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Morgan Sindall Group plc
Annual Report 2024
Contents
Strategic report
03
2024 in numbers
04
The quick read
06
Chief executive’s statement
07
Our divisions
08
Business model
10
Purpose, values and strategy
11
Our stakeholders
14
Key performance indicators
16
Market conditions
17
Financial review
20
Capital allocation
22
Operating review
38
Responsible business strategy
and performance
52
Managing risk
63
Climate reporting
75
Section 172 statement
76
Non-financial and sustainability
information statement
78
Going concern and
viability statement
Governance
81
The UK Corporate
Governance Code
83
Chair’s statement
85
Board overview
86
Board of directors
88
Directors’ and corporate
governance report
111
Directors’ remuneration report
131
Other statutory information
Financial statements
136
Independent auditor’s report
147
Consolidated financial
statements
184
Company financial statements
195
Shareholder information
197
Appendix – Carbon emissions
background and terminology
1
MSCI is a provider of decision support
services for the global investment
community; its ESG ratings are used
by the majority of our major shareholders.
CDP is a charity that runs the global
disclosure system for investors, companies,
cities, states and regions to manage their
environmental impacts.
We are the partnerships,
fit out and construction
services group.
Our record full-year performance
in 2024 reflects the strength and
diversity of our operations and the
talent and commitment of our people.
We continue to prioritise delivering
social and environmental value,
achieving an A CDP Climate score and
an ESG rating of AAA from MSCI.
1
Materiality
Our annual report aims to provide our investors with the information they
need to make decisions, for example on whether to buy, hold or sell our
shares, how to vote on their shares and whether to engage with our Board
on any issue. We have included information we believe is material to these
decisions and presented it in a way that we believe is fair, balanced and
understandable. We recognise that this report will be read by a variety
of other stakeholders including employees, our supply chain, clients and
partners, funders and performance bond issuers, analysts and regulators.
Where we believe that a topic is material to many of them, based on our
latest materiality assessment (see page 39), we either include it in this
report or refer to other reports and information on our website. We believe
this approach meets the requirements of company law, the UK Corporate
Governance Code, the Companies Act 2006 and UK-adopted international
accounting and reporting standards, and that we go beyond these
requirements where we feel it is useful for the reader.
*
See note 28 to the consolidated financial statements for alternative
performance measure definitions and reconciliations.
1
The 2019 baseline for Scope 1 and 2 emissions was 20,903 tonnes CO
2
e.
This figure represents our UK and European operations. See Appendix
on pages 197 and 198 for emission scope definitions.
2
Includes number of apprentices, sponsored students and employees
undertaking national vocational and professional qualifications.
3
Number of lost time incidents x 100,000 divided by the number of hours
worked. Lost time incidents are those resulting in absence from work for
a minimum of one working day, excluding the day the incident occurred.
2024 in numbers
Strong operating
performance
Financial strength and
shareholder returns
Social and
environmental value
Revenue
£4,546.2m
(2023: £4,117.7m)
Operating profit (adjusted*)
£162.6m
(2023: £141.3m)
Operating profit
£162.0m
(2023: £140.6m)
Secured workload
£11,419.3m
(2023: £8,920.2m)
Profit before tax (adjusted*)
£172.5m
(2023: £144.6m)
Profit before tax
£171.9m
(2023: £143.9m)
Average daily net cash
£374.2m
(2023: £281.7m)
Total dividend per share
131.5p
(2023: 114.0p)
Reduction in Scope 1 and 2
carbon emissions since 2019
1
44%
(2023: 45%)
CDP Climate score
A
(2023: A)
Apprentices, sponsored students
and professional learning
2
1,087
(2023: 966)
Lost time incident rate
3
0.23
(2023: 0.24)
03
Strategic report
The quick read
Harnessing the energy of our people to achieve the improbable
1.
Our specialist
divisions
Through six divisions, we provide fit out
and construction services and work in
partnerships to deliver housing and
mixed-use regeneration.
Partnerships
n
Partnership Housing
n
Mixed Use Partnerships
Fit Out
n
Fit Out
Construction Services
n
Construction
n
Infrastructure
n
Property Services
3.
Our
strategy
We pursue organic growth for the Group
through the exceptional performance of
our businesses.
Our priorities
n
Achieve quality of earnings
n
Excel in project delivery
n
Secure long-term workstreams
n
Keep innovating to deliver on our Total
Commitments to our stakeholders and
wider society
n
Maintain financial strength
2.
Our business
model
We generate cash from fit out and
construction services and invest in long-term
partnership schemes which in turn create
opportunities in construction.
Our capabilities match the UK’s growing
demand for affordable housing, regeneration
and investment in public, commercial and
social infrastructure.
4.
Core
Values
Our purpose, culture, strategy and performance
are driven by our Core Values. We encourage
our people to challenge the status quo and
exceed our stakeholders’ expectations.
The customer
comes first
Talented people are
key to our success
Consistent
achievement
requires challenging
the status quo
We act responsibly
to do the right thing
We have a
decentralised
philosophy
See page 8
See page 7
See page 10
See page 10
04
Morgan Sindall Group plc
Annual Report 2024
The quick read
continued
5.
A decentralised
approach
At the heart of our Core Values is our
decentralisation.
Our divisions are complementary but
different, and our decentralised approach
enables them to respond quickly to the
specific needs of their markets.
Our people are empowered to make
the right decisions for the business and
our stakeholders.
7.
Dedicated
to our stakeholders
Long-term relationships, based on dialogue,
transparency and collaboration, are key to
our success.
Our key stakeholders
n
Our people
n
Supply chain
n
Clients and partners
n
Local communities
n
Shareholders
n
Funders and performance bond issuers
6.
Being a responsible
business
We have made five Total Commitments
to our stakeholders and wider society.
8.
Our Total Commitments
are aligned with the United
Nations (UN) Sustainable
Development Goals
We believe we can have the biggest impact in
the following:
See page 38
See page 7
See page 11
Protecting
people
Developing
people
Improving the
environment
Working
together with
our supply chain
Enhancing
communities
Our Total
Commitments
Visit morgansindall.com
for more information
05
Strategic report
Chief executive’s statement
Another record year
for the Group
Construction services includes Construction, Infrastructure
(including the BakerHicks design business) and Property
Services. This is one area where we wish to grow the
businesses carefully, as margin has and will be a huge focus.
If we hit challenging times, we would rather let the revenue fall
and preserve margins. Like Fit Out, these businesses generate
a significant amount of free cash and are capital-light.
Partnerships, fit out and construction services represent
everything we do, now and in the foreseeable future.
Creating shared value
As the business grows, we must remain committed to
operating as a responsible business by creating value for
communities and decarbonising our activities. In 2024,
we published our first Transition Plan for meeting our
science-based carbon-reduction targets and identified new
opportunities to achieve emissions reductions across the
Group. We also took action to improve our data collection
and to help our suppliers and clients reduce their emissions.
During the year, we refreshed our health and safety objectives
and developed ways to track our positive safety interventions,
which we believe will help further strengthen our safety
performance. We have also expanded our ways of measuring
and increasing the social impact of our projects; for example,
in collaboration with HACT, the Housing Associations’
Charitable Trust, and Simetrica-Jacobs, we have replaced our
‘Social Value Bank’ with the ‘Built Environment Bank’, which will
better measure our contribution to social wellbeing. This year
we have reported our contribution as measured by the Social
Value Portal, which determined that our activities have
contributed £4.6bn in social value since October 2023.
Our outlook for 2025
While there is continued uncertainty in the wider
macroeconomy, we remain positive for the year ahead.
With our high-quality and growing order book spread across
a wide range of sectors, we are well positioned for the future
and on track to deliver an outcome for 2025 which is in line
with our current expectations. We remain focused on making
our business better and better, and better again.
Our performance reflects the quality of
our diverse operations and the talent and
commitment of our people.
2024 was another record year for the Group, delivering
significant double-digit growth for both adjusted profit before
tax and the full-year dividend, supported by our high-quality
order book. We have continued to make strategic and
operational progress and remain well positioned to support
the government’s affordable home and social infrastructure
plans over the medium term. As a result, we have upgraded
the medium-term targets for four of our six divisions. Our
strong balance sheet, supported by a substantial average daily
cash position, has allowed us to focus on making the right
decisions to drive long-term sustainable growth while also
supporting returns to shareholders.
Our strategy for long-term growth
At the half year, we announced a new way of describing
ourselves, as the ‘partnerships, fit out and construction
services group’. We believe this better reflects the way the
business has matured and our specialisms have increased.
While it describes what we do as a Group, our individual
businesses remain absolutely autonomous and their brand
identities, which are very important to us, remain intact.
All of our three specialisms have their own dynamics and
strategic priorities, and each is at a different level of maturity
while remaining critical to the Group.
Partnerships consists of our Partnership Housing and Mixed
Use Partnerships (previously ‘Urban Regeneration’) divisions.
These businesses have very strong brands, and everything
they do is in partnership. They need cash investment to grow
but will be a key driver towards profitable growth for the
Group in the medium to long term. Partnership Housing is
growing its long-term partnerships with the public sector,
while Mixed Use Partnerships has seen its order book grow
from £1,825.6m in 2023 to £4,084.9m in 2024 and signed
£2.36bn of development agreements during the year.
Fit Out is our most mature area. The business is the market
leader, generating a significant amount of free cash and
having almost no capital requirements. Our challenge here
is to maintain this position.
John Morgan
Chief Executive
06
Morgan Sindall Group plc
Annual Report 2024
Our divisions
Offering expertise that meets the
specific needs of our markets
Energy, nuclear, rail,
highways, water and
defence markets.
morgansindallinfrastructure.com
Construction
Infrastructure
Partnership
Housing
Revenue
£1,044.1m
Revenue
£1,047.0m
Revenue
£861.2m
Revenue
£1,300.3m
Revenue
£90.5m
Revenue
£223.2m
Fit Out
Mixed Use
Partnerships
Property
Services
Education, healthcare,
commercial,
industrial, leisure
and retail markets.
morgansindallconstruction.com
Partnerships with
local authorities and
housing associations.
Mixed-tenure
developments,
building/developing
homes for open
market sale and for
social/affordable rent,
design and build
house contracting,
and planned
maintenance and
refurbishment.
lovell.co.uk
Transforming the
urban landscape
through partnership
working and the
development of
multi-phase sites
and mixed-use
placemaking.
museplaces.com
Response and planned
maintenance services
for social housing and
the wider public
sector.
morgansindallpropertyservices.com
Infrastructure
includes the
BakerHicks design
activities based out
of the UK and
Switzerland.
bakerhicks.com
Office interior design
and build services
direct to occupiers.
morganlovell.co.uk
Fit out and
refurbishment in
commercial, central
and local government
offices, as well as
further education.
overbury.com
Partnerships
Fit Out
Construction Services
07
Strategic report
Business model
A diverse business creating long-term
value in the built environment
Talented people
A positive health, safety
and wellbeing culture
Long-term client relationships
National network of
supply chain partners
Capability and experience
in delivering environmental
and social value
Technology for innovation,
efficiency and safety
Strong balance sheet and a
significant net cash balance
1. Our valued resources
Our capabilities are aligned with sectors of the UK
economy which support the current and future
demand for affordable housing, urban placemaking
and investment in public, commercial and
social infrastructure.
Our decentralised approach allows our specialist
divisions to respond quickly to the needs of their
markets and achieve the best outcomes for our
stakeholders. See page 7 for detail on our divisions’
services and markets and pages 22 to 37 for an
update on their respective business environments.
We use cash from our fit out and construction
activities to invest in long-term housing and
mixed-use schemes delivered through partnerships,
which in turn provide opportunities for construction.
More detail on investment in our partnership activities
can be found on page 21.
For information on how we manage and sustain our
resources, see pages 11 to 13 (our stakeholders); 38 to
51 (responsible business strategy and performance);
17 to 19 (financial review); 22 to 37 (operating review);
and 52 to 62 (managing risk).
08
Morgan Sindall Group plc
Annual Report 2024
Invests cash for long-term
value and provides
construction opportunities
Generates cash
Generates cash
Business model
continued
2. How we operate
3. Value we create
Transforming the built environment:
New housing, schools and colleges, commercial and critical services infrastructure, mixed-use
urban places, and property services for social housing.
High-quality
projects:
91%
Perfect Delivery
Social value:
£4.6bn
as determined by the Social Value
Portal (see page 50 for detail)
Helping our
people succeed:
662
promoted internally
Environmental value:
44%
reduction in Scope 1 and 2 carbon
emissions since 2019
Supporting our
supply chain:
98%
invoices paid
within 60 days
Shareholder returns:
131.5p
total dividend
per share
09
Strategic report
Purpose, values and strategy
Focused on exceeding our stakeholders’ expectations
Purpose
Harnessing the energy of our people
to achieve the improbable.
We are a group of complementary but very different
businesses and every project is unique.
Through our highly decentralised philosophy, our people
have the responsibility and authority to make the right
decisions at pace.
We encourage our people to think differently and find
better ways of doing things. This way we can keep
exceeding our stakeholders’ expectations, even as those
expectations increase.
Values
Our Core Values define our culture and
drive our purpose and strategy.
The energy of our talented teams, together with
our deeply held Core Values, enables us to exceed
our stakeholders’ expectations.
Strategy
Organic growth for the Group through the
exceptional performance of our businesses.
Achieve quality of earnings
by selecting the
right projects aligned to our core strengths
Excel in project delivery
for our customers
and end users
Secure long-term workstreams,
underpinned by our teams’ strong and
lasting client and partner relationships
Keep innovating to find new and
better ways of delivering on our
Total Commitments:
n
Protecting people
n
Developing people
n
Improving the environment
n
Working together with our supply chain
n
Enhancing communities
Maintain financial strength, especially
in adverse economic conditions,
with
a strong balance sheet, significant levels
of cash, attractive dividend policy, and
by investing in partnership activities
and growth
The customer
comes first
Talented people are
key to our success
Consistent
achievement
requires challenging
the status quo
We act responsibly
to do the right thing
We have a
decentralised
philosophy
See page 92 for how the Board monitors our culture and ensures
it aligns with our purpose, values and strategy
See pages 14 and 15 for our performance against our strategic
priorities and pages 53 to 61 for our principal risks
10
Morgan Sindall Group plc
Annual Report 2024
Our stakeholders
The quick read...
The Board engages directly with our people,
shareholders, analysts and funders; our divisions
manage their relationships with their people, supply
chain, clients, partners and local communities
The executive directors are kept informed of the
divisions’ stakeholder engagement via regular
divisional board meetings and update the Board
as appropriate
Understanding our
stakeholders’ priorities
We develop long-term relationships through close working
and communication.
Our people
The passion and expertise of more than 8,000
employees enable us to achieve the improbable
for our stakeholders. Thirty-six percent of our
people have been with the Group for six or
more years.
How the Group engaged
Our divisions engage with their people through surveys to
hear their views, conferences and other channels to keep
them updated on business performance, forums for gathering
ideas and innovations, initiatives to clarify career paths and
improve conversations between employees and their line
managers, and efforts to improve people’s wellbeing and
increase social interaction between colleagues.
Examples of actions taken during the year in direct response
to feedback include the following:
To enhance processes for career planning and
opportunities, Infrastructure launched ‘Development
Conversations’ and partnered with Cargyll leadership
development consultants and Ashton Business School to
launch a ‘Reach Higher’ programme. Partnership Housing
advertised all vacancies internally and 69 employees
were promoted.
To address concerns around workload and work–life
balance, Mixed Use Partnerships communicated its
resource planning as part of regional roadshows on its
strategic plan. BakerHicks strengthened its recruitment
team, enhanced parental leave payments and introduced
the opportunity for people to take a career break of up to
one year while their role remains open.
Property Services held a series of ‘Town Hall’ meetings
where points raised included questions about the future
financial performance of the business. The division held
its first senior managers’ conference in 2024 where it
presented a five-year growth plan, and provided its leaders
with content on its growth strategy to cascade to colleagues
throughout their respective business areas.
In response to comments related to safety, Fit Out has
recruited health and safety business partners for each of
its business units to provide proactive preventative health
and safety planning and to provide its supply chain with one
point of contact for incident reporting and investigation,
while Property Services is trialling a personal safety device
for operatives working alone.
How the Board engaged
All non-executive directors engage with employees as part of
our annual strategy review, visiting project sites and meeting a
broad range of employees, individually or in groups, sometimes
without senior managers present. Non-executives also meet
colleagues at divisional employee conferences and our annual
senior management conference. Divisional managing directors
and other internal experts present at Board and responsible
business committee meetings, and each year the Board meets
informally with representatives from two divisions.
No issues arose from discussions with employees in 2024
that impacted the Board’s principal decisions. At its December
meeting, the Board conducted its annual review of the
divisions’ engagement with their employees and noted that
people were open, positive, engaged and willing to speak up,
which aligns with the Group’s culture. The Board also
considered the effectiveness of its process for engaging
with employees, and concluded that it remains effective,
as it enables all non-executives to hear the perspectives
of a wide range of employees.
See pages 40 to 43 for more information on our engagement with our
people during the year
Supply chain
Our national network of selected suppliers
and subcontractors are aligned to our values, and
we regard them as strategic, long-term partners.
Our strong relationships with our supply chain
help us achieve superior project delivery and
can give us a competitive advantage.
How the Group engaged
We engage through site inductions and toolbox talks
conveying our culture, values and standards, discussions
on topics such as safety, wellbeing and modern slavery,
and data platforms providing online resources. Group
and divisional networking events provide information on
upcoming projects, procurement prospects, health and safety
training opportunities, new technologies and site standards.
11
Strategic report
Our stakeholders
continued
We offer our supply chain constructive feedback and, where
needed, guidance on performance against set criteria.
Having launched our Supplier Code of Conduct in 2023,
which shared details of our whistleblowing arrangements and
encouraged our supply chain to let us know of any concerns
they have, we noted during 2024 a higher number of
calls made by members of our supply chain to our ‘Raising
Concerns’ helpline, indicating an increased level of engagement.
How the Board engaged
The Board regularly reviews the divisions’ payment practices,
health and safety statistics, and strategies and actions to
prevent modern slavery. The executive directors are updated
on supply chain relationships at their monthly divisional board
meetings and refer any significant issues to the Board.
During the year, the Board received regular reports on how
the divisions were supporting their supply chains to help
mitigate the risk of insolvency, for example by improving
payment terms for suppliers facing difficulties or by directly
procuring materials.
See pages 48 and 49 for more information on our engagement with our
suppliers during 2024
Clients and partners
Our clients come from the public, commercial and
regulated sectors and our partners include local
authorities, landowners and housing associations.
We also consider the needs and interests of the
end users of the spaces and infrastructure we
create. Securing work through partnerships,
frameworks and repeat business is key to our
organic growth strategy.
How the Group engaged
Regular dialogue with our clients and partners before and
during our projects is essential so that we can understand and
deliver their objectives. Our decentralised approach means
we can tailor our services and respond quickly to clients from
different sectors, with different needs.
In response to feedback at a client engagement day held
during the year, Partnership Housing, as part of a ‘one team’
approach on a new joint development, will be selling both
open market homes and its partner’s shared ownership
homes. Using just one show home and marketing suite,
for example, rather than two will be a more cost-effective
use of resources for the partnership.
Customer satisfaction and experience is a priority for us,
and we use post-completion surveys and interviews,
and metrics such as Perfect Delivery to drive ongoing
improvements. Fit Out learned from a framework client
that post-project reviews were not so suitable when dealing
with a succession of fast-track, change-and-churn projects.
The division therefore developed an alternative approach
whereby it would conduct one session every six months to
gain higher-level feedback on what was going well, what could
be improved, and how the division could support the client’s
needs going forward. The first feedback session was trialled
and well received.
Fit Out’s framework client asked for advice relating to
managing the increasing complexity of their projects and for
support in helping them maintain their compliance with the
Disability Discrimination Act 1995. Other divisions’ clients have
also asked for support with regulatory compliance, such as
engineering standards, the Building Safety Act and laws
relating to damp and mould.
How the Board engaged
Executive directors are kept informed of client and partner
relationships at their monthly divisional board meetings and
update the Board on matters such as key contracts or new
relationships.
Local communities
We aim to create social and economic value for
those who live or work near our projects. Local
residents are a potential source of recruits and
local suppliers provide valuable local knowledge.
How the Group engaged
Dedicated community liaison teams engage with local
residents before and during projects. We have set up social
enterprises and other schemes that offer training,
employability skills and work opportunities and partner with
schools to promote construction as a career option. We also
support local charities and take part in local charitable events.
In 2024, Mixed Use Partnerships engaged with local people on
each key stage of the design process to transform Prestwich in
Greater Manchester. Two ‘community conversations’ included
drop-in events, community and school workshops, liaison
groups, bespoke social media channels, online Q&A and
questionnaires, of which 1,259 were completed and returned.
In response to what it heard from residents, Mixed Use
Partnerships altered its plans to include live event spaces and
a market hall, additional retail space, more green areas, a
direct, walkable route to the Metrolink, and more parking for
people with mobility challenges. The division also changed the
height and location of key buildings, such as a community hub,
and ensured that the designs embraced the town’s character.
How the Board engaged
The executive directors are kept informed of community
initiatives at their monthly divisional board meetings and
update the Board on any matters of interest.
See pages 50 and 51 for more information on our engagement with
local communities during the year
12
Morgan Sindall Group plc
Annual Report 2024
Our stakeholders
continued
Shareholders
Our shareholders provide funds for investment
in long-term growth. We value the stewardship
of our institutional investors and the views of all
shareholders and analysts.
How the Board engaged
The executive directors deliver live full- and half-year results
presentations, with a video link to enable those unable to
attend to take part in a live Q&A. We encourage shareholders
to attend our AGM and vote, and to submit questions to the
directors in advance if they are unable to attend. The Board
receives copies of reports from Institutional Shareholder
Services, the Investment Association, and Pensions &
Investment Research Consultants ahead of our AGM each
year. In advance of our 2024 AGM, we received questions
relating to investor engagement and our Eden building project
in Salford, and we published the questions and our responses
on our website.
Our chair, senior independent director and committee
chairs are available to meet with shareholders at any time.
Our executive directors held 77 meetings during the year
with major shareholders, including 30 to discuss our 2023
performance and strategy, and 33 following our 2024 half-year
results. They shared feedback from their discussions with the
rest of the Board.
The half-year results roadshows elicited good conversations
around our cash and balance sheet, and shareholders were
supportive of the Group continuing to maximise investment
in organic partnership activities.
The chair’s statement on page 84 and the remuneration
committee report on page 111 describe the non-executive
directors’ engagement with shareholders during the year.
Funders and performance
bond issuers
Our funders and performance bond issuers
provide us with access to competitively priced
banking, bonding and debt facilities. Performance
bonds, often known as surety bonds, are issued
by a financial institution to guarantee completion
of a contract.
How the Group engaged
Our chief financial officer and director of tax and treasury
meet regularly with our banks and performance bond issuers,
including following the full- and half-year results, to update
them on the Group’s performance and discuss any
expectations they may have.
In 2024, we secured the extension of our committed loan
facilities (totalling £180m) from 2026 to 2027 (see page 18 for
further detail).
How the Board engaged
The Board receives reports from our chief financial officer
on any updates relating to the Group’s funding arrangements.
The Board also receives a monthly update on our bonding
facilities.
13
Strategic report
Key performance indicators
Continuing to make strategic progress
Construction operating margin
3
Medium-term target
2.5%–3.0%
Medium-term target
£1bn
Medium-term target
8%
Medium-term target
£1bn
Medium-term target
£50m–£70m
Medium-term target
Up towards
25%
Medium-term target
3.5%–4.0%
Medium-term target
£7.5m
Medium-term target
Up towards
20%
Infrastructure revenue
Partnership Housing
operating margin
Construction revenue
Fit Out operating profit
Partnership Housing
return on average capital
employed
1,2
(last 12 months)
Infrastructure operating margin
Property Services operating (loss)
4
Mixed Use Partnerships
three-year rolling average
return on capital employed
2
3.0%
2.7%
2.8%
22
23
24
£1,044m
£966.6m
£819.9m
22
23
24
3.7%
4.3%
3.8%
22
23
24
£1,047m
£886.7m
£767.7m
22
23
24
£99.0m
£71.8m
£52.2m
22
23
24
£(17.8)m
£(16.8)m
£4.3m
22
23
24
4.2%
3.6%
5.4%
22
23
24
11%
12%
19%
22
23
24
12%
16%
13%
23
22
24
Achieve quality of earnings
Targets shown are those in place during 2024. See pages 22 to 37 for commentary on performance and targets going forward
1
Before exceptional building safety charge of £2.7m (2023: £nil).
2
Return on average capital employed = (adjusted operating profit plus
interest from joint ventures) divided by average capital employed.
3
Before exceptional building safety credit of £0.1m (2023: charge
of £11.5m).
4
Before intangible amortisation of £0.5m (2023: £2.9m).
14
Morgan Sindall Group plc
Annual Report 2024
Key performance indicators
continued
5
Perfect Delivery status is granted to Fit Out, Construction and
Infrastructure projects that meet all four client service criteria
specified by the division.
6
Carbon emissions data represents our UK and European operations.
See Appendix on pages 197 and 198 for emission scope definitions.
7
We have chosen to disclose our Scope 3 emissions across all
relevant categories for the first time to align with our net zero targets
(this applies to both the 2023 and 2024 data). We previously reported
‘operational’ Scope 3 only (categories 3, 5 and 6). The baseline was
recalculated in 2024 to apply new methodologies and assumptions.
8
Number of lost time incidents x 100,000 divided by number of
hours worked. Lost time incidents result in absence from work for
minimum one working day, excluding the day the incident occurred.
9
Within the last six months of the year.
10 A training day is a minimum of six hours’ training.
Note: We are reviewing our metrics and targets for social value and
have therefore not reported a KPI for our ‘enhancing communities’
Total Commitment this year.
Lost time incident rate
8,9
2030 target
0.18
2030 target
6 days
2030 target
80%
2030 target
60%
2030 target
42%
Number of training days
9,10
per year per employee
Percentage of invoices
paid within 30 days
9
Reduction in Scope 1 and 2
carbon emissions
6
from 2019
baseline of 20,903 tonnes CO
2
e
Reduction in Scope 3
carbon emissions
6
from 2020
baseline of 1,300,271 tonnes CO
2
e
7
Delivering on our Total Commitments
See pages 38 to 51 for commentary on performance against our Total Commitments
0.23
0.24
0.22
22
23
24
3.2 days
3.2 days
3.2 days
22
23
24
61.5%
68.8%
66.6%
22
23
24
44%
45%
45%
22
23
24
1% increase
5%
23
24
The divisions are responsible for driving
Perfect Delivery on their projects. Results are
regularly monitored, reported and reviewed
at divisional board level.
We monitor our secured workload for
the current year and beyond as well as
the pipeline of projects for which we are
‘preferred bidder’ (where we have been
verbally awarded the project but there is
no formal contract or letter of intent in place).
Maintaining significant levels of cash gives us
a real competitive advantage. Our cash levels
are monitored on a daily basis.
Projects achieving
Perfect Delivery
5
Workload secured for
the next three years
Average daily net cash
Excel in
project delivery
Secure long-term
workstreams
Maintain financial
strength
91%
92%
88%
22
23
24
£11,419.3m
£8,920.2m
£8,458.9m
22
23
24
£374.2m
£281.7m
£256.3m
22
23
24
15
Strategic report
Market conditions
In Mixed Use Partnerships, the combination of elevated
build cost inflation and high interest rates continued to
present short-term challenges on the timing of some of
its development schemes prior to their commencement,
although not significantly material to the overall portfolio
of schemes and their future financial performance over the
medium to long term. Similar to Partnership Housing, this
division is currently exposed to a challenging planning
environment.
The market for Fit Out’s services has continued to be very
strong, with a number of positive structural changes in the
market; however, some normalisation seems likely following
the recent period of exceptional performance. Looking ahead,
the main drivers continue to be business or market changes
impacting the tenant, lease-related events, the requirement
for greater energy efficiency from offices, the move towards
more flexible and collaborative workspaces, the use of office
space as a tool for enhancing staff retention and brand image,
and office relocations to the regions with clients requiring
increasingly complex projects.
Construction’s and Infrastructure’s market environment
remains stable due to the diversification of the segments in
which these divisions operate. Where projects are currently
underway, most include appropriate inflationary protection
within the overall contract pricing, and this is not seen as a
significant risk. Where projects are being priced for future
delivery, funding constraints, and inflation to a lesser degree
in some areas, continue to place some project budgets under
pressure, which in turn has led to some delays in decision-
making and project commencement. However, the impact of
this has not been material and, in the majority of cases, any
client budget constraints are being addressed by adjustments
to project scopes, thereby allowing projects to proceed.
In Property Services, local authority and housing association
clients are increasingly focused on housing maintenance and
on the general state of repair of their housing stocks. In the
delivery of reactive maintenance services, while cost inflation
and particularly labour inflation severely impacted the
profitability for some contracts in 2023 and 2024, contract
pricing and exit renegotiations were concluded during the
year for several contracts, limiting the exposure for the
remaining unexpired term for those contracts.
While market conditions have been relatively stable over the
past year, we are cognisant of the uncertainty in the current
macroeconomic environment and the effect that it may have
on the broader markets we operate in. Cost increases have
been more manageable and we hope to mitigate the impact
of the employer National Insurance increases announced in
the Autumn Budget over 2025.
UK construction and regeneration programmes continue to
benefit from sustained government investment commitments.
This supports our market sectors which remain structurally
secure, particularly housing, mixed-use schemes, construction
and infrastructure (primary areas in the UK targeted for
growth). Liquidity issues across the supply chain remain a
common theme requiring additional vigilance during both
the preconstruction and delivery phases of projects, with the
ongoing stability of the supply chain under constant review.
Our exposure to this risk is largely mitigated by the diligence
taken before project commencement, and the fact that no
division is overly reliant on any one supplier.
The pace of recovery in the UK housing market remained
subdued in 2024, tempered by affordability constraints
impacted by high mortgage rates. In Partnership Housing,
the partnership model, focusing on long-term partnerships
with the public sector, has continued to provide some level
of resilience and cushion against the impact of the softness
in housing for sale activity. While the demand for contracting
remained strong throughout the year, the sales rates of
private homes on the division’s mixed-tenure sites showed
gradual recovery. We remain positive that the government has
set out its ambitions for affordable home targets together with
its broad framework for delivery, which we believe will bring
about some positive momentum over the medium term,
together with its intentions around planning reforms, which
currently remain challenging.
Conditions have been
relatively stable, but we are
aware of uncertainty in the
macroeconomic environment
The quick read...
Supply chain liquidity issues remain, although we
have strong mitigations in place
While the pace of recovery in the housing market
has been subdued, the effects are cushioned by our
long-term public sector partnerships
Our partnership activities are exposed to a
challenging planning environment
The fit out market has remained strong
Some delays in decision-making in construction and
infrastructure, but impacts not material
16
Morgan Sindall Group plc
Annual Report 2024
Financial review
Financial performance
Revenue for the year increased 10% to £4,546.2m (2023:
£4,117.7m), with adjusted* operating profit increasing 15%
to £162.6m (2023: £141.3m). This resulted in an adjusted*
operating margin of 3.6%, an increase of 20 basis points (bps)
compared to the prior year (2023: 3.4%). Reported operating
profit was up 15% to £162.0m (2023: £140.6m). Details on
performance by division are shown on pages 22 to 37.
The net finance income increased to £9.9m (2023: £3.3m),
primarily due to increased interest income on deposits
benefiting from higher interest rates during the year.
Profit before tax was £171.9m, up 19% (2023: £143.9m),
while adjusted* profit before tax was £172.5m, up 19%
(2023: £144.6m). This resulted in an adjusted* profit before
tax margin of 3.8%, an increase of 30bps compared to the
prior year (2023: 3.5%).
The Group delivered a record
performance in 2024, reflecting
the high quality, strength and
depth of our operations.
Kelly Gangotra
Chief Financial Officer
The quick read...
Record revenue and adjusted* operating profit levels
as market conditions eased
Adjusted* profit before tax up 19%
Strong balance sheet supported by significant daily
cash and committed bank loan facilities
High-quality order book up 28% to £11.4bn
Total dividend up 15%
2024
2023
Revenue
£4,546.2m
£4,117.7m
Operating profit – reported
£162.0m
£140.6m
Operating profit – adjusted*
£162.6m
£141.3m
Profit before tax – reported
£171.9m
£143.9m
Profit before tax – adjusted*
£172.5m
£144.6m
Basic earnings per share – reported
281.4p
254.2p
Earnings per share – adjusted*
278.8p
247.7p
Year-end net cash*
£492.4m
£460.7m
Average daily net cash
£374.2m
£281.7m
Total dividend per share
131.5p
114.0p
*
See note 28 to the consolidated financial statements for alternative performance measure definitions and reconciliations.
17
Strategic report
The tax charge for the year is £40.2m (2023: £26.2m), which
equated to an effective tax rate of 23.4% and was lower than
the UK statutory rate of 25% (2023: 23.5%) due primarily to
amounts relating to prior-year items. The adjusted tax charge
is £42.0m (2023: £29.9m), which equated to an effective
adjusted tax rate of 24.3%. Almost all of the Group’s
operations and profits are in the UK, and we maintain an
open and constructive working relationship with HMRC.
Reported basic earnings per share was 281.4p (2023: 254.2p).
The adjusted* earnings per share increased 13% to 278.8p
(2023: 247.7p). The total dividend for the year increased 15%
to 131.5p per share (2023: 114.0p).
Financing facilities
During 2024, the Group maintained a total of £180m of
available bank facilities, of which £165m mature in October
2027 and £15m in June 2027. No drawings on the facilities
were made during the year. The banking facilities are subject
to financial covenants, all of which were met throughout
the year.
In the normal course of our business, we arrange for financial
institutions to provide client guarantees (performance bonds)
to provide additional assurance to the clients that the
contracted works will be carried out. We pay a fee and provide
a counter-indemnity to the financial institutions for issuing the
bonds. As at 31 December 2024, contract bonds in issue under
uncommitted facilities covered £194.9m (2023: £174.7m) of
our contract commitments.
Further information on the Group’s capital management
strategy and use of financial instruments is given in note 26
to the consolidated financial statements.
Tax strategy
The Group’s tax strategy, which is approved by the Board,
is published on our website.
Net cash
Operating cash flow* in the year was an inflow of £134.8m
(2023: £189.0m), after net decreases in working capital of
£33.8m (2023: £59.7m net increases). The net cash inflow
for the year was £31.7m, resulting in closing net cash of
£492.4m (2023: £460.7m).
The average daily net cash* for the year was £374.2m
(2023: £281.7m). Our strong cash position continues
to provide significant balance sheet strength and
competitive advantage.
Operating cash flow*
(£m)
0
50
100
150
200
250
Operating
profit
1
Non-cash
2
Net capex
and finance
leases
3
Movement
in working
capital
4
Other
5
Operating
cash flow
33.9
(42.1)
(33.8)
14.2
134.8
162.6
1
Adjusted – before intangible amortisation of £0.5m and exceptional building safety charge of £0.1m.
2
Includes depreciation £33.1m and share option expense £10.5m; less reversal of impairment of joint ventures £5.1m and
share of underlying net profits of joint ventures £4.6m.
3
Includes repayment of lease liabilities £25.8m, purchases of property, plant and equipment £18.2m; less proceeds on disposal
of property, plant and equipment £1.9m.
4
Adjusted – before exceptional building safety debtors increases of £9.3m.
5
Increase in provisions £8.7m, increase in building safety debtors £9.3m and dividend received from joint ventures £4.2m;
less exceptional building safety provision decrease £7.3m and gain on disposal of property, plant and equipment £0.7m.
*
See note 28 to the consolidated financial statements for alternative performance measure definitions and reconciliations.
Financial review
continued
18
Morgan Sindall Group plc
Annual Report 2024
Net working capital
Net working capital is defined as ‘inventories plus trade
and other receivables (including contract assets), less trade
and other payables (including contract liabilities) adjusted’.
The Group’s negative net working capital (excluding non-cash
movements
3
) has reduced by £35.9m to £(116.6)m as
shown below:
2024
£m
2023
£m
Change
£m
Inventories
476.0
344.7
+131.3
Trade and other receivables
1
664.2
713.5
–49.3
Trade and other
payables
2,3
(1,256.8)
(1,210.7)
–46.1
Net working capital
(116.6)
(152.5)
+35.9
1
Adjusted to exclude capitalised arrangement fees and accrued interest
receivable of £2.3m (2023: £2.2m).
2
Adjusted to exclude accrued interest of £0.5m (2023: £0.3m).
3
Movements in trade and other payables also include the non-cash
movements relating to the unwinding of discounting on land creditors
(£1.3m) and other smaller non-cash movements.
Movements in net working capital mainly relate to increased
investment in the Group’s partnership activities, particularly
the Partnership Housing division.
Paying promptly
Paying our supply chain on time is essential and makes us
attractive to work for, and we aim to pay our suppliers as
promptly as possible. We do not use any supplier finance
arrangements. Our divisions have reported the following data
under the payment practices regulations for the six months to
31 December 2024:
Invoices paid within 60 days
2024
%
2023
%
Partnership Housing
96
97
Mixed Use Partnerships
97
95
Fit Out
98
97
Construction and Infrastructure
1
98
99
Property Services
99
98
1
The Construction and Infrastructure divisions form a single legal entity
for which this data is reported.
Provisions
Group provisions have increased by £9.4m to £105.5m,
of which £56.8m relates to the building safety provisions
(excluding provisions relating to joint ventures).
Secured workload
The Group’s secured workload
1
at 31 December 2024 was
£11,419.3m, an increase of 28% on the prior year end
(2023: £8,920.2m). The divisional split is shown below.
2024
£m
2023
£m
Change
%
Partnership Housing
2,174.0
2,034.1
+7
Mixed Use Partnerships
4,084.9
1,825.6
+124
Fit Out
1,438.9
1,098.0
+31
Construction
951.8
796.4
+20
Infrastructure
1,883.1
1,689.4
+11
Property Services
887.1
1,477.6
–40
Inter-divisional orders
(0.5)
(0.9)
Total
11,419.3
8,920.2
+28
1
The secured workload is the sum of the committed order book,
the framework order book and (for the partnership divisions only)
the Group’s share of the gross development value of secured schemes
(including the development value of open market housing schemes).
The committed order book represents the Group’s share of future
revenue that will be derived from signed contracts or binding letters
of intent. The framework order book represents the Group’s expected
share of revenue from the frameworks on which we have been
appointed. This excludes prospects where confirmation has been
received as preferred bidder only, with no formal contract or binding
letter of intent in place.
Kelly Gangotra
Chief Financial Officer
Financial review
continued
19
Strategic report
Capital allocation
Our capital allocation hierarchy is set out below.
A
/
Maintaining a strong
balance sheet
(i) to enhance our competitive
advantage and win future work
Fundamental to our organic growth strategy is engaging in
long-term partnerships with our public and private sector
clients, whether through joint ventures or other arrangements
in our partnership activities, or through frameworks in
construction activities.
When assessing the suitability of long-term partners, potential
clients are increasingly looking for security and assurance of
long-term solvency and the availability of cash resources to
ensure their partners can fulfil their long-term contractual
obligations. We consider a strong balance sheet and
significant levels of net cash as a key market differentiator
and a competitive advantage when bidding for and winning
work to support the future growth of the business.
(ii) to ensure downside protection
– maintaining a ‘buffer’ in the
event of a macro downturn
Maintaining significant levels of net cash is considered as key
to offsetting any potential consequence of a future downturn
in the economy and reduction in revenue in the activities of
Construction, Infrastructure and Fit Out.
These activities operate with a negative working capital model,
which in turn can lead to cash outflows in the event of declines
in revenue. Maintaining a net cash ‘buffer’ therefore allows us
to continue with our strategy of disciplined contract selectivity
and prudent approach to risk management throughout the
whole economic cycle.
The quick read...
Our capital allocation framework is based on a
hierarchy of priorities
A strong balance sheet enhances our competitive
advantage and provides a buffer against any
economic downturn
Investment in our partnership activities is a
strategic priority
Our dividend cover is expected to be 2.0x–2.5x
Bolt-on acquisitions, primarily in Partnership
Housing, will be considered if they complement
our existing growth strategy
The Board’s single, overarching principle governing capital
allocation is a commitment to maintain a strong balance
sheet and to hold significant net cash balances at all times.
This will provide a stable and firm foundation for the Group
to make sound decisions for our long-term development,
thereby enhancing our competitive advantage and future
work winning.
As stated in the finance review on pages 17 and 18, our net
cash at 31 December 2024 was £492m (2023: £461m) and the
average daily net cash for the year was £374m (2023: £282m).
The year-end cash position included £49m held in jointly
controlled operations or held for future payment to
designated suppliers.
Across 2024, the lowest net cash balance on any one day
in the year was £293m (2023: £195m). Of this, £54m was held
in jointly controlled operations or held for future payment to
designated suppliers. The Board uses this net cash balance
on the lowest day of the year as the initial reference point
from which it then considers its application of its capital
allocation hierarchy. This allows it to balance the needs
of all stakeholders while enhancing the Group’s market
competitiveness and capabilities and maintaining our
financial strength.
We are committed to
maintaining a strong balance
sheet and holding significant
cash balances at all times
20
Morgan Sindall Group plc
Annual Report 2024
Capital allocation
continued
B
/
Maximising investment in our
partnership activities to drive
sustainable growth
Significant opportunities are expected to arise through the
medium and long term to invest in the existing business to
support and accelerate the organic growth of these activities.
Specifically, investment in the partnership activities of
Partnership Housing and Mixed Use Partnerships is a
strategic priority:
For Partnership Housing, the growth potential remains
substantial despite the short-term market headwinds.
The medium-term target is for an operating margin of
8% and for return on capital to be up towards 25% on
an annual basis. The capital employed has increased
significantly over the last five years, up from an average
of £152m in 2019 to an average of £338m in 2024.
The scalability of the partnership housing model provides
the potential to further increase the capital employed
significantly above current levels over the medium to
long term.
In Mixed Used Partnerships, development activities across
multi-phase sites and placemaking are targeted to generate
return on capital of up towards 25% on an annual basis
over the medium term. The capital employed has reduced
over the past five years, down from an average of £102m
in 2019 to an average of £87m in 2024. Notwithstanding
this reduction, based on the investment profile of schemes
already secured, the sizeable new schemes at preferred
bidder stage as well as the identified pipeline of future
opportunities, the capital employed in the division will
increase over the medium term, albeit modestly.
C
/
Ordinary returns to shareholders
Ordinary dividends are considered by the Board to be an
important component of shareholder returns. The Board
has previously formally adopted a dividend policy such that
dividend cover is expected to be in the range of 2.0x–2.5x
on an annual basis.
D
/
Investment by acquisition to
accelerate sustainable growth
Any acquisition activity will likely be targeted towards
our partnership activities, primarily Partnership Housing.
The focus would be on opportunities to complement our
existing organic growth strategy by acquiring pre-existing
partnership development schemes, land options, positions in
existing schemes from third parties or businesses which can
complement or reinforce the division’s position in the
partnerships sector.
Other potential acquisition opportunities across our
construction and fit out activities would only be considered
where they would accelerate growth through the existing
divisional structure and capabilities.
E
/
Special returns to shareholders
The Board will continue to assess the needs of the business
and the optimum balance sheet structure within the context
of our overarching principle governing capital allocation and
the hierarchy A–D as described above. Any capital then
deemed surplus to these requirements may be returned
to shareholders.
Such returns would be in the form of either share buybacks
or special dividends, with the method of distribution to be
determined by the Board at the time based on prevailing
conditions.
21
Strategic report
Partnership
Housing
We have delivered a strong performance
in a slowly recovering housing market
while continuing to grow our long-term
partnerships with the public sector.
Steve Coleby
Managing Director
Operating review
Key highlights and performance against KPIs
Revenue (£m)
+3%
861.2
837.5
696.2
22
23
24
Average capital
employed
1,2
(last
12 months) (£m)
+£83.3m
337.8
254.5
197.3
22
23
24
Operating profit
1
(£m)
+18.0%
36.1
30.5
37.4
22
23
24
Capital employed
1,2
at year end (£m)
+£84.3m
318.7
234.4
189.3
22
23
24
Operating margin (%)
+60bps
4.2
3.6
5.4
22
23
24
Medium-term target
8%
Return on capital
employed
1,3
(last
12 months)
(%)
11
12
19
22
23
24
Medium-term target
up towards 25%
1
Before exceptional building safety charge of £2.7m (2023: £nil). See note 2 of the consolidated financial statements.
2
Capital employed is calculated as total assets (excluding goodwill, intangibles and cash) less total liabilities (excluding exceptional building safety
provisions, corporation tax, deferred tax, inter-company financing and overdrafts).
3
Return on average capital employed = (adjusted operating profit plus interest from joint ventures) divided by average capital employed.
The quick read...
Strong public sector demand for contracting has
shielded the impact of a gradual recovery of open
market sales
Stronger margins achieved in both mixed-tenure and
contracting activities
Continued investment is reflected in higher average
capital employed
High-quality secured order book
Solid profit growth expected in 2025
22
Morgan Sindall Group plc
Annual Report 2024
Operating review
continued
Partnership Housing
Partnership Housing continued to grow its long-term
partnerships with the public sector. Throughout the year,
while we have seen a modest improvement in the housing
market, demand for contracting with the public sector has
remained strong, shielding the impact of a gradual recovery
of open market sales within the mixed-tenure activities.
The division continued to optimise construction of the
contracted affordable homes on mixed-tenure sites to
maintain activity.
Reflecting the above, revenue was up 3% to £861.2m
(2023: £837.5m), driven by contracting which was up 19% to
£564.5m (66% of divisional total) compared to the prior year.
Mixed-tenure revenue declined by 19% to £296.7m (34% of
divisional total) compared to the prior year.
Notwithstanding the composition of the division’s revenue,
both contracting and mixed-tenure activities achieved
stronger margins over the year, led by contract type, mix
of schemes and other income delivered (see note 12 to the
consolidated financial statements), resulting in operating
profit increasing by 18% to £36.1m (2023: £30.5m) with an
operating margin of 4.2% (2023: 3.6%).
Despite the challenging macroeconomic environment, the
longer-term development of the business and its partnerships
with local authorities and housing associations has continued
with planned momentum. Reflective of this ongoing activity
and investment in future growth, the average capital
employed for the last 12-month period increased by £83.3m
to £337.8m (2023: £254.5m). The capital employed at the end
of the year was £318.7m, an increase of £84.3m on the prior
year (2023: £234.4m). As a result of continued investment in
partnership activities and higher average capital employed,
the overall return on capital employed for the last 12-month
period reduced slightly to 11% (2023: 12%).
The division continues to maintain a high-quality secured
order book through ongoing successful client engagement
leading to work being awarded via frameworks or direct
negotiation. The secured order book at the year end was
£2,174m, 7% higher than the prior year end (2023: £2,034m)
and with 58% of its total value for 2026 and beyond providing
long-term visibility of workload.
Our strategy in action
Delivering much-needed
affordable homes
Partnership Housing was appointed by Notting Hill Genesis
housing association to deliver 238 new homes at Gallions 3B,
part of a mixed-use riverside development at Royal Albert Wharf,
London.
The project, due to complete in spring 2025, consists of five
apartment blocks ranging from three to 12 storeys, with three
quarters of the homes providing a form of social tenure.
Some key site challenges requiring coordination with other
stakeholders included the presence of a Port of London Authority
radar mast, safeguarding a nearby Thames Gateway site for future
infrastructure, and height restrictions due to close proximity to
London City Airport.
In line with the Building Safety Act, the division maintained a
‘golden thread’ of digital information about the buildings to
evidence compliance with building regulations.
23
Strategic report
Operating review
continued
Partnership Housing
Mixed tenure
Good progress was made with the strategy of increasing the
number and size of mixed-tenure sites. At the year end, the
division had 66 active mixed-tenure sites at various stages
of construction and sales, up from 61 at the prior year end,
with an average of 166 open market units per site (up from
163 at the prior year end). Average site duration is 47 months,
providing long-term visibility of activity.
During the year, 1,808 units were completed across open
market sales and social housing (including through joint
ventures) compared to 1,923 units in 2023, noting that the
number of open market sales within this increased by 5%
to 874. The average sales price was £237k, which was broadly
in line with the prior-year average of £239k.
Of the total divisional order book, the amount relating
to mixed-tenure activities increased by 12% to £1,310m
(2023: £1,167m). In addition, the amount of mixed-tenure
business in preferred bidder status, or already under
development agreement but where land has not been
drawn down, was £1,200m at the year end (2023: £821m).
Work won in the year included: 727 units as the division
moved into phases 2 and 3 at South Thamesmead, in
joint venture with Peabody; the 500-unit Grahame Park
development in north London in partnership with the London
Borough of Barnet; a 350-unit development in Williton,
Somerset with Aster Group; a 309-unit development in
Balderton, Newark; a 290-unit scheme at the Elm Grove Estate
in partnership with Sutton Council; 176 units in Winchburgh,
West Lothian; a 115-unit scheme in Haverfordwest,
Pembrokeshire with Pobl Group; 112 units on phase 4 of the
Castleward development in Derby with Riverside; and 82 units
in Primrose Hill in partnership with Birmingham City Council.
Elsewhere, good progress continued to be made on other
mixed-tenure schemes, in partnerships with Riverside,
Clarion Housing, L&Q, Together Housing Group, Repton
Property Developments (owned by Norfolk County Council),
the Borough Council of King’s Lynn & West Norfolk, Flagship
Group, Pobl Group, West Sussex County Council, Suffolk
County Council and Homes England.
Contracting
Partnership Housing continued to experience robust levels
of demand with clients awarding work either through
frameworks or direct negotiation.
The total number of equivalent units built increased by 15%
to 3,299, up from 2,865 in the prior year. Of the total divisional
order book, the contracting secured order book remained on
a par with the prior year end at £863m (2023: £867m), of
which c.40% is for 2026 and beyond.
Key contracting schemes awarded in the year included: an
£80m, 321-unit project at Leaside Lock in east London for
The Guinness Partnership; a £14m, 70-unit development in
Castle Gresley for East Midlands Homes; an £11m, 38-unit
scheme at Saffron Lane for Leicester City Council; a £10m,
45-unit development in Isleham, Cambridgeshire for Havebury
Housing Partnership; a £10m, 56-unit scheme in Baginton,
Warwickshire for Platform Housing Group; a £9m, 55-unit
scheme at Crick Road, Portskewett for Candleston Homes;
a £40m, 87-unit scheme at Carlton Dene for Westminster City
Council; and a number of retrofit and refurbishment projects
for local authorities and housing associations.
Divisional outlook
Partnership Housing’s medium-term targets are to generate
a return on average capital employed up towards 25% and
to deliver an operating margin of 8%.
Looking ahead to 2025, while we expect another year of
modest recovery in the housing market due to the uncertainty
over the timing of future interest rate changes, solid profit
growth is still expected, while the return on average capital
employed is expected to be in line with 2024 levels as we
continue to invest. We remain confident over the medium-
term fundamentals of the sector and well positioned to
support the government’s affordable home plans across the
country over the forthcoming years.
The average capital employed is expected to increase up
towards c.£380m to £400m, reflecting the increased scale
of the business and stage of its developments.
24
Morgan Sindall Group plc
Annual Report 2024
Operating review
continued
Mixed Use
Partnerships
Key highlights and performance against KPIs
Revenue (£m)
–51%
90.5
185.3
244.0
22
23
24
Capital employed
2
(at year end) (£m)
+£14.7m
94.4
79.7
100.4
22
23
24
Operating profit
1
(£m)
–89.9%
1.5
14.8
18.9
22
23
24
Return on capital
employed
3
(last
12 months) (%)
2
15
20
22
23
24
Average capital
employed
2
(last
12 months) (£m)
–£11.7m
86.9
98.6
96.5
22
23
24
Return on capital
employed
3
(average
last three years) (%)
12
16
13
22
23
24
Medium-term target
up towards 20%
1
Before exceptional building safety credit of £5.9m (2023: credit of £13.7m). See note 2 of the consolidated financial statements.
2
Capital employed is calculated as total assets (excluding goodwill, intangibles and cash) less total liabilities (excluding exceptional building safety
provisions, corporation tax, deferred tax, inter-company financing and overdrafts).
3
Return on average capital employed = (adjusted operating profit plus interest from joint ventures) divided by average capital employed.
While trading remained subdued due to the
phasing of project completions, we have made
excellent progress in securing new long-term
agreements for future projects.
Phil Mayall
Managing Director
The quick read...
Operating profit impacted by timing and lower level
of completions
Successful conversion of sizeable preferred bidder
schemes into partnership agreements
Exceptional growth of 124% in secured order book
Named by Manchester City Council as partner for
long-term regeneration of Wythenshawe Civic
Medium-term target for return on capital upgraded
to 25% from 2025
25
Strategic report
Mixed Use Partnership’s profits were significantly lower than
previous years due to fewer project completions occurring
in the year, resulting in an operating profit of £1.5m (2023:
£14.8m). However, excellent progress was made in securing
new long-term agreements for future projects. The return on
capital employed for the last 12 months was 2%, significantly
down on the prior year, based on average capital employed
of £86.9m as a result of project completion phasing.
Despite the modest profit contribution, key contributors to
performance during the year were profit from development
fees generated from activity in Salford Central, Talbot Gateway
in Blackpool, Stroudley Walk, Lewisham Gateway and Forge
Island in Rotherham, and profit from a land sale in Hucknall,
East Midlands.
At the end of the year, the division’s order book amounted
to £4,085m, substantially ahead of the prior year end
(2023: £1,825m), reflecting the success the division has had
in converting a number of sizeable, preferred bidder schemes
into new and secured long-term partnership agreements.
These include:
a 30-year partnership with land-owning consortium
Arden Cross Limited, to deliver development at the HS2
Interchange Station in Solihull. This nationally strategic
and regionally significant site will deliver commercial
space expected to employ c.27,000 people alongside an
Innovation District, anchored by a HealthTech campus, and
up to 3,000 new homes;
a development agreement with Solihull Council to
regenerate Mell Square, an iconic shopping hub in the
heart of Solihull town centre, with a mix of uses including
an improved retail offer, new public spaces, leisure facilities
and homes; and
a new partnership with Homes England and Pension
Insurance Corporation to deliver over 3,000 low-carbon,
low-energy homes nationally for rent, with a focus on
affordable homes.
In addition, Mixed Use Partnerships was named by
Manchester City Council as delivery and investment partner
for the long-term regeneration of Wythenshawe Civic, with
plans to deliver a new public square, shops, workspace,
community and cultural space and more than 1,750 new
homes, including significant affordable housing.
Through ECF, the division’s strategic partnership with Homes
England and Legal & General, the following agreements and
partnerships were entered into during the year:
a development agreement with Wolverhampton City
Council to create a new city centre neighbourhood with
1,000 new homes (including affordable), enhanced market
square with green spaces, and new shops, cafes and
restaurants;
a development agreement with Bradford Council to create a
new sustainable city centre neighbourhood with 1,000 new
homes alongside shops, workspace, community parks and
public space. ECF secured £29m of funding to commence
the scheme;
a partnership with West Northamptonshire Council to
explore the regeneration of Greyfriars in Northampton
town centre. The 25-acre site will provide homes, retail
and leisure, and the reimagining of the Corn Exchange,
a heritage asset at the heart of the town centre; and
an agreement with Stevenage Borough Council to explore
the regeneration of up to 30 acres of land around Stevenage
railway station that will focus on addressing the long-term
needs of the local community, delivering new, high-quality
homes and employment space, amenity and green space,
a new railway station and a new theatre.
The division secured planning permission for: the final phases
of Stockport Exchange, which will create new workspace,
shops and a public square in the town centre; a new heart for
Prestwich Village in Bury including new homes, a community
hub and public space; the market-led revival and Town Hall
refurbishment in Earlestown, St Helens; 90 affordable homes
designed to Passivhaus standards at Oldfield Basin, Salford
Central; and at Weston M6 in Basford East, hybrid consent was
secured for a new state-of-the-art commercial and business
park totalling 1.2 million sq ft of space and wellbeing-led green
space. In addition, ECF secured planning permission for the
Crescent Innovation Zone, which is part of the Crescent
Salford programme and includes 933 new homes, 1.7 million
sq ft of new commercial innovation, academic and research
floorspace, active ground-floor space and a new movement
hub, along with significant improvements to public spaces.
Operating review
continued
Mixed Use Partnerships
26
Morgan Sindall Group plc
Annual Report 2024
Operating review
continued
Mixed Use Partnerships
During the year, good progress was made at Stroudley Walk
in Bromley-by-Bow to create 274 homes, with 50% available
for London Affordable Rent or shared ownership, and a
215,000 sq ft Civil Service Hub at Talbot Gateway, Blackpool,
which will accommodate more than 3,000 civil servants.
Completions in the year included 256 mixed-tenure homes
at Hale Wharf, Tottenham Hale through the Waterside Places
partnership with the Canal & River Trust; the final phase of
Lewisham Gateway, delivering 649 homes for rent, retail
space, food and beverage space, workspace and a multiplex
cinema; Forge Island in Rotherham, a leisure destination
including a new cinema, restaurants and public space;
113 affordable homes at Northshore in Stockton-on-Tees;
a 144-bed Holiday Inn at Talbot Gateway, Blackpool; and a
new bridge connecting communities at Brentford Lock West.
The ECF partnership also made good progress on existing
schemes. Work completed at Eden, a 115,000 sq ft workplace,
designed to be ‘net zero carbon in operation’ with space let to
accountancy firm BDO and law firm TLT, and a collection of 96
affordable Passivhaus homes at Greenhaus, both in Salford.
At Manor Road Quarter in Canning Town, the first phase of
355 homes was completed, including 140 affordable homes
handed over to Metropolitan Thames Valley Housing.
Construction commenced on Willohaus, a collection of 100
affordable Passivhaus homes, and major infrastructure
project Salford Rise, as part of the 240-acre mixed-use
regeneration of Salford Crescent, as well as 196 build-to-rent
homes at New Bailey, Salford Central.
Divisional outlook
The increased medium-term target for Mixed Use Partnerships
is to generate a return on capital up towards 25%.
While the division has experienced a substantial increase
to its development order book for a number of sizeable
long-term schemes, profits (and the resulting return on capital
employed) in 2025 will continue to be moderate, albeit higher
than 2024 levels. The average capital employed for the year
is expected to be between c.£105m and £115m.
Our strategy in action
Lewisham – 20 years
of placemaking
Lewisham Gateway, the £500m mixed-use regeneration of central
Lewisham, completed in 2024 with its final phase delivering 649
new homes. Over the past 20 years, a congested traffic island has
been transformed into a thriving new neighbourhood with over
1,000 homes, new shops, cafes and restaurants, workspace, gym
and cinema. Complex works have included moving a roundabout,
re-routing and uncovering the Quaggy and Ravensbourne rivers,
and creating a new park where the rivers meet.
Lewisham Gateway has also reconnected its railway station,
Docklands Light Railway and bus station with the high street,
helping to drive thousands of passengers towards the city centre
and promote economic growth for the community.
Mixed Use Partnerships’ delivery partners on the scheme were
Lewisham Council, the Mayor of London, Transport for London
and Homes England.
27
Strategic report
Fit Out
The market for fit out remains strong, and
we have had another excellent year with
significant growth in both revenue and
operating profit.
Chris Booth
Managing Director
Key highlights and performance
against KPIs
Revenue (£m)
+18%
1,300.3
1,105.2
967.5
22
23
24
Operating profit (£m)
+37.9%
99.0
71.8
52.2
22
23
24
Medium-term target
£50m–£70m
Operating margin (%)
+110bps
7.6
6.5
5.4
22
23
24
The quick read...
Continued focus on consistent operational delivery
and enhanced customer experience
Significant growth in revenue and operating profit
High-quality workload through disciplined bidding
Secured order book 31% higher than prior year
Medium-term target for operating profit increased
to £60m–£85m from 2025
Fit Out delivered another market-leading performance in
the year, enjoying significant growth for both revenue and
operating profit. With revenue increasing by 18% to £1,300m
(2023: £1,105m), operating profit was up 38% to £99.0m
(2023: £71.8m) resulting in strong margin expansion to 7.6%
(2023: 6.5%), strongly influenced by the exceptional volumes
and operational leverage. The division’s focus on consistent
operational delivery and enhanced customer experience
continues to underpin its excellent performance,
complemented by a high-quality workload through disciplined
and focused bidding, which in turn supports its strong brand
reputation and market position.
The overall balance of the business has been reasonably
consistent over recent years, with any movements in
geography, type of work and sectors served not indicative
of any longer-term trends.
The London region continued to generate a strong proportion
of the division’s revenue, accounting for 72% of revenue
(2023: 64%), while other key geographies served out of offices
in the Thames Valley, Birmingham, Manchester, Leeds and
Glasgow covered the remaining 28% of revenue (2023: 36%).
There was no significant change to the market sectors served.
The commercial office market remained the largest,
contributing 86% of revenue (2023: 80%), with higher
education amounting to 6% of revenue (2023: 10%),
government/local authority representing 6% (2023: 8%),
and retail banking and other sectors covering the remaining
2% of revenue (2023: 2%).
In terms of type of work delivered in the year, 86% related
to traditional fit out work (2023: 85%), while 14% related to
‘design and build’ (2023: 15%). The proportion of revenue
generated from the fit out of existing office space remained
relatively constant at 82% (2023: 79%), with the remainder
attributable to the fit out of new office space. Of the fit out
of existing office space, 46% of the work was refurbishment
‘in occupation’ compared to 54% where work was performed
in non-occupied space.
Operating review
continued
28
Morgan Sindall Group plc
Annual Report 2024
Operating review
continued
Fit Out
The market for fit out remains strong, with a number of
different factors driving demand: lease events and significant
project requirements in the London commercial office market;
upcoming public and private sector schemes outside of
London; carbon-driven planning restrictions for new buildings
and energy efficiency of existing office space; and the
continuation of repurposing of office space to accommodate
new ways of working.
At the year end, the secured order book was £1,439m, an
increase of 31% from the previous year end (2023: £1,098m).
Of this total, £1,187m (83%) relates to 2025, 45% higher than
it was at the same time last year for the 12-month look ahead,
which continues to underpin the visibility and confidence for
the forthcoming year.
Commercial
Commercial fit out projects won in London during the period
included 380,000 sq ft for PwC at More London; 355,000 sq ft
for A&O Shearman at 2 Broadgate in London; 277,000 sq ft
for Latham & Watkins on Leadenhall Street; 156,000 sq ft
for Unilever in Kingston-upon-Thames; 158,000 sq ft for
Travers Smith; 129,000 sq ft for JLL at 1 Broadgate in London;
101,000 sq ft fit out for Investec on Gresham Street; 83,000 sq ft
for Wise in Worship Square, London; 56,000 sq ft for Standard
Chartered Bank; 48,000 sq ft for Rabobank London on
London Wall; 37,000 sq ft for OMERS and Oxford Properties;
26,000 sq ft for Motability Operations at 22 Bishopsgate;
24,000 sq ft for Johnson Matthey at Gresham Street; and
8,500 sq ft for AstraZeneca at Pancras Square.
Our strategy in action
One of the world’s
healthiest workplaces
GSK’s new global headquarters in London’s Knowledge Quarter
aspires to be one of the world’s healthiest workplaces. Its 13 floors
support hybrid working for employees, with bright spaces, green
terraces, best-in-class technology, a dedicated wellness floor and
public restaurant called The Orangery.
The project was ‘Perfectly Delivered’, exceeding the client’s
cornerstone to “deliver at least 10 world-leading innovations
that support human health and align with GSK culture”. Fit Out
delivered 13 such innovations, including a 53/50 Considerate
Contractor Score; the permanent installation of a vertical farm
whose produce equates to 1.5 acres of farming; and upskilling
two social enterprises to become fit out contractors.
Designed by PENSON and delivered in partnership with tp bennett,
the GSK fit out is on track to achieve BREEAM Outstanding, WELL
Platinum and WELL Equity certifications.
Regional project wins in the period included 185,000 sq ft for
a UK consumer, corporate and wealth and private banking
franchise in Northampton; 152,500 sq ft for Lloyds Banking
Group in Birmingham; 43,000 sq ft for Bruntwood Estates in
Manchester; 32,000 sq ft for an electric vehicle design and
manufacturing company in Bicester; 27,000 sq ft for Evelyn
Partners in Bristol; 20,000 sq ft across two floors for Vodafone
in Newbury; and 12,700 sq ft across two projects for VISA
in Basingstoke.
Commercial fit out projects on site or completed in London
during the year included 1.2 million sq ft for Citi in Canary
Wharf; 110,000 sq ft for a professional services firm in London;
109,000 sq ft for Aviva at 80 Fenchurch Street; 114,000 sq ft for
law firm Reed Smith near Spitalfields; two projects totalling
99,500 sq ft for Deloitte at New Street Square; 51,500 sq ft for
Berkeley Estate Asset Management in Mayfair; 40,000 sq ft
for British Land on Bishopsgate; 17,000 sq ft for Boston
Consulting Group on Charlotte Street; and an 11,000 sq ft
fit out for Burges Salmon at New Street Square.
Regional projects on site or completed during the year
included 160,000 sq ft for Lloyds Banking Group in Leeds;
144,000 sq ft for Wirral Borough Council; 50,000 sq ft for Dojo
in Bristol; 44,000 sq ft for Samsung in Cambridge; 27,000 sq ft
for Arup in Bristol; and 20,000 sq ft for Sky in Leeds.
29
Strategic report
Operating review
continued
Fit Out
Science and research and higher education
Projects won in the year included 310,000 sq ft for British Land
at 1 Triton Square in London; 64,000 sq ft for King’s College
London; 29,000 sq ft at Newcastle University; a 29,000 sq ft
library refurbishment at the University of Wolverhampton; and
two projects totalling 25,000 sq ft at Anglia Ruskin University.
Projects on site or completed during the year included a
150,000 sq ft HQ for GSK in London’s Life Sciences Hub, known
as the Knowledge Quarter; 100,000 sq ft at Durham University
School of Business; five projects totalling 45,000 sq ft for
Queen Mary University; upgrade works at the Francis Crick
Institute as their project partner; 27,500 sq ft for Aston
University; and a 12,500 sq ft fit out of Keele University’s
Clinical Skills department.
Design and build
Projects won and continuing on site during the year included
120,000 sq ft for Wood Group at Green Park in Reading;
50,000 sq ft for Mapletree at Green Park in Reading; 23,000 sq ft
for Ultra Maritime in High Wycombe; and 6,000 sq ft for
Molton Brown in Bishop’s Stortford in Essex.
Projects won and completed during the year included
50,000 sq ft for Accrue Capital in Maidenhead; 30,000 sq ft of
fully fitted labs and office space for Stanhope at MediaWorks
in White City Place; 38,000 sq ft for Aurora Energy Research
in Oxford; 21,000 sq ft for Kajima Properties (Europe);
24,000 sq ft for Greystar on Finsbury Square; 18,000 sq ft
for Sage UK in Winnersh Triangle, Reading; 15,000 sq ft
for Wavestone at Exchange Square in London; 13,500 sq ft
for Smiths Group plc; 8,600 sq ft for Centiva; 8,000 sq ft
for Spin Master Toys in Marlow; 8,000 sq ft for AEW UK
Investment Management; 7,000 sq ft for Trinity Life Sciences
in the Scalpel in London; and 7,000 sq ft for Just Climate
(by generation) in London.
Frameworks
Projects won under frameworks and corporate partnerships
included £30.0m of works for the Mayor’s Office for Policing
and Crime, with a future order book of £30.3m; £21.4m of
works through Procure Partnerships, with a future order book
of £9.6m; £11.2m of works through Pagabo, with a future
order book of £3.5m; £7m of works through the Southern
Construction Framework; £3.2m of works through
Construction West Midlands Framework; and two projects
through Scape to the value of £3.6m.
Divisional outlook
The increased medium-term target for Fit Out is to deliver
an average annual operating profit of £60m–£85m.
Based on the timing of projects in the order book and the
current visibility the division has of future workload for the
forthcoming year, the division is expected to have another
strong year in 2025, with profit towards the top end of this
revised target range.
30
Morgan Sindall Group plc
Annual Report 2024
Construction
We delivered a strong performance,
achieving an operating margin at the top
end of our target range and a secured order
book 20% ahead of the prior year.
Pat Boyle
Managing Director
The quick read...
Maintained prudent risk management in order book
Strong year of winning new work, with secured order
book seeing a 20% increase
Further work available in the market, much through
negotiated or existing frameworks
Medium-term target for operating margin increased
to 3.0%–3.5% from 2025
Construction’s revenue increased by 8% to £1,044.1m
(2023: £966.6m), while operating profit increased by 19% to
£30.9m (2023: £25.9m), resulting in an operating margin of
3.0% (2023: 2.7%); this was at the top end of its targeted range
for its operating margin of 2.5%–3.0%. The strong profit
performance was driven by improving the overall quality
of earnings through disciplined contract selectivity and
operational delivery together with prudent risk management
within its order book.
The division had a strong year of winning new work, with the
secured order book at £952m, 20% ahead of the prior year
(2023: £796m). Of the total, £771m (81% by value) is secured
for 2025; this compares to £652m (82% by value) of work
which was secured for the year ahead at the start of last year.
In addition to the total order book, there continues to be a
significant amount of suitable work available in the market,
much of which is being generated through negotiated or
existing frameworks. At the end of the year, the division
had £1,179m of work at preferred bidder stage, providing
confidence of a sizeable ongoing workload (2023: £1,284m)
for the forthcoming period.
Education
Project wins included a £51m new-build 930-place secondary
school in Dumfries, Scotland; the £50m Nine Elms two-form
entry and special educational needs (SEN) primary school in
Battersea; the £50m, 900-place Willows High School and SEN
facility in Cardiff; a £34m secondary academy at Callerton in
Newcastle upon Tyne for the Department for Education (DfE);
Key highlights and performance
against KPIs
Revenue (£m)
+8%
1,044.1
966.6
819.9
22
23
24
Medium-term target
£1bn
Operating profit
1
(£m)
+19.3%
30.9
25.9
22.6
22
23
24
Operating margin
1
(%)
+30bps
3.0
2.7
2.8
22
23
24
Medium-term target
2.5%–3.0%
1
Before exceptional building safety credit of £0.1m (2023: charge
of £11.5m). See note 2 of the consolidated financial statements.
Operating review
continued
31
Strategic report
Operating review
continued
Construction
During the year, work progressed at the £24m Alder Hey
Hospital surgical neonatal intensive care unit, the first
specialist facility of its kind in the UK; a new £14m community
diagnostic centre at St Margaret’s Hospital, Epping for The
Princess Alexandra Hospital NHS Trust; and multiple upgrades
for Mid and South Essex Foundation Trust’s Broomfield
Hospital in Chelmsford. Elsewhere, work completed on the
Norfolk and Norwich University Hospital’s £25m community
diagnostic and assessment centre.
Other sectors
Project wins included the £86m Devonshire Gardens
mixed-use redevelopment scheme for Railpen in Cambridge;
a £27m life sciences development in King’s Cross; a £32m
redevelopment and upgrade of a household waste recycling
centre and waste transfer station in Aldridge, West Midlands
for Walsall Metropolitan Council; a £32m major public realm
development for Plymouth City Council; a £10.5m upgrade
to Ashford Fire Station in Kent; and the £10m redevelopment
of Reading Central Library. The £43m residential project in
New Bailey Salford for English Cities Fund, being carried out
in collaboration with Mixed Use Partnerships, made good
progress in the period, while other completions included five
fire station projects across the UK, including the new £15.4m
Cosham Fire Station in Portsmouth.
Divisional outlook
The increased medium-term target for Construction is to
deliver an operating margin between 3.0% and 3.5% per
annum with an annual revenue target in excess of £1bn.
For 2025, based on its secured order book and the timing of
projects at preferred bidder stage expected to convert into
contract and commence in the year, the division’s operating
margin is expected to be towards the lower end of the revised
range and its revenues to slightly exceed £1bn.
the £25m Ravensdale special educational needs and
disabilities (SEND) school in Mansfield for Derby City Council;
the £19m Carleton High School in Pontefract; Maendy (£14m)
and Goetre (£20m) primary schools in South Wales; and the
£13m, 420-place Cable Wharf primary and SEN school in Kent
for Kent County Council and the DfE to support a growing
residential development.
During the year, work progressed on Orbiston Community
Hub, a £42m facility near Glasgow accommodating two
primary schools, a family learning centre and a community
centre; a £32m, 1,900-place all-through school in Abergavenny;
and the £21m new build and refurbishment of the School of
Veterinary Medicine at the University of Central Lancashire.
Completions in the year included: the £35m 150-place
Alconbury SEN school in Huntingdon; the £18m Pear Tree
SEND school in Stockport; the £13.9m Little Reddings Primary
School in Bushey, delivered via the DfE’s School Rebuilding
Programme; a £12m facility for Middlesbrough College to
deliver training in specialist engineering; an £11m three-storey
teaching block for Castle School in Thornbury, Bristol;
Limebrook School in Maldon, Essex, a new 420-place primary
school and nursery; the £24m London Institute for Healthcare
Engineering, a state-of-the-art life sciences facility for King’s
College London and Guy’s and St Thomas’ NHS Foundation
Trust; and a £19.5m ‘Living Lab’ public science centre for Anglia
Ruskin University.
Healthcare
Project wins included a £35m theatre and ward expansion
and refurbishment at Harrogate District Hospital; a £32m
expansion to create a new 48-bed ward block and imaging
facility at Milton Keynes University Hospital; a £9m extension
to The Grange University Hospital’s emergency department
in Cwmbran; and a £9m redevelopment of Bradford Royal
Infirmary’s maternity department.
Our strategy in action
Creating an inspiring and
sustainable learning environment
Prestley Wood Academy is a £36m SEND school for 150 pupils in
Alconbury Weald, Cambridgeshire. Facilities include two sensory
rooms, a state-of-the-art hydrotherapy pool, trampoline room and
soft play area. The landscaped design will support forest school
learning, specialist art creativity, and sport and fitness activities.
In line with the Council’s ‘Nearly Zero Energy Building Initiative’,
the team used CarboniCa, the Group’s intelligent carbon-reduction
tool, to help reduce the project’s carbon by 1,220 tonnes, for
example by re-assessing the foundation design, repurposing
material, using diesel-free equipment and solar site cabins, and
using a 25% PFA (coal waste) concrete mix. To save energy in
running the school, an air source heat pump system was installed
as well as 200 photovoltaic panels.
32
Morgan Sindall Group plc
Annual Report 2024
Infrastructure
We delivered a robust performance and
achieved our medium-term targets while
ensuring high-quality operational delivery.
Simon Smith
Managing Director
Key highlights and performance
against KPIs
Revenue (£m)
+18%
1,047.0
886.7
767.7
22
23
24
Medium-term target
£1bn
Operating profit (£m)
38.5
38.5
29.5
22
23
24
Operating margin (%)
–60bps
3.7
4.3
3.8
22
23
24
Medium-term target
3.5%–4.0%
Operating review
continued
The quick read...
Growth in revenue while operating profit in line with
prior year due to the timing and phasing of project
starts and completions
Order book up by 11%, mostly long term in nature
Positions secured on long-term programmes
including National Grid’s Great Grid Partnership,
Wessex Water’s AMP8 and Network Rail’s CP7
Eastern Framework
Medium-term target for operating margin increased
to 3.75%–4.25% from 2025
Infrastructure
1
delivered another strong performance in the
year, with both profits and margin influenced by the timing
and nature of projects delivered through its frameworks
while still ensuring a high-quality operational delivery across
the business. Revenue increased by 18% to £1,047.0m
(2023: £886.7m) with operating profit of £38.5m, in line with
the prior year (2023: £38.5m), supported by an operating
margin of 3.7% in the middle of its targeted range of 3.5%–
4.0% (2023: 4.3%).
Infrastructure’s order book of £1,883m was 11% up compared
to the prior year (2023: £1,689m). The order book continues to
remain long term in nature, with around 98% derived through
existing frameworks.
The division remains focused on the key sectors of nuclear,
energy, water, highways and rail, with visible opportunities
in defence. Its markets have significant long-term committed
investment programmes in place, largely driven by
government and regulatory objectives. Infrastructure
continues to see its clients awarding large long-term
frameworks with its delivery partners, awarding projects
focused on delivering strategic outcomes over the term
of the framework.
Energy
Infrastructure secured a position on the £9bn Great Grid
Partnership, as part of the Accelerated Strategic Transmission
Investment projects. The Great Grid Partnership will build new
electricity network infrastructure required to reduce the UK’s
reliance on fossil fuels by connecting 50GW of offshore wind
by 2030. In Scotland, the division secured a position as a
strategic partner on ScottishPower’s £5.4bn programme of
contracts to deliver the biggest rewiring of the electricity grid
since its inception. The partnership will run for an initial five
years, with the option to extend up to 10 years.
1
Design results are reported within Infrastructure.
33
Strategic report
Operating review
continued
Infrastructure
Our strategy in action
Helping the UK transition
to green energy
Infrastructure has delivered an overhead electricity line upgrade
for National Grid that will enhance the power flow into London
and enable more clean energy projects in South England to be
connected to the UK electricity network.
The line, between Elstree substation just south of Watford and
Sundon substation just north of Luton, spans 35km, 104 overhead
line towers and several major roads. The division used new
‘CatchBlock’ technology that allowed a seamless replacement
of conductors from tower to tower, causing minimal disruption
to infrastructure and third parties.
Infrastructure employed 14 people on the project who had been
trained in overhead line work at a specially designed training centre
set up by the division in Stone, Staffordshire.
Elsewhere, work continued at Dinorwig in Wales, and
commenced at ZA in Hertfordshire as part of the RIIO T2
electricity construction EPC (engineer, procure and construct)
framework for National Grid. Work also continued in Shetland
for Scottish and Southern Electricity Networks, which includes
an 11km, 132kV twin circuit underground cable project and
construction of Gremista substation; this project will play a key
role in the connection of the Viking wind farm, capable of
generating 500MW.
Nuclear
Decommissioning works continued for Sellafield on the
Infrastructure Strategic Alliance and the £1.6bn Programme
and Project Partners contract. In addition, work progressed
on the 10-year Clyde Commercial Framework for the Defence
Infrastructure Organisation, while works completed on the
D58 facility for BAE Systems in the year.
Rail
The division secured a position on the CP7 Eastern Framework
for Network Rail, a £3.5bn framework which lasts through to
2029, adding to its position on the £2bn CP7 Wales and
Western Framework secured in 2023. Announced late in 2024,
the division was appointed by Network Rail as delivery partner
for the overhaul of the Liverpool Street station roof at £22m.
Work continued on the remodelling of Colindale station for
Transport for London, including a new ticket hall and step-free
access. Elsewhere, works continued to progress on the
extension to Beckton Depot and a project to upgrade
Surrey Quays station, both for Transport for London as part
of its London Rail Infrastructure Improvement Framework.
Several schemes for Network Rail continued to progress
at pace, including the Bangor to Colwyn Bay line, as part of
the CP6 Wales and Western framework, the lift scheme at
Liverpool Central station as part of the Merseyrail framework,
and the Northumberland Line extension project.
Highways
Infrastructure continued to deliver the £87m M27 project as
part of the National Highways’ Concrete Roads programme to
replace the concrete surface of motorways on major A roads
in England. As part of the same framework, work completed
on the A11 and A12 schemes, improving traffic flow safety
for local commuters.
Water
Work continued on various environmental improvement
projects and wastewater treatment upgrades as part of the
long-term AMP7 framework with Welsh Water, and the
division’s 30-year-plus relationship with Welsh Water
continues following its appointment on the AMP8 framework.
Adding to its water portfolio, the division also secured a
position on AMP8 with Wessex Water, as a capital delivery
partner over a five-year period. In addition, civil engineering
works continued to make good progress on the west section
of the Thames Tideway ‘super sewer’ project to help prevent
pollution in the River Thames, with the project on target to
complete in 2025.
34
Morgan Sindall Group plc
Annual Report 2024
Our strategy in action
Transforming a vacant
high street unit into a
vibrant community hub
Paisley Learning and Cultural Hub was recognised at the 2024
Scottish Property Awards as ‘ESG Refurbishment of the Year’.
The Victorian townhouse was transformed into a digitally
connected learning space, adding an extra floor and modern
frontage. The hub contains a library, children’s library and
storytelling area, outdoor terrace, community rooms, study area
and computer access.
BakerHicks provided civil and structural engineering services from
the initial feasibility study through to completion, conducting
extensive surveys, investigative works and structural modelling
to create the space Renfrewshire Council was looking for.
New foundations, steelwork and slabs within constrained spaces,
together with meticulous planning of the construction sequence,
helped retain much of the original building.
Design
In the BakerHicks design business, HMP Highland received
the final go-ahead for construction. Having been involved
from the feasibility design stage, BakerHicks will continue
to deliver multidisciplinary services, including architectural,
building information modelling, civil and structural, mechanical
and electrical, and principal designer services. The new facility
is set to be the first net zero prison in Scotland, with improved
education and health facilities to help with rehabilitation.
Work continued during the year on an innovative feed additive
facility for East Dunbartonshire Council in Dalry, North
Ayrshire to reduce methane emissions from cattle.
Divisional outlook
The increased medium-term target for Infrastructure is to
deliver an operating margin between 3.75% and 4.25% per
annum, with an annual revenue target in excess of £1bn.
For 2025, based on the timing of projects and the projected
type of work, Infrastructure’s operating margin is expected
to be in the middle of the revised range, while revenue is
expected to be closer to £1bn. This is underpinned by the
division’s continued focus on long-term client relationships,
disciplined contract selectivity, risk management and
project delivery.
Operating review
continued
Infrastructure
35
Strategic report
Property
Services
We have successfully completed our
business remediation programme and are
positioned to return to profit in 2025.
Jo Jamieson
Managing Director (reporting to Pat Boyle)
Operating review
continued
The quick read...
Completion of business remediation programme
included a negotiated exit from a small number
of contracts and operational restructuring of key
existing contracts, which resulted in an operating
loss for 2024
Expected to return to modest profit in 2025
78% of the order book is for 2026 and beyond
Secured a position on the Pagabo facilities
management framework, supporting further
expansion into this market
In 2023, Property Services reported an operating loss due
to cost pressures and operational challenges, and initiated a
business remediation programme which concluded at the end
of 2024. Under the leadership of the new management team,
the division successfully negotiated both the resetting of
pricing levels and KPI levels for a number of contracts,
together with early releases from a small number
of underperforming contracts by way of mutual agreement.
The latter resulted in exit costs recorded in the first half
of 2024.
Key highlights and performance
against KPIs
Revenue (£m)
+21%
223.2
185.2
163.5
22
23
24
Operating (loss) (£m)
–6.0%
(17.8)
(16.8)
4.3
22
23
24
Medium-term target
£7.5m
Operating margin
1
(%)
+110bps
(8.0)
(9.1)
2.6
22
23
24
1
Before intangible amortisation of £0.5m (2023: £2.9m).
36
Morgan Sindall Group plc
Annual Report 2024
Operating review
continued
Property Services
Elsewhere the division carried out a review of existing contract
assets with impairments recognised, while also concluding its
operational restructuring efforts across a number of its key
contracts to achieve efficiencies, with improvement plans
now implemented.
The impact of the above events has resulted in an operating
loss in the year of £17.8m (2023: loss of £16.8m). While
revenue increased by 21% to £223.2m (2023: £185.2m),
the growth is driven by increased volumes of planned repair
works for existing clients seeking to improve the condition
of their residential assets. While the remediation programme
was underway during the year, only a small number of less
material contracts were bid for.
At the year end, the secured order book was £887m, down
40% from the prior year (2023: £1,478m), as revenues were
removed for the unexpired term for those contracts which the
division had negotiated an early release from. Of the order
book remaining, 78% is for 2026 and beyond.
During the year, Property Services secured a two-year contract
with The Guinness Partnership to deliver planned works in the
London and South regions and was awarded a place on the
Pagabo facilities management framework, which will support
further expansion into this market. The division continues
to work with four existing contracts to deliver retrofit and
decarbonisation works under the Department for Energy
Security and Net Zero’s Social Housing Decarbonisation Fund
Wave 2.1, with a combined two-year value of £31m.
Our strategy in action
Improving energy efficiency
for residents
Property Services has partnered with Amplius (formerly Longhurst
Group) to improve the energy efficiency of 581 homes throughout
the East Midlands, North Lincolnshire and West Norfolk by
mid-2025. The £15m project received grant funding from the
government’s Social Housing Fund.
The upgrades include wall and loft insulation, replacement
windows and doors, draught-proofing and low-carbon heating.
During 2024, the energy ratings of over 450 properties were
improved from Energy Performance Certificate band D and below
to band C, supporting the health and wellbeing of residents and
reducing carbon emissions and running costs.
The team engaged regularly with residents to encourage them to
sign up to the works and reassure them about potential impacts.
Divisional outlook
The medium-term target for Property Services is to deliver
£7.5m operating profit per annum.
Following the successful completion of the remediation
programme, the division is now positioned to return to
a modest profit in 2025.
37
Strategic report
Responsible business strategy and performance
Driving sustainable growth
and creating shared value for
the communities we serve
Overview
As the UK’s leading partnerships, fit out and construction
services group, we have a significant opportunity to create
lasting value for people, planet and profit. With the built
environment contributing around a quarter of the UK’s total
carbon emissions, it is vital that we play our part to accelerate
the transition to a low-carbon economy by setting near- and
long-term commitments to decarbonise our activities and
reduce our value chain emissions. At the same time, we must
also ensure that our projects continue to support the UK’s
housing, regeneration, development and infrastructural needs
by generating long-term value for business and society to
deliver a fair and just transition.
Our responsible business strategy supports our ambition
to drive sustainable growth and create shared value for the
communities we serve. Our expertise in partnerships enables
us to collaborate with local authorities and housing
associations to support the government’s affordable housing
and social infrastructure plans. Our focus on fit out and
maintenance enables us to reimagine spaces in healthier
and more sustainable ways. Finally, our construction projects
establish vital infrastructure and buildings that keep the
country running – from roads and railways to schools
and hospitals.
Our strategy
Our responsible business strategy is driven by our five Total
Commitments, which address the Group’s most material
environmental, social and governance (ESG) issues. By taking
targeted action through our divisions, we are scaling our
sustainable and responsible business activities to drive
progress across each of our five priority areas.
Our Total Commitments support six of the UN Sustainable
Development Goals where our activities can make the most
significant impact. Our strategy is driven by our Core Values,
which ensure we adopt a consistent set of behaviours across
our decentralised organisation, including our commitment to
operating with the highest standards of business ethics and
conduct in all that we do.
We measure our progress through a series of medium- and
long-term KPIs and targets.
1
These are reviewed periodically
to ensure they remain relevant and ambitious as our business
continues to grow.
1
Our responsible business metrics represent our UK operations only,
with the exception of our carbon emissions data, which also includes our
European operations.
2024 progress and highlights
We continued to decarbonise our activities in 2024 and drive
progress against our net zero commitments. We retained our
AAA MSCI ESG rating for the fourth consecutive year and an A
for CDP Climate for the fifth year. In August, we published our
first Transition Plan, which details our strategy for meeting our
medium-term science-based targets of a 60% reduction in our
Scope 1 and 2 emissions and a 42% reduction in our Scope 3
emissions by 2030, as well as our longer-term target of a 90%
reduction in Scope 1, 2 and 3 emissions by 2045 (see page 44
for more detail).
To identify targeted emissions reduction opportunities
across the Group, all divisions conducted internal
decarbonisation audits during the year. We also updated
our Scope 3 emissions inventory to improve the accuracy
of our data and track our ongoing performance and progress.
Our Total Commitments
Our five Total Commitments drive ESG action
across the Group by targeting our
key material issues.
Protecting
people
Developing
people
Improving the
environment
Working
together with
our supply chain
Enhancing
communities
Our Total
Commitments
38
Morgan Sindall Group plc
Annual Report 2024
Responsible business strategy and performance
continued
This has enabled us to disclose our Scope 3 emissions across
all relevant categories for the first time (see page 45).
Our people are the lifeforce of our business and we depend
on them to deliver services that delight our customers every
day. To support their needs, we offer an inclusive and
innovative culture that inspires them to achieve the
improbable. During the year, we reinforced our ethos of zero
harm by setting new leading health and safety indicators
(see page 40). We also reinforced our commitment to
supporting and developing our people, while securing new
opportunities for the next generation of leaders, through
training and development opportunities, apprenticeship roles,
graduate schemes and student placements (see page 43).
As a business that operates at the very heart of communities,
it is vital that we identify ways to accurately measure and
increase the social and economic impact our projects have
on society. In July 2024, in partnership with the Housing
Associations’ Charitable Trust (HACT) and Simetrica-Jacobs,
we launched the Built Environment Bank, an online tool to
measure the value we are creating through our projects.
Our divisions also continued to participate in a range
of community activities, including educational programmes,
employability initiatives and environmental projects
(see pages 50 and 51). The Social Value Portal has calculated
that the Group has contributed £4.6bn in social value since
October 2023.
More information about the Group’s responsible business
progress can be found on our website.
Importance to stakeholders
Importance to the business
We conduct a materiality assessment every two years to
identify and rank the ESG issues that are most important
to our stakeholders and business over the medium term.
Our last double materiality assessment was conducted in
2023, where we received input from 2,680 stakeholders,
including 2,125 employees and 555 external stakeholders.
The process was aligned to the Future-Fit Business
Benchmark and the UN Sustainable Development Goals
to ensure rigour and alignment to relevant topics and
standards. The survey was also informed by the Global
Reporting Initiative’s sustainability context principle and the
Sustainability Accounting Standards Board’s five-factor test.
In 2025, we will undertake a refreshed double materiality
assessment to align our approach to emerging regulatory
standards, which will guide our responsible business
strategy and future reporting.
Materiality assessment
Protecting people
1. Physical and mental health, safety and wellbeing
2. Fair employment and no modern slavery
See pages 40 and 41
Developing people
3. Employee capabilities are strengthened and expanded
4. Diversity and inclusion
5. Youth training and employment
See pages 42 and 43
Improving the environment
6. Water use is minimised and socially equitable
7. Air quality is maintained to highest standards
8. Zero avoidable waste
9. Mitigation and adaptation to climate change
10. Protecting ecosystems
11. Net zero progress
See pages 44 to 47
Working together with our supply chain
12. Resilient, responsible and engaged supply chain
13. Diverse and local supply chain (SMEs)
See pages 48 and 49
Enhancing communities
14. Positive environmental and social
procurement outcomes
15. Enhanced community health and wellbeing
See pages 50 and 51
Governance
16. Ethical business and governance
See pages 38 and pages 81 to 134
39
Strategic report
Responsible business strategy and performance
continued
Creating a culture of safety
The health, safety and wellbeing of our people and the
subcontractors who work on our sites is our highest priority.
We reinforce safe practices by creating a culture that
promotes positive behaviours, compliance and accountability.
During the year, our protecting people forum brought
together divisional health and safety leads to implement
processes and procedures throughout the Group, including
targeted actions, training, and safety awareness initiatives.
In 2024, the forum established a new set of leading indicators
to better anticipate and prevent avoidable incidents while also
increasing the number of positive interventions that take
place. Additionally, the forum worked on implementing a new
data management system to strengthen site supervision and
improve our ongoing performance monitoring processes.
In 2024, over 90% of projects were accident-free and RIDDOR-
free. Subsequently, our LTIR decreased marginally to 0.23
across the Group (2023: 0.24). While we have made strong
progress to date, there is still some way to go to achieve our
interim LTIR target of 0.21 by 2025. We are confident that our
improved data collection, new leading safety indicators and
increased positive interventions will enable us to achieve
further reductions over the coming year.
Promoting responsible behaviours
We empower our divisions to establish targeted health and
safety programmes that are applicable to the bespoke nature
of their work and projects. Driven by our divisional health
and safety teams, our first priority is incident prevention.
To deliver this consistently, we provide effective onboarding,
on-site training and awareness exercises, as well as regular
near-miss reporting to ensure that all unsafe behaviours,
hazards or near misses are reported.
In the unfortunate event that an incident does occur, a
detailed investigation is undertaken to ensure that all lessons
are captured, tracked and learned from. This typically involves
targeted updates to policies, refresher training, new learning
bulletins and detailed safety briefings. To ensure consistency
in our approach, all divisions hold ISO 45001 accreditation for
Occupational Health and Safety Management Systems and
ISO 9001 accreditation for Quality Management, with
BakerHicks holding SafeContractor certification.
In 2024, effective governance was reinforced through regular
training. For example, Infrastructure rolled out a series of
protecting people workshops to over 2,000 colleagues, which
were delivered by 30 internal facilitators. The training received
a 98% positive feedback rating, with 93% of participants saying
they would recommend it to a colleague. Fit Out embedded
best-practice health and safety principles from project
implementation by inviting its health and safety team to
attend all project pre-start meetings; Construction rolled out
a series of immersive learning programmes covering key
topics such as fire safety and buried services; and BakerHicks
established a 100% Safe Ambassadors network to deliver
targeted safety initiatives across all its locations.
Protecting
people
The quick read...
Introduced new leading safety indicators across the
Group while also enhancing division-specific metrics
Strengthened safety data management to
provide detailed insights into performance and
identify targeted actions
Over 90% of projects accident-free and RIDDOR
1
-free
Collaborated with leading construction companies
to re-energise awareness of modern slavery in
our industry
2024 progress
2024
0.23
lost time incident rate (LTIR)
2
2025 target
0.21
2030 target
0.18
Horizon ambition
Zero incidents
1
Reporting of Injuries, Diseases and Dangerous Occurrences
Regulations 2013.
2
Number of lost time incidents x 100,000 divided by the number of hours
worked. Lost time incidents are those resulting in absence from work for
a minimum of one working day, excluding the day the incident occurred.
We are committed to safeguarding our people
and partners by implementing safe and healthy
workplace practices. By putting in place rigorous
measures and promoting our high standards of
conduct across the value chain, we are protecting
people at every stage of their journey with us.
40
Morgan Sindall Group plc
Annual Report 2024
Responsible business strategy and performance
continued
Protecting people
Supporting physical and mental wellbeing
In addition to our high standards of health and safety across
the Group, we are committed to encouraging our people to
be fit, healthy and resilient. For us, this means putting in place
effective measures to support their physical, emotional and
mental wellbeing. As of 2024, 68% of employees across the
Group received private medical insurance and 96% were
covered by life insurance. We also offer a comprehensive
benefits package that includes a digital GP service, a dedicated
employee assistance programme and a range of other leading
benefits (see page 43).
Our divisions continued to promote health-related activities
and targeted campaigns throughout the year. For example,
Infrastructure conducted around 2,000 colleague health and
wellbeing assessments that included completing a lifestyle
analysis questionnaire. Through the assessment and
recommendations provided, many have taken active steps
to seek medical intervention or pursue a healthier lifestyle.
In Property Services, our team of qualified mental health first
aiders were on hand throughout the year to assist employees
in need, and in Mixed Use Partnerships, strong progress was
made through the achievement of Great Place to Work
accreditation for Employee Wellbeing.
Our work to deliver improved physical and mental wellbeing
extends beyond our employees to the users of our buildings
and spaces. All our divisions participate in the development
of WELL Building-, BREEAM- or DREAAM-rated projects that
require health and wellbeing principles such as air, water,
nourishment, light, fitness, comfort and mind to be
incorporated in building design and functionality.
Upholding human rights
We are committed to upholding the highest standards of
human rights within our business and across our value chain
by treating everyone who interacts with our business with
dignity, wellbeing and respect. Our human rights policy
outlines our support of the UN Guiding Principles on
Business and Human Rights and the UN Universal Declaration
of Human Rights. This includes a commitment to the
principles of diversity and inclusion, non-discrimination and
non-harassment, prevention of human trafficking, elimination
of forced and child labour, workplace health and safety,
freedom of association, and supply chain compliance.
To ensure alignment across the Group, our Code of Conduct
sets out the behaviour we expect of our people when
engaging with our clients, colleagues, suppliers and
communities. The Code is supported by our Supplier Code
of Conduct and our Modern Slavery Statement, which outline
our obligations with regard to eliminating any and all forms of
human trafficking and forced labour from within our business
and across our supply chain. During the year, we continued
to raise awareness of modern slavery and the steps our
employees can take to prevent it (see case study below).
In 2024, we continued to promote our confidential
whistleblowing service, ‘Raising Concerns’, independently
operated by Safecall, to encourage our people to report
any concerns or forms of non-compliance without fear of
retaliation. In 2024, we received 36 calls to the hotline and
our investigations found no instances of modern slavery
within our business or in our immediate supply chain.
Eliminating modern slavery
in construction
In 2024, we partnered with 11 construction companies and labour
agencies to re-energise awareness of modern slavery in our
industry and increase the chances of exploitation being reported.
Recognising the importance of training programmes and site
inductions in raising awareness among site workers, we
commissioned anti-slavery charity Unseen UK to produce a
powerful film that highlights the everyday reality for victims of
modern slavery and demonstrates signs of exploitation that site
teams can look out for. The photo to the left is a still from the film.
The film was screened in October 2024 at the Supply Chain
Sustainability School’s ‘Built Environment Against Modern Slavery’
event, and has been shared on the social channels of all partners
involved in the project to extend its reach across the sector.
41
Strategic report
Responsible business strategy and performance
continued
Becoming an employer of choice
Talented people are critical to our success and we are
committed to supporting them by providing a wide range of
skills development opportunities, competitive benefits and
attractive rewards. In doing so, we seek to create a unique
culture that encourages our people to think differently to
achieve their ambitions and delight our clients.
To drive consistent action across the Group, our HR forum
meets monthly to bring together divisional HR leads to share
ways of working and develop joined-up solutions to meet the
evolving needs of our people. This includes identifying ways to
improve skillsets, provide career development opportunities,
strengthen core capabilities and support employees on their
career journeys.
Accreditation remains a critical way to track progress in our
ambition to be an employer of choice. In 2024, several of
our divisions held or maintained their Investors in People
accreditations: Construction re-accredited its Platinum status,
with Infrastructure, Partnership Housing and Mixed Use
Partnerships maintaining their Gold status. Additionally,
Mixed Use Partnerships achieved Great Place to Work and
Great Place to Work for Women accreditations.
Driving skills and career development
By consistently investing in the skills, knowledge and expertise
of our people, we are creating a culture of leadership and
innovation across our divisions. In 2024, employees
participated in over 26,000 training days, covering a broad
mix of on-the-job activities, e-learning and formal training.
While the average number of training days per employee
has remained flat at 3.2 days, in 2025 we will continue to
work with our divisions to develop action plans to increase
employee uptake in training. We will also continue to formalise
our performance reviews, talent-mapping exercises and
skills-sharing forums to enhance leadership development.
Our approach to career development begins with our
recruitment process, which we aim to make equitable, fair and
attractive to prospective employees. In 2024, several of our
divisions introduced diversity steering groups to explore ways
of attracting new and diverse talent. We also enhanced our
internal recruitment processes and succession planning to
retain talented people within the Group.
Leadership development remained a critical focus in 2024.
In our divisions, Construction introduced an online mentor
network to pair over 160 mentors and mentees across
functions and regions to make new connections and promote
leadership skills. Fit Out continued to focus on embedding its
Perfect Delivery and exceptional experience ethos among
new recruits by requiring all starters to attend a two-day
introductory course. Additionally, Partnership Housing
refreshed its recruitment process and onboarding event for
new employees to embed leadership skills from day one.
Developing
people
The quick read...
Expanded our range of employee rewards and
benefits to continue to attract and retain top talent
Increased apprenticeship positions to support youth
development opportunities and bring in new skillsets
Embedded initiatives to eliminate bias and enhance
diversity and inclusion across our divisions
Continued to develop our leadership training
programmes
2024 progress
2024
3.2
training days
1
per employee on average
2025 target
5 days
2030 target
6 days
Horizon ambition
7 days
1
A training day is a minimum of six hours’ training.
Our innovative and open culture facilitates our
purpose to harness the energy of our people to
achieve the improbable. We provide a wide range
of tools to help our employees meet their personal
ambitions while driving our success. We are also
committed to creating a diverse and innovative
workplace that extends opportunities to our own
workforce and the next generation of leaders.
42
Morgan Sindall Group plc
Annual Report 2024
Responsible business strategy and performance
continued
Developing people
Creating a diverse culture
It is vital that we create an open and dynamic workplace that
is reflective of the communities we serve. While we recognise
that the construction industry has made progress in extending
opportunities to less represented demographics in recent
years, we know there is much more work to be done to drive
progress across the built environment sector.
To play our part in attracting new and diverse talent, we
participate in many national partnerships, including with
Women into Home Building (via the Home Builders
Federation), the Construction Inclusion Coalition, Inclusive
Employers and BuildForce UK. These networks enable us to
promote the construction industry to new pools of talent
who may not have considered a role in the sector. We also
give full and fair consideration to job applications from those
with disabilities; we are committed to making reasonable
adjustments to their roles and responsibilities, and offer the
training and support they need to progress in their career.
We are passionate about enhancing female inclusion and
ethnic diversity across the Group. In 2024, 26% of our UK
workforce were women, including 27.3% of our Group
management team and 42.9% of the Board (see pages 96
and 97).
Our mean gender pay gap was 25.7% in 2024 (2023: 26.8%)
and our median gender pay gap was 28.9% (2023: 29.0%).
Eleven percent of our employees self-identified as being from
an ethnic minority background (2023: 10%). We will persist in
our efforts to shift perceptions around our industry to attract
new and diverse talent, while also supporting and encouraging
the development of diverse talent into leadership roles.
During the year, we continued to implement initiatives,
such as conscious inclusion training, to support, develop
and promote gender diversity across the Group. Additionally,
Construction revised and updated its people policies, including
enhancing its set of family-friendly policies. Mixed Use
Partnerships improved its ranking with Great Place to Work
for Women from 100th position in 2023 to 28th in 2024,
while Property Services refreshed its diversity forum to drive
further action.
Supporting employment and employability
We believe in providing employment and employability
opportunities to the next generation of industry leaders
by providing apprenticeships, graduate programmes and
immersive learning opportunities to emerging talent. In 2024,
our direct employment of apprentices increased to 458
(2023: 359) and our teams sought to provide a broad range
of engaging and educational work experience opportunities.
In 2024, we exceeded the 5% Club’s target for employment
of apprentices, graduates and sponsored students, with
four of our divisions retaining or achieving Gold Standard
membership (see below table). In addition, 588 employees
participated in National Vocational Qualifications and/or
professional qualifications. See our responsible business
data sheet on our website for more metrics on how we
develop our people.
2024
2023
Apprentices
458
359
New graduates recruited
71
82
Students sponsored
41
42
Total
570
483
Percentage of total employees
1
7.0%
6.0%
1
Based on total number of UK employees at 31 December 2024.
Our divisions also continued to hold workplace-based sessions
to boost employability skills. For example, Property Services
hosted a cohort of apprentices at its London Wall office for its
annual Apprenticeship Academy, while Infrastructure’s rail
team partnered with non-profit organisation Girlguiding to
deliver engineering days to young girls through the
Northumberland Line project.
As well as helping young people find their feet in the
workplace, we are passionate about providing working
opportunities to other underrepresented groups, including
veterans and people with disabilities or neurodiversity
requirements. In 2024, we announced a major national
corporate partnership with BuildForce UK to provide career
opportunities in construction to skilled former service
personnel. Several of our divisions also worked with Building
Heroes to deliver construction skills training to veterans.
Providing competitive rewards and benefits
To attract the best talent from our industry and beyond,
we offer competitive wages, employee rewards and
industry-leading benefits. In 2024, our divisions enhanced
their rewards and benefits offer to extend the range of
physical, financial and wellbeing support available for
our people.
We pay the real living wage or above as minimum practice,
and several of our divisions are accredited Living Wage
Foundation employers. We also respect our employees’ right
to freedom of association and collective bargaining, and
currently 3.5% of our employees are covered under one of
these schemes. More about our remuneration approach and
our employee share plans can be found on page 113.
43
Strategic report
Responsible business strategy and performance
continued
Targeting net zero carbon by 2045
We are committed to identifying ways to reduce emissions in
our direct operations while also providing effective solutions
to decarbonise our industry. For this reason, we resubmitted
our carbon targets for validation by the Science Based Targets
initiative (SBTi) in 2023 to align to a more ambitious 1.5ºC
reduction scenario.
We recognise that our climate goals are ambitious; however,
by taking proactive steps across our divisions we are making
positive progress. In 2024, we were named as one of the
Financial Times’ Europe’s Climate Leaders 2024 as part of the
Climate Leader Special report highlighting the most successful
companies in reducing their core emissions. We also
continued to score highly in external climate ratings, retaining
an A for CDP Climate for the fifth year running and an AAA
MSCI rating for the fourth consecutive year.
To enhance transparency and disclosure, we published
our first Transition Plan in August 2024, detailing our
decarbonisation roadmap to 2045. Furthermore, we have
reported our Scope 3 emissions for the first time in this year’s
annual report (see page 45). Our newly approved net zero
targets commit us to reducing our Scope 1 and 2 emissions
by 60% for 2030 and by 90% for 2045, as well as our Scope 3
emissions across all relevant categories by 42% for 2030
and by 90% for 2045. In addition, we have maintained our
commitment to achieving a fully electric vehicle fleet by 2045.
Further environmental performance metrics can be found
in our responsible business data sheet on our website.
1
The 2019 baseline for Scope 1 and 2 emissions was 20,903 tonnes CO
2
e.
2
The 2020 baseline for all relevant Scope 3 categories is 1,300,271 tonnes
CO
2
e. This figure was recalculated in 2024 to apply new methodologies
and assumptions. We have chosen to disclose our Scope 3 emissions
across all relevant categories for the first time to align with our net zero
targets. We previously reported ‘operational’ Scope 3 only (categories 3,
5 and 6).
3
Our net zero targets are approved by the SBTi and the remaining 10%
of residual carbon emissions will be offset.
See Appendix on pages 197 and 198 for more information, including
emission scope definitions.
Improving the
environment
The quick read...
Reduced our Scope 1 and 2 emissions by 44% while
helping clients decarbonise
Deployed our intelligent software tool CarboniCa
on 218 new projects
Continued to support our three natural capital
projects at Blenheim, Lakenheath and the Great
North Bog
Conducted internal decarbonisation audits to
identify targeted emissions reduction opportunities
2024 progress
2024
44%
reduction in Scope 1 and 2 carbon emissions
from 2019 baseline
1
2024
1%
increase in Scope 3 carbon emissions
from 2020 baseline
2
2025 target
30%
2025 target
no target due to this being a new KPI
2030 target
60%
2030 target
42%
2045 target
3
90%
2045 target
3
90%
We are decarbonising our activities and delivering
solutions to accelerate the transition to a low-carbon
economy. Through our science-based targets, we
are committed to achieving net zero across our own
operations and value chain by 2045. We are also
passionate about conducting our activities in ways that
support nature, regenerate green spaces and help
our clients achieve biodiversity net gains.
44
Morgan Sindall Group plc
Annual Report 2024
Direct emissions reduction pathway
Scope 1 and 2 trajectory to achieve a 60% emissions reduction by 2030
Responsible business strategy and performance
continued
Improving the environment
Scope 1 and 2 emissions
During the year, we continued to implement initiatives to
reduce our direct emissions in line with our 2030 and 2045
science-based targets. These emissions stem mainly from
the use of bulk fuel for generators, cabins and construction
machinery, purchased electricity, and emissions from our
company fleet. By the end of 2024, we had achieved a 44%
reduction in Scope 1 and 2 emissions against a 2019 baseline.
While our absolute year-on-year emissions increased marginally
by 1% to 11,684 tonnes CO
2
e (2023: 11,430 tonnes CO
2
e),
we have continued to improve our operational efficiency,
reducing our carbon intensity by 7% from 2023 and by 62%
since 2019. As illustrated in the chart below, we remain on
track to deliver our 60% reduction target by 2030.
In 2024, we increased the number of electric and hybrid
vehicles in the Group fleet to 72% (2023: 64%). Electric-only
vehicles make up over a third of our fleet, which means we
remain on track to transition to a fully electric fleet by 2045.
To drive consistent action across the Group, we conducted
internal decarbonisation site audits in 2024. These
assessments will help to accelerate progress towards our
net zero ambitions through targeted initiatives such as the
deployment of new energy-monitoring systems, switching
to renewable energy tariffs, introducing more efficient
machinery and increasing our use of alternative fuels
such as hydrotreated vegetable oil over white diesel.
To ensure robust risk management, all sites maintained
their ISO 14001 certification for environmental management.
We also increased our internal carbon charge to £90 per tonne
of CO
2
e emitted to encourage our divisions to take consistent
steps to decarbonise their activities (2023: £70 per tonne).
In 2025, we will be increasing this to £115 per tonne. Capital
raised through the charge is allocated to a fund which is used
to invest in environmental restoration and high-quality carbon
offset projects (read more about our Blenheim, Lakenheath
and Great North Bog initiatives on page 47).
Scope 3 emissions
Our Scope 3 emissions account for c.99% of the Group’s
overall carbon footprint. The most significant of these derive
from the products and services that we procure, including the
embodied carbon in the materials we use, as well as the
estimated carbon emitted from the operation of the buildings,
homes and infrastructure we develop. As Scope 3 emissions
are complex to measure, it is vital that we collaborate with our
clients and supply chain partners to influence upstream and
downstream data capture and emissions reductions.
To improve the transparency of our reporting and drive
progress against our emissions reduction targets, we are
reporting our total Scope 3 emissions data for the first time.
Previously, we reported Scope 3 emissions relating to business
travel, waste, and fuel- and energy-related activities; however,
we have now updated our disclosure to include all material
categories (see Appendix on page 198).
In 2024, our Scope 3 emissions amounted to 1,314,055 tonnes
CO
2
e. This represents an increase of 1% from our 2020
baseline and a 6.5% increase from 2023 due to the significant
growth in our business activities. By continuing to improve the
accuracy of our supplier data, we hope to identify targeted
opportunities to decarbonise our value chain in 2025 to
remain on track to achieve our medium- and long-term
commitments.
2019
tonnes CO
2
e
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
0
5,000
10,000
15,000
20,000
25,000
1.5ºC pathway
Emissions and
reductions to date
Scope 2
Scope 1
45
Strategic report
Responsible business strategy and performance
continued
Improving the environment
A full breakdown of our emissions, including our carbon
intensity, can be found in our Streamlined Energy and Carbon
Reporting (SECR) section on pages 73 and 74.
During the year, we continued to onboard major suppliers to
deliver automated Scope 3 emissions reporting to improve the
accuracy of our data set (see page 49). We also updated our
Scope 3 emissions data across all 15 categories using new
divisional data to broaden our focus. Subsequently, 2020 data
was rebaselined across categories where new criteria and
assumptions were applicable; see Appendix on pages 197 and
198 for baseline updates and relevant Scope 3 categories.
In addition to verifying our Scope 1 and 2 emissions, we
began working towards validation of our Scope 3 emissions
methodology in 2024 and our Construction and Fit Out
divisions received external validation for their Scope 3
emissions. We will continue to encourage our divisions
to externally validate their Scope 3 emissions in 2025
and beyond.
Helping our clients decarbonise
One of the most effective ways we can combat climate change
is by empowering our clients not only to reduce emissions but
also to actively avoid them by making more sustainable choices.
In 2024, we continued to promote our RICS-approved
CarboniCa intelligence tool to help our teams, clients,
designers and supply chain partners identify ways to map
and reduce project emissions, including embodied carbon.
This industry-leading software undertakes a Whole Life
Carbon Assessment to highlight the most carbon-intensive
elements of a project and recommend lower-carbon
alternatives. By deploying this early in the design stage of a
project, CarboniCa can generate significant emissions savings.
Since the release of the tool in May 2022, it has been used
on around 650 projects, with 218 new projects adopting it
in 2024. Infrastructure deployed CarboniCa across its
Programme and Project Partners pipeline of 20 major projects
in Sellafield, West Cumbria, and Construction educated all its
staff on use of the tool through its carbon training roadshow.
Throughout the year, we also continued to work with clients
and suppliers to reduce embodied carbon through services
such as post-occupancy evaluations. To drive further
environmental action across our value chain, we became
Madaster UK Pioneers in 2024. This will enable us to influence
the development of ‘material passports’ that store all
information about a material and Environmental Product
Declarations (EPDs) that deliver improved environmental
outcomes across the industry.
To build climate expertise within the business, we delivered
training to upskill our people while promoting initiatives such
as the 10-tonne challenge, which incentivises teams to reduce
project emissions by at least 10 tonnes of carbon. Since 2021,
Construction has achieved savings of over 44,367 tonnes
through 111 different 10-tonne challenge project submissions.
Infrastructure also launched a 20-tonne challenge on World
Environment Day which resulted in the creation of fuel-free
site standards.
Number of projects using CarboniCa
0
100
200
300
400
500
600
700
800
2020
2021
2022
2023
2024
Delivering homes of the future
As well as helping our clients reduce and avoid emissions,
we want to leverage our expertise and strong supplier
relationships to develop innovative, sustainable and cost-
effective housing solutions that support the UK’s housing
goals. During the year, we continued to deliver affordable
housing projects and solutions aligned to best-practice built
environment frameworks and standards.
In 2024, Mixed Use Partnerships became the largest private
developer to join the Passivhaus Trust, delivering 96
affordable homes built to the sustainability standard as part
of its Greenhaus development in Salford. Work has since
commenced on Willohaus to create a further 100 homes
through the £2.5bn Crescent Salford regeneration. Property
Services continued to work with Amplius (formerly Longhurst
Group) to retrofit its portfolio of homes under the Department
for Energy Security and Net Zero’s Social Housing Fund. At the
end of 2024, 451 homes were retrofitted with energy-efficient
features under the scheme (see page 37 for more detail).
In addition, Partnership Housing launched its Tomorrow
Home pilot programme to trial sustainable technologies in
two eco-friendly demonstration homes that will inform new,
cost-effective housing specifications.
By promoting retrofit and fit out projects that reduce the
energy consumption of existing buildings, we can also deploy
solutions that deliver more sustainable buildings and homes.
In 2024, approximately 17% of Construction’s live projects
were retrofit jobs that include elements that will deliver
improved energy efficiency through insulation and the use
of more sustainable construction materials.
Reducing resource use
We are committed to reducing waste generated on our sites
by working with our supply chain and waste management
partners to embed circular solutions that deliver zero
avoidable waste. In 2024, waste generated across the Group
increased to 791,612 tonnes (2023: 485,722 tonnes) due to the
growth of our projects and improved waste reporting. Despite
this, we have increased the amount of waste diverted from
landfill to 97% (2023: 94%).
46
Morgan Sindall Group plc
Annual Report 2024
Responsible business strategy and performance
continued
Improving the environment
Our divisions continued to engage in initiatives to target
waste reduction and improve recycling throughout the year.
BakerHicks made positive strides by setting waste
management plans for all its EPCM (engineering, procurement
and construction management) projects. Construction
continued to participate in the Pallet Loop initiative to reuse
and repurpose wooden pallets used on site. Finally,
Partnership Housing diverted 99.9% of waste from landfill
in 2024 through its various activities and waste reduction
initiatives throughout the year.
Divisional efforts were supported by our Group waste desk,
which provides in-time notifications for divisions to monitor
how efficiently waste containers and skips are being used on
projects. Most importantly, the waste desk includes a tracker
which applies a monetary and carbon cost to generated
waste, which incentivises teams to take action to seek
further reductions.
Beyond our own operations, we are helping our clients
to reduce project waste through CarboniCa, which also
incorporates water use and waste management data in
addition to its carbon module. One of the key features of
the tool is its recommended use of timber frames instead
of steel ore core components on projects.
Creating natural capital
To reach our 2045 net zero commitment, we will use credible
UK-certified offsets on our remaining residual emissions.
To achieve this, our strategy is to invest in high-quality projects
that enhance biodiversity and contribute to a healthier climate
for local communities. In 2024, we continued to work on our
three legacy natural capital projects which, as well as helping
to address climate change, support the Group by enabling us
to obtain carbon offset certification.
We have completed work to plant nine woodlands and around
270,000 trees at the Blenheim Estate in Oxfordshire as part of
the Dorn & Glyme Woodlands project. As of 2024, the project
has been successfully validated by the Woodland Carbon
Code. Due to our critical investment, around 70,000 Peatland
Carbon Units have been created, of which the Group owns
20,000 units. Separately, our partnership with Lakenheath
and the Royal Society for the Protection of Birds (RSPB) has
enabled RSPB to purchase 54 hectares of land next to its
Lakenheath Fen reserve in Suffolk, which has been converted
into rich peat, biodiverse wetland. Finally, our support of
the Great North Bog initiative will restore 300 hectares
of damaged blanket bog in the North Pennines AONB
(Area of Outstanding Natural Beauty), UNESCO Global
Geopark in Yorkshire (see case study below).
To further contribute to the protection of natural ecosystems,
our divisions are required to complete BNG (biodiversity net
gain) assessments on all new projects. This requires teams
to measure the impact a project will have on waterways,
hedgerows and habitats and to develop an action plan to
leave the site with at least a 10% biodiversity improvement.
Throughout 2024, divisions participated in nature project
development, natural habitat restoration and rewilding
initiatives to meet their BNG targets. For example,
Construction is partnering with Groundwork UK to deliver
14 biodiversity improvement projects either on or near
completed sites, while Mixed Use Partnerships enhanced
green and blue spaces as part of its Hale Wharf development
in line with its ambition to achieve a 15% BNG on its projects.
Investing in peatland restoration
to tackle climate change
Peatlands are among the most carbon-rich ecosystems on earth,
storing twice as much carbon as the world’s forests. As a result,
healthy peatlands provide benefits to nature and society, as well as
being vital for tackling climate change.
In February 2023, we announced our third natural capital project
to support the Great North Bog initiative. Working in collaboration
with regional partners in the North Pennines AONB, UNESCO
Global Geopark and the Yorkshire Dales National Park, the project
will locate, develop and restore 300 hectares of severely damaged
blanket bog which stores up to 400 million tonnes of carbon.
By adopting a landscape approach over nearly 7,000 sq km of
peatland, our contribution will help to restore these once vibrant
natural habitats while also contributing to the UK’s climate and
carbon sequestration targets.
At the end of 2024, rewetting of 11 sites had commenced and our
first project contract to secure Peatland Code Units was secured.
47
Strategic report
Responsible business strategy and performance
continued
Establishing strong relationships
We depend on our suppliers to deliver high-quality solutions
and services that enable us to exceed our stakeholders’
expectations. By forging close relationships with our preferred
partners, we are helping to secure our supply chain, build trust
and establish strong standards of business ethics and conduct
across the value chain.
In 2024, we grew our Morgan Sindall Supply Chain Family
of preferred suppliers and manufacturers to 416 members
(2023: 406) who continue to benefit from tailored training,
on-site advice, access to contract information and dedicated
relationship management teams. During the year, 77% of
Group spend by value was with Supply Chain Family members
(2023: 75%).
To encourage ongoing engagement and dialogue, we host
regular engagement sessions and annual events to bring our
suppliers together. Our 2024 event was held at Silverstone
and was themed ‘Embracing the digital frontier’. During the
day, procurement partners were invited to showcase their
businesses while demonstrating how they are using
technology to future-proof their activities. The event was
attended by over 1,200 partners and resulted in thousands
of conversations which are set to improve collaboration and
further strengthen our existing relationships.
One of the key ways we seek to build trust is through our
commitment to paying our suppliers on time. In 2024, 94%
of our invoices were paid in accordance with terms to our
suppliers and 97.7% of invoices were paid within 60 days.
Aligning suppliers to our standards
Small- to medium-sized enterprises (SMEs) make up a high
percentage of our overall procurement spend, and we are
committed to working with them to provide the support,
education and guidance they need to align to our standards
while also ensuring they are able to provide us with the
information we need to meet our long-term climate goals.
We believe in supporting local businesses wherever we can,
which aligns with our responsible business strategy by
lowering the environmental impacts associated with logistics
and delivering social value by supporting regional economic
growth. In 2024, 62% of the Group’s spend was with regional
SMEs (2023: 65%).
To support our suppliers, we undertake annual climate-related
surveys and questionnaires, develop resources on low-carbon
material procurement and provide dedicated workshops and
training focused on upskilling teams and encouraging the
adoption of more sustainable technologies and materials.
Working together
with our supply chain
The quick read...
Grew our Morgan Sindall Supply Chain Family to 414
members to establish longstanding relationships
Refreshed our pre-qualification questionnaires for
more effective onboarding, including questions on
social value and sustainability
Paid 97.7% of invoices within 60 days in the last six
months of 2024
Encouraged 591 suppliers to partake in dedicated
training as active members of the Supply Chain
Sustainability School (SCSS)
2024 progress
2024
61.5%
of invoices paid within 30 days
1
2025 target
70%
2030 target
80%
Horizon ambition
95%
1.
Within the last six months of 2024.
Our longstanding relationships with supply chain
partners are essential to the successful delivery of
our projects. To support them, we are committed
to leveraging our reach to roll out our standards of
ethics and compliance while working with them to
drive sustainable action on behalf of our clients.
48
Morgan Sindall Group plc
Annual Report 2024
Responsible business strategy and performance
continued
Working together with our supply chain
Our relationship with the SCSS remains a critical partnership
for delivering climate-related education to our suppliers. At the
end of 2024, 2,835 suppliers were registered with the SCSS
(2023: 2,833), with 591 active members attending dedicated
training workshops covering a wide range of sustainability
topics (2023: 1,910).
For the third consecutive year, Fit Out took part in the SCSS’s
employee diversity benchmarking survey to better understand
diversity within its supply chain and identify opportunities to
increase representation. The results and outcomes will be
used to drive development opportunities that align with the
division’s commitment to attract and retain diverse talent in
our sector.
Decarbonising our value chain
In 2024, we continued to onboard our major suppliers
towards automated Scope 3 emissions reporting by using
invoices to calculate embodied carbon in real time. Our
collaboration with Causeway Technologies has now gathered
over 25,000 unique data points from invoices and direct
supplier engagement. This is helping us build up a clearer
Scope 3 emissions profile for purchased goods and services,
transport and distribution, and use of sold products, among
other categories.
Our divisions are also developing processes to collect
BRE-verified EPDs that provide quantified data on carbon
emissions associated with different materials and services.
For example, Construction gathered over 2,000 EPD data
entries from its suppliers in 2024 to build an in-house
embodied carbon library that will help make informed
decisions for its buildings moving forward. Other divisions
are set to follow suit in 2025.
Beyond these efforts, our divisions continued to work with
suppliers to use CarboniCa and to support initiatives such as
the 10-tonne challenge to help teams identify and reduce
emissions associated with their projects (see page 46).
Reducing risk and improving safety
As part of our rigorous selection process, our divisions screen
suppliers and subcontractors using detailed pre-qualification
questionnaires (PQQs) which include mandatory questions
relating to health and safety practices and performance.
In 2024, we simplified our question set while requiring
additional information relating to supplier sustainability
commitments. Based on these responses and supporting
evidence, divisions select suppliers and subcontractors whose
high safety and sustainability standards align with our own.
Our PQQ process is supported by a dedicated supplier
onboarding platform which allows us to identify, vet and
engage a pool of over 50,000 prequalified suppliers against
a range of industry standards, regulations and risk criteria.
In doing so, we are able to significantly reduce risks associated
with our projects and drive improved supplier performance,
particularly in the area of safety and wellbeing.
49
Strategic report
Responsible business strategy and performance
continued
Measuring social value
We recognise that it is challenging to quantify the social,
economic, community and environmental impact on society
of the Group’s activities as a whole. Our social value forum,
with representatives from across the divisions, meets
quarterly to determine how most effectively to measure our
Group-wide impact while also sharing best practice and
key learnings.
From 2021 to 2023, we used our Social Value Bank to
report the social value generated by the Group’s activities.
In July 2024, we retired the Social Value Bank and launched
the Built Environment Bank in partnership with HACT and
Simetrica-Jacobs. The new tool measures the social impact
of construction, development and supply chain activities and
has been designed for use across the industry. Specifically,
it broadens the scope to include an assessment of social
wellbeing. Like the Social Value Bank, the Built Environment
Bank aligns with best-practice guidelines including the
HM Treasury Green Book.
This year, we are reporting our social value contribution as
measured by the Social Value Portal while we continue to
onboard our divisions to the new Built Environment Bank,
as the Social Value Portal was the tool most widely used across
the Group in 2024. In 2025, we will review our metrics and
targets for social value to establish the best way to report on
a Group-wide basis, and will provide an update in next year’s
annual report.
Our Social Value Portal contribution
The Social Value Portal is an independent organisation that
measures and reports social and economic value generated
by a range of industry sectors. It uses its National Themes,
Outcomes and Measures (TOMs) System™ to calculate the
estimated value that activities and initiatives generate for local
people, their immediate communities and wider society.
The Portal has determined that between October 2023 and
the end of 2024 we contributed £4.6bn in social value through
our projects. Of this, £3.0bn has been validated to date, with
the remaining £1.6bn pending confirmation. We are expecting
full validation in early 2025 and anticipate the total figure to be
higher than £4.6bn. This contribution includes reported data
from our divisions up to the end of 2024, excluding Infrastructure.
As measured by the Social Value Portal, the majority of our
social value contribution is derived from local and SME spend
(with validated totals of £1.3bn and £1.5bn respectively),
provision of local employment and community support.
Other sources of value include training and educational
activities, apprenticeships, work experience and training
in employability skills.
We will publish the full results from the Social Value Portal
once fully validated and we will align our reporting to the
Portal with our annual reporting cycle from 2025.
We want our projects to leave a positive legacy
by creating shared value for the communities
where we work and operate. To deliver this, we are
working to accurately measure our impacts to
better understand how and where we are creating
social and economic value.
Enhancing
communities
Creating a lasting impact
With over 80 offices and a nationwide supply chain network,
our activities have a broad reach across the UK. Furthermore,
with hundreds of projects up and down the country, we
recognise the opportunity we have to make a lasting impact
on the communities where we live and work.
We are committed to supporting the government’s goal
to build 1.5 million homes and help address the UK’s
longstanding housing needs. Additionally, we want to support
vital infrastructural growth to ensure that we have the right
services in place to keep the country running.
Our clients and suppliers are just as passionate as we are
about leaving a legacy – one that prioritises wellbeing,
community and growth and is aligned to the principles of
delivering a just transition. Our divisions use a broad range
of third-party verified tools to understand and quantify the
value their projects generate for their clients, suppliers,
subcontractors and communities. This approach enables
them to determine how and where they are making the
biggest difference through their specific activities while
providing their clients with the metrics that are most
relevant to them.
The quick read...
Contributed £4.6bn in social value as reported by
the Social Value Portal
Launched the Built Environment Bank to measure
the value we are creating within our supply chain
and through projects
Helped community members find meaningful
employment opportunities through skills
development
Partnered with clients, local community groups
and charities to enhance community health
and wellbeing
50
Morgan Sindall Group plc
Annual Report 2024
Responsible business strategy and performance
continued
Enhancing communities
Promoting local skills and employment
We understand how transformative meaningful employment
can be, which is why we work with local partners to inspire
people from diverse backgrounds to develop the confidence
and skills they need to achieve their ambitions. We take pride
in helping residents secure local employment, whether that be
with our divisions, in our supply chain or with our partners.
In 2024, Property Services helped unemployed residents aged
50–64 get back to work by providing tailored support through
a collaboration with JobCentre Plus. Following a successful
pilot with Gainsborough JobCentre Plus, educational
programmes were run over six regions, with 150 residents
supported. Mixed Use Partnerships announced a three-year
sponsorship with Pathways to Property to drive youth
employment, and Construction offered access to over 750 free
online training courses aimed at upskilling for employment.
Supporting schools and colleges
We are passionate about working with schools and colleges
to promote the built environment to students as an area to
consider for their future career. Our divisions support schools,
colleges and universities by using their skills to host events
and workshops that help talented young people thrive.
We also build relationships with not-for-profit organisations
and other community initiatives to enhance our impact,
and to provide careers in construction as an avenue for
social mobility.
In 2024, BakerHicks attended over 40 events in collaboration
with a range of educational institutions across the country
to reach more than 5,000 students. Construction engaged
in a collaboration with the Careers and Enterprise Company
to deliver educational workshops across primary, secondary
and SEN education institutions. Fit Out continued to partner
with Construction Youth Trust to help disadvantaged students
and NEET (not in education, employment or training) youths
to gain vital employability skills.
Creating healthy and resilient communities
By partnering with our clients, local community groups and
charities, we seek to enhance physical health and mental
wellbeing to create safe and resilient communities.
In 2024, Partnership Housing introduced ‘Economy of Hours’
time banks on its joint ventures and major projects to provide
a reportable time commitment that is allocated to community
projects and volunteering. Meanwhile, Infrastructure’s
award-winning ‘Sow and Grow’ initiative saw around 950
students across 15 schools in the Shetland Islands receive
hands-on horticultural skills to learn about biodiversity and
ways to protect the local environment.
To read more about how we are enhancing communities,
please visit our divisions’ websites (see page 7 for
website addresses).
Property Services wins
social value award
Property Services won the Accountability and Reporting category
at the 2024 Social Value Awards.
The event, held in Birmingham in October, recognised
organisations that made a significant impact on their communities
through transparent, accountable and innovative practices.
Winning the Accountability and Reporting Award recognises
Property Services’ efforts to go a step further in holding itself
accountable to its key stakeholders by communicating the social
value its projects are having on local communities and society.
51
Strategic report
Managing risk
We have a clear governance
framework in place for
managing risk throughout
our operations.
Our risk governance model, shown below, ensures that our
principal risks and robust internal controls are under regular
review at all levels.
Our operational teams are highly skilled in their fields and
valued for their ability to identify and manage the risk
embedded in our day-to-day operations. Their mix of knowledge
and experience is a valuable resource at all key stages,
from project selection, through bidding to project delivery.
A detailed system of delegated authorities allows our people
the ability to perform while at the same time being
responsible and accountable for their actions. Our senior
management teams at divisional and Group level, aided by
our internal reporting process, maintain oversight to ensure
that all decisions and actions remain in line with
our expectations and risk appetite.
Risk governance
Top-down
Define risk
appetite;
identify,
assess and
mitigate risk
at corporate
level
Bottom-up
Identify,
monitor,
report and
mitigate risk
at operational
level
Group forums
Cross-divisional groups dedicated to topics such as health and safety, HR, IT security, social value and climate action.
Meet regularly to discuss matters arising, taking action where necessary via established authorities and reporting lines.
Group Board
Responsible for setting the Group’s risk appetite and ongoing risk management, including assessing principal and
emerging risks.
Audit committee
Assists the Board in monitoring risk management and internal controls and by formally reviewing Group and divisional
risk registers.
Divisional boards
Identify risks facing their businesses and take measures
to mitigate the impacts. Senior managers take ownership
of specific risks and ensure that appetite levels are
not exceeded.
Risk committee
Heads of key Group functions – legal, company secretarial,
IT, finance, audit, tax, treasury and commercial – review
Group and divisional risk registers before presentation to
the Board and audit committee. The committee ensures
inherent and emerging risks across the Group are identified
and managed appropriately.
Divisional reporting
Divisional risk registers
highlight risks and
mitigations embedded
in day-to-day operations
for which every
employee has some
responsibility. Significant
risks are monitored via
rigorous reporting and
communicated to the
Board and delegated
authorities.
Delegated
authorities
Approval of material
decisions – such as project
selection, tender pricing
and capital requirements –
is assigned to appropriate
levels of management up
to and including the Board;
for example, the Board
must approve undertaking
large or complex projects.
Strategic planning
Objectives and strategies
are set to align with the
risk appetite defined by
the Board. Any changes
are reviewed at monthly
Group and divisional
Board meetings to ensure
matters are addressed
in an ongoing and
timely manner.
Detailed risk
reviews
Conducted twice a year
by each division, recording
significant matters in
their risk registers. Each
risk is evaluated, before
and after the effect of
mitigation, as to likelihood
of occurrence and severity
of impact on strategy.
Internal audit
Group head of audit and assurance reviews and collates the divisional risk registers and draws from them when compiling the
Group risk register. An annual review across the Group focuses on significant projects, themes, trends and areas of concern.
52
Morgan Sindall Group plc
Annual Report 2024
Managing risk
continued
Principal risks
Our principal risks are those we consider
the most significant in terms of potential
impact to the business and have been
extensively reviewed.
In its annual review of the Group’s risk appetite, the Board
noted that our markets remain structurally secure. Our
business model is supported by increased levels of public
investment confirmed in the Autumn Budget, particularly in
affordable housing, town regeneration, critical infrastructure,
schools, health and other construction-related activity.
The Board also noted the easing of inflation and a more
predictable and manageable trading environment. However,
uncertainty remains around interest rates (albeit likely to keep
falling), the change in government could impact consumer
confidence particularly in the housing market, and supply
chain solvency issues continue to elevate certain risks towards
the upper end of our appetite. The Group’s current strategy
is well suited to deal with these issues but, given their fluidity,
the Board will closely monitor the situation during 2025 and
take appropriate action should the need arise.
The chart below left indicates our risk appetite and risk velocity
(the speed at which the risk would impact the Group).
This review should be read in conjunction with the viability
statement on pages 78 and 79.
Risk appetite and velocity
Risk severity and resilience
D
F
I
K
Low risk
High risk
High resilience
Low resilience
A
G
H
Increase
our quality
of earnings
Secure
long-term
workstreams
Excel in
project
delivery
for our clients
Maintain a
strong balance
sheet
Consistently
deliver on
our Total
Commitments
Within three
months
Within
one year
Over
a year
Strategy key
Risk velocity
Increase
Stable
Decrease
Principal risk
Risk
appetite
Risk
velocity
Risk
category
Internal/
external
risk
Strategic
priority
A. Economic
change and
uncertainty
Medium
Strategic
External
B. Exposure to the
UK residential
market
Medium
Strategic
External
C. Health and
safety incident
Low
Operational
Internal
D. Talent attraction
and retention
Medium
People
Internal
E. Partner
insolvency/
adverse change
of behaviour
Low
Financial
and
operational
Internal
F. Inadequate
funding
Low
Financial
Internal
G. Mismanagement
of working
capital and
investments
Low
Financial
Internal
H. Poor contract
selectivity and/
or bidding
Medium
Operational
Internal
I. Poor project
delivery
Low
Operational
Internal
J. Cyber activity/
failure to invest
in IT
Low
Operational
External
and
internal
K. Climate change
Low
1
Strategic
and
operational
External
1
Risk velocity impacts are both short/medium term (e.g. severe weather event) and long term
(e.g. temperature change).
J
E
C
B
53
Strategic report
Managing risk
continued
Principal risks
B. Exposure to the UK residential market
The government’s additional support for the UK’s housing needs continues to complement our partnerships model and affordable housing offering.
Positive trends include the interest rate trajectory, inflation regression, mortgage availability and the government’s commitment to unlocking planning
constraints, although this is likely to take some time to resolve. The recovery in the residential market will also be influenced by the cost of living, future
changes in interest rates and the pace at which government commitments can be delivered.
Risk description
Update on risk status
Mitigation
The UK housing sector is strongly
influenced by government stimulus
and consumer confidence.
Inflationary and interest rate
pressures could challenge
scheme viability, slowing down
decision-making and project
commencement.
If mortgage availability, affordability
or consumer confidence is reduced,
this could impact on demand and
make existing schemes difficult
to sell and future developments
unviable, reducing profitability
and tying up capital.
While uncertainty remains in the market,
there has been some progress as
described above.
In Mixed Use Partnerships, there are
short-term viability challenges to navigate
due to build cost pressures versus
plateaued sales values. Our model allows
us to work through this with our partners
and, where necessary, seek additional
gap funding and sources of finance with
better terms. We expect progress in some
regeneration projects to slow but not stop.
Constrained planning will remain a
frustration in the short term despite
the government’s intention to address
the issue, and it has the potential
to delay our schemes. In the longer
term, improvements in the system
will enable further efficiencies and
increase the speed at which we bring
developments forward.
A rigorous three-stage formal appraisal process is
undertaken before committing to development schemes
and capital commitments.
We work closely with public sector partners and government
agencies such as Homes England to secure extra development
funding if required.
We use less speculative, risk-sharing development models,
subject to viability conditions, that lessen negative impacts from
market fluctuations.
On selected large-scale residential schemes, we seek to forward
sell and/or fund sections to targeted institutional investors to
reduce risk.
Our residential portfolio has a wide geographical spread,
protecting against regional market variations, and is geared
towards providing an affordable product.
Rather than building up a land bank, we target option
agreements with landowners that limit and/or defer
long-term exposure and boost return on capital employed.
We regularly monitor and forecast our pipeline of development
opportunities and secured workload, which includes
monitoring key UK statistics such as unemployment, lending
and affordability.
For a large proportion of current schemes, we have the ability
to slow (or accelerate) build rates should the need arise.
Our partnership model provides resilience by allowing us to
flex scheme phasing, timing, tenure mix and funding structures
to suit varying market scenarios. The model can be de-risked
by increasing the proportion of contracting work in Partnership
Housing, forming strategic joint ventures and increasing the
proportion of affordable units.
Change in risk
Responsibility
The Board, executive directors
and divisional senior
management teams
Strategic priority
Strategic risk
A. Economic change and uncertainty
Public sector spending commitments, as confirmed in the Autumn Budget, continue to support our business model. Prior headwinds have continued
to ease, with inflation stabilising and some positive progress in the trajectory of interest rates, and the economy, households and businesses remaining
resilient. We believe the diversity of our operations, quality and volume of our pipeline of opportunities, and secured short- and medium-term workload
will provide a level of insulation against any specific adverse market conditions where they occur.
Risk description
Update on risk status
Mitigation
There could be fewer or less
profitable opportunities in our
chosen markets, including a
decline in construction activity
caused by macroeconomic shifts.
Allocating resources and capital to
declining markets or less attractive
opportunities would reduce our
profitability and cash generation.
Sustained operational delivery, a
high-quality order book and a strong
balance sheet underpin our competitive
position in our sector and give
confidence to our clients, employees
and supply chain.
In a volatile market, our strong balance
sheet allows us to remain agile, continue
to take long-term decisions and respond
to opportunities.
The government is continuing to invest
in areas that complement our strategy,
including affordable housing, education,
health, critical infrastructure and
town regeneration.
Our business model is designed to provide a mix of earnings
across different market cycles. The diversity of our operations
protects against fluctuations in individual markets while our
decentralised approach enables our divisions to respond quickly
to change.
The Board regularly reviews the economic environment
to assess whether any changes to the outlook justify
a reassessment of our risk appetite or business model.
We stress-test our business plan against the current economic
outlook to ensure our financial position is sufficiently flexible
and resilient.
We are strategically focused on a high-quality order book
underpinned by a strong balance sheet and financial strength.
A high proportion of our secured workload is with public sector
and regulated entities via long-term arrangements, with a
healthy level of demand and typically preferential terms.
We continue to be very selective and our procurement routes,
margins, contract terms and secured workload remain favourable.
We use analytical software to enhance our understanding of our
medium-term pipeline quality and risk, enabling us to predict
trends more accurately and adjust our strategy in response.
Change in risk
Responsibility
The Board
Strategic priority
54
Morgan Sindall Group plc
Annual Report 2024
Managing risk
continued
Principal risks
Operational risk
C. We cause a major health and safety incident and/or adopt a poor safety culture
Our first priority is to protect the health and safety of our key stakeholders and wider public. We have continued to focus on improving our safety
performance by increasing health and safety awareness and promoting safe behaviours. Our challenge is to keep refining our approach to drive further
improvement and ensure that everyone who comes into contact with our work, on and off site, goes home safe and well.
Risk description
Update on risk status
Mitigation
Health and safety will always
feature significantly in the risk
profile of a construction business.
We carry out a significant portion
of our work in public areas and
complex environments.
Accidents could result in legal
action, fines, costs and insurance
claims as well as project delays
and damage to reputation.
Poor health and safety
performance could also affect
our ability to secure future work
and achieve targets.
Our overall health and safety performance
has improved compared to previous
years. However, our vigilance remains
high and we continually look for ways
to drive improvement even further.
In 2024, our Group protecting people
forum refreshed our health and safety
framework to focus on the following
three objectives:
to engage early on health and
safety during the design and
preconstruction stages;
to be a learning organisation,
by strengthening our corporate
memory; and
to engage with our supply chain
to improve health and safety
performance.
We are continuing to build on our
objective to create a forward-thinking
and proactive health and safety culture.
To support this, the divisions have
identified and agreed a set of common
‘leading indicators’. These are positive
and proactive actions and activities
that the divisions promote in a manner
that complements their own sector
requirements. We firmly believe that
this approach will further support the
improvement in our day-to-day safety
performance going forward.
The Board is responsible for health and safety, which is the
first item on the agenda at every Board meeting. In addition,
our responsible business committee focuses on our health
and safety culture to drive better behaviour and performance.
Individuals in each division, and on the Board and Group
management team, are given specific responsibility for health
and safety matters.
Our Group protecting people forum meets regularly,
with representatives from all divisions sharing best practice
and exchanging information on emerging risks.
Safety leaders from across the divisions hold monthly
meetings focusing on addressing and learning from issues
and opportunities as they arise.
We have well-established procedures in place including safety
systems, audits, site visits, incident investigation and root-cause
analysis, monitoring and reporting, reporting of near-miss
incidents and incidents that could potentially have resulted
in serious injury, and reporting on the implementation of
leading indicators.
Our regular health and safety training includes behavioural
change, housekeeping on site, and leadership engagement
in driving site standards.
Each division’s health and safety policy is communicated to all
its employees, and senior managers are appointed to ensure
the policies are implemented.
We have developed major incident management and business
continuity plans, which are periodically tested and reviewed.
All divisions are accredited to ISO 45001 for occupational health
and safety.
We continue to offer our colleagues a range of benefits that
promote physical and mental wellbeing (see page 41).
Change in risk
Responsibility
The Board, Group management
team, divisional senior
management teams, protecting
people forum
Strategic priority
55
Strategic report
Managing risk
continued
Principal risks
People risk
D. We fail to attract and retain the talent we need to maintain and grow the business
Our current success is helping us attract and retain people, and in the short to medium term we are focusing on increasing the Group’s diversity.
Where staff retention is challenged, this tends to be influenced by both social and business-related issues, for example lifestyle changes, poaching and
an ageing workforce.
Risk description
Update on risk status
Mitigation
Skills shortages in the construction
industry will remain an issue for
the foreseeable future.
If we fail to attract and retain the
talent required to excel in project
delivery and meet our clients’ and
other stakeholders’ expectations,
this could damage our reputation
and our ability to secure future
work and meet our targets.
Improvements continue to be made to
the working environment and investment
made in technology and leadership
training. Our voluntary staff turnover
rate was 11% in 2024, compared to 12%
in 2023.
We are responding to the challenge
of an ageing employee population and
undertaking work to improve our diversity
and inclusion (see page 43).
We are considered a leader in the sector
in addressing climate emissions, which
should help attract new recruits. We
also offer an increasing digital emphasis
and improved working environments,
practices and employment packages.
However, it is recognised that the sector
has work to do in terms of being attractive
and the first choice for young people.
We empower our people and give them responsibility together
with clear leadership and support.
We offer them a strong Group culture and attractive benefits,
working environments, technology tools and wellbeing initiatives
to help improve their working lives.
We conduct employee engagement surveys and monitor
joiner and retention metrics including voluntary staff turnover.
We carry out annual appraisals that provide two-way feedback
on performance, and conduct exit interviews when people leave.
Our succession planning includes identifying and developing
future skills.
We provide training and development to build skills and
experience, such as our leadership development and graduate,
trainee and apprenticeship programmes.
Change in risk
Responsibility
The Board, Group management
team, divisional senior
management teams
Strategic priority
See pages 42 and 43 for more information about our commitment to developing people
56
Morgan Sindall Group plc
Annual Report 2024
Managing risk
continued
Principal risks
Financial and operational risk
E. Partner insolvency and/or adverse behavioural change
Some partners may have been trading with stretched finances following the pandemic, the unwind of government measures introduced to support
business recovery, and the reverse-charge VAT initiative. More recent mainstream contractor failure and inflation and interest rate increases continue
to put further pressure on their balance sheets, leading to a greater likelihood of failure.
Risk description
Update on risk status
Mitigation
An insolvency of a key client,
subcontractor, joint venture
partner or supplier could disrupt
project works, cause delay
and incur the costs of finding
a replacement, resulting in
significant financial loss.
Supply chain insolvency risk has increased
following some well-publicised failures in
the mainstream contractor market.
Where supply chain failures have
occurred, they have been disruptive but
manageable, with costs being absorbed
at project level by utilising contingency
and/or, in a small number of instances,
a reduction in margin which has not been
material to the Group.
We have nurtured close relationships with
our supply chain as part of a long-term
strategy, sharing our values and desired
behaviours, so that we can provide an
offering our clients can rely on.
We use supply chain credit checks but
the information is somewhat historical.
Our relationships with our suppliers
mean we can monitor the situation in
real time, by gaining transparency and
understanding their levels of exposure,
and our operational teams are highly alert
to early signs of stress. This gives us a
better chance of stepping in if needed.
The strength of our balance sheet gives
us the option of helping our supply chain
partners manage short-term issues,
such as cash flow, if and as deemed
appropriate.
Our strategy has been to reduce payment
days and our supply chain partners
regard us as dependable and responsible.
In addition, we do not hold any cash in
the form of retention from our preferred
supply chain partners, which helps
reduce their cash flow pressures and the
likelihood of failure.
Our business model and order book are predominantly focused
on public sector and regulated industries and commercial
customers in sound market sectors, reducing the likelihood
of a material customer failure.
We carry out rigorous due diligence preconstruction, particularly
on commercial clients and key supply chain partners, including
a focus on payment behaviours, cash terms and profiling, and
likely liquidity outcomes. Mitigation could include obtaining,
where necessary, relevant securities in the form of guarantees,
bonds, escrows and/or more favourable payment terms, or,
in some cases, declining a project.
Formal due diligence is carried out when selecting joint venture
partners, including seeking protection in the event of default
by one of the partners. Joint ventures require executive
director approval.
We work with preferred or approved suppliers where
possible, which aids visibility of both financial and workload
commitments.
Our business model reduces the concentration of supply
chain risk as our divisions operate in different markets
and geographical regions, using local supply chains.
This helps ensure we do not overstress suppliers’ finances
or operational resources.
Our predominant negotiated and two-stage procurement
routes
1
allow us to select supply chain partners with optimal
credentials tailored to each project, including qualitative,
behavioural, resourcing and financial. This enables predictable
outcomes for the Group, our clients and our supply chain.
We rigorously monitor work in progress, debts and retentions.
Change in risk
Responsibility
The Board, Group management
team, divisional senior
management teams
Strategic priority
1
Negotiated and two-stage procurement routes allow us early engagement in the project and greater visibility, influence and certainty over pricing
and programming.
57
Strategic report
Managing risk
continued
Principal risks
Financial risk
F. Inadequate funding
We have committed loan facilities of £180m which, together with our strong cash position, provide the Group with significant headroom.
Risk description
Update on risk status
Mitigation
A lack of liquidity could impact
our ability to continue to
trade, or restrict our ability to
achieve market growth or invest
in partnership schemes.
Our loan facilities of £180m were extended
by one year, £165m to October 2027
(with a provision to extend to 2028) and
£15m to June 2027.
During the reporting period and for the
foreseeable future, our average net daily
cash continues to be healthy and indicates
the cash-backed nature of the business.
Our balance sheet continues to provide
assurance for our stakeholders and
allows us to continue investing in
partnership schemes while remaining
selective in construction.
We have a Group-led disciplined capital allocation process for
significant project-related capital, which takes into consideration
future requirements and return on investment.
We monitor our cash levels daily and conduct regular forecasting
of future cash balances and facility headroom.
Our long-term cash forecasts are regularly stress-tested.
Change in risk
Responsibility
Executive directors, Group tax
and treasury director, divisional
senior management teams
Strategic priority
G. Mismanagement of working capital and investments
Our strong balance sheet and cash position continue to support investment in long-term partnership schemes and protect against economic downturn,
allowing us to make the right long-term decisions.
Risk description
Update on risk status
Mitigation
Poor management of working
capital and investments leads
to insufficient liquidity and
funding problems.
Our ongoing focus on working capital
management has enabled us to maintain
levels similar to prior years while
continuing to maintain payment practices
that are favourable to our supply chain
and investment in partnerships.
Our cash position is not supported by
any form of supply chain debtor finance
and gives a clear indication of our
financial health.
We continue to maintain a positive
momentum in cash management in
construction due to a combination of
improved returns, cash optimisation and
cash conversion.
Our average net daily cash for the period
demonstrates our disciplined working
capital management.
Our delegated authorities require that capital and investment
commitments are notified and signed off at key stages with
senior-level approval.
We reinforce a culture within our bidding and project teams
of focusing on cash returns to ensure they meet expectations.
We monitor and manage our working capital with an acute focus
on any overdue work in progress, debtors or retentions.
We monitor cash levels daily and produce regular cash forecasts.
We manage our capital on partnership schemes efficiently, for
example through phased delivery, institutional and government
funding solutions, and forward funding where possible.
Change in risk
Responsibility
Executive directors, Group tax
and treasury director, divisional
senior management teams
Strategic priority
58
Morgan Sindall Group plc
Annual Report 2024
Managing risk
continued
Principal risks
Operational risk
H. Poor contract selectivity and/or bidding
The quality of our long-term secured workload in our predominantly public and regulated industry sectors should safeguard our future performance,
allowing us to continue selecting the right projects. Client budgets, while more aligned to inflation, remain stretched, which results in preconstruction
periods taking longer. We continue to maintain sensible contingency levels, and some contracts contain mechanisms for passing through inflationary
costs, particularly on the essential and critical infrastructure work we carry out.
Risk description
Update on risk status
Mitigation
In a volatile market where
competition is high, a division
might accept a contract outside
its core competencies or for which
it has insufficient resources.
If a contract is incorrectly bid,
this could lead to contract losses
and an overall reduction in gross
margin. It might also damage
our relationship with the client
and supply chain, leading to a
reduction in work volumes.
Our order book consists of a high
proportion of public sector, regulated
industry and framework clients with
typically healthier risk profiles and
is secured in limited competition.
We have not changed the sectors or
markets we operate in and are therefore
unlikely to engage in a project outside
of our capability. In construction,
the majority of our work has been
secured via negotiated and two-stage
procurement routes.
Input cost pressures have eased with
newer projects benefiting from more
realistic client budgets and greater pricing
stability in the supply chain.
It is part of our strategy and culture to be selective in our work
by targeting optimal markets, sectors, clients and projects.
We limit our participation in open market bids, conducting
a large proportion of our projects via framework or joint
venture arrangements with repeat clients who share our
values. This provides a high probability of predictable and
successful outcomes.
When bidding, we aim for negotiated and two-stage
procurement routes that allow us early engagement and
collaboration, including the early identification of the most
appropriate supply chain delivery partners.
Our divisions select projects according to pre-agreed types of
work, project size, contract terms and risk profile. A multi-stage
process of bid review and approval includes tender review
boards, risk profiling and a system of delegated authorities
to ensure approval at appropriate levels of management.
We profile the skills and capabilities required for the project
to ensure that we allocate the right people.
Our divisions have processes in place to select supply chain
partners who match our expectations in terms of quality,
sustainability and availability.
We conduct a robust review of our pipeline and bids at key
stages, including rigorous due diligence and risk assessment,
and obtain senior-level approval.
Change in risk
Responsibility
Executive directors,
divisional senior
management teams
Strategic priority
59
Strategic report
Managing risk
continued
Principal risks
Operational risk
I. Poor project delivery (including changes to contracts and contract disputes)
Our focus on project selectivity, the quality of our order book and our close engagement with our supply chain partners helps reduce the probability
of poor performance. Inflationary pressures have eased, although stretched client budgets, supply chain finances and any related change in behaviours
could increase the risk of disputes and/or failures. However, our longstanding relationships and focus on customer experience help us navigate significant
issues when they arise.
Risk description
Update on risk status
Mitigation
Changes to the scope of works
and contract disputes could lead
to costs being incurred that are
not recovered, loss of profitability
and delayed receipt of cash.
Failure to meet client expectations
could incur costs that erode profit
margins, lead to the withholding
of cash payments and impact
working capital. It may also result
in reduction of repeat business
and client referrals.
Not understanding the project
risks may lead to poor delivery
and could result in reputational
damage and loss of opportunities.
Ultimately, we may need to
resort to legal action to resolve
disputes, which can prove costly
with uncertain outcomes as well
as damaging relationships.
Inflationary pressures have eased and
newer projects are benefiting from client
budgets more aligned with the impacts
of inflation; however, in some instances
it can take time to remodel a scheme to
ensure it is viable and this can lengthen
the preconstruction period.
There is a recognised shortfall in the
construction labour market, exacerbated
by impacts from Covid and Brexit.
However, in the short term, while we have
seen issues, we, together with our supply
chain, are managing the situation.
We have responded to the Building
Safety Act, which primarily deals with
building regulations and fire safety, with
Construction, Partnership Housing and
Mixed Use Partnerships having updated
their methodology to ensure that project
specifications remain compliant. This
includes a complete refresh of design
management and procedures, increased
on-site scrutiny and records, and
engagement of independent fire
consultants on more complex schemes.
In terms of the Building Safety Act, we
continue to actively engage with the
Ministry of Housing, Communities and
Local Government and have committed to
rectifying issues with appropriate remedial
activity which is being undertaken and
expenditure provided for, with cash
anticipated to be expended over the next
one to two years. Some of this may be
recoverable, but will take time to resolve.
We have well-established systems of measuring and reporting
project progress and estimated outturns that take into account
contract variations and their impact on programme, cost and
quality.
The strength of our supply chain relationships and preference
to work with selected partners reduces the probability of project
failure and helps to ensure we deliver predictable outcomes.
Where legal action is necessary, we notify the Board, take
appropriate advice and make suitable provision for costs.
Formal internal peer risk reviews highlight areas of improvement
and share best practice and lessons learned.
Various Perfect Delivery
1
initiatives focus on improvements in
product quality and predictability and client experience.
Regular formal and informal stakeholder feedback allows us
to intervene when required and refine our offering to provide
exceptional outcomes.
We continue to use and enhance our digital project
management tools and commercial metrics that highlight areas
for focus and provide early warnings, enabling early intervention
in the construction cycle.
Our divisions have worked closely with our supply chain for
many years, providing predictable workloads and prompt
payment. Maintaining good supply chain relationships has
helped us navigate labour and/or materials availability issues.
Change in risk
Responsibility
Executive directors,
divisional senior
management teams
Strategic priority
1
Perfect Delivery status is granted to Fit Out, Construction and Infrastructure projects that meet all four client service criteria specified by the division.
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Annual Report 2024
Managing risk
continued
Principal risks
Operational risk
J. Cyber activity and failure to invest in IT
To protect against increasing cyber attacks, we invest in security controls and partners, including liaising with government security advisers.
Risk description
Update on risk status
Mitigation
Investment in IT is necessary
to meet the future needs of the
business in terms of mobility,
growth, security and innovation.
It is also essential to avoid a
cyber incident that could cause
reputational and operational
impacts and/or a loss of data or
intellectual property that could
result in significant fines and/
or prosecution. Criminal activity
continues to increase, and, while
we are confident in our security
strategy, it is continually checked
and challenged.
During the year, we re-certified to
ISO 27001 and the government’s
Cyber Essentials Plus Scheme.
We have continued to enhance our
visibility of security events and ‘indicators
of compromise’ (signs of a data breach)
using the latest technologies. In 2024,
we implemented additional controls
to ensure we continue to innovate and
respond to emerging threats.
The Board has agreed a rolling security
strategy, supported by continuous
improvement and review. This ensures
we remain aware of emerging risks and
changes to the threats we face. Our IT
security steering group is provided with
additional funding as needed.
As part of our digital resilience
programme, we have continued to run
workshops hosted by industry experts
to educate key stakeholders around
incident response best practices, focusing
on business, technical and legal impacts
of a major incident. We have also taken
a significant step forward with our
investment in new backup and disaster
recovery capability, providing immutability
of our data and fast recovery times.
Data/business intelligence, digital
construction and AI are at the forefront
of our technology investment. To support
the seamless delivery of these new
technologies, we have also delivered
our next-generation, modern data
network. This both improves the security
of our network and enhances access to
cloud services.
We have continued to invest in cloud
platforms to expand functional capabilities
and resilience and have prepared for the
expected acceleration to cloud-hosting
away from data centres on the premises.
We have a dedicated Group team focused on providing a stable
and resilient IT environment with continued investment in core
infrastructure, security and applications. Our divisional IT teams
focus on business-specific digital transformation.
Our Group head of information security and compliance
presents an update to the Board on a biannual basis to ensure
oversight and challenge.
We adopt best practices to secure our people and data.
We certify to the ISO 27001 Standard and align ourselves
with other appropriate frameworks.
We commission an external industry expert to conduct regular
cyber risk analysis on every device used in our network. The data
collected is independent of our other security systems and acts
as an audit of our security controls and their effectiveness.
We engage with industry-leading partners to adopt appropriate
technologies to protect the Group.
Our IT security steering group provides governance and
oversight of the Group’s cyber strategy and strength, resources
and funding.
We run regular audits using different parties (both technical
and non-technical) to confirm that our controls remain effective.
Audit reports are shared with the IT security steering group.
We train all our employees in data protection and information
security including awareness and responsibilities.
We follow the National Cyber Security Centre’s guidance
on third-party risk management and perform ongoing risk
assessments of our digital supply chain partners.
Our investment in IT enables all our people to work remotely
and securely with minimal inconvenience.
Change in risk
Responsibility
The Board, Group management
team, IT security steering
group (reporting to the
chief financial officer)
Strategic priority
Strategic and operational risk
K. Climate change
We have been recognised as leaders in our sector for our work in reducing carbon emissions (see page 38). However, there is still much to do as we
progress towards our 2045 goal of net zero.
For detailed information on our climate change risks, mitigations and opportunities, see pages 67 to 70 of our
Task Force on Climate-related Financial Disclosures.
Page 65 sets out our climate governance, indicating Board oversight and management’s responsibilities.
Change in risk
Strategic priority
61
Strategic report
Managing risk
continued
Emerging risks
While our principal risks address shorter-term
issues, our strategic planning includes identifying
emerging risks that may affect our ability to deliver
our objectives over the medium to longer term.
We review any matters likely to impact strategy as part of our
twice-yearly review of our internal risk management process
and our monthly Board reporting.
The following emerging risks are currently being tracked and
monitored by the Board. The Board is satisfied with progress
being made in these areas, although it will continue to revisit
them as matters develop.
Long-term scarcity of skilled labour in the industry
Issue/risk
Update
Comment/outlook
This is a UK-wide issue which, while the sector
works to broaden its appeal as a career option,
will require considerable government and sector
collaboration to resolve.
This could impact our ability to deliver long-term
growth and/or disrupt project delivery.
It could lead to the ultimate resizing of the
industry and the Group.
We continue to manage some short-term
issues, largely mitigated by our predominant
two-stage procurement approach, which
helps with longer-term labour resourcing
and planning.
Off-site, modular and new methods
of construction help reduce on-site
resource needs.
Technology plays its part in reducing the
need for site-based resource and attracting
people into the industry but will require
some upskilling to be undertaken.
We engage with schools and local communities
to encourage people to join the industry,
and provide training and work opportunities.
Our diversity and inclusion initiatives help
make the industry more attractive and
increase the talent pool.
Our divisions’ relationships with their
supply chains help mitigate the effects
of labour availability issues by sharing
pipeline information and allowing long-term
resource planning.
Technology’s advancing pace
Issue/risk
Update
Comment/outlook
We do not adapt to (or adopt) new ways of
working, invest in technology or develop skills
and/or supply chain relationships that allow us
to compete in the future marketplace.
We fail to embrace innovative technologies to
increase efficiency for the Group and our clients,
resulting in a loss of competitive advantage and
a reduced ability to secure repeat business.
We continue to develop and manage
new technological tools and ideas that
allow us to remain competitive in our
markets, including evolving the use of data
analytics, business intelligence tools, and
operational, procurement, commercial and
financial systems.
Microsoft collaboration tools provide seamless
working, giving employees easy access to
systems at home, on site or on the move,
and strengthening our cyber security.
Artificial intelligence, machine learning,
IoT (Internet of Things), augmented reality,
robotics, exoskeletons, 3D printing and virtual
reality are evolving within the sector but are
currently considered immature. We have
taken some initial steps into these areas and
are keeping a close eye on developments as
they are set to provide greater efficiencies and
safer working environments as they become
more established.
People’s changing working patterns
Issue/risk
Update
Comment/outlook
Working patterns are continuing to change due
to trends such as the rise of AI and its workplace
impact, young people seeking meaningful
work with more flexibility, and technology that
facilitates remote and collaborative working.
Changing working patterns may impact our
customers’ requirements for office space.
Our ethos is to provide a working environment
that is stimulating, collaborative, productive,
respectful, flexible and safe. We provide tools
and technology at least comparable to those
of our competitors and are constantly adopting
and adapting to meet new demands.
Our current workload and pipeline in relation
to the office fit out market are significant and
reflect that the return to the office and the
requirement for more flexible office space
remain strong.
For the Group to prosper and grow, we need
to understand the priorities and values of
our employees and consider new models
of working that work better for them and
the business. We have an opportunity to
change the way we work to attract the best
talent, improve operational capability and
increase efficiency.
In the medium term, we expect the fit out
market to remain favourable, while over the
longer term we will review and adjust our
strategy should any significant shifts occur.
62
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Annual Report 2024
Climate reporting
Task Force on
Climate-related Financial
Disclosures (TCFD)
We remain committed to producing robust and
value-added climate-related disclosures that are
relevant to our business and our key stakeholders.
Our climate strategy focuses on reducing carbon emissions
and supporting a just transition for our clients, supply chain,
and the communities we serve by contributing to a more
sustainable built environment. As a Group, we are committed
to supporting the critical priorities of the Paris Agreement to
limit global warming to 1.5°C above pre-industrial levels and
achieving net zero by 2045 (see page 44).
Our TCFD disclosure is aligned with the requirements of
UK Listing Rule 6.6.6(8) by including climate-related financial
disclosures consistent with the 11 TCFD recommendations.
Our Group-level disclosures also represent the reporting
requirements of our subsidiaries, including Morgan Sindall
Construction & Infrastructure Ltd and Overbury plc. In
addition, we comply with the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022 and
Limited Liability Partnerships (Climate-related Financial
Disclosure) Regulations 2022 (referred to as ‘UK CFD’). Where
possible, we have continued to utilise the TCFD guidance
material, including the TCFD technical supplement and the
‘Guidance for All Sectors’ as per section C of the TCFD annex.
Finally, we have commenced alignment to the International
Sustainability Standards Board’s (ISSB) IFRS S2 Climate-related
Disclosures, with preliminary disclosures made throughout
this section. We will continue to draw on these resources to
further strengthen our sustainability disclosures into the
future while enhancing transparency and comparability
through alignment to key frameworks and standards.
TCFD recommendation
UK CFD alignment
2024 highlights and reference
Governance
(A) Describe the Board’s oversight
of climate-related risks and
opportunities.
Description of the governance
arrangements of the company or
LLP in relation to assessing and
managing climate-related risks
and opportunities.
See TCFD governance on page 65.
Responsible business committee continued to monitor
progress (page 109).
Audit committee reviewed internal climate audit findings
(pages 102 and 105).
Board approved an increase of our internal carbon charge
from £70 to £90 per tonne CO
2
e to drive climate initiatives
(pages 45 and 66).
(B) Describe management’s role in
assessing and managing climate-related
risks and opportunities.
Strategy
(A) Describe the climate-related risks
and opportunities the organisation
has identified over the short, medium
and long term.
Description of (i) the principal climate-
related risks and opportunities arising
in connection with the operations of
the company or LLP, and (ii) the time
periods by reference to which those
risks and opportunities are assessed.
See TCFD strategy on page 66.
Published the Group’s first Transition Plan on our website.
Continued to progress our Total Commitments, including
‘Improving the environment’ (page 44).
Conducted a physical climate change risk assessment on a
sample of Group sites (pages 66 and 70).
Conducted internal decarbonisation site audits across all our
divisions in 2024 (page 45).
Continued to progress high-quality nature conservation
projects (page 47).
(B) Describe the impact of climate-
related risks and opportunities on the
organisation’s business, strategy and
financial planning.
Description of the actual and
potential impacts of the principal
climate-related risks and
opportunities on the business model
and strategy of the company or LLP.
(C) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2
o
C or lower
scenario.
Analysis of the resilience of the
business model and strategy
of the company or LLP, taking
into consideration different
climate-related scenarios.
63
Strategic report
Climate reporting
continued
TCFD
TCFD recommendation
UK CFD alignment
2024 highlights and reference
Risk management
(A) Describe the organisation’s
process for identifying and assessing
climate-related risks.
Description of how the company
or LLP identifies, assesses and
manages climate-related risks
and opportunities.
See TCFD risk management on page 71.
See our audit committee report on page 104 for how we
manage all risks across our divisions.
Completed our annual update of the Group’s climate-related
risk and opportunities assessment (page 66), including
streamlining the wording of our climate-related risks and
opportunities to reflect evolved thinking.
Continued to proactively manage climate-related risks and
capitalise on opportunities (pages 67 to 70).
Conducted internal decarbonisation audits for each division,
which included risk assessments (page 45).
(B) Describe the organisation’s
processes for managing
climate-related risks.
(C) Describe how processes for
identifying, assessing and managing
climate-related risks are integrated
into the organisation’s overall
risk management.
Description of how processes for
identifying, assessing and managing
climate-related risks are integrated
into the overall risk management
process in the company or LLP.
Metrics and targets
(A) Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with
its strategy and risk management
process.
KPIs used to assess progress
against targets used to manage
climate-related risks and realise
climate-related opportunities and
a description of the calculations
on which those KPIs are based.
See TCFD metrics and targets on page 72.
See the Group’s non-financial KPIs on page 15.
Continued to drive progress against our science-based targets
covering our Scope 1, 2 and 3 emissions (pages 44 to 47).
Refreshed Scope 3 emissions data for the Group, spanning
all 15 categories, and reported all of these emissions for the
first time (see our SECR report on page 74).
Continued to improve alignment of our climate-related metrics
to the management of climate-related risks and opportunities
and will continue to evaluate the most effective metrics for the
future with consideration to the cross-industry categories.
Reviewed and updated the KPIs and metrics which we use
to monitor and manage our risks and opportunities in our
responsible business data sheet on our website.
(B) Disclose Scope 1, Scope 2 and, if
appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks.
N/A
(C) Describe the targets used by
the organisation to manage
climate-related risks and opportunities
and performance against targets.
Description of the targets used by
the company or LLPs to manage
climate-related risks and to realise
climate-related opportunities and of
performance against those targets.
64
Morgan Sindall Group plc
Annual Report 2024
Climate reporting
continued
TCFD
Governance
Our climate governance is fully integrated into our wider corporate governance structure. The chart below summarises our
responsible business governance framework and our approach to managing our climate-related risks and opportunities across
the Group.
Top-
down
Bottom-
up
Group management team
Our cross-functional Group management team is responsible for agreeing our operational and strategic approach to managing climate
change across our divisions.
Led by our chief financial officer, the team sets climate-related targets and objectives, as well as investment requirements; it also holds
strategic oversight for our divisions. It is supported by divisional managers who manage climate-related risks and opportunities on a
day-to-day basis.
Group Board
Has oversight of Group climate-related matters, including approval of the net zero strategy and Transition Plan.
Ultimate responsibility for climate-related matters sits with the chief executive. Our chief financial officer presents the Group’s climate
plans and performance to investors.
Considers climate-related risks and opportunities at least once a year as part of its annual risk and strategic review, while also monitoring
performance against climate objectives.
Continues to evaluate the inclusion of ESG factors, including climate change, in remuneration.
Responsible business committee
Assists the Board in managing climate-related risks and
opportunities to meet net zero targets and execute our
Transition Plan. Our chief financial officer attends all meetings
during the year. See the committee’s report from page 108.
Audit committee
Reviews and approves TCFD statement on behalf of the Board
and considers climate-related risks and opportunities twice
annually through the Group’s risk register review. See page 101
in the committee's report.
Project teams
Responsible for identifying climate-related risks and
opportunities on projects and implementing appropriate
actions to mitigate risks and capitalise on opportunities.
Supports net zero strategy by collaborating on projects
to reduce emissions and engage with clients on how to
reduce climate-related risks and opportunities.
Expertise, competencies and skills required to respond to
climate-related risks and opportunities are managed by
divisional HR leads, who also coordinate investments in
management training and upskilling, and the use of third-party
expertise where required.
Climate action group
Cross-divisional group responsible for sharing information and
advising on actions divisions can take to mitigate climate-related
risks and deliver the Group’s net zero strategy.
Meets at least four times a year to report on progress, share
best practice and identify opportunities.
Group director of procurement
and sustainability
Holds responsibility for delivering climate strategy and
communicating with divisions and Group management team
to embed actions in line with Group strategy.
Divisional boards
Responsible for implementing net zero carbon strategy,
managing climate-related risks and opportunities identified
at a divisional level and delivering climate-related initiatives.
Responsibilities for climate-related risks and opportunities are reflected in our terms of references, mandates and other related policies. See the Investors/
Governance section of our website.
65
Strategic report
Climate reporting
continued
TCFD
Alignment of climate-related risk timeframes with our business strategy and financial planning
Strategy
Scenario analysis
We continued to evaluate and monitor the climate-related risks and opportunities originally identified in 2021 that were deemed
to have the highest likelihood of occurrence (i.e. those that have a 30% or greater likelihood of materialising over the short,
medium or long term for the categories identified by TCFD).
Our scenario analysis considered two scenarios: the first aligning with the Paris Agreement (RCP2.6) and the second an
unmitigated ‘business-as-usual’ response (RCP8.5). These two scenarios enable us to consider changes in demand, design,
material options and construction in our decision-making. In 2023, we undertook a preliminary quantitative analysis using a net
zero scenario to produce a set of financial ranges for risks previously categorised as ‘high’ through our qualitative assessment.
See our 2023 annual report for this quantification.
To establish the materiality of these risks we adopted the Group’s financial reporting materiality threshold of £8.5m. Our
assessment indicates that our climate-related risks are immaterial and not expected to translate into a financially material impact
on the business in the short to medium term. Climate-related opportunities rank higher than risks due to the service-based
nature of our business. We do not own any long-term assets and we secure terms and conditions of projects prior to investment.
However, due to the evolving governmental and societal response to climate change, the Group is currently unable to determine
the full future economic impact of climate-related risks and opportunities on our business model or fully incorporate these into
our financial statements (see page 152). We have therefore continued to rank our risks and opportunities using our original
qualitative analysis as shown on pages 67 to 70.
In 2024, we consolidated our climate-related risks and opportunities and updated how we articulate these to ensure they evolve
with new thinking and continue to add value for the business. We also worked with a third party to undertake a physical risk
analysis on a sample of active projects to assess a range of physical risks including wildfire, flood, cyclone, heatwave, sea level rises
and water stress on our projects and their potential financial impact (see page 70). The table starting on page 67 details our
qualitative analysis on all potential climate-related risk and opportunities. A full overview of the approach, assumptions and
quantitative findings used for ‘high’ risk categories remains unchanged and is detailed in our 2023 annual report.
Decarbonisation and resilience
We have a resilient business strategy that is poised to respond well to changing market conditions. Our qualitative and
quantitative scenario analysis, along with our annual climate-related assessment, highlights the resilience of our approach to
climate-related risks and how we have already positioned ourselves to take advantage of the transition to a low-carbon economy.
We also ensure that climate-related opportunities are identified and assessed as part of our operational processes and project
due diligence. Our divisions have been contributing to an internal carbon charge since 2021 and in 2024 we increased it to £90 per
tonne of CO
2
e (2023: £70). This charge enables us to continue to invest in sustainable projects. Even if a high external carbon tax
were imposed, aligned to a net zero trajectory, our quantification work described in our 2023 annual report showed that this
would not be a material tax burden (>£3m per year) for the Group.
In 2024, we also published our Transition Plan, which details the key actions we are taking to meet our validated science-based
targets while also mitigating risks and maximising climate opportunities. The Plan is structured around the five disclosure
elements of the government’s Transition Plan Taskforce and can be found on our website.
Short term
0–1 year
Medium term
1–3 years
Long term
3+ years
Each division carries out a detailed
risk review twice annually and
records significant matters in its risk
register. This time horizon aligns with
our ongoing projects, operational
expectations and bidding timelines
for upcoming projects. We monitor
and report our Total Commitment
performance and KPIs annually.
To ensure we have adequate
resources for our continued
operation, we undertake an annual
viability statement covering a
three-year period. This time horizon
is in line with the Group’s budgeting.
Most of our projects are short
to medium term and therefore
captured in project risk reviews.
Long-term climate-related risk
and responsibilities are assessed
in line with strategic planning,
which considers shifting trends,
behaviours, technologies and legal,
regulatory and political changes
beyond three years. While our
projects are generally completed
over a short to medium time
horizon, their lifespan extends well
beyond this.
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Morgan Sindall Group plc
Annual Report 2024
Climate reporting
continued
TCFD
Identified climate-related risks and opportunities
Transition
1. Legal
Timing of risk:
Long term
Movement of risk:
Status of risk:
High
Description and impacts
2024 initiatives and progress
Metrics monitored
Increasing legislation aimed at
mitigating climate change in
the form of carbon taxes could
result in new operational costs
for the Group.
Continued to steadily increase internal
carbon charge to foster low-carbon
decision-making.
Continued to purchase a high
percentage of low-carbon materials
and renewable energy.
Continued participation in trade
associations and periodic assessments
of emerging regulations.
Scope 1, Scope 2 and Scope 3
emissions (tonnes CO
2
e).
Internal carbon charge
(£/tonne CO
2
e).
% of electricity purchased from
renewable sources.
Regulatory requirement to
report Scope 3 emissions
based on direct data from
suppliers in place of revenue-
based estimation could lead to
enhanced costs of calculation.
Strengthened our Scope 3 inventory
across 15 categories.
Continued implementation of our
intelligent carbon-reduction tool,
CarboniCa, across projects.
Developed employee and leadership
climate knowledge and skillsets
(e.g. employees carry out carbon
assessments and design new
low-carbon designs).
Continued to engage with
suppliers through our Supply Chain
Sustainability School (SCSS).
Scope 3 carbon emissions
(tonnes CO
2
e).
% of verified Scope 3 emissions.
Subcontractors (by spend) providing
their own carbon data.
Number of projects using CarboniCa.
Adopting immature products or
services that may result in legal
proceedings against the Group.
Design teams continued to take a
precautionary approach to adopting
new technologies.
Engaged with insurance providers,
legal firms and suppliers to prevent
legacy defects and reduce risk.
Adopted experimental technologies
on a material scale (e.g. Tomorrow
Home).
Number of projects using CarboniCa.
Number of projects achieving
sustainability accreditation
(including BREEAM, LEED or SKA).
% of timber sourced using sustainable
sourcing certification standards such
as FSC and PEFC.
Increased focus on carbon,
particularly operational carbon,
may lead to litigation if space
does not perform as designed.
Continued implementation
of CarboniCa across projects.
Post-occupancy evaluations.
Scope 1 and 2 carbon emissions
(tonnes CO
2
e).
Number of projects using CarboniCa.
Number of projects achieving
sustainability accreditation (including
BREEAM, LEED or SKA).
Increase
Stable
Decrease
67
Strategic report
Climate reporting
continued
TCFD
Transition
2. Regulatory
Timing of risk:
Medium term
Movement of risk:
Status of risk:
High
Description and impacts
2024 initiatives and progress
Metrics monitored
Changes to regulation to
address new efficiency
standards, climate adaptation
or the ban of certain sites
or materials could increase
operational costs and
lengthen project timelines
or increase delays.
Continued to monitor and review
regulatory updates.
Continued to collaborate at the
forefront of new building standards,
developing expertise in net zero
standards and innovative processes
to reduce emissions at all stages
of construction.
Continued to prioritise sustainable
procurement practices.
Implemented improved
decommissioning and recycling
practices.
Number of projects achieving
sustainability accreditation (including
BREEAM, LEED or SKA).
% of hybrid or electric vehicles in fleet.
% of construction waste diverted
from landfill.
% of electricity purchased from
renewable sources.
Internal carbon charge (£/tonne CO
2
e).
New sector-wide standards to
be met for construction projects
may result in losing members
of the supply chain who are not
quick enough to adapt.
Implemented technologies focused
on energy efficiency (i.e. Passivhaus).
Conducted workshops and training
for the supply chain on low-carbon
design and materials.
Preserved our supply chain
management practices to gain
favourable terms and agile
procurement streams.
Scope 3 carbon emissions
(tonnes CO
2
e).
Number of suppliers registered with
the SCSS and the number attending
dedicated training and workshops.
Subcontractors (by spend) providing
their own carbon data.
Timing of opportunity:
Short to medium term
Movement of
opportunity:
Status of opportunity:
High
Supportive government
incentives to develop low-
carbon solutions to meet net
zero targets are implemented
leading to tax incentives and
competitive advantage.
Property Services continued to work
under the Department for Energy
Security and Net Zero’s Social Housing
Fund. At the end of 2024, 451 homes
were retrofitted with energy-efficient
features under the scheme.
Stricter Energy Performance Certificate
requirements.
Number of projects achieving
sustainability accreditation
(including BREEAM, LEED or SKA).
% of revenue from sustainable
projects.
3. Reputational
Timing of risk:
Long term
Movement of risk:
Status of risk:
Low
Description and impacts
2024 initiatives and progress
Metrics monitored
Risk of losing our unique
selling position on climate,
which leads to failure to win
contracts, secure lending
or attract investors.
Published our Transition Plan and
improved the transparency of our
reporting against our ambitious
net zero targets.
Executed responsible business
strategy and continued to pursue
carbon reductions and innovative
climate initiatives.
Maintained strong scores among
ESG rating agencies.
Continued implementation of
CarboniCa across projects.
% reduction of Scope 1 and 2
emissions since 2019 baseline.
% reduction in Scope 3 emissions
since 2020 baseline.
Number of projects achieving
sustainability accreditation (including
BREEAM, CEEQUAL, LEED or SKA).
Number of projects using CarboniCa.
MSCI and CDP scores.
Award wins.
68
Morgan Sindall Group plc
Annual Report 2024
Climate reporting
continued
TCFD
Transition
4. Technological
Timing of risk:
Medium term
Movement of risk:
Status of risk:
Low
Description and impacts
2024 initiatives and progress
Metrics monitored
Increased costs or scarcity of
latest low-carbon technologies
to contribute to our
decarbonisation efforts lead to
slowdown in decarbonisation
progress and increased
operational costs.
Increased our internal carbon charge
from £70 to £90 per tonne CO
2
e to
bolster our carbon fund.
Significantly increased number
of hybrid and electric vehicles in
Group fleet.
Launched our Transition Plan to better
anticipate and prepare for emerging
trends and changes.
Continued to source a high percentage
of renewable energy and transition
our vehicle fleet to more sustainable
solutions.
Internal carbon charge
(£/tonne CO
2
e).
% of hybrid or electric vehicles in fleet.
% of electricity purchased from
renewable sources.
5.
Market and resource efficiency
Timing of risk:
Medium term
Movement of risk:
Status of risk:
High
Description and impacts
2024 initiatives and progress
Metrics monitored
Demand for low-carbon
materials (e.g. timber,
innovative steel, insulation,
air source heat pumps) results
in supply chain bottlenecks
or increased costs.
Continued to strengthen relationships
with the Morgan Sindall Supply Chain
Family to gain favourable terms.
Factored delays into the decision-
making process.
Secured fixed rates and prices
for projects.
Number of projects achieving
sustainable accreditation (including
BREEAM, LEED or SKA).
% of timber sourced using sustainable
sourcing certification standards such
as FSC and PEFC.
Timing of risk:
Long term
Movement of risk:
Status of risk:
Medium
Market favouring improving
existing structures over
new builds.
Increased revenue across both
Construction and Fit Out in 2024.
Continued to work with Construction
division to reduce climate impact and
provide client solutions.
Cultivated fit out, retrofit and
regeneration segments of business.
Revenue from Fit Out and
Construction.
Number of projects achieving
sustainable accreditation (including
BREEAM, LEED or SKA).
Number of projects using CarboniCa.
Timing of opportunity:
Short to medium term
Movement of
opportunity:
Status of opportunity:
High
Greater demand and
requirements for low-carbon
builds or requirement that
new construction be net zero,
including use of recycled
materials and retrofit demand
to adapt to warmer climate.
Property Services continued to work
under the Department for Energy
Security and Net Zero’s Social Housing
Fund. At the end of 2024, 451 homes
were retrofitted with energy-efficient
features under the scheme.
Continued to support our clients to
decarbonise and provide solutions.
Number of projects achieving
sustainability accreditation (including
BREEAM, LEED or SKA).
Number of homes retrofitted under
government-funded environmental
or social initiatives.
% of revenue from sustainable projects.
Demand for climate-adaptable
or resilient assets or for building
assets to withstand the physical
impacts of climate change (e.g.
highway improvements, water
capacity and rail extensions).
Increased revenue and bidding
prospects for Infrastructure.
Changes to design process to
incorporate greenscaping and
natural vegetation.
Revenue from infrastructure,
construction and design, and repair and
maintenance services for wastewater.
Revenue from engineering and
construction services for railway
infrastructure.
Number of biodiversity net gain projects.
Using low-emission energy
such as renewable energy
or alternative fuels reduces
energy costs and improves
energy security.
Conducted internal decarbonisation
site audits in 2024, resulting in the
deployment of new energy-monitoring
systems, renewable energy tariffs, more
efficient machinery and increased use of
alternative fuels such as hydrotreated
vegetable oil over white diesel.
% of hybrid or electric vehicles in fleet.
% of electricity purchased from
renewable sources.
Increase
Stable
Decrease
69
Strategic report
Climate reporting
continued
TCFD
Physical
6.
Chronic and acute
Timing of risk:
Medium to long term
Movement of risk:
Status of risk:
Medium
Description and impacts
2024 initiatives and progress
Metrics monitored
Vulnerabilities due to increasing
extreme weather events,
specifically heatwaves and
prolonged wet seasons leading
to project delays, increased
risk of re-work, supply chain
disruption and increased costs
or sales prices.
Engaged a third party to conduct a
physical risk assessment on a sample
of active projects modelled to various
scenarios – including an illustrative
financial analysis (see below).
Negotiated contracts continued to
consider extreme weather to protect
the Group and assets.
Number of projects achieving
sustainable accreditation (including
BREEAM, LEED or SKA).
Number of homes retrofitted under
government-funded environmental
or social initiatives.
Number of biodiversity net gain
projects.
Increase in unviable land such
as green belts and flood plains,
reducing availability of building
plots, as well as saturated
ground causing site run-off and
pollution events, limited access
to sites, delays or damage to
materials.
Engaged a third party to conduct a
physical risk assessment on a sample
of active projects modelled to various
scenarios – including an illustrative
financial analysis (see below).
Continued to conduct due diligence
process to evaluate likelihood of risks
and implement mitigating actions.
Number of projects achieving
sustainable accreditation (including
BREEAM, LEED or SKA).
Number of homes retrofitted under
government-funded environmental
or social initiatives.
Number of biodiversity net gain
projects.
Physical risk assessment:
In 2024, a sample of our project locations were assessed using the Sust Global physical risk platform. The platform considers
the long-term (2050) view of future climate risk, looking at the most extreme risks arising from flood, sea level rise, cyclone, heatwave, wildfire and
water stress in a range of scenarios (RCP8.5/SSP5; RCP4.5/SSP2; RCP2.6/SSP1). The Sust Global platform uses General Circulation Models from the
latest international modelling efforts, the ‘Coupled Model Intercomparison Project 6’ and high-resolution historical observations from satellites and
sensors to provide detailed physical risk information. The findings from this assessment indicated that the Group assets sampled are at low risk of
significant climate stress to 2050, other than heatwave, which is a medium risk across the asset sample. Initial financial implications for the Group
were also considered, including the ‘value of risk’ arising through high-impact climate events. The outputs of this process were not considered to be
material for our business; however, we will continue to monitor our physical asset risks over time as climate data and modelling improve.
70
Morgan Sindall Group plc
Annual Report 2024
Climate reporting
continued
TCFD
Risk management
Climate change risk is managed through our wider risk
management process and integrated into our Group risk
management framework, as detailed on pages 52 to 62 and
shown in the below diagram. Following a top-down, bottom-up
approach, the risks and responsibilities for climate change are
identified and assessed at Group and divisional levels, across
all activities, geographical regions and business areas. Our
identification and assessment process continues to evolve
through internal workshops, engagement with stakeholders
and our climate governance approach (see pages 44 and 46).
As with our wider risk management approach, climate-related
risks and responsibilities are determined by likelihood and
severity at a divisional level. Emerging risks are reviewed
regularly alongside horizon scanning to consider changes
in regulation, legislation and policy. Climate risk assessments
are reviewed and approved via our schedule of delegated
authorities, which assigns approval of material decisions to
appropriate levels of seniority.
Integration of climate risk within our wider risk management framework
Group risk
The Board determines the Group’s risk appetite, including
climate risk, and ensures that the risk is managed
appropriately via our risk management framework.
The Group risk committee meets twice annually to review
risks, including climate risks.
The Group head of audit and assurance retains
responsibility for the risk management system.
Divisional risk
Each division is certified to the ISO 14001 Environmental
Management System.
Climate-related risk and opportunity identification takes
place twice annually through risk register updates.
Divisions conduct site- and asset-level risk assessments
and reviews throughout the year, including upstream
and downstream reviews.
Operational risk
Each project includes a risk assessment,
which factors in potential climate-related risks
and opportunities.
Our CarboniCa tool continues to help clients
calculate and reduce project emissions.
Project costs and budgets are set at the tendering
stage including environmental requirements.
Climate-related risks and responsibilities relating to projects
are identified and assessed as part of our operational process,
beginning at the bidding stage when considering viability.
Once a project starts, we carry out further due diligence to
identify additional ways of reducing carbon. The early stages
of a project are critical for making carbon-reduction decisions,
which is why our CarboniCa tool is being applied in the
design phase of projects to offer lower-carbon alternatives
for our teams, clients, designers and supply chain partners
(see page 46).
71
Strategic report
Climate reporting
continued
TCFD
Metrics and targets
In 2023 we resubmitted our carbon targets to the SBTi to align
with a more ambitious 1.5ºC scenario. Our newly approved
net zero science-based targets commit us to reducing our
Scope 1 and 2 emissions by 60% by 2030 and 90% by 2045,
in addition to reducing our Scope 3 emissions, which account
for c.99% of our carbon footprint, by 42% by 2030 and 90% by
2045. These steep reductions across all our relevant carbon
emissions, along with residual offsetting, will enable us to
reach a net zero position as defined by the SBTi by 2045.
See page 197 for more details.
Our metrics and targets help us to manage the climate-related
risks and opportunities outlined on pages 67 to 70. The table
below includes some of the key metrics that we monitor
annually and we are working to ensure we can update our
quantified metrics (reported in last year’s annual report)
on a regular basis.
Our GHG reporting has been independently assured
since 2010 and aligns with the GHG Protocol methodology.
For more information on this and our GHG reporting, see our
SECR section on page 73. We also report a full breakdown
of our environmental metrics and associated data in our
responsible business data sheet, which we publish each year
alongside our annual report on our website. Details of our
KPIs and performance progress can also be found on
pages 44 to 47.
As our Transition Plan (also published on our website)
continues to evolve and we work to align with ISSB S2 and
the UK Sustainable Reporting Standards, we will review
the operational and financial metrics that we disclose in
the future.
Climate-related
risks and
opportunities
Key external metrics
2024
2023
2022
2021
1. Legal
2. Regulatory
Scope 1, 2 and 3 carbon emissions (tonnes CO
2
e)
1,325,708
1,244,754
1,311,868
1,321,174
Internal carbon charge (£/tonne CO
2
e)
£90
£70
£50
£35
Suppliers (by spend) providing their own carbon
emissions data
£446m
£224m
1
£649m
£589m
3. Reputational
% reduction against Scope 1 and 2 science-based
targets
44%
45%
45%
35%
Number of projects achieving BREEAM, LEED and
SKA ratings
160
161
108
99
4. Technological
5. Market and
resource
efficiency
% of hybrid or electric vehicles in Group fleet
72%
64%
53%
42%
Number of new projects using CarboniCa
218
280
142
41
% of electricity purchased from renewable sources
56%
70%
65%
72%
% of waste diverted from landfill
97%
94%
96%
97%
1
For 2023 onwards, we are reporting the data from Supply Chain Sustainability School members only.
72
Morgan Sindall Group plc
Annual Report 2024
Climate reporting
continued
Our science-based targets are approved by the
SBTi to align to a 1.5ºC trajectory and target net
zero by reducing our Scope 1, 2 and 3 emissions
by 90% for 2045.
GHG reporting methodology
The data reported in the table on page 74 corresponds
with our financial year (1 January to 31 December 2024) and
includes all areas for which we have operational control in
the UK and Europe. The materiality threshold has been set at
5% with all operations estimated to contribute more than 1%
of the total emissions included. No material emissions have
been omitted.
Our SECR report has been prepared in accordance with the
requirements of Toitū’s accredited organisational GHG
programme: Toitū ‘carbonreduce’. This programme is based
on and fully incorporates the Greenhouse Gas Protocol’s
Corporate Accounting and Reporting Standard (2015)
and ISO 14064–1:2018 Specification with Guidance at the
Organization Level for Quantification and Reporting of
Greenhouse Gas Emissions and Removals. Where relevant,
the inventory is aligned with industry or sector best practice
for emissions measurement and reporting.
The allowance built into the ‘carbonreduce’ accreditation also
permits +/–5% variance in the gross emissions total in case
a miscalculation is discovered following a carbon audit.
However, to build confidence in the data we report, for the
last 10 years we have used a third-party global assurance
provider to verify our Scope 1 and 2 emissions annually.
We report our carbon emissions using a location-based
methodology as this aligns to our science-based targets;
however, this means the progress shown against our
emissions reduction targets does not take into account the
percentage of electricity which we source from renewables
and instead relies on the UK’s grid decarbonisation. In 2024,
over half of our electricity was from renewable sources.
A breakdown of this data and our market-based emissions
can be found in our responsible business data sheet on
our website.
This year, we have chosen to report our Scope 3 emissions
data across all relevant categories for the first time. As our
Scope 3 emissions account for c.99% of our total carbon
footprint, we believe this is an important step in providing
stakeholders with additional clarity on the emissions
generated across our entire value chain, improving the
transparency of our reporting and showing progress against
our net zero targets. Our performance progress against our
carbon commitments can be found on page 44 and as part
of our non-financial KPIs on page 15.
The complexity of our value chain has meant that the majority
of our Scope 3 emissions calculations are based on estimates,
for example using annual procurement spend on materials
and applying estimated emission factors. However, our use of
CarboniCa has resulted in improvements in our methodology
and data, which has enabled us to generate more robust
estimates and quality data in this complex area.
In 2024, we updated our Scope 3 emissions data across
all 15 categories using divisional data to rebaseline across
categories where new criteria and assumptions were
applicable. The Scope 3 emissions baseline for 2020 was
subsequently updated. See our Appendix on page 198 for
more details. Our third-party assurance provider has also
validated the methodology used for calculating our Scope 3
carbon emissions, in addition to verifying the data provided
by our Construction and Fit Out divisions.
Taking action
As part of our compliance with the Energy Savings
Opportunity Scheme (ESOS), in 2024 we submitted our action
plan for ESOS Phase 3 covering the period December 2023 to
December 2027. This action plan commits us to implement
measures such as installing on-site and office solar
photovoltaic and building management systems, trialling
energy-monitoring solutions, designing out concrete from
foundations, introducing hybrid battery units and replacing
our company vehicle fleet with hybrid or electric alternatives.
These actions further support our plan to decarbonise and the
steps that we have taken and intend to take, as outlined in our
Transition Plan on our website.
In addition to ESOS, all divisions conducted internal
decarbonisation site audits in 2024. These assessments will
help to accelerate progress towards our net zero ambitions
via targeted initiatives, including switching to renewable
energy tariffs, providing energy-efficient travel options and
eco-cabins, introducing more efficient machinery and
increasing our use of alternative fuels such as hydrotreated
vegetable oil over white diesel. Our focus on energy efficiency
is evidenced through our improved energy intensity, which has
declined by 50% since 2019 (see page 74). More detail on our
actions throughout the year can be found on pages 44 to 47.
Streamlined Energy and
Carbon Reporting (SECR)
73
Strategic report
Climate reporting
continued
SECR
GHG emissions (tonnes CO
2
e)
1
2024
2023
Baseline
2
Scope 1 emissions – Direct emissions
8,056
8,739
3
18,124
Scope 2 emissions – Indirect emissions
3,628
2,691
2,779
Scope 1 and 2 emissions – Total
11,684
11,430
3
20,903
Scope 3 emissions – Other indirect emissions
4
1,314,055
1,233,324
1,300,271
Scope 1, 2 and 3 emissions – Total
1,325,739
1,244,754
1,321,174
Carbon intensity – Scope 1 and 2 per £ revenue
2.6
2.8
6.8
Carbon intensity – Scope 1, 2 and 3 per £ revenue
291.6
302.3
430.2
Revenue
£4,546.2m
£4,117.7m
£3,071.3m
1
Includes GHG emissions associated with our UK and European operations. See Appendix on pages 197 and 198 for Scope 1, 2 and 3 emission definitions
and our responsible business data sheet on our website for a full breakdown of our environmental data.
2
Baseline year for Scope 1 and 2 is 2019 and baseline year for Scope 3 is 2020. Our Scope 3 baseline was recalculated in 2024 to apply new methodologies
and assumptions. See Appendix on page 197 and 198 for more information.
3
Restated for 2024 following expanded scope of reporting and/or improved data collection.
4
Reporting Scope 3 emissions across all relevant categories for the first time to align with our net zero targets. We previously only reported ‘operational’
Scope 3, which referred to categories 3, 5 and 6.
2024
2023
2019
Energy use (MWh)
1
UK
Global
UK
Global
Global
Energy use
86,944
87,602
86,862
86,990
118,004
Energy intensity – energy use per £ revenue
19.1
19.2
21.0
21.1
38
1
Includes energy use from electricity, heat, steam and cooling and fuel consumption from boilers, furnaces, generators and transportation (including
company cars and private vehicle mileage). ‘Global’ includes both our UK and European operations.
74
Morgan Sindall Group plc
Annual Report 2024
Section 172 statement
The Board and Group management team’s
objective is to promote the Group’s success for
the benefit of all stakeholders, in line with the
directors’ duties set out in section 172 of the
Companies Act 2006.
Making informed decisions
How our directors perform their duties
The Board sets the Group’s purpose, values and
strategy and ensures they are aligned with our culture.
See page 92
The Board reviews the Group’s strategy and conducts
strategy reviews with each division, to ensure the
long-term sustainable success of the business with
good outcomes for all our stakeholders.
See page 90
The Board sets the Group’s risk appetite, assesses
the principal risks that could impact on our strategy,
performance and stakeholders, and reviews the
mitigations we have in place.
See page 91
The Board engages directly or indirectly with our
stakeholders, monitors the impact of our activities
on them, and takes their interests and priorities into
account when making decisions.
See pages 89 to 91
The Board and responsible business committee
monitor our performance against our five Total
Commitments to our stakeholders and wider society.
See page 84 and pages 108 to 110
Directors and senior managers undertake training
on directors’ duties and other relevant topics.
See page 94
Section 172 matters
The likely consequences of any decision
in the long term
Purpose and strategy
10
Business model
8–9
Capital allocation
20–21
Pipeline of work
19
Divisional markets
7, 16
The interests of the Company’s employees
Employee engagement
11
Protecting people
40–41
Developing people
42–43
Employee policies
76–77
The work of the responsible business committee
108–110
Rewarding employees fairly
113, 116
The need to foster the Company’s business
relationships with suppliers, customers
and others
Supply chain engagement
11–12
Working together with our supply chain
48–49
Human rights and modern slavery
41, 77
Client and partner engagement
12
Funder engagement
13
The impact of the Company’s operations on
the community and the environment
Community engagement
12
Enhancing communities
50–51
Improving the environment
44–47
Environmental policies
76
The work of the responsible business committee
108–110
The Company’s reputation for high
standards of business conduct
Non-financial and sustainability information statement
77
Culture and values
10, 92
Code of Conduct
41, 76–77, 92
Raising concerns
41
Board’s oversight of workforce policies and practices
81
Internal financial controls
105–106
The need to act fairly between members
of the Company
Shareholder engagement
13, 89
Annual general meeting (AGM)
84, 131
Rights attached to shares
132
Voting rights
132
75
Strategic report
Non-financial and sustainability information statement
We aim to comply with the non-financial and sustainability reporting regulations contained in sections 414CA and 414CB of the
Companies Act 2006. Our divisions communicate Group and divisional policies to their employees and supply chains. Our due
diligence with regard to ‘environmental matters’, ‘employees’ and ‘social matters’ is driven by our Total Commitments, which are
a strategic priority for the Group (see page 10).
Policies
Due diligence, impacts and principal risks
Environmental
matters
For our climate-related financial disclosures
(see pages 63 to 72).
Code of Conduct and Supplier Code of
Conduct, published on our website: commit
to caring for the environment.
Sustainable procurement policy: commits
to being socially and environmentally
conscientious in our procurement.
Supplemental timber policy: requires
procurement from sustainable sources.
Sustainable water policy: commits to
building to the highest standards as those
detailed in the RIBA Climate Challenge
2030; retrofitting water-efficient kit;
avoiding procuring materials or equipment
that require intensive water use in their
manufacture, installation or use; procuring
water-efficient products; incorporating SuDS
(sustainable drainage systems); and advising
on saving water.
Due diligence, pages 44 to 47.
Impacts, pages 44 to 47 and page 74.
Principal risks, page 61.
Employees
Code of Conduct: commits to conducting
business in an open and ethical way
in line with our Core Values and Total
Commitments.
Group health, safety and wellbeing
management policy framework:
incorporates the Group occupational
health and safety policy, which commits
to providing a safe and healthy working
environment for our employees and others
involved in or affected by our works.
Divisional occupational health and safety
policies: cover all employees and extend
to our subcontractors and suppliers working
on our projects.
Due diligence, pages 11, 40 to 43, 55 to 56, 81, 89,
92, 109, 113, 116, 133.
Impacts, pages 11, 40 to 43.
Principal risks, pages 55 and 56.
Social matters
We are committed to providing a better
built environment for all, and our services
include urban regeneration, social housing
and critical infrastructure. A large proportion
of our work is for the public sector and
therefore falls under the Public Services
(Social Value) Act 2012.
Sustainable procurement policy: commits
to being socially and environmentally
conscientious in our procurement.
Due diligence, pages 12, 50 and 51.
Impacts, pages 12, 50 and 51.
While social matters are not regarded as a
principal risk, each division carries out regular
risk assessments to identify any areas of its
business and markets that may be susceptible
to risk, and embeds appropriate procedures
in its day-to-day operations.
76
Morgan Sindall Group plc
Annual Report 2024
Non-financial and sustainability information statement
continued
Policies
Due diligence, impacts and principal risks
Human rights
Human rights policy (see page 41).
Code of Conduct and Supplier Code of
Conduct (see page 41).
Modern slavery policy (see page 41).
Modern slavery statement, published on
our website.
Whistleblowing policy and procedure
(see page 41).
Due diligence, pages 41 and 92.
Impacts, pages 12 and 41. See also our modern
slavery statement on our website.
Human rights breaches are not considered a
principal risk; however, information on how we
manage this risk can be found in our modern
slavery statement.
Anti-corruption
and anti-bribery
Code of Conduct and Supplier Code of
Conduct: state that we will not tolerate any
form of bribery or corruption.
Bribery Act guidance note: provides
guidance on the Bribery Act 2010 and how
it is relevant to the Group.
Group-wide dealing policy: clarifies to all
employees regulations relating to the misuse
of inside information.
Dealing code: states directors’ and
others’ obligations to comply with market
abuse regulation.
Competition law compliance policy: clarifies
requirements under the Competition Act
1998 and Enterprise Act 2002. Each division
provides its employees with guidelines
tailored to the division’s activities.
Due diligence, pages 105 and 106.
Impacts: there was no evidence of any systemic
bribery or corrupt activity in 2024.
We do not regard corruption and bribery as a
principal risk to the Group.
Copies of our policies are available on our website or can be obtained from the Group’s company secretary on request.
Our business model is set out on pages 8 and 9 and our non-financial KPIs on page 15.
Non-financial data collection
We have been reviewing the means and methodologies used to collect and report our non-financial data across our five Total
Commitments (see page 38). Using data visualisation software, we have developed an online platform through which all divisions’
metrics are collated, verified and regularly monitored. This way we can ensure the reliability, accountability and transparency of
our data.
The sources of our non-financial KPI data, as reported on page 15, are listed below:
Lost time incident rate: calculated in accordance with industry standards and reviewed monthly by divisional teams, the Group
management team and the Board.
Training days: recorded directly from each division’s automated HR system and verified by appointed employees.
Carbon emissions: all data is independently verified (see pages 73 and 74). See pages 45 and 73 for how we are addressing the
collection of wider Scope 3 emissions data.
Payment of supply chain: we report our payment to suppliers in accordance with the Prompt Payment Code, and the data is
checked by our Group finance team.
See page 50 for how we measure social value on our projects in accordance with industry methodologies.
77
Strategic report
Going concern and viability statement
Going concern
The Group’s business activities, together with the factors likely
to affect our future development, performance and position,
are set out in this strategic report.
As at 31 December 2024, the Group had net cash of £492.4m
and committed banking facilities of £180m, of which £165m
matures in October 2027 and £15m matures in June 2027. The
directors have reviewed the Group’s forecasts and projections,
which show that we will have a sufficient level of headroom
within facility limits and covenants over the period of
assessment which the directors have defined as the date
of approval of the 31 December 2024 financial statements
through to 28 February 2026. After making enquiries,
including the review of sensitivities for plausible downside
scenarios to the forecasts, the directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for the
foreseeable future. Thus, they continue to prepare the annual
financial statements on the going concern basis. See page 152
for the going concern basis of preparation in the consolidated
financial statements.
Viability
As required by provision 31 of the UK Corporate Governance
Code, the directors have assessed the prospects and financial
viability of the Group and have concluded that they have a
reasonable expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due over the
period of the assessment.
This assessment took account of the Group’s current position
and the potential financial and reputational impact of the
principal risks (as set out on pages 54 to 61) on the Group’s
ability to deliver the Group’s business plan. This assessment
describes and tests the significant solvency and liquidity risks
involved in delivering the strategic objectives within our
business model.
The assessment has been made using a period of three years
commencing on 1 January 2025, which is in line with the
Group’s budgeting cycle. This gives good visibility of future
work as the majority of the Group’s workload falls within three
years and enables more specific forecasting as the Group’s
contracts follow a life cycle of three years or less. There is
inherently less visibility over the expected workload beyond
three years, and increased uncertainty around the forecasted
costs to deliver.
Consequently, it is deemed most appropriate to perform the
Group’s medium-term planning over a three-year period.
The directors have compiled cash flow projections
incorporating each division’s detailed business plans with
an overlay of Group-level contingency. At Group level, the
base case financial projections assume modest revenue
growth and improvements in both profit margin and return
on capital employed in line with the Group’s strategy and
medium-term targets.
As per the business model, operating cash flows are assumed
to broadly follow forecast profitability in the Group’s
construction activities, but are more independently variable
in partnerships, driven by the timing of construction spend
and programmed completions on schemes.
The base case business plan includes the Group maintaining
positive daily average net cash for the entirety of the period
reviewed, with no drawings under its loan facilities. The Group
has £180m of committed revolving credit facilities, undrawn
at 31 December 2024, of which £15m is committed until
June 2027 and £165m is committed until October 2027 with
the option for extension to 2028. For the purposes of testing
viability, it is assumed that equivalent facilities are available
past these maturities.
The impact of a number of plausible downside scenarios on
the Group’s funding headroom (including financial covenants
within committed bank facilities) has been modelled with
consideration of the Group’s principal risks that could have
a direct impact on operational cash flows. For each of the
scenarios, including the severe downside case, headroom
within facility limits and covenants are maintained.
The table on page 79 gives an overview of the scenarios
modelled and the mapping to the relevant Group’s
principal risks.
There are no individual scenarios that are considered to
materially impact the Group’s viability, and our assessment
included modelling the financial impact on the business plan
of a severe downside scenario where the impact of a
reasonably plausible combination of the divisional risks were
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.
In addition, the Board has considered a range of potential
mitigating actions that may be available if this worst-case
collection of scenarios arises. These primarily include a
reduction in investment in working capital and a reduction
in the dividend.
As part of the sensitivity analysis, the directors also modelled
a scenario that stress-tests the Group’s forecasts and projects,
to determine the scenario under which the headroom would
exceed the committed bank facilities. The model showed that
the Group’s operating profit would need to deteriorate
substantially for the headroom to exceed the committed
facilities. The directors consider there is no plausible scenario
where cash inflows would deteriorate this significantly.
Based on the results of its review and analysis, the Board has a
reasonable expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due over the
three-year period of its assessment until 31 December 2027.
Assessing the Group’s prospects beyond the review period,
the directors consider that demand will remain strong across
all divisions. The Group has maintained a well-capitalised
balance sheet, has a strong order book and operates a
resilient business model.
78
Morgan Sindall Group plc
Annual Report 2024
Going concern and viability statement
continued
Scenario
Principal risk mapping
Reduced revenue and margins in the construction businesses
The cash performance of the construction businesses is correlated to the levels
of revenue and margin achieved by each division.
We have modelled a scenario of reduced revenue that could be caused by changes
in the UK economic conditions or the insolvency of a key client/partner. In addition
to this we have modelled reduced profit margins which may result from increased
inflation, inefficiencies that could be a result of poor project selection, poor project
delivery, resourcing issues, health and safety issues, and the impact of disruption
that could be caused by cyber activity or climate change.
Economic change and uncertainty
Partner insolvency or adverse
behavioural change
Poor contract selectivity
Poor project delivery
Health and safety incident
Talent retention and attraction
Cyber activity
Climate change
Working capital deterioration in the construction businesses
We have modelled a scenario including a deterioration of working capital in the
construction businesses that could be caused by delays in receiving payments from
customers and also having to pay suppliers earlier.
Mismanagement of working
capital and investments
Partner insolvency or adverse
behavioural change
Reduction in open market sales values and sales pace in Partnership Housing
We have modelled a scenario where there is a reduction in the open market
housing sales values and a slowdown in the sales pace caused by changes and
uncertainty in the UK economic conditions, exposure to the UK residential market
or poor project delivery.
Economic change and uncertainty
Exposure to UK residential market
Poor project delivery
Project delays or viability concerns, and cost increases in Mixed Use Partnerships
We have modelled a scenario where there were project delays or cancellations in
respect of Mixed Use Partnerships and also reduced margins.
This scenario could be the result of changes and uncertainty in the UK economic
conditions, including changes in the UK residential market, and also inefficiencies that
could be a result of poor project delivery, resourcing issues, health and safety issues,
or the impact of disruption that could be caused by cyber activity or climate change.
Economic change and uncertainty
Exposure to UK residential market
Partner insolvency or adverse
behavioural change
Poor project delivery
Health and safety incident
Talent retention and attraction
Cyber activity/failure to invest in IT
Climate change
Higher developers’ pledge expenses
We have modelled a scenario where we incur higher than expected expenses in
respect to our obligations under the building safety developers’ pledge, but these
costs are not fully recovered through contractual remedies.
Poor project delivery (including
changes to contracts and contract
disputes)
Health and safety incident
Mismanagement of working
capital and investments
Severe downside case
We have modelled a scenario where all of the scenarios above combined at the
same time to represent a severe downside scenario.
All of the above
This strategic report was approved by the
Board and signed on its behalf by:
John Morgan
Chief Executive
25 February 2025
79
Strategic report
In this section
81
The UK Corporate Governance Code
83
Chair’s statement
85
Board overview
86
Board of directors
88
Directors’ and corporate governance report
93
– Nomination committee report
100
– Audit committee report
108
– Responsible business committee report
111
Directors’ remuneration report
131
Other statutory information
Governance
80
Morgan Sindall Group plc
Annual Report 2024
Board leadership and Company purpose
Board effectiveness
The Board provides effective leadership by setting a strategy to deliver our purpose, overseeing our
performance against strategy, and ensuring our targets remain aligned with generating positive outcomes for
all our stakeholders.
See the key activities and decisions of the Board on pages 89 to 91
Purpose, values, strategy
and monitoring culture
The Board as a whole is responsible for establishing and promoting our purpose, values and strategy and
ensuring they are aligned to our culture. The Board assesses whether the desired culture is being maintained
through various monitoring and review activities throughout the year.
See purpose, values, strategy and culture on page 92
Resources
and controls
The Board reviews the Group’s financial performance at each scheduled meeting and ensures that we have the
necessary resources in place to implement our strategic priorities. The Board has an established framework
of controls in order that risk can be assessed and managed. The audit committee supports the Board in its
oversight of risks and internal controls to enable the Board to set the Group’s risk appetite.
See the audit committee report on page 100
Engagement with
stakeholders
The Board recognises that effective engagement with our stakeholders is critical to the long-term resilience of
the business. It engages directly with employees and shareholders and is kept fully informed via the executive
directors of any material issues or feedback relating to other stakeholders.
See strategic report on page 11 to 13
Oversight of workplace
policies and practices
and workforce
engagement
The Board approves the Code of Conduct and all key Group policies to ensure they are consistent with our
Core Values and support long-term sustainable success. The internal audit team monitors compliance with
our policies as part of its audit programme and reports any areas of non-compliance to the audit committee.
Employees are also able to raise any matters of concern through our raising concerns/whistleblowing service.
The Board has adopted an alternative method for employee engagement to the Code’s three suggested
options. Given the structure and culture of our business and the size of our Board, all our non-executive
directors share responsibility for employee engagement as this allows them to meet a broad range of
employees each year through a mix of group and one-to-one discussions. The Board considers that this
remains an appropriate way for it to engage most effectively with a large number of people across our
decentralised business through a variety of ways, and allows the non-executives the freedom to meet people
from multiple divisions including without management present.
See strategic report on page 11 and pages 76 and 77
Division of responsibilities
Role of
the chair
The chair is responsible for the overall effectiveness of the Board and for promoting a culture of openness
and debate at meetings that supports well-informed and transparent decision-making through constructive
dialogue. The chair and committee chairs work with the company secretary to ensure that each director
receives accurate, timely and clear information ahead of each meeting to facilitate thorough consideration and
effective contribution by all the non-executives. Our chair, Michael Findlay, was independent on appointment
when assessed against the circumstances set out in Provision 10 of the Code.
Board composition
The Board consists of a majority of independent directors and believes that it is operating effectively with an
appropriate balance of executive and non-executive directors such that no individual or group of individuals
is in a position to dominate its decision-making. The tenure of directors is regularly reviewed to maintain
independence and ensure regular refreshment on the Board. There is a clear division of responsibilities
between the chair, chief executive and senior independent director, as summarised on our website.
See nomination committee report on page 94
As a UK-listed company, our governance structure
is based on the UK Corporate Governance Code.
The UK Corporate Governance Code
The Company has applied all the Principles, and complied with all Provisions, of the 2018 UK Corporate Governance Code (the ‘Code’),
which is available on the Financial Reporting Council’s website at frc.org.uk, save for Provisions 3 and 41. With Provision 3, while
the remuneration committee chair consulted with shareholders on remuneration, the chair of the Board has not sought to hold
separate consultations with shareholders in 2024; the new Board chair will contact shareholders in 2025 to see if there are any
matters they wish to discuss (see page 13 and pages 84 and 89 for more detail on shareholder engagement). With Provision 41,
the remuneration committee did not engage directly with the workforce in 2024 to explain how executive remuneration aligns
with wider company pay policy; see page 113 for how we plan to engage with the wider workforce on executive remuneration
in 2025. In line with the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013, further information on
how the directors have performed their duties under section 172 of the Companies Act 2006 (the ‘Act’) is contained in the strategic
report. We will report against the 2024 Code in our 2025 annual report, and in full on Provision 29 in our 2026 annual report.
In this year’s report, we have disclosed how our desired culture has been embedded (see page 92) and our preparations for
compliance with Provision 29 (see page 107).
81
Governance
The UK Corporate Governance Code
continued
Division of responsibilities
continued
External commitments
and conflicts of interest
When making new appointments, the Board ensures non-executives have sufficient time to meet their
responsibilities to the Board. New directors are asked to disclose any significant commitments they have,
together with an indication of the time involved, to enable the Board to assess whether they will be able to
devote the time necessary to their role. After appointment, prior approval must be sought before additional
appointments are accepted. The Board has a process for managing conflicts of interest and a conflicts of
interest register is maintained by the company secretary and reviewed annually by the Board.
See Board biographies on pages 86 and 87
Company secretary
The Board has access to the advice and services of the company secretary, who is responsible for advising
the Board on all governance matters. There are agreed procedures by which directors can take independent
professional advice, at the expense of the Company, on matters relating to their duties. The appointment and
removal of the company secretary is a matter for the Board as a whole.
Composition, succession and evaluation
Succession planning
and appointments
Succession planning and the process for Board appointments is led by the nomination committee to ensure
orderly succession to both Board and senior management positions.
See nomination committee report on pages 94 to 96
Board composition
and skills
The nomination committee reviews and updates the Board skills matrix to identify the skills and experience
required by future appointments. The skills matrix was reviewed and updated during the year following the
appointments of Sharon Fennessy, Kelly Gangotra and Mark Robson.
See nomination committee report on page 94
Board performance
review
The 2024 Board, committee and individual director performance reviews were carried out internally by the
chair. The senior independent director reviewed the performance of the chair. An external Board performance
review was carried out in 2023 by Longwater Partners in accordance with the Code requirements.
See nomination committee report on pages 98 and 99
Audit, risk and internal control
External audit
and internal audit
The audit committee oversees the Company’s relationship with the external auditor, Ernst & Young LLP, and
annually reviews its independence and effectiveness. The head of audit and assurance reports directly to the
audit committee at each meeting on the activities and findings of the internal audit function.
See audit committee report on pages 100 to 107
Fair, balanced and
understandable
assessment
The audit committee reviews the financial reporting in detail, monitors the integrity of the financial and
narrative statements, and advises the Board on whether the annual report and accounts, taken as a whole,
is fair, balanced and understandable and provides the information necessary for shareholders to assess the
Company’s position and performance, business model and strategy.
See audit committee report on page 103
Risk management
and internal control
framework
The Board is responsible for the Group’s risk management framework. Our risk management process and
system of internal controls align with the FRC’s Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting. The Board reviews and sets our internal statement of risk appetite to
ensure that our risk management is aligned with our long-term strategic objectives. The audit committee
assists the Board in carrying out assessments of the Company’s emerging and principal risks and ensuring
that procedures are in place to identify emerging risks that may have a future impact on the Group. The audit
committee also assists the Board in monitoring the Group’s risk management and internal control framework
and carrying out the annual review of its effectiveness.
See governance report on page 101 and audit committee report on pages 104 to 106
Remuneration
Remuneration objectives
and key responsibilities
The remuneration committee is responsible for determining the remuneration policy and ensuring executive
remuneration is designed to align with the Company’s purpose and drives the right behaviours to support our
strategy and promote long-term sustainable success.
See remuneration committee report on pages 111 to 114
Remuneration policy
Our remuneration policy was approved by shareholders at the 2023 AGM. The remuneration committee sets
the remuneration of the chair and executive directors within the approved policy. No director is involved in
deciding their own remuneration outcome.
See summary of remuneration policy report on pages 117 and 118
2024 remuneration
outcomes
The remuneration committee exercises independent judgement and discretion when authorising
remuneration outcomes, taking into consideration the performance of the Company, individual performance
and wider company pay policy.
See remuneration committee report on pages 113 and 114 and annual report on remuneration on pages 119 to 123
82
Morgan Sindall Group plc
Annual Report 2024
Chair’s statement
The quick read...
The Board has:
closely reviewed the Group’s performance against
our strategic priorities, including our responsible
business strategy
appointed a new non-executive director
announced the appointment of a new chair
participated in an internally facilitated performance
review of the Board and its committees
I am pleased to present the corporate governance report for
the year ended 31 December 2024. This report, together with
the reports of our committees, provides detail on the Board’s
activities during the year and how the Code has been applied.
2024 has been a positive year for the Group with
macroeconomic conditions generally improving, and we have
delivered another strong set of results. We have continued
to focus on our strategic priorities and to maintain a robust
approach to risk management. Subcontractor solvency issues
remain a concern and the Board and divisions will continue
to be vigilant. Property Services’ business remediation
programme has been kept under close review and the division
is progressing towards a return to profit this year.
Our culture and our decentralised philosophy are key to
implementing our strategy and the Board has continued to
ensure that our Core Values and desired behaviours remain
embedded throughout the Group. We remain confident that
our strong balance sheet and significant net cash position will
enable us to continue prioritising investment in our
partnership activities to maximise long-term growth.
On behalf of the Board, I would like to thank all our colleagues
for their hard work and commitment throughout the year,
which is critical to our success and has contributed to these
good results.
Board changes
The Board has seen a number of changes during 2024, and
we have endeavoured to ensure when identifying successors
that we retain a diverse range of individuals with a good mix
of expertise, skills, backgrounds and perspectives.
Steve Crummett’s retirement and Kelly Gangotra’s
appointment were announced in 2023, with the changes
taking effect from May 2024.
In June 2024, the Company announced the retirement of
Clare Sheridan, who had served in her role as company
secretary since May 2014. Helen Mason, who had been our
general counsel since 2014, was appointed by the Board as
general counsel and company secretary.
Kathy Quashie stepped down from the Board on 31 July 2024,
having served three years as a non-executive director, to focus
on her new external executive role. Malcolm Cooper also
stepped down from the Board on 31 August 2024, having
served for almost nine years as a non-executive director and
as chair of the audit and responsible business committees.
Sharon Fennessy, who was appointed to the Board on
1 January 2024, became chair of the audit committee with
effect from our AGM in 2024, allowing for a period of
transition and handover of this key role from Malcolm.
I would like to thank Steve, Clare, Kathy and Malcolm for the
valuable role each one of them has played in the Group’s success.
As part of our long-term succession planning, we appointed
Lygon Group executive search agency to help find a new
non-executive director to replace Malcolm as chair of the
responsible business committee. We also appointed Korn
Ferry to help search for a replacement chair, as I will be
retiring from the Board later this year, as it is my last year
of tenure since my appointment in October 2016.
On 1 September 2024, Mark Robson joined the Board as
non-executive director, chair of the responsible business
committee and member of the nomination and remuneration
committees. Mark has strong strategic commercial and
financial experience as well as an understanding of the
importance of ESG, including health and safety, which will
add valuable insight to our discussions.
We have continued to focus
on our strategic priorities
and a robust approach to
risk management.
Michael Findlay
Chair
83
Governance
Chair’s statement
continued
As announced on 15 January 2025, Peter Harrison will be
appointed as a non-executive director on 6 May 2025 and
will take over as chair on my retirement from the Board on
28 July 2025. On behalf of the Board, I would like to say how
delighted I am that Peter has agreed to be the next chair.
He has a wealth of experience in and understanding of capital
markets and driving growth, together with an understanding
of governance best practice and the requirements of
institutional investors. Peter’s contribution will assist the
Group in pursuing our strategy, maximising the value of the
business, and delivering long-term, sustainable value for all
our stakeholders. I look forward to working with him to
ensure a smooth transition following his appointment.
As at the date of this report, we comply with the Listing Rules
requirements: 42% of our Board are women (also meeting the
FTSE Women Leaders target); one of our senior Board roles
is held by a woman (CFO); and we have one director on the
Board from a minority ethnic background (also meeting the
Parker Review target).
Our approach to ESG
Our responsible business strategy, delivered through our
Total Commitments, remains key to ensuring we maintain
our leadership position and competitive advantage. In 2024,
we published our Transition Plan for achieving net zero,
and we have continued to engage with and monitor our
performance against the ESG rating agencies most used by
our top institutional investors. We have retained our A score
for CDP Climate, and have achieved an AAA ESG rating from
MSCI for the fourth year running. A materiality survey will be
carried out this year to ensure that we continue to focus on
issues that matter most to our stakeholders. More information
can be found on pages 38 to 51 of the strategic report.
Board performance review
The nomination committee oversaw an internal performance
review of the Board, committees and individual directors.
It was concluded that the Board and each committee have
continued to work well, are prioritising the right issues and are
having appropriate involvement in key decisions. It was agreed
that the Board and committees will continue to focus on the
following key areas: succession planning, culture and diversity,
Property Services’ return to profitability, growth in our two
partnership divisions, and continuing focus on our ESG
journey. Further details on the results and agreed areas
of focus are described on page 99.
Engagement with shareholders
The executive directors regularly meet with shareholders
and their feedback is shared and discussed with the Board.
I have not been contacted by any shareholders directly during
the year to hold separate consultations; however, the new
chair will reach out to shareholders following his appointment
to see if there are any matters they wish to discuss, including
the Group’s overall performance against our strategy.
In October, the chair of the remuneration committee reached
out to our major shareholders and institutions on the
proposals for executive pay in 2025 and no concerns were
raised. Further information on 2025 remuneration is set out
on page 114.
We continue to either invite shareholders to attend our AGM
in person or give them the opportunity to submit questions in
advance of the meeting (see AGM circular for details). Before
our 2024 AGM we received two questions submitted by email,
which we published answers to on our website.
AGM
Our AGM will be held on 1 May 2025 (see page 131 and the
AGM circular for details). Our 2024 internal performance
review of individual directors’ effectiveness took into
consideration the time they need to commit to the Group and,
where relevant, their external roles. As a result of the review,
we are satisfied that every director holding office at the
date of this report and offering themselves for election or
re-election in accordance with the Code continues to make
an effective contribution (see page 99).
Michael Findlay
Chair
25 February 2025
84
Morgan Sindall Group plc
Annual Report 2024
Board overview
A committed leadership team delivering value for our stakeholders
Board attendance
Board
Audit
Responsible
business
Nomination
Remuneration
Total in 2024
8
3
3
5
4
Michael Findlay
1
8
3
2
2
5
4
2
John Morgan
8
1
2
5
2
3
2
Kelly Gangotra
3
6
2
2
2
2
2
2
David Lowden
4
7
3
5
4
Jen Tippin
8
3
1
2
5
4
Sharon Fennessy
8
3
5
Mark Robson
5
2
1
1
2
Steve Crummett
6
3
1
2
2
2
Kathy Quashie
6
4
2
2
Malcolm Cooper
6
5
2
2
2
In 2024, the Board held two additional meetings, primarily to discuss and review the Group’s performance and approve stock market announcements,
and the nomination committee held two additional meetings for succession planning purposes. The Board also allocated time at the end of each
of the six scheduled meetings during the year for the chair and other non-executive directors to meet without the executive directors present.
No material issues were raised at any of these meetings.
1
Michael Findlay attended all Board and nomination committee meetings during the year and was also invited to attend the audit and remuneration
committee meetings. He was unable to attend the responsible business committee meeting in February due to a prior commitment.
2
Attended by invitation.
3
Kelly Gangotra was appointed to the Board on 7 May 2024. She attended a Board call on 1 May by invitation.
4
David Lowden was unable to attend the Board call in October 2024 due to connection issues.
5
Mark Robson was appointed to the Board on 1 September 2024. He was unable to attend the Board and nomination committee calls in October 2024
due to prior commitments that could not be changed at late notice.
6
Steve Crummett, Kathy Quashie and Malcolm Cooper stepped down from the Board on 7 May, 31 July and 31 August 2024 respectively. They each
attended all scheduled Board/committee meetings where they were members prior to their resignation date.
Board diversity as at 31 December 2024
More information on Board and senior leadership diversity can be found on pages 96 and 97.
0–3 years
2
4–7 years
2
8–9 years
1
Female
3
Male
4
White
6
Ethnically diverse
1
Chair
1
Executive
2
Non-executive
4
Chair and
non-executive
director tenure
Gender diversity
Ethnic diversity
Role
The Board’s experience as at 31 December 2024
Industry knowledge/
experience
Strategy
development
Financial
expertise
Responsible
business (ESG)
IT/cyber expertise
Risk
management
Complex supply
chain management
External board
experience
85
Governance
Board of directors
The Board consists of the chair, two executive directors and
four non-executive directors, each bringing a range of skills,
experience, knowledge and background to Board discussions.
Each Board member has considerable experience in strategy
development and implementation, corporate governance and
regulatory requirements, which enables them to discharge
their responsibilities and promote the long-term sustainable
success of the Group.
The non-executive directors are responsible for providing
independent oversight, constructively challenging the
executive directors and monitoring delivery of the Group’s
strategy within the risk and control framework set by
the Board.
As at the date of this report, 67% of our Board (excluding
the chair) are considered by the Board to be independent
according to the criteria set out in the Code. None of the
non-executive directors, including the chair, had any previous
connection with the Company or its executive directors on
appointment. Our chair was considered independent on his
appointment when assessed against the circumstances set
out in Provision 10 of the Code. No cross-directorships exist
between any of the directors.
Brief biographical details and skillsets of the directors in office
at 31 December 2024 and the date of this report are set
out below.
An experienced Board, committed to delivering
value for our stakeholders
Kelly Gangotra
Chief Financial Officer
Appointed: May 2024
John Morgan
Chief Executive
Appointed: October 1994
Michael Findlay
Chair
Appointed: October 2016
Independent:
No
Executive responsibilities:
Kelly leads the Group’s
financial strategy and has overall responsibility for
corporate reporting, finance, insurance, IT, taxation
and treasury. She contributes to the development and
implementation of the strategy and policies approved
by the Board. Kelly leads the Group’s responsible
business strategy and is chair of the risk committee.
Skills and experience:
Kelly was the healthcare sector
chief financial officer at Halma plc between 2022 and
2024. Prior to that, she was CFO for Skanska UK having
previously been finance director from 2012 to 2015
and executive vice president between 2015 and 2022.
Kelly has also held senior finance roles with Alliance
Medical and Biffa Waste Services.
Contribution to long-term success:
The Board
benefits from Kelly’s extensive financial and
commercial leadership experience in the construction
and property sectors and her track record as a CFO
working in a decentralised business. Her expertise
supports the chief executive and the Board in
maintaining the Group’s financial resilience and strong
balance sheet as the business continues to develop
and grow.
Current external roles:
Kelly does not currently hold
any external appointments.
Independent:
No
Executive responsibilities:
John leads the Group,
developing and implementing the strategy and
policies approved by the Board, embedding values
and culture, and driving diversity and inclusion
throughout the business.
Skills and experience:
John co-founded Morgan
Lovell in 1977, which merged with William Sindall plc in
1994 to form Morgan Sindall Group plc. He instituted
and champions the Group’s decentralised business
model that empowers the divisions to challenge the
status quo and keep innovating and winning in their
respective markets.
Contribution to long-term success:
The Board
benefits from John’s in-depth knowledge and
experience of property and construction. His
significant leadership and people management skills
continue to drive forward the Group’s strategy to
ensure quality of earnings and grow the business
organically for the benefit of all our stakeholders.
John is responsible for ensuring that career
opportunities within the Group are accessible to
people from a variety of backgrounds so that we can
recruit the best people from a wide pool of talent.
Current external roles:
John does not currently hold
any external appointments.
Independent on appointment:
Yes
Skills and experience:
Michael has spent his career
in investment banking and advised the boards of
many leading UK public companies on a wide range
of strategic, finance and governance matters. He was
previously co-head of investment banking for UK and
Ireland at Bank of America and senior independent
director at UK Mail Group PLC.
Contribution to long-term success:
The Board
benefits from Michael’s extensive experience in
business and corporate finance together with
his expertise in property, risk management and
communications. His contribution assists the Group
in pursuing its strategy, maximising the value of the
business, and delivering long-term, sustainable value
for all our stakeholders. Michael’s leadership of the
Board encourages a collaborative approach and open
debate by all Board members.
Current external roles:
Michael is non-executive
chair of London Stock Exchange plc, non-executive
director and audit and risk committee chair of
International Distribution Services plc, member of
the FCA’s (Financial Conduct Authority’s) markets
practitioner panel, and non-executive director of
Jarrold & Sons Limited. He was appointed as a non-
executive director and chair-designate of Hays plc on
20 January 2025 and will become chair on 1 May 2025.
Audit committee
Nomination committee
Remuneration committee
Board committees
Responsible business committee
Committee chair
86
Morgan Sindall Group plc
Annual Report 2024
Board of directors
continued
Independent:
Yes
Skills and experience:
David is a highly experienced
non-executive director and chair of UK-listed
companies in several sectors. He has experience in
both financial and general management through
his prior executive roles of finance director and
chief executive at Taylor Nelson Sofres plc, where
he supported growth and profitability through
the efficient design of business operations and
appropriate use of systems and processes. David’s
public board experience includes prior roles as chair
of Page Group plc, chair of Huntsworth plc, chair of
the audit and risk committee at William Hill plc, and
chair of the audit committee at Cable & Wireless
Worldwide plc.
Contribution to long-term success:
David’s strong
strategic understanding and financial, marketing and
commercial skills, gained through his many years’
experience working in international businesses, are
invaluable to the Board as the Group pursues its
strategy for growth.
Current external roles:
David is currently chair of the
board of Diploma plc and chair at Capita plc having
previously been the senior independent director.
Independent:
Yes
Skills and experience:
Sharon is a fellow of the
Institute of Chartered Accountants. She has an
extensive background in corporate finance, treasury
and investor relations. Sharon’s previous experience
includes John Lewis Partnership plc, where she
was non-executive member of the risk and audit
committee, and Diageo plc, where she was most
recently group controller and prior to that head of
investor relations, group treasurer and finance and
strategy director for Western Europe. Before joining
Diageo, Sharon held a number of senior finance
leadership positions at Nortel Networks, in multiple
locations across Europe and the US.
Contribution to long-term success:
The Board
benefits from Sharon’s wide knowledge in finance,
audit and treasury as well as her strong strategic and
commercial experience.
Current external roles:
Sharon is currently
appointed as a non-executive director and member
of the remuneration and audit committees at
Gowan Group Limited.
Sharon Fennessy
Non-executive Director
Appointed: January 2024
David Lowden
Senior Independent Director
Appointed: September 2018
Independent:
Yes
Skills and experience:
Jen has extensive strategic
and commercial experience developed through her
career in financial services and in the engineering and
airline sectors. She has wide experience in business
leadership and transformation, human resources,
efficiency, sourcing, supply chain management and
property, together with a deep understanding of
customer experience. Jen has sat on the boards of
City University, Lloyds Bank Corporate Markets and
Kent Community NHS Foundation Trust.
Contribution to long-term success:
The Board
benefits from Jen’s strengths in consumer-facing
markets, and her insights into IT, people and complex
supply chain management are relevant to the Group’s
strategy to deliver long-term sustainable value to
our stakeholders. Jen was appointed chair of the
remuneration committee on 7 December 2023.
Current external roles:
Jen is the group chief
operating officer for NatWest Group and a member
of the executive committee. She is a non-executive
director of HMRC and member of the boards of the
Financial Services Skills Commission and City HR
Association Limited.
Independent:
Yes
Skills and experience:
Mark was the Group CFO at
Howden Joinery Group plc for 16 years, where he also
served as deputy CEO. His expertise in the City and
corporate finance was instrumental in driving the
company’s turnaround and exceptional value creation.
He is highly experienced in leading complex changes
involving mergers, demergers, flotations and joint
ventures. Mark is a qualified chartered accountant.
He gained extensive international experience earlier
in his career as a CFO in various ICI businesses as well
as with Delta plc where he was Group CFO.
Contribution to long-term success:
Mark’s
experience will be key to maintaining the Group’s
strong balance sheet and growing order book. His
ability to identify and execute profitable growth in
competitive environments will support our strategy
for the positive development of profit before tax
based on an understanding of the dynamics and
opportunities in our businesses. In his role as chair
of the responsible business committee, the Board
benefits from Mark’s understanding of the importance
of ESG, including health and safety and the impacts of
climate change.
Current external roles:
Mark is currently appointed
as a non-executive director and audit committee chair
at Grafton Group plc.
The executive directors are
supported by our Group
management team in
implementing the strategy and
policies approved by the Board.
The Group management team
includes the divisional MDs,
general counsel and company
secretary and Group commercial
director. Full details of Group
management team membership
and biographies are available on
our website.
Mark Robson
Non-executive Director
Appointed: September 2024
Jen Tippin
Non-executive Director
Appointed: March 2020
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Governance framework
Our governance framework supports our long-established philosophy of decentralisation and ensures there is supervision
at appropriate levels of the organisation to drive performance and manage risks and opportunities. Our divisions are given
autonomy to operate in the way that best serves their respective stakeholders and allows them to respond quickly and effectively
to changes in their markets. We believe this approach remains fundamental to the divisions delivering their business strategies
and contributing to the long-term success of the Group.
The Board
The Board, assisted by its committees, is responsible for:
determining overall strategy and
long-term objectives to align
with our purpose;
ensuring that the divisions have
appropriate strategies and
resources in place and a culture
that drives the right behaviours;
overseeing material social
and environmental risks and
opportunities;
approving the annual business
plan and budget;
determining risk appetite and
principal risks;
overall corporate governance
arrangements, including a
framework of prudent and
effective controls that enable
risk to be assessed and
managed;
approving the financial results
statements, annual report and
accounts and other statutory
announcements;
remuneration strategy; and
considering all policy matters
relating to the Company’s
activities, including any major
changes of policy.
The full list of matters that are
required to be brought to the
Board for consideration was
updated in 2024 and is available
on our website.
Board committees
The Board delegates certain matters to its committees. The Board and
committees are supported by the company secretary, who provides
advice and assistance, particularly in relation to corporate governance
and training and induction. The appointment and removal of the
company secretary is a matter for the Board as a whole.
Audit committee
Oversees the Group’s corporate financial
reporting, internal controls and risk
management systems, the work, findings and
effectiveness of the internal and external audit,
and appointment of the external auditor.
See page 100
Chair:
Sharon Fennessy
Membership:
David Lowden
Jen Tippin
Nomination committee
Oversees Board and committee composition,
Board performance review and succession
planning, giving consideration to diversity,
including development opportunities for our
teams.
See page 93
Chair:
Michael Findlay
Membership:
Sharon Fennessy
David Lowden
Mark Robson
Jen Tippin
Remuneration committee
Responsible for recommending overall
remuneration policy and setting remuneration
for our executive directors and members of
the Group management team.
See page 111
Chair:
Jen Tippin
Membership:
David Lowden
Mark Robson
Responsible business committee
Oversees the Group’s responsible business
strategy, targets and performance and
monitors progress against our Total
Commitments.
See page 108
Chair:
Mark Robson
Membership:
Michael Findlay
Chief executive
The chief executive, supported by the chief financial officer, is
responsible for leadership of the Group, developing and implementing
strategy, managing overall Group performance and ensuring an effective
leadership team.
Group management team
Supports the executive directors in implementing strategy and policies
approved by the Board and ensuring our culture, Core Values and Total
Commitments are embedded. The team meets regularly to consider
strategic and operational matters affecting the Group as a whole,
including strategy, risk and the Group budget.
See page 87
Divisions
Each division operates autonomously with its own management board
that includes the chief executive and chief financial officer. The divisions
are responsible for setting their own five-year strategic plans and annual
budgets for sign-off by the Board, for their operational performance and
for managing relationships with their stakeholders.
See pages 22 to 37 for further information on each division’s
performance during the year
Risk committee
Assists the Board and audit committee in reviewing Group and divisional
risk registers and ensuring inherent and emerging risks across the Group
are identified and managed appropriately.
See page 52
Cross-divisional protecting people and HR forums, IT security
steering group, and climate action, supply chain and social
value panels
Divisional representatives meet on a regular basis to focus on specific
topics and share ideas and best practice. The forums assist the Board
and Group management team in ensuring that good governance is
adopted at all levels of the Group.
Role of the chair and senior independent director
The chair is responsible for the overall effectiveness of the Board and for promoting a culture of openness and debate at meetings which support
well-informed and transparent decision-making through constructive dialogue. The chair is supported by the senior independent director, who is
available to the other directors and shareholders where necessary. To ensure accountability and oversight, there is a clear division of responsibilities
between the chair, chief executive and senior independent director, set out in writing, approved by the Board and summarised on our website.
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continued
Key activities of the Board in 2024
Board meeting agendas combine regular reviews of performance against the Group’s values and strategic priorities with deep
dives into specialised topics and presentations from divisional teams. In addition, internal and external experts are invited to lead
detailed discussions into our progress in particular areas such as health and safety, environmental and social value, and cyber
security. Internal experts include our head of information security, director of procurement and sustainability, head of audit and
assurance, and Group commercial director, while external experts include our auditors and remuneration advisers.
Strategy
Review of executive reports covering market updates,
commercial and financial performance, implementation of
divisional strategies and divisional performance including against
medium-term targets and KPIs
Divisional and Group strategy review and Board strategy session
(see page 90 for further detail)
Detailed updates on the Property Services business remediation
programme
Approval of updates to how we describe the Group
Responsible business performance updates
Approval of net zero Transition Plan
Financial and
operational matters
Approval of the results for the year ended 31 December 2023
Recommendation of final dividend for the year ended 31
December 2023
Review of 2024 half-year results and approval of announcement
Declaration of 2024 interim dividend
Approval of interim trading updates
Review of insurance renewal strategy
Risk appetite review (see page 91 for further detail)
Capital allocation review
Group budget approval (see page 91 for further detail)
Updates on tax and treasury matters and approval of tax strategy
Risk and compliance
Modern slavery statement approval
Risk appetite review
Biannual update on information security including in-depth
presentations on our cyber risk management
IT strategy and risk update
Deep-dive session into artificial intelligence
Board and committee performance review
Approval of Energy Savings Opportunity Scheme submission
Governance
Participation in and review of the Board performance review and
agreement of future actions
Divisional payment practice review
Review of the gender pay gap report
Board approval of updated: matters reserved for the Board;
terms of reference of audit, nomination, remuneration and
responsible business committees; and non-audit service policy
Review of Board’s skills matrix
Board succession planning for the chair and a new non-executive
including approval of the appointment of Mark Robson
Review of the directors’ conflicts of interest register
Employees
Health and safety reviews
Whistleblowing review and review of employee engagement
activities
Informal divisional meetings with Construction, Property Services
and Partnership Housing
Attendance at senior management conference and engagement
with employees through the strategy review process
Instructing a review of culture to understand how well it is
embedded across the Group
Shareholder engagement
Review of AGM investor feedback
2024 AGM
Review of analyst and proxy voting feedback
Review of investor roadshow feedback following half- and
full-year results
Remuneration committee engagement with top 10 institutional
investors
2024
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Principal decisions
The following tables give an overview of the Board’s principal decisions during the year. In line with our governance framework
and decentralised approach, the Board normally makes a limited number of decisions that are material to the Group as a whole.
To ensure its decision-making is robust, the Board will consider the Group’s purpose, strategic priorities and long-term success,
recognising that, while it seeks to balance the requirements of our different stakeholders, each decision will not necessarily result
in a positive outcome for every stakeholder group.
Strategy review
Factors
considered
The Group’s success depends on maintaining relationships with all our key stakeholders and ensuring we keep pace with
changes in our target markets. In approving strategy, the Board recognises its duties and responsibilities to our shareholders and
other key stakeholders and ensures that their views and priorities are considered.
Action taken
Comprehensively reviewed progress against strategy, tracking performance against agreed KPIs.
Reviewed divisional medium-term targets including each division’s contribution to the overall Group strategy and long-term
strategic plan.
Monitored market trends and the macroeconomic environment, referring to comparative data and client insight.
Attended presentations from each divisional managing director on their strategic plan including meetings with employees and
visits to some of their projects.
Reviewed each division’s contribution to the Total Commitments and monitored the Group’s progress in implementing our
responsible business strategy, including our performance against climate targets and net zero plans.
Reviewed the Group’s long-term financial outlook and assessed and prioritised growth opportunities.
Considered the appropriateness of the level of provision made for the Group’s obligations under the Building Safety Act.
Received progress updates at regular intervals on the business remediation programme in Property Services.
Outcome
As a result of the October 2024 strategy review process, the Board concluded that:
our strategy would remain focused on organic growth across the divisions, in particular maximising investment in our
partnership activities;
we remain committed to maintaining a strong balance sheet, significant net cash levels and an appropriate capital
allocation policy;
the appropriateness of the divisions’ medium-term targets would be reviewed (increased targets for Mixed Use Partnerships,
Fit Out, Construction and Infrastructure were subsequently approved at the February 2025 Board meeting);
the business remediation programme in Property Services has progressed to plan, with the division expecting to return to
profit in 2025;
our responsible business strategy, including our Transition Plan published in 2024, continues to enable the Group to adapt
and respond to emerging regulations so that we can maintain our leadership position and remain competitive;
succession planning throughout the Group remains a focus area, particularly identifying and developing internal candidates
for key roles. Gender and ethnic diversity metrics remain key although progress has been slow despite the divisions’
engagement and initiatives. Management would continue to reassess the effectiveness of our succession planning strategy
and activities; and
overall our strategy remains fit for the future and our business model is sustainable, taking into consideration future risks
and opportunities.
Annual strategy review process
Each non-executive director is allocated one or two divisions.
The divisions are allocated on a rotational basis each year so that the
Board learns about the concerns and issues of all divisions’ stakeholders.
The non-executive meets with the managing director and senior
team of their allocated division to review:
recent operational and financial performance, including risk
management and safety;
market and pipeline of opportunities;
culture;
adequacy of resources to deliver on strategy;
employee engagement;
outlook and medium-term targets; and
initiatives to assess the impact of operations on the environment
and to deliver social value to local communities.
The non-executive meets with the division’s employees without managers
present and visits one or two live projects where they can engage with a
mix of employees, subcontractors and suppliers.
The wider management teams of two divisions are also invited on a
rotational basis to meet the Board in a less formal meeting each year,
which provides an opportunity for the non-executives to engage with
employees outside the formal strategy review process.
These meetings enable the non-executives to assess the divisions’
contribution to the Group’s long-term success as well as their impact on
its key stakeholders.
The non-executive, chair and chief executive hold a meeting with the
division’s managing director.
The non-executive provides feedback to the divisional managing director
on their strategic plan, including how stakeholders have been taken into
consideration.
The Board holds a strategy day in October where the non-executives
each present a summary of their observations and opinions on their
allocated divisions’ strategic plans.
The non-executives provide feedback to the rest of the Board from their
respective divisional reviews. The Board as a whole reviews and approves
the divisional strategic plans and the Group strategy.
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continued
Determining the Group’s risk appetite
Factors
considered
The Board refers to our risk appetite when setting our strategic priorities and targets, making decisions, and allocating resources.
In agreeing risk appetite, the Board considers the key risks that could impact our business model, strategy or reputation. It takes
into consideration the expectations of our stakeholders, particularly those identified in the principal risks section on pages 53 to
61. The Board recognises that a prudent and robust approach to risk mitigation must be balanced with some flexibility. This is to
ensure that our divisions are not restricted in embracing business opportunities appropriate to their markets and expertise while
securing high levels of customer satisfaction and maintaining the Group’s reputation.
Action taken
Confirmed that, through the activities of the audit committee, a robust assessment of the principal and emerging risks facing
the Group, including those that would threaten our business model, future performance and solvency, had been carried out
and that the effectiveness of our systems of internal control and risk management had been reviewed.
Considered any changes to the Group’s principal and emerging risks that could impact our long-term strategic plans.
Considered the balance and breadth of our activities to ensure we have a reasonable level of protection against risks arising
from uncertainties in the macroeconomic environment.
Monitored any risks arising that lie outside or towards the upper end of our risk appetite so that they could be managed
appropriately.
Reviewed general market conditions and key trends to identify and assess future risks and opportunities.
Requested the risk appetite statement be reviewed and updated to take account of the change of government and in
particular any impact the Autumn Budget may have on net risk levels.
Outcome
The Board’s review of risk appetite conducted during the year concluded that:
the risk areas considered by the Board when reviewing the Group’s risk appetite statement had been amended to include
supply chain solvency and culture as separate categories given the Board’s increased focus on, and importance of, these
two areas;
the net level of risk in two of these areas – macroeconomy and exposure to residential market conditions – had reduced
during the year. However, subcontractor solvency issues remain a concern and as a result currently sit outside the Board’s risk
appetite;
key areas for consideration remain our culture, project selectivity, oversight of IT and cyber resilience, supply chain solvency,
and health and safety;
our governance framework, structures and policies, such as our ‘delegated authorities’ document, adequately reflect our
approach with regard to specified risks;
the government’s Autumn Budget remained highly supportive of the sectors and markets in which the Group operates and
we are well placed to respond to the commitments included within the Budget, but we would keep matters under review
particularly given the pace at which these might materialise; and
overall, the Group has the right controls, strategy and risk mitigation measures in place and our risk appetite and framework
remain appropriate for providing the business with medium- to long-term resilience.
Setting the Group budget
Factors
considered
In reviewing the budget for 2025, the Board considers the impact on our employees, suppliers, clients, shareholders and wider
stakeholders to ensure we are managing our finances and have the appropriate resources to deliver against our strategy.
Action taken
Tracked performance of the Group budget against agreed KPIs.
Reviewed Group and divisional budgets, which form the basis for setting the overall Group budget.
Reviewed market conditions, in particular current economic uncertainty and key trends that support the Group’s future
growth (see page 16).
Reviewed the level of contingency in the budget to mitigate ongoing uncertainty in the macroenvironment.
Reviewed the contribution that the budget will make to delivering our five-year strategic plan.
Outcome
Approved the Group budget, ensuring that we have sufficient resources and that targets are suitably stretching but achievable
and will contribute to the Group’s long-term growth.
Reviewing our risk appetite
Audit committee
review –
August and
December 2024
The audit committee assists the Board by formally reviewing twice a year the Group and divisional risk registers and risk
management and internal control processes including conducting deep dives into key topics (see page 101 and pages 104 to 107).
Board review –
October and
December 2024
Following its review of the Group risk register, five-year strategic plan and three-year budget period, the Board considers the
Group’s established risk appetite statements, which broadly cover strategic, tactical, operational and compliance objectives,
to compare current levels of risk in these categories with our risk appetite and risk tolerance levels.
The Board then agrees any actions to be taken for future monitoring as a result of changes to net risk levels.
Our integrated approach to risk management (see page 52) facilitates our annual assessment of the Group’s long-term viability.
See pages 78 and 79 for our approach to assessing long-term viability, incorporating scenario modelling based on relevant
principal risks.
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Purpose, values, strategy and culture
The Board ensures we maintain a positive culture
so that we can attract and retain talent and achieve
the highest levels of productivity and performance.
This is vital to retaining a competitive market presence
and achieving our purpose and strategy.
Our culture has developed from our long-held Core
Values, which form the basis of our Group Code of
Conduct. The Code of Conduct is designed to ensure
that our employees understand the need to act
responsibly and maintain our reputation when working
and interacting with our stakeholders. The Code of
Conduct and supporting policies are approved by
the Board.
How the Board
monitors culture
Regular meetings with management
Inviting employees to present at Board and
committee meetings
Non-executive directors’ meetings and
discussions with a wide range of employees
during the strategy review process and
without senior management present
In November, instructing an independent
cultural review to understand how well
culture is embedded across the Group
Whistleblowing feedback and any external
or internal audit reports of possible
breaches of the Code of Conduct
Considering meeting papers to identify any
areas of concern, for example:
people statistics, including employee
turnover, internal promotions,
absenteeism and diversity
health and safety performance
client/partner feedback and satisfaction
scores
Investor feedback
External ESG ratings
2
How culture is
embedded by the Group
management team
Recruitment processes
Induction and mandatory e-learning,
including on our Code of Conduct
Objective setting, development plans and
remuneration policies
Leadership development programmes
Annual conferences and other internal
communications
Employee share plan participation
Ensuring our suppliers meet the expected
standards of behaviour set out in our
Supplier Code of Conduct
1
Future
priorities
The Board will continue to monitor,
in particular:
any incidences of unsafe behaviours on
our sites which might indicate where a
change of policy or further or different
training is needed;
the effectiveness of divisional activities
to increase diversity. While people
are reporting feeling included, and
we employ people from a wide range
of socioeconomic and educational
backgrounds, we are still struggling
to increase our gender and ethnic
diversity numbers;
the development of additional divisional
speak-up programmes; and
actions taken to respond to new legislation,
e.g. the changes to the Equality Act enacted
during 2024.
5
Outcomes
The 2024 Board performance review
concluded that the Board has maintained
a culture of continuous improvement,
setting ambitious targets and ensuring
open and honest communication with
key stakeholders.
The Board was satisfied that:
all whistleblowing reports in 2024
were resolved appropriately and not
indicative of any systemic issues across
the Group. Any substantiated allegations
of theft or fraud, for example, resulted
in the dismissal of those individuals to
reinforce the need to behave lawfully
and ethically; and
overall the cultural review found that
individuals were committed to the
Group’s culture and values. There are
good levels of engagement across the
Group and employees are open, positive
and engaged with a willingness to speak
up, which reinforces the Group’s culture.
4
Looking behind
the stats
The Board reviews activities and initiatives by
our divisions in the following areas to ensure
they are on the right track to achieving
desired outcomes:
succession planning and talent
development;
health, safety, physical, mental and
financial wellbeing;
diversity and inclusion;
employee engagement, such as survey
participation, feedback and follow-up
actions; and
remuneration, to ensure that it aligns
with our values and encourages
desired behaviours.
3
Mixed Use Partnerships
employee survey response rate
90%
Fit Out employees agreeing
we live by our Core Values
89%
Partnership Housing
employees’ score for culture
9/10
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continued
The quick read...
Regularly reviewed the composition and balance
of skills of the Board and its committees to ensure
that they remain suitable
Reviewed Board/committee succession planning
and managed the search for a new non-executive
director, appointed in September 2024
Recommended the appointment of the new
company secretary
Commenced the search for a replacement chair to
manage the transition of the role ahead of the end
of the current chair’s nine-year term
Reviewed succession plans for the Group
management team and senior leaders and progress
in diversity and inclusion
Managed the internally facilitated performance
review of the Board, committees and
individual directors
Key responsibilities:
Board and committee composition
Identifying potential skills and experience gaps
Leading the Board appointment process
Reviewing succession planning for the Board
and Group management team
Reviewing wider senior leadership and divisional
succession planning
Overseeing the Board performance review process
Monitoring activities to increase diversity and
inclusion throughout the Group
The committee’s full role and responsibilities are set out in its terms
of reference, which were reviewed and approved by the Board in
December 2024 and are available on our website.
I am pleased to present to you
the report from the nomination
committee for 2024.
Michael Findlay
Chair
Committee composition and
performance review
The committee’s membership is shown in the table below.
The executive directors, members of the senior management
team and external advisers may be invited by the committee
to attend all or part of any meeting, as and when appropriate.
Members
1
Member since
Attended/
scheduled
Michael Findlay
2
(chair)
2016
5/5
David Lowden
2018
5/5
Jen Tippin
2020
5/5
Sharon Fennessy
2024
5/5
Mark Robson
3
2024
1/5
Malcolm Cooper
4
2015
2/5
Kathy Quashie
4
2022
2/5
1
Biographies of members are set out on pages 86 and 87. In compliance
with the UK Corporate Governance Code (the ‘Code’), the majority
of committee members are independent non-executive directors.
2
Michael Findlay is not permitted to chair parts of meetings where his
own succession and performance are discussed.
3
Mark Robson was appointed to the committee from 1 September
2024. He was unable to attend the call in October 2024 due to a prior
commitment that could not be changed.
4
Kathy Quashie and Malcolm Cooper were members of the committee
until their resignations from the Board on 31 July and 31 August
respectively, and attended all scheduled meetings of the committee until
they stepped down from the Board.
Our internally facilitated performance review of the Board
in 2024 included a review of the committee (see page 99
for further details of the process). This concluded that the
committee was working well, with good open discussion,
including in relation to management succession. It was agreed
that key areas of focus would be succession planning for
members of the Group management team (GMT) and other
senior roles, including conducting a review of individual
development plans for senior leaders and increasing gender
and ethnic diversity at all levels.
Nomination committee report
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Nomination committee report
Board composition and skills
The committee has been active in fulfilling its responsibilities,
ensuring adequate succession planning for the Board,
overseeing the induction of new appointees and supervising
a smooth transition in onboarding our new audit committee
chair, chief financial officer and responsible business
committee chair.
Every year, the committee reviews the Board’s skills matrix,
which is kept updated with director changes. The matrix
shows the directors’ self-assessment of their skills and
experience and the lengths of tenure of the non-executives.
It is a useful succession planning tool for identifying potential
gaps in skills and knowledge that may be needed longer term
and for monitoring diversity in its broadest sense. This year,
the Board’s skills were also mapped against our principal risks
to see if there were any skills gaps needing to be addressed by
the committee.
At its December meeting, the committee discussed the
outcome of the annual performance reviews of the Board and
individual directors and concluded that, following the director
changes in the year, the Board continues to have a good,
broad mix of skills required to meet our strategic priorities and
future growth. While there were no material skills gaps on the
Board or committees across the 25 skills identified in the
matrix as required for the Board, it was noted that the
weakest area of combined expertise, when taking the Group’s
principal risks into account, was in IT. To meet its responsibility
for overseeing the IT strategy including cyber security risks, the
Board invites the Group IT director and head of information
security and compliance each year to its May and December
meetings. This ensures that the Board is kept updated on
issues such as the pace of technological change, newly
emerging technology, growing trends in cyber risk, and our
risk management strategy to improve our cyber resilience.
The Board’s composition and skills will be reviewed by the
new chair following his appointment.
Induction and training for directors
Following their appointment, new directors are given an
induction programme tailored to their background and
experience. Inductions include meetings with the chair,
executive directors, divisional managing directors, company
secretary and other senior management to help the director
gain an understanding of the Group’s governance, culture,
strategic priorities and how each division operates. The
meetings are supplemented with documents and materials,
including historical Board and committee papers, Group
policies, recent results announcements, investor relations
reports and performance data.
To develop and maintain the non-executives’ understanding
of the business, GMT members and other senior executives
are invited from time to time, as appropriate, to present to
the Board and committees on their areas of responsibility.
The non-executives are also encouraged to meet with the
divisional teams during the year outside of Board meetings,
including visits to their projects, both during and in addition
to the Board’s annual strategy review.
All directors undertake external training and/or attend
seminars relevant to their duties. They also sit e-learning
modules and refresher training courses on a range of topics,
issued periodically by the Company.
Succession planning
Board succession planning and appointments
In 2023, the Company announced the appointment of
Sharon Fennessy to the Board with effect from 1 January 2024.
This allowed an effective period of handover until she took
over from Malcolm Cooper as chair of the audit committee
in May. Malcolm stepped down from the Board prior to the
end of his nine-year term (the maximum tenure that the
Code deems appropriate for a director to be considered
independent). Also in 2023, the Company announced that
Kelly Gangotra would succeed Steve Crummett as chief
financial officer in 2024. Kelly was subsequently appointed
to the Board on 7 May. See our 2023 annual report for
Sharon’s and Kelly’s appointment processes.
In early 2024, the committee began the search for a new
non-executive director to succeed Malcolm as chair of the
responsible business committee. In July, the Board was
delighted to announce Mark Robson’s appointment to the
Board with effect from 1 September. Mark was appointed
chair of the responsible business committee and member
of the nomination and remuneration committees.
As my final three-year term as chair of the Board ends
in October 2025, the committee, chaired by the senior
independent director, also began a search this year for my
successor, to allow a reasonable timeframe for a smooth
transition. This resulted in the announcement of Peter
Harrison’s forthcoming appointment in May (see page 84).
When appointing a new director, the committee follows a
formal recruitment process, full details of which are disclosed
in the annual report that follows the appointment. The panels
on the following page show the processes for appointing
Mark Robson as non-executive director and Peter Harrison
as non-executive director and chair-designate.
In June, the Company announced the retirement of Clare
Sheridan as company secretary, who had served in her role
since 2014. The Board appointed Helen Mason as company
secretary. Helen has been general counsel for the Group since
2014 and is now general counsel and company secretary.
In July, Kathy Quashie, having served on the Board for three
years, notified her intention to step down as a director in
August in order to focus on her new external executive role.
After discussion, noting the combined expertise of the wider
Board and its committees, the Board agreed that a
replacement for Kathy would not be sought for the time being.
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Directors’ and corporate governance report
continued
Nomination committee report
The standard term for non-executive directors is three years,
although they can serve for up to nine years through three
consecutive three-year terms (see page 118). In accordance
with the Company’s Articles of Association, all directors retire
from office and offer themselves for reappointment by
shareholders at every AGM. Before being recommended for
reappointment, each director is subject to a formal review in
relation to the performance of their duties under section 172
of the Act.
The Board has set out on pages 86 and 87 the specific reasons
why each director’s contribution is, and continues to be,
important to the Group’s long-term success.
Further information on the 2025 AGM can be found in the
Notice of Meeting to shareholders accompanying this annual
report or on our website.
External appointments and conflicts of interest
Prior to their appointment, new directors are asked to disclose
any significant commitments they have, together with an
indication of the time involved, so that the Board can assess
whether they will be able to devote the time necessary to fulfil
their role on the Board.
Once appointed, any proposed additional external
appointment must be approved by the chair so that any
potential conflicts can be considered and to ensure that the
additional demands on the director’s time will not affect their
ability to perform their role with the Group.
Following its annual review in December of the commitments
of the chair and directors, the Board was satisfied that they
can continue to allocate sufficient time to enable them to
discharge their duties and responsibilities effectively and that
the external commitments of the non-executive directors do
not conflict with their duties as directors of the Company.
Searching for the right
non-executive director
The committee identified two potential search firms
and the Board appointed Lygon Group.
1
Lygon was
given a detailed brief of the role and responsibilities
of a non-executive director and responsible business
committee member and chair, the expected time
commitment and the skills and experience required.
The committee agreed that the successful candidate
would have:
a broad strategic and commercial background in a
customer-focused industry;
recent and relevant ESG experience in an industry
where health and safety is paramount;
understanding and recognition of the importance
of ESG and its contribution to long-term value and
enhanced corporate reputation;
understanding of the benefits of technology to drive
change and competitive advantage; and
appreciation of the benefits of a decentralised
business model.
The committee produced a shortlist
2
of candidates who
were invited for interviews with the chair, executive
directors and non-executive directors.
1
Lygon does not provide any other services to the Company nor
has any connection to the Company or any of its directors.
2
The shortlisting took into account potential conflicts and time
commitment to ensure that the appointee would have sufficient
time to meet their responsibilities.
Searching for the right chair
The committee, led by the senior independent director
(SID), identified two potential search firms and the
Board appointed Korn Ferry.
1
Korn Ferry was provided
with a detailed brief of the role and responsibilities of
the chair of the Board, the time commitment that would
be expected and the skills and experience required.
The committee agreed that the successful candidate
would have:
prior experience as a director of a plc;
proven ability to promote a collegiate and open culture
on a Board and build strong working relationships;
a broad strategic commercial background and
familiarity with growth businesses within complex
company environments;
understanding of the requirements of institutional
investors;
understanding of the benefits of technology to facilitate
change and drive competitive advantage; and
appreciation of the benefits of a decentralised
business model.
The committee produced a shortlist
2
of candidates
who were invited for interviews with the SID, executive
directors and other non-executive directors excluding
the current chair.
1
Korn Ferry does not provide any other services to the Company
nor has any connection to the Company or any of its directors.
2
The shortlisting took into account potential conflicts and time
commitment to ensure that the appointee would have sufficient
time to meet their responsibilities.
95
Governance
Directors’ and corporate governance report
continued
Nomination committee report
Senior management succession planning
Each year the committee reviews succession planning for the executive directors, GMT and senior leaders together with the
divisions’ strategies to develop talented people for senior leadership positions while considering diversity. The chief executive is
responsible for managing GMT succession planning and the divisions are responsible for preparing plans for their senior leaders.
Specifically, the committee receives and reviews:
management’s view of the characteristics, skills and expertise needed from our most senior leaders both now and in the future;
management’s succession plans for the GMT including short-term contingency cover where immediate successors have not
been identified, for example due to the need for further training and development;
divisions’ succession plans for their senior leaders including actions they are taking to develop their people and maintain a
pipeline of potential future successors aligned to the Group’s long-term strategic priorities; and
divisional progress in increasing diversity and inclusion.
Following its review in 2024, the committee remained satisfied that the succession planning and development programmes used
throughout the Group remain appropriate; however, focus needs to continue on delivering equality, diversity and inclusion (EDI)
outcomes and understanding wider workforce issues, particularly attrition rates.
Diversity and inclusion
Our Board diversity policy, which can be found in the Investors/Governance section of our website, aims to continuously improve
the diversity of the Board and its committees and to ensure that diversity and inclusion are embraced at all levels across the
Group and reflected in our culture and values. The Board’s objectives as set out in its diversity policy are as follows:
women making up at least 40% of the Board (including those self-identifying as women);
at least one senior Board position (chair, chief executive, senior independent director or finance director (chief financial officer))
being held by a woman (including those self-identifying as women);
women (including those self-identifying as women) making up at least one third of our GMT; and
at least one member of the Board being from a minority ethnic background.
See table below and commentary on page 97 for our current performance.
The chair of the Board leads the agenda to continuously improve Board diversity. We believe that a Board of directors with
a broad mix of skills, backgrounds, perspectives and experience will contribute a wider range of ideas and expertise and drive
innovation. The committee ensures that selection processes for directors provide access to a diverse range of candidates and will
only use executive search firms that have signed up to the UK Standard Voluntary Code of Conduct on Gender Diversity. Board
appointments are based on merit and objective criteria such as the skills and experience needed, but with due regard for the
objectives set out in the Board diversity policy.
While our Board diversity policy applies to the Board, its committees, the GMT and the GMT’s direct reports, it also sets the tone
Group-wide. We believe our strategy of organic growth is supported by increasing diversity and inclusion at all levels of the
business, encouraging different ways of thinking, and giving every employee the opportunity to use their abilities, skills and
experience to the full. The chief executive is responsible, on behalf of the Board, for improving diversity across the Group and
ensuring we have a fully inclusive culture. Our approach is reflected in our human rights policy and Code of Conduct, the latter
stating our commitment to maintaining a respectful and inclusive workplace based on trust and mutual respect, and valuing the
fresh ideas and perspectives that people from different backgrounds bring to our business. The committee and the Board
monitor the divisions’ progress in increasing diversity and inclusion as part of reviewing their succession planning, recruitment
and development programmes.
Our current levels of diversity
In accordance with UKLR 6.6.6R(10), the Act and the Code, the following two tables set out the diversity of the Board and executive
management (our GMT). For fuller disclosure we have also included the diversity of the GMT’s direct reports.
Diversity of sex of the Board and executive management at 31 December 2024
Number of
Board
members
Percentage of
the Board
Number of
senior positions
on the Board
1
Number in
executive
management
2
Percentage
of executive
management
2
Number of
direct reports
to the GMT
Percentage of
direct reports
to the GMT
Men
4
57.1%
3
8
72.7%
62
68.9%
Women
3
42.9%
1
3
27.3%
28
31.1%
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Morgan Sindall Group plc
Annual Report 2024
Directors’ and corporate governance report
continued
Nomination committee report
Ethnic diversity of the Board and executive management at 31 December 2024
Number of
Board
members
Percentage of
the Board
Number of
senior positions
on the Board
1
Number in
executive
management
2
Percentage
of executive
management
2
Number of
direct reports
to the GMT
Percentage of
direct reports
to the GMT
White British or other White
(including minority White groups)
6
85.7%
3
10
90.9%
85
94.4%
Mixed/multiple ethnic groups
0
0.0%
0
0
0.0%
0
0.0%
Asian/Asian British
1
14.3%
1
1
9.1%
1
1.1%
Black/African/Caribbean/
Black British
0
0.0%
0
0
0.0%
2
2.2%
Other ethnic group,
including Arab
0
0.0%
0
0
0.0%
1
1.1%
Not specified/prefer not to say
0
0.0%
0
0
0.0%
1
1.1%
1
Chief executive, chief financial officer, senior independent director and chair.
2
John Morgan and Kelly Gangotra are included in both Board and executive management (our GMT).
In accordance with the Act, the table below shows our Group-wide diversity in numbers, as well as percentages.
Group-wide diversity at 31 December 2024
2024 by number
2024 by percentage
2023 by number
2023 by percentage
Men
5,970
74%
5,566
74%
Women
2,127
26%
1,932
26%
Minority ethnic background
861
11%
726
10%
Non-minority ethnic background
7,236
89%
6,772
90%
All the data in the tables above has been collected from our HR records, which are held securely and are accessible only to a select number of employees.
Following the appointment of Kelly Gangotra as chief financial officer to the Board on 7 May 2024, we have now met the UKLR
6.6.6R(9)(a)(i), (ii) and (iii) targets and our diversity policy target, which require that: at least 40% of the Board are women; at least
one senior Board position is held by a woman; and at least one Board member is from a minority ethnic background. We have
also exceeded the Hampton-Alexander Review target of 33% of women on the Board. Board diversity will continue to be a factor
of consideration in recruitment while also having regard to the needs of the business.
At the end of 2024, women made up 27.3% of the GMT following the appointments of Kelly Gangotra and Jo Jamieson (managing
director of Property Services), which falls slightly short of our target of women making up at least one third of the GMT (2023: 10%).
The percentage of direct reports to the GMT that are women currently sits at 31.1%. In 2024, the Board also approved an interim
target for 2027 for ethnic diversity percentage of senior management working in the UK. This target was included in our 2024
Parker Review submission.
In its examination and discussion of EDI within the divisions, the committee considered the actions taken and progress made by
considering data on recruitment, progression, retention and exits. The committee also received a paper on wider market trends
that will impact the shape and size of the workforce in the future; what employees are looking for from their employers; and the
diversity performance of our peers. As a result of its review, the committee agreed that a key element of our EDI focus should be
on ensuring that the Group remains inclusive to everyone and that all employees understand their personal responsibility in
achieving this. It was agreed that further work is needed to better understand what is inhibiting our progress in increasing
diversity. This includes further analysis of our attrition rates, in particular people leaving within one year, to identify if there are
any issues in our recruitment or onboarding processes.
97
Governance
Directors’ and corporate governance report
continued
Nomination committee report
Board performance review
As a result of the 2023 externally facilitated review of the performance of the Board and its committees in conjunction with
Longwater Partners, the Board agreed that its future focus would continue in the following areas:
2023 Board performance review – actions taken in 2024
Agreed focus areas
Actions taken in 2024
Board succession planning
Future succession planning considerations for the
chair, who was appointed in 2016
Continued oversight of the Company’s senior
leadership development and succession plans
Reviewing the skills and attributes framework for
senior leaders to ensure a continuing pipeline of
high-quality internal candidates
The nomination committee:
led by the senior independent director commenced the
search for a new chair (see page 95);
reviewed divisional succession and talent development
and agreed it would continue to keep succession for the
GMT and divisional teams under review; and
reviewed and updated the framework of desired
leadership skills and characteristics in terms of perceived
level of importance to aid future succession planning.
Equality, diversity and inclusion (EDI)
Practically addressing improving EDI across the
Group through a data-led approach and clear plans
for delivering EDI outcomes
The nomination committee reviewed the divisions’
activities to improve diversity and inclusion and the
recruitment data that had been collected for the
previous 12 months. While some progress has been
made, the Group will continue to analyse the data to
better determine appropriate actions to ensure that the
Group is inclusive to everyone.
Delivering on the Total Commitments
Continuing to monitor emerging trends in ESG
to ensure our targets are representative of what
our stakeholders expect, both in the short and
medium term
The responsible business committee invited the Group’s
ESG reporting manager to update them on emerging
trends.
The Board continued to monitor our performance
against our Total Commitment KPIs.
The Board approved the net zero Transition Plan for
publication on our website.
Ensuring progress is sustained in Partnership
Housing
Continuing to monitor Partnership Housing’s
progress and pace against its strategic plan
The Board continued to receive regular reports from
Partnership Housing and informally met with its
leadership team in October. Progress has continued
during the year as long-term partnerships with the
public sector continue to grow. The Board will continue
to review Partnership Housing’s performance against its
medium-term targets.
Board training and upskilling
Undertaking a session on AI to deepen knowledge
and understanding
The Board invited an expert on AI to its June meeting
to discuss trends in AI including concerns around
the need for: verifiable data to be used, along with
human intervention; and ethical issues, such as
oversimplification, to be carefully monitored and
addressed. The Group is trialling a closed AI system
to ensure security of the Group’s data and wider
information.
In July, we conducted an internal performance review of the Board and its committees. Due to the planned change of chair of
the responsible business committee following the departure of Malcolm Cooper, it was decided to defer the performance review
of the responsible business committee to 2025, to allow Mark Robson, the newly appointed chair, time to gather his own
perspectives on the activities of this committee. The next externally facilitated performance review will be undertaken in 2026
in line with the Code.
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Morgan Sindall Group plc
Annual Report 2024
Directors’ and corporate governance report
continued
Nomination committee report
Conclusions of the 2024 performance review and future focus areas
The 2024 performance review confirmed that the Board and committee meetings are working well with a good, collegiate
team atmosphere and open dialogue on all issues. It also concluded that the Board is focused on the right priorities, with
appropriate involvement in key decisions. The Board has a good mix of skills and experience providing an appropriate
balance of support and challenge to the executives and, with additional support in respect of IT as noted on page 94,
no changes to membership were deemed necessary outside of existing succession planning. The Board agreed that the
future areas of focus for the Board and its committees would continue to be:
succession planning, with continuing focus on EDI and maintaining the Group’s culture;
having greater oversight and understanding of wider workforce issues, notably in respect of attrition rates;
ensuring Property Services returns to profitability in 2025;
achieving business growth in Mixed Use Partnerships and Partnership Housing; and
our Total Commitments and the next phase of the ESG journey.
Following the individual meetings with each director, the committee agreed that each of the non-executive directors
remains independent, continues to meet the time commitments required for the role, is able to discharge their duties and
responsibilities for the coming year, and is an effective member of the Board.
The 2024 internal performance review process
Each Board member completed an electronic questionnaire on the actions taken and progress made on the five
agreed focus areas identified from the performance review conducted by Longwater in 2023 (see panel on page 98).
The questions in this year’s review therefore followed up on those key areas to firstly ensure that satisfactory progress
has been made and secondly to identify any areas where further work is required.
The chair presented the outcomes of the review at the December Board meeting for discussion and to agree future areas
of focus.
The chair held meetings with each director individually to formally review their performance, taking into consideration
any training they had undertaken.
The senior independent director led the Board appraisal of the chair’s performance.
A summary of results and agreed focus areas for 2025, including how the performance review has or will influence Board
composition, is set out below. We will report on progress against these and any further actions in our 2025 annual report.
Looking ahead
In 2025, the committee will continue its focus on:
succession planning for the Board and GMT;
succession planning in the divisional management teams;
improving diversity and inclusion across the Group; and
understanding wider workforce issues including attrition rates.
Michael Findlay
Chair of the nomination committee
25 February 2025
99
Governance
Directors’ and corporate governance report
continued
The quick read...
Focused on the integrity of the 2024 financial
statements and challenged management’s
assumptions and key judgements as appropriate
Ensured the independence and effectiveness of
the internal audit function
Reviewed and confirmed the independence and
effectiveness of the external audit process
Reviewed the effectiveness of internal control and
risk management systems
Conducted robust assessments of emerging
and principal risks to facilitate the Board’s risk
appetite review
Reviewed management’s approach to the assurance
process for reporting under Provision 29 of the 2024
Code and considered the additional requirements
set out in the Economic Crime and Corporate
Transparency Act
Key responsibilities:
Monitoring the integrity of the Company’s financial
results and reviewing significant financial reporting
judgements
Reviewing the external audit process and making
recommendations to the Board with regard to
appointing, reappointing or removing the external
auditor
Reviewing the Company’s internal financial controls
and internal control and risk management systems
Monitoring and reviewing the effectiveness of the
Company’s internal audit function
The committee’s full role and responsibilities are set out in its terms
of reference which were reviewed by the committee and approved
by the Board in December 2024 and are available on our website.
On behalf of the Board, I am pleased
to present the committee’s report for
the year ended 31 December 2024.
Sharon Fennessy
Chair
Audit committee report
Committee composition and
performance review
The committee’s membership is shown in the table below.
At the committee’s request, meetings are regularly attended
by the chair of the Board; chief financial officer; Group
financial controller; Group head of audit and assurance;
EY lead audit partner; and other representatives from the
external auditor. The committee also meets privately with
the external auditor and Group head of audit and assurance
in case they wish to raise any concerns outside of the
formal meetings.
Members
1
Member
since
Attended/
scheduled
Sharon Fennessy
2
(chair)
2024
3/3
Malcolm Cooper
3
2015
2/3
David Lowden
2018
3/3
Jen Tippin
2020
3/3
1
Biographies of members are set out on page 87. In compliance with
the Disclosure Guidance and Transparency Rules (DTRs) and the UK
Corporate Governance Code (the ‘Code’), all committee members
are independent non-executive directors and the committee as a whole
has competency, skills and experience relevant to the sector.
2
Sharon Fennessy is a qualified accountant and has competency in
accounting and financial experience that is recent and relevant for
the audit committee of a company in the sectors in which we operate,
as required by the DTRs and the Code.
3
Malcolm Cooper stepped down as chair of the audit committee following
the Company’s AGM in May 2024. He attended all audit committee
meetings until he stepped down from the Board on 31 August 2024.
Our internally facilitated Board performance review in 2024
included a review of the audit committee (see page 99 for
further details of the process). Overall, the review confirmed
that the committee is performing effectively, has a strong
chair, receives clear, concise pre-reading papers, and has
strong advisory support when required. It was agreed that
the committee would continue to focus on the areas listed
on page 107.
100
Morgan Sindall Group plc
Annual Report 2024
Directors’ and corporate governance report
continued
Audit committee report
Key activities during the year
Committee meetings are scheduled in line with the Company’s financial reporting cycle and a formal agenda ensures that all parts
of the committee’s remit are covered. The committee considers it remained compliant with the Code and the FRC Guidance on
Audit Committees throughout the reporting period and followed the FRC’s Audit Committees and the External Audit: Minimum
Standard as published in May 2023. The committee’s key activities during the year are set out in the following table, and further
information on its work is set out on the subsequent pages.
Activity/review
Financial
reporting
2023 reporting period
Reviewed the 2023 draft annual report including:
significant accounting judgements for the 2023 audit, including the building safety provision;
alternative performance measures used by management and disclosure of reconciliations back to the
IFRS statutory reported figures;
going concern statement including management’s forecasts and projections for 2024;
viability assessments including management’s process and assumptions for assessing viability;
undertaking a review to ensure the annual report is fair, balanced and understandable; and
the draft full-year results announcement.
2024 reporting period
Reviewed the interim trading updates.
Reviewed significant accounting matters and assessed whether suitable accounting policies have been
applied in preparation for year-end reporting.
Reviewed the 2024 half-year statement and the half-year going concern assessment.
Conducted an initial review of the 2024 full-year going concern and viability assessments and
impairment testing of goodwill.
Conducted a review of alternative performance measures used by management and disclosure of
reconciliations back to the IFRS statutory reported figures.
External
audit
In early 2024, evaluated the performance of the auditor in the 2023 audit and the effectiveness of the
external audit process.
Recommended to the Board the reappointment of EY as external auditor for the 2024 audit and
approved the audit fee.
Monitored and confirmed continuing compliance with our Group policy on the engagement of the
external auditor to supply non-audit services, including review and approval of a revised non-audit
services policy.
Reviewed and monitored the independence and objectivity of the external auditor.
Reviewed EY’s plan for the scope of the 2024 audit, including materiality and key audit risks and their progress.
At its February 2025 meeting after the conclusion of the 2024 audit, recommended to the Board the
reappointment of EY as auditor for the 2025 reporting period.
Risk
management
and internal
controls
Formally reviewed the effectiveness of the risk identification process, Group and divisional risk registers,
and the Group’s approach to addressing climate-related financial risk.
Reviewed the Group’s approach to Task Force on Climate-related Financial Disclosures (TCFD), the TCFD
statement, scenario analysis and compliance with climate change reporting, including consideration of
climate change risks and the approach taken to quantify our climate-related risks and opportunities.
Conducted deep dives into key risk areas, including discussion of the Group’s emerging risks.
Received an update from management on the provision made for building safety liabilities and
considered the continuing appropriateness of the level of provision.
Reviewed the effectiveness of the Group’s internal financial controls and internal control and risk
management systems, including a deep dive on Property Services.
Monitored and reviewed the effectiveness and performance of the Group head of audit and assurance
in connection with the 2024 agreed internal audit plan.
Agreed the appropriateness of the 2025 proposed internal audit plan.
Reviewed management’s progress in complying with the new reporting requirements under Provision 29
of the 2024 Code and the additional new requirements under the Economic Crime and Corporate
Transparency Act including reviewing the Company’s procedures for detecting fraud.
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Directors’ and corporate governance report
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Audit committee report
Financial reporting and significant accounting matters
The directors are responsible for preparing the annual report and accounts (see responsibility statement on page 134).
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 before proposing them to the Board for approval.
In order to monitor the integrity of the Group’s reporting and financial management processes, the committee receives and
reviews in detail papers from the chief financial officer and the Group’s financial controller together with reports on the work and
findings of the external and internal auditors, who are also regularly invited to attend meetings of the committee. The committee
also receives a report from the ESG reporting manager on climate data assurance in respect of the Group’s Scope 1, 2 and 3
emissions as part of its review of the TCFD statement. This ensures that there is effective communication between all the relevant
parties and that the financial statements present a ‘true and fair’ view. It also gives committee members the opportunity to assess
whether suitable accounting policies have been adopted and to discuss and challenge management, where appropriate, on
matters such as the appropriateness of the accounting policies that have been adopted, the robustness of critical accounting
judgements, and key accounting estimates reflected in the financial results to ensure that it is satisfied with the outcome.
As part of its review of the financial statements, the committee looked at three significant matters which required the exercise
of judgement in connection with the financial statements. The detail of what was reviewed and discussed and the conclusions
reached are set out in the table below. The items below are recurring matters. In prior years, we identified an exceptional item in
respect of building safety. The risk associated with this has reduced and is no longer considered significant. Further information
on the significant accounting policies that have been applied and critical judgements and estimates that the directors have made
can be found on page 159.
Issue
Basis of assurance
Conclusion
Contract revenue, margin, receivables and payables
The recognition of revenue and margin on contracts in
the financial statements, and the associated contract
receivables and payables, requires management to make
judgements and estimates.
In addition to receiving updates on the key
contract issues at Board meetings, where
management identifies any significant differences
in contract valuations with either clients or
suppliers, the committee reviewed the status
of the issues at each audit committee meeting.
Based on its review and discussions
with the management team, internal
audit and the external auditor,
the committee concluded that the
treatment of contract revenue, margin,
receivables and payables in the
financial statements is appropriate.
Impairment of goodwill
The Group is required to test goodwill for impairment
annually. This test involves a value-in-use model that
includes estimates of future cash forecasts, growth rates
and an appropriate weighted average cost of capital.
The value of goodwill is supported by a value-
in-use model prepared by the management
team. This is based on cash flows extracted
from the Group budget, which have both been
approved by the Board. The committee reviewed
and challenged the management team on the
assumptions used in the value-in-use model.
Based on its review and discussion
with the management team and the
external auditor, the committee was
satisfied that the value of goodwill is
appropriate.
Viability and going concern assessment
To carry out a review of the viability of the business
and appropriateness of the going concern basis of
preparation, management prepares a model based on
its budget for the next three years. The model includes a
number of assumptions and sensitivities.
To satisfy itself that the Group has adequate
resources to continue in operation for the
foreseeable future and that there are no material
uncertainties in respect of the Group’s ability
to continue as a going concern, the committee
considered the Group’s viability statement, cash
forecasts and available borrowing facilities. It
challenged management’s assumptions and
discussed the sensitivities to risks that could
reasonably impact the future operating results.
Based on its review and discussion
with the management team and
the external auditor, the committee
recommended to the Board the
adoption of the going concern
statement and the viability statement
for inclusion in the annual report.
The committee believes that the significant accounting matters have been properly recorded in the Company’s books and records
and appropriately accounted for in the 2024 financial statements.
To support the directors in making the going concern and viability statements, the committee reviews the financial modelling
scenarios and reverse stress-testing conducted by management for the going concern assessment as well as the viability
assessment process undertaken in support of the long-term viability statement and the rationale behind the chosen three-year
time horizon (see pages 78 and 79 for further information).
As a result of its review, the committee confirmed it was happy with management’s processes, scenarios and modelling assumptions
applied for assessing going concern and long-term viability, and that the extreme downside and reverse stress-testing exercise
had not identified concerns for the Group.
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Annual Report 2024
Directors’ and corporate governance report
continued
Audit committee report
Fair, balanced and understandable assessment
As part of its year-end process, the committee conducted
a formal assessment of whether the annual report, taken as
a whole, was fair, balanced and understandable, taking into
consideration its review of drafts of the annual report and the
financial statements, together with: the views of the external
auditor and any significant issues raised by them; a paper
from the company secretary on the governance of the annual
report process, the approach to drafting, and a review of
content and messaging; and review and input from senior
executives and Company advisers.
Taking the above into account together with the committee’s
review of the financial statements, the committee
recommended and the Board confirmed that it could state
that the 2024 annual report, taken as a whole, is fair, balanced
and understandable and provides the information necessary
for users to assess the Company’s position, performance,
business model and strategy.
External audit
Tenure, independence and effectiveness
An important part of the committee’s role is to oversee the
Company’s relationship with the external auditor and to carry
out an annual assessment of its independence and objectivity,
taking into consideration relevant UK law, regulations, the
Ethical Standard and other professional requirements.
EY was appointed as the Company’s auditor from the 2021
financial year following a formal tender process conducted
in 2020 and Peter McIver became the lead audit partner.
Each year, to carry out its assessment, the committee reviews
and discusses the auditor’s disclosure of the policies and
safeguards it has in place to ensure its continued objectivity
and independence. These policies and safeguards include
limiting the nature of any non-audit services that the external
auditor may undertake; ensuring that key members of the
audit team rotate off the Company’s audit after a specific
period of time; and establishing an independent reporting line
from the external auditor to the audit committee. Members
of the committee meet with the external audit partner
individually at each of the meetings held during the year.
In 2024, the committee again met with the lead auditor
responsible for the audit of our Construction, Infrastructure
and Partnership Housing divisions. EY also provides the
committee with an overall assessment of independence and
confirmation that the objectivity and independence of the
audit engagement partner and audit engagement team have
not been compromised. As part of its assessment, EY discloses
any relationships that may be considered to bear upon its
objectivity and independence. Business relationships are
permitted if they are in the ordinary course of business,
conducted at arm’s length, and are not material to either party.
All contracts are subject to audit partner approval. During
the year, as in the previous year, Fit Out continued to
provide office fit out services to EY which were not material
to either party.
Following its review, the committee confirmed that it was
satisfied that EY continued to be independent and objective.
As part of its responsibility for assessing the ongoing
effectiveness and quality of the external audit, the committee
discussed the external audit plan at its meeting in August 2024
and reviewed progress against the audit plan at the meeting
in December 2024, noting the scope of work to be undertaken
and the key audit matters being addressed by the external
auditor at the time. The committee did not ask the external
auditor to look at any specific areas during the course of
conducting its audit other than those already identified as
part of the audit plan. There were no requests received from
shareholders for certain matters to be covered in the audit.
At the meeting prior to the announcement of the full-year
results, the committee reviewed the external auditor’s
fulfilment of the agreed audit plan and its work to test
management’s assumptions and estimates in relation to key
audit risk, as described in the independent auditor’s report
on pages 140 to 143.
The committee also reviewed the results of an evaluation
questionnaire on the external auditor and the audit process
completed by senior members of Group and divisional finance
teams. The questionnaire asked for feedback on EY in terms
of the quality of the service provided to meet the audit plan;
adequacy of its resources; and its communication and
interaction during the process. The questionnaire also sought
opinion on whether EY had demonstrated independence,
objectivity and professional scepticism when obtaining,
evaluating and challenging audit evidence, particularly in the
key areas of focus identified in the audit plan such as those
involving significant management judgements. See pages 140
to 143 for examples of matters on which EY challenged
management during the course of its audit.
The committee noted in its review the key conclusions
including: that the 2024 agreed audit plan had been met and
had incorporated and adequately addressed any changes
identified in perceived audit risks; that EY had been thorough
in the depth and robustness of their review and the handling
of key accounting judgements; and that overall feedback from
the key people involved was that EY had scored highly in all
key categories of scoring described above, reflecting a high
level of effectiveness in each area. As a result, the audit
committee was able to provide feedback to EY that it had
concluded that there were no issues with EY’s overall
effectiveness as auditor.
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Audit committee report
Policy on the auditor providing non-audit services
The Company’s policy on the engagement of the external
auditor for non-audit-related services, which was reviewed
and approved in 2024, complies with the FRC’s Revised Ethical
Standard and is available on our website. The policy is
designed to ensure that the provision of non-audit services
does not impair the external auditor’s independence or
objectivity or create a conflict of interest. The policy applies to
the Company and all its wholly owned subsidiaries. It provides
guidance on the type of work that is acceptable or prohibited
for the external auditor to undertake, and the process to be
followed for approval. The categories of services that are
prohibited are in line with legislation and include valuation
work and preparing accounting records and financial
statements. For other services not falling within the prohibited
services list, the external auditor is eligible for selection by the
Company provided that its skills and experience make it
competitive and the most appropriate supplier of these
services. Permitted services can be carried out by the external
auditor subject to the auditor providing its independence
assessment to the audit committee and pre-concurrence
being provided by the committee in accordance with the
policy. In addition, EY has its own safeguards in place to
confirm that non-audit work prohibited by the FRC’s Ethical
Standard is not provided to the Group.
The committee monitors compliance with the Company’s
policy throughout the year and confirms that, during 2024,
the committee approved a recurring subscription to EY Atlas
(a subscription-based product which gives clients access to
EY technical insights relating to accounting, financial reporting
and regulatory filing) of c.£5k per annum. No other fees for
non-audit services were incurred by EY during the year
(see note 3 on page 162).
Reappointment of external auditor
Having regard to the considerations referred to above, the
committee has satisfied itself that EY, the current external
auditor with responsibility for the 2024 financial year end,
remains independent and effective. As a result, following
recommendation from the committee, the Board will propose
the reappointment of EY as external auditor in a resolution
put to shareholders at the forthcoming AGM. The committee
confirms that their recommendation is free from influence by
a third party, and no contractual term of the kind mentioned
in Article 16(6) of the Audit Regulation has been imposed on
the Company.
Subject to the continuing independence and effectiveness
of EY as the external auditor or changes in legislation, the
committee does not anticipate putting the audit out for tender
until 2030 but will continue to monitor this annually to ensure
the timing for the audit tender remains appropriate. The
Company has complied with the Statutory Audit Services
Order 2014 for the year under review.
Risk management, internal audit
and internal controls
Risk review
At its meetings in August and December, the committee
carried out a robust assessment of the Company’s principal
and emerging risks.
As part of each review, the committee received a paper from
the Group head of audit and assurance which included: an
overview of the risk landscape and how it might impact our
strategy over the medium to longer term; the movements in
the Group and divisional risks during the period; a summary
of the controls and mitigations in place; and an overall
assessment of the status of each risk both before and
after mitigation.
To help assess whether our principal risks are changing and
remain within our appetite, the committee conducts deep
dives into key areas. In 2024, the deep dives focused on:
supply chain liquidity
(see principal risk E, page 57), the
committee noting that this risk had increased during the
year due to industry failures and that it was important for
the divisions to remain vigilant;
the effect of the economy on our residential portfolio
(see
principal risk B, page 54), noting that while cost pressures
were continuing to challenge the viability of some schemes,
we have flexibility in our models to work through issues and
seek alternative funding;
latent defects
(see principal risk I, page 60), the committee
noting that this risk had reduced due to progress with
remediation of building safety issues and a reduction in
the likelihood of new issues arising, and agreeing to keep
the Group’s mitigating actions under review to ensure they
remain appropriate; and
emerging risks
(see page 62), including longer-term
potential scenarios that require monitoring.
Following its assessment at the year end, the committee
noted that during 2024 our overall risk profile had stabilised,
influenced by more resilient macro and consumer finances,
easing of inflation and reduced cost-of-living pressures on
households and businesses. The committee concluded
that while some uncertainty continues, our risk profile
has remained stable primarily because our markets are
predominantly in the public and regulatory sectors.
The committee regards these sectors to be structurally secure
and noted that they include recent government commitments
to critical construction and infrastructure such as affordable
housing and regeneration which align to the Group’s strategy.
More detail on challenges in our markets and how we are
mitigating them can be found in our market conditions section
on page 16 and in our managing risk section on pages 54 and
57 (principal risks A, B and E respectively).
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Morgan Sindall Group plc
Annual Report 2024
Internal controls
Directors’ and corporate governance report
continued
Audit committee report
Our continued focus on cash and our robust working capital
management are reflected in our strong cash position and
balance sheet, which support us in long-term decision-making
and selecting the right projects that match our risk appetite,
particularly in any declining markets.
The committee reviewed the Group’s risks in August and
December to facilitate the Board’s discussion of whether our
risk appetite remains appropriate (see page 91). At the Board’s
request, the committee took into account the change in
government and in particular any changes to net risk levels
following the Autumn Budget.
Review of internal audit and risk management
and internal control framework
The internal audit function is managed by the Group head
of audit and assurance, who oversees the divisional heads
of internal audit and assists with risk management.
Internal audit conducts its work in line with the Internal
Audit Charter, which has been drafted in accordance with
the recommendations of the Institute of Internal Auditors.
The internal audit function is appointed by the Board to
facilitate the committee’s monitoring and review of the
effectiveness of our risk management and internal
control framework.
Internal controls are a system of processes, activities and
methods that mitigate the risks threatening an organisation’s
ability to achieve its strategic objectives. Our key internal
controls are described in the panel to the right.
We perform internal audits across a broad range of areas,
giving the committee assurance that our key internal controls
are logically designed, fit for purpose and operating effectively
with consistency and reliability. Each internal audit includes a
subjective assessment of culture, supplemented by a rolling
programme of peer group project reviews (overseen by
internal audit) in Partnership Housing, Construction and
Infrastructure. In addition, throughout the year internal audit
engages with colleagues in the functions of health, safety and
environment, IT and cyber security, legal, company secretariat,
finance, tax and treasury, business improvement and HR to
gain insight into the Group’s performance in these areas.
In 2024, the committee received an update on the progress
of Property Services’ business remediation plan. It noted that
key improvements had been made to the division’s internal
controls including a revised financial control matrix and
stricter controls around work winning.
Financial
Financial reporting system
– to ensure the effective
safeguarding of assets, proper recognition of liabilities
and accurate reporting of profits: a comprehensive
budgeting and forecasting system, regularly reviewed
and updated; a management reporting system,
including monthly divisional reports to the Board;
and financial reviews in the annual internal audit
plan to validate the integrity of divisional
management accounts.
Investment and capital expenditure
– detailed
procedures and defined levels of authority,
depending on the value and nature of the investment
or contract, in relation to corporate transactions,
investment, capital expenditure, significant cost
commitments and asset disposals.
Working capital
– continual monitoring of current and
forecast cash and working capital balances through a
regime of daily and monthly reporting.
Operational
Group structure
– divisional boards, with certain
key functions such as tax, treasury, internal audit,
IT, pensions and insurance retained at Group level,
and a system of delegated authorities to ensure
that decisions are made at the appropriate level
(see risk governance framework on page 52).
Tender, project selection and contract controls
tenders reviewed in detail with approval required at
relevant levels and at various stages from the start
of the bidding process through to contract award;
assessment of the financial standing of clients and key
subcontractors; and robust procedures to manage
ongoing contract risks, with monthly operational
reviews of each contract’s performance, including a
detailed appraisal of related commercial performance
via our cost and value process.
Compliance
Legal compliance
– monitored by divisional
commercial directors, HR managers and heads of
legal, and the Group commercial director and general
counsel; training provided on health and safety,
competition law, anti-bribery and corruption, and the
market abuse regulation.
ISO accreditation
– includes 9001 (quality), 14001
(environmental), 45001 (occupational health and
safety) and 27001 (information security management).
Corporate governance framework and Group
policies
– written guidance and policies (see pages 76
and 77 for more detail on our policies) at Group and
divisional levels.
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Audit committee report
In December each year, a draft annual internal audit plan
is submitted to the committee for its review and approval.
The plan is based on principal and other key divisional risks
and takes into account consultations with the divisions,
internal audit outcomes, key project metrics and
management requests.
The 2024 internal audit plan included 91 individual audits, of
which c.70% focused on operational activities. During the year,
114 audits were completed covering:
project activities
– cost and value assumptions, operational,
commercial, change management and risk (varying in scope
but covering Partnership Housing, Fit Out, Construction,
Infrastructure and Property Services);
development activities
– cost and value assumptions,
approvals, risks, capital structuring, partner performance,
funding, programme, return on capital, profit and sales
(Partnership Housing, Mixed Use Partnerships);
key financial controls
– cash, debt, Construction Industry
Scheme tax compliance, payroll, payment and consolidated
reporting (selected divisions);
work winning
– selectivity, pipeline quality, bidding and bid
risk management (selected divisions); and
other areas of focus
– including supply chain, cyber security
and IT, business continuity, anti-bribery, climate, work
winning, Building Safety Act, HR and payroll processes,
procurement, fraud management, sales and marketing,
customer care, and Enterprise finance tool access
management (in selected divisions or areas).
At its December meeting, the committee reviewed and
approved the 2025 internal audit plan as set out below.
The internal audit plan continues to follow a similar pattern
to prior years with reviews focused largely on areas of the
business warranted in terms of risk and/or materiality and
includes 95 separate audits including a high proportion of
‘material controls’ coverage as in previous years, with a
particular focus on:
selected projects
– procurement, cost value reconciliation,
margin, programme, risk, contingency, change, and health
and safety;
selected developments
– approvals, capital expenditure,
viability, risk, structure, funding, schedule, sales, pace
and returns;
financial/non-financial controls
– treasury, human capital,
health and safety, anti-money laundering and payroll;
work winning
– selectivity, pipeline quality, bidding and bid
risk management;
cyber security
– various reviews by the internal audit team
plus an extensive plan that includes ISO 27001 and Cyber
Essentials Plus certifications; and
other
– procurement, anti-bribery management system,
right-to-work, build quality, sales and marketing, ESG,
customer care and IT.
In addition to the above audit plan activities, the internal audit
team independently monitors Construction’s and
Infrastructure’s pipelines and commercial metrics on key live
construction projects, conducting a significant number of
additional site visits. This provides internal audit and the Board
with a greater understanding of our performance across a
broad portfolio of work.
To assist the committee in reviewing the effectiveness of the
Group’s internal control framework, the Group head of audit
and assurance submits an internal audit report as part of the
meeting papers and is invited to the meetings to discuss it.
The report details:
progress made against the internal audit plan, i.e. the
number of audits conducted compared with the number
scheduled; comprehensive coverage of each audit,
highlighting any significant findings; and a formal rating of
effectiveness based on whether the audit had identified
any issues;
recommendations for improvements to the internal
controls framework, with timescales for completion; and
the implementation stage for recommendations
(i.e. not due, overdue, high priority or overdue) to give the
committee the opportunity to request more information
on any areas of concern it believes require greater scrutiny.
The Group head of audit and assurance also discusses with
the committee whether the internal auditors, having
conducted their audits, are satisfied that the internal controls
framework is operating effectively.
The committee has visibility over the effectiveness of internal
controls through the following additional mechanisms:
the Board’s access to senior managers, including the
Group commercial director, general counsel and company
secretary, Group IT director, and Group director of
procurement and sustainability;
a fraud log report that details all calls to the Raising
Concerns phone line, which is managed independently by
a third party. Follow-up investigations are conducted by the
general counsel and company secretary and/or internal
audit. The log is updated and distributed to the Board at
regular intervals throughout the year;
the Delegation and Limits of Authority Procedures which
enable the Board to see if the commercial projects under
consideration align with the Group’s strategic priorities;
health and safety incident reporting which gives the Board
oversight of how successfully we are complying with
working practices and procedures to prevent physical harm
to our workers and other stakeholders; and
discussions with the external auditor of their view of our
control environment and any observations made during
their audit.
In 2024, the processes described above together with internal
audit’s conclusions from the audits they had performed
during the year enabled the committee to conclude that we
have an effective risk management and internal control
framework in place.
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Annual Report 2024
Directors’ and corporate governance report
continued
Audit committee report
Preparations to comply with Provision 29
During the year, the committee reviewed the requirements
of the 2024 Code issued by the FRC in January 2024. It noted
that Provision 29, which comes into effect for accounting
periods starting on or after 1 January 2026, requires the
Board to explain how it has monitored and reviewed the
effectiveness of the risk management and internal control
framework and to provide a declaration on the effectiveness
of material controls as at the relevant balance sheet date.
In anticipation of Provision 29, the audit committee asked the
Group head of audit and assurance to consider what would be
required to enable the Board to provide the declaration.
Throughout 2024, the committee was given regular progress
updates on the preparations being made for these additional
requirements and exercised its scrutiny by interrogating the
approach being taken and the pace of progress.
Our preparation for compliance with Provision 29 has largely
been a continuation of work we have already been doing
in the divisions and at Group level, supported by a robust
internal audit plan. As part of the process of identifying
our material controls, we have expanded our risk and
control matrix, which is used as the basis for the divisional
self-assessment process, from looking solely at financial
controls to covering financial, operational, commercial,
ESG-related and fraud-related controls.
Following the work carried out this year, we can confirm that
our existing annual internal audit planning is already aligned
with the provisional list of material themes and controls
emerging from consultation with the divisions, meaning that
we will not have to make any significant change to our current
approach, although we will be refining this during 2025.
Independence and effectiveness
The internal audit function is subject to validation by
an independent, external organisation every five years.
The last external assessment was carried out by
Blackmores (UK) Ltd in 2021, with details disclosed in our 2021
annual report.
Each year, the committee assesses the effectiveness of the
internal audit function. In its 2024 internal assessment,
the committee:
met with the Group head of audit and assurance separately
without the executive directors present to discuss the
effectiveness of the internal audit function. No new matters
or issues were raised that had not already been reported
by the executive directors;
reviewed and assessed the internal audit plan;
reviewed whether necessary actions were being taken
promptly to address any failing or weakness identified
by internal control audits;
reviewed whether the causes of any failing or weakness
identified indicated poor decision-making, a need for
more extensive monitoring or a need to reassess the
effectiveness of management’s ongoing processes; and
assessed the role and effectiveness of the internal audit
function in the overall context of the Company’s risk
management system and whether the function is able
to continue to meet the needs of the Group.
The results of the latest assessment were reviewed by the
committee in December 2024, and it was satisfied that:
the internal audit and internal controls were operating
effectively;
the small number of improvement opportunities identified
by internal audit during the course of the 2024 audit were
being addressed and implemented effectively;
the internal audit team was adequately staffed and
remained independent;
the risk to the audit team’s independence and objectivity
was low; and
preparations for Provision 29 were being addressed
adequately by the Group.
Looking ahead
In 2025, the committee will give particular attention to:
the integrity of our financial reporting, including a focus
on the smaller divisions; and
risk management and internal controls, in particular
continued preparation for compliance with the Economic
Crime and Transparency Act in the area of fraud and
Provision 29 of the 2024 Code.
Sharon Fennessy
Chair of the audit committee
25 February 2025
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The quick read...
Reviewed safety performance and wellbeing support
Received presentations on our performance against
our Total Commitments targets
Monitored our progress to achieving our 2030 and
2045 net zero carbon targets
Received an update on our social value initiatives
Key responsibilities:
Reviewing the Group’s responsible business strategy,
targets, risk exposure and performance against
our Total Commitments
Monitoring how our governance, skills and resources
are used to ensure compliance with our Group
policies and applicable law and regulations
Receiving regular reports on safety performance and
reviewing key issues arising and the impact of our
operations on the health and wellbeing of employees
Monitoring our performance against external
responsible business rating standards
The committee’s full role and responsibilities are set out in its terms
of reference, which were reviewed by the committee and approved
by the Board in December 2024 and are available on our website.
I am pleased to present the
report of the responsible
business committee for 2024.
Mark Robson
Chair
Responsible business
committee report
Committee composition and
performance review
The committee’s membership is shown in the table opposite.
Mark Robson was appointed chair of the committee on
1 September 2024. The committee invites the chief financial
officer to attend each meeting and other members of senior
management to attend all or part of meetings, as and when
appropriate. An external review of the committee’s
performance took place in 2023 and an internal performance
review was planned for 2024. However, it was decided to defer
the internal performance review to 2025 to give the newly
appointed chair time to review the work of the committee.
Members
1
Member
since
Attended/
scheduled
Mark Robson (chair)
2
2024
1/3
Michael Findlay
3
2024
2/3
Malcolm Cooper
4
2017
2/3
1
Biographies of members are set out on pages 86 and 87.
2
Mark Robson was appointed as chair on 1 September 2024.
3
Michael Findlay was appointed as a formal member of the committee
from 1 January 2024. He was unable to attend the responsible business
committee meeting in February due to a prior commitment.
4
Malcolm Cooper stepped down from the Board on 31 August 2024.
Key activities during the year
The committee assists the Board in its oversight of our ESG
strategy to ensure that we make progress on delivering our
Total Commitments (see pages 38 to 51). During 2024,
the committee continued to review:
our safety performance, to ensure that we are driving
towards our goal of zero incidents and that we have a clear
strategic plan in place to address any issues that arise;
the Group health and safety framework, to ensure it
remains focused on the right objectives;
the divisions’ activities to support their employees’ physical
and mental wellbeing;
progress made on our commitments to improving the
environment, working together with our supply chain,
and enhancing communities; and
the ESG regulatory reporting landscape and emerging
reporting requirements.
The nomination committee reviews the Group’s performance
in developing our people, the Board reviews divisional
progress on improving equality, diversity and inclusion (EDI),
and the audit committee reviews climate-related risks
and opportunities.
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Responsible business committee report
Safety performance
The committee supports the Board by conducting deep dives
into various aspects of safety, such as high-potential incidents
and accidents reported under the Reporting of Injuries,
Diseases and Dangerous Occurrences Regulations 2013
(RIDDORs), to ensure management’s investigations and
actions remain appropriate. The Group commercial director
is invited to attend each committee meeting and provides
a report containing a detailed update on the Group’s safety
performance and the actions we are taking.
The committee also reviews follow-up actions to any
whistleblowing reports relating to health and safety
(2024: aside from drug/alcohol misuse allegations which are
reviewed by the Board as part of its biannual whistleblowing
review, the committee reviewed one report that had been
addressed in relation to an allegation that a near-miss event
had occurred but had not been recorded in either the
divisional records or the Group’s safety tracker in accordance
with the Group’s policy).
At its February 2024 meeting, representatives from our
Construction division demonstrated the immersive learning
experience being rolled out across its regions. This included
two films, one on working at height and correctly tethering
tools to prevent them from being dropped, and the other
addressing the interface between plant and people. To date,
the training has been delivered to c.1,300 people including
supply chain members, and in response to positive feedback
from attendees, Construction developed two further sessions,
on fire safety and buried services, which were launched in
January 2025.
The committee approved refreshed objectives for our Group
health and safety framework: early engagement on health
and safety in the design and preconstruction stages; to be
a learning organisation by strengthening our corporate
memory; and engaging with our supply chain to improve
health and safety performance.
Following this, our Group protecting people forum agreed
four Group-wide ‘leading indicators’ where the divisions have
created a collective, proactive and strengthened approach
which we firmly believe will lead to improvement in our
‘lagging indicators’ moving forward. Furthermore, the divisions
have also developed a way of assessing compliance with these
leading indicators to ensure we focus on positive interventions
and sharing best practice.
As at the year end, the committee agreed that:
while we have seen an improvement in the number of
reportable incidents compared to prior years, we need
to remain vigilant;
the increasing numbers of high-potential incidents being
reported and positive interventions being recorded indicate
a positive health and safety culture where corrective actions
are being taken and lessons being shared across the
divisions; and
it would invite representatives from the Group protecting
people forum to conduct an in-depth review into initial
findings and observations following the roll-out of the
agreed leading indicators, and present to the committee
at its meeting in February 2025.
Physical and mental wellbeing
As part of our EDI strategy, it is important that we create an
inclusive culture where people feel safe being themselves
at work without fear of judgement. In addition, we arrange
activities and provide resources to support our employees’
mental, financial and physical wellbeing to enable them to be
productive and effective, and to thrive. In June, the committee
reviewed a report from each division detailing the activities
it had undertaken since its last review in June 2023 to
promote wellbeing.
Following its review, the committee noted that:
supplementary to Group-wide employee benefits, all
divisions were continuing to develop their own strategies
to provide a wide range of health and wellbeing support,
taking into consideration feedback received from
employees; and
the divisions were working to raise awareness of the
support available and promoting an environment in which
positive behaviours prevent any potential physical and
psychological harm.
Climate change and improving the environment
Our Transition Plan, outlining the steps we will take in
the short to medium term to progress towards net zero,
was approved by the Board in August for publication on
our website. The Group director of procurement and
sustainability attended the committee meetings in June and
December to present an update on our actions to address
climate change, improve air quality and increase biodiversity.
The update covered:
the work being undertaken by the Group and the divisions
to identify opportunities to reduce our emissions;
the continued development of CarboniCa, our carbon
reduction tool, and its implementation across our projects;
waste management activities, including preparation being
made to comply with new legislation being introduced in
April 2025 for mandatory digital waste tracking to ensure
all waste movements are tracked in real time; and
the UK projects we have invested in to offset residual
carbon transparently and/or increase biodiversity net gain.
As a result of its review, the committee remained satisfied that
we are on a trajectory to achieve our 2030 and 2045 net zero
targets. It will continue to review our approach to improving
the environment and the initiatives being undertaken by
our divisions.
Supply chain
During the year, the committee reviewed the work we are
doing to maintain the longstanding relationships we have
with our supply chain partners. This included:
hosting our biannual collaboration event with our
supply chain;
growing our Morgan Sindall Supply Chain Family to maintain
stronger partner relationships;
continuing to track our performance in prompt payment
of suppliers;
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Responsible business committee report
working with our suppliers and subcontractors to improve
safety performance;
closely monitoring our suppliers’ resilience, as solvency
issues remain a concern; and
updating our Scope 3 emissions inventory across all 15
categories and continuing to work with suppliers to improve
their data collection and accuracy.
Enhancing communities
At the June and December committee meetings, our Group
director of procurement and sustainability reported on the
Group’s activities to deliver social, environmental and
economic value through our projects for the benefit of
the community.
During the year, we have continued to take a divisional
approach towards delivering social value across our projects
since the decentralised nature of our business and network
of offices across the UK means we are located in or near to
the communities in which we work. Project highlights from
across the Group cover community cohesion activities,
social mobility, economic resilience, environmental projects,
and ongoing partnerships with organisations across the UK.
The committee also looked at the tools we used to measure
social value and noted that, following the merger of the Social
Value Bank and Housing Association’s Charitable Trust tools
into the new Built Environment Bank (see page 50), our
divisions will use either the Built Environment Bank or the
Social Value Portal on their projects according to what their
client or partner prefers. The committee also noted that the
Built Environment Bank quantifies the impact of the project
on wellbeing in the community – an important metric for
assessing the social contribution our projects make to
local communities.
ESG reporting
The audit committee assists the Board in its review of the
Task Force on Climate-related Financial Disclosures (TCFD)
statement as shown on pages 63 to 72 of the strategic report.
The Group’s ESG reporting manager attended the December
meeting to provide the committee with:
an overview of emerging reporting requirements, regulatory
standards and voluntary frameworks;
an update on the Group’s TCFD statement and key
considerations for 2025 and beyond;
a summary of our performance with third-party ESG rating
agencies; and
updates on the Group’s key responsible business activities
during 2024.
The committee reviewed and discussed:
how the mandatory TCFD reporting requirements had
continued to be complied with in 2024. In particular, it noted
the work that had been carried out during the year to:
commence internal alignment to the International
Sustainability Standards Board’s (ISSB) IFRS S2
Climate-related Disclosure guidance ahead of the
release of the UK Sustainability Reporting Standards
in the first quarter of 2025;
evolve our scenario analysis processes to refine the inputs
and update our methodology in line with best practice; and
consolidate our climate-related risks and opportunities
and undertake physical risk assessments of a range of
risks including wildfire, flood, cyclone, heatwave, sea level
rises and water stress on our projects, and their potential
financial impact;
the preparations being made to report against UK
Sustainability Reporting Standards which will include the
ISSB’s IFRS S1 and S2;
upcoming mandatory and voluntary UK and EU regulatory
requirements (including the expected government
consultation on the proposed UK Green Taxonomy), their
implications for the Group and timelines for compliance; and
how the changes in regulation have affected the
methodologies being used by ESG rating agencies as they
align more closely to EU and UK standards.
As a result of its review, the committee concluded that:
in order to maximise opportunities for future growth,
it is essential that our disclosures keep pace with the
evolving developments in the ESG reporting landscape
while demonstrating ongoing progress against our
Total Commitments and science-based targets; and
we will continue to monitor our ESG performance scores
and engage proactively with the ESG rating agencies most
used by our top institutional shareholders, particularly as
the ESG reporting landscape and stakeholder expectations
continue to advance and mature.
Looking ahead
In 2025, the committee will focus in particular on the following:
continue to challenge the divisions to reduce the number
of RIDDORs, lost time incidents, high-potential incidents
and all accidents;
review the divisions’ continuing actions to help our
employees maintain their health and wellbeing;
monitor the Group’s ESG performance to ensure it
continues to support long-term performance;
review our performance against our Total Commitments
targets, including keeping abreast of the increasing and
varied demands from stakeholders in respect of ESG
as well as emerging regulations and shifting reporting
requirements; and
ensure continued improvement in the disclosure of our
material responsible business impacts, both in the quality of
information disclosed and across stakeholder engagement.
Mark Robson
Chair of the responsible business committee
25 February 2025
110
Morgan Sindall Group plc
Annual Report 2024
Directors’ remuneration report
Composition of the committee
The remuneration committee is composed solely of
independent non-executive directors: David Lowden,
Mark Robson and chair, Jen Tippin. Mark Robson joined
the committee on his appointment on 1 September
2024 and Kathy Quashie stepped down on 31 July 2024.
Details of the skills and experience of the committee
members can be found in their biographies on page 87.
I am pleased to present to you
the report from the remuneration
committee for 2024.
Jen Tippin
Chair
Remuneration
committee report
In a year of record financial results, with a strong
daily cash balance, impressive order book
and continued delivery of long-term value for
our stakeholders, the focus of the committee
has been to ensure that our remuneration
policy has operated as intended: driving high
performance linked to clearly defined goals that
are fundamental to our strategy.
On behalf of the committee, it is my pleasure to present the
remuneration report for the year ended 31 December 2024.
This report sets out how the Group pays its directors and
decisions made on their pay during 2024.
As part of the annual performance review of the Board,
a review of the committee concluded that the committee
continued to work effectively, with well-structured papers and
strong external advisers. It was agreed that the committee
would further develop its understanding of wider workforce
remuneration to gain more insight into people-related risks,
such as the recruitment, retention, attrition and engagement
of our people. We continue to engage with shareholders and
proxy agencies to enhance our existing relationships. We will
ensure that these actions are addressed in the work of the
committee in 2025.
This report complies with the requirements of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended
in 2013, the provisions of the 2018 UK Corporate Governance Code (the ‘Code’), the Companies (Miscellaneous Reporting) Regulations 2018, the Companies
(Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, and the Listing Rules.
The quick read...
Consulted with shareholders regarding the
application of the 2023 remuneration policy
Monitored remuneration market practices
Approved the 2024 and 2025 remuneration for
the Board chair, executive directors and senior
management team
Approved an increase to Kelly Gangotra’s 2025
Long-Term Incentive Plan (LTIP) opportunity
from 150% to 175% of salary to better align to
market median
Reviewed wider workforce remuneration and
the alignment of incentives and awards with the
Group’s purpose, culture and values
Set targets for the 2025 annual bonus and LTIP
and reviewed performance against targets for
the 2024 annual bonus and 2022 LTIP awards
In this report:
Remuneration updates for executive directors in 2024
(pages 112 to 114)
Our remuneration principles (page 112)
Remuneration committee governance (page 112)
Summary of the 2023 remuneration policy (page 117)
Annual remuneration report (pages 119 to 123)
Implementation of remuneration policy in the
following financial year (pages 129 and 130)
111
Governance
Directors’ remuneration report
continued
Remuneration committee report
Remuneration objectives and key responsibilities
As a committee we continue to drive a strong culture of pay in line with performance and shareholder experience. We are
committed to being open and transparent in our approach to executive remuneration and strive to keep remuneration
arrangements clear, consistent and simple to facilitate effective stakeholder scrutiny. Performance-related components of
remuneration form a significant portion of the total remuneration opportunity, with the maximum potential reward available only
through the achievement of stretching performance targets based on measures that the committee believes reflect the interests
of shareholders and wider stakeholders.
Our remuneration principles align with the requirements of the Code. They apply across the Group and are designed to drive the
behaviours and results required to support our strategy. They seek to ensure that remuneration:
helps retain and motivate executive directors of the calibre required to deliver the Group’s strategy;
aligns reward outcomes and value created for shareholders;
is appropriately competitive in the marketplace;
is clear and simple to enable transparency for all stakeholders; and
rewards value creation over the long term.
The extent of their responsibilities means executive directors are well paid, but the policy is designed to ensure that they are paid
appropriately in line with performance and market. Reference points such as the performance of the business during the financial
year in question and over the longer term, the ratio of the chief executive’s pay to the median pay for all employees, the policy for
wider workforce remuneration and the experience of our wider stakeholders are important to us, in addition to the use of
external benchmarking data when considering executive pay levels.
Our key responsibilities include:
ensuring our remuneration policy is designed to align with the Group’s purpose, values and culture and to encourage the
effective stewardship that is vital to delivering our strategy;
approving the design of all share incentive plans for approval by the Board and, where required, by shareholders;
reviewing wider workforce remuneration and policies and the alignment of incentives and awards with culture, and taking
these into consideration when setting the remuneration policy or determining remuneration for the executive directors;
ensuring the policy promotes long-term shareholdings by executive directors by ensuring share awards granted are released
on a phased basis and subject to a total vesting and holding period of five years;
setting the remuneration of the Board chair, executive directors and Group management team; and
ensuring our targets for remuneration are appropriately stretching and aligned to the Group’s strategy.
The committee’s full role and responsibilities are set out in its terms of reference which was last updated in December 2024 and
is available on our website.
Executive remuneration in context
The Group has delivered a strong set of results for 2024, despite the challenging macroenvironment, which reflects the quality
of the work we have won and our operational delivery.
2024
2023
2022
2021
Percentage change
2024 vs 2023
Revenue
£4,546.2m
£4,117.7m
£3,612.2m
£3,212.8m
10%
Profit before tax (PBT) adjusted*
£172.5m
£144.6m
£136.2m
£127.7m
19%
Average daily net cash
£374.2m
£281.7m
£256.3m
£291.4m
33%
Earnings per share (EPS) adjusted*
278.8p
247.7p
237.9p
226.0p
14%
Share price (end of year)
£39.00
£22.15
£15.30
£25.20
76%
*
See note 28 to the consolidated financial statements for alternative performance definitions and reconciliations.
112
Morgan Sindall Group plc
Annual Report 2024
Directors’ remuneration report
continued
Remuneration committee report
As a result of their performance in 2024, their market position
and future prospects, the medium-term targets for Mixed Use
Partnerships, Fit Out, Construction and Infrastructure have
been upgraded from February 2025. While recovery in the
housing market has been modest, Partnership Housing has
continued to grow its long-term partnerships with the public
sector. Property Services completed its business remediation
programme and is positioned to return to modest profit
in 2025.
The strength of our balance sheet and cash generation have
remained high priorities for the Board, enabling us to continue
to do the right thing for all stakeholders and ensure that we
select the right construction contracts and invest in long-term
partnership schemes that will secure future earnings.
Against this backdrop, the committee continues to strive
to ensure that executive remuneration remains aligned to
our strategy, external environment and the UK corporate
governance requirements.
Wider workforce remuneration
and engagement
Our divisions pay at or above the real living wage and two
divisions are accredited Living Wage Foundation employers.
The real living wage increases of c.5% as set out in October 2024
are being applied across the Group ahead of the April 2025
deadline. The average salary increase across the divisions
for 2025 is 5.6% which, as in 2024, is higher than the increase
applied to executive directors (see 2025 remuneration on
page 114). In 2024, 84% of employees received a bonus, with
an average bonus paid of £9,206.
The annual review of wider workforce remuneration
determined that the remuneration of the executive directors
and Group management team (GMT) is well aligned with the
rest of the Group with a consistent approach taken to fixed
pay (salary, benefits and pension). The key differences are pay
levels, the split between different elements of pay and the
metrics used to measure underlying performance. A much
higher proportion of remuneration for the executive directors
and GMT is performance related. The executive directors’
remuneration is also subject to various best practice features,
required by shareholders, such as bonus deferral and holding
periods for vested long-term incentive shares which would be
uncompetitive if applied to the wider employee population.
I, along with our company secretary, will be meeting with the
Group’s HR forum in 2025 to understand issues impacting
the wider workforce at a deeper level.
In respect of employee engagement, the Board continues to use
an alternative arrangement whereby each of the non-executives
and the chair take responsibility for engaging with employees
as part of their divisional meetings and site visits for the
strategy review each year. In addition, directors meet with c.90
employees at the senior management conference each year.
These meetings provide the directors with opportunities
for discussions with employees and individuals without the
executive directors or individuals’ managers present.
The directors have provided feedback to the Board
throughout the year on these engagements. Property Services
held its first management conference in the year and intends
to do so annually. To date no issues have arisen from
discussions with employees that would impact the principal
decisions of the Company. The meetings have confirmed that
employees feel engaged, that our Core Values are embedded
across the Group and there is openness and transparency in
our culture.
The divisions undertake a variety of employee engagement
activities which include employee surveys, conferences, forums
for gathering ideas and innovations, initiatives to clarify career
paths and improve conversations between employees and their
line managers, and efforts to improve people’s wellbeing and
increase social interaction between colleagues.
Changes to the executive team during the year
Steve Crummett stepped down as finance director and from
the Board on 7 May 2024. He remained an active employee of
the Company until 31 December 2024, working closely with his
successor to ensure a smooth transition while also continuing
to support the Company on specific legacy projects, and
therefore continued to receive base salary, pension and other
contractual benefits until the end of the financial year. As set
out in last year’s report, and reflecting his continued service
over the period, Steve was eligible to participate in the 2024
annual bonus and to receive a 2024 long-term incentive
award, details of which are set out in the relevant sections of
this report. Following committee consideration, recognising
his reason for leaving the company was by way of retirement,
Steve was treated as a ‘good leaver’ for the purposes of his
outstanding LTIP awards. Full details around the time
pro-rating and performance testing of these awards are set
out on page 122. He is subject to a post-exit shareholding
guideline in accordance with the policy.
Steve was succeeded by Kelly Gangotra who joined the
Board as chief financial officer with effect from 7 May 2024.
Details of, and the rationale for, Kelly’s starting remuneration
arrangements were set out in last year’s report but chiefly
comprised: a base salary of £490,475, a pension contribution
of 6% of salary, a maximum annual bonus opportunity of
150% of salary, and a 2024 LTIP award of 200% of salary
(reflecting a normal award of 150% of salary and a one-off
additional 50% of salary to compensate for awards forfeited
from her previous employer).
2024 remuneration outcomes
Reflecting a further set of record business results, the
executive directors will each receive a maximum bonus
payout for 2024, of which 33% will be deferred in shares
for three years. LTIP awards granted in 2022, which vest on
three-year performance to 31 December 2024 (two thirds
on EPS and one third on relative TSR), will vest at 100%.
The committee satisfied itself that these outcomes reflect
the excellent underlying performance of the business
over the relevant periods and applied no discretion in
their assessment.
113
Governance
Directors’ remuneration report
continued
Remuneration committee report
As it has for other awards in recent years, the committee
also considered the vesting value of the 2022 LTIP awards
in relation to guidance. 2022 LTIP awards were granted on
7 March 2022 using a share price of £22.94 while the fourth
quarter 2024 average share price used to calculate the
single figure of remuneration (see page 119) was £36.66.
The committee reviewed a number of relevant perspectives in
its deliberations, concluding that the gain through share price
appreciation for this award is not indicative of any windfall
gains. The committee will confirm this decision following the
actual vest date in March 2025.
2025 remuneration
Element of remuneration
Chief executive,
John Morgan
Chief financial
officer,
Kelly Gangotra
Salary increase
3.5%
3.5%
Annual bonus opportunity
150% of salary
150% of salary
Bonus deferral
33%
33%
LTIP award
200% of salary
175% of salary
Executive directors will each receive a 3.5% salary increase for
2025, which is below the average increase awarded across the
Group’s wider workforce. As noted in previous remuneration
reports, the committee recognises that the chief executive’s
salary continues to be materially below market levels and a
significant uplift is likely to be required in the medium to
longer term in the event of future succession.
The maximum bonus opportunity for 2025 will remain 150%
of salary for both executive directors and will continue to be
based wholly on adjusted profit before tax* (PBTA*). Full
details of the targets will be disclosed in next year’s report.
Of any bonus earned, 33% will be deferred in nil-cost share
options for three years.
For 2025, and in accordance with the remuneration policy
for executive directors, the LTIP award level for the chief
financial officer will be increased from 150% to 175% of salary.
In making this change, the committee took into account
Kelly’s strong performance since her appointment, including
her contribution towards a record set of results and
supporting a seamless transition within the finance function.
The committee considers that increasing the chief financial
officer’s LTIP opportunity will further reinforce shareholder
alignment, with the multi-year, performance-oriented nature
of the incentive rewarding delivery of the Group’s longer-term
strategy. Before finalising this change, the committee
reviewed an updated market benchmarking report from its
advisers noting that a 175% LTIP opportunity level would be
no higher than median against FTSE-listed sector and size
comparator groups, and would position the fair value of Kelly’s
overall remuneration around market median. The committee
also reviewed the Company’s continued strong track record of
performance throughout the year across a range of indicators.
In addition to the record results, it was noted, for example,
that the share price had risen significantly, while relative TSR
had been comfortably in the top quartile compared with the
constituents of the FTSE 250 Index and around upper quartile
among a group of relevant construction and housebuilding
sector peers. The chief executive will continue to receive an
LTIP award of 200% of salary.
Vesting of the LTIP award will continue to be based 67% on
EPS and 33% on relative TSR performance with any shares
that vest subject to a further two-year holding period. In
respect of the EPS metric, the performance range has been set
with reference to a number of internal and external reference
points, including the strong performance in 2024, broker
forecasts for the next three years, and typical growth rates in
our sector. Threshold vesting will require a 2027 EPS of 279p,
while full vesting will require a 2027 EPS of 340p. The vesting
level for achieving the threshold under the EPS metric will be
set at 25% of maximum, in line with the relative TSR measure
and typical market practice.
In respect of the LTIP TSR metric, full vesting will require
outperformance of 10% per year vs the constituents of the
FTSE 250 Index (excluding investment trusts), with threshold
vesting at median TSR. As a committee, we believe that the
stretch EPS and TSR targets are broadly equivalent to at least
an upper-quartile level of performance. Committee discretion
will be used at the time of vest, if necessary, to take into
account any windfall gains which arise over the vesting period.
Looking ahead
The 2026 AGM will mark the third anniversary of the adoption
of the current policy and in accordance with UK reporting
regulations, we will be required to submit a new policy to
shareholders for approval at this time. In line with our
approach for previous reviews, the committee is planning
to conduct a review of existing remuneration arrangements
during 2025, and will look to engage major investors to seek
their input in due course. The committee will continue to
monitor corporate governance and market practice
developments throughout the 2025 AGM season and will
consider the appropriateness of any emerging trends for
the Group.
In conclusion, the committee believes that, overall, we have
maintained a balanced and considered outcome in respect
of remuneration with a clear link between performance,
shareholder experience and reward.
I hope that we can rely on your vote in support of our
approach to remuneration at our AGM in 2025. If you would
like to discuss any aspect of this report, I would be happy
to hear from you. You can contact me through our
company secretary.
Jen Tippin
Chair of the remuneration committee
25 February 2025
*
See note 28 to the consolidated financial statements for alternative
performance measure definitions and reconciliations.
114
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Annual Report 2024
Directors’ remuneration report
continued
Remuneration at a glance
How executive director remuneration will be structured in 2025
Fixed pay
2025
2026
2027
2028
2029
2030
Salary
John Morgan: £636,486
(+3.5%)
Kelly Gangotra: £507,641
(+3.5%)
Pension
6% of base salary to a personal pension plan and/or as a cash
supplement
Benefits
Including travel allowance, private medical insurance, ill health
income assurance and life assurance
Annual bonus
2025
2026
2027
2028
2029
2030
Opportunity
John Morgan: 150% of salary
Kelly Gangotra: 150% of salary
Measures
100% PBTA*
One-year performance period
67% of any bonus earned paid in early 2026
33% of any bonus earned deferred for
three years
Deferral
33% of any bonus earned, for three years
LTIP
2025
2026
2027
2028
2029
2030
Opportunity
John Morgan: 200% of salary
Kelly Gangotra: 175% of salary
Measures
67% adjusted* EPS
33% relative TSR
Three-year performance period
Two-year holding period on any vested
shares
Time horizon
Three-year performance period
Vested shares subject to additional two-year holding period
Annual bonus outcome in 2024
Measure
Threshold 15% payout
On-target 50% payout
Maximum 100% payout
Payout
PBTA* 100% weighting
£128.7m
£143.0m
£157.3m
100.0%
Outturn: £172.5m
Total: 100.0%
LTIP outcome, 2022 award
Measure
Threshold 12.5%–25% payout
Stretch 100% payout
Payout
Adjusted* EPS 67% weighting
226.0p
259.0p
100.0%
Outturn: 278.8p
Relative TSR 33% weighting
Median
Median +10% p.a.
100.0%
Outturn: Median +27.1% p.a.
Total: 100.0%
115
Governance
Directors’ remuneration report
continued
The table below illustrates how remuneration policy and practice compare across the different groups of employees.
Salary
Benefits
Pension
Short-term incentive
Long-term incentive
Executive
directors
Basic salary levels
take into account
market-competitive
levels. Any increases
are normally in line
with those for the
wider workforce.
A range of market-
competitive benefits
are offered in line
with the wider
workforce.
Up to 6% of
salary employer
contribution to the
LifeSight master
trust (‘LifeSight’),
consistent with the
wider workforce
rate.
Annual bonus
plan linked
100% to Group
performance. 33%
of the total award is
deferred in nil-cost
options.
The LTIP is a
share award with
performance
linked to three-
year EPS and TSR
performance.
The executive
directors and Group
management team
are required to hold
shares equivalent to
200% and 100% of
salary respectively.
Group
management
team
Annual bonus plan
linked 100% to
divisional or Group
performance.
Senior
management
Divisional or
Group annual cash
bonus plan linked
to both business
and personal
performance.
Wider
workforce
Basic salary
levels are set in
line with market
requirements or
subject to industry-
wide working rule
agreements where
applicable.
Five of our
businesses pay
employees the
real living wage or
above. Construction
and Property
Services are Living
Wage Foundation
accredited
employers.
A range of market-
competitive benefits
are offered.
Individual benefits
received depend on
role and seniority.
Varies by division.
Typical employer
contribution of 6%
of salary. Monthly
paid employees are
offered LifeSight
and weekly
paid employees
are offered the
opportunity to join
the B&CE’s People’s
Pension. Both
plans are defined
contribution. Weekly
paid employees
are offered
contributions in line
with the industry
working rule
agreements.
Depending on
role, a proportion
of employees will
participate in their
divisional or the
Group annual cash
bonus plan linked
to a mix of business
and/or personal
performance.
Depending on role,
employees may be
invited to participate
in the Share Option
Plan (SOP). All
employees are
invited to participate
in the Save As You
Earn (SAYE) Plan.
Remuneration in practice
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Annual Report 2024
Directors’ remuneration report
continued
Summary remuneration policy
The current directors’ remuneration policy (‘the policy’) was approved by shareholders at the 2023 AGM and can be found in full
on pages 141 to 151 of the 2022 Annual Report and Accounts. A summary of the key terms of the policy is set out below for
information purposes.
Elements
Key terms
Base salary
Typically reviewed by the committee each year.
No prescribed maximum salary or increase. Salary increases for executive directors are set with reference to
market rates, taking into account individual performance, experience, Company performance and the pay
and conditions of other Group employees.
Pension
Employer pension contribution or cash alternative aligned with the rate offered to the majority of employees
(currently 6% of salary).
Benefits
Market-competitive benefits offering including travel allowance, private medical insurance, ill health income
assurance and life assurance.
Annual bonus
Maximum bonus opportunity of 150% of salary; target opportunity up to 50% of maximum.
Measures, weightings and targets are set annually by the committee, with at least 80% of the overall bonus
based on financial metrics (currently PBTA*).
At least 30% of any bonus earned is deferred in shares for a minimum of three years.
Malus and clawback provisions apply.
Long-Term
Incentive
Plan (LTIP)
Maximum award of 200% of salary.
Threshold performance pays out no more than 25% of maximum.
Vesting is subject to performance measured over at least three financial years.
Vested awards are typically subject to a mandatory two-year holding period.
Performance measures, weightings and targets are set by the committee ahead of each award to reinforce
the Company’s strategy. Measures will include relative TSR and EPS, with flexibility to introduce additional
measure(s) for up to one third of future awards.
Malus and clawback provisions apply.
SAYE
Tax-advantaged plan subject to prevailing HMRC limits and open to all employees.
Options are granted at a discount of up to 20%.
Non-
executive
director (NED)
fees
The chair receives an all-inclusive fee which is reviewed annually by the committee.
Fees for NEDs are reviewed annually by the Board.
NEDs receive a basic annual fee, with additional fees being paid to the senior independent director and to the
chairs of the committees.
Aggregate NED fees are limited by the Company’s Articles of Association.
Share
ownership
guidelines
Executive directors are expected to build and maintain shareholdings at a minimum specified level (currently
200% of basic salary) and must retain no less than 50% of the net of tax value of vested incentive awards until
this is achieved.
Post-
employment
shareholding
guidelines
Executive directors are required to maintain the lower of: a) their shareholding at the time of leaving the
business (excluding individually purchased shares); and (b) 200% of salary (the current in-post shareholding
guideline) for 12 months after stepping down from the Board.
The required shareholding is reduced for the second 12 months after stepping down from the Board to the
lower of: a) their shareholding at the time of leaving the business (excluding individually purchased shares);
and (b) 100% of salary (i.e. half of the current in-post shareholding guideline).
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Directors’ remuneration report
continued
Summary remuneration policy
Service agreements
Executive directors
Executive directors have rolling service contracts that provide for 12 months’ notice on either side. There are no special provisions
that apply in the event of a change of control.
Date of service contract
John Morgan
20 February 2012
Kelly Gangotra
7 December 2023
The Company allows executive directors to hold external non-executive directorships, subject to the prior approval of the Board,
and to retain fees from these roles.
Non-executive directors
All non-executive directors have specific terms of engagement, being an initial period of three years which thereafter may be
extended by mutual consent, subject to the requirements for re-election, the UK Listing Rules of the Financial Conduct Authority (FCA)
and the relevant sections of the Companies Act 2006.
Appointment
commencement date
Month/year initial
three-year term was extended
Month/year second
three-year term was extended
Michael Findlay
3 October 2016
October 2019
October 2022
David Lowden
10 September 2018
September 2021
September 2024
Jen Tippin
1 March 2020
March 2023
Sharon Fennessy
1 January 2024
Mark Robson
1 September 2024
The non-executive directors are subject to annual re-election by shareholders.
118
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Annual Report 2024
Directors’ remuneration report
continued
Annual report on remuneration
This section provides details of how the remuneration policy was implemented during the financial year ended 31 December 2024
and planned implementation in 2025. The information provided in this section of the remuneration report which is subject to
audit has been highlighted.
Single total figures of remuneration (audited)
Executive directors
Fixed pay
Variable pay
Fees/basic
salary
£000
Benefits
3
£000
Pension
contributions
£000
Total fixed
pay
£000
Annual
bonuses
£000
Value of
long-term
incentives
4
£000
Total
variable pay
£000
Total
remuneration
£000
John Morgan
2024
615
28
37
680
922
1,350
2,272
2,952
2023
591
27
35
653
706
1,217
1,923
2,577
Kelly Gangotra
1
2024
322
17
19
358
483
0
483
841
Steve Crummett
2
2024
173
9
10
192
259
1,012
1,271
1,463
2023
472
26
28
525
563
971
1,534
2,060
Notes:
1
Kelly Gangotra joined the Board as chief financial officer on 7 May 2024.
2
Steve Crummett stepped down as finance director and from the Board on 7 May 2024 and remained employed with the Group until 31 December 2024.
Figures shown in the table relate to his service as an executive director until 7 May 2024 save that the value of long-term incentives reflects the full value
of his 2022 LTIP award.
3
Benefits relate to travel allowance, medical benefits, ill health income protection, employee assistance programme and life assurance.
4
As the market price on the date of vesting for the 2022 awards is currently unknown, the LTIP value shown is estimated using the average market value over
the last quarter of 2024 of £36.66. The 2023 comparative figures for the value of the long-term incentives and total remuneration have been revised from
last year’s report to reflect the actual share price used for the vesting and the value of dividend-equivalent shares awarded. Awards granted in 2021, which
vested based on performance to 31 December 2023, are valued using the mid-market closing price on 4 March 2024, the date prior to the date of vesting
(5 March 2024), of £22.80. (The mid-market closing share price on 5 March 2024 was £22.70.)
Annual cash bonus outturn (audited)
Annual bonus figures represent the full amount earned for 2024 with Kelly Gangotra’s bonus pro-rated to reflect her period of
service since joining the Board. Of the amounts shown, 33% will be deferred in nil-cost share options for three years. The table below
shows performance against PBTA* targets for 2024 representing 100% of the annual bonus potential.
Threshold
£m
(15% payout)
Target
£m
(50% payout)
Maximum
£m
(100% payout)
Actual
performance
£m
Payout,
percentage
of maximum
Group PBTA* full-year 2024
128.7
143.0
157.3
172.5
100%
119
Governance
Directors’ remuneration report
continued
Annual report on remuneration
LTIP – 2022 award outturn (audited)
LTIP awards granted in 2022 are due to vest on 7 March 2025. As set out in the table below, 100% of these awards are expected to vest.
Performance condition
Weighting
Threshold
(EPS: 12.5% vest,
TSR: 25% vest)
Stretch
(100% vest)
Actual
performance
Percentage
vesting
Adjusted* EPS in full-year 2024
67%
226.0p
259.0p
278.8p
100%
Relative TSR (vs FTSE 250 excluding
investment trusts)
33%
Median
Median + 10% p.a.
Median + 27.1% p.a.
outperformance
100%
Total vesting
100%
As the market price on the date of vesting is currently unknown, the values shown in the single-figure table are based on the
average market value over the last quarter of 2024 of £36.66, a 59.8% increase on the share price at the date of grant of £22.94.
Accordingly, 37.4% of the ‘value of long-term incentives’ figures shown in the single-figure table on page 119 is a result of share
price appreciation, amounting to c.£505,212 and c.£378,672 for John Morgan and Steve Crummett respectively. As noted earlier
in this report, the committee’s view is that the gain through share price appreciation is not indicative of any windfall gains and
therefore it has not exercised any discretion in respect of the achieved outcomes. The value of 2024 long-term incentives in the
single-figure table on page 119 does not include the value of any dividend-equivalent shares that may be due for the 2022 awards
on the date of vesting.
The net awards received (after the deduction of tax and National Insurance) will be subject to a two-year holding period in which
the director will not be able to sell the shares but will be entitled to receive dividends and vote on the shares. The shares will be
held in a share account for the individual and will be transferred to the individual at the end of the holding period.
Non-executive directors (audited)
Fees
£000
Taxable benefits
1
£000
Total
£000
2024
2023
2024
2023
2024
2023
Michael Findlay
220
199
220
199
Malcolm Cooper
2
52
75
52
75
Sharon Fennessy
3
68
7
75
David Lowden
72
65
72
65
Mark Robson
4
24
24
Jen Tippin
72
55
72
55
Kathy Quashie
5
35
54
35
54
Tracey Killen
6
n/a
64
n/a
n/a
64
1
Taxable benefits include taxable relevant travel and accommodation expenses for attending Board meetings and related business. Any value disclosed is
inclusive of tax arising on the expense, which is settled by the Company.
2
Malcolm Cooper stepped down as audit committee chair on 2 May 2024, and as chair of the responsible business committee and from the Board on
31 August 2024.
3
Sharon Fennessy was appointed to the Board on 1 January 2024 and as chair of the audit committee on 2 May 2024.
4
Mark Robson was appointed to the Board and as chair of the responsible business committee on 1 September 2024.
5
Kathy Quashie stepped down from the Board on 31 July 2024.
6
Tracey Killen stepped down from the Board on 31 December 2023.
The aggregate remuneration for executive and non-executive directors in 2024 was £3.44m (2023: £2.96m). Aggregate
remuneration comprises salary, fees, benefits, pension contributions and bonus payments.
120
Morgan Sindall Group plc
Annual Report 2024
Directors’ remuneration report
continued
Annual report on remuneration
Share awards granted during the year (audited)
LTIP
In 2024, LTIP awards were made to the executive directors which will vest subject to performance over the three financial years to
31 December 2026. Of these awards, 67% are subject to an EPS performance condition and 33% are subject to a TSR performance
condition, full details of which are included in last year’s annual report on remuneration.
Date of grant
Percentage
of salary
awarded
Five-day
average
share price at
date of grant
No. of
shares over
which award
was granted
Face value
of award
Percentage of awards
vesting at threshold
Performance period
John Morgan
4 March 2024
200%
£23.16
53,105
£1,229,912
16.7% (12.5% for
EPS element, 25%
for TSR element)
1 January 2024 to
31 December 2026
Steve Crummett
1
150%
31,766
£735,701
Kelly Gangotra
2
14 May 2024
150%
£24.22
30,376
£735,707
50%
10,125
£245,228
1
Steve Crummett’s award was subsequently pro-rated downwards to reflect his ‘good leaver’ status and the proportion of the period served. See page 122
for further details.
2
In addition to her normal award, Kelly Gangotra received an additional one-off award of 50% of salary to compensate for long-term incentives forfeited
from her previous employer.
The share prices used to calculate the awards at the date of grant were based on the average share price for the five dealing days
preceding the respective dates of grant. The closing share price on 4 March 2024 was £22.80 and the closing share price on
14 May 2024 was £24.30.
Deferred bonus share options
Of the annual bonus earned in 2023, 30% was deferred into nil-cost share options that will become exercisable three years from
the date of grant.
Date of grant
Percentage of
bonus earned
which was
deferred
Five-day average
share price at
date of grant
No. of
shares over
which award
was granted
Face value
of award
Date from which
options are
exercisable
John Morgan
4 March 2024
30%
£23.16
9,142
£211,729
4 March 2027
Steve Crummett
7,291
£168,860
121
Governance
Directors’ remuneration report
continued
Annual report on remuneration
Outstanding interests under share schemes (audited)
Details of the executive directors’ interests in long-term incentive awards as at 31 December 2024 and movements during the
year are as follows:
Performance shares
Date of
award
No. of
shares
outstanding
as at
1 January
2024
No. of
shares
awarded
No. of
dividend-
equivalent
shares
awarded
Total no.
of shares
vested
No. of
shares
lapsed
No. of
awards
outstanding
as at
31 December
2024
End of
performance
period
Date
awards
vest
John Morgan
5.3.2021
47,764
5,635
53,399
31.12.2023
5.3.2024
7.3.2022
36,823
36,823
31.12.2024
7.3.2025
3.3.2023
49,606
49,606
31.12.2025
3.3.2026
4.3.2024
53,105
53,105
31.12.2026
4.3.2027
Total
134,193
53,105
5,635
53,399
139,534
Steve Crummett
5.3.2021
38,086
4,493
42,579
31.12.2023
5.3.2024
7.3.2022
29,369
1,769
27,600
31.12.2024
7.3.2025
3.3.2023
39,564
15,415
24,149
31.12.2025
3.3.2026
4.3.2024
31,766
23,005
8,761
31.12.2026
4.3.2027
Total
107,019
31,766
4,493
42,579
40,189
60,510
Kelly Gangotra
14.5.2024
40,501
40,501
31.12.2026
14.5.2027
Total
40,501
40,501
Notes:
Steve Crummett’s unvested LTIP awards were pro-rated downwards to reflect his ‘good leaver’ status and the proportion of the relevant periods served.
See page 128 for further details.
Of the awards granted in 2021, 100% vested due to the EPS and TSR targets being achieved. The Group’s 2023 EPS was 247.7p, which resulted in 100% of
the EPS element of the award vesting. The Group also achieved a TSR of 20.8% per year, which exceeded the median of the comparator group by 21.5%
per year and resulted in 100% of the TSR element of the award vesting. The net awards received (after the deduction of tax and National Insurance) will be
subject to a two-year holding period in which the director will not be able to sell the shares but will be entitled to receive dividends and vote on the shares.
The shares will be released to the director at the end of the holding period.
Outstanding performance shares are subject to a point-to-point EPS growth target and a TSR performance condition.
122
Morgan Sindall Group plc
Annual Report 2024
Deferred bonus plan nil-cost options
Date of grant
No. of
options
outstanding
as at
1 January
2024
No. of
options
granted
No. of
dividend-
equivalent
shares
awarded
No. of
options
exercised
No. of
options
lapsed
No. of options
outstanding
as at
31 December
2024
Date from
which
exercisable
John Morgan
7.3.2022
8,937
8,937
7.3.2025
3.3.2023
11,811
11,811
3.3.2026
4.3.2024
9,142
9,142
4.3.2027
Total
20,748
9,142
29,890
Steve Crummett
7.3.2022
7,126
7,126
7.3.2025
3.3.2023
9,420
9,420
3.3.2026
4.3.2024
7,291
7,291
4.3.2027
Total
16,546
7,291
23,837
Notes:
Steve Crummett’s outstanding deferred bonus plan awards will continue to vest at the end of their respective three-year deferral periods. See page 128
for further details.
The mid-market price of a share on 31 December 2024 was £39.00 and the range during the year was £21.50 to £39.55.
No bonus was earned by the executive directors in respect of the 2020 financial year and, accordingly, no options were awarded under the deferred bonus
plan in 2021 and exercised in 2024.
Directors’ remuneration report
continued
Annual report on remuneration
123
Governance
Directors’ remuneration report
continued
Other disclosures
Remuneration committee meetings
The committee met on four occasions during the year. By invitation, the chair of the Board attended all meetings of the
committee and the chief executive attended three of the committee meetings. The company secretary acted as secretary to
the committee. The chief financial officer did not attend any of the committee meetings. No person was present during any
discussion relating to their own remuneration.
Over the course of the year, the committee received advice on remuneration matters from remuneration advisers Ellason LLP
(Ellason), who were appointed by the committee in 2021 following a competitive tender process. The committee has also relied
on information and advice provided by the company secretary and has consulted the chief executive (albeit not in relation to his
own remuneration). Ellason is a signatory of the Code of Conduct for Remuneration Consultants, details of which can be found
at remunerationconsultantsgroup.com, and the committee is satisfied that the advice it receives from Ellason is independent
and objective. The fees paid by the Company to Ellason during the financial year were £107,260 (2023: £67,905). Ellason also
provided advice to the Company on accounting for share awards but provided no other material services to the Company or
the Group.
Shareholder voting
At last year’s AGM held on 2 May 2024, the remuneration report (excluding the remuneration policy) for the year ended
31 December 2023 was approved by shareholders. The following table shows the results of the advisory vote on the 2023 annual
remuneration report as well as the results of the binding vote on the remuneration policy, which was last approved by
shareholders at the 2023 AGM.
Voting for
Voting against
Number of
shares
Percentage
Number of
shares
Percentage
Total
votes cast
Votes
withheld
1
Annual remuneration report
(2024 AGM)
32,557,310
90.45%
3,436,814
9.55%
35,994,124
470,412
Remuneration policy (2023 AGM)
27,256,102
77.81%
7,774,480
22.19%
35,030,582
3,534,665
1
Shareholders who have indicated that they wish to actively abstain from voting are counted as a vote withheld. A vote withheld is not a vote in law and is not
counted in the calculation of the proportion of votes cast ‘for’ and ‘against’ a resolution.
Dilution and share usage under employee share plans
Shares for the Company’s discretionary and all-employee share plans may be satisfied using either new issue shares or
market-purchased shares. Our present intention is to use market-purchased shares to satisfy awards granted under the LTIP
and SOP and new issue shares to satisfy options granted under the SAYE Plan. However, we retain the ability to use new issue
shares for the LTIP and SOP and may decide to do so up to the dilution limits specified in the Plan rules (currently 10% of issued
ordinary share capital for all-employee share plans over a 10-year period and, within this limit, no more than 5% of issued
ordinary share capital for executive or discretionary share plans). The outstanding level of dilution against these limits equates
to 8.72% (2023: 9.05%) of the current issued ordinary share capital under all-employee share plans, of which 0% relates to
discretionary share plans.
As at 31 December 2024, the Trust held 1,241,722 shares (2023: 1,124,215), which may be used to satisfy awards.
124
Morgan Sindall Group plc
Annual Report 2024
Directors’ remuneration report
continued
Other disclosures
Chief executive remuneration and performance graph
Historical TSR performance
The graph below shows the value to 31 December 2024 of £100 invested in the Company on 1 January 2015 compared with
the value of £100 invested in the FTSE All-Share Index and the FTSE All-Share Construction & Materials Index, these being indices
of which the Company has been a constituent over the period shown. The graph also shows the value of £100 invested in the
FTSE 250 Index (excluding investment trusts), the constituents of which are used for the purposes of the TSR element of the LTIP.
In all cases, the other points plotted are the values at intervening financial year ends.
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
Morgan Sindall
FTSE All-Share Index
FTSE 250 Index (excluding
investment trusts)
FTSE All-Share Construction
& Materials Index
Value of £100 invested at 31 December 2014
0
100
200
300
400
500
600
700
800
900
1,000
Historical pay vs performance
The graph below shows the TSR and PBTA* for the Company over the past 10 financial years.
The chief executive remuneration table provides a summary of the total remuneration received by the chief executive over the
past 10 years, including details of annual bonus payout and long-term incentive award vesting level in each year. The annual
bonus payout and long-term incentive award vesting level as a percentage of the maximum opportunity are also shown for each
of these years.
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Total remuneration £000
905
1,467
2,447
2,555
2,599
1,095
2,806
2,207
2,577
2,952
Annual bonus percentage of maximum
80
100
100
100
93
100
100
95
100
Long-term incentive award vesting
percentage of maximum share awards
62
100
100
100
43
100
100
100
100
Note: The 2023 total remuneration has been revised from last year’s report to reflect the actual share price used for the vesting and the value of
dividend-equivalent shares awarded under the 2014 LTIP (see page 119 for further information).
John Morgan single figure
of remuneration (£000)
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
£0
£1,000
£2,000
£3,000
£4,000
Morgan Sindall TSR
Morgan Sindall PBTA*
John Morgan single figure
TSR and PBTA* indexed to 100
as at 31 December 2014
0
100
200
300
400
500
600
700
800
900
1,000
125
Governance
Directors’ remuneration report
continued
Other disclosures
Chief executive pay ratio
Financial
year
Chief executive pay ratio
Calculation
methodology
P25
(lower
quartile)
P50
(median)
P75
(upper
quartile)
2024
B
65:1
45:1
31:1
2023
B
56:1
32:1
26:1
2022
B
47:1
34:1
20:1
2021
B
60:1
53:1
32:1
2020
B
30:1
22:1
15:1
2019
B
58:1
43:1
27:1
The lower-, median- and upper-quartile employees were
determined based on the hourly rate data as at 5 April 2024,
collected for the Group’s reporting under the gender pay gap
legislation (Option B). The gender pay gap data reviews the
pay of all UK employees. This calculation methodology was
chosen as the data was readily available from our work in
determining the gender pay gap. Furthermore, with our
decentralised business model and significant UK workforce,
calculating the single figure of remuneration for each
employee (Option A) would be prohibitively time-consuming
and expensive.
The committee has considered the pay data for the three
individuals identified and believes that it fairly reflects pay
at the relevant quartiles among our UK workforce. The three
individuals identified were full-time employees during the
year. No adjustments or assumptions were made by the
committee, with the total remuneration of these employees
calculated in accordance with the methodology used to
calculate the single figure of the chief executive for the 2024
financial year. The table below sets out the remuneration
details for the individuals identified.
Salary
Chief
executive
P25
P50
P75
Basic salary £k
615
33
53
72
Total annual pay
1
£k
1,602
46
66
95
Total pay
2
£k
2,952
46
66
95
1
Total annual pay includes, where applicable, basic salary, annual bonus,
pension, travel or car allowance and the cash value of employee benefits
received, such as death in service, private medical, group income
protection and employee assistance programme.
2
Total pay includes total annual pay plus the cash value of any long-term
incentives received under either the LTIP or the SOP.
The ratio of 45:1 is 41% higher than the median ratio of 32:1 in
2023, with this increase driven primarily by share price growth
over the 2022–24 long-term incentive vesting period.
None of the median employees in each quartile identified this
year received benefits under the Company’s long-term incentive
schemes. With a significant proportion of the pay of our chief
executive linked to the Company’s performance and share price
movements over the longer term, it is expected that the ratio
will depend substantially on long-term incentive outcomes each
year, and accordingly may fluctuate. The committee has
therefore also produced pay ratios for basic salary and total
annual pay as shown in the table below.
Ratio
P25
P50
P75
Basic salary
19:1
12:1
9:1
Total annual pay
1
35:1
24:1
17:1
Total pay
2
65:1
45:1
31:1
1
Total annual pay includes, where applicable, basic salary, annual bonus,
pension, travel or car allowance and the cash value of employee benefits
received, such as death in service, private medical, group income
protection and employee assistance programme.
2
Total pay includes total annual pay plus the cash value of any long-term
incentives received under either the LTIP or the SOP.
Relative importance of spend on pay
The table below shows pay for all employees compared with
other key financial indicators.
2024
2023
Change
Employee remuneration
£759.7m
£616.4m
23%
Basic earnings per share
(adjusted*)
278.8p
247.7p
14%
Dividends paid during
the year
£56.1m
£48.1m
17%
Employee headcount
1
8,242
7,689
7%
1
Employee headcount is the monthly average number of employees
on a full-time equivalent basis. More detail is set out in note 2 to the
consolidated financial statements.
Shareholding guidelines (audited)
Through participation in performance-linked share-based plans,
there is strong encouragement for senior executives to build
and maintain a significant shareholding in the business.
Shareholding guidelines are in place requiring the executive
directors to build and maintain a shareholding in the Company
equivalent to 200% of base salary. Until this threshold is
achieved, there is a requirement for executives to retain no less
than 50% of the net of tax value of vested incentive awards.
Percentage
of salary
required under
shareholding
guidelines
Percentage
of salary
held at
31 December
2024
John Morgan
200%
20,827%
Kelly Gangotra
200%
7.75%
As at the date of stepping down from the Board, Steve
Crummett’s equivalent shareholding was 860% of salary.
The share price used to value the shares as at 31 December 2024
was £39.00 (2023: £22.15).
126
Morgan Sindall Group plc
Annual Report 2024
Directors’ remuneration report
continued
Other disclosures
Percentage change in remuneration levels
The tables below show details of the percentage change in base salary, benefits and annual bonus for the chair, the executive and
non-executive directors over the past five financial years, compared with the average percentage change for other employees of
the Group over the same periods. Where relevant, data is shown on a full-time equivalent basis.
Percentage change in base salary/fees
2023–24
2022–23
2021–22
2020–21
2019–20
Chair
10.8%
5.0%
2.8%
7.4%
–2.3%
Chief executive
3.5%
5.0%
3.0%
7.4%
–2.1%
Finance director (Steve Crummett
1
)
3.5%
5.0%
3.0%
7.4%
–2.2%
Audit and responsible business committee chair (Malcolm Cooper
2
)
11.2%
5.0%
2.2%
6.8%
–3.7%
Senior independent director (David Lowden)
11.1%
5.0%
2.5%
7.0%
–3.4%
Remuneration Committee chair (Jen Tippin)
31.0%
6.4%
3.0%
8.5%
n/a
Kathy Quashie
3
11.1%
5.0%
3.0%
n/a
n/a
All employees
5.6%
2.7%
1.5%
2.6%
4.8%
Percentage change in benefits
2023–24
2022–23
2021–22
2020–21
2019–20
Chief executive
3.7%
0.2%
4.8%
2.4%
2.6%
Finance director (Steve Crummett
1
)
0.0%
0.0%
4.3%
3.2%
–0.2%
All employees
10.1%
4.7%
–2.8%
1.5%
8.0%
Percentage change in bonus
2023–24
2022–23
2021–22
2020–21
2019–20
Chief executive
30.6%
0.3%
3.1%
100%
100%
Finance director (Steve Crummett
1
)
30.6%
0.3%
3.0%
100%
100%
All employees
–6.1%
8.8%
–5.9%
50.6%
–9.1%
Non-executive directors are not eligible to participate in the annual bonus scheme and therefore no data is shown for them in the annual bonus table.
Similarly, non-executive directors have not received benefits from the Company in any of the years shown and therefore no data is shown for them in the
benefits table.
Sharon Fennessy was appointed to the Board on 1 January 2024 and as chair of the audit committee on 2 May 2024; Mark Robson was appointed to the
Board and as chair of the responsible business committee on 1 September 2024; and Kelly Gangotra joined the Board on 7 May 2024. With no percentage
changes to report, these Board members are not included in the base salary/fees table.
1
Steve Crummett stepped down from the Board on 7 May 2024.
2
Malcolm Cooper stepped down as audit committee chair on 2 May 2024, and as chair of the responsible business committee and from the Board on
31 August 2024.
3
Kathy Quashie stepped down from the Board on 31 July 2024.
Directors’ interests (audited)
The figures below set out the shareholdings beneficially owned by directors and their family interests at 31 December 2024.
31 December 2024
No. of shares
31 December 2023
No. of shares
Michael Findlay
4,173
4,173
John Morgan
3,284,113
3,556,225
Kelly Gangotra
975
n/a
Sharon Fennessy
650
n/a
David Lowden
4,000
4,000
Jen Tippin
1,000
1,000
Mark Robson
13,325
n/a
There have been no changes in the interests of the directors between 31 December 2024 and 24 February 2025.
127
Governance
External appointments
At the discretion of the Board, executive directors are allowed to act as non-executive directors of other companies and retain any
fees relating to those posts. Neither of the executive directors currently hold external appointments for which they are remunerated.
Leaver arrangements for Steve Crummett
Steve Crummett stepped down from the Board with effect from 7 May 2024. He remained an active employee until 31 December 2024
working closely with his successor to ensure a smooth transition while also continuing to support the Company on specific legacy
projects. As noted on page 113, the committee determined the remuneration arrangements for the outgoing finance director in line
with the approved policy, as follows:
Steve continued to receive base pay, pension and other contractual benefits until 31 December 2024. In addition to the amounts
included in the single figure table on page 119, Steve received a total of £355k in respect of these elements of remuneration paid
after stepping down as an executive director.
Steve was eligible to participate in the 2024 annual bonus with a maximum opportunity of 150% of salary. In addition to the
amount included in the single figure table on page 119, Steve received a bonus of £477k in respect of the period after stepping
down as an executive director. Of the total annual bonus earned by Steve in respect of the 2024 financial year, 33% will be
deferred in shares for three years.
Steve’s outstanding Deferred Bonus Plan shares granted in March 2022, March 2023 and March 2024 will continue to vest at the
end of the original deferral periods and be included in his post-employment shareholding requirement until 7 May 2026.
Reflecting his retirement, Steve was treated as a ‘good leaver’ in relation to all unvested LTIP awards, each of which will continue
to vest on the normal vesting dates subject to satisfaction of the applicable performance conditions and to time pro-rating
(as reflected in the table on page 122), and with release subject to a two-year post-vest holding period. The committee retains
full discretion and will, in advance of each vesting date, consider whether Steve remains a ‘good leaver’ or whether an alternative
treatment should apply.
Steve is subject to a post-employment shareholding guideline until 7 May 2026, in accordance with the policy.
Payments to past directors or for loss of office (audited)
Details of the leaver arrangements for Steve Crummett are detailed above. No other payments were made to past directors
during the year.
Directors’ remuneration report
continued
Other disclosures
128
Morgan Sindall Group plc
Annual Report 2024
Directors’ remuneration report
continued
Implementation of the remuneration policy for 2025
Base salaries
In setting the 2025 base salaries, the committee considered
the budgeted level of increases in base salary for senior
executives below Board level and the workforce generally,
which averaged 5.6%. The committee determined that the
base salaries for John Morgan and Kelly Gangotra should
increase by 3.5% with effect from 1 January 2025. In
confirming the salary increases, the committee took account
of the performance of each executive director and their
respective responsibilities and the positioning of their current
salaries relative to market competitors,
1
as detailed in the
chair’s statement above.
From
1 January
2025
£
From
1 January
2024
£
Increase
John Morgan
636,486
614,963
3.5%
Kelly Gangotra
507,641
490,475
3.5%
1
The Committee considers size-adjusted market data for construction,
engineering and housebuilding sector comparators (Babcock, Balfour
Beatty, Barratt, Bellway, Costain, Keller, Kier, Mitie, Persimmon, Taylor
Wimpey and Vistry), as well as market data for size comparators, drawn
from the FTSE on the basis of similarity to Morgan Sindall in terms of
market cap, revenue and number of employees.
Pension
The Company contributes up to 6% of base salary to a
personal pension plan and/or as a cash supplement. This is in
line with the maximum pension contribution for the employee
population. Consistent with all employees participating in the
LifeSight master trust, relevant executive directors may
exchange part of their gross salary and bonus awards in
return for pension contributions. Where additional pension
contributions are made through the salary exchange process,
the Company enhances the contributions by half of the saved
employer’s National Insurance contribution.
The majority of employees in the Group are entitled to a
Company pension contribution of up to 6% of basic salary if
they contribute 6% themselves. Senior employees within the
Group are entitled to a Company pension contribution of up
to 10% of basic salary.
Annual bonus
The maximum annual bonus potential for 2025 will be 150%
of base salary with 67% of any bonus earned paid in cash and
the remaining 33% deferred in nil-cost share options for three
years. To ensure that management is focused on the Group’s
financial performance in 2025, 100% of the bonus will
continue to be based on a PBTA* target range set in relation to
the Group budget. The annual bonus, including the deferred
shares, will be subject to malus and clawback provisions.
The targets for the forthcoming year are set in relation to the
Group budget, which is considered commercially sensitive.
For 2025, the bonus trigger point for the annual bonus will
be 95% and the maximum trigger point will be 110% of
budgeted PBTA*. Retrospective disclosure of the targets and
performance against them will be disclosed in next year’s
remuneration report.
Long-term incentives
The committee intends to make awards to the current
executive directors under the LTIP in March 2025.
The awards to be granted in 2025 will be over 200% of base
salary for the chief executive and 175% for the chief financial
officer. Consistent with prior years, two thirds of awards will
be based on an EPS performance target with the remaining
one third based on the Company’s TSR performance.
Threshold performance under each measure will deliver 25%
vesting, rising on a straight-line basis to full vesting for stretch
performance. Further details on the performance conditions
are set out below.
Net shares vesting under LTIP awards granted in 2025 will be
subject to a mandatory two-year holding period at the end
of the vesting period. All awards are subject to malus and
clawback provisions.
EPS performance condition (two thirds of award)
In order to set appropriate EPS targets for the 2025 cycle,
the committee considered a number of internal and external
reference points, broker forecasts for the Company and sector
peers over the next two to three years, and typical growth
rates in our sector. The threshold has been set at a 2027 EPS
of 279p and stretch of 340p. The committee is satisfied this
range is appropriately stretching given forecasts for the sector.
Vesting of the EPS component will be based on achievement
against this range in 2027 and will also be subject to review
by the remuneration committee to ensure vesting is
commensurate with underlying Company performance,
taking into account, for example, imposed tax changes.
TSR performance condition (one third of award)
TSR targets for 2024 awards will be expressed as an
outperformance of median as per the last three cycles.
The TSR comparator group will again be based on the
constituents of the FTSE 250 Index (excluding investment
trusts). Full vesting will require 10% per year outperformance
of comparator median, a level which remains broadly
equivalent to an upper-quartile level of difficulty.
Similarly to previous cycles, the committee retains overarching
discretion to override the formulaic outturn of the LTIP where
it believes the outcome is not truly reflective of performance,
or to adjust performance measures, targets and/or weightings
during the performance period under exceptional
circumstances. Any use of committee discretion with respect
to waiving or modifying performance conditions will be
disclosed in the relevant annual report.
129
Governance
Directors’ remuneration report
continued
Implementation of the remuneration policy for 2025
Fees for the non-executive directors
A further review of the non-executive director fees was
undertaken during 2024, resulting in increases for 2025 of
8.3% to help ensure the fees reflect the time commitment
of the roles and are competitive. The resulting fee levels,
summarised below, are now positioned broadly between
the median and upper quartile of the FTSE 250.
The committee determined that the chair’s fee for 2025 be
increased to £270,000 taking into account (i) the exceptional
contribution of Michael Findlay and his experience in the role;
(ii) the position of the Company within the upper quartile of
the FTSE 250; and (iii) the need to attract a new chair with
suitable skills and experience in 2025. The below-median level
position of the current fee vs relevant market comparators
was also taken into account and deemed that the fee should
be raised to between the median and upper quartile for the
FTSE 250. As Michael Findlay’s term as chair is coming to a
close, the Board has considered and recognised the need
for the chair’s fee to be increased to attract future talent
and the fee will not be increased further on the appointment
of Peter Harrison as Michael’s successor. The Board deemed
that the base fee for non-executive directors should also be
increased given the lower-quartile position of the current fees
vs relevant market comparators. The committee chair and
senior independent director fees were increased for 2025
which the Board deems appropriate to reflect the increasing
complexity and time commitment required of these roles and
noting the significant growth of the Company in 2024.
Accordingly, the annual fees from 1 January 2025 are as follows:
2025
£
2024
£
Increase
%
Chair
270,000
220,000
22.7
Non-executive directors
Base fee
65,000
60,000
8.3
Additional fees:
Audit committee chair
15,000
11,700
28.2
Responsible business
committee chair
15,000
11,700
28.2
Remuneration committee
chair
15,000
11,700
28.2
Senior independent
director
15,000
11,700
28.2
Non-executive directors do not receive pension contributions,
private medical insurance, group income protection insurance
or life assurance and do not participate in any short-term or
long-term incentive schemes.
This report was approved by the Board and signed on its
behalf by:
Jen Tippin
Chair of the remuneration committee
25 February 2025
130
Morgan Sindall Group plc
Annual Report 2024
Other statutory information
The directors have pleasure in submitting
the Group’s annual report, together with the
consolidated financial statements of the Group
for the year ended 31 December 2024.
The strategic report is presented on the inside front cover
to page 79 (inclusive). The directors’ report required
under the Act comprises the entire governance section on
pages 81 to 134) together with explanatory notes incorporated
by reference.
The Board has chosen, in accordance with section 414C (11)
of the Act, to include in the strategic report the following
information that it considers to be of strategic importance
that would otherwise be required to be disclosed in the
directors’ report:
an explanation of the steps the directors have taken to
foster the Company’s business relationships with suppliers,
customers and others (pages 11 to 13);
employment policies, employee consultation and
involvement (pages 76, 77 and 11);
disclosures concerning employment of disabled persons
(page 43);
additional details of the Group’s approach to diversity and
inclusion (page 43), and ESG disclosures (pages 38 to 51);
disclosures concerning GHG emissions, energy consumption,
energy-efficiency action and an intensity ratio appropriate
for our business (pages 44 to 47 and pages 73 and 74);
the likely future developments in the business of the Group
(pages 22 to 37);
detail on principal risks (pages 53 to 61); and
details of research and development activities (pages 22 to 51
and pages 63 to 74).
The management report as required by the FCA’s Disclosure
Guidance and Transparency Rules (Rule 4.1) comprises
the strategic report which includes the principal risks to
our business.
There were no significant events since the balance sheet date.
The Group does not operate any branches outside of the
United Kingdom.
The table below shows where to locate information required to
be disclosed under Rule 6.6.1R of the UK Listing Rules (UKLR):
UKLR
Relevant information
Page
6.6.1R(3)
Long-term incentive schemes
111 to 130
6.6.1R(11)
Dividend waiver by Employee
Benefit Trust
133
6.6.1R(12)
Shareholder waiver of future
dividends
133
Directors
Biographical details are shown earlier in the directors’ and
corporate governance report. The directors of the Company
who served during the year are shown on page 127 in the
remuneration report. Further details of the service
agreements and remuneration of the executive directors,
letters of appointment and fees of the non-executive directors,
and their interests in shares of the Company are also given in
the remuneration report.
The rules regarding the appointment and removal of directors
are contained in the Company’s Articles, the Code and the Act.
The Board may appoint a director, either to fill a vacancy or as
an addition to the existing Board, so long as the total number
of directors does not exceed the limit provided in the Articles.
At every AGM, all the directors at the date of the notice
convening the AGM must retire and offer themselves for
re-election. All the directors proposed for re-election at the
2025 AGM held office throughout the year. Kelly Gangotra was
appointed to the Board on 7 May 2024 and Mark Robson was
appointed to the Board on 1 September 2024 and they will be
offering themselves for election by shareholders.
Annual general meeting
The AGM of the Company will be held on 1 May 2025 at
10.00am at the offices of Morgan Sindall Group plc, Kent
House, 14–17 Market Place, London, W1W 8AJ. The Notice
of Meeting is available to view on the Company’s website
in the investors section.
Powers of directors
Subject to the Articles, the Act and any directions given by the
Company by special resolution, the business of the Company
will be managed by the Board who may exercise all the
powers of the Company, whether relating to the management
of the business or not. In particular, the Board may exercise all
the powers of the Company to borrow money, to mortgage or
charge any of its undertakings, property, assets (present and
future) and uncalled capital, to issue debentures and other
securities, and to give security for any debt, liability or
obligation of the Company or of any third party.
Directors’ indemnities
The Articles entitle the directors of the Company to be
indemnified, to the extent permitted by the Act and any other
applicable legislation, out of the assets of the Company in
the event that they suffer any loss or incur any liability in
connection with the execution of their duties as directors.
Neither the indemnity nor any applicable insurance provides
cover in the event that a director (or officer or company
secretary as the case may be) is proved to have acted
fraudulently or dishonestly.
In addition, and in common with many other companies, the
Company had during the year, and continues to have in place,
appropriate directors’ and officers’ liability insurance in favour
of its directors and other officers in respect of certain losses
or liabilities to which they may be exposed due to their office.
131
Governance
Other statutory information
continued
The Company has also indemnified each Board director and
certain directors of its Group companies to the extent permitted
by law against any liability incurred in relation to acts or omissions
arising in the ordinary course of their duties. The indemnity
arrangements are categorised as qualifying third-party indemnity
provisions under the Act and will continue in force for the
purposes of the Act and for the benefit of directors (or officers or
company secretary as the case may be) on an ongoing basis. The
Company also had, and continues to have in place, a pension
trustee liability insurance policy in favour of the trustees of the
former Morgan Sindall Retirement Savings Plan in respect of
certain losses or liabilities to which they may be exposed due
to their office. This constitutes a ‘qualifying pension scheme
indemnity provision’ for the purposes of the Act.
Articles of Association
The Company’s constitution, known as ‘the Articles’, is
essentially a contract between the Company and its
shareholders, governing many aspects of the management
of the Company. The Articles may be amended in accordance
with the provisions of the Act by way of special resolution by
the Company’s shareholders. No changes to the Articles are
being proposed at this year’s AGM.
Capital structure
During the year, 646,695 ordinary shares were allotted to satisfy
amounts under the Group’s Save As You Earn Plan.
As at 31 December 2024, the issued share capital totalled
48,004,421 ordinary shares of 5p each. Further details of the
issued share capital are shown in note 21 to the consolidated
financial statements.
Power to issue and allot shares
At each AGM, the Board seeks authorisation from its
shareholders to allot shares. The directors were granted
authority at the AGM on 2 May 2024 to allot relevant securities
up to an aggregate nominal amount of £789,337.05. That
authority will apply until the conclusion of this year’s AGM or
close of business on 2 August 2025, whichever is the earlier,
and a resolution to renew the authority will be proposed at
this year’s AGM, as explained further in the Notice of Meeting
to shareholders accompanying this annual report.
Special resolutions will also be proposed to renew the
directors’ power to make non-pre-emptive issues for cash,
as explained in the Notice of Meeting to shareholders
accompanying this annual report. The Board confirms that
the Company has not used this authority in the past three
years and there are no immediate plans to make use of
this provision.
Rights and obligations attaching to shares
Subject to applicable statutes, shares may be issued with
such rights and restrictions as the Company may by ordinary
resolution decide or (if there is no such resolution or so far as
it does not make specific provision) as the Board may decide
as set out in the Company’s Articles. Subject to the Articles, the
Act and other shareholders’ rights, unissued shares are at the
disposal of the Board.
Subject to the Act, if at any time the share capital of the
Company is divided into different classes of shares, the rights
attached to any class of shares may be varied with the written
consent of the holders of not less than 75% in nominal value
of the issued shares of that class (calculated excluding any
shares held as treasury shares), or with the sanction of a
special resolution passed at a separate general meeting of the
holders of those shares.
The rights conferred upon the holders of any shares shall not,
unless otherwise expressly provided in the rights attaching to
those shares, be deemed to be varied by the creation or issue
of further shares ranking pari passu with them.
Voting
Subject to any other provisions of the Articles, every member
present in person or by proxy at a general meeting has, upon
a show of hands, one vote and, upon a poll, one vote for every
share held by them. In the case of joint holders of a share,
the vote of the senior holder who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders and, for this purpose, seniority
shall be determined by the order in which the names stand
in the register of members in respect of the joint holding
(the first-named being the most senior).
No member shall be entitled to vote at any general meeting
in respect of any share held by them if any call or other sum
then payable by them in respect of that share remains
unpaid or if a member has been served with a restriction
notice (as defined in the Articles) after failure to provide the
Company with information concerning interests in those
shares required to be provided under the Act.
No person has any special rights of control over the
Company’s share capital and the directors are not aware of
any agreements between holders of shares which may result
in restrictions on voting rights.
Restrictions on transfer of shares
There are no restrictions on the transfer of securities in the
Company, except:
that certain restrictions may, from time to time, be imposed
by laws and regulations (e.g. insider trading laws); and
pursuant to the Listing Rules of the FCA whereby certain
employees of the Company require prior approval to deal
in the Company’s shares.
The Company is not aware of any agreements between
holders of securities that may result in restrictions on the
transfer of securities or voting rights.
Purchase of own shares
At the AGM on 2 May 2024, a resolution was passed giving
the directors authority to make market purchases of
Company shares up to 4,736,022 shares of 5p each at a
maximum price based on the market price of a share at the
relevant time, as set out in the resolution. No purchases of
shares were made during the year pursuant to this authority.
132
Morgan Sindall Group plc
Annual Report 2024
Other statutory information
continued
The authority expires on the date of this year’s AGM or close
of business on 2 August 2025, whichever is earlier. A resolution
to renew this authority will be proposed at this year’s AGM,
as explained further in the Notice of Meeting to shareholders
accompanying this annual report.
Dividends and distributions
The Company may, by ordinary resolution, from time to time,
declare dividends not exceeding the amount recommended
by the Board. Subject to the Act, the Board may pay interim
dividends, and also any fixed-rate dividend, whenever the
financial position of the Company, in the opinion of the Board,
having reviewed the level of distributable reserves, justifies
its payment. The Company’s capital allocation framework
(see pages 20 and 21) is designed to balance the needs of
all our stakeholders while enhancing the Group’s market
competitiveness and capabilities and maintaining our financial
strength. As part of this framework, the Board operates a
formal dividend policy such that dividend cover is expected
to be in the range of 2.0 to 2.5 times on an annual basis.
Having taken account of the framework and the broader
economic backdrop, an interim dividend of 41.5p per share
was paid on 24 October 2024 and the directors recommend
a final dividend of 90.0p, making a total for the year of 131.5p.
This represents dividend cover of 2.1 times. Further details can
be found in note 8 to the consolidated financial statements on
page 166. Subject to shareholder approval at the 2025 AGM,
the final dividend will be paid on Thursday 15 May 2025 to
shareholders on the register at close of business on Friday
25 April 2025.
The Board may withhold payment of all or any part of any
dividends or other monies payable in respect of the Company’s
shares from a person with a 0.25% interest if such a person
has been served with a restriction notice (as defined in the
Articles) after failure to provide the Company with information
concerning interests in those shares required to be provided
under the Act. Other than as referred to under Morgan Sindall
Group Employee Benefit Trust below, during the year there
were no arrangements under which a shareholder has waived
or agreed to waive any dividends nor any agreement by a
shareholder to waive future dividends.
Morgan Sindall Group Employee Benefit Trust
Zedra Trust Company (Guernsey) Limited, as Trustee of the
Trust, holds shares on trust for the benefit of our employees
and former employees of the Group and their dependants
that have not been exercised or vested. The voting rights in
relation to these shares are exercised by the Trustee. The
Trustee may vote or abstain from voting with the shares or
accept or reject any offer relating to those shares, in any way
they see fit, without incurring any liability and without being
required to give reasons for their decision. The terms of the
Trust also provide that any dividends payable on the shares
held by the Trust are waived unless and to the extent otherwise
directed by the Company from time to time. The Trust waived
its right to the 2023 final and 2024 interim dividend paid
during 2024. Details of the shares so held may be found
in the consolidated financial statements on page 178.
Substantial shareholdings
As at 31 December 2024, the following information has
been disclosed to the Company under the FCA’s Disclosure
Guidance and Transparency Rules (DTR 5), in respect of
notifiable interests in the voting rights in the Company’s
issued share capital:
Name of holder
Total
voting rights
1
% of total
voting
rights
2
Direct or
indirect
holding
abrdn plc
5,255,748
10.96
Indirect
BlackRock, Inc.
3,178,365
6.69
Indirect
Chase Nominees Limited
<CMBLJEQ> and HSBC
Global Custody Nominee
(UK) Limited <462704>
3
3,112,624
6.50
Indirect
JPMorgan Asset
Management Holdings Inc.
2,531,262
5.29
Indirect
Ameriprise Financial, Inc.
2,486,507
5.19
Indirect
Artemis Investment
Management LLP
2,454,413
5.18
Indirect
1
Total voting rights attaching to the ordinary shares of the Company at
the time of disclosure to the Company.
2
Percentage of total voting rights at the date of disclosure to the Company.
3
John Morgan’s shareholding.
As at 25 February 2025, in accordance with DTR 5, abrdn plc had
notified the Company that its indirect interest in the total voting
rights of the Company had fallen to 9.83%; and Ameriprise
Financial, Inc. had notified the Company that its indirect interest
in the total voting rights of the Company had fallen to 4.97%.
Related party transactions
During the year, the Board reviewed all related party transactions
and, save as disclosed in note 25, there were no significant
related party transactions in the year to 31 December 2024.
Change of control
The Group’s banking facilities, which are described on page 18
in the financial review, require repayment in the event of
a change of control. The Group’s facilities for surety bonding
require provision of cash collateral for outstanding bonds
upon a change of control. In addition, the Company’s
employee share incentive schemes contain provisions
whereby, upon a change of control, outstanding options and
awards would vest and become exercisable by the relevant
employees, subject to the rules of the relevant schemes.
There are no agreements between the Company and its
directors or employees providing for compensation for loss
of office or employment in the event of a takeover bid.
Financial instruments and risks
The financial risk management objectives and policies can
be found in the principal risks section in the strategic report
on pages 57 and 58. Information about the use of financial
instruments by the Company and its subsidiaries and details
about the Group’s exposure to credit, liquidity and market risks
are given in note 26 to the consolidated financial statements.
133
Governance
Other statutory information
continued
Political contributions
No contributions were made to any political parties during
the current or preceding year. As a precautionary measure,
shareholder approval is being sought at the forthcoming
AGM for the Company and its subsidiaries to make donations
and/or incur expenditure which may be construed as political
by the wide definition of that term included in the relevant
legislation. Further details are provided in the Notice of
Meeting to shareholders accompanying this report.
Disclosure of information to
the external auditor
The directors who held office at the date of approval of the
directors’ and corporate governance report confirm that,
so far as they are each aware:
there is no relevant audit information of which the
Company’s auditor is unaware; and
each director has taken all reasonable steps that he or
she ought to have taken as a director in order to ascertain
any relevant audit information and to ensure that the
Company’s auditor is aware of such information.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the Act.
Directors’ responsibilities
The directors are responsible for preparing the annual report
and the financial statements in accordance with applicable
UK law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law, the
directors have elected to prepare the Group financial
statements in accordance with UK-adopted international
accounting standards and the Parent Company financial
statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law), including Financial Reporting
Standard 101 Reduced Disclosure Framework (FRS 101).
Under company law, the directors must not approve
the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group
and the Company and of the profit or loss of the Group and
the Company for that period.
In preparing these financial statements, the directors are
required to:
select suitable accounting policies in accordance with IAS 8
Accounting Policies, ‘Changes in Accounting Estimates and
Errors’ and then apply them consistently;
make judgements and accounting estimates that are
reasonable and prudent;
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
provide additional disclosures when compliance with the
specific requirements in International Financial Reporting
Standards (and in respect of the Parent Company financial
statements, FRS 101) is insufficient to enable users to
understand the impact of particular transactions, other
events and conditions on the Group and Company financial
position and financial performance;
in respect of the Group financial statements, state whether
UK-adopted international accounting and reporting
standards have been followed, subject to any material
departures disclosed and explained in the financial
statements;
in respect of the Parent Company financial statements,
state whether applicable UK accounting standards,
including FRS 101, have been followed, subject to any
material departures disclosed and explained in the financial
statements; and
prepare the financial statements on the going concern
basis unless it is appropriate to presume that the Company
and/or the Group will not continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
and Group’s transactions and disclose with reasonable accuracy
at any time the financial position of the Company and the
Group and enable them to ensure that the Company and the
Group financial statements comply with the Act. They are also
responsible for safeguarding the assets of the Parent Company
and Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a strategic report, directors’ report,
directors’ remuneration report and corporate governance
statement that comply with that law and those regulations.
The directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website.
Responsibility statement
The directors confirm that, to the best of their knowledge:
the consolidated financial statements, prepared in accordance
with UK-adopted International Accounting Standards, give a
true and fair view of the assets, liabilities, financial position and
profit of the Parent Company and undertakings included in the
consolidation taken as a whole;
the annual report, including the strategic report, includes a fair
review of the development and performance of the business and
the position of the Company and undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face; and
they consider the annual report including the financial
statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company’s position, performance,
business model and strategy.
The directors’ report was approved by the Board and signed on its
behalf by:
John Morgan
Chief Executive
25 February 2025
134
Morgan Sindall Group plc
Annual Report 2024
In this section
136
Independent auditor’s report
147
Consolidated financial statements
184
Company financial statements
195
Shareholder information
197
Appendix – carbon emissions
background and terminology
Financial
statements
Financial statements
135
Independent auditor’s report to the members of
Morgan Sindall Group plc
Opinion
In our opinion:
n
Morgan Sindall Group plc’s Group financial statements
and Parent Company financial statements (the ‘financial
statements’) give a true and fair view of the state of
the Group’s and of the Parent Company’s affairs as at
31 December 2024 and of the Group’s profit for the year
then ended;
n
the Group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards;
n
the Parent Company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
n
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements of Morgan Sindall
Group plc (the ‘Parent Company’) and its subsidiaries
(the ‘Group’) for the year ended 31 December 2024
which comprise:
Group
Parent company
Consolidated statement
of financial position as at
31 December 2024
Statement of financial position
as at 31 December 2024
Consolidated income
statement for the year
then ended
Statement of changes in equity
for the year then ended
Consolidated statement
of comprehensive income
for the year then ended
Related notes 1 to 3 to the
financial statements, including
material accounting policy
information
Consolidated statement of
changes in equity for the year
then ended
Consolidated cash flow
statement for the year then
ended
Related notes 1 to 28 to the
financial statements, including
material accounting policy
information
The financial reporting framework that has been applied in
the preparation of the Group financial statements is applicable
law and UK-adopted international accounting standards.
The financial reporting framework that has been applied in
the preparation of the Parent Company financial statements
is applicable law and United Kingdom Accounting Standards,
including FRS 101 ‘Reduced Disclosure Framework’
(United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the auditor’s responsibilities for the audit of the
financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Independence
We are independent of the Group and parent in accordance
with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group or the Parent
Company and we remain independent of the Group and the
Parent Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group
and Parent Company’s ability to continue to adopt the going
concern basis of accounting included:
n
In conjunction with our walkthrough of the Group’s financial
statement close process, we confirmed our understanding
of management’s going concern assessment process and
also engaged with management early to ensure key factors
were considered in their assessment, including factors which
we determined from our own independent risk assessment.
n
We obtained management’s Board-approved forecast cash
flows and covenant calculation which covers the period to
28 February 2026. As part of this assessment, management
have modelled six downside scenarios. Scenarios one
and two relate to the construction business and assume
a reduction in revenues and margin, and working capital,
respectively. Scenario three assumes a reduction in
value and timing of open market sales in respect of the
Partnership Housing division. Scenario four assumes project
delays and cost increases in the partnership businesses.
Scenario five assumes a higher developer pledge expense
in relation to building safety matters. Lastly, scenario six is a
severe downside scenario and models the combined impact
of scenarios one to five. Management also performed a
reverse stress-test to identify what scenario could lead to
the Group utilising all liquidity and/or breaching the financial
loan covenants during the going concern period.
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Independent auditor’s report to the members of Morgan Sindall Group plc
continued
n
We assessed the completeness and appropriateness of
the scenarios modelled by management which included
assessing the relevance to each division and how these
compare with principal risks and uncertainties of the Group.
n
We assessed the reasonableness of the cash flow forecast
by analysing management’s historical forecasting accuracy,
and evaluating the key assumptions used in the forecast.
This included considering the forecasts on a division-by-
division basis and assessing whether key factors specific to
each of the divisions, such as rising inflation, the economic
environment and market/sector trends, were considered in
management’s assessment. We considered management’s
assessment of the impact of climate change on the Group’s
cash flow forecasts.
n
We have considered the methodology used to prepare
the forecast and covenant calculations. We also tested the
clerical accuracy and logical integrity of the model used to
prepare the Group’s going concern assessment.
n
We considered whether the Group’s forecasts in the going
concern assessment were consistent with other forecasts
used by the Group in its accounting estimates, including
the assessment of goodwill impairment.
n
We performed further sensitivity analysis and our own
reverse stress-testing in order to identify what scenarios
(for example, the extent operating profit would need to
deteriorate) could lead to the Group utilising all liquidity
and/or breaching the financial loan covenants during
the going concern period, and whether these scenarios
were plausible.
n
Our analysis also considered the mitigating actions that
management could undertake in an extreme downside
scenario and whether these were achievable and in control
of management.
n
We also confirmed the continued availability of credit
facilities through the going concern period and reviewed
their underlying terms, including covenants, by examination
of executed documentation.
n
We considered whether the going concern disclosures
included in the annual report were appropriate and in
conformity with applicable reporting standards.
Our key observations
The results from both management’s evaluation and our
independent sensitivity analysis and reverse stress-testing
indicate that in order to breach its covenants and exhaust
its available funding in the going concern period, the Group’s
operating profit would need to deteriorate to a loss, which is
significantly worse than any of the plausible downside scenarios.
As at 31 December 2024, the Group has a secured order
book of £11.4bn, of which £4.1bn relates to the 12 months
ending 31 December 2025, and it has a net cash balance
of £492.4m (which includes £23.1m that relates to the
Group’s share of cash held with jointly controlled operations).
The Group also has substantial borrowing facilities available
to it during the going concern period. The undrawn committed
facilities available at 31 December 2024 amounted to £180m.
These comprise a £165m facility expiring in October 2027 and
a £15m facility expiring in June 2027.
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 and Parent Company’s ability to continue as a going
concern for the period to 28 February 2026.
In relation to the Group and Parent Company’s 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. However, because not all future
events or conditions can be predicted, this statement is
not a guarantee as to the Group’s ability to continue as a
going concern.
Overview of our audit approach
Audit scope
n
We performed an audit of the complete
financial information of four components
and audit procedures on specific balances
for a further nine components and
central procedures on taxation, goodwill,
leases, Group going concern and share-
based payments.
Key audit
matters
n
Contract revenue and margin recognition
(including valuation of contract assets,
unagreed income and contract liabilities).
n
Recoverability and valuation of inventory
balances held.
n
Impairment of goodwill and investment
in subsidiary undertakings (Parent
Company only).
Materiality
n
Overall Group materiality of £8.6m which
represents 5% of profit before tax.
Financial statements
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Independent auditor’s report to the members of Morgan Sindall Group plc
continued
An overview of the scope of the Parent
Company and Group audits
Tailoring the scope
In the current year our audit scoping has been updated
to reflect the new requirements of ISA (UK) 600 (Revised).
We have followed a risk-based approach when developing
our audit approach to obtain sufficient appropriate audit
evidence on which to base our audit opinion. We performed
risk assessment procedures, with input from our component
auditors, to identify and assess risks of material misstatement
of the Group financial statements and identified significant
accounts and disclosures. When identifying components at
which audit work needed to be performed to respond to the
identified risks of material misstatement of the Group financial
statements, we considered our understanding of the Group
and its business environment, the potential impact of climate
change, the applicable financial framework, the Group’s
system of internal control at the entity level, the existence of
centralised processes, applications and any relevant internal
audit results.
We determined that centralised audit procedures can be
performed on all components which contained material
balances in the following audit areas: taxation, goodwill,
leases and share-based payments, as well as the Group
going concern procedures.
We then identified seven components as individually relevant
to the Group due to a pervasive risk of material misstatement
of the Group financial statements or a significant risk or an
area of higher assessed risk of material misstatement of the
Group financial statements being associated with the
components, which included four components of the Group
that were also individually relevant due to their materiality
or financial size to the Group.
For those individually relevant components, we identified
the significant accounts where audit work needed to be
performed at these components by applying professional
judgement, having considered the Group significant accounts
on which centralised procedures will be performed, the
reasons for identifying the financial reporting component
as an individually relevant component and the size of the
component’s account balance relative to the Group significant
financial statement account balance.
We then considered whether the remaining Group significant
account balances not yet subject to audit procedures, in
aggregate, could give rise to a risk of material misstatement
of the Group financial statements. We selected six additional
components of the Group to include in our audit scope to
address these risks.
Having identified the components for which work will be
performed, we determined the scope to assign to each
component.
Of the 13 components selected, we designed and performed
audit procedures on the entire financial information of four
components (‘full scope components’). For the remaining nine
components, we designed and performed audit procedures
on specific significant financial statement account balances
or disclosures of the financial information of the component
(‘specific scope components’).
The reporting components where we performed audit
procedures accounted for 98% (2023: 97%) of the Group’s
profit before tax. For the current year, the full scope
components contributed 97% (2023: 96%) of the Group’s
profit before tax and the specific scope components
contributed 1% (2023: 2%) of the Group’s profit before tax.
The audit scope of these components may not have included
testing of all significant accounts of the component but will
have contributed to the coverage of significant accounts
tested for the Group. Our scoping to address the risk of
material misstatement for each key audit matter is set out
in the key audit matters section of our report.
Involvement with component teams
In establishing our overall approach to the Group audit,
we determined the type of work that needed to be
undertaken at each of the components by us, as the Group
audit engagement team, or by component auditors operating
under our instruction.
The Group audit team continued to follow a programme
of planned visits that has been designed to ensure that the
senior statutory auditor visits all full scope component audit
teams over the course of the audit, including accompanying
them on site visits and audit close meetings. During the
current year’s audit cycle, visits were undertaken by the
primary audit team to the component teams in Birmingham,
Manchester, London, Rugby and Tamworth. In addition, calls
were made with component audit teams based in Switzerland
and Guernsey. These visits and calls involved discussing the
audit approach with component teams and any issues arising
from their work, meeting with local management, participating
in higher-risk contracts discussions, accompanying the
component team on site visits for higher-risk contracts where
appropriate, and reviewing relevant audit planning and
conclusion workpapers on higher and significant risk areas.
The primary team also participated in interim and year-end
audit close meetings as considered appropriate. These visits
and meetings were supplemented by frequent video calls
between the primary team and component teams throughout
all stages of the audit to exercise oversight over component
teams’ audit work. The Group audit team interacted regularly
with the component teams where appropriate during various
stages of the audit, reviewed relevant working papers and were
responsible for the scope and direction of the audit process.
Where relevant, the section on key audit matters details the
level of involvement we had with component auditors to
enable us to determine that sufficient audit evidence had been
obtained as a basis for our opinion on the Group as a whole.
This, together with the additional procedures performed at
Group level, gave us appropriate evidence for our opinion
on the Group financial statements.
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Independent auditor’s report to the members of Morgan Sindall Group plc
continued
Climate change
Stakeholders are increasingly interested in how climate
change will impact Morgan Sindall Group plc. The Group
has determined that the most significant future impacts
from climate change on their operations will be from
(a) the environmental impact of carbon emissions and waste
produced; (b) impact on operations of temperature changes
and severe weather events; and (c) adapting to the changing
needs of customers – all in the context of the Group’s plan
to achieve its 2030 and 2045 net zero targets. These are
explained on pages 67 to 70 in the required Task Force on
Climate-related Financial Disclosures and on page 61 in the
principal risks and uncertainties. They have also explained
their climate commitments on pages 44 to 47. All of these
disclosures form part of the ‘other information’, rather than
the audited financial statements. Our procedures on these
unaudited disclosures therefore consisted solely of
considering whether they are materially inconsistent with the
financial statements or our knowledge obtained in the course
of the audit or otherwise appear to be materially misstated,
in line with our responsibilities on other information.
In planning and performing our audit, we assessed the potential
impacts of climate change on the Group’s business and any
consequential material impact on its financial statements.
The Group has explained in their basis of preparation section
and note 10 how they have reflected the impact of climate
change in their financial statements. They also include how
this aligns with their commitment to the aspirations of the
Paris Agreement to achieve net zero emissions by 2050 as part
of their climate reporting on Task Force on Climate-related
Financial Disclosures. These disclosures also explain where
governmental and societal responses to climate change risks
are still developing, and where the degree of certainty of
these changes means that they cannot be taken into account
when determining asset and liability valuations under the
requirements of UK-adopted international accounting
standards. In the ‘Identified climate-related risks and
opportunities’ section of the strategic report, supplementary
narrative explanation of the impact of reasonably possible
changes in the key assumptions have been provided.
Our audit effort in considering the impact of climate change
on the financial statements was focused on evaluating
management’s assessment of the impact of climate risk,
physical and transition, their climate commitments, the effects
of material climate risks disclosed on pages 67 to 70 and
pages 44 to 47 and whether these have been appropriately
reflected in asset values where these are impacted by future
cash flows and associated sensitivity disclosures (see note 10)
and the going concern basis of preparation paragraph
following the requirements of UK-adopted international
accounting standards. As part of this evaluation, we
performed our own risk assessment, supported by our climate
change internal specialists, to determine the risks of material
misstatement in the financial statements from climate change
which needed to be considered in our audit.
Our risk assessment identified that there may be additional
costs for the business to achieve its climate commitments,
for example in relation to carbon offsetting projects, and that
these needed to be appropriately reflected in the modelling
of future cash flows which are used in management’s
assessment of the impairment of goodwill. While management
have reflected such costs in their forecasts, these are not
material to the Group, and accordingly these do not impact
the overall goodwill impairment conclusion. Further details
of our procedures and findings on the goodwill impairment
assessment are included in our key audit matters below.
We also challenged the directors’ considerations of climate
change risks in their assessment of going concern and viability
and associated disclosures. We concluded that there was not
a material impact of climate-related risks to the business over
the short to medium term covered by the going concern and
viability periods.
Based on our work we have not identified the impact of
climate change on the financial statements to be a key audit
matter or to impact a key audit matter.
Financial statements
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Independent auditor’s report to the members of Morgan Sindall Group plc
continued
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion
on these matters.
Risk
Our response to the risk
Contract revenue and margin
recognition (including valuation
of contract assets, unagreed
income and contract liabilities)
Revenue: £4,546.2m (2023: £4,117.7m)
Operating profit: £162.0m
(2023: £140.6m)
Contract assets: £224.6m
(2023: £270.6m)
Contract liabilities: £110.4m
(2023: £95.8m)
Refer to the audit committee report
(page 102); material accounting policies
(page 154); and notes 1 (page 160)
and 14 (page 172) of the consolidated
financial statements
The Group recognises revenue over
time in the Construction, Infrastructure,
Fit Out, Property Services, Mixed Use
Partnerships and Partnership Housing
(in respect of pre-let, forward-sold
developments) divisions. The Group also
recognises revenue under the point-in-
time method in the Partnership Housing
and Mixed Use Partnerships divisions.
There is a risk that revenue recognised
over time is materially misstated as
there is significant judgement involved
in determining the inputs that drive
contract revenue and margin recognition
(e.g. forecast revenue, recoverability of
unagreed income, and forecast costs
to complete). Therefore, these inputs
could be susceptible to management
bias or manipulation.
There is also a risk that revenue
recognised under the point-in-time
method is recorded in the incorrect
period either due to cut-off error
or management bias, resulting in
a material misstatement.
Contract revenue and margin recognised over time
We worked together with our component teams to perform a risk assessment of
the contract population and selected a sample of higher-risk contracts (based on
value and/or complexity) across the Group and obtained an understanding of the:
(1) contract terms; (2) key operational or commercial issues; (3) judgements impacting
the contract position; and (4) contract revenue and margin recognised.
Factors we considered when determining higher-risk contracts to select include
the: (1) size of the contract; (2) contracts with significant unagreed income amounts;
(3) low-margin and loss-making contracts, contracts with unusual margins or contracts
with a significant deterioration in margin; and (4) stage of completion.
We selected a sample of contracts performed during the year and verified the
revenue recognised by reconciling it with the final customer payment certificate.
Our audit approach for higher-risk contracts has been outlined below:
n
Performed walkthroughs of the significant classes of revenue transactions
recognised over time and assessed the design effectiveness of key controls.
n
Discussed management’s contract risk tracker with divisional management and
the Group commercial director.
n
Performed site visits at a selection of higher-risk contracts in order to
corroborate the contract positions in person through review of the operations
and discussions with contract personnel on site to form an independent view on the
judgements taken.
n
Detailed review of the signed contract agreements to understand the commercial
terms and review any legal correspondence or expert advice that has been
obtained to support any contract positions recorded.
n
Assessed the appropriateness of supporting evidence and the requirements of
IFRS 15 and the Group’s accounting policies (e.g. where contracts include additional
entitlements for variations and claims, both for and against the Group).
n
Assessed the appropriateness of the accruals at year end and ensured these have
been incurred and not materially overstated/understated.
n
Challenged the level of unagreed income or contract assets and the adequacy
of the evidence (e.g. future certifications and cash receipts) to assess their
recognition and recoverability.
n
Reviewed contract asset balances and challenged management on the recovery
of aged balances at the year end which have not been provided for, including
consideration of counterparty risk.
n
Assessed the reasonableness of calculations of estimated costs to complete, which
will include understanding the risks/outstanding works on the contract, the impact
of any delays or other delivery issues, impact of inflation and the related provisions
for cost escalations that have been recognised.
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Morgan Sindall Group plc
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Independent auditor’s report to the members of Morgan Sindall Group plc
continued
Risk
Our response to the risk
n
Assessed the appropriateness of cost allocations across contracts, including
evaluation of whether there has been any manipulation of costs between
profit-making and loss-making contracts.
n
Challenged the rationale for material provisions held at a contract/division level
and concluded if these are appropriate.
n
Challenged the level of onerous contract provisions recognised for loss-making
contracts as well as any cost contingencies on the remaining contracts at year end.
n
Assessed the correlation between revenue, contract assets and cash balances using
data analytical tools or through other substantive test of detail procedures.
n
Reviewed material unusual journal entries recorded to assess whether these have
been properly authorised, are appropriately substantiated and are for a valid
business purpose.
Contract revenue and margin recognised under the point-in-time method:
n
Performed walkthroughs of the revenue recognition process under the point-in-
time method and assessed the design effectiveness of key controls.
n
Reviewed signed contract agreements to understand the commercial terms and
ensure the appropriate revenue recognition method is applied in line with the
requirements of IFRS 15 and the Group’s accounting policies.
n
Tested a sample of transactions by agreeing to contracts and bank receipts and
obtaining evidence of fulfilment of performance obligations.
n
Performed cut-off testing to assess whether revenue recorded either side of the
year end was included in the correct accounting period.
n
Reviewed material unusual journal entries recorded in relation to revenue
recognised under the point-in-time method to assess whether these have
been properly authorised, are appropriately substantiated and are for a valid
business purpose.
Key observations communicated to the audit committee
Based on our audit procedures performed, we have concluded that the recognition of revenue (including the valuation of contract
assets, unagreed income and contract liabilities) was appropriate, and the key judgements made by management are consistent
with the Group’s accounting policies. The presentation and disclosure of revenue, contract assets and contract liabilities are
materially correct and appropriate.
How we scoped our audit to respond to the risk and involvement with component teams
We performed full and specific scope audit procedures over this risk in 10 components, which covered 99.7% of the risk amount.
We were involved in the component audit teams’ procedures on a regular basis throughout the audit. This included discussions
with the component teams on judgements and estimations involved in revenue and margin recognition to inform our group
risk assessment, issuing tailored group audit instructions to address this key audit matter, attendance at key component audit
teams’ meetings and discussions with local management, accompanying component teams on site visits for higher-risk contracts,
attendance at interim and group close meetings, and reviewing component audit teams’ working papers on these areas.
Financial statements
141
Independent auditor’s report to the members of Morgan Sindall Group plc
continued
Risk
Our response to the risk
Recoverability and valuation
of inventory balances held
Inventory: £476.0m (2023: £344.7m)
Refer to the material accounting policies
(page 156); and note 13 of the consolidated
financial statements (page 172)
Partnership Housing and Mixed Use
Partnerships deliver housing and
regeneration schemes.
During construction, the cost of work in
progress is held as inventory prior to it
being recognised as cost of sales under
contract accounting. This comprises land,
raw materials, direct labour, other direct
costs and related overheads.
Inventory is held at the lower of cost and
net realisable value. Therefore, there is a
high degree of management judgement
required to determine the valuation
of inventory pertaining to land and
developments under construction.
There is a risk that the carrying value
of inventory held by the Group is
overstated in the year-end Group
accounts if management’s assessment
of the net realisable value is based
on inappropriate assumptions.
n
Performed procedures to assess the ownership of the inventories held
(e.g. review of sale purchase agreements and land title deeds) in order to
evaluate whether the Group has appropriate title over the inventory held.
n
Performed a walkthrough of the ‘net realisable value’ impairment analysis and
calculation process and evaluated how management look for indicators of
inventory impairment.
n
Reviewed a sample of planning permissions obtained or submitted as well as
environmental assessment reports (where relevant) to assess their impact on
the inventory on hand at year end.
n
Assessed the nature of costs capitalised in the year-end inventory balance
by vouching a sample of these back to supporting documentary evidence,
ensuring these meet the criteria for capitalisation and have been charged
to the correct project.
n
Challenged the costs to complete by agreeing a sample of items to supporting
documentation (e.g. subcontractor quotes, actual invoices issued, contracts
executed and management reports) and through enquiry of the commercial teams.
n
Recalculated the profit of contracts selected for the year based on forecast
revenue and costs.
n
For Partnership Housing, compared the forecast sale prices and price per sq ft
of the unsold units in management’s forecast to the range of prices achieved on
the units completed and exchanged, or comparing to prices achieved at equivalent
competitor sites where possible.
n
Inspected site plans and, for Partnership Housing, reviewed a sample of post year-
end sales (where available) to evaluate management’s forecast sales prices.
n
Engaged an EY valuation specialist to support the impairment analysis by providing
market context, particularly in relation to forecast sales prices for Partnership
Housing residential properties to be sold on the open market.
n
Evaluated the adequacy of disclosures in the financial statements, particularly
where the inventories are written down to their fair values less costs to sell.
Key observations communicated to the audit committee
Based on our procedures we have concluded that the inventory balances are not materially misstated.
How we scoped our audit to respond to the risk and involvement with component teams
We performed full and specific scope audit procedures over this risk in Partnership Housing and Mixed Use Partnerships
divisions, which covered 100% of the risk amount.
We were involved in the component audit teams’ procedures on a regular basis throughout the audit. This included discussions
with the component teams on judgements and estimations involved in valuation of inventory to inform our group risk
assessment, attendance at key component audit teams’ meetings and discussions with local management, accompanying
component teams on site visits for higher-risk contracts, attendance at interim and group close meetings, and reviewing
component audit teams’ working papers on these areas.
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Independent auditor’s report to the members of Morgan Sindall Group plc
continued
Risk
Our response to the risk
Impairment of goodwill and
investment in subsidiary undertakings
(parent only)
Goodwill: £217.7m (2023: £217.7m)
Parent Company’s investment in
subsidiary undertakings: £597.8m
(2023: £429.1m)
Refer to the audit committee report
(page 102); material accounting policies
(page 156); note 10 of the consolidated
financial statements (page 167); and note
2 of the Company financial statements
(page 187)
Intangible assets with an indefinite useful
life must be evaluated for impairment
annually, or whenever indicators of
impairment are noted per IAS 36.
Due to the degree of estimation involved
in calculating the expected future
cash flows from cash-generating units
(CGUs) and determining the appropriate
long-term growth rates and discount
rates specific to each CGU, we have
identified a significant risk regarding the
assessment of any impairment against
the goodwill carrying values, as well as
the identification of any indicators of
impairment.
There is also a risk that the recoverable
amount of the investment in subsidiary
undertakings may be less than the
investment balance on the Parent
Company’s statement of financial position.
n
Performed a walkthrough of the impairment analysis and calculation process and
evaluated the identification of CGUs performed by management.
n
Assessed and challenged the key inputs of the forecast cash flows at the CGU level,
including:
challenging the discount rate used by obtaining the underlying data used in the
calculation and substantiating this against reputable independent assessments
with the support of our EY valuation specialists;
validating the growth rates assumed by comparing them to economic and industry
forecasts and using the support of our EY valuation specialists, where required; and
challenging management on the achievability of the cash flow forecasts and
assessing the projected financial information against results achieved to date
and other market data to assess the robustness of management’s forecasting
process. This also included consideration of the impact of other relevant
economic and social environmental factors, such as inflation and climate change,
on future cash flows.
n
Analysed the historical forecasting accuracy (budget to actual results) to determine
whether forecast cash flows are reliable based on past experience, especially
factoring in any anomalies.
n
Understood the commercial challenges for each CGU and challenged/evaluated
how these were incorporated into management’s assessment.
n
Assessed the carrying values of each CGU considered by management in their
impairment models to determine the appropriateness of the assets and liabilities
included, and the methodology used for allocation of any corporate or shared
assets between the CGUs.
n
Performed a sensitivity analysis by changing key assumptions in management’s
model to see the impact on the headroom between carrying value and fair value
(including combining the effects of different sensitivities).
n
Assessed the appropriateness of the net asset values and component-specific
cash flows for each of the investments in subsidiary undertakings held by the
Parent Company, factoring in any audit adjustments or appropriate sensitivities to
conclude on the available headroom.
n
Performed a comparison between the carrying value of the CGUs against the value
of these CGU investments on the Parent Company’s statement of financial position.
We also considered the carrying value of the CGUs in the context of the market
capitalisation of the Group.
n
Considered the appropriateness of the related financial statement disclosures,
particularly with regard to any impairment recognised.
Key observations communicated to the audit committee
Based on our audit procedures, we have concluded that goodwill is not impaired. The disclosures relating to goodwill are appropriate.
We have also concluded that the carrying value of investment in subsidiary undertakings is not materially misstated.
How we scoped our audit to respond to the risk
We performed centralised procedures over this risk, which covered 100% of the risk amount.
All audit work performed to address this risk was undertaken by the Group audit team.
In the prior year, our auditor’s report included a key audit matter in relation to the building safety provision (and related
exceptional item) due to the value of the provision, the level of estimation, and the risks around completeness. In the current year,
the income statement charge is not material, and given the time since the provision was first recognised the level of risk has
reduced. Therefore, this was not determined to be a key audit matter for our current year audit.
Financial statements
143
Independent auditor’s report to the members of Morgan Sindall Group plc
continued
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and
extent of our audit procedures.
We determined materiality for the Group to be £8.6m
(2023: £7.0m), which is 5% (2023: 5%) of the Group’s profit
before tax. We believe that profit before tax provides us with
an appropriate basis for materiality and is the most relevant
measure for stakeholders as it is a focus of both management
and investors.
During the course of our audit, we reassessed initial
materiality and updated its calculation for the actual financial
results of the year. This resulted in an increase of materiality
levels compared to that calculated at the planning stage of the
audit due to higher than forecasted results of the Group.
We determined materiality for the Parent Company to be
£3.8m (2023: £3.6m), which is 2% (2023: 2%) of equity.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Group’s overall control environment,
our judgement was that performance materiality was 75%
(2023: 75%) of our planning materiality, namely £6.4m
(2023: £5.3m). We have set performance materiality at this
percentage as we did not expect the aggregate misstatements
in the year to be greater than 25% of our planning materiality
and our assessment of the control environment supports this.
Audit work was undertaken at component locations for the
purpose of responding to the assessed risks of material
misstatement of the Group financial statements. The
performance materiality set for each component is based on
the relative scale and risk of the component to the Group as a
whole and our assessment of the risk of misstatement at that
component. In the current year, the range of performance
materiality allocated to components was £1.1m to £3.5m
(2023: £1.0m to £3.4m).
Reporting threshold
An amount below which identified misstatements are considered
as being clearly trivial.
We agreed with the audit committee that we would report
to them all uncorrected audit differences in excess of £0.4m
(2023: £0.4m), which is set at 5% of planning materiality,
as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in
light of other relevant qualitative considerations in forming
our opinion.
Other information
The other information comprises the information included
in the annual report set out on the inside front cover to
page 134, other than the financial statements and our
auditor’s report thereon. The directors are responsible for
the other information contained within the annual report.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to
be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a
material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed
by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
n
the information given in the strategic report and the
directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
n
the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
144
Morgan Sindall Group plc
Annual Report 2024
Independent auditor’s report to the members of Morgan Sindall Group plc
continued
Matters on which we are required
to report by exception
In the light of the knowledge and understanding of the Group
and the Parent Company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
n
adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
n
the Parent Company financial statements and the part of
the directors’ remuneration report to be audited are not
in agreement with the accounting records and returns; or
n
certain disclosures of directors’ remuneration specified by
law are not made; or
n
we have not received all the information and explanations
we require for our audit.
Corporate governance statement
We have reviewed the directors’ statement in relation to
going concern, longer-term viability and that part of the
corporate governance statement relating to the Group
and Company’s compliance with the provisions of the
UK Corporate Governance Code specified for our review
by the UK Listing Rules.
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 or our knowledge obtained during
the audit:
n
directors’ statement with regard to the appropriateness
of adopting the going concern basis of accounting and
any material uncertainties identified, set out on page 78;
n
directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers
and why the period is appropriate, set out on pages 78
and 79;
n
directors statement on whether they have a reasonable
expectation that the Group will be able to continue in
operation and meets its liabilities, set out on page 78;
n
directors’ statement on fair, balanced and understandable,
set out on page 134;
n
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on pages 53 to 61;
n
the section of the annual report that describes the review
of effectiveness of risk management and internal control
systems, set out on pages 104 to 107; and
n
the section describing the work of the audit committee,
set out on pages 100 to 107.
Responsibilities of directors
As explained more fully in the directors’ responsibility
statement set out on page 134, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group’s and Parent Company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless the directors either intend to
liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the
audit of the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
Financial statements
145
Independent auditor’s report to the members of Morgan Sindall Group plc
continued
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect irregularities,
including fraud. 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. The extent to
which our procedures are capable of detecting irregularities,
including fraud, is detailed below.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged with
governance of the Company and management.
n
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and
determined that the most significant are those that relate
to the reporting framework (UK-adopted International
Accounting Standards, the Companies Act 2006 and the
UK Corporate Governance Code), the Building Safety Act
and the relevant tax compliance regulations in the UK.
n
We understood how Morgan Sindall Group plc is
complying with those frameworks by making enquiries
of management at Group level and within the divisions,
internal audit, those responsible for legal and compliance
procedures and the company secretary. We corroborated
our enquiries through our review of Board minutes and
papers provided to the Board and audit committee, noting
the strong emphasis of transparency and honesty in the
Group’s culture and the levels of oversight the Board and
Group management have over each division despite the
decentralised operating model of the Group.
n
We assessed the susceptibility of the Group’s financial
statements to material misstatement, including how fraud
might occur, by meeting with management in each division
to understand where it considered there was a susceptibility
to fraud. We also considered performance targets and their
propensity to influence efforts made by management to
manage earnings. We considered the programmes and
controls that the Group has established to address risks
identified, or that otherwise prevent, deter and detect fraud;
and how senior management at Group level and within the
divisions monitor those programmes and controls. Where
the risk was considered to be higher, we performed audit
procedures to address each identified fraud risk. These
procedures are set out in the key audit matters section
of this report and were designed to provide reasonable
assurance that the financial statements were free from
fraud and error.
n
Based on this understanding, we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved testing details
of journal entries at each component in the scope of
our Group audit which met our defined risk criteria
based on our understanding of the business, inspecting
correspondence with regulatory bodies, reading external
legal advice and investigation reports, enquiries of
management and Group management, and enquiries
of the existence of whistleblowing events during the
year. Where appropriate, we involved internal forensic
specialists to support our audit procedures. In addition,
we completed procedures to conclude on the compliance
of the disclosures in the annual report and accounts with
the requirements of the relevant accounting standards,
UK legislation and the UK Corporate Governance Code.
n
We instructed our component teams to report all
instances of non-compliance with laws and regulations
to us. For all such matters brought to our attention,
we assessed their significance to determine their impact
on our audit approach and on the financial statements.
Where appropriate, we designed and performed
additional audit procedures to address additional risks
resulting from such assessment.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters we are required to address
n
Following the recommendation from the audit committee,
we were appointed by the Company on 6 May 2021 to audit
the financial statements for the year ending 31 December
2021 and subsequent financial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is four years,
covering the years ending 31 December 2021 to
31 December 2024.
n
The audit opinion is consistent with the additional report
to the audit committee.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the Company’s members those matters
we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than
the Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Peter McIver (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
25 February 2025
146
Morgan Sindall Group plc
Annual Report 2024
Consolidated income statement
for the year ended 31 December 2024
Notes
2024
£m
2023
£m
Revenue
1
4,546.2
4,117.7
Cost of sales
(4,016.3)
(3,670.1)
Gross profit
529.9
447.6
Analysed as:
Adjusted gross profit
528.6
449.5
Exceptional building safety items
4
1.3
(1.9)
Impairment loss on contract assets
14
(21.0)
(2.8)
Administrative expenses
(360.0)
(324.0)
Share of net profit of joint ventures
12
3.2
18.2
Other operating income
9.9
1.6
Operating profit
162.0
140.6
Analysed as:
Adjusted operating profit
162.6
141.3
Exceptional building safety items
4
(0.1)
2.2
Amortisation of intangible assets
10
(0.5)
(2.9)
Finance income
6
18.2
10.8
Finance expense
6
(8.3)
(7.5)
Profit before tax
3
171.9
143.9
Analysed as:
Adjusted profit before tax
172.5
144.6
Exceptional building safety items
4
(0.1)
2.2
Amortisation of intangible assets
10
(0.5)
(2.9)
Tax
7
(40.2)
(26.2)
Profit for the year
131.7
117.7
Attributable to:
Owners of the Company
131.7
117.7
Earnings per share
Basic
9
281.4p
254.2p
Diluted
9
271.5p
250.4p
There were no discontinued operations in either the current or comparative years.
Financial statements
147
Consolidated statement of comprehensive income
for the year ended 31 December 2024
2024
£m
2023
£m
Profit for the year
131.7
117.7
Items that may be reclassified subsequently to profit or loss:
Foreign exchange movement on translation of overseas operations
(0.3)
0.2
Net (loss)/gain arising on revaluation of cash flow hedges
(0.1)
(0.4)
0.2
Other comprehensive (expense)/income
(0.4)
0.2
Total comprehensive income
131.3
117.9
Attributable to:
Owners of the Company
131.3
117.9
148
Morgan Sindall Group plc
Annual Report 2024
Consolidated statement of financial position
at 31 December 2024
Notes
2024
£m
2023
£m
Assets
Goodwill and other intangible assets
10
218.1
218.6
Property, plant and equipment
11
95.1
86.0
Investment property
0.6
0.8
Investments in joint ventures
12
111.9
106.6
Non-current assets
425.7
412.0
Inventories
13
476.0
344.7
Contract assets
14
224.6
270.6
Trade and other receivables
15
453.5
461.6
Current tax assets
6.6
Cash and cash equivalents
26
544.2
541.3
Current assets
1,704.9
1,618.2
Total assets
2,130.6
2,030.2
Liabilities
Contract liabilities
14
(110.4)
(95.8)
Trade and other payables
16
(1,130.3)
(1,087.0)
Current tax liabilities
(1.9)
Lease liabilities
18
(22.6)
(19.1)
Borrowings
26
(51.8)
(80.6)
Provisions
19
(85.1)
(76.7)
Current liabilities
(1,400.2)
(1,361.1)
Net current assets
304.7
257.1
Trade and other payables
16
(16.6)
(28.2)
Lease liabilities
18
(44.1)
(44.7)
Deferred tax liabilities
7
(2.1)
(8.7)
Provisions
19
(20.4)
(19.4)
Non-current liabilities
(83.2)
(101.0)
Total liabilities
(1,483.4)
(1,462.1)
Net assets
647.2
568.1
Equity
Share capital
21
2.4
2.4
Share premium account
65.7
56.0
Other reserves
22
0.9
1.3
Retained earnings
578.2
508.4
Equity attributable to owners of the Company
647.2
568.1
Total equity
647.2
568.1
The consolidated financial statements of Morgan Sindall Group plc (company number: 00521970) were approved by the Board on
25 February 2025 and signed on its behalf by:
John Morgan
Kelly Gangotra
Chief Executive
Chief Financial Officer
Financial statements
149
Consolidated cash flow statement
for the year ended 31 December 2024
Notes
2024
£m
2023
£m
Operating activities
Operating profit
162.0
140.6
Adjusted for:
Exceptional building safety items
4, 19
2.1
13.7
Amortisation of intangible assets
10
0.5
2.9
Underlying share of net profit of equity-accounted joint ventures
12
(4.6)
(14.1)
Depreciation
11
33.1
26.8
Share-based payments
5, 24
10.5
6.6
Gain on disposal of property, plant and equipment
(0.7)
(0.1)
Reversal of impairment on investments in joint ventures
12
(5.1)
(Increase in)/disposal of shared equity loan receivables
0.4
Increase in provisions excluding exceptional building safety items
19
8.7
1.4
Additional pension contributions
17
(0.2)
Operating cash inflow before movements in working capital
206.5
178.0
Increase in inventories
(131.3)
(10.8)
Decrease in contract assets
46.0
24.0
Decrease/(increase) in receivables
7.8
(107.8)
Increase in contract liabilities
14.6
21.6
Increase in payables
29.1
116.2
Movements in working capital
(33.8)
43.2
Cash inflow from operations
172.7
221.2
Income taxes paid
(43.9)
(25.2)
Net cash inflow from operating activities
128.8
196.0
Investing activities
Interest received
18.0
10.0
Dividends from joint ventures
12
4.2
1.6
Proceeds on disposal of property, plant and equipment
1.9
2.0
Purchases of property, plant and equipment
11
(18.2)
(14.3)
Purchases of intangible fixed assets
10
(0.3)
Capital advances to joint ventures
12
(29.1)
(44.2)
Capital repayment from joint ventures
12
27.9
34.2
Net cash inflow/(outflow) from investing activities
4.7
(11.0)
Financing activities
Interest paid
(1.9)
(2.4)
Dividends paid
8
(56.1)
(48.1)
Repayments of lease liabilities
18
(25.8)
(21.2)
Proceeds on issue of share capital
21
9.7
0.1
Payments by the Trust to acquire shares in the Company
(47.2)
(11.3)
Proceeds on exercise of share options
19.5
4.0
Net cash outflow from financing activities
(101.8)
(78.9)
Net increase in cash and cash equivalents
31.7
106.1
Cash and cash equivalents at the beginning of the year
460.7
354.6
Cash and cash equivalents at the end of the year
26
492.4
460.7
Cash and cash equivalents presented in the consolidated cash flow statement include bank overdrafts. See note 26 for a
reconciliation to cash and cash equivalents presented in the consolidated statement of financial position.
150
Morgan Sindall Group plc
Annual Report 2024
Consolidated statement of changes in equity
for the year ended 31 December 2024
Notes
Share capital
£m
Share premium
account
£m
Other
reserves
£m
22
Retained
earnings
£m
23
Total
equity
£m
1 January 2023
2.4
55.9
1.1
436.8
496.2
Profit for the year
117.7
117.7
Other comprehensive income
0.2
0.2
Total comprehensive income
0.2
117.7
117.9
Share-based payments
24
6.6
6.6
Tax relating to share-based payments
1
7
2.7
2.7
Issue of shares at a premium
21
0.1
0.1
Purchase of shares in the Company
by the Trust
(11.3)
(11.3)
Exercise of share options
4.0
4.0
Dividends paid
8
(48.1)
(48.1)
1 January 2024
2.4
56.0
1.3
508.4
568.1
Profit for the year
131.7
131.7
Other comprehensive expense
(0.4)
(0.4)
Total comprehensive (expense)/income
(0.4)
131.7
131.3
Share-based payments
24
10.5
10.5
Tax relating to share-based payments
1
7
11.4
11.4
Issue of shares at a premium
21
9.7
9.7
Purchase of shares in the Company
by the Trust
(47.2)
(47.2)
Exercise of share options
19.5
19.5
Dividends paid
8
(56.1)
(56.1)
31 December 2024
2.4
65.7
0.9
578.2
647.2
1
Tax relating to share-based payments includes a current tax credit of £5.8m (2023: £nil) and a deferred tax credit of £5.6m (2023: credit of £2.7m).
Financial statements
151
Morgan Sindall Group plc
152
Annual Report 2024
Material accounting policy information
for the year ended 31 December 2024
Reporting entity
Morgan Sindall Group plc (the ‘Company’ or ‘Ultimate Parent’)
is a public limited company, domiciled and incorporated in
the United Kingdom. Its registration number is 00521970 and
its registered address is Kent House, 14–17 Market Place,
London, W1W 8AJ. The nature of its operations and principal
activities along with those of its subsidiaries (together the
‘Group’) are set out in note 2 and in the strategic report on
pages 7 to 9. The Company did not change its name during
the year ended 31 December 2024 or the year ended
31 December 2023.
Basis of preparation
(a) Statement of compliance
The financial statements have been prepared on a going
concern basis in accordance with the requirements of the
Companies Act 2006 and UK-adopted international
accounting standards.
(b) Basis of accounting
The consolidated financial statements have been prepared
under the historical cost convention, except where otherwise
indicated. The impairment of contract assets has been
presented separately on the income statement due to the
materiality of the impairment loss amount recognised during
the year.
(c) Going concern
In determining the appropriate basis of preparation of the
financial statements, the directors are required to consider
whether the Group and Company can continue in operational
existence during the going concern period, which the directors
have determined to be until 28 February 2026.
As at 31 December 2024, the Group held cash of £544.2m,
including £23.1m (2023: £26.1m) which is the Group’s share
of cash held within jointly controlled operations, and total
overdrafts repayable on demand of £51.8m (together net cash
of £492.4m). Should further funding be required, the Group
has significant committed financial resources available including
unutilised bank facilities of £180m (2023: £180m), of which
£165m matures in October 2027 and £15m matures in June
2027. The Group’s secured order book at 31 December 2024
is £11.4bn (2023: £8.9bn), of which £4.1bn relates to the
12 months ended 31 December 2025.
The directors have reviewed the Group’s forecasts and
projections for the going concern period, including sensitivity
analysis (detailed on pages 78 and 79, including reduced
revenues, margins, a working capital deterioration and project
delays) to assess the Group’s resilience to the potential
financial impact on the Group of any plausible losses of
revenue or operating profit which could arise from one
of the principal risks to the business occurring (these
risks are discussed on pages 53 to 61 and include the
directors’ assessment of the impact of climate change).
The analysis also includes a reasonable worst-case scenario
in which the Group’s principal risks manifest in aggregate to
a severe but plausible level involving the aggregation of the
impacts of a number of these risks. The modelling showed
that the Group would remain profitable throughout the going
concern period and there is considerable headroom above
lending facilities such that there would be no expected
requirement for the Group to utilise the bank facility, which
underpins the going concern assumption on which these
financial statements have been prepared. As part of the
sensitivity analysis, the directors also modelled a scenario
that stress-tests the Group’s forecasts and projections, to
determine the scenario in which the headroom above the
committed bank facility would be exceeded. This model
showed that the Group’s operating profit would need to
deteriorate substantially for the headroom to exceed the
committed bank facility. The directors consider there is no
plausible scenario where cash inflows would deteriorate this
significantly. However, as part of its analysis, the Board also
considered further mitigating actions at its discretion, such as
a reduction in investments in working capital, to improve the
position identified by the reasonable worst-case scenario.
In all scenarios, including the reasonable worst case, the
Group is able to comply with its financial covenants, operate
within its current facilities, and meet its liabilities as they
fall due.
Accordingly, the directors consider there to be no material
uncertainties that may cast significant doubt on the Group’s
ability to continue to operate as a going concern. They have
formed a judgement that there is a reasonable expectation
that the Group and Company have adequate resources to
continue in operational existence for the going concern period
which they determine to be until 28 February 2026. For this
reason, they continue to adopt the going concern basis in the
preparation of these financial statements. The period until
28 February 2026 has been assessed as appropriate following
consideration of the budgeting cycles and typical contract
lengths undertaken across the Group.
(d) Functional and presentation currency
These consolidated financial statements are presented in
pounds sterling which is the Group’s presentational currency
and the Company’s functional currency. All financial
information, unless otherwise stated, has been rounded
to the nearest £0.1m.
(e) Climate change risk
While the Group is committed to achieving its near-term
carbon emission targets by 2030, the governmental and
societal responses to climate change risks are still developing
and therefore the Group is currently unable to determine the
full future economic impact of climate change risks on its
business model to achieve this. As such, the potential impacts
of climate change risk are not fully incorporated in these
financial statements.
Financial statements
153
Material accounting policy information
continued
(f) Adoption of new and amended standards
and interpretations
(i) New and amended accounting
standards adopted by the Group
During the year, the Group has adopted the following new and
amended standards and interpretations. Their adoption has
not had any significant impact on the accounts or disclosures
in these financial statements.
n
Amendments to IFRS 16 ‘Lease Liability in a Sale and
Leaseback’
n
Amendments to IAS 1 ‘Presentation of Financial Statements
– Classification of Liabilities as Current or Non-current, and
Non-current Liabilities with Covenants’
n
Amendments to IAS 7 ‘Statement of Cash Flows’ and IFRS 7
‘Financial Instruments: Disclosures – Supplier Finance
Arrangements’
(ii) New and amended accounting standards and
interpretations which were in issue but were not yet
effective and have not been adopted early by the Group
At the date of the financial statements, the Group has not
applied the following new and amended standards that have
been issued but are not yet effective:
n
IFRS 18 ‘Presentation and Disclosures in Financial
Statements’
n
IFRS 19 ‘Subsidiaries without Public Accountability:
Disclosures’
n
Amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7
‘Financial Instruments: Disclosures’
n
Amendments to IAS 21 ‘The Effects of Changes in Foreign
Exchange Rates’
The Group is currently assessing the impact of these new and
amended standards but does not expect that the adoption of
the standards listed above will have a material impact on the
financial statements of the Group in future periods.
The accounting policies as set out below have been applied
consistently to all periods presented in these consolidated
financial statements.
Basis of consolidation
The consolidated financial statements incorporate the
financial statements of the Company and the entities
controlled by the Company, together with the Group’s share
of the results of joint ventures made up to 31 December each
year. Control is achieved when the Company has (i) the power
over the investee; (ii) is exposed, or has rights, to variable
returns from its involvement with the investee; and (iii) has
the ability to use its power to affect its returns. The Company
reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more
of the three elements of control listed above. Business
combinations are accounted for using the acquisition method.
(a) Subsidiaries
Subsidiaries are entities that are controlled by the Group.
The financial statements of subsidiaries are included in the
consolidated financial statements of the Group from the
date that control is obtained to the date that control ceases.
The accounting policies of new subsidiaries are changed
where necessary to align them with those of the Group.
If the Group loses control over a subsidiary, it derecognises
the related assets (including goodwill), liabilities, non-controlling
interest and other components of equity, while any resultant
gain or loss is recognised in the income statement. Any
investment retained is recognised at fair value.
(b) Joint arrangements
A joint arrangement is a contractual arrangement whereby
two or more parties undertake an economic activity that is
subject to joint control, which requires unanimous consent
for strategic, financial and operating decisions.
(i) Joint ventures
A joint venture generally involves the establishment of
a corporation, partnership or other entity in which each
venturer has rights to the net assets of the joint venture and
joint control over strategic, financial and operating decisions.
The results, assets and liabilities of jointly controlled entities
are incorporated in the financial statements using the equity
method of accounting.
Goodwill relating to a joint venture which is acquired directly
is included in the carrying amount of the investment and is not
amortised. After application of the equity method, the Group’s
investments in joint ventures are reviewed to determine
whether any additional impairment loss in relation to the net
investment in the joint venture is required, and if so it is
written off in the period in which those circumstances are
identified. When there is a change recognised directly in the
equity of the joint venture, the Group recognises its share of
any change and discloses this, where applicable, in the
statement of comprehensive income.
Where the Group’s share of losses exceeds its equity-
accounted investment in a joint venture, the carrying amount
of the equity interest is reduced to nil and the recognition of
further losses is discontinued except to the extent that the
Group has incurred legal or constructive obligations.
Appropriate adjustment is made to the results of joint
ventures where material differences exist between a joint
venture’s accounting policies and those of the Group.
Dividend income from investments is recognised when the
shareholders’ rights to receive payment have been established.
(ii) Joint operations
Construction contracts carried out as a joint arrangement
without the establishment of a legal entity are joint operations.
The Group’s share of the results and net assets of these joint
operations are included under each relevant heading in the
income statement and the statement of financial position.
Morgan Sindall Group plc
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Annual Report 2024
Material accounting policy information
continued
(c) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised
income and expense arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with equity-
accounted investments are eliminated to the extent of the
Group’s interest in that investment. Unrealised losses are
eliminated in the same way as unrealised gains, but only
to the extent that there is no evidence of impairment.
Revenue and margin recognition
Revenue and margin are recognised as follows:
(a) Construction and infrastructure contracts
A significant portion of the Group’s revenue is derived from
construction and infrastructure services contracts. These
services are provided to customers across a wide variety of
sectors and the size and duration of the contracts can vary
significantly from a few weeks to more than 10 years.
The majority of contracts are considered to contain only
one performance obligation for the purposes of recognising
revenue. While the scope of works may include a number
of different components, in the context of construction
and infrastructure services activities these are usually
highly interrelated and produce a combined output for
the customer.
Contracts are typically satisfied over time. For fixed-price
construction contracts, progress is measured through a
valuation of the works undertaken by a professional quantity
surveyor, including an assessment of any elements for which
a price has not yet been agreed, such as changes in scope.
For cost-reimbursable infrastructure services, contracts
progress is measured based on the costs incurred to date as
a proportion of the estimated total cost and an assessment
of the final contract price payable.
Variations are not included in the estimated total contract
price until the customer has agreed the revised scope of work.
Where the scope has been agreed but the corresponding
change in price has not yet been agreed, only the amount that
is considered highly probable not to reverse in the future is
included in the estimated total contract price. Where delays
to the programme of works are anticipated and liquidated
damages would be contractually due, the estimated total
contract price is reduced accordingly. This is only mitigated by
expected extensions of time or commercial resolution being
achieved where it is highly probable that this will not lead to
a significant reversal in the future.
For cost-reimbursable contracts, expected pain share is
recognised in the estimated total contract price immediately,
while anticipated gain share and performance bonuses
are only recognised at the point that they are agreed by
the customer.
In order to recognise the profit over time, it is necessary to
estimate the total costs of the contract. These estimates take
account of any uncertainties in the cost of work packages
which have not yet been let and materials which have not yet
been procured, the expected cost of any acceleration of or
delays to the programme or changes in the scope of works
and the expected cost of any rectification works during the
defects liability period.
Once the outcome of a construction contract can be estimated
reliably, margin is recognised in the income statement in line
with the corresponding stage of completion. Where a contract
is forecast to be loss-making, the full loss is recognised
immediately in the income statement.
(b) Service contracts
Service contracts include design, maintenance and
management services. Contracts are typically satisfied over
time and revenue is measured through an assessment of time
incurred and materials utilised as a proportion of the total
expected or percentage of completion depending upon the
nature of the service.
(c) Sale of land and development properties
The Group derives a significant portion of revenue from the
sale of land, and the development and sale of residential and
commercial properties.
Contracts are typically satisfied at a point in time. This is
usually deemed to be legal completion as this is the point
at which the Group has an enforceable right to payment.
The only exception to this is pre-let forward-sold
developments where the customer controls the work in
progress as it is created; or where the Group is unable to
put the asset being constructed to an alternative use due
to legal or practical limitations and has an enforceable right
to payment for the work completed to date. Where these
conditions are met, the contract is accounted for as a
construction contract in accordance with paragraph (a) above.
Revenue from the sale of land, residential and commercial
properties is measured at the transaction price agreed in the
contract with the customer. While deferred payment terms
may be agreed in rare circumstances, the deferral never
exceeds 12 months. The transaction price is therefore not
adjusted for the effects of a significant financing component.
The Group no longer utilises shared equity loan schemes for
the sale of residential properties.
In order to recognise the profit, it is necessary to estimate the
total costs of a development. These estimates take account of
any uncertainties in the cost of work packages which have not
yet been let and materials which have not yet been procured
and the expected cost of any rectification works during the
defects liability period, which is 12 months for commercial
property and 24 months for residential property.
Profit is recognised by allocating the total costs of a scheme
to each unit at a consistent margin. For mixed-tenure schemes
which also incorporate a construction contract, the margin
recognised for the open market units is consistent with the
construction contract element of the development.
Financial statements
155
Material accounting policy information
continued
(d) Contract balances
Contract assets
Contract assets primarily relate to the Group’s right to
consideration for construction work completed but not
invoiced at the balance sheet date. The contract assets are
transferred to trade receivables when the amounts are
certified by the customer. On most contracts, certificates
are issued by the customer on a monthly basis.
Contract liabilities
Contract liabilities primarily relate to the advance
consideration received from customers in respect of
performance obligations which have not yet been fully
satisfied and for which revenue has not been recognised.
Contract liabilities are recognised as revenue when
performance obligation to the customer has been satisfied.
(e) Contract costs
Costs to obtain a contract are expensed unless they are
incremental, i.e. they would not have been incurred if the
contract had not been obtained, and the contract is expected
to be sufficiently profitable for them to be recovered.
Costs to fulfil a contract are expensed unless they relate to an
identified contract, generate or enhance resources that will be
used to satisfy the obligations under the contract in future
years and the contract is expected to be sufficiently profitable
for them to be recovered, in which case they are capitalised
to the extent they will be recovered in future periods.
Where costs are capitalised, they are amortised over the
shorter of the period for which revenue and profit can be
forecast with reasonable certainty and the duration of the
contract except where the contract becomes loss-making.
If the contract becomes loss-making, all capitalised costs
related to that contract are immediately expensed.
(f) Government grants
Funding received in respect of developer grants, where
funding is awarded to encourage the building and renovation
of affordable housing, is recognised as a deduction from
related expenses on a stage of completion basis over the life
of the project to which the funding relates.
Funding received to support the construction of housing
where current market prices would otherwise make a scheme
financially unviable is recognised as income on a legal
completion basis when the properties to which it relates
are sold.
Government grants are initially recognised as deferred income
at fair value when there is reasonable assurance that the
Group will comply with the conditions attached and the grants
will be received.
Leases
Where the Company is a lessee, a right-of-use asset and lease
liability are recognised at the outset 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 that date based on the
Group’s expectations of the likelihood of lease extension or
break options being exercised. In calculating the present value
of lease payments, the Group uses its incremental borrowing
rate at the lease commencement date because the interest
rate implicit in the lease is not readily determinable.
The lease liability is subsequently adjusted to reflect imputed
interest, payments made to the lessor and any lease
modifications.
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 assets are presented within the property,
plant and equipment line in the statement of financial position
and depreciated in accordance with the Group’s accounting
policy on property, plant and equipment. The amount charged
to the income statement comprises the depreciation of the
right-of-use asset and the imputed interest on the lease liability.
Lease payments on short-term leases and leases of low-value
assets are recognised as expense on a straight-line basis over
the lease term.
Finance income and expense
Finance income and expense is recognised using the effective
interest method.
Income tax
The income tax expense represents the current and deferred
tax charges. Income tax is recognised in the income statement
except to the extent that it relates to items recognised directly
in equity.
Current tax is the Group’s expected tax liability on taxable
profit for the year using tax rates enacted or substantively
enacted at the reporting date and any adjustments to tax
payable in respect of previous years.
Taxable profit differs from that reported in the income
statement because it is adjusted for items of income or
expense that are assessable or deductible in other years and
is adjusted for items that are never assessable or deductible.
Current tax relating to items recognised directly in equity
is recognised in equity and not in the income statement.
Morgan Sindall Group plc
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Annual Report 2024
Material accounting policy information
continued
Deferred tax is recognised using the liability method, providing
for temporary differences between the carrying amount of
assets and liabilities for financial reporting purposes and the
corresponding tax bases used in tax computations. Deferred
tax is not recognised for the initial recognition of assets or
liabilities in a transaction that is not a business combination
and affects neither accounting nor taxable profit, or
differences relating to investments in subsidiaries and joint
ventures to the extent that it is probable that they will not
reverse in the foreseeable future. Deferred tax is not
recognised for taxable temporary differences arising on the
initial recognition of goodwill.
Deferred tax is recognised on temporary differences which
result in an obligation at the reporting date to pay more tax,
or a right to pay less tax, at a future date, at the tax rates
expected to apply when they reverse, based on the laws that
have been enacted or substantively enacted at the reporting
date. Deferred tax assets are recognised to the extent that it
is regarded as more likely than not that they will be recovered.
Deferred tax assets and liabilities are not discounted and are
only offset where there is a legally enforceable right to offset
current tax assets and liabilities.
Goodwill and other intangible assets
Goodwill arises on business combinations and represents the
excess of the cost of an acquisition over the Group’s share of
the identifiable net assets of the acquiree at the acquisition
date. The consideration transferred for the acquisition of a
subsidiary is the fair value of the assets transferred, the
liabilities incurred and equity interests issued by the Group
in exchange for control of the acquiree. Consideration
transferred also includes the fair value of any asset or liability
resulting from a contingent consideration arrangement.
Acquisition-related costs are expensed in administrative
expenses as incurred. All identifiable assets and liabilities
acquired and contingent liabilities assumed are initially
measured at their fair values at the acquisition date.
Where the cost is less than the Group’s share of the
identifiable net assets, the difference is immediately
recognised in the income statement as a gain from a
bargain purchase.
Goodwill arising on acquisitions before the date of transition
to IFRS has been retained at the previous UK GAAP amounts
subject to being tested for impairment at that date.
Other intangible assets identified on acquisition by the
Group that have finite useful lives are recognised at fair value
and measured at cost less accumulated amortisation and
impairment losses. Those that are acquired separately,
such as software, are recognised at cost less accumulated
amortisation and impairment losses. Amortisation is
recognised on a straight-line basis over their estimated useful
lives. The estimated useful life and amortisation method are
reviewed at the end of each reporting period, with the effect
of any changes in estimate being accounted for on a
prospective basis. The estimated useful lives for the Group’s
finite-life intangible assets are three years.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any recognised impairment
loss. Depreciation is charged over their estimated useful lives
using the straight-line method on the following basis:
   
n
freehold land
not depreciated
n
plant and equipment
between 8.3% and 33% per year
n
fixtures and fittings
over the period of the lease
n
right-of-use assets
over the period of the lease
Residual values of property, plant and equipment are
reviewed and updated annually.
Gains and losses on disposal are determined by comparing
the proceeds from disposal against the carrying amount and
are recognised in the income statement.
Investment property
Investment property, which is property held to earn rentals
and/or capital appreciation, is stated at its fair value at the
reporting date. Gains or losses arising from changes in the
fair value of investment property are included in the income
statement for the period in which they arise.
Shared equity loan receivables
The Group has granted loans under shared equity home
ownership schemes allowing qualifying home buyers to defer
payment of part of the agreed sales price, up to a maximum
of 25%, until the earlier of the loan term (10 or 25 years
depending upon the scheme), remortgage or resale of the
property. On occurrence of one of these events, the Group
will receive a repayment based on its contributed equity
percentage and the applicable market value of the property as
determined by a member of the Royal Institution of Chartered
Surveyors. Early or part repayment is allowable under the
scheme and amounts are secured by way of a second charge
over the property. The loans are non-interest bearing.
The shared equity receivable balance is designated as at fair
value through profit and loss under IFRS 9. Fair value
movements are recognised in operating profit and include
accreted interest. There have been no transfers between
categories in the fair value hierarchy in the current and
preceding year.
Inventories
Inventories are stated at the lower of cost and net realisable
value. The cost of work in progress comprises raw materials,
direct labour, other direct costs and related overheads.
Net realisable value is the estimated selling price less
applicable costs.
Financial statements
157
Material accounting policy information
continued
Impairment of non-financial assets
The Group assesses at each reporting date whether there is
an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is
required, the Group estimates the asset’s recoverable amount.
When the carrying amount of an asset exceeds its recoverable
amount, the asset is considered impaired and is written down
to its recoverable amount.
Further disclosures relating to the impairment of non-financial
assets are provided in note 10, ‘Goodwill and other
intangible assets’.
Trade receivables
Trade receivables are initially recognised at fair value and are
subsequently measured at amortised cost using the effective
interest rate method with an appropriate allowance for
estimated irrecoverable amounts recognised in the income
statement. In accordance with IAS 1, trade receivables are
recognised as current when the Group expects to realise the
assets in its normal operating cycle.
Cash and cash equivalents
Cash and cash equivalents can include cash in hand, demand
deposits and other short-term, highly liquid investments that
are readily convertible to a known amount of cash and are
subject to an insignificant risk of changes in value. The carrying
amount of these assets approximates to their fair value.
Bank borrowings are generally considered to be financing
activities. However, bank overdrafts which are repayable on
demand form an integral part of an entity’s cash management.
In these circumstances, bank overdrafts are included as a
component of cash and cash equivalents for the purpose
of presentation in the consolidated cash flow statement.
A characteristic of such banking arrangements is that the bank
balance often fluctuates from being positive to overdrawn.
Trade payables
Trade payables are recognised initially at fair value and are
subsequently measured at amortised cost using the effective
interest rate method.
Retirement benefit schemes
(a) Defined contribution plan
A defined contribution plan is a post-retirement benefit plan
under which the Group pays fixed contributions to a separate
entity and has no legal or constructive obligation to pay
further amounts. The Group recognises payments to defined
contribution pension plans as staff costs in the income
statement as and when they fall due. Prepaid contributions
are recognised as an asset to the extent that a cash refund
or reduction on future payments is available.
(b) Defined benefit plan
A defined benefit plan is any post-retirement plan other than
a defined contribution plan. For defined benefit retirement
benefit schemes, the cost of providing benefits is determined
using the projected unit credit method, with actuarial
valuations being carried out at the end of each reporting
period. Remeasurement comprising actuarial gains and
losses, the effect of the asset ceiling (if applicable) and the
return on scheme assets (excluding interest) are recognised
immediately in the statement of financial position with a
charge or credit to the statement of comprehensive income
in the period in which they occur. Remeasurement recorded
in the statement of comprehensive income is not recycled.
Past service cost is recognised in the income statement when
the plan amendment or curtailment occurs, or when the
Group recognises related restructuring costs or termination
benefits, if earlier. Gains or losses on settlement of a defined
benefit plan are recognised when the settlement occurs.
Net interest is calculated by applying a discount rate to the
net defined benefit liability or asset. Defined benefit costs
are split into three categories: (i) service costs, which include
current service cost, past service cost and gains and losses
on curtailments and settlements; (ii) net interest expense
or income; and (iii) remeasurements.
The Group presents service costs within cost of sales and
administrative expenses in its consolidated income
statement. Net interest expense or income is recognised
within finance costs.
The retirement benefit obligation recognised in the
consolidated statement of financial position represents the
deficit or surplus in the Group’s defined benefit schemes.
Any surplus resulting from this calculation is limited to the
present value of any economic benefits available in the
form of refunds from the schemes or reductions in future
contributions to the schemes.
Provisions
Provisions are recognised when the Group has a present
legal or constructive obligation as a result of a past event,
it is probable that an outflow of resources will be required
to settle the obligation and the amount of the obligation
can be estimated reliably. Provisions are recognised for
events covered by the Group’s captive or self-insurance
arrangements, legal claims and restructuring.
When the Group expects some or all of a provision to be
reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset, but only
when the reimbursement is virtually certain. The expense
relating to a provision is presented in the statement of profit
or loss net of any reimbursement where the reimbursement
has met the virtually certain recognition criteria.
If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting
is used, the increase in the provision due to the passage of
time is recognised as a finance cost.
Morgan Sindall Group plc
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Annual Report 2024
Material accounting policy information
continued
Impairment of financial assets
The Group recognises lifetime expected credit losses for
trade receivables, contract assets and loans to joint ventures.
The expected credit losses on these financial assets are
estimated using a provision matrix based on the Group’s
historical credit loss experience, adjusted for factors that are
specific to the debtors, general economic conditions and
an assessment of both the current as well as the forecast
direction of conditions at the reporting date, including time
value of money where appropriate.
Share-based payments
Equity-settled share-based payments to employees are
measured at the fair value of the equity instruments at the
grant date. The fair value is expensed in employee benefits
expenses on a straight-line basis over the vesting period,
based on the Group’s estimate of equity instruments that
will eventually vest.
At each reporting date, the Group revises its estimate of the
number of equity instruments expected to vest as a result of
the effect of non-market-based vesting conditions. The impact
of the revision of the original estimates, if any, is recognised
in profit or loss such that the cumulative expense reflects
the revised estimate, with a corresponding adjustment to
equity reserves.
No expense is recognised for awards that do not ultimately
vest because non-market performance and/or service
conditions have not been met. Where awards include a
market or non-vesting condition, the transactions are treated
as vested irrespective of whether the market or non-vesting
condition is satisfied, provided that all other performance
and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted
earnings per share (further details are given in note 24).
Derivative financial instruments
and hedge accounting
Derivative financial instruments may be used in joint ventures
to hedge long-term floating interest rate and Retail Price Index
(RPI) exposures and in Group companies to manage their
exposure to foreign exchange rate risk.
Interest rate swaps, RPI swaps and foreign exchange forward
contracts are stated in the statement of financial position at
fair value. At the inception of the hedge relationship, the entity
documents the relationship between the hedging instrument
and the hedged item, along with its risk management
objectives and its strategy for undertaking various hedge
transactions. Furthermore, at the inception of the hedge
and on an ongoing basis, the Group documents whether the
hedging instruments that are used in hedging transactions
are highly effective in offsetting changes in fair values or
cash flows of hedged items.
Where financial instruments are designated as cash flow
hedges and are deemed to be effective, gains and losses
on remeasurement relating to the effective portion are
recognised in equity, and gains and losses on the ineffective
portion are recognised in the income statement.
Net investment hedges may be used to hedge exposure on
translation of net investments in foreign operations. Any gain
or loss on the hedging instrument relating to the effective
portion of the hedge is recognised in other comprehensive
income; the gain or loss relating to the ineffective portion is
recognised immediately in the income statement. In the event
of disposal of a foreign operation, the gains and losses
accumulated in other comprehensive income are recognised
in the income statement.
There have been no transfers between categories in the
fair value hierarchy in the current and preceding year.
Financial statements
159
Critical accounting judgements and estimates
for the year ended 31 December 2024
The preparation of financial statements under IFRS requires
the Company’s management to make judgements,
assumptions and estimates that affect the application of
accounting policies and the reported amounts of assets,
liabilities, income and expense. Actual results may differ from
these estimates. The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is
revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both
current and future periods.
Critical judgements and estimates in
applying the Group’s accounting policies
The following are the critical judgements and estimates that
the directors have made in the process of applying the
Group’s accounting policies and that have a significant effect
on the amounts recognised in the financial statements:
Revenue recognition – mixed-use schemes (judgement)
The Group acts as developer and/or contractor on a number
of mixed-use schemes. In some instances, judgement is
required to determine whether the revenue on a particular
element of the scheme should be recognised as work
progresses (recognised over time) or upon legal completion
(recognised at a point in time). A detailed assessment is
performed of the contractual agreements with the customer
as well as the substance of the transaction to determine
whether performance obligations have been satisfied.
Relevant factors that are considered include the point at which
legal ownership of the land passes to the customer, the
degree to which the customer can specify the major structural
elements of the design prior to construction work
commencing and the degree to which the customer can
specify modifications to the major structural elements of the
building during construction.
Revenue and profit recognition for long-term
contracts (judgement and estimate)
In order to determine the revenue and profit recognition in
respect of the Group’s construction contracts, the Group has
to estimate the total costs to deliver the contract as well as the
final contract value. The Group has to allocate total expected
costs between the amount incurred on the contract to the
end of the reporting period and the proportion to complete
in a future period. The assessment of the total costs to be
incurred and final contract value requires a degree of
judgement and estimation.
The final contract value may include assessments of the
recovery of variations which have yet to be agreed with the
customer, as well as additional compensation claim amounts.
The amount of variations and claims are often not fully agreed
with the customer due to timing and requirements of the
normal contractual process. Therefore, assessments are
based on judgement and estimates of the potential cost
impact of the compensation claims, and the revenue
recognised is constrained to amounts where the Group
believes it is highly probable that a significant reversal will not
occur. The estimation of costs to complete is based on all
available relevant information and may include judgements
and estimates of any potential defect liabilities or liquidated
damages for unagreed scope or timing variations. Costs
incurred in advance of the contract or contract fulfilment costs
that are directly attributable to the contract may also be
included as part of the total costs to complete the contract.
Judgement is required to consider when any pre-contract
costs or contract fulfilment costs are directly attributable to
a specific contract and the recognition of the related costs
over the life of the contract.
The reference to estimates above is not intended to comply
with the requirements of paragraph 125 of IAS 1 ‘Presentation
of Financial Statements’ as it is not expected there is a
significant risk of a material adjustment to the carrying
amount of assets and liabilities within the next financial year.
The above is presented as additional disclosure in order to
give more detail on the process for revenue and profit
recognition for long-term contracts.
Building safety provisions (estimate)
Management has reviewed legal and constructive obligations
with regard to remedial work to rectify legacy building safety
issues. Where obligations exist, these have been evaluated for
the likely cost to address, including repayments of the Building
Safety Fund, and an appropriate provision has been created.
The ongoing legislative and regulatory changes in respect of
legacy building safety issues create uncertainty around the
extent of remediation required for legacy buildings, the liability
for such remediation, recoveries from other parties (which
would only be recognised when virtually certain to be
received) and the time to be considered. This implies inherent
uncertainty as to the precise future obligations of the Group
in respect of building fire safety issues.
Management has recognised a provision based on its best
estimate of the future obligations. However, should the costs
of remediation increase by 5%, due to factors such as higher
than expected inflation, the impact on the remediation costs
would be £2.8m.
Please see note 19 for further detail.
Notes to the consolidated financial statements
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Annual Report 2024
1 Revenue
An analysis of the Group’s revenue is as follows:
   
 
2024
2023
 
£m
£m
Construction contracts
3,230.0
2,804.7
Other services
369.8
306.5
Construction services and fit out activities revenue
3,599.8
3,111.2
Partnership activities revenue
946.4
1,006.5
Total revenue
4,546.2
4,117.7
   
 
2024
2023
 
Recognised on
Recognised on
 
Recognised on
Recognised on
 
 
performance
performance
 
performance
performance
 
 
obligations
obligations
 
obligations
obligations
 
 
satisfied
satisfied at a
Total
satisfied
satisfied at a
Total
 
over time
point in time
revenue
over time
point in time
revenue
 
£m
£m
£m
£m
£m
£m
Contracting
549.7
14.8
564.5
473.7
473.7
Mixed tenure
116.9
179.8
296.7
177.6
186.2
363.8
Partnership Housing
666.6
194.6
861.2
651.3
186.2
837.5
Mixed Use Partnerships
27.9
62.6
90.5
73.4
111.9
185.3
Traditional fit out
1,116.9
1,116.9
943.9
943.9
Design and build
183.4
183.4
161.3
161.3
Fit Out
1,300.3
1,300.3
1,105.2
1,105.2
Construction
1,044.1
1,044.1
966.6
966.6
Infrastructure
1,047.0
1,047.0
886.7
886.7
Property Services
223.2
223.2
185.2
185.2
Inter-segment revenue
(20.1)
(20.1)
(48.8)
(48.8)
Total revenue
4,289.0
257.2
4,546.2
3,819.6
298.1
4,117.7
Financial statements
161
Notes to the consolidated financial statements
continued
2
Business segments
For management purposes, the Group is organised into six operating divisions: Partnership Housing, Mixed Use Partnerships,
Fit Out, Construction, Infrastructure and Property Services, and this is the structure of segment information reviewed by the
Chief Operating Decision Maker (CODM). The CODM is determined to be the Board of directors and reporting provided to the
Board is in line with these six divisions, which have been considered to be the Group’s operating segments.
The six operating divisions’ activities are as follows:
n
Partnership Housing: Lovell Partnerships Limited is focused on working in partnerships with local authorities and housing
associations. Activities include mixed-tenure developments, building and developing homes for open market sale and for
social/affordable rent, design and build house contracting and planned maintenance and refurbishment.
n
Mixed Use Partnerships: Muse Places Limited is focused on transforming the urban landscape through partnership working
and the development of multi-phase sites and mixed-use placemaking.
n
Fit Out: Overbury plc specialises in fit out and refurbishment in commercial, central and local government offices and further
education. Morgan Lovell plc provides office interior design and build services direct to occupiers.
n
Construction: Morgan Sindall Construction focuses on education, healthcare, commercial, industrial, leisure and retail markets.
n
Infrastructure: Morgan Sindall Infrastructure focuses on energy, nuclear, rail, highways, water and defence markets.
Infrastructure also includes the BakerHicks design activities based out of the UK and Switzerland.
n
Property Services: Morgan Sindall Property Services Limited provides response and planned maintenance services for social
housing and the wider public sector.
Group activities represent costs and income arising from corporate activities which cannot be meaningfully allocated to the
operating segments. These include the costs of the Group Board, treasury management, corporate tax coordination, Group
finance and internal audit, insurance management, company secretarial services, Group general counsel services, information
technology services, finance income and finance expense.
The Group reports its segmental information as presented below:
 
Partnership
Mixed Use
Property
Group
Housing
Partnerships
Fit Out
Construction
Infrastructure
Services
activities
Eliminations
Total
Year ended 31 December 2024
£m
£m
£m
£m
£m
£m
£m
£m
£m
External revenue
855.9
90.5
1,299.2
1,043.3
1,034.1
223.2
4,546.2
Inter-segment revenue
5.3
1.1
0.8
12.9
(20.1)
Total revenue
861.2
90.5
1,300.3
1,044.1
1,047.0
223.2
(20.1)
4,546.2
Impairment loss on
contract assets
(21.0)
(21.0)
Adjusted operating
profit/(loss) (note 28)
36.1
1.5
99.0
30.9
38.5
(17.8)
(25.6)
162.6
Amortisation of
intangible assets
(0.5)
(0.5)
Exceptional operating items
(2.7)
5.9
0.1
(3.4)
(0.1)
Operating profit/(loss)
33.4
7.4
99.0
31.0
38.5
(21.7)
(25.6)
162.0
Finance income
18.2
Finance expense
(8.3)
Profit before tax
171.9
Other information:
Depreciation
(2.6)
(0.8)
(3.0)
(2.5)
(18.9)
(4.2)
(1.1)
(33.1)
Average number
of employees
1,193
108
1,121
1,533
3,080
1,097
110
8,242
Morgan Sindall Group plc
162
Annual Report 2024
Notes to the consolidated financial statements
continued
2
Business segments
continued
 
Partnership
Mixed Use
     
Property
Group
   
 
Housing
Partnerships
Fit Out
Construction
Infrastructure
Services
activities
Eliminations
Total
Year ended 31 December 2023
£m
£m
£m
£m
£m
£m
£m
£m
£m
External revenue
821.2
185.3
1,104.8
945.2
876.0
185.2
4,117.7
Inter-segment revenue
16.3
0.4
21.4
10.7
(48.8)
Total revenue
837.5
185.3
1,105.2
966.6
886.7
185.2
(48.8)
4,117.7
Impairment loss on
                 
contract assets
(2.8)
(2.8)
Adjusted operating
                 
profit/(loss) (note 28)
30.5
14.8
71.8
25.9
38.5
(16.8)
(23.4)
141.3
Amortisation of
                 
intangible assets
(2.9)
(2.9)
Exceptional operating items
13.7
(11.5)
2.2
Operating profit/(loss)
30.5
28.5
71.8
14.4
38.5
(19.7)
(23.4)
140.6
Finance income
               
10.8
Finance expense
               
(7.5)
Profit before tax
               
143.9
Other information:
                 
Depreciation
(2.4)
(1.1)
(2.9)
(2.5)
(14.6)
(2.6)
(0.7)
(26.8)
Average number
of employees
1,131
97
1,031
1,430
2,788
1,105
107
7,689
Segment assets and liabilities are not presented as these are not reported to the CODM.
3
Profit for the year
Profit before tax for the year is stated after charging/(crediting):
   
2024
2023
 
Notes
£m
£m
Depreciation charge:
     
Plant, equipment, fixtures and fittings
11
9.7
7.9
Right-of-use assets
11
23.4
18.9
Government grants received
 
(1.4)
(3.1)
Amortisation of intangible assets
10
0.5
2.9
Auditor’s remuneration
 
2024
2023
 
£m
£m
Audit of the Company’s annual report
0.5
0.4
Audit of the Company’s subsidiaries and joint ventures
2.3
1.7
Total audit fees
2.8
2.1
Total non-audit fees
Total audit and non-audit fees
2.8
2.1
Non-audit fees totalled £4,186 for the year ended 31 December 2024 (2023: £4,865).
Financial statements
163
Notes to the consolidated financial statements
continued
4
Exceptional building safety items
   
   
2024
2023
 
Notes
£m
£m
Net additions on building safety provisions
19
(8.0)
(18.4)
Insurance and recoveries recognised in receivables
 
9.3
16.5
Exceptional building safety credit/(charge) within cost of sales
 
1.3
(1.9)
Exceptional building safety (charge)/credit within joint ventures
12
(1.4)
4.1
Total exceptional building safety (charge)/credit
 
(0.1)
2.2
During 2022, the Partnership Housing division signed the developers’ pledge (‘the pledge’) with the Ministry of Housing,
Communities and Local Government (MHCLG) (then the Department for Levelling Up, Housing and Communities (DLUHC)) setting
out the principles under which life-critical fire safety issues on buildings that they have developed of 11 metres and above in
height are to be remediated. A letter was also received from MHCLG (then DLUHC) requesting information to assess whether
it may be appropriate for Mixed Use Partnerships to also commit to the principles of the pledge as part of its commitment to
support the remediation of historic cladding and fire safety defects over and above its obligations under the new Building Safety
Act. The Group subsequently signed the Developer Remediation Contract in March 2023 on behalf of all of its divisions.
An exceptional charge of £48.9m was recognised in 2022 due to the materiality and irregular nature of creating provisions arising
because of the pledge.
In the current year, the legal and constructive obligations related to the pledge (including reimbursement of grants provided by
the Building Safety Fund), the Building Safety Act and associated fire safety regulations have been reassessed based on further
information. The overall movement in the building safety items is a net charge of £0.1m and is shown separately as an exceptional
item consistent with prior-year treatment.
Included in the £0.1m exceptional building safety charge (2023: £2.2m credit) is a £1.4m charge (2023: £4.1m credit) that has been
recognised in respect of the Group’s share of constructive and legal obligations to remediate legacy building safety issues within
joint ventures, and this has been recognised within the Group’s share of net profit of joint ventures. The remaining net credit of
£1.3m (2023: £1.9m charge) has been recognised in cost of sales.
At the reporting date, the Group had not yet made any reimbursements to the Building Safety Fund for amounts previously
granted and drawn on any of the developments for which the Group has taken responsibility. As notified by the MHCLG, any
repayments will only be requested upon final completion of all the relevant works. On this basis, any repayments are only likely
to commence towards the middle of 2025 at the earliest.
5
Staff costs
   
   
2024
2023
 
Notes
£m
£m
Wages and salaries
 
646.6
536.6
Social security costs
 
73.9
64.7
Other pension costs
17
28.7
22.1
Share options expense
24
10.5
6.6
   
759.7
630.0
Morgan Sindall Group plc
164
Annual Report 2024
Notes to the consolidated financial statements
continued
6
Finance income and expense
   
   
2024
2023
 
Notes
£m
£m
Interest receivable from joint ventures
 
0.8
Interest income on bank deposits
 
17.4
10.8
Finance income
 
18.2
10.8
Interest expense on lease liabilities
18
(3.8)
(2.5)
Loan arrangement and commitment fees
 
(2.2)
(2.0)
Discount unwind on deferred land payments
 
(2.3)
(3.0)
Finance expense
 
(8.3)
(7.5)
Net finance income
 
9.9
3.3
7 Tax
Tax expense for the year
   
 
2024
2023
 
£m
£m
Current tax:
   
Current year
40.1
16.9
Adjustment in respect of prior years
1.1
4.7
 
41.2
21.6
Deferred tax:
   
Current year
1.7
13.5
Adjustment in respect of prior years
(2.7)
(8.9)
 
(1.0)
4.6
Tax expense for the year
40.2
26.2
UK corporation tax is calculated at 25.0% (2023: 23.5%) of the estimated taxable profit for the year.
Financial statements
7 Tax
continued
165
Notes to the consolidated financial statements
continued
The table below reconciles the tax charge for the year to tax at the UK statutory rate:
   
   
2024
2023
 
Notes
£m
£m
Profit before tax
 
171.9
143.9
Less: underlying post-tax share of profits from joint ventures
12
(4.5)
(14.1)
   
167.4
129.8
UK corporation tax rate
 
25.0%
23.5%
Income tax expense at UK corporation tax rate
 
41.9
30.5
Tax effect of:
     
Adjustments in respect of prior years:
     
Relating to exceptional items
 
(2.0)
Other
 
(1.6)
(2.2)
Expenses for which no tax relief is recognised:
     
Proportion of exceptional items
 
(1.6)
(1.5)
Proportion of share-based payments
 
(0.8)
(1.3)
Other non-deductible expenses
 
0.6
0.6
Tax liability upon underlying joint venture profits
1
 
1.5
2.6
Other
 
0.2
(0.5)
Tax expense for the year
 
40.2
26.2
1
Certain of the Group’s joint ventures are partnerships for which profits are taxed within the Group rather than within the joint venture.
Deferred tax assets/(liabilities)
   
 
Asset
Tax losses
   
 
amortisation
and short-
   
 
and
term timing
Share-based
 
 
depreciation
differences
payments
Total
 
£m
£m
£m
£m
1 January 2023
(18.5)
9.5
2.2
(6.8)
(Charge)/credit to income statement
(0.6)
(5.4)
1.4
(4.6)
Credit to equity
2.7
2.7
1 January 2024
(19.1)
4.1
6.3
(8.7)
Credit/(charge) to income statement
(0.8)
(0.9)
2.7
1.0
Charge to equity
5.6
5.6
31 December 2024
(19.9)
3.2
14.6
(2.1)
Certain deferred tax assets and liabilities, as shown above, have been offset as the Group has a legally enforceable right to do so.
The UK statutory tax rate increased from 19% to 25% from 1 April 2023. Consequently the applicable tax rate for the Group in
2024 was 25% (2023: 23.5%).
Residential Property Developer Tax (RPDT) applies at a rate of 4% on profits arising from residential property development.
A £25m annual tax-free allowance applies in aggregate for the Group. A portion of the profits of the Group’s Partnership Housing
and Mixed Use Partnerships businesses are subject to RPDT. No liability has been accrued for 2024 (2023: liability less than £0.1m).
7 Tax
continued
Morgan Sindall Group plc
166
Annual Report 2024
Notes to the consolidated financial statements
continued
Deferred taxes at the balance sheet date are measured at the enacted rates that are expected to apply to the unwind of each
asset or liability. Accordingly, deferred tax balances as at 31 December 2024 have been calculated at a tax rate of 25% (2023: 25%),
with an allowance for RPDT where applicable.
Pillar Two legislation has been enacted in the UK, effective from 1 January 2024. The Group is within the scope of Pillar Two and
has assessed its potential exposure to Pillar Two income taxes. The Group does not expect any material exposure to Pillar Two
top-up taxes and no provision has been made for Pillar Two top-up taxes.
At 31 December 2024, the Group had unused tax losses of £27.9m (2023: £18.1m) available for offset against future profits.
A deferred tax asset of £0.6m (2023: £1.0m) has been recognised in respect of £2.3m (2023: £4.0m) of these losses. No deferred
tax asset has been recognised in respect of the remaining £25.6m of losses as these losses can only be utilised against profits
from specific sources, and there are no probable future profits from these sources. The losses may be carried forward indefinitely.
8 Dividends
Amounts recognised as distributions to equity holders in the year:
 
2024
2023
 
£m
£m
Final dividend for the year ended 31 December 2023 of 78p per share
36.5
Final dividend for the year ended 31 December 2022 of 68p per share
31.5
Interim dividend for the year ended 31 December 2024 of 41.5p per share
19.6
Interim dividend for the year ended 31 December 2023 of 36p per share
16.6
 
56.1
48.1
The proposed final dividend for the year ended 31 December 2024 of 90.0p per share is subject to approval by shareholders at
the AGM and has not been included as a liability in these financial statements.
9
Earnings per share
   
2024
2023
 
Notes
£m
£m
Profit attributable to the owners of the Company
 
131.7
117.7
Adjustments:
     
Exceptional building safety items
4
0.1
(2.2)
Amortisation of intangible assets
10
0.5
2.9
Tax relating to the above adjustments
 
(1.8)
(3.7)
Adjusted earnings
 
130.5
114.7
 
2024
2023
 
Number of
Number of
 
shares
shares
 
(millions)
(millions)
Basic weighted average number of ordinary shares
46.8
46.3
Dilutive effect of share options and conditional shares not vested
1.7
0.7
Diluted weighted average number of ordinary shares
48.5
47.0
Basic earnings per share
281.4p
254.2p
Diluted earnings per share
271.5p
250.4p
Adjusted earnings per share
278.8p
247.7p
Diluted adjusted earnings per share
269.1p
244.0p
Financial statements
9
Earnings per share
continued
167
Notes to the consolidated financial statements
continued
The average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options and
long-term incentive plan shares was based on quoted market prices for the year. The average share price for the year was £28.05
(2023: £18.57).
A total of 1,806 share options that could potentially dilute earnings per share in the future were excluded from the above
calculations because they were anti-dilutive at 31 December 2024 (2023: 2,535,887).
10
Goodwill and other intangible assets
   
   
Other intangible
 
 
Goodwill
assets
Total
 
£m
£m
£m
Cost
     
1 January 2023
217.7
41.4
259.1
Additions
0.3
0.3
1 January 2024
217.7
41.7
259.4
Disposals
(2.7)
(2.7)
31 December 2024
217.7
39.0
256.7
Accumulated amortisation
     
1 January 2023
(37.9)
(37.9)
Amortisation
(2.9)
(2.9)
1 January 2024
(40.8)
(40.8)
Amortisation
(0.5)
(0.5)
Disposals
2.7
2.7
31 December 2024
(38.6)
(38.6)
Net book value at 31 December 2024
217.7
0.4
218.1
Net book value at 31 December 2023
217.7
0.9
218.6
Goodwill represents the value of people, track record and expertise acquired within acquisitions that are not capable of being
individually identified and separately recognised. Goodwill is allocated at acquisition to the cash-generating units that are
expected to benefit from the business combination. The allocation is as follows: Partnership Housing £50.6m (2023: £50.6m),
Mixed Use Partnerships £16.0m (2023: £16.0m), Construction £68.7m (2023: £68.7m) and Infrastructure £82.4m (2023: £82.4m).
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.
In testing goodwill and other intangible assets for impairment, the recoverable amount of each cash-generating unit has been
estimated from value-in-use calculations. The key assumptions for the value-in-use calculations are those regarding the forecast
revenue and margin, discount rates and long-term growth rates by market sector. Forecast revenue and margin are based on
past performance, secured workload and workload likely to be achievable in the short to medium term, given trends in the
relevant market sector as well as macroeconomic factors.
Cash flow forecasts have been determined by using Board-approved budgets for the next three years. Cash flows beyond three
years have been extrapolated into perpetuity using an estimated nominal growth rate of 3.4% (2023: 3.3%). This growth rate does
not exceed the long-term average for the relevant markets.
Discount rates are pre-tax and reflect the current market assessment of the time value of money and the risks specific to the
cash-generating units. The risk-adjusted nominal rates used for the cash-generating units with goodwill balances are 14.2%
(2023: 15.1%) for Partnership Housing, 14.2% (2023: 15.1%) for Mixed Use Partnerships, 12.3% (2023: 12.5%) for Construction and
12.3% (2023: 12.5%) for Infrastructure. The decreased discount rates in 2024 are due to lower gilt yields and reductions in the cost
of equity, which were more significant in Partnership Housing and Mixed Use Partnerships than Construction and Infrastructure.
10
Goodwill and other intangible assets
continued
Morgan Sindall Group plc
168
Annual Report 2024
Notes to the consolidated financial statements
continued
In carrying out this exercise, no impairment of goodwill or other intangible assets has been identified. No reasonably foreseeable
change in the assumptions used within the value-in-use calculations would cause an impairment in any of the segments.
Other intangible assets relate to internally generated software in Property Services £0.4m (2023: £0.9m). The cost and
accumulated amortisation amounts for acquired intangible assets (excluding goodwill) that were fully written down at
31 December 2024 were £35.3m (2023: £35.3m) and (£35.3m) (2023: (£35.3m)) respectively.
Consideration of the impact of climate change
In terms of the possible impacts of climate change, the two key assumptions that could be sensitive to this are the growth rate
and discount rates noted above. If climate change has a negative impact on revenues and/or the operating costs of the Group
there could be a potential impact on the discounted cash flow growth rates used within the valuation model. Lower future growth
rates would reduce the level of the discounted cash flow valuation and hence the amount of headroom available to the Group
above an impairment trigger. At present, the material short- to medium-term risks presented by possible climate change impacts
are considered to be factored into the growth and discount rates where they are known and can be quantified.
Using the current assumptions, no reasonably foreseeable change in the assumptions used within the value-in-use calculations
would cause an impairment in any of the segments. Therefore, at present, changes in the long-term assumptions due to the
impact of climate change would also not be expected to trigger an impairment.
11
Property, plant and equipment
   
   
Plant,
Right-of-use assets
 
 
Freehold
equipment,
     
 
property and
fixtures and
Leasehold
Plant and
 
 
land
fittings
property
equipment
Total
 
£m
£m
£m
£m
£m
Cost
         
1 January 2023
2.4
53.2
58.9
35.8
150.3
Additions
4.3
10.0
8.2
20.3
42.8
Foreign exchange adjustments
0.1
0.1
Disposals
(3.9)
(12.9)
(5.1)
(21.9)
1 January 2024
6.7
59.3
54.3
51.0
171.3
Additions
18.2
7.3
20.7
46.2
Foreign exchange adjustments
(0.3)
(0.1)
(0.4)
Disposals
(11.9)
(5.6)
(6.9)
(24.4)
31 December 2024
6.7
65.3
55.9
64.8
192.7
Accumulated depreciation
         
1 January 2023
(35.7)
(27.3)
(12.5)
(75.5)
Depreciation charge
(7.9)
(8.2)
(10.7)
(26.8)
Foreign exchange adjustments
(0.1)
(0.1)
Disposals
2.0
10.5
4.6
17.1
1 January 2024
(41.7)
(25.0)
(18.6)
(85.3)
Depreciation charge
(9.7)
(7.8)
(15.6)
(33.1)
Foreign exchange adjustments
0.2
0.1
0.3
Disposals
10.7
4.0
5.8
20.5
31 December 2024
(40.5)
(28.7)
(28.4)
(97.6)
Net book value at 31 December 2024
6.7
24.8
27.2
36.4
95.1
Net book value at 31 December 2023
6.7
17.6
29.3
32.4
86.0
The Group holds some property, plant and equipment that is fully depreciated. The cost and accumulated depreciation amounts
of this fully written down property, plant and equipment at 31 December 2024 is £22.4m (2023: £14.8m) and (£22.4m)
(2023: (£14.8m)) respectively.
Financial statements
169
Notes to the consolidated financial statements
continued
12
Investments in joint ventures
The Group has interests in the following joint ventures:
Anthem Lovell LLP 50% partner
Anthem Lovell LLP is a joint venture with Anthem Homes Limited (a subsidiary of Walsall Housing Group Limited) carrying out
a strategic development project of a residential nature.
Brentwood Development Partnership LLP 50% partner
Brentwood Development Partnership LLP is a partnership with Seven Arches Investments Limited (a subsidiary of Brentwood
Borough Council) which is developing a series of sites in Brentwood over a 30-year period.
Chalkdene Developments LLP 50% partner
Chalkdene Developments LLP is a partnership with Herts Living Ltd (a subsidiary of Hertfordshire County Council) which is
developing a series of sites across Hertfordshire over a 15-year period.
Claymore Roads (Holdings) Limited 50% share
Claymore Roads (Holdings) Limited is a joint venture with Infrastructure Investments (Roads) Limited and is responsible for the
upgrade and operation of the A92 between Dundee and Arbroath in Scotland.
Edmundham Developments LLP 50% partner
Edmundham Developments LLP is a joint venture with Suffolk County Council, which has been established to progress the
development of residential homes across Suffolk, inclusive of associated infrastructure, local centres, employment land, education
land and extra care provision.
English Cities Fund Limited Partnership 22.9% share
English Cities Fund is a limited partnership with Homes England and Legal & General to develop mixed-use regeneration schemes
in assisted areas. Joint control is exercised through the board of the general partner at which each partner is represented by two
directors and no decision can be taken without the agreement of a director representing each partner.
Habiko LLP 33.3% partner
Habiko LLP is a housing innovation joint venture between Muse Places, Homes England and Pension Insurance Corporation which
aims to deliver low-carbon, low-energy affordable homes for rent, with a target of 3,000 homes over an initial term of 12 years.
Health Innovation Partners Limited 50% share
Through the Health Innovation Partners joint venture with Arcadis BAC Limited, the Group had a 25% interest in The Oxleas
Property Partnership LLP (TOPP), a joint venture with the Oxleas NHS Foundation Trust. In agreement with our partners, TOPP
was dissolved in 2024 and the joint venture is expected to be wound up during 2025.
Kinsted Developments LLP 50% partner
Kinsted Developments LLP is a joint venture with Edes Estates Limited (a subsidiary of West Sussex County Council) established
to carry out strategic developments of residential homes, town centre regeneration and extra care provision across West Sussex.
Laurus Lovell Whalley LLP 50% partner
Laurus Lovell Whalley LLP is a joint venture with THT Developments Limited (a subsidiary of Trafford Housing Limited) established
to carry out a strategic development project of a residential nature in the north west of England.
Lingley Mere Business Park Development Company Limited 50% share
Lingley Mere Business Park Development Company Limited is a joint venture with United Utilities Property Services Limited
(a subsidiary of United Utilities PLC) delivering development at a site in Warrington.
Lovell Flagship LLP 50% partner
Lovell Flagship LLP is a joint venture with Flagship Housing Developments Limited (a subsidiary of Flagship Housing Group Limited)
established to carry out strategic development and/or regeneration projects of a primarily residential nature.
Lovell Latimer LLP 50% partner
Lovell Latimer LLP is a joint venture with Latimer Developments Limited (a subsidiary of Clarion Housing Group) established
to carry out a strategic development project of a residential nature in the north west of England.
12
Investments in joint ventures
continued
Morgan Sindall Group plc
170
Annual Report 2024
Notes to the consolidated financial statements
continued
Lovell Together (Pendleton) LLP 50% partner
Lovell Together (Pendleton) LLP is a joint venture with Together Commercial Limited (a subsidiary of Together Housing Group
Limited) established to carry out a strategic development project of a residential nature in the north west of England.
Lovell Together LLP 50% partner
Lovell Together LLP is a joint venture with Together Commercial Limited (a subsidiary of Together Housing Group Limited)
carrying out three strategic development projects of a residential nature in eastern England.
Lovell/Abri Weymouth LLP 50% partner
Lovell/Abri Weymouth LLP is a joint venture with Radian Developments Limited (a subsidiary of Abri Group Limited) carrying out
a strategic development project of a residential nature.
Morgan-Vinci Limited 50% share
Morgan-Vinci Limited is a joint venture with Vinci Newport DBFO Limited and is responsible for the construction and operation
of the Newport Southern Distributor Road.
Slough Urban Renewal LLP 50% partner
Slough Urban Renewal LLP is a partnership with Slough Borough Council which is developing a series of sites in Slough over
an initial term of 15 years extendable by 10 years.
South Thamesmead LLP 50% partner
South Thamesmead LLP is a joint venture with Peabody Developments Limited (a subsidiary of Peabody Trust) established
to carry out the next mixed-tenure phases of the regeneration of South Thamesmead in South East London.
St Andrews Brae Developments Limited 50% share
St Andrews Brae Developments Limited is a joint venture with Miller Homes which has completed a development of residential
housing and apartments in Bearsden, Glasgow.
The Bournemouth Development Company LLP 50% partner
The Bournemouth Development Company LLP is a partnership with Bournemouth, Christchurch and Poole Council which is
developing a series of sites in Bournemouth over a 20-year period.
The Compendium Group Limited 50% share
The Compendium Group Limited is a joint venture with The Riverside Group Limited and is a company formed to carry out
strategic development and regeneration projects of a primarily residential nature.
The Prestwich Regeneration LLP 50% partner
The Prestwich Regeneration LLP is a joint venture with Bury Metropolitan Borough Council and was set up to undertake the
redevelopment of the Longfield Shopping Centre in Prestwich, located in the Metropolitan Borough of Bury, Greater Manchester.
Wapping Wharf (Alpha) LLP 50% partner
Wapping Wharf (Alpha) LLP is a joint venture with Wapping Wharf (Umberslade) Limited which has completed development of the
first phase of residential apartments within the Harbourside Regeneration Area of Bristol.
Wapping Wharf (Beta) LLP 40% partner
Wapping Wharf (Beta) LLP is a joint venture with Wapping Wharf (Umberslade) Limited which will develop the second phase of
residential apartments within the Harbourside Regeneration Area of Bristol.
Waterside Places Limited Partnership 50% partner
Waterside Places Limited Partnership is a joint venture with The Canal and River Trust to undertake regeneration of waterside sites.
Waterside Places (General Partner) Limited 50% share
Waterside Places (General Partner) is a joint venture with The Canal and River Trust to undertake regeneration of waterside sites.
Wirral Growth Company LLP 50% partner
Wirral Growth Company LLP is a joint venture with Wirral Borough Council and was set up to undertake regeneration of
numerous sites in the Wirral region of North West England.
Financial statements
12
Investments in joint ventures
continued
171
Notes to the consolidated financial statements
continued
Investments in equity-accounted joint ventures are as follows:
   
   
2024
2023
 
Notes
£m
£m
1 January
 
106.6
84.0
Equity-accounted share of net profits:
     
Underlying share of net profits
 
4.6
14.1
Exceptional building safety (charge)/credit
4
(1.4)
4.1
   
3.2
18.2
Capital advances to joint ventures
 
29.1
44.2
Capital repayments by joint ventures
 
(27.9)
(34.2)
Non-cash impairment reversal – other operating income
 
5.1
Dividends received
 
(4.2)
(1.6)
Reclassification to funding obligations payable
 
(4.0)
31 December
 
111.9
106.6
During 2024, an exceptional building safety charge of £1.4m (2023: credit of £4.1m) has been recognised in respect of the Group’s
share of constructive and legal obligations to remediate legacy building safety issues within joint ventures.
Summarised financial information related to equity-accounted joint ventures that are not individually material is set out below.
   
 
2024
2023
 
£m
£m
Non-current assets (100%)
60.7
61.6
Current assets (100%)
471.7
550.5
Current liabilities (100%)
(90.8)
(149.2)
Non-current liabilities (100%)
(191.4)
(190.4)
Net assets reported by equity-accounted joint ventures (100%)
250.2
272.5
Revenue (100%)
238.2
299.8
Expenses (100%)
(233.5)
(267.8)
Net profit (100%)
4.7
32.0
Results of equity-accounted joint ventures:
   
 
2024
2023
 
£m
£m
Group share of profit before tax
4.6
14.1
Exceptional building safety (charge)/credit
(1.4)
4.1
Group share of tax
(0.1)
Group share of profit after tax
3.1
18.2
Morgan Sindall Group plc
172
Annual Report 2024
Notes to the consolidated financial statements
continued
13 Inventories
   
 
2024
2023
 
£m
£m
Land
1
154.1
126.7
Work in progress
321.9
218.0
Inventories
476.0
344.7
1
The 2023 figure was presented as part of ‘work in progress’ in the 2023 financial statements.
Work in progress comprises housing, commercial and mixed-use developments in the course of construction.
14
Contract assets and liabilities
   
 
2024
2023
 
£m
£m
Contract assets
224.6
270.6
Contract liabilities
(110.4)
(95.8)
Net contract assets
114.2
174.8
The contract assets primarily relate to the Group’s right to consideration for construction work completed but not invoiced at the
balance sheet date. The contract assets are transferred to trade receivables when the amounts are certified by the customer.
On most contracts, certificates are issued by the customer on a monthly basis. All contract assets held at 31 December 2024
are expected to be invoiced and transferred to trade receivables within the next 12 months.
The Group has taken advantage of the practical expedient in paragraph 94 of IFRS 15 to immediately expense the incremental
costs of obtaining contracts where the amortisation period of the assets would have been one year or less.
The contract liabilities primarily relate to the advance consideration received from customers in respect of performance
obligations which have not yet been fully satisfied and for which revenue has not been recognised. All contract liabilities held at
31 December 2024 are expected to satisfy performance obligations in the next 12 months.
Significant changes in the contract assets and the contract liabilities during the period are as follows:
   
 
2024
2023
 
Contract
Contract
Contract
Contract
 
assets
liabilities
assets
liabilities
 
£m
£m
£m
£m
1 January
270.6
(95.8)
294.6
(74.2)
Revenue recognised:
       
Performance obligations satisfied in the current year
4,450.4
95.8
4,043.5
74.2
Cash received for performance obligations not yet satisfied
(110.4)
(95.8)
Amounts transferred to trade receivables
(4,475.4)
(4,064.7)
Impairment of contract assets
(21.0)
(2.8)
31 December
224.6
(110.4)
270.6
(95.8)
Financial statements
14
Contract assets and liabilities
continued
173
Notes to the consolidated financial statements
continued
The following table sets out the Group secured workload by operating segment which is deemed to be the revenue expected to be
recognised in the future related to performance obligations that are unsatisfied or partially unsatisfied at the balance sheet date:
 
2025
2026
2027+
Total
 
£m
£m
£m
£m
Partnership Housing
922.1
596.1
655.8
2,174.0
Mixed Use Partnerships
242.8
267.6
3,574.5
4,084.9
Fit Out
1,187.4
251.5
1,438.9
Construction
771.3
178.3
2.2
951.8
Infrastructure
784.9
527.4
570.8
1,883.1
Property Services
195.8
145.7
545.6
887.1
Eliminations
(0.5)
(0.5)
 
4,103.8
1,966.6
5,348.9
11,419.3
Of these amounts, £6,164.5m relates to performance obligations to be satisfied for in-progress contracts at the year end.
15
Trade and other receivables
   
2024
2023
 
Notes
£m
£m
Amounts falling due within one year
     
Trade receivables
26
300.2
320.9
Amounts owed by joint ventures
25
15.8
21.1
Prepayments
 
16.1
17.8
Insurance receivables
 
23.1
21.7
Other receivables
 
29.0
31.3
   
384.2
412.8
Amounts falling due after more than one year
     
Trade receivables
26
69.3
48.8
   
69.3
48.8
Trade and other receivables
 
453.5
461.6
The directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Trade receivables are stated after provisions for impairment losses of £1.3m (2023: £1.5m) (see note 26).
Retentions held by customers for contract work included within trade receivables at 31 December 2024 were £129.1m
(2023: £105.3m). These will be collected in the normal operating cycle of the Group including £69.3m (2023: £48.8m) that fall due
in more than one year. The Group manages the collection of retentions through its post-completion project monitoring
procedures and ongoing contact with clients to ensure that potential issues that could lead to the non-payment of retentions are
identified and addressed promptly.
The Group holds third-party insurances that may mitigate the contract and legal liabilities described in note 19 Provisions and
note 20 Contingent liabilities. Insurance receivables are recognised when reimbursement from insurers is virtually certain.
Morgan Sindall Group plc
174
Annual Report 2024
Notes to the consolidated financial statements
continued
16
Trade and other payables
   
   
2024
2023
 
Notes
£m
£m
Trade payables
 
211.1
202.2
Amounts owed to joint ventures
25
0.2
0.2
Other tax and social security
 
139.3
142.8
Accrued expenses
 
729.8
703.9
Deferred income
 
7.1
3.8
Land creditors
 
30.8
20.7
Other payables
 
12.0
13.4
Current
 
1,130.3
1,087.0
Land creditors
 
15.3
25.5
Other payables
 
1.3
2.7
Non-current
 
16.6
28.2
The directors consider that the carrying amount of trade payables approximates to their fair value. No interest was incurred
on outstanding balances. Non-current other payables have been discounted by £1.3m (2023: £4.3m) to reflect the time value
of money.
Retentions withheld from subcontractors included in trade payables amount to £95.5m (2023: £88.8m).
17
Retirement benefit schemes
Defined contribution plan
Between 1995 and 2024, the Group operated a defined contribution plan, the Morgan Sindall Retirement Benefits Plan
(‘the Retirement Plan’) for employees of the Group. The assets of the Retirement Plan were held separately from those of the
Group in funds under the control of the Trustee of the Retirement Plan.
During 2024, the Group replaced these arrangements, with past and present employees’ savings and future contributions being
transferred into LifeSight, WTW’s master trust, a defined contribution multi-employer pension trust (‘LifeSight’) with an
independent trustee board.
The total cost charged to the income statement of £28.7m (2023: £22.1m) represents contributions payable to defined
contribution pension plans by the Group.
As at 31 December 2024, contributions of £4.2m (2023: £3.7m) were due in respect of December’s contribution not paid over
to the Retirement Plan.
Defined benefit plan
The Retirement Plan previously included a defined benefit section comprising liabilities and transfers of funds representing
the accrued benefit rights of active and deferred members and pensioners of pension plans of companies which had become
part of the Group. These included salary-related benefits for members in respect of benefits accrued before 31 May 1995
(and benefits transferred in from The Snape Group Limited Retirement Benefits Scheme accrued up to 1 August 1997).
No further defined benefit membership rights could accrue after those dates.
On 23 May 2018, the Trustees of the Retirement Plan completed a buy-in transaction with Aviva to insure the benefits of the
Defined Benefit members. The buy-in policy was an asset of the Plan that provided payments that were an exact match to the
pension payments made to the Defined Benefit members covered by the policy.
On 31 October 2023, the Trustees of the Retirement Plan completed a buy-out transaction with Aviva, converting the buy-in
transaction of 2018 into a buy-out arrangement whereby Aviva assumed direct responsibility for all member liabilities.
A further £0.2m was paid to Aviva in cash to finalise the buy-out, following an exercise to finalise and true up the liabilities.
Financial statements
17
Retirement benefit schemes
continued
175
Notes to the consolidated financial statements
continued
Termination of the Retirement Plan
On 7 November 2024, the Retirement Plan was terminated as there were no further assets or liabilities within the Retirement
Plan, following the buy-out of the defined benefit plan in 2023 and the transfer of the defined contribution funds and
contributions to LifeSight in 2024, as detailed above.
   
 
2024
2023
 
Assets
Liabilities
Total
Assets
Liabilities
Total
 
£m
£m
£m
£m
£m
£m
1 January
6.6
(6.8)
(0.2)
Buy-out
(6.6)
6.8
0.2
31 December
There was no actuarial gain or loss recognised in the statement of comprehensive income during the current or prior year.
18
Lease liabilities
The Group leases several assets including the buildings, plant and vehicles to enable the Group to carry out its day-to-day
operations. The average lease term is five years. There are no variable terms to any of the leases. The maturity profile for the
lease liabilities at 31 December 2024 is set out below:
   
 
2024
2023
   
Plant and
   
Plant and
 
 
Property
equipment
Total
Property
equipment
Total
 
£m
£m
£m
£m
£m
£m
Within one year
6.5
16.1
22.6
5.6
13.5
19.1
Within two to five years
19.4
23.6
43.0
23.9
22.8
46.7
After more than five years
5.9
5.9
6.0
6.0
Total undiscounted cash flows
31.8
39.7
71.5
35.5
36.3
71.8
Deduct impact of discounting
(2.4)
(2.4)
(4.8)
(4.1)
(3.9)
(8.0)
31 December
29.4
37.3
66.7
31.4
32.4
63.8
   
 
2024
2023
   
Plant and
   
Plant and
 
 
Property
equipment
Total
Property
equipment
Total
 
£m
£m
£m
£m
£m
£m
1 January
31.4
32.4
63.8
34.0
22.9
56.9
Additions
7.3
20.7
28.0
8.2
20.3
28.5
Terminations
(2.1)
(1.0)
(3.1)
(2.4)
(0.5)
(2.9)
Repayments
(8.9)
(16.9)
(25.8)
(9.6)
(11.6)
(21.2)
Interest expense (note 6)
1.7
2.1
3.8
1.2
1.3
2.5
31 December
29.4
37.3
66.7
31.4
32.4
63.8
Lease payments on short-term leases and leases of low-value assets recognised as an expense within the income statement
totalled £2.3m (2023: £1.8m).
Morgan Sindall Group plc
176
Annual Report 2024
Notes to the consolidated financial statements
continued
19 Provisions
   
 
Building
 
Contract
   
 
safety
Self-insurance
and legal
Other
Total
 
£m
£m
£m
£m
£m
1 January 2023
38.3
19.8
15.7
3.1
76.9
Reclassifications
0.3
3.7
4.0
Utilised
(0.9)
(1.3)
(5.2)
(0.3)
(7.7)
Additions
26.3
3.9
10.6
0.8
41.6
Released
(7.9)
(3.2)
(6.5)
(1.1)
(18.7)
1 January 2024
56.1
19.2
18.3
2.5
96.1
Utilised
(7.3)
(1.3)
(7.6)
(16.2)
Additions
11.9
4.3
21.5
1.1
38.8
Released
(3.9)
(3.0)
(5.2)
(1.1)
(13.2)
31 December 2024
56.8
19.2
27.0
2.5
105.5
Current
56.8
1.2
27.0
0.1
85.1
Non-current
18.0
2.4
20.4
31 December 2024
56.8
19.2
27.0
2.5
105.5
Building safety provisions
Management has reviewed legal and constructive obligations arising from the developers’ pledge, the Building Safety Act and
other associated fire regulations. Where obligations exist, these have been evaluated for the likely cost to address, including
repayments of the Building Safety Fund. As a result of this review process provisions are recognised, as reported in the table
above, excluding those recognised in joint ventures. The provision is expected to be utilised in the next two years, with
repayments to the Building Safety Fund commencing in 2025.
See note 4 for further detail.
The Group also holds third-party insurances that may mitigate the liabilities. Third-party insurance reimbursement in respect of
these provisions has been recognised as a separate asset, but only when the reimbursement is virtually certain. See notes 4 and
15 for details of mitigating insurance receivables recognised at the period end.
Note 20 includes details of contingent liabilities related to building safety.
Self-insurance provisions
Self-insurance provisions comprise the Group’s self-insurance of certain risks and include £11.5m (2023: £10.0m) held in the
Group’s captive insurance company, Newman Insurance Company Limited.
The Group makes provisions in respect of specific types of claims incurred but not reported (IBNR). The valuation of IBNR
considers past claims experience and the risk profile of the Group. These are reviewed periodically and are intended to provide
a best estimate of the most likely or expected outcome.
Contract and legal provisions
Contract and legal provisions include liabilities, loss provisions, defect and warranty provisions on contracts that have reached
completion.
The Group also holds third-party insurances that may mitigate the liabilities. Third-party insurance reimbursement is recognised
as a separate asset, but only when the reimbursement is virtually certain. See note 15 for details of mitigating insurance
receivables recognised at the period end.
Note 20 includes details of contingent liabilities related to claims.
Other provisions
Other provisions include property dilapidations and other personnel-related provisions.
Financial statements
177
Notes to the consolidated financial statements
continued
20
Contingent liabilities
Group banking facilities and surety bond facilities are supported by cross guarantees given by the Company and participating
companies in the Group. There are contingent liabilities in respect of surety bond facilities, guarantees and claims under
contracting and other arrangements, including joint arrangements and joint ventures entered into in the normal course
of business. As at 31 December 2024, contract bonds in issue under uncommitted facilities covered £194.9m of contract
commitments of the Group, of which £19.4m relates to joint arrangements and £nil relates to joint ventures (2023: £174.7m,
of which £22.3m related to joint arrangements and £nil related to joint ventures).
Contingent liabilities may also arise in respect of subcontractor and other third-party claims made against the Group, in the
normal course of trading. These claims can include those relating to cladding/legacy fire safety matters, and defects. A provision
for such claims is only recognised to the extent that the directors believe that the Group has a legal or constructive obligation as
a result of a past event and it is probable that an outflow of economic benefit will be required to settle the obligation. However,
such claims are predominantly covered by the Group’s insurance arrangements. Recoveries under insurance arrangements are
recognised as insurance receivables when they are considered virtually certain.
Building safety
At 31 December 2024, provisions in respect of liabilities arising from the developers’ pledge, the Building Safety Act and other
associated fire regulations totalled £63.7m (2023: £61.6m), including those related to joint ventures.
The ongoing legislative and regulatory changes in respect of legacy building safety issues create uncertainty around the extent
of remediation required for legacy buildings, the liability for such remediation, recoveries from other parties and the time to be
considered. It is possible that as remediation work proceeds, additional remedial works are required that may not have been
identified from the reviews and physical inspections undertaken to date. The scope of buildings and remediation works to be
considered may also change as legislation and regulations continue to evolve.
Uncertainties also exist in respect of the timing and extent of expected recoveries from other third parties involved in developments.
21
Share capital
   
 
2024
2023
 
Number
£m
Number
£m
Issued and fully paid ordinary shares of 5p each:
       
1 January
47,357,726
2.4
47,350,604
2.4
Exercise of share options
646,695
7,122
31 December
48,004,421
2.4
47,357,726
2.4
All issued ordinary shares are fully paid. Ordinary shares are entitled to dividends when declared and each share carries the right
to one vote at a meeting of the Company.
During 2024, 646,695 shares were issued in respect of options exercised under the Group’s Save As You Earn (SAYE) Plan for a
total consideration of £9.7m (2023: 7,122 shares were issued for a total consideration of £0.1m).
22
Other reserves
   
 
Capital
     
 
redemption
Translation
Hedging
Total other
 
reserve
reserve
reserve
reserves
 
£m
£m
£m
£m
1 January 2023
0.6
1.3
(0.8)
1.1
Exchange rate variances
0.2
0.2
1 January 2024
0.6
1.5
(0.8)
1.3
Exchange rate variances
(0.3)
(0.3)
Fair value gains/(losses)
(0.1)
(0.1)
31 December 2024
0.6
1.2
(0.9)
0.9
The capital redemption reserve was created on the redemption of preference shares in 2003.
22
Other reserves
continued
Morgan Sindall Group plc
178
Annual Report 2024
Notes to the consolidated financial statements
continued
The hedging reserve arises from cash flow hedge accounting. Movements on the effective portion of hedges are recognised
through the hedging reserve, while any ineffectiveness is taken to the income statement.
The translation reserve comprises the aggregate effect of translating overseas operations into the Group’s functional currency.
23
Retained earnings
Retained earnings include shares in Morgan Sindall Group plc purchased in the market and held by the Morgan Sindall Employee
Benefit Trust (‘the Trust’) to satisfy options under the Company’s share incentive schemes. The number of shares held by the Trust
at 31 December 2024 was 1,241,722 (2023: 1,124,215) with a cost of £51.5m (2023: £23.4m). All of the shares held by the Trust
were unallocated at the year end and dividends on these shares have been waived. Based on the Company’s share price at
31 December 2024 of £39.00 (2023: £22.15), the market value of the shares was £48.4m (2023: £24.9m).
24
Share-based payments
The Group recognised a share-based payment expense of £10.5m (2023: £6.6m) related to equity-settled share-based payment
transactions. The Group has four share option schemes with unvested options or awards at 31 December 2024:
n
Share Option Plan (2014 SOP and 2023 SOP) for eligible employees across the Group. Options can be exercised if the EPS
performance conditions are met over a three-year vesting period (options granted since 2022 have no performance condition
other than continued service). If the options remain unexercised after a period of 10 years from the date of grant the options
lapse. If employees are not deemed to be good leavers under the rules of the 2014 SOP and 2023 SOP, their options will be
forfeited if they leave the Group before the end of the three-year vesting period.
n
Save As You Earn (SAYE) Plan for all employees who are employed by the Group at the relevant invitation date. There are no
performance criteria for the SAYE and options are issued to participants in accordance with HMRC rules.
n
Long-Term Incentive Plan (2014 LTIP and 2023 LTIP). Details of the performance conditions and other information in respect
of the 2014 LTIP and 2023 LTIP are set out in the directors’ remuneration report on page 129.
n
Deferred bonus plan nil-cost options (’deferred bonus plan’). Information in respect of the deferred bonus plan is set out in the
directors’ remuneration report on pages 121 and 123.
Details of the share awards and options granted during the year and the valuation methodology are as follows:
   
   
Share awards under 2023 LTIP
 
   
Awards with
Awards with
Share options
   
TSR condition
EPS condition
under 2023 SOP
Number of awards or options granted
 
85,306
170,611
819,323
Weighted average fair value at date of grant (per share)
 
£12.94
£20.73
£5.83
Weighted average share price at date of grant
 
£22.80
£22.80
£22.80
Weighted average exercise price
 
n/a
n/a
£23.16
Valuation model
 
Monte Carlo
Black-Scholes
Black-Scholes
Expected term (from date of grant)
 
3.0 years
3.0 years
6.5 years
Expected volatility
(a)
29.70%
28.10%
36.40%
Expected dividend yield
(b)
n/a
n/a
4.46%
Risk-free rate
 
4.22%
4.36%
3.96%
(a)
Volatility has been calculated over the period of time commensurate with the expected award term immediately prior to the
date of grant.
(b)
Under the 2014 and 2023 LTIP, award holders may receive the value of any dividends paid during the vesting period in respect
of their vested shares at the end of the vesting period. Consequently, the fair value is not discounted for value lost in respect
of dividends.
Financial statements
24
Share-based payments
continued
179
Notes to the consolidated financial statements
continued
The following table provides a summary of the options granted under the Company’s employee share option schemes during the
current and comparative year:
   
 
2024
2023
   
Weighted
 
Weighted
 
Number
average
Number
average
 
of share
exercise price
of share
exercise price
 
options
(£)
options
(£)
Outstanding at 1 January
5,075,634
16.40
3,669,906
16.81
Granted during the year
835,756
22.71
2,013,335
15.38
Lapsed during the year
(229,040)
16.03
(263,308)
17.08
Exercised during the year
(1,955,565)
15.76
(344,299)
14.22
Outstanding at 31 December
3,726,785
18.11
5,075,634
16.40
Exercisable at 31 December
572,074
13.90
1,072,170
15.02
Weighted average remaining contractual life
6.29 years
 
5.65 years
 
The weighted average share price at the date of exercise for share options exercised during the year was £26.58 (2023: £19.00).
The options outstanding at 31 December 2024 had exercise prices ranging from £nil to £24.22 (2023: £nil to £20.57).
25
Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and
are not disclosed in this note. During the year, Group companies entered into transactions to provide construction and property
development services with related parties, all of which were joint ventures, not members of the Group, amounting to £136.5m
(2023: £186.4m). At 31 December 2024, amounts owed to the Group by joint ventures was £15.8m (2023: £21.1m) and amounts
owed by the Group to joint ventures was £0.2m (2023: £0.2m) including joint venture funding obligations as described in note 12.
Remuneration of key management personnel
The Group considers key management personnel to be the members of the Group management team, and sets out below, in
aggregate, remuneration for each of the categories specified in IAS 24 ‘Related Party Disclosures’.
   
 
2024
2023
 
£m
£m
Short-term employee benefits
11.2
9.5
Post-employment benefits
0.2
0.1
Termination benefits
0.3
Share-based payments
3.3
1.9
 
14.7
11.8
Details of directors’ remuneration are set out in the directors’ remuneration report on pages 111 to 130.
Directors’ transactions
There have been no related party transactions with any director in the year or in the subsequent period to 25 February 2025.
Directors’ material interests in contracts with the Company
No director held any material interest in any contract with the Company or any Group company in the year or in the subsequent
period to 25 February 2025.
Morgan Sindall Group plc
180
Annual Report 2024
Notes to the consolidated financial statements
continued
26
Financial instruments
Net cash
Net cash is defined as cash and cash equivalents less borrowings and non-recourse project financing as shown below:
   
 
2024
2023
 
£m
£m
Cash and cash equivalents
544.2
541.3
Bank overdrafts presented as borrowings due within one year
(51.8)
(80.6)
Cash and cash equivalents reported in the consolidated cash flow statement
492.4
460.7
Net cash
492.4
460.7
Included within cash and cash equivalents is £23.1m (2023: £26.1m) which is the Group’s share of cash held within jointly
controlled operations. There is £26.0m included within cash and cash equivalents that is held for future payment to designated
suppliers (2023: £13.9m). There is a third-party charge of £0.3m (2023: £0.5m) on a bank account in Switzerland for the purpose
of rental guarantees for offices occupied by BakerHicks.
The Group has £180m of committed loan facilities maturing more than one year from the balance sheet date, of which £15m
matures in June 2027 and £165m in October 2027. These facilities are undrawn at 31 December 2024.
Average daily net cash during 2024 was £374.2m (2023: £281.7m). Average daily net cash is defined as the average of the 366
(2023: 365) end-of-day balances of the net cash (as defined above) over the course of a reporting period. Management uses this
as a key metric in monitoring the performance of the business.
Financial risks and management
The Group has exposure to a variety of financial risks through the conduct of its operations. Risk management is governed by
the Group’s operational policies, which are subject to periodic review by the Group’s internal audit team and twice-yearly review
by management. The policies include written principles for the Group’s risk management as well as specific policies, guidelines
and authorisation procedures in respect of specific risk mitigation techniques such as the use of derivative financial instruments.
The Group does not enter into derivative financial instruments for speculative purposes.
The following represent the key financial risks resulting from the Group’s use of financial instruments:
n
credit risk
n
liquidity risk
n
market risk
(a)
Credit risk
Credit risk is the risk of financial loss to the Group if a client or counterparty to a financial instrument fails to meet its contractual
obligations and arises primarily in respect of the Group’s trade receivables and contract assets.
The degree to which the Group is exposed to this credit risk depends on the individual characteristics of the contract counterparty
and the nature of the project. The Group’s credit risk is also influenced by general macroeconomic conditions. The Group does
not have any significant concentration risk in respect of contract assets or trade receivable balances at the reporting date with
receivables spread across a wide range of clients. Due to the nature of the Group’s operations, it is normal practice for clients to
hold retentions in respect of contracts completed. Retentions held by clients at 31 December 2024 were £129.1m (2023: £105.3m).
These will be collected in the normal operating cycle of the Group (see note 15).
The Group manages its exposure to credit risk through the application of its credit risk management policies which specify the
minimum requirements in respect of the creditworthiness of potential customers, assessed through reports from credit agencies,
and the timing and extent of progress payments in respect of contracts.
The risk management policies of the Group also specify procedures in respect of obtaining Parent Company guarantees or,
in certain circumstances, use of escrow accounts which, in the event of default, mean that the Group may have a secure claim.
The Group does not require collateral in respect of contract assets or trade receivables.
The Group manages the collection of retentions through its post-completion project monitoring procedures and ongoing contact
with clients to ensure that potential issues that could lead to the non-payment of retentions are identified and addressed
promptly. The directors always estimate the loss allowance on contract assets and trade receivables at the end of the reporting
period at an amount equal to lifetime expected credit losses.
Apart from the impairments recognised in the year, none of the contract assets at the end of the reporting period are past due,
and, taking into account the historical default experience and the future prospects in the industry, the directors consider that no
further contract assets are impaired.
The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of
the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general
economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast
direction of conditions at the reporting date.
Financial statements
26
Financial instruments
continued
181
Notes to the consolidated financial statements
continued
The ageing of trade receivables at the reporting date was as follows:
   
 
2024
2023
   
Provision for
 
Provision for
 
Gross trade
expected
Gross trade
expected
 
receivables
credit losses
receivables
credit losses
 
£m
£m
£m
£m
Not past due
322.3
313.3
0.2
Past due 1 to 30 days
18.8
27.7
Past due 31 to 120 days
10.4
0.1
12.1
Past due 121 to 365 days
5.4
0.2
9.5
Past due greater than one year
13.9
1.0
8.6
1.3
 
370.8
1.3
371.2
1.5
The following table shows the movement in lifetime expected credit losses that has been recognised for trade and other
receivables in accordance with the simplified approach set out in IFRS 9:
   
 
2024
2023
 
£m
£m
Balance at 1 January
1.5
2.5
Net movement in loss allowance arising from new amounts recognised in current year,
   
net of those derecognised upon billing
(0.2)
(1.0)
31 December
1.3
1.5
Other than the impairment loss recognised in the year (see note 14), there has not been any other significant change in the gross
amounts of contract assets that has affected the estimation of the loss allowance.
The average credit period on revenue is 30 days (2023: 33 days). No interest is charged on the trade receivables outstanding
balance. Trade receivables overdue are provided for based on estimated irrecoverable amounts.
Included in the Group’s trade receivable balance are debtors with a carrying amount of £47.2m (2023: £59.2m) which are past due
at the reporting date, for which the Group has not provided as there has not been a significant change in credit quality and the
Group considers that the amounts are still recoverable. The average age of these receivables is 149 days (2023: 107 days).
In determining the recoverability of trade receivables, the Group considers any change in the credit quality of the trade receivable
from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer
base being large and spread across the Group’s operating segments. Accordingly, the directors believe that there is no further
credit provision required in excess of the provision for impairment losses.
At the reporting date, there were no trade and other receivables which have had renegotiated terms that would otherwise have
been past due.
The Group regularly reviews its loans to joint ventures against expected future cash flows and net assets of the joint ventures to
determine if they are still expected to be fully recoverable. This assessment includes consideration of the joint ventures’ credit risk.
(b)
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they fall due. The ultimate
responsibility for liquidity risk rests with the Board.
The Group aims to manage liquidity by ensuring that it will always have sufficient liquidity to meet its liabilities when due, under
both normal and stress conditions.
Liquidity is provided through cash balances and committed bank loan facilities. Additional project finance borrowings may be
used to fund specific projects. These project finance borrowings are without recourse to the remainder of the Group’s assets.
The Group reports cash balances daily and invests surplus cash to maximise income while preserving liquidity and credit quality.
The Group prepares weekly short-term and monthly medium-term cash forecasts, which are used to assess the Group’s expected
cash performance and compare with the facilities available to the Group and the Group’s covenants.
Key risks to liquidity and cash balances are a downturn in contracting volumes, a reduction in the profitability of work, delayed
receipt of cash from customers and the risk that major clients or suppliers suffer financial distress leading to non-payment of
debts or costly and time-consuming reallocation and rescheduling of work. Certain measures and key performance indicators are
continually monitored throughout the Group and used to quickly identify issues as they arise, enabling the Group to address
them promptly.
26
Financial instruments
continued
Morgan Sindall Group plc
182
Annual Report 2024
Notes to the consolidated financial statements
continued
Key among these are continual monitoring of the secured order book, including the status of orders and likely timescales for
realisation so that contracting volumes are well understood; monitoring of overhead levels to ensure they remain appropriate to
contracting volumes; continual monitoring of working capital exceptions (overdue debts and conversion of work performed into
certificates and invoices); continual review of levels of current and forecast profitability on contracts; review of client and supplier
credit references; and approval of credit terms with clients and suppliers to ensure they are appropriate.
The Group does not have any material derivative or non-derivative financial liabilities with the exception of trade and other
payables, borrowings and lease liabilities. Trade and other payables are generally non-interest bearing and, therefore, have
no weighted average effective interest rates. Lease liabilities are carried at the present value of the minimum lease payments.
Trade and other payables are due to be settled in the Group’s normal operating cycle.
(c)
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates or equity prices, will affect the
Group’s income or the carrying amount of its holdings of financial instruments. The objective of market risk management is to
achieve a level of market risk that is within acceptable parameters as set out in the Group risk management framework.
Interest rate risk
The Group is not exposed to significant interest rate risk as it does not have significant interest-bearing liabilities and its only
interest-bearing asset is cash invested on a short-term basis.
Certain of the Group’s equity-accounted joint ventures have entered into interest rate swaps to manage their exposure to interest
rate risk arising on floating rate bank borrowings.
The Group’s share of joint ventures’ interest rate swap contracts have a nominal value of £10.4m (2023: £11.1m) and fixed interest
payments at an average rate of 5.1% (2023: 5.1%) for periods up until 2033.
Currency risk
The majority of the Group’s operations are carried out in the UK and the Group has a low level of exposure to currency risk on
sales and purchases. The Group’s policy is to hedge foreign currency transactions where they are material, at which point
derivative financial instruments are entered into so as to hedge forecast or actual foreign currency exposures.
Capital management
The Board aims to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
the future development of the business, and its approach to capital management is explained fully in the financial review on
pages 17 to 19.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the Company,
comprising issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity.
The cash and cash equivalents are supplemented by £180m of committed bank facilities, of which £15m expires in June 2027
and £165m expires in October 2027. In order to manage its capital structure, the Group may adjust the amounts of dividends paid
to shareholders, return capital to shareholders, issue new shares or sell assets.
There were no changes in the Group’s approach to capital management during the year and the Group is not subject to any
capital requirements imposed by regulatory authorities.
27
Subsequent events
There were no subsequent events that affected the financial statements of the Group.
28
Adjusted performance measures
In addition to monitoring and reviewing the financial performance of the operating segments and the Group on a statutory basis,
management also uses adjusted performance measures which are also disclosed in the annual report. These measures are not
an alternative or substitute to statutory IFRS measures but are seen by management as useful in assessing the performance of
the business on a comparable basis. These financial measures are also aligned to the measures used internally to assess business
performance in the Group’s budgeting process and when determining compensation. The Group also uses other non-statutory
measures which cannot be derived directly from the financial statements. There are four alternative performance measures used
by management and disclosure in the annual report:
Adjusted
’ In all cases the term ‘adjusted’ excludes the impact of intangible amortisation and exceptional items. This is used to
improve the comparability of information between reporting periods to aid the use of the annual report in understanding the
activities across the Group’s portfolio.
Financial statements
28
Adjusted performance measures
continued
183
Notes to the consolidated financial statements
continued
Below is a reconciliation between the reported gross profit, operating profit and profit before tax measures on a statutory basis
and the adjustment made to calculate adjusted gross profit, adjusted operating profit and adjusted profit before tax.
Adjusted basic earnings per share and adjusted diluted earnings per share are the statutory measures excluding the post-tax
impact of intangible amortisation and exceptional items, and the deferred tax charge arising due to changes in UK corporation tax
rates. See note 9 for a detailed reconciliation of the adjusted EPS measures.
   
   
Gross profit
Operating profit
Profit before tax
   
2024
2023
2024
2023
2024
2023
 
Notes
£m
£m
£m
£m
£m
£m
Reported
 
529.9
447.6
162.0
140.6
171.9
143.9
Adjust for: exceptional building safety items
1
 
(1.3)
1.9
0.1
(2.2)
0.1
(2.2)
Adjust for: amortisation of intangible assets
 
0.5
2.9
0.5
2.9
Adjusted
 
528.6
449.5
162.6
141.3
172.5
144.6
Reported tax charge
         
(40.2)
(26.2)
Adjust for: tax relating to amortisation
         
(0.1)
(0.7)
Adjust for: tax relating to exceptional items
         
(1.7)
(3.0)
Adjusted profit after tax/earnings
9
       
130.5
114.7
1
The exceptional building safety items include amounts recognised in cost of sales (£1.3m credit (2023: £1.9m charge)) and share of net profit of joint
ventures (£1.4m charge (2023: £4.1m credit)). See note 4.
Net cash
’ Net cash is defined as cash and cash equivalents less borrowings. Lease liabilities are not deducted from net cash.
A reconciliation of this number at the reporting date can be found in note 26. In addition, management monitors and reviews
average daily net cash as good discipline in managing capital. Average daily net cash is defined as the average of the 366 (2023: 365)
end-of-day balances of net cash over the course of a reporting period.
Operating cash flow
’ Management uses an adjusted measure for operating cash flow as it encompasses other cash flows that
are key to the ongoing operations of the Group, such as repayments of lease liabilities, investment in property, plant and
equipment, investment in intangible assets, and returns from equity-accounted joint ventures. Operating cash flow can be derived
from the cash inflow from operations reported in the consolidated cash flow statement as shown below.
Operating cash flow conversion is operating cash flow divided by adjusted operating profit as defined above.
   
   
2024
2023
 
Notes
£m
£m
Cash inflow from operations – reported
 
172.7
221.2
Dividends from joint ventures
12
4.2
1.6
Proceeds on disposal of property, plant and equipment
 
1.9
2.0
Purchases of property, plant and equipment
11
(18.2)
(14.3)
Purchases of intangible fixed assets
10
(0.3)
Repayments of lease liabilities
18
(25.8)
(21.2)
Operating cash flow
 
134.8
189.0
Return on capital employed
’ Management uses return on capital employed (ROCE) in assessing the performance and efficient
use of capital within the regeneration activities. ROCE is calculated as adjusted operating profit plus interest received from
joint ventures divided by adjusted average capital employed. Adjusted average capital employed is the 12-month average of
total assets (excluding goodwill, other intangible assets and cash) less total liabilities (excluding corporation tax, deferred tax,
inter-company financing, overdrafts and exceptional building safety items).
Morgan Sindall Group plc
184
Annual Report 2024
Company statement of financial position
at 31 December 2024
   
   
2024
2023 (restated)
 
Notes
£m
£m
Assets
     
Property, plant and equipment
 
2.9
2.6
Net investment in sublease
 
2.6
4.3
Investments
2
597.8
429.1
Deferred tax asset
 
2.8
2.0
Amounts owed by subsidiary undertakings
 
2.8
15.4
Prepayments
 
0.4
1.3
Non-current assets
 
609.3
454.7
Trade receivables
 
0.6
1.3
Net investment in sublease
 
1.1
Amounts owed by subsidiary undertakings
 
55.0
248.3
Current tax asset
 
1.6
Prepayments
 
6.4
6.8
Other receivables
 
3.6
5.7
Cash and cash equivalents
 
276.8
263.0
Current assets
 
345.1
525.1
Total assets
 
954.4
979.8
Liabilities
     
Bank overdrafts
 
(47.0)
(55.1)
Lease liabilities
 
(1.5)
(1.1)
Trade payables
 
(2.2)
(1.3)
Amounts owed to subsidiary undertakings
 
(686.0)
(702.4)
Current tax liabilities
 
(9.4)
Other tax and social security
 
(1.0)
(0.8)
Accrued expenses
 
(11.8)
(11.3)
Other payables
 
(1.3)
(2.2)
Provisions
3
(1.2)
(2.9)
Current liabilities
 
(752.0)
(786.5)
Net current liabilities
 
(406.9)
(261.4)
Total assets less current liabilities
 
202.4
193.3
Bank loans
     
Lease liabilities
 
(3.0)
(4.2)
Provisions
3
(7.7)
(8.3)
Non-current liabilities
 
(10.7)
(12.5)
Net assets
 
191.7
180.8
Equity
     
Share capital
 
2.4
2.4
Share premium account
 
65.7
56.0
Capital redemption reserve
 
0.6
0.6
Special reserve
 
13.7
13.7
Retained earnings
 
109.3
108.1
Total equity
 
191.7
180.8
The Company reported a profit for the financial year ended 31 December 2024 of £68.2m (2023: restated profit of £51.6m).
The financial statements of the Company (company number 00521970) were approved by the Board and authorised for issue
on 25 February 2025 and signed on its behalf by:
John Morgan
Kelly Gangotra
Chief Executive
Chief Financial Officer
Financial statements
185
Company statement of changes in equity
for the year ended 31 December 2024
   
Share
Capital
     
 
Share
premium
redemption
Special
Profit and loss
Shareholders’
 
capital
account
reserve
reserve
account
funds
 
£m
£m
£m
£m
£m
£m
1 January 2023
2.4
55.9
0.6
13.7
106.6
179.2
Adjustment for correction of a historic
error (see basis of accounting)
(1.8)
(1.8)
1 January 2023 (restated)
2.4
55.9
0.6
13.7
104.8
177.4
Profit for the year (restated)
51.6
51.6
Total comprehensive income
(restated)
51.6
51.6
Share option expense
6.6
6.6
Tax relating to share options
(restated)
0.5
0.5
Issue of shares at a premium
0.1
0.1
Purchase of shares in the Company
by the Trust
(11.3)
(11.3)
Exercise of share options
4.0
4.0
Dividends paid
(48.1)
(48.1)
1 January 2024 (restated)
2.4
56.0
0.6
13.7
108.1
180.8
Profit for the year
68.2
68.2
Total comprehensive income
68.2
68.2
Share option expense
10.5
10.5
Tax relating to share options
6.3
6.3
Issue of shares at a premium
9.7
9.7
Purchase of shares in the Company
by the Trust
(47.2)
(47.2)
Exercise of share options
19.5
19.5
Dividends paid
(56.1)
(56.1)
31 December 2024
2.4
65.7
0.6
13.7
109.3
191.7
Morgan Sindall Group plc
186
Annual Report 2024
Material accounting policy information
for the year ended 31 December 2024
Basis of accounting
The separate financial statements of the Company are
presented as required by the Companies Act 2006 (‘the Act’).
The Company meets the definition of a qualifying entity under
FRS 100 (Financial Reporting Standard 100) issued by the
Financial Reporting Council. Accordingly, the Company has
prepared its financial statements in accordance with FRS 101
(Financial Reporting Standard 101) ‘Reduced Disclosure
Framework’ as issued by the Financial Reporting Council.
The Company’s accounting policies are consistent with those
described in the consolidated accounts of Morgan Sindall
Group plc, except that, as permitted by FRS 101, the Company
has taken advantage of the disclosure exemptions available
under that standard in relation to share-based payments,
financial instruments, capital management, presentation of
a cash flow statement and related party transactions. Where
required, equivalent disclosures are given in the consolidated
accounts. In addition, disclosures in relation to retirement
benefit schemes (note 17), share capital (note 21) and
dividends (note 8) have not been repeated here as there are
no differences to those provided in the consolidated accounts.
The accounting policy for the Company as intermediate lessor
is shown below.
When the Company is an intermediate lessor, it accounts for
the head lease and the sublease as two separate contracts.
The sublease is classified as a finance or operating lease by
reference to the right-of-use asset arising from the head lease.
Whenever the terms of the lease transfer substantially all the
risks and rewards of ownership to the lessee, the contract is
classified as a finance lease. All other leases are classified as
operating leases.
In the current year two property leases, where the Company
is an intermediate lessor, were classified as a finance lease.
Amounts due from lessees under finance leases are
recognised as receivables at the amount of the Company’s
net investment in the leases.
The directors do not consider there to be any critical
accounting judgements or estimates in the Company’s
financial statements.
These separate financial statements have been prepared on
the going concern basis as set out in the basis of preparation
to the consolidated financial statements on page 152.
The separate financial statements have been prepared under
the historical cost convention.
The separate financial statements are presented in
pounds sterling, which is the Company’s functional currency,
and unless otherwise stated, has been rounded to the
nearest £0.1m.
The Company has taken advantage of section 408 of the Act
and consequently the statement of comprehensive income
(including the profit and loss account) of the Parent Company
is not presented as part of these accounts.
Investments represent equity holdings in subsidiaries and
are measured at cost less accumulated impairment.
The Morgan Sindall Employee Benefit Trust (‘the Trust’) is
considered an extension of the Company on the basis that
the Trust was specifically created with the sole purpose of
fulfilling the share schemes of the Company, and thus the
assets and liabilities of the Trust are included on the Company
balance sheet and shares held by the Trust in the Company
are presented as a deduction from equity.
During the preparation of the current year’s financial
statements, the Company identified an error in the recognition
of the deferred tax asset in respect of share-based payments
in the prior year. The deferred tax asset was overstated due to
the inclusion of Group employees not directly employed by
the Company.
As a result, the Company has restated the prior-year financial
statements in accordance with IAS 8 ‘Accounting Policies,
Changes in Accounting Estimates and Errors’.
The impact of this restatement is as follows:
n
The deferred tax asset as at 31 December 2023 has been
reduced by £5.1m.
n
Retained earnings as at 31 December 2023 have been
reduced by £5.1m.
n
Retained earnings as at 31 December 2022 have been
reduced by £1.8m.
n
Tax relating to share options in the statement of changes
in equity for the year ended 31 December 2023 has been
reduced by £2.2m.
n
Profit for the year ended 31 December 2023 has been
reduced by £1.1m.
The restatement does not impact the Company’s cash flows
or underlying business performance.
Financial statements
187
Notes to the Company financial statements
1
Staff costs
 
2024
2023
 
£m
£m
Wages and salaries
14.5
12.7
Social security costs
2.7
2.5
Other pension costs
0.7
0.4
Share options expense
6.2
3.7
 
24.1
19.3
The average number of employees
110
107
Social security costs include an expense of £0.8m (2023: expense of £1.0m) related to the Group share option scheme.
2 Investments
 
Subsidiary
Subsidiary
 
undertakings
undertakings
 
2024
2023
 
£m
£m
Cost
   
1 January
457.8
459.6
Additions
208.7
Disposals
(1.8)
31 December
666.5
457.8
Accumulated impairment
   
1 January
(28.7)
Impairment
(40.0)
(28.7)
31 December
(68.7)
(28.7)
Net book value at 31 December
597.8
429.1
The Company tests investments for impairment where there are indications that investments might be impaired. In testing
investments for impairment, the recoverable amount of each investment has been estimated from value-in-use calculations. The key
assumptions for the value-in-use calculations are those regarding the forecast revenue and margin, discount rates and long-term
growth rates by market sector. Forecast revenue and margin are based on past performance, secured workload and workload
likely to be achievable in the short to medium term, given trends in the relevant market sector as well as macroeconomic factors.
Cash flow forecasts have been determined by using Board-approved budgets for the next three years. Cash flows beyond three
years have been extrapolated into perpetuity using an estimated nominal growth rate of 3.4% (2023: 3.3%). This growth rate does
not exceed the long-term average for the relevant markets.
Discount rates are pre-tax and reflect the current market assessment of the time value of money and the risks specific to the
investments. The risk-adjusted nominal rates for Construction, Infrastructure, Fit Out and Property Services are 12.3%
(2023: 12.5%). The risk-adjusted nominal rates for Partnership Housing and Mixed Use Partnerships are 14.2% (2023: 15.1%).
The decreased discount rates in 2024 are primarily due to lower gilt yields and reductions in the cost of equity.
During the year, the Company increased its investment in Lovell Partnerships Limited for total consideration of £99.5m (2023: £nil),
Morgan Sindall Holdings Limited for total consideration of £69.2m (2023: £nil) and Morgan Sindall Property Services Limited for
total consideration of £40m (2023: £nil). The consideration from these investments was utilised by the subsidiary companies
to offset amounts owed to the Company, reducing the amounts owed by subsidiary undertakings to £55m (2023: £248.3m).
In the current year a £40m (2023: £28.7m) impairment has been recognised in respect of the Company’s investment in Morgan
Sindall Property Services Limited. The impairment resulted from difficult contract performance driving reduced cash flows and
profitability. Management continues to monitor the Property Services business remediation programme and should performance
improve there will be careful consideration for indicators of reinstating the carrying value of the investment. No reasonably foreseeable
change in the assumptions used within the value-in-use calculations would cause an impairment in any of the other investments.
2 Investments
continued
Morgan Sindall Group plc
188
Annual Report 2024
Notes to the Company financial statements
continued
A list of all subsidiary, associated undertakings and significant holdings owned by the Group at 31 December 2024 (unless otherwise
indicated) is shown below:
Construction and Infrastructure
Group interest
Direct or
in allotted
indirect
capital
Name of undertaking
holding
(%)
Morgan Sindall Construction & Infrastructure Ltd
Indirect
100
Bluestone Limited
Indirect
100
Magnor Plant Hire Limited
Direct
100
Morgan Sindall All Together Cumbria CIC
(6)
Indirect
100
Morgan Sindall Engineering Solutions Limited
Indirect
100
Morgan Sindall Holdings Limited
Direct
100
Morgan Utilities Limited
Indirect
100
MS (MEST) Limited
Indirect
100
Newman Insurance Company Limited*
(l)
Indirect
100
Baker Hicks Limited
Direct
100
Baker Hicks Europe Holdings Limited
Indirect
100
BakerHicks AG*
(e)
Indirect
100
BakerHicks ApS*
(p)
Indirect
100
BakerHicks GmbH*
(f)
Indirect
100
BakerHicks GmbH*
(g)
Indirect
100
BakerHicks SA*
(q)
Indirect
100
Fit Out
Group interest
Direct or
in allotted
indirect
capital
Name of undertaking
holding
(%)
Overbury plc
Direct
100
Morgan Lovell plc
Direct
100
Property Services
Group interest
Direct or
in allotted
indirect
capital
Name of undertaking
holding
(%)
Morgan Sindall Property Services Limited
Direct
100
Golden i Limited
Indirect
100
Lovell Powerminster Limited
Indirect
100
Manchester Energy Company Limited
Indirect
100
Financial statements
2 Investments
continued
189
Notes to the Company financial statements
continued
Partnership Housing
Group interest
Direct or
in allotted
indirect
capital
Name of undertaking
holding
(%)
Lovell Partnerships Limited
Direct
100
345 Park Place Residents Management Company Limited
(a)(2)
Indirect
100
Abbey Walk Management Company Limited
(a)(2)
Indirect
100
AH Burnholme Limited
Indirect
100
All Saints Green Residents Management Company Limited
(r)(2)
Indirect
100
Anthem Lovell LLP
(1)
Indirect
50
B:Home Birmingham Limited
(8)
Indirect
100
Bincombe Park Residents Management Company Limited
(a)(2)
Indirect
100
Blossomfield (Thorp Arch) Management Company Limited
(a)(2)
Indirect
100
Briarswood Residents Management Company Limited
(a)(2)
Indirect
100
Caldon Quay Residents Management Company Limited
(a)(2)
Indirect
100
Chalkdene Developments LLP
(1)
Indirect
50
Cherry Pie Meadow Residents Management Company Limited
(a)(2)
Indirect
100
Claymore Roads (Holdings) Limited
(c)
Indirect
50
Community Solutions for Education Limited
Indirect
100
Community Solutions for Regeneration Limited
Indirect
100
Community Solutions for Regeneration (Hertfordshire) Limited
Indirect
100
Community Solutions (Hub West Scotland) Limited
(b)
Indirect
100
Community Solutions Living Limited
Indirect
100
Community Solutions Management Services Limited
Indirect
100
Community Solutions Management Services (Hub) Limited
Indirect
100
Community Solutions Partnership Services Limited
Indirect
100
Crown Meadows Residents Management Company Limited
(a)(2)
Indirect
100
Drummond Park (Ludgershall) Residents Management Company Limited
(a)(2)
Indirect
100
Eden Park (Bonscale Crescent) Residents Management Company Limited
(a)(2)
Indirect
100
Eden Valley Management Company Limited
(a)(2)
Indirect
100
Edmundham Developments LLP
(1)
Indirect
50
Electric Quarter Residents Management Company Limited
(a)(2)
Indirect
100
Exford Drive Management Company Limited
(a)(2)
Indirect
100
Foxglove Meadows Residents Management Company Limited
(a)(2)
Indirect
100
Gallus Fields Residents Management Company Limited
(a)(2)
Indirect
100
Garrett Grove Residents Management Company Limited
(a)(2)
Indirect
100
Golwg Y Bryn Residents Management Company Limited
(a)(2)
Indirect
100
Hamsard 3134 Limited
Indirect
100
Hamsard 3135 Limited
Indirect
100
Health Innovation Partners Limited
Indirect
50
Heath Farm Residents Management Company Limited
(a)(2)
Indirect
100
Keepers Gate (WSM) Residents Management Company Limited
(a)(2)
Indirect
100
Kensington Gardens Management Limited
(a)(2)
Indirect
100
Kings Reach (Snaith) Residents Management Company
(a)(2)
Indirect
100
2 Investments
continued
Morgan Sindall Group plc
190
Annual Report 2024
Notes to the Company financial statements
continued
Group interest
Direct or
in allotted
indirect
capital
Name of undertaking
holding
(%)
Kinsted Developments LLP
(1)
Indirect
50
Laurus Lovell Whalley LLP
(1)
Indirect
50
Lavender Chase and The Driftwoods Residents Management Company Limited
(a)(2)
Indirect
100
Laxton Close Management Company Limited
(a)(2)
Indirect
100
Littlehampton Management Company Limited
(a)(2)
Indirect
100
Lockside Residents Management Company Limited
(a)(2)
Indirect
100
Lovell Bow Limited
Indirect
100
Lovell Director Limited
Indirect
100
Lovell Flagship LLP
(1)
Indirect
50
Lovell Guf Limited
Indirect
100
Lovell Later Living LLP
(1)
Indirect
100
Lovell Latimer LLP
(1)
Indirect
50
Lovell Plus Limited
Indirect
100
Lovell Property Rental Limited
Indirect
100
Lovell Together (Pendleton) LLP
(1)
Indirect
50
Lovell Together LLP
(1)
Indirect
50
Lovell/Abri Weymouth LLP
(1)
Indirect
50
Lymington Mews Management Company Limited
(a)(2)
Indirect
100
Meggeson Management Company Limited
(a)(2)
Indirect
100
Minshull Way Residents Management Company Limited
(a)(2)
Indirect
100
Morgan Sindall Consortium LLP
(1)
Indirect
100
Morgan Sindall Investments (Newport SDR) Limited
Indirect
100
Morgan-Vinci Limited
Indirect
50
Morris Walk North Management Company Limited
(a)(2)
Indirect
100
Morris Walk South Residents Management Company Limited
(a)(2)
Indirect
100
Mount View (Melton Mowbray) Residents Company Limited
(a)(2)
Indirect
100
Oaktree Grange Residents Management Company Limited
(a)(2)
Indirect
100
Oakwood Gardens (Burniston) Residents Management Company Limited
(a)(2)
Indirect
100
Park View (Holt) Residents Management Company Limited
(a)(2)
Indirect
100
Pich Management Company Limited
(a)(2)
Indirect
100
Pipit Mews Management Company Limited
(a)(2)
Indirect
100
Pool House Wombourne Ltd
Indirect
100
Principal Point Residents Management Company Limited
(a)(2)
Indirect
100
Queensbury Park Management Company Limited
(a)(2)
Indirect
100
RMC The Meadows, Clifton-upon-Teme Limited
(a)(2)
Indirect
100
Romsey Extra Care Limited
Indirect
100
Ruby Brook Estate Management Company Limited
(a)(2)
Indirect
100
Ruby Brook Management Company Limited
(a)(2)
Indirect
100
Ruby Meadow Management Company Limited
(a)(2)
Indirect
100
Saddlers Grange (Howden) Management Company Limited
(a)(2)
Indirect
100
Saints Green (South Otterington) Residents Management Company Limited
(a)(2)
Indirect
100
Saints Quarter (Steelhouse Lane) Residents Management Company Limited
(a)(2)
Indirect
100
Financial statements
2 Investments
continued
191
Notes to the Company financial statements
continued
Group interest
Direct or
in allotted
indirect
capital
Name of undertaking
holding
(%)
Saredon Gardens Residents Management Company Limited
(a)(2)
Indirect
100
Shawbrook Manor (Residents) Management Company Limited
(a)(2)
Indirect
100
Somerford Park Residents Management Company Limited
(a)(2)
Indirect
100
South Thamesmead LLP
(u)(1)
Indirect
50
St Mary’s View (Residents) Management Company Limited
(a)(2)
Indirect
100
Station House (Stourbridge) Management Company Limited
(a)(2)
Indirect
100
Stoke Development Limited
Indirect
100
Tennyson Fields (Phase 2) Residents Management Company Limited
(a)(2)
Indirect
100
Tennyson Fields Management Company Limited
(a)(2)
Indirect
100
The Acorns (Walsham Le Willows) Residents Management Company Limited
(a)(2)
Indirect
100
The Compendium Group Limited
Indirect
50
The East Avenue Residents Management Company Limited
(a)(2)
Indirect
100
The Junction Apartments Residents Management Company Limited
(a)(2)
Indirect
100
The Junction Residents Management Company Limited
(a)(2)
Indirect
100
The Laureates Residents Management Company Limited
(a)(2)
Indirect
100
The Mill (Site 1) Residents Management Company Limited
(a)(2)
Indirect
100
The Mill (Site 2) Residents Management Company Limited
(a)(2)
Indirect
100
The Paddocks (Beverley) Residents Management Company Limited
(a)(2)
Indirect
100
The Sycamores (Kirk Ella) Management Company Limited
(a)(2)
Indirect
100
The Way Beswick (Zone 1) Management Limited
(a)(2)
Indirect
100
The Way Beswick (Zone 2) Management Limited
(a)(2)
Indirect
100
The Way Beswick (Zone 3) Management Limited
(a)(2)
Indirect
100
The Way Beswick (Zone 4) Management Limited
(a)(2)
Indirect
100
The Way Beswick (Zone 5) Management Limited
(a)(2)
Indirect
100
The Way Beswick (Zone 6) Management Limited
(a)(2)
Indirect
100
The Way Beswick (Zone 7) Management Limited
(a)(2)
Indirect
100
The Woodlands (Hessle) Residents Management Company Limited
(a)(2)
Indirect
100
Tixall View Residents Management Company Limited
(a)(2)
Indirect
100
Towcester Regeneration Limited
Indirect
100
Trinity Walk Residents Management Company Limited
(a)(2)
Indirect
100
Victoria Court (Newport No 1) Residents Management Company Limited
(o)(2)
Indirect
50
Victoria Court (Newport No 2) Residents Management Company Limited
(a)(2)
Indirect
100
Waterside Quay Residents Management Company Limited
(a)(2)
Indirect
100
Wensum Grange Management Company Limited
(a)(2)
Indirect
100
Westcroft 12 Management Company Limited
(a)(2)
Indirect
100
Weston Woods Residents Management Company Limited
(a)(2)
Indirect
100
Weymouth Community Sports LLP
(1)
Indirect
100
Wild Walk Donnington Wood Residents Management Company Limited
(a)(2)
Indirect
100
William's Park Residents Management Company Limited
(a)(2)
Indirect
100
Woodlark Chase (Warren Drive) Residents Management Company Limited
(a)(2)
Indirect
100
2 Investments
continued
Morgan Sindall Group plc
192
Annual Report 2024
Notes to the Company financial statements
continued
Mixed Use Partnerships
Group interest
Direct or
in allotted
indirect
capital
Name of undertaking
holding
(%)
Muse Places Limited
Direct
100
Alexandria Business Park Management Company Limited
(h)(5)
Indirect
100
Ashton Moss Developments Limited
Indirect
50
Brentwood Development Partnership LLP
(1)
Indirect
50
Bromley Park (Holdings) Limited
Indirect
50
Chatham Place (Building 1) Limited
Indirect
100
Chatham Place Building 1 (Commercial) Limited
Indirect
100
Chatham Square Limited
Indirect
100
Cheadle Royal Management Company Limited
(h)(3)
Indirect
27.9
Community Solutions for Regeneration (Bournemouth) Limited
Indirect
100
Community Solutions for Regeneration (Brentwood) Limited
Indirect
100
Community Solutions for Regeneration (Slough) Limited
Indirect
100
ECF (General Partner) Limited
(i)
Indirect
33.3
English Cities Fund
(i)(4)
Indirect
22.9
Eurocentral Partnership Limited
Indirect
99.2
EPL Contractor (Plot B West) Limited
Indirect
99.2
EPL Contractor (Plot F East) Limited
Indirect
99.2
EPL Contractor (Plot F West) Limited
Indirect
99.2
EPL Developer (Plot B West) Limited
Indirect
99.2
EPL Developer (Plot F East) Limited
Indirect
99.2
EPL Developer (Plot F West) Limited
Indirect
99.2
Habiko LLP
(1)
Indirect
33.3
Harrier Park Management Company Limited
(2)
Indirect
100
ICIAN Developments Limited
Indirect
100
Intercity Developments Limited
Indirect
50
Lewisham Gateway Developments (Holdings) Limited
Indirect
100
Lewisham Gateway Developments Limited
Indirect
100
Lingley Mere Business Park Development Company Limited
(j)
Indirect
50
Logic Leeds Management Company Limited
(s)(2)
Indirect
50
Muse Aberdeen Limited
Indirect
100
Muse (Brixton) Limited
Indirect
100
Muse (ECF) Partner Limited
Indirect
100
Muse (Warp 4) Partner Limited
Indirect
100
Muse Brixton (Phase 2) Limited
Indirect
100
Muse Chester Limited
Indirect
100
Muse Developments (Northwich) Limited
Indirect
100
Muse Properties Limited
Indirect
100
North Shore Development Partnership Limited
Indirect
100
Northshore Management Company Limited
(2)
Indirect
50
Olive Morris House (Brixton) Management Company Limited
(n)(2)
Indirect
100
Rail Link Europe Limited
Indirect
100
Slough Urban Renewal LLP
(1)
Indirect
50
Financial statements
2 Investments
continued
193
Notes to the Company financial statements
continued
   
   
Group interest
 
Direct or
in allotted
 
indirect
capital
Name of undertaking
holding
(%)
Sovereign Leeds Limited
Indirect
100
St Andrews Brae Developments Limited
Indirect
50
The Bournemouth Development Company LLP
(1)
Indirect
50
The Prestwich Regeneration LLP
(1)
Indirect
50
Wapping Wharf (Alpha) LLP
(1)
Indirect
50
Wapping Wharf (Beta) LLP
(1)
Indirect
40
Warp 4 General Partner Limited
Indirect
100
Warp 4 General Partner Nominees Limited
Indirect
100
Warp 4 Limited Partnership
(4)
Indirect
100
Waterside Places (General Partner) Limited
(k)
Indirect
50
Waterside Places Limited Partnership
(k)(4)
Indirect
50
Wirral Growth Company LLP
(m)(1)
Indirect
50
Morgan Sindall Group
   
   
Group interest
 
Direct or
in allotted
 
indirect
capital
Name of undertaking
holding
(%)
Barnes & Elliott Limited
Direct
100
Bluebell Printing Limited
Direct
100
Hinkins & Frewin Limited
Direct
100
Lovell Partnerships (Northern) Limited
Direct
100
Lovell Partnerships (Southern) Limited
Direct
100
Morgan Est (Scotland) Limited
(b)
Direct
100
Morgan Beton And Monierbau Limited
(d)(7)
Indirect
50
Morgan Lovell London Limited
Direct
100
Morgan Sindall Investments Limited
Direct
100
Morgan Sindall Limited
Direct
100
Morgan Sindall Trustee Company Limited
Direct
100
Morgan Utilities Group Limited
Direct
100
Muse Developments Limited
Direct
100
Roberts Construction Limited
Direct
100
Sindall Eastern Limited
Indirect
100
Snape Design & Build Limited
Indirect
100
Stansell Limited
(t)(7)
Direct
100
T.J. Braybon & Son Limited
Direct
100
The Snape Group Limited
Direct
100
Underground Professional Services Limited
Direct
100
Wheatley Construction Limited
Direct
100
*
With the exception of Newman Insurance Company Limited, registered and operating in Guernsey, BakerHicks AG, registered and operating in Switzerland,
BakersHicks ApS, registered and operating in Denmark, BakerHicks GmbH, registered and operating in Austria and Germany, and BakerHicks SA,
registered and operating in Denmark, all undertakings are registered in England and Wales or Scotland and the principal place of business is the UK.
Unless otherwise stated the registered office address for each of the above is Kent House, 14–17 Market Place, London, W1W 8AJ.
Notes to the Company financial statements
2 Investments
continued
Morgan Sindall Group plc
194
Annual Report 2024
continued
Registered office classification key:
(a)
One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ
(b)
c/o Anderson Strathern LLP, 58 Morrison St, Edinburgh, EH3 8BP
(c)
CMS Cameron McKenna, Cannon Place, 78 Cannon Street, London,
EC4N 6AF
(d)
c/o Forvis Mazars LLP, Capital Square, 58 Morrison Street, Edinburgh,
EH3 8HP
(e)
Badenstrasse 3, 4057, Basel, Switzerland
(f)
Albert-Nestler-Strasse 26, 76131 Karlsruhe, Germany
(g)
Am Euro Platz 3, 1120 Wien, Austria
(h)
Ground Solutions UK Ltd, A5 Optimum Business Park, Optimum Road,
Swadlincote, Derbyshire, DE11 0WT
(i)
One Coleman Street, London, EC2R 5AA
(j)
Haweswater House, Lingley Mere Business Park, Lingley Green Avenue,
Great Sankey, Warrington, WA5 3LP
(k)
National Waterways Museum, South Pier Road, Ellesmere Port,
Cheshire, CH65 4FW
(l)
Willis Management (Guernsey) Limited, Suite 1 North, First Floor,
Albert House, South Esplanade, St Peter Port, Guernsey, GY1 1AJ
(m)
c/o Head of Legal, Wirral Borough Council, Town Hall, Brighton Street,
Wallasey, Wirral, CH44 8ED
(n)
Fisher House, 84 Fisherton Street, Salisbury, SP2 7QY
(o)
7 Neptune Court, Vanguard Way, Cardiff, CF24 5PJ
(p)
Borupvang 3, 4., 2750 Ballerup, Denmark
(q)
Boulevard Louis Schmidt 29 15, 1040 Etterbeek, Belgium
(r)
100 Avebury Boulevard, Milton Keynes, MK9 1FH
(s)
One St Peter’s Square, Manchester, M2 3DE
(t)
c/o Forvis Mazars LLP, 30 Old Bailey, London, EC4M 7AU
(u)
45 Westminster Bridge Road, London, SE1 7JB
Unless otherwise stated, the Group’s interest is in the ordinary shares issued
(or the equivalent of ordinary shares issued in the relevant country of issue).
Registered office classification key:
(1)
Limited Liability Partnership
(2)
Limited by guarantee
(3)
Holding of ordinary and special shares
(4)
Limited Partnership
(5)
Holding of special shares
(6)
Community Interest Company
(7)
In liquidation
(8)
Incorporated on 13 February 2025; jointly owned by Lovell Partnerships
Limited (50%) and Morgan Sindall Property Services Limited (50%).
The proportion of ownership interest is the same as the proportion of
voting power held, except English Cities Fund, details of which are shown
in note 12 of the consolidated financial statements.
3 Provisions
Self-insurance
Other
Total
£m
£m
£m
1 January 2023
8.7
2.8
11.5
Utilised
(1.0)
(1.8)
(2.8)
Additions
1.6
0.9
2.5
1 January 2024
9.3
1.9
11.2
Utilised
(1.0)
(1.7)
(2.7)
Additions
1.5
1.5
Released
(1.1)
(1.1)
31 December 2024
8.7
0.2
8.9
Current
1.2
1.2
Non-current
7.5
0.2
7.7
31 December 2024
8.7
0.2
8.9
Self-insurance provisions
Self-insurance provisions comprise the Group’s self-insurance of certain risks. The Group makes provisions in respect of specific
types of claims incurred but not reported (IBNR). The valuation of IBNR considers past claims experience and the risk profile of the
Group. These are reviewed periodically and are intended to provide a best estimate of the most likely or expected outcome.
Other provisions
Other provisions include property dilapidations and other personnel-related provisions.
The majority of the provisions are expected to be utilised within 10 years.
Shareholder information
Analysis of shareholdings at 31 December 2024
Holding of shares
Number of
accounts
Percentage
of total
accounts
Number of
shares
Percentage
of total
shares
Up to 1,000
1,021
57.81
410,624
0.86
1,001 to 5,000
435
24.63
854,731
1.78
5,001 to 100,000
71
4.02
516,869
1.08
100,001 to
1,000,000
229
12.97
25,084,613
52.25
Over 1,000,000
10
0.57
21,137,584
44.03
Useful contacts
Morgan Sindall Group plc
Registered office
Kent House, 14–17 Market Place,
London, W1W 8AJ
Registered in England and Wales
Company number: 00521970
Email: cosec@morgansindall.com
Telephone: 020 7307 9200
Registrar
All administrative enquiries relating to shareholdings, such as
lost certificates, change of address, change of ownership or
dividend payments and requests to receive corporate
documents by email, should, in the first instance, be directed
to the Company’s registrar and clearly state the shareholder’s
registered address and, if available, the full shareholder
reference number:
By post:
Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZZ
By phone:
+44 (0) 370 707 1695. Lines open 8.30am to 5.30pm
(UK time), Monday to Friday (excluding UK public holidays)
By email:
webcorres@computershare.co.uk
Online:
investorcentre.co.uk
Shareholders who receive duplicate communications from
the Company may have more than one account in their name
on the register of members. Any shareholder wishing to
amalgamate such holdings should write to the registrar giving
details of the accounts concerned and instructions on how
they should be amalgamated.
Please note that the Company is no longer paying dividends
by cheque. Shareholders who do not currently have their
dividends paid directly to a UK bank or building society
account should complete a mandate instruction available
from the registrar on request or at investorcentre.co.uk by
selecting ‘Company info’, Morgan Sindall Group plc, ‘Printable
Forms’, ‘Amendments’ and ‘Dividend Mandate Form’.
Shareholders registered with Investor Centre can add or
change a mandate by selecting ‘My Profile’ and ‘Banking
Details’. For instructions on how to register, see our website
at morgansindall.com/investors/manage-your-shares.
Financial calendar 2025
Ex-dividend date – final dividend
24 April 2025
Record date to be eligible for final dividend
25 April 2025
AGM and trading update
1 May 2025
Payment date for final dividend
15 May 2025
Half-year results announcement
July 2025
Interim dividend payable
October 2025
Trading update
November 2025
Group website and electronic communications
A wide range of Company information is available on our
website including:
financial information – annual reports and half-year results
financial news and events
share price information
information on how to manage your shares, including
share dealing
Shareholder documents are made available via our website,
unless a shareholder has requested hard copies from
the registrar. Shareholders registered with Investor Centre
can sign up to receive electronic communications via
investorcentre.co.uk by selecting ‘My Profile’ and
‘Communications Preferences’.
Financial statements
195
Shareholder information
continued
Forward-looking statements
This document and written information released, or oral
statements made, to the public in the future by or on behalf
of the Group, may include certain forward-looking statements,
beliefs or opinions that are based on current expectations
or beliefs, as well as assumptions about future events.
These forward-looking statements give the Group’s current
expectations or forecasts of future events. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historical or current facts. Without limitation,
forward-looking statements often use words such as
anticipate, target, expect, estimate, intend, plan, goal, believe,
will, may, should, would, could or other words of similar
meaning. No assurance can be given that any particular
expectation will be met and shareholders are cautioned not
to place undue reliance on any such statements because, by
their very nature, they are subject to risks and uncertainties
and can be affected by other factors that could cause
actual results, and the Group’s plans and objectives, to
differ materially from those expressed or implied in the
forward-looking statements.
All forward-looking statements contained in this document
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section.
There are several factors that could cause actual results
to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could
cause actual results to differ materially from those described
in forward-looking statements are changes in the global,
political, economic, business, competitive, market and
regulatory forces, fluctuations in exchange and interest
rates, changes in tax rates and future business combinations
or dispositions.
Forward-looking statements speak only as of the date they are
made. Other than in accordance with its legal or regulatory
obligations (including under the UK Listing Rules and the
Disclosure and Transparency Rules of the Financial Conduct
Authority), the Group, its directors, officers, employees,
advisers and associates disclaim any intention or obligation
to revise or update any forward-looking or other statements
contained within this document, regardless of whether those
statements are affected as a result of new information, future
events or otherwise, except as required by applicable law.
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Appendix – Carbon emissions background and terminology
Net zero
The Paris Agreement (CoP21, Paris, December 2015) saw c.200
countries pledge to ‘pursue efforts’ to limit global temperature
rises to 1.5°C and to keep them ‘well below’ 2°C above those
recorded in pre-industrial times. It also committed countries
to achieve a balance known as net zero, between the
greenhouse gases (GHGs) that humans emit into the
atmosphere and the gases that they actively remove,
by the second half of this century (2050).
The ambition of many countries and organisations is to
become net zero, effectively having a zero account on their
carbon balance sheet. The UK was the first major economy
to create a legally binding target to bring GHG emissions to
net zero by 2050. This target was set considering the latest
scientific evidence recommended by the Climate Change
Committee, the UK’s independent climate advisory body.
Net zero pledges now cover 92% of GDP and 88% of emissions
worldwide. Despite this, the definition of net zero and the path
to get there has been interpreted in different and inconsistent
ways. Without a common definition, targets can differ in terms
of the emissions sources included and the depth and speed
of emissions reductions. This has fuelled confusion and
accusations of greenwashing.
The current terminology for net zero is not the same as
achieving zero emissions by 2050. In the past, some
companies have claimed to be carbon neutral (net zero)
simply by purchasing a large number of offsets (often
forestry). It is still possible for a company to become carbon
neutral almost immediately by offsetting. However, this does
not ultimately achieve the goal of eliminating all emissions.
The Science Based Targets initiative (SBTi) is the body
responsible for approving and assuring science-based targets.
The SBTi Corporate Net-Zero Standard is the world’s only
framework for corporate net zero target-setting in line with
climate science. It provides the guidance, criteria and
recommendations for companies to set net zero targets
consistent with limiting global temperature rise to 1.5
o
C,
as represented by the SBTi’s 2050 goal. For targets to be
considered net zero, companies must have set near-term
science-based targets to roughly half of their emissions before
2030, as well as long-term science-based targets, typically
more than 90% of emissions, before 2050.
Science-based targets
Science-based targets are calculated to decarbonise as much
as possible as fast as possible and neutralise any residual
emissions to the atmosphere by 2050. They also seek to
encourage companies to commit to decarbonising their
activities in line with the latest climate science.
The SBTi is a collaboration between CDP, the United Nations
Global Compact, World Resources Institute and World Wide
Fund for Nature, which uses the latest available climate
science to define best practice in science-based target-setting.
The SBTi independently assesses companies’ assets against
validation criteria to determine and validate science-based
targets and net zero commitments (see ‘net zero’ above).
It offers resources and guidance to reduce barriers to
adoption, and independently assesses companies’ assets
against validation criteria.
The Group’s SBTi-aligned, science-based targets go beyond
a 1.5°C trajectory as we are targeting net zero by 2045.
We are committed to reducing our Scope 1, 2 and 3 emissions
by 90% by 2045, with the remaining 10% of emissions offset
by high-quality carbon credits, in accordance with the
SBTi methodology.
Scopes of emissions
The GHG Protocol is a globally recognised framework for
measuring and managing GHG emissions. The Protocol
defines three types – or scopes – of emission, as follows:
Scope 1 (direct emissions): covers the direct emissions to air
under an organisation’s control through the combustion of
fuel and the operation of facilities. These mainly include gas
boilers and fuel used in vehicle fleets.
Scope 2 (indirect emissions): covers the emissions produced
during the generation of electricity purchased and consumed
by an organisation.
Scope 3: covers all other indirect emission sources, upstream
and downstream of the business. If a company’s Scope 3
emissions are 40% or more of its total emissions, reduction
targets for Scope 3 need to be included as part of agreed
science-based targets. This includes coverage of all 15 Scope 3
categories, where they are relevant or significant.
Our Scope 1, 2 and 3 emissions
Our GHG emissions are reported for the financial year
(1 January to 31 December). They are broken down as follows:
Scope 1
other fuels – emissions via air conditioning (kg of gas
recharge and gas type) and generation of electricity
(fuel consumption/litres of gas oil)
company cars – petrol purchased on Arval fuel cards (litres)
transport fuels
natural gas (kWh)
Scope 2
electricity purchased (kWh)
steam and heat purchased from off site (kWh)
electricity consumed in landlord-controlled offices
(metres cubed of lease floor area)
Our Scope 2 emissions are calculated using location-based
methodology: UK emissions factors published by the
Department for Energy Security and Net Zero. A location-
based method assigns the local grid average emissions factor
to all off-site electricity usage, regardless of where it comes
from. As the generation of electricity shifts away from fossil
fuels, these emission factors change. We therefore update
our factors each year.
Financial statements
197
Appendix – Carbon emissions background and terminology
continued
Unlike a location-based methodology, a market-based
method for calculating Scope 2 emissions focuses on the
individual company and its contract agreements in the market.
Market-based methodology is associated with the energy a
company purchases and so includes the renewable energy
purchased by the company in its calculation.
Scope 3
Our Scope 3 emissions, included in the scope of our
science-based targets, cover all relevant categories: 1
(purchased goods and services); 3 (fuel and energy-related
activities); 4 (upstream transportation and distribution); 5
(waste generated in operations); 6 (business travel); 7
(employee commuting); 8 (upstream leased assets); 10
(processing of sold products); 11 (use of sold products); 12
(end-of-life treatment of sold products); and 15 (investments).
Categories 2, 9, 13 and 14 are insignificant and have been
classified as non-relevant to the Group.
Specifically, the categories included in the scope of our targets
consist of:
carbon embodied in materials (emitted during raw
extraction, manufacture, transport to site, and disposal
or recycling);
carbon emitted during construction (via energy use
and waste);
estimated carbon emitted from operating the buildings
for 60 years following handover to the client, based on
how our clients tell us they will use the buildings;
carbon emitted when a sold product undergoes further
processing or transformation by a third party before it
reaches the end consumer;
electricity – upstream generation, transmission and
distribution losses;
employees with travel allowances – petrol purchased via
expense claims and mileage claims (miles);
transport – other – public transport (passenger miles),
supplier freight (miles);
waste – tonnes of waste produced that is not recycled or
used and goes to landfill; and
water and wastewater – metres cubed of potable water
consumption and wastewater generated.
We are working with our supply chain and clients to gather
this data. More information on our Scope 3 emissions,
including calculations and relevancy of categories, can
be found in our CDP Climate submission available on
our website.
Our GHG emissions baseline year
Our Scope 1 and 2 emissions reduction target uses a 2019
baseline and our Scope 3 target uses a 2020 baseline.
In 2024, the 2020 baseline for our Scope 3 emissions data was
re-baselined for Scope 3 categories where new methodologies
and assumptions were applicable. Our 2020 baseline for
Scope 3 emissions was subsequently updated.
See our responsible business data sheet on our website for
a breakdown of our emissions from our baseline years.
Offsets
Offsets are a mechanism whereby companies can effectively
buy or generate ‘credits’ to reduce the balance of their carbon
emissions. An offset is generally an investment in a recognised
emission-reduction activity or process that reduces or
removes carbon dioxide and other GHGs, such as methane,
from the atmosphere. Offsetting is a relatively complex
subject and not all offsets are recognised by the United
Nations, which publishes a list of recognised projects.
According to the SBTi, offsetting can play two roles in
science-based net zero strategies:
1.
In the transition to net zero: companies may opt to
compensate or to neutralise emissions that are still being
released into the atmosphere while they transition
towards a state of net zero emissions.
2.
At net zero: companies with residual emissions within their
value chain are expected to neutralise those emissions
with an equivalent amount of carbon dioxide removals.
The type of offsetting implemented to achieve net zero is
currently up to the individual organisation, but there are many
offsets provided on the market that do not meet accepted
quality criteria. Quality carbon offset credits must be
associated with GHG reductions or removals that are:
additional (i.e. that the mitigation activity would not have
taken place in the absence of the added incentive created
by the carbon credits);
not overestimated;
permanent;
not claimed by another entity; and
not associated with significant social or environmental
harms.
To meet our 2045 net zero target and reduce our Scope 1, 2
and 3 emissions by 90%, we will use option 2 above and
neutralise the remaining 10% of residual emissions using
high-quality offsets derived from the Group’s natural capital
projects (see page 47).
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Morgan Sindall Group plc
Annual Report 2024
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