Capita plc - Annual Financial Report

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7 April 2015                                  Capita plc                                (the "Company")Annual Financial ReportIn compliance with Disclosure and Transparency Rule 4.1, the Company announcesthe publication of its Annual Financial Report for the year ended 31 December2014. Pursuant to Listing Rule 9.6.1, a copy of this document has beensubmitted to the National Storage Mechanism and will shortly be available forinspection at http://www.morningstar.co.uk/uk/NSM. The document is alsoavailable on the Company's website: www.capita.co.uk.Additional InformationA condensed set of the Company's financial statements and information onimportant events that have occurred during the financial year and their impacton the financial statements, were included in the preliminary resultsannouncement released on 26 February 2015. That information, together with theinformation set out below, which is extracted from the Annual Report andAccounts 2014, is provided in accordance with the Disclosure and TransparencyRule 6.3.5. This information should be read in conjunction with the Company'spreliminary results announcement. This announcement is not a substitute forreading the full Annual Report and Accounts 2014. Page and note referencesbelow refer to the corresponding pages and/or notes in the Annual Report andAccounts 2014.Principal risks and uncertaintiesRisk managementControlled risk taking is fundamental to the organisation's success, ensuringthat risks and rewards are balanced in the pursuit of sustainable, profitablegrowth. Capita is not risk averse, it looks to actively manage risks which ithas scrutinised and has an appetite for within our underlying risk andtolerance framework.We believe that conducting our business with integrity, applying a high levelof skill, care and diligence to what we do, services the interests of all ourstakeholders. This allows us to grow in a controlled manner, and achieve ourbusiness goals.The risks Capita faces evolve over time as a result of both the changing sizeand complexity of our business and its services but also through changes in theexternal legal, economic and regulatory environment. In 2014, we have seen thefollowing developments in the wider risk environment:  * increased understanding of the extent of `cyber' threats facing UK plc    including the activity of hacktivists and those seeking fraudulent access    to funds, data and information  * increased European regulation in areas such as data protection and asset    management  * economic pressures raising litigation risk around asset performance  * UK regulatory developments around `conduct' requiring greater focus on end    customer outcomes in financial services and utility industries  * increased focus on environmental risks through carbon pricing and energy.Our risk management activities seek to protect the business from unnecessaryrisk exposure, whilst still allowing divisional and business management tooperate with sufficient flexibility to react to market needs. It also helps usdemonstrate to clients, end customers and regulators how we take ourresponsibilities seriously.As Capita's business model devolves certain authority and responsibility tobusiness management at all levels, risk management is primarily theresponsibility of those who are in the best position to understand and acteffectively. They apply risk management in line with the Group-wide Risk Policyset to reflect the risk appetite set by the Board and within an industrystandard `three lines of defence' model.Principal risk categoriesWe operate a total of 22 risk categories which are kept under regular review.Those deemed to have significant potential impact or exposure, as identifiedthrough the Group's Risk Management Framework, are detailed below:Key risk       Potential risks and   Mitigating activities  2014 developmentscategories     impacts               includeBusiness         * Changes to the      * Focus on widening    * Successful entryenvironment        political,            scope of existing      to new markets                   commercial or         contracts              and sectors for                   market landscape                             Capita including                   affect the          * Focus on 11            mortgage                   viability of          diverse public and     administration,                   Capita's              private sector         electronic                   businesses. Key       markets                monitoring and                   elements of                                  AXELOS, our                   Capita's business   * Continual work to      public sector                   model fail to         diversify business     subsidiary                   adjust to             operation across       partnership with                   changing market       new private/public     the Cabinet                   needs on a timely     sector markets and     Office                   basis and become      market segments.                   diluted or                                 * Actively                   obsolete                                     monitored                                                                potential                 * Actions of                                   political and                   competitors                                  other                   impact Capita's                              developments                   competitive                   position.                                  * Focus from CEO                                                                on innovation                                                                and                                                                responsiveness                                                                to change.Operational      * Failure to meet     * Operating            * Significant anddelivery           contractual           performance            complex projects                   terms, milestones     indicators in          now brought                   and service level     place for all          within single                   agreements in         business and key       division to                   major contracts       contracts              share management                                                                expertise and                 * Delivery of         * Robust contractual     learnings                   contracts fail to     and governance         regarding robust                   meet quality,         mechanism              oversight and                   cost or                                      support help                   performance         * MOB and Risk           focus right                   expectations          Committee              management                                         challenge and          oversight and                 * Financial client      oversight              support                   service penalties                                       * Risk-based           * Refreshed risk                 * Mismanagement of      independent            governance                   complex client        assurance (GIA)        through new                   relationship                                 framework to                   structures          * Cross-relationship     track issues and                                         operational,           mitigate                 * Loss of contract.     technical and          earlier.                                         commercial                                         oversight and                                         governance.Duty of care     * Failure to          * Safeguarding         * Successful                   provide adequate      policy, process        introduction of                   duty of care to       and standards          Group-wide                   staff,                                       Safeguarding                   stakeholders,       * Widespread focus       policy                   clients and end       on `conduct risk'                   customers of our      and the delivery     * New health &                   services              of end customer        safety and                                         outcomes               property portal                 * End customer                                 for reporting                   detriment           * Rigorously applied     and issue                                         Group-wide health      tracking/                 * Adverse impact on     and safety policy,     resolution.                   wellbeing of our      process, training                   employees             and audits                 * Failure of health   * Incident                   and safety            management system                   compliance            that includes                                         issues around duty                 * Failure of            of care                   clinical                   governance in our   * Robust operational                   health-related        monitoring and                   businesses.           oversight of our                                         health-related                                         activities.Technical        * Failure to          * Adoption of          * Appointment ofinfrastructure     provide adequate      industry standard      CIO to takeand resilience     IT services to        managed service        forward greater                   support core          standards and          development of                   services and          controls               Group's IT                   business needs                               strategy and                                       * Robust business        central                 * Loss of core          continuity/            provisioning                   systems/              disaster recovery                   technology with       programme            * Commencement of                   long term impact                             Group-wide                   on client           * Deployment of          business impact                   delivery              issue detection        assessments to                                         software and           draw up single                 * System resilience     resolution             view of                   and stability         practices              resilience                   does not meet                                issues                   service delivery    * Adoption, where                   needs or              appropriate, of      * Acquisitions of                   expectations          ISO27001 standards     Updata and other                                                                IT/ network                 * Legacy system       * Investment into        firms strengthen                   maintenance           upgraded core IT       our core network                                         infrastructure.        provision                 * Inadequate                   business                                   * Development of                   continuity/                                  cloud capability                   disaster recovery                            and move of core                   arrangement.                                 systems                                                                commenced in                                                                2014.Information      * Exposures and       * Group-wide           * Refresh of oursecurity           subsequent            policies and           Group                   contractual and       procedures             Information                   regulatory                                   Security                   penalties brought   * Single information     standards                   about through         security framework                   failure to                                 * Group-wide                   protect             * Risk Committee         information                   information/ data     oversight at all       threat                   assets of Capita,     business levels        assessment with                   our clients or                               assistance of                   end customers       * Staff training and     third party                   from loss, theft,     monitoring             consultancy                   alteration or         programme                   destruction                                * Recognition of                                       * Incident               importance of                 * Failure in the        management system      Cyber Security                   mechanisms to                                risks by Board.                   secure or recover   * Cross-Group forum                   sensitive             to evaluate issues                   information           and effective                                         controls                 * Loss or theft of                   intellectual        * Local divisional                   property              skilled specialist                                         information                 * Cyber crime.          security resource.Human            * Failure to          * Comprehensive        * Further roll outresources          attract, manage       succession             of our vetting                   or retain             planning               process to new                   sufficient,                                  Capita                   skilled or          * Continual              businesses and                   experienced staff     development and        internal movers                                         performance            to sensitive                 * Morale issues         management             roles                   impact                   productivity and    * Extensive training   * Refresh of                   innovation            and development        `Speak Up'                                         for all staff and      Public Interest                 * Costs of              management             Disclosure                   increased/                                   Policy                   excessive           * Comprehensive                   turnover of staff     screening/vetting    * Talent                                         process in line        management                 * Impact on             with roles             initiatives                   Capita's                                     launched to                   credibility as an   * Whistleblowing         identify and                   employer              line to ensure any     nurture existing                                         significant staff      Capita talent.                 * Key person            issues can be                   reliance/             reported and                   management            escalated                   stretch.              appropriately.Partnerships/    * Contractual         * Group outsourcing    * Refresh andthird parties/     dispute with          (material              roll-out ofoutsourcing        contracted firms      suppliers) policy      revamped                                                                material                 * Disruption to       * Review of key          suppliers policy                   supply chain          third party                                         contracts by         * Greater controls                 * Service               commercial teams       over contract                   interruption                                 documentation                   where reliance is   * Monitoring of key      and retention                   placed on the         outsourced                   resilience of         services Service     * AXELOS public                   partner, third        Level Agreements       sector                   party or              (SLAs)                 subsidiary                   outsourced                                   partnership with                   relationship        * Partnership            Cabinet Office                                         governance             launched January                 * Partners and/or                              2014.                   third parties do    * Business                   not act within        resilience                   the intended          arrangement of                   limits of their       third parties in                   authority or do       place to protect                   not perform in a      key services.                   manner consistent                   with Capita's                   strategies and                   objectives                 * Liabilities for                   actions of third                   parties                 * Failure in third                   parties                   governance/                   inappropriate                   business                   practices.Integration,     * Planned synergies   * Due diligence on     * Refreshedtransition and     failing to            broad                  approach tochange             achieve targets       categorisation of      business                                         risk exposures         integration                 * Detrimental                                  focusing on                   impact on growth    * `Black Hat'            local management                   and performance       governance process     ownership with                   of business                                  appropriate                                       * Group Board review     oversight.                 * Integration           and approval of                   challenges            acquisition and                   resulting in          significant bids                   increased                   operational risks   * Commercial and                                         contractual terms                 * Mispricing of         closely reviewed                   long term major       to ensure clarity                   contracts                                       * Early adoption of                 * Impairment of         MOB & risk                   goodwill and          management                   intangible assets     processes                   through                   underperformance    * Emerging risk                   or unforeseen         review and                   developments in       appropriate                   acquired              escalation                   businesses                                       * Integration and                 * Multi-stakeholder     transition process                   relationships                                       * Strong financial                 * Mismanagement of      controls operated                   priority              by unified                   deliverables and      financial                   business as           structure and                   usual.                system                                       * Robust change gap                                         analysis                                         activities and                                         remediation                                         planning.Financial        * Risk of financial   * Strong financial     * Group Internalexposure           loss or failure       controls operated      Audit reviews of                   to operate within     by a unified           completeness of                   financial targets     finance structure      income across                   as a consequence      and system             spread of                   of external or                               businesses                   internal            * Monthly finances                   vulnerabilities       reviewed in MOB      * Introduction of                                                                "My Purchasing"                 * Adverse effect on   * Rigorous capital       process to                   business              expenditure            strengthen                   financial             approval and           procurement                   performance from,     monitoring             controls and                   e.g. mispricing,      controls               link to                   performance                                  invoicing.                   issues, client      * Robust procurement                   dispute or            process to further                   changing market       strengthen                   landscape             expenditure                                         controls                 * Adverse investor                   impact (share       * Business disposal.                   price).Legal risk       * Failure to comply   * Commercial and       * New Commercial                   with legislative,     contractual terms      Risk Awareness                   contractual,          closely reviewed       training                   fiduciary,            to ensure clarity      launched for                   statutory and/ or                            wider business                   judicial            * Contractual            leadership to                   requirements          warranty               enhance                                                                knowledge of key                 * Criminal            * Monitoring and         contracting                   liability.            tracking of            process and                                         legislative            commercial risk                                         requirements           management.                                         across all Capita                                         jurisdictions                                       * Proactive and                                         reactive Group                                         legal support.Financial        * Financial impact    * Board led            * Appointment ofcrime              of fraud              anti-corruption        new Group Head                                         and anti-fraud         of Financial                 * Significant civil     culture; zero          Crime Prevention                   and criminal          tolerance approach     to better                   penalties in          with robust            coordinate Group                   cases of bribery/     disciplinary           policies and                   corruption and        process                standards                   subsequent                   potential           * Formal risk          * Enhanced                   prohibition from      assessment of          policies and                   public sector         vulnerabilities        oversight of                   contracts                                    financial crime                                       * Appropriate            risks in Group                 * Exposure to           policies and           to reflect                   parties               procedures in          growth of Capita                   exploiting            place including a      into new sectors                   vulnerabilities       Group-wide             and                   through a variety     whistleblowing         jurisdictions                   of fraudulent or      policy                   criminal acts                              * Refresher                                       * Comprehensive          training                 * Failure in            training of senior     undertaken for                   supervision or        management across      Board and senior                   corrective            Capita                 management on                   actions                                      bribery risks.                   associated with     * Fraud                   financial crime.      investigations                                         team to                                         investigate and                                         prosecute cases,                                         identify root                                         causes and embed                                         remedial work.Regulatory       * Non-compliance of   * Appropriate          * Introduction ofrisk               our businesses        policies and           consumer credit                   with the              processes              regulation by                   requirements of                              FCA managed                   regulated bodies    * Monitoring by          across Group                   in the UK or          compliance teams       firms                   overseas              in Group,                                         Divisions and        * Ongoing                 * Regulatory,           Business units and     relationship                   financial and         Internal Audit         with FCA                   contractual           oversight              maintained                   penalties                                       * Supervisory teams    * New regulator                 * New regulatory                               for Group firms                                       * Rigorously applied     with the               requirements for          environmental          purchase of a               emerging Capita           policy and process     Solicitors               businesses                                       Regulatory                                       * Measure and manage     Authority                 * Non-compliance        carbon footprint       supervised firm                   with                  exposure and                   environmental         achieve energy       * Further                   regulations.          reduction              development of                                                                knowledge of our                                       * Reduction in paper     exposures to                                         use and increase       Ofcom, Ofgem                                         in recycling.          regulatory                                                                regimes.Brand and        * Internal or         * Centralised          * Furtherreputation         external              proactive PR team      strengthening of                   activities and                               management                   events affect       * Incident support       control around                   Capita's brand or     by internal PR         key contracts                   reputation            team                   such as the                                                                Recruitment                 * Failure to          * Reactive PR            Partnering                   maintain client       strategy in            Project to                   or market sector      association with       provide even                   trust in the          business, clients      greater line of                   Capita brand          and public sector      sight for Board                                         subsidiary                 * Threat of hostile     partnerships         * Greater                   or sustained                                 understanding                   media attention     * Investor relations     across business                   towards Capita        strategy to            of activities of                   businesses and        develop and            central PR team                   activities or         maintain open                   corporate actions     relationships with   * Re-launch of                                         investment             Capita values,                 * Adverse investor      community.             emphasising                   impact.                                      service delivery                                                                excellence and                                                                fair treatment                                                                of customers                                                              * Increased                                                                recognition of                                                                potential brand                                                                and reputation                                                                risks through                                                                specific                                                                inclusion on the                                                                risk framework.Related party transactionsCompensation of key management personnel                                 2014             2013                                   £m               £mShort term employment             9.0              8.1benefitsPension                           0.2              0.2Share based payments              6.8              6.0Total                            16.0             14.3Gains on share options exercised in the year by Capita plc executive directorswere £6.6m (2013: £5.2m) and by key management personnel £2.1m (2013: £1.1m),totalling £8.7m (2013: £6.3m).During the year, the Group rendered administrative services to Smart DCC Ltd, awholly owned subsidiary which is not consolidated. The Group received £25.8m ofrevenue for these services. The services are procured by Smart DCC on an arm'slength basis under the DCC licence. The services are subject to review by Ofgemto ensure that all costs are economically and efficiently incurred by SmartDCC.Capita Pension and Life Assurance Scheme is a related party of the Group.Transactions with the Scheme are disclosed in note 32 - Employee benefits onpage 154.The following companies are substantial shareholders in the Company andtherefore a related party of the Company (in each case for the purposes of theListing Rules of the UK Listing Authority). The number of shares held on 18February 2015 was as below:Shareholder                            No. of shares       % of voting rightsMarathon Asset Management LLP            22,933,805               3.46Woodford Investment Management LLP       35,060,250               5.30Invesco Asset Management                 68,877,348               10.41Veritas Asset Management LLP             48,291,643               7.30Legal & General Investment               19,920,066               3.01ManagementStatement of Directors' responsibilityThe Directors confirm that, to the best of their knowledge: a. the consolidated financial statements in this report, which have been    prepared in accordance with International Financial Reporting Standards    (IFRS) as adopted by the European Union, IFRIC interpretations and those    parts of the Companies Act 2006 applicable to companies reporting under    IFRS, give a true and fair view of the assets, liabilities, financial    position and profit of the Group taken as a whole; b. the parent company financial statements in this report, which have been    prepared in accordance with United Kingdom Accounting Standards (UK GAAP)    and applicable law, give a true and fair view of the assets, liabilities,    financial position and profit of the Company; and c. the management report contained in this report includes a fair review of    the development and performance of the business and position of the Company    and the Group taken as a whole, together with a description of the    principal risks and uncertainties that they face.By order of the BoardA Parker             G M Hurst*Chief Executive      Group Finance Director25 February 2015Forward-looking statementThe Directors present the annual report for the year ended 31 December 2014which includes the strategic report, governance and audited Group accounts forthe year. Pages 1 to 108 of the annual report comprise a report of theDirectors that has been drawn up and presented in accordance with Englishcompany law and the liabilities of the Directors in connection with that reportshall be subject to the limitations and restrictions provided by such law.Where we refer in this report to other reports or material, such as a websiteaddress, this has been done to direct the reader to other sources of Capitainformation which may be of interest to the reader. Such additional materialsdo not form part of the report.Contact: Francesca Todd, Group Company Secretary, 020 7202 0641*G M Hurst retired from the Board on 28 February 2015