture and values 43, 82 to 83
• Risk management and control framework 60 to 67
• Speak Up Whistleblowing Policy 37
F
The need to act fairly as between members
of the Company
• Driving enhanced returns for shareholders 22
• Shareholder engagement 90 to 91
• Annual General Meeting 73 and 212
• Rights attached to shares 141 to 142
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
35
Look out for our more detailed disclosures on sustainability in our stand-alone Sustainability Report due to be published later
this year.
Following the Combination with Countryside in 2022 (the Combination), we have course corrected our Sustainability Strategy
to ensure it is appropriate for an organisation of our size and structure. Highlights from the year are shown in the table below.
SUSTAINABILITY HIGHLIGHTS FROM 2023
HIGHLIGHT WHAT THIS MEANS FIND OUT MORE
Creation of
Sustainability
Committee
The Committee ensures effective implementation
of Sustainability Strategy and performance
against targets.
See page 36
Double materiality
assessment and integrated
sustainability strategies,
taking the best from both
We identified the sustainability issues most
important to our Group and designed our revised
strategy around these issues.
See page 36
Sustainability report
to be published
summer 2024.
Reset science-based
targets, including a net
zero target
Our carbon reduction targets are in line with
the Paris agreement, approved by a respected
independent organisation and aligned to our
enlarged 2022 baseline.
See page 38
Commenced projects
with over 600 zero carbon
ready (in-use) homes
We’re delivering these homes at scale which is
providing us with learning opportunities to ensure
we are prepared for forthcoming regulations.
See page 39
299 learners passed
through our on-site
skills academies
We’re inspiring and supporting new entrants into
the industry. Helping to tackle the industry skills
gap and providing employment opportunities to
those not in education, employment or training.
See page 41
‘Top Employer’ with the
Top Employers Institute
for 2024
This accreditation for 2024 noted our
score increasing 7% since 2023 and taking us to
6% above the benchmark. This recognises our
people strategies and workplace environment.
See page 43
OUR
PEOPLE
MOVING
FORWARD
IN 2024
PROGRESS
IN 2023
OUR UPDATED
APPROACH TO
SUSTAINABILITY
1
2
3 4
SUSTAINABILITY REPORT
“Our purpose as a responsible developer is to work in partnership
to deliver sustainable homes, communities and social value,
leaving a lasting legacy of places people love.”
HOW WE’VE APPROACHED THIS SUSTAINABILITY REPORT
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Vistry Group PLC
PURPOSE
We operate a capital light Partnerships model and are
committed to creating quality new homes through the
development of sustainable new communities and our
approach to sustainability helps bring this to life.
See page 39 for an example of how our partnership work
is helping to deliver affordable, energy efficient and timber
frame homes at scale and see page 41 for an overview
of our approach to place making and developing
sustainable communities.
To ensure a Group-wide focus on the delivery of quality new
homes and the development of sustainable new communities,
we have linked several sustainability performance targets
to remuneration.
MATERIALITY
During the year, we completed a double materiality
assessment. This looked at both dimensions of impact and
financial value; recognising that an organisation can both
affect, and be affected by sustainability topics. More details
on the materiality process and findings will be published
in our Sustainability report which will be available on our
corporate website during 2024. This involved engaging
with 340 stakeholders, including partners, clients, supply
chain, investors and our people, to gain insight into their
expectations of us relating to sustainability. We will review
the materiality assessment on an annual basis.
GOVERNANCE
Our Sustainability Committee was formed in 2023. The objective of this Sustainability Committee is to make recommendations
to the ELT relating to the effective implementation of our Sustainability Strategy and our performance against targets.
OUR UPDATED APPROACH TO SUSTAINABILITY
STRATEGY
Our revised Sustainability Strategy has two strategic pillars and each includes the priority issues with associated key
performance indicators and targets (see page 48):
STRATEGIC PILLAR DEFINITION
Climate and resources Working to be a net zero organisation by 2040 and improving operational processes to manage
and reduce waste in line with the waste hierarchy and embracing circular economy principles.
Reducing the environmental impact of the materials we use in our operations. Designing and
delivering house types that minimise greenhouse gas (GHG) emissions, running costs and
environmental impact through the use of offsite construction.
Building communities By placing people and communities at the heart of our decision-making process, we build
sustainable communities that last and flourish. To ensure that everyone’s needs remain central,
from master-planning and design, through to building and aftercare, working closely with
communities and stakeholders throughout the development journey.
OVERSIGHT AND ULTIMATE DECISION MAKING
BOARD OF DIRECTORS
OVERSIGHT AND MONITORING
ELT
DECISION MAKING
SUSTAINABILITY COMMITTEE
DELIVERY
HEAD OF SUSTAINABILITY
REGIONAL SUSTAINABILITY LEADS
HEAD OF SOCIAL VALUE
HEAD OF TECHNICAL INNOVATION
1
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
37
SUSTAINABILITY REPORT
continued
INDEPENDENT ASSURANCE
The Group engaged DNV Business Assurance Services UK
Limited (DNV) to undertake independent limited assurance
of 2023 sustainability data. The scope of assurance was
increased in 2023 to include additional metrics and was
completed in line with the International Standard on
Assurance Engagements 3000.
DNV’s full Assurance Statement and supplemental
information is available at www.vistrygroup.co.uk/
sustainable-approach/policies-and-publications.
The following table explains the metrics within scope of
limited assurance:
METRIC
Total Scope 1 GHG emissions (Elements included in
scope 1 include: natural gas, biomass, company cars,
leased vans and fuel utilised for operations) (tCO2e)
Total Scope 2 GHG emissions (purchased electricity)
Location based (tCO2e)
Scope 3 GHG emissions -
Category 6 business travel and private vehicles (tCO2e)
Scope 3 GHG emissions -
Category 11 use of sold products - Regulated (tCO2e)
Women in workforce (%)
Number of individual learners who passed through
skills academies
Total non-hazardous construction waste produced
in tonnes.
% of non-hazardous waste diverted from landfill
ETHICAL AND RESPONSIBLE BUSINESS
Modern slavery
We recognise that modern slavery can occur in the
construction industry. We operate an Anti-Slavery and Human
Trafficking Policy which outlines our zero-tolerance approach
to modern slavery and human trafficking and supports our
efforts to combat modern slavery.
Our Sustainability Committee oversees the Group’s approach
to eliminating modern slavery from the business.
Our people are required to complete a dedicated modern
slavery awareness training which provides guidance on
understanding modern slavery in the construction industry,
how to spot the signs of modern slavery, contact details for
relevant agencies and details of our Speak Up hotline.
We were pleased that no reports of modern slavery within
the Group were made to the hotline in 2023, however, we do
not take this for granted.
We are a partner with Supply Chain Sustainability School and
are a member of the Modern Slavery Engagement Programme
which aims to increase awareness and provide guidance and
training to our supply chain.
We have also pledged our commitment to the Gangmasters
and Labour Abuse Authority Construction Protocol.
Our supply chain onboarding process ensures that our
suppliers and subcontractors confirm compliance to the
Modern Slavery Act, provide details of their own modern
slavery policies and are aware of our modern slavery
commitments and expectations.
Ethics
Our Ethical Code of Conduct Policy was updated in January
2024 and outlines our commitment to high ethical and
moral standards and the responsibility framework we
have embedded to deliver our standards and appropriate
behaviours. The responsibility framework is delivered
through this Code and the supporting policies which set out
the Company’s approach to Anti-bribery and Corruption,
Anti-Fraud, Anti-money laundering, Equal opportunities and
Whistleblowing. In addtion, the independent confidential
reporting service, our Speak Up hotline, is operated by an
independent third party, Ethics Point, and can be used by
employees to report suspected wrong doing including
concerns in relation to modern slavery.
Speak up helpline
0800 069 8071
vistrygroup.ethicspoint.com
up
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Vistry Group PLC
CLIMATE AND RESOURCES
ENERGY AND GREENHOUSE GAS EMISSIONS
Carbon Disclosure Project
(CDP)Score: A-
0.6% reduction in scope 3
emissions per 100m2.
TARGET SETTING
Following the Combination and after re-baselining our carbon
footprint, the SBTi (Science Based Targets initiative) has verified
both our net zero science-based targets and our near-term
science-based targets.
Our updated targets are:
• 42% reduction in absolute Scope 1 and 2 GHG emissions by
2030 from a 2022 base year.
• 51.6% reduction in Scope 3 GHG emissions per m2 of
completed housing by 2030 from a 2022 base year.
• Commitment to achieve net zero by 2040.
During the year, we updated our Carbon Action Plan to
ensure a consistent approach to Scope 1 and 2 GHG emissions
reduction across the combined Group.
Our Carbon Action Plan can be read on our website.
We have also updated our roadmap to delivering net zero.
homes, a significant part of our Scope 3 GHG emissions, which
can be seen on page 40. We will publish a full transition plan
during September 2024.
Table of scope 3 emissions:
SCOPE 3 GHG EMISSIONS BY
CATEGORY (TCO2E)*
2023 2022
Purchased goods and services 10,238 10,784
Capital goods 524,920 561,593
Fuel and energy related activities 6,763 6,601
Upstream T&D 78,384 83,860
Waste generated in operations 1,546 2,006
Business travel 412 245
Employee commuting 2,502 2,414
Use of sold products -
(Regulated)
1,195,930 1,274,543
Use of sold products -
(Un-regulated) 325,361 371,789
End of Life 58,279 62,351
Total
2,204,336 2,376,187
Intensity (tCO2e/100m2 of
completed floor area)
1.58 1.59
* Our Scope 3 GHG emissions include 10 of the 15 categories
included in the GHG Protocol. Other categories are not
material to our business.
PROGRESS IN 2023
GHG EMISSIONS PERFORMANCE*
We have seen a reduction in absolute Scope 1 and 2 GHG emissions of 5.30% between 2021 and 2023. However, there has been
an increase from 2022 to 2023 of 8.8%. This increase is due to us reducing the use of HVO fuel between 2022 and 2023 due to
lack of availability and volatile pricing. Whilst alternative fuels will play a part in our carbon action plan, our focus is on reducing
consumption and improving efficiency. We saw a 0.6% reduction in Scope 3 GHG emissions intensity from 1.59 tCO2e per 100m2
in 2022 to 1.58 tCO2e in 2023. This was primarily due to reductions in emissions associated with energy consumed in homes
(use of sold product).
Our roadmap to net zero carbon homes on page 40 shows how further reductions will be achieved.
SCOPE 1 SCOPE 2 SCOPE 1 & 2
GHG EMISSIONS TCO2E
LOCATION BASED
TCO2E
LOCATION BASED
TCO2E/100M2**
ENERGY USE
MWH
2021* tCO2e 24,469 4,730 - 133,039
2022* tCO2e 21,519 3,889 1.9 128,171
2023 tCO2e 23,633 4,017 2.4 128,524
* Restated to account for Vistry and Countryside GHG emissions. 100% of our Scope 1 and 2 emissions are UK based. Combined
data for completed floor area is not available for 2021. We have followed the GHG Reporting Protocol - Corporate Standard as
a methodology to calculate GHG emissions.**of completed floor area.
2
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
39
SUSTAINABILITY REPORT
continued
WASTE AND RESOURCE EFFICIENCY
97% non-hazardous waste
diverted from landfill
6.34 tonnes waste
per 100m2
Our approach to waste reduction focuses on design,
working with suppliers and implementing standard
operating procedures.
During 2023, we ran a waste research project to examine the
waste produced during each stage of the build process.
The project isolated two standard house types, located in
Cam, Gloucestershire. All waste from the project was stored
and examined. This has enabled us to understand exactly how
much waste was produced by each trade, at each stage
in the process. We were also part of an industry research
group, facilitated by Supply Chain Sustainability School
that identified opportunities to reduce packaging waste.
The research findings will be used to develop an updated
waste strategy to be launched in 2024.
We have seen a reduction in tonnes per plot of non-
hazardous construction waste, as shown in the table opposite.
This has been achieved through improved reporting of
performance, leading to increased engagement, increased
focus as part of SHE inspections and working with our waste
contractors who supported our teams to implement waste
reduction measures. In 2024, we will launch a revised waste
and resources strategy to help us meet more stretching
targets, including focussing on circular economy principles.
2023 WASTE PERFORMANCE
YEAR
NON
-
HAZARDOUS
CONSTRUCTION WASTE*
TOTAL NON
-
HAZARDOUS
CONSTRUCTION WASTE
DIVERTED FROM LANDFILL
2022 7.5 tonnes per plot 98%
2023
88,487 tonnes
5.5 tonnes per plot
6.34 tonnes per 100m
2
*
97%
SUSTAINABLE AND LOW CARBON HOUSING
98% new homes at least
EPC B
Average SAP Rating 84
>600 homes zero carbon ready
(operational energy) across
four sites commenced
We have been developing robust specifications for new
building regulations focussed on energy efficiency and
overheating. This has included standard designs for both
masonry and timber frame specifications. We have developed
our standard timber frame designs to help us scale up our
factory production to help meet a capacity of c. 8000 factory
built timber frame homes per year.
During the year, and with our partners, we have commenced
more than 600 homes that are zero carbon ready (in
operation) and constructed from timber frames, reducing
both operational carbon emissions and embodied carbon.
We have developed comprehensive case studies for the
Future Homes Hub and collaborated in providing lessons
for the wider industry – including delivering professional
development sessions for SME housebuilders to help them
prepare for challenges of new regulations.
* Total non-hazardous construction waste per 100m2 of
legally completed build area. Waste produced and carried
from development sites. Excludes waste removed by our
groundworker suppliers.
BUILDING COMMUNITIES:
FUTURE HOMES NORTH WHITELEY
This is a site of 54 homes built to the AECB
standard in both timber frame and masonry,
for Winchester City Council, as part of their
commitment to become carbon-neutral.
These have a design airtightness of 1.5m3/h/
m2 @ 50Pa, and therefore include Mechanical
Ventilation with Heat Recovery (MVHR)
and special airtightness detailing, including
Passivhaus loft hatches.
www.futurehomes.org.uk/north-whiteley
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Vistry Group PLC
2025
Part L FHS
comes into
effect.
2021
Vistry’s carbon
emmisions
reduction
strategy.
2030
Net Zero
Carbon -100%
CO2 on homes
built on new
developments.
DECEMBER 2023
Government
FHS technical
consultation
released.
2026
Part L FHS
transitional
period ends.
15 JUNE 2023
Part L, F and
O transitional
period ends.
2050
UK net zero
target.
2024
Part L FHS
Regs made -
75-80% CO2.
15 JUNE 2022
Part L, F and O
2021 come into
effect - 31% CO2.
DECEMBER 2021
Part L, F and O 2021
Regs made.
2040
Net Zero
Carbon Homes
construction -
100% CO2 + Zero
Carbon Homes
(Construction).
BUILDING COMMUNITIES
SOCIAL VALUE AND COMMUNITY IMPACT
We deliver project specific social value plans to ensure
our approach is aligned with the needs of our partners
and local communities – for example Our South West
team worked with ‘The Check Out Lounge’ which
provides prison inmates with valuable skills, training
opportunities, employment opportunities and supportive
services helping them reintegrate into society through
meaningful soft skill sessions.
Read more about this project on page 48.
We have increased the use of the the social value portal.
The portal provides a standardised framework that
is evidence-based and impact-driven and helps us to
measure the impact of our projects.
The full Social Value Portal 2023 report is available on
our website.
We have quantified the social value return on investment
on 70 projects across the Group during 2023. During 2024,
we will extend this to all projects. In 2023, across these 70
projects we delivered £86.2m social and local economic
value (SLEV) as per the Social Value Portal (any annual
Social Value Portal data is reported on from 1 Nov 2022 –
31 Oct 2023 based in Social Value Portal reporting period).
SOCIAL VALUE TABLE
THEME SLEV
JOBS
Promote local
skills and
employment
£8,056,787
GROWTH
Supporting
growth of
responsible
regional business
£76,728,791
SOCIAL
Healthier,
safer and
more resillient
communities
£1,013,942
ENVIRONMENT
Decarbonising
and safeguarding
our world
£258,273
INNOVATION
Promoting social
innovation
£132,850
VISTRY’S ROADMAP TO NET ZERO HOMES
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
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41
SKILLS ACADEMIES
The Vistry Plus Skills Academy (VPSA) has been designed
to respond to the nationwide skills shortage affecting the
construction industry. The academies are set up on site
to deliver and provide entry routes to apprenticeships,
employment, training and mentoring to local community
members as well as engaging with job centres and schools.
We continually adapt the approach of each of our academies,
in line with the industry skills shortages, future skills
requirements and the local demographic needs we are
developing within. There are three broad aspects associated
with running the VPSAs:
• Encouraging people into the academies and generating
excitement around the sector. This is typically though
engagement at job centres and careers fairs.
• Working to get learners successfully through the courses.
• Support given to learners after completing, to support them
into employment.
Across our nine current academies, of which four opened in
2023, we had 299 learners complete pre-employment courses
in varying disciplines: groundworks; carpentry; brickwork;
health & safety; multi trade; and introduction to construction.
Along with training courses, the academies have also
facilitated school visits and community group taster days.
PLACEMAKING
Behind everything we do at Vistry, our unifying purpose is
to deliver sustainable homes, communities and social value,
leaving a lasting legacy of places people love. This means
thinking beyond just building houses to also thinking critically
about the social and digital infrastructure, the transport and
green spaces that will answer local needs and engaging and
empowering the communities around us. To help create
places people love, we implement the ‘Building for a Healthy
Life’ approach, and our own in-house ’building communities’
approach to placemaking.
SUSTAINABILITY REPORT
continued
BUILDING COMMUNITIES:
YOUNG RESEARCHER PROGRAMME
Background
The Young Researcher in Residence programme, delivered
in partnership with London School of Economics and
Make Space For Girls, promotes an inclusive approach
to placemaking by enabling young people, whose voices
have traditionally been under-represented in the planning
and design process, to take an active role in shaping
their local environment via paid micro-apprenticeship
placements where they learn the skills and techniques to
directly participate in place-making.
The innovative 12 month programme was led and
delivered by Countryside Partnerships and co-funded
by four of our core development partners-Sigma Capital,
MTVH, L&Q and Clarion Housing Group. The programme
was locally anchored to five Countryside Partnerships
projects: Beam Park, London Borough of Barking
and Dagenham; Ashmere, Ebbsfleet Garden City;
Clapham Park, London Borough of Lambeth; South
Kilburn Estate, London Borough of Brent; Spencer’s
Park,Hemel Hempstead.
Our activity
57 young people participated in the programme
including 20 Young Researchers who were recruited
to undertake paid micro-apprenticeships including
an intensive six week placement, underpinned
by a curriculum composed of readings, lectures,
consultation and surveying activities, site and mapping
visits investigating public space and imagining new
ways of designing public spaces in their localities.
A strategic, programme-level recommendations paper,
‘Young Researchers in Residence’ co-authored by the
Young Researchers, was launched in October 2023. 
This report encapsulates key findings aimed at creating
sector-wide solutions to planning and designing in
partnership with young and under-represented groups.
Local, site-specific design solutions identified by the
Young Researchers in Residence will be integrated into
future phases of Countryside Partnership’s large scale
regeneration projects and will help shape the design of
pipeline projects.
Our impact
As well as providing young people with a range of new
skills and techniques, the programme aims to provide
an introductory insight into roles and careers within
the built environment. Importantly, it seeks to promote
inclusivity in the built environment. The programme also,
uniquely, draws together industry, higher education and
charity sectors into one single programme showing a
leading way to collaborate across sectors for the same
common aim.
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Vistry Group PLC
BIODIVERSITY
During 2023, we have continued to develop project specific
biodiversity action plans through our ISO14001 environmental
management system. We have continued to work with the
Bat Conservation Trust to deliver internal training and design
advice to support bats in our developments. We have also
continued to deliver our ’pollinate in partnerships’ initiative,
designed to address the population decline of pollinators
across 16 developments.
We have focussed on preparations for the Biodiversity Net
Gain (BNG) regulations. BNG seeks to leave the natural
environment in a measurably better state than it was before
development. This has included developing Group guidance
notes and internal training, accounting for BNG in land
appraisals, working with the Future Homes Hub to engage with
government and provide a cross sector view of the legislation
and engaging with organisations that can provide a BNG unit
for when improvements cannot be realised on site.
AFFORDABLE HOMES
We aim to deliver a year-on-year increase in additional
affordable homes beyond policy (Section 106) compliance.
The tenures included in affordable housing are: Social Rent,
Affordable Rent, Intermediate Rent, Private Rented Sector,
Right to Shared Ownership, Right to Buy, Rent to Buy, Shared
Ownership, First Homes/Discount Market Sale. In 2023, we
delivered 2,470 additional affordable homes.
TOTAL ADDITIONAL
AFFORDABLE HOMES COMPLETED 2022 2023
Vistry Group 898 2,470
SOCIAL VALUE IN ACTION:
COMMUNITY BAT TALK & WALK
Orton Copse, Peterborough, Vistry South East Midlands
Background
Including the provision of a bat barn, bat pole roosts, and
roosts on the new dwellings within the site boundary, it
was important to Vistry South East Midlands that they
engaged with residents to educate them on all things bats
in the area. The local community was therefore invited to
join a Bat Talk & Walk with members of the project team
and a local expert from the Cambridgeshire Bat Group.
Our activity
The 2 hour session consisted of an informative
presentation all about bats, learning about bat feeding
habits, how they roost and how they have evolved in their
individual habitats. The Social Value Coordinator and Site
Manager described the landscaping of the development
and how the purpose-built (Homes England) Bat Barn,
poles, and the individual roosts, are providing alternative
roosting opportunities for the bats since the demolition of
the existing buildings.
After the talk, the group progressed outside to the Bat
Barn and nearby pond, where individuals were able to
‘have a go’ with the echo-location bat detectors. 15 or so
Common Pipistrelles were heard throughout the evening,
commuting and feeding.
Our impact
Events such as this enable Vistry to educate residents on
habitats local to them, with the view that they will
be better understood and preserved, supporting the
local environment.
“I appreciate the efforts being made to put on events and
involving neighbours surrounding the site. It was amazing
hearing the bats on the detectors. The presentation and
talk was very informative - what a lot there is to learn’’
Pam - resident
SUCCESS STORY
14 members of the public attended. 15 bats were detected throughout the 2 hour event.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
43
As our business has evolved and our corporate structure
has changed, so has our approach to our people. We want
to create an inclusive environment where our people can
thrive, develop and excel in what they do. We believe this is
the cornerstone to delivering excellence to all of
our stakeholders.
During the year, we developed a refreshed
People Strategy which examined and updated
the internal structure of the business so that it
is ready to embrace the future in line with the
business model.
Our change of strategic direction resulted in an overhaul of
the internal structure/architecture of the business to look
forward and embrace the future.
As of 31 December 2023, the Group directly employed
4,523 people (2022: 5,213). For 2022 this number included
some 1,988 colleagues who joined the Group following
the completion of the Combination with Countryside in
November 2022.
AN EMPLOYER OF CHOICE
We are pleased to confirm that we have again achieved
certification as a ‘Top Employer’ with the Top Employers
Institute for 2024. This accreditation for 2024 took us to 6%
above the benchmark.
As part of this process, we were provided with a dashboard of
suggested areas where we could make further improvements
to our overall People Strategy. To address this, we continue
to enhance people technology to support personal
development plans, create communities for knowledge and
best practice sharing and use clear KPIs to measure the
effectiveness of our development programmes.
During 2023, we launched our digital PDR (personal
development review) process and have made a facility
available through wage stream for employees to draw down
a portion of their monthly salary prior to pay day.
We continue to enhance the digitalisation of our people
processes making our employee self-service, MyView system
available to all employees. We have also incorporated several
of Countryside’s people processes and policies to ensure
a best practice approach across the enlarged Group.
COMMUNICATION AND ENGAGEMENT
Throughout the year, we have recognised the importance of
keeping employees informed of our progress, particularly
given the Combination and changes. Our cohort of Employee
representatives across the Group have been involved in
several collective consultation processes to ensure a fair and
transparent approach to the Combination and feedback from
employees was also gathered during in-person employee
roadshows hosted by members of the ELT in autumn 2023.
Our Vistry Employee Value Proposition - ‘Making Vistry’
continues to showcase what Vistry stands for as an employer.
This is based on Peakon employee engagement survey
results and feedback from focus groups and during one-on-
one interviews.
This year, the total employee turnover rate (which includes
dismissals and a number of redundancies) increased to 30.5%
(2022: 21%). Voluntary employee turnover (resignations)
decreased to 15.9% (2022: 17.7%). This is reflected in our
stability index which has increased to 89% (2022: 82.6%).
Our stability index measures the retention of experienced
employees and is the percentage of employees who have
been employed for more than 12 months as a percentage of
all employees at the end of the year.
Our latest engagement score in November 2023, which is
measured via our Peakon surveys, decreased to 7.6. This was
expected, with the integration of Countryside, the market
conditions and numbers of redundancies. We saw a slight
decrease from the employee engagement survey carried out
from March 2023 which was a score of 7.8.
Employee feedback is important to us to ensure we
keep listening to our people and acting on their feedback.
A number of actions have been set for 2024 as a result of the
survey to ensure we follow up on our people’s feedback and
to continue to improve the overall employee experience.
During 2024 we are seeking feedback from our employees
on what it is like to be part of Vistry to enable us to set the
right culture that links to our values of Caring, Integrity and
Quality. We are also implementing regional and divisional
engagement groups to improve two-way communication,
feedback and cross departmental working. As part of our
recognition strategy, we will be holding Vistry Awards in April
2024 to celebrate and recognise the truly remarkable things
that our people do. Our Wellbeing Strategy will be relaunched
to highlight the range of benefits available that support all
areas of wellbeing, along resources and details of upcoming
events and initiatives. Our people play a significant role in the
Group’s success and undoubtedly their pride in the Group has
contributed to our strong HBF 5-star customer satisfaction
score. Likewise, our Glass Door rating from an employee
perspective remained positive at 4.4.
REWARDS
There is active engagement on workforce remuneration.
During 2023 we:
• Introduced a minimum 4% pay rise for employees.
From January 2023 the COL (cost of living allowance) became
a permanent part of all annual salaries under £60k.
• Reviewed and enhanced our benefits package including
increasing life assurance policies, introducing subsidised
health screening and further improving our industry leading
maternity, paternity and adoption policies.
• Moved to one Group payroll and dissolved the legacy
weekly payroll.
• Implemented new bonus schemes across the new
Group and integrated the Countryside colleagues onto the
Vistry schemes.
• Continued to be accredited as a Real Living Wage employer
following our accreditation in 2021. These rates continue to
be applied as a minimum across the Group and we continue
to review rates of pay with each annual update.
For 2024, we plan to consider how we harmonise some legacy
terms along with measuring total reward for colleagues across
the business.
PUTTING PEOPLE AT THE HEART OF WHAT WE DO
OUR PEOPLE
SUSTAINABILITY REPORT
continued
3
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Vistry Group PLC
EXECUTIVE AND MIDDLE MANAGEMENT
DEVELOPMENT AND SUCCESSION PLANNING
Our ‘Leading Better Together’ executive framework ensures
that our senior and future leaders are fully equipped with
the expertise and skills the Group needs to support
continued success. During the year, three cohorts totalling
40 senior leaders from across the business have attended our
bespoke Cranfield School of Management programme.
The ‘Future leaders’ programme is aimed at our middle,
frontline and trainee managers with potential for senior roles.
It provides essential learning pathways to develop key skills
for managers and potential leaders as well as supporting the
Group’s succession planning. During the year, 82 people, over
five separate cohorts, participated in the programme.
APPRENTICESHIPS & TRAINEE PROGRAMMES
We continue to focus on supporting our early careers and
emerging talent cohorts as well as encouraging the upskilling
of existing employees. Across the Group we have over 470
apprentice, trainees and graduates, as well people who are
upskilling through the use of apprenticeships.
PROGRESS IN 2023
• Qualifications across many disciplines, such as; quantity
surveying, accounting, legal, site supervision, civil
engineering, business administration, marketing, carpentry
and joinery, bricklaying and leadership.
• Awarded gold accreditation membership with the ‘5% Club’.
• Annual trainee programme called RISE, which offers higher
apprenticeships in Commercial, Technical and Construction.
Nine people enrolled in our 2023/24 cohort which is
offered across four areas: Quantity Surveying; Estimating;
Construction and Technical roles.
• New for 2023 - Graduate scheme (‘Pathways’) which has four
pathways: Construction; Commercial; Design & Technical
and Real Estate. 11 people enrolled onto our 2023/24 cohort.
• Online work experience programme called ‘Destiny’.
This provides ten hours of engagement across four weeks.
To date, 1,100 participants have enrolled in Destiny.
This includes 6% with a special educational need or
disability, 30% who received free school meals, and 5%
who have been in the care system.
• Collaboration with Hays to be part of their Inspire platform -
a free of charge learning resource for primary and secondary
schools engaging pupils to link their education journey
with future careers and the many opportunities available.
Inspire gives an insight into the housebuilding industry and
the range of careers available within it, and enables us to
promote Vistry as an equal opportunities employer.
LEARNING AND DEVELOPMENT
As one of the UK’s largest housebuilders we continue to provide
even more opportunities for our people to develop and progress
within the business.
Our People Strategy focusses on the development and retention
of our people. There are a range of learning solutions including
virtual classrooms, physical workshops, and e-learning modules.
PROGRESS IN 2023
• Funded 324 yearly professional memberships on behalf
of employees.
• ‘Vistry Learn’ our integrated Learning Management System
(LMS) enabled.
• Over 5,003 people to complete e-learning modules online.
DISABILITY
It is Group policy to give full and fair consideration to the
employment needs of disabled people (and people who
become disabled whilst employed by the Group) to ensure
their requirements are adequately covered and to comply
with any current legislation with regard to disabled persons.
This includes:
• the full and fair consideration of applications for employment;
• the provision of training whilst employed, and;
• ongoing opportunities for career development
and promotion.
Our approach is supported by our Dignity at Work policy
which prohibits bullying, harassment or victimisation.
PROGRESS IN 2023
• Our D&I Committee commenced a review of our
facilities with a view to ensuring they are accessible to all
employees and visitors.
• We launched a suite of D&I e-learning modules for all
employees to help drive education and understanding in
this vital area.
• The Group became a Disability Confident Committed
employer, which is a government-run scheme for
employers to demonstrate their commitment to
recruiting, retaining and developing disabled persons.
• The Group introduced Workplace Adjustment Passports.
A Workplace Adjustment Passport is a record of the
adjustments agreed between a worker who is disabled
or who has a health condition and their manager. We
are in the process of incorporating these into Vistry’s
onboarding process.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
45
PROGRESS IN 2023
• 124 female promotions were made during 2023
which included ten Director roles and three Managing
Director roles.
• We significantly improved our family leave offering
including doubling our enhanced pay for Maternity leave.
• We have continued to be an active platinum member of
Women into Construction organisation which has helped
continue to offer work experience in construction-based
roles to women.
• Ran a Women’s Development Day in collaboration with
another construction business to upskill early female talent
and share best practice.
• We have continued to run our Women’s Network with
various events through the year to educate, inspire and
inform throughout the organisation.
• We were shortlisted for WM People ‘Career Progression
for Women’ award which recognises initiatives aimed at
developing women’s leadership potential, including women’s
networks, training and return-to-work programmes.
• Applications from females across all Vistry job vacancies
have increased by 19%.
• We will continue to run an established Diversity
and Inclusion Committee, of which women are
strongly represented.
• We continue to monitor specific diversity and inclusion
questions in our bi-annual engagement survey.
SUSTAINABILITY REPORT
continued
DIVERSITY AND INCLUSION (D&I)
During the year we have focused on progressing our equality,
diversity and inclusion agenda in line with Our vision and
Our values.
During the year, we have published
our Equality, Diversity and Inclusion report.
At Vistry, we build homes and communities for people from
diverse backgrounds and we must reflect this in the make
up of our workforce, and by doing so we will continue in
‘Making Vistry’.
We have processes in place to attract and retain a diverse
workforce and we continue to rigorously review and promote
our Diversity and Inclusion policy.
OUR D&I STRATEGY FOCUSES ON 5 KEY AREAS.
1 COMMUNICATION: Providing open and transparent
communication.
2 ENGAGEMENT & ATTRACTION: Making everyone
feel part of our ‘One Vistry’ approach and valued as
an individual.
3 PRACTICES & POLICIES: Treating everyone fairly
and consistently
4 ACCESS: Creating a workplace where all feel welcome
and able to achieve.
5 EDUCATION: Building understanding, changing
attitudes and behaviours.
Our November 2023 employee engagement survey
rated the diversity & inclusion at Vistry Group at 8.2
(out of a maximum score of 10), which is 0.2 above
industry benchmark.
At Vistry, we continue to build on our inclusive culture, where
all forms of diversity are recognised for the value they bring
in Making Vistry. Our four Diversity & Inclusion Networks –
Women’s Network, Pride Network, Religion, Ethnicity and
Cultural Heritage (REACH) Network and Accessibility Allies
Network – have continued to grow to expand their reach across
the wider Group. We have recognised and celebrated various
key dates on the D&I calendar, including International Women’s
Day, Pride Month and Black History Month. We continue to
collaborate with external organisations to support our vision,
including Women into Construction, BuildForce, NHBC, Home
Builders Federation, BPIC (Black People in Construction), the
Diversity Jobs Group, WM People, the Top Employers Institute,
and the Real Living Wage.
The table below shows our gender diversity across the Group
as at 31 December 2023:
ROLE FEMALE MALE TOTAL
FEMALE
%
MALE
%
Non-Executive
Directors
1
3 3 6 50% 50%
Executive
Leadership Team
2
2 7 9 22% 78%
Senior Management
3
15 31 46 33% 67%
Other employees 1,488 2,974 4,462 33% 67%
Total 1,508 3,015 4,523 33% 67%
1
Non-Executive Directors and Executive Directors make up the Board.
2
The ELT includes the 3 Executive Directors.
3
Senior management are the ELT’s direct reports.
We have recently published our mean gender pay gap of 18.9%, a 7.2ppt
increase on the prior year and our first report on the enlarged Group.
Our gender pay gap is driven by there being more men at the higher
end of the pay scale.
www.vistrygroup.co.uk/sustainable-approach/policies-
and-publications
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Vistry Group PLC
MENTAL HEALTH AND WELLBEING
The Group has a dedicated section on the internal intranet
providing mental health guidance and support. This includes
links to external organisations and helplines as well as
a platform for our people to share their own personal
achievements, experiences and stories.
As part of our employee assistance programme, alongside
Aviva who provide 24/7 support, all employees have free
access to the Thrive: Mental Wellbeing App which was
deployed onto all Group owned iPhones and iPads. We have
a formal dedicated Mental Health Committee whereby
members are charged with raising awareness of mental health
issues that affect those in our industry.
The Group has a network of health and wellbeing champions
in each business unit with aims of further supporting mental
health and wellbeing initiatives, and there are more than 200
trained volunteer Mental Health First Aiders.
HEALTH AND SAFETY
During 2023, we carried out 3,928 internal SHE site inspections
(2022: 3,016). The Group compliance target is 76% and we
achieved 82%. To reinforce our commitment to safety, we are
a Building a Safer Future Registered Signatory. We also work
closely with Build Force, an organisation set up to create
formal pathways between the military community and the
construction industry. Their aim is to establish direct links
with employers like Vistry and provide visibility on careers
in the construction sector and the training required to
access them. We also operate an Armed Forces Mentoring &
Coaching Programme to help those with a keen interest in
health and safety gain important practical experience and
make the transition into the construction sector.
ACCIDENT INCIDENT RATE
Whilst it is difficult to completely mitigate risk, we believe
injuries are avoidable. We work tirelessly to maintain excellent
standards across our sites, making them safer for our
workforce. This helps us to maintain an accident incident rate
(AIR) that sits below the construction industry benchmark.
Vistry started the year with an AIR of 219, which was already
below the Health and Safety Executive (HSE) construction
industry benchmark of 329 and we finished the year on 175.
Utility strikes (also known as service strikes) continue to be
an industry concern and remains a focal point for Vistry.
Our Service Strike Incident Rate (SSIR) at the end of 2023
decreased to 349 compared to the previous year (2023: 454).
This table shows health and safety performance across a
rolling 12 month period at the end of December 2023:
2023
Accident Incident Rate (AIR) 175
Service Strike Incident Rate (SSIR) 349
AIR and SSIR calculations in this table are based on number
of reportable accidents divided by number of people on
site x 100,000.
DIVERSITY IN JOB APPLICANTS
2023 VS 2022
This infographic summarises the diversity of applicants to Vistry
Group job vacancies from the period of January 2023 to October
2023 compared with the same period in the previous year.
ETHNICITY
Applicants who stated
their ethnic origin to be
one of the following:
• Asian/Asian British
• Black/African/
Caribbean/Black British
• Mixed/multiple ethnic
groups
• Other ethnic group
up 48%
GENDER
Applicants who
stated their gender
to be female,
non-binary
or other.
up 24%
SEXUAL ORIENTATION
Applicants who
stated their sexual
orientation to
be bisexual, gay,
lesbian or other.
up 14%
DISABILITY
Applicants that
answered ‘yes’ to
having a disability.
up 28%
CARE GIVERS
Applicants that
answered ‘yes’ to
being a care giver.
up 20%
ARMED FORCES
Applicants that
answered ‘yes’ to
having been or
currently in the
Armed Forces.
up 39%
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47
FOCUS ON PRIORITY ISSUES
Work with our partners to ensure sustainability and social
value plans are aligned to their goals. We’ll also review our
materiality assessment annually to ensure we’re focussed on
the most important issues.
MAKE SUSTAINABILITY BUSINESS AS USUAL
Include sustainability and social value throughout our
standard operating procedures and procurement to ensure
it becomes business as usual.
4
MOVING FORWARD IN 2024
SUSTAINABILITY REPORT
continued
EFFICIENTLY COLLECT ROBUST DATA
Use automated systems to collect and report data, and we’ll
continually review the scope of data assurance to ensure
relevant data receives limited assurance.
CREATE A SUSTAINABILITY TEAM OF 25,000
Provide training opportunities to all of our people and
supply chain to help them upskill to play their part in making
our strategy a success.
TELL GREAT STORIES
Share case studies and learning from our experience to
inspire and support others on their sustainability journey.
BUILDING FOR HEALTHY LIFE
We have followed the ’Building for a Healthy Life’ Design
Code on all Partnerships projects during 2023 and
from 2024, we will extend the code to all new projects.
The design code enables those involved with our
developments to focus their thoughts, discussions and
efforts on the things that matter most when creating good
places to live.
Benefits of following the design code include:
- Proactive masterplanning to improve the design of
schemes, and placemaking.
- Encourages engagement with the community and a
better understanding of the site’s context.
- Helps focus on active travel (healthier lifestyles), air
quality, and biodiversity.
Two of our developments have won the Building
for Healthy Life Award: Rochester Riverside and
Cliveden Village.
OUR SUSTAINABILITY STRATEGY WILL USE THE FOLLOWING ENABLERS, WE WILL:
Rochester Riverside
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Vistry Group PLC
ISSUE 1 ENERGY AND GHG EMISSIONS
2 WASTE AND RESOURCE
EFFICIENCY
3 SUSTAINABLE AND LOW
CARBON HOUSING
SDG
TARGETS
Reduce Scope 1 and 2 GHG
emissions by 42% by 2030 against
a 2022 baseline.
Reduce Scope 3 GHG emissions by
51.6% per 100m2 by 2030 against a
2022 baseline.
Net zero across Scope 1, 2 and 3
GHG emissions by 2040.
Set a target for supply chain (based
on spend) to set science-based
targets by 2030 aligned with SBTs.
Set a target internally and for
our supply chain to be signed up
and active with the Supply Chain
Sustainability School.
Achieve waste intensity of
<6.5t/100m2 in 2025 and <1.9t/
m2 by 2030.
From 2025, divert 98% of waste
from landfill and set a target
to encourage transition to a
circular economy.
Achieve reduction in CO2e in new
homes planned from 2025, in line
with the Future Homes Standard.
Achieve <96L of water per person per
day in new homes by 2030.
Complete at least one post occupancy
evaluation project each year from 2024.
Develop capacity to deliver c. 8000
timber frame homes per year in
our factories.
OUR UPDATED SUSTAINABILITY AND SOCIAL VALUE TARGETS
The table below shows performance targets for the sustainability issues, identified as material through our materiality assessment,
and includes the relevant SDGs.
Background
HMP Exeter hosted the ‘Check Out Lounge’ to support
and equip inmates with the necessary tools and
resources to rebuild their lives through meaningful
soft skill sessions. Despite the uncertainty they face,
candidates displayed remarkable dedication and
enthusiasm, demonstrating their eagerness to improve
their lives and contribute positively to the workforce.
Our activity
Vistry Cornwall South West’s Social Value Coordinator
had the privilege of interacting with promising
candidates in groundworks, roofing, and labouring.
The knowledge and drive was truly impressive and
was evident that with the right support and guidance,
these individuals could become valuable assets to
the workforce.
The event underscored the importance of providing
opportunities for offenders to rebuild their lives.
The event showcased the value that inmates can bring
to industries like construction, emphasizing the need
for continued support and initiatives from employers in
the sector.
Our impact
Events like this serve as a powerful example of how
focusing on skills development and reintegration
can transform lives and provide second chances.
By supporting initiatives like this we contribute to
a more inclusive society and foster the growth of a
skilled and diverse workforce as well as mitigating
the skill shortages currently being experienced in
the region and wider industry.
EXETER HMP EMPLOYABILITY SESSION SUPPORT & CAREER FAIRS
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ISSUE 1 ENERGY AND GHG EMISSIONS
2 WASTE AND RESOURCE
EFFICIENCY
3 SUSTAINABLE AND LOW
CARBON HOUSING
SDG
TARGETS
Reduce Scope 1 and 2 GHG
emissions by 42% by 2030 against
a 2022 baseline.
Reduce Scope 3 GHG emissions by
51.6% per 100m2 by 2030 against a
2022 baseline.
Net zero across Scope 1, 2 and 3
GHG emissions by 2040.
Set a target for supply chain (based
on spend) to set science-based
targets by 2030 aligned with SBTs.
Set a target internally and for
our supply chain to be signed up
and active with the Supply Chain
Sustainability School.
Achieve waste intensity of
<6.5t/100m2 in 2025 and <1.9t/
m2 by 2030.
From 2025, divert 98% of waste
from landfill and set a target
to encourage transition to a
circular economy.
Achieve reduction in CO2e in new
homes planned from 2025, in line
with the Future Homes Standard.
Achieve <96L of water per person per
day in new homes by 2030.
Complete at least one post occupancy
evaluation project each year from 2024.
Develop capacity to deliver c. 8000
timber frame homes per year in
our factories.
SUSTAINABILITY REPORT
continued
4 SOCIAL VALUE AND
COMMUNITY IMPACT
5 PLACEMAKING 6 BIODIVERSITY 7 AFFORDABLE HOMES
Calculate a baseline for social
value in 2024 and set an
annual target for social value
delivered as a % of revenue
for 2025 and 2030.
Every new project from
2024 to produce a project
impact report.
300 learners to pass through
our skills academies in 2024.
Implement the ‘building
for healthy life’ approach
on every new project
from 2024.
Develop an approach
to post occupancy
evaluation to ensure
a cycle of continual
learning during 2024.
In line with Regulations,
from January 2024 all new
outline and full planning
applications submitted will
be able to demonstrate
at least 10% Biodiversity
Net Gain.
All new landscaping
schemes will be designed
to incorporate principles for
pollinator and habitat first
planting, such as hedgehog
highways, bird and bat
boxes and wildflowers.
Achieve a year-on-year increase in
affordable homes built beyond
policy requirements, up to 2024.
St James’ Park, Bishop’s Stortford
The VIC is a unique, sector-leading facility incorporating cutting-edge technologies
that will be used to help meet the Company’s net zero ambitions as well as the
delivery of the Future Homes Standard coming into operation in 2025.
VISTRY INNOVATION CENTRE (VIC)
Constructed using 18 different trades and 54 suppliers,
the VIC features over 100 different products and
smart technologies, providing visitors with the
opportunity to witness all the different stages of
construction and to learn about the wealth of
progressive products Vistry is using both now and
in the future to achieve carbon reduction on our
roadmap to net zero by 2040.
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Vistry Group PLC
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TASK FORCE ON CLIMATE
-
RELATED FINANCIAL DISCLOSURES (TCFD)
We are committed to minimising the environmental impact and carbon footprint of our operations and managing the risks and
opportunities associated with climate change. In accordance with Listing Rule 9.8.6(8) our disclosures in relation to the Task Force
on Climate-related Financial Disclosure (TCFD) recommendations are set out in the table below.
WE HAVE ADDRESSED GAPS IDENTIFIED IN OUR PREVIOUS DISCLOSURE AND HAVE:
•
Updated our sustainability strategy to include targets linked to opportunities, including a target for the delivery of timber frame
homes (see page 48).
•
We have improved our understanding of the risks associated with overheating and water stress and included a target in our
strategy to improve water efficiency (see page 48) and also addressed part O of building regulations to mitigate overheating risk
(see page 48).
•
In updating our scenario analysis and risk assessment, we have used the Group Enterprise Risk Model (ERM) to quantify risks.
The output of this assessment has been reviewed by our Sustainability Committee.
We have assessed the TCFD’s updated October 2021 guidance on implementing its recommendations, including ‘The Guidance
for All sectors’, and confirm that the disclosures are consistent with the TCFD recommendations and recomended disclosures.
Externally linked documents in this section provide supplementary information.
TCFD
RECOMMENDATION OUR DISCLOSURE
PRIORITIES
FOR 2024
GOVERNANCE
Describe the Board’s
oversight of climate-
related risks and
opportunities.
The Board has overall responsibility for the oversight of
sustainability and climate change and receives quarterly
updates on progress.
The Sustainability Committee evaluates the approach adopted
by the Group to identify and prioritise sustainability issues
material to the business strategy, including climate change.
The Committee makes recommendations to the Executive
Leadership Team (ELT) for approval. A Non-Executive Director is
a member of our Sustainability Committee.
The ELT and Board have approved our updated sustainability
strategy (including climate change and net zero targets).
In 2024, a
review of
Board level
sustainability
and climate
change
competency
will be carried
out and a
future training
plan will be
developed.
A flow chart
illustrating
climate change
governance
is shown on
page 36.
Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
The Chief Operating Officer is the Board member with overall
accountability for sustainability. He also chairs the Sustainability
Committee and oversees our climate-related actions. Data and
progress updates are provided by the Head of Sustainability to
the Board, Committee and ELT.
The Head of Sustainability has day-to-day management
responsibility of climate related issues and reports to the Group
Commercial Director. The Head of Sustainability has over
15 years of built environment sustainability experience,
a post-graduate qualification in Sustainable Construction and
is a Chartered Environmentalist (CEnv).
Everyone in the Group has access to a sustainability and climate
change training modules on our Learning Management System
and regular Group-wide communications help to keep them up
to date.
Manager and Executive bonuses are linked to climate change
and in 2023, it was agreed that each regional business will
nominate a director to take a lead on management of climate
change issues.
Increase
support and
training for
regional
sustainability
leads.
More
information
on climate
change link to
remuneration
can be read on
page 113.
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Vistry Group PLC
TASK FORCE ON CLIMATE
-
RELATED FINANCIAL DISCLOSURES (TCFD)
TCFD
RECOMMENDATION OUR DISCLOSURE
PRIORITIES
FOR 2024
STRATEGY
Describe the
climate-related risks
and opportunities
identified over the
short, medium, and
long term.
We appointed WTW, to support us to review and update a
climate change risk and opportunities assessment that had
previously been completed with Countryside in 2022.
We have assessed transition risks and opportunities over the
short term (2025) and medium term (to 2030) and we have
assessed physical risks over the medium (2030) and long
term (2030-2050). We have concluded our strategy is resiliant
under the scenarios considered.
The individual TCFD risks and opportunities set out below
are individually not deemed to be material risks, however
the cumulative impact of these and the wider climate and
sustainability related risk is sufficiently material for inclusion
as a Group principal risk. 
TRANSITION RISKS
For transition risks, workshops with internal stakeholders were
used to validate materiality and relative priority for potentially
higher exposure risks. The meeting covered a subset of risks/
opportunities relevant to the interviewees’ area of expertise and
were split by policy/legal, technology, and market/reputation
themes. Workshop discussions were informed by previously
completed risk and opportunities assessments and the recently
completed double materiality assessment.
The transition risks were assessed against impact, likelihood and
time horizon criteria aligned to Vistry’s ERM scales and were
considered under a low carbon economy where temperatures
are limited to 1.5°C.
Overall transition risk exposure out to 2030 is generally low-to-
moderate, with several opportunities present.
An updated
risk and
opportunity
assessment will
be completed.
See page 64.
PHYSICAL RISKS
We engaged WTW to support us to identify, assess and quantify
physical risks. We considered both chronic and acute risks.
We found that overall physical risk exposure under a 1.5°C
scenario up to 2030 was generally very low to low, with the
exception windstorms, flooding and subsidence that were
considered to have a moderate risk. We considered these
risks to be mitigated by land viability assessments and
building regulations.
Under a 4°C scenario by 2050 we found that risk of subsidence
and water stress increases to moderate and the risk of
subsidence and flooding increases to high. The majority of risk
exposure for water stress is in Central and Southern England.
These risks would be mitigated by building regulations of the
time, land viability assessments and our strategy target to
improve water efficiency. The modelling showed no clear trend in
the shift of European windstorm activity, therefore this risk does
not develop over time or under the different emissions scenarios.
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53
TCFD
continued
TCFD
RECOMMENDATION OUR DISCLOSURE
PRIORITIES
FOR 2024
Describe the
impact of climate-
related risks and
opportunities on
the businesses,
strategy, and
financial planning.
DECARBONISATION PLAN
In 2021 we launched our net zero homes roadmap in a bid
to support a swift transition to a decarbonised economy and
society by 2030 and demonstrates how we will meet our
climate targets.
PARTNERSHIPS WORK
We’re delivering net zero carbon (regulated energy) homes
at scale with our Partners, with three projects of more than
600 plots commencing during 2023. This is providing us
with learning opportunities to ensure we are prepared for
forthcoming regulations.
A transition
plan will be
published on
our website
in 2024.
Principle risk
see page 64.
Carbon action
plan (scope 1
and 2) see our
website.
Our roadmap
to zero carbon
homes can
be read on
page 40.
LAND ACQUISITION AND DEVELOPMENTS
Our Sustainability approach ensures we evaluate the long-term
climate change adaptation and mitigations risks of the land we
acquire. This includes the forecasting of increased building costs
associated with high expected energy efficiency levels and lower
embodied carbon, through timber frame construction.
FINANCIAL PLANNING
We are actively designing and delivering new house types to
meet forthcoming regulations, incurring costs that are expensed
and pricing into our site cost valuation reports (CVRs) the
future costs of implementing new technologies. The cost of
meeting these regulations is also being factored into our land
acquisition appraisals, our impairment testing for goodwill and
our viability assessments.
While incurring costs to meet the new regulations will
impact site-wide margins and our gross margin our ability to
manage and reduce such costs will give us a competitive edge
when purchasing land that requires plots to be built to the
new standards.
Physical risks: These risks and their potential financial impact are
regularly reviewed and the current cost assessment, which takes
account of input from independent experts, will be refined
as relevant industry standard pricing emerges over the next
couple of years. Given the uncertainty of when and how these
risks will materialise there is no provisioning for their cost in
our financial statements, but we do use these insights to stress
test our current supply chain and potential new methods of
construction, as well as using them to re-affirm our commitment
to our carbon reduction targets.
Net zero
(regulated)
energy home
case study on
page 39.
Describe the
resilience of the
strategy, taking
into consideration
different climate-
related scenarios,
including a 2°C or
lower scenario.
SCENARIO ANALYSIS
We stress tested the resilience of our strategy under the
following scenarios:
• ‘Low carbon world’ - keeping global warming to 1.5ºC -2ºC in
line with RCP2.6 / SSP1-1.9 & 2.6
• ‘Hothouse world’ / climate breakdown where global warming
exceeds 4ºC in line with RCP8.5 / SSP5-8.5
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Vistry Group PLC
TCFD
RECOMMENDATION OUR DISCLOSURE
PRIORITIES
FOR 2024
RISK MANAGEMENT
Describe the processes
for identifying and
assessing climate-
related risks.
The Board oversees risk management and determines the
Group’s overall risk profile and appetite for risk, including
sustainability and climate change risk, in achieving its
strategy. This includes an assessment of the Group’s
emerging and principal risks. The Risk Oversight Committee
supports the Board in the management of risk and reports
to the Board on its assessment of the effectiveness of the
Group’s risk management and internal control processes
during the year. The day-to-day management of risk is
delegated to the our regional and divisional teams, with the
risk oversight committee providing independent assessment
and consolidation for the co-ordination of the Group’s risk
management efforts.
Continue to
review risk.
Further details
of specific
climate change
risk exposure
levels have been
outlined on
page 64.
Describe the processes
for managing climate-
related risks.
As part of its annual strategic review the Board considers
the Group’s five-year financial plan, the core assumptions
underpinning this plan and how the current economic,
regulatory and sustainability environment may impact this
plan. The climate change impacts in relation to the plan are
those related to pricing the cost of climate change.
Continue to
review risk.
Our risk
management
process is
explained on
page 60.
Describe how processes
for identifying, assessing,
and managing climate-
related risks are
integrated into overall
risk management.
Climate risks were identified through workshops
with Group representation, facilitated by external
consultants WTW. Risks were then assessed using the
Group enterprise risk model.
Continue to
review risk.
Detail can be
read under our
ESG principle
risk on page
64 for how the
outcomes are
integrated into
overall risk
management.
METRICS AND TARGETS
Disclose the metrics
used to assess climate-
related risks and
opportunities in line
with strategy and risk
management process.
These were updated following a double materiality
assessment and are included in our updated
sustainability strategy.
Regional board
reports will be
issued showing
performance
against climate
change metrics.
These metrics
can be read on
page 38.
Disclose Scope 1, Scope
2, and, if appropriate,
Scope 3 GHG emissions,
and the related risks.
Our Scope 1, 2 and 3 GHG emissions and historical data is
set out on page 38.
Complete a
reivew of data
assurance
scope to
ensure it is fit
for purpose.
Our basis of
reporting
document can be
read on page 38.
Describe the targets
used to manage
climate-related risks
and opportunities
and performance
against targets.
Our targets are included in our sustainability strategy.
These include reducing carbon emissions in line with SBTi
targets, improving water and energy efficiency of our homes
and increasing the capacity of timber frame factories.
Our carbon reduction targets have been approved
by the SBTi and select carbon emissions data has achieved
limited assurance.
Regional board
reports will be
issued showing
performance
against climate
change metrics.
Carbon reduction
targets on
page 38.
Independent
assurance scope
on page 37.
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55
CLIMATE CHANGE RISK AND OPPORTUNITIES:
RISK DESCRIPTION
RISK RATING (AFTER MITIGATIONS)*
2025 2030
IMPACT LIKELIHOOD IMPACT LIKELIHOOD
TRANSITION CATEGORY
POLICY AND LEGAL
PRICING OF GHG
EMISSIONS
Carbon pricing resulting in increased
direct operating costs.
1 5 1 5
ENHANCED EMISSIONS
AND CLIMATE
RELATED REPORTING
OBLIGATIONS
Additional emissions-related
reporting requirements coming
into effect resulting in increased
spending on emissions-reporting in
the upcoming years.
1 5 1 5
CLIMATE CHANGE
LITIGATION
Climate-related litigation claims
brought by investors, insurers,
shareholders, and public interest
organisations resulting in
claims payout.
1 1 1 2
INCREASINGLY
STRINGENT PLANNING
AND DESIGN
REQUIREMENTS
Increase in the stringency of
building planning and design
requirements resulting in increased
development costs.
1 5 2 4
TECHNOLOGY
SKILLS SHORTAGES
IMPACTING ABILITY TO
INSTALL LOW CARBON
TECHNOLOGY
Desire for skilled workers to comply
with planning requirements and
sustainability targets resulting
in shortfall in supply of suitably
qualified professionals.
U 5 U 3
MARKET
INCREASED COST OF
RAW MATERIALS
Development costs from suppliers
passed on to Vistry resulting in
increased operating costs (e.g. steel
and cement).
3 3 3 4
COST OF CAPITAL Credit ratings agencies incorporate
further climate and emissions-related
criteria into ratings, thus causing
increased/ decreased cost and
availability of capital.
N/A N/A
1 3
EMISSIONS OFFSETS Demand for carbon credits increased
resulting in higher prices.
N/A N/A
1 3
REPUTATION
INVESTMENT Failure to meet publicly stated
sustainability goals, and failure to
meet disclosure requirement could
result in damage to the business’
revenue and investment streams.
4 2 4 2
STAKEHOLDER Increased public awareness means
there is a risk of loss of income
(due to lower demand) if Vistry fails
to meet stated climate targets or is
linked to unsustainable practices.
2 2 4 2
EMPLOYEE Failure to deliver on targets or
effectively incorporate climate
change considerations into decisions
resulting in difficulty to attract and
retain the best talent.
U 1 U 1
TCFD
continued
5 – ALMOST CERTAIN 4 – LIKELY 3 – POSSIBLE 2 – UNLIKELY 1 – RARE U
-
UNQUANTIFIABLE N/A
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Vistry Group PLC
CURRENT RISK
2030-2050
1.5°C GLOBAL
WARMING (RCP2.6)
2030-2050
4°C GLOBAL
WARMING (RCP8.5) MITIGATIONS
PHYSICAL
PHYSICAL RISKS:
Heat stress, Flooding,
Drought, Wind storm,
Subsidence.
Moderate* risk
from windstorm.
Moderate* risk from
flooding, windstorm
and subsidence.
Moderate* risk
from heat stress,
drought, wind
storm and high risk
from subsidence
and flooding.
Land viability
assessment, building
regulations/industry
standards and process
and procedure help to
mitigate the risks.
* Physical assets are considered exposed if they are located in an area where a climate hazard may occur. The degree of exposure is
defined by the severity / intensity of that hazard. The financial value exposed is the full asset value located in an area of material
climate hazard intensity. For example, if an asset has a very high flood exposure, this means that the asset location is in an area
which could flood. The intensity in this case is represented by the probability (or return period) of that flood, which in the case
of ‘very high’, means 10% probability in 10 years. Although this is equivalent to 100-year likelihood or ‘return period’, the flooding
could happen any time.
The intensity measures differ for different hazards but, if an exposure is moderate or above (score of 3 or above), it means that there
could be a material impact if no mitigation is taken. It should be noted that these risks are based on a global scale and that for the
UK in particular for chronic hazards such as heat-stress (heatwaves), even an increase from a very low to a low (increase from score
1 to 2 & above), might have wider implications to properties and infrastructure. Therefore, a model sensitivity analysis to stress test
these changes has also been included in our assessment for the high carbon emission RCP8.5-SSP5 scenario.
OPPORTUNITY DESCRIPTION
OPPORTUNITY RATING (AFTER MITIGATIONS)*
2025 2030
IMPACT LIKELIHOOD IMPACT LIKELIHOOD
TRANSITION CATEGORY
TECHNOLOGY &
MARKET’
USE OF MORE
EFFICIENT
TECHNOLOGY
Transition to lower emissions
technology resulting in potential for
operational savings in the form of
more energy efficient processes.
1 5 1 5
CHANGE IN
CUSTOMER
DEMANDS
Business delivering on its
commitments to low carbon homes
resulting in increased demand.
4 5 4 3
REPUTATION
INVESTMENT Ability to meet publicly stated
sustainability goals, and disclosure
requirements, resulting in
improvements to the business’
revenue and investment streams.
1 3 1 4
EMPLOYEE Perceived good performance
around sustainability resulting in
better ability to attract and retain
the best talent.
2 1 2 1
5 – ALMOST CERTAIN 4 – LIKELY 3 – POSSIBLE 2 – UNLIKELY 1 – RARE
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57
TCFD
continued
RISK RATING SCALES
RATING IMPACT DESCRIPTION
FINANCIAL
IMPACT
5 INTOLERABLE
Revenue loss of in excess of 10% of revenue
Financial loss is unacceptable to management and/or can be
recovered in the long term (over 3 years)
> GBP 400m
4 MAJOR
Revenue loss of in excess of 5% of revenue
Financial loss is major and/or can be recovered in the medium term
(over 3 years)
> GBP 200m
3 SIGNIFICANT
Revenue loss of at least 2.5% but less than 5% of revenue
Financial loss is moderate and/or can be recovered in 1 year
GBP 100m- 200m
2 MODERATE
Revenue loss of in excess of 1% but less than 2.5% of revenue GBP 40m-100m
1 MINOR
Revenue loss of in less of 1% of revenue < GBP 40m
RATING LIKELIHOOD DESCRIPTION FREQUENCY
5 ALMOST CERTAIN
Is expected to occur this year
>80%
4 LIKELY
Will probably occur 1 or more times each year
60%-80%
3 POSSIBLE
Might occur 1-5 years 30%-60%
2 UNLIKELY
Possibly every 5-10 years 10%-30%
1 RARE
Extraordinary event less than every 10 years < 10%
*Mitigations are explained on page 64.
NON
-
FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
In accordance with Section 414CA and 414CB of the Companies Act 2006, the information below is provided to help our
stakeholders understand our position in relation to key non-financial and sustainability matters. Further detail is provided below,
including information on policy implementation and outcomes and such information is incorporated into this statement by
cross-reference.
KEY MATTERS
EMPLOYEES
SOCIAL AND
COMMUNITY
HUMAN
RIGHTS
ANTI
-
CORRUPTION
& ANTI
-
BRIBERY
ENVIRONMENTAL &
SUSTAINABILITY/
CLIMATE RELATED
FINANCIAL
DISCLOSURES
NON
-
FINANCIAL
KPIs
OUR
BUSINESS
MODEL
RELEVANT POLICIES
-
WHERE TO FIND MORE INFORMATION IN THIS REPORT TO SUPPORT THESE DISCLOSURES
71 Purpose, values
and culture
88 Stakeholder
engagement
115 Remuneration
report
43 Our people
23 & 46
Health and Safety
18 Our strategy and
business model
71 Purpose, values
and culture
51 TCFD
40 Social impact
90 Stakeholder
engagement
71 Purpose, values
and culture
37 Modern slavery
37 Ethics 35 Sustainability
report
51 TCFD (including
requirement A to H of
s414CA)
38 GHG emissions
38 Net zero targets
22 Quality scores
23 Number of
new homes
completed
22 Employee
satisfaction
and turnover
23 Health & Safety
23 GHG emissions
23 Non-hazardous
waste
18 Our business
model
PRINCIPAL RISKS ASSOCIATED WITH THE KEY MATTERS CAN BE FOUND ON PAGES 61 TO 67
*Policies may be found at www.vistrygroup.co.uk/sustainable-approach/policies-and-publications
RELEVANT POLICIES
Anti-bribery and corruption policy: Our approach to the prevention of bribery and corruption from taking place and the
reporting of any such events and their rigorous investigation.
Anti-fraud policy: Our procedures in place reduce the likelihood of fraud and we are committed to the prevention, detection,
investigation and reporting or any fraud.
Anti-money laundering policy: We have procedures in place designed to prevent money laundering from taking place and are
committed to the prevention, detection and reporting of any such events.
Anti-slavery & human trafficking policy: We are committed to acting ethically and with integrity in all our business dealings and
relationships to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains.
Business continuity policy: Our approach to minimising the impact of serious disruption to our operations, protecting the assets,
strength and reputation of the business and safeguarding the well being of employees and others in contact with our operations.
Climate change policy: Our approach to mitigating climate change risks associated with the homes and communities we build,
whilst at the same time reducing the greenhouse gas emissions associated with our operations.
Diversity & Inclusion policy: We are committed to build and maintain an inclusive culture and diverse workforce, which we
believe to be essential to the long-term success of the business.
Environment policy: Our approach to managing our environmental performance to optimise the impact of our business
processes on the natural environment and the community at large.
Sustainability policy: We recognise that our operations and supply chain impact the environment and we are committed to
minimising this through our systems, which aim to prevent pollution, enhance biodiversity, reduce waste and promote efficient
use of energy, water and resources.
Health, safety and welfare policy: We strive to effectively manage the health, safety and welfare of our employees, workplaces
and others affected by our operations.
Speak up policy: We operate processes to encourage employees to speak up about suspected wrongdoing.
Ethical code of conduct policy: We are committed to high ethical and moral standards and have created a responsibility
framework to deliver our standards and appropriate behaviours.
Privacy policy: Our approach to protecting the privacy of all our stakeholders including how we use, collect and store
personal data.
Vulnerable customer policy: Our approach to ensure that we consider any reasonable steps that may be taken to ensure that all
customers are treated fairly and deliver a positive outcome for the customer.
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OUR PLACES
Developing sustainable new homes and communities
using our expertise in brownfield delivery,
regeneration and place making.
Acton Gardens, London West
Grange Park, Thurston
PLACES
We build sustainable
communities
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VISTRY
GROUP
RISK MANAGEMENT
As the UK’s leading mixed tenure partnership housing provider, we are proud to be delivering some of the
biggest and most complicated housing projects. Working with our highly valued partners, we face a range
of risks and uncertainties that could impact the vital role we have in addressing the country's need for
affordable housing. Therefore, our culture and day-to-day management of risk is integral in everything we do.
DIVISIONAL LEADERSHIP TEAM
• Provide regional assessment & critical challenge over operational risk
• Responsible for decision making and Group escalation when tolerance levels
exceed BU materiality limits
RISK GOVERNANCE AND RESPONSIBILITY
On behalf of the Board, the Audit Committee provides
oversight of both our risk management framework and
internal controls monitoring. This includes final assessment
of our principal, emerging and watchlist risks and the level
to which further review and attention is required to ensure
the process supports and protects our Group strategy and
partnership operating model.
The ELT is accountable for identifying, evaluating and
managing principal risks through the Risk Oversight
Committee (the RO Committee). The RO Committee is
made up of representatives from all parts of the Group and
on a rotational basis, Non-Executive Directors, alongside
the external auditor are invited to participate so there is
appropriate transparency and challenge during the meeting
and assessment process.
Oversight of our specific operational programme-based risks
is delegated to each of our regional businesses and is the
responsibility of the respective management team, supported
by our divisional leadership team. There are clear reporting
and escalation requirements so that material operational
risks are flagged and themes can be evaluated quickly by our
Group team.
Similarly, manufacturing risks from within Vistry Works
are managed by the three Vistry Works factory Managing
Directors with similar reporting and escalation requirements
to that of regional businesses.
MANAGING OUR RISKS
Our principal risks are identified and managed through a
bottom-up and top-down approach that covers the entirety
of the Group.
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RISK OVERSIGHT
COMMITTEE
• Supports identification of
principal risks
• Ensure appropriate risk culture
is embedded throughout
the organisation
REGIONAL MDS &
REGIONAL BOARDS
• Set local objectives, manage
the allocation of local resource
to deliver operational targets
• Oversight and management
of individual and collective
project risks
BOARD/AUDIT COMMITTEE
• Provides challenge and assessment of principal and emerging risks
• Determine prioritisation of risk, resource allocation and subsequent mitigation
• Ensure appropriate risk culture is embedded throughout the organisation
ELT
• Review and respond to
operational risks
• Approve mitigation strategies
and allocate resources to
address emerging issues
• Act as the escalation point
for new emerging issues and
material risks
MAJOR PROJECTS, STRATEGIC
LAND, VISTRY WORKS &
JOINT
-
VENTURES
Set local objectives
• Responsible for decision making
and Group escalation when
tolerance levels exceed regional
materiality limits
BUSINESS
OPERATIONS
GROUP FUNCTIONS/
GROUP COMMITTEES
Define, review and
reassess controls for the
Group & regions to ensure
risks are mitigated.
INTERNAL AUDIT,
RISK AND INSURANCE
Supports the Audit
Committee in reviewing the
risk and control framework
and management of
operational and principal
risks.
ASSURANCE
PROVIDERS
This approach to risk management ensures we capture risk
quickly to identify anything material impacting the potential
success of our programmes, factories, major and special
projects across our regional businesses and wider operations.
To do this we use common systems and practices with a
clear methodology and rules for escalation, supported by our
six divisional chairs who maintain regional engagement and
scrutinise operational performance. Vistry Group continues
to ensure that the reporting of risk is aligned to our culture
of ‘Speak Up’, ensuring there is an additional safeguard for
our people to report concerns, should our systems fail in
capturing present known threats. Throughout the year, there
is regular communication setting out how our people and
stakeholders can report risk, supported by both the ELT and
the Audit Committee.
RISK CONTEXT AND STRATEGY CHANGE
Establishing the context and having a clear understanding of
the environment in which we operate is critical. The impact
of each principal risk on the Group is considered across
a number of different categories including financial,
reputational, operational, health & safety, environment
and ESG. Each principal risk is then allocated a risk appetite
rating which reflects the amount of risk the Group is prepared
to accept to achieve its strategic objectives. This approach
helps us better understand how we should treat the risk
most effectively and to provide the right level of oversight
and assurance. Executive risk owners are then accountable for
confirming adequate controls are operating, and that strategies
are in place to bring the risk within acceptable tolerance levels.
We assess the movement of risks through the RO Committee,
and the Internal Audit & Risk team manage this process and
undertake in-depth reviews through the internal audit plan in
response to any movements or concerns.
To support the transition to our new strategy, during Q4 2023,
the RO Committee convened to reassess all of our principal
risks and to review new threats that may now need to be
considered, alongside how our risk appetite for each risk may
have changed.
This review considered not just whether the risk would have
more or less of an impact upon our Group, but also whether
there were any immediate threats as part of the transition
that required urgent attention. Overall, the Committee were
satisfied there is sufficient understanding of the risks and
the profile of threats associated to our new strategy, with
dedicated groups being formed to further review risks as we
move through 2024. This will enable us to identify and respond
quickly should new potential risks emerge.
OVERALL ASSESSMENT
The Board is therefore satisfied with the assessment of
the Group’s principal, emerging and strategic change risks.
Risk profiles are within tolerance and there is deemed to be
sufficient monitoring and ongoing mitigation to effectively
track and manage these risks going forward as set out below.
Due to the changing internal and external environment,
continued reassessment will take place to ensure processes,
controls and management attention adapt in line with these
risks as they evolve.
HEAT MAP
Medium Medium to high HighLow
Impact
12
3
4
5
6
7
8
9 10 11
12
Likelihood
Risk type: financial (F), reputational (R), operational (O), safety, health and environment (SHE) and ESG (ESG)
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Principal risk Type
1
Economic and sales environment F
2
Supply chain O
3
Land and planning O, F
4
Project delivery and
contractual exposure
O, F
5
Change Management O, F, R
6
ESG ESG
7
People and talent
F, R,O,
ESG
8
Liquidity and funding F
9
Customer service R, O
10
Legislation and building safety
F, R, O,
ESG
11
Technology resilience and
future change
SHE
12
Safety, health and environment
SHE
OUR PRINCIPAL RISKS
Below, listed in order of priority are the principal risks that could impact the Group’s performance and
strategy, together with an overview of the steps we are taking to manage and mitigate such risks
RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
1. ECONOMIC
AND SALES
ENVIRONMENT
A failure to anticipate
and respond to any UK
economic decline brought
about by uncertainty, loss
of consumer confidence,
higher interest rates and
increasing unemployment,
leading to decreased
affordability, reduced
demand for housing and
falling house prices.
Risk owner:
Chief Operating Officer /
CEO Partnerships
UNCHANGED
• Whilst our partners continue to invest in
affordable housing, we are mindful of any
restriction to available capital or reluctance
to invest until market certainty returns.
• Whilst there has been an adverse effect on
consumer confidence and demand for new
homes, our reliance is significantly reduced
since the merger of our Housebuilding
and Partnership businesses. We continue
to monitor the value we offer to large
single partner led transactions that require
additional discounting to maintain volume,
which could potentially stretch margin.
EMERGING FACTORS:
• The 2024 general election will have an
impact on both the UK economy and
the interplay with both the housing
market and social housing investment.
Currently, Housing Associations' planned
budgets are under significant pressure
and we monitor closely any reduction in
overall spend going forward.
• Leading capability as the UK’s major
Partnerships business provides significant
resilience to the cyclicality of the housing
market. This is underpinned by a high and
sustained level of demand for affordable
housing, supported by strong brands and
relationships with the largest affordable
housing providers.
• Our greater proportion of Partner Funded
sales locks in an increased fixed sales
revenue that is unimpacted by short-term
fluctuations of market prices.
• Whilst there is a reduced reliance on Open
Market sales, there is ongoing monitoring
of lead housing market indicators, notably
prospects, sales rates and price achieved,
and a review at each monthly ELT meeting.
• Monthly forecasting processes control
investment and commitment of costs, and
carefully manage work in progress capital
investment to mitigate against short-term
economic change.
2. SUPPLY CHAIN
A failure to adequately
respond to shortages or
increased costs of materials
and skilled labour, or the
failure of a key supplier
in the current economic
environment, may lead to
increased costs and delays
in construction services.
Risk owner:
Chief Commercial Officer
UNCHANGED
• Our partnerships strategy provides a greater
certainty of future work for our supply chain
partners, and during 2023 negotiations
with the supply chain were undertaken to
realign pricing structures, providing greater
certainty for Vistry and our suppliers over the
immediate term.
• We recognise there remains pressure on
availability of raw materials, with unplanned
delays that continue to hinder our
completion rates and build profile.
• Our people are placed under significant
pressure, particularly at key periods during
the year, whilst trying to manage customer
expectations in the event of unforeseen
build delays.
EMERGING FACTORS:
• A rising level of supplier insolvencies and
further geo-political events could lead to
unforeseen supply chain blockages and delays.
• Increased and regular supply chain
engagement at both a regional and Group
level to better understand live issues
impacting supply.
• Development of long-term supplier and
subcontractor partnerships based upon
increased scale and targets have been
fixed in advance, usually for a period of
12-months.
• Centralised sourcing of the majority of the
Group’s requirements from within the UK,
including subcontractor materials, ensuring
reduced import risks, economies of scale
and improved relationships with key trades
and suppliers.
• Regular inflation adjustments to cost to
complete forecasts to help highlight and
manage risks. Consideration given as to the
level of cost increases that can be reflected
within future sales prices or negotiated into
land purchase prices.
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RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
3. LAND AND
PLANNING
Lack of developable
opportunities due to
difficulties in sourcing land or
obtaining planning approval.
In addition, government
policy changes that hinder
future speed of planning
or place burdensome
requirements could impact
our ability to achieve growth
targets. A failure to bring
through a sufficient pipeline
of strategic and consented
land could also affect
future growth.
Risk owner:
Chief Operating Officer /
Chief Commercial Officer
NEW RISK/CHANGE IN SCOPE
• The Group is now channeling investment
into a Partnerships land bank to deliver
growth in line with its strategy and medium-
term targets, therefore the profile of this risk
has changed to reflect the nature of capital
light land requirements and the release of
land assets from the Housebuilding division.
• Continued legislative changes including the
Levelling Up and Regeneration Act (LURA)
and updates to the National Planning Policy
adds risk in terms of additional costs and
processes for all developers, whilst also
ensuring affordability and affordable homes
are maximised within any development.
• We are unable to source the required land
or opportunities at the rate we require
to maintain our forecasted margin or
match the requirements of our enlarged
Partnerships business.
EMERGING FACTORS:
• The 2024 general election will have an
impact on both the UK economy and the
legislative landscape, alongside the priority
given to both the build rate of new homes
and the proportion of affordable homes.
• Robust land viability process and a strategic
land function that enables tailor made
opportunities to be realised to maximise
the partner led mixed tenure approach.
• Monitoring of emerging legislation
to inform land assessments and
purchase terms.
• Close working relationship with partners,
housing associations and public bodies
to ensure we remain the developer of
choice for large regeneration and social
housing opportunities.
• Flexible operating model enabling a mix
of pipeline opportunities including Partner
Funded, mixed tenure or joint venture (see
model on page 18).
4. PROJECT
DELIVERY AND
CONTRACTUAL
EXPOSURE
A failure to achieve our build
construction and build-cost
targets leading to either a
reduced margin, contractual
penalties, or disputes with
our partners. Also, a failure to
continue or restart operations
due to a major unexpected
incident or event out of our
control, such as a natural
disaster, global pandemic or
UK epidemic, or disruption to
national infrastructure.
Risk owner:
Chief Operating Officer /
CEO Partnerships
INCREASED
• The restructuring has led to some
geographical boundary changes with
a modest loss of retained knowledge
that will be recovered during the
stabilisation period.
• A wider Partnerships model across the
Group does moderately increase build
volumes, however these are fully
forecasted and well within current
resource capacity.
EMERGING FACTORS:
• A rising level of supplier insolvencies and
further geo-political events could lead
to unforeseen supply chain blockages
and delays.
• Monthly build and cost forecasting
processes presented through the ELT and
OLT as part of the oversight of regional
performance.
• Our commercial and finance IT system
embeds a standardised set of Group
processes to ensure conformity across our
build programme.
• Closely monitor build performance and
delivery against plan including regular
onsite visits from the ELT.
• Robust land viability process and a strategic
land function that enables tailor made
opportunities to be realised to maximise
the partner led mixed tenure approach.
• A newly created ELT role dedicated to
provide partnership support and business
development, thereby improving core
relationship and risk reduction with regard
to large scale partnership transactions.
• A robust and complete suite of insurance
protects our projects from unforeseen
events, with a simulated disaster recovery
practice event planned for 2024.
OUR PRINCIPAL RISKS
continued
For further information about our strategy:
vistrygroup.co.uk/strategy.
For further information about our strategy:
See pages 18 to 23.
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63
RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
5. CHANGE
MANAGEMENT
Failure to effectively deliver
the required internal change
to focus the majority of
operations to a high growth,
high return Partnerships
model through the merging
of our Housebuilding
operations with the
Partnerships business.
Risk owner:
Chief Operating Officer /
Group Business
Improvement Director
NEW RISK/CHANGE IN SCOPE
• To facilitate a standardised operating
model and to drive efficiencies, further
system integration and process alignment
is underway. Without careful management,
there is a risk of distraction, delay or
reduced clarity of accountabilities and /
or higher costs.
• Our people could be negatively impacted
by our integration and alignment
programme, potentially increasing the
risk of fatigue or employee dissatisfaction.
Retained knowledge could also be diluted
or lost as a small number of roles exit
the Group.
EMERGING FACTORS:
• Boundary changes between regions may
unearth new issues or require a period of
examination until operational performance
returns to full efficiency.
• The Group Business Improvement
Director is sponsoring new Business
Improvement Groups (BIGs) that will set
unified processes and standardisation
across our Group to increase efficiency
and support strategy execution.
• A change strategy approach has been
agreed by the ELT and will be carefully
governed and monitored by both the
ELT and the Board.
• Ongoing risk assessment of key integration
activities undertaken by Internal Audit who
will provide updates and assurance to the
RO Committee, ELT and Audit Committee.
• We operate a multi-channel approach
to employee engagement ensuring
employees are listened to, and kept
abreast of operational, financial and
strategic business matters.
• The channels we operate to engage
with our people, listen to their views and
gather their feedback are detailed on
page 43.
6. ESG
A failure to actively
demonstrate to our
partners the already
significant ESG contribution
Vistry Group is making
to society. This would
include a failure to achieve
our pathway to net zero
carbon targets, a failure to
promote the contribution
we are making to the
UK housing crisis, and a
failure the meet the levels
of interest and reporting
requirements from
Government, Investors,
customers and clients.
Risk owner:
Chief Commercial Officer
INCREASED
• Our new strategy embeds Vistry Group
as the leading provider of affordable
mixed tenure homes, meaning we are
at the forefront of addressing the UK
housing crisis. This increases the
importance of meeting our targets, as
well as communicating this purpose to
all stakeholder groups.
• As a Partnerships business, maintaining
our ESG credentials have become more
critical in securing funding for projects
supported by social housing providers, local
authorities, and investors.
EMERGING FACTORS:
• The general election during 2024 could
potentially impact the importance of
home affordability and the prominence
of ESG compliance.
• A new Sustainability Committee has
been implemented to oversee the
business’ response to all matters of ESG
and climate response. This includes
participation of a Non-Executive Director,
members of the ELT, alongside a cross-
functional representation from across
the business.
• Delivery of a refreshed sustainability
strategy approved by the Sustainability
Committee, including target setting and
performance metrics. Progress against
targets are regularly reported to the
ELT and Board.
• Signatory to the Business Ambition
for 1.5°C and have approved science-
based targets.
• Ongoing assessment against the roadmap
to deliver net-zero carbon homes and
delivery of a carbon action plan to reduce
Scope 1 and Scope 2 emissions.
• Disclosures consistent with the TCFD
recommendations. See pages 51 to 57.
• ESG performance targets have been set
within both our employee and executive
bonus scheme.
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OUR PRINCIPAL RISKS
continued
RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
7. PEOPLE AND
TALENT
An inability to attract,
develop or retain good
people. In addition, a failure
to understand and respond
to new skills required to
meet our new Partnerships
strategy, or to meet the
requirements of the changing
pace of technology and
customer expectations.
Risk owner:
General Counsel & Group
Company Secretary
UNCHANGED
• Whilst there have been a small number
of redundancies and changes to our
operational businesses, our most recent
engagement questionnaire highlighted
above industry engagement, with only a
small decrease to 7.6 in our engagement
score.
• Our growth targets and further integration
will impact our people and whilst these
will be carefully governed with ongoing
feedback, there remains a risk of fatigue or
dissatisfaction with the cumulative amount
of change. We will need to attract and retain
sufficient numbers to ensure we deliver the
planned operational growth.
• Executive talent management is a priority
with the Board seeking to recruit up to two
additional high calibre Independent Non-
Executive Directors to ensure oversight of
strategic matters and governance, alongside
wider leadership succession planning.
EMERGING FACTORS:
• UK construction workloads on the rise
whilst labour, finance and material shortages
continue to create frustration for people
who may consider leaving the industry. In
addition, opportunities for construction
workers to moves overseas are becoming
more common, particularly in countries with
relatively low tax and high wages.
• Monitoring employee satisfaction through
the Group Peakon survey (see page 43).
• Prioritised engagement and communication
across priority employee issues including
diversity & inclusion, sustainability and
mental health and wellbeing.
• Measurement of key indicators, including
churn, diversity and stability index, and
regular reporting to the ELT and Board
to ensure we are trending positively and
responding to employee impacting issues.
• Face to face ELT roadshows across the UK
were undertaken to personally explain
the strategy, changes and the future of our
Group, allowing all employees to ask any
question through an anonymous system for
full transparency.
• Vistry Group is accredited as a Real Living
Wage employer and our response to the
cost of living crisis and recent salary reviews
prioritised the lower paid.
8. LIQUIDITY AND
FUNDING
A failure to generate enough
liquidity to manage short-
term and long-term funding
or investment requirements.
A failure to manage liquidity
requirements impacts
preparedness for potential
changes in economic
environment and ability
to take advantage of
appropriate land buying or
investment opportunities
to help deliver improved
financial performance.
Risk owner:
Chief Financial Officer
UNCHANGED
• Whilst interest rates have increased the
cost of borrowing, the Group continues
to generate sufficient reserves to meet
covenants and working capital requirements.
Following increased investment in land
and working capital during 2023 we
open 2024 with a net debt position.
The benefits of moving to a capital light
Partnerships model will lead to
an improvement in our cash position,
although this will be tempered in the short
term by the challenging market conditions
for Open Market sales.
EMERGING FACTORS:
• Potential interest rate cut and falling
inflation could dampen the mortgage
squeeze and allow for improved
economic performance.
• Vistry operates a centralised treasury
function which is responsible for managing
liquidity, interest and cash forecasting
processes. Rigorous procedures are in place
to assess both cash and work in progress,
with continual monitoring by the ELT.
• As set out as part of our scenario testing
(see page 69), we have opportunities
to reduce our building programming
and subsequent work in progress
requirements, defer land purchases or
reduce overheads to respond to any
reduction in available liquidity.
• The Board reviews the Group's capital
allocation policy on a regular basis.
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RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
9. CUSTOMER SERVICE
A failure to deliver product
quality and service standards
that meet our customers’
expectations (both private
customers and large-scale
partners) or fall short of the
standards expected from
supervisory bodies.
Risk owner:
CEO Partnerships
UNCHANGED
• Quality standards remain at the heart
of our business, and we are proud that
the Group continues to hold 5-Star
accredited builder status. There
remains a risk that supply chain or build
programming issues could impact our
ability to undertake remedial work and/or
slow the move in process.
• Compliance with the New Homes Quality
Code (NHQC) will become a reality for
the Group during 2024, increasing the
number of customer check-points and
required disclosure, with some associated
risk should the Group fail to comply.
EMERGING FACTORS:
• New shared ownership and bulk
transactions will change the way
the Group services customers and
the communication channels and
subsequent obligations, which will
require careful management.
• All homes built are subject to external
provider building control inspections.
• Multi-quality inspections undertaken
by build employees, sales employees,
and regional directors.
• CRM system that puts customers
in control when raising issues and
communicating with customer
care teams.
• Standardised customer journey
operates across the Group together
with mechanisms and controls that
report key metrics and will comply
with the NHCQ.
10. LEGISLATION AND
BUILDING SAFETY
An inability to fulfil regulatory
planning, building, environmental
and technical requirements for
new homes and communities.
In addition, the threat of new
unquantified liabilities from
past developments becoming
material.
Risk owner:
Chief Commercial Officer
INCREASED
• Interpretation of recent Habitat
Regulations is resulting in planning delays
associated with nutrient neutrality, water
neutrality and recreational pressure on
protected sites, and further continued
work is required to mitigate against
future delays.
• In March 2023, we signed the Remediation
Developer Contract with the UK
Government and therefore are committed
to supporting leaseholders by funding or
remediating fire safety work in buildings
where we have association in terms of
original development.
EMERGING FACTORS:
• The 2024 general election will have an
impact on both the UK economy and the
legislative landscape, alongside the priority
given to both the build rate of new homes
and the proportion of affordable homes.
• The UK Competition and Markets
Authority (CMA) has launched an
investigation into suspected exchanges
of competitively sensitive information
by the housebuilding sector.
• Group Head of Design and Technical
oversees home build standards ensuring
a standardised approach to our homes
where appropriate.
• A specialist team led a full review
of all the Group’s current and legacy
buildings to ensure all liability has
been identified. A provision has been
made for the expected costs of any
remedial works that may be required.
Ongoing assessment continues based
on the latest government position and
legislative changes.
• A central planning and policy team
supports the entirety of our Group
providing support in interpreting
planning and government policy
legislation and coordinating responses
to forthcoming change.
• We have a proactive approach to
environment and habitat and measure
performance indications in relation to
diversity, environment and new gain
requirements. In addition, we have
existing and newly formed relationships
with wildlife organisations and
conservation trusts.
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OUR PRINCIPAL RISKS
continued
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RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
11. TECHNOLOGY
RESILIENCE AND
FUTURE CHANGE
An inability to protect our IT
estate, systems and infrastructure
and people from hostile or
fraudulent attacks. An inability to
adapt to the pace of technological
change by failing to embrace new
intelligence or capability, or adapt
our systems and processes to fully
deliver expected improvements
across our Group.
Risk owner:
Chief Financial Officer / Group
Chief Information Officer
NEW RISK/CHANGE IN SCOPE
• The pace of change in relation to
new technologies, and in particular
Artificial Intelligence (AI) presents both
opportunities and threats for the Group.
Should we fail to safeguard our Company
from malicious use of AI, or adapt our
systems, processes and policies to
leverage and support effective use of AI,
we could fail to achieve expected benefits.
• The Group uses common platforms
and the level of standardisation is
increasing as we align systems and
processes to execute the exclusive
partnership strategy. Our reliance on
a smaller number of company-wide
IT systems could impact operations
should any of these systems fail, become
obsolete or be subject to a cyber attack.
EMERGING FACTORS:
• Further unanticipated geo-political events
could lead to new external cyber threats
aimed at a national level or towards
individual entities.
• Regular training, communicated and
simulated phishing attacks to ensure
our people remain vigilant to cyber
related risk.
• An IT Governance Committee exists to
monitor technology and behaviour and
to ensure sufficient investment and
continued progress in the identification
and resolution of threats.
• Cyber insurance policy in place
and a close working relationship
with our corporate insurer who
provides simulated scenario events
to ensure we have sufficient disaster
recovery processes.
12. SAFETY, HEALTH
AND ENVIRONMENT
A loss of trust in the Group’s
ability to build communities
safely and in an environmentally
responsible way. Preventable
accidents that harm people,
communities, or the environment.
Risk owner:
General Counsel & Group
Company Secretary
UNCHANGED
• Our unified Group-wide SHE system
continues to support a single set of
processes across all businesses.
• Review and consider health and
safety issues at every meeting of
the Board, ELT, and Operational
Leadership Team meetings.
• Dedicated SHE Director and team,
supported by independent third-party
providers undertaking site and office
visits and regular audits.
• Best practice shared across the Group.
ISO 45001, ISO14001 and ISO9001
Management Systems in place across
our previous Partnerships business
which will be rolled out across the
entirety of the Group.
The assessment has been made using a period of five years
commencing on 1 January 2024. The average life cycle of our
developments falls within this time period and this aligns
with the timeframe focused on for the annual strategic
review exercise conducted within the business and
reviewed by the Board. The most recent strategic review,
including a five-year cash flow model, was approved by
the Board in September 2023 at the time that the Group
announced its intention to focus its operations fully on its
Partnerships model. The early years of the financial plan
are prepared in detail based on the development of our
existing land bank and expected market, economic and
regulatory conditions. There is inherently more uncertainty
in the later years of the plan as it incorporates a higher level
of assumed housing completions from owned land currently
without planning or land not currently owned by the Group.
Further information relating to the shorter-term cash forecasts
for 2024 that has been identified during the annual budgeting
cycle has been overlayed onto the five-year cash flow model.
The assessment took account of the Group’s current position
and the potential financial and reputational impact of the
principal risks on the Group’s ability to deliver its business plan.
Whilst all the principal risks identified and described on pages
62 to 67 could have an impact on the Group’s performance,
sensitivity testing to consider the impact of a number
of plausible downside scenarios on the Group’s funding
headroom (including financial covenants within committed
bank facilities) has only been undertaken on those specific
risks with the greatest potential to impact the Group’s financial
position. These are detailed in the table opposite.
The base case model assumes revenue growth of between
5% and 10% per annum. Gross margins and capital employed
reflect the shift towards a capital light Partnerships model.
Operating cash flows are driven by the timing of construction
and land spend and receipts from programmed completions
on schemes. The forecast assumes that surplus capital is
returned to shareholders in line with the Group’s stated capital
allocation policy.
At 2023 year end the Group had £1,016m in committed
financing facilities with well-spread maturities out to 2027,
including a £500m revolving credit facility expiring in
December 2026, £400m of term borrowings maturing in
September 2026 and a £100m US private placement facility
expiring in 2027.
The Group regards its current banking arrangements as
adequate for its needs in term of flexibility and liquidity and
will address the need to re-finance any of these facilities at
the appropriate time. During recent re-financings of the
Group, appetite from lenders has been shown to be strong
and there is no known reason why any re-financing may not
be possible if required. As at 31 December 2023, the Group
had £511.3m drawn down under facilities. See note 20 of the
financial statements for further information.
The Board considered the following key considerations in
its assessment:
• The Group’s strong market position and multiple brands that
offer differing propositions across all housing tenures.
• The lower risk profile of the Partnerships model which will
provide more resilient and less cyclic revenues.
• The Group’s strong balance sheet, good cash generation
capabilities and substantial funding headroom.
• Maintaining financial discipline including a clear capital
allocation policy that prioritises investment in operating
businesses and sustainable shareholder distributions.
• A high-quality land bank with in excess of 76,000 plots to
safeguard future growth commitments.
• The assumption that, if one of the downside scenarios were
to arise, the Group would adjust its strategy accordingly to
preserve cash. This would include, inter alia, suspending
the purchase of land, changing the build profile of existing
developments and reviewing the Group’s capital allocation
strategy including shareholder distribution levels.
VIABILITY AND GOING CONCERN STATEMENTS
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Vistry Group PLC
The Board has assessed the prospects of the Group and its longer-term viability, taking account
of its current position and principal risks.
SCENARIO TESTING
The financial plan has been tested using the following scenarios to determine whether the Group could continue in operation over
the five-year assessment period to December 2028:
SCENARIO PRINCIPAL RISK MAPPING
Reduction of 10% in volume of total homes built and sold
throughout the review period
• Economic and sales environment
• Land and planning
• Customer service
(Risk 1)
(Risk 3)
(Risk 9)
Reduction of 5% in average sales price of private homes
throughout the review period
• Economic and sales environment
• Land and planning
• Customer service
(Risk 1)
(Risk 3)
(Risk 9)
Increase of 5% in build costs throughout the review period • Economic and sales environment
• Supply chain
• Project delivery and contractual exposure
• Legislation and building safety
(Risk 1)
(Risk 2)
(Risk 4)
(Risk 10)
Increases in work in progress 10% higher throughout
the period
• Change management
• People and talent
• Liquidity and funding
(Risk 5)
(Risk 7)
(Risk 8)
A 500bps increase in sterling overnight index average
base interest rates
• Economic and sales environment (Risk 1)
Severe downside case • All of the above
There are no individual scenarios which are considered to
materially impact the Group’s viability, and our assessment
included modelling the financial impact on the financial
plan of the severe downside scenario where the impact of a
reasonably plausible combination of the risks was applied
in aggregate.
In the event of this severe collection of scenarios occurring,
there is still a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities provided
that mitigating actions were taken. The Board considered a
range of potential mitigating actions that may be available.
These primarily include overhead reductions, a reduction
in uncommitted land investment and a reduction in the
level of shareholder distributions. These are considered
achievable and have been borne out in practice in previous
years when needed.
VIABILITY STATEMENT
Based on the results of this analysis, the Board has a
reasonable expectation that the Group has adequate
resources to continue in operation, meet its liabilities as they
fall due, maintain sufficient available cash across the five-
year assessment period to 31 December 2028 and stay within
any required banking covenants to ensure the continued
availability of committed financing facilities. For the purposes
of testing viability, it is assumed that equivalent facilities are
available past existing maturity dates and throughout the
period included in the review.
GOING CONCERN
The Board considered it appropriate to prepare the financial
statements on the going concern basis, as explained in the
basis of preparation paragraph in note 1.4 of the financial
statements. In forming this view, the Board reviewed a cash
flow forecast using two scenarios – a likely base case and a
severe but plausible downside scenario. In the severe but
plausible downside scenario the same assumptions were
made around volumes and sales pricing as per the viability
assessment. In each of these scenarios, the forecasts indicated
that there was sufficient headroom and liquidity for the
business to continue based on the facilities available to the
Group. In each of these scenarios the Group was also forecast
to be in compliance with the required covenants on the
aforementioned borrowing facilities.
The Strategic report outlined on pages 2 to 69 was approved
by the Board and have been signed on its behalf by the Chief
Financial Officer.
By Order of the Board
TIM LAWLOR
Chief Financial Officer
14 March 2024
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual report and accounts 2023
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CONTENTS
Chair's governance letter to shareholders 71
Governance at a glance 74
Corporate governance statement and
code application
75
Board of Directors 76
Board leadership and Company purpose 78
Our stakeholders and engagement 88
Division of responsibilities 92
Composition, succession and evaluation 93
Nomination Committee report 96
Audit Committee report 100
Remuneration Committee report 110
Directors' remuneration report 115
Remuneration policy 132
Directors' report 139
Directors' responsibilities statement 143
GOVERNANCE REPORT
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CHAIR'S GOVERNANCE LETTER TO SHAREHOLDERS
“Our strong approach to governance based on
our purpose, values and culture ensures that
decision making processes throughout the Group
and at the Board are robust, and decisions are
made in the right way. ”
DEAR SHAREHOLDER
I am pleased to introduce you to some key highlights of the
Group’s governance for the year ending 2023. It has been a
year of significant change for the Group during which it has
integrated Countryside and announced a strategy update
to fully focus on the Partnerships model whilst delivering a
robust financial performance.
The corporate governance section of this Annual Report
and Accounts explains the governance structures that are in
place, details how the Board operates to support the Group’s
long-term sustainable success and our plans to continue to
enhance our governance processes.
STRONG GOVERNANCE: PURPOSE,
VALUES AND CULTURE
Earning trust, doing the right thing and acting with integrity,
underpins our ability to deliver long-term sustainable value
for all of our stakeholders.
The Board approved a refreshed purpose during the year
to reflect the new focus of the Group as a responsible
developer and sets the tone for the culture we strive for here
at Vistry. We have a clear purpose with a set of values that
reflect the culture we aspire to. We discuss more on how
we embed these throughout the Group in the Sustainability
report on page 43.
The Board assesses and monitors the Group’s culture
through a number of channels which are described on
page 82.
Our strong approach to governance based on our purpose,
values and culture ensures that decision making processes
throughout the Group and at the Board are robust, and
decisions are made in the right way. This is achieved through
effective systems and processes which enable risk based
decision-making whilst striving for continuous improvement
in business practices and supported by a strong internal
control framework. This governance approach has enabled
the Board to make agile and resilient decisions during the
year against a difficult macroeconomic environment.
Further information on Board activity and decision making
can be found on pages 80 to 82 and 85 to 87.
Our corporate governance statement 2023 is on page 75,
where we explain how we comply with the principles and
provisions of the UK Corporate Governance Code 2018
(the Code).
BOARD APPOINTMENT AND
SUCCESSION PLANNING
The year ending 2023 has seen a period of transition and
evolution for the Board. It was announced on 12 January
2024 that I shall step down as Chair with effect from the
conclusion of the forthcoming AGM. I was appointed to the
Board in April 2015 and as such, my nine-year tenure shall
be completed shortly before I step down. During the year,
the Nomination Committee undertook a Chair succession
planning process which concluded with confirmation that
Greg Fitzgerald shall succeed me as Executive Chair and CEO.
Greg will ensure consistency and continuity in the execution
of the revised strategy, utilising his 40 years of experience
and value creation in the sector, including a successful
period in a similar role as Executive Chair of Galliford Try.
There were a number of other Board changes during
the year. In March 2023, Jeff Ubben was appointed as a
Non-Executive Director and Nigel Keen stepped down
as an Independent Non-Executive Director. In May 2023,
Helen Owers and Paul Whetsell were both appointed
as Independent Non-Executive Directors with Paul also
appointed as Chair of the Remuneration Committee, and
Ashley Steel and Katherine Innes Ker both stepped down
as Independent Non-Executive Directors. In January 2024,
Jeff Ubben stepped down as a Non-Executive Director and
Usman Nabi was appointed to the Board as a representative
of our largest shareholder Browning West. It has also been
confirmed that Chris Browne will not seek re-election as a
Non-Executive Director from the close of the 2024 Annual
General Meeting after serving over nine years as a Director. I
would like to thank all of the Directors who left the Board in
2023 for their contributions during a period of transformation
of the Company.
RALPH FINDLAY OBE
Chair
Annual Report and Accounts 2023
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
The Board has commenced a search for an experienced
Senior Independent Director who will provide additional
oversight on governance matters and serve as an alternative
point of communication for investors and the other NEDs.
The Senior Independent Director shall also serve as Chair of
the Nomination Committee, leading on Board composition
and succession planning. In addition, the Board is seeking to
recruit up to two additional, high calibre Independent
Non-Executive Directors of the Company in due course,
taking into account the evolving need for skills and the
importance of diversity.
Biographical information in relation to each Director is
included on pages 76 and 77.
STAKEHOLDER ENGAGEMENT
The long-term sustainable success of our business is
dependent on a wide range of stakeholders and the Board
and each of the Directors takes seriously their duties to
consider the needs and concerns of all stakeholders in its
discussions and decision-making processes.
During the year, our Board has continued its programme of
engagement with stakeholders. Understanding their views
is invaluable to the work that we do. In the summer of 2023,
myself and Paul Whetsell, held engagement meetings with
a number of our larger institutional shareholders on
the proposed remuneration policy and changes to the
remuneration of the CEO. Feedback from those meetings
was taken into account in the proposals put to shareholders
at the general meeting held on 30 August 2023 (the GM).
I, and other members of the Board have also held
engagement meetings with shareholders on Board succession
and capital allocation. I remain available to meet with
shareholders at any time prior to the forthcoming AGM.
It was agreed as part of the 2022 Board evaluation process,
that more direct engagement with partners including
registered providers would enhance understanding and
boardroom discussion. In April 2023, Peter Denton, the Chief
Executive Officer of Homes England, joined a Board meeting
to outline the strategy of Homes England to accelerate the
pace of house building and regeneration across the country
and its ongoing relationship with the Group.
I have enjoyed engaging directly with shareholders and
stakeholders during my time with the Company and give
thanks to them for their co-operation during my tenure.
Further information on our stakeholders, our methods of
engagement and our Board decision making can be found
on pages 85 to 91 and should be read conjunction with our
Section 172(1) statement on page 34.
More information on the GM can be found on our website:
www.vistrygroup.co.uk/general-meetings
BOARD DIVERSITY AND INCLUSION
The Board is committed to achieving diversity and inclusion
across the Group. As of 31 December 2023, the proportion of
women on the Board was 33% with no senior Board member
being a woman and no member of the Board from a minority
ethnic background. Following the changes to the Board
announced post year end, as at the date of this report, the
proportion of women on the Board remains at 33% with one
member of the Board from a minority ethnic background
but no senior Board member being a woman. Therefore, the
Board meets one of the diversity targets set out in Listing Rule
9.8.6 and shall take the diversity requirements into account
during its current recruitment process for Non-Executive
Directors and appointment of a Senior Independent Director.
The ability to attract, retain and develop the employees to
drive and support our revised strategy is a key area of focus
for the Board.
For more on Diversity within the Group see pages 45
and 46.
SUSTAINABILITY
The Board regularly monitors and oversees progress against
our sustainability targets, and in February 2024, approved
a refreshed Sustainability Strategy. The Sustainability
Committee has enhanced the Board’s oversight of climate
related risks and opportunities through attendance by a
Non-Executive Director. Jeff Ubben attended the Committee
during the year and shall be replaced going forwards by
Helen Owers.
The Sustainability report is on pages 35 to 50.
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CORPORATE GOVERNANCE STATEMENT
We explain how we have complied with the provisions
and the principals of the Code on page 75 and throughout
the Governance Report.
A copy of the Code is available on the Financial
Reporting Council’s website at www.frc.org.uk
BOARD PERFORMANCE REVIEW
In accordance with good governance practice, we usually
undertake an annual evaluation to ensure that the Board,
its Committees and each Director performs effectively. The
Code requires that such evaluation is externally facilitated at
least every three years. The most recent external evaluation
took place in 2020 and therefore an external evaluation was
planned during 2023. It was decided to defer the external
evaluation until Spring 2024 due to the evolution of the
Board taking place at the end of 2023. This shall provide the
newly appointed Executive Chair with the perspectives of
myself and Chris Browne as outgoing Directors, along with
input from those who have more recently joined.
Details of the actions taken to address recommendations
resulting from the Board’s internal evaluation in 2022, are
set out on page 95.
ANNUAL GENERAL MEETING
Our 2024 AGM will be held at the offices of Linklaters LLP,
One Silk Street, London EC2Y 8HQ on Thursday 16 May 2024
at 12 noon. Further details about the AGM are provided in
the Notice of AGM. Members wishing to vote should return
forms of proxy to the Company’s Registrar not less than 48
hours, (excluding non-working days), before the time for
holding the meeting.
The Directors believe that all the resolutions to be
considered at the 2024 AGM are in the best interests
of the Company and its shareholders as a whole.
The Directors unanimously recommend that all
shareholders vote in favour of the resolutions, as the
Directors intend to do in respect of their own shares
in the Company.
OUTLOOK
I believe that your Board remains effective and continues
to work very well. I and the Board are mindful that in
some respects it has a considered approach to the Code
and purposefully elects to ‘explain’ why in certain areas
‘to comply’ is not in the best interest of the Group or
its stakeholders. This is done with care and deliberation to
promote the success of the Company for the benefit of its
shareholders and other stakeholders. I am pleased with the
thoughtful and considered approach in this regard, and the
Board will continually look for ways to learn and improve.
It has been an honour to serve as your Chair for two years
through a period of transformation for the Group. I am
pleased to leave the business with an excellent management
team ably led by Greg and with a clear growth strategy as
a responsible developer to address the country's chronic
shortage of affordable housing. I would like to take this
opportunity to thank all of my Board colleagues (past and
present), the Executive Leadership Team (past and present)
and all of our workforce across the business for their
dedication, hard work and focus.
RALPH FINDLAY OBE
Chair
14 March 2024
CHAIR'S LETTER
continued
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
GOVERNANCE HIGHLIGHTS FROM 2023
JANUARY
First trading update published following
the Combination.
MARCH
Signing of Building Safety Contract.
2022 Results published.
A number of Board changes announced.
MAY
Appointment of two Independent
Non-Executive Directors.
JUNE
Final dividend of c£110m paid to shareholders
for the year ended 31 December 2022.
JULY
Signs up to major new shared ownership scheme.
Board strategy day.
Board approved the reopening of the Vistry
Works East Midlands timber frame factory.
AUGUST
General Meeting held to approve new
Remuneration Policy.
SEPTEMBER
Revised corporate strategy to focus operations
fully on high return Partnerships announced.
OCTOBER
Employee roadshows held.
Purpose refreshed.
NOVEMBER
Sage/Leaf living partnerships deal for delivery of
>2,800 units.
DECEMBER
Commenced a £55m share buyback programme.
GOVERNANCE AT A GLANCE
Maintaining strong corporate governance delivers value to all our stakeholders.
BOARD GOVERNANCE FOCUS AREAS
BOARD BALANCE
BOARD TENURE
BOARD COMPOSITION AS AT 31 DECEMBER 2023
GENDER DIVERSITY
Strategy
Leadership
Financial reporting
Sustainability
Business plan
and performance
Risk
Stakeholder
engagement
Strategy
Leadership
Financial reporting
Sustainability
Business Plan and performance
Risk
Stakeholder Engagement
Chair (independent on appointment)
Independent Non-Executive Directors
Non-independent Non-Executive
Executive Directors
0 - 3 Years > 6 Years
Male Female
Strategy
Leadership
Financial reporting
Sustainability
Business plan
and performance
Risk
Stakeholder
engagement
Strategy
Leadership
Financial reporting
Sustainability
Business Plan and performance
Risk
Stakeholder Engagement
Chair (independent on appointment)
Independent Non-Executive Directors
Non-independent Non-Executive
Executive Directors
0 - 3 Years > 6 Years
Male Female
INTEREST AREA
Board activities
80
Board diversity characteristics
93
Board and stakeholders
85
Board skills matrix
93
Culture
82
Governance framework
78
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Vistry Group PLC
CORPORATE GOVERNANCE STATEMENT
This corporate governance statement as required by the UK Financial Conduct Authority’s Disclosure Guidance and Transparency
Rules 7.2 (DTR 7.2), together with the rest of this Corporate Governance report and the Committee reports, forms part of the Report
of the Directors (Directors’ report) and has been prepared in accordance with the principles of the Financial Reporting Council’s
(FRC) UK Corporate Governance Code 2018 (the Code). A copy of the Code can be found on the FRC’s website: www.frc.org.uk.
The Board confirms that throughout the financial year ended 31 December 2023 and as at the date of this Annual Report and
Accounts, we have complied with the provisions of the Code other than where this is referenced below.
CODE APPLICATION
The table below highlights key content within the report which demonstrates the application of the principles of the Code.
CODE PROVISIONS
COMPLIANCE STATUS
BOARD LEADERSHIP AND COMPANY PURPOSE COMPLIANT WITH PROVISIONS
Board’s role 78 to 79
Purpose, culture and strategy 82 to 84
Resources, controls and risk profile 60 to 67
Stakeholder engagement 85 to 91
Workforce policies 58
DIVISION OF RESPONSIBILITIES PROVISION 12
Chair’s role* 92
Following the resignation of Ashley Steel
on 18 May 2023, there was no Senior
Independent Director on the Board.
Board composition and division of responsibilities 76 to 77 and 92
Role of Non-Executive Director and time commitment 92 and 79
Company Secretary 92
COMPOSITION, SUCCESSION AND EVALUATION PROVISION 21
Appointments and succession planning 96 to 99
The Board has chosen to defer an
external Board evaluation until
Spring 2024.
Skills knowledge and experience 93
Board evaluation 95
AUDIT, RISK AND INTERNAL CONTROLS COMPLIANT WITH PROVISIONS
Internal and external audit 100 to 108
Fair, balanced and understandable assessment. 103
Risk management 107
REMUNERATION COMPLIANT WITH PROVISIONS
Remuneration policies and practices 132 to 138
Developing remuneration policy and pay packages 118
Remuneration outcomes and discretion 120 and 122
* It is acknowledged that from the AGM in May 2024, the Company shall not be compliant with Provision 9 of the Code by having
the combined role of Executive Chair and CEO. Please see the Nomination Committee report for more information.
Annual Report and Accounts 2023
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Key for the Committees
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Chair of Committee
Non-Executive Director
Executive Director
General Counsel & Group
Company Secretary
BOARD OF DIRECTORS
1. RALPH FINDLAY OBE
Non-Executive Chair
Appointed to the Board: 7 April 2015
Committee memberships:
N
Key experience:
Ralph became Chair of the Board on 18 May 2022.
He is a Chartered Accountant with extensive
listed company experience. Prior to joining the
Board, Ralph was Chief Executive Officer at
Marston’s PLC where he served 25 years,
having been Finance Director and then Group
Financial Controller before becoming CEO.
He previously held roles with Geest PLC as
Group Chief Accountant, Bass PLC as Treasury
Manager and qualified and worked with Price
Waterhouse as a specialist in financial services.
Ralph was awarded an OBE for services to
hospitality in 2023.
What he brings to the Board:
Commercial, financial and general management
experience in a consumer facing industry. Land
acquisition and business growth experience.
External appointments:
Listed: Chair of C&C Group plc.
2. ROWAN BAKER
Independent Non-Executive Director
Appointed to the Board: 18 May 2022
Committee memberships:
A
N
R
Key experience:
Rowan is a highly experienced Chief Financial
Officer in construction and development.
She is currently the Group Chief Financial
Officer of Laing O'Rourke and was previously
Chief Financial Officer of McCarthy Stone. Prior
to joining McCarthy & Stone in 2012, Rowan
worked in finance for Barclays Bank plc and in
professional services for PwC.
Rowan has a Master's degree in Law from
Cambridge University and is a qualified
accountant (FCA) and chartered tax adviser.
What she brings to the Board:
Extensive experience of the construction
sector and the challenges it faces to improve
productivity, deliver greater certainty for clients
and overcome a long-standing skills shortage.
External appointments:
Non-Listed: Laing O’Rourke PLC.
3. CHRIS BROWNE OBE
Independent Non-Executive Director
Appointed to the Board: 1 September 2014
Committee memberships:
A
N
R
Key experience:
Chris has held a number of senior leadership
positions within the aviation industry, most
recently as Chief Operating Officer of easyJet
PLC until June 2019 where she also served
as a Non-Executive Director from January to
September 2016. Chris was previously Chief
Operating Officer, Aviation, of TUI Travel PLC,
Managing Director of Thomson Airways and
Managing Director of First Choice Airways.
Chris has a Doctorate of Science (Honorary) for
Leadership in Management and was awarded an
OBE in 2013 for services to aviation.
What she brings to the Board:
Commercial and general management
experience in a consumer facing and highly
regulated industry, plus leadership and
operational skills.
External appointments:
Listed: Non-Executive Director of Kier Group plc
and C&C Group plc.
Non listed: Non-Executive Director of
Constellium SE (NYSE).
4321
875 6
9 10
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4. PAUL WHETSELL
Independent Non-Executive Director
Appointed to the Board: 18 May 2023
Committee memberships:
A
N
R
Key experience:
Paul is a highly experienced Chief Executive
Officer and experienced Non-Executive
Director. With more than 45 years’ experience
in the hospitality industry, he is currently CEO
of CapStar Hotel Company. Paul founded the
original CapStar Hotel Company in 1987, seeing
the company through its listing on the New York
Stock Exchange in 1996. He has served as Chair
& CEO for a number of hospitality corporations
including REIT MeriStar Hospitality Corporation,
MeriStar Hotels and Resorts and Interstate
Hotels and Resorts, Inc. Paul was previously
President & CEO of Loews Hotels & Resorts and
also served on the board of NVR, Inc., one of
America’s largest home builders.
Paul currently serves on the board of directors
as a Non-Executive Director of Boyd Gaming
Corporation Inc. and Hilton Grand Vacations Inc.,
a leading global timeshare company. He is also
the Remuneration Committee Chair for Hilton
Grand Vacations and has served on the Board of
Trustees of the Cystic Fibrosis Foundation where
he was also a board member.
What he brings to the Board:
Experienced Non-Executive Director and
Remuneration Committee Chair. Strong board
and broad strategic advisory experience having
served on numerous boards including a leading
American homebuilder.
External appointments:
Listed: Non-Executive Director of Boyd Gaming
Corporation Inc. and Hilton Grand Vacations Inc.
5. HELEN OWERS
Independent Non-Executive Director
Appointed to the Board: 18 May 2023
Committee memberships:
A
N
R
Key experience:
Helen has extensive international operational
experience from a successful career culminating
in her being President of Global Businesses
and Chief Development Officer for Thomson
Reuters.
Helen is currently Chair of Falmouth University
and was previously a Non-Executive Director
of Informa plc, the FTSE 100 British publishing,
business intelligence and exhibitions group
where she was a member of the Nomination
and Remuneration Committees and the board
member responsible for employee engagement.
Helen served on the board of international law
firm, Gowling WLG and of PZ Cussons plc where
she chaired the Remuneration Committee.
In addition, Helen spent ten years as trustee
and chair of International at the Eden Project.
What she brings to the Board:
Significant operational expertise and UK listed
experience including remuneration.
External appointments:
Non-Listed: Chair of Falmouth University.
6. USMAN NABI
Non-Executive Director
Appointed to the Board: 12 January 2024
Committee memberships:
N
Key experience:
Usman is the Founder, Managing Partner and
Chief Investment Officer of Browning West.
Prior to founding Browning West, he was Senior
Partner at H Partners Management, LLC, a New
York-based investment management firm.
Usman previously held roles as an Analyst
at Perry Capital LLC and as a Private Equity
Associate at The Carlyle Group, beginning
his career as an Investment Banking Analyst
at Lazard Frères in the firm’s mergers &
acquisitions group.
Usman has extensive board and committee
experience having previously served on the
boards of Domino’s Pizza Group plc, Tempur
Sealy International Inc, and also Six Flags
Entertainment Corporation. As an experienced
board member, Usman has led executive search
processes for both Chair and CEO positions and
also served as Executive Chair at Six Flags during
its emergence from bankruptcy in 2007.
Usman earned his B.A. from Harvard College and
his M.B.A. from Stanford University’s Graduate
School of Business.
What he brings to the Board:
Experienced Non-Executive Director with strong
board and broad strategic advisory experience.
External appointments:
Non-Listed: Managing Partner and Chief
Investment Officer of Browning West.
7. GREG FITZGERALD
Chief Executive Officer
Appointed to the Board: 18 April 2017
Committee memberships: None
Key experience:
Greg was Chief Executive of Galliford Try PLC
from 2005 to 2015, having previously been
Managing Director of its house building division.
Prior to this, he was a founder and later,
Managing Director of Midas Homes, which was
acquired by Galliford Try PLC in 1997. As Chief
Executive, he transformed Galliford Try PLC
from a building contractor into a well-respected
house building and construction business,
which included the acquisition of Linden
Homes in 2007.
Greg was Executive Chair of Galliford Try PLC
before becoming Non-Executive Chair. In
addition, he served as Non-Executive Director
of the National House Building Council.
What he brings to the Board:
Leadership and strategic focus in the house
building and construction industry, business
growth and value creation.
External appointments:
Non-listed: Chair of Ardent Hire Solutions
Limited and Baker Estates Limited.
8. EARL SIBLEY
Chief Operating Officer
Appointed to the Board: 16 April 2015
Committee memberships: None.
Key experience:
Earl was previously Vistry Group CFO and
became COO on 11 November 2022. Earl
re-joined the Company as Group Finance
Director in April 2015 having previously worked
as Group Financial Controller from 2006 to
2008. Prior to re-joining the Company, Earl held
a number of senior finance and operational
positions with Barratt Developments PLC over a
period of five years and prior to this, worked for
Ernst & Young.
Earl is Chair of the Vistry Operational Leadership
Team and Vistry Sustainability Committee.
What he brings to the Board:
Leadership, strategic focus, financial and
accounting expertise.
External appointments:
None.
9. TIM LAWLOR
Chief Financial Officer
Appointed to the Board: 11 November 2022
Committee memberships: None
Key experience:
Tim joined the Group as part of the acquisition
of Countryside Partnerships plc in November
2022 where he served as CFO. He has strong
financial and commercial expertise having
served for seven years as CFO of Wincanton
Plc, the largest British third party logistics
company, before joining Countryside. Prior to
Wincanton Plc, Tim held a number of senior
group, divisional and international finance roles
at large listed companies, including Serco and
Sea Containers. Tim qualified as a Chartered
Accountant at Deloitte where he worked for
seven years based in the UK and North America.
Tim is responsible for setting the financial
strategy and policy of the Group and covers
all areas of finance, treasury, investor relation
and IT. He holds an MA in Economics from
Cambridge University.
What he brings to the Board:
Leadership, strategic focus, extensive corporate
and commercial experience, financial and
accounting expertise.
External appointments:
None
10. CLARE BATES
General Counsel & Group Company Secretary
Appointed to the Board: 4 May 2021
Committee memberships: Secretary to the
Board and Board Committees.
Key experience:
Clare is a qualified solicitor with over 20 years’
experience. She joined the Group in May 2021
and was previously Deputy General Counsel and
Company Secretary at ConvaTec Group Plc from
its listing in 2016 to 2021. Prior to ConvaTec, Clare
held increasingly senior legal roles at listed
businesses after leaving private practice in 2007.
What she brings to the Board:
Governance, regulation, compliance and
corporate legal expertise.
Directors who served during the year: Nigel Keen, Katherine Innes Ker and Dr Ashley Steel stepped
down as Non-Executive Director on 23 March 2023 and 18 May 2023 respectively. Jeffrey Ubben stepped
down as a Non-Executive Director on 12 January 2024.
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BOARD LEADERSHIP AND COMPANY PURPOSE
THE BOARD AND ITS COMMITTEES
At the date of this Annual Report and Accounts, the Board consisted of nine Directors, namely: the Chair, three Executive Directors,
four Independent Non-Executive Directors and one Non-Executive Director. The role of the Independent Non-Executive Directors is
to offer advice, guidance and constructive challenge to the Executive Directors, using their wide experience gained in business and
from their diverse backgrounds.
Relevant biographical information for each Director is set out on pages 76 and 77.
THE BOARD
Our robust governance framework supports the Board in ensuring that across the
Group we make decisions in the right way.
Responsible for the long-term success of the Group through its leadership direction, and for ensuring there
is a framework of appropriate and effective controls which enables risk to be assessed and managed.
STRATEGIC PILLARS
PEOPLE PLACES PARTNERSHIPS
Sets the Group's strategic aims, determines resource allocation to ensure the necessary
financial and human resources are in place for the Group to meet its objectives.
Monitors overall performance and progress against business plans using KPI’s coupled with numerous development
site visits to assess the delivery of quality, delivering sustainable homes to customers and meeting their expectations.
Sets, monitors, and reviews the Group's culture, values, and purpose, and ensures that its
obligations to shareholders and other stakeholders are understood and met.
NOMINATION COMMITTEE AUDIT COMMITTEE REMUNERATION COMMITTEE
•
Reviews structure, size and composition
of the Board
• Maintains focus on succession planning
for Board and senior management
• Leads recruitment process for the Board
• Proposes appointments to the Board
• Sets diversity and inclusion objectives,
and targets for the Board and senior
management
• Oversees financial statements
and reporting
• Assesses the going concern and
medium-term viability of the Group
• Monitors internal controls and risk
management
• Monitors reporting and effectiveness
of external and internal auditors
• Monitors the effectiveness of the
Group’s whistleblowing process
• Ensures remuneration policies
and practices are designed to
support the Group's strategy and
long-term success
• Oversees implementation of
remuneration policy for Executive
Directors and senior management,
including structure of incentive plans
and setting performance criteria for
incentive plans
• Reviews workforce remuneration
Pages 96 to 99
Pages 100 to 108
Pages 110 to 138
EXECUTIVE LEADERSHIP TEAM
Oversees the implementation of Group strategy
Responsible for operation and performance of the Group in line with the Group’s established risk
management framework
RISK
OVERSIGHT
COMMITTEE
SUSTAINABILITY
COMMITTEE
OPERATIONAL
LEADERSHIP
TEAM
SAFETY, HEALTH
AND ENVIRONMENT
LEADERSHIP TEAM
DIVERSITY AND
INCLUSION
COMMITTEE
GROUP
LEADERSHIP
TEAM
Board representation
from Non-Executive Directors
OUR GOVERNANCE FRAMEWORK
The Board has a schedule of matters reserved for its
decision, which is reviewed and approved on an annual basis.
This schedule dovetails with a formal structure of delegation
of authority which operates across the Group’s activities and
down through the governance structure. A copy is available at
www.vistrygroup.co.uk/investor-centre.
The delegations of authority are reviewed on an annual
basis to ensure that they provide appropriate controls
and are understood by those responsible for their
effective operations.
The principal activities undertaken during the year by the
Nomination, Audit and Remuneration Committees are set
out in their respective reports in this Annual Report and
Accounts. The paragraphs under the heading ‘Directors
Remuneration Report’ on pages 110 to 138 are incorporated
by reference into this Corporate Governance report.
For more on Board effectiveness see page 93.
APPOINTMENTS AND SUCCESSION
During 2023, the Nomination Committee continued to
review the composition, structure and balance of skills and
experience of the Board.
Details of the resultant changes to the composition of the
Board that took effect during the year and are planned for
2024 are set out in the Nomination Committee report on
pages 96 to 99.
BOARD MEETINGS AND ATTENDANCE
During the year, the Board convened on six occasions
including four meetings arranged in addition to the
scheduled meetings. The attendance at Board meetings is
set out in the following table. The Board has adopted a
hybrid model of physical and virtual meetings, with four
scheduled meetings in person and two scheduled meetings
held virtually. All additional meetings were held virtually.
For 2024 onwards, the Board has agreed a revised calendar of
five meetings scheduled each year with additional meetings
called as and when necessary to address specific issues that
may arise.
In addition, and in accordance with the Code, the Chair
and the Senior Independent Director, independently of
each other, held meetings at least annually with the
Independent Non-Executive Directors without the Executive
Directors present. All Directors, other than Ashley Steel,
Katherine Innes Ker and Jeff Ubben, attended the Annual
General Meeting in May 2023 (the AGM).
The Company Secretary attended all Board meetings.
External advisors also attended meetings where independent
guidance and expertise was required to facilitate the
Board in carrying out its duties. Senior Executives below
Board level, including members of the ELT, also attended
relevant parts of meetings to make presentations and
provide their input on a range of topics.
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
DIRECTOR ROLE
SCHEDULED
MEETINGS
AD HOC
MEETINGS
Ralph Findlay Chair 7/7 3/3
Chris Browne Independent Non-Executive Director 7/7 3/3
Rowan Baker Independent Non-Executive Director 7/7 3/3
Helen Owers (member since 18 May 2023) Independent Non-Executive Director 3/3 1/1
Paul Whetsell (member since 18 May 2023) Independent Non-Executive Director 3/3 1/1
Greg Fitzgerald CEO 7/7 3/3
Earl Sibley COO 7/7 3/3
Tim Lawlor CFO 7/7 3/3
Jeff Ubben (member until 12 January 2024) Former Non-Executive Director 5/5 1/1
Nigel Keen (member until 23 March 2023) Former Independent Non-Executive Director 1/2 1/2
Katherine Innes Ker (member until 18 May 2023) Former Independent Non-Executive Director 3/4 2/2
Ashley Steel (member until 23 March 2023) Former Independent Non-Executive Director
and Senior Independent Director
3/4 2/2
TIME TO PROPERLY FULFIL ROLES AND
RESPONSIBILITIES
Each Director has confirmed and clearly demonstrated
that they have sufficient time to properly fulfil their duties
including preparing for Board and Committee meetings,
reading all papers associated with such meetings, attending
meetings scheduled to take place in 2023 and spending
separate time with management.
On occasions where a Director is unavoidably absent from a
Board or Committee meeting, they still receive and review
the papers for the meeting and typically provide verbal or
written input ahead of the meeting, usually through the Chair
or the Chair of the relevant Committee. This ensures that
views of absent Directors are made known and considered
at the meeting. Given the nature of the business to be
conducted, some Board meetings are convened at short
notice, which can make it difficult for some Directors to
attend due to prior commitments.
The following table summarises the principal matters
considered by the Board during 2023, the related Board
activity and the link to the Group’s strategic pillars.
As part of the business of each Board meeting, the CEO
submits a progress report on the Group’s performance,
business developments, risks and their mitigation and a
report from the COO on operational performance and
Group functions. At each meeting, the Board receives a
report from the CFO providing updates on financial progress
and forecasted performance. The Board also receives reports
from internal and external speakers on topics relevant to the
business and the environment it operates in.
BOARD FOCUS AND PRINCIPAL MATTERS CONSIDERED IN 2023
OUR STAKEHOLDERS
PEOPLE CUSTOMERS PARTNERS INVESTORS HOMES AND
COMMUNITIES
REGULATORS SUPPLY
CHAIN
OUR STRATEGIC PILLARS
PEOPLE PLACES PARTNERSHIPS
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Vistry Group PLC
AREAS OF FOCUS ACTIVITIES
LINK TO
STRATEGIC
PILLARS
PRINCIPAL
RISKS
STRATEGY
• Overseeing the Group’s strategy,
approving any material changes and
monitoring its delivery.
• Approving any major capital project,
corporate action or investment by the
Group including investment in land, joint
ventures and development arrangements.
Stakeholders considered:
• Following a strategic review, the Board agreed
an evolution in strategy, with the Group to
focus its operations fully on its successful high
return, capital light partnerships model.
See pages 18 to 23 for further information.
• Oversaw integration activities following the
Combination and strategy change including
reorganisations, process and systems alignment.
• Capital allocation policy approved, targeting
£1bn capital distribution through to and
including year ending 31 December 2026 and
elimination of net debt.
See pages 28 and 29 for further information.
• Confirmed re-opening of Vistry Works East
Midlands to support the growth of in house
timber frame manufacture.
• Approved the Company’s refreshed Purpose.
• Approved a number of major investments
in land, joint ventures and development
arrangements.
LEADERSHIP
• Changing the structure, size and
composition of the Board following
recommendations from the Nomination
Committee.
• Making appointments to the Board,
following recommendations from the
Nomination Committee.
• Reviewing the performance of the Board
and its Committees, individual Directors
and the Group’s overall corporate
governance framework.
Stakeholders considered:
• Approved the appointment of Jeffrey Ubben in
March 2023 as a Non-Executive Director.
• Noted the resignations of Nigel Keen, Ashley
Steel and Katherine Innes Ker in March 2023
and May 2023 respectively.
• Approved the appointment of Paul Whetsell
in May 2023 as an Independent Non-Executive
Director and Chair of the Remuneration
Committee.
• Approved the appointment of Helen Owers
in May 2023 as an Independent Non-Executive
Director.
• Reviewed progress against the action plan
arising from the 2022 Board evaluation and
agreed to delay the external Board evaluation
to 2024 pending Board changes.
• Undertook Chair succession planning process
culminating in the approving the succession of
Greg Fitzgerald as Executive Chair to take effect
at close of 2024 AGM where Ralph Findlay shall
step down.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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81
BOARD LEADERSHIP AND COMPANY PURPOSE
continued
AREAS OF FOCUS ACTIVITIES
LINK TO
STRATEGIC
PILLARS
PRINCIPAL
RISKS
BUSINESS PLAN AND PERFORMANCE
• Approving annual budget and business
plan and regularly reviewing actual
performance and latest forecasts against
the budget and business plan, including
proposed actions by management to
address performance issues.
Stakeholders considered:
• Approved 2023 budget and business plan.
• Received reports on supply chain challenges
and steps being taken by management to
manage and mitigate the issues and risks.
• Received reports on the integration of the
Combination and plans for alignment of
systems, processes and internal controls.
• Approved the extension of the external
debt facilities.
• Reviewed the progress of implementation of
synergies arising from the Combination.
FINANCIAL REPORTING
• Approving final and interim results, trading
updates, the Annual Report and the
release of price sensitive information.
• Approving the capital allocation policy,
determination of any interim distribution
and the recommendation (subject to
the approval of shareholders in general
meeting as required) of any final
distribution to be paid by the Company
or any other distributions by the Company
or purchase of own shares.
Stakeholders considered:
• Approved viability and going concern statements.
• Approved final results announcement.
• Approved Annual Report and Notice of AGM.
• Recommended a final dividend for shareholder
approval in respect of the year ended 31 December
2022.
• Approved the share buyback programme taking
into account stakeholder perspectives.
• Approved interim results announcement.
• Approved trading updates in January, May, July and
October 2023.
RISK
• Ensuring the Group has effective systems
of internal control and risk management
in place including approving the Group’s
risk appetite.
Stakeholders considered:
• Reviewed the effectiveness of the Group’s risk
management and internal control systems.
• Reviewed and approved the Group’s risk appetite
statement and concluded that the Group
had operated within the Group’s risk appetite
throughout the year.
• Reviewed the Group’s principal risks and
uncertainties.
• Reviewed reports on improvement to internal
control framework to align with expected changes
to the Corporate Governance Code.
• Received reports from the Risk Oversight
Committee on the process for the management of
risks and their associated mitigation plans, and the
identification of emerging risks.
See pages 60 to 67 for further information on
Risk Management.
Economic and
sales environment
Supply chain
Land and planning
People and talent
Liquidity and funding
Customer service
Legislation and building safety
Technology resilience and
future change
Safety, health and environment
Project delivery and
contractual exposure
Change Management
ESG
PRINCIPAL RISKS
PURPOSE, CULTURE & VALUES
The Board is responsible for imparting the culture across
the Group and maintains oversight to ensure that it is
embedded throughout the business. The alignment
of our culture with our purpose, ethos and values is
fundamental to everything that we do. During the year,
the Board refreshed the Company purpose to align with
our updated strategy.
Our purpose as a responsible developer is
to work in partnership to deliver sustainable
homes, communities and social value,
leaving a lasting legacy of places people love.
It is our people who make Vistry and further our purpose
through our strong ethos to ‘Do the Right Thing’ and
living our shared values of Integrity, Caring and Quality.
Doing the right thing by Our Customers, Our Partners and
Our People, together we are making Vistry.
The Company's culture is underpinned by clear policies
and processes. Details of the framework which informs
the Group’s culture can be found on page 58. All of our
employees attend an induction programme which sets
the tone and helps to embed our culture.
OUR PEOPLE MAKE VISTRY
ATTRACT RETAINDEVELOP
TOGETHER, WE TAKE OPPORTUNITIES
TOGETHER, WE MAKE VISTRY
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AREAS OF FOCUS ACTIVITIES
PRINCIPAL
RISKS
STAKEHOLDER ENGAGEMENT
• Considering the balance of interests
between the Group’s stakeholders.
• Meeting with stakeholders to receive and
consider their views.
• Receiving and considering the views of the
Group’s shareholders.
Stakeholders considered:
• Considered investor feedback on 2022 full-
year results and 2023 interim results.
• Received monthly reports on shareholder
base and briefings from corporate advisors
and independent analysts for capital
market perspectives.
• Met with Peter Denton, CEO of Homes England.
• Considered shareholder feedback on the
changes to the Remuneration Policy.
• Considered feedback from Peakon employee
engagement surveys undertaken during
the year and management’s action plans to
address the feedback.
• Received reports on employee feedback from
the Employee Forum.
• Received regular reports on engagement
with the HBF, government departments and
Homes England.
See pages 88 to 91 for further information on
Stakeholder Engagement.
SUSTAINABILITY
• Overseeing the Group’s Sustainability
Strategy.
• Reviewing the Group’s Sustainability
Strategy and its implementation.
Stakeholders considered:
• Reviewed progress against Sustainability
Strategy and targets and agreed priorities
for 2023.
• Implemented a Sustainability Committee
with attendance by a Non-Executive Director
See pages 35 to 50 for our
Sustainability report.
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BOARD LEADERSHIP AND COMPANY PURPOSE
continued
OUR CULTURE IN ACTION
–
TOGETHER, WE MAKE VISTRY
Vistry partnered with Sage Homes to launch the ‘Homestepper’ scheme with an initial
portfolio of c. 800 new homes. This shared equity product has been successful in helping
open market buyers with lower income and smaller deposits afford their own home.
To support the new strategy, we have entered arrangements for the pre-sale of over 2,800
units with long-term partners, Leaf Living, for the provision of private rented homes and Sage
Homes for provision of affordable homes.
We reopened our East Midlands timber frame manufacturing plant. Combined with
the Group’s existing two factories in Warrington and Leicester, we have the capacity to
deliver 5,000 new timber frame homes in FY24, increasing to c. 8,000 units for 2025 and
beyond. Significantly increasing the use of timber frame construction is a key pillar of our
Sustainability Strategy. There is a clear environmental benefit to using timber
frame over a traditional brick and block build construction method, with the embodied
carbon associated with the timber frame construction of a typical low-rise house
over a 60-year life shown to be 30% lower than that from a traditionally constructed
equivalent house.
We announced our new strategy to focus on partnerships to deliver sustainable homes,
communities and social value, leaving a lasting legacy of places people love. Addressing
the country's chronic shortage of affordable housing is at the core of Vistry being a
responsible developer.
We continue to be a voluntary accredited Real Living Wage Employer. Our directly employed
and third-party contracted employees are paid the Real Living Wage.
We have continued to improve our existing family-friendly policies and support agile
working, for example, our provision for paternity leave has doubled to four weeks full pay.
We understand the continuing cost of living crisis and launched ‘Pay Now’ giving access to up
to 40% of salary already earned in a month, helping our employees to pay unexpected bills,
as well as help with budgeting and saving.
We became platinum members of Women into Construction, which has led to offering work
experience to women in build-based roles, leading to a higher proportion of women in
permanent site-based roles.
During 2023, we raised over £500,000 for charity through the incredible efforts of our
employees, which was donated to Alzheimer’s Society as our chosen 2023 charity.
During 2023, we achieved a HBF 5-star rating based on customer surveys. We also won 40
NHBC Pride in the Job quality awards with a further 15 Seals of Excellence.
Vistry has continued to achieve certification as a 'Top Employer' with the Top Employer’s
Institute for our high quality people processes. Read more on being an employer of choice
on page 43.
We were shortlisted in nine categories at the Inside Housing Development Awards, which
recognise quality homes and sustainable places and celebrate the teams, schemes and
solutions that have made a positive impact in communities across the UK.
We were awarded Gold accredited membership with The 5% Club, which recognises our
significant contribution to the continued development of all our Employees through
'Earn & Learn' schemes such as Apprenticeships, Graduate Schemes and Sponsored
Students Course Placements.
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HOW THE BOARD MONITORED CULTURE DURING 2023
Throughout 2023, the Board used a number of mechanisms to assess and better understand the Group culture, in addition
to wider Company engagement mechanisms, such as employee Peakon surveys and the whistleblowing Speak Up hotline
(see page 37).
ACTION TAKEN LINK TO CULTURE
LINK TO
STRATEGIC
PILLARS
Attendance at the People Forum
and feedback to the Board
Helen Owers is the designated Non-Executive Director for workforce
engagement and attends the People Forum with employee
representatives and makes reports to the Board. Outcomes on the
feedback can be found on pages 88 to 89.
Held Vistry roadshows for employees
and attendance at divisional board
site visits, with feedback to the
wider Board
The CEO, COO and CFO attended ten Vistry roadshows held at
Aerospace Bristol, Wembley Stadium, the International Convention
Centre and the Pavilions of Harrogate, with attendance from over
4,000 colleagues. They provided an update of the Group’s new
strategy and addressed c.500 questions from employees gaining a
clear understanding of key matters important to employees.
Site visits provide direct insight to working environments, standards
and the application of Group policies. The Board also visited the
reopened Vistry Works East Midlands factory.
Review of Health & Safety KPIs The health and safety of our employees and subcontractors is
critical, and the Board receives reports at every meeting on key
performance indicators for health and safety and the trend for
those indicators.
The trend analysis enables the Board to understand the culture and
behaviours regarding site safety, and the Board is pleased to see a
continued improvement in the Accident Incident Rate in 2023.
Customer satisfaction survey score The Board receives reports at every meeting on the latest eight-
week and nine-month customer satisfaction survey scores. The
nine month survey score was included in the annual bonus in FY23
for Executive Directors and employees, with the eight week survey
score acting as an area for downward discretion. This supports the
ongoing focus on delivering a high quality product and service for
our customers.
Approval of the Group’s Modern
Slavery Statement
Scrutiny and oversight of the steps taken to prevent modern slavery.
Attendance at the Group’s Risk
Oversight Committee and the
Sustainability Committee
This has given greater insight into the assessment of risks and
implementation of mitigation plans, and the development and
implementation of the Sustainability Strategy. As a result, the Board
has increased focus on social value impact and the roadmap to net
zero homes.
Review of Speak Up whistleblowing
reports and investigations outcomes
Provides insight of employee concerns and behavioural trends
relating to the workforce.
As part of its decision-making process the Board considers
the long-term consequences of the decisions it makes and
the impact the decision will have on all stakeholders.
As very often stakeholders’ interests differ, the Board
endeavours to balance conflicting needs and, in certain
circumstances, prioritise the interests of one or more
stakeholders over others. At all times, the principle that
guides the Board’s decision making is that the outcome of
each decision supports the delivery of the Group’s strategy
and its long-term success.
The framework to ensure all stakeholder interests are
properly considered and that outcomes support the Group’s
strategy and its long-term success is set out below.
HOW THE BOARD CONSIDERS STAKEHOLDER INTERESTS IN ITS DECISION
MAKING AND THE IMPACT ON THE OUTCOME OF ITS DECISIONS
BOARD DECISION
-
MAKING
The Board sets the Group’s
purpose, values and strategic
pillars which drive its decision-
making to achieve its purpose.
Group purpose, values and
‘Do the right thing’ ethos
informs all debates.
The Board’s significant experience
and diverse set of skills ensure
that debate is well-informed,
challenging and constructive.
The Board has a diverse
set of skills which ensures
that there is a depth of
knowledge and experience
when making decisions.
The Board monitors any follow
up actions.
The Board receives regular
updates on the outcomes of
decisions made, including any
impact on stakeholders.
The Directors engage directly
with stakeholders.
The Board regularly reviews
and discusses feedback from
stakeholder engagement.
Stakeholders’ critical role
is factored into strategy
development and risk.
management processes.
Board papers seeking
decision approvals cover
Section 172(1) matters.
The Board and ELT receive
training on Directors’ duties and
responsibilities and specifically
Section 172(1) obligations.
OUTCOME S
DISCUSSION
INFORMATION
BOARD
SKILLS
DIVERSITY
PURPOSE,
VALUES AND
STRATEGIC
PILLARS
BOARD LEADERSHIP AND COMPANY PURPOSE
continued
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Church Walk, Newton Abbot
Set out below, are three examples of how key stakeholders were considered in principal decisions made by the Board in 2023, and
the outcome. A ‘principal decision’ includes discussion and decision relating to a material or strategic Group matter or any matter
that is significant to our stakeholders. This should be read in conjunction with the Section 172(1) statement on page 34.
PRINCIPAL
DECISION
STAKEHOLDER CONSIDERATION
SECTION 172(1)
MATTERS
CONSIDERED
Revised
corporate
strategy
In September 2023, the Board approved the revised corporate strategy to focus the business
fully on the Partnerships operating model.
The Board considered:
• Feedback from investor roadshows and shareholder engagement meetings which supported
the growth of the Partnerships business, particularly following the Combination. The Board
determined that the change in strategy would create the potential to accelerate value
creation for shareholders as a result of a number of factors including focusing on the capital
light, high ROCE partnerships model which offers greater resilience to the cyclicality of
the housing market, increased utlisation of in house timber frame capability, supporting
significant cash returns to shareholders.
• Feedback from employees following the announcement of the strategy change which was
gathered during in-person employee roadshows hosted by members of the ELT in autumn
2023, through the two Peakon employee engagement surveys undertaken during 2023 and
from the Employee Forum. This feedback indicated that employees supported focusing on
the Partnerships model, the increased emphasis on delivery of affordable housing and a
simplified operating structure, processes and procedures. Prior to the announcement, the
Board assessed the proposed management structure of the simplified operating model.
Based on the work undertaken at that time, it was acknowledged that there would be a
reduction in the number of regional business units through the removal of overlapping
geographies which would result in employee redundancies.
• Partner feedback on the reputation and operational capability of Vistry from key partners
such as Homes England, housing associations, PRS providers and local authorities.
These partners value Vistry as a responsible developer who enables their delivery of
social value through place-making, utilising modern methods of construction. The Board
determined that maintaining strong relationships with partners was fundamental to the new
strategy and the change in focus would uniquely position Vistry to support such partners to
increase supply of affordable mixed tenure housing.
A
B
C
D
E
F
Dividend
and capital
allocation
strategy
In September 2023, the Board approved a revised capital allocation policy to pursue a two
times adjusted earnings ordinary distribution cover in respect of a full financial year, with
such distributions made through either share buybacks or dividends, the method to be
determined by the Board considering all relevant factors at the time, and confirmed a share
buyback of £55m.
The Board considered:
• The perspectives of shareholders. The proposal to revise the capital allocation policy was
discussed with institutional investors. Investors were supportive of a capital allocation
framework that evaluates and compares returns generated from investing in the business
against returns to shareholders and were supportive of the proposed level of cover.
However, there were differing views on the method of distribution with certain income
funds favouring dividends and other investors supportive of share buybacks. The Board
approved the revised policy and then considered the pros and cons of a dividend versus
a buyback programme, and concluded that in light of the suppressed share price that
the ordinary distribution in respect of 2023 financial year would be made through
share buyback.
• The interests of our people, many of whom are participants in the Group’s various employee
share plans. The share buyback purchased 250,000 shares into treasury to be used to
satisfy employee share awards that may vest in the future. The Board also acknowledged
that ceasing the payment of a dividend would affect the receipt of notional dividends by
participants in the long-term incentive plan and deferred bonus plan.
A
B
E
F
86
|
Vistry Group PLC
A
the likely consequences of any
decision in the long term,
C
the need to foster the company's
business relationships with
suppliers, customers and others,
E
the desirability of the company
maintaining a reputation for
high standards
B
the interests of the company's
employees,
D
the impact of the company's
operations on the community and
the environment,
F
the need to act fairly as between
members of the company.
S172(1) FACTORS
OUR STAKEHOLDERS
PEOPLE CUSTOMERS PARTNERS INVESTORS HOMES AND
COMMUNITIES
REGULATORS SUPPLY
CHAIN
PRINCIPAL
DECISION
STAKEHOLDER CONSIDERATION
SECTION 172(1)
MATTERS
CONSIDERED
Revised
Remuneration
Policy
A revised Remuneration Policy was put to shareholders at an Extraordinary General Meeting
in August 2023, which had been approved by the Remuneration Committee. The revised
Remuneration Policy increased (i) the maximum annual bonus opportunity to 300% of base
salary with increased deferral into shares, (ii) the LTIP opportunity to 300% of base salary
and (iii) shareholding guidelines to higher of 200% of base salary or the Executive Director's
LTIP opportunity. The revised arrangements were applied to the CEO only for 2023.
The Board considered:
• Feedback received from shareholders through an extensive consultation exercise
with shareholders representing over 65% of the issued share capital. The Committee
acknowledges shareholders expectations regarding the increasing stretch of performance
targets employed under incentive plans in light of the increased maximum opportunity of
the annual bonus and LTIP.
• Partners. Whilst formulating the revised Remuneration Policy the Committee considered
alternative approaches to remuneration including the implementation of a value
creation plan. The Committee and Board determined that the approach in the revised
policy provided greater alignment with the strategy and the expectations of Partners
regarding social responsibility.
• People. The revised Remuneration Policy has been implemented for the CEO for 2023,
however the Committee intends to review the bonus and LTIP opportunity levels for senior
leaders within the business for 2024 to ensure that the pay for performance philosophy is
applied across the entire senior leadership team.
A
B
C
E
F
Annual Report and Accounts 2023
|
87
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
BOARD LEADERSHIP AND COMPANY PURPOSE
continued
INTEGRATION OVERSIGHT
The integration of Countryside following closing of the
Combination is a key area of oversight for the Board.
The failure to successfully integrate the two businesses was
identified as a new principal risk (see page 64).
The Board receives updates on the progress of the integration
planning at each meeting. It has also approved a revised
delegation of authority to apply across the enlarged Group
which reflects the outcome of an assessment of the changes
required to the internal controls framework as a result of the
new business structures. Internal Audit undertake ongoing
risk assessment of the key integration activities and will
report and provide assurance to the Audit Committee on an
ongoing basis.
INVESTING FOR THE LONG TERM
Much of the Board's decision making is focused around
ensuring the sustainable long-term success of the Group.
Each year, the Board considers the Strategic Plan, which
assesses the opportunities and risks for the Company over
the following five years, and forms the basis of our Viability
Statement (see pages 68 and 69).
The Board also devotes a day to considering the long-
term strategy of the business, incorporating presentations
and discussions on longer term opportunities, risks and
threats. Throughout the year, the Board considers material
and strategic land acquisition opportunities, and material
contracts, for sites that will contribute to profits in the
medium term. It has adopted a framework for investment to
support sustainable profits and growth in the future.
BOARD ASSESSMENT OF RISK MANAGEMENT
AND INTERNAL CONTROL EFFECTIVENESS
The Board is ultimately responsible for overseeing how we
manage both internal and external risks that could impact
our business model and strategic goals. The Board also
determines the Group’s risk appetite, regularly reviews the
Group’s principal and emerging risks and, on an annual basis,
reviews the effectiveness of our risk management and internal
control systems and undertakes horizon scanning to identify
new emerging risks.
See pages 62 to 67 for details of the Group's principal risks.
STATEMENT OF REVIEW
During 2023, the Board has directly and through delegated
authority to the Audit Committee, monitored and reviewed
the Group’s risk management activities and processes,
including a review of the effectiveness of all material risk
mitigations and the financial, operational and compliance
internal controls.
The Audit Committee’s activities in these areas are set out
in the Audit Committee report on pages 100 and 108.
Following this review, the Board concluded that the Group’s
risk management framework and internal controls provided
assurance that there were no material control failures in
the year.
STAKEHOLDER KEY PRIORITIES COMPANY ENGAGEMENT BOARD
-
LEVEL ENGAGEMENT ACTIONS AND OUTCOMES HOW WE EVALUATE OUR ENGAGEMENT
LINK TO
STRATEGIC
PILLARS
PEOPLE
Our employees
who underpin the
delivery of our
purpose and strategy.
• Pay and rewards.
• Health and
wellbeing.
• Development
opportunities.
• Safe, fair and
diverse working
environment.
• Open
communications.
• Integration
outcomes following
the Combination.
• Regular updates on the
Integration and how it would
impact employees.
• Opportunity to submit
questions on the Integration
via DUG, our intranet.
• Weekly Vistry Voice podcast
hosted by the CEO and
members of the ELT.
• Regular employee
representative meetings
including participation in our
People Forum, feedback from
which is communicated to the
Board and actioned.
• Confidential Peakon employee
engagement surveys carried
out twice a year.
• ELT roadshows held virtually
and in person.
• People Forum – Designated NED for workforce
engagement.
• The Board attended one collective formal site
visit and conducted meetings with divisional
management teams.
• Non-Executive Directors attended site visits on
an individual basis throughout the year.
• The Board met with site and sales employees.
• The Board visited Vistry Works East Midlands and
Vistry Works, Leicester to tour the facilities and
meet with factory teams.
• The Board reviews the findings of the Peakon
employee engagement survey which highlights
the issues that matter most to our people.
• The Board invites Members of the management
team to regularly attend Board meetings and
input to discussion items.
• The Board and Audit Committee receive data
on the Group’s ‘Speak Up’ hotline and, details of
related investigations and the resulting outcomes.
• The CEO, CFO and COO all take part in the
employee roadshows and answer any questions
employees may have. The full Q&A is published
on DUG.
• Members of the Board attend the Company’s
Risk Oversight Committee which is comprised
of employees from across the Group where the
principal risks and their mitigation plans are
discussed, and emerging risks are identified
and debated.
• The Remuneration Committee receives reports
on workforce remuneration practices and
alignment of incentives and rewards with culture.
• Action plans were put in place with individual functions
and teams to either enhance or improve engagement they
undertake with their teams.
• Maternity, paternity and adoption leave was enhanced as
part of the Integration.
• Introduced Vistry Pay to all employees which allows
employees to drawdown a percentage of their salary in
advance of pay day.
• Salary sacrifice electric car scheme for all employees.
• Workforce remuneration overview taken into account in
setting Executive Director and senior management pay
and incentives.
• Establishment of Business Improvement Groups to review
processes and drive efficiency to reduce workload.
• Extra day holiday granted for all employees to
acknowledge their hard work and commitment in 2023
as a result of the employee feedback received through
roadshows, People Forum and Peakon survey.
• Peakon employee engagement scores provide a
quantified measurement of engagement.
• Voluntary employee turnover provides insight into
trends on why people chose to leave Vistry.
• Reports through our ‘Speak Up’ hotline allows us
to continue to ‘Do the right thing’ and manage any
issues in a timely manner.
• Accident Incident Rate measures the Company’s
safety performance against the industry and can
highlight areas we need to improve on to keep our
people safe.
CUSTOMERS
People and
organisations who
buy our homes
and buildings.
• High quality,
affordable and
sustainable homes.
• Energy efficiency.
• Building safety and
cladding.
• Mortgage availability
and affordability.
• Excellent customer
service.
• Customer satisfaction surveys.
• Face-to-face and digital
engagement.
• ’Meet the Builder’ and detailed
home demonstration and
inspection meetings.
• Ongoing commercial dialogue.
• The ‘Unwrapped Home’
allowing customers to see how
their property is built.
• Reports on customer satisfaction are provided at
every Board meeting through the HBF customers
satisfaction 8-week and 9-month survey results.
• The Board receives reports on brand and
product development, and, in particular,
development of zero carbon homes and
alternative methods of construction, which
address the customer perspective.
• We are pleased to have achieved a 5-star rating on our HBF
8-week customer satisfaction score. Customer satisfaction
acts as an area of potential downwards discretion in the
Group's bonus scheme.
• 8-week and 9-month HBF customer satisfaction
scores highlight what customers think of our new
homes and whether they are willing to recommend
us to a friend.
• Number of complaints received during a period
and time to resolve. Understanding what the
complaints relate to allow us to improve on these
items going forward.
• Take up of incentives offered by the Group
provides insight on whether we have fully
understood the needs of our customers and
offered the right products to enable them to
become homeowners.
• Defect resolution.
OUR STAKEHOLDERS AND ENGAGEMENT
Positive stakeholder relationships are integral to the success of our business. If we are to
fulfil our purpose, achieve our strategic priorities and create sustainable value over the long
term, it is essential that we proactively engage with our stakeholders and understand and
respond to their issues. This includes the Board taking stakeholder feedback into account
in its decision-making.
88
|
Vistry Group PLC
For further information about our strategy:
See pages 18 to 23.
STAKEHOLDER KEY PRIORITIES COMPANY ENGAGEMENT BOARD
-
LEVEL ENGAGEMENT ACTIONS AND OUTCOMES HOW WE EVALUATE OUR ENGAGEMENT
LINK TO
STRATEGIC
PILLARS
PEOPLE
Our employees
who underpin the
delivery of our
purpose and strategy.
• Pay and rewards.
• Health and
wellbeing.
• Development
opportunities.
• Safe, fair and
diverse working
environment.
• Open
communications.
• Integration
outcomes following
the Combination.
• Regular updates on the
Integration and how it would
impact employees.
• Opportunity to submit
questions on the Integration
via DUG, our intranet.
• Weekly Vistry Voice podcast
hosted by the CEO and
members of the ELT.
• Regular employee
representative meetings
including participation in our
People Forum, feedback from
which is communicated to the
Board and actioned.
• Confidential Peakon employee
engagement surveys carried
out twice a year.
• ELT roadshows held virtually
and in person.
• People Forum – Designated NED for workforce
engagement.
• The Board attended one collective formal site
visit and conducted meetings with divisional
management teams.
• Non-Executive Directors attended site visits on
an individual basis throughout the year.
• The Board met with site and sales employees.
• The Board visited Vistry Works East Midlands and
Vistry Works, Leicester to tour the facilities and
meet with factory teams.
• The Board reviews the findings of the Peakon
employee engagement survey which highlights
the issues that matter most to our people.
• The Board invites Members of the management
team to regularly attend Board meetings and
input to discussion items.
• The Board and Audit Committee receive data
on the Group’s ‘Speak Up’ hotline and, details of
related investigations and the resulting outcomes.
• The CEO, CFO and COO all take part in the
employee roadshows and answer any questions
employees may have. The full Q&A is published
on DUG.
• Members of the Board attend the Company’s
Risk Oversight Committee which is comprised
of employees from across the Group where the
principal risks and their mitigation plans are
discussed, and emerging risks are identified
and debated.
• The Remuneration Committee receives reports
on workforce remuneration practices and
alignment of incentives and rewards with culture.
• Action plans were put in place with individual functions
and teams to either enhance or improve engagement they
undertake with their teams.
• Maternity, paternity and adoption leave was enhanced as
part of the Integration.
• Introduced Vistry Pay to all employees which allows
employees to drawdown a percentage of their salary in
advance of pay day.
• Salary sacrifice electric car scheme for all employees.
• Workforce remuneration overview taken into account in
setting Executive Director and senior management pay
and incentives.
• Establishment of Business Improvement Groups to review
processes and drive efficiency to reduce workload.
• Extra day holiday granted for all employees to
acknowledge their hard work and commitment in 2023
as a result of the employee feedback received through
roadshows, People Forum and Peakon survey.
• Peakon employee engagement scores provide a
quantified measurement of engagement.
• Voluntary employee turnover provides insight into
trends on why people chose to leave Vistry.
• Reports through our ‘Speak Up’ hotline allows us
to continue to ‘Do the right thing’ and manage any
issues in a timely manner.
• Accident Incident Rate measures the Company’s
safety performance against the industry and can
highlight areas we need to improve on to keep our
people safe.
CUSTOMERS
People and
organisations who
buy our homes
and buildings.
• High quality,
affordable and
sustainable homes.
• Energy efficiency.
• Building safety and
cladding.
• Mortgage availability
and affordability.
• Excellent customer
service.
• Customer satisfaction surveys.
• Face-to-face and digital
engagement.
• ’Meet the Builder’ and detailed
home demonstration and
inspection meetings.
• Ongoing commercial dialogue.
• The ‘Unwrapped Home’
allowing customers to see how
their property is built.
• Reports on customer satisfaction are provided at
every Board meeting through the HBF customers
satisfaction 8-week and 9-month survey results.
• The Board receives reports on brand and
product development, and, in particular,
development of zero carbon homes and
alternative methods of construction, which
address the customer perspective.
• We are pleased to have achieved a 5-star rating on our HBF
8-week customer satisfaction score. Customer satisfaction
acts as an area of potential downwards discretion in the
Group's bonus scheme.
• 8-week and 9-month HBF customer satisfaction
scores highlight what customers think of our new
homes and whether they are willing to recommend
us to a friend.
• Number of complaints received during a period
and time to resolve. Understanding what the
complaints relate to allow us to improve on these
items going forward.
• Take up of incentives offered by the Group
provides insight on whether we have fully
understood the needs of our customers and
offered the right products to enable them to
become homeowners.
• Defect resolution.
Annual Report and Accounts 2023
|
89
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
STAKEHOLDER KEY PRIORITIES COMPANY ENGAGEMENT BOARD
-
LEVEL ENGAGEMENT
ACTIONS AND OUTCOMES HOW WE EVALUATE OUR ENGAGEMENT
LINK TO
STRATEGIC
PILLARS
PARTNERS
Local authorities,
registered providers and
housing associations
who work with us in the
delivery of our strategy.
• The successful
delivery of high
quality, affordable
and sustainable
homes.
• Engagement with large housing
associations through forums.
• Membership of the Home
Builders Federation.
• Regular meetings with partners.
• Dedicated affordable housing
team that liaises with our
registered provider partners.
• Peter Denton, Chief Executive Officer of Homes
England attended a Board meeting to outline
the strategy of Homes England to accelerate the
pace of house building and regeneration across
the country and its ongoing relationship with
the Group.
• The perspectives of Partners on the Group
and their role within the Partnerships focused
operating model were provided to the Board
through the strategy update discussions.
• The completion of substantial partnership agreement with
Leaf Living and Sage Homes to deliver 2,800 homes.
• Only listed developer to receive Homes England strategic
grant to support development of affordable homes.
• Securing preferred developer status on mixed
tenure developments with Partners.
• Developing sites with at least 50% presold
to Partners.
• Delivering affordable homes for Partners above
s106 requirements.
INVESTORS
Investors who provide
capital to fund our
activities.
• Sustainable returns.
• Strategy and
delivery.
• Embedded ESG
practices.
• Investor meetings and
roadshows.
• Trading updates and bi-annual
results announcements and
presentations.
• AGM and General Meeting.
• Shareholder consultations.
• The Chair of the Remuneration Committee
took part in extensive consultation with
shareholders during the summer with feedback
sought on changes to the remuneration policy
from investors.
• The Board receives analyst notes published
about the Group and the sector and is
regularly updated by the Executive Directors
and the Group’s brokers on shareholder
sentiment, feedback from meetings and the
Group’s IR programme.
• The Board, with the exception of Jeff Ubben and
those who were stepping down as Directors,
attended the 2023 AGM and General Meeting
and were available to answer shareholder
questions during and after the meeting.
• The Chair of the Board met with 36 shareholders
during the year.
• Capital allocation policy confirmed, targeting £1bn capital
distribution over next three years and elimination
of net debt.
• Further progressed our sustainability targets.
• Proposed a new Remuneration Policy following shareholder
votes at the 2023 AGM.
• Share register movements provide insights into
the number of shareholders buying and selling
shares in the Company.
• Results at the AGM help us to gain an
understanding of which resolutions generate
shareholder concern.
REGULATORS
Entities that set the
framework, including
legislation, we must
operate within
• Effective
implementation
of legislation
and regulations
including building
safety, biodiversity
net gain, Future
Homes Standards
and New Homes
Quality Code.
• Trusted partner.
• Direct discussions with
Government departments.
• Homes England and local
authorities engagement.
• HBF engagement.
• Participation in Government
consultations.
• Pre-application engagement
with local planning authorities,
town and parish councils and
local communities.
• Reports on engagement with the HBF,
government departments and Homes England
are provided through the year on key topics
such as successful grant for First Homes, new
NHQB code and ombudsman and progress of
Building Safety Bill.
• Vistry signed the Developer Remediation Contract with
DLUHC and progressed its building safety remediation
obligations.
• Development of house type specifications to meet Future
Homes Standard.
• Constructive dialogue with Government
departments and other regulators.
HOMES AND
COMMUNITIES
People who are
impacted by what
we do.
• Quantifiable
positive social
impact.
• Increased delivery
of affordable
homes.
• Minimal impact
from operations.
• Regular engagement and
meetings with registered
providers of social housing,
housing associations and
the HBF.
• Undertake and participate in
public consultations.
• Support local community
initiatives.
• Regular engagement and meetings with
Registered Provider, Housing Associations
and HBF.
• Undertake and participate in public
consultations.
• Support local community initiatives.
• Sustainability metric included in Annual Bonus scheme
including targets for Skills Academies, delivery of affordable
homes above s106 requirements and customer satisfaction.
• Sustainability targets included in external debt facilities.
• Achievement against Sustainability targets.
• Increased production and use of timber frame
and associated products manufactured by
Vistry Works.
SUPPLY CHAIN
Businesses and
companies that provide
us with materials
and services for our
building projects.
• Long-term
relationships.
• Equitable
commercial and
payment terms.
• Modern slavery.
• Fair pay.
• Regular ELT level engagement
with key suppliers.
• Undertake account reviews
and gather 360 supplier
feedback which is shared with
Risk Oversight Committee and
the Board.
• Regular project meetings.
• Host product development
forums.
• CEO, CFO and COO maintain relationships with
directors of the Group’s key suppliers.
• Reports on supply chain management are
provided at every Board meeting and there
was increased focus on this in 2023 due to the
integration synergies the Group was looking
to achieve.
• The Board receives annual reports on the
Group’s Modern Slavery Act procedures including
steps taken to engage with the supply chain on
the topic.
• Successful implementation of synergies programme and
alignment of supply chain across the Group.
• Strategic partnerships in place with key suppliers to
deliver surety of supply, develop innovation and support
sustainability and social value agenda.
• Proactively managed cost base with our key supply chain
partners, resulting in material and labour cost reductions
in H2 2023.
• Strategic partnerships with key suppliers
that support our operations with equitable
commercial terms.
• Achievement of synergies targets in 2023.
90
|
Vistry Group PLC
STAKEHOLDER KEY PRIORITIES COMPANY ENGAGEMENT BOARD
-
LEVEL ENGAGEMENT
ACTIONS AND OUTCOMES HOW WE EVALUATE OUR ENGAGEMENT
LINK TO
STRATEGIC
PILLARS
PARTNERS
Local authorities,
registered providers and
housing associations
who work with us in the
delivery of our strategy.
• The successful
delivery of high
quality, affordable
and sustainable
homes.
• Engagement with large housing
associations through forums.
• Membership of the Home
Builders Federation.
• Regular meetings with partners.
• Dedicated affordable housing
team that liaises with our
registered provider partners.
• Peter Denton, Chief Executive Officer of Homes
England attended a Board meeting to outline
the strategy of Homes England to accelerate the
pace of house building and regeneration across
the country and its ongoing relationship with
the Group.
• The perspectives of Partners on the Group
and their role within the Partnerships focused
operating model were provided to the Board
through the strategy update discussions.
• The completion of substantial partnership agreement with
Leaf Living and Sage Homes to deliver 2,800 homes.
• Only listed developer to receive Homes England strategic
grant to support development of affordable homes.
• Securing preferred developer status on mixed
tenure developments with Partners.
• Developing sites with at least 50% presold
to Partners.
• Delivering affordable homes for Partners above
s106 requirements.
INVESTORS
Investors who provide
capital to fund our
activities.
• Sustainable returns.
• Strategy and
delivery.
• Embedded ESG
practices.
• Investor meetings and
roadshows.
• Trading updates and bi-annual
results announcements and
presentations.
• AGM and General Meeting.
• Shareholder consultations.
• The Chair of the Remuneration Committee
took part in extensive consultation with
shareholders during the summer with feedback
sought on changes to the remuneration policy
from investors.
• The Board receives analyst notes published
about the Group and the sector and is
regularly updated by the Executive Directors
and the Group’s brokers on shareholder
sentiment, feedback from meetings and the
Group’s IR programme.
• The Board, with the exception of Jeff Ubben and
those who were stepping down as Directors,
attended the 2023 AGM and General Meeting
and were available to answer shareholder
questions during and after the meeting.
• The Chair of the Board met with 36 shareholders
during the year.
• Capital allocation policy confirmed, targeting £1bn capital
distribution over next three years and elimination
of net debt.
• Further progressed our sustainability targets.
• Proposed a new Remuneration Policy following shareholder
votes at the 2023 AGM.
• Share register movements provide insights into
the number of shareholders buying and selling
shares in the Company.
• Results at the AGM help us to gain an
understanding of which resolutions generate
shareholder concern.
REGULATORS
Entities that set the
framework, including
legislation, we must
operate within
• Effective
implementation
of legislation
and regulations
including building
safety, biodiversity
net gain, Future
Homes Standards
and New Homes
Quality Code.
• Trusted partner.
• Direct discussions with
Government departments.
• Homes England and local
authorities engagement.
• HBF engagement.
• Participation in Government
consultations.
• Pre-application engagement
with local planning authorities,
town and parish councils and
local communities.
• Reports on engagement with the HBF,
government departments and Homes England
are provided through the year on key topics
such as successful grant for First Homes, new
NHQB code and ombudsman and progress of
Building Safety Bill.
• Vistry signed the Developer Remediation Contract with
DLUHC and progressed its building safety remediation
obligations.
• Development of house type specifications to meet Future
Homes Standard.
• Constructive dialogue with Government
departments and other regulators.
HOMES AND
COMMUNITIES
People who are
impacted by what
we do.
• Quantifiable
positive social
impact.
• Increased delivery
of affordable
homes.
• Minimal impact
from operations.
• Regular engagement and
meetings with registered
providers of social housing,
housing associations and
the HBF.
• Undertake and participate in
public consultations.
• Support local community
initiatives.
• Regular engagement and meetings with
Registered Provider, Housing Associations
and HBF.
• Undertake and participate in public
consultations.
• Support local community initiatives.
• Sustainability metric included in Annual Bonus scheme
including targets for Skills Academies, delivery of affordable
homes above s106 requirements and customer satisfaction.
• Sustainability targets included in external debt facilities.
• Achievement against Sustainability targets.
• Increased production and use of timber frame
and associated products manufactured by
Vistry Works.
SUPPLY CHAIN
Businesses and
companies that provide
us with materials
and services for our
building projects.
• Long-term
relationships.
• Equitable
commercial and
payment terms.
• Modern slavery.
• Fair pay.
• Regular ELT level engagement
with key suppliers.
• Undertake account reviews
and gather 360 supplier
feedback which is shared with
Risk Oversight Committee and
the Board.
• Regular project meetings.
• Host product development
forums.
• CEO, CFO and COO maintain relationships with
directors of the Group’s key suppliers.
• Reports on supply chain management are
provided at every Board meeting and there
was increased focus on this in 2023 due to the
integration synergies the Group was looking
to achieve.
• The Board receives annual reports on the
Group’s Modern Slavery Act procedures including
steps taken to engage with the supply chain on
the topic.
• Successful implementation of synergies programme and
alignment of supply chain across the Group.
• Strategic partnerships in place with key suppliers to
deliver surety of supply, develop innovation and support
sustainability and social value agenda.
• Proactively managed cost base with our key supply chain
partners, resulting in material and labour cost reductions
in H2 2023.
• Strategic partnerships with key suppliers
that support our operations with equitable
commercial terms.
• Achievement of synergies targets in 2023.
OUR STAKEHOLDERS AND ENGAGEMENT
continued
Annual Report and Accounts 2023
|
91
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
DIVISION OF RESPONSIBILITIES
ROLE ON THE BOARD RESPONSIBILITIES
Chair
Ralph Findlay
• Leads the Board and its overall effectiveness in directing the Company.
• Promotes high standards of governance.
• Promotes a culture of openness and inclusion to facilitate and encourage open
constructive challenge and debate between all Directors.
• Engages with major shareholders to understand their views on governance and
performance against strategy.
Chief Executive Officer
Greg Fitzgerald
• Day-to-day management of the Group.
• Leads the ELT in delivering the Group strategy, objectives and culture as determined
by the Board.
• Responsible for maintaining dialogue with the Chair, the Group’s shareholders and
other stakeholders.
• Ensures the Board is aware of the views of the workforce.
Senior Independent Director
Ashley Steel
(up to 18 May 2023)
• Sounding board for the Chair.
• Serves as an intermediary for other Directors.
• Available to shareholders if they have concerns when contact through the normal
channels has either failed to resolve or would be inappropriate.
• Leads meetings of the Non-Executive Directors without the Chair present to appraise
the Chair’s performance.
Non-Executive Directors
Chris Browne
Rowan Baker
Paul Whetsell
Helen Owers
Usman Nabi
• Provide constructive challenge and independent perspective.
• Monitor strategic execution and performance in accordance with the risk and
control framework.
• Serve on the Board’s Committees.
• Promote and support the Group’s values and commitment to high standards of
corporate governance.
General Counsel &
Group Company Secretary
Clare Bates
• Responsible for advising the Board on all corporate governance matters and best practice.
• Works with the Chair to ensure Directors receive accurate and timely information to
enable them to discharge their duties.
• Ensures there is a smooth flow of information to enable effective decision making.
• Works with the Chair to design the induction program for new Board members and
co-ordinates ongoing Board training.
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The responsibilities of the Chair, Chief Executive Officer, Senior
Independent Officer, Board and Board Committees are clear,
set out in writing and regularly reviewed by the Board. There
is a clear division of responsibilities between Executive and
Non-Executive Directors as shown in the table below.
Each has Board approved roles and responsibilities
and specific details of their roles are available on Board
of Directors on pages 76 and 77 and on the corporate
website at
www.vistrygroup.co.uk
THE CHAIR AND CHIEF EXECUTIVE OFFICER
In 2023, there was a clear division of responsibility between
the running of the Board by the Chair, Ralph Findlay, and
the day-to-day management of the Group by the CEO,
Greg Fitzgerald.
From close of the AGM on 16 May 2024, Greg Fitzgerald will
take on the role of Executive Chair and CEO, further details
on this can be found on pages 97 to 98.
THE SENIOR INDEPENDENT DIRECTOR
Up to 18 May 2023, Ashley Steel was Senior Independent
Director (SID).
The Board has commenced a search for an experienced SID who
will provide additional oversight on governance matters and serve
as an alternative point of communication for investors and the
other Non-Executive Directors.
INDEPENDENCE OF NON
-
EXECUTIVE DIRECTORS
The independence of the Non-Executive Directors is kept under
review and assessed annually. The Board considers that all Non-
Executive Directors, with the exception of Jeff Ubben and Usman
Nabi who served during the year, are independent in character
and judgement, with no relationships or circumstances that are
likely to affect, or could appear to affect their judgement.
COMPOSITION, SUCCESSION AND EVALUATION
BOARD COMPOSITION
Appointments to our Board are made solely on merit
with the overriding objective of ensuring that the Board
maintains the correct balance of skills, diversity, length
of service and knowledge of the sector to successfully
determine the Group’s strategy. Appointments are
made based on recommendations from the Nomination
Committee with due consideration given to the benefits
of diversity in its widest sense, including gender, social and
ethnic backgrounds. The Nomination Committee also review
the ongoing commitments of candidates prior to making
recommendations for the appointment of new Directors.
Directors are required to seek Board approval prior to taking
on additional commitments to ensure that existing roles and
responsibilities continue to be met and conflicts are avoided
or managed.
For details on the Company's compliance with Listing
Rule 9.8.6 see page 99.
For Board biographies see pages 76 and 77.
RE
-
APPOINTMENT OF DIRECTORS
All Directors (other than Ralph Findlay and Chris Browne)
are subject to annual re-election and will be proposed for
election or re-election (as appropriate) by shareholders
at the 2024 AGM. The Chair has confirmed that following
evaluation, all Directors continue to be effective and have
the time available to commit to their role. The Board
strongly supports the election or re-election (as appropriate)
of all individual Directors. Ralph Findlay and Chris Browne
have both served on the Board for nine years and will be
stepping down at the conclusion of the 2024 AGM.
The Directors’ biographies on pages 76 and 77 and
the notes to the 2024 AGM Notice that accompanies this
Annual Report and Accounts, together provide details
explaining why the Directors' individual contributions are,
and continue to be important for the Group’s long-term
sustainable success.
For more on Board appointments see the Nomination
Committee Report on pages 96 to 99.
BOARD INDUCTION AND DEVELOPMENT
On joining the Board, all Directors participate in a formal
induction programme which is monitored by the Chair
and is the responsibility of the Company Secretary.
The induction provides new Directors with insight into the
Group’s strategy, culture and operations and informs them
about the governance and internal controls processes in
place. Its purpose is to ensure that each newly appointed
Director is able to contribute to Board discussions as quickly
as possible. Each induction is then tailored to the individual
Director’s needs based on their skills and experience.
The Board has received corporate governance updates,
which included ESG matters throughout the year as well as
training on sector specific topics. All Directors have access
to the advice and services of the Company Secretary and,
through her, have access to independent professional advice
in respect of their duties, at the Group’s expense.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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Construction & property
Retail
Financial
Strategy & business development
People & culture
Health & safety and regulation
Public sector
Environment & sustainability
%
0
50
100
BOARD DIVERSITY CHARACTERISTICS
BOARD SKILLS MATRIX
AGE CATEGORIES LEVEL OF ACADEMIC EDUCATION
40 to 50 Graduate (University level)
51 to 60 Post-graduate
61 plus Doctorate
GENDER
School leaver
Male
SEXUAL ORIENTATION
Female Heterosexual
ETHNIC GROUP NATIONALITY
White British
Asian, Asian British
or Asian Welsh
American
GENDER
AGE CATEGORIES
ETHNIC GROUP
LEVEL OF ACADEMIC
EDUCATION
SEXUAL ORIENTATION
NATIONALITY
* Ethnicity classifications using the ONS www.ons.gov.uk/
peoplepopulationandcommunity/culturalidentity/ethnicity/
bulletins/ethnicgroupenglandandwales/census2021
The data presented is for the Board of Directors listed on pages 76 and 77.
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NEW DIRECTOR INDUCTION PROGRAMMES DELIVERED IN 2023
Jeff Ubben, Paul Whetsell and Helen Owers joined the Board in March 2023 and May 2023 respectively.
Some of the activities included in their induction programmes are detailed below.
DIRECTOR DESCRIPTION INDUCTION SESSIONS INCLUDED
MEETINGS DURING
INDUCTION PERIOD
JEFF UBBEN Tailored Non-Executive
Director induction following
Jeff’s appointment as a
Non-Independent
Non-Executive Director.
• Board governance framework and
Directors’ duties.
• Overview of the Group’s operations.
• Visit to Vistry Works timber
frame factory.
• Regular one-to-one meetings
with the Chair, CEO, and other
members of the Board.
• Meetings with the General
Counsel & Group Company
Secretary.
PAUL WHETSELL Tailored Non-Executive
Director induction following
Paul’s appointment as a
Non-Executive Director,
Chair and member of the
Remuneration Committee
and member of the Audit
Committee and Nomination
Committee.
• Stakeholder landscape and
relationships.
• Governance matters and Directors’
duties, particularly in regards to
remuneration.
• Briefing from external remuneration
advisors and external auditors PWC.
• Meetings with members of the ELT
and site visits.
• Regular one-to-one meetings
with the Chair, CEO, and other
members of the Board.
• Meetings with the General
Counsel & Group Company
Secretary.
• Meeting with Willis Towers
Watson, the Board’s external
remuneration advisors.
HELEN OWERS Tailored Non-Executive
Director induction following
Helen’s appointment as a
Non-Executive Director and
member of the Remuneration
Committee, Audit Committee
and Nomination Committee.
• The Group’s strategy and culture.
• Overview of the Group’s operations.
• Board governance framework
and Directors’ duties.
• Meetings with members of the ELT
and site visits.
• Briefing from external auditors PWC.
• Regular one-to-one meetings
with the Chair, CEO, and other
members of the Board.
• Meetings with the General
Counsel & Group Company
Secretary.
The Director induction programme shall be reviewed for 2024 to better support new Directors to quickly understand the strategy,
shareholder perspectives, the principal risks faced by the Group and the key performance metrics.
BOARD PERFORMANCE REVIEW
It was intended that an external performance review take place in 2023. However, due to the evolution of the Board taking
place at the end of 2023, it was decided to defer the external performance review until Spring 2024. This shall allow the newly
appointed Executive Chair to obtain the perspectives of Ralph Findlay and Chris Browne as outgoing Directors along with input
from the newly appointed Directors and those who remain on the Board.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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2022 BOARD EVALUATION PROGRESS AGAINST ACTIONS
In December 2022, the Board undertook an internal evaluation of effectiveness which took the form of a detailed questionnaire and
explored the functioning of the Board as a unit and the relationship between Board members. It was established that the Board
considered it had worked well and effectively through the strategic issues that arose during the year.
The key findings from the 2022 Board evaluation process, the Board-agreed actions to address recommendations and the current
progress against those actions are detailed below.
KEY FINDING PRIORITY ACTIONS FOR 2023 PROGRESS AGAINST ACTION
STRATEGY/
INTEGRATION
Oversee the integration of Countryside, a key
activity for the Board and the Group in 2023.
This should not be at the detriment of other
strategic priorities which were to be reviewed in
detail during the year including:
• Continuing development of the investment case
• Capital allocation
• Sustainability
• Customer
• Brand proposition
• Culture
• Political/regulatory issues and changes
The Board has received integration updates at each
meeting as part of the COO Report. A new Capital
Allocation Policy was approved in September 2023.
Detail on the other key strategic priorities was provided as
part of the annual strategic review and the review of the
new strategy.
STAKEHOLDERS
• Receive direct input from and engagement
with, a registered provider about their interaction
with Countryside Partnerships; this item was
deferred from 2022.
• Receive more frequent feedback and
insights from the Group’s customer
engagement activities.
• Deepen understanding of shareholders' views.
Peter Denton, CEO of Homes England met with the
Board in April 2023 to provide his perspective. There has
been extensive engagement with shareholders during
2023, particularly in relation to the new Remuneration
Policy. More insights are required from customer
engagement activities.
SUSTAINABILITY
• Focus on continuing to develop reporting on
verifiable baseline data and SBTi targets.
• Incorporate sustainability metrics into the KPIs.
A Sustainability Committee has been formed including
attendance by a NED. The SBTi has verified both our net
zero science-based targets and our near-term science-
based targets. The COO provides regular reporting on
implementation of sustainability initiatives. A refreshed
Sustainability Strategy has been approved.
BOARD
COMPOSITION
• Continue to address Board composition and
succession, taking into account natural attrition
within the Board and the importance of diversity.
• Evolve the Board's skills and experience to
reflect the enlarged and more complex Group
and to support its growth strategy.
There has been active consideration of Board composition
during 2023 with numerous changes. The Chair succession
planning process was undertaken during the year which
concluded with the announcement of Greg Fitzgerald as
Executive Chair from the 2024 AGM. Improving the diversity
of the Board, including gender and ethnicity, has been a
key area of focus in 2023. A recruitment process to seek
to appoint additional Non-Executive Directors and, in
particular, a Senior Independent Director remains ongoing.
SUCCESSION
PLANNING
• Continue succession planning for the senior
leadership of the Group at both CEO/ELT and
sub-ELT levels.
• Focus on people development, including plans
for the development of more diverse leadership.
Succession planning and people development across
the senior leadership of the Group was considered at the
meeting in May 2023. Implementation of the new strategy
required a restructure of the operational leadership and
a refresh of succession planning is underway within the
Company to align to the new operating model. Succession
planning for the CEO and ELT has been an ongoing process
throughout 2023 and shall remain a priority in 2024.
BOARD PAPERS
• Review the monthly financial information and
KPIs to assess appropriateness for the enlarged
Group and adapt as required.
The review of the monthly financial information and KPIs
was delayed to allow for reports to reflect the refreshed
operational structure.
COMPOSITION, SUCCESSION AND EVALUATION
continued
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KEY RESPONSIBILITIES
• Reviews balance and composition of the Board.
• Maintains focus on succession planning.
• Leads recruitment process for the Board.
• Recommends appointment of Directors.
• Sets diversity policy.
2023 HIGHLIGHTS
• Recommending the appointment of Helen Owers and
Paul Whetsell as Non-Executive Directors and Paul
Whetsell as Chair of the Remuneration Committee.
• Overseeing the Chair succession planning process.
• Overseeing search process for two additional
Independent Non-Executive Directors.
• Succession planning update which included individual
assessments and development planning at both CEO/ELT
and below ELT levels.
2024 PRIORITIES
• Planning for Executive and senior leadership succession
across the Group at both ELT and below ELT levels in light
of the updated strategy.
• Focus on D&I initiatives to improve the diversity of the
workforce including senior leadership succession planning.
• Overseeing search process for appointment of Senior
Independent Director.
COMMITTEE MEMBERSHIP, MEETINGS AND ATTENDANCE
The table below sets out the number of scheduled meetings
attended out of the meetings members were eligible to attend.
DIRECTOR
JOINED ATTENDANCE
Ralph Findlay
(Chair since 18/5/2022)
7 April 2015 5/5
Chris Browne 1 September 2014 5/5
Nigel Keen
(Member until 23/3/2023)
15 November 2016 2/2
Katherine Innes Ker
(Member until 18/5/2023)
9 October 2018 2/3
Ashley Steel
(Member until 18/5/2023)
10 June 2021 3/3
Rowan Baker 18 May 2022 5/5
Paul Whetsell 18 May 2023 2/2
Helen Owers 18 May 2023 2/2
The CEO attended all meetings and the COO and CFO attended
meetings by invitation. The General Counsel & Group Company
Secretary acts as secretary to the Committee.
The Committee's Terms of Reference are available at
www.vistrygroup.co.uk/investor-centre/corporate-governance.
NOMINATION COMMITTEE REPORT
RALPH FINDLAY OBE
Nomination Committee Chair
“The Committee has been focused on Board composition in
the year. This is my last year as Chair of the Board and the
Committee has undertaken a Chair succession planning
process leading to the announcement of Greg Fitzgerald
as Executive Chair and CEO from May 2024. We will continue
to strengthen the Board’s collective skills and experience
and recruit additional Independent Non-Executive
Directors and a Senior Independent Director.”
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
DEAR SHAREHOLDER
This report provides a summary of the Nomination Committee’s
activities during the course of the year.
OUR ROLE
If we are to create sustainable value for all of our stakeholders,
we must ensure that we have a skilled, diverse and effective
Board and senior leadership team. In 2023, the Committee has
continued its keen focus on Board composition, considering
and supporting changes to the Non-Executive Directors and
continuing to oversee the Chair transition.
As a Committee, we must ensure that we attract the best senior
management talent to lead our business. And, having attracted
the best, we must also ensure that we develop our people and
retain them.
CHANGES TO MEMBERSHIP
During the year, there were a number of changes to the
composition of the Committee. Helen Owers and Paul Whetsell
were appointed to the Board in May 2023 and joined the
Committee. Nigel Keen stepped down from the Board with
effect from 23 March 2023 and Katherine Innes Ker and Ashley
Steel stepped down from the Board from conclusion of the
2023 AGM; they all ceased to be members of the Committee at
the same time.
All members of the Committee during 2023 were Independent
Non-Executive Directors, with the exception of the Chair.
BOARD COMPOSITION
The year ending 2023 has seen a period of transition and
evolution for the Board. It was announced on 12 January 2024
that I shall step down as Chair with effect from the conclusion
of the forthcoming AGM. I was appointed to the Board in April
2015 and as such, my nine-year tenure shall be completed
shortly before I step down. During the year, the Nomination
Committee undertook a Chair succession planning process
which concluded with confirmation that Greg Fitzgerald shall
succeed me as Executive Chair and CEO. The succession
planning for the Board has been the primary focus of
Committee in 2023.
There were a number of other Board changes during the year,
as a result in March 2023, it was announced that Jeffrey Ubben
was to join the Board as a Non-Executive Director. Jeff was not
considered independent due to his role with Inclusive Capital.
Jeff is a Founder, Managing Partner and the Portfolio Manager
of Inclusive Capital Partners L.P., who are one of the Company's
largest shareholders. On 12 January 2024, it was announced that
Jeff stepped down from the Board with immediate effect.
Also, in March 2023, it was announced that each of Katherine
Innes Ker and Nigel Keen were to step down and resign as
Independent Non-Executive Directors of the Company, and
in April 2023, the resignation of Ashley Steel was announced.
Nigel Keen stepped down with effect from 23 March 2023 and
Katherine Innes Ker and Ashley Steel both stepped down
with effect from the close of the Annual General Meeting on
18 May 2023.
In May 2023, Paul Whetsell and Helen Owers were both
appointed as Independent Non-Executive Directors with Paul
also appointed as Chair of the Remuneration Committee.
They both bring significant operational expertise, with Paul's
housebuilding sector experience and Helen's UK-listed
company experience strengthening the Board.
We are also pleased to have appointed Usman Nabi, Managing
Partner of Browning West, as a Non-Executive Director with
effect from 12 January 2024. Browning West is an independent
investment partnership based in Los Angeles, California and is
currently the Company’s largest shareholder. Usman is a highly
experienced Board member and investor in both the United
States and the United Kingdom. He is appointed to the Board
as a representative of Browning West and the Company and
Browning West have entered into an agreement which clarifies
the obligations of, and relationship between, both parties in
respect of Usman’s appointment. Usman has also joined
the Committee.
Chris Browne, Non-Executive Director, has informed the Board
of her intention not to seek re-election and to step down from
the Board from the close of the 2024 Annual General Meeting.
Chris was appointed in 2014 and has served for over nine years
as a Non-Executive Director of the Company.
When recruiting new Non-Executive Directors, members of the
Committee interview selected candidates, who also meet with
the Executive Directors. The Committee then recommends
candidates for appointment to the Board. Decisions relating
to such appointments are made by the entire Board based
on a number of criteria including the candidate’s skills and
experience, the contribution they can make to our business
and their ability to devote sufficient time to properly fulfil
their duties and responsibilities.
CHAIR SUCCESSION PLANNING
The Committee has also undertaken a Chair succession
planning process in anticipation of the Chair reaching his
nine-year tenure during 2024.
The need for continuity and stability in leadership was a
paramount consideration of the Committee in light of the
significant change and transformation underway within
the Group. The Committee debated various options as part
of the process including the potential appointment of an
Executive Chair.
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The Committee carefully considered the UK governance
perspectives of an Executive Chair, and in particular,
Provision 9 of the Code which provides that the roles of the
chair and chief executive should not be exercised by the
same individual and that a chief executive should not become
chair of the same company. It was acknowledged that robust
challenge to an Executive Chair would be required with strong
support from a Senior Independent Director on governance
matters. Soundings were taken from some of the largest
shareholders to understand their perspectives in relation to an
Executive Chair and CEO. In January 2024, it was announced
that Greg would take up the role of Executive Chair and
CEO following the AGM in May 2024. Greg’s 40 years of
experience and value creation in the sector, including a
successful period in a similar role as Executive Chair of
Galliford Try, will ensure consistency and continuity in the
execution of the revised strategy.
The Committee was mindful that at the end of 2023, the
composition of the Board was not compliant with the UK
Corporate Governance Code with respect to independence.
There was no Senior Independent Director, and the Board was
not compliant with the Listing Rules with respect to gender
and ethnic diversity. The Board has commenced a search for
an experienced Senior Independent Director and, taking into
account the evolving need for skills and the importance of
diversity, is seeking to recruit up to two additional, high calibre
Independent Non-Executive Directors of the Company in
due course. The appointment of Usman Nabi in January
2024 has addressed the Listing Rule requirement with respect
to ethnicity.
To address this governance concern of having an Executive
Chair, we recognise that it is of the utmost importance that
we appoint a Senior Independent Director to bolster our
Board governance and to provide enhanced oversight on
governance matters in conjunction with the Executive
Chair. This role will also provide increased engagement with
investors and other stakeholders to ensure their perspectives
are taken into account in decision making and policy, and will
serve as an alternative point of communication for other Non-
Executive Directors and support balance in Board discussions.
The Senior Independent Director shall also serve as Chair
of the Committee from appointment leading on board
composition and succession planning.
SENIOR LEADERSHIP SUCCESSION PLANNING
Our employees underpin the delivery of our strategy and they
are key to our success. Recognising this, the Group’s ability
to attract, retain and develop a committed, motivated and
engaged workforce is a key area of focus for the Board.
During the year, the Committee received a detailed succession
planning update on the senior leadership incorporating the
feedback on senior leadership development undertaken
by Egon Zehnder. This update, which included individual
assessments and development planning at both CEO, ELT
and below ELT levels, provided valuable information which
the Committee took into account when considering Chair
succession planning.
The senior leadership of the Group was reorganised as
part of the strategy update, which resulted in a slimmed
down ELT. We have been pleased to see a number of
internal promotions to the senior leadership during the year.
Succession planning for the new senior leadership structure
has been refreshed with a focus on diversity and mobility.
A key part of our People strategy is focused on developing
and retaining our people to enable them to achieve their
career goals and ambitions. During the year, we launched
a new appraisal format to enhance the data to support
succession planning and career development. An internal
mentoring programme was extended across the Group to
promote cross divisional development. We continue to
support the development of individuals through the Cranfield
Leadership Development course and the internal ‘Leading
Better Together’ executive framework.
Further information about our learning and development
programmes and other new initiatives launched during the
year are set out on page 44.
During 2024, the Committee will continue the longer-term
succession planning for both the Executive Directors and
senior management, at both ELT and below ELT levels, taking
into account evaluations and other key information arising
from our leadership development programmes. The ongoing
oversight of succession planning for the broader senior
management addresses the importance of an appropriate
balance of skills, experience and knowledge along with
ensuring diverse representation at a senior level.
DIVERSITY AND INCLUSION
We are committed to achieving diversity and inclusion (D&I)
across the Group. As at 31 December 2023, the proportion of
women on the Board was 33% with no senior board member
being a woman and no member of the Board from a minority
ethnic background. Following the changes to the Board
announced post year end, as at the date of this report, the
proportion of women on the Board remained at 33% with one
member of the Board from a minority ethnic background but
no senior board member being a woman. Therefore, the Board
meets one of the diversity targets set out in Listing Rule 9.8.6
and shall take the diversity requirements into account during
its current recruitment process for Non-Executive Directors
and appointment of a Senior Independent Director.
Annual Report and Accounts 2023
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99
NOMINATION COMMITTEE REPORT
continued
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 6 67% 3 4 67%
Women 3 33% - 2 33%
White British or other White
(including minority-white groups)
9 100% 3 6 100%
Mixed/Multiple Ethnic groups - - - - -
Asian/Asian British - - - - -
Black/African/Caribbean/Black British - - - - -
Note: Executive management includes ELT members but excludes the CEO, CFO and COO.
The Committee has continued to monitor the implementation
of the Group’s Diversity and Inclusion policy and the plans
and activities in place to ensure that we attract and retain
a diverse range of employees and create an inclusive
working environment.
The Diversity and Inclusion policy applies to the
Board and the Company as a whole and can be
accessed at www.vistrygroup.co.uk/investor-centre/
corporate-governance.
The ongoing oversight of succession planning for senior
management addresses the importance of an appropriate
balance of skills, experience and knowledge along with
diverse representation.
Our Diversity & Inclusion Committee continues to lead
the development and delivery of our D&I agenda and it
is supported by four active Diversity & Inclusion networks
that operate across the Group: Women’s Network, Religion,
Ethnicity and Cultural Heritage (REACH) Network, Pride
Network and Accessibility Allies Network. During the year we
have deepened our collaboration with external organisations
including Women into Construction, BPIC (Black People in
Construction), Diversity Jobs Group and WM People. Initiatives
with these organisations, such as Women’s Development
Days to upskill early female talent, contribute to the business
continuing to build a more equal workforce. Our regular
Peakon employee engagement survey continues to cover
diversity and inclusion and the score returned in relation to
this area was at 8.2 in November 2023 which is 0.2 above the
Peakon benchmark and an improvement on the score in
March 2023 of 7.8.
The Group continued to make a number of senior
appointments in the year to women with overall 124 female
promotions of which ten were to Director level roles and
three Managing Director roles. We will continue to focus on
all aspects of diversity within the senior leadership. Further
information about our D&I agenda are set out on page 45.
CORPORATE GOVERNANCE
Non-Executive Directors’ service contracts are renewed
on a three-year basis, with rigorous scrutiny being applied
prior to approval of a third three-year term, subject to
satisfactory performance and there being no need to
re-balance the Board. The third year of the third term extends
until the subsequent AGM.
The work of the Committee also comprised more routine
business, including nominations for appointment at the 2023
AGM, approval of the Committee report for inclusion in the
2022 Annual Report and discussion of the outcomes and
determination of the actions coming out of the Committee’s
2022 internal performance evaluation.
As highlighted above, from time to time we engage
international search and selection firms including Russell
Reynolds and Egon Zehnder. Russell Reynolds and Egon
Zehnder have no connection with the Group other than
they may be engaged to assist with senior management
appointments and leadership development from time to time.
Both firms are signatories to the Voluntary Code of Conduct
for Executive Search.
PERFORMANCE EVALUATION
In accordance with good governance practice, we usually
undertake an annual evaluation to ensure that the Board,
its Committees and each Director performs effectively.
The Code requires that such evaluation is externally facilitated
at least every three years. The most recent external evaluation
took place in 2020 and therefore an external evaluation was
planned during 2023. It was decided to defer the external
evaluation until Spring 2024 due to the evolution of the Board
taking place at the end of 2023. This shall provide the newly
appointed Executive Chair with the perspectives of myself
and Chris Browne as outgoing Directors along with input from
those who have more recently joined.
RALPH FINDLAY OBE
Chair of the Nomination Committee
14 March 2024
The table below details the gender and ethnicity of the Board and ELT as at 31 December 2023 in accordance with Listing
Rule 9.8.6R(10). Directors and ELT members were asked to self-declare against the Office for National Statistics classification.
KEY RESPONSIBILITIES
• Oversees the integrity of the Group’s financial statements
and formal announcements, including providing advice on
whether the annual report and accounts are fair, balanced
and understandable.
• Reviews significant accounting and financial reporting
judgements.
• Monitors internal controls and risk management framework.
• Monitors the effectiveness of the internal audit process,
including reviewing the internal audit plan and audit reports
and agreeing necessary actions.
• Reviews the effectiveness of the external audit process
and makes recommendations to the Board with regards to
appointing, reappointing or removing the external auditor.
• Reviews and monitors the external auditor's independence
and objectivity.
2023 HIGHLIGHTS
• Reviewed various aspects of the Group’s change in strategy to
fully focus its operations on the Partnerships model.
• Monitored the progress of key integration activities following
the Combination.
• Oversaw the embedding of the risk management framework
and standardisation of controls across the enlarged Group.
• Considered how the impact of regulatory changes in respect
of fire safety impacted upon the fire safety provision and
associated disclosures.
• Reviewed the Group’s financial reporting, internal control
systems and risk management processes.
• Maintained oversight of external and internal audit.
2024 PRIORITIES
• Continue to monitor the progress of the implementation of
the new strategy.
• Undertake a tender process to select the external auditor for
the 2025 financial statements.
• Continue to monitor any changes in regulations including
those related to corporate governance and reporting.
COMMITTEE MEMBERSHIP, MEETINGS
AND ATTENDANCE
The table below sets out the number of scheduled meetings
attended out of the meetings members were eligible to attend.
DIRECTOR JOINED ATTENDANCE
Rowan Baker
18 May 2022 3/3
(Chair since 18 May 2022)
Chris Browne 1 September 2014 3/3
Paul Whetsell 18 May 2023 2/2
Helen Owers 18 May 2023 2/2
Nigel Keen
15 November 2016 0/1
(Member until 23 March 2023)
Katherine Innes Ker
9 October 2018 1/1
(Member until 18 May 2023)
Ashley Steel
10 June 2021 1/1
(Member until 18 May 2023)
Regular other attendees include: the CEO, COO, CFO, Group
Financial Controller, Internal Audit and Risk Director, the
external auditor and the General Counsel & Group Company
Secretary (who acts as secretary to the Committee).
Following two meetings, the Committee met with the external
auditor and the Internal Audit and Risk Director, without
management present. During the year, the Committee Chair
also met privately with the external auditor's lead audit partner.
The Committee's Terms of Reference are available at
www.vistrygroup.co.uk/investor-centre/corporate-
governance.
AUDIT COMMITTEE REPORT
ROWAN BAKER
Audit Committee Chair
“Monitoring the integration of Countryside and
ensuring the control environment and risk
management processes remained effective
during a period of substantial change were key
areas of focus during the year“
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AREA OF
RESPONSIBILITY
ACTIONS TAKEN OUTCOMES
FINANCIAL
REPORTING
• Undertook fair, balanced and understandable
review of the 2023 Annual Report and Accounts.
• Reviewed significant accounting judgements for
the 2023 audit.
• Reviewed the 2023 viability assessments and
management’s process and assumptions for
assessing viability.
• Reviewed the 2023 going concern statement and
management’s forecasts and projections for 2024
and 2025.
• Conducted a review of the half-year 2023
going concern assessment.
• Reviewed the half-year and full-year financial
and narrative statements and trading updates,
including the alternative performance
measures presented.
• Considered the accounting policies and practices
applied, including in respect of any exceptional
transactions during the year and the strategy
change.
• Reviewed the TCFD statement and the Group’s
approach to TCFD.
• Advised the Board in relation to the fair,
balanced and understandable assessment of
the Group’s position and prospects.
• Confirmed to the Board that the Committee
was satisfied with the clarity and accuracy
of the half-year and full-year financial
statements.
• Confirmed to the Board the appropriateness
of the going concern and viability assessments.
• Approved the Group’s 2023 TCFD statement
including details of the Group’s risks and
opportunities in relation to climate change
and scenario analysis.
DEAR SHAREHOLDER
On behalf of the Board, I am pleased to present the report of
the Audit Committee for the year ended 31 December 2023.
This report sets out our work and how our responsibilities
in relation to audit, risk and internal control have been
implemented. In performing our duties, we have complied
with the requirements of the Code and followed FRC best
practice guidance. We work closely with our finance and
internal audit teams, and with PwC, our external auditor,
which helps us to ensure that our internal control processes
remain robust and continue to adapt, our financial reporting
remains clear, and our critical accounting judgements and key
sources of estimation uncertainty are appropriate.
COMMITTEE MEMBERSHIP, MEETINGS
AND ATTENDANCE
Information about the membership of the Committee during
2023, its meetings and attendance at its scheduled meetings
is set out on the adjacent page. Committee membership is
determined by the Board following a recommendation from
the Nomination Committee and is kept under review as part
of the Committee’s performance evaluation. The composition
of the Committee changed during the year to reflect changes
to the Board’s membership. In compliance with the Code,
the Committee is comprised exclusively of Non-Executive
Directors, and each member is considered to be independent
by the Group. The Committee members bring a wide
range of sectoral and other competence and experience
that enables the Committee to provide constructive
challenge and support to management.
The Board has determined that I have recent and relevant
financial and sectoral experience and is satisfied that the
Committee had competence relevant to the sector and its
overall responsibilities throughout the year.
The Committee’s work is focused on checking the appropriate
accounting treatment for, and disclosure of, the issues
considered and is based on the information available at
the time of the discussions. Unless otherwise noted, the
Committee carried out its work using information supplied
by management. Detailed papers and information are
circulated sufficiently in advance of meetings to allow full
and proper consideration of the matters for discussion.
ROLE AND RESPONSIBILITIES
The role of the Committee is to assist the Board in fulfilling
its corporate governance responsibilities. The Committee’s
key responsibilities are detailed on the adjacent page.
As the Group’s risk profile continues to evolve, the Committee
adjusts its scrutiny of relevant risk areas and key judgements,
including going concern, gross margin recognition and the
accounting for material Partner Funded sales contracts.
The Committee follows a formal agenda at each meeting
to ensure that all elements of its remit are covered, and
meetings are scheduled in line with the Group’s financial
reporting timetable. The Committee’s key activities during
the year are set out in the following table, and further
information on its work, including full descriptions of the risk
management and internal control processes, is set out on
the following pages. The Committee’s oversight role includes
ensuring the integrity of the financial statements and
related announcements.
AREA OF
RESPONSIBILITY
ACTIONS TAKEN OUTCOMES
EXTERNAL
AUDITOR
• Scrutinised the independence and objectivity of
the external auditor.
• Evaluated the performance and approach
of the auditor during the 2023 audit and the
effectiveness of the external audit process.
• Monitored compliance with our Group policy on
the engagement of the external auditor to supply
non-audit services.
• Recommended the reappointment of PWC
as external auditor for the 2023 financial year.
• Approved the audit fee for the 2023
financial year.
• Confirmed compliance with the Group
policy on non-audit fees and the
independence of the external auditor.
• Recommended the reappointment of PWC
for the 2024 financial year.
• Commenced process to tender the external
audit for the 2025 financial year.
RISK
MANAGEMENT
AND INTERNAL
CONTROLS
• Formally reviewed the effectiveness of the
risk identification process and the approach
taken by the Group to address climate-related
financial risk.
• Reviewed and evaluated the effectiveness of the
Group’s internal financial controls and internal
control and risk management systems, including
obtaining assurance that controls are operating
effectively and are evidenced as such through, for
example, the internal self-certification exercise
and subsequent testing by Internal Audit.
• Monitored and reviewed the awareness of the
Group's whistleblowing process, the effectiveness
of the process, the types of issues raised and how
such matters are investigated.
• Monitored the Group's approach to and controls
around cyber and IT security.
• Monitored and reviewed the effectiveness and
performance of the Group’s Internal Audit and
Risk Director in connection with the 2023 agreed
internal audit plan.
• Reviewed the appropriateness of the 2024
proposed internal audit plan.
• Advised the Board in relation to the outcome
of its risk management reviews, including its
oversight of the risk identification process,
to facilitate the Board’s assessment of the
Group’s emerging and principal risks and risk
appetite review.
• Considered the risk management and internal
control systems to be effective.
• Approved the 2024 internal audit plan.
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FINANCIAL REPORTING
The Directors are responsible for preparing the Annual Report
and Accounts. The Committee is responsible for reviewing and
reporting to the Board on the clarity and accuracy of the half-
year and full-year financial statements. The key activities table
on the previous page sets out the actions and outcomes of the
reviews the Committee conducted during the year to ensure
that the financial statements present a ‘true and fair’ view.
To facilitate its reviews, the Committee receives regular reports
from the CFO and the external auditor, who regularly attend
meetings of the Committee.
The Committee’s consideration of the 2023 Annual Report and
Accounts, including the full-year results announcement, and
its detailed review of the year end position by reference to
the year end accounts, assisted the Board in making the going
concern statement on page 69.
In addition, the Committee reviewed the significant
accounting judgements for the 2023 financial statements
(see table on pages 103 to 106) and confirmed it was happy
with management’s process of assessing the Group’s long-term
viability, that the assumptions included were reasonable and
that further mitigating actions that the Group could take
were appropriate. This year, the key assumptions in the
viability statement included modelling a series of separate
downside scenarios against the forecast for 2024–2028,
with consideration of the Group’s principal risks. The modelling
demonstrated that, even in the case of a severe but plausible
downside scenario, aggregating all of the individual downside
assumptions, the Group had substantial headroom against
the expected borrowing facilities across the period (see pages
68 and 69 for further information). The Committee did not ask
the external auditor to look at any specific areas during the
course of conducting its audit.
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103
FAIR, BALANCED AND
UNDERSTANDABLE ASSESSMENT
One of the key provisions of the Code is for the Board to
confirm that the Annual Report, taken as a whole, is fair,
balanced and understandable and provides the information
necessary for users to assess the Group’s position,
performance, business model and strategy. To enable the
Board to make this declaration, a formal review is embedded
in the year end process to ensure the Committee and the
Board as a whole has access to all relevant information and,
in particular, management’s papers on significant issues
faced by the Group. The Committee and the Board as a
whole, receive drafts of the Annual Report in sufficient time
to facilitate their review and challenge on disclosures where
necessary. On this basis, the Committee is able to advise
the Board that it can make the required statement that the
Annual Report is fair, balanced and understandable.
APPLICATION OF ACCOUNTING POLICIES,
JUDGEMENTS AND ESTIMATES
In carrying out its duties, the Committee is required to assess
whether suitable accounting policies have been adopted
and to challenge the robustness of significant judgements
and estimates reflected in the financial results. This process
involves reviewing relevant papers prepared by the finance
team in support of the policies adopted and judgements and
estimates made and confirming that they remain appropriate
for the Group. The papers are discussed with the CFO and
the external auditor. In addition, the Committee reviews the
external auditor’s year end report to the Audit Committee on
the work it performed and findings from the annual audit.
SIGNIFICANT MATTERS CONSIDERED BY THE COMMITTEE IN RELATION TO THE
FINANCIAL STATEMENTS
The following table shows what we consider to be the key accounting matters which required the exercise of judgement
during the year:
FOCUS AREA WHY THIS AREA IS SIGNIFICANT
HOW WE AS AN AUDIT COMMITTEE
ADDRESSED THIS AREA
MARGIN
FORECASTING
AND
RECOGNITION
A view on the
sensitivity of the
Group to pricing
inputs can be
found in note 1.7
of the financial
statements on
page 166.
Cost Valuation Reports (CVRs) are used to
calculate gross margin for the life of
a development. This margin is used to
calculate the amount of cost to be allocated
to each sale. As a result, the input of materials,
labour and sales pricing into the CVR process
will have a significant impact on in-year
gross profit. The Group has an accounting
policy which dictates that only current pricing
can be used in life-of-site margin calculations,
such that neither inflation nor deflation for
future pricing can influence the gross margin
attributable to sales made in the year.
In September 2023, the Group announced
that it would fully focus its operations on its
Partnerships model. At the end of the year,
the existing Housebuilding land bank was in
the process of being transitioned towards a
greater proportion of pre-sales. The Group
has also been working with its supply chain
to secure cost reductions as the new
strategy provides greater certainty on future
workload and is expected to increase volumes.
As a result of these external factors,
management have been required to
exercise judgement around the appropriate
revenue and costs assumptions to be
included in CVR calculations. Management
have considered and reflected their
expectations of pre-sales where they have
a high degree of certainty to complete, and
have used cost forecasts that take account
of negotiations with the supply chain and
prevailing market conditions at the year end
date within their CVR calculations.
The Committee reviewed a technical paper prepared
by management considering how the Group’s
accounting policy and approach complied with
accounting standards. The Committee challenged
the judgements taken and noted that the Group had
applied its accounting policy consistently from year
to year and had used the same approach for both
reductions to and improvements in full life margins.
The Committee reviewed the disclosures
made in relation to accounting estimates in the
financial statements.
The Committee discussed with the external auditor
the procedures which they had undertaken and
checked that no significant findings had been raised.
AUDIT COMMITTEE REPORT
continued
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FOCUS AREA WHY THIS AREA IS SIGNIFICANT
HOW WE AS AN AUDIT COMMITTEE
ADDRESSED THIS AREA
ACQUISITION
ACCOUNTING
More detail on
the acquisition
accounting in
relation to the
Combination with
Countryside, can
be found in note
26 of the financial
statements on
pages 194 and 195.
On 11 November 2022, the Group completed
the Combination with Countryside.
In the 2022 financial statements, management
presented the provisional fair values of the
acquired assets and liabilities.
IFRS 3 Business Combinations allows 12
months from the date of acquisition for
the fair value exercise to be finalised. New
information became available during the
first half of 2023 which resulted in a £22.9m
increase in goodwill. This primarily arose
due to a full write-down of inventory at
one particular site which was now deemed
unviable due to a significant increase in cost
estimates which were underestimated at the
time of the Combination. No further changes
have arisen and therefore the fair values
became final on 11 November 2023.
The Committee reviewed management’s approach and
concluded that it was reasonable.
The Committee discussed with the external auditor the
procedures which they had undertaken and checked
that no significant findings had been raised.
USE OF
ADJUSTED
MEASURES
For more
detail see
pages 30 to 33.
Non-IFRS or adjusted measures provide
an appropriate and useful assessment of
business performance and reflect the way
the business is managed. They are also used
in determining annual and long-term
incentives for remuneration and are widely
used by our investors.
There is a risk that their inappropriate use
could distort the performance of the business.
The Group primarily uses adjusted measures
to cover three main areas:
• The exceptional costs associated with
integration and restructuring activity for the
Group and other items that are one-off in
nature and are material enough to disclose
separately, including changes in the fire
safety provision.
• The amortisation of acquired intangible
assets.
• The share of joint venture operating results.
The Committee satisfied itself of the continued
treatment of amortisation of acquired intangible
assets and the share of joint venture operating results
as adjusting items to arrive at adjusted performance
measures. Additionally, the Committee agreed
with management's view that the costs associated
with integration and restructuring, and fire safety
provisioning, are exceptional in nature.
The Committee reviewed the revised presentation
of adjusted measures on the face of the income
statement and the associated disclosure explaining the
reasons that the adjusted measures are used and how
they are derived from IFRS measures.
The Committee discussed with the external auditor the
procedures which they had undertaken and checked
that no significant findings had been raised.
PROVISIONS
FOR FIRE
SAFETY
More detail can
be found in note
22 of the financial
statements on
pages 189 and 190.
Fire safety in tall buildings continues to be
an area of focus for Government and the
wider public, leading to regulatory changes.
This brings uncertainty when forecasting
the total scope and cost of remedial work
to existing buildings and the impact on the
viability of new buildings.
The assessment of the provision for remedial
fire safety and cladding work is an area
where significant judgement is applied.
The treatment of additional charges and
movements in the provision as exceptional is
consistent with the prior year treatment.
The Committee reviewed the underlying analysis to
understand the potential remedial work required,
the number of buildings affected and management's
methodology for quantifying the most likely case for
cost to remediate.
The Committee agreed with management's judgement
to recognise incremental provisions for the costs of
providing a second staircase in buildings taller than
18 metres (previously 30 metres). The Committee
discussed with the external auditor the procedures
performed over this analysis to address the risk of any
material misstatement of the provision.
The Committee has reviewed the disclosures in the
financial statements in the context of the requirements
of IAS 37 Provisions, Contingent Liabilities and
Contingent Assets and is satisfied that the disclosures
made correctly reflect the Group’s position.
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AUDIT COMMITTEE REPORT
continued
FOCUS AREA WHY THIS AREA IS SIGNIFICANT
HOW WE AS AN AUDIT COMMITTEE
ADDRESSED THIS AREA
IMPAIRMENT
REVIEW
More detail can
be found in
notes 11 and 15
of the financial
statements on
pages 174 and 178.
Goodwill forms a significant part of the
Group’s balance sheet and its carrying
value must be supported by prospective
income streams.
Management undertakes an annual
review, or at other times if circumstances
indicate a possible issue, to determine if
the carrying value of goodwill is impaired.
This impairment review requires the
exercise of considerable judgment
and application of assumptions by
management, including estimates used in
deriving future cash flows and discount
rates applied to these cash flows,
reflecting current market assessments
of the specific risks.
Management also consider whether
there are any events or circumstances
that would indicate that the carrying
amount of the investments in subsidiary
undertakings may not be recoverable.
The Committee agreed with management’s conclusion
that the Group now has only one Cash Generating
Unit (CGU) following the restructuring. The Committee
has reviewed cash forecasts that are used to support
the Group’s goodwill balance. These take account
of the potential impacts of climate change through
the incremental costs to implement the Future
Homes Standard 2025 and the 1.5°C carbon reduction
commitment. The outcome of the review was discussed
with management. Having considered such outcome, the
Committee concurred with management that there was
significant headroom from the discounted cash flows
above the book value of the Group's net assets
The Committee considered management's review of the
carrying value of investments in subsidiary undertakings,
noting the underlying performance of the Group and
increase in market capitalisation during 2023, and
concurred that there was no trigger event.
The Committee also considered detailed reporting from,
and held discussions with, the external auditor on the
matters concerned, whose view was consistent with
management’s conclusions. The Committee concluded
that there was no requirement to impair goodwill or
investments in subsidiaries, that the disclosures are
appropriate and, on this basis, approved the note
disclosure in the financial statements.
GOING CONCERN
AND VIABILITY
STATEMENTS
More detail can
be found on
pages 68 and 69.
There are many external factors
impacting the Group currently, both
positively and negatively. These include
high inflation, an uncertain interest rate
environment and a housing market in
which Open Market sales levels remain
subdued compared with historical
benchmarks but demand from partners
for affordable homes is strong.
In this context, the Directors are
required to consider whether or not it
is appropriate to prepare the financial
statements on a going concern basis, and
whether or not the Group remains viable
in the medium-term.
In September 2023, the Committee members, as part of
the main Board, reviewed the revised five-year strategy for
the Group and had the opportunity to further understand
and challenge the risks associated with delivering the
Group’s growth strategy.
The forecasted cash flows and income statement prepared
by management and approved by the Board, have formed
the baseline for the modelling used to assess the Group as
a going concern and its medium-term viability, as well as
the assessment for the impairment of goodwill.
The Committee reviewed a series of stress tests performed
by management on these cash flows and income
statement and satisfied themselves of the impact these
tests would have on the ability of the Group to remain a
going concern, remain compliant with banking covenants
and be viable in the medium-term. The Committee has
formed an opinion on the likelihood of these stressed
events occurring, the proposed mitigations in a severe but
plausible downside scenario, and has also reviewed the
circumstances required for the Group to not be able to
access cash or committed funds.
The Committee also reviewed the key terms of the Group's
financing arrangements and has concluded that the
borrowing facilities available to the Group are appropriate.
Together, these points have allowed the Committee to
form an opinion as to the ability of the Group to remain a
going concern for at least 12 months from the date of this
report and make its recommendation to the Board.
In addition, the Committee also reviewed management’s
view of the Group’s ability to remain viable, for the agreed
five-year period, following the forecast realisation of
a number of key risks. The Committee approved and
recommended the going concern and viability statements
to the Board.
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FOCUS AREA WHY THIS AREA IS SIGNIFICANT
HOW WE AS AN AUDIT COMMITTEE
ADDRESSED THIS AREA
SEGMENTAL
REPORTING
Historically, the Group reviewed the
performance of Housebuilding and
Partnerships separately and reported
on these externally as two separate
segments. Following the announcement
of the new strategy to focus solely
on Partnerships and the subsequent
restructuring of the Group’s operating
divisions, the Group now only monitors
and reports one operating segment.
The Committee reviewed the technical accounting
paper prepared by management and considered
the requirements of IFRS 8 Operating Segments.
They concurred with management that the disclosure of
one operating segment was appropriate and consistent
with the way that information is provided to the Board.
The Committee discussed with the external auditor
the procedures which they had undertaken and checked
that no significant findings had been raised.
FAIR,
BALANCED AND
UNDERSTANDABLE
The Board is required to state that
the Group’s external reporting is fair,
balanced and understandable.
The Committee is requested by the
Board to provide advice to support
the assertion.
The Committee received a report from management
summarising the processes that had been undertaken to
ensure that the Group’s external reporting is fair, balanced
and understandable.
In addition, the Committee received a verbal update as to
the level of internal review of the reporting (subject matter
experts, the ELT) and the level of external review (external
audit and Company brokers).
After consideration of the Annual Report against the fair,
balanced and understandable criteria, the Committee
recommended to the Board, which accepted the
recommendation, that taken as a whole, the Annual
Report is fair, balanced and understandable and provides
the information necessary for shareholders and other
stakeholders to assess the Group’s position, performance,
business model, strategy and principal risks and its
disclosures in relation to TCFD and ESG.
LAND HELD FOR
DEVELOPMENT
AND WORK IN
PROGRESS
The Group has a significant investment
in working capital predominantly in
land and housing work in progress. It is
important that the value of this working
capital is recorded at the lower of cost
or net realisable value to avoid the level
of working capital being overstated in
the financial statements.
The Committee has reviewed the key accounting
judgements of management in this area primarily through
consideration of management’s appraisal of likely revenue
generated when these inventories are combined as
residential properties for sale and sold (the CVR process).
The Committee has received regular updates from the
internal audit team, and discussed with the external
auditor, the CVR process and is satisfied that the process
is functioning as intended and that any concerns over
future sales not exceeding current inventory valuations
would be identified by management and reflected in
their judgement as to the valuation to be recorded in the
financial statements
EXTERNAL AUDITOR
PricewaterhouseCoopers LLP (PwC) was appointed
as external auditor at the 2015 AGM, following the
completion of a competitive audit tender process
supervised by the Committee. The current lead audit
partner is Richard French.
The Group has complied with the provisions of the
Competition & Markets Authority Order, including the
provisions in relation to the external auditor’s
appointment highlighted above, and the appointment
of the external auditor for non-audit services.
Our 2024 AGM Notice contains a resolution for the
re-appointment of PwC as auditor to the Group.
In making this recommendation, the Committee took into
account, amongst other matters, the independence and
objectivity of PwC, the ongoing effectiveness of the external
audit process and cost.
There are no contractual restrictions on the choice of
external auditor. The AGM Notice also contains a resolution
to give the Directors authority to determine the auditor’s
remuneration, which provides a practical flexibility to
the Committee.
The external audit contract is put out to tender every ten
years. PwC was appointed at the 2015 AGM; accordingly
a retendering process for the 2025 financial year has
commenced and is anticipated to be completed by mid-2024.
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107
AUDIT COMMITTEE REPORT
continued
INDEPENDENCE, QUALITY AND EFFECTIVENESS
The Committee is responsible for overseeing the external audit,
its quality and effectiveness and in fulfilling this responsibility:
• Reviewed and challenged the proposed audit plan at the
Committee meeting in September 2023, noting the scope
of work to be undertaken and the key audit matters being
addressed by the external auditor at the time and the
proposed level of materiality.
• At the meeting in March 2024, prior to the announcement
of the full-year results, the Committee reviewed the external
auditor’s fulfillment of the agreed audit plan and the work
performed by the auditor to test management’s assumptions
and estimates in relation to key audit risks, including
consideration of the efficiency of the year end process. It was
recognised that continuity has been maintained within the
audit team, business knowledge continues to improve year-
on-year, and that communication between the Group and
external auditor has been constructive and timely.
• Reviewed and approved PwC’s letter of engagement and
audit fee.
• Reviewed the independence and objectivity of the external
auditor, which was confirmed in an independence letter
containing information on procedures providing safeguards
established by the external auditor. The Committee took into
account regulation, professional requirements and ethical
standards, together with consideration of all relationships
between the Group and PwC and it’s staff.
• Will undertake an internal evaluation of the external audit
process following the completion of the audit process,
giving regard to the FRC’s Guidance to Audit Committees.
The review will be conducted in the early part of the year
using a detailed questionnaire circulated to senior
members of the Company and the divisions’ finance teams.
• Relations with the external auditor are managed through a
series of meetings and regular discussions and the Committee
ensures a high-quality audit by challenging the external
auditor’s work.
NON
-
AUDIT SERVICES AND AUDIT FEES
The Committee keeps under review its policy which requires
the Committee to approve all audit related and non-audit
services proposed to be undertaken by the external auditor,
with the exception of compliance work undertaken in the
ordinary course of business, which is treated as pre-approved.
When a request for approval is made, the Committee has due
regard to the nature of the audit related or non-audit service,
whether the external auditor is a suitable supplier, and whether
there is likely to be any threat to independence and objectivity
in the conduct of the audit. The related fee level, both
separately and relative to the audit fee is also considered.
For an analysis of fees paid to PwC for audit and non-audit
services, see note 5 of the financial statements. Certain non-
assurance services were provided by PwC during the year
in relation to the Combination in addition to a de-minimis
technical accounting subscription service.
RISK MANAGEMENT AND INTERNAL
CONTROLS
The Board is responsible for the Group’s risk management
framework and risk appetite. The Group’s risk management
process and system of internal controls, which complies
with the requirements of the Code, were in place for the full
financial year and up to the date of approval of the Annual
Report and are in line with the FRC’s Guidance on Risk
Management, Internal Control and Related Financial and
Business Reporting. The Committee supports the Board in
reviewing the effectiveness of risk management, assessing
and reviewing the Group’s principal and emerging risks
and keeping the internal control system under review.
These controls and processes include:
• A defined organisational structure with appropriate delegation
of authority across all levels of the organisation, which has
been fully reassessed for the new strategy.
• Formal authorisation of all land purchases, bulk sales and
formation of new joint ventures, with clear guidelines on
appraisal criteria and process.
• The distribution of a Group Finance Manual which outlines
accounting policies to be followed.
• The preparation and review of monthly management accounts
including balance sheet reconciliations.
• Comprehensive reporting against annual budgets, KPIs and
regular forecasting.
INTERNAL AUDIT
The Internal Audit function’s role is to systematically,
independently and objectively assess the adequacy and
effectiveness of the risk management systems and key internal
controls over the Group’s operations, financial reporting,
IT systems, and risk and compliance processes. The function
is a critical component of the Group’s corporate governance
framework providing support and assurance to the Board,
Committee and management in the execution of the
Group’s strategy. It provides recommendations to address
key issues identified and improve processes and controls and
delivers important insight on issues of culture and employee
values and behaviours.
The Internal Audit team has a blend of experience consisting
of core expertise in risk and assurance, alongside industry
experience from within the Group. This enables the team
to provide general risk and business specific assurance.
The Internal Audit team also oversees business unit control
compliance and undertakes commercial and cost auditing
using specialist skilled resource. It continues to maintain a
budget for co-sourced expertise to be brought in to provide
more specialised reviews, such as IT, and to take advantage of
focused data analytics.
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AUDIT COMMITTEE REPORT
continued
During 2023, internal audits were undertaken in accordance
with the Committee’s agreed plan for the year. Audit scopes
were reassessed to consider changes in risk profile and
potential changes to the controls framework as a result of
the change in the Group’s strategy and related restructuring.
Regular updates were provided to the Committee on the
status of ongoing audits and action closure. The Committee
monitored progress against the plan, discussed the results
of all audits undertaken and monitored relevant actions to
address recommendations.
The Board and ELT also agreed a plan to address expected
legislative corporate governance updates, alongside the long-
awaited revision to the FRC Corporate Governance Code.
Subsequently the legislation was withdrawn and the FRC
Corporate Governance Code now contains a much reduced
set of corporate governance updates, for which Vistry Group
participated in the consultation. Whilst the impact is reduced,
we continue to develop additional processes that are value
adding and enhance existing controls and safeguards to fully
align to these new requirements. These include:
• A significantly enhanced fraud risk assessment with a
new supporting process for the identification, review and
reporting of both known and potential fraud risks.
• A formal reassessment of all our controls to achieve a greater
level of standardisation and definition which is supportive
of the Group’s Partnerships strategy. Members of our ELT
have sponsored each discipline and there will be refreshed
processes rolled out during 2024.
• Standardised financial and non-financial reporting packs
developed providing granular performance indicators across
all metrics at regional, divisional and Group level.
• Continued investment in single systems across our Group
that support automation of control, with alignment to our
quarterly declaration for each region to ensure system usage
and standardisation.
• A dedicated auditor within the Internal Audit team
focusing on regional controls and self-assessment follow
up and testing.
We are also preparing a process for measuring and reporting
control breaches that will allow for notification and
explanation through a reporting hierarchy, based upon
our risk management processes and be fully compliant
with the code requirements.
Given the size and complexity of the Group and changes to
our strategy, the Audit Committee considered and approved
both the headcount and organisational design of the Internal
Audit & Risk team to ensure appropriate scale and expertise.
It has been agreed that this will remain under review during
2024 so that the level of assurance can be flexed to match
any change in requirement.
In the coming year, a key priority for the Internal Audit team
is to support the standardised awareness of controls as
they are disseminated across the Group whilst at the same
time driving continuous improvement across our risk
management processes.
The Committee approved the 2024 Internal Audit Plan that
provides a balance of thematic reviews across the whole
Group, alongside specific audits of regional businesses and
individual projects with a focus on the commercial aspect due
to faster build and quicker turn of capital. Specific areas of
focus for the Internal Audit team have been agreed as follows:
• System usage and the compliance to new standard processes
• Commercial audits across our riskiest and most
complicated projects
• Processes and controls for grant funding, shared ownership
and bulk sales
• Compliance to our customer journey, sales processes and the
new NHQC standards
• Major projects including remediation of liabilities associated
with build safety requirements
• Our timber frame factory and the order and demand
management
• Staff wellbeing and HR processes
ENTERPRISE RISK MANAGEMENT
The framework and processes the Group operates
to manage risk are set out on pages 60 and 61.
During the year, the Committee monitored and reviewed the
Group’s risk management activities and processes through
reports at each Committee meeting. The Committee reviewed
the work of the Risk Oversight Committee’s bottom-up and
top-down process utilised to identify risks, the movement
of principal risks, identification of emerging risks and the
risk appetite. Following the strategic change, the Committee
was updated on how the approach of the Risk Oversight
Committee was evolving to reflect the key challenges
impacting the Group from external factors, integration and
economic factors.
WHISTLEBLOWING
Throughout 2023, the Committee has reviewed the operation
of the independent third party managed whistleblower
hotline to enable employees and third parties to report
matters of concern. The Committee has continued to
receive reports on ongoing and concluded investigations.
The Committee also considered the actions taken by
management as a result of the investigations.
ROWAN BAKER
Chair of the Audit Committee
14 March 2024
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
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109
OUR PARTNERS
Facilitating long-term stewardship for our
partners that grows value.
PARTNERSHIPS
We collaborate to create
life chances
Beam Park, London East
Cambridge Road Estate, Kingston
PAUL WHETSELL
Remuneration Committee Chair
“The Committee seeks to ensure a clear link
between Executive Directors’ pay, the execution
of our strategy and delivery of long-term
increased shareholder value”
REMUNERATION COMMITTEE REPORT
KEY RESPONSIBILITIES
• Sets and reviews remuneration policy.
• Determines remuneration and incentives of the Executive
Directors and the Chair.
• Sets performance criteria for incentive plans.
2023 HIGHLIGHTS
• Remuneration policy: conducted a thorough review of the
appropriateness of the remuneration policy in light of the
transformative combination with Countryside Partnerships
PLC which completed in November 2022. A revised
Remuneration Policy was approved by our shareholders
in August 2023 that is appropriate for a business which is
significantly larger and more complex, thereby supporting
the incentivisation and retention of our Executive team.
• Shareholder consultation and General Meeting: extensive
shareholder consultation exercise undertaken by the Chair
and Remuneration Committee Chair to understand the
views of our major shareholders on our proposed
approach to remuneration.
• Remuneration packages: approved 2023 salaries, 2022
bonus, LTIP outcomes for Executive Directors and ELT
and 2023 LTIP awards levels for Executive Directors and
Senior Management.
• Workforce remuneration: supported with the cost of living
challenge with salary increases up to 7.75% to our lowest
paid employees. We again achieved certification as a ‘Top
Employer’ with the Top Employer Institute recognising our
people strategies and workplace environment.
• Effectiveness: considered external trends in light of the
ongoing cost of living challenge and received updates on
the UK executive remuneration landscape.
• Governance: approved the 2023 Remuneration report for
inclusion in this Annual Report and Accounts.
2024 PRIORITIES
• Focus on setting stretching targets for our new Policy,
which is highly leveraged towards variable remuneration to
drive greater alignment with shareholder experience and
incentivise growth.
• Monitor the effectiveness of the revised approach to incentives
in driving enhanced performance of the Group.
• Develop our approach to sustainability in incentives in the
context of the enlarged Group.
• Continue to be informed on pay within the wider Group
with particular focus on how workforce pay keeps pace with
inflation and market conditions.
COMMITTEE MEMBERSHIP, MEETINGS AND ATTENDANCE
The table below sets out the number of scheduled meetings
attended out of the meetings members were eligible to attend.
A number of ad hoc meetings of the Committee were also held
during the year.
In March 2023, Nigel Keen stepped down from the Board and as
Chair of the Remuneration Committee. Following our 2023 AGM,
we welcomed Helen Owers to the Board and the Committee.
Ashley Steel and Katherine Innes Kerr stepped down from the
Board and Remuneration Committee following the AGM in 2023.
On behalf of the Committee, I would like to thank them all for
their valuable contributions.
DIRECTOR
JOINED ATTENDANCE
Paul Whetsell
(Chair from 18/5/2023)
18/5/2023 2/2
Nigel Keen
(Chair until 23/3/2023)
15/11/2016 1/1
Ashley Steel
(Chair until 23/3/23 to 18/5/2023)
10/6/2021 1/1
Chris Browne 1/9/2014 3/3
Katherine Innes Ker
(Member until 18/5/2023)
9/10/2018 1/1
Helen Owers 18/5/2023 2/2
Rowan Baker 18/5/2022 3/3
Regular other attendees included: the Chair, CEO, COO, CFO,
representatives from Willis Towers Watson and the General
Counsel & Group Company Secretary (who acts as secretary to
the Committee).
The Committee's Terms of Reference are available at
www.vistrygroup.co.uk/investor-centre/corporate-governance.
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DEAR SHAREHOLDER
On behalf of the Board, I am pleased to present the
Remuneration Committee report for the year ended
31 December 2023, my first as Chair of the Remuneration
Committee having joined the Board and the Committee
in May 2023.
The Remuneration Report intends to provide shareholders
with a comprehensive picture of the structure of our revised
Remuneration Policy which was approved by shareholders
at our General Meeting in August 2023, the implementation
of the Policy in 2023 and its application during 2024.
The Remuneration Report will be subject to shareholder
approval at the forthcoming AGM.
AGM VOTE IN MAY 2023
I firstly want to acknowledge the result of the vote on
the Remuneration Report at the 2023 AGM in May. While
the resolution was passed, a significant majority of our
shareholders were unable to support it with the main areas
of concern being the base pay of the newly appointed CFO
and the application of upwards discretion on the 2020 LTIP
out-turn.
The Board and Remuneration Committee consulted
extensively with shareholders and proxy agencies
representing over 65% of our shareholder base before
and after the AGM, to listen to their feedback on both the
decisions made, and an appropriate way forward. I would
like to express my appreciation for the time taken to meet
with me, the level of engagement and the constructive
feedback given during those meetings.
POLICY REVIEW AND GENERAL MEETING IN
AUGUST 2023
The Combination which our CEO successfully led, has
resulted in a significant change to the size, scope and
complexity of our business and has provided a transformative
opportunity for the Group to accelerate its strategy of
focusing our enlarged operations fully on our high growth,
capital light Partnerships model, earnings resilience and a
sector leading return on capital employed. Furthermore, as
outlined in the Group’s strategic report, the integration is
making excellent progress, and the Group is extremely
well positioned to maximise the opportunities from the
continued demand for open market and mixed tenure
across the country.
Since my appointment, the Board and the Committee have
been focused on developing a Remuneration Policy that
reflects a business that has grown significantly in size and
scope, including operationally, by revenue and by size of
the workforce. Further, it was critical that the revised Policy
which was presented and approved by shareholders at our
General Meeting in August 2023, supports the retention and
motivation of our CEO and management team to continue to
drive the creation of shareholder value over the long term.
During the shareholder consultation process, it was clear that
our shareholders have different perspectives on what the
most appropriate approach is for the Group. As a Committee,
we sought to balance these views with the commercial
objectives of the business. Our revised Policy aims to further
develop a high-performance culture with an incentive
structure that is highly leveraged towards variable pay.
The main changes to the Policy are as follows:
Annual bonus maximum: Maximum annual bonus opportunity
has increased from 150% to 300% of base salary. The increase
to the maximum under the annual bonus applied to the CEO
in respect of his bonus arrangements for 2023. The maximum
bonus award for the other Executive Directors remained at
150% of base salary in 2023.
Increased bonus deferral: Increase the level of possible
deferral, so that at least one-third of any annual bonus would
be deferred for two years (representing an increase from a
set level of one-third, as per the position under the previous
Policy). Two-thirds of any annual bonus payable to our CEO
will be deferred for two years under the Deferred Bonus
Plan from 2023 (representing an increase from one-third, as
provided for under the 2022 Policy).
Strengthened deferred bonus leaver conditions: Allow the
Committee to decide to apply strengthened leaver conditions
to some or all awards granted under the deferred bonus
from 2024. This will mean that deferred bonus awards are
generally forfeited on leaving employment, subject to the
good leaver exceptions as set out in the revised Policy.
The Committee has determined that this treatment will
apply to 50% of any deferred bonus awards granted to
Greg Fitzgerald in 2024.
LTIP maximum: Maximum LTIP opportunity has increased
from 200% to 300% of base salary. The amended LTIP limit
will first apply to grants to be made in 2024.
Shareholding guidelines: The existing shareholding and
post-cessation guidelines have been formally incorporated
within the revised Policy and have been strengthened for
any Executive Director who receives an LTIP opportunity of
greater than 200% of base salary. See pages 124 and 130 for
more information.
Given the increase in incentive opportunity levels for the CEO,
we heard clear feedback on engagement that shareholders
rightly expect incentive targets to be commensurately
stretching. As a Committee, we have continued to evolve our
disclosure and reporting in this area so that we clearly detail
to shareholders the merits of our approach to remuneration
and the rigour of our target-setting process. More information
on our target setting process, as well as our targets (where not
commercially sensitive) is provided in the relevant sections in
the Remuneration Report.
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The Committee was pleased that the majority of our
shareholder base supported the proposals, but we also
acknowledge that a significant proportion of shareholders
voted against the resolution. The Committee understands the
broader sensitivities around executive pay at this current time
and is committed to ongoing open and constructive dialogue
with our shareholder base on all executive pay matters.
REMUNERATION PAID IN RESPECT OF 2023
In determining the Executive Directors’ remuneration
outcomes for the year ended 31 December 2023, the
Committee maintained a clear and rigorous focus on aligning
pay with performance but was equally focused on taking into
consideration the experience of all our key stakeholders,
including shareholders and our wider workforce.
The key drivers of our decisions are outlined below.
CORPORATE PERFORMANCE
Throughout 2023, we have made significant strategic progress.
Key strategic achievements include:
Strategic refresh: In September 2023, the Group announced
its updated strategy to fully focus its operations on its high
growth Partnerships model, increasing its delivery of mixed
tenure housing across the country. The ongoing acute need
for affordable mixed tenure housing across all areas of the
country continues to drive demand and we have received
positive endorsement of our strategy from a wide range of
our partners.
Customer: Our HBF 8-week customer satisfaction score
continued to increase with the Group retaining 5-star ratings
for a fifth consecutive year, and consistent achievement in
our score for HBF 9-month survey being above benchmark
reflecting customer satisfaction once customers have settled
into our homes and developments.
ESG: Following the Combination, the Group has course
corrected its sustainability strategy to ensure it is appropriate
for an organisation of our size and structure. The Group has
reset its science based targets, commenced projects with
over 600 zero carbon ready (in use) homes, improved our
waste and resource efficiency, quantified the social value
return on investment of project specific plans, increased the
proportion of homes delivered that are affordable to 26% and
again achieved certification as a ‘Top Employer‘ with the Top
Employers Institute.
Synergies: Following the Combination we announced a target
of £25m of synergies in 2023. This target was exceeded with
the Group delivering c.£50m in cost synergies during 2023.
This was primarily driven by the integration of two operational
structures and procurement benefits from integrating the
supply chain.
Financial performance: The Group delivered a strong
performance relative to the sector in challenging and
uncertain market conditions with progress and success
achieved across all areas of the business including:
Profit: Adjusted profit before tax of £419.1m was ahead of the
guidance given in October 2023, up slightly from the prior year
(31 December 2022: £418.4m).
Net (debt)/cash: The Group had a net debt position as at
31 December 2023 of £88.8m (31 December 2022: net cash
£118.2m). This was a significant reduction from the Group’s net
debt position as at 30 June 2023 of £328.7m.
Build: Total completions for FY23 were 16,118 (2022: 17,038),
the business demonstrated a very resilient performance
considering the challenging market conditions faced by the
sector with completions down only 5.4% on 2022 proforma.
Operating margin: The adjusted operating margin decreased
2.4ppts to 12.1% (2022: 14.5%). With the strategic shift towards
the Partnerships model, full-year margins were revised
downwards where there was a commitment to an increase in
the proportion of pre-sold, discounted homes on a site.
ROCE: Whilst adjusted operating profit increased 8%, average
capital employed increased 27%, resulting in a 3.7ppts
reduction in ROCE to 21.3% (2022: 25.0%). The increase in
capital employed of £279.5m related principally to additional
investment in work in progress.
STAKEHOLDER EXPERIENCE
Shareholders: The Board is pleased that the shareholder
experience over 2023 has been extremely positive, with the
Group’s share price increasing 43% over the course of 2023
which again has significantly outperformed the UK sector.
We paid a final ordinary dividend in June 2023 for financial
year 2022 of 32 pence per share. During the year, the Board
reviewed the enlarged Group’s capital allocation policy and in
September, approved a revised policy to pursue a two times
adjusted earnings ordinary distribution cover in respect of a
full financial year, with such distributions made through
either share buybacks or dividends. A share buyback of
£55m was commenced in December 2023 and completed on
23 February 2024.
Our people: The Committee is extremely mindful of the
current cost of living challenge and its impact on the financial
and emotional wellbeing of our employees. The Committee
was pleased to note that during the year, the Group decided
to award a total salary increase for the workforce for 2023
of between 4% and 7.75% depending on salary, ensuring
that the lowest paid employees received the highest
percentage increase. Other interventions to support our
colleagues included:
• A year end salary increase for the workforce applying from
1 January 2024 of 3%, with those on a salary of £40,000 or less
receiving an increase of 5%, ensuring that the lowest paid
employees continued to receive the most support.
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• A discretionary general employee bonus which met the
threshold profit gateway to enable the payment of bonus for
all eligible employees with final outturns varying across the
business based on divisional and personal performance.
• Continual review of the benefits offered to employees which
gave rise to enhancements including further improving our
industry leading maternity, paternity and adoption policies,
and introducing an electric vehicle salary sacrifice scheme,
critical illness insurance and flexible access to earned pay
through wage stream.
• Again achieving certification as a ‘Top Employer’ with the
Top Employer Institute recognising our people strategies
and workplace environment, with accreditation for 2024
taking the Group 6% above benchmark.
• Following a decrease in our Peakon employee engagement
score (from 2022: 8.6 to 2023: 7.6) due to the integration
activities, market conditions and a number of redundancies,
we have undertaken Peakon feedback reviews across the
business, to better understand employee feedback and
implement actions in response.
BONUS
The 2023 Bonus Scheme set for Executive Directors in
respect of performance in 2023 was based on achievement
of stretching targets against Profit (50%), Capital Employed
(25%), Synergies (20%) and ESG (5%). The synergies metric was
new for 2023 to ensure appropriate focus on the integration
of Countryside.
In respect of profit, the business performed well despite
the uncertain market. Overall adjusted profit before tax of
£419.1m was marginally ahead of threshold, as well as a slight
improvement on prior year, therefore 5.28% of the total
bonus was payable for this element. The Group amended its
definition of capital employed at June 2023 to exclude the
fire safety provision. However, targets for the bonus scheme
were set earlier in 2023 before this change and were therefore
based on the previous definition. When calculated on this
basis, capital employed at 31 December 2023 was £2,136.2m.
This represents performance above maximum, with this
element of the bonus paying out in full. This exceptionally
strong performance was driven by proactive balance sheet
management and prudent renegotiation of terms across our
supply chain.
As outlined above, the Group delivered synergy savings of
c.£50m which was ahead of our original guidance of £25m
and the maximum target, so this portion paid out in full.
The sustainability metric constituted three individual
measures including: number of graduates progressed through
our skills academies; delivering more additional affordable
homes than the year prior; and finalising ESG targets with the
SBTi. Each of these three measures were achieved in full and
thus 5% of the total bonus was paid under the ESG scorecard.
The formulaic outcome given the above performance
was 55.28% of maximum. In light of business and
stakeholder context set out above, the Committee was
comfortable that the formulaic outcome set out was fair
and appropriate, therefore no discretion was exercised in
relation to the outcome.
LONG
-
TERM INCENTIVES
The 2021 LTIP award was subject to total shareholder return
(TSR) (33%), adjusted EPS (33%) and ROCE (33%) targets
measured over three financial years.
In respect of TSR performance, Vistry’s TSR was exceptionally
strong with the Group performing at the top of the peer
group triggering maximum (33.3%) vesting for this portion of
the award. ROCE was 21.3% which was ahead of threshold
and thus 14.7% of the total LTIP was payable under the ROCE
measure. Adjusted cumulative EPS over the period was 378p
which was just below maximum and thus 28.3% of the total
LTIP vested for this portion.
The formulaic outcome given the above performance
was 76.3% of maximum. In light of business and
stakeholder context set out above, the Committee was
comfortable that the formulaic outcome set out was fair
and appropriate therefore no discretion was exercised
in relation to the outcome.
Full details on the targets set and performance against them
can be found on page 120 in respect of the 2023 Bonus
Scheme and page 122 for the 2021 LTIP award.
2024 REMUNERATION POLICY IMPLEMENTATION
The Remuneration Policy was approved by a shareholder vote
at our General Meeting in August 2023. A summary of the
implementation of the Policy in 2024 has been set out below:
Base salary increases of 3% will apply to Earl Sibley and Tim
Lawlor bringing their base salaries to £551,050 and £503,464
respectively from 1 January 2024. These are the first salary
increases applied to these roles since the completion of the
Combination in November 2022 and represent a rate that
is below the wider workforce average for 2024. No increase
will be applied to Greg Fitzgerald’s base salary for 2024 so
it will remain at £800,000. No change in remuneration is
being proposed for 2024 when Greg Fitzgerald takes on
the additional role of Executive Chair on conclusion of the
2024 AGM.
A full review of the approach to performance measurement
and target setting was undertaken during the year to ensure
the measures used to assess performance under our incentive
plans are appropriate in the context of the enlarged business,
and that the targets are commensurately stretching against
the backdrop of the new Policy that was approved by our
shareholders in August 2023.
For the 2024 annual bonus, we are proposing a slight change
to the measures used, such that payments will be subject to
adjusted profit before tax (60%), average month end net debt
(15%), capital employed (20%) and ESG (5%). This increase on
profit and introduction of average month-end net debt to
the annual bonus is directly aligned to our stated strategy
of maximising value and returns to our shareholders over
the longer term while providing focus on cash management
throughout the year.
REMUNERATION COMMITTEE REPORT
continued
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
113
The maximum bonus opportunity for the CEO in 2024 shall
remain at 300% of base salary, and the maximum bonus
opportunity for the CFO and COO shall increase from 150% to
175% of base salary. Two thirds of any bonus paid to the CEO
shall be deferred for two years under the Deferred Bonus Plan
with one third deferred of any bonus paid to the CFO and
COO in line with our shareholder approved Policy.
As disclosed in the notice of General Meeting, the CEO’s
2024 LTIP award will be 300% of base salary. In line with
our approved Policy, awards of 225% of base salary will be
made to the CFO and COO. These award levels will result in
an increase to both in-employment and post-employment
shareholding guidelines for our Executive Directors as
explained on page 130.
For 2024, we are proposing a slight change to performance
measurement under our LTIP. We will continue to use relative
TSR (30%), ROCE (30%) and EPS (30%) and will be introducing
a measure linked to carbon reduction over the performance
period accounting for the remaining 10%. This supports our
net zero carbon pathway and reflects the importance of
sustainability to our business, being core to our purpose.
Full details on performance measures and targets against
them (where not commercially sensitive) are set out
on page 129.
I hope you find that this report clearly explains the
remuneration approach we have taken and how we will
implement the Policy in 2024. I look forward to your support
at the AGM in respect of the resolution relating to this report.
PAUL WHETSELL
Chair of the Remuneration Committee
14 March 2024
COMMITTEE ACTIVITIES
A summary of the Committee’s focus and activities during 2023 are set out in the table below.
AREA OF FOCUS ACTIVITIES
POLICY
• Development of the Group’s revised Remuneration Policy in light of the Combination.
REMUNERATION
PACKAGES
• Approved Executive Directors and ELT salaries for 2024.
• Approved 2023 bonus outcomes for Executive Directors and ELT.
• Approved 2023 LTIP award levels for Executive Directors and senior management.
PERFORMANCE
TARGETS
• Reviewed and set financial targets for 2023 annual bonus and 2023 LTIP, in the context of multiple
internal and external reference points for performance over the relevant period.
EQUITY
INCENTIVES
• Confirmed the outcome of 2020 LTIP awards.
• Received updates on performance of in-flight LTIP awards.
• Updated the rules of the deferred bonus plan and LTIP plan rules to reflect changes to the
Remuneration Policy.
WORKFORCE
REMUNERATION
• Received updates on workforce remuneration policies and practices, and how these align with the
Group’s strategy and culture.
EFFECTIVENESS
• Considered external trends and possible implications for senior management remuneration across
the Group.
• Received updates on the UK executive remuneration landscape and governance developments.
GOVERNANCE
• Approved the 2023 Remuneration report for inclusion in this Annual Report and Accounts.
• Reviewed the Committee’s Terms of Reference.
REMUNERATION COMMITTEE REPORT
continued
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DIRECTORS’ REMUNERATION REPORT
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Annual Report and Accounts 2023
|
115
REMUNERATION AT A GLANCE
This section of the Directors’ Remuneration report provides details of how our Remuneration Policy was implemented
during the year ended 31 December 2023, and how it will be implemented during the year ending 31 December 2024.
It has been prepared in accordance with the provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the
UKLA’s Listing Rules. In accordance with the Regulations, the following sections of the Remuneration Report are subject to
audit: the single total figure of remuneration for Executive Directors and Non-Executive Directors, and accompanying notes
(page 119), awards made during the year (page 121), exit payments made in the year (page 123), payments to past Directors
(page 123) and the statement of Directors’ shareholdings (page 123). The remaining sections of the report are not subject to audit.
REMUNERATION IN 2023
EXECUTIVE
DIRECTORS
TOTAL PAY
FOR 2023
See page 119
2023 LTIP
GRANT
See page 121
2021 LTIP
OUTCOME
See page 122
2023 BONUS
ACHIEVEMENT
See page 120
2024 LTIP
AWARD
See
page 114
Awards made at 300% and 225% of
base salary for the CEO, COO and
CFO respectively, subject to the
following performance metrics:
MEASURE
WEIGHTING 2024
(AS % OF MAX)
FINANCIAL
TSR 30
EPS 30
ROCE 30
NON
-
FINANCIAL
Carbon reduction 10
2024
ANNUAL
BONUS
See
page 113
The maximum bonus opportunity level for the CEO, COO
and CFO will be 300% and 175% of base salary respectively.
The bonus is subject to the following performance measures:
MEASURE
WEIGHTING 2024
(AS % OF MAX)
0 30,000 60,000 90,000 120,000 150,000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
Value £000
Number of shares
Number of shares
Value £000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Annual bonus
LTIP
SAYE
£3,172K
500 1,000 1,500 2,000 2,500 3,000 3,500
£540K
£711K
£952K
£950K
£1,576K
£1,254K
0 50,000 100,000 150,000 200,000 250,000
Original award
Vesting
Greg Fitzgerald
Earl Sibley
Actual Bonus
achieved
Maximum Bonus
achievable
Greg Fitzgerald
Earl Sibley
Tim Lawlor
500 1,000 1,500 2,000 2,500
£1,327K
£444K
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£978K
£1,070K
£1,510K
£405K
£2,400K
£803K
£733K
0 30,000 60,000 90,000 120,000 150,000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
Value £000
Number of shares
Number of shares
Value £000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Annual bonus
LTIP
SAYE
£3,172K
500 1,000 1,500 2,000 2,500 3,000 3,500
£540K
£711K
£952K
£950K
£1,576K
£1,254K
0 50,000 100,000 150,000 200,000 250,000
Original award
Vesting
Greg Fitzgerald
Earl Sibley
Actual Bonus
achieved
Maximum Bonus
achievable
Greg Fitzgerald
Earl Sibley
Tim Lawlor
500 1,000 1,500 2,000 2,500
£1,327K
£444K
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£978K
£1,070K
£1,510K
£405K
£2,400K
£803K
£733K
0 30,000 60,000 90,000 120,000 150,000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
Value £000
Number of shares
Number of shares
Value £000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Annual bonus
LTIP
SAYE
£3,172K
500 1,000 1,500 2,000 2,500 3,000 3,500
£540K
£711K
£952K
£950K
£1,576K
£1,254K
0 50,000 100,000 150,000 200,000 250,000
Original award
Vesting
Greg Fitzgerald
Earl Sibley
Actual Bonus
achieved
Maximum Bonus
achievable
Greg Fitzgerald
Earl Sibley
Tim Lawlor
500 1,000 1,500 2,000 2,500
£1,327K
£444K
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£978K
£1,070K
£1,510K
£405K
£2,400K
£803K
£733K
0 30,000 60,000 90,000 120,000 150,000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
Value £000
Number of shares
Number of shares
Value £000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Annual bonus
LTIP
SAYE
£3,172K
500 1,000 1,500 2,000 2,500 3,000 3,500
£540K
£711K
£952K
£950K
£1,576K
£1,254K
0 50,000 100,000 150,000 200,000 250,000
Original award
Vesting
Greg Fitzgerald
Earl Sibley
Actual Bonus
achieved
Maximum Bonus
achievable
Greg Fitzgerald
Earl Sibley
Tim Lawlor
500 1,000 1,500 2,000 2,500
£1,327K
£444K
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£978K
£1,070K
£1,510K
£405K
£2,400K
£803K
£733K
FINANCIAL
Adjusted profit before tax 60
Net debt (average month-end net debt) 15
Capital employed 20
NON
-
FINANCIAL
ESG – Affordable housing and people metrics 5
IMPLEMENTATION OF REMUNERATION POLICY IN 2024
COMPONENT MINIMUM ON
-
TARGET MAXIMUM
MAXIMUM WITH 50%
SHARE PRICE GROWTH
BASE SALARY Annual cash salary for 2024
PENSION 2024 pension levels
BENEFITS 2023 actual benefit figures
ANNUAL BONUS 0% payout 50% of max opportunity 100% of max opportunity
100% of max opportunity
(300% for CEO, 175% for CFO
and COO), value of 1/3rd
deferred (2/3rd in case of
CEO) increased by 50%
LONG
-
TERM
INCENTIVES
0% vesting 50% vesting of award 100% vesting of award
100% vesting of award (300%
for CEO, 225% for CFO and
COO), with value increased
by 50%
2024 REMUNERATION SCENARIOS
The charts below include an estimate of the potential 2024 reward opportunities for each Executive Director based on the
following assumptions:
• Minimum performance reflects the most up-to-date base salary figures and pension figures plus benefits paid in 2023.
• Target performance reflects the most up-to-date base salary and pension figures, benefits paid in 2023, annual cash bonus at
50% of maximum and LTIP vesting at 50% of maximum.
• Maximum performance reflects the most up-to-date base salary and pension figures, benefits paid in 2023, annual cash bonus
at 100% of maximum and LTIP vesting at maximum of 100%.
• The proposed policy maximum with 50% share price increase assumes the maximum value with a 50% increase in share price
for LTIP awards and annual bonus awards deferred into shares.
£893,000
£3,293,000
£5,693,000
£7,693,000
£610,624
£1,712,724
£2,814,824
£3,595,478
£557,706
£1,564,634
£2,571,562
£3,284,803
£0
£1,000,000
£2,000,000
£3,000,000
£4,000,000
£5,000,000
£6,000,000
£7,000,000
£8,000,000
Min
On-
target
Max
Max
with 50%
share
price
growth
Min
On-
target
Max
Max
with 50%
share
price
growth
Min
On-
target
Max
Max
with 50%
share
price
growth
GREG FITZGERALD EARL SIBLEY
TIM LAWLOR
ILLUSTRATIVE SCENARIO ANALYSIS
Base, Benefits, Pension
Annual Bonus
Long-Term Incentives
116
|
Vistry Group PLC
THE CODE
-
PROVISION 40 ALIGNMENT
The table below explains how the Remuneration Committee has addressed the factors set out in Provision 40 of the Code.
The Remuneration Policy is designed to ensure a strong link between remuneration, the strategy and delivery of objectives.
PRINCIPLE
ALIGNMENT TO THE CODE
CLARITY
Remuneration arrangements
should be transparent and
promote effective engagement
with shareholders and the
workforce.
Our Remuneration Policy, plan rules and guidance notes are drafted in a clear and
succinct format. The People Forum and employee roadshows provide the opportunity
for our people to raise questions on the Group’s remuneration practices.
Our Remuneration Policy is available at www.vistrygroup.co.uk/investor-centre/
corporate-governance and a summary of our Remuneration Policy is included in this
Annual Report.
SIMPLICITY
Remuneration structures should
avoid complexity and their
rationale and operation should
be easy to understand.
Our remuneration arrangements for ELT and senior leadership are purposefully simple,
comprising of fixed pay (salary, benefits, pension/pension salary supplement), a short-
term incentive plan (Annual Bonus scheme, with a Deferred Bonus Plan) and a long-
term incentive plan (LTIP). Targets are reviewed and aligned to strategy.
The 2024 Annual Bonus scheme and 2024 LTIP award includes ESG targets based on
metrics which are meaningful and clear for our employees and aligned to the strategy.
RISK
Remuneration arrangements
should ensure reputational
and other risks from excessive
rewards, and behavioural risks
that can arise from target-based
incentive plans, are identified
and mitigated.
Risks are identified by the Committee and mitigated through the application of the
Remuneration Policy including: malus and clawback provisions; discretionary powers
to amend outcomes; and minimum shareholding requirements. Appropriate discretion
can be applied, in the case of the annual bonus for three years from the date on which
the outcome is determined, and for LTIP awards discretion extends until the fifth
anniversary of the grant date.
PREDICTABILITY
The range of possible values
of rewards to individual
directors and any other limits or
discretions should be identified
and explained at the time of
approving the policy.
The CEO’s annual bonus maximum award quantum is 300% and the LTIP award
quantum is 300% of base salary. The CFO and COO’s annual bonus maximum award
is 175% and the LTIP award quantum is 225% of base salary. Maximum bonus is only
payable if stretching targets are met and excellent Group performance is achieved.
At least one third (and two thirds for the current CEO) of the annual bonus and whole
of the LTIP vesting is in shares.
The Executive Directors have shareholding requirements including a two-year post-
cessation shareholding requirement. The value of share awards are less predictable
than cash due to potential fluctuations in the share price. However, it means that
Director remuneration is better aligned to the shareholder experience.
PROPORTIONALITY
The link between individual
awards, the delivery of strategy
and the long-term performance
of the company should be clear.
Outcomes should not reward
poor performance.
Incentive scheme targets are carefully considered by the Committee to ensure they
reward performance and are correctly calibrated. Targets used in the Group’s incentive
schemes are then monitored and progress measured by reference to many of the
Group’s reported KPIs. For the annual bonus for 2024, these include adjusted profit
before tax, average month end net debt and capital employed. For the LTIP, these
include earnings per share and ROCE.
Annual bonus arrangements link to the Group’s strategic pillars and, for 2023, the
metrics used were adjusted profit before tax, year end capital employed (being total
equity less goodwill, intangible assets and net cash and defined benefit pensions
asset/liability), synergies and ESG – affordable housing and people metrics with a
carbon reduction underpin. Year end capital employed motivates a disciplined balance
sheet and supports the management of capital and cash. Monitoring measures are in
place to ensure that nothing beyond the normal period end behaviours and actions
occur in arriving at the outcome.
The LTIP takes a longer-term perspective, and for the 2023 awards, the metrics
were based on the financial and share price performance measures of relative total
shareholder return, adjusted earnings per share and ROCE, equally weighted at one
third of awards. The inclusion of the ROCE metric ensures that sustainable investment
decisions are made. Information in relation to the 2023 LTIP awards is set out on page
121. The Committee’s ability to apply discretion ensures that outcomes will not reward
poor performance.
DIRECTORS’ REMUNERATION REPORT
continued
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
117
PRINCIPLE
ALIGNMENT TO THE CODE
ALIGNMENT TO CULTURE
Our purpose as a responsible developer is to work in partnership to deliver sustainable
homes, communities and social value, leaving a lasting legacy of places people love. This
is reflected in our ESG metric in the annual bonus, and our ROCE metric in the LTIP
ensures sustainable investment. Incentive targets selected by the Committee reflect the
importance of driving behaviours that underpin the culture of the business and support
the sustainable success of the Group. A synergy metric was included in the 2023 annual
bonus to ensure appropriate focus on the key integration of Countryside. For the third
year, ESG measures have been applied in setting performance targets for the 2024
annual bonus arrangements. The ESG metric is made up of a scorecard of affordable
housing and skills academies measures. Customer satisfaction based on both the HBF
8-week and 9-month survey scores remain important KPIs and are agreed areas for
consideration of downward discretion in the 2024 annual bonus. Further details about
the 2024 annual bonus are set out on page 129. From 2024, the LTIP will include an
element measuring carbon reduction aligned with our Sustainability Strategy.
The Group values are Integrity, Caring and Quality which are reflected in our incentive
remuneration measures through the inclusion of customer satisfaction and health and
safety as areas for downward discretion in the annual bonus (to drive increased service
and build quality and maintain the safety of our sites) and through the malus and
clawback provisions that apply to all incentive plans. Further information on our culture
is included on pages 82 to 83.
As set out under ‘Proportionality’, annual bonus arrangements link to the Group’s near-
term strategic pillars and the LTIP takes a longer-term perspective, with the metrics and
targets set by reference to the strategic plan.
KEY REMUNERATION DECISIONS DURING 2023
During 2023, the Committee determined the performance measures and set targets for the 2023 annual bonus and approved
2022 bonus payments. It also determined the performance measures and set targets for and approved LTIP awards made in
2023 and confirmed the partial vesting of the 2020 LTIP awards. Malus and clawback provisions for incentive awards and a two-
year post vesting holding period for LTIP awards continued to be applied in 2022.
The Deferred Bonus Plan (DBP) was used to make share awards to Executive Directors and other senior management
equivalent to the value of one third of their annual bonus over a vesting period of two years. Malus and clawback provisions
apply which are consistent with the terms of the annual bonus plan and LTIP.
The Committee developed a revised Remuneration Policy for the Group following the Combination, which was put forward
for shareholder approval on 30 August 2023. Shareholders approved an increase in the CEO’s salary to reflect the increased
scope of his role given the size of the business, with effect from 1 January 2023. The CEO’s maximum bonus potential for
FY23 was increased to 300%, reflecting the new Remuneration Policy. In order to implement the revised Remuneration Policy,
consequential amendments were made to the LTIP and DBP rules for shareholder approval. A summary of all of the changes to
the Policy is set out in the Chair’s letter on page 111.
Towards the end of the year, the Committee considered the structure for the 2024 annual bonus and completed the
2024 remuneration review, which included consideration of the economic environment, alignment with the experience of
stakeholders, the link between executive remuneration and pay, and employment conditions throughout the Group
(including oversight of the general proposals for our people for 2023). It was agreed that the CEO would not be included
in the salary review for 2024. The conclusion of the review was that a base salary increase for the COO and CFO from
1 January 2024 would be at 3% in line with the standard increase across the workforce for those earning £40,000 or more.
The increase for employees earning less than £40,000 was 5%, with a taper applied so that those earning just over £40,000
were not disadvantaged.
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|
Vistry Group PLC
IMPLEMENTATION OF REMUNERATION POLICY FOR THE YEAR ENDED
31 DECEMBER 2023
SINGLE FIGURE EXECUTIVE DIRECTORS’ REMUNERATION (AUDITED)
Base
Salary
£000
Benefits
1
£000
Pension
2
£000
Sub-Total
(Fixed Pay)
£000
LTIP
£000
Annual
Bonus
5
£000
SAYE
£000
Sub-Total
(Variable Pay)
£000
Tot al
Remuneration
£000
Greg Fitzgerald 2023 800 37 56 893 952 1,327 - 2,279 3,172
2022 726 31 87 844 551
4
1,089 - 1,640 2,484
Earl Sibley
7
2023 535 21 36 592 540 444 - 984 1,576
2022 430 20 41 491 313
4
645
-
958 1,449
Tim Lawlor
8
2023 489 19 32 540 - 405 5
6
410 950
2022 67 1 5 73
-
100 - 100 173
Notes:
1. Taxable benefits include medical insurance, payment of a car allowance and provision of a leased vehicle.
2. Greg Fitzgerald, Earl Sibley and Tim Lawlor receive a non-bonusable and non-pensionable pension salary supplement.
3. LTIP 2021 measured over a three-year period to 31 December 2023 and vested to the extent of 76.3% on 8 March 2024. The figure included is
an estimate based on the average share price over the last quarter of 2023 of £7.88. The share price on grant of this award was £9.28 and at
the end of the three-year period was £9.175. Notional dividends accrued up to 31 December 2023 have been applied to the vested award.
The value of these notional dividends accured is £139,996 and £79,383 for Greg and Earl respectively.
4. LTIP 2020 measured over a three-year period to 31 December 2022 and vested to the extent of 57% on 1 March 2023 at a share price of
£7.855. The share price on grant of this award was £12.79 and at the end of the three-year period was £6.255. Notional dividends accrued up
to 1 March 2023 have been applied to the vested award.
5. 55.28% annual bonus was achieved for the year (see page 120). One third (two thirds for the CEO) of the annual bonus will be deferred into
shares in accordance with the Deferred Bonus Plan 2022 rules. Deferral amounts for Greg, Earl and Tim are £884,480, £147,874, and £135,104
respectively. Greg’s deferred bonus is subject to continued employment.
6. Tim Lawlor was granted 3,065 SAYE at an option price of £5.872 (representing a 20% discount to the prevailing market price of £7.34 during
2023), resulting in an equivalent benefit of £4,500.
7. Earl Sibley assumed the role of COO with effect from 11 November 2022, therefore his 2022 figures are reflective of the change in his
remuneration package from this date.
8. Tim Lawlor was appointed to the Board on 11 November 2022.
NON
-
EXECUTIVE DIRECTORS’ REMUNERATION (AUDITED)
The following table shows the remuneration for the Non-Executive Directors who served during 2023:
SALARY / FEES £000
Non-Executive Directors
2023
Tot al
2023
2022
Tot al
2022
Ralph Findlay
1
234 234 169 169
Rowan Baker
2
70 70 42 42
Chris Browne 59 59 57 57
Paul Whetsell
3
43 43 - -
Helen Owers
3
36 36 - -
Jeff Ubben
4
36 36 - -
Katherine Innes Ker
5
28 28 57 57
Nigel Keen
6
33 33 67 67
Ashley Steel
5
34 34 63 63
1
Appointed Chair on 18 May 2022.
2
Appointed on 18 May 2022.
3
Appointed on 18 May 2023.
4
Appointed on 23 March 2023.
5
Resigned on 18 May 2023.
6
Resigned on 23 March 2023.
In addition to their fees, the Non-Executive Directors were entitled to claim non-taxable expenses incurred whilst fulfilling
their role. There were no reimbursements of expenses that were taxable.
DIRECTORS’ REMUNERATION REPORT
continued
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
119
PAYMENTS TO EXECUTIVE DIRECTORS FOR EXTERNAL DIRECTORSHIPS (UNAUDITED)
Greg Fitzgerald is Non-Executive Chairman of Baker Estates Limited. During the year, Greg Fitzgerald received a fee of £145,000
in relation to this appointment, together with loan interest payments of £485,451. He is also Non-Executive Chairman of Ardent
Hire Solutions Limited, for which he received a fee of £130,000 during the year. Neither Tim Lawlor nor Earl Sibley currently hold
any external directorships.
ANNUAL BONUS PAYMENT IN RESPECT OF 2023 (AUDITED)
The maximum opportunity for the CEO, COO and CFO for the year ended 31 December 2023 was 300% for the CEO and 150% of
base salary for the COO and CFO, with one third (two thirds for the CEO) of any bonus award being paid in shares, deferred for
two years. Provisions that enable the recovery of sums paid (clawback) continue to apply, as set out in the Policy table. All targets
were set in January 2023.
A breakdown of the performance against the measurement criteria is shown below.
MEASURE
WEIGHTING
(% OF MAX)
THRESHOLD
(10%)
ON TARGET
(50%)
STRETCH AND
MAXIMUM
(100%)
OUTCOME AND
AWARD ACHIEVED
(% OF MAX)
FINANCIAL MEASURES (95%)
Adjusted profit before tax
(acts as gateway to bonus)
50 £418m £490m £510m £419.1m (10.6%)
Year end capital employed 25 £2,427m £2,313m £2,267m £2,136.2m (100%)
Synergies delivered 20 £19m £29m £39m c.£50m (100%)
NON
-
FINANCIAL MEASURES (5%)
ESG - Affordable housing and people
metrics, with carbon reduction underpin
1
5 n/a n/a n/a 100%
TOTAL BONUS PAYABLE 55.28
1
The ESG scorecard targets included (i) additional affordable homes growth in excess of 2022, (ii) skills academy learners with a threshold
performance of 233 and a maximum performance of 275, on a straight-line basis; and (iii) carbon reduction underpin to finalise SBTi targets
and set an implementation plan. The sustainability scorecard measures were achieved in full: (i) the number of additional affordable homes
delivered was more than double 2022 delivery (ii) the number of learners through skills academies was 299 against a maximum target of 275
(iii) During the year we have created a new Sustainability Strategy, following a double materiality assessment and obtained revised targets for
the enlarged Group from the SBTi.
Executive Director
Maximum bonus
% salary
Target bonus
% of salary
Actual bonus
% of salary
Total 2023
bonus £000
Greg Fitzgerald 300 150 165.9 1,327
Earl Sibley 150 50 82.9 444
Tim Lawlor 150 50 82.9 405
In determining the Executive Directors’ 2023 annual bonus outcome, the Committee maintained a clear and rigorous focus on
aligning pay with performance, coupled with consideration of performance against the metrics. The Committee considered
the market backdrop noting the Group has delivered a strong operational and financial business performance during 2023,
alongside the integration of Countryside and initial execution of the transformational new strategy to focus solely on Partnerships.
The Committee also noted that customer service on the 8-week survey basis maintained a 5-star rating, the achievements of
construction quality awards and a good track record for health and safety. In the face of an inflationary market with high cost
inflation in the first half lessening in the second half being accompanied by a modest reduction in open market house prices,
the Group managed its cost base well to support the 2023 result. In addition, it has accelerated the transition of housebuilding
to partnerships. The overall reported performance is marginally ahead of the guidance given in October at £419.1m. This level is
between the threshold of £418m and target of £490m resulting in a 10.6% outturn of the maximum. The performance against
the target for capital employed was due to continued focus on good working capital management. The announcement of the
acquisition of Countryside highlighted a target of £25m of synergies in 2023. The outturn for 2023 was c£50m which was in excess of
the maximum target in the bonus scheme of £39m. The proposal is for 100% of the bonus to be payable in respect of this element.
The three elements of ESG scorecard were met due to increased focus on the delivery of sustainability targets throughout the
Group, resulting in 100% outturn of the maximum. The overall outturn for bonus payable in respect of the year ended 31 December
2023 was 55.28%. The Committee considered whether to exercise its discretion and agreed not to adjust this outcome as it was
comfortable that the awards made were both fair and appropriate given the performance of the Group in the year and wider
stakeholder experience outlined earlier in this report.
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|
Vistry Group PLC
LONG
-
TERM INCENTIVE PLAN (LTIP) (AUDITED)
Long-term incentive awards are made in the form of performance shares or nil-cost options under the Vistry Group LTIP, which
was approved by shareholders at the General Meeting held on 2 December 2019, as amended on 30 August 2023. All awards
prior to 2020 were granted under the rules approved at the 2010 Annual General Meeting. Each award is made subject to the
achievement of performance criteria as explained below and will ordinarily vest after three years. A two-year holding period
following vesting was introduced for 2017 awards onwards, which extends the time between awards being granted and when
they can be exercised to five years. Provisions that enable the withholding of payment or the recovery of sums paid (malus and
clawback) were further strengthened with the adoption of the LTIP rules.
Discretions available to the Committee contained in the LTIP rules are set out in the Policy table on pages 132 to 138 and in the
exit payments policy contained within the Remuneration Policy which is available at www.vistrygroup.co.uk/investor-centre/
corporate-governance.
AWARDS GRANTED DURING 2023 (AUDITED)
The table below shows the awards granted to Executive Directors in 2023 in the form of nil cost options. The awards were
based on a closing share price of £7.2250 on 24 March 2023. This has been used to determine the face value of the awards.
The award is subject to a three-year performance period ending on 31 December 2025 and exercisable in 2028, following a
two-year holding period.
Executive Director
Type of award
Award as
% of salary
Number
of shares
awarded
Face value
of award
£000
Greg Fitzgerald Performance Share Plan 200 209,056 1,510
Earl Sibley Performance Share Plan 200 148,096 1,070
Tim Lawlor Performance Share Plan 200 135,307 978
The performance measures for all 2023 awards are total shareholder return (TSR) (33.3%), adjusted EPS (33.3%) and ROCE (33.3%).
Achieving threshold performance for the financial and TSR performance measures would result in 25.0% of the total
award vesting.
The performance targets are:
• TSR – threshold performance equal to the annualised median of the index and maximum performance equal to the
annualised upper quartile of the index, using a relative ranking approach, measured over the three consecutive financial
years commencing on 1 January 2023 to 31 December 2025.
• Adjusted EPS – threshold performance at absolute EPS of 94 pence and maximum performance at absolute EPS of 123
pence, both as measured in the third year of the performance period (2025).
• ROCE – threshold performance at 25.6% and maximum performance at 28.3%, both as measured in the third year of the
performance period (2025).
The 2023 constituents of the TSR index, which may be subject to change, are as listed below:
TSR comparator group
Barratt Developments plc Bellway plc The Berkeley Group plc
Crest Nicholson Holdings plc Persimmon plc Redrow plc Taylor Wimpey plc
DEFERRED BONUS AWARD GRANTED IN 2023 (AUDITED)
The table below shows the awards granted to Executive Directors under the Deferred Bonus Plan 2023 in the form of conditional
awards on 27 March 2023. The awards equate to one third of the bonus payable to Executive Directors in respect of 2022. The awards
were based on a share price of £7.2250 being the closing share price on 24 March 2023. The awards are not subject to any additional
performance conditions nor are they subject to continued employment and vest in accordance with the plan rules.
EXECUTIVE DIRECTOR TYPE OF AWARD
AWARD AS A
% OF BONUS
NUMBER OF
SHARES AWARDED
FACE VALUE
OF AWARD £000
Greg Fitzgerald Deferred Bonus Award 33.33% 49,751 359
Earl Sibley Deferred Bonus Award 33.33% 29,476 213
Tim Lawlor
1
Deferred Bonus Award 33.33% 4,566 33
1
Tim Lawlor was appointed to the Board on 11 November 2022. Therefore, his bonus payable in respect of 2022 was from the period 11 November 2022
– 31 December 2022.
DIRECTORS’ REMUNERATION REPORT
continued
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
121
AWARDS VESTING IN RESPECT OF 2023 (AUDITED)
The LTIP awards made in 2021 were measured over a three year period to 31 December 2023 and vested as to 76.3% of the
maximum award on 8 March 2024 at a share price of £11.20.
Performance measure Weighting
Threshold
(25% Vesting)
Maximum
(100% Vesting) Actual
% Achieved
against weighting % Vesting
Adjusted EPS 33.33% 320p 392p 378p 85.3% 28.4
TSR 33.33%
Performance equal
to the annualised
median of the index
Performance equal to
the annualised upper
quartile of the index
Upper
quartile 100% 33.3%
ROCE 33.33% 20.8% 23% 21.3% 43.7% 14.6%
Straight line vesting occurs between threshold and maximum. Total vesting 76.3%
The adjusted EPS of 378p has been re-based using the same rate of corporation tax as was used
in setting the 2021 targets.
When considering the outturn, the Committee considered the transformation of the Group over the three year period of the LTIP,
notably including the acquisition of Countryside Partnerships PLC in November 2022 and the new strategy to focus solely on
partnerships in September 2023. Both the Combination and the change of strategy were taken forward for the long-term benefit
of the Group and its stakeholders. There were no adjustments to targets following the Combination. The TSR element was achieved
in full reflecting the positive response to the new strategy by shareholders resulting in the Group performing at the top of the
peer group. The TSR peer group was Vistry Group PLC, Redrow plc, Taylor Wimpey plc, Barratt Developments plc, Bellway plc,
The Berkeley Group plc, Crest Nicholas Holdings plc, Persimmon plc and Countryside Partnerships PLC. ROCE is monitored to
reflect the underlying performance of the Group, with exceptional items and the amortization of acquired intangible assets
excluded from the calculation. The ROCE element surpassed the threshold with it achieving 43.7% of the maximum. The adjusted
EPS element is cumulative EPS over the period 2021 to 2023, resulting in a vesting of 85.3% of the maximum. The Committee
noted that the Combination had been acknowledged as dilutive to EPS which had been accepted for the long-term benefit of
the Company. The overall level of vesting for the 2021 award is 76.3%. The Committee considered whether to exercise its discretion
and agreed not to adjust this outcome as it was comfortable that the awards made were both fair and appropriate given the
performance of the Group in the year and wider stakeholder experience outlined earlier in this report.
HISTORICAL LTIP AWARDS (AUDITED)
The table below summarises the historical long-term incentive awards made to the Executive Directors.
AWARD SIZE (% SALARY) PERFORMANCE CRITERIA %
Year of
grant Performance period CEO COO CFO
Customer
Satisfaction TSR EPS ROCE
Percentage of
award vesting
2017 01/01/2017-31/12/2019 200 - 125 33.3 22.2 22.2 22.2 81.6
2018 01/01/2018-31/12/2020 200
- 125 25 25 25 25 25
2019 01/01/2019-31/12/2021 150 - 125 - 33.3 33.3 33.3 45.3
2020 01/01/2020-31/12/2022 200 200 200 - 33.3 33.3 33.3 57
2021 01/01/2021-31/12/2023 180 180 180 - 33.3 33.3 33.3 76.3
2022 01/01/2022-31/12/2024 200 200 200 - 33.3 33.3 33.3 Ongoing
2023 01/01/2023-31/12/2025 200 200 200 - 33.3 33.3 33.3 Ongoing
PENSIONS (AUDITED)
All Executive Directors receive pension salary supplements of 7% of their respective base salaries from 1 January 2023 in
alignment with the workforce.
None of the Executive Directors have a prospective right to defined benefit pensions and there are no special early retirement
or early termination provisions for Executive Directors, except as noted in the exit payments policy in the Remuneration Policy
available at www.vistrygroup.co.uk/investor-centre/corporate-governance.
Any new appointments include eligibility for membership of the Group’s defined contribution pension arrangements.
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PAYMENTS FOR LOSS OF OFFICE (AUDITED)
There were no payments for loss of office made in the year.
PAYMENTS TO PAST DIRECTORS (AUDITED)
In March 2023, Graham Prothero received a bonus payment of £772,500 which was 100% of his maximum opportunity of 150%
of annual salary in respect of the year ending 31 December 2022. Two thirds of the bonus was paid in cash and the remaining
one third was a share award under the Deferred Bonus Plan, which will vest after two years. In March 2023, Graham’s LTIP award
for 2020 vested in accordance with the performance achieved of 57%, details of which are set out in the Company’s 2022
Annual Report and Accounts. This award is still subject to a two year holding period. In March 2024, Graham’s 2022 Deferred
Bonus Plan share award will vest and 26,471 shares (less tax and NI) will be released.
DIRECTORS’ SHAREHOLDINGS AND SHARE INTERESTS
DIRECTORS’ BENEFICIAL SHARE INTERESTS (AUDITED)
The Directors’ interests in the share capital of the Company are shown below. All interests are beneficial.
31 DEC 2023 31 DEC 2022
Ordinary
Shares
Deferred
shares
4
LTIP
shares
(vested)
5
LTIP shares
(subject to
performance
conditions)
6
SAYE options
(subject to
continuous
employment)
Ordinary
Shares
Deferred
shares
4
LTIP
shares
(vested)
5
LTIP shares
(subject to
performance
conditions)
6
SAYE options
(subject to
continuous
employment)
Executive Directors
Greg Fitzgerald 1,639,193 86,629 225,223 497,949 - 1,639,193 36,878 163,137 397,816 -
Earl Sibley 36,052 50,388 101,680 312,336 2,208 35,823 20,912 66,473 226,007 2,208
Tim Lawlor 64,976 4,566 - 135,307 3,065 64,843 - - - -
Non-Executive Directors
Ralph Findlay 2,868 - - - - 2,868 - - - -
Rowan Baker - - - - - - - - - -
Chris Browne 9,832 - - - - 9,832 - - - -
Paul Whetsell
1
15,000 - - - - - - - - -
Helen Owers
1
1,000 - - - - - - - - -
Jeff Ubben
2
- - - - - - - - - -
Katherine Innes Ker
3
850 - - - - 850 - - - -
Nigel Keen
4
- - - - - - - - - -
Ashley Steel
3
3,059 - - - - 3,059 - - - -
1
Appointed to the Board on 18 May 2023.
2
Appointed to the Board on 23 March 2023 and stepped down from the Board 12 January 2024.
3
Stepped down from the Board on 18 May 2023.
4
Conditional awards.
5
Vested nil cost share options but not yet exercised.
6
Nil cost share options.
After 31 December 2023, there were the following changes in Directors’ shareholdings: Baker Estates Limited, closely associated
with Greg Fitzgerald, sold its entire shareholding of 893,348 shares in the Company in January 2024. Greg bought 10,525 on
19 January 2024. His current shareholding is 756,370. There were no other changes in the holdings of ordinary shares of any
of the Directors between 1 January 2024 and 12 March 2024 (being the latest practicable date prior to the publication of
this Annual Report) other than the normal monthly investment in partnership shares through the Vistry Group PLC Share
Incentive Plan.
The Directors’ interests in share options and awards under the LTIP are detailed on the adjacent page. There were no changes
in the holdings of share options and awards under the LTIP between 1 January 2024 and 12 March 2024 (being the latest
practicable date prior to the publication of this Annual Report and Accounts).
DIRECTORS’ REMUNERATION REPORT
continued
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
123
SHAREHOLDING GUIDELINES (AUDITED)
Guidelines have been approved for Executive Directors in respect of ownership of Vistry Group PLC shares. During 2023, the
Board expected each Executive Director to retain 100% of the net value derived from the exercise of LTIP awards as shares,
after settling all costs and income tax due, until such time as they meet the guidelines. The shareholding guidelines were
strengthened in the new Policy for any Executive Director who receives and LTIP opportunity greater than 200% of their base
salary. Where this applies, the shareholding guideline with apply at the higher of (i) 200% of base salary, or (ii) the Executive
Directors LTIP opportunity. This means for the CEO his guidelines were increased to 300% of base salary.
Shares no longer subject to performance conditions but subject to deferral or a holding period count towards the guideline
(on a net of tax basis).
Executive Director
Shareholding
as at 31/12/23
Historical
acquisition
cost
Salary as at
01/01/24
Shareholding
achieved %
Shareholding
guideline %
Greg Fitzgerald 1,795,109 £13,232,337 £800,000
1,654
300
Earl Sibley 112,086 £999,665 £551,050 181 200
Tim Lawlor 67,259 £451,359 £503,464
90
200
Greg Fitzgerald continued to meet the shareholding guidelines during 2023. As disclosed above, as at the date of this report,
Greg’s ordinary shareholding (excluding vested shares but subject to deferral or a holding period) is 756,370, therefore he now
holds shares with a historical cost equal to over 10 times basic annual salary. Earl Sibley and Tim Lawlor continued to increase
the number of shares held during 2023 and are making good progress towards meeting shareholding guidelines.
DIRECTORS’ INTERESTS IN LTIP SHARES
1
(AUDITED)
Executive Director
Award date
Vesting date
Interest
as at
31/12/23
Interest
as at
31/12/22
Value of
shares at
date of award
(£000)
Vesting &
exercised
in year
Lapsed in
year
Expiry date
Market
value at
vesting
(£000)
Gain on
exercise
(£000)
Shares
retained
on
exercise
Greg Fitzgerald
08/09/17 08/09/20 91,369 91,369 1,300 - - 08/09/27 - - -
05/03/18 05/03/21 30,759 30,759 1,332 - - 05/03/28 - - -
04/03/19 04/03/22 41,009 90,529 1,019 - - 04/03/29 - - -
02/03/20 02/03/23 62,086 108,923 1,393 - 46,837 02/03/30 - - -
08/03/21 08/03/24 135,109 135,109 1,254 - - 08/03/31 - - -
04/03/22 04/03/25 153,784 153,784 1,452 - - 04/03/32 - - -
27/03/23 27/03/26 209,056 - 1,510 - - 27/03/33 - - -
Earl Sibley
08/09/17 08/09/20 40,263 40,263 375 - - 08/09/27 - - -
05/03/18 05/03/21 9,377 9,377 650 - - 05/03/28 - - -
04/03/19 04/03/22 16,833 37,161 418 - - 04/03/29 - - -
02/03/20 02/03/23 35,207 61,767 790 - 26,560 02/03/30 - - -
08/03/21 08/03/24 76,616 76,616 711 - - 08/03/31 - - -
04/03/22 04/03/25 87,624 87,624 828 - - 04/03/32 - - -
27/03/23 27/03/26 148,096 - 1,070 - - 27/03/33 - - -
Tim Lawlor
27/03/23 27/03/26
135,307
- 978
- -
27/03/33
- - -
1
All awards were granted as nil cost options.
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DIRECTORS’ INTERESTS IN SHARE OPTIONS (AUDITED)
Executive Director
Date of
grant
Scheme Interest
as at
31/12/22
Granted
in year
Lapsed
in year
Exercised
in year
Interest
as at
31/12/23
Exercise
price per
share (£)
Option exercise
period
Greg Fitzgerald - - - - - - - - -
Earl Sibley 01/06/2021 SAYE 2,208 - - - 2,208 8.152 06/24-12/24
Tim Lawlor 27/04/2023 SAYE - 3,065 - - 3,065 5.872 06/26-12/26
The Vistry 2023 SAYE options were granted at a 20% discount to the prevailing market price of £7.34 on the date of grant.
There was no payment required to secure the grant of any share options. There was no change in the terms and conditions of
any outstanding options granted under the SAYE Scheme during the year. Share options held in the SAYE Scheme, which are not
subject to performance conditions, may under normal circumstances be exercised during the six months after maturity of the
savings contract.
PAST PERFORMANCE REVIEW
As required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended),
the following graph shows the TSR on an ordinary share held in Vistry Group PLC (previously named Bovis Homes Group PLC)
over the last ten financial years, compared to the FTSE 250 index and the median of the FTSE 350 housebuilding companies (as
listed as at 31 December 2013) over the same period. As a constituent of the FTSE 250 operating in the home construction sector,
the Committee considers both these indices to be relevant benchmarks for comparison purposes.
The middle market price of the Company’s shares on 29 December 2023 was £9.13 (2022: £6.26). During the year ended
31 December 2023, the share price recorded a middle market low of £6.36 and a high of £9.46.
TOTAL SHAREHOLDER RETURN PERFORMANCE GRAPH1
1
TSR Performance
FTSE 250 index
Bespoke home construction index
(2)
Vistry Group PLC
Vistry Group PLC
FTSE 350 Home Construction Companies
FTSE 250 index
2
£0
£100
£150
£200
£250
£300
£350
2023
December
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
£390
£155
£153
£213
SHARE PRICE CHART FOR 2023
The chart below illustrates the Company’s share price performance relative to its peer group.
DIRECTORS’ REMUNERATION REPORT
continued
1. This graph illustrates ten-year TSR performance
and therefore does not represent the period
under which the LTIP is measured.
2. Median TSR growth of the constituents of
the bespoke index. Index consists of FTSE
350 home construction companies which are
considered to be within our peer group, as at 31
December 2013 (Barratt Developments, Bellway,
The Berkeley Group, Persimmon, Redrow, Taylor
Wimpey).
The Board has chosen these comparative indices as the Group is a constituent of the FTSE 250 and its major competitors are included within the bespoke index.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
125
60.0
70.0
80.0
90.0
100.0
110.0
120.0
130.0
140.0
150.0
160.0
Vistry Group PLC
The Berkeley Group Holdings PLC
Persimmon PLC
Taylor Wimpey PLC
Redrow PLC
Bellway PLC
Barrat Developments
Crest Nicholson Holdings PLC
JAN FEB MARCH APRIL MAY JUNE JULY AUG
2023 TSR MOVEMENT
SEPT OCT NOV DEC
TOTAL CEO REMUNERATION
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Single figure total £000 1,440 1,596 1,505 1,029 1,376 2,180 2,175 1,342 2,356 2,484 3,172
Annual bonus against maximum % 97.8 88.7 59.8 10 100 89 100 30 100 100 55.28
LTIP vesting against maximum % 50 66.7 66.7 35.9 0 0 81.6 25 45.3 57 76.3
Recruitment award vesting against
maximum %
n/a n/a n/a n/a n/a 100 n/a n/a n/a n/a n/a
Note: Columns for 2013-2016 relate to David Ritchie and those for 2017-2023 related to Greg Fitzgerald.
ANNUAL PERCENTAGE CHANGE IN DIRECTORS’ REMUNERATION
The table below sets out the change in remuneration for the Company’s Directors from 2020 to 2023. As the Company has no
direct employees we have chosen to compare the change in remuneration with the Group’s employees (as per prior years).
Salary/Fees % change Benefits % change Annual Bonus % change
Executive Directors 2023 2022 2021 2020 2023 2022 2021 2020 2023 2022 2021 2020
Greg Fitzgerald
(1)
10.19 4.25 0.00 2.50 19.40 0.00 0.00 94.00 21.21 4.21 400.00 -69.00
Earl Sibley
(2)
24.42 4.75 0.00 18.00 5.00 0.00 0.00 82.00 -31.62 4.72 402.54 -65.00
Tim Lawlor
(3)
0.00 - - - 0.00 - - - - - - -
Non-Executive Directors
Ralph Findlay
(4)
38.46 125.68 0.00 2.00 - - - - - - - -
Rowan Baker 4.00 - - - - - - - - - - -
Chris Browne 4.00 4.66 0.00 2.75 - - - - - - - -
Paul Whetsell
(5)
- - - - - - - - - - - -
Helen Owers
(5)
- - - - - - - - - - - -
Jeffrey Ubben
(6)
- - - - - - - - - - - -
Katherine Innes Ker
(7)
4.00 4.66 0.00 2.75 - - - - - - - -
Nigel Keen
(8)
4.00 4.72 0.00 2.30 - - - - - - - -
Ashley Steel
(7)
4.00 15.67 - - - - - - - - - -
Average pay of employees
of the Group
5.07 4.22 2.78 6.13 1.00 1.00 1.00 1.00 60.00 -5.00 369.00 3.00
1
Salary and bonus potential changed following the GM held on 30 August 2023.
2
Assumed the role of COO on 11 November 2022, therefore the percentage change reflects the difference between the 2022 and 2023 salary
figures disclosed in the Single Figure Table on page 119.
3
Appointed to the Board on 11 November 2022 and there were no changes to his remuneration package for 2023.
4
Appointed Chair of the Board on 18 May 2022, therefore 2023 was the first full year’s fee. The increase in the Chair’s fee was 4% in line with the
other fee increases.
5
Appointed to the Board on 18 May 2023.
6
Appointed to the Board on 23 March 2023 and stepped down on 12 January 2024.
7
Stepped down from the Board on 18 May 2023.
8
Stepped down from the Board on 23 March 2023.
CEO PAY RATIO
Our CEO pay ratio has been calculated using ‘Option A’, because this uses total full-time equivalent total remuneration for
all UK employees for the relevant financial year to rank the data and identify employees whose remuneration place them at
median, 25th and 75th percentile. This consistent with the method used for prior years, allowing for a more meaningful analysis
of the data. The remuneration figures for the employees at each quartile were determined with reference to the year ended
31 December 2023. The data used to calculate the median, 25th and 75th percentiles was determined as at 31 December 2023.
The Committee has reviewed the results of the calculations and is satisfied that they are representative of the respective
quartiles and that there would be little difference if calculated on any other basis.
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The increase in the CEO pay ratio for the median and 75th percentile is due to the change in Remuneration Policy for 2023
to reflect the enlarged Group, which saw an increase in the CEO’s base salary and maximum bonus potential. No meaningful
trend in CEO pay ratio can be interpreted at this time. A reduction in the CEO pay ratio for the 25th percentile reflects
the increased total pay and benefits for this group in comparison to the prior year. The Remuneration Committee reviews
the ratios and considers them to be appropriate and consistent with the relative roles and responsibilities of the CEO and
employees of the Group.
Year Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2023 Option A 86.0:1 58.0:1 40.0:1
2022 Option A 93.0:1 54.0:1 34.0:1
2021 Option A 70.2:1 44.5:1 31.6:1
2020 Option A 44.7:1 30.9:1 20.5:1
2019 Option B 78:1 56:1 43:1
The table below sets out the salary and total pay and benefits for the three identified quartile point employees:
CEO 25th percentile Median 75th percentile
Salary £800,000 £25,506 £43,709 £68,077
Total pay and benefits £3,172,000 £36,722 £54,613 £79,944
RELATIVE IMPORTANCE OF SPEND ON PAY
The table below details Group-wide expenditure on pay for all employees (including variable pay, social security, pensions and
share based payments) as reported in the audited financial statements for the last two financial years, compared with adjusted
profit before tax and dividends paid to shareholders. Adjusted profit before tax has been chosen as a metric to compare
against as it shows how spend on pay is linked to the Group’s operating performance and dividends paid represent the annual
return on investment to shareholders. See note 6 of the financial statements for full reconciliation of total spend on pay.
Total Spend on
Pay £m
Adjusted Profit
before tax £m
Dividends
Paid £m
Total Share
Buyback £m
2023 409.0 419.1 110.4 5.3
2022 283.1 418.4 138.9 35.2
Year-on-year changes:
Total spend on pay increase of £125.9m (44.5%)
Adjusted profit before tax increase of £0.7m (0.2%)
Cash dividend decrease of £28.8m (-20.7%)
IMPLEMENTATION OF REMUNERATION POLICY FOR THE YEAR ENDING 31 DECEMBER 2024
The Remuneration Policy was approved at the General Meeting which was held on 30 August 2023. The key changes in the way
that the Remuneration Policy is proposed to be implemented in 2024 are:
• Following a 2023 salary review, including taking into account the link between Executive remuneration and pay, and
employment conditions throughout the Group (including oversight of the general proposals for staff for 2024), it was
determined that base salary increases of 3% would be made to the COO and CFO from 1 January 2024, which was below the
wider workforce average. The CEO’s salary was increased following the General Meeting on 30 August 2023 with the change
taking effect from 1 January 2023. As such the CEO was not considered in the salary review for 1 January 2024. The average
salary increase of the workforce was 5.07% in 2023.
• Non-Executive Director fees were reviewed and were increased. The fees to Non-Executive Directors were increased by 3% to
£61,058, below the wider workforce average. The fee for Chairs of Committees were increased to £15,000. The fee for
the Senior Independent Director will be reviewed at the time an appointment for the role is made. This is to take into
consideration the broader scope of the role.
• The metrics in the annual bonus scheme have been adapted to incorporate a new financial measure of net debt
in addition to adjusted profit before tax, capital employed and the ESG scorecard. The deferral of one third (two thirds for the
CEO) of any bonus payment shall be satisfied through the grant of conditional awards under the Deferred Bonus Plan with a
two year vesting period.
• The 2024 LTIP award vesting financial criteria shall remain as TSR, adjusted EPS and ROCE with the introduction of an ESG
metric of carbon reduction to align with the Group’s sustainability strategy.
DIRECTORS’ REMUNERATION REPORT
continued
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
127
EXECUTIVE DIRECTORS’ BASE SALARIES AND BENEFITS
The salaries of the Executive Directors with effect from 1 January 2024 are set out below.
Executive Directors
Position
2024 Base
salary
% Increase
from 2023
Greg Fitzgerald
1
CEO £800,000 n/a
Earl Sibley COO £551,050 3%
Tim Lawlor CFO £503,464 3%
1
Greg Fitzgerald was excluded from the 2024 salary review.
When reviewing base salary, the Committee took account of increases awarded to the workforce, in addition to benchmarking
data for equivalent roles in FTSE250 and sector peers, the individual performance of Executive Directors and the impact on
their total compensation.
The salary increases for the COO and CFO were below the wider workforce average. Benefits will continue on the same basis
as for 2024.
APPROACH TO ANNUAL BONUS FOR 2024
The Committee remains of the view that it is important for the Group’s incentive arrangements to reflect the enlarged Group’s
positioning in the sector and to support the recruitment and retention of the talent required to ensure a successful and
sustainable business, delivering positive outcomes for all stakeholders. The maximum bonus opportunity level for the CEO in
2024 will be 300% of base salary, with two thirds of any bonus award being paid in shares through awards granted under the
Deferred Bonus Plan with a vesting period of two years. The maximum bonus opportunity level for the COO and CFO in 2024
will be 175% of base salary, with one third of any bonus award being paid in shares through awards granted under the Deferred
Bonus Plan with a vesting period of two years.
The Committee determined that the annual bonus scheme for 2024 should maintain the focus on financial metrics with
a profit metric being the most important element in terms of performance based on shareholder expectations and a key
component of guidance and consensus with a weighting of 60%.
An average month net debt metric has been introduced to increase focus on the cash management profile across the year
with a weighting of 15%, and the capital employed metric will be at 20%. Average month end net debt will be calculated as the
mean average of the month end net cash/debt position.
ESG metrics continue to be included to support the Group’s evolving sustainability strategy. The ESG scorecard includes a
weighting of 5% attributable to a sustainability scorecard. The ESG scorecard is across (i) the delivery of a fixed number of
affordable housing above s106 requirements (ii) achievement of set number of learners through skills academies and trainees
(increased year-on-year in line with the Group’s strategy) Customer satisfaction scores for the Group remain important KPIs
for the Group and as such HBF Customer Satisfaction 9-month survey score below 80% and the HBF Customer Satisfaction
8-week survey score less than 5-stars for are agreed areas for consideration of downwards discretion along with health and
safety, personal performance and gross profit shortfall post FY24.
Provisions that enable the withholding of payment or the recovery of sums paid (malus and clawback) apply to the annual
bonus in circumstances of (i) a material misstatement of results; (ii) an error in assessing a performance condition or in
the information on which the award was granted; (iii) serious misconduct; (iv) a material failure of risk management; (v)
circumstances of corporate failure (vi) serious reputational damage; or (vii) any other circumstances that the Committee
considers to be similar in nature or effect. Malus can apply prior to the bonus payment date and clawback can apply for a two
year period thereafter.
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Vistry Group PLC
The Committee has decided not to disclose the detail of financial performance targets in advance as being closely indicative
of the Group’s strategy they are considered commercially sensitive. Such targets will be disclosed retrospectively in the 2024
Remuneration Report.
The 2024 performance measures and weightings are described below:
MEASURE
WEIGHTING
2024 (as % of max)
WEIGHTING
2023 (as % of max)
FINANCIAL
Adjusted profit before tax 60 50
Net debt (average month end net debt) 15
Capital employed 20 25
Synergies delivered 20
NON
-
FINANCIAL
ESG – Affordable housing and people metrics 5 5
1
Carbon reduction is now a metric in the 2024 LTIP and is therefore no longer an underpin for the 2024 bonus scheme.
LTIP APPROACH FOR 2024
The key features of the long-term incentive arrangements (as outlined on pages 121 to 122) are expected to remain broadly
similar as those for 2023 with the addition of an ESG target to align with the Group’s Sustainability Strategy.
Provisions that enable the withholding of payment or the recovery of sums paid (malus and clawback) can apply to LTIP awards
in certain circumstances, consistent with those that apply to the bonus, disclosed on the previous page. Malus can apply prior
to the award vesting date and clawback can apply for a two year period thereafter. A two year holding period following vesting
extends to five years, the time between awards being granted and when they can be exercised.
PERFORMANCE MEASURES AND TARGETS FOR 2024 LTIP AWARDS
The performance measures for all 2024 awards will be TSR (30%), adjusted EPS (30%), ROCE (30%), and carbon reduction
(10%). The TSR measure will be split for 2024 between the current comparator group (20%) and FTSE 250 (10%). The threshold
vesting will be set at 25% for each measure. Vesting will be on straight line basis between threshold and maximum.
Performance Condition
Weighting
%
Threshold
Maximum
TSR against FTSE 250 (excluding investment trusts) 10 Annualised median of index Annualised upper quartile of index
TSR against comparator group of
housebuilder companies
20 Annualised median of index Annualised upper quartile of index
Adjusted EPS 30 107p 119p
ROCE 30 28% 32%
Carbon reduction - reduction of absolute
Scope 1 and 2 (operational) GHG emissions
10
13% reduction against
2022 baseline
25% reduction against
2022 baseline
TSR will be measured using a relative ranking approach over the three year period (2024-2026). The TSR comparator
group is Barratt Developments plc, Bellway plc, The Berkeley Group plc, Crest Nicholson Holdings plc, Persimmon plc, Redrow
plc and Taylor Wimpey plc. Adjusted EPS and ROCE will be measured in the third year of the performance period (2026).
The EPS targets are set based on earnings excluding amortisation and exceptional items. The targets for both EPS and ROCE
are set by reference to consensus and to align to the medium targets of the Group. The EPS targets reflect consistent strong
growth across the business in the performance period. The ROCE targets reflect continued investment in the mixed tenure
partnerships model. The maximum moves forward the ROCE over the medium term showing progression towards delivery of
40% ROCE, which is a key priority of the Group. The carbon reduction targets are set against SBTi approved 2022 baseline of
24,991 tonnes CO2e carbon usage, and are aligned to the Group’s Sustainability Strategy path to net zero carbon by 2040.
Given the changes made in our recent Policy, the performance targets were considered in significant detail with discussion
at two meetings of the Remuneration Committee. A number of reference points were taken into account to enable the
Committee to take a fully informed view on the level of stretch built into the targets including the Company’s Plan, external
forecasts, historic performance and external market practice on targets and ranges. We were also cognisant of the views of our
shareholders expressed during our consultation with them during 2023. Following significant discussion, we are of the view that
the targets support our aim to develop a high-performance culture with an incentive structure that is highly leveraged towards
variable pay driving long-term shareholder value creation.
DIRECTORS’ REMUNERATION REPORT
continued
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
129
IN
-
EMPLOYMENT AND POST
-
EMPLOYMENT SHAREHOLDING GUIDELINES
Executive Directors are expected to retain the lower of: (i) one times’ the in-employment shareholding guidelines (which is the
greater of: (i) 200% of base salary; or (ii) the Executive Director’s LTIP opportunity); or (ii) the actual shareholding at cessation
for two years post-cessation. The shares to be held exclude shares purchased by the Executive Directors. For the purpose of
assessing the guidelines, shares no longer subject to performance conditions, but subject to deferral or a holding period count
towards the guidelines (on a net of tax basis).
NON
-
EXECUTIVE DIRECTORS’ REMUNERATION FOR 2024
Following a review which considered the economic environment, alignment with the experience of stakeholders, competitive
positioning based on benchmarking data, responsibilities, time commitment for each role and the Group’s size and complexity,
the fees for the Non-Executive Directors and Committee Chairs have been increased with effect from 1 January 2024. The base
fee of the Non-Executive Directors increased by 3% which is below that of the wider workforce average. Committee Chair fees
increased by 37.4% which was considered appropriate taking account of competitive positioning, the individual’s responsibilities,
the time commitment required.
ROLE
FEES 2024
£
FEES 2023
£
Chair 234,000
1
234,000
Senior Independent Director 10,400
2
10,400
Non-Executive Director 61,058
3
59,280
Audit Committee Chair 15,000 10,920
Remuneration Committee Chair 15,000 10,920
1
On conclusion of the 2024 AGM, the Chair role will be combined with the CEO role. The Executive Chair and CEO role will continue to receive
an unchanged salary of £800,000 in 2024.
2
The SID fee will be reviewed at the time an appointment is made for the role. This is to take into consideration the broader scope of the role.
3
Usman Nabi has waived his right to receive a fee for his role as a Non-Executive Director.
REMUNERATION OF SENIOR MANAGEMENT AND OTHER BELOW BOARD EMPLOYEES
In addition to responsibility for Executive Directors, the Committee is also involved in considering the remuneration
arrangements for the ELT, in conjunction with the CEO. Alignment is delivered by ensuring that senior management and
Executive Directors participate in the same bonus and incentive schemes as far as possible, with similar performance measures
and targets. The Committee has visibility of the remuneration of management teams below the ELT and has oversight of
payment and employment conditions throughout the Group and takes these into account when setting executive pay.
Engagement with the workforce took place during the year in connection with the communication of bonus arrangements
across the Group and their alignment, through a Peakon staff engagement survey containing questions on remuneration and
People Forum. The increase in the CEO’s remuneration package was also widely discussed at the employee Roadshows held by
the ELT and attended by around 4,000 employees, where employee questions were answered.
ADVISERS TO THE COMMITTEE
The Committee appointed Willis Towers Watson (WTW) as its adviser in December 2018, following a selection and interview
process. WTW provide independent advice on all aspects of executive remuneration and attend Remuneration Committee
meetings when invited by the Chair of the Committee. The Committee reviews the advice, challenges conclusions and assesses
responses from its advisors to ensure objectivity and independence. WTW have no connection with the Group other than
providing advice and service to the Group pension schemes. WTW is a founder member of the Remuneration Consultants Group
and has signed the voluntary Code of Conduct for remuneration consultants. The fees paid to WTW for services provided in
2023 were £223,036 on a time-spent basis (2022: £118,708).
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Vistry Group PLC
SHAREHOLDER VOTING
At the 2023 AGM, shareholder proxy voting on the Directors’ Remuneration Report for the year ended 31 December 2022 was
as follows:
RESOLUTION FOR % AGAINST % TOTAL VOTES WITHHELD
1
Directors’ Remuneration Report 2023 139,086,457 52.92 123,759,117 47.08 262,845,574 7,962,953
1
A vote withheld is not a vote in law and is not counted in the calculation of votes for and against.
At the General Meeting held on 30 August 2023, shareholder proxy voting on the Directors’ Remuneration Policy was as follows:
RESOLUTION FOR % AGAINST % TOTAL VOTES WITHHELD
1
Directors' Remuneration Policy 2023 158,750,720 54.80 130,937,427 45.20% 289,688,147 2,365,709
1
A vote withheld is not a vote in law and is not counted in the calculation of votes for and against.
The Board and the Remuneration Committee consulted extensively with the Company’s shareholders, both before and after the
AGM, and the Board understands that the reasons for the number of votes cast against was primarily concerned with the base pay
of the newly appointed CFO and the upwards discretion applied to the EPS metric for the vesting of the 2020 LTIP awards.
In response to shareholder concerns, the Board proposed a revised Directors’ Remuneration Policy which was designed following
the significant enlargement of the business to incentivise the creation of shareholder value over the long term. This was approved
at a General Meeting of the Company on 30 August 2023.
The Board is grateful to shareholders for their engagement and acknowledges that through the engagement process, shareholders
have expressed different perspectives. The Company remains committed to ongoing shareholder engagement and will continue to
do so to ensure that the Company understands shareholders’ views and is able to consider feedback, as well as to provide clarity
on the Company’s approach to remuneration going forward.
By Order of the Board
PAUL WHETSELL
Chair of the Remuneration Committee
14 March 2024
DIRECTORS’ REMUNERATION REPORT
continued
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|
131
The key elements of the Remuneration Policy, approved by shareholders at the General Meeting held on 30 August 2023,
are summarised below. A large proportion of this remuneration framework is performance related. The full Remuneration
Policy is available at www.vistrygroup.co.uk/investor-centre/corporate-governance.
BASE SALARY
To attract and retain high performing talent required to deliver the business strategy, providing core reward for the role.
OPERATION OPPORTUNITY CHANGES
Ordinarily reviewed annually.
The review typically considers competitive
positioning, the individual’s role, experience and
performance, business performance and salary
increases throughout the Group.
Market benchmarking exercises are undertaken
periodically and judgement is used in their
application.
Whilst we do not consider it appropriate
to set a maximum base salary level,
any increases will take into account the
individual’s skills, experience, performance,
the external environment and the pay of
employees throughout the Group.
Whilst generally the intention is to maintain
a link with general employee pay and
conditions, in circumstances such as
significant changes in responsibility or size
and scope of role or progression in a role,
higher increases may be awarded.
Thus, where a new Director is appointed at
a salary below market competitive levels to
reflect initial experience, it may be increased
over time subject to satisfactory performance
and market conditions. This will be fully
disclosed in advance on appointment.
No change to Policy.
PERFORMANCE METRICS NOT APPLICABLE.
BENEFITS
To provide market competitive benefits consistent with role.
OPERATION OPPORTUNITY CHANGES
Benefits typically include medical insurance,
life assurance, membership of the Vistry Group
Regulated Car Scheme for Employees or cash car
allowance, annual leave, occupational sick pay,
health screening, personal accident insurance, and
participation in all employee share schemes (SAYE
and SIP).
In line with business requirements, other expenses
may be paid, such as relocation expenses,
together with related tax liabilities.
We do not consider it appropriate to set
a maximum benefits value as this may
change periodically.
No change to Policy.
PERFORMANCE METRICS NOT APPLICABLE.
PENSION
To attract and retain talent by enabling long-term pension saving.
OPERATION OPPORTUNITY CHANGES
Executives joining the Group since January
2002, can choose to participate in a defined
contribution arrangement or may receive a cash
equivalent.
A salary supplement may also be paid as part of a
pension allowance arrangement.
Pension rates align with the rate applicable
to the wider workforce; currently 7% of
base salary. They are to be maintained in
line with changes in the rate applicable to
the workforce.
This may be taken as a contribution to the
Group Personal Pension Plan, as a cash
supplement, or a combination of the two.
Salary increases awarded since 2020 are
not pensionable for Directors who receive
pension contributions at a rate above that
applicable to the workforce.
No changes have been
made to how pension
contributions operate in
practice, but the Policy has
been updated to reflect
the current practice of
aligning Executive Director
pension contribution rates
with those of the wider
workforce.
PERFORMANCE METRICS NOT APPLICABLE.
REMUNERATION POLICY
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|
Vistry Group PLC
ANNUAL BONUS
To incentivise and reward the delivery of near-term business targets and objectives.
OPERATION OPPORTUNITY CHANGES
The annual bonus scheme is a discretionary scheme and
is reviewed prior to the start of each financial year to
ensure that it appropriately supports the business strategy.
Performance measures and stretching targets are set by
the Committee.
Bonuses are normally paid in cash and at least one third of
any bonus will be deferred in cash or shares for two years.
It is the intention for the default treatment for deferred
awards to be in shares.
For the current CEO, two-thirds of any bonus will usually be
deferred in shares for two years.
In any year in which no dividend is proposed, discretion
may be exercised to pay part, or all, of the bonus in
ordinary shares, consistent with the deferral profile above.
Deferral in shares will be made under the Deferred Bonus
Plan. Awards may be granted with the benefit of dividend
equivalents.
Actual bonus amounts are determined by assessing
performance against the agreed targets after the year end.
The results are then reviewed to ensure that any bonus
paid, accurately reflects the underlying performance of
the business.
Clawback provisions apply (for a period of two years from
the bonus payment date). Circumstances include:
• a material misstatement
• serious misconduct
• a material failure of risk management
• restatement of prior year results
• corporate failure
• serious reputational damage to any Group company
The annual bonus scheme offers
a maximum opportunity of up to
300% of base salary.
Achievement of stretching
performance targets is required to
earn the maximum.
Maximum bonus
opportunity increased
from 150% to 300% of
base salary.
Mandatory deferral
requirement changed
from one-third to at
least one-third (and two-
thirds for the current
CEO). The precise
deferral requirement
will be determined by
the Committee and fully
disclosed in the relevant
Remuneration Report.
Note: greater flexibility on
leaver treatment including
the ability to apply more
onerous provisions is
proposed. In 2024, more
onerous leaver outcomes
will apply to the additional
bonus deferral of one-third
of bonus for the current
CEO (see below).
PERFORMANCE METRICS
Performance measures are selected to focus Executives on
strategic priorities, providing alignment with shareholder
interests and are reviewed annually. Weightings and targets
are reviewed and set at the start of Each financial year.
Financial metrics will comprise at least 50% of the bonus
and are likely to include one or more of:
• a profit-based measure
• a cash-based measure
• a capital return measure
Non-financial metrics, key to business performance, will be
used for any balance. These may include measures relating
to build quality, customer service and ESG performance.
Overall, quantifiable metrics will comprise at least 70% of
the bonus. Below threshold performance delivers no bonus
and target performance achieves a bonus of 50% of the
maximum opportunity.
The Committee has discretion to override formulaic
outcomes when determining the level of bonus payout.
No changes have been
made to the operation,
but the Policy has been
updated to reflect the
current practice of 50%
of maximum opportunity
being delivered where
target performance is
achieved.
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|
133
LONG TERM INCENTIVE PLAN (LTIP)
To incentivise, reward and retain Executives over the longer term and align the interests of management and shareholders.
OPERATION OPPORTUNITY CHANGES
Typically, annual awards are made under the LTIP. Awards can
be granted in the form of nil-cost options, forfeitable shares or
conditional share awards.
Performance is measured over a performance period of not
less than three years. LTIP awards do not normally vest until
the third anniversary of the date of the grant. Vested awards
are then subject to a two-year holding period.
For nil-cost options, this will be a prohibition on exercise until
the end of the holding period.
Awards may be granted with the benefit of dividend
equivalents, so that vested shares are increased by the number
of shares equal to the value of dividends, the record dates of
which, fall between the date of grant and the date of vesting
(or in the case of an option subject to a holding period,
between the date of grant and the first date on which the
option becomes exercisable). Dividend equivalents may be
calculated on a reinvestment basis.
Malus provisions can be applied to awards prior to the vesting
date and clawback provisions can be applied for two years
thereafter. Circumstances include:
• a material misstatement
• serious misconduct
• a material failure of risk management
• restatement of prior year results
• corporate failure
• serious reputational damage to any Group company
Malus can also be applied for any other reason which the
Committee considers appropriate.
The maximum annual award,
under normal circumstances is
300% of base salary (excluding
any dividend equivalents) for
Executive Directors.
Maximum award level
increased from 200%
to 300% of base salary
(excluding any dividend
equivalents). Award levels
will be fully disclosed in
each year’s Remuneration
Report.
PERFORMANCE METRICS
The performance measures applied to LTIP awards are
reviewed annually to ensure they remain relevant to strategic
priorities and aligned to shareholder interests. Weightings and
targets are reviewed and set prior to each award.
Performance measures will include long-term performance
targets, of which financial and/ or share price-based metrics
will comprise at least two-thirds of the award. Quantifiable
non-financial metrics, key to business performance, will
be used for any balance. Any material changes to the
performance measures from year to year would be subject to
prior consultation with the Company’s major shareholders.
Below threshold performance realises 0% of the total
award, threshold performance realises 25% and maximum
performance realises 100% of the total award. The Committee
may adjust downwards, the number of shares realised if it
considers such adjustment is justified based on:
(a) the performance of the Company, any business area or
team;
(b) the conduct, capability or performance of the participant;
or
(c) the occurrence of unforeseen events or of events outside of
the participant’s control.
The Committee has discretion to override formulaic outcomes
when determining the level of vesting of LTIP awards.
The maximum annual award,
under normal circumstances is
300% of base salary (excluding
any dividend equivalents) for
Executive Directors.
Maximum award level
increased from 200%
to 300% of base salary
(excluding any dividend
equivalents). Award levels
will be fully disclosed in
each year’s Remuneration
Report.
134
|
Vistry Group PLC
REMUNERATION POLICY
continued
SHAREHOLDING GUIDELINES CHANGES
In-employment:
All Executive Directors are required to retain 100% of the
net value derived from the vesting/exercise of LTIP awards
as shares, until such time as they each hold shares equal to
the higher of:
(i) 200% of base salary; or
(ii) their LTIP opportunity.
Post-employment:
Executive Directors are expected to retain the lower of:
(i) one times’ the in-employment shareholding guidelines;
or
(ii) the actual shareholding at cessation for two years
post-cessation. The shares to be held exclude shares
purchased by the Executive Directors.
For the purpose of assessing the guidelines, shares no
longer subject to performance conditions but subject to
deferral or a holding period, count towards the guidelines
(on a net of tax basis).
In-employment
shareholding requirements
has increased from 200%
to the greater of:
(i) 200% of base salary; or
(ii) (ii) the Executive
Director’s LTIP
opportunity. For Greg
Fitzgerald this means
a guideline of 300%
of base salary will
apply. Where there
is an increase in
the in-employment
shareholding
requirements
applicable to an
Executive Director, there
will be a corresponding
increase to the
post-employment
shareholding
requirements
applicable to that
Executive Director.
Otherwise, no changes
have been made to how
shareholding guidelines
operate in practice, but the
Policy has been updated
to formalise the Company’s
shareholding guidelines
within Policy.
NON
-
EXECUTIVE DIRECTOR FEES
To attract and retain Non-Executive Directors and a Chair of the appropriate calibre.
OPERATION OPPORTUNITY CHANGES
Typically reviewed on an annual basis.
Market benchmarking exercises are undertaken periodically
and judgement is used in their application.
Fee increases may be applied
in line with the outcome of
any review.
A basic fee is paid. Additional
fees may be paid for additional
responsibilities such as
chairpersonship/ membership
of a Committee. Fees are set at
a level considered appropriate
taking account of competitive
positioning, the individual’s
responsibilities, the time
commitment required and the size
and complexity of the Company.
No change to Policy.
PERFORMANCE METRICS NOT APPLICABLE.
The Policy includes the power to deploy the one-person new LTIP exemption from the need for prior shareholder consent in
unusual circumstances permitted under the Listing Rules.
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COMMITTEE DISCRETION IN RELATION TO FUTURE OPERATION OF THE NEW POLICY
The Committee may make minor amendments to the Policy set out above (for regulatory, exchange control, tax or
administrative purposes, or to take account of a change in legislation) without obtaining shareholder approval, for that
amendment. The Executive Directors may request, and the Company may grant, salary and bonus sacrifice arrangements.
The LTIP rules permit the substitution or variance of performance conditions to produce a fairer measure of performance as
a result of an unforeseen event or transaction. They include discretions for upwards adjustment to the number of shares to
be realised in the event of a takeover, and scheme of arrangement or voluntary winding up. Non-significant changes to the
performance metrics may be made by use of discretion under the performance conditions. Awards are normally satisfied in
shares, although there is flexibility to settle in cash.
The Committee reserves the right to make remuneration payments and payments for loss of office (including exercising any
discretions available to it in connection with such payments) that are not in line with the New Policy table set out above
where the terms of the payment were set out:
(i) under the Company’s previous shareholder-approved remuneration policies, provided that the terms of payment were
consistent with the relevant remuneration policy in force at the time they were set out; or
(ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee, the
payment was not in consideration for the individual becoming a director of the Company.
For these purposes, ‘payments’ includes the Committee determining and paying short-term and long-term incentive awards
of variable remuneration.
In the event of a variation of share capital, demerger, special dividend or similar event, the Committee may adjust or amend
awards in accordance with the rules of the relevant plan.
The Committee retains the discretion to amend performance targets in exceptional business or regulatory circumstances.
If discretion is exercised in this way, the Committee will seek to consult with major shareholders as appropriate.
All awards are subject to Committee discretion and may be adjusted (or reduced to zero) where it determines that the
overall level of the Company or Group performance does not warrant payment of variable remuneration, or it considers that
risks (such as financial, regulatory, compliance or brand risk) have not adequately been reflected in awards.
REMUNERATION POLICY FOR NON
-
EXECUTIVE DIRECTORS
The Board, comprising the Chair and the Executive Directors, sets the remuneration of the Non-Executive Directors, without
their participation. The Committee, with the Chair absenting themselves from discussions, sets the remuneration of the Chair
who receives an all-inclusive fee. The level of fees must be within the limit approved by shareholders, contained in the Articles
of Association. Non-Executive Directors and the Chair do not participate in the annual bonus scheme or the LTIP and are
not eligible to join the Group’s pension schemes. All Non-Executive Director and Chair fees are payable in cash and there
are no additional fees or other items in the nature of remuneration. All Non-Executive Directors and the Chair may receive
reimbursement for reasonable expenses incurred and the Company may satisfy any related tax liabilities.
REMUNERATION POLICY FOR NEW APPOINTMENTS
In agreeing a remuneration package for a new Executive Director, it would be expected that the structure and quantum
of variable pay elements would reflect those set out in the Policy table above. However, the Committee would retain the
discretion to flex the balance between annual and long-term incentives and the measures used to assess performance for
these elements, with the intention that a significant proportion would be delivered in shares. Salary would reflect the skills
and experience of the individual, and may be set at a level to allow future progression to reflect performance in the role.
On recruitment, relocation benefits may be paid as appropriate.
This overall approach would also apply to internal appointments, with the provision that any commitments entered into
before promotion, which are inconsistent with this Policy, can continue to be honoured under the Policy. Similarly, if an
Executive Director is appointed following the Company’s acquisition of or merger with another company, legacy terms and
conditions would be honoured.
An Executive Director may initially be hired on a contract requiring 24 months’ notice which then reduces pro rata over
the first year of the contract to requiring 12 months’ notice. The Committee may award compensation for the forfeiture of
awards from a previous employer in such form, as the Committee considers appropriate taking account of all relevant factors
including the expected value of the award, performance achieved or likely to be achieved, the proportion of the performance
period remaining and the form of the award. There is no specific limit on the value of such awards, but the Committee’s
intention is that the value awarded would be similar to the value forfeited.
136
|
Vistry Group PLC
REMUNERATION POLICY
continued
Maximum variable pay will be in line with the maximum set out in the Policy table above (excluding buy-outs). The Committee
retains discretion to make appropriate remuneration decisions outside the standard remuneration policy to meet the
individual circumstances when:
(i) An interim appointment is made to a fill an Executive Director role on a short-term basis.
(ii) Exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function on a short-
term basis.
For Non-Executive Directors, the Board would consider the appropriate fees for a new appointment taking into account the
existing level of fees paid to the Non-Executive Directors, the experience and ability of the new Non-Executive Director and
the time commitment and responsibility of the role.
SERVICE CONTRACTS AND EXIT PAYMENTS POLICY
The Executive Directors’ service contracts contain the key elements shown below.
Provision Detailed terms
Length of term 12 months
Notice period 12 months by either employer or Director
Termination payment Up to 12 months’ salary (excluding bonus or other enhancement)
The Executive Directors’ service contracts do not contain specific provision for compensation in the event of removal at an
annual general meeting. In the event of early termination, some Directors may be eligible for payments in lieu of notice or to
place the Director on garden leave for the notice period. Any payment in lieu of notice will be reduced for any time worked
post notice being given or received.
When determining exit payments, the Committee would take account of a variety of factors, including individual and business
performance, the obligation for the Director to mitigate loss (for example, by gaining new employment), the Director’s length
of service and any other relevant circumstances, such as ill health. A departing Director may also be entitled to a payment in
respect of statutory rights.
The Committee would distinguish between types of leaver in respect of incentive plans. ‘Good leavers’ (death, ill health, agreed
retirement, redundancy or any other reason at the discretion of the Committee) may be considered for a bonus payment, and
part-year bonus payments may be paid where cessation occurs mid-year, with the Committee determining whether or to what
extent to apply the deferral requirements.
In respect of outstanding awards under the Deferred Bonus Plan, if a participant leaves employment:
• generally, their award will normally remain outstanding and vest at the normal vesting date, unless the Board decides that an
award will vest in full on cessation of employment (or some other date specified by the Board). However, if the participant
leaves (or gives or receives notice pursuant to which they will leave) on grounds or as a result of conduct that the Board
determines amounts to misconduct (or at a time when the Board could have terminated employment on such grounds), any
award (including any outstanding vested Option) will immediately lapse in full, unless the Board determines otherwise. If the
participant dies, awards will vest on death in full.
• alternatively, the Committee may instead decide in respect of any awards granted after 2023 that some or all of the award
will normally immediately lapse in full unless ‘Good leaver’ treatment applies (see above). The Committee intends for
this treatment to typically be applied to a portion of the bonus as determined by the Committee in cases where a bonus
opportunity is awarded at greater than 150% of salary. In addition, the Committee has determined this treatment will apply
to 50% of any deferred bonus awards granted to the current CEO Greg Fitzgerald in 2024.
• options which do not lapse on leaving can be exercised during a period of 6 months from the date of leaving or the date of
vesting, if later, or 12 months from the date of death.
• LTIP awards may vest at the usual time taking into account performance conditions and pro rating for time in employment
during the performance period, unless the Committee determines otherwise. The LTIP rules include discretion, in
exceptional circumstances, for acceleration of the realisation date and upwards adjustment to the number of shares to be
realised for ‘good leavers’ in such a situation.
In all other leaver circumstances, the Committee would decide the approach taken, which would ordinarily mean that leavers
would not be entitled to consideration for a bonus and certain deferred bonus awards granted after 2023 (as determined by
the Committee) and LTIP awards would lapse.
Any vested LTIP award that is subject to a holding period at the time of the Executive’s cessation of employment will not lapse
except in the case of the executive’s gross misconduct.
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137
The Committee reserves the right to make any other payments in connection with a Director’s cessation of office or
employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for
breach of such an obligation) or by way of settlement of any claim arising in connection with the cessation of a Directors’ office
or employment. In addition, the Committee reserves the right, acting in good faith, to pay fees for outplacement assistance
and/or the Director’s legal and/or professional advice fees in connection with their cessation of office or employment.
The appointment of the Chair and each of the Non-Executive Directors is for an initial period of three years, which is
renewable for further terms, and is terminable by the Chair or Non-Executive Director (as applicable) or the Company on 12
or, for more recent appointments, three months’ notice. New Chair or Non-Executive Director appointments are subject to a
three-month notice period.
No contractual payments would be due on termination. There are no specific provisions for compensation on early
termination for the Non-Executive Directors, with the exception of entitlement to compensation equivalent to 12 or three
months’ fees (as applicable) or, if less, the balance of appointment, in the event of removal at an annual general meeting.
CHANGE OF CONTROL
All the Company’s share plans contain provisions relating to change of control. In general, outstanding awards would normally
vest and become exercisable on a change of control, to the extent that any applicable performance conditions have been
satisfied at that time, reflecting the time period to the date of the event. Any deferred bonus shares will be released on change
of control. The LTIP rules include discretion for upwards adjustment to the number of shares to be realised in the event of a
takeover, scheme of arrangement or voluntary winding up.
EXTERNAL DIRECTORSHIPS
Executive Directors may, if so authorised by the Board, accept appointments as Non-Executive Directors of suitable companies
and organisations outside the Group and retain any associated fees.
PAY AND CONDITIONS THROUGHOUT THE GROUP
The pay and conditions of employees throughout the Group are considered by the Committee in setting policy for the
Executive Directors and senior management. The Committee is kept regularly informed on the pay and benefits provided
to employees and base salary increase data from the annual salary review for general staff is considered when reviewing
Executive Directors’ salaries and those of senior management. The Committee did not consult with employees when setting
the remuneration policy for the Executive Directors.
DIFFERENCE IN THE COMPANY’S POLICY ON REMUNERATION OF DIRECTORS COMPARED
TO EMPLOYEES
The policy for the Executive Directors is designed with pay and conditions throughout the Group in mind. The Committee
believes that some differences are necessary to reflect responsibility and provide appropriate focus and motivation for
delivery of the Group’s strategy. Executive Directors, therefore, have a higher bonus opportunity than employees generally
to motivate them to achieve stretching annual targets and they participate in the LTIP to provide focus on long-term
sustainable performance. This approach is designed to provide an appropriate emphasis on performance related pay.
CONSIDERATION OF SHAREHOLDER VIEWS
The Company is committed to ongoing dialogue with shareholders and welcomes feedback on Directors’ remuneration.
Feedback received from meetings during the year and in relation to the annual general meeting is considered, together
with guidance from shareholder representative bodies more generally, and taken into account in the annual review of
the policy. The Committee believes that it has a responsible approach to Directors’ pay and that its policy is appropriate and
fit for purpose.
REMUNERATION POLICY
continued
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Annual Report and Accounts 2023
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139
The Board of Directors present their Annual Report and Accounts, together with the audited financial statements
of the Group for the year ended 31 December 2023. This Directors’ report, together with the Strategic report on
pages 2 to 69, form the Management report for the purpose of the FCA’s DTR 4.1.5R(2) and DTR 4.1.8R.
Statutory or regulatory information
contained elsewhere in the
Annual Report
The Company is required to disclose
certain information in its Directors’ report
which the Directors have chosen to
disclose elsewhere in the Annual Report
and Accounts and is incorporated by
reference. Details of where this information
can be found are set out in the table to
the right.
SUBJECT
Likely future developments in the business 5 and 10
Important events since the year end 5 and 196
Going concern statement 68
Financial risk management 190 and 191
Risk management and internal controls 60 to 67
Stakeholder engagement 88 to 91
Employee involvement/employment of disabled persons 44
Approach to investing in and rewarding our workforce 43
Greenhouse gas emissions, energy consumption and energy efficiency 38
Corporate Governance report 70 to 144
How the Board monitors culture 84
Diversity 45
Subsidiaries and associated undertakings 197 to 210
Key performance indicators (financial and non-financial) 22 and 23
Research and development 39
Section 172(1) statement 34
Post balance sheet events of the Company or its subsidiaries 196
Disclosure of information under
Listing Rule 9.8.4R
In accordance with Listing Rule 9.8.4C,
the table to the right sets out the
location of the information required to be
disclosed under Listing Rule 9.8.4R,
where applicable.
There are no other disclosures required
under this Listing Rule.
SUBJECT
Details of long-term incentive schemes 121 and 122
Contracts of significance 143
Shareholder waivers of dividends and future dividends 141
Information required by Sch 7.11(1)(B)
Companies (Miscellaneous Reporting)
Regulations 2018
The Group has chosen to provide
information in relation to the Statement
of engagement with employees elsewhere
in this report.
This is cross referenced in the table to
the right.
SUBJECT
How the Directors engage with employees 43 and 88
How the Group provides employees with information on matters of
concern to them as employees
88
How the Group consults with and considers employee feedback 43
How the Directors have had regard to employee interests 84 and 88
How the Group informs employees of the financial and economic
factors affecting its performance
88
Information required by Sch 7.11(B)(1)
Companies (Miscellaneous Reporting)
Regulations 2018
The Group has chosen to provide
information in relation to the engagement
with suppliers, customers, and other
business relationships elsewhere in
this report. This is cross referenced in
the table to the right.
SUBJECT
How the Directors have regard to the need to foster the Company’s
business relationships with suppliers, customers and others
88 and 89
The effect of that regard, including on the principal decisions taken by
the Company during the financial year
85 to 87
DIRECTORS’ REPORT
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Vistry Group PLC
DISCLOSURE OF INFORMATION REQUIRED BY DTR 7.2.1R
See page 75 for the Corporate Governance statement as required by DTR 7.2.1R.
The corporate governance report sets out the Company’s compliance with the Code issued by the Financial Reporting Council
available at www.frc.org.uk and also describes how the governance framework is applied across the Company.
DIRECTORS
Details of the current Directors and their biographies are shown on pages 76 and 77.
All Directors, with the exception of those detailed below, intend to seek election or re-election at the Company’s 2024 AGM in
accordance with the recommendations of the Code.
There were a number of Board changes during the year which included the appointment of three Non-Executive Directors.
Jeff Ubban joined the Board on 23 March 2023 as Non-Executive Director and Paul Whetsell and Helen Owers were appointed
as Independent Non-Executive Directors on 18 May 2023. Nigel Keen stepped down from the Board on 23 March 2023 and
Ashley Steel and Katherine Innes Ker both opted not to stand for re-election at the 2023 Annual General Meeting. Usman Nabi
was appointed to the Board as a Non-Executive Director on 12 January 2024.
On 12 January 2024, the Company announced that Ralph Findlay will step down as Chair with effect from the conclusion of
the 2024 AGM and will have served for a tenure of nine years shortly before stepping down. Greg Fitzgerald shall succeed
as Executive Chair and Chief Executive Officer. On the same date it was announced that Jeff Ubben would step down with
immediate effect and Chris Browne will not be seeking re-election at the forthcoming AGM after serving over nine years as a
Director.
The appointment and removal of the Company’s Directors is governed by its Articles of Association (the Articles), the Code and
the Companies Act 2006 (the Act).
See page 93 for details of Directors induction and development.
DIRECTORS’ POWERS
Subject to the Articles, UK legislation and any directions given by special resolution, the business of the Company is managed
by the Board, which may exercise all the powers of the Company.
DIRECTORS’ INDEMNITIES
During the year, and as at the date of this report, qualifying third party indemnities, as defined by s.234 of the Act, were in force
under which the Company has agreed to indemnify the Directors, to the extent permitted by law and the Articles, in respect
of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as Directors of the
Company or any of its subsidiaries.
The Company’s subsidiary, Vistry Homes Limited, has granted a qualifying pension scheme indemnity to the directors of the
Pension Trustee to the extent permitted by law in respect of all losses arising out of, or in connection with, the execution of
their powers, duties, and responsibilities as directors of the Pension Trustee.
DIRECTORS’ INTERESTS
Details of Directors’ pay, pension rights, service contracts and Directors’ interests in the ordinary shares of the Company are
included in the Directors’ Remuneration report on pages 115 to 131.
CONFLICTS OF INTEREST
Under the Act, Directors are under an obligation to avoid situations in which their interests can or do conflict, or may possibly
conflict, with those of the Company. A policy and procedures are in place for identifying, disclosing, evaluating and managing
conflicts to ensure that Board decisions are not compromised by a conflicted Director. The Articles give the Board power to
authorise matters that give rise to actual or potential conflicts. All conflicts of interest are reviewed bi-annually by the Board.
ARTICLES
Unless expressly specified to the contrary in the Articles, they may only be amended by a special resolution of the Company’s
shareholders at a general meeting.
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141
SHARE CAPITAL
The Company has a premium listing on the London Stock Exchange. As at 31 December 2023, the Company’s share capital
comprised 346,867,534 fully paid ordinary shares of 50 pence each (including 1,369,171 shares in treasury). As at 14 March 2024,
(being the latest practicable date prior to the publication of this Annual Report), the Company’s share capital comprised
341,778,166 fully paid ordinary shares of 50 pence each (including 1,068,866 shares in treasury).
At the Company’s 2023 AGM, the Directors were authorised to:
•
Allot shares in the Company or grant rights to subscribe for, or convert, any security into shares up to an aggregate nominal
amount of £57,561,837.
•
Allot shares up to a further nominal amount of £57,561,837 for the purpose of a rights issue.
•
Make market purchases up to 34,571,674 shares in the Company (representing approximately 10% of the Company’s issued
share capital at the time).
Shareholders will be asked to renew similar authorities at the 2024 AGM.
Under the authority granted at the 2023 AGM, the Company commenced a share buyback programme on 11 December 2023
to repurchase £55 million of its own ordinary shares of 50 pence and as at 31 December 2023, the Company had purchased
636,254 shares and of the shares purchased, 250,000 were repurchased into treasury.
During the year, the Company allotted 42,614 shares in connection with the exercise of options under the Company’s employee
share plans. 199,229 shares were transferred from the employee benefit trust up to 31 December 2023 and 380,829 shares were
transferred from treasury to satisfy the exercise of options under the Company’s employee share plan.
The share price at 29 December 2023, was 917.5 pence. The highest share price in the year was 946.0 pence and the lowest
price was 636.0 pence.
SHAREHOLDERS’ RIGHTS
All issued shares are fully paid and free from any restrictions on their transfer, except where required by law, such as insider
trading rules. The rights and obligations attaching to the Company’s ordinary shares are set out in the Articles.
Shareholders are entitled to attend, speak and vote at general meetings of the Company, to appoint one or more proxies
and, if they are corporations, to appoint corporate representatives. On a show of hands at a general meeting of the Company,
every shareholder present in person or by proxy and entitled to vote, has one vote, and on a poll, every shareholder present in
person or by proxy and entitled to vote, has one vote for every ordinary share held. Further details regarding voting, including
the deadlines for voting, at the AGM can be found in the notes to the Notice of AGM that accompanies this Annual Report.
No shareholder is, unless the Board decides otherwise, entitled to attend or vote either personally or by proxy at a general
meeting or, to exercise any other shareholder rights if they, or any person with an interest in shares, has been sent a notice
under section 793 of the Act and has failed to supply the Company with the requisite information within the prescribed period.
Shareholders may receive a dividend and, on a liquidation, may share in the assets of the Company. None of the ordinary
shares of the Company, including those held by the Company’s share schemes, carry any special rights with regard to control of
the Company.
Employees participating in the Vistry Group Share Incentive Plan may direct the trustee to exercise voting rights on their behalf
at any general meeting but are not required to do so.
DIRECTORS’ REPORT
continued
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Vistry Group PLC
RESTRICTIONS ON THE TRANSFER OF ORDINARY SHARES
The instrument of transfer of a certificated share may be in any usual form or in any other form which the Board may
approve. The Board may refuse to register any instrument of transfer of a certificated share which is not fully paid, provided
that the refusal does not prevent dealings in shares in the Company from taking place on an open and proper basis. Certain
employees and officers of the Company must conform to the Company’s share dealing rules; these restrict the ability to deal
in the Company’s shares at certain times and require permission to deal. The Board may also refuse to register a transfer of a
certificated share unless the instrument of transfer:
(i) Is lodged, duly stamped (if stampable), at the registered office of the Company or any other place decided by the Board
accompanied by the certificate for the share to which it relates and such other evidence as the Board may reasonably
require to show the right of the transferor to make the transfer.
(ii) Is in respect of only one class of shares.
(iii) Is in favour of not more than four transferees.
Transfers of uncertificated shares must be carried out using the relevant system and the Board can refuse to register a transfer
of an uncertificated share in accordance with the regulations governing the operation of the relevant system and with UK
legislation. There are no other limitations on the holding of ordinary shares in the Company and the Company is not aware of
any agreements between holders of securities that may result in restrictions on the transfer of securities or on voting rights.
SHAREHOLDER AGREEMENT
The Company has entered into an agreement with Browning West which clarifies the obligations of, and relationship between,
both parties in respect of Usman Nabi’s appointment. The agreement includes, among other things, an obligation for Browning
West to exercise the voting rights in respect of the shares in which it is interested in accordance with any recommendations
given by a majority of the Board in respect of resolutions to be voted at a General Meeting, as well as undertakings that
Browning West will not requisition (or propose resolutions at) General Meetings of the Company, circulate statements to
shareholders, or seek to remove Directors from the Board.
DISTRIBUTIONS
The Company commenced a £55 million share buyback on 11 December 2023 which completed on 23 February 2024, with a
total of 5,759,041 shares acquired at an average price per share of 955.0 pence. This buyback was an ordinary distribution to
shareholders in lieu of an interim dividend payment. In line with the Group’s capital allocation policy the Board is announcing
a further ordinary share buyback programme of up to £100m which is expected to commence following the publication of
the Group’s 2023 Annual Report and Accounts and is to be completed ahead of the half-year results announcement on 5
September 2024. This buyback is an ordinary distribution to shareholders and will be in lieu of a final dividend payment.
The Company operates a dividend reinvestment plan which gives shareholders the opportunity to reinvest dividends.
The employee benefit trusts, which hold shares for the purpose of satisfying employee share scheme awards, have waived
their right to receive dividends on shares held within the trust now, and in the future.
POLITICAL DONATIONS
No political donations were made during the year ended 31 December 2023 (2022: nil). The Group has a policy of not making
donations to political parties or incurring political expenditure. To avoid an inadvertent breach of the Act, the Company will
seek authority at the AGM for itself and its subsidiaries to make political donations not exceeding £100,000 in total.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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143
TAKEOVER DIRECTIVE
On a change of control, provisions in the Group’s syndicated banking facility agreements (described in note 20 of the financial
statements) would allow lenders to withdraw the facility. There are a number of commercial contracts that could alter in the
event of a change of control. None are considered to be material in terms of their potential impact on the Group in this event.
All of the Group’s share schemes contain provisions relating to a change of control. Under these provisions, a change of
control would be a vesting event, allowing exercise of outstanding options and awards, subject to satisfaction of performance
conditions, as required. The Directors are not aware of any agreements between the Company and its Directors or employees
which would pay compensation in the event of a change of control.
SUBSTANTIAL SHAREHOLDINGS
At 31 December 2023, the Company had received notifications in accordance with the DTRs that the following were interested
in the Company’s shares:
ORDINARY SHARES OF 50 PENCE EACH
% DIRECT
HOLDING
% INDIRECT
HOLDING
% FINANCIAL
INSTRUMENTS
TOTAL
NUMBER OF
SHARES HELD
% OF VOTING
RIGHTS OF
THE ISSUED
SHARE CAPITAL
Browning West, LP - 8.16 - 28,209,996 8.16
Inclusive Capital Partners, L.P. - 5.79 - 20,032,245 5.79
Abrams Capital Management LP 5.04 - - 11,200,077 5.04
FMR LLC - 5.01 - 17,332,022 5.01
Royal London Asset Management 4.99 - - 10,895,768 4.99
Dimensional Fund Advisors - 4.98 - 11,069,044 4.98
FIL Limited - 4.60 0.01 10,252,341 4.61
David Capital Partners - 3.10 - 10,730,000 3.10
BlackRock, Inc - Below 5% - - Below 5%
During the period between 31 December 2023 and 14 March 2024, being the latest practicable date prior to the publication
of this Annual Report, the Company received notifications in accordance with the DTRs from FMR LLC, who have an indirect
holding of 7.24% and Inclusive Capital Partners, L.P. who have an indirect holding of 4.33%.
BRANCHES OUTSIDE OF THE UK
The Company has no overseas branches, and a list of the Company’s subsidiaries is detailed in note 30 of the financial
statements.
The Directors’ report was approved by the Board and has been signed on its behalf by the General Counsel and Group
Company Secretary.
By Order of the Board
CLARE BATES
General Counsel and Group Company Secretary
14 March 2024
DIRECTORS’ REPORT
continued
The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have
prepared the Group and the Company financial statements in accordance with UK-adopted international accounting standards.
Under company law, 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 Company and of the profit or loss of the Group for that period. In preparing the financial
statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently.
• State whether applicable UK-adopted international accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements.
• Make judgements and accounting estimates that are reasonable and prudent.
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and
enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
DIRECTORS’ CONFIRMATIONS
Each of the Directors, whose names and functions are listed on pages 76 and 77 confirm that, to the best of their knowledge:
• The Group and Company financial statements, which have been prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the assets, liabilities and financial position of the Group and Company, and of
the profit of the Group.
• The Strategic report includes a fair review of the development and performance of the business and the position of the Group and
Company, together with a description of the principal risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors’ report is approved:
• So far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are unaware.
• They have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit
information and to establish that the Group’s and Company’s auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.
The Directors’ responsibilities statement was approved by the Board and has been signed on its behalf by the CEO and CFO.
By Order of the Board
GREG FITZGERALD TIM LAWLOR
Chief Executive Officer Chief Financial Officer
14 March 2024 14 March 2024
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DIRECTORS’ RESPONSIBILITIES STATEMENT
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
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145
CONTENTS
Independent Auditor’s Report 146
Group Statement of Profit
and Loss and Other
Comprehensive Income
158
Statement of Financial Position 159
Group Statement of Changes
in Equity
160
Company Statement of Changes in
Equity
161
Statement of Cash Flows 162
Notes to the Financial Statements 163
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF VISTRY GROUP PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion, Vistry Group PLC’s Group financial statements and Company financial statements (the “financial statements”):
• give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2023 and of the Group’s
profit and the Group’s and Company’s cash flows for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance
with the provisions 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, included within the Annual Report and Accounts 2023 (the “Annual Report”), which
comprise: the Group and Company Statement of Financial Position as at 31 December 2023; the Group Statement of Profit
and Loss and Other Comprehensive Income, the Group Statement of Changes in Equity, the Company Statement of Changes
in Equity and the Group and Company Statements of Cash Flows for the year then ended; and the notes to the financial
statements, comprising material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were
not provided.
Other than those disclosed in note 5, we have provided no non-audit services to the Company or its controlled undertakings in
the period under audit.
OUR AUDIT APPROACH
Context
In September 2023, the Group announced an update to its overall strategy, being to focus operations fully on partnerships by
merging its Housebuilding operations with the Partnerships business.
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Overview
Audit scope
• Throughout the course of the year, the Group principally operated through two trading divisions, being Housebuilding and
Partnerships. Whilst the strategy change announced in September 2023 led to steps being taken to merge Housebuilding into
Partnerships, with the evidence available supporting the fact that there is one operating segment, the underlying financial
information used to prepare the consolidated financial statements still reflects the Housebuilding and Partnerships divisional
structure. We therefore performed a full scope audit of each division, which together account for 100% of the revenue of
the Group.
• Due to the significance of a number of financial statement line items within the Company to the overall Group, such as bank
and other loans and finance expenses, a full scope audit has also been performed over this entity.
• We performed procedures at a Group level, such as the audit of the consolidation and financial statement disclosures, the
finalisation of the accounting for business combinations, taxation, pension scheme balances and asset impairment assessments
of goodwill, intangible assets and investments in subsidiary undertakings. We also performed full scope procedures over 12
joint ventures.
Key audit matters
• Margin forecasting and recognition in open market and partner funded sales (Group)
• Long-term contract accounting in partner funded sales (Group)
• Carrying value of inventory (Group)
• Impairment of investments in subsidiary undertakings (Company)
Materiality
• Overall Group materiality: £18.6 million (2022: £20.0 million) based on approximately 5% of the Group’s profit before tax
adjusted to remove the exceptional expenses relating to the fire safety provision, the Combination with Countryside and
the Group’s change in strategy (2022: based on approximately 5% of the Group’s profit before tax adjusted to remove the
exceptional expenses relating to the fire safety provision and the Combination with Countryside).
• Overall Company materiality: £29.4 million (2022: £29.3 million) based on approximately 1% of total assets (2022: based on
approximately 1% of total assets).
• Performance materiality: £14.0 million (2022: £15.0 million) (Group) and £22.0 million (2022: £22.0 million) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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) identified by the auditors, including 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, and any comments we
make on the results of our procedures thereon, 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.
This is not a complete list of all risks identified by our audit.
Provision for legacy properties fire safety and Accounting for business combinations, which were key audit matters last year, are
no longer included because of lower uncertainty regarding applicable legislation and therefore the properties included within
the fire safety provision. Additionally, within business combinations there have not been a significant number of changes to
the fair values determined in the prior year and therefore the audit of the changes to these fair values during the year did not
constitute a significant part of our audit. Otherwise, the key audit matters below are consistent with last year.
Annual Report and Accounts 2023
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147
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Margin forecasting and recognition in Open Market and Partner Funded sales (Group)
Refer to page 103 of the Audit Committee Report (‘Significant
matters considered by the Committee in relation to
the financial statements’), note 1.7 (‘Critical accounting
judgements and key sources of estimation uncertainty’) and
note 2 (‘Revenue’) of the financial statements.
This key audit matter relates to margin recognition for
Open Market sales and the element of Partner Funded sales
recognised based on the ‘output’ method.
The Group’s approach to margin forecasting and recognition
is based on a number of key assumptions, including:
• estimates of future build costs, land costs and central site
costs, including infrastructure costs;
• estimates of future sales price, based on an expected sales
price for the type and size of property; and
• periodic surveyor and financial appraisals performed to
support management’s estimate of the build progress
achieved based on the stage of completion of each plot,
with the accounting records updated accordingly.
If the overall site is loss making then management consider
this as part of the provisioning process.
We consider that appropriate margin recognition across
the life of a site is a significant financial reporting risk for
the Group due to the high level of estimation involved. As
a result, the forecast assumptions could be inaccurate and
thus could lead to the incorrect recognition of margin on a
given contract.
We assessed the basis of revenue recognition to ensure it is
in line with applicable accounting standards.
We tested the design and operating effectiveness of
management’s key site level forecasting and monitoring
control. This included observation of a sample of site review
meetings taking place throughout the year (including at
year end) attended by senior management, including those
from the Commercial, Operational and Finance teams.
This enabled us to obtain evidence regarding the
consistency of the operation of this control across the
regions and contributed to our evidence regarding the
accuracy and completeness of both forecast costs
and revenues.
We compared the actual revenue and costs for completed
sites against the original forecast for that site and also
assessed movements in forecast margin during the year on
open sites. Where significant differences were identified,
we evaluated the nature of the event that caused this
difference to arise, such as due to a change in the plan
for the site. Based on the evidence obtained, this enabled
us to obtain assurance in respect of the accuracy of
management’s estimation methodology.
We tested a sample of actual costs incurred to third party
evidence and tested a sample of forecast costs to either
third party evidence or other appropriate support.
We reviewed the output from a sample of instances
of management’s forecasting and monitoring control
performed post year end to assess the completeness of site
costs recognised at 31 December 2023.
We tested a sample of forecast sales prices to the actual
sales prices attained around year end, available market data
for similar properties, or contracts, where applicable, to
support the validity of these sales prices.
We assessed the impact that the strategy change had
on the margin of legacy ‘housebuilding’ sites, including
how management have reflected the expected increase
in the proportion of Partner Funded contracts in the
forecast revenue and cost to come estimates used to
derive forecast site margins. We inspected significant sales
contracts entered into during the year as a result of the
strategy change and assessed that they were accounted for
appropriately. We also ensured that the forecast revenue to
come had only been updated at the year end to take into
account partner funded contracts that had a high degree of
certainty of being completed.
Based on the procedures performed, we did not identify
any material misstatements within the revenue and cost of
sales, and therefore margin, recognised. We also assessed
the disclosures in respect of margin forecasting and
recognition and considered these to be appropriate.
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KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Long-term contract accounting in Partner Funded sales (Group)
Refer to page 103 of the Audit Committee Report
(‘Significant matters considered by the Committee
in relation to the financial statements’), note 1.7
(‘Critical accounting judgements and key sources of
estimation uncertainty’) and note 2 (‘Revenue’) of the
financial statements.
This key audit matter relates to margin recognition
on Partner Funded sales, specifically the element for
which progress towards completion is measured by the
proportion of total costs incurred at the reporting date
relative to the estimated total cost of the contract
(known as the ‘input’ method).
The Group has a large number of contracts which span
multiple periods and are accounted for on a percentage
of completion basis, in accordance with IFRS 15. Long-
term contracting accounting requires a number of
judgements and estimates to be made by management,
including to:
• estimate total contract costs;
• estimate the stage of completion of the contract;
• forecast the profit margin;
• consider contract variations and the outcome of claims
to the extent that it is highly probable that a significant
reversal of revenue will not occur; and
• appropriately provide for loss making contracts, with
judgement required to determine the magnitude of any
provision required.
There is estimation uncertainty within the above
assumptions due to potential changes in market
conditions or unforeseen circumstances, in particular
given that these assumptions involve the assessment of
future events, which are inherently uncertain. As a result,
the forecast assumptions could be inaccurate and thus
could lead to the incorrect recognition of revenue or
margin on a given contract.
We assessed the basis of revenue recognition to ensure it is in
line with applicable accounting standards and supported by
management’s estimates.
We tested the design and operating effectiveness of
management’s key site level control in place over long-term
contracts. This included observation of a sample of site
review meetings taking place throughout the year (including
at year end) attended by senior management, including those
from the Commercial, Operational and Finance teams.
This enabled us to obtain evidence regarding the consistency
of the operation of this control across the regions and
contributed to our evidence regarding the accuracy and
completeness of both forecast costs and revenues.
We performed risk assessment procedures over the contracts
in place, including reviewing the movements in projected
margins during the year, in order to determine those
considered to be higher risk. This included those with revenue,
margin or losses recognised above pre-determined thresholds,
as well as sites with known operational issues. We performed
the following procedures in respect of these contracts:
• agreed overall anticipated revenue to a combination of the
underlying contract and agreed variations, with corroborative
evidence obtained to support the fact that any variations
were highly probable to not reverse;
• obtained evidence to corroborate management estimates
and judgements, particularly around forecast costs for which
a sample of such costs (focused on those categories of
cost we considered to be higher risk, due to a combination
of their quantum and the level of judgement required
by management) were agreed to appropriate supporting
evidence; and
• recalculated the revenue recognised and agreed it to the
underlying general ledger.
We also validated a sample of costs incurred during the year to
third party supplier invoices and tested the allocation of these
to the relevant contracts.
For contracts that were completed during the year, we
compared the final contract margin to the margin at the tender
stage to assess the accuracy of management’s forecasts.
For the remaining lower risk contracts, we performed analytical
procedures at a contract level in order to identify any
movements that differed significantly to our expectation.
We also performed testing over a sample of revenue, obtaining
third party evidence for the amounts recognised.
We assessed the appropriateness of the provision for
loss making contracts through a combination of the
procedures above.
Based on the procedures performed, we did not identify
any material misstatements within the revenue and cost of
sales, and therefore margin, recognised. We also assessed the
disclosures in respect of long-term contract accounting and
considered these to be appropriate.
INDEPENDENT AUDITORS’ REPORT
continued
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Margin forecasting and recognition in Open Market and Partner Funded sales (Group)
Refer to page 103 of the Audit Committee Report (‘Significant
matters considered by the Committee in relation to
the financial statements’), note 1.7 (‘Critical accounting
judgements and key sources of estimation uncertainty’) and
note 2 (‘Revenue’) of the financial statements.
This key audit matter relates to margin recognition for
Open Market sales and the element of Partner Funded sales
recognised based on the ‘output’ method.
The Group’s approach to margin forecasting and recognition
is based on a number of key assumptions, including:
• estimates of future build costs, land costs and central site
costs, including infrastructure costs;
• estimates of future sales price, based on an expected sales
price for the type and size of property; and
• periodic surveyor and financial appraisals performed to
support management’s estimate of the build progress
achieved based on the stage of completion of each plot,
with the accounting records updated accordingly.
If the overall site is loss making then management consider
this as part of the provisioning process.
We consider that appropriate margin recognition across
the life of a site is a significant financial reporting risk for
the Group due to the high level of estimation involved. As
a result, the forecast assumptions could be inaccurate and
thus could lead to the incorrect recognition of margin on a
given contract.
We assessed the basis of revenue recognition to ensure it is
in line with applicable accounting standards.
We tested the design and operating effectiveness of
management’s key site level forecasting and monitoring
control. This included observation of a sample of site review
meetings taking place throughout the year (including at
year end) attended by senior management, including those
from the Commercial, Operational and Finance teams.
This enabled us to obtain evidence regarding the
consistency of the operation of this control across the
regions and contributed to our evidence regarding the
accuracy and completeness of both forecast costs
and revenues.
We compared the actual revenue and costs for completed
sites against the original forecast for that site and also
assessed movements in forecast margin during the year on
open sites. Where significant differences were identified,
we evaluated the nature of the event that caused this
difference to arise, such as due to a change in the plan
for the site. Based on the evidence obtained, this enabled
us to obtain assurance in respect of the accuracy of
management’s estimation methodology.
We tested a sample of actual costs incurred to third party
evidence and tested a sample of forecast costs to either
third party evidence or other appropriate support.
We reviewed the output from a sample of instances
of management’s forecasting and monitoring control
performed post year end to assess the completeness of site
costs recognised at 31 December 2023.
We tested a sample of forecast sales prices to the actual
sales prices attained around year end, available market data
for similar properties, or contracts, where applicable, to
support the validity of these sales prices.
We assessed the impact that the strategy change had
on the margin of legacy ‘housebuilding’ sites, including
how management have reflected the expected increase
in the proportion of Partner Funded contracts in the
forecast revenue and cost to come estimates used to
derive forecast site margins. We inspected significant sales
contracts entered into during the year as a result of the
strategy change and assessed that they were accounted for
appropriately. We also ensured that the forecast revenue to
come had only been updated at the year end to take into
account partner funded contracts that had a high degree of
certainty of being completed.
Based on the procedures performed, we did not identify
any material misstatements within the revenue and cost of
sales, and therefore margin, recognised. We also assessed
the disclosures in respect of margin forecasting and
recognition and considered these to be appropriate.
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KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Carrying value of inventory (Group)
Refer to page 106 of the Audit Committee Report
(‘Significant matters considered by the Committee in relation
to the financial statements’) and note 18 (‘Inventories’) of the
financial statements.
The inventory balance at 31 December 2023 was £3,100.7
million (31 December 2022: £2,838.1 million). Inventory is
comprised of land held for development, work in progress
and part exchange properties.
Land held for development is held at cost. Work in progress
is made up of the cost of the land being built on, direct
materials, direct labour costs and those overheads that have
been incurred in bringing the inventories to their present
location and condition. Part exchange properties are held
at cost, based on a third party estimate of their prevailing
market value determined at the time of legal completion.
Inventories are stated at the lower of cost and net realisable
value, where net realisable value is the estimated net
selling price less costs to sell and estimated total costs of
completion based on management’s forecast.
As the most significant balance on the Group Statement
of Financial Position, there is an increased risk of material
misstatement in the carrying value of inventory. In addition,
due to the cyclical nature of the housing industry or issues
experienced during the build programme, there is a risk that
the net realisable value of the inventory is lower than cost
and therefore inventory is held at the incorrect value.
The procedures set out above for the ‘Margin forecasting
and recognition in open market and partner funded sales ‘
key audit matter are also relevant to auditing the carrying
value of inventory.
In addition to those procedures outlined above, we have
also examined margins for all major sites to identify those
with low or eroding margins, for example due to specific
issues or under performance. We discussed the identified
sites with management, including considering the level of
provisions held against these sites.
We evaluated the quantum and ageing of part exchange
properties and challenged the recoverability of these assets.
We checked that appropriate site acquisition approvals
had been obtained for significant sites, with this including
consideration of site profitability.
Based on the procedures performed we did not identify
any sites where the carrying value of inventory was
materially misstated. We also assessed the disclosures in
respect of the carrying value of inventory and considered
these to be appropriate.
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INDEPENDENT AUDITORS’ REPORT
continued
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Impairment of investments in subsidiary undertakings (Company)
Refer to page 105 of the Audit Committee Report (‘Significant
matters considered by the Committee in relation to the
financial statements’) and note 15 (‘Investments’) of the
financial statements.
At 31 December 2023, the Company held investments of
£2,506.3 million (31 December 2022: £2,498.3 million) in its
subsidiary undertakings.
On an annual basis, the Directors consider whether any
events or circumstances have occurred that could indicate
that the carrying amount of the investments in subsidiary
undertakings may not be recoverable. If such circumstances
are identified, an impairment review is undertaken to
establish whether the carrying amount of the investments in
subsidiary undertakings exceed their recoverable amount,
being the higher of fair value less costs to sell or value in use.
An impairment assessment of this nature requires judgement
and there is risk that a potential impairment trigger may not
be identified and, in the event that there is an impairment
trigger, there is a risk that the calculation of the recoverable
amount of the investment is incorrect and therefore the
value of the investment may be misstated.
In assessing whether or not there were any impairment
triggers, the Directors considered a number of factors
including the underlying performance of the Group and the
market capitalisation of the Group. The market capitalisation
of the Group at 31 December 2023 was approximately
£3,186.0 million, with this being higher than the carrying
value of investments. The Directors therefore concluded that
there was no impairment trigger.
We agreed with management’s conclusion that there was
no impairment trigger and hence the carrying value of
investments is not required to be assessed for impairment.
We have reviewed the evidence supporting this assessment,
including the underlying performance of the Group
(including when considering commitments arising as a
result of the impact of climate change) and the fact that the
market capitalisation of the Group increased after year end.
The procedures performed supported the conclusion that
no impairment was required.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls,
and the industry in which they operate.
We have determined that the Group is made up of three components, being the Company and the two trading divisions
(Housebuilding and Partnerships), with this reflecting the manner in which the consolidated financial information has
been prepared.
The Company is principally a holding company that holds the Group’s investments in subsidiary undertakings and also the
external borrowings which it lends on to other entities within the wider Group. Due to the significance of a number of financial
statement line items within the Company to the overall Group, such as cash and cash equivalents, accruals, borrowings and
finance expenses, a full scope audit has also been performed over this entity. The allocated materiality for the Company was
lower than the materiality for the stand-alone financial statements of this entity.
In respect of the joint ventures held by the Group, we performed full scope procedures in respect of 12 joint ventures so as to
obtain sufficient and appropriate audit coverage over the joint venture disclosures within note 15.
These procedures, together with those performed at a Group level, such as the audit of the consolidation and financial
statement disclosures, the finalisation of the accounting for business combinations, taxation, pension scheme balances and
asset impairment assessments of goodwill, intangible assets and investments in subsidiary undertakings, provide us with the
evidence required for the purposes of our opinion on the financial statements as a whole.
All of the audit procedures performed were undertaken by the same Group engagement team.
The impact of climate risk on our audit
The risks associated with climate change are impacting the housebuilding industry, in particular in respect of Part L, Part F,
Part O and Part S of the Building Regulations 2010. The 2025 Future Homes Standard will also require a reduction in emissions
of 75% to 80%, including the banning of gas boilers in all new homes.
As set out in the other information to the Annual Report, the Group is committed to carbon emission targets consistent with
reductions required to keep global warming to 1.5°C, with the Group’s carbon reduction targets having been verified by the
Science Based Targets Initiative during the year. These targets were reconfigured during 2023 in respect of the enlarged Group,
following the Combination with Countryside.
In planning and executing our audit we have both understood and evaluated the Group’s risk assessment process in respect of
climate change. Together with discussions with our own sustainability experts, this enabled us to assess the potential impact of
climate change on the financial statements.
In doing so, we have determined that the financial statement estimates which are most likely to be materially impacted by
both physical and transition risks of climate change are those associated with the costs of meeting the above requirements and
commitments and how they have been reflected in forecast future cash flows.
We have understood that management have included the revised standards into the design of new builds. This was supported
by the fact that the Engagement Leader visited the Vistry Innovation Centre and the timber frame construction factory in
Leicester to aid the audit team’s understanding of the Future Homes Standard requirements and the Group’s strategy for both
compliance with the new regulations and plans for meeting its net zero commitments.
Management’s process is that land appraisals prepared in respect of sites yet to be acquired reflect the cost of meeting these
new regulations, so as to appropriately assess targeted returns. For existing sites that will need to meet these standards, build
costs are included in the reports underpinning management’s key forecasting and monitoring control, with management
expecting that such costs will ultimately be passed through to buyers, reflecting the increased value obtained through
aspects such as lower heating bills and improved ventilation. These processes form the basis of the Group’s cash and funding
requirements and are therefore an integral part of preparing forecast future cash flows.
These forecast cash flows have been used as part of the assessments performed over going concern and viability and the
impairment assessment performed over goodwill. Our key audit matters further explain how we have evaluated the impact of
climate change, where applicable.
We challenged management regarding the extent of disclosures made within the financial statements in respect of climate
change, obtaining comfort over the consistency of the finalised disclosures made in the other information within the Annual
Report with both the financial statements and the knowledge we obtained from our audit.
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Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
FINANCIAL STATEMENTS
–
GROUP FINANCIAL STATEMENTS
–
COMPANY
Overall materiality
£18.6 million (2022: £20.0 million). £29.4 million (2022: £29.3 million).
How we determined it
Based on approximately 5% of the Group’s
profit before tax adjusted to remove the
exceptional expenses relating to the fire
safety provision, the Combination with
Countryside and the Group’s change in
strategy (2022: based on approximately 5%
of the Group’s profit before tax adjusted
to remove the exceptional expenses
relating to the fire safety provision and the
Combination with Countryside).
Based on approximately 1% of total
assets (2022: based on approximately
1% of total assets).
Rationale for
benchmark applied
We consider that profit before tax
is an appropriate metric as it is the
primary statutory measure used by the
shareholders in assessing the performance
of the Group and is a generally accepted
auditing benchmark for trading entities.
In the current year, we have adjusted
this measure to remove the exceptional
expenses relating to the fire safety
provision, the Combination with
Countryside and the Group’s change in
strategy given that these are large one-off
items which do not reflect the underlying
profitability of the Group.
We consider that total assets is an
appropriate metric as it is the primary
measure used by the shareholders
in assessing the performance of the
Company and is a generally accepted
auditing benchmark for non-trading
entities.
The Company is also a full scope
component for the purposes of the Group
audit, with the allocated materiality (of
£10.0 million) being lower than the above
materiality for the stand-alone Company
financial statements.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
The range of materiality allocated across components was between £10.0 million and £17.7 million.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the
scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for
example in determining sample sizes. Our performance materiality was 75% (2022: 75%) of overall materiality, amounting to
£14.0 million (2022: £15.0 million) for the Group financial statements and £22.0 million (2022: £22.0 million) for the Company
financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above
£0.9 million (Group audit) (2022: £1.0 million) and £1.5 million (Company audit) (2022: £1.5 million) as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative reasons.
INDEPENDENT AUDITORS’ REPORT
continued
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CONCLUSIONS RELATING TO GOING CONCERN
Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern
basis of accounting included:
• evaluating the reasonableness of the inputs and underlying assumptions within the base case going concern model prepared
by management, including the impact of the change in strategy;
• performing a comparison of the forecasts within the base case going concern model to Board approved budgets and, where
applicable, the forecasts used elsewhere in the Group, such as asset impairment assessments;
• comparing the prior year forecasts against current year actual performance to assess management’s ability to prepare
accurate forecasts;
• assessing the severe but plausible downside scenario which has been used to sensitise the base case model, including
consideration of the underlying assumptions within this forecast (such as reduced demand or a fall in house prices);
• obtaining and reperforming management’s analysis of both liquidity and covenant compliance to ensure there is sufficient
liquidity and no forecast covenant breaches over the course of the going concern period, including within the downside
scenario prepared;
• agreeing the committed facilities to the underlying agreements and ensuring that these were appropriately reflected within the
liquidity and covenant analysis; and
• reviewing the disclosures relating to going concern, with these considered to be consistent with the assessment prepared by
management and the procedures we performed.
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 the 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 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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and
the Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have 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.
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INDEPENDENT AUDITORS’ REPORT
continued
REPORTING ON OTHER INFORMATION
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. 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 based
on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and
Directors’ Report for the year ended 31 December 2023 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that
part of the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement
as other information are described in the Reporting on other information section of this report.
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, and
we have nothing material to add or draw attention to in relation to:
• The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks
and an explanation of how these are being managed or mitigated;
• The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s
ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
• The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers
and why the period is appropriate; and
• The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Company was substantially less in
scope than an audit and only consisted of making inquiries and considering the Directors’ process supporting their statement;
checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering
whether the statement is consistent with the financial statements and our knowledge and understanding of the Group and
Company and their environment obtained in the course of the audit.
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In addition, 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 that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the Group’s and Company’s position, performance, business
model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the
Listing Rules for review by the auditors.
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT
Responsibilities of the directors for the financial statements
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the
financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.
The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the 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 Company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ 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 auditors’ 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.
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.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to NHBC standards and other building regulations (including the Building Safety Act 2022 and other fire
and building safety legislation), and we considered the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such
as UK tax legislation, the Listing Rules and the Companies Act 2006. We evaluated management’s incentives and opportunities
for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the
principal risks were related to posting inappropriate journal entries to increase revenue and management bias within accounting
estimates, in particular the potential manipulation of the margin to be recognised on a particular site or contract. Audit
procedures performed by the engagement team included:
• inquiries with management, Internal Audit and the Group’s legal team, including in respect of known or suspected instances of
non-compliance with laws and regulation and fraud, and review of board minutes and internal audit reports;
• evaluating and testing of the operating effectiveness of management’s key controls around the forecasting of costs and
margin estimation;
• challenging assumptions and judgements made by management, in particular those that involve the assessment of future
events, which are inherently uncertain – the key estimates determined in this respect are those relating to the forecasting
of costs and margin estimation in Open Market and Partner Funded sales and long-term contract accounting in Partner
Funded sales;
• identifying and testing journal entries, in particular testing a sample of journal entries posted with unusual account
combinations, such as those with unusual or unexpected journal postings to revenue; and
• testing a sample of consolidation adjustments to ensure that these were appropriate in both nature and magnitude.
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT AUDITORS’ REPORT
continued
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we
will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
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 auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
COMPANIES ACT 2006 EXCEPTION REPORTING
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received
from branches not visited by us; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
APPOINTMENT
Following the recommendation of the Audit Committee, we were appointed by the members on 15 May 2015 to audit the
financial statements for the year ended 31 December 2015 and subsequent financial periods. The period of total uninterrupted
engagement is 9 years, covering the years ended 31 December 2015 to 31 December 2023.
OTHER MATTER
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these
financial statements will form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of
the Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report
provides no assurance over whether the annual financial report will be prepared using the single electronic format specified
in the ESEF RTS.
Richard French (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
14 March 2024
Annual Report and Accounts 2023
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157
158
|
Vistry Group PLC
GROUP STATEMENT OF PROFIT AND LOSS AND OTHER
COMPREHENSIVE INCOME
2023
2022
Adjusting Adjusting
Reported items Adjusted Reported items Adjusted
measures (note 4) measures measures (note 4) measures
£m £m £m £m £m £m
For the year ended 31 December
Note
(restated)(restated)
Revenue
2,4
3,564.2
477.9
2,77 1.3*
343.8
3,115.1
Cost of sales
(3,018.8)
(2,3 57.6)*
Gross profit
545.4
4 13.7
Administrative expenses
(287.8)
(241.8)
Amortisation of acquired intangible assets
12
(46.3)
(17.1)
Other operating income
3
100.5
57.7
Operating profit
4
311.8
176.1
487.9
212.5
238.6
4 51.1
Finance income
7
22.0
14.5
Finance expenses
7
(85.0)
(26.7)
Net financing expenses
7,4
(63.0)
(5.8)
(68.8)
(12.2)
(20.5)
(32.7)
Share of profit after tax from joint ventures
15
56.0
4 7.2
Profit before tax
4,5
304.8
114.3
4 19.1
24 7.5
170.9
418.4
Income tax expense
8
(81.4)
(43.2)
Profit for the year
223.4
81.9
305.3
204.3
120.3
324.6
Other comprehensive income/(expenses)
Remeasurement of retirement benefit assets
17
(2.4)
(16.3)
Deferred tax on remeasurements of retirement benefit assets
8
0.7
2.4
Total other comprehensive expense
(1.7)
(13.9)
Total comprehensive income for the year
221.7
190.4
* Reported revenue and cost of sales for 2022 have been restated in order to apply the Group’s change in accounting policy with respect to part exchange property sales from the
beginning of the comparative period, as discussed in note 1.8.
2023
2022
EARNINGS PER SHARE
Basic
9
64.6p
86.5p
Diluted
9
6 3.7p
86.3p
Adjusted basic earnings per share
4,9
88.2p
137.5p
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
159
STATEMENT OF FINANCIAL POSITION
Vistry Group PLC
Company number 00306718
GroupCompany
2022
2023 (restated) 2023 2022
As at 31 December
Note
£m£m£m£m
ASSETS
Goodwill
11
827.6
804.7
-
-
Intangible assets
12
409.3
456.0
-
-
Property, plant and equipment
13
20.1
20.9
-
-
Right-of-use assets
14
82.9
77.2
-
-
Investments
15
562.7
552.4*
2,506.3
2,498.3
Trade and other receivables
19
-
1.0
-
-
Deferred tax assets
16
-
1.8
-
0.8
Retirement benefit assets
17
34.2
34.3
-
-
Total non-current assets
1,936.8
1,94 8.3
2,506.3
2,499.1
Inventories
18
3,100.7
2,838.1
-
-
Trade and other receivables
19
626.4
542.1*
411.6
421.1
Cash and cash equivalents
20
4 18.3
67 6.8
18.9
0.3
Current tax assets
3.2
10.4
-
0.6
Total current assets
4,148.6
4,067.4
430.5
422.0
Total assets
6,085.4
6,015.7
2,936.8
2,921.1
LIABILITIES
Borrowings
20
-
49.9
-
49.9
Trade and other payables
21
1,481.9
1,432.7
54.0
3.5
Lease liabilities
14
24.6
14.8
-
-
Provisions
22
105.0
72.9
-
-
Total current liabilities
1,611.5
1,570.3
54.0
53.4
Borrowings
20
507.1
508.7
495.8
495.8
Trade and other payables
21
341.0
334.5
0.8
0.8
Lease liabilities
14
7 3.7
7 1.8
-
-
Provisions
22
212.4
280.7
-
-
Deferred tax liabilities
16
21.2
-
-
-
Total non-current liabilities
1,155.4
1,195.7
496.6
496.6
Total liabilities
2,7 66.9
2,7 66.0
550.6
550.0
Net assets
3,318.5
3,24 9.7
2,386.2
2,371.1
EQUITY
Issued capital
25
17 3.4
17 3.6
173.4
173.6
Share premium
25
361.0
360.8
361.0
360.8
Capital redemption reserve
1.5
1.3
1.5
1.3
Merger reserve
25
1,597.8
1,597.8
1,597.8
1,597.8
Retained earnings
1,184.8
1,116.2
252.5
237.6
Total equity attributable to equity holders of the parent
3,318.5
3,24 9.7
2,386.2
2,371.1
* Reported investments and trade & other receivables for 2022 have been restated to reclassify receivables from joint arrangements which are short term in nature, as discussed
in note 1.8.
The Company made a profit after tax for the year of £172.1m (2022 profit: £264.4m). These financial statements on pages 158 to 210
were approved by the Board of Directors on 14 March 2024 and were signed on its behalf by:
TIM LAWLOR
Director
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|
Vistry Group PLC
GROUP STATEMENT OF CHANGES IN EQUITY
Own Other Total Capital
shares retained retained Issued Share redemption Merger
held earnings earnings capital premium reserve reserve Total
For the year ended 31 December
Note
£m£m£m£m£m£000£m £m
Balance as at 1 January 2022
(3.4)
1,098.2
1,094.8
111.2
361.1
823.5
2,390.6
Profit for the year
-
204.3
204.3
-
-
-
-
204.3
Total other comprehensive
-
(13.9)
(13.9)
-
-
-
-
(13.9)
expense
Total comprehensive income
-
190.4
190.4
-
-
190.4
Issue of share capital
25
-
-
-
-
(0.3)
-
-
(0.3)
Purchase of own shares executed
(14.5)
(22.4)
(36.9)
(1.3)
-
1.3
-
(36.9)
Shares issued as consideration
25
-
0.9
0.9
63.7
-
-
77 4.3
838.9
LTIP shares exercised
0.5
(0.5)
-
-
-
-
-
-
Share-based payments
6
-
6.3
6.3
-
-
-
-
6.3
Dividends paid
10
-
(138.9)
(138.9)
-
-
-
-
(138.9)
Deferred tax on share-based
8
-
(0.4)
(0.4)
-
-
-
-
(0.4)
payments
Total transactions with owners
(14.0)
(155.0)
(169.0)
62.4
(0.3)
1.3
77 4.3
668.7
Balance as at 31 December 2022
(17.4)
1,133.6
1,116.2
173.6
360.8
1.3
1,597.8
3,24 9.7
Balance as at 1 January 2023
(17.4)
1,133.6
1,116.2
17 3.6
360.8
1.3
1,597.8
3,249.7
Profit for the year
-
223.4
223.4
-
-
-
-
223.4
Total other comprehensive expense
-
(1.7)
(1.7)
-
-
-
-
(1.7)
Total comprehensive income
-
221.7
221.7
-
-
221.7
Issue of share capital
25
-
-
-
-
0.2
-
-
0.2
Purchase of own shares
(2.0)
(53.4)
(55.4)
(0.2)
-
0.2
-
(55.4)
LTIP shares exercised
4.7
(3.3)
1.4
-
-
-
-
1.4
Share-based payments
6
-
8.0
8.0
-
-
-
-
8.0
Dividend paid
10
-
(110.4)
(110.4)
-
-
-
-
(110.4)
Deferred tax on share-based
8
-
3.3
3.3
-
-
-
-
3.3
payments
Total transactions with owners
2.7
(155.8)
(153.1)
(0.2)
0.2
0.2
-
(152.9)
Balance as at 31 December 2023
(14.7)
1,199.5
1,18 4.8
173.4
361.0
1.5
1,597.8
3,318.5
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161
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
COMPANY STATEMENT OF CHANGES IN EQUITY
Attributable to equity holders of the parent
For the year ended 31 December
Own
shares held
£m
Other
retained
earnings
£m
Total
retained
earnings
£m
Issued
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Total
£m
Balance as at 1 January 2022 (3.4) 144.4 141.0 111.2 361.1 - 823.5 1,436.8
Total comprehensive income - 264.4 264.4 - - - - 264.4
Issue of share capital - - - - (0.3) - - (0.3)
Purchase of own shares (14.5) - (14.5) - - - - (14.5)
Cancellation of shares - (22.4) (22.4) (1.3) - 1.3 - (22.4)
LTIP shares exercised 0.5 (0.5) - - - - - -
Shares issued as consideration - 0.9 0.9 63.7 - - 774.3 838.9
Share-based payments - 6.3 6.3 - - - - 6.3
Dividends paid - (138.9) (138.9) - - - - (138.9)
Deferred tax on share-based
payments
- 0.8 0.8 - - - - 0.8
Total transactions with owners (14.0) (153.8) (167.8) 62.4 (0.3) 1.3 774.3 669.9
Balance as at 31 December 2022 (17.4) 255.0 237.6 173.6 360.8 1.3 1,597.8 2,371.1
Balance as at 1 January 2023 (17.4) 255.0 237.6 173.6 360.8 1.3 1,597.8 2,371.1
Total comprehensive income - 172.1 172.1 - - - - 172.1
Issue of share capital - - - - 0.2 - - 0.2
Purchase of own shares (2.0) (53.4) (55.4) (0.2) - 0.2 - (55.4)
LTIP shares exercised 4.7 (3.3) 1.4 - - - - 1.4
Share-based payments - 8.0 8.0 - - - - 8.0
Dividend paid - (110.4) (110.4) - - - - (110.4)
Deferred tax on share-based
payments
- (0.8) (0.8) - - - - (0.8)
Total transactions with owners 2.7 (159.9) (157.2) (0.2) 0.2 0.2 - (157.0)
Balance as at 31 December 2023 (14.7) 267.2 252.5 173.4 361.0 1.5 1,597.8 2,386.2
162
|
Vistry Group PLC
STATEMENT OF CASH FLOWS
Group Company
For the year ended 31 December Note
2023
£m
2022 (restated)
£m
2023
£m
2022
£m
CASH FLOWS FROM OPERATING ACTIVITIES
Operating profit for the year 311.8 212.5 190.6 264.4
Exceptional expenses in statement of profit or loss 4 46.2 153.0 - 25.6
Depreciation and amortisation 12, 13, 14 7 4.1 35.3 - -
Other non-cash items 1.9 9.5 - -
Equity-settled share-based payment expense 6 8.0 6.3 - -
Operating cash inflow before exceptional cash flows and
movements in working capital
442.0 4 16.6 190.6 290.0
Exceptional cash flows relating to the Combination (43.0) (26.9) - (25.6)
Exceptional cash flows relating to restructuring (12.4) - - -
Exceptional cash flows relating to fire safety (33.3) (4.7) - -
Exceptional cash outflows (88.7) (31.6) - (25.6)
Defined benefit pension contributions (0.6) (4.7) - -
(Increase)/decrease in trade and other receivables (83.3) (86.0) 21.3 (215.2)
Increase in inventories (286.1) (83.7) - -
Increase/(decrease) in trade and other payables (1.8) (7 1.6) 0.4 3.5
Decrease in provisions (15.9) (2.8) - -
Movements in working capital (387.7) (248.8) 21.7 (211.7)
Net cash (outflow)/inflow from operations (34.4) 136.2 212.3 52.7
Income taxes paid (37.7) (65.3) - -
Net cash (outflow)/inflow from operating activities
(72.1) 70.9* 212.3 52.7
CASH FLOWS FROM INVESTING ACTIVITIES
Bank interest received 4.2 0.9 0.1 -
Purchase of property, plant and equipment 13 (2.8) (1.6) - -
Acquisition of Countryside net of assets acquired 26 - (7 7.7) - (299.9)
Loans made to and investments in joint ventures 15 (195.4) (139.5) - -
Loan repayments from joint ventures 15 197.8 188.5 - -
Interest received on loans to joint ventures 15 6.4 10.6 - -
Dividends received from joint ventures 15 42.3 38.1 - -
Net cash inflow from investing activities
52.5 19.3 0.1 (299.9)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid 10 (110.4) (138.9) (110.4) (138.9)
Lease principal payments 14 (23.9) (16.1) - -
Lease interest payments 14 (5.5) (1.4) - -
Interest paid on borrowings (44.9) (16.6) (29.8) -
Proceeds from/(spend on) share issues 1.6 (0.3) 1.6 (0.3)
Purchase of own shares (5.3) (35.2) (5.3) (13.6)
Net (repayment)/drawdown of bank loans 20 (50.5) 396.4 (49.9) 400.0
Net cash (outflow)/inflow from financing activities
(238.9) 187.9* (193.8) 247.2
Net (decrease)/increase in cash and cash equivalents (25 8.5) 278.1 18.6 -
Opening cash and cash equivalents 67 6.8 398.7 0.3 0.3
Closing cash and cash equivalents
4 18.3 676.8 18.9 0.3
* 2022 reported numbers have been restated to reflect the reclassification of interest paid on borrowings and lease interest payments from cash from operating activities to
cash from financing activities, as discussed in note 1.8.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES
TO
THE
FINANCIAL
STATEMENTS
1. BASIS OF PREPARATION
1.1 GENERAL INFORMATION
V istry Group PLC (the ‘Company’) is a public company, limited by shares, domiciled and incorporated in England, United Kingdom.
The shares are listed on the London Stock Exchange. The consolidated financial statements for the year ended 31 December 2023
comprise the Company and its subsidiaries (together referred to as the ‘Group’) and the Group’s interest in joint ventures.
The financial statements were authorised for issue by the Directors on 14 March 2024. The registered office for Vistry Group PLC
is 11 Tower View, Kings Hill, West Malling, Kent, ME19 4UY.
1.2 BASIS OF PREPARATION
The financial statements of the Company and the consolidated financial statements of the Group have been prepared in
accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as
applicable to companies reporting under those standards.
The financial statements are prepared on the historical cost convention unless otherwise stated. The functional and presentational
currency of the Company and Group is Pounds Sterling (GBP). All financial information, unless otherwise stated has been rounded
to the nearest £0.1m.
The Company has elected to take the exemption under section 408 of the Companies Act 2006 to not present the Company
Statement of Profit and Loss and Other Comprehensive Income.
In accordance with section 612 of the Companies Act 2006, advantage is taken of the relief from the requirement to create a share
premium account to record the excess over the nominal value of shares issued in a share for share transaction. Where the relevant
requirements of section 612 of the Companies Act 2006 are met, the excess of any nominal value is credited to a merger reserve.
1.3 ACCOUNTING POLICIES
The material accounting policies have been incorporated throughout the notes to the financial statements adjacent to the disclosure
to which they relate. All accounting policies are shown in grey boxes.
The Group has applied the following new standards and amendments for the first time for their annual reporting period commencing
1 January 2023:
• Amendments to the following standards:
• IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies
• IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
• IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a single transaction
These new standards and amendments did not have a material impact on the Company or Group’s reported results. All other
accounting policies have been applied consistently to the Company and the Group unless otherwise stated.
The following accounting standards, interpretations and amendments have been issued by the IASB but had either not been
adopted by the UK or were not yet effective in the UK as at 31 December 2023:
• Amendments to the following standards:
• IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
• IFRS 16 Leases: Lease Liability in a Sale and Leaseback
• IAS 7 Statement of Cash Flow and IFRS 7 Financial Instruments: Supplier Finance Arrangements
The Directors do not expect the amendments above to have a material effect on the Company or Group and have chosen not to
adopt any of the above standards earlier than required.
1.4 GOING CONCERN
The Group has prepared a cash flow forecast to confirm the appropriateness of the going concern assumption in these accounts.
The forecast was prepared using a likely base case and a number of severe but plausible downside sensitivity scenarios. In the
downside scenarios the Group has assumed decreased demand for housing and falling house prices, increased build costs and
greater working capital requirements. In both the base case and the individual downside sensitivity scenarios, the forecasts
indicated that there was sufficient headroom and liquidity for the business to continue based on the committed facilities available
to the Group as shown in note 20 to the financial statements. The Group was also forecast to comply with the required covenants
on the aforementioned borrowing facilities. Mitigating actions were only required in an extreme situation whereby all downsides
occurred simultaneously. Consequently, the Directors have not identified any material uncertainties to the Group’s ability to
continue as a going concern over a period of at least twelve months following the date of approval of the financial statements and
have concluded that using the going concern basis for the preparation of the financial statements is appropriate.
Annual Report and Accounts 2023
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163
164
|
Vistry Group PLC
1. BASIS OF PREPARATION continued
1.4 GOING CONCERN continued
In the downside sensitivity scenario, the following assumptions have been applied (individually and in aggregate):
• A 10% reduction in sales volumes with a corresponding slow down in build rates and associated overheads
• A 5% reduction in private sales prices
• A 5% increase in build costs
• A 10% greater increase in work in progress than is assumed in the base case
• A rise in interest cost of 500bps
In a severe downside where all of the above scenarios arise concurrently, the following mitigating actions have been modelled:
• Reduction in uncommitted land spend
• Further reduction in overheads
• Reduction in shareholder distributions
The Group has also assessed the appropriateness of the going concern assumption for the accounts of the Company. The Company’s
principal expected cash flows in the twelve months following the date of approval of these financial statements relate to the payment
of shareholder distributions. In order to fund these cash flows, the Company ensures that it has received sufficient distributions from its
subsidiary operating companies. As a result, the Directors have not identified any material uncertainties to the Company’s ability to continue
as a going concern over a period of at least twelve months following the date of approval of the financial statements and have concluded
that using the going concern basis for the preparation of the Company’s financial statements is appropriate.
1.5 BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company
(its subsidiaries) made up to 31 December. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is
exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over
the entity.
In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. The acquisition date is the
date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control ceases.
A joint arrangement is an arrangement over which the Group and one or more third parties have joint control. These joint arrangements
are in turn classified as:
• Joint ventures whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its
liabilities; and
• Joint operations whereby the Group has rights to the assets and obligations for the liabilities relating to the arrangement.
Where the Group collaborates with other entities on a development or contract, the arrangement is accounted for in accordance
with IFRS 11. Where there is joint control, the arrangement is classified as a joint arrangement and accounted for using the equity
method (for joint ventures) or on the basis of the Group’s proportional share of the arrangement’s assets, liabilities, revenues and
costs (for joint operations). The Group’s share of income and expenses of its joint operations are included within the corresponding
lines of the Statement of Profit and Loss, from the date that joint control commenced.
When the Group’s share of losses in a joint venture equals or exceeds its interests in the joint venture, the Group does not recognise
further losses, unless it has incurred obligations or made payments on behalf of the joint venture.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
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165
NOTES TO THE FINANCIAL STATEMENTS
continued
1. BASIS OF PREPARATION continued
1.6 SEGMENTAL REPORTING
All revenue and profits disclosed relate to continuing activities of the Group and are derived from activities performed in the
United Kingdom.
Operating segments are identified in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker
(CODM).
The CODM has been determined as the Board of Directors as they are responsible for allocating resources and regularly review and
assess the performance and financial position of the Group.
On 11 September 2023, the Board of Directors announced a change in strategy, resulting in an internal restructure of the Group’s
operations. As a result of the restructure, the Group has reassessed the number of operating segments and concluded that there is
now only one operating segment. The single operating segment aligns to the internal reporting presented on a regular basis to
the CODM.
1.7 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the Group’s consolidated financial statements requires management to make judgements and estimates that affect
the reported amounts of revenue, expenses, assets, and liabilities as at and for the year ending 31 December 2023.
CRITICAL ACCOUNTING JUDGEMENTS
Revenue recognition – mixed tenure
The determination of whether revenue on contracts should be recognised as work progresses (over time) or upon legal completion
(point-in-time) requires judgement. The Group acts as a developer on a number of mixed tenure sites which will have multiple
customers and contractual arrangements. An assessment is performed over each contract to determine when/how control is
transferred to the customer. This includes assessing relevant factors such as the point at which legal ownership passes to the customer,
the degree to which the customer can specify major structural design elements and our enforceable right to receive payment
throughout the development phase.
Classification of exceptional expenses
The determination as to whether an expense could be classified as an exceptional expense requires judgement. Exceptional expenses
are those which, in the opinion of the Board, are material by size and irregular in nature and therefore require separate disclosure
within the Statement of Profit and Loss in order to assist the users of the financial statements in understanding the underlying
business performance of the Group. The expenses which have been classified as exceptional expenses are included in note 4.
KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the Group’s consolidated financial statements includes the use of estimates including assumptions which are
based on historical experience and other relevant factors and reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future
years if the revision affects both current and future years.
The key sources of estimation and uncertainty with a significant risk of a material change to the carrying value of assets and liabilities
within the next year are described below:
Defined benefit pension schemes
The Group has three defined benefit pension schemes, all closed to future accrual, which are subject to estimation uncertainty.
Note 17 outlines the way in which these schemes are recognised in the Group’s financial statements, the associated risks and
sensitivity analysis showing the impact of a change in key variables on the defined benefit assets/obligations.
Fire safety provision
The Group has reviewed all current legal and constructive obligations with regards to remedial works to rectify fire safety issues,
which are subject to estimation uncertainty. Note 22 outlines the way in which this provision is recognised in the Group’s financial
statements, the associated risks and sensitivity analysis illustrating the possible impact of changes in key assumptions used to
determine the provision as at 31 December 2023.
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|
Vistry Group PLC
1. BASIS OF PREPARATION continued
1.7 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY continued
OTHER MATERIAL ESTIMATES:
The consolidated financial statements include other areas of accounting estimates. While these areas do not meet the definition
under IAS 1 of significant accounting estimates, the recognition and measurement of certain material assets and liabilities are based on
assumptions and are subject to longer-term uncertainties. The other material estimates are:
Margin forecasting and recognition
Cost of sales and gross margin on each unit sold is recognised based on the individual site margin expected to be generated over its
remaining life. In determining the remaining life of site margin, the Group must make assumptions relating to future sales prices and the
estimated costs to complete. Any changes in these assumptions are recognised in both the current year and future years.
Where the Group recognises revenue on an input basis, revenue and gross margin is recognised by taking the costs incurred in the year,
plus the expected site margin for each contract. Any change in the forecast margin is reflected in the current year.
The Group regularly reviews the assumptions used in the remaining life of site margin, including assessing the degree of future
uncertainty from changes in macroeconomic factors. These include expected tenure mix and number of saleable units, sales prices,
build and labour costs and the impact of climate change on the build requirements of new homes.
Management have performed a sensitivity analysis to assess the impact on the FY23 results from a change in the remaining life of site
margin across all developments. A 2.5% increase/decrease in remaining life of site margin would increase/decrease gross profit by £86.3m
through an increase/decrease in cost of sales, with a corresponding change to inventories and therefore net assets of the same value.
1.8 CHANGES TO COMPARATIVE INFORMATION
-
IMPACT ON THE GROUP’S 2022 FINANCIAL STATEMENTS AND NOTES
Change in accounting policy
The Group had historically presented the net of the part exchange revenue and cost of sale within cost of sales, however the accounting
policy has now been amended to present revenue and cost of sales gross for part exchange transactions as it’s more representative of
the substance of the transaction. As a result, reported revenue and cost of sales have been grossed up by £41.9m and restated for the
year ended 31 December 2022, on the basis that a change in accounting policy should be applied retrospectively. This change in policy
only affects revenue and cost of sales and does not impact operating profit, profit before tax or any other primary financial statement.
Accordingly note 2 of the financial statements has also been restated.
Reclassification of cash flow items
The Group has represented the Statement of Cash Flows to provide enhanced disclosures in relation to exceptional cash flows from
operating activities. In addition to this enhanced disclosure, the Group has reclassified lease interest payments and interest paid on
borrowings from operating activities to financing activities. Given the increased size of the business and prominence of lease interest
it is the Directors’ view that such interest is better presented as part of financing cash flows to be consistent with the underlying lease
repayments. As interest paid on borrowings is a cost of obtaining financial resources, this has also been classified as a financing cash flow
to be consistent with the drawdown/repayment of bank loans. As a result, the 2022 reported net cash inflow from operating activities has
increased by £18.0m and net cash inflow from financing activities has decreased.
Reclassification of assets
The Group had historically presented all amounts outstanding from joint ventures in investments within non-current assets. In 2023, the
Group has reclassified the amounts due, which are trading in nature, to trade and other receivables to reflect the short-term nature of the
receivables. As a result, the comparative information has also been restated which has resulted in a decrease in Investments of £92.7m
and a corresponding increase in trade receivables. Accordingly, notes 15 and 19 of the financial statements have also been restated.
1.9 IMPACT OF CLIMATE CHANGE
The property development sector is a key contributor to the Government’s ambition to reduce carbon emissions and, as such, the
standards for lower carbon homes are mandated for the sector through the Future Homes Standard which comes into effect in 2025.
As a consequence, the requirements for building standards for the next few years are known and the costs of meeting those
requirements are factored into investment appraisals for new land acquisitions today. Land that was acquired before these new
requirements were known could be subject to increased costs to complete and this could impact remaining life of site margins.
However, given the historical trend of house price increases, the extra cost of meeting any new regulations should be more than offset.
Furthermore, there is a focus on utilising timber frame specifications through our owned factories, which will also aid in controlling
future costs. Land held under options (strategic land) is acquired using a discount to prevailing market prices and so the impact of any
new building standard will be factored into the eventual option price paid.
The costs of meeting climate change regulations is considered in the remaining life of site margin forecasts on each site that are used for
determining both in year cost of sales and gross margin and financial forecasts. These financial forecasts are also used to generate our
first year and multi-year plans which are in Going Concern, Viability and Goodwill impairment assessments.
There are other areas of potential cost that relate to climate change as shown on page 52. Beyond the known incremental costs of
mitigating either the transitional or physical risks of climate change, these risks are regularly monitored and will be included in our cost
estimation/planning processes as and when they arise. Currently, this is most typically seen through an increase in material prices due to
energy price inflation, albeit it is hard to distinguish the precise cause of energy price inflation between climate related impacts or other
geo-political events impacting energy security.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
167
NOTES TO THE FINANCIAL STATEMENTS
continued
2. REVENUE
Revenue on contracts recognised at a point in time
Revenue is recognised at a point in time when the customer obtains control of the land or completed home at legal completion
at which point the Group has fulfilled its performance obligations. This revenue is recognised at the fair value of the consideration
received or receivable, net of value added tax and discounts.
In certain instances, property may be accepted in part consideration for a sale of a residential property. The fair value of part
exchange properties is established by independent surveyors, reduced for costs to sell. The original sale is recorded in the normal
way, with the fair value of the exchanged property in lieu of cash receipts. Proceeds generated from the subsequent sale of part
exchange properties are recorded within point-in-time revenue.
Cash incentives are considered to be a discount from the purchase price offered to the acquirer and are therefore accounted for as
a reduction to revenue.
Revenue on contracts recognised over time
Revenue is recognised over time when the Group transfers control of the development to the customer as the development
progresses. The Group measures progress towards completion by reference to the stage of completion of development. This is
normally measured by either:
- a survey of work performed when the development has multiple customers; or
- the proportion of total costs incurred at the reporting date relative to the estimated total cost of the contract
As the build progresses, customer-controlled assets are created, with the design tailored to the specification of the customer.
The Group has an enforceable right to be paid for the work completed to date and invoices are issued and paid over the life of the
development. Variations in contract work and claims are included to the extent that it is highly probable that there will not be a
significant reversal when the value of such payments is finalised.
Where progress towards the satisfaction of performance obligations cannot be reasonably determined, revenue is recognised over
time as the work is performed to the extent that costs have been incurred and are expected to be recoverable. All contract costs
are recognised as expenses in the period in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately within
cost of sales.
The application of the above policies requires estimates to be made in respect of the total expected costs to complete for
each site. The Group has in place established internal control processes to ensure that the evaluation of costs and revenues is
based upon appropriate estimates.
Where the Group provides design, construction, and mobilisation activities on a development across multiple unit simultaneously,
this is considered to represent one performance obligation. Where these services are provided across multiple development sites,
each site is typically considered to represent a distinct performance obligation.
REVENUE BY TYPE
2023
£m
2022
£m
(restated)
OPEN MARKET SALES:
Point-in-time 1,583.6 1,792.2*
PARTNER FUNDED SALES:
Over time 1,806.5 911.8
Point-in-time 174.1 67.3
Revenue 3,564.2 2,771.3
* The Group had historically presented the net of the part exchange revenue and cost of sales within cost of sales, however, it has now amended
its accounting policy to present revenue and cost of sales gross for part exchange transactions. The 2022 comparatives have been restated on
this basis.
As at 31 December 2023 the aggregate amount of the transaction price allocated to unsatisfied performance obligations on
contracts was £3,722.9m (2022: £3,118.0m), of which approximately £1,755.8m (2022: £1,562.0m) is expected to be recognised as
revenue during 2024.
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3. OTHER OPERATING INCOME
Joint arrangement management fee income is recognised as the Group fulfils its obligations under the contract over time.
Government grant income is recognised when there is reasonable assurance that the Group will be able to comply with the conditions
attached to the grant and that the grant will be received. Grant income is recognised in other operating income as it represents a
contribution to the sales price.
2023
£m
2022
£m
Joint arrangement management fee income 50.7 29.9
Government grant income 40.4 6.4
Other 9.4 21.4
Other operating income 100.5 57.7
4. ADJUSTED PROFIT AND LOSS MEASURES
In addition to the reported International Financial Reporting Standards (IFRS) measures, the Group provides adjusted measures which are
not defined or specified under the requirements of IFRS. The Directors believe those adjusted measures provide important additional
information about the Group’s performance in the financial year. We have therefore included these adjusted measures below, combined
with a comprehensive list of other adjusted measures on page 30 to 33 of the Annual Report.
2023 2022
Revenue
£m
Operating
profit
£m
Net financing
expenses
£m
Profit before
tax
£m
Revenue
£m
Operating
profit
£m
Net financing
expense
£m
Profit before
tax
£m
Reported measures
3,564.2 311.8 (63.0) 304.8 2,771.3 212.5 (12.2) 247.5
Adjusting items:
Share of joint ventures
1
477.9 83.6 (25.2) 2.4 343.8 68.5 (21.3) -
Exceptional costs
2
- 46.2 19.4 65.6 - 153.0 0.8 153.8
Amortisation of acquired
intangible assets
3
- 46.3 - 46.3 - 17.1 - 17.1
Total adjusting items
477.9 176.1 (5.8) 114.3 343.8 238.6 (20.5) 170.9
Adjusted measures
4,042.1 487.9 (68.8) 419.1 3,115.1 451.1 (32.7) 418.4
1. The Group undertakes a significant portion of its activities through joint ventures with its partners. In accordance with IFRS, the Group’s Statement of Profit
and Loss and Other Comprehensive Income includes its share of the post-tax results of joint ventures within a single line item. The Directors believe that
showing the Group’s share of revenue, operating profit, net financing expenses and profit before tax from joint ventures within the respective adjusted
measures better reflects the full scale of the Group’s operations and performance.
2. Exceptional costs are those which the Directors consider to be material by size and irregular in nature. The adjusted measures exclude these items in
order to clearly show the underlying business performance of the Group.
3. The amortisation charge relates to intangible assets which arose on the acquisitions of Linden Homes and Partnerships from Galliford Try PLC and of
Countryside Partnerships PLC. The charge is non-cash and was set at the time of the acquisition. The Directors consider that this needs to be adjusted
in the adjusted measure to show the underlying business performance of the Group more clearly.
ADJUSTED EARNINGS PER SHARE (EPS)
2023 2022
Adjusted profit before tax (£m) 419.1 418.4
Adjusted income tax expense (£m) (113.8) (93.8)
Adjusted earnings (£m) 305.3 324.6
Weighted average number of ordinary shares (m) 346.0 236.2
Adjusted basic earnings per share (p) 88.2 137.5
Annual Report and Accounts 2023
|
169
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
4. ADJUSTED PROFIT AND LOSS MEASURES continued
EXCEPTIONAL EXPENSES
Exceptional items are those which, in the opinion of the Board, are material by size and irregular in nature and therefore require
separate disclosure within the Statement of Profit and Loss in order to assist the users of the financial statements in understanding
the underlying business performance of the Group. Restructuring expenses are those expenses, such as termination of third-party
distributor agreements, severance and other non-recurring items directly related to restructuring and integration activities that do
not reflect the Group’s trading performance.
2023
£m
2022
£m
Restructuring expenses relating to the Group’s change in strategy 29.6 -
Restructuring and integration expenses relating to the Combination with Countryside 16.7 56.8
Fire safety - impact of second staircase regulations 18.5 -
Fire safety - (release of)/addition to fire safety provision (18.6) 96.2
Fire safety - impact of discounting on the fire safety provision 19.4 0.8
Exceptional expenses 65.6 153.8
On 11 September 2023, the Group announced an update to the strategy to fully focus on a Partnerships Model. The restructuring
expenses of £29.6m incurred in the year as a result of this event largely include one-off restructuring and office closure costs.
On 11 November 2022, the Group completed the Combination with Countryside Partnerships PLC. The restructuring and integration
expenses of £16.7m incurred in the year ended 31 December 2023 relate to further integration and restructuring of the Group.
In respect of fire safety, an additional provision of £12.3m and an inventory impairment of £6.2m relating to the update to the second
staircase regulations have been recognised in the year.
The release of £18.6m in unused fire safety provision related to mitigated inflation. The impact of discounting on the fire safety
provision of £19.4m reflects the discount unwind on the long-term liability for the year. The net impact of these two items is an
increase in the provision of £0.8m.
5. PROFIT BEFORE TAX
Profit before tax is stated after charging:
Note
2023
£m
2022
£m
Depreciation of property, plant and equipment
13 3.0 2.2
Depreciation of right-of-use assets
14 24.4 15.6
Amortisation of intangible assets
12 46.7 17.4
Personnel expenses (not capitalised into work in progress)
227.8 143.7
Inventories expensed in the year
2,522.5 1,772.9
Exceptional expenses
4 65.6 153.8
AUDITOR‘S REMUNERATION
2023
£m
2022
£m
Fees payable to the Company’s auditors for the audit of the Company and
Group’s annual accounts
1.0 1.2
FEES PAYABLE TO THE COMPANY’S AUDITORS AND ITS ASSOCIATES FOR OTHER SERVICES:
Audit of the accounts of subsidiaries*
1.0 0.8
Audit-related assurance services
0.1 0.1
Non-audit fees**
- 1.1
Fees charged to profit before tax
2.1 3.2
* 2023 includes an incremental audit fee of £0.2m relating to a one off audit of 2022 subsidiary financial statements which were prepared to align their
year end date from 30 September to 31 December.
**The Group incurred non-audit fees during 2023 relating to a technical accounting subscription service (£1k). In 2022, non-audit fees related to a
technical accounting subscription service (£1k) and for work performed over the proforma financial information relating to the Combination (£1,095k).
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6. DIRECTORS AND EMPLOYEE COSTS
The monthly average number of employees of the Group, all of whom were employed in the United Kingdom on the Group’s principal
activity, together with personnel expenses, are set out below:
AVERAGE EMPLOYEE NUMBERS
-
GROUP
2023
2022
Average employee numbers4,8723,544
The Company had no employees (2022: nil) and therefore £nil personnel expenses during 2023 (2022: £nil).
A breakdown of employee numbers as at 31 December split by type of role is included on page 45.
PERSONNEL EXPENSES
–
GROUP
2023 2022
£m£m
Wages and salaries
342.2
235.9
Social security contributions
38.6
Contributions to defined contribution plans
18.8
10.2
Expenses related to defined benefit plans
1.4
1.4
Equity-settled share-based payments
8.0
6.3
Personnel expenses
409.0
283.1
The aggregate remuneration for the Group’s Directors during 2023 was £6.3m (2022: £6.2m), which is shown in further detail on page
119 in the Directors’ Remuneration Report. The highest paid Director is the Chief Executive Officer, details of the remuneration is also
provided on page 119 of the Directors’ Remuneration Report. The Executive Leadership Team (ELT) and the Non-Executive Directors as
shown on page 7 and page 76 respectively are considered to be the only key management personnel.
A summary of key management personnel remuneration is as follows:
2023 2022
£m£m
Short-term employee benefits
7.5
6.1
Social security contributions
1.0
0.9
Share-based payment expenses
4.2
2.2
Key management personnel remuneration
12.7
9.2
The above table reflects remuneration only for the period in which the individuals were key management personnel during the year.
SHARE
-
BASED PAYMENTS
The Group issues equity-settled share-based payments to certain employees in the form of share options over shares in the Company.
Equity-settled share-based payments are measured at fair value at the date of grant calculated using an independent option valuation
model, taking into account the terms and conditions upon which the options were granted. The fair value is expensed on a straight-
line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest, with a corresponding credit to
equity, except when the share-based payment is cancelled, in which case the charge will be accelerated.
The Group operated three equity-settled share-based payment arrangements which are set out below.
LONG
-
TERM INCENTIVE PLAN
A long-term incentive plan for Executive Directors and senior executives was approved by shareholders at a General Meeting in
December 2019. The first grant of awards under this plan was made in 2020. Details of the vesting conditions of these awards are laid out
in the Directors’ Remuneration Report on pages 115 to 131.
SAVE AS YOU EARN SHARE OPTIONS
The Vistry Group PLC Save As You Earn Option Scheme was established in 2007 and renewed in 2017. As part of the Combination the
Group offered replacement options for two SAYE schemes which were granted by Countryside in 2020 and 2022.
Share options held in the Save As You Earn Option Scheme are not subject to performance conditions and may under normal
circumstances be exercised during the six months after maturity of the agreement. Save As You Earn share options are generally
exercisable at an exercise price which includes a 20% discount to the market price of the shares at the date of grant.
Annual Report and Accounts 2023
|
171
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
6. DIRECTORS AND EMPLOYEE COSTS continued
DEFERRED BONUS SCHEME
The Deferred Bonus Plan was approved and implemented in 2022, with one third of the Executive Leadership Team bonus
award deferred into shares under the terms of the plan. Details of these awards are laid out in the Directors’ remuneration report on
pages 115 to 131.
MOVEMENTS IN THE NUMBER OF SHARE OPTIONS OUTSTANDING
Number of share options
In thousands
Long-term
incentive plan
Deferred
bonus scheme
Save As
You Earn
As at 1 January 2023
3,071
139
2,356
Granted
2,301 202 1,466
Lapsed
(676) - (698)
Exercised
(93) - (529)
As at 31 December 2023
4,603 341 2,595
Exercisable as at 31 December 2023
812 - 474
Weighted average remaining contractual life (years)
7.9 0.8 2.3
Range of exercise prices (£)
- - 4.68 - 9.30
Number of share options
In thousands
Long-term
incentive plan
Deferred
bonus scheme
Save As
You Earn
As at 1 January 2022
2,361
-
1,790
Granted
1,185 139 344
Acquired during the Combination
- - 562
Lapsed
(416) - (61)
Cancelled
- - (265)
Exercised
(59) - (14)
As at 31 December 2022
3,071 139 2,356
Exercisable as at 31 December 2022
502 - 4
Weighted average remaining contractual life (years)
7.8 1.3 2.3
Range of exercise prices (£)
- - 4.68 - 9.30
All share options under the long-term incentive plan and the deferred bonus scheme have a weighted average exercise price of
£nil (2022: £nil). The weighted average exercise price of Save As You Earn share options outstanding as at 31 December 2023 is £5.90
(2022: £5.89).
The weighted average fair value of the options granted during the year determined using the Monte Carlo model was £4.49 per
option (2022: £5.40). The significant inputs into the model were a weighted average share price of £7 . 3 4 (2022: £9.56) at the grant
date, volatility of 3 8% (2022: 46%), an expected option life of 5 years (2022: 5 years) and an annual risk-free rate of 3 . 3 9% (2022: 1.32%).
The volatility is measured at the standard deviation of continuously compounded share returns, based on statistical analysis of daily
share prices over the last 3 years.
For the year ended 31 December 2023, the share-based payment expense recorded in the Statement of Profit and Loss was £8.0m
(2022: £6.3m).
7. NET FINANCING EXPENSES
Finance income principally relates to interest income earned on loans made to joint ventures and amounts earned from cash held.
Finance costs are included in the measurement of borrowings at their amortised cost to the extent that they are not settled in the
year in which they arise.
Finance expenses predominantly relate to interest charges on external borrowings, lease liabilities and deferred land creditors.
The finance costs and income associated with the time value of money on discounted payables and receivables are recognised
within finance costs and income as the discount unwinds over the life of the relevant item.
Exceptional finance costs relate to the unwinding of the discounting on the Group’s fire safety provision.
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7. NET FINANCING EXPENSES continued
Note
2023
£m
2022
£m
Interest accrued on loans to joint ventures
15.1 12.6
Bank interest
5.2 1.1
Net pension finance credit 17
1.7 0.8
Finance income 22.0 14.5
Imputed interest on deferred term land
(11.5) (7.1)
Interest on lease liabilities 14
(5.5) (1.4)
Exceptional interest on fire safety provision
(19.4) (0.8)
Bank, commitment fees and other interest
(48.6) (17.4)
Finance expenses (85.0) (26.7)
Net financing expenses (63.0) (12.2)
8. INCOME TAX EXPENSE
Income tax expense comprises of the current and deferred tax recognised as an expense during the year. Income tax expense is
recognised in the Statement of Profit and Loss except to the extent that it relates to items recognised directly in equity, in which case
it is recognised in equity.
Note
2023
£m
2022
£m
CURRENT TAX
Current year excluding residential property developer tax
40.9 64.1
Residential property developer tax
7.6 10.0
Adjustments in respect of prior periods
(3.6) (19.4)
44.9 54.7
DEFERRED TAX
Origination and reversal of temporary differences 16
34.0 (17.9)
Adjustments in respect of prior periods 16
2.5 6.4
36.5 (11.5)
Income tax expense 81.4 43.2
RECONCILIATION OF EFFECTIVE TAX RATE
2023
£m
2022
£m
Profit before tax 304.8 247.5
Income tax on profit before tax at standard UK corporation tax rate (23.5%) (2022: 19.0%) 71.7 47.0
Residential property developer tax 8.6 10.0
Non-deductible expenses 0.4 5.3
Tax effect of share of results of joint ventures (2.0) (6.7)
Effect of changes in tax rates 3.3 0.4
Adjustments to the tax charge in respect of prior periods (1.1) (13.1)
Other timing differences 0.5 0.3
Income tax expense 81.4 43.2
Effective tax rate 26.7% 17.4%
Annual Report and Accounts 2023
|
173
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
8. INCOME TAX EXPENSE continued
The Group’s effective tax rate of 26.7% (2022: 17.4%) is higher than the weighted statutory rate of corporation tax of 23.5% (2022: 19.0%)
principally due to the Residential Property Developer Tax (‘RPDT’) charge in the year.
The corporation tax rate increased from 19% to 25% with effect from 1 April 2023. Deferred taxes as at 31 December 2023 have been
measured using enacted rates and reflected in these financial statements. In addition, the RPDT was introduced in April 2022 and
charged at a rate of 4% of relevant taxable profits.
OECD PILLAR TWO MODEL RULE
The Group is within the scope of the enacted OECD Pillar Two legislation which will be effective for the Group’s financial year
beginning 1 January 2024. The Group is primarily a UK group and does not operate in any non-UK jurisdiction. The Group has applied
the mandatory temporary exception under IAS 12 in relation to the accounting for deferred taxes arising from the implementation of
the Pillar Two legislation.
Under the legislation, the Group is liable to pay a Domestic Top-up Tax (DTT) where UK profits are taxed below the minimum rate
of 15%. The Group’s effective tax rate for the period, calculated in accordance with IAS 12, is greater than 15% and the Group is not
currently aware of any circumstances under which this might change. Therefore, the Group does not expect a potential exposure to
any Pillar Two top-up tax.
RECOGNISED DIRECTLY IN GROUP STATEMENT OF CHANGES IN EQUITY
OR IN THE GROUP STATEMENT OF COMPREHENSIVE INCOME
Note
2023
£m
2022
£m
Deferred tax relating to actuarial movements on pension scheme 16 0.7 2.4
Deferred tax relating to share-based payments 16 3.3 (0.4)
Deferred tax recognised directly in equity or Other Comprehensive Income 4.0 2.0
9. EARNINGS PER SHARE
PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
2023
£m
2022
£m
Profit for the year attributable to equity holders of the parent 223.4 204.3
Profit for the year attributable to equity holders of the parent (before exceptional items,
tax on exceptional items and amortisation of acquired intangible assets)
305.3 324.6
EARNINGS PER SHARE
Note 2023 2022
Basic earnings per share
64.6p 86.5p
Diluted earnings per share
63.7p 86.3p
Adjusted basic earnings per share 4 88.2p 137.5p
WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR
Basic
2023
m
Diluted
2023
m
Basic
2022
m
Diluted
2022
m
Weighted average number of ordinary shares for the year ended 31 December 346.0 350.6 236.2 236.7
The basic earnings per ordinary share is calculated by dividing the profit for the year attributable to equity holders by the weighted
average number of ordinary shares outstanding during the year, excluding treasury shares and shares held in the Employee Stock
Ownership Plan (ESOP) Trust.
The diluted earnings per ordinary share uses an adjusted weighted average number of shares and includes shares that are potentially
outstanding in relation to the equity-settled share-based payment arrangements. The potential dilutive effect of ordinary shares
issuable under equity-settled share-based payment arrangements is 4.6m (2022: 0.5m).
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10. DISTRIBUTIONS
DIVIDENDS
The following dividends were paid by the Group:
2023
£m
2022
£m
Prior year final dividend per share of 32p (2022: 40p) 110.4 88.8
Current year interim dividend per share of nil (2022: 23p) - 50.1
110.4 138.9
SHARE BUYBACK
On 11 September 2023, the Group announced that it was commencing a share buyback programme to repurchase up
to £55.0m of ordinary shares. As at 31 December 2023, the Group had repurchased
636,254 shares at a cost of £5.3m. In the
period from 1 January 2024 to 23 February 2024, the Company purchased a further 5.1m ordinary shares, which were also subsequently
cancelled, for a total consideration of £49.8m (including stamp duty and fees).
In line with the Group’s capital allocation policy the Board is announcing a further ordinary share buyback programme of up to £100m
which is expected to commence in April 2024. This buyback is an ordinary distribution to shareholders and will be in lieu of a final
dividend payment.
11. GOODWILL
Goodwill represents the value of people, track record and expertise acquired within business acquisitions that are not capable
of being individually identified and separately recognised. It is calculated by deducting the fair value of the assets and liabilities
acquired which are individually identified and separately recognised from the fair value of consideration payable.
The Group adopted a new strategy during the year to fully focus its operations on its Partnerships business model and restructured
its operating divisions accordingly. As a result, the Group now has only one cash generating unit (CGU) which represents the
lowest level within the Group at which goodwill is monitored for internal management purposes and is not larger than the
operating segment.
Goodwill is reviewed annually for impairment, or more regularly where there is a triggering event. If the carrying value of the
goodwill was found to exceed the value in use, an impairment would be required.
Goodwill of £827.6m (2022: £804.7m) comprises £280.1m (2022: £257.2m) on the Combination with Countryside Partnerships PLC
in 2022 and £547.4m which arose on the acquisition of the Linden and Partnerships businesses from Galliford Try PLC in 2020.
The increase in the year of £22.9m arose as a result of finalising the acquisition accounting on the Combination as described in note 26.
KEY ASSUMPTIONS USED FOR VALUE
-
IN
-
USE CALCULATIONS
The Group uses cash flow projections based on financial forecasts approved by the Board covering a five-year period from 31 December
2023. Cash flows beyond the five-year period are extrapolated using a terminal growth rate of 1%, which is consistent with the United
Kingsom long-term industry growth rate. The key assumptions in the value-in-use calculations are those regarding forecast revenue and
margin, investment in land and inventory and discount rates, as detailed below:
ASSUMPTION APPROACH USED IN DETERMINING VALUES
Revenue
Volumes reflect historical experience of economic downturns and management’s expectation of growth based on
the Group’s strategy and expected market demand. Pricing expectations take account of local market conditions, as
well as demand and product mix
Gross margin
Based on historical experience and expected gross margin, partly driven by the embedded land bank margin.
These cash flows have included estimated costs of meeting climate change challenges as regulated by the Future
Homes Standard
Land and
inventory
investment
Expected cash investment in land and inventories to fund future growth. This is based on the experience of
management and committed future land spend in addition to the planned strategy
Pre-tax
discount rate
The discount rate of 15.0% is pre-tax and reflects the current market assessment of the time value of money and the
risks specific to the Group. In the prior year the Group had three CGUs with discount rates ranging from 14.1%
to 20.3%
No impairment of goodwill has been identified. As at 31 December 2023 the value-in-use exceeds net assets by £2,262m (2022: £1,192m).
Management have performed sensitivity analysis on the estimates of recoverable amount and concluded that there are no reasonably
possible changes in the key assumptions used within the value-in-use calculations that would cause the headroom to reduce to nil.
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NOTES TO THE FINANCIAL STATEMENTS
continued
12. INTANGIBLE ASSETS
Intangible assets are recorded at cost or acquisition fair value, less accumulated amortisation. Brand names and customer
relationships and contracts acquired in a business combination are recognised at fair value at the acquisition date. Brand names
consist of the Linden and Countryside acquired brands and are amortised on a straight-line basis over a 25-year period. Customer
relationships and contracts are amortised on a straight-line basis over a period of 5 to 15 years. All amortisation is recorded within
administrative expenses.
COST
Customer
relationships and
contracts
£m
Brand names
£m
Other intangible
assets
£m
Total
£m
As at 1 January 2022
117.3 37.3 2.6 157.2
Additions
- - 0.1 0.1
Acquired as a result of the Combination
245.8 103.2 - 349.0
Impairment
- (3.5) - (3.5)
As a 31 December 2022 and 31 December 2023
363.1 137.0 2.7 502.8
ACCUMULATED AMORTISATION
As at 1 January 2022 25.5 3.0 0.9 29.4
Charge for the year
15.1 1.9 0.4 17.4
As at 31 December 2022
40.6 4.9 1.3 46.8
Charge for the year
40.8 5.5 0.4 46.7
As at 31 December 2023 81.4 10.4 1.7 93.5
NET BOOK VALUE AT 31 DECEMBER
2022 322.5 132.1 1.4 456.0
2023 281.7 126.6 1.0 409.3
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13. PROPERTY, PLANT AND EQUIPMENT
Plant and equipment is recorded at cost less accumulated depreciation. The sub-categories are depreciated as follows:
• Freehold buildings on a 2% straight-line basis;
• Furniture, fittings and leasehold improvements on a 25% reducing balance basis, other than computer equipment which is
depreciated on a straight-line basis over 3 years and leasehold improvements which are on a 10% straight-line basis or over the
lease term (if shorter);
• Plant and equipment on a 33.3% reducing balance basis .
COST
Freehold
buildings
£m
Furniture,
fittings and
leasehold
improvements
£m
Plant and
equipment
£m
Total
£m
As at 1 January 2022 1.7 6.8 1.6 10.1
Additions - 0.9 0.7 1.6
Additions acquired as a result of the Combination - 12.2 5.9 18.1
Impairment - (1.0) - (1.0)
Disposals (0.2) - (0.1) (0.3)
As at 31 December 2022 1.5 18.9 8.1 28.5
Additions - 1.4 1.4 2.8
Reclassifications - 1.9 (1.9) -
Disposals - (0.6) - (0.6)
As at 31 December 2023 1.5 21.6 7.6 30.7
ACCUMULATED DEPRECIATION
As at 1 January 2022 - 4.2 1.2 5.4
Charge for the year 0.2 1.6 0.4 2.2
Disposals - - - -
As at 31 December 2022 0.2 5.8 1.6 7.6
Charge for the year - 2.1 0.9 3.0
Reclassifications - 1.7 (1.7) -
As at 31 December 2023 0.2 9.6 0.8 10.6
NET BOOK VALUE AS AT 31 DECEMBER
2022 1.3 13.1 6.5 20.9
2023 1.3 12.0 6.8 20.1
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NOTES TO THE FINANCIAL STATEMENTS
continued
14. RIGHT
-
OF
-
USE ASSETS AND LEASE LIABILITIES
Where the Group is a lessee, a right-of-use asset and lease liability are recognised at the commencement of the lease other than
those that are less than one year in duration or of a low value.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date
and discounted using the interest rate implicit in the lease or using the Group’s incremental borrowing rate, being the rate that the
Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with
similar terms and conditions.
The right-of-use asset is initially measured at cost, which comprises the amount of the lease liability, any lease payments made
at or before the commencement date, less any lease incentives received, any initial direct costs incurred by the Group and an
estimate of any costs that are expected to be incurred at the end of the lease to dismantle or restore the asset. The right-of-use
asset is subsequently depreciated over the lease term.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense.
Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise site equipment and other items less
than £3,000 in total lease costs.
RIGHT
-
OF
-
USE ASSETS COST
Premises
£m
Plant and
equipment
£m
Total
£m
As at 1 January 2022 49.8 9.4 59.2
Additions 2.1 3.7 5.8
Acquired as a result of the Combination 56.0 4.8 60.8
Impairment (4.9) - (4.9)
Modifications 1.8 - 1.8
Disposals (6.2) (2.7) (8.9)
As at 31 December 2022 98.6 15.2 113.8
Additions 27.2 9.5 36.7
Impairment (4.6) - (4.6)
Modifications (1.6) - (1.6)
Disposals (22.7) (3.6) (26.3)
As at 31 December 2023 96.9 21.1 118.0
ACCUMULATED DEPRECIATION
As at 1 January 2022 23.1 5.1 28.2
Charge for the year 12.4 3.2 15.6
Disposals (4.4) (2.8) (7.2)
As at 31 December 2022 31.1 5.5 36.6
Charge for the year 17.8 6.6 24.4
Disposals (22.5) (3.4) (25.9)
As at 31 December 2023 26.4 8.7 35.1
NET BOOK VALUE AS AT 31 DECEMBER
2022 67.5 9.7 77.2
2023 70.5 12.4 82.9
LEASE LIABILITIES
2023
£m
2022
£m
Current
24.6 14.8
Non-current
73.7 71.8
Lease liabilities
98.3 86.6
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14. RIGHT
-
OF
-
USE ASSETS AND LEASE LIABILITIES continued
RECONCILIATION OF MOVEMENT IN LEASE LIABILITIES
Premises
£m
Plant and
equipment
£m
Total
£m
As at 1 January 2022
28.5 4.6 33.1
Interest recognised
1.2 0.2 1.4
Payments made
(14.3) (3.2) (17.5)
Additions
2.9 4.0 6.9
Acquired as a result of the Combination
59.6 4.6 64.2
Modifications
0.1 - 0.1
Disposals
(1.2) (0.4) (1.6)
As at 31 December 2022
76.8 9.8 86.6
Interest recognised
4.8 0.7 5.5
Payments made
(22.2) (7.2) (29.4)
Additions
26.9 9.5 36.4
Modifications
(0.6) (0.2) (0.8)
As at 31 December 2023
85.7 12.6 98.3
LEASING ARRANGEMENTS
Minimum lease payments payable on the Group’s leases are as follows:
2023
£m
2022
£m
Less than 1 year 30.2
20.4
Between 1 and 2 years 26.0
16.5
Between 2 and 5 years 32.8
35.2
Later than 5 years 34.2
42.3
15. INVESTMENTS
Joint ventures are those entities over whose activities the Group has joint control, whereby the Group has rights to the net assets of
the entity, rather than rights to its individual assets and obligations for its individual liabilities. These arrangements are where
the Group has rights to the net assets of the joint venture and accounted for using the equity accounted basis in the Group’s
financial statements.
Losses of joint ventures in excess of the Group’s interest in those joint ventures are only recognised to the extent that the Group is
contractually liable for, or has a constructive obligation to meet, the obligations of the joint ventures.
Unrealised gains and losses on transactions with joint ventures and associates are eliminated to the extent of the Group’s interest
in the relevant joint venture. The Group’s share of joint venture results shown in the Statement of Profit and Loss reflect the Group’s
share of joint venture results shown below.
Investments in subsidiaries are carried at cost less impairment.
The Group’s and Company‘s investments are set out in the table below:
Group Company
INVESTMENTS IN SUBSIDIARIES:
2023
£m
2022
£m
(restated)
2023
£m
2022
£m
Interest in subsidiary undertakings’ shares at cost - - 2,506.3 2,498.3
INVESTMENTS IN JOINT VENTURES:
Interest in joint ventures – equity
199.6
196.7
-
-
Interest in joint ventures – loan
363.0
355.6
-
-
Total investments in joint ventures
562.6
552.3
2,506.3
2,498.3
Other investments
0.1 0.1 - -
Total investments
562.7 552.4 2,506.3 2,498.3
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NOTES TO THE FINANCIAL STATEMENTS
continued
15. INVESTMENTS continued
The movement in investments during the year is as follows:
Group Company
2023
£m
2022
£m
(restated)
2023
£m
2022
£m
As at 1 January
552.4 483.3 2,498.3 1,354.9
Reclassification of opening balance to trade and other receivables
- (67.6)*
Acquired with Countryside Partnerships PLC
(2.5) 170.0 - -
Investments in subsidiaries
- - 8.0 1,143.4
Loans advanced
194.4 139.5
- -
Loans repaid
(197.8) (188.5)
- -
Equity additions
1.0 -
- -
Share of net profit for the year
56.0 47.2
- -
Dividends received from joint ventures
(42.3) (32.8)
- -
Interest accrued on loans to joint ventures
15.1 12.6
- -
Interest received on loans to joint ventures
(6.4) (10.6)
- -
Movement on provisions against loans to joint ventures
- (0.7)
- -
Other movements
(7.2) -
- -
As at 31 December
562.7 552.4 2,506.3 2,498.3
* As discussed in note 1.8, Investments have been restated in order to reclassify amounts due from joint arrangements which are short term in nature
from Investments. The reclassified amount in the roll-forward table above of £67.6m represents the amounts due from joint arrangements as at 31
December 2021.
As at 31 December 2023 the Group held interests in joint ventures, all of which are incorporated in the United Kingdom, as set out in
note 30. Details of related party transactions with joint ventures are given in note 27.
In relation to the Group’s interest in joint ventures, the assets, liabilities, income, and expenses are shown below:
FOR THE YEAR ENDED 31 DECEMBER 2023:
STATEMENTS OF PROFIT AND LOSS
Countryside
L&Q
(Beaulieu
Park) LLP
£m
Greenwich
Millennium
Village Ltd
£m
Acton
Gardens
LLP
£m
Stanton Cross
Developments
LLP
£m
Clapham Park
(Metropolitan
Countryside)
LLP
£m
Other
£m
Total
£m
Group’s
share
£m
Revenue 64.0 50.8 40.3 49.3 55.7 720.2 980.3 477.9
Gross profit 19.0 11.7 4.3 19.1 10.9 108.9 173.9 85.6
Overheads (0.2) (1.4) (0.1) - (0.1) (2.3) (4.1) (2.0)
Operating profit 18.8 10.3 4.2 19.1 10.8 106.6 169.8 83.6
Finance income / (expense) 0.2 - - (2.3) (0.2) (67.5) (69.8) (25.2)
Income tax expense - (2.6) - - - (2.1) (4.7) (2.4)
Profit for the year 19.0 7.7 4.2 16.8 10.6 37.0 95.3 56.0
Total comprehensive income 19.0 7.7 4.2 16.8 10.6 37.0 95.3 56.0
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STATEMENTS OF FINANCIAL POSITION
Total assets excluding cash & cash
equivalents
68.9 74.7 23.8 156.8 27.3 1,524.1 1,875.6 934.5
Cash & cash equivalents 0.7 21.5 0.6 11.8 7.3 75.7 117.6 57.6
Current liabilities (65.4) (16.2) (27.1) (35.8) (37.9) (1,320.4) (1,502.8) (748.0)
Non-current liabilities - - - (37.8) - (159.5) (197.3) (98.7)
Net assets of joint ventures 4.2 80.0 (2.7) 95.0 (3.3) 119.9 293.1 145.4
Group’s share 50% 50% 50% 50% 50%
Group’s share of net assets 2.1 40.0 (1.4) 47.5 (1.7) 58.9 145.4 145.4
Amounts recoverable from joint
ventures (net of provisions)
25.7 - 5.3 - 6.7 325.3 363.0
Consolidation adjustments 1.1 - 1.4 (3.2) 1.7 53.3 54.3
Carrying value of investment 28.9 40.0 5.3 44.3 6.7 437.5 562.7
FOR THE YEAR ENDED 31 DECEMBER 2022:
STATEMENTS OF PROFIT AND LOSS
Countryside
L&Q
(Beaulieu
Park) LLP
£m
Greenwich
Millennium
Village Ltd
£m
Acton
Gardens
LLP
£m
Stanton Cross
Developments
LLP
£m
Linden
(Basingstoke)
Ltd
£m
Other
£m
Total
£m
Group’s
share
£m
Revenue 16.5 6.7 6.2 28.3 62.0 668.9 788.6 343.8
Gross profit 5.6 2.9 1.7 5.7 12.8 110.2 138.9 69.3
Overheads - (0.2) - - - (1.3) (1.5) (0.8)
Operating profit 5.6 2.7 1.7 5.7 12.8 108.9 137.4 68.5
Finance expense - - - - (3.2) (38.4) (41.6) (21.3)
Income tax expense - (1.0) - - (3.2) (0.5) (4.7) -
Profit for the year 5.6 1.7 1.7 5.7 6.4 70.0 91.1 47.2
Total comprehensive income 5.6 1.7 1.7 5.7 6.4 70.0 91.1 47.2
STATEMENTS OF FINANCIAL POSITION
Total assets excluding cash &
cash equivalents
96.4 72.1 46.4 169.9 48.8 1,295.8 1,729.4 864.4
Cash & cash equivalents 1.3 16.2 0.8 0.2 0.6 71.3 90.4 43.9
Current liabilities (95.5) (16.1) (49.9) (46.6) (44.9) (1,136.3) (1,389.3) (693.9)
Non-current liabilities - - - (39.6) - (115.9) (155.5) (77.7)
Net assets of joint ventures 2.2 72.2 (2.7) 83.9 4.5 114.9 275.0 136.7
Group’s share 50% 50% 50% 50% 50%
Group’s share of net assets 1.1 36.1 (1.4) 42.0 2.3 56.6 136.7 136.7
Amounts recoverable from joint
ventures (net of provisions)
40.6 - 13.1 - 18.4 283.5 355.6
Consolidation adjustments 1.1 - 2.3 (3.2) 0.4 59.5 60.1
Carrying value of investment 42.8 36.1 14.0 38.8 21.1 399.6 552.4
15. INVESTMENTS continued
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NOTES TO THE FINANCIAL STATEMENTS
continued
15. INVESTMENTS continued
The Group’s material joint ventures have been updated in 2023 and have been identified in both 2023 and 2022 based on their
financial position and performance.
Countryside L&Q (Beaulieu Park) LLP (formerly ‘Countryside Zest (Beaulieu Park) LLP’) is a joint venture between Countryside
Properties (UK) Limited and L&Q New Homes Limited to develop and sell residential properties at Beaulieu Park, Chelmsford, Essex.
Greenwich Millennium Village Ltd is a joint venture between Countryside Properties (UK) Limited and Taylor Wimpey Developments
Limited to develop and sell residential properties at Greenwich Millennium Village in London.
Acton Gardens LLP is a joint venture between Countryside Properties (UK) Limited and L&Q New Homes Limited for acquisition and
re-development of land for building new homes together with associated infrastructure and community facilities.
Stanton Cross Developments LLP is a joint venture between Vistry Homes Limited and Riverside Regeneration Limited and develops
and sells residential property at Stanton Cross, Wellingborough.
Clapham Park (Metropolitan Countryside) LLP is a joint venture between Countryside Properties (UK) Limited and Metropolitan Living
Limited. Its principal activity is the development of residential property and estate regeneration in Clapham, South-west London.
Linden (Basingstoke) Ltd is a joint venture, ultimately owned between Vistry Linden Limited and Wates Group Limited and develops
and sells residential property in Basingstoke.
Other than exposure related to fire safety remedial works on joint venture properties, which are included within the Group’s provision
as at 31 December 2023, to the extent that the Group’s share of cash outflows are probable and can be reliably estimated, the Group’s
joint ventures have no significant contingent liabilities or commitments to which the Group is exposed. The Group has no significant
contingent liabilities in relation to its interest in the joint ventures.
16. DEFERRED TAX (LIABILITIES)/ASSETS
The tax currently payable or receivable is based on taxable profit or loss for the year and any adjustment to tax payable or
receivable in respect of previous years. Taxable profit or loss differs from net profit or loss 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 or asset for current tax is calculated using tax rates that have been enacted or substantively enacted by the
year end. 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 balance sheet 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.
Such assets and liabilities are not recognised if the temporary difference arises from non-tax deductible goodwill, from the initial
recognition of assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit, and from differences
relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each year end 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. Deferred tax is charged or
credited in the statement of profit or loss, except when it relates to items charged or credited directly to reserves.
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16. DEFERRED TAX (LIABILITIES)/ASSETS continued
RECOGNISED DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Net
GROUP
2023
£m
2022
£m
2023
£m
2022
£m
2023
£m
2022
£m
Inventories 77.9 112.3 - - 77.9 112.3
Employee benefits – pensions 0.9 - (9.9) (9.5) (9.0) (9.5)
Employee benefits – share-based payments 5.5 0.7 - - 5.5 0.7
Provisions 0.2 - - (0.3) 0.2 (0.3)
Intangible assets - - (118.4) (131.9) (118.4) (131.9)
Losses 19.7 25.0 - - 19.7 25.0
Corporate interest restriction 1.0 5.4 - - 1.0 5.4
Other short-term temporary differences 3.9 0.4 (2.0) (0.3) 1.9 0.1
Deferred tax (liabilities) / assets 109.1 143.8 (130.3) (142.0) (21.2) 1.8
MOVEMENT IN TEMPORARY DIFFERENCES DURING THE YEAR
GROUP
Balance
1 Jan 2023
£m
Recognised
from
Combination
£m
Recognised
in income
£m
Recognised
in equity
and other
income
£m
Balance
31 Dec 2023
£m
Inventories 112.3 9.5 (43.9) - 77.9
Employee benefits – pensions (9.5) - (0.2) 0.7 (9.0)
Employee benefits – share-based payments 0.7 - 1.5 3.3 5.5
Provisions (0.3) - 0.5 - 0.2
Intangible assets (131.9) - 13.5 - (118.4)
Losses 25.0 - (5.3) - 19.7
Corporate interest restriction 5.4 - (4.4) - 1.0
Other short-term temporary differences 0.1 - 1.8 - 1.9
Movement in temporary differences 1.8 9.5 (36.5) 4.0 (21.2)
GROUP
Balance
1 Jan 2022
£m
Recognised
from
Combination
£m
Recognised
in income
£m
Recognised
in equity
and other
income
£m
Balance
31 Dec 2022
£m
Inventories 13.9 99.9 (1.5) - 112.3
Employee benefits – pensions (11.2) 0.3 (1.0) 2.4 (9.5)
Employee benefits – share-based payments 2.4 0.2 (1.5) (0.4) 0.7
Provisions (11.7) 1.6 9.8 - (0.3)
Intangible assets (31.6) (101.2) 0.9 - (131.9)
Losses - 25.0 - - 25.0
Corporate interest restriction - 0.7 4.7 - 5.4
Other short-term temporary differences (0.3) 0.3 0.1 - 0.1
Movement in temporary differences (38.5) 26.8 11.5 2.0 1.8
UNRECOGNISED DEFERRED TAX ASSETS AND LIABILITIES
For the year ended 31 December 2023, the Group has £8.0m (2022: £8.0m) of temporary differences upon which no deferred tax has
been recognised.
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Notes to the financial statements
continued
17. RETIREMENT BENEFIT ASSETS
The Group accounts for pensions and similar benefits under IAS 19 (Revised): ‘Employee benefits’. In respect of defined benefit
schemes, the net surplus or obligation is calculated as the fair value of the scheme assets, less the estimated amount of future
benefit that employees have earned in return for their service in the current and prior years, such benefits are measured at
discounted present value. The discount rate used to discount the benefits accrued is the yield as at 31 December 2023 on AA
credit rated bonds that have maturity dates approximating to the terms of the Group’s obligations. The calculation is performed
by a qualified actuary using the Projected Unit Credit Method. The operating and financing costs of such plans are recognised
separately; service costs are spread systematically over the lives of employees and financing costs and credits are recognised
in the years in which they arise. All actuarial gains and losses are recognised immediately in the Group statement of
comprehensive income.
Payments to defined contribution schemes are charged as an expense as they fall due.
The Schemes operate under trust law and are managed and administered by the Trustees on behalf of the members in accordance
with the terms of the Trust Deed and Rules and relevant legislation. The Trustee Board for each Scheme is made up of member
appointed, Group appointed and independent trustees.
PENSION COSTS
The Group is accountable for three UK registered trust-based pensions schemes, through the Group’s principal subsidiary company
Vistry Homes Limited.
The Bovis Homes Pension Scheme (Bovis Scheme), Galliford Try Final Salary Pension Scheme (GT Scheme) and Kendall Cross (Holdings)
Limited Pension & Life Assurance Scheme (KC Scheme) are pension schemes that provide defined benefits linked to the members’
final pensionable salaries and service at their retirement (or date of leaving if earlier). All schemes are closed to new members and
future accrual.
The Trustees of each scheme are responsible for running their scheme in accordance with their scheme’s Trust Deed and Rules, which
sets out their powers. The Trustees of each scheme are required to act in the best interests of the beneficiaries of their scheme.
There are two categories of pension scheme members:
• Deferred members: former active members of the Scheme, not yet in receipt of a pension
• Pensioner members: in receipt of a pension
The Group is ultimately responsible for making up any shortfall in the scheme over a period of time agreed with the Trustee of
each scheme. To the extent that actual experience is different to that assumed, the Group’s contribution could vary in the future.
The defined benefit obligation has been calculated by approximately adjusting the results of the most recent triennial valuation
performed by the Scheme Actuaries.
The weighted average duration of the Schemes’ defined benefit obligation as at 31 December 2023 was 12 years (2022: 13 years).
RISKS
Through the Schemes, the Group is exposed to a number of risks:
• Asset volatility: defined benefit obligations are calculated using a discount rate set with reference to corporate bond yields, however
each Scheme invests in equities and other growth assets. These assets are expected to outperform corporate bonds in the long-term
but provide volatility and risk in the short term.
• Changes in bond yields: a decrease in corporate bond yields would increase the Schemes’ defined benefit obligation, however
this would be partially offset by an increase in the value of the Schemes’ bond, insured annuity and liability driven instruments
(LDI) holdings.
• Inflation risk: a significant proportion of the Schemes‘ defined benefit obligation is linked to inflation; therefore, higher inflation will
result in a higher defined benefit obligation (subject to the appropriate caps in place). Through LDI and annuities a proportion of the
assets are linked to inflation, therefore an increase in inflation would also increase the assets.
• Life expectancy: if Scheme members live longer than expected, the Schemes benefits will need to be paid for longer, increasing the
Scheme’s defined benefit obligations. This would be offset to some extent by the annuity policies held.
• Liquidity: the majority of the Schemes‘ assets are liquid.
The Trustees and Group manage risks in the Schemes through the following strategies:
• Diversification: investments are well diversified, such that the failure of any single investment would not have a material impact on the
overall level of assets.
• Investment strategy: the Trustees are required to review their investment strategy on a regular basis.
• LDI: the Schemes invest in LDI assets, whose investment returns are expected to partially hedge interest rates and inflation
movements.
The Group is recognising a surplus as the rules of each scheme state that it will be entitled to any surplus remaining if the Schemes are
run on until the last members exit the Schemes. It is anticipated that any surplus remaining would be either received as a refund or
used as a contribution to the Company‘s Defined Contributions schemes .
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Vistry Group PLC
17. RETIREMENT BENEFIT ASSETS continued
RETIREMENT BENEFIT SCHEME ASSETS AND OBLIGATIONS
2023 2022
Assets
£m
Liabilities
£m
Net
£m
Assets
£m
Liabilities
£m
Net
£m
As at 1 January 267.0 (232.7) 34.3 428.3 (383.0) 45.3
Contributions received 0.6 - 0.6 4.7 - 4.7
Benefits paid (12.9) 12.9 - (13.1) 13.1 -
Interest income / (expense) 12.5 (10.8) 1.7 7.6 (6.8) 0.8
Past service credit - - - - 1.2 1.2
Administration costs - - - (1.4) - (1.4)
Actuarial gains / (losses) - (2.4) (2.4) (159.1) 142.8 (16.3)
As at 31 December 267.2 (233.0) 34.2 267.0 (232.7) 34.3
The cumulative loss recognised in equity to date is £17.6m (2022 loss: £15.2m).
From 2023, scheme administration costs are met directly by the Group. Previously, these costs were met via scheme assets and the Group
made a subsequent contribution to the scheme assets. Therefore, there are no administration costs shown in the above reconciliation of
scheme assets, but administration costs do appear within personnel expenses in note 6.
THE MAJOR CATEGORIES OF SCHEME ASSETS ARE AS FOLLOWS:
RETURN SEEKING
2023
£m
2022
£m
Equities
21.0 46.4
OTHER
Bonds
72.0 46.9
Cash
25.5 10.1
Insured annuities
54.4 56.8
Liability driven instruments
94.3 106.8
Total market value of assets
267.2 267.0
Equities, bonds and liability driven instruments (LDIs) are held in pooled investments vehicles (PIVs), which are unquoted. The majority of
the assets held by these PIVs have a quoted market price in an active market. Cash and insured annuities are unquoted assets.
The Schemes’ assets were invested in cash, bonds, equities, insured annuities and LDIs. The value of liabilities of a defined benefit
pension scheme is particularly sensitive to changes in the discount rate applied to future liabilities (which is determined by the long-term
yield on investment grade corporate bonds or gilts) and the level of inflation (see sensitivity analysis table adjacent). The Schemes hold
matching assets (bonds, insured annuities and LDIs) which aim to hedge changes in the value of the Schemes’ liabilities. Changes in the
discount rate and inflation would therefore be partially offset by a change in the value of assets.
ASSUMPTIONS
Principal actuarial assumptions for all defined benefit schemes (expressed as weighted averages):
Group
2023
%
2022
%
Discount rate as at 31 December 4.5 4.8
Inflation - RPI 3.1 3.2
- CPI 2.8 2.8
Remaining years of life expectancies Current age at 43 Current age at 63
Men 25.1 23.7
Women 27.8 26.4
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185
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
17. RETIREMENT BENEFIT ASSETS continued
SENSITIVITY ANALYSIS
The sensitivity analysis is illustrative only and is provided to demonstrate the degree of sensitivity of results to key assumptions.
Generally, estimates are made by re-performing calculations with one assumption modified and all others held constant.
Assumption
Change in
assumption
Change in defined
benefit obligation
Discount rate +0.5%pa / -0.5%pa -6% / +7%
RPI and CPI inflation +0.5%pa / -0.5%pa +3% / -3%
Assumed life expectancy +1 year +3%
LIMITATIONS OF THE SENSITIVITY ANALYSIS
The Trustees of each scheme are required to carry out actuarial valuations every 3 years.
The most recent actuarial valuations for all three schemes were carried out as at 30 June 2022 by the schemes’ actuary. The results
have highlighted a technical funding surplus of £7.5m, £7.3m and £0.1m (deficit) respectively. Due to the quantum of the deficit, it has
been agreed that no additional contributions will be made.
All three schemes are closed to accrual and therefore no further contributions are required to cover the cost of future service accrual.
Alongside the latest valuation, the Group has also agreed the principles of a longer-term plan to bring the schemes to buy out status.
At the valuation date (30 June 2022), the Scheme Actuary estimated a buy-out shortfall (i.e. an estimate of the cash injection needed to
secure benefits with an insurer) of £12.8m for the GT Scheme, £0.9m for the Bovis Scheme and £0.5m for the KC Scheme. The shortfalls
are expected to be removed through investment returns only, although the Group has committed to making a payment of up to £2m
to the Bovis Scheme in the event of a transactable buy-out quotation being available.
Expected contributions to post-employment benefit plans for the year ending 31 December 2024 are £0.2m.
18. INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct
labour costs and those overheads, not including any general administrative overheads, that have been incurred in bringing the
inventories to their present location and condition. Net realisable value represents the estimated net selling price less estimated
total costs of completion of the finished units.
Land held for development, including land in the course of development until legal completion of the sale of the asset, is initially
recorded at cost along with any expected overage, or recognised acquisition value. An overage is the amount a landowner may be
entitled to receive when completing the sale of a piece of land, provided specific conditions stipulated in the contract are met.
Where, through deferred purchase credit terms, cost differs from the nominal amount which will actually be paid in settling the
deferred purchase terms liability, an adjustment is made to the cost of the land, the difference being charged as a finance expense.
Options in respect of land are held at the lower of their net realisable value and cost and are reviewed for impairment at each
reporting date.
Should planning permission be granted and the option be exercised, the option’s carrying value is included within the cost of
land purchased.
Investments in land without the benefit of planning consent, either through purchase of freehold land or non-refundable
deposits paid on land purchase contracts subject to residential planning consent, are capitalised initially at cost. Regular reviews
are completed for impairment in the value of these investments, which are impaired to reflect any irrecoverable element.
The impairment reviews consider the existing use value of the land and assesses the likelihood of achieving residential planning
consent and the value thereof.
Part exchange properties are held at the lower of cost and net realisable value and include a carrying value provision to cover the
costs of management and resale. Any profit or loss on the disposal of part exchange properties is recognised within cost of sales.
186
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Vistry Group PLC
18. INVENTORIES continued
Group
2023
£m
2022
£m
Work in progress 1,187.3 992.7*
Part exchange properties 31.7 23.7
Land held for development 1,881.7 1,821.7*
Inventories 3,100.7 2,838.1
* 2022 comparatives have been amended reclassifying £48.0m from land held for development to work in progress. No adjustment is necessary to the
statement of financial position or other notes because of this reclassification.
During the year, there was a net impairment charge to inventories of £4.7m (2022: £1.2m reversal) due to reductions in margins resulting
in loss-making sites.
19. TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost, less any provision
for impairment. The Group applies the IFRS 9: ‘Financial Instruments’ simplified approach to measuring expected credit losses
which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade and other
receivables have been grouped based on shared credit risk characteristics and the age of the outstanding amounts.
Group Company
2023
£m
2022
(restated)
£m
2023
£m
2022
£m
Trade receivables
406.5 308.4 - -
Amounts due from subsidiary undertakings
- - 406.9 421.1
Amounts due from joint arrangements
113.3 97.7* - -
Prepayments and accrued income
60.6 80.4 - -
Other receivables
46.0 55.6 4.7 -
Total current trade and other receivables
626.4 542.1* 411.6 421.1
Other receivables
- 1.0 - -
Total non-current trade and other receivables
- 1.0 - -
* As discussed in note 1.8, trade and other receivables for 2022 have been restated in order to reclassify amounts due from joint arrangements which are
short term in nature from Investments.
Included within trade receivables is £165.9m (2022: £159.9m) of contract assets which is principally the timing difference between the
revenue being earned and the stage payments being invoiced on long-term contracts, whereby revenue recognised exceeds the stage
payments invoiced. The above trade and other receivables are shown net of their expected credit loss allowances, which total £1.7m
(2022: £2.6m). The Group’s standard invoice payment terms are 30 days.
The above trade and other receivables are shown net of their expected credit loss allowances, which total £1.7m (2022: £2.6m).
The carrying value of amounts due from subsidiary undertakings represents the Company’s maximum credit risk. Interest is charged
on these amounts at a rate of 3.1% per annum unless the interest rate can be derived precisely from a relevant financial instrument.
The Directors consider that any expected credit loss allowance is immaterial on these balances.
Trade receivables which are past due but not impaired are not material in either year. The Directors consider that the carrying amount
of trade receivables approximates to their fair value.
Annual Report and Accounts 2023
|
187
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
20. CASH AND CASH EQUIVALENTS AND BORROWINGS
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three
months or less and are subject to insignificant risk of changes in value. Bank overdrafts that are repayable on demand and form an
integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the
Statement of cash flows.
Interest-bearing borrowings are initially recorded at fair value, net of direct issue costs, and subsequently at amortised cost.
Finance charges are accounted for on an accruals basis using the effective interest method and are added to the carrying amount
of the instrument to the extent that they are not settled in the year in which they arise. The revolving credit facility, USPP Loan, the
Term Loan and the Bilateral Term Loan are all held by the Company, Vistry Group PLC.
Net cash is defined as cash and cash equivalents less borrowings.
NET (DEBT)/CASH IS CALCULATED AS FOLLOWS:
2023
£m
2022
£m
Cash and cash equivalents 418.3 676.8
Non-current borrowings (507.1) (508.7)
Current borrowings - (49.9)
Net (debt)/cash (88.8) 118.2
INTEREST RATE PROFILE OF BORROWINGS
-
GROUP
Ax zt 31 December Rate
Available
facility
£m
Facility
maturity
Carrying
value 2023
£m
Carrying
value 2022
£m
Revolving credit facility* SONIA +160-250bps
500.0 2026 - -
Term Loan** SONIA +190-310bps
400.0 2026 400.0 400.0
USPP Loan*** 403bps
100.0 2027 104.6 105.6
Prepaid facility fee n/a
n/a n/a (4.2) (4.2)
Homes England development loan ECRR +120-220bps
10.7 2029 6.7 7.3
Overdraft facility BoE Base +150bps
5.0 2025 - -
Non-current borrowings
1,015.7 507.1 508.7
Bilateral Term Loan**** SONIA +265bps
- 2023 - 50.0
Prepaid facility fee n/a
n/a n/a - (0.1)
Current borrowings
- - 49.9
Total borrowings
1,015.7 507.1 558.6
* This facility commenced on 17 December 2021. This is a sustainability linked finance agreement with a margin ratchet of +/-2.5bps in addition to the
rate above, dependent on performance against sustainability KPIs. The facility includes two options to extend the agreement by one year, the first of
which was exercised in November 2022, extending the facility maturity to 16 December 2026.
** The term loan was entered into on 5 September 2022 with an original expiry date of 31 March 2025. In December 2023, this expiry date was extended
for a further 18 months, with the loan now maturing in September 2026.
*** The carrying value is quoted including the impact from the fair value of future interest payments as the loan was acquired as part of historical
acquisitions.
**** This £50m term loan was repaid on 17 March 2023.
The £500m four-year revolving credit facility syndicate comprises eight banks, six of which form the syndicate for the £400m Term
Loan. The revolving credit facility, Term Loan and USPP Loan all include a covenant package, covering interest cover, gearing and
tangible net worth requirements, which are tested semi-annually.
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|
Vistry Group PLC
20. CASH AND CASH EQUIVALENTS AND BORROWINGS continued
INTEREST RATE PROFILE OF BANK AND OTHER LOANS
-
COMPANY
As at 31 December Rate
Available
facility
£m
Facility
maturity
Carrying
value 2023
£m
Carrying
value 2022
£m
Revolving credit facility SONIA +160-250bps
500.0 2026 - -
Term Loan SONIA +190-310bps
400.0 2026 400.0 400.0
USPP Loan 403bps
100.0 2027 100.0 100.0
Prepaid facility fee n/a
n/a n/a (4.2) (4.2)
Overdraft facility BoE Base +150bps
5.0 2025 - -
Non-current borrowings
1,005.0 495.8 495.8
Bilateral Term Loan SONIA +265bps
- 2023 - 50.0
Prepaid facility fee n/a
n/a n/a - (0.1)
Current borrowings
- - 49.9
Total borrowings
1,005.0 495.8 545.7
21. TRADE AND OTHER PAYABLES
Trade payables on normal terms are not interest bearing and are stated initially at their fair value and subsequently at amortised cost.
They are classified as current liabilities if payment is due within 12 months. If not, they are classified as non-current liabilities.
Trade payables on deferred payment terms, particularly in respect of land, are recorded at their fair value at the date of acquisition
of the asset to which they relate. The discount to fair value relating to the liability is amortised over the period of the credit term and
charged to finance costs using the effective interest rate method.
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Trade payables
751.0 738.4 - -
Taxation and social security
6.8 17.3 - -
Amounts payable to joint arrangements
126.0 147.4 - -
Other payables
26.4 39.3 - -
Accruals
391.6 333.8 54.0 3.5
Deferred income
180.1 156.5 - -
Total current trade and other payables
1,481.9 1,432.7 54.0 3.5
Trade payables
341.0 334.5 0.8 0.8
Total non-current trade and other payables
341.0 334.5 0.8 0.8
Included within deferred income is £73.9m (2022: £40.3m) of contract liabilities which is principally the timing difference between
the invoice being raised on stage payments for long-term contracts and when the revenue has been earned, whereby stage payments
invoiced exceed revenue recognised.
The Group’s non-current liabilities largely relate to land purchased on extended payment terms. An ageing of land creditor repayments is
provided in note 24.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
Annual Report and Accounts 2023
|
189
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
22. PROVISIONS
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event which is
probable to result in an outflow of economic benefits that can be reliably estimated. If the effect is material, provisions are
determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability.
Fire safety
£m
Site-related
£m
Restructuring
£m
Other
£m
Total
£m
As at 1 January 2022
25.2 7.2 - 7.0 39.4
Additions acquired as a result of the Combination 191.8 8.1 - 8.7 208.6
Additional provisions
96.1 1.5 17.0 2.7 117.3
Utilised in the year
(4.7) (0.8) - (3.5) (9.0)
Impact of discounting
0.8 - - - 0.8
Releases
- (3.1) - (0.4) (3.5)
As at 31 December 2022
309.2 12.9 17.0 14.5 353.6
Additional provisions
12.3 2.2 25.7 6.7 46.7
Utilised in the year
(33.3) (6.2) (32.8) (6.6) (78.9)
Impact of discounting
19.4 - - - 19.4
Releases
(18.6) (2.2) - (2.8) (23.6)
As at 31 December 2023
289.0 6.7 9.9 11.8 317.4
Of the total provisions detailed above £105.0m is expected to be utilised within the next year (2022: £72.9m).
FIRE SAFETY PROVISION
At the start of the financial year the Group’s fire safety provision was reflective of the Group’s commitment to the signed Developer
Remediation Contract with the Department for Levelling Up Homes and Communities. Where known obligations exist, they were
evaluated for the likely cost to complete and an appropriate provision has been recognised.
On 24 July 2023 the Government made an announcement confirming the requirement of a second staircase on residential buildings
over 18 metres tall, lowering the height requirement from the previous 30 meters at December 2022 and therefore increasing the
Group’s exposure to costs associated with fire safety. In the year the Group has recognised an increase in provision of £12.3m in
relation to the second staircase requirements.
As at 31 December 2023 the Group now holds a £289.0m provision for future obligations on remedial works and additional costs
pertaining to 327 buildings (2022: 304). The remaining remediation spend is expected to be phased relatively evenly over the next four
to five years.
Risks & estimation:
Currently proposed legislative and potential future regulatory changes create uncertainty around the extent of remediation required
for legacy buildings and the liability for such remediation. This implies inherent uncertainty as to the precise future obligations of the
Group in respect of legacy fire safety issues.
The Directors have made estimates as to the extent of the remedial works required and the associated costs, using current available
information including third-party quotations where possible. The quantification of the cost of these remedial works is inherently
complex and depends on a number of factors including the number of buildings potentially requiring remediation; the extent of
remedial works required; the size of the buildings; the timeframe over which the remediation will take place; the associated costs of
investigation, materials and labour; the potential cost of managing disruption to residents; and the impact of inflation over the next
five years. The Group has now commenced works on multiple sites and are developing a greater understanding of the complications
of delivery on occupied buildings, however every project still needs to be assessed on its own constraints.
It is also highly likely that there will be further revisions to these estimates as government legislation and regulation in this area
evolves. Management have completed extensive work to identify properties requiring remediation and considers the buildings
identified and the value of works provided for, reflect management’s best view of where remedial action is needed.
190
|
Vistry Group PLC
22. PROVISIONS continued
Sensitivity:
To date, the Group’s estimate of the costs to rectify known fire safety obligations has been in line with previous estimates. However, if
the risks identified on the previous page materialised it could result in a material adjustment to the carrying amount of the provision.
As such, a 10% increase to the estimated remediation spend assumption would result in a £26.1m increase to the provision.
RESTRUCTURING
During the year, additional restructuring and integration provisions relating to the Combination of £16.7m was created and utilised
(see note 4). Further additional provisions in the year relate to the estimated costs relating to the restructuring linked to the Group’s
change in strategy.
OTHER PROVISIONS
Other provisions primarily relate to site related costs, property related costs, such as dilapidation provisions, and expected legal and
insurance claim obligations. The increase in the restructuring
23. FINANCIAL RISK MANAGEMENT
GROUP
The Group’s activities expose it to a variety of financial risks which have been identified as: market risk, credit risk and liquidity risk.
Given that the Group trades exclusively in the UK and all financial assets and liabilities are denominated in Pounds sterling, there is no
material currency risk.
a. Market risk
Property market volatility: The Group is affected by price fluctuations in the UK housing market. These are in turn affected by the
wider economic conditions such as mortgage availability and associated interest rates, employment and consumer confidence.
Market downturns could adversely affect property valuations, sales volumes, and project profitability.
Whilst these risks are beyond the Group’s ultimate control, the Group’s mixed tenure model provides resilience by reducing the reliance
on the private for sale market. The geographical spread of the Group’s sites across the UK also reduces the risk of adverse conditions in
regional housing markets significantly impacting the Group.
Interest rate volatility: Interest rate risk reflects the Group’s exposure to fluctuations in interest rates in the market. This risk arises
from bank loans that are drawn under the Group’s loan facilities with variable interest rates based upon various interest benchmarks.
The interest rate profile of the Group’s interest-bearing financial instruments is set out in note 24.
In managing interest rates, the Group aims to reduce the impact of short-term fluctuations in the Group’s earnings, given that Group
borrowings are variable in terms of interest rate. Over the longer-term, however, permanent changes in interest rates would have an
impact on consolidated earnings. For the year ended 31 December 2023, a general increase of one percentage point in interest rates
applying for the full-year would equate to £5.9m (2022: £2.5m) of additional interest expense in 2023.
b. Credit risk
The Group’s exposure to credit risk is limited by the fact that the Group generally receives cash at the point of legal completion of its
Open Market sales. For the Group’s Partner Funded sales, the Group collects cash at regular intervals in line with build progress in order
to minimise its credit risk. The total amount outstanding from customers which are recognised as trade receivables and contract assets
arising from Partner Funded sales as at 31 December 2023 is £322.0m (2022: £261.5m).
The Group also has credit exposure through amounts recoverable from joint ventures. These amounts relate to the funding mechanism in
place to enable the joint venture to invest in land or work in progress and outstanding trading balances. The Group’s credit risk is limited
by the fact that, through our joint venture equity ownership, we retain title to our proportionate share of any assets held by the joint
venture. There are limited occasions where debt advanced to joint ventures is not proportionate to the equity holding. Additionally, the
Group performs regular credit assessments of our joint venture partners. The total amount outstanding from joint ventures was £433.7m
at the year end (2022: £408.4m).
In managing risk, the Group assesses the credit risk of its counterparties before entering into a transaction. This assessment is based upon
management knowledge, experience, and where possible independent assurance. In the event that land is disposed of, the Group seeks
to mitigate any credit risk by retaining a charge over the asset disposed of, so that in the event of default, the Group is able to seek to
recover its outstanding asset.
c. Liquidity risk
Liquidity risk is the risk that the Group will be unable to meet its liabilities when they fall due. The Group’s strategy in relation to
managing liquidity risk is to ensure that the Group has sufficient liquid funds to meet all its potential liabilities as they fall due.
The Group’s banking arrangements outlined in note 20 are considered to be adequate in terms of flexibility and liquidity for the Group’s
medium-term cash flow needs, thus mitigating its liquidity risk. The Group’s approach to assessment of liquidity risk is outlined in the
going concern sub-section in the risk management section on page 68.
Annual Report and Accounts 2023
|
191
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
23. FINANCIAL RISK MANAGEMENT continued
COMPANY
The Company’s activities expose it to a limited number of financial risks which have been identified as: credit risk and liquidity risk.
The Company’s exposure to credit risk is limited because all outstanding balances are receivable from companies within the Group.
The Company manages liquidity risk in the same manner as the Group described above.
24. FINANCIAL INSTRUMENTS
ESTIMATION OF FAIR VALUES
The following summarises the major methods and assumptions used in estimating the fair values of financial instruments:
LAND PURCHASED ON EXTENDED PAYMENT TERMS
When land is purchased on extended payment terms, the Group initially records it at its fair value with a land creditor recorded for any
outstanding monies based on this fair value assessment. Fair value is determined as the outstanding element of the price paid for the
land discounted to present day. The difference between the nominal value and the initial fair value is amortised over the period of the
extended credit term and charged to finance costs using the ‘effective interest’ method, increasing the value of the land such that at the
date of maturity the land creditor equals the payment required.
Land creditor
(estimated
ageing)
Balance as at
31 Dec
£m
Total contracted
cash payment
£m
Due within
1 year
£m
Between 1-2
years
£m
Between 2-3
years
£m
Between 3-4
years
£m
Between 4-5
years
£m
Due beyond
5 years
£m
2023 662.2 690.8 328.5 180.0 106.2 36.6 24.0 15.5
2022 667.4 678.8 359.8 179.4 37.6 53.2 29.7 19.1
As such, following a period of rising discount rates, the fair value of the land purchased on extended payment terms is lower than the
carrying value at £632.5m (2022: £623.7m).
BORROWINGS
The carrying amount of the Group’s borrowings approximate to fair value as they either earn a variable market interest rate or the fixed
interest rate is not materially different to current market interest rates. See note 20 for further details of loan facilities.
TRADE AND OTHER RECEIVABLES / PAYABLES
Trade and other receivables and trade and other payables (excluding land purchased on extended payment terms) approximate to
their fair value as the transactions which give rise to these balances arise in the normal course of trade and with industry standard
payment terms. Non-current trade payables comprises land purchased on extended payment terms as discussed above.
MATURITIES OF FINANCIAL INSTRUMENTS
–
GROUP
31 December 2023
Less than 6
months
£m
6-12 months
£m
Between 1-2
years
£m
Between 2-5
years
£m
Over 5 years
£m
Total
contractual
cash flows
£m
Carrying
amount
£m
NON
-
DERIVATIVE FINANCIAL ASSETS
Trade and other receivables* 441.3 - - - - 441.3 441.3
Cash and cash equivalents 418.3 - - - - 418.3 418.3
NON
-
DERIVATIVE FINANCIAL LIABILITIES
Borrowings (18.0) (18.0) (35.9) (533.7) (6.8) (612.4) (507.1)
Trade and other payables** (724.0) (585.1) (179.6) (167.2) (15.5) (1,671.4) (1,642.7)
Lease liabilities (15.1) (15.1) (26.0) (32.8) (34.2) (123.2) (98.3)
Net financial assets/(liabilities) 102.5 (618.2) (241.5) (733.7) (56.5) (1,547.4) (1,388.5)
*Trade and other receivables excluding prepayments and contract assets which are not financial instruments
**Trade and other payables excluding deferred income including contract liabilities which are not financial instruments
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|
Vistry Group PLC
24. FINANCIAL INSTRUMENTS continued
31 December 2022
Less than 6
months
£m
6-12 months
£m
Between 1-2
years
£m
Between 2-5
years
£m
Over 5 years
£m
Total
contractual
cash flows
£m
Carrying
amount
£m
NON
-
DERIVATIVE FINANCIAL ASSETS
Trade and other receivables* 275.5 - - - 1.0 276.5 276.5
Cash and cash equivalents 676.8 - - - - 676.8 676.8
NON
-
DERIVATIVE FINANCIAL LIABILITIES
Borrowings (66.9) (15.2) (30.4) (524.0) (7.7) (644.2) (558.6)
Trade and other payables** (776.3) (526.8) (179.4) (120.4) (19.1) (1,622.0) (1,610.7)
Lease liabilities (10.2) (10.2) (16.5) (35.2) (42.3) (114.4) (86.6)
Net financial assets/(liabilities) 98.9 (552.2) (226.3) (679.6) (68.1) (1,427.3) (1,302.6)
*Maturities of trade and other receivables have been restated to exclude contract assets which are not financial instruments. Trade and other receivables
also exclude prepayments which are not financial instruments.
**Maturities of trade and other payables have been restated to exclude contract liabilities which are not financial instruments. Trade and other payables
also exclude deferred income which is not a financial instrument.
MATURITIES OF FINANCIAL INSTRUMENTS
-
COMPANY
31 December 2023
Less than 6
months
£m
6-12 months
£m
Between 1-2
years
£m
Between 2-5
years
£m
Over 5 years
£m
Total
contractual
cash flows
£m
Carrying
amount
£m
NON
-
DERIVATIVE FINANCIAL ASSETS
Trade and other receivables* 411.6 - - - - 411.6 411.6
Cash and cash equivalents 18.9 - - - - 18.9 18.9
NON
-
DERIVATIVE FINANCIAL LIABILITIES
Borrowings (17.7) (17.7) (35.4) (532.2) - (603.0) (495.8)
Trade and other payables** (54.0) - - - (0.8) (54.8) (54.8)
Net financial assets/(liabilities) 358.8 (17.7) (35.4) (532.2) (0.8) (227.3) (120.1)
31 December 2022
Less than 6
months
£m
6-12 months
£m
Between 1-2
years
£m
Between 2-5
years
£m
Over 5 years
£m
Total
contractual
cash flows
£m
Carrying
amount
£m
NON
-
DERIVATIVE FINANCIAL ASSETS
Trade and other receivables* 421.1 - - - - 421.1 421.1
Cash and cash equivalents 0.3 - - - - 0.3 0.3
NON
-
DERIVATIVE FINANCIAL LIABILITIES
Borrowings (66.7) (15.0) (30.0) (523.1) - (634.8) (545.7)
Trade and other payables** (3.5) - - - (0.8) (4.3) (4.3)
Net financial assets/(liabilities) 351.2 (15.0) (30.0) (523.1) (0.8) (217.7) (128.6)
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NOTES TO THE FINANCIAL STATEMENTS
continued
25. ISSUED CAPITAL, SHARE PREMIUM AND MERGER RESERVE
EQUITY INSTRUMENTS
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Where there is a bonus
share issue the nominal value of the shares are deducted from reserves and recognised within share capital.
OWN SHARES HELD BY ESOP TRUST
Transactions of the Group-sponsored ESOP trust are included in the Group financial statements. In particular, the trust’s purchases
of shares in the Company are debited directly to equity through an own shares held reserve.
SHARE CAPITAL
Ordinary shares
2023
Number of
shares
m
2023
Issued capital
£m
2023
Share
premium
£m
2022
Number of
shares
m
2022
Issued
capital
£m
2022
Share
premium
£m
In issue as at 1 January
347.2 173.6 360.8 222.3 111.2 361.1
Issued for cash
0.1 - 0.2 - - 0.1
Cancellation of shares
(0.4) (0.2) - (2.6) (1.3) -
Shares issued as consideration
- - - 127.5 63.7 -
Costs of issuing equity
- - - - - (0.4)
In issue as at 31 December - fully paid
346.9 173.4 361.0 347.2 173.6 360.8
The holders of ordinary shares (nominal value 50p) are entitled to receive dividends as declared from time to time and are entitled to
one vote per share at meetings of the Company.
The share premium account is added to when any authorised shares are issued above nominal value.
RESERVE FOR OWN SHARES HELD
The cost of the Company’s shares held in the ESOP trust by the Group is recorded as a reserve in equity.
The opening balance of £17.4m on the own shares held reserve represented a holding of 2,129,254 shares. During 2023 the Group
performed a share buyback and repurchased 636,254 shares at a cost of £5.3m (2022: 4,056,968 shares, £35.2m), of which 386,254
shares at a total cost of £3.3m were subsequently cancelled (2022: 2,556,968 shares, £22.4m cost). In addition to this 92,929 shares
were awarded for exercises under the Group’s long-term incentive plan (2022: 59,063 shares) and 487,129 shares were awarded for
exercises under the Group’s Save As You Earn Option Scheme (2022: nil). The closing balance of £14.7m on the own shares held reserve
represents a holding of 1,799,196 shares.
MERGER RESERVE
The opening balance of £1,597.8m on the merger reserve related to the 2020 acquisition of Linden and Partnerships and the 2022
Combination with Countryside.
194
|
Vistry Group PLC
26. BUSINESS COMBINATIONS
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition
of a subsidiary, is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the
equity interests issued by the Group. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. Acquisition costs are expensed as incurred as
required by IFRS 3 ‘Business combinations’.
On 11 November 2022, the Group completed the Combination with Countryside Partnerships PLC for a consideration of £1,137.0m.
The acquisition was of 100% of the share capital and control of Countryside Partnerships PLC and all of its subsidiaries, which are
included in note 30. Details of the purchase consideration, the net assets acquired and goodwill at 11 November 2022 are as follows:
PURCHASE CONSIDERATION
£m
Cash consideration 299.9
Shares in Vistry Group PLC issued 838.0
Replacement of SAYE schemes 0.8
Less: shares issued to acquired employee benefit trust (1.7)
Total purchase consideration 1,137.0
The share consideration included 127.5m Vistry Group PLC shares with nominal value of £0.50 per share and a fair value of £6.58, being
the opening share price on 14 November 2022, the first time the consideration shares could have been traded. £774.3m was recognised
within the merger reserve in relation to these consideration shares issued, being the excess of the share price on the date of issue over
nominal value of the shares.
The consideration related to the replacement of SAYE schemes is calculated based on the fair value of the various options granted to
former Countryside employees multiplied by the number of options and the estimated likelihood of vesting.
The fair values of the assets and liabilities recognised as a result of the Combination are as follows:
Fair value
11 November 2022
£m
Cash and cash equivalents 224.7
Property, plant and equipment
18.1
Right-of-use assets
60.0
Intangible assets
349.1
Investments
61.6
Inventories
768.8
Amounts owed by joint ventures
105.8
Trade and other receivables
122.1
Trade and other payables
(615.2)
Borrowings
(2.5)
Lease liabilities
(63.0)
Provisions
(208.9)
Net deferred tax asset
36.3
Net identifiable assets acquired 856.9
Goodwill 280.1
Total net assets acquired 1,137. 0
Annual Report and Accounts 2023
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
26. BUSINESS COMBINATIONS continued
During the measurement period, the Group finalised the purchase price allocation to reflect the impact of new information that
became available, which has resulted in a £22.9m increase to goodwill from £257.2m as at 31 December 2022 to £280.1m as at
31 December 2023. This £22.9m increase to goodwill has primarily arises due to a full write-down of inventory at one particular site
which has now been deemed unviable due to the cost estimates at the time of the Combination being significantly underestimated.
The corrected cost to complete would result in a net cash outflow to complete the site as well as a significant capital lock-up, and
this site would therefore not be progressed by a market participant.
The acquired intangibles include the Countryside Partnerships brand name, the customer relationships and the secured contracts
of the acquired business. The acquired intangible assets have estimated useful lives of between 5 and 25 years. The Group engaged
external experts to support management in the fair valuation of the acquired intangible assets and preparation of the purchase
price allocation.
The goodwill for the acquired business reflects intangible assets which do not qualify for separate recognition including the
strong position in the market and future prospects, as well as the assembled workforce and synergies that will be achieved as an
enlarged business.
There have been no further business combinations in 2023.
27. RELATED PARTY TRANSACTIONS
Transactions between fellow subsidiaries, which are related parties, have been eliminated on consolidation, as have transactions
between the Company and its subsidiaries during this year.
Transactions between the Group, Company and key management personnel in the year ended 31 December 2023 were limited to
those relating to remuneration, which are disclosed on page 170.
Mr. Greg Fitzgerald, Group Chief Executive Officier, is Non-Executive Chair of Ardent Hire Solutions Limited (Ardent). The Group hires
forklift trucks from Ardent.
Mr. Stephen Teagle, CEO Countryside Partnerships, is the Chair of The Housing Forum. The Group paid for a subscription to The
Housing Forum during the year.
Ms. Katherine Innes Ker, former Non-Executive Director who resigned in May 2023, was also Non-Executive Director of Forterra PLC.
The Group incurred costs with Forterra PLC in relation to the supply of bricks during the term that Katherine was a Non-Executive
Director in 2023 which is presented in the table below. Any transactions with Forterra PLC in the period after Katherine’s departure
from the Board are excluded from the table below.
Mr. Graham Prothero, former Chief Operating Officer who ceased to be a Director of the Group from 31 December 2022 is Non-
Executive Director and Chair of the Audit Committee of Marshalls PLC. The Group incurred costs with Marshalls PLC in relation to
landscaping services in 2022 which are presented in the table below. Any transactions with Marshall PLC in 2023 are no longer related
party transactions and are therefore excluded for the current year in the table below.
Mr. Ian Tyler, former Non-Executive Chair who resigned in 2022, was also the Chair of Affinity Water Limited. The Group received water
services from Affinity Water Limited during the prior year when Ian was Non-Executive Chair. Any transactions with Affinity Water
Limited in 2023 are no longer related party transactions and are therefore excluded for the current year in the table below.
The total net value of transactions with related parties excluding joint ventures have been made at arms length and were as follows:
Expenses paid
to related parties
Amounts payable
to related parties
Amounts owed
by related parties
TRADING TRANSACTIONS
2023
£000
2022
£000
31 Dec 2023
£000
31 Dec 2022
£000
31 Dec 2023
£000
31 Dec 2022
£000
Ardent
7,898 5,319 380 774 159
-
The Housing Forum
15 13 - - -
-
Forterra PLC
6 67 - 48 -
-
Marshalls PLC
- 1 - 91 -
-
Affinity Water Limited
- 4 - 2 -
-
196
|
Vistry Group PLC
27. RELATED PARTY TRANSACTIONS continued
Transactions between the Group and its joint ventures are disclosed as follows:
Sales to related parties
Interest income and dividend
distributions from related parties
2023
£m
2022
£m
2023
£m
2022
£m
Trading transactions 232.1 134.8 - -
Non-trading transactions - - 68.9 46.6
Amounts owed by related parties Amounts owed to related parties
31 Dec 2023
£m
31 Dec 2022
£m
31 Dec 2023
£m
31 Dec 2022
£m
Balances with joint ventures 433.7 408.4 85.8 139.7
Sales to related parties including joint ventures are based on normal commercial payment terms available to unrelated third parties,
without security. The loans made to joint ventures bear interest at rates of between 0.0% and 6.0% and are all repayable at the end of
the contract term; all balances with related parties will be settled in cash.
As at the reporting date, 2 (2022: 3) of the Group’s employees have a close family member on the Executive Committee. These individuals
were recruited through the normal interview process and are employed at salaries commensurate with their experience and roles.
The combined annual salary and benefits of these individuals is less than £0.3m (2022: £0.4m).
There have been no other related party transactions in the financial year which have materially affected the financial performance or
position of the Group, and which have not been disclosed.
28. CONTINGENT LIABILITIES
The Group is subject to various claims, audits and investigations that have arisen in the ordinary course of business. These matters include
but are not limited to employment and commercial matters. The outcome of all these matters is subject to future resolution, including
the uncertainties of litigation. Based on information currently known to the Group and after consultation with external lawyers, the
Directors believe that the ultimate resolution of these matters, individually and in aggregate, will not have a material adverse impact
on the Group’s financial condition. Where necessary, applicable costs are included within the cost to complete estimates for individual
developments or are otherwise accrued in the statement of financial position.
As Government legislation, regulation and guidance further evolves in relation to fire safety and required remediation works, this may
result in additional liabilities for the Group that cannot currently be reliably estimated. There may also be changes concerning the use
of materials currently undergoing fire safety tests instructed by product manufacturers. If such materials are no longer considered safe,
this could result in an increase in the number of buildings requiring remediation works as well as an increase in the estimated cost to
remediate the buildings currently provided for. We may however expect further Government intervention if such circumstances arise.
In respect of the remediation costs outlined above, the Directors believe that the Group may be able to recover some of these costs
via insurance or, in the case of defective workmanship, from subcontractors or other third parties. However, any such recoveries are not
deemed to be virtually certain and therefore no contingent assets have been recognised during the year.
No formal claims have been received by the Group relating to the Defective Premises Act (DPA). The Group cannot reliably estimate
the expected liabilities stemming from the DPA and as such no provision has been recognised as at 31 December 2023. The Group
maintains a register of buildings constructed over the last 30 years; if the Group is formally notified of potentially defective works through
communications from building owners, leaseholders or managing agents on these buildings and the unfit for habitation test has been
established, an appropriate provision would be recognised.
29. EVENTS AFTER THE REPORTING PERIOD
In the period from 1 January 2024 to 23 February 2024, the Company purchased 5.1m ordinary shares, which were subsequently cancelled,
for a total consideration of £49.8m (including stamp duty and fees).
In line with the Group’s capital allocation policy the Board is announcing a further ordinary share buyback programme of up to £100m
which is expected to commence in April 2024. This buyback is an ordinary distribution to shareholders and will be in lieu of a final
dividend payment.
There were no other material events arising after the reporting date.
Annual Report and Accounts 2023
|
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NOTES TO THE FINANCIAL STATEMENTS
continued
30. GROUP UNDERTAKINGS
The subsidiaries, joint ventures in which the Group has interests are all incorporated in the United Kingdom. In each case for the
majority of companies their principal activity is related to property development but there are a small number of entities whose role is
to support these activities. As at 31 December 2023, the Group had 168 wholly owned subsidiaries, plus three majority owned, which are
listed on the following pages (with the
company names as at 14 March 2024).
Ownership interest in
ordinary shares %
Ownership interest in
ordinary shares %
Registered
Office
Country of
incorporation
2023 2022
Registered
Office
Country of
incorporation
2023 2022
Arlesey East LLP† 1 UK 100 100 Countryside Places for People (Cowley Hill) LLP 16 UK 100 100
Berrywood Estates Limited† 16 UK 100 100 Countryside Properties (Commercial) Limited 16 UK 100 100
Blythe Park LLP 1 UK 100 100 Countryside Properties (Housebuilding) Limited 16 UK 100 100
Bovis Country Homes Limited 1 UK 100 100 Countryside Properties (In Partnership) Limited 16 UK 100 100
Bovis Homes (Broadbridge Heath) Limited 1 UK 100 100 Countryside Properties (Joint Ventures) Limited 16 UK 100 100
Bovis Homes (Quest) Company Limited 1 UK 100 100
Countryside Properties (London & Thames Gateway)
Limited
16 UK 100 100
Bovis Homes BVC Limited 1 UK 100 100 Countryside Properties (Northern) Limited 16 UK 100 100
Bovis Homes Cornwall Limited 1 UK 100 100 Countryside Properties (Salford Quays) Limited 16 UK 100 100
Bovis Homes Eastern Limited 1 UK 100 100 Countryside Properties (Southern) Limited 16 UK 100 100
Bovis Homes Freeholds Limited 1 UK 100 100 Countryside Properties (Special Projects) Limited 16 UK 100 100
Bovis Homes Insulation Limited 1 UK 100 100 Countryside Properties (Springhead) Limited 16 UK 100 100
Bovis Homes Limited 1 UK 100 100 Countryside Properties (Strategic Land) Limited 16 UK 100 100
Bovis Homes Midlands & Northern Limited 1 UK 100 100 Countryside Properties (Uberior) Limited 16 UK 100 100
Bovis Homes North Whiteley LLP 1 UK 100 100 Countryside Properties (UK) Limited 16 UK 100 100
Bovis Homes Pension Scheme Trustee Limited† 1 UK 100 100 Countryside Properties (WGL) Limited 16 UK 100 100
Bovis Homes Projects Limited 1 UK 100 100 Countryside Properties (WHL) Limited 16 UK 100 100
Bovis Homes Scotland Limited 2 UK 100 100 Countryside Properties (WPL) Limited 16 UK 100 100
Bovis Homes South East Limited 1 UK 100 100 Countryside Properties Land (One) Limited 16 UK 100 100
Bovis Homes Southern Limited 1 UK 100 100 Countryside Properties Land (Two) Limited 16 UK 100 100
Bovis Homes Wessex Limited 1 UK 100 100 Countryside Properties Residential (ABC) Limited ‡ 16 UK 100 100
Brenthall Park (One) Limited 16 UK 100 100 Countryside Properties Residential (Chelmsford) Limited ‡ 16 UK 100 100
Brunel Street Works Energy Services Limited 1 UK 100 100 Countryside Properties Residential (Dartford) Limited ‡ 16 UK 100 100
C.C.B.(Stevenage) Limited 6 UK 67 67 Countryside Residential (South Thames) Limited 16 UK 100 100
Chartdale Limited 1 UK 100 100 Countryside Residential (South West) Limited 16 UK 100 100
Copthorn Holdings Limited 16 UK 100 100 Countryside Residential Limited 16 UK 100 100
Countryside (UK) Limited 16 UK 100 100 Countryside Seven Limited 16 UK 100 100
Countryside 26 Limited 16 UK 100 100 Countryside Sigma Limited† 16 UK 75 75
Countryside 28 Limited 16 UK 100 100 Countryside Thirteen Limited 16 UK 100 100
Countryside Cambridge One Limited 16 UK 100 100 Countryside Timber Frame Limited 16 UK 100 100
Countryside Cambridge Two Limited 16 UK 100 100 Dunton Garden Suburb Limited 16 UK 100 100
Countryside Developments Limited 16 UK 100 100 Elite Homes (North West) Limited 1 UK 100 100
Countryside Four Limited 16 UK 100 100 Elite Homes (Yorkshire) Limited 1 UK 100 100
Countryside Partnerships Limited 16 UK 100 100 Elite Homes Group Limited 1 UK 100 100
Countryside Partnerships Southern Limited 1 UK 100 100 Emerald (Ealing) LLP† 1 UK 100 100
Countryside Partnerships Southern No.1 Limited 1 UK 100 100 Enhance Interiors Limited† 1 UK 100 100
Fairfield Redevelopments Limited 1 UK 100 100 Linden Homes Western Limited† 1 UK 100 100
Gigg Lane Limited 1 UK 100 100 Linden JV No12 LLP 1 UK 100 100
Graylingwell Energy Services Limited 1 UK 100 100 Linden JV No17 LLP 1 UK 100 100
Greyhound Regeneration LLP
1 UK 100 100 Linden JV No18 LLP 1 UK 100 100
H.Newbury & Son (Builders) Limited 1 UK 100 100 Linden JV No19 LLP 1 UK 100 100
Hall Green JV LLP† 1 UK 100 100 Linden JV No20 LLP† 1 UK 100 100
Hill Place Farm Developments Limited 1 UK 100 100 Linden JVCo No8 Limited 1 UK 100 100
Ink Homes Limited 1 UK 100 100 Linden JVCo No9 Limited 1 UK 100 100
Kendall Cross Limited† 1 UK 100 100 Linden Limited 1 UK 100 100
Kenilworth Woodside Conference Centre JV LLP 1 UK 100 100 Linden London (Hammersmith) Limited† 1 UK 100 100
Kilbride Tavistock Limited 1 UK 100 100 Linden London Developments Limited† 1 UK 100 100
Knight Strategic Land Limited 16 UK 100 100 Linden London LLP 1 UK 100 100
Linden (Ashlar Court) Limited† 1 UK 100 100 Linden Midlands Limited† 1 UK 100 100
Linden (Beverley 2) LLP 1 UK 100 100 Linden North Limited† 1 UK 100 100
Linden (Beverley 3) LLP 1 UK 100 100 Linden Partnerships Limited† 1 UK 100 100
Linden (Beverley 4) LLP 1 UK 100 100 Linden Properties Western Limited 1 UK 100 100
Linden (Beverley 5) LLP 1 UK 100 100 Linden South West Limited† 1 UK 100 10 0
198
|
Vistry Group PLC
30. GROUP UNDERTAKINGS continued
Ownership interest in
ordinary shares %
Ownership interest in
ordinary shares %
Registered
Office
Country of
incorporation
2023 2022
Registered
Office
Country of
incorporation
2023 2022
Linden (Beverley) LLP 1 UK 100 100 Linden St Albans LLP 1 UK 100 100
Linden (Cawston) LLP 1 UK 100 100 Linden Wates (Hungerford) Limited† 1 UK 100 100
Linden (Highfields Caldecote) LLP 1 UK 100 100 Millgate (UK) Holdings Limited 16 UK 100 100
Linden (Houghton) LLP 1 UK 100 100 Millgate Developments Limited† 16 UK 100 100
Linden (St Bernard‘s) Limited† 1 UK 100 100 Mountsorrel JV LLP 1 UK 100 100
Linden (Summerstown) LLP 1 UK 100 100 Nether Hall Park Open Space Management Company Limited 1 UK 100 100
Linden (Thurston) LLP 1 UK 100 100 Newhall Land Limited 16 UK 100 100
Linden Barnet LLP 1 UK 100 100 Olive Farm LLP 1 UK 100 100
Linden Cornwall Limited† 1 UK 100 100 Orchard Homes (Pitt Manor) Limited 1 UK 100 100
Linden Devon Limited† 1 UK 100 100 Oxford Land Limited† 1 UK 67 67
Linden First Limited 1 UK 100 100 Page-Johnson Properties Limited 1 UK 100 100
Linden Guildford Limited† 1 UK 100 100 R.T.Warren (Builders, St.Albans) Limited 1 UK 100 100
Linden Holdings Limited† 1 UK 100 100 Rasen Estates Limited† 1 UK 100 100
Linden Homes (Bath Road) LLP 1 UK 100 100 Redplay Limited† 1 UK 100 100
Linden Homes (Blackberry Hill) LLP† 1 UK 100 100 Redplay Partnerships Limited 1 UK 100 100
Linden Homes (Marksbury) LLP 1 UK 100 100 Rissington Management Company Limited 1 UK 100 100
Linden Homes (Sherford) LLP 1 UK 100 100 Rosemullion Homes Limited 1 UK 100 100
Linden Homes Chiltern Limited† 1 UK 100 100 Skyline 120 Management Limited ‡ 16 UK 100 100
Linden Homes Eastern LLP† 1 UK 100 100 Skyline 120 Nexus Management Limited ‡ 16 UK 100 100
Linden Homes South-East Limited† 1 UK 100 100 The Ricardo Community Foundation†‡ 9 UK 100 100
Linden Homes Southern Limited† 1 UK 100 100 Thornbury Pickedmoor Development LLP 1 UK 100 -
Unitpage Limited 1 UK 100 100 Vistry Partnerships JV No17 LLP 1 UK 100 100
Urban Hive Hackney Management Limited ‡ 16 UK 100 100 Vistry Partnerships Limited 1 UK 100 100
Vista Portsmouth Limited 1 UK 100 100 Vistry Partnerships North Limited† 1 UK 100 100
Vistry (Jersey) Limited 10 UK 100 100 Vistry Partnerships Yorkshire Holdings Limited 1 UK 100 100
Vistry Affordable Homes Limited 1 UK 100 100 Vistry Partnerships Yorkshire Limited 1 UK 100 100
Vistry Developments Limited 1 UK 100 100 Vistry Pension Trustee Ltd† 1 UK 100 100
Vistry Homes Central Limited† 1 UK 100 100 Vistry Secretary Limited† 1 UK 100 100
Vistry Homes Limited 1 UK 100 100 Vistry Ventures Limited 1 UK 100 100
Vistry Limited 1 UK 100 100 Westcountry Land (Perranporth) Ltd 1 UK 100 100
Vistry Linden Homes Limited 1 UK 100 100 Westleigh Construction Limited 16 UK 100 100
Vistry Linden Limited 1 UK 100 100 Westleigh Homes Limited 16 UK 100 100
Vistry Partnerships (Wolverhampton) Limited 1 UK 100 100 Westleigh LNT Limited 16 UK 100 100
Vistry Partnerships Investments Limited 1 UK 100 100
† Denotes entities where the accounting year end is not 31 December.
‡ Company Limited by Guarantee
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NOTES TO THE FINANCIAL STATEMENTS
continued
AUDIT EXEMPTIONS
A number of subsidiaries in the Group have taken the exemption from the requirements of the Companies Act 2006 in relation to the
audit of accounts under section 479A of the Companies Act 2006 for the year ended 31 December 2023. The Company has assessed
the probability of loss under the guarantee as remote.
The companies exempt from audit are:
Entity name
Company
registration
number Entity name
Company
registration
number
Arlesey East LLP OC444429 Emerald (Ealing) LLP OC420245
Bovis Homes (Broadbridge Heath) Limited 08112950 Fairfield Redevelopments Limited 04459094
Bovis Homes North Whiteley LLP OC424405 Graylingwell Energy Services Limited 07142726
Brunel Street Works Energy Services Limited 11923831 Kilbride Tavistock Limited 07380791
Chartdale Limited 01792431 Knight Strategic Land Limited 06829769
Copthorn Holdings Limited 05137095 Linden Guildford Limited 06552658
Countryside 26 Limited 06193011 Linden Holdings Limited 04040970
Countryside 28 Limited 06126279 Linden Homes (Blackberry Hill) LLP OC401701
Countryside Four Limited 04422692 Linden Homes (Sherford) LLP OC384496
Countryside Partnerships Limited 09878920 Linden Limited 01108676
Countryside Partnerships Southern Limited 02433962 Linden London Developments Limited 06270271
Countryside Partnerships Southern No.1 Limited 02969951 Linden London LLP OC333207
Countryside Places for People (Cowley Hill) LLP OC443387 Millgate (UK) Holdings Limited 08860850
Countryside Properties (Housebuilding) Limited 05555391 Millgate Developments Limited 02229073
Countryside Properties (Joint Ventures) Limited 05722274 Newhall Land Limited 10506583
Countryside Properties (Salford Quays) Limited 04422690 Rissington Management Company Limited 08138744
Countryside Properties (Southern) Limited 02771221 Skyline 120 Management Limited 05658220
Countryside Properties (Springhead) Limited 05852497 Skyline 120 Nexus Management Limited 07154697
Countryside Properties (Strategic Land) Limited 13095281 Thornbury Pickedmoor Development LLP OC450379
Countryside Properties (Uberior) Limited 04814588 Vistry (Jersey) Limited 130175
Countryside Properties (WGL) Limited 10099517 Vistry Partnerships Limited 00800384
Countryside Properties (WHL) Limited 10114350 Vista Portsmouth Limited 11196519
Countryside Properties (WPL) Limited 08575300 Vistry Affordable Homes Limited 06594096
Countryside Residential Limited 02423299 Vistry Homes Central Limited 02281005
Countryside Thirteen Limited 04620288 Vistry Linden Homes Limited 02606856
Countryside Timber Frame Limited 11255094 Vistry Linden Limited 03158857
Dunton Garden Suburb Limited 09421806 Vistry Partnerships (Wolverhampton) Limited 08476225
Elite Homes (North West) Limited 02297984 Vistry Partnerships Yorkshire Holdings Limited 06437711
Elite Homes (Yorkshire) Limited 01530215 Vistry Partnerships Yorkshire Limited 03901222
Elite Homes Group Limited 02781237 Westcountry Land (Perranporth) Ltd 09653572
200
|
Vistry Group PLC
RESIDENT MANAGEMENT COMPANIES
The Directors set out below information relating to resident management companies which are held by the Group as at 31 December
2023. Control is exercised by the Group’s power to appoint Directors and the Group’s voting rights in these companies. All the
resident management companies listed below are limited by guarantee, without share capital, unless otherwise indicated, and
are incorporated in the UK. The capital, reserves and profit or loss for the year have not been stated for the resident management
companies listed below as the beneficial interest in any assets or liabilities of these companies is held by the residents. The Group
does not have exposure, or rights to variable returns from these companies and therefore they are not included in the consolidated
financial statements. They are temporary members of the Group and will be handed over to residents in due course.
Entity name Registered Office
Abbey Farm Blunsdon Management Company Ltd
Gateway House 10 Coopers Way, Temple Farm Industrial Estate,
Southend-on-Sea, England, SS2 5TE
Allium Park Management Company Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Alma Estate (Enfield) Management Company Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Ashdown Gardens (Eridge Road) Residents Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Ashmere Resident (2) Management Company Limited
Countryside House The Drive, Great Warley, Brentwood, Essex, United
Kingdom, CM13 3AT
Ashmere Resident Management Company Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Ashton Rise Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Aspen Park (Apsley) Management Company Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Aspire 95 (Ifield) Residents Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Aston Brook (Aston Clinton) Management Limited
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
Avery Hill Residents Management Company Limited One Eleven, Edmund Street, Birmingham, West Midlands, England, B3 2HJ
Avisford Grange (Walberton) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Barleyfields Ashchurch Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Barnwood Place (Smarden) Management Company Limited 94 Park Lane, Croydon, Surrey, United Kingdom, CR0 1JB
Barrack Road (Ottery St Mary) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Barton Park (Oxford Ph2, Ph4A & Ph4B) Estate Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, United
Kingdom, HP2 7DN
Bay View (Northam) Management Company Limited
C/O Gateway Property Management Limited Gateway House, 10 Coopers Way,
Southend-on-Sea, Essex, England, SS2 5TE
Beacon Road At Seamer Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Beaulieu Park E (Chelmsford) Management Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Beaulieu Park M&N (Chelmsford) Management Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Beaulieu Park O&P (Chelmsford) Management Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Becketts Ridge At Shrivenham Management Company Ltd Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Beechgrove (Sunninghill) Management Company Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Berengrave Gardens Residents Management Company Limited One Eleven, Edmund Street, Birmingham, West Midlands, England, B3 2HJ
Bestwood (Ridgeway) Residents Management Company Limited Unit 7 Portal Business Park, Tarporley, England, CW6 9DL
Beuley View (Peters Village) Management Company Limited
C/O Gateway Property Management Gateway House 10 Coopers Way,
Temple Farm Industrial Estate, Southend-on-Sea, Essex, England, SS2 5TE
Bicester (KM3/4) Management Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Birch Gate (Wymondham) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Bitton Mill Bristol Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Blackberry Hill Residents Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Blackmore Meadow (Stalbridge) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Blunsdon Chase Management Company Ltd Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
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NOTES TO THE FINANCIAL STATEMENTS
continued
Entity name Registered Office
Boorley Green (Southampton) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Bowbrook Meadows (Shrewsbury) Management Company Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Bradley Bends (Bovey Tracey) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Bramble Park (Hurstpierpoint) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Brampton Park Parcel C (Brampton) Managing Company Limited
C/O Firstport Property Services No 4 Limited Queensway House, 11 Queensway,
New Milton, Hampshire, BH25 5NR
Breedon Place Management Company Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Bridgeside Walk (Peters Village) Management Company Limited
C/O Gateway Property Management Limited Gateway House, 10 Coopers Way,
Southend-on-Sea, Essex, United Kingdom, SS2 5TE
Brimington Heights (Brimington) Managing Company
C/O FIRSTPOINT PROPERTY SERVICES NO.4 LIMITED, Queensway House
11 Queensway, New Milton, Hampshire, BH25 5NR
Brindley Edge (Hawkesbury) Management Company Limited RMG House, Essex Road, Hoddesdon, Hertfordshire, United
Brook Valley (Congleton) Management Limited
Alexander Faulkner Partnership, 11 Littel Park Farm Road, Fareham,
England, PO15 5SN
Brook View Residents Management Company Limited One Eleven, Edmund Street, Birmingham, United Kingdom, B3 2HJ
Brookfields (Inkberrow) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Buckby Grange At Burton Latimer Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Buckby Meadows Management Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Bucklers Park Estate Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Burfield Grange Management Company Limited One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ
Byrons Wood (Hucknall) Management Company Limited
Alexander Faulkner Partnership Ltd, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Campton Fields Management Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Catherington Park (Waterlooville) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Catkin Gardens (Headcorn) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Chantry Villas Management Company Limited
Adam Church Limited, 256 Southmead Road, Westbury-on-Trym, Bristol,
England, BS10 5EN
Charlton Gardens Residents Management Company Limited Unit 7 Portal Business Park, Tarporley, CW6 9DL
Charnwood Place (Rothley) Management Company Ltd
RMG House, Essex Road, Hoddesdon, Hertfordshire,
United Kingdom, EN11 0DR
Chatham Maritime Sector 15 Residential Management Company Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Cherry Fields (Bickington) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Chivenor Cross (The Landings) Management Company Limited
C/O Gateway Property Management Limited Gateway House, 10 Coopers Way,
Temple Farm Industrial Estate, Southend-On-Sea, England, SS2 5TE
Church Crookham (Vistry) Management Company Limited 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY
Church Meadows (Catshill) Management Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Cleobury Park Management Company Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Cloakham Lawns (Axminster) Management Company Limited Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, SS2 5TE
Coburg Field (Chudleigh) Management Company Limited Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, SS2 5TE
Coggeshall Mills Resident Association Limited 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY
Collegegate Sandwell Management Company Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road,
Fareham, England, PO15 5SN
Collingtree Park 72 Watermill Way Management Limited
13a Building Two Canonbury Yard, 190 New North Road, London,
United Kingdom, N1 7BJ
RESIDENT MANAGEMENT COMPANIES continued
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Entity name Registered Office
Collingtree Park 77 Watermill Way Management Limited
13a Building Two Canonbury Yard, 190 New North Road, London,
United Kingdom, N1 7BJ
Collingtree Park Residents Management Company Limited
13a Building Two Canonbury Yard, 190 New North Road, London,
United Kingdom, N1 7BJ
Cotterstock Meadows (Oundle) Managing Company Limited
Queensway House, Queensway, New Milton, Hampshire,
England, BH25 5NR
Courtenay Grange (Exminster) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Cribbs Triangle (Almondsbury) Residents Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Herts,
United Kingdom, HP2 7DN
Cromwell Abbey (Ramsey) Managing Company Limited
C/O A Dandy Wren Limited 13a Building Two Canonbury Yard,
190 New North Road, Islington, London, N1 7BJ
Crowhurst (Pikes Lane) Residents Management Company Limited One Eleven, Edmund Street, Birmingham, England, B3 2HJ
Crown Park (Chester) Management Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Davington Fields (Faverhsam) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Dracan Village Residents Management Company Limited Unit 7 Portal Business Park, Tarporley, CW6 9DL
Drovers Mead Management Company Limited
Unit D2 Minerva House Minerva Business Park, Lynch Wood, Peterborough,
England, PE2 6FT
Drovers Way Residents Management Company Limited
Gateway House 10 Coopers Way, Temple Farm Industrial Estate, Southend-on-
Sea, Essex, England, SS2 5TE
Eden Park (BH) Management Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Edge, Manford Way Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Edwalton (Sharp Hill) Management Company Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Elberry Gardens (Paignton) Management Company Limited Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, SS2 5TE
Emmer Green Drive Residents Management Company Limited
One Eleven, Edmund Street, Birmingham, West Midlands,
United Kingdom, B3 2HJ
Ensleigh Residents Management Company Limited ** Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Falcons Lodge (Cardington) Managing Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Falfield Grange Residents Managing Company Limited
Gateway House 10 Coopers Way, Temple Farm Industrial Estate,
Southend-on-Sea, Essex, England, SS2 5TE
Finches Park (Frinton-on-Sea) Managing Company Limited
C/O Stiles Harold Williams Partnership Llp Lees House, Dyke Road, Brighton,
England, BN1 3FE
Firs Road (Linden) Management Company Limited 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY
Fletchers Rise (Wombourne) Management Company Limited Trinity Vantage Point, 23 Mark Road, Hempstead, United Kingdom, HP2 7DN
Forest Edge (Cuddington) Management Company Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
French Furze Management Company Limited Queensway House, 11 Queensway, New Milton, England, BH25 5NR
Fresh Wharf Residents Management Company Limited
C/O Pod Group Services Limited Floor 1, Unit 1, Elstree Gate, Elstree Way,
Borehamwood, Hertfordshire, United Kingdom, WD6 1JD
Froghall Road (Flitwick) Management Limited 11 Little Park Farm Road, Fareham, Hampshire, England, PO15 5SN
Furrowfields Residents Management Company Limited
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
Garvey Glade (Padstow) Residents Management Company Limited Unit 7 Portal Business Park, Tarporley, England, CW6 9DL
Glebe Meadows (BH) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Grange Park (Thurston) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Greyfriars Quarter Community Interest Company Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Hainbury Meadows (Ilchester) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Haldon Reach (Alphington) Management Company Limited
Gateway House Coopers Way, Temple Farm Industrial Estate, Southend-on-
Sea, Essex, England, SS2 5TE
Hampton Lea Management Company Limited
13a Building Two 190 New North Road, Canonbury Yard, London, United
Kingdom, N1 7B J
RESIDENT MANAGEMENT COMPANIES continued
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NOTES TO THE FINANCIAL STATEMENTS
continued
RESIDENT MANAGEMENT COMPANIES continued
Entity name Registered Office
Hampton Meadow (Stadhampton) Estate Management Company Limited
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
Hampton Water (Peterborough) Management Ltd
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Hanbury Place Management Company Limited 11 Little Park Farm Road, Fareham, United Kingdom, PO15 5SN
Hanstead Park Management Company Limited
Gateway House 10 Coopers Way, Temple Farm Industrial Estate,
Southend-on-Sea, England, SS2 5TE
Harfleet Gardens( Ash) Management Company Limited 10 Coopers Way, Southend-on-Sea, United Kingdom, SS2 5TE
Harold Wood Management Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Harpers Heath (Hatfield) Managing Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Harrington Park (Pinhoe) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Harry Stoke Management Company Limited Unit 8 Minerva Business Park, Lynch Wood, Peterborough, England, PE2 6FT
Hastings Gardens (Blunham) Managing Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Havesham Gardens (Newport) Management Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Hawkswood (Bicester) Managing Company Limited
Firstport Property Services No. 4 Limited, Queensway House, 11 Queensway,
New Milton, Hamphire, BH25 5NR
Haygate Fields (Wellington) Estate Management Company Limited Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, England, CW6 9DL
Hazelmere (Haslington) Management Company Limited
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
Heathcote Park (Warwick) Management Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Heron's Reach (Cranbrook) Management Company Limited Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, SS2 5TE
High Street (Flore) Management Company Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Highfields Road (Highfields Caldecote) Management Company Ltd
Vistry Homes, Eastwood House, Glebe Road, Glebe Road, Chelmsford,
England, CM1 1QW
Hilborn Management Company Limited
Countryside House The Drive, Great Warley, Brentwood, Essex,
England, CM13 3AT
Hillmorton (Rugby) Management Limited
Alexander Faulkner Partnership Limited, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Hogwood Park Estate Management Company Limited 11 Tower View Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY
Holmes Meadow Management Limited
Alexander Faulkner Partnership Ltd, 11 Little Park Farm Road, Fareham,
England, PO15 5SN
Homelands Farm (Bishops Cleeve) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, United Kingdom,
SS2 5TE
Honeyvale Gardens Management Company Limited
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
Houghton Regis Phase 8 Residents Management Company Limited Countryside House, The Drive, Brentwood, United Kingdom, CM13 3AT
Hounsome Fields (Basingstoke) Management Company Limited ** Fisher House, 84 Fisherton Street, Salisbury, England, SP2 7QY
Impact And Willow Brook Management Company Limited
Firstport Secretarial Limited, Queensway House, 11 Queensway, New Milton,
Hampshire, England, BH25 5NR
Isleport Grove Residents Management Company Limited Unit 7 Portal Business Park, Tarporley, England, CW6 9DL
Judith Gardens (Sawtry) Managing Company Limited
C/O Firstport Property Services No.4 Limited Queensway House, 11 Queensway,
New Milton, Hampshire, BH25 5NR
Kempsey Mead Residents Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Kingfisher Green (Cranbrook) Management Co Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Kingsmere Estate Management Limited ** Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Kingswood Residents Management Limited Market Chambers, 3-4 Market Place, Wokingham, United Kingdom, RG40 1AL
Knights Mount Management Company Limited * Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, SS2 5TE
Laithwaite Gardens (Sutton) Managing Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Langham Meadows, School Road Limited 250 Aztec West, Almondsbury, Bristol, England, BS32 4TR
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Entity name Registered Office
Liberty Place (Hailsham) Management Company Limited
C/O Gateway Property Management Limited Gateway House, 10 Coopers Way,
Southend-on-Sea, Essex, England, SS2 5TE
Limewood Grange (Fair Oak) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Liskettett (Liskeard) Management Limited 11 Queensway House Queensway, New Milton, Hampshire, England, BH25 5NR
Little Glen (Glen Parva) Management Company Limited
RMG House, Essex Road, Hoddesdon, Hertfordshire,
United Kingdom, EN11 0DR
Livingstone Gardens (Chipping Ongar) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Loachbrook Meadow (Congleton) Management Company Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Longhedge Village (Salisbury) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Lower Stondon (BH) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Lower Stondon Management Company Ltd 11 Little Park Farm Road, Fareham, England, PO15 5SN
Lunar Park Vistry (West Cambourne) Management Company Ltd
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
Lyneham Fields Residents Management Company Limited Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, England, CW6 9DL
Lyneham Management Company Limited 11 Tower View Kings Hill, West Malling, United Kingdom, ME19 4UY
Malago Residents Management Company Ltd Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Mallard Quarter (Grantham) Management Company Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Mandeville Place (Radwinter) Management Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Mann Island Estate Limited ** Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Manor View (East Grinstead) Residents Management Company Limited
One Eleven, Edmund Street, Birmingham, West Midlands,
United Kingdom, B3 2HJ
Manor View Block Residents Management Company Limited One Eleven, Edmund Street, Birmingham, United Kingdom, B3 2HJ
Marbury Meadows (Wrenbury) Management Company Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Marine View (Teignmouth) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Marlowe Road Management Company Limited
Countryside House, The Drive, Brentwood, Essex, United Kingdom,
CM13 3AT3AT
Matthews Green (Wokingham) Management Company Ltd
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Meadow View (Crowborough) Residents Management Company Limited One Eleven, Edmund Street, Birmingham, United Kingdom, B3 2HJ
Meridian Gate (Royston) Managing Company Limited
C/O Stiles Harold Williams Partnership Llp Lees House, Dyke Road,
Brighton, England, BN1 3FE
Middleton Chase Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Mildenhall (Sherborne) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, United Kingdom,
SS2 5TE
Millfields (Hall Green) Management Company Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Millwood Meadows Management Limited
13a Building Two Canonbury Yard, 190 New North Road, London,
England, N1 7BH
Millwood Park (Hailsham) Residents Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Minerva Heights (Chichester) Management Company Limited ** 2 Centro Place, Pride Park, Derby, Derbyshire, United Kingdom, DE24 8RF
Moat Farm Management Company Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Monks Wood Management Company Limited RMG House, Essex Road, Hoddesdon, Hertfordshire, EN11 0DR
Moreteyne Park Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Morris Gardens Management Company Limited One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ
Mulberry Green Management Company Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
New Avenue (Cockfosters) Management Company Limited Countryside House, The Drive, Brentwood, Essex, United Kingdom, CM13 3AT
RESIDENT MANAGEMENT COMPANIES continued
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NOTES TO THE FINANCIAL STATEMENTS
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Entity name Registered Office
Newhall Resident Management Company Limited Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, HP2 7DN
Newton Heath Management Company Limited
North Point Stafford Drive, Battlefield Enterprise Park, Shrewsbury,
England, SY1 3BF
Nightingale View (Hamstreet) Management Company Limted
C/O Gateway Property Management Gateway House, 10 Coopers Way,
Southend-on-Sea, Essex, England, SS2 5TE
North West Quartet Estate Management Company Limited Countryside House, The Drive, Brentwood, Essex, United Kingdom, CM13 3AT
Northfields (Somerton) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Northstowe H5 Residents Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire, United
Kingdom, HP2 7DN
NRR Resident Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Oakford Grange (Telford) Management Company Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Oakhurst Residents Management Company Limited Countryside House, The Drive, Brentwood, Essex, United Kingdom, CM13 3AT
Oaklands Hamlet Resident Management Limited ** Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Ocean Rise (Hayle) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Olympia (Hall Green) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Orchard Brooks (Williton) Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
United Kingdom, HP2 7DN
Orchard Fields Residents Management Company Limited One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ
Orchard Grove (Comeytrowe) Management Company Limited Fisher House, 84 Fisherton Street, Salisbury, England, SP2 7QY
Orton Copse (Peterborough) Management Company Limited RMG House, Essex Road, Hoddesdon, Hertfordshire, England, EN11 0DR
Orwell Park (Sutton Courtenay) Management Company Limited **
Queensway House, 11 Queensway, New Milton, Hampshire,
United Kingdom, BH25 5NR
Osprey Rise (Peters Village) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Ospringe Gardens (Faversham) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Otthershaw (Linden & Bovis) Management Company Limited 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY
Oxley Gardens At Milton Keynes Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Paddock Fields (Killinghall) Management Company Limited
Firstport Queensway House, 11 Queensway, New Milton, Hampshire, United
Kingdom, BH25 5NR
Paddock Fields II (Killinghall) Management Company Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Park Gate (Hurcott) Management Company Limited ** Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Parklands Manor Management Company Limited Fisher House, 84 Fisherton Street, Salisbury, SP2 7QY
Paulton Community Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Pear Tree Walk Residents Management Company Limited
1 Bromwich Court , Gorsey Lane, Coleshill, Birmingham,
United Kingdom, B46 1JU
Peartree Village Management Limited ** Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Pebble Beach (Seaton) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Penn Hill Gardens (Exeter) Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Herts,
United Kingdom, HP2 7DN
Pippins Place (West Malling) Management Company Limited Queensway House, Queensway, New Milton, Hampshire, England, BH25 5NR
Poets Corner (Glinton Road) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Porthgwari (Penzance) Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Portland Great Park (Kirkby) Management Company Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Potteric Edge (Doncaster) Managing Company Limited
C/O Firstport Property Services No. 4 Limited Queensway House, 11
Queensway, New Milton, Hampshire, BH25 5NR
RESIDENT MANAGEMENT COMPANIES continued
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Entity name Registered Office
Priory Fields (Wells) Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Quartz (Leicester) Management Company Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Radford Semele (BH) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Rectory Farm At Grantham Managing Company Limited
C/O Vistry Homes Limited Ashurst, Southgate Park, Bakewell Road, Orton
Southgate, Cambridgeshire, PE2 6YS
Rectory Gardens (Vistry) Management Company Limited 13a Building Two New North Road, London, England, N1 7BJ
Red Hall Gardens Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Redlands Grove Management Limited
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
Regency Grange Residents Management Company Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
Ribbans Park Residents Management Company Limited One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ
Roman Fields (Banbury) Management Limited
13a Building Two Canonbury Yard, 190 New North Road, London,
United Kingdom, N1 7BJ
Rosemead Farm (Horam) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Rosewood (Maidstone) Managing Company Limited
Countryside House The Drive, Warley, Brentwood, Essex,
United Kingdom, CM13 3AT
Saint Cloud Way Management Company Limited
Countryside House The Drive, Great Warley, Brentwood, Essex,
United Kingdom, CM13 3AT
Salford Road (Bidford) Management Company Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Sancerre Grange (Eccleshall) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Sandbach (Saxon Lea) Management Company Limited 13a Building Two 190 New North Road, London, England, N1 7BJ
Saxon Gate (Wickwar) Residents Management Company Ltd
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Saxon Grove(Gt Denham) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Sayers Meadow Residents Management Company Limited 21-33 Dyke Road Dyke Road, Brighton, England, BN1 3FE
Seymour Place (Undy) Management Company Limited
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
Shefford Road (Meppershall) Management Company Limited
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
Sherford (She1, Sho2 and Sho3) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Sherford Estate Management Company Limited ** 11 Queensway House Queensway, New Milton, Hampshire, England, BH25 5NR
Sherford Estate Parcel P Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Sherford Estate Parcel Q Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Sherford SL04 Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Shinfield Meadows Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Shorelands (Bude) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Silverstone Leys Management Limited
13a Building Two 190 New North Road, Canonbury Yard, London, United
Kingdom, N1 7BJ
Smithills Glade (Bolton) Management Limited
2 Belmont House, Deakins Business Park Blackburn Road, Egerton, Bolton,
England, BL7 9RP
South Gate Lamb North (Apartments) Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
South Gate Lamb North Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Spinnaker Westbury Residents Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Springfields (Deeping St James) Managing Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Springhead Resident Management Company Limited * Countryside House, The Drive, Brentwood, Essex, England, CM13 3A T
RESIDENT MANAGEMENT COMPANIES continued
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2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
Entity name Registered Office
St Andrews At Biddenham Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
St Clements Site Management Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
St George's Park (Stafford) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
St Johns Chelmsford Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
St Marys At Biddenham Management Company Limited
C/O Scanlans Property Management Carvers Warehouse Suite 2b, 77
Dale Street, Manchester, Greater Manchester, England, M1 2HG
St Mary's Gate (BHDW) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
St Thomas Park At Ramsey Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Stamford Gardens (Uffington) Management Company Limited RMG House, Essex Road, Hoddesdon, England, EN11 0DR
Stoneleigh View (Kenilworth) Management Company Limited RMG House, Essex Road, Hoddesdon, England, EN11 0DR
Stortford Fields (Bishops Stortford) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
Stortford Fields Estate Management Company Limited
Gateway House 10 Coopers Way, Temple Farm Industrial Estate, Southend-on-
Sea, Essex, England, SS2 5TE
Stour Valley Management Phase 1 Limited
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
Stowupland (Stowmarket) Managing Company Limited Vistry Homes, Eastwood House, Glebe Road, Chelmsford, England, CM1 1RS
Stratford Leys Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Strawberry Fields At Great Yeldham Managing Company Limited Vistry Homes, Eastwood House, Glebe Road, Chelmsford, England, CM1 1RS
Strawberry Grange Residents Management Company Limited Unit 7 Portal Business Park, Eaton Lane, Tarporley, Cheshire, England, CW6 9DL
Streethay Residents Management Limited 2 Centro Place, Pride Park, Derby, Derbyshire, DE24 8RF
Tara Fields (East Ayton) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Tattenhoe Park Residents Management Company Limited
Countryside House The Drive, Warley, Brentwood, Essex,
United Kingdom, CM13 3AT
The Buntings (Exminster) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
The Burrows (Paddock Wood) Management Limited
Countryside House The Drive, Warley, Brentwood, Essex,
United Kingdom, CM13 3AT
The Chancery (Shottery) Management Company Limited
C/O 13a Building Two Canonbury Yard, 190 New North Road, Islington,
London, N1 7BJ
The Chase (Wincanton) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
The Gateway (Bexhill-on-Sea) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
The Green (Grendon) Management Company Limited Rmg House, Essex Road, Hoddesdon, Hertfordshire, United Kingdom, EN11 0DR
The Hamlets (Milborne Port) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
The Leys (Ridge Hill) Management Company Limited RMG House, Essex Road, Hoddesdon, England, EN11 0DR
The Meadows (Staplehurst) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
The Oaks Management Company (Chudleigh) Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
The Orchards Thornbury Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
The Paddocks Tye Green Management Company Limited
Countryside House, The Drive, Great Warley, Brentwood, Essex, United
Kingdom, CM13 3ATT
The Park Chippenham Residents Management Co. Ltd. Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
The Pastures (Bideford) Management Company Limited
C/O Gateway Property Management Gateway House, 10 Coopers Way,
Temple Farm Industrial Estate, Southend-on-Sea, Essex, England, SS2 5TE
The Pavilions (Freehold) Residents Management Company Limited
13a, Building Two, Canonbury Yard, 190 New North Road, London,
England, N1 7BJ
The Priors (Europa) Management Company Limited ** Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
RESIDENT MANAGEMENT COMPANIES continued
208
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Vistry Group PLC
Entity name Registered Office
The Riddings Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
The Steadings (Essington) Management Company Limited Trinity Vantage Point, 23 Mark Road, Hempstead, United Kingdom, HP2 7DN
The Tannery Grampound Management Company Limited 71 Athelstan Park, Bodmin, Cornwall, United Kingdom, PL31 1DT
The Tors (Tavistock) Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex,
United Kingdom, SS2 5TE
The Triangle (Paignton) Management Company Limited
Gateway House 10 Coopers Way, Temple Farm Industrial Estate, Southend-on-
Sea, Essex, England, SS2 5TE
The View (Swanpool) Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Thurston (Bury St Edmunds) Managing Company Limited Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, England, SS2 5TE
Tingewick Park (BH) Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Trelowan (Gloweth) Management Company Limited Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, SS2 5TE
Uplands Mill (Biddulph) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Wadebridge (Cornwall) Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Herts,
United Kingdom, HP2 7DN
Walkmill Place (Cannock) Management Company Limited ** Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Walstead Park(Lindfield) Residents Management Company Limited
One Eleven, Edmund Street, Birmingham, West Midlands,
United Kingdom, B3 2HJ
Walton Peaks (Chesterfield) Management Company Limited RMG House, Essex Road, Hoddesdon, Hertfordshire, England, EN11 0DR
Water Colour Management Company Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Watermans Park (Gravesend) Residents Management Company Limited
Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, United Kingdom,
SS2 5TE
Watersplash Lane Management Company Limited
Countryside House The Drive, Great Warley, Brentwood, Essex,
England, CM13 3AT
Wendelburie Rise (Stanton Cross) Management Ltd 11 Little Park Farm Road, Fareham, England, PO15 5SN
Westwood Point (Thanet) Management Company Limited Lees House, 21-33 Dyke Road Dyke Road, Brighton, England, BN1 3FE
White Willows Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Whitehill Management Company (Newton Abbot) Limited Vantage Point, 23 Mark Road, Hemel Hempstead, England, HP2 7DN
Whitehouse Park (M Keynes) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Whitelands Way (Bicester ) Management Company Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Whiteley Meadows Northern Ph1 Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Whiteley Meadows Southern Limited
Vantage Point, 23 Mark Road, Hemel Hempstead, Hertfordshire,
England, HP2 7DN
Wilford Fields Management Company Limited ** Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Wilton Gate Management Company Limited
Vistry Western Linden House, Jacobs Building, Berkeley Place, Bristol, Avon,
United Kingdom, BS8 1EH
Wincanton Management Company Limited 11 Tower View Kings Hill, West Malling, United Kingdom, ME19 4UY
Wirral (Carlett Park) Management Company Limited 11 Little Park Farm, Fareham, England, PO15 5SN
Woodston Mews (Peterborough) Management Company Limited RMG House, Essex Road, Hoddesdon, England, EN11 0DR
Woodland Park (Costessey) Management Company Ltd Gateway House, 10 Coopers Way, Southend-on-Sea, Essex, SS2 5TE
Woodlands (Abergavenny) Management Company Limited
11 Coed Y Brenin, Llantilio Pertholey, Abergavenny, Monmouthshire,
United Kingdom, NP7 6PY
Woolley Grange Development Management Company Limited RMG House, Essex Road, Hoddesdon, Hertfordshire, EN11 0DR
Wootton (Hall End Road) Management Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Wroughton Management Company Limited Queensway House, 11 Queensway, New Milton, Hampshire, England, BH25 5NR
Wychwood H Management Company Limited 11 Little Park Farm Road, Fareham, England, PO15 5SN
Yapton View Management Company Limited 11 Tower View, Kings Hill, West Malling, Kent, United Kingdom, ME19 4UY
York Road (Maidenhead) Management Limited Countryside House, The Drive, Brentwood, Essex, CM13 3AT
* Private Limited Company wholly owned by the Group. ** Company is a 50/50 joint venture.
RESIDENT MANAGEMENT COMPANIES continued
Annual Report and Accounts 2023
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209
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
JOINT VENTURES
As at 31 December 2023 the Group had an interest in the following 123 joint ventures which have been equity accounted to 31 December
2023 and are registered and operate in England and Wales.
Ownership interest
in ordinary shares %
Ownership interest
in ordinary shares %
Registered
Office
Country of
incorporation
2023 2022
Registered
Office
Country of
incorporation
2023 2022
Acton Gardens LLP† 16 UK 50 50 Develop Warwickshire LLP † 16 UK 50 50
Belmont Street JV LLP† 1 UK 50 50
Develop Warwickshire
(Nominee) Limited
16 UK 50 50
Beverley South Developments Limited† 1 UK 50 50 Europa Way JV LLP† 1 UK 50 50
Bishops Park Limited 1 UK 50 50 Evolution (Saffron Walden) LLP† 1 UK 50 50
Boorley Green LLP† 1 UK 50 50 Evolution (Shinfield) LLP† 1 UK 50 50
Bovis Homes Cambourne West LLP† 1 UK 50 50
Evolution Gateshead
Developments LLP†
1 UK 50 50
Bovis Latimer (Sherford) LLP† 1 UK 50 50 Evolution Morpeth LLP† 1 UK 50 50
Bracknell Forest Cambium
Partnership LLP†
16 UK 50 50 Evolution Newhall LLP† 1 UK 50 50
Brenthall Park (Commercial) Limited† 16 UK 50 50 Gallions 2A Developments LLP† 11 UK 50 50
Brenthall Park (Infrastructure) Limited† 16 UK 50 50 Gallions New LLP† 11 UK 50 -
Brenthall Park (Three) Limited† 16 UK 50 50 Gateshead Regeneration LLP† 1 UK 25 25
Brenthall Park Limited† 16 UK 50 50 Glen Parva JV LLP† 1 UK 50 50
Bromley Regeneration
(Calverley Close) LLP†
16 UK 50 50 Grange Walk LLP† 1 UK 50 50
Bromley Regeneration (Pike Close) LLP† 16 UK 50 50 Greenwich Millennium Village Limited 16 UK 50 50
Brookmill Meadows LLP † 16 UK 50 - Heath Farm Lane LLP† 1 UK 50 50
Cambridge Road (RBK) LLP† 16 UK 50 50 IIH Oak Investors LLP 4 UK 26 26
Camden Development Partnership LLP† 16 UK 50 50 Kier Countryside Holdings 1 LLP † 16 UK 50 -
Cedar House Securities Limited 13 UK 50 50 Kier Countryside Holdings 2 LLP † 16 UK 50 -
Clapham Park
(Metropolitan Countryside) LLP†
16 UK 50 50 Kilnwood Vale LLP† 1 UK 50 50
Countryside 27 Limited† 16 UK 50 50 Lea Castle JV LLP† 1 UK 50 50
Countryside Annington (Mill Hill) Limited† 16 UK 50 50 Linden (Avery Hill) LLP† 1 UK 50 50
Countryside Clarion (Eastern Quarry) LLP† 16 UK 50 50 Linden (Basingstoke) Limited 1 UK 50 50
Countryside L&Q (Beaulieu) LLP† 16 UK 50 50 Linden (Battersea Bridge Road) LLP 1 UK 50 50
Countryside L&Q
(North East Chelmsford) LLP†
16 UK 50 50 Linden (Biddenham) LLP† 1 UK 50 50
Countryside L&Q (Oaks Village) LLP† 16 UK 50 50 Linden (Brampton) LLP† 1 UK 50 50
Countryside Maritime Limited† 16 UK 50 50 Linden (Enfield) LLP† 1 UK 50 50
Countryside Neptune LLP† 16 UK 50 50 Linden (Hartfield Road) LLP† 1 UK 50 50
Countryside Places for People
(Lower Herne) LLP†
16 UK 50 50 Linden (Manse Farm) LLP† 1 UK 50 50
Countryside Properties
(Accordia) Limited†
3 UK 50 50 Linden (Mowbray View 2) LLP† 1 UK 50 50
Countryside Properties
(Bicester) Limited †
16 UK 29 29 Linden (Northstowe) LLP† 1 UK 50 50
Countryside Properties
(Booth Street 2) Limited†
16 UK 39 39 Linden (Rainham) LLP† 1 UK 50 50
Countryside Properties (Merton Abbey
Mills) Limited†
16 UK 50 50 Linden (Sayers Common) LLP† 1 UK 50 50
Countryside Sovereign Swindon LLP† 16 UK 50 50 Linden (Vencourt) LLP† 1 UK 50 50
Crest/Vistry (Epsom) LLP† 14 UK 50 50 Linden (York Road) LLP† 1 UK 50 50
Crewe Lane Kenilworth JV LLP† 1 UK 50 50 Linden and Dorchester Limited† 1 UK 50 50
D R 4 Developments LLP† 1 UK 50 50
Linden and Dorchester
Portsmouth Limited†
1
UK 50 50
Linden Sovereign Brockworth LLP† 15 UK 50 50 Linden Homes Westinghouse LLP† 15 UK 50 50
Linden Wates (Barrow Gurney) Limited 1 UK 50 50 Opal (Earlsfield) LLP† 1 UK 50 50
Linden Wates (Bricket Wood) Limited 1 UK 50 50 Opal (Silvertown) LLP† 1 UK 50 50
Linden Wates (Cranleigh) Limited 1 UK 50 50 Opal (St Bernard's) LLP† 1 UK 50 50
Linden Wates (Dorking) Limited 1 UK 50 50 Opal Land LLP† 1 UK 50 50
Linden Wates (Horsham) LLP 1 UK 50 50 Overton View LLP † 16 UK 50 -
Linden Wates (Kempshott) Limited 1 UK 50 50 Peel Hall JV LLP † 1 UK 50 100
Linden Wates (Lovedean) Limited 1 UK 50 50 Pembers LLP† 1 UK 50 50
Linden Wates (Ravenscourt Park) Limited 1 UK 50 50 Ramsden Regeneration LLP† 1 UK 50 50
Linden Wates (Ridgewood) Limited 1 UK 50 50 Sandymoor JV LLP† 1 UK 50 50
210
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Vistry Group PLC
NOTES TO THE FINANCIAL STATEMENTS
continued
Ownership interest
in ordinary shares %
Ownership interest
in ordinary shares %
Registered
Office
Country of
incorporation
2023 2022
Registered
Office
Country of
incorporation
2023 2022
Linden Wates (Ringwood) LLP 1 UK 50 50 Shoo 22 Limited† 12 UK 38 38
Linden Wates (Royston) LLP 1 UK 50 50 Signal Park LLP 16 UK 50 -
Linden Wates (Salisbury) LLP 1 UK 50 50 Stanton Cross Developments LLP 1 UK 50 50
Linden Wates (The Frythe) Limited 1 UK 50 50 The Piper Building Limited† 1 UK 50 50
Linden Wates (Walberton) LLP 1 UK 50 50 Vistry Latimer Collingtree LLP† 1 UK 50 50
Linden Wates (West Hampstead) Limited 1 UK 50 50 Vistry Wates (Buckingham) LLP† 1 UK 50 50
Linden Wates (Westbury) Limited 1 UK 50 50 Vistry Wates (Leybourne) LLP† 1 UK 50 50
Linden Wates Developments
(Chichester) Limited
1 UK 50 50 Vistry Wates (Tenterden) LLP 1 UK 50 -
Linden Wates Developments
(Folders Meadow) Limited
1 UK 50 50 Vistry Wates (Walshes) LLP 1 UK 50 50
Linden/Downland Graylingwell LLP† 1 UK 50 50 Vistry Wates Finance LLP 1 UK 50 50
Littleport Developments LLP† 1 UK 50 50 Vistry Wates Holdings LLP 1 UK 50 50
Marrco 25 Limited† 16 UK 50 50 Vistry Wates Nominee Limited 1 UK 50 50
Milby Meadows LLP 16 UK 50 - West Bridgford JV LLP† 1 UK 50 50
Northwick Park Developments LLP 1 UK 50 50 Westleigh Cherry Bank LLP† 16 UK 50 50
One Lockleaze LLP† 1 UK 50 50 White Rock Land LLP† 1 UK 50 50
Wilmington Regeneration LLP† 1 UK 50 50
† Denotes entities where the accounting year end is not 31 December.
Significant holdings in undertakings other than subsidiary or joint venture undertakings
Registered office Country of
incorporation
Ownership interest in ordinary shares %
2023 2022
Berkshire Land Limited 1 United Kingdom 33 33
Bishop‘s Stortford North Consortium Limited
†
5 United Kingdom 33 33
Haydon Development Company Limited
†
7 United Kingdom 39 39
Langley Sustainable Urban Extension Limited
†
17 United Kingdom 33 -
Oxfordshire Land Limited 8 United Kingdom 25 25
† Denotes entities where the accounting year end is not 31 December.
REGISTERED OFFICE
1
11 Tower View, Kings Hill, West Malling, Kent,
ME19 4UY
2
C/o Gilliespie MacAndrew LLP, 5 Atholl Crescent,
Edinburgh, EH3 8EJ
3
C/o Interpath Limited, 10 Fleet Place,
EC4M 7RB
4
1148 Mountview Court High Road, London,
N20 0RA
5 Bath House, 6-8 Bath Street, Bristol, BS1 6HL
6
Croudace House, Tupwood Lane, Caterham,
Surrey, CR3 6XQ
7
6 Drakes Meadow, Penny Lane, Swindon,
Wiltshire, SN3 3LL
8
Persimmon House, Fulford, York,
Yorkshire, YO19 4FE
9 128 City Road, London, EC1V 2NX
10 47 Esplanade, St Helier, Jersey, E1 0BD
11 Bruce Kenrick House, 2 Kellick Street, London, N1 9FL
12
Duncan House Clipston Road, Sibbertoft,
Market Harborough, Leicestershire, LE16 9UB
13
8 Gleneagles Court, Brighton Road, Crawley,
West Sussex, RH10 6AD
14
500 Dashwood Lang Road Bourne Business Park,
Addlestone, Surrey, KT15 2HJ
15
Sovereign House, Basing View, Basingstoke,
Hampshire, RG21 4FA
16
Countryside House, The Drive, Brentwood,
Essex, CM13 3AT
17
One Eleven, Edmund Street, Birmingham,
West Midlands, B3 2HJ
JOINT VENTURES continued
FIVE
-
YEAR RECORD
-
UNAUDITED
2023
£m
2022
£m
(restated)
2021
£m
2020
£m
2019
£m
Revenue* 3,564.2 2,771.3 2,407.2 1,834.4 1,130.8
Operating profit 311.8 212.5 285.4 91.7 179.7
Net financing (costs)/income (63.0) (12.2) 4.1 (7.9) (6.8)
Share of result of joint ventures 56.0 47.2 30.0 14.9 1.8
Profit before tax 304.8 247.5 319.5 98.7 174.7
Income tax expense (81.4) (43.2) (65.4) (21.9) (36.3)
Profit after tax 223.4 204.3 254.1 76.8 138.4
ADJUSTED RESULTS
Adjusted revenue* 4,042.1 3,115.1 2,693.6 2,040.1 1,139.3
Adjusted operating profit 487.9 451.1 368.4 171.0 194.4
Adjusted net financing expenses (68.8) (32.7) (22.4) (27.1) (6.2)
Adjusted profit before tax 419.1 418.4 346.0 143.9 188.2
FINANCIAL POSITION
Net assets 3,318.5 3,249.7 2,390.6 2,195.1 1,272.0
Net (debt)/cash (88.8) 118.2 234.5 (37.9) (362.0)
Average capital employed 2,285.5 1,803.2 1,446.3 1,179.1 919.4
RETURNS
Adjusted operating margin (note 1) 12% 15% 14% 8% 17%
Reported operating margin (note 2) 9% 8% 12% 5% 16%
Return on net assets (note 3) 7% 9% 12% 6% 11%
Return on capital employed (note 4) 21% 25% 26% 14% 21%
HOMES (INCLUDING UNITS SOLD ON THIRD PARTY OWNED LAND)**
Number of Partner Funded completions (note 5) 10,722 5,447 - - -
Number of Open Market completions (note 5) 5,396 6,504 - - -
Total number of Completions (note 5) 16,118 11,951 11,080 8,954 3,867
Partner Funded average sales price (£’000) 223 191 - - -
Open Market average sales price (£’000) 389 372 - - -
Average sales price (£’000) 276 286 270 248 280
ADJUSTED EPS
Earnings per share (p) before exceptional items 88.2p 137.5p 125.5p 57.9p 104.3p
Earnings per share (p) after exceptional items 64.6p 86.5p 114.6p 34.8p 94.6p
DIVIDENDS PER SHARE
Paid (p) 32.0 63.0 40.0 - 58.5
Interim paid and final proposed (p) (note 6) - 55.0 60.0 20.0 61.5
* Reported revenue and adjusted revenue for 2022 have been restated in order to apply the Group’s change in accounting policy with respect to part
exchange property sales from the beginning of the comparative period, as discussed in note 1.8.
** Following the Group’s change in strategy and disaggregation of revenue between Partner Funded and Open Market is only available for FY23
and FY22.
Note 1: Adjusted operating margin has been calculated as adjusted operating profit over adjusted revenue.
Note 2: Reported operating margin has been calculated as operating profit over revenue.
Note 3: Return on net assets has been calculated as profit after tax over opening net assets.
Note 4: Return on capital employed has been calculated as adjusted operating profit over the average capital employed.
Note 5: Completions are shown including 100% of joint venture completions.
Note 6: In 2019 a second interim dividend was declared, not a final dividend. 61.5p includes this second interim dividend.
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2023
|
211
212
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Vistry Group PLC
SHAREHOLDER INFORMATION
FINANCIAL CALENDAR
DATE EVENT
08 April 2024 Mailing of 2023 Annual Report and Accounts
16 May 2024
Annual General Meeting
09 July 2024 Trading update
05 September 2024 Announcement of interim 2024 financial results
08 November 2024 Trading update
ANNUAL GENERAL MEETING
The 2024 AGM will be held at Linklaters LLP, One Silk Street,
London, EC2Y 8HQ on 16 May 2024 12.00 noon. The notice
convening the AGM and the form of proxy will be mailed
alongside the Annual Report and Accounts. The notice explains
the resolutions to be put to the meeting. The Articles of
Association of the Company, service contracts of the Executive
Directors, and the letters of appointment of the Chair and the
Non-Executive Directors are available for inspection at the
Company’s registered office.
You can also find the Notice of AGM on the
Company’s website
www.vistrygroup.co.uk/investor-centre
SHAREHOLDER ENQUIRES
The Company’s share register is maintained by Computershare.
Shareholders with queries relating to their shareholdings can
contact Computershare by:
Post: Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZZ.
Telephone: Vistry Group Shareholder Helpline: 0370 889 3236.
Online: www.investorcentre.co.uk is the easy way to manage your
shareholdings online.
Investor Centre is Computershare’s secure website. With Investor
Centre you can view shares balances, history and update
your details.
SHARE DEALING
If you wish to sell or purchase shares in the Company, you may
do so through a bank or a stockbroker. Alternatively, please go to
www.computershare.com/dealing/uk for a range of Dealing
services made available by Computershare.
Note: The provision of these services is not a recommendation to
buy, sell or hold shares in Vistry Group PLC
DIVIDEND REINVESTMENT PLAN (DRIP)
The DRIP gives shareholders the opportunity to reinvest their
dividends to buy ordinary shares in the Company through a
special dealing arrangement. For further information please
contact the Vistry Group Shareholder Helpline: 0370 889 3236.
ELECTRONIC COMMUNICATIONS
Instead of receiving printed documents through the post,
many shareholders now receive their annual report and other
shareholder documents electronically, as soon as they are
published. Shareholders that would like to sign up for electronic
communications should go to www.investorcentre.co.uk where
they can register.
CORPORATE WEBSITE
The Group’s corporate website is www.vistrygroup.co.uk.
It contains useful information for the Company’s investors
and shareholders.
For example, it includes press releases, details of forthcoming
events, essential shareholder information, a dividend history, a
financial calendar, and details of the Company’s AGM. You can
also subscribe to email news alerts.
SHARE FRAUD
Shareholders should be wary of fraudulent approaches from
third parties with respect to their shareholding in the Company.
In some cases, these are ‘cold calls’ and in others,
correspondence. They generally purport to be from a
firm of solicitors or an investment company and offer, or
hold out the prospect of, large gains on shares or other
investments you may hold. Shareholders are advised to
deal with firms authorised by the UK Financial Conduct
Authority (FCA). You can check whether a firm is properly
authorised by the FCA by visiting www.fca.org.uk/register.
For more detail on how to protect yourself from an
investment scan, or to report a scam go to
www.fca.org.uk/consumers or call 0800 111 6768.
COMPANY CONTACT DETAILS
Registered office
Vistry Group PLC, 11 Tower View, Kings Hill,
West Malling ME19 4UY
Registered in England with registration number 00306718.
Company Secretariat
Clare Bates - General Counsel and Group Company Secretary
Company.Secretary@vistry.co.uk
Annual Report and Accounts 2023
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213
2023 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
COMPANY ADVISORS
PRINCIPAL BANKERS STOCKBROKERS AUDITORS
Bank of China Limited Numis Securities Limited PricewaterhouseCoopers LLP
Barclays Bank PLC Peel Hunt LLP
Handelsbanken PLC HSBC Bank PLC
FINANCIAL ADVISOR
HSBC UK Bank PLC Rothschild & Co
Lloyds Bank PLC
INSURANCE BROKERS SOLICITORS
National Westminster Bank PLC Arthur J Gallagher Linklaters LLP
First Commercial Bank
Santander UK PL
REGISTRARS
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ
Companies Act Companies Act 2006
AFR Accident Frequency Rate
AGM Annual General Meeting
Articles the Company’s Articles of Association
Board the Board of Directors of the Company
Bovis Homes the ‘Bovis Homes’ housing brand of the Group
BNG Biodiversity Net Gain
CO2e Carbon Dioxide equivalent
Code UK Corporate Governance Code issued in
July 2018
The Combination The combination of Vistry Group PLC
and Countryside Partnerships PLC, which
completed on 11 November 2022, whereby
Vistry Group PLC acquired the entire share
capital of Countryside Partnerships PLC.
Company Vistry Group PLC
CPI Consumer Price Index
DTRs Disclosure Guidance and Transparency Rules
EBT the Company Employee Benefit Trust
ELT the Executive Leadership Team of the Group
FHS Future Homes Standards
FY23 the Company’s financial year ending
31 December 2023
GHG Greenhouse gas emissions
GDPR General Data Protection Regulations
Group or
Vistry Group
the Company and its subsidiary undertakings
HBF Home Builders Federation
HMRC HM Revenue & Customs
KPIs Key Performance Indicators
LAs Local Authorities
LDI Liability driven instruments
Linden Homes the ‘Linden Homes’ housing brand of
the Group
LLP Limited Liability Partnership
LTIP the Group’s Long-Term Incentive Plan
LTIR Lost Time Incident Rate
L&D Learning and Development team
MMC Modern Methods of Construction
NHBC the National House Building Council
PRS Private rented sector
RPs Registered providers
RPI Retail Price Index
SAYE the Group’s Save as You Earn share scheme
SBT Science Based Target
SBTI Science Based Target Initiative
SHE Safety, Health and the Environment
SIP the Group’s Share Incentive Plan
SSFR Service Strike Frequency Rate
SSSTS Site Supervisors Safety Training Scheme
TCFD the Task Force for Climate-related
Financial Disclosures
TSR Total shareholder return
UKGBC UK Green Building Council
UNSDG United Nations Sustainable Development Goals
UNFCC United Nations Framework Convention on
Climate Change
Vistry Works Timber frame manufacturing operation.
GLOSSARY
Vistry Group PLC, 11 Tower View
Kings Hill, West Malling, Kent ME19 4UY
©2024 Vistry Group PLC.
vistrygroup.co.uk
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