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Annual report and
Financial Statements
Year ended 30 November 2022
STRATEGIC REPORT
2
2
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
86
Board of Directors
88
Corporate Governance Report
104
Nomination Committee Report
108
Audit and Risk Committee Report
118
Remuneration Committee Report
140
ESG Committee Report
142
Directors’ Report
148
Independent Auditor’s Report
162
Consolidated Financial Statements
167
Company Financial Statements
170
Notes to the Financial Statements
236
Shareholder Information
3
Operating Summary
4
Chair Statement
6
Purpose, Values & Culture
8
Chief Executive Officer’s Statement
12
Market Trends
14
Strategy
16
Business Model and Operating Divisions
25
Key Performance Indicators
31
Directors Duties Statement
32
Section 172 of the Companies Act
33
Non-Financial Information Statement
34
Managing the Group’s Risks
36
Principal Risks and Uncertainties
42
Sustainability Report
49
Task Force on Climate-related Financial
Disclosures
60
Social Value
70
Chief Financial Officer’s Statement
82
Financial Viability Report
2
3
OPERATING SUMMARY
Revenue growth of 4%
driven by strong growth in RM Assessment and the TTS business in RM Resources
Adjusted operating profit* of £7.5m
(2021: £16.5m) from continuing operations,
impacted by IT implementation in RM Resources and RM Technology Division turnaround
Adjusted operating profit* of £9.1m including discontinuing operations
associated with the RM Integris and RM Finance businesses
A further
£2.8m of IPv4 addresses sold
in the second half were treated as other income
Statutory loss of £14.5m
(2021: profit of £4.2m) due to level of adjusting items
primarily associated with the IT implementation
Proposed sale of RM Integris and RM Finance for up to £16m
aligned to strategy to simplify portfolio
IT implementation in Consortium now complete
following significant challenges
£70m banking facility extended to July 2025
with revised covenants.
Adjusted net debt* of £46.8m at 31 November 2022 (2021: £18.3m)
No dividend proposed
as condition of extended banking facility
Business now on a more stable footing on which to leverage transformation
programme to deliver improved shareholder value
*Alternative performance measures (APM), see reconciliation in Note 6.
STRATEGIC REPORT
4
Overview
2022 was a difficult year for the Group, dominated
by the challenging deployment of the new
IT system into the Consortium brand of the
Resources Division. This impacted customer
service in that part of the business and the financial
performance of the Group overall as additional
costs were incurred, putting the Group under
unnecessary financial stress.
Thanks to the determination and hard work of
the team, the situation is now under control. A
stable footing both financially and from a systems
perspective has been established. Notwithstanding
the significant impact of this event on profit and
shareholder value, the Group delivered 4% revenue
growth, including the highest ever revenues from
the Assessment Division and TTS Resources brand.
This is my first annual statement since taking over
as Chair and it is helpful to set out my perspective
on the Group and our priorities. RM has market
leading positions, channel strength and a good
product and market fit across its portfolio. The
business operates in an important and resilient
marketplace and is well positioned to deliver
sustainable growth in response to a number of
positive structural trends in the education market.
However, as the team had already acknowledged,
there is a need for a period of transformation to
improve the way in which RM is structured and
executes in order to be able to deliver effectively
on these opportunities.
A requirement to change
With this in mind, at the start of the year, the
Company laid out a reset of its strategy with a
2-year transition phase, with the aims of simplifying
and focussing its portfolio, strengthening
the leadership team and restructuring the
Technology Division.
Progress continues in each of these areas,
including the announcement of the sale of the
RM Integris and RM Finance products from the
Technology Division for up to £16m. However,
the implementation phase of the internal IT
system replacement and warehouse consolidation
and automation programme, in development
CHAIR STATEMENT
since 2018, has been a substantial setback.
The difficulties in deployment and subsequent
remediation of these in the Consortium business
dominated the management agenda in the second
half of the year and led to an even greater urgency
to bring about change.
Now on a platform to progress
In response, the business has now stabilised the
IT platform and made the final deployment in the
Consortium business to complete this phase of
the programme. A new interim Chief Technology
Officer has been appointed and the wider
implementation programme has been paused to
enable management to reconsider the wider IT
architecture. A new interim Chief Financial Officer,
Emmanuel Walter, has been appointed, bringing
greater financial rigour and control. To respond to
the liquidity challenges the Group has been facing,
the business accelerated the sale of some surplus
assets of Internet Protocol v4 (IPV4) addresses
from its connectivity business and restructured
its £70m banking facility which is now extended
to July 2025. It will also benefit from the strategic
sale of the RM Integris and RM Finance businesses
mentioned earlier which is anticipated to complete
in the first half of 2023.
This provides a sound footing on which to
continue to develop the business and focus on
optimising the portfolio value of a Group that
delivers significant value in the education sector.
I have been working closely with the leadership
team to identify the necessary actions to unlock
that value and will continue to ensure that they
have the Board’s full support to do so.
Thanks to the team
Navigating this year has required exceptional
efforts from so many of the people within the
RM business and I have been impressed by their
resilience and passion for our purpose and for their
customers and on behalf of the Board I would like
to thank the whole team.
We have continued to evolve the Board and
leadership of the Group. Most notably, Mark Cook
joined as Chief Executive Officer in January 2023,
replacing Neil Martin who stepped down after
5
seven years with the Group. Mark brings with
him important experience in transformation and
creating shareholder value. Paul Dean will be
retiring as Chair of the Audit and Risk Committee
after the publication of the FY2022 preliminary
results and will be replaced by Richard Smothers
who joined the Board in January 2023. As
mentioned, Emmanuel Walter joined as interim
Chief Financial Officer in July 2022.
I would like to thank Neil and Paul for their
contributions to RM and wish them both well in
the future.
To support continuity through a period of change,
the Company has agreed to extend the term
of Patrick Martell’s appointment as the senior
independent Non-Executive Director by one year
to 31 December 2023 which will take him into his
tenth year with the Group.
During the last year, the Board has had to step
up in what has been a dynamic and testing
environment. I’m thankful to my fellow Board
members for their efforts and commitment during
this period helping RM to steer a path to a more
stable position.
Dividend
A condition of the new extended and amended
banking facility agreement has been to restrict
dividend distribution until the Company has
reduced its net debt to Last Twelve Months (LTM)
EBITDA (post IFRS 16) leverage to less than 1x for
two consecutive quarters and therefore, we are not
able to recommend the payment of a dividend.
The Board understands the importance of
dividends to our shareholders and are clear that
reinstating the dividend is a key milestone on our
recovery path.
Outlook
The macroeconomic backdrop remains
challenging with inflation continuing to put
pressure on our own operations and on school
budgets. However, RM now has the benefit of
a stable operating and financial platform on
which to focus more fully on rebuilding and
optimising shareholder value from its portfolio and
I am confident in the positive progress that will
be made.
Helen Stevenson
Non-Executive Chair
28 March 2023
STRATEGIC REPORT
6
PURPOSE, VALUES & CULTURE
RM is a purpose-led organisation with a strong culture that binds the three operating Divisions behind a
common purpose. As each Division has a different market and product focus, they each deliver this vision
through a different mission statement. Our purpose, vision and mission statements support our long-term
sustainable growth and value for our shareholders
PURPOSE
Enriching the lives of learners
VISION
Enabling the improvement of educational outcomes around the world...
RESOURCES
Mission
ASSESSMENT
Mission
TECHNOLOGY
Mission
...through our innovative
curriculum resources,
inspiring content and
outstanding service.
...by enhancing the
role digital assessment
solutions play throughout
the lifelong learning
journey.
...by helping educators
harness technology to
improve the learning
environment.
This unifying purpose is a source of pride for our
employees and is tightly aligned with the sector
and our customers to deliver significant value to
society. Together, the Group play a role in the
life of learners from the very start of the learning
journey with early years learning resources,
through to the high stakes assessments they take
as a teenager or developing professional.
Underpinning our culture are a set of five
behaviours, called
Five to Drive
, which inspire our
choices and performance:
Consider it Done:
We hold ourselves accountable,
as individuals and as a company, for delivering on
our promises. We can be relied upon to get the
job done for our customers and ourselves. We are
tenacious in delivering positive results and respond
energetically when faced with new challenges.
Make it Simple:
We make complex issues easy to
understand and we strive for the simplest solutions
that deliver the most significant results for our
customers and ourselves. We say it as it is and
don’t assume that how we have done it in the past
will necessarily be how we do it in the future.
Win Together:
We are at our best when working
with our customers and with our colleagues -
motivated by the belief that diverse teams are
much more successful than the sum of their parts.
We strive to see things from the point of view
of others, building trust, showing humility and
working collaboratively to get great results.
7
Be Brave:
We are ambitious, and we push
the boundaries to deliver great results for our
customers and for our business. We do not settle
for less than great, or shy away from the difficult,
and we don’t let fear stifle our true potential.
Be Curious:
We have an intense desire to
understand our customers and to imagine new
possibilities for our business and theirs. We are
hungry to learn, seek out new ideas and best
practice, to expand our networks and to develop
our understanding. We are inquisitive, creative and
we question how things are and can be done.
These behaviours are intended to drive positive and
aligned behaviours throughout the organisation for
the benefit of all stakeholders with whom we do
business and is supported by our “High Five” peer-
to-peer recognition scheme for employees that
have demonstrated our Five to Drive behaviours
that helps foster a sense of community.
The Board receives regular reports and updates
from the CEO, CFO, and General Counsel as well
as other members of the Executive team and the
Group. These reports and updates cover a wide
range of matters to ensure that policy, practices
and behaviour in the Group are aligned with the
Company’s purpose, values and strategy and
that any issues that may give rise to concerns are
brought to the attention of the Board.
This has included the following.
y
A new consolidated employee code of
conduct document that was issued to
all staff.
y
Specific reviews on particular Divisions within
the business and key projects.
y
Workforce data including details with regard
to leavers, joiners, promotions, diversity and
length of service.
y
Any significant customer issues, disputes.
y
Compliance updates including issues,
training, system availability and information
security and data incidents.
y
Health and safety reports.
y
Environment, sustainability and governance
(ESG).
y
Disputes and whistle-blower concerns.
The Board requests further information on any
matters that they consider relevant. The Board
requires ongoing updates, seeks assurance as
to the proposed actions to resolve such matters
and receives information on the corrective
actions taken.
7
STRATEGIC REPORT
8
CHIEF EXECUTIVE OFFICER’S STATEMENT
I am pleased to have joined RM at an important
point for the Group. The attraction of the role was
clear with a business in a socially important and
resilient sector and with strong market positions.
The organisation has a deep and rich heritage in
the education sector and will celebrate 50 years of
trading in 2023. It is a sector that is experiencing
structural change, most notably associated with the
use of technology which was advanced through its
experience during the pandemic in 2020 and 2021,
and this creates an interesting growth opportunity
and positive inflection point for RM.
At the same time, RM acknowledged in last year’s
annual report, that it is a business that needs to
change. I have spent the best part of my career
working in technology businesses and leading
business transformations. My priority is clear, to
work with the Board and the leadership team to
bring that experience to bear with the objective of
building value for all our stakeholders. There is much
to be done, but the work by the team over the last 6
months, has put RM back on a much firmer financial
and operational footing, and I am firmly committed
to ensuring that the Group takes full advantage of the
opportunities in its chosen markets.
2022 performance
Despite a disappointing bottom line financial
performance in 2022 with profitability levels
materially below that of previous years, the top
line gave cause for encouragement. Revenue
growth was 4% and the Assessment Division and
the TTS resources brand delivered record revenues
benefitting from UK and international sales growth.
As we have noted previously, profitability in 2022 was
negatively impacted by increased costs related to the
IT implementation and inflation impacts on costs, in
particular international freight costs that were several
multiples higher than pre-pandemic levels, combined
with ongoing drag from the Technology Division
pending benefits from its turnaround.
The impact of the IT implementation challenges was
broader than just profitability. The requirement to
stabilise the operational performance in Consortium
and to fix the implementation issues drove materially
higher levels of borrowing than planned. Dividends
were suspended as a consequence alongside
further actions to prioritise net debt, such as
the accelerated sale of IPv4 addresses in the
second half.
I recognise that there is much to be done to rebuild
value for all our stakeholders, but we start 2023 with
a more stable financial and operational position.
y
Banking support has been secured with an
extension of our £70m credit facility to July
2025 with covenants that are manageable
within our outlook.
y
The IT implementation programme is
now stable with the completion of the
implementation of the new system into
Consortium with the Digital e-commerce
platform going live in the early part of 2023.
y
The proposed sale of the RM Integris and
RM Finance businesses from the Technology
Division for up to £16m supports the turnaround
activity and simplification of the Division.
y
In addition, further restructuring work is
ongoing to refocus activities and to bring
greater commercial clarity and simplification.
Transformation approach to
continuous improvement
My near-term focus will be to continue to
strengthen the Group finances alongside looking
at the value creation path ahead. I am working
with the management team to build a continuous
improvement culture and pinpoint all opportunities
that drive enterprise value utilising our expertise
in the education sector, product design and the
potential from a digital transformation. We are
focussed on building shareholder and enterprise
value in a short time frame and as a result building
operating margin in each of the Divisions.
My initial observation of RM is that it has great
people, customers, and a long heritage of education
knowledge to design, build and deliver products and
services to UK and international customers.
As we go through this inflection point and
transformation of the business, we want to retain
the 50 years of education IP in the Company,
9
bringing in new talent where needed to leverage
the product opportunities in the education sector
and having a laser focus on customer excellence
and satisfaction.
This approach will be supported with a culture of
continuous improvement embedded across the
organisation as part of our transformation plan and
allow us to serve our education customers with
care and compassion but, at the same time, with
ruthless operational efficiencies from behind the
scenes.
We will review our enterprise architecture to fit
the needs of the strategy and the future operating
model and this in turn will unlock value drivers
relating to operations, working capital, and
overhead.
This transformation programme will become the
one stop shop to keep all of our stakeholders
updated on our progress and the framework
against which I will hold myself and the
management team to account regarding
execution.
Looking ahead at the priorities
The market fundamentals and trends that underpin
the current strategy are clear and well founded
and create opportunity for RM.
y
Increasing use of technology in education
y
Digital delivery of assessment
y
Aggregated school procurement
These trends are providing opportunity in the near
term and will only strengthen further over time.
They played a role in helping the business deliver
revenue growth in 2022, particularly in a number
of the contract wins delivered in the Assessment
and Technology Divisions.
I see RM as having autonomous operating
Divisions with strong market positions and
channel strength in their own right and where
the corporate governance offers a control
framework in which our business leaders have
clear decision-making authority. As a result, the
central overhead functions should be small and
use short lines of communication to ensure
prompt and unambiguous decision making. These
functions will also provide specialist resource that
provides synergy and access to expertise and a
programme management cadence for the overall
transformation execution.
I will continue to evaluate and review the strategy
and core operating business units over the coming
months alongside the continuous improvement
work that is in progress.
IT programme
Given the delays and overspend associated
with the Group IT programme, a priority is to
reset these plans. The programme is at a natural
review point following the completion of the
implementation of the end-to-end system into
the Consortium resources brand in the early part
of 2023. We have also implemented ServiceNow
into the Technology Division and Group IT and an
updated HR system across the Group.
The front-end website of the system, back-end
support and automated distribution centre will
bring great value to the Consortium business
and represent a step change in its digital and
operational capabilities and customer experience,
providing a wealth of new functionality,
automation and data transparency.
This new digital experience ranges from the
simplicity of customer self-service options and
improved product shopping list functionality to
new product comparison and predictive search
functionality. This is coupled with personalised
content for specific customer account types, and a
shared shopping basket across complex users.
With the IT system now fully implemented into
Consortium, we will use the period of stability and
reduced spend levels to remove the dependency
of expensive 3rd party resources that were heavily
used through the implementation phase and
develop our own capabilities to retain knowledge
and IP inside RM.
Importantly, we will review the IT enterprise
architecture and structural requirements of the
wider business alongside a review of the future
operating model. We will be open minded
about what is required in each area rather than
assume that the current architecture is deployed
throughout and no further deployment phases are
planned in 2023.
STRATEGIC REPORT
10
Revenue and Gross Margin development
We continue to see growth opportunities in each
Division. These are in part from leveraging the
structural growth opportunities that exist around
the increasing use of technology and the clearer
customer targeting of larger School buying groups
that are increasing through the Academisation
process in English Schools. Furthermore, there
are opportunities associated with continuing to
improve execution and the development of a
more commercial culture.
There is a specific focus on gross margin
development which is of increased importance
given the inflationary backdrop. All areas of the
business have been challenged to improve their
commercial response to managing indexation,
pricing and account management which is being
centrally coordinated and reviewed.
There is also a focus on customer and product
profitability and ensuring that all contractual
relationships are profitable for the Group. This is a key
aspect of the turnaround in the Technology Division.
Spend and Working Capital
There are a number of initiatives in train around
improving working capital cycles and inventory
management and reviewing spending plans across
the Group. It is important to me that we mirror
the spending behaviour of our customers where
budgets are currently challenged or uncertain
as a result of the macroeconomic backdrop and
ensure that all of our spend is essential. We have
established a Technology Board to review all plans
in this area across the Group covering structures,
spend, licensing and asset management and
also a Staffing Board to regularly review all hiring
decisions and employment levels.
People
Talent and culture remain a focus and RM has
a strong purpose-led culture and committed
employees who care about education and
learners. This has been immediately evident to
me throughout my early interactions with people
regularly demonstrating that they care about the
work that we do within education. On behalf of
the Executive team, I would like to thank everyone
in RM for their incredible commitment through
2022 and the warm welcome that they have
shown me and I look forward to working with
them in the year ahead.
Outlook
The government continues to make education
a priority and it is one of the few departments
that has received increased funding. The wider
macroeconomic backdrop however continues
to create uncertainty and challenges for school
budgets with higher than expected pay increases,
persistently high energy prices and high inflation.
In turn this puts pressure on our own operations
and, as outlined, ensuring we have the right cost
base will remain a key priority.
That said, growth is expected in each of our
Divisions in the year ahead. The Resources Division
is most sensitive to inflationary environments,
but we are optimistic for the recovery in the
Consortium brand following the disruption of
the previous year and now that we have a stable
and materially improved technology platform
with strong digital capabilities. We also expect
the International markets to be more resilient and
continue the strong underlying growth we have
experienced over a number of years.
Assessment should continue to grow on the back
of a good year in 2022 and has the benefit of
new customer wins from the previous year and a
positive marketplace.
The Technology Division should benefit from the
turnaround actions taken in 2022 and, although
this work is ongoing, it is now more effectively and
commercially organised aligning its go-to-market
structure with its product verticals. Technology will
focus more on profitability and operating margin
and benefits from some positive wins in 2022 and
is focussed on key government funded initiatives
such as the Connect the Classroom connectivity
programme where it has a strong presence. We
also expect to conclude the sale of the RM Integris
and RM Finance businesses in the first half of
2023 which has required significant effort and
commitment over the last year.
I am personally energised about the opportunities
ahead and driving enterprise value at RM. While
there is much to be done, the business and market
fundamentals are positive and the whole team at
RM are focussed on delivering for our customers,
improving outcomes for learners and unlocking
value for all our stakeholders.
Mark Cook
Chief Executive Officer
28 March 2023
11
11
STRATEGIC REPORT
12
MARKET TRENDS
The education sector continues to be a dynamic market with a combination of long-term secular trends and
short-term volatility creating opportunity and uncertainty for customers and suppliers.
Underlying market trends create opportunity for RM. Globally the sector continues to normalise after extended
periods of Covid disruption. This is a positive for every young person whose education has been disrupted and
also creates a more stable operating environment. Governments are investing additional funds to mitigate the
impact of lost learning during the pandemic and RM Resources continues to be well placed to use its specialist
experience to support customers and deliver growth.
Spend on technology has fallen in comparison to peak Covid spend, but continues to demonstrate consistent
long-term growth in spend, adoption and impact across the sector. There is a continued maturing of
technology adoption, with greater focus on systemic change and process to complement continued spend on
devices and classroom technology.
Covid accelerated the demand for digital assessment solutions and the market continues to expand and
innovate in every sector as customers work to digitise assessment to reduce costs, improve the candidate
experience and improve the overall quality of assessment.
Accelerating as schools progress on long
digital maturity journey with only 9%
considered digitally mature by DfE.
Long-term technology growth in education
despite normalizing post Covid.
Engagement building on digital solutions post
COVID-19 disruption.
Assessment will be digital “when not if”.
Growth in larger school groups is key disrupter
in buyer behaviour.
Government academy plans will result in the
majority of English schools (14,000) becoming
part of a mid-sized buying group.
Global education priority to reduce impact of
learning loss drives curriculum focus.
Customers returning to pre-pandemic
behaviours, but legacy of COVID-19 will be
long-lasting.
Use of technology in
education
Digital delivery in
assessment
Aggregated school
procurement
Covid recovery and
normalisation
13
English schools are continuing to choose to
convert to academy status and join multi-academy
trusts, and this trend looks set to continue despite
recent softening of Government ambition to
fully complete academisation by 2030. This is
resulting in aggregated purchasing and delivery
for technology services, where we see mid-sized
trusts having a greater appetite to work with a
partner that can scale to support them, and an
increasingly sophisticated customer base who
can work with us to deliver powerful impact from
technology.
Short-term headwinds
The operating environment for schools in the UK
has been extremely challenging. Inflation, energy
costs, and a higher than anticipated teacher pay
award, resulted in financial concerns across the
sector and corresponding spend reductions and
re-planning for many customers during the middle
months of the year. The Autumn Statement in
November 2022 announced additional funding for
schools, alleviating some of the budget pressure,
and delivering on a manifesto commitment to
return education spending to 2010 levels in real
terms, but funding remains a concern for many
schools.
The UK political environment has created
uncertainty within the education sector, with five
secretaries of state for education serving during
2022. The clarity of priorities and direction set out
in the Education White Paper in March 2022 has
eroded, with short-term government priorities for
education remaining unclear.
13
STRATEGIC REPORT
14
The challenges and volatility in FY22 have yielded appropriate adjustments in strategy and leadership to
respond effectively, navigate the challenges and return RM to more stable ground on which to build for
the future. With Mark Cook joining as the new CEO in January 2023, he will assess the current strategy
and the framework for transformation required to ensure RM is consistently delivering good results.
RM continues to be a portfolio business where we benefit from shared expertise and scale, united
by a common purpose and provide an expert layer into the education sector. We are focussed on
how each Division creates value, with an operating model that ensures clear, empowered Divisions
supported by well-integrated cost-effective corporate functions.
In November 2022 the proposed sale of RM Integris and RM Finance was announced. This was an
important part of the strategy articulated last year to focus on the areas where RM can win at scale.
The sale creates a more focussed Technology Division, with the priority and ambition to accelerate
growth in Managed Services, Hardware and Connectivity, capitalising on the growth of Multi-Academy
Trusts (MATs) in England, leading to larger Managed Services requirements where RM’s scale and
expertise means we are well positioned to win long-term share.
The sale is an important part of the turnaround of the Technology Division with a new Managing
Director of the Division having joined in April 2022. With deep expertise and experience in Managed
Services businesses their leadership is seeing progress on the transformation, shown in top line
revenue growth. More work is required to move to a cloud-first managed services business delivering
consistent profitability, innovation, and customer satisfaction.
The new IT platform programme has been a significant but challenging investment in RM Resources.
The programme has now successfully deployed the platforms required for Consortium to offer
a modern, digital experience for our customers. While the programme has negatively impacted
profitability in FY22, we now have a solid platform across warehousing, finance and procurement that
has enabled automation in the warehouse, streamlined order process, dynamic reporting capabilities
and a modern digital experience for Consortium customers. We will be re-evaluating the wider IT
Enterprise Architecture and requirements for further IT and systems transformation in alignment with
the Group Strategy. These activities and deployments will be smaller, reducing risk from further large-
scale change programmes.
FY23 will see a renewed focus on transformation, with clear priorities:
y
Strengthen the finances of the Company
y
Working capital management and debt reduction
y
IT enterprise architecture review
y
Key projects to deliver budget, mitigate budget risks and realise budget opportunities
y
Refinement of the Group operating model, including the establishment of the Group Technology
and Group Staffing Boards
y
Develop strategic options focused on building shareholder/enterprise value
STRATEGY
15
As an organisation focused on a single sector, customer market share is critical and provides
broader commercial opportunities to a portfolio group. It also highlights the value in looking
at adjacent markets in education where we are not currently focused but where the same
customer need exists.
Example opportunity: whilst we are one of the leading brands in the sector, only 2% of UK schools have
an RM Technology Managed Service in a market where this need is increasing.
The cost to acquire new customers is relatively high and therefore it is critical that once a
relationship is established, it is maintained, and the share of customer spend maximised.
Example opportunity: each Division has multiple products, category or solutions that apply to the same
customer. Focus on logical cross-sell and customer expansion is critical to maximise value after initial
customer acquisition.
At a Group level, we have five simple overarching objectives which are critical to our delivery.
Reach more customers
Strategic Objectives
Improve share of customer spend
Good customer service and operational efficiency is essential to a sector that delivers a critical
public service to its end customers.
Example opportunity: The completed deployment for Consortium and move to an automated ware-
house system will yield operational benefits. System adoption in the Technology Division can improve
automation and insight, reducing the cost to serve.
RM prides itself on a workforce that has functional expertise, deep sector knowledge and
customer empathy. Acquiring, developing and retaining this talent and building a culture of
positive employee engagement is a key success factor.
Example opportunity: a challenging labour market continues to impact RM, but opportunities exist to im-
prove employee engagement and build on the strong purpose-led connection employees have with RM
and our customers. A continuous improvement culture will engage employees to provide an interactive
platform, with management, to enable change and career enhancements
.
RM’s balance sheet has become strained resulting from the challenges associated with the IT
implementation in Consortium. The underlying business model is positively cash generative
and with the material IT spend concluded and actions taken to put the Company on a more
stable financial footing, RM can focus on strengthening its finances, reducing net debt and
restoring strong financial discipline.
Example Opportunity: RM has extended and amended its £70m bank facility with revised covenants that
put the Company on a stable financial footing on which to refocus on building shareholder value.
Operational excellence
Attract and retain talent
Restore strong financial discipline
STRATEGIC REPORT
16
BUSINESS MODEL AND OPERATING DIVISIONS
Portfolio Business Model
RM is a portfolio organisation with a common purpose that aspires to enable the improvement of education
outcomes around the world through bringing together inspiring resources, digital assessment solutions and
harnessing technology to support and improve teaching and learning.
We do this through our three Operating Divisions:
y
RM Resources
– providing unique and innovative teaching resources and education supplies to schools and
nurseries globally.
y
RM Assessment
– providing assessment software to help our customers accelerate their adoption of digital
practices and transform assessment across practice, progress, evidence collection and exams to unlock
teaching and learning benefits.
y
RM Technology
– providing strategic IT services to UK schools and colleges that deliver an environment
that improves learning outcomes and makes the most of their IT investments.
Common purpose and vision
Clear, empowered Divisions, focused on customer value,
operations, and financial performance
Supported by centralised corporate functions that support
Group-wide priorities and manage Group strategy, risk and
opportunity and capital allocation.
Supported by RM Education Solutions India who perform a range
of services for all Divisions and central functions including software
development, technology support, and back-office services.
RESOURCES
ASSESSMENT
TECHNOLOGY
Curriculum resources and
education supplies
Digital assessment
Technology to improve
education
17
Our Divisions are aligned to the trajectory of their respective markets whilst aspiring to bring the breadth of their
expertise and relationships together to create a cohesive organisation, ensuring the resources available to us
have the biggest impact:
Strong market positions
Strong and distinctive brands that are well respected in the UK and
internationally
Breadth and depth of knowledge
RM has a rich heritage in education, trading since 1973, and across the
Divisions has established an extensive sector knowledge to enable it to bring
unique breadth of value to the customer.
Market leading products
We have leading products and services in each of our respective markets
focussed on the domains of curriculum content, digital assessment and the
use of technology to improve education environments.
Insight from working with the
leading organisations in education
We benefit from long relationships with some of the leading organisations
in their field from globally renowned assessment organisations to ministries
of education, leading schools, trusts and nurseries, thought leaders
and educators, Universities and partners that include the largest global
technology organisations.
This creates a unique network of knowledge and insight with which to create
value for our customers – The RM expert layer.
Highly skilled people with deep
domain knowledge
We employ some of the best and most passionate people in the education
services sector combining functional expertise, a deep sector knowledge
and customer empathy.
Purpose-led culture
Above all we recognise our role in society and our people are united in
seeking to enrich the lives of learners worldwide.
17
STRATEGIC REPORT
18
RM Resources
WHAT WE DO
MARKET FOCUS
WHAT MAKES US DIFFERENT
OPPORTUNITY
APPROACH
AMBITION
MARKET CHARACTERISTICS
We improve learning outcomes by providing
unique and innovative teaching resources
and education supplies to schools and
nurseries worldwide. We are the UK
market leader with two distinctive brands
– TTS and Consortium – whilst also selling
internationally to over 80 countries through
a network of distributors or directly to
international school groups.
Leverage our market leading position and
significant customer reach in the UK to
ensure that we are meeting the evolving
needs of educators to deliver the curriculum
to improve child attainment.
Invest internationally, building on our
existing presence in scalable markets to
leverage the TTS brand as experts in our
core strengths of STEAM, robotics, early
years and 21
st
century skills.
We work with educationalists, practitioners,
and experts to develop unique ranges which
address the educational goals for learners
worldwide. The RM expert layer.
We offer resources that cover the whole
English curriculum and are closely mapped
to the improvement of learning outcomes.
We are recognised experts and innovators
with core strength in Early Years, STEAM,
Robotics and 21
st
Century skill development.
y
Sell to c. 90% of UK primary schools and
c. 30% of nurseries
y
Only 1/3 of existing customers buy
both brands
y
Increase international penetration
y
Maximise customer and operational
benefit from Evolution programme
y
Assess further product penetration
opportunities
y
Improve digital experience for customers
y
Continued growth in International
Markets
y
Embed new technology platform and
automated warehouse
We will build on the trust of our market
leading position to continue to grow share
as the foremost provider of resources to
improve children’s attainment in school and
nursery settings in the UK and internationally.
UK Resources
Market
2023
Growth
Share
c. £1bn
-5-10%
c.9%
International Resources
Market
2023
Growth
Share
>£1bn
2-5%
<2%
2022 Summary
2022 was a challenging year, with some
strong results offset by difficulties with the
IT implementation and a volatile operating
environment where inflation, particularly for
freight costs, negatively impacted profitability,
particularly in the first half of the year.
TTS, our curriculum brand delivered record
revenues in the UK and internationally,
continuing the strong recovery following
Covid disruption and showing the value that
customers place on the sector knowledge,
product innovation and customer intimacy
that are the cornerstones of the TTS brand.
Our products and services were nominated
for and won many education awards (see
Social Value section on page 60), being
recognised by customers and industry leaders
around the world.
The year saw substantial investment in
modernising systems and infrastructure,
consolidating Consortium into a single
distribution centre with automated
distribution capabilities, closing legacy
warehouses and deploying a new IT platform.
The implementation was disruptive during
the year, impacting revenue and elevating
costs but has delivered significant customer
and back-office benefits for Consortium and
creates opportunity to improve customer
service and reduce costs.
19
STRATEGIC REPORT
20
RM Assessment
WHAT WE DO
MARKET FOCUS
WHAT MAKES US DIFFERENT
OPPORTUNITY
APPROACH
AMBITION
MARKET CHARACTERISTICS
We provide software that helps our
customers accelerate their adoption of digital
practices and transform assessments to
unlock teaching and learning benefits.
Addressable market primarily digital adoption
of paper-based processes.
RM supports 2.5m online tests and 17m
online marked tests across 180 countries.
Continue to build market share in digital
assessment globally as the market
transforms. Focussing on general school
examinations, professional and vocational
awarding organisations and higher
education.
Our customers choose us because we
navigate the journey to digital assessment
maturity irrespective of their start point and
make it easier to digitise across practice,
progress, evidence collection and exams.
We stand out because we don’t just provide
a technology platform. Our customers
rely on our proven domain expertise and
experiences of working with the world’s
leading organisations to pre-empt and
overcome the challenges and barriers
they face.
y
Global growth of digital assessment
and innovation, accelerated by COVID
disruption
y
Digital assessment solutions have a
growing role in the learning process
y
RM support the leading global
assessment brands today
y
Increase sales capacity to target existing
and adjacent markets
y
Re-position as a leading provider of
digital assessment solutions
y
Improve customer experience and
operational efficiency
To become the essential digital assessment
partner to the world’s leading awarding
and education organisations. Innovating
approaches to digital assessment across
practice, progress, evidence collection
and exams, and work with customers
throughout the lifelong learning journey.
Global Assessment Services
Market
2023
Growth
Share
>£1bn
>5%
<5%
2022 Summary
The year saw a record revenue year for
Assessment in RM’s history benefitting from
the first full summer exam sessions since
the Covid disruption alongside customer
expansion and growth in exam volumes.
Customers continue to value their partnership
with RM Assessment, with a number of
significant customers choosing to extend
their contracts, alongside new customer
wins and new customers selecting RM as
their preferred supplier. The approach to
supporting digital maturity of assessment is
helping customers innovate, with customers
growing their levels of digital exam sessions
to new highs whilst others start their digital
assessment journey with RM with first moves
into e-Marking.
We continue to deliver product innovation,
successfully completing trials of a new Exam
Malpractice product to detect candidate
collusion.
Operating costs were higher than planned
primarily driven by elevated costs on a small
number of development contracts. Product
development is a continued focus moving
into 2023 to support further growth and
improve margins.
21
STRATEGIC REPORT
22
RM Technology
WHAT WE DO
MARKET FOCUS
WHAT MAKES US DIFFERENT
OPPORTUNITY
APPROACH
AMBITION
MARKET CHARACTERISTICS
We are the strategic IT services partner
for UK schools and colleges to deliver a
technology environment that improves
learning outcomes and make the most of IT
investments.
Current market size excludes proportion
of market where schools run IT services
in- house.
Focussing on the UK schools’ market,
building on our customer reach of 19% and
to improve our share of customer spend.
Focus on the growing need for a strategic
IT strategic partner managing technology
for schools, particularly for the growing
segment of mid-sized Multi-Academy Trusts.
Leading in transforming the way technology
is used in schools supported by almost 50
years of experience in the sector with a
breadth of specialists and partners.
Provide access to a unique network
of knowledge and insight through our
relationships with leading schools and
trusts, governments, global technology
partners and experts across education and
technology.
Size and scale to support all nature of
opportunities across the UK, from software
to support a national solution to partnering a
regional requirement or local school.
y
Continued growth and maturing of
technology use in education
y
19% of UK schools buy at least
one product. Only 2% have an
RM Managed IT Service
y
Growth in larger school groups is
changing the market need
y
Reposition RM as the strategic
technology partner of choice.
y
Improve share of customer spend
y
New technology platform to improve
operational efficiency, customer
acquisition and retention.
To become the preferred technology
partner for UK Trusts, schools and colleges
and to lead the market through a period of
digital maturity.
UK IT Services in Education
Market
2023
Growth
Share
£500m
2-5%
c. 13%
2022 Summary
Under new leadership, the Division has
made progress on the turnaround required,
further refining the strategy and sharpening
focus on mid-sized Multi-Academy Trusts
as the primary target market. The strategy is
supported by the initial roll out of ServiceNow
to modernise service delivery and enable
automation.
The proposed sale of RM Integris and
RM Finance is a critical milestone as part
of the Technology turnaround and allows
the Division to focus where it can win at
scale and offer market leading value and
service. The Division has aligned into four
strategic business verticals: Managed Service,
Hardware, Software and Connectivity, being
clearer in meeting customer needs and
offering customers the full value of everything
that RM Technology support them with.
Revenue results were positive supported by
winning one of the largest contracts in the
sector and delivering into the Department for
Education’s connectivity initiative, Connect
the Classroom.
The evolution of the Academies and Trusts
market is creating opportunity, with very large
trusts choosing to work with RM to augment
and support their own capability, while
mid-sized trusts are selecting RM to be their
trusted IT partner.
There remains further work to improve
profitability of the Division, improving the
mix of services we sell to customers and
focussing on the target customers where we
can deliver profitably.
23
STRATEGIC REPORT
24
Value we create for our stakeholders
Educators
We believe that technology can help make teaching more engaging, encourage greater
collaboration between colleagues and have a positive impact on addressing teacher workloads.
Learners
Developing digital and 21
st
century skills is critical in later life, and equipping learners with the
opportunity early in their development prepares them for whatever comes next.
Governments and
awarding bodies
We innovate approaches to digital assessment across practice, progress, evidence collection
and exams, and we work with customers throughout the lifelong learning journey.
Employees
We are committed to building a workforce which reflects the diversity of the customers and
communities we serve, and to creating an inclusive and flexible workplace where all our
employees can be themselves and succeed on merit. Without diversity of thought, we cannot
continue to innovate and grow.
Shareholders
We aim to provide long-term shareholder value creation.
Society
Education plays a crucial role in society and we are passionate about improving educational
outcomes which improves the life chances for people. As a purpose-led organisation this is at
the heart of our colleagues’ passion to deliver great value for all our stakeholders.
STRATEGIC REPORT
24
25
KEY PERFORMANCE INDICATORS
At a Group level, we have five simple overarching objectives which are critical to deliver our strategy.
The key performance indicators are aligned with the five overarching strategic objectives established last year
and are designed to track progress across a balanced set of metrics.
Reach more
customers
Improve share of
customer spend
Operational
excellence
Restore strong
financial discipline
Attract & retain
talent
25
STRATEGIC REPORT
26
Customer Reach
Why is it important?
y
Defined target customers
y
Critical to grow market share
y
Build channel and scale advantage
2022 highlights
y
Greater focus on mid-sized
multi-academy trust (MAT) target
customers for RM Technology
y
Early Years recovery
y
First win in Higher Education
Priorities for 2023
y
Recovery of customer trading volumes in
Consortium after IT disruption
y
Acceleration of mid-sized MAT
customer acquisition
y
Capitalise on market growth for Assessment
How we measure success
y
Number of trading customers
y
Number of new contracts won
RM RESOURCES
33,927
RM ASSESSMENT
47
1
RM TECHNOLOGY
6,813
Customers traded with
in 2022
-1% vs 2021
+15% YoY
+0% vs 2022
Customers contracted
with in 2022
Customers traded with
in 2022
y
Trading customers
negatively impacted by
IT disruption, offsetting
growth in TTS customer
base
y
Very high customer
retention rates
y
New customers
contracted in every sector
y
Early signs of mid-sized
MAT targeting having
impact, single-site school
churn more than offset by
growth in MAT customers
1
Assessment customers only. Excludes customers of the iCase software product which was sold during 2022. Numbers
excluded in 2022 and 2021 comparator.
27
Share of Customer Spend
Why is it important?
y
Improve ROI from new customer acquisition
y
Focus on customer expansion opportunity
within in each Division
2022 highlights
y
Re-alignment of RM Technology into clear
business verticals following announcement of
sale of RM Integris and RM Finance
y
Record revenue in Assessment driven
customer expansion in alongside return
to full exam volumes
y
Record year for TTS International
Priorities for 2023
y
Capitalise on the technology
investment in Consortium
y
Embed new org alignment in RM Technology
How we measure success
y
Average revenue per customer
OR
y
Average number of products purchased by
managed service customers
RM RESOURCES
£3,375
RM ASSESSMENT
£1,082k
RM TECHNOLOGY
3.4
Average revenue per
customer
+1% vs 2021
+22% vs 2021
+0.2 vs 2021
Average revenue per
customer
Products purchased per
Managed Services customer
y
Strong growth in TTS and
International
y
Customer revenue
negatively impacted by
IT disruption
y
Return to full exam
volumes
y
Strong customer renewals,
contract extensions and
volume growth
y
Clearer Division structure
aligned by business unit to
support cross-sell
y
Early signs of progress to
be built on in 2023
STRATEGIC REPORT
28
Operating Excellence
Why is it important?
y
Tight school budgets
y
High-touch customer requirements
y
Create ability to invest
2022 Highlights
y
Completion of IT deployment for Consortium.
y
Migration to ServiceNow for Technology
service management and automation
y
Continued momentum on sustainability and
progress to Net Zero (metrics and reporting in
Sustainability Report)
Priorities for 2023
y
Enterprise Architecture review across Group,
aligned to Strategy Review
How we measure success
y
Division Operating Margins
RM RESOURCES
3.2%
RM ASSESSMENT
18.2%
RM TECHNOLOGY
4.7%
Adjusted Operating
Margin*
-5.7pts vs 2021
+1.0pts vs 2021
-3.8pts vs 2021
Adjusted Operating
Margin*
Adjusted Operating
Margin*
y
Consistent product
margins
y
Lower revenues and
increased direct costs in
Consortium driven by IT
implementation
y
Increase in depreciation as
consolidated distribution
centre launched
y
Return to full exam
volumes
y
Strong revenue growth
delivering improved profit
y
Lower gross margins
reflecting less favourable
product and customer mix
and higher staff costs
Note: Operating margin is calculated as adjusted operating profit as a percentage of revenue (See Note 6)
29
Attract and Retain Talent
Why is it important?
y
People critical for service delivery
y
Substantial functional and sector expertise
y
Customer empathy and connection to
purpose
2022 Highlights
y
Launch of Employee Advocacy Group
y
Launch of EDI Networks
y
Challenging labour market
y
Attrition higher than desirable
Priorities for 2023
y
Enterprise Architecture review across Group,
aligned to Strategy Review
How we measure success
y
Employee survey participation
y
Employee engagement score
65%
79%
RM Employee Engagement Score
RM Employee Participation Rate
New engagement survey launched in 2022
so no 2021 comparator
New engagement survey launched in 2022
so no 2021 comparator
y
Combines the scores for two questions:
“How happy are you working at RM plc?”
and “I would recommend RM plc as a
great place to work”
y
Strengths areas; Authenticity, Feedback
and Direct Management
y
Development areas; Communication and
collaboration across the Group Divisions,
common understanding of Groupwide
strategy across all Divisions
y
RM engagement survey launched in
2022, made up of 24 questions
y
Conducted quarterly with consistently
high participation rates
y
Feedback is used to influence and inform
people plans and activities across the
Group
STRATEGIC REPORT
30
Financial discipline
Why is it important?
y
Need to invest while balancing risk and
stakeholder needs
y
Restore confidence in financial management
and reduce debt levels
2022 Highlights
y
IT programme spend and overrun resulted in
elevated debt and reduced profitability
y
Proposed sale of RM Integris and RM Finance
y
Sale of £4.1m of surplus IPv4 addresses
1. Adjusted operating profit, adjusted diluted EPS, adjusted net debt and cash conversion are alternate performance measures
(see Note 6)
2. 2022 KPIs reflect continuing operations, prior years are as reported.
Priorities for 2023
y
IT enterprise architecture review across Group
y
Working capital improvements
y
Completed bank facility extension
How we measure success
y
Revenue
y
Adjusted operating profit
y
Adjusted diluted EPS
y
Net debt
y
Cash conversion
y
Dividends per share
2018
2018
2018
2018
2018
2018
2019
2019
2019
2019
2019
2019
2020
2020
2020
2020
2020
2020
2021
2021
2021
2021
2021
2021
2022
2022
2022
2022
2022
2022
7.6
221.0
223.8
189.0
210.9
214.2
25.8
27.5
28.0
15.1
18.5
7.5
15.0
50%
80%
50%
70%
160%
18.3
46.8
26.4
13.6
16.4
4.2
2.0
3.0
4.7
0.0
5.8
1.3
Dividends per share
(p)
Revenue
(£m)
Adjusted diluted EPS
(p)
Adjusted operating profit
(£m)
Adjusted net debt
(£m)
Cash conversion
(adjusted)
31
DIRECTORS DUTIES STATEMENT
The Company’s Directors, individually and
collectively, have acted in a way that they consider,
in good faith, is most likely to promote the success
of the Company for the benefit of all its members
as a whole. As highlighted in the Chair’s statement
on page 4, 2022 was a difficult year for the
Group and accordingly the Directors had to
focus on a number of short-term priorities. The
Directors confirm that they have had appropriate
regard to the matters detailed in section 172 of the
Companies Act 2006 in making their decisions.
RM has a diverse and wide community of
stakeholders, each with its own interests in and
expectations of the Company. The Board and each
Director acknowledges that the success of RM’s
strategy is reliant on the support and commitment
of all the Company’s stakeholders. During the year,
the Board received reports from the business on
engagement with stakeholders and took part in
discussions which considered, where relevant,
the impact of the Company’s activities on its key
stakeholders. These activities, together with direct
engagement by the Board and individual Directors
with the Company’s stakeholders, helped to inform
the Board in its decision-making processes.
In this annual report we provide examples of
how the Directors promote the success of RM
while taking into account the consequences of
decisions in the long term, building relationships
with stakeholders, and ensuring that business is
conducted ethically and responsibly.
While there are many parts of this annual report
which illustrate how the Directors do this, with
the support of the wider business, the following
sections in particular are relevant:
y
Stakeholder engagement (pages 98-101)
which summarises;
o
how Directors have engaged with
employees and had regard to employees’
interests
o
how the Directors have had regard to the
need to foster the Company’s business
relationships with customers, employees,
shareholders, suppliers and partners, and
the community and environment
y
Sustainability (pages 42-69) which outlines;
o
The latest steps in the development of our
sustainability strategy and improvement
programme which outlines three areas of
focus:
Carbon reduction and path to net zero
Reduction in waste and the potential
for the circular economy
Opportunities to collaborate with
partners, suppliers and customers to
expand our impact.
o
The strengthening of our governance
approach including the formation of a
Board ESG Committee
o
How we deliver against our purpose of
enriching the lives of learners and the role
that each Division plays in the learning
lifecycle
o
RM’s commitment to local communities
and they have supported active lives,
education and the environment
A continued understanding of the key issues
affecting stakeholders is an integral part of the
Board’s decision-making process, and the insights
that the Board gains through the engagement
mechanisms it has in place form an important part
of the context for all the Board’s discussions and
decision-making processes.
Further information on how the Board have
fulfilled their section 172(1) duties can be found
throughout the Strategic and Governance Reports
and the following sections are incorporated into
this report.
STRATEGIC REPORT
32
SECTION 172 OF THE COMPANIES ACT
In summary, as required by Section 172 of the Companies Act 2006, a director of a company must act in the
way they consider, in good faith, would most likely promote the success of the company for the benefit of
its shareholders as a whole. In doing this, the director must have regard, among other matters to the items
outlined in the table below;
s.172 duties
Section
Pages
Consequences
of decision in the
long term
Business Model
Viability Statement and Going Concern
Principal Risks and Uncertainties
16-24
78-84
36-41
Interest of
employees
Social Value (Workforce)
Stakeholder Engagement (Employees)
63-66
98-99
Foster
relationships
with suppliers,
customers and
others
Stakeholder Engagement (Suppliers and Partners)
CEO Report
100-101
8
Impact on
community and
environment
Sustainability Report (Environmental Policy and Responsibility) and TCFD Report
Sustainability Report (Community)
Stakeholder Engagement (Environment/Community)
44-58
60-62
101
Maintaining high
standards of
business conduct
Purpose, Values and Culture
Sustainability Report (Governance)
6-7
43-44
Acting fairly
between
members
Stakeholder Engagement (Shareholders)
99-100
33
NON-FINANCIAL INFORMATION STATEMENT
The Strategic Report (including the Sustainability Report) together with the Directors’ Report, Corporate
Governance Report and Audit and Risk Committee Report provide details of the non-financial matters required
by sections 414CA and 414CB of the Companies Act 2006.
Reporting Area
Policies and related Due Diligence and Outcomes
Principal risks
Environmental
Environmental Policy (pages 44-47)
RM considers the impact of climate
related risks across the whole business
(see Environmental risk on page 39)
Employees
Equal Opportunities Policy (page 64)
Health and Safety Policy (page 68)
RM reflects diversity and health and
safety risks in the People risk section on
page 39
Social and
Community
Safeguarding Policy (page 68)
RM reflects safeguarding risk in the
Operational execution risk on page 37
Respect for
Human Rights
Annual Modern Slavery Statement (page 68)
Data Protection Policy (page 67)
Supplier Code of Conduct (pages 100-101)
RM considers these risks with its
suppliers on page 38 and Data and
Business continuity on page 38
Anti-Corruption
and Anti-Bribery
Anti-Bribery Policy (page 66),
Anti-Money Laundering Policy (page 66)
Share Dealing Code (page 68)
RM reflects anti-bribery and corruption
risks in its Operational execution risk on
page 37
See pages 16 to 24 for the description of the business model and pages 25 to 30 for KPIs and non-financial
targets.
Environmental Policy and Reporting
The Environmental Policy and Reporting section in the Sustainability Report on pages 44 to 47 is incorporated
into this report.
Workforce
The section on workforce in the Social Value Report on pages 63 to 66 is incorporated into this report.
STRATEGIC REPORT
34
MANAGING THE GROUP’S RISKS
The management of the business and the execution of the Company’s strategy are subject to a number of
risks. The Company has a structured approach to the assessment and management of risks. The Company’s
approach to risk identification, risk mitigation and risk appetite has been refreshed in the year. Whilst this was
a planned Board activity for 2022 it also reflects the heightened risks which the Company faced into during
the year.
A detailed Risk Register is maintained, in which risks are:
y
categorised under the following categories: political, strategic, operational, financial, and emerging; and
y
assessed in terms of probability of the risk occurring and its potential impact on the Group and its key
stakeholders.
RM assesses both the inherent risk, before any mitigating actions, and the residual risk after such actions have
been taken. The Company also identifies any other activities that could be undertaken to further mitigate risk
where it is considered too high. Whilst RM’s risk management systems are designed to reduce risk as far as
possible, the Company cannot eliminate all risks.
Emerging risks are ones that do not currently have a material impact on the business, but which have a
reasonable likelihood of impacting future strategy or operations. Details of emerging risks, as a separate
category of risk, are identified and analysed, and mitigating actions proposed and monitored as part of the
risk management processes. These risks are reviewed following the same process as for principal risks. Whilst
there are a number of risks that the Company identifies and manages, currently, none of these are expected to
become future principal risks. Environmental risks were an emerging risk but are now captured as a principal
risk based on an analysis of the probability and potential impact. Current emerging risks include the impact of
increasing internationalisation of the business with regard, for example, to international travel risks.
The full register including emerging risks, is reviewed at least annually by each Division to ensure that the
risks that could potentially affect each Division are properly captured. The register also includes a summary
of the mitigation plans for those risks and the person responsible for these. These risks and their mitigation
are monitored on a continual basis by each Division. This register is then consolidated, and Group-wide risks
added, to ensure that the register covers the entire Group’s operations. This is then reviewed by the Executive
Committee.
The Audit and Risk Committee provide assurance that the risk management systems are effective.
The Board reviews the principal and emerging risks faced by the Group and approves the Group Risk Register at
least twice a year.
The Group has a Risk Appetite and Tolerances Policy which sets out the overarching risk tolerances across the
Group. There is zero tolerance for risks which:
y
harm its employees, customers, learners or the general public;
y
create significant, unmanaged, adverse, reputational damage;
y
lead to the loss of any application or IT service deemed critical for RM customers or internal users or the
loss of any service beyond the ascertained maximum acceptable outage; or
y
would cause any failure to comply with legal and regulatory requirements.
The Board confirms that it has carried out a robust assessment of the principal and emerging risks faced by the
Group and appropriate processes have been put in place to monitor and mitigate them. Further details are also
set out in the Corporate Governance Report.
35
RM has identified the principal risks set out in the table below and it has continued to monitor these in 2022.
These are the risks with the highest probability and impact on the business. While these risks are largely
unchanged since last year, the key changes reflect the impact of the IT implementation challenges in 2022
on business operations and liquidity and volatile macroeconomic environment impacting supply chains and
inflation, in part caused by the Ukraine conflict.
In addition to these there are other risks that are reviewed managed and mitigated throughout the year. The
arrow in the Trend column indicates the year-on-year change in the risk.
35
STRATEGIC REPORT
36
Risk and
categorisation
Description and likely impact
Mitigation
Trend and
Likelihood
Public policy
(Political Risk)
The majority of RM’s business
is funded from UK government
sources. Changes in political
administration, or changes in
policy priorities, might result
in major changes to the exam
system or a reduction in
education spending, leading to
a decline in market size.
UK government funding
in the education sector is
constrained by fiscal policy.
Global economic conditions
might result in a reduction
in budgets available for
public spending generally
and education spending
specifically in the area in
which RM specialises.
The Company reviews the education policy
environment by the regular monitoring of
policy positions through our involvement
with industry trade bodies and responding to
government consultations.
The Group’s three Divisions have diverse
revenue streams and product/service offerings
which dilutes the impact of any change.
The Company’s strategy is to focus on areas
of education spend which are important
to meet customers’ objectives. Where the
revenue of an individual business is in decline,
management seeks to ensure that the cost
base is adjusted accordingly.
The potential
impact and
likelihood
are currently
considered low.
Education
practice
(Political Risk)
Education and assessment
practices and priorities may
change and, as a result, RM’s
products and services may
no longer meet customer
requirements, leading to a risk
of lower revenue.
The Company maintains knowledge of current
education practice and priorities through close
relationships with customers.
The Company is evolving its product and
service offering to help its customers with their
developing requirements.
The potential
impact and
likelihood
are currently
considered low.
Link to Strategic Objectives
Year-on-year trend
PRINCIPAL RISKS AND UNCERTAINTIES
Reach more customers
Increasing risk
Share of customer spend
Decreasing risk
Attract and retain talent
Unchanged from previous year
Strong financial discipline
Operational excellence
37
Risk and
categorisation
Description and likely impact
Mitigation
Trend and
Likelihood
Operational
execution
(Operational
Risk)
RM provides sophisticated
products and services,
which require a high level of
technical expertise to develop
and support, and on which its
customers place a high level
of reliance. Any significant
operational or system failure
would result in reputational
damage and increased costs.
RM is engaged in the delivery
of large, multi-year projects,
typically involving the
development and integration
of complex IT systems and
may have liability for failure to
deliver on time.
RM’s increasing international
business makes it subject to
laws in other countries and
higher risk jurisdictions.
RM employees enter school
premises to provide services
and should be properly
cleared to do so.
The Company invests in maintaining a high
level of technical expertise (see also the People
risk below).
Internal management control processes
are in place to govern the delivery of all
projects (including internal projects), including
regular reviews by relevant management.
The operational and financial performance
of projects, including future obligations, the
expected costs of these and potential risks are
regularly monitored by management and, as
appropriate, the Board.
The Company has internal policies and
procedures across a wide range of areas
including bribery and corruption, health and
safety, privacy, employment, competition law
and tax which are regularly monitored and
reviewed to ensure the Company assesses
and takes account of higher risks levels and
complies with all relevant laws and regulations.
Procedures are adopted to ensure that all
employees are properly checked and receive
training before entering any school premises.
Further information is provided on this on
page 68.
The potential
impact and
likelihood are
considered
unchanged due
to a consistent
levels of customer
change, system
implementations
and the continued
competitive market
for talent (see
People risk below).
Treasury
(Financial Risk)
The Group is exposed to
treasury risks including
fluctuating exchange
rates, elevated interest and
managing liquidity within the
agreed facility arrangements
and covenants.
The Company’s liquidity was significantly
impacted in 2022 following the impacts of
the IT implementation in Consortium which
caused business disruption.
As a result, additional liquidity and covenant
monitoring and forecasting has been
implemented by management and is regularly
reviewed by the Board.
The Company has amended and extended its
£70m bank facility with revised covenants to
better reflect the outlook and liquidity needs.
It also expects to receive the proceeds from
the proposed sale of the RM Integris and
RM Finance businesses in the first half of
2023 (sales price up to £16m; see Note 21 for
details) and has sold a number of excess IPv4
addresses.
The Company regularly monitors treasury risks.
It actively looks to create natural currency
hedges where possible balancing foreign
currency sales and purchase levels and hedges
net balances 12-18 months into the future for
material imbalances.
The potential
impact and
likelihood are
considered to
have increased
following the
increased levels
of indebtedness
versus the prior
year.
STRATEGIC REPORT
38
Risk and
categorisation
Description and likely impact
Mitigation
Trend and
Likelihood
Supply Chain
(Operational
Risk)
RM is reliant on the cross-
border movement of goods
which have been affected
by evolving Brexit related
requirements which has
increased cost, administration
and time impacts of European
movement of educational
resources products in
RM Resources.
RM Group also has to manage
the impact on supply chains of
a higher inflation backdrop, in
part caused by the COVID-19
pandemic and the conflict in
Ukraine which impacts the
Company’s cost base and also
the budgets available to our
customers.
Changes resulting from Brexit have been
managed through the adoption of new
processes to meet the new requirements;
potential improvements in this process will
continue to be assessed.
The Company continues to review and
broaden its sourcing and has signed a new
international freight forwarder and logistics
supplier contract with improved financial and
operational terms.
There is a Group-wide focus on managing
inflation and indexation which has direct
oversight of the CEO.
The potential
impact and
likelihood are
considered to have
increased due to
the worsening
macroeconomic
backdrop with
regards to inflation.
Data and
business
continuity
(Operational
and Emerging
Risk)
RM is engaged in storing and
processing personal data,
where accuracy, privacy and
security are important.
Any significant security breach
could damage reputation,
impact future profit streams,
lead to potential regulatory
action and raise concerns with
affected schools, parents and
students.
The Group would be
significantly impacted if, as a
result of a major incident, one
of its key buildings, systems,
key supply chain partners or
infrastructure components
could not function for a long
period of time or at a key time.
The Company has made a commitment
to maintain effective Information Security
and Business Continuity management
systems maintaining ISO27001 and ISO22301
certifications for key business areas to
demonstrate the robustness and effectiveness
of those systems. These are externally audited.
The Company has a rolling investment
programme managed by a dedicated security
and compliance function and overseen by
the Group Security and Business Continuity
Committee, which reports into the Group
Executive Committee. This programme covers
data integrity and protection, defence against
external threats (including cyber risks) and
business continuity planning.
The Company analyses all information security
and data protection incidents (including
their root cause), changes in the regulatory
framework, and breaches that have occurred
in other companies to identify opportunities for
improvement.
The Group seeks to protect itself against
the consequences of a major incident by
implementing a series of back-up and safety
measures. It also manages risks with key
suppliers by regularly reviewing their security
and business continuity systems, conducting
assessments, and running joint tests.
The Group has cyber insurance and property
and business interruption insurance cover.
The potential
impact and
likelihood are
considered to have
increased due
to a higher level
of information
security risks
from greater
homeworking by
RM’s customers, a
general increase
in cyber-attacks
in the UK and
the risk from the
implementation of
major projects (see
Transformation
Risk section
below).
39
Risk and
categorisation
Description and likely impact
Mitigation
Trend and
Likelihood
Environmental
(Operational
Risk)
Changes required by
legislation, customer
requirements and the Group’s
environmental targets impact
its current operations.
Legislation and standards are monitored, and
plans put in place to manage compliance,
for example to reduce the compliance costs
associated with new packaging regulations.
The potential
impact and
likelihood are
considered to
have remained the
same as despite
positive progress
on legislative
compliance, the
requirements to
meet RM’s own
targets remain
consistent (see
page 49).
People
(Operational
Risk)
RM’s business depends
on highly skilled, diverse
employees. Failing to recruit
and retain such employees
could impact operationally
on RM’s ability to deliver
contractual commitments.
There may also be an impact
on costs in such recruitment
and retention.
Failing to ensure RM’s
colleagues are safe at work
would impact the Company’s
attractiveness as an employer,
impact RM operationally and
lead to financial penalties and
reputation damage.
The Company seeks to be an attractive
employer and regularly monitors the
engagement of its employees. The Company
has talent management and career planning
programmes.
The Company has a retention and recruitment
strategy in place to incentivise and retain its
skilled employees as well as recruiting new
talent.
The Company provides training to employees,
has an incident reporting system, and monitors
employee health, safety and wellbeing through
various groups and reports.
The potential
impact and
likelihood are
considered to
have increased as
attrition was higher
in 2022 and RM
has an elevated
reliance on interim
resources, notably
in senior positions,
which it will
address in 2023.
The market for IT
talent remains very
competitive.
Transformation
Risk
(Operational
Risk)
Issues in implementing major
programs could lead to
business disruption and loss of
intended benefits.
Steering committees are established for all
major programs which will include a member
of the Executive Committee. A number of
mechanisms are in place to monitor the
ongoing impact of the various activities,
including where appropriate staff consultations
and satisfaction surveys, and ongoing
customer feedback.
There were two major programmes in
progress through 2022 to develop a new
automated warehouse for the RM Resources
Division and migration to new CRM and
ERP systems in Consortium. There were
significant challenges associated with the
delivery of these programmes which caused
operational disruption in the year. There is
a further implementation of the new digital
e-commerce platform in the early part of
2023. All these implementations are now
materially complete in Consortium and the
business is reviewing the wider IT enterprise
architecture needs for the Group before any
further IT implementations, which would not
be before 2024.
The Board is actively involved and kept
appraised of the current status of such
activities and plans. .
The potential
impact and
likelihood are
considered
reduced as the
system build, and
implementation
associated with the
major programmes
is near completion.
Although risk
remains it is now
not considered as
significant as in
2022.
STRATEGIC REPORT
40
Risk and
categorisation
Description and likely impact
Mitigation
Trend and
Likelihood
Innovation
(Strategic Risk)
The IT market and elements
of the education resources
market are subject to change.
As a result of inappropriate
technology, product and
marketing choices or a failure
to adopt and develop new
technologies quickly enough,
difficulties recruiting and
retaining talent, the Group’s
products and services might
become unattractive to its
customer base, or new market
opportunities missed.
The Group’s continued
success depends on
developing and/or sourcing
a stream of innovative
and effective products for
the education market and
marketing these effectively to
customers.
The Company actively monitors technology
and market developments and invests to
keep its existing products, services and sales
methods up to date, as well as seeking new
opportunities and initiatives.
The Group works with teachers and educators
to understand opportunities and requirements.
The potential
impact and
likelihood are
considered
unchanged.
Dependence
on key
contracts
(Strategic Risk)
The performance of
the RM Technology and
RM Assessment Divisions is
dependent on the winning
and extension of long-term
contracts with an increasing
diversity of customer base of
government, local authorities,
examination boards and
commercial customers.
The Company invests in maintaining a high
level of technical expertise and in building
effective working relationships with its
customers. The Company has in place a
range of customer satisfaction programmes,
which include management processes
designed to address the causes of customers’
dissatisfaction.
The potential
impact and
likelihood are
considered to
have increased
due to a higher
concentration of
contract renewals
coming up in the
next two years in
the Assessment
Division.
STRATEGIC REPORT
40
41
Risk and
categorisation
Description and likely impact
Mitigation
Trend and
Likelihood
Impact of the
COVID-19
pandemic
(Operational
Risk)
The impact of the COVID-19
pandemic has:
y
put pressure on those
with whom the Company
trades with resultant risks
from customer closures,
pricing pressures and
service delivery pressures
from delays to exams;
y
has caused general
failures in the education
system to deliver exams
on time which has
knock-on effects on the
RM Assessment Division;
and
y
led to increases in the
cost of products and
services which could
impact revenue and
reduce profits.
The Company manages its relationship with its
customers, suppliers and other stakeholders.
It works closely with customers to:
y
avoid potential bad debts and to manage
the impact of costs increases from key
suppliers; and
y
as it did after the exam cancelations in
2020, manage the consequence of the
cancellation of summer 2021 exams.
The Company keeps its costs under review,
assesses potential alternative sources of supply
and revises its pricing to reflect cost increases.
The potential
impact and
likelihood are
considered to have
reduced following
no lockdowns or
exam cancellations
in 2022 and
widespread use of
vaccinations.
Pensions
(Financial Risk)
The Group operates two
defined benefit pension
schemes in the UK (the
“RM Education Scheme”
and the “CARE Scheme”
respectively) both of which are
closed to future accrual. It also
participates in a third defined
benefit pension scheme (the
“Platinum Scheme”).
Scheme deficits can adversely
impact the net assets position
of the trading subsidiaries
RM Education Limited and
RM Educational Resources
Limited.
Pension costs can be
significant in respect of staff
that transfer across to us,
where they are members
of Local Authority pension
schemes.
The Company evaluates risk mitigation
proposals with the trustees of these respective
Schemes.
The Platinum Scheme is a multi-employer
scheme over which the Company has no
direct control. However, due to the small
number of the Company’s former employees
who are in this Scheme, the risk to the
Company from this Scheme is limited.
The Company assesses the potential pension
costs of staff from other employers, who
would transfer across to the Company, and
takes this into account in its bids for new
contracts.
The Company now has one consolidated
Trustee and one common lead actuary. This
improves the ability to leverage expertise.
The potential
impact and
likelihood are
considered to
have increased.
Despite the net
scheme position
remaining in
surplus with a high
level of inflation
and interest risk
hedging, the
elevated level of
net debt in the
Group and the
more volatile
macroeconomic
backdrop is
deemed to
increase pension
risk.
STRATEGIC REPORT
42
SUSTAINABILITY REPORT
At RM, we believe that being a responsible business is synonymous with being the purpose-led business
we are, and sustainability is essential to our customers, employees, and our business. We developed our
objectives relating to being a sustainable business aligned to the UN sustainable development goals and
the Paris Agreement.
Below we set out:
y
The governance of sustainability
y
Our sustainability strategy and environmental improvement programme
y
Task Force on Climate-related Financial Disclosures (TCFD) reporting, including environment metrics
y
Social impact
Table 1: RM Sustainable Business Priorities
Environment & Climate
Employees
Social Value
Reducing our
Carbon Emissions
Waste and the
Circular Economy
Employee Health,
Safety and
Wellbeing
Building a Diverse,
Inclusive and
Equal Workplace
Enriching the
Lives of Learners
Supporting our
communities
Sustainability Report
on pages 44 to 58
Workforce
on pages 63 to 66
Social Value
on pages 60 to 62
STRATEGIC REPORT
42
43
Governance of Sustainability and Risk Management
Governance is an important aspect of making sure RM is focussing on material risks and opportunities and is
delivering against a sustainability action plan. It also ensures that our sustainability priorities align with RM’s strategy
and reflect the needs of all our stakeholders. Details of Board considerations relating to climate related issues are
included in the Risk Management and the Sustainability and Environmental Improvement paragraphs below.
RM has strengthened the governance of sustainability through:
y
Formation of a Board ESG Committee, consisting of all Non-Exec Directors, responsible for strategic
oversight, monitoring and reporting. Overall responsibility for ESG continues to sit with the Board.
y
Appointment of the Chief People Officer as the executive level sponsorship of ESG for RM Group.
y
Formation of a Sustainability Working Party and a Sustainability Governance Panel structure to guide and
execute on sustainability plans.
y
The decision to appoint a permanent Head of Sustainability, who joined in January 2023, to provide
sustainability expertise and leadership across the Group requirements and priorities.
Table 2: Approach to Governance of Sustainability
RM plc Board
Responsible for approval of ESG Strategy and overarching decision making.
Receives reports on ESG from the Board Committee
Audit and
Risk Committee
Climate related Risks are added to the
Group Risk register and reviewed by the
Audit and Risk Committee alongside the
wider risk landscape.
Board ESG Committee
Meets twice a year for strategic oversight of ESG topics,
including TCFD, measures and integration across other
Board priorities. Includes alignment with Risk and Audit and
Risk Committee and broader strategic alignment with the
Board. Responsible for monitoring progress and making
recommendations to the Board where it believes action or
improvement is required.
Executive Committee
Executive level sponsorship and twice annual Exec Committee review of ESG plans, TCFD, metrics, progress,
and strategy alignment across RM plc. Review of Risks across the Group. Data is reported at least annually, but
quarterly or monthly where the data source supports greater frequency.
Sustainable Development Governance Panel
Leaders from each Division and function, chaired by Head of Sustainability and sponsored by Executive
Sponsor for Sustainability. Responsible for co-ordination of Group-wide activities, reviewing progress and
identifying issues, risks, and blockers. Risk review is incorporated into Group-wide Risk Management approach
and reported to Executive Committee and Board ESG Committee.
Divisional Sustainable Development Working Groups
Representatives from each Division and Function. Responsible for leading sustainability-related work in each
team and executing on the plans and priorities for each Division or function relating to Group ESG Strategy and
compliance as well as customer-facing sustainability activity.
Governance
Management
STRATEGIC REPORT
44
In 2022 we made the decision to move from
an external consultant to appoint a permanent
Head of Sustainability to lead and coordinate our
sustainability work across the Group and Sam Walby
joined RM in January 2023. This role will lead the
Governance Panel and oversee our continued
compliance with ISO 14001 and current and future
regulation and legislation relating to sustainability.
As a Group role, our Divisions and operational
teams may also call on the Head of Sustainability for
technical input into the development of Divisional
plans and customer and partner engagement,
raising the level of knowledge and expertise and
ensuring we execute to the required standards.
Risk Management
The Head of Sustainability is responsible for the
day-to-day management of ISO 14001 and for
identifying, monitoring and escalating climate-
related risks via the Sustainable Development
Governance Panel, Executive Sponsor, and the
Board ESG Committee. This process is further
strengthened by the delivery of the IS014001
certified Environmental Management System.
Principal and emerging risks including environmental
risks are reviewed by the Board as part of the
Company’s risk management process.
The Board is updated bi-annually on all matters
relating to ESG, including climate change risk
assessments following Board ESG Committee
meetings. Principal and emerging risks including
climate change risks are reviewed by the Board as
part of the Company’s risk management process
and any material financial implications of climate risk
and potential impact on RM’s accounts are shared
with the Audit and Risk Committee. RM considers
climate as a emerging risk to its business in the
medium to long term.
The Executive Committee is updated at least
bi-annually by the chair of the Executive-led
Governance Panel. This allows for a more formal
review of progress and re-direction as appropriate.
Data is collated and reported at least annually,
but quarterly or monthly where the source of the
data allows.
Sustainability Strategy and Environmental
Improvement
Sustainability is an important and growing topic
for our customers, partners, and employees.
Over the past year we have made strategic
choices to strengthen our sustainability activities,
reporting and commitments, backed by Head of
Sustainability delivering key initiatives including
achieving IS014001 in May 2022 and forming a
carbon reduction plan. In addition to meeting
our statutory and regulatory requirements, we
are focussing on the needs of our customers
and preparing for increased expectations and
requirements in the future, which we expect will
create new opportunities and risks for RM. With
the new Head of Sustainability, we are bringing
together multiple elements of our focus to be a
sustainable business, spanning Environment, Social
and Governance.
Environmental Improvement Programme
We used the UN Sustainable Development Goals
(see
Figure 2
) as part of the development of our
sustainability strategy and used this alongside
the key environmental risks and opportunities
to develop our corporate and Divisional
environmental improvement programme (see
Figure 3
).
y
Remove
hazardous
content in
products
y
Prevent
leakage and
spillage of
substances
y
Energy
efficiency
y
Renewable
energy
y
Renewable
energy
purchasing
y
Reduce
material
consumption
y
Re-use, re-
manufacture
or recover
products and
materials
y
Achieve Net
Zero Carbon
y
Plan for
climate
resilience
y
Eradicate
single-use
plastic
y
Buy ocean-
bound
plastics and
bio- and
recycled
plastics
y
Sustainable
products and
materials
y
Support
reforestation
and
biodiversity
Figure 2: UN Sustainable Development Goals for Environment
45
We have identified three areas of focus for improvement:
y
Carbon reduction and the path to Net Zero
y
Reduction of waste and the potential for the circular economy
y
Opportunities to collaborate with partners, suppliers, and customers to expand our impact
Progress against the improvement areas detailed above is monitored and managed by the Divisional Working
Groups and the Governance Panel as part of the ongoing environmental management system. Action plans are
reviewed at least annually following risk, opportunity, and compliance reviews.
Figure 3 summarises the commitments we have made in each of these areas and assesses the status of each
of these.
Green
- Completed or moved to ongoing execution with no significant risks
Amber
- Work in Progress with significant work remaining or risks identified
Red
- Delayed or substantial risks to progress/completion identified
Net Zero Scope 1 & 2 by
2035
Set appropriate Scope
3 Net Zero targets for
achievement ahead of
2050
Commitment - to
provide our customers
with scope 3 data
Comitment to
supporting large scale
renewable generation
Ongoing
In progress
In progress
Ongoing
Zero waste to landfill by 2030
Eliminate non-recycled plastic
content in new RM Resources IP
products by 2024
Reduce waste from packaging
and move to easy to recycle
packaging
Ongoing
Complete
1
In progress
Develop new labelling for RM Resources’ branded
Eco products to enable the custome to understand
the features, environmental impact reduction and
end of life options by April 2023
Run workshops in 2022 with key customers and
suppliers to agree enviromental priorities
Ongoing
Ongoing
Figure 3: Progress against Environmental Improvement Programme
1
5
8
2
6
9
3
7
4
Net Zero
Waste & Circular
Economy
Collaboration
STRATEGIC REPORT
46
Net Zero Carbon:
2022 has seen a 4.9% YoY increase in RM’s carbon emissions, which is lower than we expected as we
emerged from the pandemic. We have in place a Carbon Reduction plan, compliant with PRN 6/21,
which is published on rmplc.com and the Home Office website. This will be updated annually.
We will continue to seek ways to further reduce our energy consumption. This will include a programme
of utilities data monitoring and energy audits for our UK sites during 2023 under the Energy Saving
Opportunities Scheme. Recommendations will be reviewed and implemented when appropriate they
align with our sustainability plans. RM Education Solutions India won the prestigious Society of Energy
Engineers and Managers National Energy Management Award 2021 in the Gold category. This recognises
the systematic actions that we have taken towards sustainable energy performance, which supports
India’s journey towards climate change mitigation and sustainable development. RM ESI has begun work
to engineer low carbon consumption into our software design process.
RM is beginning the process of collecting scope three carbon emissions. We aim to report air travel,
waste and recycling, water consumption, staff community in the 2023 annual report. RM is engaging
with our supply chain to support the measure and reporting of carbon emissions throughout our supply
chain. By 2026 we aim to be reporting top 80% (by spend) of our supply chain emissions.
We are committed to supporting our customers with the Scope 3 impacts relating to the services they
buy from us. In 2022, the Assessment Division has begun providing customers with carbon impacts
associated with the services they provide and is developing new energy efficient design guidelines
for those services. The Technology and Resources Divisions are further strengthening their carbon
calculations, enabling them to provide carbon data for customers’ scope 3 reporting.
RM is committed to supporting both onsite and large-scale renewable energy generation. Feasibility
studies for the deployment of both solar PV and wind turbines at our distribution centre are being
undertaken. Alongside our commitment to site-based generation, RM is investigating how to best
support the deployment of at scale renewable technologies.
Waste Reduction and the Circular Economy
In 2022 we achieved zero waste to landfill from our UK offices. This is a business-as-usual activity.
Implementing circular economy principles throughout our operations will be a key focus for RM in the
short to medium term. RM is working with its supply chain and its internal stakeholders via the ISO14001
working groups to encourage and support the changes required to deliver circular economy delivery.
We have instituted a new design protocol for RM Resources that requires any new product to consider
how new products may be re-used, maintained and/or make recycling easier, and to design the
packaging to be part of the product. This is now considered a business-as-usual activity.
We re-use and re-deploy electronic equipment in RM Assessment and RM Technology, and support
customers in returning for re-use or re-purposing IT equipment. We supported the recycling of over
2800 laptops and desktops through trade-in programmes and saved over £300,000 for schools in
the process.
The Resources Division’s new design protocol requires that where required in a new product, plastics are
bio- or recycled oil-based plastics. Bioplastics are made with waste from wheat or sugar cane processing
and thus contain fewer contaminants than oil-based plastics. This is now considered a business-as-usual
activity.
1
5
2
6
3
4
47
7
The Resources Division began the packaging project – a prioritised programme of work to unpackage
every item we sell to review the materials that make up current packaging and work with suppliers to
y
remove unnecessary plastics and other packaging materials;
y
replace necessary plastics with safety and quality control approved recycled content plastic;
y
replace hard to recycle materials, like polystyrene, with easier to recycle materials.
Resources automated packaging facility at Harrier Park reduces the need for fillers in packages we send
to customers.
Collaboration with Suppliers, Partners, and Customers
RM Resources has developed a robust assessment process to evaluate the eco features of products so
they can be classified by eco feature or labelled as eco products. This is now considered a business-as-
usual activity.
RM Resources continues to work on how to communicate end of life options for all the products in
catalogues and are scheduled to complete the work in 2023 with a plan to feature this in the 2024
catalogues.
Customer workshops for each Division started in October 2022. The output from each will be agreed
action plans.
Workshops with key suppliers will start in 2023 with the launch of the Supply Chain Charter which sets
out RMs sustainability expectations. Further correspondence and training will be provided as scope 3
emissions data capture is rolled out.
We see additional opportunity to work in partnership with our customers to better support their own
sustainability plans and initiatives and will continue to develop our engagement in each Division.
8
9
47
STRATEGIC REPORT
48
STRATEGIC REPORT
48
49
TASK FORCE ON CLIMATE-RELATED FINANCIAL
DISCLOSURES
Statement of Compliance with TCFD
In line with requirements of listing rule (LR 9.8.6R (8)) We set out below our climate-related financial disclosures.
These are consistent with the four TCFD recommendations and the 11 recommended disclosures as set out in
the report entitled “Recommendations of the Task Force on Climate-related Financial Disclosures” published in
June 2017.
In doing this we considered sector guidance, publications and reports by leading climate risk research and
organisations including United Nations Framework Conference on Climate Change, the United Nations
Environment Programme (UNEP), Intergovernmental Panel on Climate Change (IPCC) and the UK Committee
on Climate Change and Climate Central mapping tools.
In addition to scope 1 and 2 emissions, we also report data on some aspects of scope 3 impact. In 2021, we
committed to gathering emissions data from our supply chain, recognising that they are likely to make up the
largest contribution to RM's scope 3 emissions. We have begun to gather data through some pilots but are
unlikely to be able to report reliable data until 2025 at the earliest. To clarify the materially of our scope three
emissions, RM will seek to undertake an assessment of our supply chain emissions during 2023. Therefore, our
current disclosures are sufficient based on our current assessments, for this year report.
The table below sets out where in this Sustainability Report the disclosures are to be found:
Governance
Page
Describe the Board's oversight of climate-related risks and opportunities
50
Describe management's role in assessing and managing climate-related risks and opportunities
50
Strategy
Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and
long term
50
Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and
financial planning
50
Describe the resilience of the organisation’s strategy, taking into consideration different climate-related
scenarios, including a 2°C or lower scenario
50
Risk Management
Describe the organisation’s processes for identifying and assessing climate-related risks
50
Describe the organisation’s processes for managing climate-related risks
50
Describe how processes for identifying, assessing and managing climate-related risks are integrated into the
organisation’s overall risk management
50
Metrics and Targets
Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its
strategy and risk management process
54-55
Disclose Scope 1, 2 and if appropriate Scope 3 greenhouse gas (GHG) emissions and the related risks
56-58
Describe the targets used by the organisation to manage climate-related risks and opportunities and
performance against targets
49
STRATEGIC REPORT
50
Background for TCFD Risk Assessment
RM has undertaken its climate risk assessment inline with the Group process for assessing, measuring and
monitoring risk. The Group risk register includes climate change, and during 2023 any specific emerging
risks identified through the ISO14001 risk assessment process and the TCFD process will be added to the
Group register.
We have global customer and supply chain bases and climate change will affect them all, from relocation to
adapting their operating model to accommodate the impact of migration or weather interruptions.
We have used TCFD guidance templates to assess physical and transitional climate-related risks and
opportunities, using our corporate risk scoring methodology for two climate scenarios, based on the IPCC 6
th
Assessment report:
y
1.5
o
C by 2050
y
2.4
o
C by 2050
Through the above process RM has assessed that in the
short term we are a low-risk operation in terms of
climate risk
. This conclusion is based on but not limited to the factors below:
y
RM has no owned physical assets, operating from leased offices in UK, India and Australia.
y
Our TCFD assessment shows there are no financially material risks in the short term.
y
The pace of climate change allows RM to respond to these identified risks.
y
Mature and tested working from home and business continuity solution.
y
Ability to pass prices rises to customers, limiting margin reduction risk.
y
Limited concentration of revenue with any single customer or geography likely to be materially impacted
by climate change in the short term.
The definitions for time periods are consistent with RM’s business planning and its published commitments and
the wider regulatory landscape.
y
Our Short-term time scales are aligned to RM’s short term BP planning cycle – 2023 to 2025;
o
None of the risks identified are expected to be material in the short term.
y
Medium term is aligned to RM’s net zero commitment on scope one and two - 2026 to 2035;
o
All of the risks identified have potential to become material in the medium term and will be monitored
accordingly.
y
Long term – is aligned to the UK government net zero 2036-2050.
o
All of the risks identified are likely to be material risks in the long term.
We have set the materiality threshold at £500,000 or more per annum in line with financial statement
materiality determined by the auditors.
This analysis has identified the following risks and opportunities which have the greatest potential to become
material for RM Group across both physical risks and transition risks relating to climate change.
51
Supply Chain & Freight disruption
y
Volatility and disruption to suppliers and supply chains including freight due to extreme weather.
y
Emissions transition varies by country but invariably increases costs.
y
No material impact in the short term. Emerging risk in the medium to long term.
y
Expectations regarding Circular Economy have potential to grow, increasing logistics complexity while
creating potential for RM to reduce/reuse materials.
Financial Impact:
We do not expect any material financial impact in the short term. In the 2023 Annual Report we will disclose
a range of potential impacts in the medium to long term, allowing us to better understand how the different
factors across the supply chain and logistics have potential to create financial risk for RM in the medium to
long term.
Potential Impact
Existing Actions
Future response considerations
y
More frequent or prolonged
disruption impacts affecting
access to materials, products,
and logistics, resulting in
negative impacts on customer
satisfaction/revenue recognition.
y
Increases in costs of raw
materials, products and services,
not being able to fully or partly
be passed on to our customers.
2.4 Degree Scenario
In addition to above:
y
Increased frequency, severity
and duration of extreme weather
events leading to greater
disruption.
y
Potential for people migration
to change long-term supply
landscape.
y
Supply Chain Charter in
final stages of developed to
communicate and collaborate
clearly with supply chain, RM
encouraging the reporting of
supply chain emissions.
y
Monitor and work with existing
suppliers on risk-mitigation.
Consider climate impact as part
of supplier evaluation.
y
Focused expansion of climate
resilient suppliers and diverse
supply locations.
y
Work with our delivery partners
to ensure that their delivery
systems have been tested
against different climate change
scenarios and associated
extreme weather events.
y
Consider preferential use of
suppliers based on adoption of
Supply Chain Charter.
Table 3: Supply Chain and Freight disruption risks
Shift to Digital
y
Cost increases for physical goods lead to a shift in preference for digital education
y
In particular the rising costs of education commodities makes investment in Digital First solutions for
teaching, learning and assessment deliver a more beneficial return on investment.
STRATEGIC REPORT
52
Potential Impact; Risks
Existing Actions
Future response considerations
y
Cyber security remains critical throughout
this period, in addition to software costs,
IT engineers are likely to become more
costly.
y
Revenue and profit reduction as
consumable product categories decline
as prices rise.
y
Raw materials increase in scarcity and
raise prices, reducing customer demand,
particularly for consumables.
2.4 Degree Scenario
y
The impact likely to be sooner and faster.
y
Migration of
core apps and
services to cloud
infrastructure,
reducing carbon
and increasing
global resilience.
y
Investment
in a Security
Operations
Centre for
RM Group
y
Work with customers and supply chain to
develop closer alignment of approaches
to reduce negative environmental impacts
and enhance risk management in the
delivery of services.
y
Develop people strategy to consider
climate-related risks to feed into facilities
and operational plans.
y
Continuously review strategy and develop
tests to confirm resilience of infrastructure
in delivering expected service levels which
may need to alter to accommodate
expected disruptions.
Table 4: Shift to Digital; Risks
Financial Impact:
We do not expect any material financial impact in the short term. In the 2023 Annual Report we will disclose a
range of potential impacts in the medium to long term, allowing us to better determine the impact we expect
climate change to have on different product categories, customer demand, digital adoption and impact on
profitability.
Potential Impact; Opportunities
Existing Actions
Future response considerations
y
Opportunity for Assessment to remove
physical processes relating to pupil
assessment.
y
Opportunity for Technology to provide
devices and increased digital services
in Schools.
y
Further expansion of technology to
replace any paper-based process
e.g. pupils work, assessment,
communications, content distribution.
y
Technology becomes more critical and
more complex, securing additional share
of budget and requirement for specialist
advice on its management and use.
y
Core business
alignment to
greater digitisation
for Technology
and Assessment
Divisions.
y
Assessment Division aligned to Digital
Assessment market growth and supporting
customers digital assessment maturity.
y
Technology Division strategy and core
capabilities aligned to enabling schools
to better use Technology to deliver
outcomes.
y
Technology business unit structure
allows for future solution expansion
and partnerships to adapt to changing
customer requirements.
y
•Partner more closely with suppliers of
digital solutions and devices to better
assess their Environmental impact and
potential for circular economy solutions.
Table 5: Shift to Digital; Opportunities
Financial Impact:
The core market opportunity for Technology and Assessment is aligned with growth in demand for digital
services in our target customer base. There is a long-term trend of growth of Technology spend in UK schools
and in the shift towards digital assessment solutions around the world. We do not expect climate change
to materially alter the market opportunity for these Divisions in the short term. The 2023 Annual Report will
disclose any further determination of accelerated opportunity created by climate change.
53
Physical Risks impact on and at RM Locations & Operations
y
Location of key employees and customers subject to increased disruption from weather events, heat,
flood, drought.
y
Risk assessment considers the main employee locations for RM (Abingdon, Nottingham and Glasgow in the
UK, Trivandrum in India and Melbourne in Australia).
y
All offices and distribution centres are leased, giving greater flexibility to change locations if extreme
weather makes the operation of the building either from a financial or well-being perspective untenable to
remain in the current location.
y
RM has customers all over the world (Assessment and Resources), with a specific concentration of
customers in the UK (Resources and Technology).
Potential Impact
Existing Actions
Future response considerations
y
As the average global temperature increases,
the longevity and severity of storms and other
extreme weather will increase;
o
Disruption to operations due to extreme
weather events damaging facilities.
o
Ability of staff to attend customer sites
due to extreme weather events restricting
access to locations or transport networks.
o
Staff living and working in similar
geography locations could be
disproportionally affected by localised
extreme weather events leading to a
potential failure of a regional/ national
service area delivery.
y
Disruption at key times of the year (back to
school, exam delivery) could damage customer
trust and our ability to deliver contracts.
2.4 Degree Scenario
In addition to above:
y
More extreme weather and impact on physical
locations, leading to temporary or permanent
relocation requirement as a result of flooding or
sea level rises.
y
Should a key work location need to be
relocated, risks loss of key personnel and
knowledge from within the organisation.
y
Business Continuity
Plans (BCP) in place
with all employees
capable of full remote
working and option
to provide alternative
work locations for
key employees.
y
Established a
Customer Advisory
Group, led by the
Technology Division,
with sustainability on
the agenda to source
customer concerns,
requirements and
input for future plans
and services.
y
Deliver Customer
workshops on
sustainability, raising
awareness of climate
risks and potential
impacts.
y
Review locations and resilience
of all key employees, with
climate factors considered
for any operational location
changes.
y
Undertake flooding risk
assessment for all key locations.
y
Assess potential transport
weakness for key customer
locations.
y
Ensure that BCP consider
climate related risk impact and
mitigation.
y
Evaluate key roles being
performed in multiple locations
to add greater depth of
resilience.
Financial Impact:
We do not expect any material financial impact in the short term. In the 2023 Annual Report we will disclose a
range of potential impacts in the medium to long term, allowing us to better determine the potential financial
implications of the risks we expect to materialise in the long term.
STRATEGIC REPORT
54
Environmental Metrics
RM measures key aspects of environmental performance using industry standard metrics appropriate to our
sectors as set out below:
y
Software and IT Services, for RM Technology and RM Assessment Divisions
y
Multiline and Specialty Retailers Distributors, for RM Resources
Environmental data
The annual quantity of energy consumed from activities for which the Company is responsible is set out below.
The data covers scope one, two and scope three data from RM global operations. The data is provided via RMs
finance system or third-party suppliers.
All utilities data is reported in kWh, business travel by cars both personal (scope three) and company cars (scope
one) trains and air travel is reported in miles.
The data for scope one and two can be compared to 2020/21 consumption and baseline year 2015. Scope
three is new reporting for this and RM is working to establish the data availability and quality allow comparisons
with previous years and the base year.
Data is collected in kWh that relates to the consumption of gas, electricity, and renewable energy from
suppliers and or uses metered data.
The annual quantity of business travel undertaken by company vehicles is outlined below. The data is collected
in miles and covers all business milage undertaken in company vehicles. The data is supplied from RM’s
expenses system.
55
*Baseline relates to the kWh reported in the 2015 Annual Report but updated to take account of the
adjustments to remove residual manufacturing impacts that ceased prior to 2015 and add acquisitions after
2015. The data centre RM operated was inadvertently removed in the baseline reported in 2021 and has been
added in following review this year.
**Scope 1 covers the annual quantity of energy consumption in kWh including (a) the combustion of fuel;
and (b) the operation of any facility including leased facilities. Scope 1 included annual milage undertake for
business purposes via RMs company car fleet.
***Scope 2 covers the annual quantity of energy consumption in kWh from the purchase of electricity, heat,
steam or cooling by the Group for its own use.
**** Scope 3 covers a RM emission from business activities but not under RMs direction control. This is the
first year of scope three data capture and reporting. The data being reporting for this year is now considered
our minimum reporting level for scope 3 emissions across the RM Group. RM will seek to strengthen its scope
and data quality of its scope three emissions reporting including supporting our supply chain to understand,
reporting their emissions.
In the year ending 30 September 2022, scope 1 and 2 as a % of total energy consumption for UK is 93% and the
rest of the world 7%.
The increase in kWh since 2021 is due to return to work following covid restrictions and is 25.4%.
Table 7: RM Group Environmental Data
RM Group Environmental data
Scope
Reporting metric
Units
2021/22
2020/21
%
change
Baseline*
%
change
One**
Gas
kWh
3,644,522
2,293,260
37%
4,192,748
-15%
Business travel
(company cars)
Miles
123,211
112,692
9%
751,280
-510%
Two***
Electricity
kWh
2,887,019
2,578,439
11%
6,043,559
-109%
Three****
Business travel
(personal cars)
Miles
672,179
285,119
58%
Air travel
Miles
481,750
Water
m
3
1,439
Hotels
Nights
1,533
Train travel (UK)
Miles
189,590
Waste - Energy to
waste
Tonnes
36
Waste - Recycling
Tonnes
238
STRATEGIC REPORT
56
Emissions Reporting
The Group is required to report scope 1 and 2 emissions for all Group companies within the Annual Report and
has elected to report emissions for the year to 30 September 2021. The methodology in the GHG Protocol
Corporate Accounting and Reporting Standard (revised edition)
1
has been applied. The figures include emissions
arising from all financially controlled assets. RM has now included scope three emissions reporting, the
calculation and reporting periods for scope three are aligned to RMs scope 1 and two reporting.
The calculation applies to all Group companies. For utilities emissions captured under scope one and two the
calculation is based on the kWh data collected for all facilities. For the emissions from business travel under
scope 1 the mileage of Company vehicles is the base data source.
RM’s scope three emissions for waste, water, train travel and business milage from personal cars are from RMs
UK based operations only, the waste and water data are from two sites in the UK portfolio.
During 2023 RM seeks to expand the data collection for the currently reported categories to cover its Group
operations, limitations on data availability are foreseen as the biggest challenge to increasing the scope of
collection. Air travel data covers RMs global operations, and we seek to reduce air travel throughout our
business operations.
All data has been converted to carbon dioxide equivalents using conversion factors appropriate to the location
of the impact. For vehicles, Defra conversion factors are used for cars based on an average-sized car. All
other emissions factors have been selected from the emissions conversion factors published annually by the
Department for Business, Energy & Industrial Strategy
2
, or where available emissions factors published by each
country where the emission were created.
1
https://ghgprotocol.org/sites/default/files/standards/ghg-protocol-revised.pdf
2
https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2022
57
Emissions by scope
*Baseline relates to the carbon dioxide emissions reported in the 2015 Annual Report but updated to take
account of the adjustments to remove residual manufacturing impacts that ceased prior to 2015, business travel
and add impacts associated with acquisitions after 2015. It has been corrected and restated versus what was
reported in 2021.
**Scope 1 covers the annual carbon dioxide emissions from activities for which the Group is responsible
including (a) the combustion of fuel; (b) the operation of any facility; (c) business travel in company cars.
***Scope 2 covers the annual carbon dioxide emissions from the purchase of electricity, heat, steam or cooling
by the Group for its own use.
**** Scope 3 covers the annual carbon dioxide emissions from a range of business-related activities that are not
under RM direct control.
RM Group Environmental data
2021/22
2020/21
Baseline*
Scope
Source
Country
Tonnes
CO
2
e
Absolute
tonnes
CO
2
e
%
Change
year on
year
Tonnes
CO
2
e
Absolute
tonnes
CO
2
e
Tonnes
CO
2
e
Absolute
tonnes
CO
2
e
%
Reduction
from
baseline
One**
Car/van
travel
UK
29
770
-74%
110
577
225
1,153
-87%
Car/van
travel
India
4
82%
2
19
-79%
Car/van
travel
Australia
-
0
Gas
UK
737
58%
465
909
-33%
Two***
Electricity
UK
474
785
-13%
547
2,229
2,971
-79%
Electricity
India
306
-9%
335
906
791
-61%
Electricity
Australia
5
-79%
23
74%
Three****
Business
travel via
personal
car
UK
185
504
153%
73
73
Air travel
Group
254
Water
UK
0.2
Hotels
UK
48
Train
travel
UK
11
Waste -
Energy to
waste
UK
1
Waste -
Recycling
UK
5
Total
(tCO
2
e)
1,555
32%
1,556
4,124
-62%
STRATEGIC REPORT
58
Emission Intensity
Emissions have also been analysed using intensity metrics, which enable the Company to monitor how well
emissions are controlled on an annual basis, independent of fluctuations in the levels of activity. The metric
used is ‘emissions per £m of revenue’ in line with industry standards. This is shown in the table below.
The improvement of emissions per £m revenue between the baseline year and 2022 is as follows:
Scope 1 and 2: 67.6%. The increase since 2021 is due to return to work following covid restrictions during the
two previous years.
y
There has been an expected increase in scope 1 and 2 emissions versus 2021 (4.6%) which is due to return
to work following covid restrictions.
y
In addition to this increase, some 185 tonnes of emissions have moved from scope 1 to scope 3 as we
move away from company lease cars to employees using their own cars.
y
In the year ending 30 September 2022, scope 1 as a % of total CO
2
e for UK is 79.8% and the rest of the
world is 20.2%.
y
Versus the 2015 baseline, we have reduced scope 1 and 2 emissions by 62.9%, The underlying performance
has been partially masked by the switch away from company cars, however, RM is on a good trajectory to
Net Zero by 2035. Next year's Energy Saving Opportunity Scheme audits will add detail to the work that we
can carry out to reduce energy use and climate impacts further.
y
When scope three emissions are added into the data the reduction from the baseline is 50% however the
baseline data does not include scope three data. Developing the baseline (2015) scope three data is a key
deliverable for 2023.
Emissions per £m of revenue
Tonnes CO
2
e/£m per revenue
Year ended
30 September 2022
Year ended
30 September 2021
Year ended
30 September 2015
Scope 1
3.60
2.76
6.27
Scope 2
3.66
4.32
16.13
Total Scope 1 and 2
7.26
7.08
22.40
59
59
STRATEGIC REPORT
60
SOCIAL VALUE
Community & Partnerships
RM’s purpose is to Enrich the lives of Learners. Each of our Divisions plays a role in the learning lifecycle, from
early years and curriculum resources in RM Resources, through to the assessment of learning for students and
professionals around the world, while providing technology platforms that support thousands of teachers and
learners every day.
Delivering our purpose
Every day, our products and teams enable and enrich learning for thousands of customers around the world.
Over the course of FY22:
y
We protected over 1.5 million students and teachers with our RM SafetyNet web filtering, with over
700 million web requests filtered every day!
y
Our security software and services blocked over 2 million attempted malicious attacks, ensuring that
customers stayed safe and connected to the services they rely on.
y
Over 3,000 customers use our broadband services, facilitating hybrid learning as well as access to web
and cloud services to deliver educational outcomes for all.
y
We supported the recycling of over 2,800 laptops and desktops through trade-in programmes and saved
over £300,000 for schools in the process.
y
RM Resources products are used by over 8.5 million pupils across the UK and are used in over
120 countries around the world, enabling learning across the curriculum and supporting children
no matter their learning needs.
y
We are passionate about supporting and enabling teachers. Our webinars and teacher learning content has
reached over 5,000 educators, including:
o
Our ‘Little Lockdowners’ webinar series featured world-renowned experts including NY Times bestseller
Erika Christakis to discuss the impact of the pandemic on young minds and how we can improve
developmental outcomes.
o
Our Empowering Early Years campaign brought some of the most prominent people in EY education
together to discuss funding, staff recruitment and retention and mental health challenges.
o
Our Neurodivergence in Education webinar discussed the topic of inclusion by design and an improved
blueprint for education for ALL children.
o
A STEAM webinar headlined by astronaut Tim Peake delivered valuable insights into the importance of
STEAM subjects in the curriculum.
o
The World of Education hub hosts content to support teachers improve outcomes around the world.
o
Delivering Educator Training to maximise the value of Microsoft and Google platforms for education.
y
RM Unify delivered over 17 million authenticated sessions for staff and students, giving secure, simple
access to the learning resources that teachers and pupils rely on every day.
y
We conducted digital assessments that removed the need for over 5 million sheets of paper.
y
Our software was used by over 50,000 markers to mark over 12 million exams electronically, saving over
1 million hours for markers and administrators and reduced the transportation of over 500 tonnes of paper.
61
Awards
Our products and Services have been nominated
and won many Awards, demonstrating the industry
leading value they deliver for our customers.
y
Glow and Go Bot – Winner, Early Years
Resource or Equipment
y
World of Education – Winner, Online and
social media
y
Oti – Winner, Education Top Design Award
Winner
y
Kitt – Winner, Product Design, Innovation
Excellence Awards
y
Glow and Go Bot, Kitt – Highly Commended,
Teach Awards Supporting our Local
Communities
Supporting our Local Communities.
RM is committed to having a positive social impact
and supporting the communities in which we
operate, giving employees opportunities to engage
beyond work.
Supporting Active Lives
y
RM Resources sponsor Hucknall Town FC,
a local football club to the Harrier Park
distribution centre, supporting local people
and community activity
y
RM SafetyNet has started to sponsor grassroots
youth football teams, supporting children to
have active lives beyond the classroom. Our
first sponsored club is Maldon and Tiptree
under 8 Pumas
STRATEGIC REPORT
62
Supporting education
y
We are proud supporters of the Belong Intergenerational Nursery, donating products to support their work
to better understand intergenerational care and provide a training hub for other Early Years providers.
Children and care residents interact through intergenerational experiences within the care village,
supporting young and old alike to share creative experiences.
y
RM was the Charity Fundraiser partner at the inaugural Education Today awards, supporting Right to
Succeed, a charity that works in high deprivation communities to give children the best start in life.
y
We encourage all our employees to get involved in School Governance, granting all employees up to 25
hours additional paid time off to act as a School Governor, Local Advisor or Trustee.
y
During FY22 we hosted work experience students from nearby schools and colleges in our RM Assessment
Innovation team, working with the students on real projects and challenges, brining high quality student
insight into the team, and giving real world work experience to the students.
y
RM Education Solutions India has introduced within the ambit of the Graeme Dewart Scholarship a new
scholarship for children with special educational needs; working in 2022 with local schools to support six
children who need assistive devices.
Supporting the Environment
y
We are piloting a scheme to offset the Carbon of the RM Technology Product Management team,
partnering with Ecologi.
y
During FY22 RM Resources worked with TreeSisters to plant nearly 4,000 trees in the tropics to offset the
paper and carbon footprint of our RM Resources product catalogue internationally.
63
Health and Wellbeing
RM is committed to supporting its employees and
promoting positive Health and Wellbeing. We have
continued to ensure that the workforce is safe
and well, whilst raising awareness by promoting
initiatives to encourage employees to protect
both their physical and mental wellbeing. Further
information on the measures taken is set out on in
the Employees section on page 98.
Our employees have continued to work in a hybrid
working approach, supported by ‘My Work Blend@
RM’, enabling employees to work flexibly where
appropriate, supporting our people to balance
their roles and lives which been working well with
work-life balance as one of our highest scoring
employee engagement pulse survey questions.
We have a network of Mental Health first aiders
and a range of resources to support managers and
employees with mental health, that run alongside
the resources and benefits to support employees
with physical health.
Equality, Diversity and Inclusion
RM believes equality, diversity and inclusion (‘EDI’)
are important and its aim is that all employees
receive fair and equal treatment. The workforce
needs to reflect and represent the needs of the
Workforce
The Group employs over 2000 people. Its aim is to create a culture and an environment that enables
employees to work together collaboratively, creatively, efficiently and in a safe way.
¹Spain and Singapore
Average Headcount 2022
Average Headcount 2021
Total
UK
India
Australia
Other¹
Total
UK
India
Australia
Other ¹
All
employees
2,174
1,187
953
32
2
1,990
1,100
861
27
2
Permanent
1,847
1,773
Temporary/
Contract
staff
328
216
customers and communities RM serves. RM
seeks to create an inclusive and flexible working
environment for its employees.
There are five EDI Networks and an EDI
Committee which has business wide
representation and is chaired by Executive
Leadership and as a group meet quarterly to plan,
execute and evaluate EDI initiatives which include:
y
A continuation of the Reverse Mentoring
scheme following a successful pilot for
the Executive Committee, the programme
has been expanded to include the Senior
Leadership Group, facilitating more leaders
to improve their personal knowledge and
awareness of topics relating to EDI.
y
A calendar of awareness raising events is
published for the year and includes activities
across all RM’s geographical locations.
National Inclusion Week in September 2022
was celebrated across the business with
workshops, quizzes and awareness raising
articles.
y
Essential education and awareness for the
workforce through LinkedIn Learning and
the scheduling of open learning sessions on
topics such as allyship, privilege, inclusive
communication and managing bias.
STRATEGIC REPORT
64
y
The Inclusive Recruitment pilot has now been
completed and is being developed into a full
programme, which is scheduled to be available
Group wide to all managers in 2023.
y
The five EDI Networks support diverse
communities within RM and provide a safe
space for people to share their experiences
and provide representation to change policy
and practice in RM. They represent the People
of the Global Majority, Women at Work,
LBGTQIA, Allies and Neurodiversity. After the
Women at Work network championed the
subject of Menopause, the UK healthcare
benefit has been updated to include
Menopause support.
y
RM continues to encourage employees to
share their personal EDI characteristics data so
that we can measure diversity over time.
The Equal Opportunities Policy commits RM to a
zero-tolerance approach to preventing any form
of discrimination, harassment, intimidation, or
victimisation, promoting equal opportunities for
everyone and promoting a good and harmonious
working environment where everyone is treated
with respect and dignity. This Policy is available on
RM’s website: www.rm.com/edi-policy
The Anti-Bullying Policy encourages employees
to come forward with any concerns of bullying or
harassment and sets out how such matters will be
dealt with.
These policies and the actions referred to in
this section support the strategy by helping
create a better skilled workforce by encouraging
people from different backgrounds to apply and
contribute to the business.
Employees with Disabilities: The Group gives equal
consideration to applications for employment
received from candidates with disabilities, having
regard to their aptitudes and abilities. Where
existing employees develop a disability that
materially affects their ability to perform their work
role, retraining, use of appropriate technology and
making available suitable alternative employment
within the Group are explored and their further
training, career development and promotion
opportunities are supported.
The following table shows the percentage of
employees who are female. The data is based on
the number of permanent employees and Board
members on 30 November each year. It is positive
to see the percentage of women across the Board
and Executive Directors improve however we
recognise that there is ongoing work to do in order
to improve the gender balance in the wider senior
management Team.
1 Covers those employees who have responsibility for planning, directing or controlling the activities of the Group, or a strategically
significant part of it or the Company.
2022
2021
2020
2019
2018
Board including active Executive
Directors
33%
14%
17%
17%
17%
Senior managers (excluding Executive
Directors)¹
32%
35%
37%
25%
19%
All employees
38%
38%
38%
39%
38%
65
We are committed to investing in ongoing initiatives to help ensure a balanced participation in the workforce:
y
We welcome applicants from diverse backgrounds and are actively seeking to address the gender balance
with initiatives such as supporting women in technology;
y
We have started an inclusive recruitment project with the first phase focusing on addressing the gender
balance across all job categories;
y
Our Executive team work in partnership with our Equality, Diversity and Inclusion (EDI) advocates
supporting our commitment to have an inclusive culture;
y
We continue to encourage and champion flexible and agile working (where role appropriate) advocating
the need to balance careers and individual circumstances.
Gender pay data is available on the public websites for subsidiaries (RM Technology, RM Resources).
The Corporate Governance Report sets out the Company’s Board Diversity Policy.
The following table sets out a more detailed overview of gender diversity across the Group of the permanent
staff employed on 30 November 2022 (and as at 30 November 2021):
The following table sets out an overview of ethnicity of the UK permanent staff employed on 30 November 2022:
¹ Covers those employees who have responsibility for planning, directing or controlling the activities of the Group, or a
strategically significant part of it or the Company.
² Covers the ‘senior management’ as defined in the Code and excludes EAs and PAs.
Notes:
1. Data provided voluntarily by employees through an EDI data collection initiative.
2. No data has been reported in previous years so no comparative data available for year ending 30 November 2021.
Any other
ethnic group
Blank/
Prefer not to say
White
Total
participated
All Employees
8%
34%
58%
925
Senior managers
(including Executive
Directors)
5%
14%
82%
44
Male
Female
Total
All Employees
1081 : 62% (1179 : 62%)
665 : 38% (715 : 38%)
1746 (1894)
Senior managers (excluding
Executive Directors) ¹
37 : 67.27% (37 : 65%)
18 : 32.73% (20 : 35%)
55 (57)
Executive Committee and
direct reports²
50 : 58.14% (27 : 60%)
36 : 41.86% (18 : 40%)
86 (45)
Board
4 : 67% (6 : 86%)
2 : 33% (1 : 14%)
6 (7)
STRATEGIC REPORT
66
Development and Reward
The Company recognises that talented people are
central to the success of the business. Employees
are encouraged to set learning goals framed
around their career aspirations as well as what RM
requires of them. Managers guide them through
monthly developmental coaching conversations.
Employees have access to online learning
platforms, social and peer learning opportunities,
coaching and mentoring as well as ‘on the job’
experiences. Employees are encouraged to attain
professional qualifications or certifications where
applicable to their role. Apprentices are supported
in gaining their qualifications and essential work
experience. RM has employed 12 apprentices over
the past three years in the UK.
The Company’s emphasis is on fair pay structures
across the Group and bonus schemes that support
and encourage a high-performance culture.
The Group incentivises employees and senior
management through the payment of bonuses
linked to business objectives, together with the
other components of remuneration detailed in
the Remuneration Report. The Company does
not operate an employees’ share scheme due to
the size and geography of the Group’s workforce.
Regular benchmarking is undertaken across the
sector in terms of pay and reward.
There are also policies setting out the working
practices and benefits available to employees.
These policies are published internally.
Governance
It is important at RM that governance ensures it
can deliver its purpose and strategy in a way that is
aligned with its values, so that it is a trusted partner
to its customers and other stakeholders.
RM is committed to conducting its business with
integrity and its approach to risk and compliance
helps encourage the right behaviours across the
business.
The Corporate Governance Report on page 88
sets out the framework for governance in RM and
the role of the Board.
Code of Conduct
An employee Code of Conduct governs the ways
of working across the business and sets out the
standards that employees are expected to follow.
The Code reflects RM’s culture and emphasises
that employees are trusted to behave with integrity
and honesty, and in accordance with applicable
laws and regulations. There are a comprehensive
set of policies that set out guidance and specific
processes and procedures that employees are
required to follow.
Employees are required to confirm annually that
they have read, understood, and comply with
the Code.
All policies are owned by a specified member
of senior management and policy review dates
set to ensure they are regularly assessed and kept
up-to-date.
Anti-bribery and corruption
As part of the education sector, RM strongly
supports the prohibition against giving, receiving
or offering any bribes or any other forms of
corruption. The Anti-Bribery Policy sets out the
standards and processes all employees and
relevant partners are required to follow. These
are designed to minimise the circumstances
under which such behaviours may occur. The
policy also covers the giving and receiving of
gifts and hospitality and expenses and includes
practical examples to make it clearer and easier for
employees to understand its application.
A formal assurance process is carried out twice a
year that requires employees to confirm that they
understand and comply with this policy.
There is also an Anti-Money Laundering Policy
which commits RM to promoting and maintaining
the highest level of ethical standards in relation
to all its business activities and a zero-tolerance
approach to money laundering. It commits
RM to acting fairly and with integrity in all its
business dealings and relationships. It provides for
procedures to be followed, situations that may be
considered suspicious, action to be taken in such
circumstances and record keeping requirements.
Only a limited group of employees can release any
payments and those employees are fully appraised
of these risks.
67
Competition Law
A Competition Policy is in place and training has
been given to all relevant employees to help them
understand the issues they need to be aware of. A
register is maintained by the Legal Department for
all employees attending trade association meetings
and specific training is mandatory for them.
Data Protection
Given the nature of its operations, RM has always
taken data protection matters seriously. The
security and integrity of customer data is critical
to the Group and is noted in the table of “Principal
Risks and Uncertainties” in the Strategic Report.
The Company has a formal Group Security
and Business Continuity Committee (‘GSBCC’),
which oversees data protection matters. That
Committee is chaired by the Group Head of IT
and attendees include the Group’s Data Protection
Officer (‘DPO’), Chief Financial Officer, senior
HR employees and representatives from each of
the Divisions.
As part of its ongoing programme of GDPR
compliance, the Group has formal Data Protection
Policies and a Cookies Policy covering data of
employees, customers, candidates, examiners and
visitors to its websites. The policies commit RM to
protecting and respecting the privacy of individuals
and complying with all legal requirements. New
starters are assigned mandatory training on GDPR
and ongoing training is provided to all staff, as
well as to contractors and temporary staff that
have access to company systems or data. Security
vetting of relevant suppliers and other third parties
is conducted when considered appropriate.
The DPO works independently of management
in fulfilment of the statutory duties required of
that role and can, if necessary, escalate issues
directly to the Board via the Company Secretary.
As well as attending the GSBCC, the DPO provides
regular updates to the Board on data protection
matters. Both customers and employees can
raise queries with, and send complaints to, the
DPO. All potential personal data breaches are
investigated and recorded. No data breaches have
been reported to the ICO, the UK’s regulator, in the
past year.
Data Security and Resilience
Given RM’s role supporting and advising schools and
other education bodies, data security and resilience
are taken seriously. For details of the actions taken,
see the Principal Risks and Uncertainties section at
page 36.
The GSBCC, referred to in the Data Protection
section above, also oversees data security and
resilience matters.
Access to systems is role based and applied with
a principle of least privilege. Access is reviewed
regularly through established internal processes
and is subject to external independent audits as part
of maintaining ISO certifications. The latest audits
reported no non-conformances. The GSBCC also
maintains Cyber Essentials Certification. Business
accounts are additionally protected with multi-factor
authentication (MFA) and user behaviour analytics
and are monitored by a Security Information and
Event Management (SIEM) solution. The Company
has a Cryptographic Policy that governs encryption
controls, with disk encryption applied to all
employee machines.
The RM Acceptable Usage Policy provides guidance
for all RM Group employees regarding how they
may and may not use company systems and data,
and their responsibility for information security. The
policy is reviewed annually prior to formal approval
by the GSBCC, which oversees data protection
matters. The Acceptable Usage Policy is further
supported by other specific policies including Data
Classification & Handling and Physical Controls.
Data security policies are controlled, reviewed and
subject to external audit as part of maintaining ISO
certifications.
RM also runs a formal Security Awareness
programme for all new staff.
As part of ‘secure by design and by default’
principles, business continuity management for
the RM Assessment, RM Technology and RM ESI
Divisions is aligned to ISO standards and subject to
external audit, ISO 22301 certification is in place.
Were a breach to occur, the Company has
established relationships with third party partners to
support with cyber incident response and crisis PR.
STRATEGIC REPORT
68
Health and Safety
The Health and Safety Policy covers employees
on its sites and at customer sites. It commits RM
to a safe working environment, a culture of open
discussion on health and safety issues, transparent
reporting and compliance with all relevant laws
and regulations. The Group has implemented a
health and safety management system which is
designed to continually improve health and safety
and meet the requirements of ISO45001. The
following objectives are incorporated into the
health and safety management system:
y
Raising health and safety awareness;
y
Effective training;
y
Risk reduction and management; and
y
Accident reduction.
The Group Health and Safety Committee includes
representatives from each of the Divisions and
Corporate Services. It meets quarterly and is
chaired by the Group’s Head of Health and
Safety. Each RM site has a Site Health and Safety
Committee; this is chaired by the Health and
Safety Director. Each Site Safety Committee
reviews health and safety practices at that site.
A range of health and safety training is provided on
an ongoing basis to employees, contractors and
temporary staff.
The Head of Health and Safety provides a quarterly
report to the Board on health and safety across the
Group and can escalate any issues to the Board
via the Company Secretary. The reports contain
information relating to accidents and near misses.
Further information on this is detailed in the
Employees section on page 98.
Human Rights and Modern Slavery
RM is committed to minimising the opportunity
for modern slavery to take place within RM and its
supply chain. It has this year reviewed its internal
processes and programme of review for suppliers.
The Modern Slavery statement is available on the
RM website.
Further information on the Supplier Code of
Conduct for the RM Resources Division, which
manages a significant majority of the suppliers of
the Group and the commitments required from
them in relation to human rights is set out in the
Suppliers and Partners section on page 100. This
Code is being reviewed with the intention that it
will then be applicable to all Group suppliers.
Political Donations
Neither the Company nor any of its subsidiaries
made any UK political donations or incurred
any UK political expenditure, nor made any
contribution to any non-UK political party, during
the year or the previous year.
Safeguarding
RM is committed to protecting students of its
customers from harm. The Safeguarding Policy
applies to anyone working on behalf of RM
including employees, contractors and agency staff.
The Policy states the principles that guide
the approach to child protection and online
safeguarding covering recruitment of staff,
partnering with customers when any allegation
is made, the incident management and
whistleblowing measures and the supply of
products and services that help customers keep
children and young people protected from
online harm.
The Policy further states the Company has a
responsibility to keep children and young people
safe. This is regardless of age, gender, race, religion
or belief, sex or sexual orientation.
All staff working in environments where children
are present must be familiar with policies at that
place. Staff must report any incident that may
give rise to a concern to the nominated child
protection lead at that institution.
Share Dealing Code
The Share Dealing Code is applicable to all
employees and Directors. It is designed to
ensure that they do not misuse any information
about the Group which is not public. There are
clear processes for informing individuals about
their obligations under the Code and obtaining
authorisation to deal.
69
Tax
As a UK company, the Group pay taxes in the
UK, contributing circa £14m in taxes to the UK
Government over the past three years. The
approach to tax is aligned with RM’s purpose
and values and to ensure that RM pays the right
amount of tax at the right time based on laws,
rules and regulations in the territories in which it
operates. The Tax Strategy is on RM’s website.
Whistleblowing
Employees are encouraged to speak up if they
feel that something is not right. The Policy states
that employees can speak to their manager, HR
Business Partner or other high-level person in
the Company in the first instance if they have
any concerns and there is also an independent
third party service they can use to report any
concerns in confidence and anonymously if they
wish. Information on this policy and the contact
details of the third party are readily available on the
internal employee portal.
The Policy provides that all allegations raised are
forwarded to the Chief People Officer (unless it
relates to them) and members of the RM People
team are trained to handle such matters. The
individual will be informed of the process in
dealing with the matter. The Policy sets out RM’s
commitments in complying with the Public
Interest Disclosure Act 1998 to protect any
person who raises a relevant concern. The Policy
states that any case that poses a significant risk
to the business is reported to the Audit and Risk
Committee with ultimate ownership by the Board.
No concerns were raised in the past year.
69
STRATEGIC REPORT
70
CHIEF FINANCIAL OFFICER’S STATEMENT
Overview
RM’s results and financial performance for the
year have been heavily impacted by the IT
implementation program and its rollout for the
Consortium brand in the RM Resources Division.
Trading disruption and elevated program costs
have materially impacted performance for the year
compared to 2021 and increased the net debt
position.
Group revenue from continuing operations
increased by 3.9% to £214.2m (2021: £206.1m)
with all Divisions either flat or growing in
2022 despite the disruption caused by the IT
implementation programme. The return of UK
School exams and customer and volume growth
in RM Assessment resulted in a 22% (£7.1m)
increase in Divisional revenue. RM Resources
revenues were flat on 2021 with strong growth of
40% (£6.5m) in international revenues, and 10%
(£5.2m) in the TTS brand, before being negatively
impacted by the IT implementation disruption
within the Consortium brand with revenues
reduced by 26% (£11.7m).
Adjusted operating profit2 from continuing
operations decreased by 55% to £7.5m (2021:
£16.5m) predominately driven by the disruption
from the IT programme implementation which in
addition to reducing revenues inflated warehouse
and distribution costs. In addition, the Group
continued to experience higher freight costs and
high wage inflation pressure throughout the year,
most significantly in India.
The Group recorded a Statutory operating loss
from continuing operations of £21.6m, a decrease
of £25.2m from the 2021 profit of £3.6m. The loss
is driven by the increased costs associated with
our large capital programs and in particular the IT
implementation process for the Consortium brand.
Adjustments also include costs incurred as part of
the divestment of the RM Integris and RM Finance
businesses announced in November 2022 and
planned restructuring activities. These costs are
partially offset by the sale of £2.8m of surplus IPv4
addresses and a small gain (£0.2m) on the sale of a
freehold property in the period.
In the year the Group agreed to sell the RM
Integris and RM Finance businesses from within
the RM Technology Division for a consideration
of up to £16m. This transaction is subject to
shareholder approval which is in progress. The
performance of these businesses in both 2022
and 2021 have been classified and presented
as discontinued operations within the Financial
Statements. In the year the businesses generated
£4.9m of revenue (2021: £4.7m) and £1.6m of
adjusted operating profit (2021: £2.0m). In addition,
the Group disposed of a small declining legacy
software product called iCase from within the RM
Assessment Division for $AUD 0.2m. Transactions
costs of £0.8m were incurred in the year
associated with disposal activities.
Adjusted net debt closed the year at £46.8m
(2021: £18.3m). Adjusted cash generated
1
from
operations was £7.4m (2021: £18.1
2
m), including
the negative impact of the disruption within the
Consortium brand, with the IT implementation
in that area of the business significantly reducing
operating cash inflows. The £28.5m (2021: £17.0m)
net debt increase for the year included £28.3m
(2021: £22.6m) of spend associated with our
capital programs. The implementation of
the programs for the Consortium brand will
complete in the first half of 2023, with further
implementation activity subject to an on-going
review led by the new Chief Executive.
Following the end of the financial year, RM
concluded two important activities that further
improve the financial position of the Group;
y
In December 2022, the Group sold a portion
of their Internet Protocol v4 (IPv4) addresses
for a total consideration of £8.5m in cash.
y
In March 2023, the Group secured an
agreement with Lenders to extend the existing
£70m facility to July 2025. This agreement
includes re-setting covenants under the facility
as described in the Treasury section.
71
1
Adjusted cash generated from continuing operations is defined as cash from operations excluding the impact of adjustments
which includes major investment costs including dual run costs, proceeds on sale of non-core assets, and other property related
items. Further details can be found in Note 6
2
2021 cash flow adjusted to reflect the reclassification of customer development activity from contract fulfilment assets to
intangibles as set out in Note 33.
Group Financial Performance
Income statement
Group revenue from continuing operations
increased by 3.9% to £214.2m (2021: £206.1m).
UK revenues from continuing operations, outside
of Consortium, increased £9.5m to £141.1m being
7.2% higher than prior year. However, the brand
disruption in Consortium led to an overall revenue
decline of 1.3%. Total International revenues from
continuing and discontinued operations were up
to £10.3m.
£m
2022
2021
Adjusted
2
Adjustment
1
Statutory
Adjusted
2
Adjustment
1
Statutory
Revenue
214.2
-
214.2
206.1
-
206.1
Operating profit/(loss)
7.5
(29.1)
(21.6)
16.5
(12.9)
3.6
Profit/(Loss) before tax
5.3
(26.1)
(20.8)
15.1
(11.5)
3.6
Tax
(1.8)
6.5
4.7
(3.3)
1.9
(1.4)
Profit/(Loss) after tax from
continuing operations
3.5
(19.6)
(16.1)
11.8
(9.6)
2.2
Profit after tax from
discontinued operations
3
1.6
-
1.6
2.0
-
2.0
Profit/(Loss) after tax
5.1
(19.6)
(14.5)
13.8
(9.6)
4.2
1 Adjustments reflect the amortisation of acquisition related intangible assets; major investment costs including dual run costs,
profits on sale of non-core assets, and other property related items. Further details can be found in Note 6
2 Non-GAAP measures. See Note 6
3 Discontinued activities relate to the RM Integris and RM Finance businesses and the i-Case product
Adjusted operating profit margins from continuing
operations2 reduced to 3.5% (
2021: 8.0%).
Adjusted operating profit from continuing
operations reduced by 55% to £7.5m
(2021: £16.5m). Statutory operating profit from
continuing operations decreased by £25.2m to
a £21.6m loss (2021: profit of £3.6m).
To provide an understanding of business
performance excluding the effect of significant
change programmes and material transactions,
certain costs are identified as ‘adjustments’2 to
business performance.
STRATEGIC REPORT
72
In 2022 Adjusted items comprised the following:
2022
£m
2021
£m
Amortisation charges associated with acquisition related intangible assets
1.8
2.0
Disposal related costs
1
0.8
-
Dual running property & licence costs
2
5.4
2.1
IT platform costs incurred and expensed
2
17.4
8.3
Impairment of IT Capital Programme
3
2.2
-
Onerous provision for IS licences
1.2
-
Onerous lease commitments
-
0.5
Restructuring costs
0.3
-
Total adjustments to administrative expenses
29.1
12.9
Gain on sale of property
4
(0.2)
(1.4)
Sale of IPv4 addresses
5
(2.8)
-
Total adjustments
6
26.1
11.5
Reflecting the elevated adjusted items, statutory profit before tax from continuing operations fell to a £20.8m
loss (2021: profit of £3.6m) after deducting net interest charges of £2.2m (2021: £1.4m) in relation to the
Group’s credit facility and finance costs related to the defined benefit pension schemes and adding back £2.8m
of other income related to additional IPv4 address sales made in the second half of the year and £0.2m for the
gain on the sale of a freehold property.
The total tax charge for the year for continuing operations was a £4.7m credit (2021: £1.4m cost). There are
multiple tax effects influencing the tax rate in income, costs, deferred tax effects and the impact of no tax
charge in the discontinued businesses. These effects are explained in more detail in Note 10c.
Statutory profit after tax from continuing operations decreased by £18.3m to a loss of £16.1m (2021: profit of £2.2m).
1
Costs incurred directly as part of the disposal of the RM Integris and RM Finance businesses from its Technology Division
2 Adjusted items relate to spending on our two large capital programmes. These items have been disclosed as adjustments
because they are material to the relevant segment and only exist through to the completion of the capital programme
3 The Group has impaired elements of the IT capital programme costs, previously capitalised, which relate to functionality that
is paused where the Group has no current active plans to proceed to implement. This impairment may be reversed if the Group
subsequently implements this functionality
4 In the year the final owned warehouse facility was disposed as part of the warehouse consolidation project for £3.3m, generating
a £0.2m profit on disposal. In 2021 another warehouse was disposed of as part of the same program for consideration of £3.2m,
generating a profit on sale of £1.4m
5 In the year the Group accelerated sales of surplus IPv4 assets, generating £2.8m in proceeds from its Connectivity business over
and above the ordinary levels seen in each if the previous five years
6 Non-GAAP measures. See Note 
6
73
Operations classified as discontinued at the year-
end generated £1.6m of profit after tax (2021:
£2.0m). Reported Group profit after tax decreased
by £18.7m to a loss of £14.5m (2021: profit of
£4.2m).
Adjusted diluted earnings per share from
continuing operations decreased to 4.2 pence
(2021: 14.0 pence). Statutory basic and diluted
earnings per share from continuing operations
were a loss of 19.3 pence (2021: 2.6 pence).
Cash flow
Adjusted net debt
1
closed the year at £46.8m
(2021: £18.3m). Adjusted cash generated from
operations
2
was £7.5m (2021: £18.1
3
m), including
the negative impact of the disruption within the
Consortium brand, with the IT implementation
in that area of the business significantly reducing
operating cash. On a statutory basis, net cash
outflow from operating activities was £20.8m.
The £28.5m net debt increase for the year
included £28.3m (2021: £22.6m) of spending
associated with our capital programs. This
exceptional spend was offset by:
y
Accelerated sales of £2.8m of surplus IPv4
assets from its Connectivity business over and
above the ordinary levels seen in each if the
previous five years
y
The sale of the remaining owned property
for £3.3m as part of the warehouse
consolidation project
Cash outflows for the year also include
contributions to the defined benefit pension
schemes of £4.5m (2021: £4.5m), net interest
payments of £2.3m (2021: £0.6m), a dividend
payment of £2.5m (2021: £3.9m), leasing charges
of £3.5m (2021: £3.9m) offset by tax credits of
£0.9m (2021: £0.1m payment).
Balance Sheet – continuing operations
The Group had net assets of £60.6m at
30 November 2022 (2021: £87.0
1
m). The balance
sheet includes Non-current assets of £133.3m
(2021: £146.2
1
m), of which £49.4m (2021: £49.2m)
is Goodwill and £24.0m (2021: £35.0m) relates to
the Groups defined benefit pension scheme which
is discussed further below.
Operating PPE, intangible and right of use assets
total £57.8m (2021: £60.2
1
m) and includes
acquired brands, customer relationships and
Intellectual property as well as costs relating to the
warehouse consolidation and IT implementation
programs. IP Address assets utilised as part of the
Connectivity business are included at nil cost.
Net current liabilities of £49.2m (2021: £1.4m)
includes borrowings of £48.7m (2021: £19.7m
included in non-current liabilities which are
classified as current, see treasury section for
further information) and a number of elevated
balances predominately resulting from the IT
systems implementation program particularly
Inventory, trade receivables and trade payables.
Non-current liabilities of £23.4m (2021: £57.8m)
includes lease liabilities of £19.1m (2021: £21.1m)
which is predominately associated with the Group
utilisation of properties including the new Harrier
Park warehouse. See point above on borrowings
which have been classified as current liabilities
in 2022 but in non-current in 2021. Deferred
tax liabilities of £2.3m (2021: £10.8m) primarily
comprises deferred tax liabilities on the net
pension surplus and acquisition related intangibles
of £9.1m (2021: £11.3m) offset in 2022 by a
recoverable deferred tax asset relating to taxable
losses incurred during the year of £7.1m.
1
Restated as described in Note 33 for held-for-sale assets
and a reclassification of contract fulfilment costs to
intangibles.
1
Non-GAAP measures. See Note 6.
2
Adjusted cash generated from operations is defined as cash
from operations excluding the impact of adjustments which
includes major investment costs including dual run costs,
proceeds on sale of non-core assets, and other property
related items. Further details can be found in Note 6.
3
Restated as described in Note 33 for held-for-sale assets
and a reclassification of contract fulfilment costs to
intangibles.
STRATEGIC REPORT
74
Divisional performance
RM Resources
RM Resources provides education resources and supplies to schools and nurseries in the UK and internationally.
Products supplied are a mix of own-designed items, own branded and third-party products.
RM Assessment
RM Assessment provides IT software and end-to-end digital assessment services to enable online exam
marking, online testing and the management and analysis of educational data. Customers include government
ministries, exam boards and professional awarding bodies in the UK and overseas.
RM Resources revenues were flat at £114.4m (2021: £114.4m) with strong TTS UK and International sales being
offset by an £11.7m, 25.8% reduction in Consortium brand revenue driven by the disruption caused by the IT
programme implementation in the year. UK education revenue decreased by 6.6% (TTS up 9.8%, Consortium
down 25.8%), with international revenues up £6.5m, 40.4%.
International sales comprise two key channels, international distributors, through which RM Resources sells its
own-developed products to over 80 countries, and international schools to whom it sells a broader portfolio
of educational supplies. International revenues increased by 40.4% to £22.4m (2021: £16.0m), benefiting from
reduced COVID related disruption and an increase in the product range offered internationally.
Divisional adjusted operating profit decreased to £2.8m (2021: £10.1m) and adjusted operating margins
decreased to 2.5% (2021: 8.8%). The Division was primarily impacted by the challenges associated with the
IT programme implementation which reduced revenues and increased costs associated with warehouse,
distribution and staffing expenditure. The Division also experienced elevated freight costs in the year which did
start to decrease through the second half.
Continuing Operations £m
2022
2021
TTS
58.3
53.1
Consortium
33.6
45.3
International
22.4
16.0
RM Resources revenue
114.4
114.4
RM Resources adjusted operating profit
2.8
10.1
Continuing Operations £m
2022
2021
RM Assessment revenue
38.9
31.9
RM Assessment adjusted operating profit
7.4
5.7
75
RM Technology
RM Technology provides ICT software and services to UK schools and colleges.
RM Assessment provides IT software and end-to-end digital assessment services to enable online exam
marking, testing and the management and analysis of educational data. Customers include government
ministries, exam boards, professional awarding bodies and Universities in the UK and internationally.
Revenue from continuing operations increased by 22% on the prior year to £38.9m (2021: £31.9m) driven by a
full year of UK school examinations in 2022 and expansion in customer numbers and volumes.
Adjusted operating profit from continuing operations increased by 29% on the prior year to £7.4m (2021:
£5.7m), with operating margins increasing to 18.9% (2021: 17.9%), benefitting from the increased revenues.
Operating costs were higher than planned primarily driven by elevated costs on a small number of
development contracts and higher than anticipated wage inflation in India.
In the year, the Division agreed to the sale of a small declining legacy software product, i-case, for $AUD 0.2m,
which was acquired as part of the SoNET acquisition in 2019. It delivered £0.5m (2021: £0.6m) of revenue and
£0.2m (£0.3m) of adjusted operating profit in 2022.
Revenue from continuing operations increased by £1.0m, 1.7% to £60.9m (2021: £59.9m) benefitting from a
new large multi-year infrastructure contract driving growth in Services.
The Division sold £1.3m of IPv4 addresses in the year (2021: £0.4m) as part of an ongoing programme of
selling surplus assts to the growth needs of the Connectivity business which it has done in the previous five
years. These sales have been included in the revenue above. During the second half of the year, the Division
accelerated the sale of a further £2.8m of IPv4 surplus addresses to support the liquidity of the wider Group.
Due to the nature of these sales, they have been classified as adjusting other income and not included in
revenue or adjusted earnings. Further sales of £8.5m were made subsequent to year end.
Adjusted operating profit from continuing operations decreased by 57% to £2.2m (2021: £5.1m), the primary
driver being lower gross margins which reflects a less favourable product and customer mix, which also
reduced operating efficiencies due to higher staffing costs.
In the year the Division announced the sale of the RM Integris and RM Finance businesses for consideration of
up to £16m. In the year ended 30 November 2022 these businesses generated £4.9m of revenue (2021: £4.7m)
and £1.6m of adjusted operating profit (2021: £2.0m) and are classified as discontinued operations and
therefore not included in adjusted operating profit. Assets (£0.4m) and liabilities (£2.2m) associated with the
RM Integris and RM Finance businesses are held for sale at the balance sheet date. Further information is
provided in Note 21 of the Financial Statements.
Continuing Operations £m
2022
2021
Services
55.0
53.6
Digital Software Platforms
5.9
6.3
RM Technology revenue
60.9
59.9
RM Technology adjusted operating profit
2.2
5.1
STRATEGIC REPORT
76
Services
The Services offering is primarily the provision of IT outsourcing and associated technology services (managed
services) and managed broadband connectivity to UK schools and colleges. Total Services revenues improved
by 2.6% to £55.0m (2021: £53.6m) with managed services, hardware, and infrastructure revenues improving
4.7% (2021: declining 4%) to £42.4m (2021: £40.5m). This was driven by the benefit of a new large multi-
year infrastructure contract won in the year. Connectivity revenue decreased 3.8% (2021: 9%) to £12.6m
(2021: £13.1m).
Digital Software Platforms
The Digital Software Platform offering covers a number of cloud-based products and services such as RM Unify
(authentication and identity management system) and RM SafetyNet (internet filtering software) as well as other
content and network software offerings. Digital Platforms revenues from continuing operations decreased
marginally to £5.9m (2021: £6.3m).
Dividend
A condition of the new extended and amended banking facility has been to restrict dividend distribution until
the Company has a net debt to LTM EBITDA (post IFRS 16) leverage below 1x for two consecutive quarters and
therefore we are not able to recommend the payment of a final dividend.
A final 2021 dividend of 3.0p per share, £2.5m was paid in 2022.
RM plc is a non-trading investment holding Company and derives its profits from dividends paid by subsidiary
companies. The Company has £30.8m (2021: £35.8m) of distributable reserves, as at 30 November 2022,
available to support dividends in the future when the facility restrictions are lifted. The Directors regularly review
the Group’s capital structure and dividend policy, ahead of announcing results and during the annual budgeting
process, looking at longer-term sustainability. The Directors do so in the context of the Company’s ability to
execute the strategy and to invest in opportunities to grow the business and enhance shareholder value.
The dividend policy is influenced by a number of the principal risks identified in the table of ‘Principal and
Emerging Risks and Uncertainties’ set out above which could have a negative impact on the performance of
the Group or its ability to distribute profits.
Treasury Management
In the period to 31 May 2022 the Company’s banking facility was extended to July 2024, with the terms of the
facility being held consistent with those of the prior agreement. The debt facilities at 31 May 2022 were subject
to financial covenants of a maximum of 2.5 times. Adjusted net debt/adjusted LTM EBITDA (pre-IFRS 16) and at
least 4 times interest cover/adjusted LTM EBITDA (pre IFRS16). On 31 May 2022 the results of the covenant tests
were 2.61 and 13.73 respectively.
Subsequent to 31 May 2022 the lenders agreed to amend the net debt/ adjusted EBITDA covenant to 3.0x at
May 2022 and November 2022 and made it clear there was no intention of accelerating all or any part of the
loan repayments. However as this was outside of the control of the Directors at 31 May 2022, borrowings were
classified as current liabilities at the balance sheet date.
Prior to the end of the year, the Group entered discussions with lenders to extend the facility by a further
year to July 2025 and to review the timing and type of covenant testing. As part of this process the lenders
postponed the 30 November covenant test timing, however despite no breach of the facility agreement at the
balance sheet date the borrowings have been classified as current liabilities as at 30 November 2022.
77
Since the year-end, the Group has secured an agreement with Lenders, which extends the existing £70m facility
to July 2025. This agreement includes re-setting covenants under the facility as follows:
y
A quarterly LTM EBITDA (post IFRS16) covenant test from May 2023 to November 2024 which is then
replaced by a quarterly LTM EBITDA (post IFRS16) leverage test and interest cover both of which are
required to be below 4x from February 2025.
y
Subject to the sale of the RM Integris and RM Finance businesses and receipt of at least £10m of proceeds,
an additional liquidity covenant will come into effect. This covenant would include both a 'hard' and a 'soft'
liquidity covenant. The 'hard' covenant requires the Company to have liquidity greater than £7.5 million on
the last business day of the month and liquidity not be below £7.5 million at the end of two consecutive
weeks within a month.
The 'soft' covenant requires the Company to have liquidity greater than £12.5 million at any point during the
cash flow forecast period. Unlike the 'hard' covenant, a breach of the 'soft' covenant does not constitute an
event of default under the Facility Agreement but, instead, requires the Company to notify the Lenders of
the breach and be available to discuss plans to increase liquidity.
Treasury activities are managed centrally for the Group including banking relationships and foreign currency
hedging. The Group has foreign currency-denominated costs that outweigh foreign currency-denominated
revenues and therefore increased currency volatility creates an exposure. This is primarily attributed to US Dollar
and Indian rupee exposure. This risk is managed through currency hedging against exchange rate movements,
typically 12 months into the future. The Group is also working to rebalance its exposure by growing its foreign
currency-denominated sales ahead of its costs to reduce the currency imbalance and more naturally hedge this
risk over time.
Defined Benefit Pension Schemes
The Company operates two defined benefit pension schemes (“RM Education Scheme” and “Care Scheme”)
and participates in a third, multi-employer, defined benefit pension scheme (the “Platinum Scheme”). All
schemes are now closed to future accrual of benefits.
The IAS19 net position (pre-tax) across the Group reduced by £7.7m to a surplus of £22.6m (2021: £30.4m) with
both the RM Education Scheme and the Platinum Scheme being in surplus. The reduction has been driven by
actual inflation experience over the period and a decrease in the value of Scheme assets more than offsetting
the positive impact of higher discount rates which is based on corporate bond yields.
The 31 May 2021 triennial valuation for the current schemes was completed in the year with the total scheme
deficit reducing from £46.5m to £21.6m. The deficit recovery payments of £4.4m per annum will continue until
end 2024, before reducing to £1.2m until the end of 2026 when recovery payments cease.
Since the year-end, the Group has agreed further positions with the Trustee of the current schemes. The
agreement provides the main two pension schemes with a second ranking fixed and floating charge over the
shares of all obligor companies (except for RM plc) and a payment of £0.5m at bi-annual intervals starting on
August 2024 which is contingent upon the adjusted debt leverage ratio being less than 3.2x at that date. The
definition of adjusted leverage is aligned to the banking facility outlined above.
The Group has also agreed to pay a one-off additional contribution of £0.1m to the Platinum Scheme.
STRATEGIC REPORT
78
Going Concern
The Financial Statements have been prepared on a
going concern basis which the Directors consider
to be appropriate for the following reasons.
The Directors have prepared cash flow forecasts
for the period to the end of May 2024 which
indicate that taking into account reasonably
plausible downsides as discussed below, the
Company has sufficient funds to meet its liabilities
as they fall due for at least 12 months from the
date of this report.
In assessing the going concern position the
Directors have considered the balance sheet
position as included on page 164 and the level of
available finance not drawn down.
At 30 November 2022, the Group had net debt
of £46.8m (November 2021: £18.3m) and drawn
facilities of £49.0m (November 2021: £20m).
RM Group has a £70m (2021: £70m) committed
bank facility (“the facility”) at the date of this report
and the details of an extension and amendment
to the facility are included in the Treasury section
on page 76. Further details are set out in Note 31.
Liquidity headroom at 30 November 2022 was
£23.2m (2021: £47.9m). Average net debt over
the year to 30 November 2022 was £46.8m
(2021: £15.8m) with a maximum borrowings
position of £64.1m (2021: £29.7m). The drawn
facilities are expected to fluctuate over the
period considered for going concern and are not
anticipated to be fully repaid in this period.
Since the year-end, the Group has secured an
agreement with Lenders, which extends the
existing £70m facility to July 2025. This agreement
provides lenders a fixed and floating charge over
the shares of all obligor companies (except for
RM plc) and has reset the covenants under the
facility. For going concern purposes the Board
have assessed performance against the following
covenants:
y
a quarterly LTM EBITDA (post IFRS16) covenant
test from May 2023 to November 2024
y
a 'hard' liquidity covenant test requiring the
Company to have liquidity greater than £7.5
million on the last business day of the month
and liquidity not be below £7.5 million at
the end of two consecutive weeks within a
month. As outlined in the previous Treasury
Management section, this covenant test is
conditional on the sale of the RM Integris and
RM Finance businesses.
The Chief Financial Officer’s statement outlines
the performance of the Group in the year to
30 November 2022. This statement highlights
the material impact of the IT implementation in
the Consortium brand of RM Resources, where
the disruption materially reduced revenues and
elevated costs in what was already a challenging
market backdrop of inflationary pressures
on school budgets. The Assessment Division
benefited from the first full UK exam series since
2019 and expanded customer numbers and
volumes and the remainder of the RM Resources
Division delivered a strong performance with
TTS UK revenues growing 10% and International
revenues 40%. Despite the reduction in operating
cash flows caused by the IT implementation
disruption the Group generated £6.4m of adjusted
operating cash in the year.
However, the resulting impact was a materially
reduced operating performance versus 2021, with
the Group making an operating loss for the year
and reporting a significant elevation of the net
debt position.
For going concern purposes, the Group has
assessed a base case scenario that assumes
no significant downturn in UK or International
markets from that experienced in the year to 30
November 2022 and assumes a broadly similar
macroeconomic environment to that currently
being experienced.
The base case reflects shareholders voting in
favour of the sale of the RM Integris and RM
Finance businesses from the RM Technology
Division. The net proceeds of the Sale, when
received, will provide the Group with additional
liquidity to strengthen the Continuing Group's
balance sheet and reduce indebtedness as well
as support the Group's strategy to build a more
focused, sustainable business for the long term.
As discussed in detail within this report the
IT implementation in the Consortium brand
significantly impacted the performance of
the Group in 2022. The base case reflects the
finalisation of this project within the Consortium
brand in time for schools peak buying season.
79
There are no further IT program implementations
included in the base case in the outlook period.
Revenue growth in the bases case is driven from
four key areas:
y
Reduced Consortium disruption in 2023
following finalisation of the IT implementation,
although volumes in the three-year budget
period are not expected to return to 2019 levels.
y
New contract wins in RM Assessment and
RM Technology and increased hardware and
infrastructure revenues in RM Technology
associated with the UK government’s three-
year Connect the Classroom program for
which they have provided £150m in funding.
y
International volume growth in the RM
Resources business, although this is modelled
below that seen in 2022.
Overall margins in the base budget are flat from
2022 to 2023 and a marginal increase in 2024. The
increase in FY24 is largely the result of revenue
growth, revenue mix and some underlying service
delivery improvements.
Adjusted net debt reduces materially within the
assessment period which is largely the result of
£8.5m of IPv4 address sales (which have already
occurred) and the proceeds from the sale of the
RM Integris and RM Finance businesses. The base
budget includes investment required to maintain
the existing customer base and enable the growth
modelled and does not include the payment of
dividends.
There are working capital initiatives built into the
underlying budget, which are focussed on aligning
to the pre COVID and pre-IT implementation run
rate positions rather than seeking to go further.
There is no further management of working capital
modelled within the base case.
Under the base case, taking account of available
facilities and existing cash resources and the net
proceeds of the Sale, the working capital available
to the Continuing Group is sufficient to meet its
liabilities as they fall due for at least 12 months
from the date of this report.
If the Sale were not to proceed and the Group's
results over the relevant period continue to be in
line with the Company's current expectations, it
is not expected to be in breach of the financial
covenants contained in its financing documents
and would have sufficient liquidity headroom at all
times within the 12-month period.
In connection with the Sale and as part of the
Group's business planning process, the Board has
closely monitored the Group's financial forecasts,
key uncertainties, and sensitivities. As part of this
exercise, the Board has reviewed a number of
scenarios, including a base case and reasonable
worst case downside scenario, both where the
Sale does proceed and where the Sale does not
proceed. This scenario includes
RM Resources
y
School budgets are more challenged
than expected and schools focus on
essentials leading to a 10% reduction in
TTS brand volumes in 2023 and 2024
taking them below 2022 in both years.
Consortium brand revenues are also
decreased by 10% in 2024.
y
IT system implementation timelines are
extended reducing revenues by c.20%
in the Consortium brand through the
peak period in 2023 taking them below
2022 levels.
y
International volume growth is materially
below that seen in 2022, with expected
growth reduced by one half.
y
Consortium overdue receivables remain
elevated until the half year 2023 and the
business experiences a higher volume
of returns than is usual for the business
resulting from the IT implementation
challenges This scenario results in a
c.£4m reduction in liquidity headroom.
RM Technology
y
Removal of revenue growth in the RM
Technology business reflecting a more
challenging market environment related
to new hardware and infrastructure wins.
This results in a c9% reduction in 2023
revenues and c7% in 2024, resulting
in 2023 revenues being below those
in 2022.
STRATEGIC REPORT
80
Central Corporate
y
Central efficiency targets are not
achieved in 2023 or 2024 which increase
central costs in 2023 to be 15% above
2022 and in line with 2022 in 2024.
While the Board believes that all reasonable worst
case downside scenarios occurring together is
highly unlikely, under these combined scenarios
and shareholders voting in favour of the sale of the
RM Integris and RM Finance businesses, the Group
would continue to have reasonable headroom
against the Facility and comply with covenants.
Were the Sale not to proceed for any reason and
the Group performed in line with its reasonable
worst case downside scenarios the Group would
have sufficient, but limited, liquidity headroom, and
the covenants would not be breached in the 12
months following the date of this report.
The Board’s assessment of the likelihood of a
further downside scenario is remote, particularly
with the positive progress on finalising the IT
Implementation in Consortium at the date of this
report. The Board has reviewed the downside
scenario which would result in liquidity and
covenant breaches outlined below.
Other
y
The £4m contingent portion of the
proceeds from the sale of the RM
Integris and RM Finance businesses is not
received.
y
Central bank interest rates are maintained
above 4% for the entire assessment
review period.
In addition to the reasonable worst-case scenario
the Board have performed a reverse stress test
and in that scenario the first covenant that
would breach would be the liquidity covenant
in September 2023 in the circumstance that the
sale were not to proceed and the RM resources
revenue for that period were to reduce by a further
9% from the reasonable worst case scenario. The
Board consider the possibility of this scenario
occurring to be highly remote.
The Board has also considered a number of
mitigating actions which could be enacted, if
necessary, to ensure that reasonable headroom
against the facility is maintained in all cases
and the Group complies with covenants. These
mitigating actions are expected to have little to no
implications to the ongoing business and include
(but are not limited to) reducing un-committed
spend, delaying recruitment and executing further
IPv4 sales.
Therefore, the Board has a reasonable expectation
that the Company has adequate resources to
continue in operational existence and meet its
liabilities as they fall due for a period of not less
than 12 months from the date of approval of
these Financial Statements, having considered
both the availability of financial facilities and
the forecast liquidity and expected future
covenant compliance. For this reason, the
Company continues to adopt the going concern
basis of accounting in preparing the annual
Financial Statements.
Internal Control
Management acknowledged that control
improvements were required entering the
year which were outlined in the Audit and Risk
Committee report in 2021. This was compounded
during the year by the operational disruption
caused by the challenges associated with the
IT system implementation and further control
findings identified during the half year results
review.
As a result, a more thorough review and reset of
the internal control environment was initiated
utilising specialist external resource, reporting
directly to the new Interim CFO, with the remit
to review all aspects of the internal con rol
framework.
RM Assessment
y
Pipeline delays and reduced conversion
in the RM Assessment Division reduces
new business revenues by c90% in
2023 and c80% in 2024. This reduces
revenue growth in the base case down to
contracted positions.
81
81
The Audit and Risk Committee is being updated
regularly with respect to progress related to
remediation activities as well as reviewing
ongoing control improvements identified, and
while progress has been made, these continue
into 2023.
Management, based on the controls review
detailed above, have provided the committee with
assurance that where controls were not designed,
implemented or operating effectively there were
appropriate mitigating actions in place to conclude
that the Financial Statements do not contain
material errors.
This is outlined in more detail in the Audit and Risk
Committee report.
Financial Viability Statement
The financial viability statement is set out on pages
82 to 84.
Emmanuel Walter
Chief Financial Officer
28 March 2023
STRATEGIC REPORT
82
FINANCIAL VIABILITY REPORT
The Directors’ assessment of the Group’s current
financial position is set out in the Chief Financial
Officer’s review on pages 70 to 81.
In accordance with the UK Corporate Governance
Code, in addition to an assessment of going
concern, the Directors have also considered the
prospects of the Group and the Company over a
longer period.
The principal operating subsidiaries of the Group
are RM Educational Resources Limited (the
primary subsidiary through which our Resources
Division operates) and RM Education Limited (the
primary subsidiary through which our Technology
and Assessment Divisions operate). The current
performance of these Divisions is set out in Note 4
of the Financial Statements.
We made a significant investment in our new
automated warehouse and internal IT Platform
programme in 2022, both largely funded by our
debt facilities which are set out in Note 30. Our
Group Treasury team actively manage the cash
flow and funding requirements of the Group
over the financial viability timeframe. Our current
utilisation of our funding facility is summarised in
our going concern review on pages 78 to 81.
We have an established process to assess the
Group’s prospects. The Board undertakes a
detailed assessment of the Group’s strategy on
a regular basis (usually annually) and the output
from this assessment forms the framework for our
medium-term plan which we update annually. Our
medium-term plan comprises cash flows, income
statements and balance sheets.
Our medium-term plan reflects our prospects and
considers the potential impacts of the Principal
Risks and Uncertainties set out on pages 36 to
41. We perform stress tests to assess the potential
impact of combinations of those risks and
uncertainties. The plan also considers mitigating
actions that we may take to reduce the impact
of such risks and uncertainties, and the likely
effectiveness of those mitigating actions.
Period of assessment
The Directors have considered that a period of
three years is an appropriate timeframe to consider
the financial viability of the Company and the
Group for a number of reasons.
The Group operates in the education sector,
providing a range of technological solutions
and services to our customers both in the UK
and Internationally. Whilst in the longer term the
changing nature of technology, government
policies and digitalisation will impact the market
in which RM plc Group operates, changes in the
shorter three-year timespan are likely to be less
severe. A three-year period is also consistent with
the time period over which the Group’s medium-
term financial budgets are prepared.
A longer period of assessment introduces greater
market uncertainty and hence uncertainty in
the viability assessment because the variability
of potential outcomes increases as the periods
considered extends.
83
Viability assessment
The Group has considered the following scenarios for financial viability:
Scenario
Principal
Risk
UK public policy changes
Short term public policy changes in education primarily impacts the transactional nature of
UK schools purchases. A market decline of 10% in FY23, FY24 and FY25 was considered in the
Resources Division.
Public policy
risk
Investment programmes
The investment programme into the automated warehouse and internal IT systems delivered
into the Consortium brand was materially completed at the beginning of 2023. Four of the five
warehouses have been consolidated into the single site distribution centre (Harrier Park) with the
remaining warehouse scheduled to be exited in H1 2025 following the transition of TTS.
A delay in the trading recovery of Consortium in FY23 and challenges associated with the TTS
transition in FY25 are modelled.
Transformation
risk
Supply Chain disruption and cost inflation
RM is reliant on the cross-border movement of goods which have been affected the impact on
supply chains of the COVID-19 pandemic and Ukraine conflict. RM also has some key suppliers
where changes in their pricing position could impact operating margins.
The impact on profitability of likely supply chain disruption across Divisions and inflation impacts
across key suppliers was considered. We have also reflected the latest contractual positions
following changes in 2022 such as a new freight forwarder contract. Where the cost of supply is
in foreign currency and unhedged (The Group’s policy is to hedge its exposure for the following
12 months at any point) the impact of negative fluctuations in the relevant exchange rates and
therefore on margins has been modelled.
Operational
execution
Business Transition
The Group outlined a transition programme which was started in 2022 to improve the
operating structure and reduce costs to improve operating efficiency and manage the volatile
macroeconomic environment. A scenario has been considered where this is not delivered as
planned and benefits are delayed or not delivered.
Transformation
risk
Growth targets
The medium-term plan has a number of assumptions in respect to new business wins and revenue
growth. The impacts of a material reduction in these were modelled as follows:
y
RM Assessment - 90% reduction in new contract revenue in FY23 and 80% reduction in FY24/25
y
RM Technology - No new contract revenue in FY23 or FY24 and a reduction in budgeted
increases in FY25
y
RM Resources – A 50% reduction in planned revenue growth in International in FY23, FY24 and FY25
Strategic risk
Proposed sale of RM Integris and RM Finance
RM announced the proposed sale of the RM Integris and RM Finance businesses in FY22. There
is an element of the proceeds which is contingent on the Competition and Markets Authority
approval. The scenario where this was not approved and the £4m contingent amounts was not
received has been modelled.
Transformation
risk
Business continuity
Over the last few years there is increasing legislation and compliance requirements continue to
increase. A breach of GDPR compliance and associated costs are modelled.
A major incident to our main Resources warehouse was considered net of insurance coverage.
Data and
business
continuity risk
STRATEGIC REPORT
84
The impact of the above scenarios was considered
individually and in combination. Where the timing
is unknown, the scenario was assumed to have
occurred in FY23 when the Group sensitivity
is greatest.
While the Board believes that all reasonable worst
case downside scenarios occurring together is
highly unlikely, under these combined scenarios
and if management took no mitigating action in
response the Group would have a liquidity breach
in September 2024, but would have not other
breaches within the assessment window.
The Board has also considered a number of
mitigating actions which could be enacted, if
necessary, to ensure that reasonable headroom
against the facility is maintained in all cases
and the Group complies with covenants. These
mitigating actions are expected to have little to no
implications to the ongoing business and include:
y
Cost mitigations (such as reduced
uncommitted spend)
y
Non-payment of discretionary bonuses
y
No reinstatement of dividend payments in
the assessment timeframe
y
Further sales of internet protocol v4 (IPv4)
addresses
The bank facility was recently extended and
is committed until July 2025. The Board is
satisfied that there are several other financing
options or access to capital that could be put in
place to maintain liquidity headroom over the
financial viability period and that there would
be adequate time to complete negotiation of
such arrangements and the viability statement is
dependent on a facility being available.
On this basis, the stress tests indicated that none
of these scenarios, including the combined
scenario, would result in an impact to the Group’s
expected liquidity, solvency or debt covenants
that could not be addressed by mitigating actions
and are therefore not considered threats to the
Group’s viability.
Governance and Assurance
The Board reviews and approves the medium-
term plan on which this Viability Statement is
based. The Board also considers the period of
which it should make its assessment of prospects
and the Viability Statement. The Audit Committee
supports the Board in performing this review.
Details of the Audit Committee’s activity in relation
to the Viability Statement are set out in the Audit
Committee Report on page 108.
The Viability Statement is subject to review by
Deloitte, our external auditor. Their Audit Report is
set out on pages 148 - 161.
Assessment of Viability
The Board has assessed the viability of the
Company over a three-year period to November
2025, taking into account the Company’s current
position and Principal Risks.
Based on that assessment, the Directors have
a reasonable expectation that the Company
will be able to continue in operation and meet
its liabilities as they fall due over the period to
30 November 2025.
85
85
CORPORATE GOVERNANCE
86
BOARD OF DIRECTORS
HELEN STEVENSON
Chair
Helen Stevenson was appointed as Non-Executive
Chairman of RM plc on 16 February 2022. She is
also the Chairman of the Nomination Committee.
Helen, until 31 December 2022, was the Senior
Independent Director of Reach plc, and a Non-
Executive Director of Skipton Building Society.
She remains a Non-Executive Director and Remco
Chair of IG Group Holdings plc. Until recently, she
was also Senior Independent Director of Kin +
Carta plc. Helen was the Chief Marketing Officer
UK at Yell Group plc from 2006 to 2012, including
responsibility for digital product development and,
prior to this, served as Lloyds TSB Group Marketing
Director. She started her career with Mars Inc
where she spent 19 years, working across senior
supply side and demand side roles, culminating in
European Marketing Director. Helen is a Governor
at Wellington College where she is also Chair of the
Wellington College Educational Enterprises Board
and is a member of the Henley Business School
Strategy Board.
MARK COOK
Chief Executive Officer
Mark Cook was appointed as Chief Executive Officer
of RM on 16 January 2023. Mark started his career
as an accountant before moving into consulting at
Xansa plc. In 2010 Mark joined as Group CEO of
Getronics Group where he took the business private
from public ownership under KPN Telecoms NV.
Following a period of growth and transformation
into a global technology digital services business
the business was sold to a U.S. investment
consortium. In 2019 Mark joined Capita plc as CEO
for the People Solutions Division and latterly the
Technology Solutions Division. Mark remains a non-
executive Chairman of Searchlight Consulting.
NEIL MARTIN
Executive Director
Neil Martin stepped down from the role of Chief
Executive on 16 January 2023 having been initially
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appointed in on 1 March 2021. He will remain
a Director of the Board until 17 March 2023.
He was the Chief Financial Officer of RM from
28 September 2015. Prior to joining RM, he was
CFO for UK and Ireland for the Adecco Group,
the leading provider of HR solutions listed on the
Swiss Stock Exchange. He was CFO at the UK
listed, IT staffing company, Spring plc, until it was
acquired by Adecco in 2009. He started his career
by spending seven years at Exxon Mobil. Neil is a
Chartered Management Accountant (CIMA).
CHARLES BLIGH
Non-Executive Director
Charles Bligh joined the Board on 2 July 2021
as a Non-Executive Director. He is currently the
Chief Executive Officer at Restore plc and was
appointed to this position in April 2019. He was
previously Chief Operating Officer and main Board
Director at TalkTalk Telecom Group plc, which he
joined in 2011. He previously spent 20 years at IBM
Corporation in various countries, culminating in his
role as Vice President, Commercial Sector in UK
and Ireland.
PAUL DEAN
Independent Non-Executive Director
Paul Dean joined the Board on 4 February 2020
as a Non-Executive Director and Chairman of the
Audit and Risk Committee. He was previously the
Non-Executive Director and Chair of the Audit and
Risk Committee of Wincanton plc and Focusrite
plc, the Senior Independent Director and Chair of
the Audit and Risk Committee at Porvair plc and
Polypipe plc. He was the Group Finance Director
of Ultra-Electronics plc from 2008 to 2013 and
Group Finance Director of Foseco plc from
2005 to 2008. Paul is a Chartered Management
Accountant. Paul will be retiring from the Board
ahead of the 2023 AGM and will be replaced as
Chair of the Audit and Risk Committee following
publication of the FY2022 results.
87
Audit and Risk Committee Member
Remuneration Committee Member
Nomination Committee Member
ESG Committee Member
Committee membership as at the date of
this report.
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RICHARD SMOTHERS
Independent Non-Executive Director
Richard Smothers joined the Board on 3 January
2023 as a Non-Executive Director and became
Chairman of the Audit and Risk Committee on
29 March. He is currently the Chief Financial
Officer at Greene King Limited and was appointed
to this position in 2017. Prior to this he was
Chief Financial Officer at Mothercare plc and
held a number of senior roles at Rexam plc,
Tesco plc and Cargill Inc. Richard is a Chartered
Management Accountant.
VICKY GRIFFITHS
Independent Non-Executive Director
Vicky Griffiths joined the Board on 1 July 2020 as
a Non-Executive Director. She spent five years as a
teacher of Maths and Economics at both primary
and secondary level and currently sits on the board
of multi-academy trust, Bellevue Place Education
Trust. She trained at Bain and Company and was
responsible for operational and business risk at
Brevan Howard Asset Management. She is now
a Partner at executive search firm, Independent
Search Partnership. She is a Non-Executive
Director at GB Bank, as well as Senior Independent
Director of the British Olympic Foundation, a
Trustee of Vincent’s Club at Oxford University and
she sits on the Main Committee of the MCC at
Lords. Vicky is Chair of the ESG Committee.
PATRICK MARTELL
Senior Independent Director
Patrick Martell joined the Board on 1 January 2014
as a Non-Executive Director and was appointed
Chairman of the Remuneration Committee
on 19 March 2014. He is the nominated Non-
Executive Director for workforce engagement.
He is currently Group Chief Operating Officer
and Chief Executive of the Informa Intelligence
Division of Informa plc. He was previously the
Group CEO of St Ives plc, having joined in 1980.
He was appointed to the Board of St Ives plc on
1 August 2003 and held the position of Managing
Director, Media Products and Managing Director,
UK Operations from 2006 to 2009, at which point
he was appointed Group CEO.
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CORPORATE GOVERNANCE
88
CORPORATE GOVERNANCE REPORT
Introduction from the Chair
As Chair, I am responsible for ensuring that the Company has high standards of corporate governance.
In respect of the year ended 30 November 2022, RM plc was subject to the UK Corporate Governance
Code 2018 (‘Code’), which was published by the Financial Reporting Council in July 2018 (available at
www.frc.org.uk). The Board aims for the Group to meet and exceed the standards of the Code and to foster a
culture of open and honest communication and constructive challenge throughout the organisation. There is
a governance structure of checks and balances, a proper division of responsibilities and active consideration
given to all relevant stakeholders. The Board sees this as a positive contributor to effective business operations.
This Corporate Governance Report incorporates the relevant sections of the reports of the Board Committees.
It summarises how the provisions of the Code have been applied and how the Board and Board Committees
have fulfilled their responsibilities during the year. It sets out how RM’s approach to corporate governance
supports the Company’s strategy, the Board and its Committees’ key focus areas during the year.
Governance
On behalf of the Board, I confirm that the Company has applied the principles and complied with the provisions
of the Code throughout the 12 month period ended 30 November 2022. This includes addressing two areas
identified in the prior year report where the Company had not complied, namely in the case of provisions:
y
40 insofar as views were not sought from shareholders and the workforce on remuneration and
y
41 insofar as we had not engaged with shareholders on remuneration nor engaged with the workforce to
explain how executive remuneration aligns with wider Company pay policy
The Chair of the Remuneration Committee and the Chief People Officer held a meeting with the employee
engagement group to discuss the role of the Remuneration Committee, RM’s policy and practice and executive
remuneration (Page 99).
I also led a programme of shareholder consultation where I had regular interaction with shareholders including
remuneration topics. We are between formal policy consultations and so, in the absence of any changes to/
departures from the approved remuneration policy, this is an appropriate level of engagement on these issues
and more formal consultations will happen at the forthcoming policy review.
The table below sets out where the relevant content on the application of the Code’s principles can be found in
this Annual Report.
Composition
With effect from 16 February 2022, I was appointed as Chair of the Board of Directors. In addition, Emmanuel
Walter was appointed as interim Chief Financial Officer replacing Mark Berry who resigned as an Executive
Director and Chief Financial Officer with effect from 15 August 2022. For further information on how the Board
managed succession during the past year, see the Nomination Committee Report.
Effectiveness
During the year the Board dealt with a number of topics that required additional time and engagement
including the challenges of the new internal IT systems for Consortium and the impact this has had on the
financial performance of the Company. The Board has performed well and this was reflected in the feedback
during the Board evaluation this year. Further information is contained in this Corporate Governance Report.
89
Stakeholders
RM believes strongly that the long-term success of the Company is linked to ensuring accountability,
transparency and fairness in dealings with stakeholders. The relationships the business has with other
stakeholders has also been important, particularly given the impact of results on the share price this year. The
strength of the Company’s relationship with its suppliers has helped the business to continue to provide goods
and services to RM’s customers despite the issues caused by the difficulties of the freight industry and problems
resulting from the launch of the new internal IT system for Consortium. You can read more about RM’s
engagement with shareholders on page 99.
Helen Stevenson
Non-Executive Chair
28 March 2023
1. Board Leadership and Company Purpose
Section and Page
A: Leadership, long-term success, value generation and
societal contribution
Purpose, Values and Culture (6-7)
Throughout the Sustainability Report (42-48), Corporate
Governance Report (88-103) and Remuneration
Committee Report (118-139) there are descriptions of
how the long-term sustainable success of the Company
and its contribution to wider society is promoted and
shareholder value generated
B: Purpose, values, strategy and culture
Purpose, Values and Culture (6-7)
Purpose and Culture (6)
Major Activities of the Nomination Committee (104-107)
C: Resources and controls
Resources (17)
KPIs (25)
Managing our Risks (34)
Internal Controls (102)
Review of Risk Management (34-41)
D: Stakeholder engagement
Stakeholder Engagement (98-101)
Section 172(1) Statement (32)
E: Workforce policies and practices
Remuneration Policy and Stakeholder Engagement (123)
Whistleblowing (69)
Employee Stakeholder Engagement (98-99)
CORPORATE GOVERNANCE
90
2. Division of Responsibilities
F: The Chair
Board of Directors (91)
Roles (87)
Board Evaluation (95)
G: Board composition and division of responsibilities
Board of Directors, Board Committees (94, 91)
Roles (87)
Directors’ Conflicts of Interest and Independence (96)
H: Role and time commitment of Non-Executive
Directors
Board of Directors (91)
Board Attendance (94)
Committee Attendance (104, 108, 119 and 140)
Roles (87)
Directors’ Conflicts of Interest and Independence (96)
I: Board function and the Company Secretary
Board of Directors (91)
3. Composition, Succession and Evaluation
Section and Page
J: Board appointments and succession planning
Nomination Committee Report (104)
Board Diversity and Inclusion Policy (96)
K: Board and committee skills, experience and
knowledge
Board Tenure (94)
Board Composition (88)
L: Board evaluation
Board Evaluation (95)
4. Audit, Risk and Internal Control
M: Internal and external audit independence and
effectiveness
Internal Controls (102)
Audit and Risk Committee Report (108)
N: Fair, balanced and understandable assessment of
position and prospects
Statement of Directors’ Responsibilities (143)
O: Risk management, internal control framework and
principal risks
Managing our Risks (34)
Principal Risks and Uncertainties (36)
Internal Controls (102)
5. Remuneration
P: Remuneration policies and practices
Remuneration Committee Report (123)
Q: Executive remuneration
Remuneration Committee Report (118-139)
Remuneration Policy, Stakeholder Engagement (123-125)
R: Independent judgement and discretion in
remuneration outcomes
Discretion (127)
91
Board of Directors
The Board consists of the Chief Executive Officer,
Chief Financial Officer and five Non-Executive
Directors including the Chair, although since the
resignation of Mark Berry as a Director, Emmanuel
Walter, the interim CFO has not been appointed as
an Executive Director. The Chair was considered
independent on appointment. The Board considers
Paul Dean, Vicky Griffiths, Patrick Martell and
Richard Smothers (appointed on 3 January 2023
and will replace Paul Dean following the publication
of results), to be independent of the management
of the Company and free from any business or
other relationship which could materially interfere
with the exercise of their independent judgement
(see further discussion in the Directors’ Conflict
of Interests and Independence section below).
The Directors bring to the Board a wide range
of financial and business skills and extensive
experience and knowledge suited to the nature of
the Company.
The Board of Directors meets regularly on a formal
basis and holds additional ad hoc meetings as
necessary to review strategic, operational and
financial matters, including proposed acquisitions
and divestments. It has a formal schedule of
matters reserved to it for decision-making. Those
matters include the approval of interim and annual
Financial Statements, the annual budget, significant
Stock Exchange announcements, significant
contracts and capital investment. It also reviews
the effectiveness of the internal control systems
and principal risks of the Group. The Chair holds
meetings with the Non-Executive Directors without
the Executive Directors present in circumstances
where it is considered appropriate to do so.
A forward agenda for the Board is maintained
to ensure that all necessary and appropriate
matters are covered during the year. The Board
was alerted mid-year to weakness in some of the
financial controls and is pleased that management
remediation of these has led to a marked
improvement. As part of the Board pack prepared
for each regular meeting, the Board receives
monthly management accounts and operational
reports from the CEO, CFO and General Counsel
and reports from other members of the Executive
and the Group. The Board is also provided with
specific reports on key areas and projects and
informed of any key developments or issues that
require their consideration. These reports and
updates cover a wide range of matters in order to
ensure that policy, practices and behaviour in the
Group are aligned with the Company’s purpose,
values and strategy and any issues that may give
rise to concerns are brought to the attention of the
Board. During the year, reports were presented on
various matters including regular updates on the
delivery of the new internal IT systems, proposals
to manage freight costs, shareholder feedback
and the disposal of the RM Integris and Finance
business. Further information on other reports it
received are in the Stakeholder Engagement report
below. The Board requests further information
on any matter that they consider relevant, which
may include ongoing updates, assurance as to
the proposed actions to resolve such matters and
information on corrective actions taken. This year
this has included a review of trading relationships
in Russia and Belarus following the initiation of
the Ukraine conflict, improvements to the control
environment following the interim audit review and
information on property damage incidents.
Any concerns about the operation of the Board or
the management of the Company that cannot be
resolved are recorded in the Board minutes.
All Directors have access to the advice and
services of the Company Secretary, and all the
Directors are able to take independent professional
advice, if necessary, at the Company’s expense.
All Directors are appointed for a defined term
subject to annual re-election by shareholders at
each Annual General Meeting.
Board Committees
The Board has delegated authority to four
Committees: Audit and Risk, Remuneration,
Nomination and Environment, Social and
Governance (ESG) Committee. The ESG
Committee was constituted this year and the
Audit and Risk Committee was reconstituted as
the Audit and Risk Committee. The Executive
Directors are not members of these Committees.
The Terms of Reference for each Committee
setting out their responsibilities are available at
rmplc.com. For each Committee, information on
their composition and activities is provided in the
respective Committee reports.
CORPORATE GOVERNANCE
92
The Board
The Board is collectively responsible for
the sustainable long-term success of the
Group. The key roles of the Board are:
y
Setting the strategic direction of the
Group to promote the long-term
sustainable success of the Company,
generate value for shareholders and
contribute to wider society
y
Overseeing implementation of the
strategy and ensuring that the Group
is suitably resourced to achieve its
objectives and effectively engages
with stakeholders
y
Overall responsibility for the
management of risk and for reviewing
the effectiveness of the framework for
internal control and risk management
Chair
y
Responsible for overall leadership and
governance of the Board, effective
contribution from NEDs and ensures
constructive relations between Executive
and NEDs
y
Sets the agenda, ensures adequate time is
available for discussion of agenda items,
promotes a culture of openness and debate at
Board meetings and ensures Directors receive
accurate, timely and clear information
y
Provides support and advice to the CEO
y
Ensures effective communications with
shareholders
Senior Independent Director
y
Deputises for the Chair and acts as
intermediary for other Directors, if needed
y
Meets with the NEDs, without the Chair
present when considered appropriate, and
leads the appraisal of the Chair’s performance
y
Available to respond to shareholder concerns
if not resolved through the normal channels
Non-Executive Directors (NEDs)
y
Share full responsibility for the execution the
Board’s duties
y
Scrutinise and constructively challenge
strategic proposals and hold management to
account
y
Offer specialist advice and strategic guidance
y
Monitor the performance of management on
an ongoing basis
93
Group Chief Executive
(CEO)
y
Responsible for the executive
leadership of the Group as a whole
and delivering the strategic and
commercial objectives agreed by the
Board
y
Leads the Executive management
team
y
Maintenance and protection of the
Group’s reputation
y
Ensures the affairs of the Group are
conducted with the highest standards
of integrity
y
Builds positive relationships with the
Group’s stakeholders
Audit and Risk Committee
y
Oversees and monitors the Group’s Financial
Statements, accounting processes and audits
(internal and external)
y
Ensures that risks are identified and assessed,
and that sound systems of risk management
and internal control are in place
y
Ensure that the internal audit function has the
resources to perform its function and review
audit plans
y
Reviews matters relating to fraud and
whistleblowing reports
Remuneration Committee
y
Reviews and recommends the framework and
policy for the remuneration of the Executive
Directors and senior executives
y
Reviews workforce remuneration and related
policies
y
Considers how the remuneration policy
supports the business strategy of the Group
Nomination Committee
y
Reviews the structure, size and composition of
the Board and its Committees
y
Identifies and nominates suitable executive
candidates to be appointed to the Board
y
Considers wider aspects of succession
planning
ESG Committee
y
Oversight of the ESG strategy and ensure that
it is fit for purpose
y
Monitor progress against the ESG strategy and
performance against targets
y
Review ESG risks that have been identified and
mitigating actions
CORPORATE GOVERNANCE
94
Board Attendance
The Board has 11 scheduled meetings a year. A record of attendance for each Director is set out in the table
below. Additionally, ad hoc meetings were held by the Board during 2022, topics discussed included the sale of
the RM Integris and RM Finance businesses, the status of the roll-out of the Consortium IT system, the financial
performance and forecast, net debt and cash flow forecasts, extension of the bank financing facility and
covenant positions and, timing of release of the 2022 interim results, Board meetings were mostly held face-to-
face. The Board also approved a number of matters during the year by written resolution.
All Directors received papers for all meetings in advance. When a Director was unable to attend a meeting, they
were given the opportunity to provide comments. Patrick Martell was not able to attend one meeting due to a
work conflict.
The Board ensures that, on appointment and thereafter, all Directors have sufficient time to carry out
their duties.
No Director should undertake additional appointments without the prior approval of the Board. No significant
appointments have been undertaken by a Director in the year ended 30 November 2022.
Board Tenure
Details of the tenure of the members of the Board as at the date of this report are set out in the table below.
Board Meetings
No. of meetings held in the period/
Eligible to attend
Helen Stevenson (from 16 February 2022)
9/9
John Poulter (until 16 February 2022)
2/2
Mark Berry (until 15 August 2022)
7/7
Charles Bligh
11/11
Paul Dean
11/11
Vicky Griffiths
11/11
Patrick Martell
10/11
Neil Martin
11/11
Tenure
Percentage of Board
0-2 years
42%
2-5 years
29%
5+ years
29%
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Induction
All Directors receive an induction on joining the
Board. Helen Stevenson joined the Board this
year and met with all Board Directors, members
of the Executive and other relevant employees
individually. She received comprehensive resources
on Board activities and Company documents such
as Committee Terms of Reference, Delegation of
Authority and Group structure. She had business
review sessions with each of the Business Unit
senior teams and also visited the new distribution
centre at Harrier Park and met with members of
the RM Resources Division.
Board Evaluation
The performance of the Board, each Board
Committee and each Director is reviewed
on an annual basis. All Directors were sent a
questionnaire to gather their views across a
number of areas including:
y
the role of the Board and oversight;
y
composition, process and structure;
y
meetings and debate; and
y
each of the Committees.
The feedback from this questionnaire was shared
and reviewed at a meeting in November 2022.
The principles and provisions of the Code and
Guidance on Board Effectiveness were covered.
The performance of the:
y
Chair was assessed by the Non-Executive
Directors, led by the Senior Independent
Director;
y
Chief Executive Officer was assessed by the
Chair, in consultation with the other Non-
Executive Directors; and
y
Chief Financial Officer was assessed by the
Chief Executive Officer, in consultation with
the Chair and other Non-Executive Directors.
As a result of these reviews, it is considered
that the performance of each of the Directors
continues to be effective and that each Director
demonstrates sufficient commitment to their
role, enhances the collective effectiveness of the
Board, acts with integrity, leads by example and
promotes the desired culture. Communication
during the year was felt to have continued to be
good and debates were constructive, candid,
open and supportive Relationships between
Directors were considered to be positive with a
collaborative Board culture and members worked
together to meet objectives. The Board reviewed
its composition and diversity.
The Committees were also reviewed and overall
were felt to function well. The Chair is highly
regarded by other Directors and it was felt that
engagement with Shareholders had improved
and the right Board structure was actively being
developed.
A number of practical suggestions were made with
regard to:
y
ensuring that there was a continuing focus on
all stakeholders and on risk;
y
more regular reviews with the Executive Team
members in order to give the Board greater
visibility of progress in the business;
y
engaging an external remuneration adviser
to support the work of the Remuneration
Committee; and
y
continuing the work on succession planning
for Board and senior management.
The improvements suggested in the Board
evaluation last year on the running of meetings
were felt to have been implemented, specifically:
y
The scheduled Board meetings were almost all
held face to face;
y
The ESG Committee was set up to enable
greater discussion on climate and sustainability
plans and strategies for the Company; and
y
Updates were given on the competitive
marketplace for each Division to help ensure
a common understanding of the complexity
and landscape in which the Divisions compete
although this was curtailed with the focus on
the wider business performance issues during
the year.
An external facilitated Board evaluation was
considered but it was felt it would not be useful
given the appointment of a new Chair this year.
This would be reviewed again next year.
CORPORATE GOVERNANCE
96
Executive Committee
The Executive Committee is chaired by the Chief
Executive Officer. The Executive Committee
comprises the Chief Executive Officer, Chief
Financial Officer and other senior managers within
the Group. The Executive Committee normally
meets on a monthly basis to discuss policy and
operational issues. Those issues outside the
Executive Committee’s delegated authority levels
set by the Board are referred to the Board for its
decision. All Non-Executive Directors are invited to
attend the Executive Committee meetings.
Directors’ Conflicts of Interests
and Independence
There are procedures in place to identify, authorise
and manage any conflict of interest of any Director
with those of the Company. These procedures
have operated effectively during the year.
Charles Bligh is the CEO of Restore plc, which
is a supplier to RM of scanning and associated
services. The Board believes that, since his
appointment, Charles has constructively
challenged matters that come before the Board
and the Nomination Committee, and effectively
holds management to account. Charles is not a
member of the Audit and Risk Committee and
stepped down from the Remuneration Committee
on 5 April 2022. Accordingly, the Board is satisfied
that Charles remains a valuable member of the
Board but is not considered independent.
Charles was not involved in any discussions
relating to the use of Restore plc or that
specifically affected Restore’s relationship with RM.
There were no other conflicts of interest identified.
None of the independent Non-Executive Directors
nor the Chair have any personal financial interest
in the Company other than through fees received
or as a shareholder. They are not involved in the
day-to-day running of the business and have
no personal conflicts of interest which could
materially interfere with the exercise of their
independent judgement.
ESG
See the various sections covering environmental,
social and governance matters in the Company’s
Sustainability Report on pages 42 to 69.
Board Diversity and Inclusion
Policy
The Board is committed to ensuring appointments
to the Board promote diversity and an inclusive
culture so that it has the range of perspectives,
experiences and backgrounds necessary to
support good decision making. The Board is
committed to meet the FCA targets on diversity
by end of November 2023 through succession
planning. Diversity and inclusion are embraced at
all levels in RM and are reflected in the Company’s
culture and values which will help deliver RM’s
strategic objectives.
96
CORPORATE GOVERNANCE
97
The Board recognises the following objectives:
Further information including diversity statistics is in the Sustainability Report on pags 63-65.
Purpose and Culture
The Board is responsible for the Company’s purpose, values and strategy and for satisfying itself that these and
its culture are aligned. The Board monitors this in various ways:
y
The reviews presented at each Board meeting highlight matters that show how the Company is pursuing
its purpose and are indicators of the health of the Company’s culture. This includes metrics and updates
on workforce matters including figures on workforce changes and feedback from workforce engagement,
details of whistleblowing reports, health and safety statistics on incidents and performance updates, legal
compliance activities, and reports on any regulatory matters and disputes that have arisen.
y
Patrick Martell met with representatives of the employee group RM Advocates to discuss employee views
on Executive remuneration.
y
The Audit and Risk Committee receives reports from internal audits of procedure and practices across the
Company providing alerts to issues that could threaten the Company’s culture.
y
The Remuneration Committee reviews workforce remuneration policies and practices and assesses their
alignment with the culture and strategy of the Company. Gender pay reports are reviewed annually to
ensure these are consistent with the Company’s values.
y
The Nomination Committee considers the Group’s diversity and inclusion strategy, practices and progress
to ensure it reflects the Company’s values.
Objectives
Action taken
Aim to achieve:
i.
female members representing 40% of the total
Board membership; and
ii.
at least one senior Board position is held by a
woman; and
iii.
at least one member of the Board is from a
non-white ethnic minority background.
Currently female Board members comprise of 33% of the
Board which has improved compared to the previous year,
which was 14%.
The position of Chair is held by a woman.
Currently, there is no Board member from a non-white ethnic
minority background.
Diversity has been and will continue to be an area of focus in
future Director searches.
A focus on diversity in succession planning and
when seeking to make Board level appointments.
Diversity was a key consideration in each of the appointments
made this year.
To consider composition and diversity as part of its
review of effectiveness in the Board evaluation.
These matters were considered in the 2022 Board evaluation.
To make key diversity and inclusion information
about the Board, senior management and its wider
employment population available in the Annual
Report.
Data on diversity within RM is shown on pages 64 to 65.
Whilst in previous years there has been an increase in the
number of female senior managers across the business, for the
year ending 30 November 2022, gender diversity has remained
stable. The gender diversity at Executive Committee and within
senior management is expected to improve in the current year
due to changes already implemented.
Wider diversity data is collected on a voluntary basis and where
individuals consent to us doing so and this is reflected in the
first ethnicity reporting shared on page 65.
CORPORATE GOVERNANCE
98
Stakeholder Engagement
Engagement with the Company’s key stakeholders
is vital to building a business that provides
valued products and services to its customers,
that employees are proud to be part of and that
rewards shareholders.
The Board takes steps to understand the priorities
and needs of stakeholders when setting the
Company’s strategy and when making decisions
that are most likely to promote the long-term
sustainable success of the Company for the
benefit of its members as a whole. In doing so,
the Board has had regard to the matters set out in
section 172 of the Companies Act 2006.
Examples of some of the principal decisions taken
by the Board during the year are set out below:
Customers
Customers are central in setting the strategy and
direction for the Company and this is reflected in
the strategic objectives to ‘Reach more customers’
and ‘Improve share of customer spend’. The
Company is in regular contact with its customers
and strives to better understand their expectations
about the products and services that will help
customers deliver their educational objectives.
This includes the range of products and services
RM provides to support teachers in the classroom
and the development of examination and
assessment software that improves the efficiency
and effectiveness of learner assessment. The
Board regularly discusses any issues arising in
relation to the Company’s key customers, the
services it provides to them and future changes
to those relationships. This year, this has included
the impact on Consortium customers regarding
the shipment delays following the challenges
associated with the IT implementation, the impact
of higher price increases reflecting the higher
inflationary environment and feedback from
customers related to the strategic changes to
some of the Company’s go-to-market messaging
notably around the use of customer maturity
models related to the use of technology. The
Board further receives regular updates on new
customer wins, significant tender process updates,
customer complaints and approves all major
new contracts.
RM Assessment has initiated a focus on exam
malpractice following the growth in digital
assessment with a security profile health check
and also launched a solution for collusion
detection which is a fast growing and well
recognised form of malpractice. RM Resources
launched new products including the Oti-Bot
humanoid cross-curricular programmable learning
companion robot and the Early Years Immersive
Projector which is a rechargeable dome that
enables child-led learning and enables children
to experiment, explore and discover through the
magic of shape, light and play. RM Technology
launched a Trust Advisory Committee where
leaders of multi academy trusts meet to discuss
technology strategy, current focus areas such as
cyber security and data strategies and provide
feedback to the Division on upcoming products
and development roadmaps.
To ensure that the business continues to
understand the changing needs of its customers,
the Company undertakes regular UK and global
independent market research studies with its
customers and others. This helps the business
understand customer needs, informs RM’s product
development teams of market demands and
requirements and improves the Company’s ability
to communicate the benefits of RM’s products and
services to its customers.
Employees
The Board considers workforce treatment and
engagement as an issue of core importance and
as key to achieving its strategic objective to ‘Attract
and retain talent’. A number of processes have
been put in place to assist the Board in monitoring
such matters outlined below and in the Workforce
section on pages 44 to 46.
People at all levels of the organisation are invited
to monthly business unit briefings and regular
senior leader catch-up sessions which also
cover financial updates and other important
matters. Employees are given the chance to ask
questions and share their views on the business
at these meetings and through staff surveys. In
addition, a new employee group was established
called the RM Advocates where approximately
20 employees regularly meet to look at ways
to improve employee engagement responding
to all employee feedback surveys. The two key
99
objectives were to create excitement, pride and a
clear understanding in the Company direction and
improve communication and collaboration across
the Group.
A new code of business conduct was launched to
employees to ensure that all relevant policies and
procedures were in a consistent and user-friendly
format and located in one, easily accessible
location.
Patrick Martell is the designated Non-Executive
Director for workplace engagement. He was
appointed as the Board felt this was the best
approach to engage with different parts of the
workforce, in order to provide feedback to
the Board from employees and this has been
found to have been successful. In addition, he
was appointed in this role as it was felt that the
longevity of his tenure as a Non-Executive Director
and his position as Chair of the Remuneration
Committee and Senior Independent Director
would be helpful. In this role, Patrick has met
with groups of employees in various formats
including the RM Advocates Group and the Senior
Leadership Team to hear about and discuss their
experiences of working at RM. He also held a
specific meeting with the RM Advocates and
the Chief People Officer to discuss Executive
remuneration. Patrick is supported by HR in the
preparation for these meetings and in putting
the agenda together. Patrick reports back to the
Board on the outcome of these discussions to
help provide an insight into employee challenges,
views and priorities. This feedback has been helpful
in Board discussions and decision-making in
connection with the workforce as well as strategic
business planning.
As part of the onboarding of the new Chair, Helen
Stevenson, she has met all the senior leadership
teams on regular occasions to better understand
the strategy and operations of the business and
also establish a clear and open two-way dialogue.
The health and safety of employees is of
paramount importance to the Board. The Board
receives quarterly reports on health and safety
which cover key measures taken and details of
material incidents and trends. Updates on the
health and safety processes at the new distribution
centre at Harrier Park have been regularly provided
to the Board. The Board has also been keen to
understand how health and safety measures have
been maintained at the distribution centres that are
closing down.
A number of initiatives that were established during
the pandemic have been maintained and continue
to prove valuable as part of prioritising the wellbeing
of employees such as the Mental Health Network.
This is a group of Mental Health First Aiders and
Champions who are available to all employees for a
confidential conversation about how they are feeling
and to direct them to further help and support as
necessary. Weekly wellbeing and mental health
virtual drop-in sessions were also set up. These are
initiatives led by employees, with the Company’s
support, to help other employees with mental health
issues. There is an online portal with information and
access to online courses to help build resilience. All
employees have access to an Employee Assistance
Programme provided by Aviva which offers access
to a confidential helpline 365 days/24 hours
with online support and guidance, face-to-face
counselling and specialist bereavement counselling
available if required.
Shareholders
The Annual General Meeting is attended by all
Board members and provides an opportunity for
shareholders to ask them questions directly. Each of
the Directors are available to speak with institutional
shareholders on request.
During the year, virtual investor events and results
conference presentations were held by the
Executive Directors to speak to shareholders directly
about RM’s strategy and performance. In order to
maintain dialogue with institutional shareholders, the
Executive Directors offer to speak with shareholders
following interim and final announcements of
results, and otherwise, as appropriate.
Following the appointment of the new Chair, she
has reached out to shareholders and held a number
of introductory meetings. She has also engaged with
shareholders following announcements regarding
the appointments of the new Chief Executive and
Non-Executive Director.
Key shareholder publications include the full and half
year results announcements, trading updates, Board
changes and succession and press releases as well
as information on the RM website.
CORPORATE GOVERNANCE
100
The Board is kept appraised of the views of
major shareholders and market perceptions by
the Executive Directors and Chair respectively.
Following meetings held with shareholders, its
brokers and advisors produce feedback reports
which are shared with the Board. Shareholder
feedback this year has covered performance,
strategy, dividends, Board constitution and
succession and this forms a part of the discussions
at Board meetings. The Company also receives
enquiries from shareholders during the year on
a wide range of subjects which are addressed by
the relevant business executive. The decisions
around dividend distribution to shareholders was
given significant consideration by the Board, taking
into account the differing expectations expressed
by shareholders. The Board also receives regular
updates on shareholder register changes and
analyst communications.
Suppliers and Partners
Regular review meetings are held with strategic
suppliers at least quarterly to review performance
and potential opportunities for improvement in
how both RM and its suppliers work together,
in order to achieve RM’s strategic objective of
‘Operational excellence’. Potential new suppliers
who may offer a sales opportunity for a new
product, additional production options, a new
version of a product or new service, or cost saving
are reviewed for capacity to deliver expected
volumes, quality, innovation, financial solvency,
regulatory compliance and ethical position.
Suppliers are also assessed to identify potential
risks through the lifecycle of a contract and to
highlight those suppliers in respect of whom
further due diligence is required.
The Resources Division, which handles the
majority of suppliers, requires its suppliers to
accept its Supplier Manual and to commit to
labour practices such as:
y
no child labour;
y
no forced labour;
y
no discrimination in hiring and employment
practices on the basis of race, religion,
ethnicity, gender, age, marital status, sexual
orientation, disability union membership or
political affiliation;
y
fair wages and limits on working hours;
y
humane treatment;
y
freedom of association; and
y
safe working conditions.
RM signed up to a leading ethical trade
membership organisation platform in the
year. Suppliers pay a small annual fee and are
required to complete a self-assessment annually
covering labour, health and safety, ethics and
environment, the responses are then reviewed by
the organisation and a risk rating given across the
four areas. An assessment of countries/sectors
was used to identify any that were higher risk and
these were asked to join the platform as a priority.
The organisation can then also carry out on site
or virtual audits where risks are highlighted and
reviewed on a case-by-case basis. This initiative has
improved supplier engagement, provided greater
visibility on suppliers and accordingly has reduced
risks associated with suppliers.
The Board approves material supply contracts
and were briefed on the tender process and the
different bidders for the new freight provider
and the impact of the persistent supply chain
challenges and elevated costs. RM experienced
challenges with some supplier payments
associated with the IT implementation in
Consortium which delayed some payments.
Regular dialogue was maintained with suppliers to
keep them abreast of the situation and reassure
them regarding payment.
RM worked collaboratively with the lead delivery
partner on the IT implementation programme
and restructured a material element of the
fee structure to reflect a success-based fee
arrangement for the final delivery phase of the
Consortium implementation and wider financial
and operational improvements. This had significant
involvement from the Board and resulted in a
mutually agreeable position.
A review of the impact of the Russia/Ukraine
situation was conducted which resulted in the
suspension of supply to seven customers in Russia
and a detailed piece of work with our supplier
network to ensure that all confirmed that they
comply with UK sanctions. None of RM’s products
were caught by the sanctions and a review of
third-party products sold by RM was also finalised
without issue.
101
In some jurisdictions, RM partners with local
businesses to support local customers and provide
a more locally orientated service. The Company
works closely with such partners to understand the
local market and discuss how RM’s products could
benefit potential customers in that market and
working collaboratively.
Supplier reviews and audits are made to help
ensure RM’s supply chain is not involved in or
connected in any way to modern slavery. The
Board received a report on this and has approved
the Modern Slavery Statement, which is regularly
reviewed and available on the Company’s website:
www.rm.com/anti-slavery
The Board reviews and discusses the six-monthly
payment practices reports for all subsidiaries; the
figures are available to view at Companies House.
Environment/Community
The Company continues to be a trusted and
reliable partner to schools, nurseries and other
educational organisations across the country and
increasingly around the world.
Customer expectations regarding environmental
considerations in connection with the goods and
services RM provides is taken into account and
has led to or influenced some of the initiatives
discussed on pages 44-47 and is therefore
important to the Company’s strategic objectives
to ‘Reach more customers’ and ‘Increase share of
customer spend’.
RM creates substantial social value through the
core purpose to enrich the lives of learners,
through the increased focus on environmental
sustainability and the contribution to the
communities in which we operate. These
communities’ contributions align to supporting
active lives, supporting education and supporting
the environment.
Further information on the activities that RM
and its employees have engaged in over the
year to support communities and in furtherance
of its environmental objectives is set out in the
Sustainability Report.
101
CORPORATE GOVERNANCE
102
Internal Control
The Company maintains a system of internal control which provides reasonable, not absolute assurance against
material misstatements or loss, as it is designed to manage rather than eliminate the risk of failure to achieve
business objectives. We recognise RM operates in a competitive market that can be affected by factors and
events outside its control. Details of the main risks faced by the Group are set out in the “Principal Risks and
Uncertainties” table in the Strategic Report. (Refer to page 36)
The Group established an ongoing process for identifying, evaluating, and managing risks.
The key features of our system of internal control include:
Corporate governance
Our governance framework sets a clear division of responsibilities of the Board
members. A table confirming the extent to which authority is delegated from
the Board to its Executive Directors and operating Divisions is published on the
Company’s intranet.
Financial reviews and planning
A regular review of actual results and variances analysis against prior periods and
forecasts, carried out at the Divisional and Group level. The financial planning
process with an annual budget approved by the Board. The rolling forecasts are
prepared monthly and presented to the Board on a quarterly basis.
Organisational structure
The clear and transparent organisational structure with reporting lines defined
within our HR system.
IT controls
Most financial transactions are recorded and, where required, approved utilising
a system automated workflow. Data transfers between our systems are either
automated or imported with minimal manual intervention to maintain the
integrity of the data.
The inherent internal control weakness is reliance on off system calculation
for revenue recognition for the Assessment Division. We closely monitor these
calculations, including input and output. The calculations of provisions and
adjusting items requiring management judgements and estimates are closely
monitored by Chief Financial Officer and the Audit and Risk Committee.
The Group has established controls and procedures over the security of data
held on the systems, including business continuity arrangements.
Employee engagement
Staff are aware of the delegated authority limits set by the Board and confirm
their understanding of our internal policies which are contained on our Group
intranet and in our Code of Conduct. Staff have six-monthly performance
reviews with any training requirements identified and agreed within six months.
The Group operates a whistleblowing policy which includes access to an
independent helpline for anonymous reporting of concerns (see page 117).
Treasury and tax procedures
Treasury is controlled by the Chief Financial Officer and Treasurer. All transactions
are checked and monitored. All complex or large transactions are discussed in
advance with the Board and Executive Directors.
The tax manager maintains the UK and foreign jurisdiction tax compliance
(except Indian shared services operations) and the tax risk register.
Internal audit
The outsourced internal auditor, Grant Thornton, perform various assurance
reviews as part of the annual Internal Audit Plan which is prepared by the Group
Financial Controller and CFO. The implementation of recommendations arising
from the internal audit reviews are monitored by the Audit and Risk Committee.
103
The Audit and Risk Committee is regularly updated on the internal control effectiveness, remediation plans
and progress made against these plans. Both the Board and the Audit and Risk Committee have reviewed the
operation and effectiveness of this framework of risk management and internal control for the period and up
to the date of approval of the Annual Report. In addition to the Risk Management and Internal Audit quarterly
Board status reports and presentations, the Audit and Risk Committee Chair conducted working meetings with
management to review internal control activities undertaken by management.
Management acknowledges that the level of change in the year uncovered certain control weaknesses and
a requirement to improve the internal control design. This has provided the opportunity for a internal control
reset and a plan has been established to address those areas of internal control that require improvement.
With the exceptions of these areas, the Board and Audit and Risk Committee are satisfied with internal control
effectiveness.
Further details are provided in the Audit and Risk Committee Report on pages 108 to 117.
103
CORPORATE GOVERNANCE
104
NOMINATION COMMITTEE REPORT
On behalf of the Board, I am pleased to present the
Nomination Committee Report for the year ended
30 November 2022.
The Nomination Committee
The Nomination Committee (‘Committee’) operates
under terms of reference approved by the Board.
These can be found on the Group’s website at
www.rmplc.com.
Committee Membership and
Attendance
The Nomination Committee during the year ended
30 November 2022 comprised John Poulter (until
16 February 2022) who was replaced by Helen
Stevenson as Chair (from 16 February 2022), Patrick
Martell, Paul Dean, Vicky Griffiths and Charles Bligh.
The members of the Committee comprise the Non-
Executive Directors and the Chair of the Board.
The other Directors attend meetings as and when
required and by invitation.
The Nomination Committee held four scheduled
meetings during the period and several ad hoc
meetings. Attendance is set out below. The
Committee also approved a number of matters
during the year by written resolution.
While the Chair chairs the Nomination Committee,
the Senior Independent Director did so when the
Committee was dealing with the appointment of a
new Chair.
No. of meetings
held in the period/
Eligible to attend
John Poulter (until 16
February 2022)
1/1
Helen Stevenson (from
16 February 2022)
3/3
Charles Bligh
4/4
Paul Dean
4/4
Vicky Griffiths
4/4
Patrick Martell
3/4
Roles and Responsibilities
The Nomination Committee is responsible
for leading the process for Board
appointments, ensuring that plans are in
place for orderly succession to both the
Board and the Executive and overseeing
the development of a diverse pipeline for
succession.
The Committee’s responsibilities include:
Board composition
Evaluating the size, structure and
composition (including the balance
of skills, experience, knowledge,
independence and diversity) of the Board
and making recommendations to the
Board with regard to any changes.
Succession planning
Ongoing succession planning and
appointment procedures for Board and
Executive level appointments.
Appointment process
Leading the process for Board
appointments and making
recommendations to the Board.
Sufficient time
Assessing whether Directors can commit
sufficient time to fulfil their responsibilities.
Diverse pipeline
Overseeing the development of a diverse
pipeline for succession for the Board and
Executive and monitoring the impact of
diversity initiatives across the Company.
Effectiveness
To report to the Board on how it has
discharged its responsibilities.
105
Major Activities of the Nomination Committee
During the year, the following key matters and decisions were considered by the Committee:
y
The recommendation for reappointment at the Annual General Meeting of all Directors based on the
evaluation of the Board and its Committees.
y
The search for a new:
o
Chair which was led by the Senior Independent Director.
o
CEO and Non-Executive Director, which was led by the Chair;
o
Interim CFO, which was led by the CEO;
All members of the Committee were involved in each recruitment process, including the determination of the
required skills, knowledge and experience for each role and offer made to the preferred candidate.
All preferred candidates were interviewed initially by the Director leading the process, then by all members
of the Committee and the other Board members. A thorough due diligence and referencing process was
conducted for the preferred candidate for each role.
Candidates were assessed against the required skills, knowledge and experience determined for each role.
The benefits of diversity, independence and ability to devote sufficient time to carry out the role were also
considered in each process. Executive recruitment search firms engaged for each role were briefed to provide a
diverse range of candidates.
The Committee made recommendations to the Board in respect of each appointment for the Board's approval.
Notwithstanding the above, Neil Martin was not involved in the Committee meetings involving the appointment
of a new CEO and the Board Chair was not involved in the process for the appointment of a new Chair.
The following executive recruitment search firms were engaged as part of the recruitment process:
y
Ridgeway Advisers were engaged for the search of the new Chair and Non-Executive Director
y
H.I.E.C. was engaged for the search for the new CEO; and
y
Odgers were engaged for the search for the new interim CFO; and
Ridgeway Advisers, H.I.E.C and Odgers, do not have any connection with the Company or individual Directors
(other than in relation to similar previous appointments).
The appointment of Helen Stevenson as Non-Executive Chair was effective from 16 February 2022. Helen is
independent on appointment. Amongst the requirements for the role, it was considered important that the
candidate had the ability to support the development and delivery of the Group’s strategy, was enthusiastic
about the Group’s purpose and vision, and could lead the Board and promote the right culture. Helen
brings broad and deep experience as a member of Boards, including of listed companies across a range
of sectors, strong communication skills to further the Company’s stakeholder relationships and relevant
professional experience.
The appointment of Mark Cook as CEO was effective from 16 January 2022. Mark has a strong background
in business process and technology and brings extensive experience in business transformation and creating
shareholder value.
The appointment of Emmanuel Walter as interim CFO was effective from 15 August 2022. Emmanuel is an
experienced Group CFO with experience as the CFO of a listed company and a broad range of finance roles in
large and diverse companies.
CORPORATE GOVERNANCE
106
The appointment of Richard Smothers as an
independent Non-Executive Director was effective
from 3 January 2023. Richard is the CFO of
Greene King Limited and has extensive financial
experience across a range of sectors as well as
experience of being a listed company CFO.
Further details on the skills, knowledge and
experience of each of the new appointments is set
out below and in their biographies on pages 86-87.
A review of succession plans and appointment
procedures, was conducted a number of times
during the year, as the changes to the Board were
planned for and decisions made. In doing so it
assessed the skills, knowledge and experience
that new Board members would be required to
have as the composition of the Board changed
and considered how to achieve the objectives
of the Board Diversity Policy (set out in the
Corporate Governance Report). The Board remains
committed to promoting broader diversity and an
inclusive culture and this was an area of focus in its
succession plans and appointments.
The Board policy for Diversity was reviewed and an
amendment agreed to reflect the new Listing Rule
targets and that the Board is committed to achieve
this by November 2024.
The Board has one Non-Executive Director, Patrick
Martell, who is nearing the ninth anniversary
of his appointment. Patrick is a highly skilled
and additive Board member. The Committee
considered balancing new skills with Board
stability and agreed to extend the term of Patrick’s
appointment as a Non-Executive Director by
one year to 31 December 2023. The Board has
noted that, in discharging his duties over the past
eight years, Patrick has demonstrated role model
independence in his approach and in his thinking.
Accordingly, the Board is satisfied that Patrick
remains independent notwithstanding his tenure.
y
In addition to the changes referred to above,
the Executive team has been strengthened
through the external hire of a new Managing
Director of the Technology Division, a new
Chief People Officer and a new Country
Manager of RM’s India operation.
The Executive considered the adequacy of the
Group’s succession plans, including gender
balance and diversity below the Board. These
plans cover short term absences and longer-
term changes. The Group’s management has
also been strengthened through a number of
external appointments and internal promotions
this year that have maintained diversity. When
search firms are used for such appointments,
they are also briefed to provide a diverse range
of candidates. There is a good gender balance
across these roles (see the Workforce section
in the Sustainability Report on page 64 for
more information).
y
Diversity and inclusion in the workforce
potentially create a better environment
for innovation and service excellence and
achieve the strategic goals. See page 63
of the Sustainability Report for further
information and details of RM’s policy on equal
opportunities and how it supports strategy.
y
Details of the Board evaluation and the
outcomes and actions taken is set out on
page 95.
y
The approval of this Nomination Report for the
year ended 30 November 2022.
107
Board composition
The Board reviews the composition of the Board and the skills, knowledge and experience of its members,
taking into account tenure and diversity. Information on the skills, experience and knowledge of each Director
is set out below and on page 86-87 (Board of Directors). The Committee considers the current Board
membership provides the right mix of skills, knowledge and experience.
Board Skill,
Knowledge and
Experience
Helen
Stevenson
Mark
Cook
Neil
Martin
Charles
Bligh
Paul
Dean
Richard
Smothers
Vicky
Griffiths
Patrick
Martell
Independence
X
X
X
X
X
Governance, Risk &
Regulatory
X
X
X
X
X
X
X
X
Technology
X
X
X
Digital product
management
X
X
Finance
X
X
X
X
CEO & Leadership
Experience
X
X
X
X
Education sector
X
X
X
M&A/Restructuring
X
X
X
X
X
X
X
International
X
X
X
X
X
X
X
Stakeholder/IR/IP
X
X
X
X
X
X
X
Strategy
development
X
X
X
X
X
X
X
X
People
X
X
X
X
X
X
NEDs
Roles
Appointment
Expiry
Appointment
Helen Stevenson
Chair
Chair of Nomination committee
15 February 2025
16 February 2022
Patrick Martell
NED
Chair of Remuneration Committee
Senior Independent Director
Designated HR NED
31 December 2023
1 January 2014
19 March 2014
1 August 2020
3 March 2020
Paul Dean
NED
Chair of Audit and Risk Committee
31 March 2023
4 February 2020
4 February 2020
Richard Smothers
NED
Chair of Audit and Risk Committee (from 29 March)
2 January 2026
3 January 2023
Vicky Griffiths
NED
Chair of the ESG Committee
30 June 2023
1 July 2020
Charles Bligh
NED
1 July 2024
2 July 2021
CORPORATE GOVERNANCE
108
AUDIT AND RISK COMMITTEE REPORT
On behalf of the Board, I am pleased to present the
Audit and Risk Committee Report for the year ended
30 November 2022.
The Audit and Risk Committee
The Audit and Risk Committee (‘Committee’)
operates under terms of reference approved by the
Board. These can be found on the Group’s website at
www.rmplc.com.
Committee Membership and
Attendance
The Audit and Risk Committee during the year
ended 30 November 2022 comprised Paul Dean
FCMA (Chairman), Vicky Griffiths and Patrick Martell,
all of whom were independent Non-Executive
Directors. On 3 January 2023 Richard Smothers was
appointed to the Audit and Risk Committee and will
become Chair of the Committee on 29 March 2023.
The Group considers that Paul Dean and Richard
Smothers have significant recent and relevant
financial experience, as further described in the
Directors’ Biographies section of this Annual Report.
To encourage effective communication, in addition
to the above members, the Board Chairman (John
Poulter and after his resignation, Helen Stevenson),
the CEO (Neil Martin), the CFO (Mark Berry and
after his resignation Emmanuel Walter as interim
CFO), Charles Bligh (Non-Executive Director),
Group Financial Controller (Jo Bridgman) and other
management are invited to attend the Audit and Risk
Committee meetings as appropriate.
The Audit and Risk Committee met 4 times during
the period, attendance is set out below. All of
these meetings were part of the regular schedule
of meetings set out in the Committee’s Terms of
Reference. These meetings are planning around the
Company’s financial calendar.
No. of meetings held in the
period/Eligible to attend
Paul Dean
4/4
Vicky Griffiths
4/4
Patrick Martell
4/4
Roles and Responsibilities
The Audit and Risk Committee is responsible
for carrying out the audit functions as
required by DTR 7.1.3R and assists the Board
in fulfilling its oversight responsibilities in
respect of the Company and the Group.
The Committee’s responsibilities include:
Financial reporting
To review the reporting of financial and
other information to the shareholders of
the Company and to monitor the integrity
of the Financial Statements, including the
application of key judgements and estimates
and to ensure their application is presented
in a fair, balanced and understandable
manner.
Risk management, internal control and
compliance
To review and assess the adequacy of
the systems of internal control and risk
management, and monitor the risk profile of
the business.
Internal audit
To approve the internal audit plan.
Review the effectiveness of the internal
audit function and review all significant
recommendations and ensure they are
addressed appropriately and in a timely
manner.
External audit
To review the effectiveness and objectivity
of the external audit process, assess the
independence of the external auditor and
ensure appropriate policies and procedures
are in place to protect such independence.
Effectiveness
To report to the Board on how it has
discharged its responsibilities.
109
Audit and Risk Committee meetings have
formal agendas, which cover all of the areas of
responsibility set out in the Committee’s Terms
of Reference and also include an evaluation of
the Audit and Risk Committee. These agendas
include meetings with the external auditor
without Executive Directors or managers of the
Company present.
Financial Reporting
Financial statements
The Audit and Risk Committee reviewed the
form and content of the Annual Report and the
interim results prior to their publication to provide
assurance that the disclosure made in the Financial
Statements was properly set in context.
The Audit and Risk Committee reviewed and
considered the following areas:
y
The methods used to account for significant
or unusual transactions where different
approaches are possible.
y
Whether the Group has followed appropriate
accounting standards and made appropriate
estimates and judgements, taking into account
the views of the Company’s auditor.
y
The consistency of, and any changes to,
accounting policies both on a year-on-year
basis and across the Group.
y
The consideration of errors identified in the
prior years and the restatement of financial
information.
y
The clarity of disclosure in the Company’s
financial reports.
y
The supporting assumptions and
considerations behind the adoption of the
statements relating to going concern and
financial viability.
y
The disclosures relating to controls issues
and management’s proposed approach to
remediate these deficiencies.
y
Whether the Company’s financial report is fair,
balanced and understandable.
y
The timetable for publication of the financial
results which aligned with the class 1 circular
for the sale of RM Integris and RM Finance
businesses. A postponement was agreed
with full support from the external auditor
to allow sufficient time for the preparation
of the Financial Statements alongside the
activity associated with the disposal of the
RM Integris and RM Finance businesses and
to allow appropriate mitigating procedures
to be undertaken given the controls findings
detailed below.
As part of this process the Audit and Risk
Committee received reports from the Company’s
management and the external auditor. The
external auditor provided her audit opinion along
with its audit findings that were of significance
in relation to the audit of the annual Financial
Statements and a high-level review of the
interim Financial Statements. The Audit and Risk
Committee reviewed these reports with the
external auditor.
The significant areas of judgements and estimates
identified by the Committee, in conjunction with
management and the external auditor, together
with a number of areas that the Committee
deemed significant are set out below:
Matter considered:
Long-term revenue recognition
(recurring item)
In long-term customer contracts the arrangements
are often complex, particularly with respect to
variable consideration and service performance
measures.
These contracts can involve significant judgements
that may impact the recognition of revenue
including:
y
The identification of performance obligations
included within the contract.
y
The allocation of revenue to performance
obligations including the impact of variable
consideration.
y
The combination of goods and services into a
single performance obligation.
y
The measurement of progress for
performance obligations satisfied over time.
y
The consideration of onerous contract
conditions and associated loss provisions.
For RM there is significant estimate with respect
to the variable revenues based on the number of
exam scripts in a number of key contracts that
determine the transaction price over the life of
the contract.
CORPORATE GOVERNANCE
110
As part of the audit, it was determined that there
was an error in the treatment of cancelled exams
(and the resultant impact on script volumes) in
2020 which meant that the contract revenue
recognised to date was too high in 2020 (see
Note 33). As a result, the opening reserves at 1
December 2020 have been restated but there
is no impact on prior year income statement
comparatives.
Audit and Risk Committee action:
The Audit and Risk Committee received papers
which included regular updates on the key
judgements and estimates arising out of the more
complex and significant contracts in respect
of IFRS15, which in the period have related to
Assessment contracts (including the prior year
adjustment). These estimates and judgements
included reassessing future exam volume
expectations in light of the first year without
significant COVID-19 impacts since 2019, and
the recoverability of IAS38 amounts capitalised
under customers contracts in addition to contract
fulfilment assets. The Committee is also provided
with a regular update on any significant new
contracts throughout the business and the types of
performance obligations and judgements identified
in these contracts.
Outcome:
The revenue recognition policy includes the
disclosure of the significant judgements and
estimates in relation to its application and the
Committee is satisfied that these have been
properly disclosed. The Committee is satisfied
that the disclosures given within the accounts
are sufficient to gain a proper understanding
of the methodology of accounting for revenue
across the Group, including the recognition of
deferred income at the balance sheet date. The
controls associated with revenue recognition will
be enhanced as part of the wider internal control
project (see page 115).
Matter considered:
Revenue recognition on IPv4 Sales
(new item for FY22)
Revenue is recognised with respect of contracts
with customers for an output that is within the
entity’s ordinary activities.
Audit and Risk Committee action:
The Audit Committee receives papers that set out
the revenue/ income recognised with respect of
IPv4 addresses. The Audit Committee is satisfied
that the IPv4 addresses that relate to designated
stock are recognised as revenues (£1.3m) but
those relating to assets originally intended for use
within our Technology business (£2.8m) are other
income. The Audit Committee is also satisfied that
these IPv4 address sales do not impact the future
of the Technology business.
Outcome:
Contracts for the sale of IPv4 addresses from
designated stock have been recognised in revenue
and separately disclosed in the revenue note.
The Contract for the sale of IPv4 addresses from
intangibles assets have been recognised in other
income and as an adjustment to profit.
Matter considered:
Going concern review process
(new item for FY22)
The Audit and Risk committee review and consider
the appropriateness of the preparation of the
accounts on a going concern basis. There was
a focussed prominence on this year’s review as
a result of the lower levels of profitability and
elevated net debt position resulting from the
disruption caused by the IT Implementation
challenges in the year and the timing and process
to amend and extend the banking facility with
revised covenants.
Audit and Risk Committee action:
The audit committee reviewed papers that outlined
a base case forecast with associated cash flows
which was aligned to the previously approved
3-year budget noting latest forecasts. A set of
scenarios were then analysed and assessed and
applied to this forecast to establish a reasonable
worst-case scenario with associated sensitivities
to assess the impact of these scenarios occurring
concurrently. These scenarios considered
situations where the sale of the RM Integris and
RM Finances businesses did and did not proceed.
The resulting cash flows were considered against
the new covenant positions agreed with the facility
lenders for the 12-month outlook period required.
This process was aligned to that considered for
the Class 1 circular associated with the sale of the
RM Integris and RM Finance businesses which was
happening concurrently.
111
Outcome:
The Audit and Risk Committee assessed that
a thorough process had been adopted and
concluded that it could recommend that the
Company can continue to adopt a going concern
basis of accounting in preparing the Financial
Statements.
Matter considered:
Carrying value of goodwill and intangibles
(recurring item)
The Group carries significant asset balances
in respect of goodwill and intangible assets
related to acquisition activity. The Group has also
generated intangible assets primarily associated
with its own IT systems platform programme and
selected customer funded intangible software
development. The IT system intangibles and the
warehouse plant and machinery are assessed in
light of a value in use basis and are integral to the
ability to run the RM Resources CGU. In addition,
the parent Company carries a material balance
of investment in subsidiaries on its Financial
Statements. The impairment assessment requires
the application of judgement concerning future
prospects and forecasts.
This judgement requires an assessment of
Group Weighted Average Cost of Capital and
the expected cash flows of the Group at a CGU
level. The cash flows used in this assessment are
aligned to those presented and approved in the
Group budget process and included in the going
concern assessment.
Audit and Risk Committee action:
The Audit and Risk Committee has reviewed
the robustness of the impairment model and
challenged the appropriateness of assumptions
used to calculate and determine the existence of
impairment.
Outcome:
[The Audit and Risk Committee is satisfied that
no impairment of goodwill or intangibles was
recognised in these statements which is in line
with expectations given the assessment was
based on Board-approved future projections. The
Audit Committee is also satisfied that whilst the
sensitised value in use outcomes have headroom
before impairment would need to be considered.
However as the headroom has reduced since the
prior year, additional disclosures on sensitivity are
included in the Annual Report. To confirm once I
see Dave’s updated paper]
Matter considered:
Deferred tax asset in respect to
accounting losses (new item for FY22)
RM Group has made taxable losses in 2021 and
2022. As taxable profits are forecast in future years
a deferred tax asset has been recognised. Under
IAS12 a deferred tax asset assessment requires
the application of judgement regarding future
prospects and forecasts to support the view that
the asset can be utilised against future profits.
Audit and Risk Committee action:
The Audit and Risk Committee has reviewed
management papers that set out the budgeted
level of future taxable profits through to 2025
based on the budget approved by the Board.
Outcome:
The Audit and Risk Committee is satisfied with
the level of the deferred tax asset recognised.
The Audit and Risk committee has reviewed
the disclosures in the Annual Accounts and are
satisfied that the required level of information
is disclosed.
Matter considered:
Provision for Local Government Pension
Schemes (recurring item)
When RM wins certain schools service contracts,
they sometimes include a requirement to TUPE
employees into RM who are part of a local
government defined benefit pension scheme
and have a potential future liability for any
deficit created resulting from the movement in
the actuarial valuation where this has not been
contractually passed back to the school. This
assessment will occur when RM ceases to be
the participating employer in that scheme when
the last employee in that scheme leaves RM
and a cessation report will be produced which
confirms the asset or liability position. Therefore,
RM calculates an estimate for this liability which is
calculated by reference to actuarial assumptions
as a proxy for an IAS 19 defined benefit calculation.
The provision has historically been held as an
IAS37 provision, but movements are recognised in
other comprehensive income.
CORPORATE GOVERNANCE
112
Audit and Risk Committee action:
The Audit and Risk committee reviewed the
approach taken to estimate the liability movements
based upon the latest available data. This data
includes RM’s own actuarial pension assumptions
such as gilt rates and RPI, the most recent
published actuarial reports from participating
schemes and the most recent cessation
reports produced following RM ceasing to be a
participating employer in a particular scheme.
Outcome:
The Audit and Risk Committee is satisfied that
the estimation of the liability, being nil at year
end, is appropriate and an effective data set has
been used given the challenges of obtaining
timely actuarial data across a large number
of participating schemes. The Audit and Risk
Committee considered the disclosure of the
pension scheme using an IAS37 approach as
opposed to including all participating Schemes as
part of the IAS19 disclosures and is satisfied that
this approach is practical and provides greater
clarity for the reader of the Annual Accounts and
the disclosure in the pension note is sufficient.
Matter considered:
Defined benefit pension scheme valuations
(recurring item)
The measurement of the defined benefit net
surplus in respect of the defined benefit schemes
within the Group is a complex area, relying on
assumptions on inflation, mortality, corporate
bond yields, expectations of returns on assets
amongst other assumptions. There is a risk that
any one assumption could lead to misstatement
of the Group’s liability in respect of these pension
obligations and the pension charge or movement
recognised in the Income Statement or Statement
of Comprehensive Income.
Audit and Risk Committee action:
The Audit and Risk Committee reviewed the
disclosures presented in the Annual Accounts.
These disclosures reference the outcome of
the triennial valuations of two defined benefit
schemes for which the Board were kept informed
through Board reports. They also challenged the
key assumptions and reviewed the sensitivity to
changes in some of the key assumptions and
reviewed where those assumptions lie in the
context of other companies.
Outcome:
The Audit and Risk Committee is satisfied that the
estimation of the Group’s pension liabilities and
the narrative that accompanies them gives the
required level of information for the reader of the
accounts to determine the impact on the Group of
its pension obligations.
Matter considered:
IAS38 Capitalisation of Capital Projects
(recurring item)
The Group has invested in two significant capital
projects, RM’s new automated warehouse (primarily
comprising tangible fixed assets) and the new
ERP solution (comprising intangible assets). These
programmes represent significant cash investment
projects and it is important that only items that meet
the capitalisation criteria are treated as fixed assets,
with appropriate useful economic lives.
Audit and Risk Committee action:
The Audit and Risk Committee has reviewed
management papers that set out the continuing
approach to capitalisation and the adjustments
made in light of the IFRIC interpretation issued
during the prior year. The Audit and Risk Committee
has reviewed the disclosures in the Annual Report.
[Add comments re impairment considerations]
Outcome:
The Audit and Risk Committee is satisfied with the
treatment of capitalised intangibles particularly
with respect to RM’s ERP programme and believes
the disclosures in the Annual Accounts allow the
reader to obtain a good understanding of the nature
of the adjustments made, and to understand the
Group’s revised accounting policy with respect to
capitalisation.
Matter considered:
Adjusting items (recurring item)
The Group reports adjusting items in order to
report underlying financial performance. Adjusting
items are identified by virtue to the size, nature or
incidence at a segment level.
Audit Committee action:
The Audit Committee reviews papers that set out
adjusting items and supporting detail associated
with those adjustments. Items that are new in
year were discussed including, the inclusion of
IPv4 sales as other income (as set out above),
transaction costs associated with agreed disposals
113
and the impairment of part of our capitalised ERP
programme. The dual run costs which relate to our
ERP programme implementation have also been
agreed to be reassessed as underlying business
costs from FY23.
Outcome:
The Audit & Risk Committee is satisfied that
the presentation of adjusting items reflects a
fair reflection of the underlying performance
of the Group and believes the disclosures in
the Annual Accounts allow the reader to obtain
a good understanding of the nature of the
adjustments made.
Matter considered:
New revenue stream and associated
control failing (new item for FY22)
Background
In the first half of 2022 the Group identified a
potential new revenue stream. On advice from
a third-party individual engaging on the Group’s
behalf, revenue of £1.1m was booked relating
to two organised trials of these new revenue-
generating activities.
Audit and Risk Committee action:
The Audit and Risk Committee reviewed the
proposed revenue recognition policy, legal
opinions regarding the proposed contracts and
draft contract summaries. They also noted the
external auditor's observations in relation to the
lack of evidence supporting these two transactions
and requested that the then Group CFO provide
the Committee with the evidence trail.
Outcome:
The CFO identified that the Group had relied on
evidence provided by a third-party individual that
although based on genuine business opportunities
with respected non-related companies, the
transactions had been fabricated and no trials had
occurred. The contractor was terminated with
immediate effect. The Audit and Risk Committee
requested that an external specialist undertake
a full forensic investigation. The external auditor
reviewed the scope of this investigation.
The report was reviewed by the Audit and Risk
Committee and concluded that there was no
evidence of internal collusion or knowledge of the
fabrication of documents.
The revenue initially recorded was reversed before
any external results announcement.
Management immediately started to address
the recommendations made by the external
investigation firm, and the Audit and Risk
Committee was made aware of the progress
being made in addressing control remediation
recommendations. Further details of the progress
in enhancing the control environment are provided
on pages 115 to 116.
113
CORPORATE GOVERNANCE
114
Conclusion of Financial
Reporting Considerations
Management reported to the Committee that they
were not aware of any material misstatements
in the reported Annual Report & Accounts. The
auditor reported to the Committee that they had
found misstatements that required correction
and that all material items were adjusted in the
course of finalising the accounts (including prior
year misstatements as outlined in Note 33). The
Audit and Risk Committee was also satisfied that
the significant assumptions used for determining
the value of assets and liabilities had been
appropriately scrutinised, challenged and were
sufficiently robust.
The Audit and Risk Committee, at the Board’s
request, also considered whether the half-year
results and the Annual Report were fair, balanced
and understandable and whether the information
provided was sufficient for the reader of the
statements to understand the Group’s position
and performance, business model and strategy.
The Audit and Risk Committee reviewed both the
narrative and financial sections of the reports to
ensure they were consistent and gave a balanced
view of the performance of the business in the
year and that appropriate weight was given to both
positives and negative considerations. The Audit
and Risk Committee also considered whether the
half Year and full year results announcements were
presented clearly.
The Audit and Risk Committee considered whether
the Annual Report and Accounts enables readers
to understand the Company’s financial position
and prospects, as well as assess its going concern
status and longer-term viability.
External Audit
Appointment of external auditor
The Audit and Risk Committee recommended,
and shareholders approved at the Company’s
Annual General Meeting on 7 April 2022, the
re-appointment of Deloitte LLP as Group
external auditor. This is Deloitte’s second year as
external auditor.
The Audit and Risk Committee are comfortable
that the current audit partner from Deloitte is
independent from the Group. This assessment
is based on internal review of relations and
confirmation by the audit firm itself. The Audit
and Risk Committee recommended to the
Board (which was subsequently approved) the
reappointment of Deloitte be put to shareholders
for approval at the 2023 AGM.
Oversight of external audit
The Audit and Risk Committee has reviewed the
scope and results of the audit services, the cost,
effectiveness and independence and objectivity
of the external auditor. This includes discussions
with the external auditor in relation to areas of
key focus and ensuring that the external auditor
challenges management appropriately, in particular
in relation to matters that require judgement to be
exercised. The Independent Auditor’s Report sets
out the key matters considered (as set out in the
Independent Auditor’s report) and how these have
been addressed by the external auditor which were
discussed with the Audit and Risk Committee.
The external auditor also reports on other matters
such as upcoming regulatory changes, control
observations and peer practises. The Audit and Risk
Committee did not request additional areas to be
reviewed by the external auditor, other than set out
above. Separately, the external auditor briefs the
Committee on new developments that may affect
the Company to help ensure that the Company
is suitably prepared and up-to-date with all new
and forthcoming accounting developments
and disclosures. . Effectiveness of the external
audit is conducted by way of an internal survey
of members of the Committee, the CFO and the
internal finance team.
Policy on non-audit work
The Audit and Risk Committee has considered the
issue of the provision of non-audit work by the
external auditor and has agreed a policy intended
to ensure that the objectivity and independence
of the external auditor is not compromised. The
policy sets a limit for fees for non-audit work
and states that non-audit work should only be
undertaken by the external auditor where there
is a clear benefit to the Company in doing
so. Any significant activity must be approved,
in advance, by at least two Audit and Risk
Committee members.
115
The Audit and Risk Committee’s policy is to
include a cap on fees for non-audit work of 15%
of the annual audit fee (excluding the interim
review). In exceptional circumstances it may
be appropriate for the auditor to carry out non-
audit work in excess of this cap. If this is the case
the type of work and the fee is considered very
carefully by the Audit and Risk Committee in
advance of appointing the auditor to the work and
with reference to the FRC’s 2019 Ethical Standard.
During the year the Audit and Risk Committee
have approved an exception in relation to the Class
1 Disposal process underway with respect to the
sale of the RM Integris and RM Finance businesses
as they believe that Deloitte is best placed to
conduct this work given their understanding of the
systems and Financial Statements. This work will
be undertaken in 2023 and therefore associated
fees will be included in the Financial Statements
and fee cap calculations in 2023.
Fees for non-audit work in the period were 15.7%
(£125k) of the annual audit fee (or 1% excluding
the interim review), which relates to the Banking
Facility Covenant Compliance review (£4k) and the
Interim Review (£121k). Whilst the Interim Review
is not required to be performed by the Auditor, it is
common practice to be performed by the Auditor.
The Banking Facility Covenant requires an external
assurance on the covenant compliance and again
it is common for this to be performed by the
Auditor as there is a significant leverage from the
audit work performed for the audit.
Review of risk management
and internal control
As with any business, RM is exposed to risks as an
inherent part of creating value for shareholders.
As described below, the Group has put in place
processes designed to identify these principal risks
and to manage and mitigate the effect of them.
The Audit and Risk Committee is responsible for
ensuring that risks are properly considered, and the
Board is responsible for deciding what risks should
be taken and how best to manage and mitigate
the risks.
The Audit and Risk Committee is responsible for
monitoring the effectiveness of the Company’s
internal system of control.
Assessment of control environment
In the Audit and Risk Committee report in 2021,
control findings were highlighted in relation to
the review of journal entries and the formality
of controls over certain revenue contracts. The
Committee was satisfied with the plan to address
these controls findings primarily through the
implementation of new IT systems.
During the year, the IT system implementation led
to operational disruption which had an associated
impact on the control environment including the
timely recording of certain supplier invoices and
certain customer statements not being produced.
The external auditor also identified necessary
adjustments during their work in preparation for
the half year results, including those related to
the potential new revenue stream highlighted
above where the specialist external investigation
identified further control findings.
The new IT systems cannot address the control
improvement requirements in the near term
for the wider Group which has necessitated
management to establish alternate remediation
plans as part of an internal control reset.
Company response to control findings
As a result of the matters noted above, a targeted
internal control project was instigated utilising
specialist external resource, reporting directly
to the interim CFO, to review all aspects of the
internal control framework.
The findings of this review focusses on key
overarching themes of the project:
y
Design and implementation of enhanced
controls including process and control
mapping,
o
This has included a specific focus on
improved documentary evidence of
journal entries, procure to pay processes
and enhancing revenue recognition
models.
y
Structure and organisation of the Finance
function including process and compliance
training and
y
Clear documentation and verification of
processes and controls.
CORPORATE GOVERNANCE
116
The Audit and Risk Committee is being updated
regularly with respect to progress related to
remediation activities as well as reviewing ongoing
control improvements identified.
The Committee has assessed that the Group
still relies on controls that require enhanced
documentation and formalisation, and in specific
areas, redesign. The control improvement plan
is ongoing, and the Committee is engaged in
ensuring that management have the appropriate
resource and an appropriate remediation timeline.
Management, based on the controls review
detailed above, have provided the committee with
assurance that where controls were not designed,
implemented or operating effectively there were
appropriate mitigating actions in place to conclude
that the Financial Statements do not contain
material errors. It is recognised that improvements
in the control environment are required in
2023 and the Audit and Risk Committee will
continue to support management and review the
remediation activities.
The most significant risks the Group is exposed to
are set out in the Strategic Report.
Control environment
– Acknowledging the
internal control improvement project highlighted
above, the Board has put in place an organisational
structure with clearly defined lines of responsibility
and delegation of authority to Executive
management. A Group-wide approval matrix is in
place. Individuals are made aware of their level
of authority and their budgetary responsibility
which enables them to identify and monitor
financial performance. The approval matrix is
currently being reviewed and enhanced. There
are established policies and procedures, which
are subject to regular review and will be enhanced
through the internal controls programme being
progressed through 2023 outlined above. The
Boards of the operating companies work within
terms of reference and any matters outside those
terms or the agreed business plan are referred to
the Group Board for approval.
Identification and evaluation of business risks and
control objectives
– The Board has the primary
responsibility for identifying the principal business
risks facing the Group and developing appropriate
policies to manage those risks. It delegates
responsibility for operational risks to the Executive
Committee which meets monthly. Further details
in relation to the processes for identifying and
managing Group risks are set out in the Strategic
Report and Corporate Governance Report.
Public reporting
– The Audit and Risk Committee
reviews and comments upon both the
Group’s annual and interim results prepared by
management, together with any other trading
statements that are issued.
Management information
– Executive managers
are required to produce a budget for approval
at the beginning of each financial year and
detailed financial reporting is formally compiled
monthly and reviewed by the Board. Consolidated
management accounts are produced each
month and results measured against budget and
against the previous year to identify any significant
variances. Forecasts are produced each month
during the year, with variances to budget being
measured.
Monitoring
– The Audit and Risk Committee meets
periodically to review reports from management
and the external auditor so as to derive reasonable
assurance on behalf of the Board that financial
control procedures are in place and operate
effectively. An internal audit plan is set with the
Audit Committee and updates on progress are
provided periodically. The internal audit work
is performed on a peer-to-peer review basis or
by engaging a third-party firm of accountants
and is directed by a qualified accountant who is
independent of the business Divisions.
Internal audit
The Audit and Risk Committee approved the
continuation of RM’s Group Financial Controller
as Head of Internal Audit (Jo Bridgman, Group
Financial Controller). For the purposes of this
role, the Group Financial Controller reported
directly to the Chairman of the Audit and Risk
Committee. The Audit and Risk Committee, with
the advice and support of the Head of Internal
Audit, sets an internal audit plan, focussed on
operational and financial controls and risk areas.
The financial controls include controls to address
fraud risks. There have been no fraud instances
during the year. The Head of Internal Audit reports
on progress against this plan at Audit and Risk
Committee meetings.
117
Internal audit activities are undertaken through the
engagement of Grant Thornton, our third-party
internal audit partner firm. The external auditor
does not rely on internal audit to substitute any
audit work required to form their opinion on the
Financial Statements.
The Group has continued routine audits that
review adherence to the agreed controls and
processes in its India subsidiary and have
completed audits of RM Technology credit note
processes, GDPR compliance and an internal
assessment on cyber and information security. A
wider programme of internal audits was planned in
the year, but some were deferred acknowledging
the focus on the internal controls project.
A 3-year internal audit plan was presented to the
Committee, but in light of the planned change of
the Audit and Risk Chair, post the publication of
the Preliminary results in March 2023, only the plan
for FY23 was approved and the following years will
be reviewed again by the new Chair in due course.
‘Whistleblowing’ Policy
The Group has adopted a formal Whistleblowing
Policy and more details may be found in the
Sustainability Report at page 69.
Anti-bribery
RM conducts all its business in an honest and
ethical manner and seeks to ensure that all
associates and business partners do the same. The
Group has implemented policies and procedures
to ensure that it is transparent and ethical in all
business dealings as referenced in the Sustainability
Report at page 66.
Paul Dean
Chairman, Audit and Risk Committee
28 March 2023
117
CORPORATE GOVERNANCE
118
REMUNERATION COMMITTEE REPORT
Part A – Remuneration
Committee Chairman’s
Statement
On behalf of the Board, I am pleased to present the
Remuneration Committee Report for the year ended
30 November 2022.
This report is divided into the following three
sections:
Part A
– Remuneration Committee Chairman’s
statement: which provides an overview of the
Report, the functioning and membership of
the Remuneration Committee, and the major
activities and outcomes for the year ended 30
November 2022;
Part B
– Directors’ Remuneration Policy: which
provides a summary of the Policy and which will
continue to apply without amendment for the
forthcoming year; and
Part C
– Implementation Report: which sets out the
payments and awards made to Directors for the year
ending 30 November 2022 and how the Directors’
Remuneration Policy will operate for the year ending
30 November 2023.
The Remuneration Committee
The Remuneration Committee (‘Committee’)
operates under Terms of Reference approved by the
Board. These can be found on the Group’s website
at www.rmplc.com.
No Director is involved in deciding their own
remuneration.
Committee Membership and Attendance
The Remuneration Committee, during the year
ended 30 November 2022, comprised of Patrick
Martell (Chair), Paul Dean, Vicky Griffiths, John
Poulter and Helen Stevenson, at such times as they
were members of the Board.
The members of the Committee comprise the
independent Non-Executive Directors and the
Chairman of the Board.
The Remuneration Committee met 4 times during
the period, attendance is set out below. The
Roles and Responsibilities
The Remuneration Committee is responsible for
setting a formal and transparent procedure for
developing the Policy on Director remuneration
in accordance with the Code.
The Committee’s responsibilities include:
Reviewing the appropriateness of the
Directors’ Remuneration Policy
Determining with the Board the policy for
remuneration of the Executive Directors,
Chairman of the Company and Executive,
ensuring the alignment of the Company’s
purpose, values and strategy and promoting the
long-term success of the Company. Reviewing
this policy annually.
Setting Remuneration
Setting and authorising annually the
remuneration of the Chairman, Executive
Directors and Executive in accordance with
the policy and with due account taken of all
relevant factors, such as individual and Group
performance and remuneration payable
by companies of a comparable size and
complexity.
Workforce remuneration
Reviewing workforce remuneration and related
policies across the Group and taking account of
this in setting Executive Director remuneration.
Incentive Plans
Approving all performance related pay
schemes, targets set and total annual payments
made under these schemes. Reviewing such
schemes to ensure these plans are structured
appropriately and are consistent.
Discretion
Determining whether discretion should be
exercised to ensure payments are fair.
Effectiveness
To report to the Board on how it has discharged
its responsibilities and making appropriate
recommendations.
119
No. of meetings held in the
period/Eligible to attend
Patrick Martell
4/4
John Poulter
1
1/1
Helen
Stevenson
2
3/3
Paul Dean
4/4
Vicky Griffiths
4/4
Charles Bligh
3
3/3
Committee also approved a number of matters
during the year by written resolution, additional
virtual meetings and Sub-Committee meetings.
1 Ceased being a Director on
16 February 2022
2 Joined the Remuneration Committee with effect
from 16 February 2022
3 Stepped down from the Remuneration Committee
on 5 April 2022.
No payments for loss of office were made and
the transition has been supported through the
engagement of an Interim CFO who has not been
appointed to the Board.
Work was undertaken to review the LTIP as a result
of the fall in the share price to ensure that awards
remained aligned with shareholder interests whilst
offering a meaningful incentive for Directors to
enable RM to attract and retain the talent for the
future success for RM.
Following the close of the Financial Year,
the Committee considered and agreed the
remuneration to be given to Mark Cook on his
appointment as Chief Executive Officer on 16
January 2023. The base salary is aligned to the
base salary paid to our former CEO, Neil Martin.
Other benefits including retirements benefits are in
line with the Remuneration Policy and the same as
those given to the majority of other employees.
Bonus and LTIP opportunity is in line with our
former CEO although the initial LTIP award
performance targets changed from a single
Relative TSR target to 60% Absolute TSR and 40%
Relative TSR. Further details are contained within
this report.
Neil Martin stepped down as our CEO on 10
January 2023. Neil will receive his fixed pay for his
notice period but will not retain entitlements from
any bonus or LTIP plans.
Richard Smothers was appointed as a Non-
Executive Director on 3 January 2023 and his
remuneration is in line with other Non-Executive
Directors.
UK Corporate Governance Code 2018
considerations and strategic alignment
Remuneration within RM is designed to support
the business strategy and long-term sustainable
business success. The performance measures
selected for variable pay schemes focus on
rewarding performance in line with both short and
long-term business objectives. These are reviewed
to ensure that they reward profitable performance
in the short term as well as long-term sustainable
success aligned to delivering shareholder value.
The Remuneration Policy was approved at
the AGM on 8 April 2021. It was approved by
shareholders with 87% of shares voted in favour.
During the period, neither the Chief Executive
Officer nor the Chief Financial Officer held
any Non-Executive Director positions with
other companies.
Major Activities of the Remuneration
Committee
A number of key activities were undertaken
throughout the year by the Committee which are
summarised below:
A number of Executive and Non-Executive Director
changes took place during the year ended 30
November 2022. John Poulter was succeeded
as Chair by Helen Stevenson who was appointed
with effect from 16 February 2022. The Committee
reviewed all Non-Executive Director fees and
although it was decided that there would be no
change to the remuneration for the role of Chair,
an increase was implemented for the first time
to the Non-Executive Base Fee since March 2018
based on a review of the market and wider RM
workforce remuneration.
In April 2022, Charles Bligh stepped down from
membership of the Committee after consultation
with a number of shareholders and in line with
best practice governance on independence.
The incumbent CFO, Mark Berry, ceased being
an Executive Director with effect from 15 August
2022 and left employment on 20 November 2022.
CORPORATE GOVERNANCE
120
The Policy will remain in force until a revised policy is approved by shareholders at the AGM in 2024 at the
latest. The Policy is shaped by the principles in provision 40 of the Code.
Throughout the year, the Committee has considered the factors set out in provision 40 of the 2018 Corporate
Governance Code. In the Committee’s view, the Company’s Directors Remuneration Policy, approved at the
AGM in 2021, and current practices are consistent with these provisions:
Factors in
provision 40
RM Policy and practice
Clarity
The Remuneration Policy and arrangements for Directors are clearly described each year in the
Annual Report. The disclosures related to remuneration, the bonus targets and the performance
metrics for LTIPs are clear. This promotes effective engagement with shareholders and the
workforce.
Simplicity
The Committee is mindful of the need to avoid overly complex remuneration structures which can
be misunderstood and deliver unintended outcomes. Remuneration for Directors and the workforce
are therefore simple and easily understood. Only a small number of targets are used for bonuses and
LTIPs and these are based on the Company’s performance.
Risk
Management
Bonus and LTIPs awards are linked to performance, have stretching targets with low percentage pay-
outs at threshold. The Committee has broad discretion to reduce bonuses if it does not consider the
formulaic outcome to be appropriate in the circumstances and malus and clawback provisions can
also be operated where appropriate.
Proportionality
The Committee takes account of underlying business performance and the experience of
shareholders and other stakeholders when determining outcomes to ensure poor performance is
not rewarded. The Committee also considers the wider workforce pay and policies.
Predictability
The report includes scenario charts showing the potential pay-out at various levels and all awards are
subject to maximum levels as set out in the Policy.
Alignment with
Culture
Metrics for awards are closely aligned to strategy. The Shareholding Policy and holding periods
provide a clear link to long-term performance and shareholder alignment.
Stakeholder Engagement
During the year, engagement was undertaken with shareholders regarding Charles Bligh standing down as a
member of the Remuneration Committee but engagement was limited on Executive Director remuneration
matters as the Remuneration Policy was shared in detail at the April 2021 AGM. In addition, the Chair of the
Remuneration Committee is available to discuss remuneration with shareholders should it have been required.
The Chair of the Remuneration Committee, who is also the designated Non-Executive for workforce
engagement held a meeting with a designated employee group called the RM Advocates to discuss Executive
Director remuneration. This was an open and constructive dialogue which shared the details and rationale
for Executive Director remuneration. The Advocates asked questions to gain a better understanding of the
Executive Remuneration structures as well as broader topics such as the Board’s view on the share price and
business strategy, but no specific concerns were raised in the meeting.
Further engagement with shareholders and the workforce is planned for 2023 to continue to gain insight and
input on Executive Remuneration and to allow these inputs to be considered in the review of the Remuneration
Policy before its normal 3-yearly renewal at our 2024 AGM.
Consideration of Workforce Remuneration, Policies and other Measures
The Committee considered workforce remuneration and policies and their alignment with rewards and
incentives offered in Executive Director remuneration and was regularly updated on employee pay and benefits
throughout the Group. During the year, the Committee reviewed various internal measures including pay
ratios and pay gaps in reviewing salaries and variable pay. Feedback based in interactions with the Advocates
121
Discretion
The Board did not exercise discretion with regard to
Directors’ remuneration outcomes during the year
as it was felt the Remuneration Policy and targets
set for bonuses and LTIPs worked as intended given
the performance during the year of the individuals
and the business and experience of shareholders,
employees and other stakeholders.
The Committee considers that the overall pay
outcome for the year ended 30 November 2022
is justified given the overall performance of
the business and its alignment with workforce
remuneration and the performance of the Executive
Directors.
Looking forward
Over the next 12 months, the Committee will be
reviewing our current Remuneration Policy with the
support of an Independent Remuneration Adviser
ahead of its submission for approval at the 2024
AGM in line with regulatory requirements and if
appropriate, we will engage with our shareholders
ahead of this date, ensuring sufficient time is
allocated for any necessary consultation prior to the
policy being finalised for approval.
At our 2023 AGM shareholders will be asked to
approve this Directors’ remuneration report by
way of the normal advisory annual vote. The
Directors’ remuneration report includes both this
Introductory Statement and our Annual Report on
Remuneration which outlines the decisions and
outcomes summarised above in further detail.
The information on the current Remuneration
Policy which is included within this report is for
information only and does not form part of the
report which is subject to the shareholder vote at
the 2023 AGM.
I hope that our shareholders will remain supportive
of our approach to executive pay at RM and
vote in favour of the resolution on the Directors’
remuneration report at our 2023 AGM. I will be
available to answer questions on the Directors’
remuneration report at the AGM, and if any
shareholder wishes to contact me in advance of
that meeting to discuss any matters disclosed in the
report, I can be reached via the Company Secretary.
Patrick Martell
Chairman, Remuneration Committee
28 March 2023
on Executive Remuneration and Policy was
considered in reviewing the remuneration for the
Executive and workforce at the Remuneration
Committee.
Remuneration during 2022
Base Salary
The Committee reviewed the base salary levels
for the Executive Directors after considering
workforce remuneration. No pay rises will be
awarded to Executive Directors for 2023 due to
the new CEO appointment in January 2023 and an
Interim CFO appointment.
Bonus award for 2022
No bonus will be paid to Executive Directors for
the year ended 30 November 2022.
Long-Term Incentive Plan in 2022
The Committee approved the grant of LTIP awards
to senior members of the workforce on 23 March
2022 and 30 November 2022. The awards made
to Neil Martin as CEO and Mark Berry as CFO
were within Policy but lapse due to cessation of
employment.
On 28 February 2022, the performance period
ended for the LTIP awards granted in March
2019. The Earnings Per Share and relative TSR
performance conditions for these 2019 awards
were not met and therefore the Board did not
approve vesting of the award. Further information
relating to the non-vesting of that award is set out
in paragraph 1 of Part C of this report.
Advisers
A process has been initiated to select an
Independent Remuneration Committee adviser to
support the review of the Remuneration Policy for
the 2024 AGM and to provide continuity during a
transition in Committee Chair.
Benchmarking data on Executive Remuneration
in the FTSE SmallCap market data provided by a
specialist executive remuneration consultancy
was reviewed and the Company is broadly
aligned with the lower quartile for FTSE SmallCap
companies; no fees were paid for such data and
the consultants do not have any other connection
with the Company or individual Directors. The
Committee is satisfied the data is objective and
independent.
CORPORATE GOVERNANCE
122
122
CORPORATE GOVERNANCE
123
Part B – Remuneration Policy
This Remuneration Policy became effective immediately following its approval at the 2021 Annual General
Meeting, on 8 April 2021. No changes have been made to the policy since its approval. The full Remuneration
Policy, as approved by shareholders, can be found in the 2021 Annual Report and Accounts which are available
at www.rmplc.com.
This section contains an overview of the Policy and a summary of the various components are set out below
for information only:
Element
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
metrics
Fixed
Pay: Base
Salary
To attract and
retain talent by
ensuring that
salaries are
competitive in
the market.
Base salaries will be set on appointment at the
appropriate level for the role.
If there is a probationary period following
appointment, the base salary may increase as
appropriate following successful completion of
that probationary period.
Thereafter, base salaries will generally only
be increased in line with the increases in pay
for the wider workforce (either across single
or multiple years), except as justified by other
circumstances.
Base salaries
will be
determined
as outlined
in the
“Operation”
column
opposite.
1
None
Fixed Pay:
Pension
To attract and
retain talent by
ensuring that
remuneration is
competitive in
the market.
Entitlement is the same as for the majority
of the UK workforce within the Group.
Cash allowance alternative is offered where
individuals are subject to HMRC pension limits
(subject to there being the same overall cost to
the Group).
Pension benefits will not be augmented on exit.
Up to 7% of
base salary
depending
upon level
of employee
contribution.
None
Fixed Pay:
Benefits
To attract and
retain talent by
ensuring that
remuneration is
competitive in
the market.
The benefits are the same as for the majority of
employees within the Group and are reviewed
periodically to ensure that offerings are in line
with market practice.
The main benefits are
y
Private healthcare
y
Group income protection
y
Life assurance
y
Car allowance
y
Mobile phone allowance
y
Enhanced family leave and sick pay
Other benefits may be added or removed in
line with benefits awarded to the majority of
employees.
2
The cost of
such benefits
varies in
accordance
with market
conditions.
None
1 There is no maximum base salary or maximum for any of the benefits.
2 Group company RM Education Limited operates a defined benefit pension scheme. This closed to new members in
2003 and, in
respect of current members, closed to future accrual of benefits on 31 October 2012.
CORPORATE GOVERNANCE
124
Element
Purpose and
link to strategy
Operation
Variable
Pay:
Annual
Bonus
Provides an
element of at
risk pay, which
incentivises
good annual
performance.
Members of the Committee keep the performance of the business under continuous
review, through regular financial and business reporting and these reviews feed directly
into annual and 3-yearly financial and strategic planning.
Formal reviews are then conducted to ensure that targets are set that support short-term
and long-term business strategy with such targets being intended to:
y
be stretching but realistic;
y
reflect expectations of the investor community;
y
avoid unnecessary risk-taking; and
y
encourage long-term planning and decision-making.
The Remuneration Committee has discretion, where it believes it to be appropriate, to
override the formulaic outcome arising from the annual bonus plan.
4
Annual bonuses are subject to malus and clawback provisions (see further below).
4
Annual bonuses are not pensionable.
Variable
Pay: LTIPs
Incentivises
Directors
to achieve
returns for
shareholders
over a longer
time frame.
Awards (nil cost options or share awards) are granted to Executives and senior
management typically no more than once per year, with the vesting of awards being
based on criteria designed to align with shareholder interests and encourage long-term
performance.
Where LTIP awards vest, a post-vesting holding period of 2 years will apply (save that
Directors may sell sufficient shares on vesting/exercise to satisfy the income tax/National
Insurance liability that arises).
Once LTIPs have vested and been exercised, dividends or dividend equivalents can be
paid on the relevant shares.
LTIP awards are subject to the Remuneration Committee’s discretion, where it believes it
to be appropriate, to override the formulaic outcome arising from the LTIP.
4
LTIP awards are subject to malus and clawback provisions (see further below).
4
LTIP awards are not pensionable.
LTIP awards vest on a change in control of the Company, subject to assessment by the
Remuneration Committee at the time as to the level of vesting (if any) that is appropriate,
considering (among other things) the extent to which the relevant performance targets
have been met and how much of the relevant performance period(s) has passed. Awards
subject to a holding period shall be released from this.
1 There is no maximum base salary or maximum for any of the benefits.
2 Group company RM Education Limited operates a defined benefit pension scheme. This closed to new members in
2003 and, in
respect of current members, closed to future accrual of benefits on 31 October 2012.
3 The LTIP performance measures for LTIP awards are set out in paragraphs 2 and 11 of Part C of this report. Details of the
expected measures for 2023 are set out in Part C.
4 These new provisions apply to bonuses paid and LTIPs granted after the date of the Policy’s commencement.
125
Maximum opportunity
Performance metrics
55% of base salary for on-target
performance, with a maximum
figure for over-performance of 110%
of base salary.
At threshold performance, bonuses
will be paid at no more than 20% of
the maximum opportunity.
Any bonuses more than 100% of
base salary will be paid in the form
of shares that must be held for a
minimum of 2 years (on the same
basis as LTIP vested shares subject
to a holding period).
Performance measures and weightings are set by the Committee at the beginning
of each year as outlined in the “Operation” column opposite. Typically, they relate
to profit but may be other financial and strategic measures.
Details of the specific performance targets will be disclosed retrospectively in the
following year’s Remuneration Report.
If personal targets are set, those targets will be subject to an underpin based on
Company performance.
200% of base salary per annum.
At threshold performance, no more
than 25% of the award will vest.
Performance measures and weightings are set by the Committee at the date
of grant to align with shareholders’ interests. These will normally be measured
over a 3-year period and may include EPS, TSR and other financial, strategic or
shareholder return measures.
3
The vesting period for LTIPs will be a minimum of 3 years.
Details of performance targets will be disclosed retrospectively in the
Remuneration Report following the year in which LTIPs are granted.
3
All targets will be subject to an underpin based on the underlying performance of
the Company.
CORPORATE GOVERNANCE
126
Element
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
metrics
Fixed Pay:
Fee
To reward
individuals
for fulfilling
their roles and
attract good
candidates
The Committee makes recommendations to
the Board on the Chairman’s remuneration.
The Chairman and the Executive Directors
determine the remuneration of Non-Executive
Directors. Remuneration data is considered
during the process, including fees paid for
comparable roles in companies of a similar
size and complexity as the Company.
The Chairman is paid a single fee. Other Non-
Executive Directors are paid an annual fee
covering Board and Committee membership,
with committee chairs, the Senior Independent
Director and the designated HR representative
receiving an additional fee.
The
maximum
total fees
payable
to a Non-
Executive
Director
including the
Chairman is
£160,000 per
annum.
None
Note:
1. The base fee and additional responsibility fees are fixed rates and are paid monthly.
2. Fees were last reviewed during the year ended 30 November 2022 and increased to be more in line with current market rates.
3. Fees are not performance-related but reflect the time commitment and responsibilities of the role.
4. Out-of-pocket expenses (such as travel costs) incurred in performing those duties are reimbursed by the Company.
5. Remuneration for Non-Executive Directors does not include share options or other performance-related elements.
Non-Executive Director Fees
The following table sets out remuneration for Non-Executive Directors, their purpose and link to strategy, its
operation, the maximum opportunity available, the nature of any applicable performance metrics:
Malus and Clawback
Malus and clawback provisions are in place, and will continue to be maintained, in relation to the variable,
performance-related remuneration of the Executive Directors (annual bonus and LTIPs).
As the payment of annual bonuses are at the discretion of the Committee:
y
the malus provisions in force are such that the Committee can reduce the payment of any bonus payment
if they consider that there is any reason that makes it appropriate to do so. This includes (without limitation)
the circumstances applicable to clawback as outlined below but could also include any other matters that
the Committee considers appropriate; and
y
the clawback applies where the bonus payment was based on erroneous or misleading data or any
misstatement of accounts, misconduct by an Executive Director, or the Group suffers serious reputational
damage or corporate failure (‘Serious Grounds’). The clawback operates for a period of up to 18 months
after the end of the relevant financial year to which the bonus relates, or if longer any holding period.
In respect of each award under the LTIP Schemes:
y
the malus applies when there are any Serious Grounds or any other circumstances where, in the reasonable
opinion of the Committee, the malus provisions should be operated in relation to that Participant; and
y
the clawback applies where there are any Serious Grounds where in the reasonable opinion of the
Committee, the clawback should be operated in relation to that Participant. The clawback under the LTIP
Scheme operates to the later of (a) one year from the relevant LTIP award vesting and (b) the completion of
the next audit of the Group’s accounts after the award vests.
127
Discretion
The Remuneration Committee retains discretion with regards to the variable elements of pay (annual bonuses
and LTIP awards), in relation to:
y
The timing, size and type of awards and holding periods (subject always to the limits set out in the
applicable Remuneration Policy).
y
Adjustments required in certain circumstances (e.g., rights issues, corporate restructuring events and
special dividends).
y
Adjustment of targets and measures if events occur which cause it to determine that the conditions are no
longer appropriate.
y
When it believes it is appropriate, overriding the formulaic outcome, either upwards or downwards,
applicable to the LTIP or bonus scheme, discretion will only be applied in exceptional circumstances and
will be explained to shareholders in the following Remuneration Report.
y
Amendments to plan rules in accordance with their terms or as required by law or regulation.
However, the Committee acknowledges the concerns of interested stakeholders that the discretion afforded
to remuneration committees in quoted companies should not be too broad or enable the payment of
inappropriate or excessive amounts, especially where payments to Executive Directors are not aligned with the
expectations of shareholders.
Directors’ Service Contracts and Letters of Appointment
The Policy in relation to Executive Directors’ service contracts is for them to contain a maximum notice period
of 12 months. Each service contract is subject to earlier termination for cause. In exceptional circumstances,
a longer notice period initially, reducing down to 12 months, to secure the appointment of an external
recruitment may be agreed.
All Non-Executive Directors have letters of appointment with the Company for an initial period of three years,
subject to annual re-appointment at each Annual General Meeting. Notice periods are as set out below.
Details of the Directors’ service contracts and/or letters of appointment who served for all or part of the year
ended 30 November 2022 are shown in the table below:
1 Resigned as Director
15 August 2022, partial notice was waived, and no leaving benefits were due.
2 Resigned as a Director on 10 January
2023.
Initial agreement date
Expiry date of
current agreement
Notice to be given by
employer and individual
John Poulter
1 May 2013
16 February 2022
6 months
Mark Berry1
20 September 2021
20 November 2022
12 months
Charles Bligh
2 July 2021
1 July 2024
3 months
Paul Dean
4 February 2020
31 March 2023
3 months
Vicky Griffiths
1 July 2020
30 June 2023
3 months
Neil Martin2
28 September 2015
10 July 2023
12 months
Patrick Martell
1 January 2014
31 December 2023
3 months
Helen Stevenson
16 February 2022
14 February 2025
3 Months
Mark Cook
16 January 2023
Indefinite
12 months
CORPORATE GOVERNANCE
128
Part C – Implementation Report
1. Directors’ Remuneration - Single Figure of Remuneration
The tables below set out a single figure of remuneration for each of the Directors in respect of the
year ended 30 November 2022 and, in respect of those Directors, the equivalent figures for the year
ended 30 November 2021. The table has been audited.
Name
Salary/fees
£000
Taxable benefits
£000
Annual bonus
£000
2022
2021
2022
2021
2022
2021
Executive
David Brooks
3
-
122
-
4
-
-
Neil Martin5
365
348
15
15
-
125
Mark Berry2
225
60
8
2
-
21
Non-Executive
John Poulter
2
29
135
-
-
-
-
Charles Bligh
3
41
17
-
-
-
-
Paul Dean
3
47
46
-
-
-
-
Vicky Griffiths3
43
40
-
-
-
-
Patrick Martell
52
51
-
-
-
-
Helen Stevenson²
106
-
-
-
-
-
Total
908
819
23
21
-
146
1 The section below headed “Retirement Benefits” explains how those benefits have been calculated and presented in the
above tables.
2 The fees show the portion of the year during which they were a Director during
2022.
3 The fees show the portion of the year during which they were a Director during 2021.
4 Total fixed remuneration is the aggregate of the base salary, pensions and benefits, and total variable remuneration is the
aggregate of the bonus and LTIPs.
5 Increase in salary is due to the appointment to CEO on 1 March.
129
LTIPs (vested)
£000
Retirement Benefits
£000
Total
£000
Total Fixed
Remuneration
£000
4
Total Variable
Remuneration
£000
4
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
-
-
-
7
-
133
-
133
-
-
-
116
25
24
405
628
405
387
-
241
-
-
20
-
253
83
253
62
-
21
-
-
-
-
29
135
29
135
-
-
-
-
-
-
41
17
41
17
-
-
-
-
-
47
46
47
46
-
-
-
-
-
-
43
40
43
40
-
-
-
-
-
-
52
51
52
51
-
-
-
-
-
-
106
-
106
-
-
116
45
31
975
1,133
975
871
-
262
CORPORATE GOVERNANCE
130
The following provides details of how the ‘single figure’ has been calculated:
Annual Salary
In the March 2022 Committee meeting, a 2% base pay increase was approved by the Committee
for the Executive Directors which took into account increases to base pay for the wider workforce.
However, this increment was not applied in practice to Neil Martin’s continuing salary, and
accordingly, as part of Neil Martin’s leaving terms an amount in respect of the unpaid increment for
the FY2022 salary review will be paid to him. No compensation for the delayed salary increase was
received by Mark Berry.
Taxable
benefits
These comprise the benefits noted in Part B above other than retirement related benefits. The figure
included in the above table in respect of such benefits is calculated based on the taxable value of
such benefits.
Annual
bonus
The Committee decided that on-target bonuses for the year ending 30 November 2022 for
Executive Directors would be based upon the Company achieving an adjusted operating profit
before interest and tax target, with any pay-out to be determined on a straight line basis between a
minimum performance of £19m (25% pay-out) to £22m (100% pay-out), subject to the Committee
being satisfied as to the long-term underlying performance of the business and the quality of
operating profit delivered. The Group performance hurdle that must be met for any bonus to be
achieved was Group adjusted operating profit before interest and tax of £19m.
In the event there is significant over-performance against target then a bonus payment in excess of
100% could be available, up to the maximum of 110% of base salary. This would be reviewed by the
Board in the context of full year trading and outlook for the year ending 30 November 2022.
The Committee considered the Company’s performance relative to that target. The Group adjusted
operating profit before interest and tax was £[10.7]m (£9.1m excluding discontinued operations). In
light of that performance, the Committee determined that no bonuses would be awarded.
LTIPs
The LTIP award granted to Neil Martin in March 2019 of 122,000 Options was due to vest in
March 2022, however, as anticipated in the prior year’s Remuneration Report, neither of the targets
for this award were met and the Options lapsed in full.
The performance criteria were based on:
1.
50% of the award is based on the Company’s relative Total Shareholder return (TSR)
performance measured from the average of the FTSE SmallCap (ex IT) (the “Comparator Group”)
Net Return Index during January and March 2019 to the average of the Index during December
2021 and February 2022 where the Company's TSR over that period must be at least at the
median of a ranking of the TSR of each of the members of the Comparator Group over the
same period. Vesting was based on a straight-line basis between 25% vesting at the median and
100% vesting at the upper quartile (or above). The Company’s performance placed it below the
50
th
percentile as compared to the comparator group. The minimum vesting was not met for
this target; and
2.
50% of the award is based on the Company’s adjusted earnings per share in respect of the year
ending 30 November 2021 (EPS) where the EPS must be at least 30.1 pence. Vesting will occur
on a sliding scale between an EPS of 30.1 pence (where 25% of one half of the award shall vest)
and 39.5 pence (where 100% of one half of the award shall vest) calculated on a straight-line
basis between 25% and 100% or greater. The minimum vesting was not met for this target.
LTIP awards that are due to vest in 2023, 2024, 2025:
The LTIP awards granted to Neil Martin in March 2020 (105,000 Options), March 2021
(250,000 Options), and March 2022 (200,000 Options) have all lapsed in full following his
resignation on 10 January 2023.
The LTIP awards granted to Mark Berry in October 2021 (120,000 Options) and March 2022
(160,000 Options) have all lapsed due to his cessation of employment.
Past
Directors
There were no payments made to past Directors in the year.
131
Retirement
benefits
Neil Martin is a member of a defined contribution pension scheme operated by RM Education
Limited. The Group would ordinarily contribute to that scheme of 7% of base salary (under the same
arrangements, for that level of employee contribution, as for the majority of other employees).
However, due to HMRC limits, the amount paid into the scheme for Neil Martin is lower, with the
balance paid instead as a non-pensionable cash allowance. To make the figures in the above tables
more meaningful, the ‘Retirement Benefits’ are stated prior to those adjustments.
Mark Berry became a member of a defined contribution pension operated by RM Education Limited
in December 2021 (under the same arrangements for that level of employee contribution, as for the
majority of other employees). He contributed 4.5% of his salary which was matched by the Company
up until his final day of employment on 20 November 2022.
Termination
Payments
There were no termination payments in the year.
Mark Berry, our former CFO, received no payment for loss of office and continued to receive his
contractual fixed pay (base salary, benefits and pension contributions) for the period 15 August 2022
until leaving employment on 20 November 2022. No incentive payments were made and the LTIP
awarded in October 2021 and March 2022 lapsed.
As described in the Remuneration Committee Chair’s Introductory Statement to this report,
our former CEO (Neil Martin) is currently within his contractual notice period and accordingly is
continuing to receive his contractual fixed pay (base salary, benefits and pension contributions). Neil
will also receive the payment described above in respect of the 2% salary increase from 1 March
2022 which has not been applied to his base salary.
Non-
Executive
Pay Review
At the February 2022 Committee meeting, the Non-Executive fees were reviewed. Fees for the Non-
Executive Directors have been compared against changes in remuneration of the wider workforce
and FTSE SmallCap market data. The Non-Executive Base Fee was last increased in March 2018 and
following this year’s review, it was agreed that the Base Fee would be increased from £40,000 to
£43,000 per annum.
2. Directors’ Long-term Incentive Plans
During the year ended 30 November 2022, the following long-term incentive awards were made.
1
Name
Type of
share
award
Grant
date
No. of
Shares/
options
Face value
of award
at grant
£000
3
% of
base
salary
Percentage
that would
vest at
threshold
performance
The end of the
period over
which the
performance
conditions have
to be fulfilled
A summary of
performance
targets and
measures
Neil Martin
Nil cost
Option
29 March
2022
200,000
2
292.2
80.0%
25% for TSR
element
February 2025
100% on
relative TSR
performance
4
Mark Berry
Nil cost
Option
29 March
2022
160,000
2
233.8
77.9%
25% for TSR
element
February 2025
100% on
relative TSR
performance
4
1 Awards granted under the LTIP Scheme (RM Performance Share Plan 20
19).
2 Both of the awards above have lapsed following resignation.
3 The face value of the award has been calculated by multiplying the maximum number of shares in the award by the average
share price over the five preceding trading days on the date of grant of the award. The face values of award was 146.10p. The
exercise price per share of £0.00.
4 One hundred percent (100%) of the award is based on the Company’s relative TSR performance for the period from 1 February
2022 to 28 February 2025. The Company’s TSR performance shall be measured against the TSR performance of the companies
within the FTSE Small Cap (ex IT) Index (‘Comparator Group’) over the above period and must be at least at the median of a
ranking of the TSR of each of the members of the Comparator Group. Vesting will occur on a sliding scale between median (25%)
and upper quartile or above (100%).
5 This table has been audited.
CORPORATE GOVERNANCE
132
3. Performance Graph
The following graph shows, reflecting the value, by 29 November 2022, of £100 invested in RM plc on
30 November 2011 compared with the value of £100 invested in the FTSE Small Cap (ex. Investment Trusts)
Index on the same date.
4. History of Chief Executive Officer Pay
The table below sets out details of:
y
The total pay for each of the persons who have performed the role of Chief Executive for the current year
and the preceding ten financial years. The ‘single figure’ is calculated using the same methodology as that
used for the “Single Figure of Remuneration” table in paragraph 1 above.
y
The pay-out of incentive awards as a proportion of the maximum opportunity for the period.
Year
CEO
Single Figure
(£000)
Annual variable
element award rates
against maximum
opportunity
Long-term incentive
vesting rates
against maximum
opportunity
2013
1
Martyn Ratcliffe
52
0%
0%
David Brooks
327
58%
0%
2014
David Brooks
576
75%
0%
2015
David Brooks
1,246
50%
91%
2016
David Brooks
655
45%
100%
2017
David Brooks
713
73%
36%
2018
David Brooks
982
64%
100%
2019
David Brooks
553
41%
0%
2
133
5. Relative Importance of Spend on Pay
The following table sets out, in respect of the year ended 30 November 2022 and the immediately preceding
financial year, the total remuneration paid to all employees as compared to other significant distributions
and payments.
Year
CEO
Single Figure
(£000)
Annual variable
element award rates
against maximum
opportunity
Long-term incentive
vesting rates
against maximum
opportunity
2020
David Brooks
792
0%
3
100%
2021
4
David Brooks
133
0%
0%
Neil Martin
628
35.8%
38.5%
2022
Neil Martin
405
0%
0%
Year
2022 (£m)
2021 (£m)
Total remuneration to employees
1
66.5
59.6
Dividends paid²
2.5
3.9
Corporation tax paid³
(0.9)
0.1
Defined benefit pension cash contribution³
4.5
4.5
1 Martyn Ratcliffe from
1 December 2012 to 28 February 2013. David Brooks from 1 March 2013.
2 During the year none of the Group’s LTIPs were due to vest.
3 No bonus was paid and the 1% discretionary payment made to all employees was not paid to Executive Directors.
4 David Brooks from 1 December 2020 to 28 February 2021. Neil Martin from 1 March 2021 to 30 November 2021.
1 Includes remuneration paid to Executive Directors. Note 7 to the Financial Statements shows how this has been calculated,
figures for social security costs and share-based payments have been excluded.
2 These figures have been extracted from Note 1
2 to the Financial Statements.
3 These payments have been added for context as other significant payments made by the Company. These figures have been
extracted from the Cash Flow Statement.
CORPORATE GOVERNANCE
134
6. Percentage Change in Remuneration of Directors
The following tables set out the percentage change for the following elements of remuneration paid to
Directors and UK employees over the periods outlined below.
Executive Director
Remuneration Elements
% Change in Year Ending
30 November
2022
30 November
2021
30 November
2020
Neil Martin
Base Pay/Fees
4.8%
4
33.0%
0.0%
Taxable Benefits
-2.7%
-2.4%
-0.5%
Annual Bonus
-
3
-
3
-100.0%
Mark Berry
Base Pay/Fees
273.6%
5
0.0%
n/a
Taxable Benefits
282.2%
5
0.0%
n/a
Annual Bonus
-
-
n/a
Total UK Employees
Base Pay/Fees
-4.9%
5.6%
2.0%
Taxable Benefits
-10.9%
12.9%
2.0%
Annual Bonus
-
3
-
3
-34.0%
Non-Executive Director
Remuneration Elements
% Change in Year Ending
30 November
2022
30 November
2021
30 November
2020
Helen Stevenson
(Appointed as Chair
16 February 2022)
Base Pay/Fees
0.0%
n/a
n/a
Taxable Benefits
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
Charles Bligh (appointed
as a Director on 2 July
2021)
Base Pay/Fees
7.5%
0.0%
0.0%
Taxable Benefits
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
Paul Dean (appointed as a
Director and Chairman of
the Audit Committee on 4
February 2020)
Base Pay/Fees
6.5%
0.0%
0.0%
Taxable Benefits
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
Vicky Griffiths (appointed
as a Director on 1 July
2020)
Base Pay/Fees
17.5%
2
0.0%
0.0%
Taxable Benefits
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
1 RM plc does not have any employees. The comparator group therefore comprises all employees of the UK subsidiaries (excluding
Directors) who were employed throughout the full financial year on a full-time equivalent basis.
2 The elements of remuneration have been calculated based on pay during the period compared with the pay in the previous year.
3 No bonus paid for the period 1 December 2021 to
30 November 2022. Bonus includes annual bonus and commission only and
not any other non-performance related payments made to employees. Bonuses in this paragraph 6 relate to those actually paid in
respect of the years ended 30 November 2021 and 30 November 2022.
4 The % change in salary of Neil Martin is due to a full year of CEO remuneration.
5 % Change due to partial year.
135
7. CEO Pay Ratio
The following table sets out the CEO pay ratios for the year ended 30 November 2022. This compares the
Chief Executive Officer’s total remuneration (as shown above in paragraph 1 of this Part C) with the equivalent
remuneration for the employees paid at the 25
th
(P25), 50
th
(P50) and 75
th
(P75) percentile of RM's UK workforce.
The total remuneration for each quartile employee, and the salary component within this, is also outlined in the
table below.
Our median for all employees to CEO pay ratio is 11.2:1 which has reduced from 2021 due to no payment of
the variable pay elements which are based on achievement of business performance targets.
The table below provides further information on the total remuneration figure used for each quartile employee,
and the salary component within this.
Year
Method
25
th
Percentile Pay Ratio
Median Pay Ratio
75
th
Percentile Pay Ratio
2022
A
15.6 : 1
11.2 : 1
7.4 : 1
2021
A
25.6 : 1
18.3 : 1
12.1 : 1
2020
A
33.3 : 1
23.9 : 1
15.8 : 1
Year
25
th
Percentile
Median
75
th
Percentile
2022
Salary
£26,000
£33,942
£48,000
2022
Total Pay
£26,000
£36,330
£54,521
1 Individuals who were no longer Directors in the year ending 30 November 2022 have not been included in the above table.
Details of their change in remuneration are detailed in previous Annual Reports to the extent this was required to be provided.
These are available at www.rmplc.com in the Reports section.
2 Increase due to fees for new responsibilities – Chair of ESG Committee.
1 Option A was chosen as the statistically most accurate calculation. The total remuneration on a full-time equivalent basis as at 30
November 2022 for all UK employees was calculated and employees ranked accordingly.
2 The figures for the pay ratio this year are based on the actual bonus calculation figures which was zero.
3 Full-time equivalent P11D values for benefits such as Private Medical Healthcare have been used for anyone in receipt of the
particular benefit as at 30 November 2022.
4 Pension values are not calculated on the same basis as the CEO’s figure, but rather based on the Employer contribution as
a percentage of salary as at 30 November 2022. This approach allows meaningful data for a large group of individuals to be
obtained in a more efficient way.
5 CEO pay is as per the single figure of remuneration as at 30 November 2022, as disclosed on pages 128 to 129.
6 The median pay ratio is considered consistent with the pay, reward and progression policies for the Company’s UK employees
taken as a whole.
Non-Executive Director
Remuneration Elements
% Change in Year Ending
30 November
2022
30 November
2021
30 November
2020
Patrick Martell
(Senior Independent
Director and Chairman
of the Remuneration
Committee)
Base Pay/Fees
5.9%
0.0%
0.0%
Taxable Benefits
n/a
n/a
n/a
Annual Bonus
n/a
n/a
n/a
CORPORATE GOVERNANCE
136
8. Statement of Implementation
This section sets out how the Remuneration Policy will be implemented in the year commencing on 1
December 2022.
Whilst no significant changes in remuneration are expected during this year there are several planned Director
changes taking place during the year ending 30 November 2023. These changes include the appointment of
Mark Cook as CEO on 16 January 2023. Mark Cook’s remuneration is in line with current CEO remuneration
and other benefits including retirements benefits are in line with the Remuneration Policy and the same as
those given to the majority of other employees.
Neil Martin whose resignation as Chief Executive Officer was effective on 11 January 2023 is accordingly treated
as a Voluntary Leaver for the purposes of the termination policy in the Remuneration Policy and no payments
for loss of office were made.
Richard Smothers was appointed as a Non-Executive Director on 3 January 2023 and his remuneration is in line
with other Non-Executive Directors.
Remuneration in 2023
Salary and Fees:
Pay rises will not be awarded to Executive Directors for 2023 due to appointment in January
2023 of Mark Cook as CEO, Neil Martin’s resignation effective from 10 January 2023, and an Interim CFO who
is not appointed to the Board.
Benefits and pension benefits:
These are expected to remain unchanged, as stated in paragraph 1 of Part C
above.
Bonus:
The Annual Bonus for FY2023 will operate as in past years and in line with the Remuneration policy.
The committee will determine appropriate metrics for the annual bonus, which can support both financial
performance and strategic developments as the Committee determines. Due to issues of commercial
sensitivity, it is not considered that it is in shareholders’ interests to disclose any further details of these
targets but we are committed to provide appropriate levels of disclosure of these performance measures and
performance against them in next year’s Annual Report and Accounts. Bonus levels will be in line with the
Remuneration Policy.
LTIPs:
A joining award of options with an exercise price of £0.00 was granted on 16 January 2023 to
Mark Cook, on appointment to CEO in line with the Remuneration Policy.
Executive
£000s per annum
Mark Cook
365
Non-Executive
Chair (Including the Chair of Nomination Committee)
135
Non-Executive Director base fee
43
Senior Independent Director (additional fee)
3
Chair of Remuneration Committee/Designated NED for HR (additional fee)
4
Chair of Audit and Risk Committee
6
137
The LTIP award performance targets changed from previous grants with a single relative TSR target to vesting
based on the following:
1.
Forty percent (40%) of the Award is subject to a performance condition comparing the Company's total
shareholder return (TSR) against a comparator group of FTSE Small Cap Index (excluding investment
trusts) companies over the period of 3 years commencing on 1 December 2022 and ending on 30
November 2025.
2.
Sixty percent (60%) of the Award is subject to a performance condition relating to the performance of the
Company's TSR against absolute targets ranging from 120p to 195p, with this condition also measured at
the end of the same 3-year period.
It is anticipated that, during the year ending 30 November 2023, should a CFO be appointed, an award will be
made under the RM plc Performance Share Plan 2019. Those awards will be of options with an exercise price
of £0.00 and in line with the Remuneration Policy. The appropriate performance conditions will be decided at
the time of the award but vesting is expected to based on performance against a blend of both absolute TSR
and relative TSR performance. It is intended that the measures will encourage the generation of sustainable
long-term returns to shareholders. The appropriate range has yet to be finalised but will be confirmed by the
Committee in due course. Full details will be disclosed in next year’s Annual Report and Accounts.
9. Statement of Shareholder Voting
Voting at the Annual General Meeting held on 7 April 2022 in respect of the Remuneration Report for the year
ended 30 November 2021 was as follows:
% of votes in favour
% of votes against
Number of votes
withheld
2022 AGM -Resolution to approve the
Remuneration Report
93.11%
6.89%
496,466
2021 AGM - Resolution to approve the
Remuneration Policy
87.23%
12.77%
8,833,873
137
CORPORATE GOVERNANCE
138
10. Directors’ Shareholdings
The beneficial interests of the Directors including connected persons in the ordinary shares of RM plc as at 30
November 2022 were:
11. Directors’ Interests in Share Plans
As at 30 November 2022, the Executive Directors had the following interests in the Company’s share plans
1
:
Holding as at
30/11/22
Vested but
unexercised
scheme interests
Current holding
as % of base
salary
1
Shareholding
policy met
2
Holding as at
30/11/21
John Poulter
4
N/A
4
-
-
-
87,500
Helen Stevenson
-
-
-
-
-
Charles Bligh
-
-
-
-
-
Paul Dean
20,000
-
-
-
20,000
Vicky Griffiths
2,900
-
-
-
2,900
Patrick Martell
5,000
-
-
-
5,000
Neil Martin
227,562
-
72.0%
No
227,562
Mark Berry
5
N/A
5
-
-
No
-
LTIP Awards
2
Neil Martin
Date of Grant
No. of shares/options
Performance Conditions
Share price at grant
16 March 2020
105,000
See notes 3 and 4
(2020) 171 pence
22 March 2021
250,000
See notes 3 and 4
(2021) 220 pence
29 March 2022
200,000
See notes 3 and 4
(2022) 146 pence
1 Calculated based on the average share price for the period
1 December 2021 to 30 November 2022 (115.42p) and base salaries as
at 30 November 2022.
2 The Directors’ Remuneration Policy requires Executive Directors to build and maintain a shareholding requirement of at least
200% of base annual salary within 5 years of the first opportunity for an LTIP to vest.
3 There have been no changes in any of the above shareholdings since
30 November 2022 at the date of this report.
4 John Poulter ceased to be a Director following his resignation on 16 February 2022. The share interests disclosed above were
their interests in shares when they ceased to be a Director.
5 Mark Berry ceased to be a Director following his resignation on 1
5 August 2022.
1 To avoid duplication, and in accordance with Section
17(b)(iii) of The Large and Medium-sized Companies and Groups (Accounts
and Reports) (Amendment) Regulations 2013, the figures in the above table do not include the shares or share-based awards
referred to in paragraph 1 of this Part C.
2 Granted under “The RM plc Performance Share Plan
2010” and from 16 March 2021 under the “RM plc Performance Share Plan
2019”. All LTIP awards are subject to a minimum vesting period of 3 years.
3 The LTIP awards granted in 2020, 2021 and 2022 were awards of options, with an exercise price of £0.00 per option. If the
options granted in March 2020 vest, they would be exercisable in the period 17 March 2023 to 16 March 2033. If the options
granted in March 2021 vest, they would be exercisable in the period 25 March 2024 to 22 March 2031. If the options granted in
March 2022 vest, they would be exercisable in the period 31 March 2025 to 29 March 2032.
4 The performance conditions and other information relevant to these awards are set out in paragraph 2 (Directors’ long-term
incentive plans) above or in the relevant Annual Report.
139
12. Details of Directors’ Service Contracts
Relevant information relating to the Service Contracts of the Directors is set out in Part B.
13. Remuneration Committee Details
Details of the Remuneration Committee and its membership are contained in the introduction of this report.
The Committee has not received external advice or services during the year.
Advice and support has been provided to the Remuneration and Nomination Committees by the Company
Secretary and People function, including advice and support on recruitment of key roles, external
benchmarking, service contracts and incentive schemes based on information obtained through third party
sources where appropriate.
14. Compliance with Regulations
This report has been prepared in accordance with Schedule 8 of the Large and Medium-Sized Companies
and Group (Accounts and Reports) Regulations 2008 (as amended). The Report also meets the relevant
requirements of the Listing Rules of the UK Listing Authority and illustrates how the principles of the UK
Corporate Governance Code relating to Directors’ remuneration are applied by the Company.
The Group’s auditors are required to comment on whether certain parts of the Group’s Remuneration Report
have been prepared in accordance with Schedule 8 of the Large and Medium-Sized Companies and Group
(Accounts and Reports) Regulations 2008. Accordingly, the following paragraphs of this Part C of this report
have been audited by Deloitte LLP:
y
The “Single Figure of Remuneration” table in paragraph 1.
y
Total pension entitlements, as described in the notes to paragraph 1.
y
Directors’ shareholdings, as set out in paragraph 10.
y
Directors’ interests in share plans, as set out in paragraphs 1, 2 and 11.
y
The “Past Directors” and “Termination Payments” as described in the notes to paragraph 1.
By Order of the Board
Patrick Martell
Chairman, Remuneration Committee
28 March 2023
139
CORPORATE GOVERNANCE
140
ESG COMMITTEE REPORT
On behalf of the Board, I am pleased to present
the ESG Committee Report for the year ended 30
November 2022.
The ESG Committee
The ESG Committee (‘Committee’) operates under
terms of reference approved by the Board. These
can be found on the Group’s website at
www.rmplc.com.
Committee Membership and Attendance
The ESG Committee during the year ended 30
November 2021 comprised Vicky Griffiths (Chair)
and Non-Executive Directors Helen Stevenson,
Paul Dean, Patrick Martell, and Charles Bligh.
To encourage effective communication, in
addition to the above members the Executive
Directors and other members of the management
are invited to attend the ESG Committee meetings
as appropriate.
The ESG Committee is a new committee
established in 2022 and met once during the
period. Attendance is set out below.
The first ESG meeting was held in September 2022
and it was determined (and stated in the Terms of
Reference) that the committee will meet twice a
year and at such other times as the committee Chair
considers appropriate.
Roles and Responsibilities
The ESG Committee is responsible for
oversight of the RM Group’s ESG Strategy,
ensuring it is fit for purpose and aligned with
the overall business strategy and model. The
committee is also responsible for oversight
of key third party partnerships entered into in
relation to the ESG Strategy.
Monitor and Review
The committee monitors and challenges the
progress against the ESG Strategy and the
performance against the key performance
indicators, including stakeholder engagement
on ESG matters.
ESG Reporting
The committee has oversight on ESG targets
and KPIs, approves the information for the
Annual Report and other public reporting and
has oversight on upcoming ESG requirements
and ensures that adherence to these
requirements is a fundamental element of the
ESG Strategy.
Policies
The committee ensures that RM Group
maintains appropriate policies to support the
ESG Framework and ensures that RM Group
is compliant with any relevant legislation and
regulations.
Recommendations
The committee makes recommendations to
the Board with regards to any matter within its
remit where it believes action or improvement
is necessary.
Effectiveness
To report to the Board on how it has
discharged its responsibilities and evaluate its
own performance.
No. of meetings
attended
Vicky Griffiths
1/1
Helen Stevenson
1/1
Paul Dean
1/1
Patrick Martell
1/1
Charles Bligh
1/1
141
Establishment of the ESG Committee
As a purpose led business with strong brands
operating in a socially important sector, RM
has always seen the broader ESG agenda as
implicitly important. The establishment of the ESG
Committee makes this agenda more explicit and
reflects the increasing importance societally of
our Environmental impact, the complexity of the
operating landscape and the growing governance
expectations of our shareholders.
The first meeting allowed for the establishment
of a clear baseline understanding of existing ESG
activities and progress to date, alignment on
upcoming priorities (including both opportunities
and risks) as well as oversight of key ESG KPIs.
There has been substantial progress in 2022 with
the achievement of ISO 14001, the publication of a
Carbon Reduction Plan, a new employee Code of
Conduct, continued roll out of Modern Slavery due
diligence, the launch of Employee Engagement
surveys and the formation of EDI Employee
Networks.
The committee was able to review key reporting
metrics and progress across energy consumption,
Scope 1 & 2 Carbon, Net Zero, Zero Waste to
Landfill and the Environmental Improvement
metrics detailed in the Sustainability section of
this report. The committee also discussed with
management the vision and ambition for ESG at
RM, which included challenge and support on
next steps and priorities going forward, including
materiality assessment and prioritisation of Social
Value themes, continued Environmental focus for
RM and our customers and further refinement of
our governance approach.
By Order of the Board
Vicky Griffiths
Chairman, ESG Committee
28 March 2023
141
CORPORATE GOVERNANCE
142
DIRECTORS’ REPORT
The Directors submit their report together with
the audited consolidated and Company Financial
Statements for the year ended 30 November 2022.
The Strategic Report on pages 3 to 84 includes
an indication of likely future developments in
the business of the Group and details of the
Company’s business model and strategy. The
Corporate Governance Report on pages 86 to 147
is incorporated into this report by reference.
Annual General Meeting
The forthcoming Annual General Meeting will be
held on 25 May 2023 at 142B Park Drive, Abingdon,
Oxfordshire OX14 4SE, at the time set out in the
Annual General Meeting notice. The notice of the
Annual General Meeting contains the full text of
resolutions to be proposed.
Articles
The constitutional documents can only be
amended, or replaced, by a special resolution
passed in a General Meeting by at least 75% of the
votes cast and are available at www.rmplc.com.
Auditor: Independence and Disclosure of
Information to Auditor
As far as each of the Directors is aware, there is no
relevant audit information (as defined by section
418(3) of the Companies Act 2006) of which the
Company’s auditor, Deloitte LLP, is unaware and
each of the Directors confirms that all steps have
been taken that ought to have been taken, as a
Director, to make himself or herself aware of any
relevant audit information and to establish that the
Company's auditor has been made aware of that
information.
A resolution to re-appoint Deloitte LLP as auditor
of the Company will be proposed at the next
Annual General Meeting.
Directors
Details of those Directors who have held office
during the financial year and up to the date of
signing this report and any changes since the start
of the financial year are:
y
Helen Stevenson (from 16 February 2022)
y
John Poulter (until 16 February 2022)
y
Mark Berry (until 15 August 2022)
y
Neil Martin
y
Mark Cook (from 16 January 2023)
y
Charles Bligh
y
Paul Dean
y
Vicky Griffiths
y
Patrick Martell
y
Richard Smothers (from 3 January 2023)
Biographical details of the current Directors are
given in the Board of Directors section of the
Annual Report on pages 86 to 87.
The appointment and removal of Directors is
governed by the constitutional documents of the
Company and the Companies Act 2006. Under
the constitutional documents of the Company,
either the shareholders of the Company by
ordinary resolution, or the Board, can appoint a
Director. The appointment can be either to fill a
vacancy or as an addition to the existing Board,
provided that the maximum number of Directors
shall in no event exceed 12. At the forthcoming
Annual General Meeting, all Directors will stand for
re-election in accordance with best practice and
guidance set out in the UK Corporate Governance
Code. Directors can be removed pursuant to an
ordinary resolution passed by the Company. All
Directors have either a letter of appointment or a
service contract, details of which can be found in
the Remuneration Report on page 127.
Director Insurance and Indemnification
The Group has provided indemnity insurance for
the Directors and officers of Group companies
during the financial year and at the date of signing
this report. All the Directors and officers of Group
companies also have the benefit of a Deed of
Indemnity entered into with the Company in
respect of liabilities which may attach to them in
their capacity as Directors of the Company. These
provisions are qualifying third party indemnity
provisions as defined by section 234 of the
Companies Act 2006.
143
Directors’ Powers
The Board manages the business of the Company
under the powers set out in its constitutional
documents, which power is subject to the
provisions of the Companies Act 2006 and to
any directions given by special resolution of the
Company. These powers include the Directors’
ability, on behalf of the Company, to allot or
purchase shares in the Company, the exercise of
which in each case is subject to the Companies
Act 2006 which provides, amongst other things,
that the Directors must seek shareholder authority
for the allotment of shares in the Company and
the market purchase of shares in the Company.
Accordingly, the Directors seek shareholders’
authority to allot shares in the Company, and
to purchase the Company’s own shares in the
market, at each AGM.
Directors’ Responsibilities Statement
The Directors’ responsibilities statement on
page 146 is incorporated by reference into
this report.
Dividends
No dividend has been paid this year and, following
the recent amendment and extension of the
Company’s banking facilities, a restriction on
dividend distribution has been imposed until
the Company reduces net debt leverage to LTM
EBITDA (post IFRS16) to less than 1x for two
consecutive quarters. The Directors recognise
that the dividend is an important component of
the total investment return and are committed
to the reinstatement of the dividend at the
earliest opportunity.
Management Report
For the purposes of compliance with DTR 4.1.5R(2)
and DTR 4.1.8R, this Directors’ Report, together with
the Strategic Report and the material incorporated
by reference into each report, comprise the
Management Report. As permitted, some of the
matters to be included in the Directors’ Report have
been included in the Strategic Report such as the
business review, future prospects and principal risks
and uncertainties.
Overseas Branches
The Group has an overseas branch in Singapore.
Research and Development
The Group continues to develop and maintain
its existing software products whilst staff work
to develop new and more effective systems and
products. The Group incurred £3.6m of research
and development in the year, which was expensed
in the Income Statement (2021: £1.3m). This
primarily relates to product research, maintenance
and related expenditure which does not meet
capitalisation criteria.
Share Capital
The Company has one class of share capital,
ordinary shares. All the shares rank pari passu.
There are no special control rights in relation
to the Company’s shares. On a show of hands,
each shareholder present in person or by proxy
at a general meeting has one vote and, on a poll,
every shareholder present in person or by proxy,
has one vote for each share which they hold.
All the shares in the Company carry the same
rights, include the right to participate in dividends
and in any distribution of surplus assets on a
winding-up. Under the Company's constitutional
documents, the right to vote in respect of any
share is subject, amongst other things, to there
being no unpaid call on that share nor there being
any outstanding notice given under section 793 of
the Companies Act 2006 in respect of that share.
The right to vote is also subject to the provisions
of the Companies Act 2006. Electronic and paper
proxy appointments and voting instructions must
be received by RM’s registrar, Link Group, not less
than 48 hours (excluding, in the calculation of
such time period, any part of a day that is not a
working day) before the time of the holding of the
relevant meeting or adjourned meeting.
As at 30 November 2022, the RM plc Employee
Share Trust owned 618,796 ordinary shares
in the Company (0.74%) of the issued share
capital) to satisfy awards under the Company’s
employee share plan. Any voting or other similar
decisions relating to those shares would be
taken by the Trustees, who may take account
of any recommendation of the Board of the
Company. The Trustees have waived the right to
receive dividends on shares held in the Company.
Employees, with vested share plan awards whose
shares are subject to a holding requirement and
held on their behalf by the Trust on a nominee
CORPORATE GOVERNANCE
144
basis, are able to give directions to the Trust to vote on their behalf and to receive dividends in relation to those
shares.
Shares: Allotment and Purchase
At the Annual General Meeting held on 7 April 2022, members renewed the authority under:
1.
section 551 of the Companies Act 2006 to allot ordinary shares up to an aggregate nominal authority of
£639,047. This authority has not been used since the Annual General Meeting; and
2.
section 701 of the Companies Act 2006 to make market purchases on the London Stock Exchange of up
to 8,387,501 ordinary shares, being 10% of the issued share capital of the Company as at 14 March 2022.
The minimum price which may be paid for each share is the nominal value. The maximum price which
may be paid for a share is an amount equal to the higher of (1) 5% above the average of the middle market
quotations of the Company’s ordinary shares as derived from the London Stock Exchange Daily Official
List for the five business days immediately preceding the day on which such share is contracted to be
purchased, and (2) the higher of the last independent trade and the highest current independent bid on the
London Stock Exchange at the time the purchase is carried out. This authority has not been used since the
Annual General Meeting and the Company did not purchase or otherwise acquire any of its own shares
during the financial year.
Neither of the above authorities have been utilised since they were last renewed and the Directors will seek to
renew these authorities at the next Annual General Meeting scheduled for 25 May 2023.
Significant Agreements
The Group enters into long-term contracts to supply IT products and services to its customers. Wherever
possible, these contracts do not have change of control provisions, but some significant contracts do include
such provisions.
In March 2023, the Company entered into an amended and extended agreement of the revolving credit facility,
with Barclays Bank plc and with HSBC UK Bank plc, to July 2025. The terms of this facility are outlined on
page 76.
Important Events since the end of the Financial Year
On 28 December 2022, RM announced that it had agreed to sell a portion of their Internet Protocol v4 (IPV4)
addresses for a total consideration of £8.5million in cash. RM retains the rights over a further c294,000 IPv4
addresses which support growth in RM’s connectivity business which is part of the Technology Division.
Substantial Shareholdings
On 30 November 2022, the Company had received notifications in accordance with DTR 5:
The percentage interest is as stated by the shareholder at the time of the notification and current interests
may vary.
Shareholder
No. of voting
rights Direct
No. of voting
rights Indirect
% of voting rights as at 30
November 2022
Date of TR1
Aberforth Partners LLP
0
14,610,175
17.42%
26 August 2022
Schroder Investment Mgt
14,263,444
17.01%
15 June 2020
Harwood Capital
8,700,000
10.37%%
10 March 2023
Avalon UK Limited
0
6,970,609
8.31%%
10 March 2023
Artemis Investment Mgt
0
6,133,883
7,31%
26 August 2022
145
By Order of the Board
Howard Rubenstein
General Counsel and Company Secretary, RM plc
28 March 2023
Registered in England and Wales No 1749877
Treasury and Foreign Exchange
The Group has in place appropriate treasury policies and procedures, which are approved by the Board. The
treasury function, which reports into the CFO, manages interest rates for both borrowings and cash deposits for
the Group and is responsible for managing adherence to banking covenants, and that appropriate facilities are
available in order that the Group can continue to meet its strategic plans.
In order to mitigate and manage exchange rate risk, the Group routinely enters into forward contracts and
continues to monitor exchange rate risk in respect of foreign currency exposures.
All these treasury policies and procedures are regularly monitored and reviewed. It is the Group’s policy not to
undertake speculative transactions which create additional exposures over and above those arising from normal
trading activity.
For further information see the Notes to the Financial Statements and Note 31 (Financial Risk Assessment) of the
Financial Reports.
Additional Disclosures
Disclosures required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008 (as amended), to the extent not already disclosed or referred to in this report, can be
found on the pages specified in the table below, all of which are incorporated into this report by reference.
Disclosures required by Listing Rule 9.8.4R can be found on the pages specified in the table below, all of
which are incorporated into this report by reference. There is nothing further to disclose pursuant to Listing
Rules 9.8.4R:
Page
Allotment for cash of equity securities
N/A
Contracts of significance
104
96 (Directors' Conflicts of Interest
and Independence)
Directors’ waived emoluments
N/A
Dividend waiver
N/A
Employee engagement, interests and effect
98-99 (Employees)
Employee information, consultation, share schemes and achieving awareness on
financial and economic factors
66 (Development and Reward)
Employees with disabilities
64
Fostering business relationships with suppliers, customers and others and effect
100-101 (Suppliers and Partners)
Greenhouse gas emissions, energy consumption and energy efficiency action
54-58
Interest capitalised and tax relief
N/A
Long-term incentive schemes
138 (section 11)
Political donations
68
CORPORATE GOVERNANCE
146
Statement of Directors’ Responsibilities in respect of the
Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent Company Financial Statements for
each financial year. Under that law the Directors are required to prepare the Group Financial Statements in
accordance with United Kingdom adopted international accounting standards. The Directors have chosen to
prepare the parent Company Financial Statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101 “Reduced
Disclosure Framework.
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 parent Company and of their profit or loss for
that period. In preparing the parent Company Financial Statements, the Directors are required to:
y
select suitable accounting policies and then apply them consistently;
y
make judgements and accounting estimates that are reasonable, relevant, reliable and prudent;
y
state whether Financial Reporting Standard 101 Reduced Disclosure Framework has been followed, subject
to any material departures disclosed and explained in the Financial Statements; and
y
prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
In preparing the Group Financial Statements, International Accounting Standard 1 requires that Directors:
y
properly select and apply accounting policies;
y
present information, including accounting policies, in a manner that provides relevant, reliable, comparable
and understandable information;
y
provide additional disclosures when compliance with the specific requirements in IFRS Standards are
insufficient to enable users to understand the impact of particular transactions, other events and conditions
on the entity's financial position and financial performance; and
y
make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of
the parent Company and enable them to ensure that its Financial Statements comply with the Companies Act
2006. They are responsible for such internal control as they determine is necessary to enable the preparation of
Financial Statements that are free from material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to
prevent and detect 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 complies 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. Legislation in the UK governing the preparation and dissemination of
Financial Statements may differ from legislation in other jurisdictions.
The Directors consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the Group’s position and performance,
business model and strategy, and provide appropriate guidance on its future prospects.
147
Responsibility Statement of
the Directors in respect of the
Annual Financial Report
Each of the Directors, whose names are listed in
the Directors’ Report, confirm that to the best of
our knowledge:
y
the Financial Statements, prepared in
accordance with the applicable set of
accounting standards, give a true and fair
view of the assets, liabilities, financial position
and profit or loss of the Company and the
undertakings included in the consolidation
taken as a whole; and
y
the Strategic Report and Directors’ Report
include a fair review of the development
and performance of the business and the
position of the Company and the undertakings
included in the consolidation taken as a whole,
together with a description of the principal
risks and uncertainties that they face.
A copy of the Group Financial Statements is posted
on the Group’s website www.rmplc.com.
This Responsibility Statement was approved by the
Board of Directors and is signed on its behalf by:
By Order of the Board
Mark Cook
Chief Executive Officer
28 March 2023
147
FINANCIAL STATEMENTS
148
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
RM PLC
We have audited the Financial Statements which comprise:
y
the Consolidated Income Statement;
y
the Consolidated Statement of Comprehensive Income;
y
the Consolidated and parent Company Balance Sheets;
y
the Consolidated and parent Company statements of changes in equity;
y
the Consolidated Cash Flow Statement; and
y
the related Notes 1 to 34.
The financial reporting framework that has been applied in the preparation of the Group Financial Statements
is applicable law and United Kingdom 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).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit
of the Financial Statements section of our report.
We are independent of the Group and the parent Company in accordance with the ethical requirements that
are relevant to our audit of the Financial Statements in the UK, including the Financial Reporting Council’s
(the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We confirm that we have not provided any non-audit
services prohibited by the FRC’s Ethical Standard to the Group or the parent Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Report on the audit of the Financial Statements
1. Opinion
In our opinion:
y
the Financial Statements of RM plc (the ‘parent Company’) and its subsidiaries (the ‘Group’) give a true
and fair view of the state of the Group’s and of the parent Company’s affairs as at 30 November 2022
and of the Group’s loss for the year then ended;
y
the Group Financial Statements have been properly prepared in accordance with United Kingdom
adopted international accounting standards;
y
the parent Company Financial Statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101
“Reduced Disclosure Framework”; and
y
the Financial Statements have been prepared in accordance with the requirements of the Companies
Act 2006.
149
3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were the:
y
Impact of control deficiencies;
y
Going concern; and
y
Appropriateness of management estimates in revenue recognition for certain long-term contracts in the RM
Assessment business.
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality
The materiality that we used for the Group Financial Statements was £0.5m which was determined on the
basis of approximately 5% of three year average profit before tax adjusted for material non-recurring items,
and including the results from discontinued operations.
Scoping
We focused our Group audit scope on the audit work of three components. These components represent the
principal business units and account for 98% of the Group’s revenue, 93% of the Group’s loss before tax and
92% of the Group’s total assets.
Significant changes in our approach
Our audit approach has been designed to respond to the operational challenges faced by the Group and their
impact on the Group’s trading performance.
Our external audit for the year ended 30 November 2021 identified a number of control deficiencies which
continue to be present in the current period and have been exacerbated by the operational and liquidity
challenges. As such, we have identified the impact of control deficiencies on our audit approach as a new
key audit matter in the current year. We also made adjustments to our performance materiality to reflect the
increased risk of misstatement; further details of this are provided in section 7.
Going concern is a new key audit matter in the year as a result of the heightened debt levels and associated
liquidity challenges facing the business.
Valuation of intangible assets on major IT development programmes was identified as a key audit matter
in 2021. This is no longer a key audit matter given the clarifications provided by the IFRS Interpretations
Committee relating to Software as a Service are well understood and the accounting for project spend is now
well established.
4. Conclusions relating to going concern
In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the Financial Statements is appropriate.
FINANCIAL STATEMENTS
150
Our evaluation of the Directors’ assessment of the Group’s and parent Company’s ability to continue to adopt
the going concern basis of accounting is discussed in section 5.2.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group's and parent Company’s
ability to continue as a going concern for a period of at least twelve months from when the Financial
Statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the Directors’ statement in the Financial Statements
about whether the Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the Financial Statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those which had the
greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of
the engagement team.
These matters were addressed in the context of our audit of the Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Impact of control deficiencies
Key audit matter description
As discussed in the Audit and Risk Committee Report on page 108, the assessment of the effectiveness of the
control environment is a significant issue which has been a focus area for the Group in the current year.
In the prior year Annual Report the Audit and Risk Committee identified the need to improve the formality of
the control environment in certain areas and to address control findings in relation to the review and approval
of journal entries.
The Directors’ plan to remediate control deficiencies identified was principally through the IT transformation
programme which was intended to increase automation; however, as set out on page 9, the IT migration has
been significantly delayed in some parts of the business and the migration of IT systems in the Resources
Division during the year increased the complexity of the Group’s control environment.
During our 2022 interim review we identified material misstatements in respect of revenue, other debtors and
accruals which arose as a result of deficiencies in internal controls that were corrected by the Directors prior
to the interim announcement. The root cause of these deficiencies was a failure to perform evidential based
reviews of journals and a lack of formality regarding controls when accounting for new income streams. Further
detail is provided by the Directors on page 115.
The Directors recruited a controls manager in September 2022 to undertake an end-to-end review of key
business processes, identify relevant controls and to oversee design and implementation enhancements. This
review, and the associated remediation of the control environment, is ongoing.
Our external audit for the year ended 30 November 2022 identified a number of control deficiencies which
were reported to the Audit and Risk Committee. The nature of these deficiencies primarily related to the
Directors’ review controls over journal posting, balance sheet reconciliations and excel based models.
A number of transactional processing control deficiencies were also identified by the Directors as arising during
the migration to the new IT system, and these are in the process of being remediated.
151
As a result of the control deficiencies identified in the previous audit and the complexity of the control
environment increasing in the current audit due to changes in the IT landscape, we did not plan to adopt
a controls reliant audit approach for FY22. We also revisited our risk assessment as a result of the control
deficiencies and identified an additional risk of potential fraud in relation to completeness of liabilities.
A significant number of misstatements have been identified during the 2022 audit in areas including revenue,
receivables and pensions. In aggregate, the errors identified were material and have been corrected by the
Directors. Corrections made included restating the prior year Financial Statements as reported in Note 33.
The extent of the errors and control deficiencies identified had a significant impact on our audit and was a
contributing factor to the extended time and effort required to complete the audit, and therefore we consider it
to be a key audit matter.
How the scope of our audit responded to the key audit matter
We adopted a fully substantive audit approach with no reliance on internal controls.
In order to respond to the pervasive risks arising from the deficiencies in the control environment we modified
the nature, extent and timing of our audit procedures. Specifically:
y
we revised our materiality assessment and have used a lower performance materiality (being 60% of
materiality). This increased the volume of substantive testing completed (see section 6.2 below for our
materiality assessment);
y
we revisited our risk assessment, including using forensic specialists, and identified additional significant
risks, in relation to the completeness of liabilities and valuation of certain provisions;
y
we elevated the risk associated with multiple transactional accounts and have therefore performed
increased sample testing;
y
we have performed additional procedures to identify and address fraud risks, including the involvement of
our forensic specialists. We have performed targeted procedures in relation to specific fraud risks, including
the risk of management override of controls. Where key audit matters include a risk of fraud, the risks
identified and procedures performed are detailed within the key audit matters set out below;
y
senior members of the audit team have performed audit testing directly in more complex areas of
accounting, for example revenue in the Assessment Division, completeness of liabilities, valuation of
receivables, impairment and provisions; and
y
with regards to the control deficiencies identified in relation to the completeness of liabilities, in addition to
testing management’s supplier statement reconciliations we also requested and obtained independently a
sample of third party supplier confirmations at the year-end and reconciled these to the liability recorded by
the Directors.
The Group extended its reporting timetable in order to perform activities to mitigate, and where possible
remediate, the controls findings which allowed us additional time to perform the incremental audit work
required. It has also enabled us to use a longer hindsight period to assess the appropriateness of year end
judgements.
Key observations
Across the Group we have identified a number of deficiencies, including lack of oversight in the processing of
transactional journals, ineffective balance sheet reviews, and a lack of evidence considered in key management
review controls, including those over complex assessment contracts.
Overall, given the extent to which our audit procedures identified significant deficiencies in relevant controls,
we consider that the control environment requires significant improvement to improve the accuracy and
completeness of the underlying accounting records and reduce the number of misstatements identified. We
appropriately increased the scope of our audit procedures to address the risks identified.
FINANCIAL STATEMENTS
152
5.2. Going concern
Key audit matter description
During FY22, the Group experienced operational challenges, in part due to the disruption from the IT and
warehouse consolidation projects. This led to reduced revenues and elevated costs in a market already
challenged by inflationary pressures, shipping delays and resource constraints. The Group breached its adjusted
leverage covenant at 31 May 2022 and the bank agreed a relaxation of covenants.
As at 30 November 2022 the Group was in a net debt position of £46.8m (2021: £18.3m) with drawn facilities of
£49.0m (2021: £20.0m).
The Group agreed a £70m revolving credit facility (”RCF”) in March 2023 which expires in July 2025. The terms
of these borrowings are set out on page 77 and for the going concern period include a covenant based on Last
Twelve Months EBITDA.
A three year income statement and cash flow forecast was produced by management and approved by the
Board. This forecast was provided to the banks and formed the basis of the revised covenants. This Board
approved plan represents the base case forecasts and the Directors have also produced a plausible downside
scenario.
Both the Directors’ base case and plausible downside scenario indicate that the banking covenants will be met
throughout the going concern period. The base case assumes that the Group will be successful in its proposed
sale of the RM Integris and RM Finance business. Whilst a no disposal scenario and plausible downside scenario
combined would require the Group to operate with low levels of liquidity headroom, the Directors’ analysis
indicates that the covenant would not breach within the going concern period.
In its financial forecasts significant judgement was required to decide what assumptions to make regarding
future cash flow forecasts following the challenges in 2022. Consequently, there remains more judgement than
would usually be the case in assessing the financial forecasts for the business and we identified a potential fraud
risk in relation to the going concern assessment.
As set out on page 78 the Group expects to have sufficient headroom over its facility throughout the going
concern period, with appropriate mitigation actions available to reduce cash outflows, should the need arise.
The Audit and Risk Committee’s consideration of the judgements taken is on page 110 and the Group’s critical
accounting judgment is set out on page 185.
How the scope of our audit responded to the key audit matter
We obtained a detailed understanding of the relevant controls that the Group has established regarding the
cash flow forecasts as well as the review and approval of the Group’s going concern assessment.
In addition, we have performed the following procedures:
y
performed mechanical accuracy testing of the model used to prepare the Group’s cash flow forecast;
y
evaluated the consistency of the Directors’ forecasts with other areas of the audit, including goodwill
impairment and deferred tax recoverability;
y
challenged the key assumptions within the going concern assessment including with reference to historical
trading performance, current trading uncertainty and market expectations;
y
obtained an understanding of the financing facilities available to the Group, including repayment terms and
covenants;
y
assessed the level of reverse stress testing that can be applied to the Group’s funding position and covenant
calculations before a breach arises together with an assessment of the likelihood of such events occurring;
153
y
assessed and challenged the mitigating actions available to the Directors, should these be required to offset
the impact of the forecast performance not being achieved; and
y
challenged the sufficiency of the Group’s disclosures over the going concern basis with reference to our
knowledge and understanding of the assumptions taken by the Directors and recent FRC guidance.
Key observations
We are satisfied that the adoption of the going concern basis of accounting and the disclosure in respect of
Group’s ability to continue as a going concern are appropriate.
5.3. Assessment of management estimates in revenue recognition for certain
long-term contracts in the Assessment business
Key audit matter description
The RM Assessment business generated revenue in the year of £38.4m (2021: £31.9m). There are a number
of judgements taken in applying IFRS 15 ‘Revenue from contracts with customers’ for the contracts in this
business, which are set out in the accounting policies within Note 2 to the Financial Statements.
£16.1m of the revenue generated in the year (2021: £11.7m) relates to five contracts with multiple performance
obligations and a variable transaction price based on the exam script volume forecasts. In accounting for
these contracts there is a key source of estimation uncertainty relating to the estimate of exam scripts, which
earn variable consideration over the life of the contract. We have assessed the five contracts with a variable
transaction price and have identified that this estimate could have a material impact on revenue recognised in
the year for three of the five contracts. These three contracts have the potential to be subject to management
bias and we identified a risk of potential fraud in respect of revenue recognition. We also identified an error
in recording actual volumes in prior periods which has resulted in the Directors restating the prior year
Financial Statements as reported in Note 33. Given the degree of judgement in determining this estimate and
the complexity of the revenue recognition models, this impacted the audit team’s allocation of resources,
particularly with regard to the seniority of staff who worked in this area. For these reasons, we identified this
element of revenue recognition as a key audit matter.
Further details are included within the Audit and Risk Committee report on page 109, and Note 33 to the
Financial Statements.
How the scope of our audit responded to the key audit matter
In response to the identified key audit matter we have performed the following procedures for contracts with
material variable revenue:
y
obtained an understanding of the relevant controls used by the Group when determining the assumptions
applied in the models that drive revenue recognition;
y
assessed the appropriateness of the revenue recognition policies applied against the five-step model in IFRS
15 ‘Revenue from contracts with customers’ through an evaluation of the underlying contract terms;
y
assessed the accuracy of the Directors’ revenue models against contractual terms and compliance with
the principles within IFRS 15 ‘Revenue from contracts with customers’; we did this through modelling the
contracts to form our own expectation of the outputs and compared those to the Directors’ calculations;
y
challenged key estimates made by the Directors in determining the total transaction price in respect of
exam volumes. This included assessing forecasting accuracy, understanding the level of constraint relative
to operational forecasts, reviewing the latest correspondence with customers and assessing the available
confirmatory and contradictory external market evidence;
y
recalculated the cumulative revenue based on actual, rather than forecast, volumes for exams in prior
periods and considered the nature of the error to determine whether it was appropriate to record a prior
year adjustment and whether the disclosures associated with that adjustment were appropriate; and
y
assessed the appropriateness of the Directors’ sensitivity analysis for key estimates and the clarity of related
disclosures as required under IAS 1 for significant judgements and key areas of estimation uncertainty.
FINANCIAL STATEMENTS
154
Group Financial Statements
Parent Company Financial Statements
Materiality
£500,000 (2021: £725,000]
£150,000 (2021: £350,000)
Basis for determining
materiality
Approximately 5% of 3 year average profit
before tax adjusted for material non-recurring
items (2021: 5% of profit before tax adjusted
for material non recurring items) and including
the results from discontinued operations.
The adjustments made for non-recurring items
are consistent with those presented in Note 6;
we did not exclude amortisation of acquisition-
related intangibles from our determination of
materiality as it is a recurring item.
The basis of materiality is net assets.
Parent Company materiality equates to 0.3%
of the parent Company net assets (2021:
0.2%) which is capped at approximately 30%
(2021: 50%) of Group materiality.
Rationale for the
benchmark applied
In our professional judgment we believe
adjusted profit reflects the manner in
which underlying business performance is
reported and assessed by external users of
the Financial Statements. Given the trading
challenges experienced by the Group
during 2022 we have changed the basis of
materiality to a three year average adjusted
profit before tax, including the results from
discontinued operations.
In determining our materiality, based on our
professional judgement, we have considered
net assets as the appropriate measure given
the parent Company is primarily a holding
company for the Group.
Key observations
We are satisfied that revenue recognised for contracts with material variable consideration is appropriate and
differences of judgement or calculation in relation to the estimate of exam script volume forecasts were within
an acceptable range.
We continue to observe that controls over these models, including the inputs in relation to volume of exam
scripts, could be improved through a greater extent of automation and more formalised review. We identified
that the revenue recognised in 2020 was overstated and concur with the Directors’ restatement of the
1 December 2020 balance sheet position and associated updates to the November 2021 balance sheet.
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the Financial Statements that makes it probable
that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use
materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the Financial Statements as a whole as
follows:
3 year average profit before
tax adjusted for non-recurring
items £10,506,000
3 year average profit
before tax adjusted for
non-recurring items
Group materiality
Group materiality
£500,000
Component
materiality range
£150,000 to
£210,000
Audit and Risk
Committee
reporting threshold
£25,000
155
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the Financial Statements as a whole.
6.3. Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences
in excess of £25,000 (2021: £36,250), as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that we
identified when assessing the overall presentation of the Financial Statements.
7. An overview of the scope of our audit
7.1. Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including
Group-wide controls, and assessing the risks of material misstatement at a Group level.
Based on that assessment we focussed our Group audit scope on the audit work at three components, which
were subject to a full scope audit. This included the parent Company, and the three principal UK based trading
businesses; RM Resources, RM Technology and RM Assessment. These account for 98% (2021: 98%) of the
Group’s revenues, 93% (2021: 95%) of profit before tax and 92% (2021: 92% of total assets).
Our audit work at these components was executed at levels of materiality applicable to each individual
component, which were lower than Group materiality ranging from £150,000 to £210,000 (2021: £245,000 to
£350,000).
All work was carried out by the Group engagement team for both the Group and component audits.
At the Group level, we also tested the consolidation process and carried out analytical procedures to re-
confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial
information of the remaining components not subject to full scope audit.
Group Financial Statements
Parent Company Financial Statements
Performance materiality
60% (2021: 65%) of Group materiality
70% (2021: 70%) of parent Company
materiality
Rationale for the
benchmark applied
We determined performance materiality for the Group based on our assessment of the
Group’s and parent Company’s overall control environment in the light of the number of
control deficiencies identified during the current and previous audits (as detailed within the
key audit matter above in section 5.1). Given the nature of the parent Company’s operations
as a holding company and the control environment is less complex, we considered that a
reduction of performance materiality to 70% was sufficient.
Revenue
2%
98%
7%
93%
8%
92%
Profit before tax
Total assets
Full audit scope
Review at Group level
FINANCIAL STATEMENTS
156
7.2. Our consideration of the control environment
We identified the main finance systems as the key IT systems relevant to our audit, including the new D365
system implemented during the year as part of the Group’s IT transformation programme. We worked with our
IT audit specialists to evaluate the IT systems and determine whether they could be relied upon to support our
audit. For all components we obtained an understanding of the relevant controls associated with the financial
reporting process and in relation to significant accounting estimates. As a result of our findings (and the other
control deficiencies mentioned in Section 5.1 above) we are unable to adopt a controls reliance audit approach,
consistent with the prior year audit.
As described by in the Audit and Risk Committee Report on page 115, there continues to be a lack of formality
and documentation in the Group’s control environment, particularly in respect of models, journal entries and
balance sheet reconciliations. In response, the Directors have implemented a controls remediation plan which
has identified a significant number of areas for improvement. As this remediation plan is ongoing we extended
the scope of our substantive audit procedures in response to the identified deficiencies. Further details are set
out in the ‘impact of control deficiencies’ key audit matter in section 5.1 above.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impacts of climate change on Group’s business and its
Financial Statements. The Group has assessed the risk and opportunities relevant to climate change and has
elevated the Environmental risk to a principal risk across the Group on page 39.
As a part of our audit procedures, we have held discussions with the Directors to understand the process
of identifying climate-related risks, the determination of mitigating actions and the impact on the Group’s
Financial Statements. While the Directors have acknowledged that the transition and physical risks posed by
climate change have the potential to impact the Group’s current operations, they have assessed that there
is no material impact arising from climate change on the judgements and estimates made in the Financial
Statements as at 30 November 2022. We have performed our own qualitative risk assessment of the potential
impact of the climate change on the Group’s account balances and classes of transaction and did not identify
any reasonably possible risks of material misstatement on specific account balances. Our procedures included
reading disclosures included in the Strategic Report and Sustainability Report to consider whether they are
materially consistent with the Financial Statements and our knowledge obtained in the audit.
8. Other information
The other information comprises the information included in the annual report, other than the
Financial Statements and our auditor’s report thereon. The Directors are responsible for the other
information contained within the annual report.
Our opinion on the Financial Statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the Financial Statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the Financial Statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
157
9. Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the
preparation of the Financial Statements and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the preparation of Financial Statements that
are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Directors are responsible for assessing the Group’s and the parent
Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or
the parent Company or to cease operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these Financial Statements.
A further description of our responsibilities for the audit of the Financial Statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-
compliance with laws and regulations, we considered the following:
y
the nature of the industry and sector, control environment (in particular the deficiencies we identified in this
area, see 5.1 above) and business performance including the design of the Group’s remuneration policies,
key drivers for Directors’ remuneration, bonus levels and performance targets;
y
the Group’s own assessment of the risks that irregularities may occur either as a result of fraud or error;
y
results of our enquiries of management, internal audit, the Directors and the audit and risk committee
about their own identification and assessment of the risks of irregularities;
y
any matters we identified having obtained and reviewed the Group’s documentation of their policies and
procedures relating to:
o
identifying, evaluating and complying with laws and regulations and whether they were aware of any
instances of non-compliance;
o
detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud;
o
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
y
the matters discussed among the audit engagement team and relevant internal specialists, including tax,
valuations, pensions, IT and forensic specialists regarding how and where fraud might occur in the Financial
Statements and any potential indicators of fraud.
FINANCIAL STATEMENTS
158
As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the following areas:
y
going concern;
y
management estimates of variable consideration in revenue recognition for certain long-term contracts in
the RM Assessment business;
y
classification of adjusted items;
y
completeness of liabilities;
y
valuation of TUPE provisions;
y
accounting for major capital programmes;
y
carrying value of certain contract assets;
y
impairment of parent Company investment in subsidiaries; and
y
impairment of goodwill.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to
the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing
on provisions of those laws and regulations that had a direct effect on the determination of material amounts
and disclosures in the Financial Statements. The key laws and regulations we considered in this context
included the UK Companies Act, Listing Rules, pensions legislation and tax legislation in relevant jurisdictions.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the
Financial Statements but compliance with which may be fundamental to the Group’s ability to operate or to
avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified the following key audit matters related to the potential risk of
fraud:
y
going concern;
y
management estimates of variable consideration in revenue recognition for certain long-term contracts in
the RM Assessment business; and
y
completeness of liabilities (which is included as part of the key audit matter in relation of the impact of
control deficiencies in section 5.1).
The key audit matters section of our report explains the matters in more detail and also describes the specific
procedures we performed in response to those key audit matters.
In addition to the above, our procedures to respond to risks identified included the following:
y
reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect on the
Financial Statements;
y
enquiring of management, the audit and risk committee and legal counsel concerning actual and potential
litigation and claims;
y
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks
of material misstatement due to fraud;
159
y
reading minutes of meetings of those charged with governance, reviewing internal audit reports and
reviewing correspondence with HMRC;
y
reviewing the disclosures in the Audit and Risk Committee Report on page 113 relating to relating to the
new revenue stream and associated control failing;
y
in addressing the risk of bias in the classification of adjusted items, we have challenged whether items
presented as adjustments are classified in line with the accounting policy, whether disclosures comply
with the FRC regulatory guidance, whether treatment of items of income and expense are appropriate and
whether adjustments are adopted consistently between years;
y
with regards to the valuation of TUPE provisions we challenged the Directors to explain the rationale for the
provision recorded and assessed the appropriateness of the accounting treatment relating to the release of
that provision in the current period;
y
with regards to accounting for major capital programmes we have performed testing of a sample of
transactions to determine whether it was appropriate to capitalise those items;
y
with regards to the carrying value of certain contract assets we have tested evidential support to ensure
assets are recoverable including obtaining third party confirmations and proof of payment post year end;
y
with regards to the impairment of parent Company investment in subsidiaries and goodwill impairment
the risk was focused on cash flow forecasts and discount rate used. We challenged the key assumptions
within the Directors’ forecasts as described in the going concern key audit matter in section 5.2, the
level of disclosures provided in the Financial Statements and we worked with our valuation specialists to
independently assess the discount rate used;
y
in addressing the risk of fraud through management override of controls, testing the appropriateness of
journal entries and other adjustments; assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement
team members, including internal specialists, and remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
y
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
y
the strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and the parent Company and their
environment obtained in the course of the audit, we have not identified any material misstatements in the
strategic report or the Directors’ report.
FINANCIAL STATEMENTS
160
13. Corporate Governance Statement
The Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of
the UK Corporate Governance Code specified for our review.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
y
we have not received all the information and explanations we require for our audit; or
y
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
y
the parent Company Financial Statements are not in agreement with the accounting records and returns.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the audit and risk committee, we were appointed by the Board on 8 April
2021 to audit the Financial Statements for the year ending 30 November 2021 and subsequent financial periods.
The period of total uninterrupted engagement including previous renewals and reappointments of the firm is
two years, covering the years ending 30 November 2021 to 30 November 2022
.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors’
remuneration have not been made or the part of the Directors’ remuneration report to be audited is not in
agreement with the accounting records and returns.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the Financial Statements
and our knowledge obtained during the audit:
y
the Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified, set out on page 78;
y
the Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment
covers and why the period is appropriate, set out on page 82;
y
the Directors' statement on fair, balanced and understandable, set out on page 146;
y
the Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks, set out on page 34;
y
the section of the annual report that describes the review of effectiveness of risk management and
internal control systems, set out on page 115; and
y
the section describing the work of the audit and risk committee, set out on page 108.
We have nothing to report in respect of these matters.
We have nothing to report in respect of these matters.
161
15.2. Consistency of the audit report with the additional report to the audit and risk committee
Our audit opinion is consistent with the additional report to the audit and risk committee we are required to
provide in accordance with ISAs (UK).
16. 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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R,
these Financial Statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial
Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory
Technical Standard (‘ESEF RTS’). This auditor’s report provides no assurance over whether the annual financial
report has been prepared using the single electronic format specified in the ESEF RTS.
Kate Hadley (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Birmingham, United Kingdom
29 March 2023
161
 
FINANCIAL STATEMENTS
162
CONSOLIDATED INCOME STATEMENT
Year ended 30 November 2022
Year ended 30 November 2021
Note
Adjusted
£000
Adjustments
£000
Total
£000
Restated
Adjusted
£000
Restated
Adjustments
£000
Restated
Total
£000
Continuing operation
Revenue
3
214,167
-
214,167
206,149
-
206,149
Cost of sales
(146,878)
-
(146,878)
(138,771)
-
(138,771)
Gross profit
67,289
-
67,289
67,378
-
67,378
Operating expenses
5
(58,956)
(26,833)
(85,789)
(50,752)
(12,882)
(63,634)
Increase in allowance
for receivables
20
(850)
-
(850)
(157)
-
(157)
Impairment losses
14
-
(2,236)
(2,236)
-
-
-
Profit/(loss) from
operations
7,483
(29,069)
(21,586)
16,469
(12,882)
3,587
Finance income
8
614
-
614
28
-
28
Other income
8
-
3,010
3,010
-
1,399
1,399
Finance costs
9
(2,825)
-
(2,825)
(1,396)
-
(1,396)
Profit/(loss) before tax
5,272
(26,059)
(20,787)
15,101
(11,483)
3,618
Tax
10
(1,760)
6,458
4,698
(3,282)
1,858
(1,424)
Profit/(loss) from the year
from continuing operation
3,512
(19,601)
(16,089)
11,819
(9,625)
2,194
Profit for the year from
discontinuing operation
21
1,590
-
1,590
2,000
-
2,000
Profit/(loss) from the year
5,102
(19,601)
(14,499)
13,819
(9,625)
4,194
Earnings per ordinary share
on continuing operations
11
- basic
4.2p
(19.3)p
14.2p
2.6p
- diluted
4.2p
(19.3)p
14.0p
2.6p
Earnings per ordinary share
on discontinuing operations
11
- basic
1.9p
1.9p
2.4p
2.4p
- diluted
1.9p
1.9p
2.4p
2.4p
Earnings per ordinary share
on total operations
11
- basic
6.1p
(17.4)p
16.6p
5.0p
- diluted
6.0p
(17.4)p
16.4p
5.0p
Paid and proposed
dividends per share
12
- interim
-
1.70p
- final
-
3.00p
Throughout this statement, adjusted profit and EPS measures are stated after adjusting items which are
identified by virtue of their size, nature and/or incidence. The treatment of adjusted items is applied consistently
period on period and is consistent with the way that underlying trading performance is measured by
management (see Note 6 for details). The restatement is detailed in Note 33.
The notes on pages 170 to 235 form an integral part of these Financial Statements.
 
 
163
Year ended
30 November 2022
Year ended
30 November 2021
Note
£000
£000
(Loss)/profit for the year
(14,499)
4,194
Items that will not be reclassified subsequently to profit or loss
Defined benefit pension scheme remeasurements
26
(12,157)
44,860
Tax on items that will not be reclassified subsequently 
to profit or loss
10
2,914
(10,364)
Items that are or may be reclassified subsequently to profit or loss
Fair value (loss)/gain on hedged instruments
(440)
242
Tax on items that are or may be reclassified subsequently 
to profit or loss
10
11
(45)
Exchange gain/(loss) on translation of overseas operations
301
(180)
Other comprehensive (expense)/income
(9,371)
34,513
Total comprehensive (expense)/income
(23,870)
38,707
The notes on pages 170 to 235 form an integral part of these Financial Statements.
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
 
 
FINANCIAL STATEMENTS
164
CONSOLIDATED BALANCE SHEET
At 30 November 2022
Restated*
At 30 November 2021
Restated*
At 30 November 2020
Note
£000
£000
£000
Non-current assets
Goodwill
13
49,401
49,202
49,322
Intangible assets
14
25,510
26,088
20,870
Property, plant and equipment
15
15,892
16,217
8,423
Right-of-use asset
16
16,364
18,018
19,391
Defined benefit pension scheme surplus
26
23,959
35,037
665
Other receivables
20
291
82
63
Contract fulfilment assets
19
1,713
1,486
1,566
Deferred tax assets
10
173
156
5,333
133,303
146,286
105,633
Current assets
Inventories
18
26,359
19,055
18,594
Trade and other receivables
20
36,203
33,661
31,271
Contract fulfilment assets
19
1,727
1,360
728
Assets held for sale
21
418
3,034
4,793
Tax assets
2,733
3,665
2,633
Cash and cash equivalents
1,911
3,560
5,941
69,351
64,335
63,960
Total assets
202,654
210,621
169,593
Current liabilities
Trade and other payables
22
(65,639)
(61,695)
(61,817)
Tax liabilities
-
-
(163)
Provisions
24
(2,142)
(2,066)
(435)
Overdraft
-
(2,082)
(2,480)
Borrowings
23
(48,728)
-
-
Liabilities directly associated with
assets classified as held for dale
21
(2,082)
-
-
(118,591)
(65,843)
(64,895)
Net current (liabilities)/assets
(49,240)
(1,508)
(935)
Non-current liabilities
Other payables
22
(19,094)
(21,072)
(20,987)
Provisions
24
(666)
(1,475)
(3,998)
Deferred tax liability
10
(2,306)
(10,830)
(3,339)
Defined benefit pension scheme obligation
26
(1,354)
(4,686)
(19,318)
Borrowings
23
-
(19,744)
(4,779)
(23,420)
(57,807)
(52,421)
Total liabilities
(142,011)
(123,650)
(117,316)
Net assets
60,643
86,971
52,277
Equity attributable to shareholders
Share capital
25
1,917
1,917
1,917
Share premium account
27,080
27,080
27,080
Own shares
27
(444)
(444)
(841)
Capital redemption reserve
94
94
94
Hedging reserve
(263)
177
(65)
Translation reserve
(581)
(882)
(702)
Retained earnings
32,840
59,029
24,794
Total equity
60,643
86,971
52,277
*The prior year has been restated - please refer to Note 33.
The notes on pages 170 to 235 form an integral part of these Financial Statements.
These Financial Statements of RM plc, registered number 01749877, were approved and authorised for issue
by the Board of Directors on 28 March 2023.
On behalf of the Board of Directors
Mark Cook
Director
 
 
165
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
Note
Share
capital
£000
Share
premium
£000
Own
shares
£000
Capital
redemption
reserve
£000
Hedging
reserve
£000
Translation
reserve
£000
Retained
earnings
£000
Total
£000
At 1 December 2020 -
as restated
1,917
27,080
(841)
94
(65)
(702)
24,794
52,277
Profit for the year - restated
-
-
-
-
-
-
4,194
4,194
Other comprehensive
income/(expense)
-
-
-
-
242
(180)
34,451
34,513
Total comprehensive
income/(expense)
-
-
-
-
242
(180)
38,645
38,707
Transactions with owners of the Company:
Share-based payment
awards exercised
-
-
397
-
-
-
(397)
-
Share-based payment
fair value charges
28
-
-
-
-
-
-
(100)
(100)
Ordinary dividends paid
11
-
-
-
-
-
-
(3,913)
(3,913)
At 1 December 2021 - restated
1,917
27,080
(444)
94
177
(882)
59,029
86,971
Loss for the year
-
-
-
-
-
-
(14,499)
(14,499)
Other comprehensive
(expense)/income
-
-
-
-
(440)
301
(9,232)
(9,371)
Total comprehensive
(expense)/income
-
-
-
-
(440)
301
(23,731)
(23,870)
Transactions with owners of the Company:
Share-based payment
fair value charges
28
-
-
-
-
-
-
40
40
Ordinary dividends paid
12
-
-
-
-
-
-
(2,498)
(2,498)
At 30 November 2022
1,917
27,080
(444)
94
(263)
(581)
32,840
60,643
The notes on pages 170 to 235 form an integral part of these Financial Statements.
 
 
FINANCIAL STATEMENTS
166
CONSOLIDATED CASH FLOW STATEMENT
At 30 November 2022
Restated
At 30 November 2021
Note
£000
£000
(Loss)/profit before tax from continuing operations
(20,787)
3,618
Profit before tax from discontinuing operations
1,590
2,000
Proceeds on disposal of intangible licences
(2,791)
-
Gain on disposal of property
(221)
(1,399)
Finance income
8
(612)
(28)
Finance costs
9
2,825
1,396
(Loss)/profit from operations,
including discontinued operations
(19,996)
5,587
Adjustments for:
Amortisation and impairment of intangible assets
14
4,354
2,406
Depreciation and impairment of property, plant and equipment
15,16
5,149
4,281
Utilisation of contract fulfillment asset
2,326
1,446
Loss/(gain) on disposal of property, plant and equipment
5
41
(50)
(Gain)/loss on foreign exchange derivatives
(204)
64
Share-based payment charge/(credit)
40
(100)
Increase/(decrease) in provisions
1,469
(353)
Defined benefit pension scheme administration cost
26
8
52
Operating cash flows before movements in working capital
(6,813)
13,333
Increase in inventories
(7,304)
(460)
Increase in receivables
(4,095)
(2,318)
Increase in contract fulfilment assets
(2,920)
(1,999)
Movements in payables
- increase in trade and other payables
5,517
1,177
- utilisation of provisions
24
(1,514)
(528)
Cash (used in)/generated from operations
(17,129)
9,205
Defined benefit pension scheme cash contributions
26
(4,537)
(4,450)
Tax credit/(paid)
880
(135)
Net cash (used in)/generated from operating activities
(20,786)
4,620
Investing activities
Interest received
3
28
Proceeds on disposal of intangible licences
2,791
-
Proceeds on disposal of property, plant and equipment
3,299
3,214
Purchases of property, plant and equipment
15
(1,575)
(8,024)
Purchases of other intangible assets
14
(3,627)
(7,805)
Net cash generated by/(used in) investing activities
891
(12,587)
Financing activitites
Dividends paid
12
(2,498)
(3,913)
Drawdown of borrowings
23
73,000
58,000
Repayment of borrowings
23
(44,000)
(43,000)
Borrowing facities arrangement and commitment fees
(436)
(497)
Interest paid
(2,312)
(675)
Payment of leasing liabilities
(3,461)
(3,889)
Net cash generated from financing activities
20,293
6,026
Net increase/(decrease) in cash and cash equivalents
398
(1,941)
Cash and cash equivalents at the beginning of the year
1,478
3,461
Effect of foreign exchange rate changes
35
(42)
Cash and cash equivalents at the end of the year
1,911
1,478
Bank overdraft
-
(2,082)
Cash at bank
1,911
3,560
Cash and cash equivalents at the end of the year
1,911
1,478
The restatement is detailed in Note 33. As detailed in Note 23, the borrowings represent a revolving credit
facility with amounts drawn down and repaid throughout the year.
 
167
COMPANY BALANCE SHEET
At 30 November 2022
At 30 November 2021
Note
£000
£000
Non-current assets
Investments
17
126,470
126,430
Other receivables
20
7,858
7,263
Deferred tax asset
10
1,576
-
135,904
133,693
Current assets
Trade and other receivables
20
115
106
Tax assets
-
526
115
632
Total assets
136,019
134,325
Current liabilities
Accruals
22
(93)
(118)
Trade and other payables
22
(27,297)
(49,602)
Borrowings
23
(48,728)
-
(76,118)
(49,720)
Net current liabilities
(76,003)
(49,088)
Non-current liabilities
Borrowings
23
-
(19,744)
-
(19,744)
Total liabilities
(76,118)
(69,464)
Net assets
59,901
64,861
Equity attributable to equity holders
Share capital
25
1,917
1,917
Share premium account
27,080
27,080
Own shares
27
(444)
(444)
Capital redemption reserve
94
94
Retained earnings
31,254
36,214
Total equity
59,901
64,861
The notes on pages 170 to 235 form an integral part of these Financial Statements.
The Company has taken the exemption under s408 of the Companies Act 2006, not to produce an
Income Statement. During the year the loss for the year was £2,502,000 (2021: £3,608,000 profit).
These Financial Statements of RM plc, registered number 01749877, were approved and authorised
for issue by the Board of Directors on 28 March 2023.
On behalf of the Board of Directors
Mark Cook
Director
FINANCIAL STATEMENTS
168
COMPANY STATEMENT OF CHANGES IN EQUITY
Note
Share
capital
£000
Share
premium
£000
Own
shares
£000
Capital
redemption
reserve
£000
Retained
earnings
£000
Total
£000
At 1 December 2020
1,917
27,080
(841)
94
37,016
65,266
Profit for the year
-
-
-
-
3,608
3,608
Total comprehensive income
-
-
-
-
3,608
3,608
Transactions with owners of the Company:
Share-based payment awards
exercised
-
-
397
-
(397)
-
Share-based payment
fair value charges
28
-
-
-
-
(100)
(100)
Ordinary dividends paid
11
-
-
-
-
(3,913)
(3,913)
At 30 November 2021
1,917
27,080
(444)
94
36,214
64,861
Loss for the year
-
-
-
-
(2,502)
(2,502)
Total comprehensive expense
-
-
-
-
(2,502)
(2,502)
Transactions with owners of the Company:
Share-based payment
fair value charges
28
-
-
-
-
40
40
Ordinary dividends paid
12
-
-
-
-
(2,498)
(2,498)
At 30 November 2022
1,917
27,080
(444)
94
31,254
59,901
The notes on pages 170 to 235 form an integral part of these Financial Statements.
169
FINANCIAL STATEMENTS
170
NOTES TO THE FINANCIAL STATEMENTS
1. General information
RM plc (‘Company’) is incorporated in England and
Wales and listed on the London Stock Exchange.
It is the parent Company of a group of companies
(‘Group’) whose business activities and financial
position, together with the factors likely to affect
its future development, performance and position,
and risk management policies are presented in the
Strategic Report and the Directors’ Report. The
registered address is: 142B Park Drive, Milton Park,
Abingdon, Oxfordshire OX14 4SE.
Consolidated Income Statement presentation
The Directors assess the performance of the
Group using an adjusted operating profit and profit
before tax. The policy for the use of Alternative
Performance Measures is explained in Note 2 with
further details provided in Note 6.
2. Significant accounting policies
The accounting policies are drawn up in
accordance with international accounting
standards in conformity with the requirements of
the Companies Act 2006.
These accounting policies have been consistently
applied to the years presented.
The Financial Statements are prepared on a
going concern basis. The Directors’ reasons for
continuing to adopt this basis are set out in the
Going Concern section of the Strategic Report
and below.
Basis of preparation
The Financial Statements have been prepared
in accordance with international accounting
standards in conformity with the requirements of
the Companies Act 2006. They are prepared on
a historical cost basis except for certain financial
instruments, share-based payments and pension
assets and liabilities which are measured at fair
value. In addition, assets held for sale are stated
at the lower of previous carrying amount and the
fair value less costs to sell. The preparation of
Financial Statements, in conformity with generally
accepted accounting principles, requires the use of
estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
Financial Statements and the reported amounts
of revenues and expenses during the reporting
period. Although these estimates are based on the
Directors’ best knowledge of current events and
actions, actual results ultimately may differ from
those estimates.
The Company has applied FRS 101 issued by the
Financial Reporting Council (FRC) incorporating
the Amendments to FRS 101 issued by the FRC in
July 2015, and the amendments to company law
made by The Companies, Partnerships and Groups
(Accounts and Reports) Regulations 2015. In these
Financial Statements, the Company has applied
the exemptions available under FRS 101 in respect
of the following disclosures:
y
A Cash Flow Statement and related notes;
y
Comparative period reconciliations for share
capital and tangible fixed assets;
y
Disclosures in respect of transactions with
wholly owned subsidiaries;
y
Disclosures in respect of capital management;
y
The effects of new but not yet effective
IFRSs; and
y
Disclosures in respect of the compensation of
Key Management Personnel.
The Company produces consolidated Financial
Statements which are prepared in accordance with
International Financial Reporting Standards. As the
consolidated Financial Statements of the Company
include the equivalent disclosures, the Company
has also taken the exemptions under FRS 101
available in respect of the following disclosures:
y
IFRS 2 Share Based Payments in respect of
Group settled share based payments; and
y
The disclosures required by IFRS 7 and IFRS 13
regarding financial instrument disclosures have
not been provided.
As permitted by s408 of the Companies Act
2006 the Company has elected not to present
its own profit and loss account or Statement of
Comprehensive Income for the year. The profit
attributable to the Company is disclosed in the
footnote to the Company’s balance sheet.
171
New accounting standards in issue but not
yet effective
At the date of authorisation of these Financial
Statements, the Group has not applied the
following new and revised IFRs Standards that have
been issued but are not yet effective:
y
Annual Improvements 2018–2020 cycle
y
Amendments to IAS 37: Costs of fulfilling an
onerous contract
y
Amendments to IAS 16: Property, plant and
equipment
y
Amendment to IFRS 3: Business Combinations
y
Amendments to IAS 1: Presentation of
Financial Statements and IFRS Practice
Statement 2: Disclosure of accounting policies
y
Amendments to IAS 12: Deferred tax related
to assets and liabilities arising from a single
transaction
y
IFRS 17: Insurance Contracts
y
Amendments to IAS 1 – Classification of
liabilities as Current or Non-Current
y
Amendments to IFRS 16 – Lease liability in a
Sale and Leaseback
The application of these new standards and
amendments is not expected to have a material
impact on the Group.
Going concern
The Financial Statements have been prepared on a
going concern basis which the Directors consider
to be appropriate for the following reasons.
The Directors have prepared cash flow forecasts
for the period to the end of May 2024 which
indicate that taking into account reasonably
plausible downsides as discussed below, the
Company has sufficient funds to meet its liabilities
as they fall due for at least 12 months from the
date of this report.
In assessing the going concern position the
Directors have considered the balance sheet
position as included on page 164 and the level of
available finance not drawn down.
At 30 November 2022, the Group had adjusted
net debt of £46.8m (November 2021: £18.3m)
and drawn facilities of £49.0m (November 2021:
£20m). RM Group has a £70m (2021: £70m)
committed bank facility (“the facility”) at the date
of this report and the details of an extension and
amendment to the facility are included in the
Treasury Management section on page 76. Further
details are set out in Note 31. Liquidity headroom
at 30 November 2022 was £23.2m (2021: £47.9m).
Average adjusted net debt over the year to 30
November 2022 was £46.8m (2021: £15.8m)
with a maximum borrowings position of £64.1m
(2021: £29.7m). The drawn facilities are expected
to fluctuate over the period considered for going
concern and are not anticipated to be fully repaid
in this period.
Since the year-end, the Group has secured an
agreement with Lenders, which extends the
existing £70m facility to July 2025. This agreement
provides lenders a fixed and floating charge over
the shares of all obligor companies (except for
RM plc) and has reset the covenants under the
facility. For going concern purposes the board
have assessed performance against the following
covenants:
y
a quarterly LTM EBITDA (post IFRS16) covenant
test from May 2023 to November 2024
y
a 'hard' liquidity covenant test requiring the
Company to have liquidity greater than £7.5
million on the last business day of the month
and liquidity not be below £7.5 million at the
end of two consecutive weeks within a month.
As outlined in the Treasury Management
section of the CFO report, this covenant test is
conditional on the sale of the RM Integris and
RM Finance businesses.
The Chief Financial Officer’s statement outlines
the performance of the Group in the year to
30 November 2022. This statement highlights
the material impact of the IT implementation in
the Consortium brand of RM Resources, where
the disruption materially reduced revenues and
elevated costs in what was already a challenging
market backdrop of inflationary pressures
on school budgets. The Assessment Division
benefited from the first full UK exam series since
2019 and expanded customer numbers and
volumes and the remainder of the RM Resources
Division delivered a strong performance with
TTS UK revenues growing 10% and International
revenues 40%. Despite the reduction in operating
cash flows caused by the IT implementation
disruption the Group generated £7.4m of adjusted
operating cash in the year.
FINANCIAL STATEMENTS
172
However, the resulting impact was a materially
reduced operating performance versus 2021, with
the Group making an operating loss for the year
and reporting a significant elevation of the net
debt position.
For going concern purposes, the Group has
assessed a base case scenario that assumes
no significant downturn in UK or International
markets from that experienced in the year to 30
November 2022 and assumes a broadly similar
macroeconomic environment to that currently
being experienced.
The base case reflects shareholders voting
in favour of the sale of the RM Integris and
RM Finance businesses from the RM Technology
Division. The net proceeds of the Sale, when
received, will provide the Group with additional
liquidity to strengthen the Continuing Group's
balance sheet and reduce indebtedness as well
as support the Group's strategy to build a more
focused, sustainable business for the long term.
As discussed in detail within this report the
IT implementation in the Consortium brand
significantly impacted the performance of
the Group in 2022. The base case reflects the
finalisation of this project within the Consortium
brand in time for schools peak buying season.
There are no further IT program implementations
included in the base case in the outlook period.
Revenue growth in the base case is driven from
four key areas:
y
Reduced Consortium disruption in 2023
following finalisation of the IT implementation,
although volumes in the three-year budget
period are not expected to return to
2019 levels.
y
New contract wins in RM Assessment and
RM Technology and increased hardware and
infrastructure revenues in RM Technology
associated with the UK government’s three-
year Connect the Classroom program for
which they have provided £150m in funding.
y
International volume growth in the
RM Resources business, although this is
modelled below that seen in 2022.
Overall margins in the base budget are flat from
2022 to 2023 and a marginal increase in 2024. The
increase in FY24 is largely the result of revenue
growth, revenue mix and some underlying service
delivery improvements.
Adjusted net debt reduces materially within the
assessment period which is largely the result of
£8.5m of IPv4 address sales (which have already
occurred) and the proceeds from the sale of the
RM Integris and RM Finance businesses. The base
budget includes investment required to maintain
the existing customer base and enable the growth
modelled and does not include the payment of
dividends.
There are working capital initiatives built into the
underlying budget, which are focussed on aligning
to the pre COVID and pre-IT implementation run
rate positions rather than seeking to go further.
There is no further management of working capital
modelled within the base case.
Under the base case, taking account of available
facilities and existing cash resources and the net
proceeds of the Sale, the working capital available
to the Continuing Group is sufficient to meet its
liabilities as they fall due for at least 12 months
from the date of this report.
If the Sale were not to proceed and the Group's
results over the relevant period continue to be in
line with the Company's current expectations, it
is not expected to be in breach of the financial
covenants contained in its financing documents
and would have sufficient liquidity headroom at all
times within the 12-month period.
In connection with the Sale and as part of the
Group's business planning process, the Board has
closely monitored the Group's financial forecasts,
key uncertainties, and sensitivities. As part of this
exercise, the Board has reviewed a number of
scenarios, including a base case and reasonable
worst case downside scenario, both where the
Sale does proceed and where the Sale does not
proceed. This scenario includes:
RM Resources
y
School budgets are more challenged than
expected and schools focus on essentials
leading to a 10% reduction in TTS brand
volumes in 2023 and 2024 taking them
below 2022 in both years. Consortium brand
revenues are also decreased by 10% in 2024.
173
y
IT system implementation timelines are
extended reducing revenues by c.20% in the
Consortium brand through the peak period in
2023 taking them below 2022 levels.
y
International volume growth is materially
below that seen in 2022, with expected
growth reduced by one half.
y
Consortium overdue receivables remain
elevated until the half year 2023 and the
business experiences a higher volume of
returns than is usual for the business resulting
from the IT implementation challenges.
This scenario results in a c.£4m reduction in
liquidity headroom.
RM Technology
y
Removal of revenue growth in the
RM Technology business reflecting a more
challenging market environment related to
new hardware and infrastructure wins. This
results in a c9% reduction in 2023 revenues
and c7% in 2024, resulting in 2023 revenues
being below those in 2022.
RM Assessment
y
Pipeline delays and reduced conversion in the
RM Assessment Division reduces new business
revenues by c90% in 2023 and c80% in 2024.
This reduces revenue growth in the base case
down to contracted positions.
Central Corporate
y
Central efficiency targets are not achieved in
2023 or 2024 which increase central costs in
2023 to be 15% above 2022 and in line with
2022 in 2024.
Other
y
The £4m contingent portion of the proceeds
from the sale of the RM Integris and
RM Finance businesses is not received.
y
Central bank interest rates are maintained above
4% for the entire assessment review period
While the Board believes that all reasonable worst
case downside scenarios occurring together is
highly unlikely, under these combined scenarios
and shareholders voting in favour of the sale of the
RM Integris and RM Finance businesses, the Group
would continue to have reasonable headroom
against the Facility and comply with covenants.
Were the Sale not to proceed for any reason and
the Group performed in line with its reasonable
worst case downside scenarios the Group would
have sufficient, but limited, liquidity headroom, and
the covenants would not be breached in the 12
months following the date of this report.
The Board’s assessment of the likelihood of a
further downside scenario is remote, particularly
with the positive progress on finalising the IT
Implementation in Consortium at the date of this
report. The Board has reviewed the downside
scenario which would result in liquidity and
covenant breaches outlined below.
In addition to the reasonable worst-case scenario
the board have performed a reverse stress test
and in that scenario the first covenant that
would breach would be the liquidity covenant
in September 2023 in the circumstance that the
sale were not to proceed and the RM resources
revenue for that period were to reduce by a further
9% from the reasonable worst case scenario. The
board consider the possibility of this scenario
occurring to be highly remote.
The Board has also considered a number of
mitigating actions which could be enacted, if
necessary, to ensure that reasonable headroom
against the facility is maintained in all cases
and the Group complies with covenants. These
mitigating actions are expected to have little to no
implications to the ongoing business and include
(but are not limited to) reducing un-committed
spend, delaying recruitment and executing further
IPv4 sales.
Therefore, the Board has a reasonable expectation
that the Company has adequate resources to
continue in operational existence and meet its
liabilities as they fall due for a period of not less
than 12 months from the date of approval of
these Financial Statements, having considered
both the availability of financial facilities and
the forecast liquidity and expected future
covenant compliance. For this reason, the
Company continues to adopt the going concern
basis of accounting in preparing the annual
Financial Statements.
FINANCIAL STATEMENTS
174
Alternative Performance Measures (APMs)
In response to the Guidelines on APMs issued by
the European Securities and Markets Authority
(ESMA) and the Financial Reporting Council (FRC),
additional information on the APMs used by the
Group is provided below.
The following APMs are used by the Group:
y
Adjusted operating profit
y
Adjusted operating margin
y
Adjusted profit before tax
y
Adjusted tax
y
Adjusted profit after tax
y
Adjusted earnings per share
y
Adjusted diluted earnings per share
y
Adjusted cash conversion
y
EBITDA
y
Adjusted net debt
y
Average adjusted net debt
Further explanation of what each APM comprises
and reconciliations between Statutory reported
measures and adjusted measures are shown
in Note 6.
The Board believes that presentation of the Group
results in this way is relevant to an understanding
of the Group’s financial performance (and that of
each segment). Underlying performance excludes
adjusted items which are identified by virtue of
their size, nature and/or incidence. The treatment
of adjusted items is applied consistently period
on period. This presentation is consistent with
the way that financial performance is measured
by management, reported to the Board, the basis
of financial measures for senior management’s
compensation schemes and assists in providing
supplementary information that assists the user to
understand the underlying financial performance,
position and trends of the Group.
The APMs used by the Group are not defined
terms under IFRS and may therefore not be
comparable with similarly titled measures reported
by other companies. They are not intended to be
a substitute for, or superior to, GAAP measures.
All APMs relate to the current year results and
comparative periods where provide.
Consolidation
The Group Financial Statements incorporate the
Financial Statements of the Company and all its
subsidiaries for the periods during which they were
members of the Group.
Inter-company balances and transactions
between Group companies are eliminated on
consolidation. On acquisition, assets and liabilities
of subsidiaries are measured at their fair values
at the date of acquisition with any excess of the
cost of acquisition over this value being capitalised
as goodwill.
Subsidiaries are entities controlled by the Group.
The Group controls an entity when it is exposed
to, or has rights to, variable returns from its
involvement with the entity and has the ability
to affect those returns through its power over
the entity. In assessing control, the Group takes
into consideration potential voting rights. The
acquisition date is the date on which control
is transferred to the acquirer. The Financial
Statements of subsidiaries are included in the
consolidated Financial Statements from the
date that control commences until the date that
control ceases.
Investment in subsidiaries
In the Company accounts, investments in
subsidiaries are stated at cost less any provision for
impairment where appropriate.
Business combinations
For acquisitions on or after 1 January 2010, the
Group measures goodwill at the acquisition
date as:
y
the fair value of the consideration
transferred; less.
y
the net recognised amount (generally fair
value) of the identifiable assets acquired and
liabilities assumed.
When the excess is negative, a bargain purchase
gain is recognised immediately in profit or loss.
Costs related to the acquisition, other than
those associated with the issue of debt or equity
securities, are expensed as incurred.
For acquisitions before 1 January 2010, goodwill
represents the excess of the cost of the acquisition
over the Group’s interest in the recognised amount
175
(generally fair value) of the identifiable assets,
liabilities and contingent liabilities of the acquiree.
When the excess was negative, a bargain purchase
gain was recognised immediately in profit or loss.
Transaction costs, other than those associated
with the issue of debt or equity securities, that
the Group incurred in connection with business
combinations were capitalised as part of the cost
of the acquisition period.
Revenue
The Group operates a number of diverse
businesses and accordingly applies a variety of
methods for revenue recognition, based on the
principles set out in IFRS15. The revenue and
profits recognised in any period are based on
the delivery of performance obligations and an
assessment of when control is transferred to
the customer.
RM Resources provides educational supplies and
curriculum products for schools and nurseries
and revenues are recognised when products are
delivered to our customers i.e. point-in-time basis
for each product delivered.
RM Technology provides software, services and
technology to UK schools and colleges. Hardware,
right-to-use licences and related installation
revenues are recognised on delivery to our
customers at a point in time. Provision of services
and right-to-access software are recognised
over time.
RM Assessment provides digital assessment
solutions that support lifelong learning. Revenues
are recognised over-time based on the delivery
of performance obligations. In certain contracts
there are judgments in determining the basis of
revenue recognition particularly for long-term and
complex contracts.
RM Assessment revenue judgements:
In respect of certain contracts in the
RM Assessment Division management is required
to form several judgements and assumptions.
These include determining the amount of revenue
and profits to record, and related balance sheet
items (such as contract fulfilment assets, trade
receivables, accrued income and deferred income)
to recognise in the period. Judgements and
assumptions include:
y
The identification of performance obligations
included within the contract
y
The allocation of revenue to performance
obligations including the impact of variable
consideration
y
The combination of goods and services into a
single performance obligation
y
The measurement of progress for
performance obligations satisfied over time
y
The consideration of onerous contract
conditions and associated loss provisions
The impact on revenue recognition of these
judgements and assumptions is set out below.
The most significant judgements relate to
contracts with multiple performance obligations
and where there is a variable transaction price
based on the number of exam scripts. There
is significant estimation uncertainty in some
contracts relating to the estimate of scanning and
script volumes over the contract. There is also
judgement in the determination, that the provision
of technology is a right-to-access arrangement
and therefore should be recognised over time,
and the basis on which the transaction price is
allocated to separate performance obligations.
These are explained in key sources of estimation
uncertainty and key sources of critical accounting
judgements below.
Basis of revenue recognition
Revenue is recognised either when the
performance obligation in the contract has been
performed (so “point in time” recognition or “over
time” as control of the performance obligation
is transferred to the customer). For all contracts,
the Group determines if the arrangement
with a customer creates enforceable rights
and obligations.
For contracts with multiple components to be
delivered, management applies judgement to
consider whether these promised goods or
services are; (i) distinct – to be accounted for as
separate performance obligations; (ii) not distinct
– to be combined with other promised goods or
services until a bundle is identified that is distinct;
or (iii) part of a series of goods and services that
are substantially the same and have the same
pattern of transfer to the customer.
FINANCIAL STATEMENTS
176
At contract inception the total transaction price is
estimated, being the amount to which the Group
expects to be entitled and has rights to under the
present contract. This includes an assessment of
any variable consideration where the performance
obligation is satisfied over time. Such amounts
are only included based on the expected value or
the most likely outcome method, and only to the
extent it is highly probable that no revenue reversal
will occur.
The transaction price does not include estimates
of consideration resulting from change orders
for additional goods and services until these
are agreed.
Once the total transaction price is determined, the
Group allocates this to the identified performance
obligations in proportion to their relative stand-
alone selling prices and recognises revenue when
those performance obligations are satisfied. In
our RM Assessment Division the Group may sell
customer bespoke solutions, and in these cases
the Group typically uses the expected cost plus
margin or a contractually stated price approach
(if set out by performance obligation in the
contract) to estimate the stand-alone selling price
of each performance obligation. Any remaining
performance obligations for which the stand-alone
selling price is highly variable or uncertain, due to
not having previously been sold on a stand-alone
basis, is allocated applying the residual approach.
For each performance obligation, the Group
determines if revenue will be recognised over time
or at a point in time. Where the Group recognises
revenue over time for long-term contracts, this is
generally due to the Group performing and the
customer simultaneously receiving and consuming
the benefits provided over the life of the contract.
For each performance obligation to be recognised
over time, the Group applies a revenue recognition
method that faithfully depicts the Group’s
performance in transferring controls of the good
or services to the customer. This decision requires
assessment of the real nature of the goods or
services that the Group has promised to transfer
to the customer. The Group applies the relevant
input or output method consistently to similar
performance obligations in other contracts.
When using the output method the Group
recognises revenue on the basis of direct
measurements of the value to the customer of
the goods and services transferred to the date
relative to the remaining goods and services under
the contract. Where the output method is used,
where the series guidance is applied (see below for
further details), the Group often uses a method of
time elapsed which requires minimal estimation.
Certain long-term contracts use output method
based on estimation of number of scripts, or level
of service activity. There is variable consideration
relating to the number of scripts.
There is judgment in determining whether
a contract has onerous conditions. When
identified the expected loss is provided for at the
time identified.
Revenue: Transactional (point-in-time) contracts
The Group delivers goods and services in
RM Technology and RM Resources that are
transactional services for which revenue is
recognised at the point in time when the control
of the goods or services has transferred to the
customer. This may be at the point of physical
delivery of goods and acceptance by a customer
or when the customer obtains control of an asset
or service in a contract with customer-specified
acceptance criteria.
The nature of contracts or performance
obligations categorised within this revenue
type includes: (i) provision of curriculum and
educational resources for schools and nurseries;
(ii) provision of IT hardware goods and (iii)
installation of IT hardware goods.
Revenue: Over-time contracts
The Group delivers services in RM Technology and
RM Assessment Divisions under customer contracts
with variable duration. The nature of contracts and
performance obligations categorised within this
revenue type is diverse and includes: (i) outsourced
service arrangements in the public and private
sectors; and (ii) right-to-access licences (see below).
The Group considers that the services provided
meet the definition of a series of distinct goods
and services as they are: (i) substantially the same;
(ii) have the same pattern of transfer (as the series
constitutes services provided in distinct time
increments (e.g. daily, monthly, quarterly, exam
session, or annual service)) and therefore treats
the series as one performance obligation. Even if
177
the underlying activities performed by the Group
to satisfy a promise vary significantly throughout
the day and on a day by day basis, that fact, by
itself, does not mean the distinct goods or services
are not substantially the same. For the majority of
the over-time contracts with customers are in this
category, the Group recognises revenues using
the output method as it best reflects the nature
in which the Group is transferring control of the
goods or services to the customer.
Right-to-access licences are those where the
Group has a continuing involvement after the
sale or transfer of control to the customer, which
significantly affects the intellectual property to
which the customer has rights. The Group is
responsible for maintenance, continuing support,
updates and upgrades and accordingly the sale
of the initial software is not distinct. The Group’s
accounting policy for licences is discussed in more
detail below.
Revenue: Licenses
Software licences delivered by the Group can be
either “right to access” or “right to use” licences.
Right-to-access licences require continuous
upgrade and updates for the software to remain
useful, all other licences are treated as right-
to-use licences. The assessment of whether a
licence is a right-to-access licence or a right-
to-use licence involves judgement. The key
determinant of whether a licence is a right-to-
access licence is whether the Group is required
to undertake activities that significantly affect the
licence intellectual property (or the customer has
a reasonable expectation that it will do so) and
the customer is, therefore exposed to positive or
negative impacts resulting from those changes.
The Group considers for each contract that
includes a separate licence performance obligation
all the facts and circumstances in determining
whether the licence revenue is recognised over
time or at a point in time from the go live date of
the licence.
Revenue: Contract modifications
The Group’s over-time contracts are often
amended for changes in contract specifications
and requirements. Contract modifications
exist when the amendment either creates new
or changes the existing enforceable rights
and obligations. Material modifications are
predominantly extension to contract and in
the current year also relate to cancellation of
exam sessions. The Group considers whether
each contract modification is part of the original
contract or is a separate contract and allocates the
transaction price accordingly.
Revenue: Contract fulfilment costs
Contract fulfilment costs are divided into: (i) costs
that give rise to an asset; and (ii) costs that are
expensed as incurred.
When determining the appropriate accounting
treatment for such costs, the Group firstly
considers any other applicable standards. If
those other standards preclude capitalisation of
a particular cost, then the asset is recognised
under IFRS15.
If other standards are not applicable to contract
fulfilment costs, the Group applies the following
criteria which, if met, result in capitalisation: (i)
the costs directly relate to a contract or to a
specifically identifiable anticipated contract; (ii) the
costs generate or enhance resources of the entity
that will be used in satisfying (or continuing to
satisfy) performance obligations in the future; and
(iii) the costs are expected to be recovered. The
assessment of this criteria requires the application
of judgement, in particular at which point the
capitalisation ceases and the performance
obligation begins.
Revenue: Amortisation, de-recognition and
impairment of contract fulfilment assets
The Group amortises contract fulfilment assets to
cost of sales over the expected contract period
using a systematic basis that mirrors the pattern in
which the Group transfers control of the service to
the customer. The amortisation charge is included
within cost of sales.
A contract fulfilment asset is derecognised
either when it is disposed of or when no further
economic benefits are expected to flow from its
use or disposal.
Management is required to determine the
recoverability of contract related assets within
property, plant and equipment, intangible assets as
well as contract fulfilment assets, accrued income
and trade receivables. At each reporting date, the
Group determines whether or not the contract
fulfilment assets are impaired by comparing the
FINANCIAL STATEMENTS
178
carrying amount of the asset to the remaining
amount of consideration that the Group expects to
receive less costs that relate to providing services
under the relevant contract. In determining the
estimated amount of consideration, the Group
uses the same principles as it does to determine
the contract transaction price, except that any
constraints used to reduce the transaction price
will be removed for the impairment test.
Revenue: Deferred and accrued income
The Group’s customer contracts include a diverse
range of payment schedules dependent upon
the nature and type of goods and services being
provided. The Group often agrees payment
schedules at the inception of long-term contracts
under which it receives payments throughout the
term of the contracts. These payment schedules
may include progress payments as well as regular
monthly or quarterly payments for ongoing
service delivery. Payments for transactional goods
or services may be at delivery date, in arrears or
part payment in advance. There are no material
financing arrangements.
Where payments made are greater than the
revenue recognised at the period end date, the
Group recognises a deferred income contract
liability for this difference. Where payments made
are less than the revenue recognised at the period
end date, the Group recognises an accrued
income contract asset for this difference. Where
accrued income and deferred income exist on the
same contract these balances are shown net.
Intangible assets
All intangible assets, except goodwill, are stated
at cost less accumulated amortisation and any
accumulated impairment losses.
Goodwill
Goodwill represents the amount by which the
fair value of the cost of a business combination
exceeds the fair value of net assets acquired.
Goodwill is not amortised and is stated at cost less
any accumulated impairment losses.
The recoverable amount of goodwill is tested for
impairment annually or when events or changes
in circumstance indicate that it might be impaired.
Impairment charges are deducted from the
carrying value and recognised immediately in profit
or loss. For the purpose of impairment testing,
goodwill is allocated to each of the Group’s cash
generating units expected to benefit from the
synergies of the combination. If the recoverable
amount of the cash generating unit is less than the
carrying amount of the unit, the impairment loss
is allocated first to reduce the carrying amount
of any goodwill allocated to the unit and then to
the other assets of the unit pro-rata on the basis
of the carrying amount of each asset in the unit.
An impairment loss recognised for goodwill is not
reversed in a subsequent period.
Research and development costs
Research and development costs associated
with the development of software products
or enhancements and their related intellectual
property rights are expensed as incurred until all
of the following criteria can be demonstrated,
in which case they are capitalised as an
intangible asset:
a.
the technical feasibility of completing the
intangible asset so that it will be available for
use or sale; and
b.
an intention to complete the intangible asset
and use or sell it; and
c.
ability to use or sell the intangible asset; and
d.
how the intangible asset will generate probable
future economic benefits. Among other things,
the Group can demonstrate the existence of
a market for the output of the intangible asset
or the intangible asset itself or, if it is to be
used internally, the usefulness of the intangible
asset; and
e.
the availability of adequate technical, financial
and other resources to complete the
development and to use or sell the intangible
asset; and
f.
an ability to measure reliably the expenditure
attributable to the intangible asset during its
development; and
g.
the Group has the ability to control the
asset and it is separately identifiable.
Configuration costs of development activity
on a third-party SaaS solution are not deemed
to be controlled by the Group unless we
have the contractual rights to control that
software. Any configuration activity provided
179
by the SaaS supplier is expensed as incurred.
Customisation costs of development activity
on a third party SaaS solution will only be
capitalised where we have a contractual
right to control the asset and it is separately
identifiable. Any customisation activity
provided by the SaaS supplier is expensed
as incurred. In the majority of instances
where configuration or customisation on a
third party SaaS solution is performed, the
development work does not meet the criteria
of ability to control the asset nor is it separately
identifiable, so is expensed.
The technological feasibility for the Group’s
software products is assessed on an individual
basis and is generally reached shortly before the
products or services are released, and late in the
development cycle. Capitalised development
costs are amortised on a straight-line basis over
their useful lives, once the product is available
for use. Useful lives are assessed on a project-by-
project basis.
Other intangible assets
Expenditure on internally generated goodwill and
brands is recognised in the Income Statement as
an expense as incurred.
Other intangible assets that are acquired by
the Group are stated at cost less accumulated
amortisation and accumulated impairment losses.
Amortisation
Amortisation is charged to the Income Statement
on a straight-line basis over the estimated useful
lives of intangible assets unless such lives are
indefinite. Intangible assets with an indefinite
useful life and goodwill are systematically tested
for impairment at each balance sheet date. Other
intangible assets are amortised from the date they
are available for use. The estimated useful lives are
as follows:
Brand
15 years
Website platform
5 years
Other software assets
2 – 8 years
Customer relationships
3 – 5 years
Intellectual property and database assets
3 – 10 years
Property, plant and equipment
Property, plant and equipment assets are stated
at cost, less accumulated depreciation and
any accumulated impairment losses where
appropriate.
Property, plant and equipment are depreciated by
equal annual instalments to write down the assets
to their estimated disposal value at the end of their
useful lives as follows:
Freehold property
Up to 50
years
Leasehold building improvements
Up to 25
years
Plant and equipment
3 – 10 years
Specialised plant and equipment
7 – 15 years
Computer equipment
2 – 5 years
Vehicles
2 – 4 years
Impairment of tangible and intangible assets
excluding goodwill
At each balance sheet date, the Group reviews
the carrying amounts of its tangible and intangible
assets to determine whether there is any indication
that those assets have suffered an impairment
loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to
determine the extent of any impairment loss.
Where the asset does not generate cash flows
that are independent from other assets, the Group
estimates the recoverable amount of the cash
generating unit to which the asset belongs.
The recoverable amount is the higher of fair value
less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are
discounted to their present value using a pre-
tax discount rate that reflects current market
assessments of the time value of money and the
risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash
generating unit) is estimated to be less than its
carrying amount, the carrying amount of the
asset (or cash generating unit) is reduced to
its recoverable amount. An impairment loss is
recognised as an expense immediately.
FINANCIAL STATEMENTS
180
Where an impairment loss subsequently
reverses, the carrying amount of the asset (or
cash generating unit) is increased to the revised
estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the
carrying amount that would have been determined
had no impairment loss been recognised for the
asset (or cash generating unit) in prior periods. A
reversal of an impairment loss is recognised as
income immediately.
Held-for-sale asset
Held-for-sale assets are stated at the lower of cost
less accumulated depreciation and any impairment
losses where appropriate or fair value less costs
to sell.
Assets are classified as held for sale, detailed in
Note 21, if their carrying amount will be recovered
through a sale transaction rather than through
continuing use. This condition is regarded as met
only when the sale is highly probable and the
asset is available for immediate sale in its present
condition. Management must be committed to
the sale which should be expected to qualify for
recognition as a completed sale within one year
from the date of classification.
Held-for-sale liabilities
Held-for-sale liabilities are recognised initially at fair
value and subsequent to initial recognition that fair
value is remeasured at each balance sheet date.
Financial instruments
Trade and other receivables
Trade and other receivables are not interest
bearing, except those specifically detailed
in Note 20. Trade and other receivables are
recognised initially at fair value and subsequent to
initial recognition they are measured at amortised
cost using the effective interest method, less any
impairment losses.
The Group assesses on a forward-looking basis
the expected credit losses associated with
its receivables carried at amortised cost. The
impairment methodology applied depends on
whether there has been a significant increase in
credit risk. For trade receivables, the Group applies
the simplified approach permitted by IFRS 9,
resulting in trade receivables recognised and
carried at original invoice amount less an allowance
for any uncollectible amounts based on expected
credit losses.
Accrued income is recognised when services are
performed and revenue recognised in advance of
an invoice being raised.
Cash and cash equivalents
Cash comprises cash at bank and in hand and
deposits with a maturity of three months or
less from initial investment. Bank overdrafts are
included in cash only to the extent that the Group
has the unconditional right of set-off and intention
to net settle or realise simultaneously. Cash and
cash equivalents in the Cash Flow Statement
include overdrafts where they form an integral part
of the Group's cash management.
Borrowings
Borrowings relate to an unsecured revolving
cash facility, detailed in Note 31. All loans and
borrowings are initially recognised at their fair value
less any directly attributable transaction costs.
After initial recognition, loans and borrowings are
subsequently measured at amortised cost using
the effective interest method.
Trade and other payables
Trade payables on normal terms are not interest
bearing. Trade and other payables are recognised
initially at fair value and subsequent to initial
recognition they are measured at amortised cost
using the effective interest method.
Derivative financial instruments
The Group holds derivative financial instruments to
hedge its foreign currency exposure.
On initial designation of the derivative as
the hedging instrument, the Group formally
documents the relationship between the
hedging instrument and hedged item, including
the risk management objectives and strategy
in undertaking the hedge transaction and the
hedged risk, together with the methods that will
be used to assess the effectiveness of the hedging
relationship. The Group makes an assessment,
both at the inception of the hedge relationship
as well as on an ongoing basis, as to whether the
hedging instruments are expected to be “highly
effective” in offsetting the changes in the fair value
181
or cash flows of the respective hedged items
attributable to the hedged risk. For a cash flow
hedge of a forecast transaction, the transaction
should be highly probable to occur and should
present an exposure to variations in cash flows that
could ultimately affect reported profit or loss.
Derivatives are recognised initially at fair value
and attributable transaction costs are recognised
in profit or loss as incurred. Subsequent to initial
recognition, derivatives are measured at fair
value, and changes therein are accounted for as
described below. Fair value measurements are
classified using a fair value hierarchy.
Cash flow hedges
When a derivative is designated as the hedging
instrument in a hedge of the variability in cash
flows attributable to a particular risk associated
with a recognised asset or liability or a highly
probable forecast transaction that could affect
profit or loss, the effective portion of changes
in the fair value of the derivative is recognised in
Other Comprehensive Income and presented
in the hedging reserve in equity. Any ineffective
portion of changes in the fair value of the
derivative is recognised immediately in profit
or loss.
For all hedging of forecast financial transactions,
the associated cumulative gain or loss is removed
from equity and recognised in the Income
Statement in the same period or periods during
which the hedged expected future cash flows
affect profit or loss. When the hedging instrument
is sold, expires, is terminated or exercised, or
the entity revokes designation of the hedge
relationship but the hedged forecast transaction is
still expected to occur, the cumulative gain or loss
at that point remains in equity and is recognised
in accordance with the above policy when the
transaction occurs. If the hedged transaction is
no longer expected to take place, the cumulative
unrealised gain or loss recognised in equity is
recognised in the Income Statement immediately.
Other non-trading derivatives
When a derivative financial instrument is not
designated in a hedge relationship that qualifies for
hedge accounting, all changes in its fair value are
recognised immediately in profit or loss.
Inventories
Finished goods are valued at cost on a first in first
out basis, including appropriate labour costs and
other overheads. Stocks are recognised when the
Group has the rights and obligations of ownership,
which in the case of supply from the Far East
may be from the point of production or the point
of shipment. All inventories are reduced to net
realisable value where lower than cost. Provision
is made for obsolete, slow moving and defective
items where appropriate.
Provisions
A provision is recognised if, as a result of a
past event, the Group has a present legal or
constructive obligation that can be estimated
reliably, and it is probable that an outflow of
economic benefits will be required to settle the
obligation.
Provisions are determined by discounting the
expected future cash flows at a pre-tax rate that
reflects current market assessments of the time
value of money and the risks specific to the liability.
The unwinding of the discount is recognised as a
finance cost.
Restructuring
A provision for restructuring is recognised when
the Group has approved a detailed and formal
restructuring plan, and the restructuring either has
commenced or has been announced publicly.
Future operating losses are not provided for.
Onerous contracts
A provision for onerous contracts is recognised
when the expected benefits to be derived by
the Group from a contract are lower than the
unavoidable cost of meeting its obligations under
the contract. The provision is measured at the
present value of the lower of the expected cost
of terminating the contract and the expected net
cost of continuing with the contract. Before a
provision is established, the Group recognises any
impairment loss on the assets associated with that
contract.
Pension provisions related to customer contracts
IIncluded within contract risk provisions are
provisions relating to potential IAS19 liabilities from
local government pension schemes. When RM is
FINANCIAL STATEMENTS
182
awarded certain customer contracts, employees
transfer to RM under TUPE provisions and as part
of that process RM is admitted as a participating
employer into Local Government Pension
Schemes (“LGPS”). As set out in Note 26, at 30
November 2022 we were a participating employer
in 15 LGPS schemes each having between 1-4
current employees. Some of these participating
Schemes have a customer contractual guarantee
whereby RM reimburses for any IAS19 deficit when
RM ceases to be a participating employer. As a
participant in a multi-employer defined benefit
pension scheme the Group estimates the position
on an IAS 19 basis by using the most recent
triennial valuation but with appropriate and
up-to-date actuarial inputs (such as discount rate,
CPI/RPI movements), scheduled contributions
and asset movements. In the absence of available
information, and given the disproportionate
volume of information that may be required, the
liability is recorded as an IAS 37 provision without
the IAS 19 disclosure requirements being fulfilled.
The balance was not material in the prior year and
due to the schemes being in an estimated surplus
position is nil at 30 November 2022.
Due to the impractical nature of obtaining full
IAS19 information, together with a misleading
excess of information, the Group maintains
an IAS37 provision that approximates an IAS19
liability that uses market available inputs (such
as discount rate, CPI/RPI movements), internal
information (such as employee related data) but
not IAS19 inputs such as scheme asset and liability
movements, mortality assumptions that relate to
participating employees.
Dilapidations provision
A dilapidations provision is recognised when
the Group has an obligation to rectify, repair or
reinstate a leased premises to a certain condition
in accordance with the lease agreement. The
provision is measured at the present value of the
estimated cost of rectifying, repairing or reinstating
the leased premises at a specified future date.
Leases
At the inception of the lease, the Group recognises
a right-of-use asset at cost, which comprises
the present value of minimum lease payments
determined at the inception of the lease. Right-
of-use assets are depreciated using the straight-
line method over the shorter of estimated life or
the lease term. Depreciation is included within
administrative expenses in the Consolidated
Income Statement. Amendment to lease terms
resulting in a change in payments or the length
of the lease results in an adjustment to the right-
of-use asset and liability. Right-of-use assets are
reviewed for impairment when events or changes
in circumstances indicate the carrying value
may not be fully recoverable. Right-of-use assets
(excluding property leases) exclude leases with a
low value and term of 12 months or less. These
leases are expensed to the Income Statement as
incurred on a straight-line basis.
Where a right-of-use property lease is not fully
operational but is an asset under construction,
the depreciation on the asset that relates to
the non-operational period is recapitalised as a
leasehold improvement within property, plant and
equipment.
The lease liability is subsequently measured by
increasing the carrying amount to reflect interest
on the lease liability (using the effective interest
method) and by reducing the carrying amount to
reflect the lease payments made.
Interest is recognised on the lease liability,
resulting in higher finance cost in the earlier years
of the lease term. On initial recognition, lease
liabilities are recorded at the present value of lease
payments, which include:
y
fixed lease payments;
y
variable payments that depend on an
index or rate, initially measured using the
commencement date index or rate;
y
any amounts expected to be payable under
residual guarantees.
The interest rate implicit in the lease is used to
discount lease payments, or, if that rate cannot be
determined, the Group’s incremental borrowing
rate is used, being the rate that the Group would
have to pay to borrow the funds necessary
to obtain an asset of similar value in a similar
economic environment with similar terms and
conditions.
Share-based payments
The Group operates a number of executive and
employee share schemes. For all grants of share-
based payments, the fair value as at the date of
grant is calculated using a pricing model and
183
the corresponding expense is recognised over
the vesting period. Where the vesting period is
shortened after the date of grant, the remaining
expense is recognised over the shortened vesting
period. Over the vesting period and at vesting
the cumulative expense is adjusted to take into
account the number of awards expected to or
actually vesting as a result of survivorship and
where this reflects non-market-based performance
conditions. Share-based payment charges which
are incurred by a subsidiary undertaking are
included as an increase in Investments in subsidiary
undertakings within the parent Company, and a
capital contribution in the subsidiary.
Employee benefits
The Group has both defined benefit and defined
contribution pension schemes. There are three
defined benefit pension schemes, the Research
Machines plc 1988 Pension Scheme (the
“RM Scheme”) and, following the acquisition of
The Consortium in June 2017, The Consortium
CARE Scheme (the “CARE Scheme”) and the
Platinum Scheme. The RM Scheme and the
CARE Scheme are both operated for employees
and former employees of the Group only. The
Platinum Scheme is a multi-employer scheme,
with The Consortium being just one of a number
of employers. The number of the Group’s former
employees in that Scheme is small and so the
impact/risk to the Group from that Scheme
is limited.
For all defined benefit pension schemes, based on
the advice of a qualified independent actuary at
each balance sheet date and using the projected
unit method, the administrative expenses and
current service costs are charged to operating
profit, with the interest cost, net of interest on
scheme assets, reported as a financing item.
Defined benefit pension scheme remeasurements
are recognised as a component of Other
Comprehensive Income such that the balance
sheet reflects the scheme’s surplus or deficit as at
the balance sheet date. Contributions to defined
contribution plans are charged to operating profit
as they become payable.
Scheme assets are measured at bid-price, where
available, at 30 November 2022. The present value
of the defined benefit obligation was measured
using the projected unit method.
Under the guidance of IFRIC 14, the Group are
able to recognise a pension surplus on the balance
sheet for all three schemes. In the year the
Platinum and RM schemes show a surplus and the
CARE scheme is in deficit.
Employee Share Trust
The Employee Share Trust, which holds ordinary
shares of the Company in connection with certain
share schemes, is consolidated into the Financial
Statements. Any consideration paid to the Trust
for the purchase of the Company’s own shares is
shown as a movement in shareholders’ equity. The
Employee Share Trust is treated as a branch in the
consolidated Financial Statements.
Own Shares Held
The “Own Shares Reserve” figure is calculated
based on the number of shares held by the
Employee Share Trust (“EST”) as at 30 November
2022 (being 618,796 shares) multiplied by the
weighted average cost of those shares.
Translation reserve
The translation reserve comprises all foreign
exchange differences from the translation of the
Financial Statements of foreign operations. This is
not distributable.
Cash flow hedging reserve
The hedging reserve comprises the effective
portion of the cumulative net change in the
fair value of cash flow hedging instruments
related to hedged transactions that have not yet
occurred. Only realised gains and total losses are
distributable.
Taxation
Current tax, including UK corporation tax and
foreign tax, is provided at amounts expected to be
paid or recovered using the tax rates and laws that
have been enacted or substantively enacted by the
balance sheet date.
Deferred taxation is accounted for using the
balance sheet liability method in respect of
temporary differences arising from differences
between the carrying amount of assets and
liabilities in the Financial Statements and the
corresponding tax bases used in computation
of taxable profit. Deferred tax liabilities are
recognised for all taxable temporary differences
except in respect of investments in subsidiaries
FINANCIAL STATEMENTS
184
where the Group is able to control the reversal of
the temporary difference and it is probable that
the temporary difference will not reverse in the
foreseeable future.
Current tax balances are offset when there is a
legally enforceable right to set off current tax
assets against current tax liabilities.
Deferred tax assets are recognised to the extent
that it is probable that future taxable profit will be
available against which the temporary difference
can be utilised. Their carrying amount is reviewed
at each balance sheet date on the same basis.
Deferred tax is measured on an undiscounted
basis, and at the tax rates that are expected to
apply in the periods in which the asset or liability is
settled. It is recognised in the Income Statement
except when it relates to items credited or charged
directly to equity, in which case the deferred tax
is also dealt with in equity. Deferred tax assets and
liabilities are offset when they relate to income
taxes levied by the same taxation authority and
when the Group intends to settle its current tax
assets and liabilities on a net basis.
Foreign currencies
The Group presents its Financial Statements in
Sterling because this is the currency in its primary
operating environment. Balance sheet items
of subsidiary undertakings whose functional
currency is not Sterling are translated into Sterling
at the period-end rates of exchange. Income
statement items and the cash flows of subsidiary
undertakings are translated at the average rates for
the period. Exchange differences on the translation
of subsidiary opening net assets at closing rates
of exchange and the differences arising between
the translation of profits at average and closing
exchange rates are recorded as movements in the
currency translation reserve.
Transactions denominated in foreign currencies
are translated into Sterling at rates prevailing at
the dates of the individual transactions. Foreign
currency monetary assets and liabilities are
translated at the rates prevailing at the balance
sheet date. Exchange gains and losses arising are
charged or credited to the Income Statement
within operating costs. Foreign currency non-
monetary amounts are translated at rates prevailing
at the time of establishing the fair value of the
asset or liability.
The functional currency of the parent Company,
RM plc, is Sterling.
Dividends
Dividends are recognised as a liability in the
period in which the shareholders’ right to receive
payment has been established.
Key sources of estimation uncertainty
In applying the Group’s accounting policies the
Directors are required to make estimates and
assumptions. Actual results may differ from these
estimates. The Group’s key risks are set out in the
Strategic Report and give rise to the following
estimations which are disclosed within the relevant
note to the Report and Accounts:
y
Retirement benefit scheme valuation – The
key estimation sensitivities are the discount
rate applied to pension liabilities RPI/CPI and
mortality. As disclosed in Note 26, a 0.1%
movement in discount rate has a c.£3.6m
impact on the net surplus, a 0.1% movement in
RPI has a c.£3m impact and a 1 year average
life extension has a c. £6.5m impact. A 0.1%
sensitivity is disclosed as it is easily understood
and can be scaled relatively linearly.
y
Revenue from RM Assessment contracts
which contain variable revenues based on the
number of exam scripts – There is estimation
relating to estimate of total script volumes to
determine the transaction price over the life of
the contract. This estimation was reassessed
at 30 November 2022 in light of the first year
materially unaffected by COVID-19 since 2019,
the Group have updated these volumes using
a combination of customer forecast data and
the volume levels seen in 2022. The Group
assumes that script volumes in 2023 will be
broadly in line to those experienced in 2022.
o
The sensitivity analysis related to future
script volumes show that if UK and
International exams increased or reduced
15% against our assumed volumes from
2023 onwards, then revenue in 2022
would be increased or reduced by
c.£0.7m.
185
y
Trade receivables are stated at their estimated
recoverable amount. The Group uses the
practical expedient of measuring impairment
using a provision matrix which is estimated to
be consistent with applying a full credit loss
model. There is estimation in determining
the provision matrix particularly within the
Resources Division which has been impacted
by the IT implementation and as a result
has been unable to undertake normal credit
control procedures such as statements and
dunning letters for a period. A 10% increase
in expected loss on receivables due to
Consortium brand at year end would increase
the allowance for receivables by £890,000.
y
For the impairment review management has
estimated the future cash flows of the Group
based on the approved three year budget
plan. Management views the key source
of estimation uncertainty to relate to the
performance of the Resources Division where
an 15% reduction in cash flows would lead to a
£1.1m impairment (see Note 13).
Critical accounting judgements
In applying the Group’s accounting policies the
Directors are required to make judgements and
assumptions, actual results may differ from these.
The Group’s key risks are set out in the Strategic
Report and give rise to the following judgements
which are disclosed within the relevant note to the
Report and Accounts:
y
Revenue from RM Assessment contracts –
A number of judgements are made in the
application of IFRS 15 Revenue from contracts
with customers to certain RM Assessment
contracts. The most significant judgements
relate to contracts with multiple performance
obligations and where there is a variable
transaction price based on the number of
exam scripts. In these contracts there is
judgement in the determination that the
provision of technology is a right-to-access
arrangement and therefore should be
recognised over time. The factors considered
in making this judgement were the nature of
services provided, including hosting, ongoing
maintenance and system support. Judgement
is also required to allocate the transaction
price to each performance obligation, based
on an estimation of the standalone selling
price for scanning and the use of the residual
method to determine a value for the provision
of technology and support services.
y
Revenue from RM Technology contracts –
A number of judgements are made in the
application of IFRS 15 Revenue from contracts
with customers to certain RM Technology
contracts. The most significant judgement
relates to the determination that the provision
of technology is a right-to-access arrangement
and therefore should be recognised over
time. The factors considered in making
this judgement were the nature of services
provided, i.e., licensed on a subscription basis,
being centrally hosted and the customer is
unable to take possession of the software.
y
Classification of adjusting items – A number
of judgements are made in the preparation
of the Annual Report and Accounts, in the
presentation of both certain costs and income
as adjustments. The factors considered in
making this judgement are the size or nature
of the adjustment and their impact on the
segment. These are fully set out in Note 6.
y
Classification of income related to IPv4
addresses - IPv4 addresses that relate to
designated stock are recognised as revenues
(£1.3m) but those relating to assets originally
intended for use within our Technology
business (£2.8m) are other income. The
assets originally designated as intangible are
considered to be material to the the underlying
performance of the segment and have been
treated as an adjustment.
y
Going concern - in concluding the going
concern assessment without material
uncertainties was appropriate, the Directors
have made a number of significant judgements
as detailed in Note 2.
FINANCIAL STATEMENTS
186
3. Revenue
Year ended
30 November 2022
RM Resources
Transactional
£000
RM Technology
Transactional
£000
RM Technology
Over Time
£000
RM Assessment
Over Time
£000
Total
£000
Supply of products
114,357
17,108
-
-
131,465
Rendering services
9
2,519
30,357
37,979
70,864
Licences
-
5,298
5,579
961
11,838
114,366
24,925
35,936
38,940
214,167
Year ended
30 November 2021
RM Resources
Transactional
£000
RM Technology
Transactional
£000
RM Technology
Over Time
£000
RM Assessment
Over Time
£000
Restated
Total
£000
Supply of products
114,352
14,755
-
-
129,107
Rendering services
70
1,526
33,302
30,780
65,678
Licences
-
5,930
4,344
1,090
11,364
114,422
22,211
37,646
31,870
206,149
The RM Technology transactional licence revenues include £1.3m (2021: £0.4m) in relation to sales of
IPv4 addresses from designated stock. These IP addresses are held at nil cost.
Within RM Technology we have reclassified certain revenue (£5.5m) relating to right-of-access licences
from over time to point in time, and in addition certain installation services (£1.5m) from over-time revenue to
point-in-time revenue. These reclassifications better represent the point of revenue recognition. There is no
impact on total revenue with the excepton of the impact of discontinuing operations.
Each contract is analysed separately to identify the performance obligations and judgements made as to
whether, for example, goods and services should be combined. For some contracts judgement is also
required to allocate the transaction price to each performance obligation based on the standalone selling
price or, for licences, the residual amount. Judgements include determination of performance obligations and
allocation of revenue to performance obligations. Within RM Assessment scanning revenues of £6,873,000
(2021: £3,714,000) are judged to be delivered over time. The associated transaction price will be dependent
on over-time variables (such as volumes). The over-time period for scanning related revenues is over exam
sessions, but this relatively short time span may fall into different external reporting periods. Revenue is then
recognised based on these judgements which are set out in more detail in Note 2.
There is estimation relating to the output methodology (of script volumes) to determine the transaction price
as described in Note 2. This estimation was reassessed at 30 November 2022 in light of the first year materially
unaffected by COVID-19 since 2019, the Group have updated these volumes using a combination of customer
forecast data and the volume levels seen in 2022. The Group assumes that script volumes in 2023 will be
broadly in line to those experienced in 2022. During the financial close we identified that the 2020 volume
estimates had not been correctly updated to reflect the actual performance experienced during the severely
COVID-19 restricted year, leading to the Company recognising £529,000 revenue that had not been earned.
Whilst the impact would not have been material to the 2020 Financial Statements as over-recognition of
revenue at 30 November represented a material error to the 2022 accounts a prior year restatement has been
made to adjust this amount, further detail is set out in Note 33.
187
Time bands of over-time contracts order book
At 30 November 2022
RM Technology
Over Time
£000
RM Assessment
Over Time
£000
Total
Over Time
£000
< 1 year
5,192
22,257
27,449
1-2 years
3,967
13,673
17,640
2-5 years
3,259
8,325
11,584
> 5 years
-
878
878
Total
12,418
45,133
57,551
Time bands of over-time contracts order book
At 30 November 2021
RM Technology
Over Time
£000
RM Assessment
Over Time
£000
Total
Over Time
£000
< 1 year
6,125
22,270
28,395
1-2 years
5,044
19,417
24,461
2-5 years
7,934
18,224
26,158
> 5 years
-
1,040
1,040
Total
19,103
60,951
80,054
The order book represents the consideration the Group will be entitled to receive from customers when the
Group satisfies the remaining performance obligations that are not yet met from contracts in place at the
balance sheet date. However the total revenue that will be earned from the order book in future may change
through non-contracted volumetric revenue, scope changes and contract extensions. These elements have
been excluded from the figures in the table above as they are not contracted.
4. Operating Segments
The Group's business is supplying products, services and solutions to the UK and international education
markets. Information reported to the Group's Chief Executive for the purposes of resource allocation and
assessment of segmental performance is focused on the nature of each type of activity.
The Group is structured into three operating Divisions: RM Resources, RM Assessment and RM Technology. The
Chief Operating Decision Maker review segments at an adjusted operating profit level and adjustments are not
allocated to segments. Adjustments includes the impairment of intangible asset as set out in Note 6, which is
not allocated by segment nor may be broken out by segment.
A full description of each revenue-generating Division, together with comments on its performance and
outlook, is given in the Strategic Report. Corporate Services consists of central business costs associated with
being a listed company and non-division-specific pension costs.
This Segmental analysis shows the result and assets of these Divisions. Revenue is that earned by the Group
from third parties. Net financing costs and tax are not allocated to segments as the funding, cash and tax
management of the Group are activities carried out by the central treasury and tax functions.
During the year, the Group has conditionally agreed to sell the RM Integris and RM Finance Business within
RM Technology. The segment information reported on the next pages does not include any amounts for this
discontinuing operations, which are described in more detail in Note 21.
The table below shows the time bands of the expected timing of revenue to be recognised on
over-time contracts at 30 November 2022.
FINANCIAL STATEMENTS
188
Segmental results
*Included in UK are International Sales via UK Distributors of £687,000 (2021: £1,186,000).
There are no customers that individually represent over 10% of the Group’s turnover.
Year ended 30 November 2022
RM Resources*
£000
RM Assessment
£000
RM Technology
£000
Corporate
Services
£000
Total
£000
Revenue
UK
91,939
23,324
59,416
-
174,679
Europe
12,919
8,153
71
-
21,143
North America
3,555
142
1,374
-
5,071
Asia
880
1,299
-
-
2,179
Middle East
3,305
167
-
-
3,472
Rest of the world
1,768
5,855
-
-
7,623
114,366
38,940
60,861
-
214,167
Adjusted profit/(loss) from
operations
2,811
7,378
2,173
(4,879)
7,483
Investment income
614
Finance costs
(2,825)
Adjusted profit before tax
5,272
Adjustments (see Note 6)
(26,059)
Loss before tax
(20,787)
Year ended 30 November 2021
RM Resources*
£000
RM Assessment
£000
RM Technology
£000
Corporate
Services
£000
Total
£000
Revenue
UK
98,446
18,847
59,625
-
176,918
Europe
8,849
6,104
86
-
15,039
North America
1,882
-
138
-
2,020
Asia
772
1,036
-
-
1,808
Middle East
2,004
159
-
-
2,163
Rest of the world
2,469
5,724
8
-
8,201
114,422
31,870
59,857
-
206,149
Adjusted profit/(loss) from
operations
10,073
5,706
5,098
(4,408)
16,469
Investment income
28
Finance costs
(1,396)
Adjusted profit before tax
15,101
Adjustments (see Note 6)
(11,483)
Profit before tax
3,618
189
Segmental assets
Included within the disclosed segmental assets are non-current assets (excluding deferred tax assets) of
£123,201,000 (2021: £138,439,000) located in the United Kingdom, £8,953,000 (2021: £7,124,000) located in
Australia and £976,000 (2021: £554,000) located in India. Other non-segmented assets includes defined benefit
pension surplus, other receivables, tax assets and cash and short-term deposits.
RM Resources
£000
RM Assessment
£000
RM Technology
£000
Corporate
Services
£000
Total
£000
At 30 November 2022
Segmental
137,080
23,508
10,936
2,239
173,763
Other
28,891
Total assets
202,654
RM Resources
£000
RM Assessment
£000
RM Technology
£000
Corporate
Services
£000
Total
£000
At 30 November 2021
Segmental
125,670
23,949
15,960
2,517
168,096
Other
42,525
Total assets
210,621
FINANCIAL STATEMENTS
190
5. Loss from operations
Loss from operations is stated after charging/(crediting):
Note
Year ended
30 November 2022
£000
Year ended
30 November 2021
£000
Amortisation and impairment of intangible assets
14
4,354
2,386
4,354
2,386
Depreciation of property, plant and equipment:
-
charged in cost of sales
763
631
-
charged in operating expenses
4,386
4,493
15, 16
5,149
5,124
Selling and distribution costs
26,940
23,954
Research and development costs
3,078
1,260
Administrative expenses - adjusted
29,788
25,694
Adjusted operating expenses
59,806
50,909
Adjustments to administrative expenses
(see Consolidated Income Statement)
29,069
12,882
Total operating expenses
88,875
63,791
Loss/(gain) on disposal of property, plant and equipment
41
(1,449)
Cost of inventories recognised as expense
80,257
76,746
Staff costs
7
69,561
63,733
Operating lease expense
80
127
Foreign exchange (gain)/loss
(211)
233
Inventory write-offs
390
506
Decrease in inventory obsolescence provision
(215)
(419)
Fees payable to the Company's auditor
Fees payable to the Company's auditor for the audit of these
Financial Statements:
-
the audit of the Company's Financial Statements
60
50
-
the audit of the Company's subsidiaries pursuant to legislation
927
335
Other fees payable to the Company's auditor:
-
other services
125
49
1,112
434
191
6. Alternative Performance Measures
As set out in Note 2, the Group uses alternative performance measures that the Board believes reflects the
underlying performance of the Group, and it is these adjusted measures that the Board use as the primary
measures of performance measurement during the year.
*The prior year has been restated to show sale of property as other income rather than adjustments to administrative
expenses. See Note 33
The amortisation of acquisition related intangible assets is an annual recurring adjustment to profit that is a non-
cash charge arising from historical investing activities. This adjustment is made to clearly highlight the amounts
relating to historical acquisitions and is in common with peer companies across the technology sector. The
income generated from the use of these intangible assets is, however, included in the adjusted profit measures.
Other adjusted items:
These are items which are identified by virtue of either their size or their nature to be important to
understanding the performance of the business including the comparability of the results year on year. These
items can include, but are not restricted to, impairment; gain on held-for-sale assets and related transaction
costs; changes in the provision for exceptional property costs; the gain/loss on sale of operations and
restructuring and acquisition costs.
Adjustments to cost of sales and administrative expenses
Year ended
30 November 2022
£000
Restated*
Year ended
30 November 2021
£000
Adjustments to administrative expenses
Amortisation of acquisition-related intangible assets
1,839
2,010
Disposal related costs
845
-
Dual running costs related to investment strategy
5,372
2,064
Configuration of SaaS licences (ERP)
17,355
8,337
Impairment of ERP solution
2,236
-
Onerous provision for IS licences
1,168
-
Onerous lease
-
471
Restructuring costs
254
-
Total adjustments to administrative expenses
29,069
12,882
Other income
Sale of property
(219)
(1,399)
Sale of IP addresses
(2,791)
-
Total adjustments to other income
(3,010)
(1,399)
Total adjustments
26,059
11,483
Tax impact (Note 10)
(6,458)
(1,858)
Total adjustments after tax
19,601
9,625
FINANCIAL STATEMENTS
192
In 2018, following a large acquisition in the Resources Division, the Group announced a new warehouse
strategy which involved the disposal of 5 warehouses (including 3 warehouses from the newly acquired
group of companies) into one new automated warehouse. Interlinked with the automation software was a
requirement to change the ERP solution. The Group believes that whilst this programme spans a number
of years, it’s size, complexity and number of unusual costs and income are material to the understanding
of the trading performance of the business including the comparability of results year on year. As a result,
all significant costs or income relating to this programme have been treated as an adjustment to profit,
consistently period to period. Whilst this programme is ongoing, the Group have paused certain elements of
this programme at the end of the year, and so do not anticipate further dual run elements in future years.
During the year, and prior year this programme included the following costs and income:
y
Dual run related costs during the period of £2.8m (2021:£1.0m), relate to costs associated with the new
warehouse that is not yet fully operational but was acquired at the end of November 2020. These costs
include items such as utilities, security and increased warehouse staff to test the new facility and to transfer
inventory. Other dual run costs include IT costs (excluding configuration costs of SaaS licences) being
expensed that relate to running of IT systems not yet in use (£2.6m) and a provision for onerous licence
contracts of £1.2m (2021 £1.1m).
y
During the period the Group disposed of one of the assets reclassified as held for sale at 30 November
2020, which was a warehouse that was no longer be required following the estates strategy review. This
warehouse sale generated proceeds of £3.3m and a profit after direct selling costs and costs of moving
from the warehouse of £0.2m.
y
In the prior year a warehouse sale generated proceeds of £3.2m and a profit after direct selling costs and
costs of moving from the warehouse of £1.4m.
y
The configuration and customisation costs relating to our ERP programme “Evolution”, which represents
a significant investment. These costs total £17.8m (2021:£8.3m) including the tax credits of £0.5m
(2021:£0.2m) recoverable based on the development work undertaken in Evolution.
In addition to the warehouse programme, the Group believes the following items to be significantly large
enough and unusual in their incidence to impact the understanding of the performance of the Group if not
adjusted. In the year ended 30 November 2022, these items comprised:
y
The Group has agreed a disposal, subject to shareholder approval (anticipated in H1 2023) for our MIS and
Finance businesses, see Note 21 for detail. The costs incurred in this process are treated as an adjustment
to profit (£0.8m).
y
The Group has impaired elements of the ERP programme costs, previously capitalised within the
RM Technology Division (£2.2m), which relate to functionality that is paused where the Group has no
current active plans to proceed to implement. This impairment may be reversed if the Group subsequently
implements this functionality.
y
The Group commenced a transformation programme in 2022 and has expensed £0.3m of redundancy
costs in the year.
During the year ended 30 November 2021 other items comprised:
y
The impairment of a right-of-use asset and onerous service charges relating to a leased office, which
no longer met our requirements following a change in working practises after the COVID-19 pandemic
(£0.5m). The costs relating to the new replacement leased office that meets working practises requirements
is included in the segmental results.
Adjusted net debt is the total of borrowings (£48.7m (2021: £19.7m)), cash at bank (£1.9m (2021: £3.6m)) and
overdraft (£nil (2021: £2.1m)) which was £46.8m as at 30 November 2022 (2021: £18.3m). Lease liabilities
of £19.1m (2020: £20.9m) are excluded from this measure as they are not included in the measurement of
adjusted net debt for the purpose of covenant calculations. Adjusted net debt is a key metric measured by
193
management as it is used in covenant calculations. Accordingly, and as set out in Note 31 following the updates
to arrangements with our banking syndicate the definition the Group applies to adjusted net debt will change in
FY23 to include the impact of IFRS16 lease liabilities as the new covenants will be calculated on this basis. The
details of our covenant calculations are set out in Note 31, and is based on an EBITDA basis (Earnings (being
Adjusted Operating profit) before interest, tax, depreciation and amortisation).
Average adjusted net debt is calculated by taking the adjusted net debt on a daily basis and dividing by number
of days.
The above adjustments have the following impact on the cash flow statement:
Adjusted cash conversion percentage is defined as adjusted cash inflow from operating activities as a
percentage of adjusted profit before tax.
The adjustments have the following impact on key metrics:
Adjusted operating profit is defined as the profit from continuing operations before excluding the adjustments
referred to above. Operating margin is defined as the operating profit as a percentage of revenue. EBITDA is
defined as the profit from operations before amortisation and depreciation costs. The impact of tax is set out in
Note 10.
2022
Statutory
measure
2022
Adjustment
2022
Adjusted
cash flows
2021
Statutory
measure
2021
Adjustment
2021
Adjusted
cash flows
Profit before tax (£000)
(20,787)
26,059
5,272
3,618
11,483
15,101
Profit from operations (£000)
(21,586)
29,069
7,483
3,587
12,882
16,469
Cash generated from operations
(17,129)
24,480
7,351
9,205
8,916
18,121
Net cash inflow from operating
activities
(20,786)
24,480
3,694
4,620
8,916
13,536
Net cash used in investing activities
891
(1,403)
(512)
(12,587)
10,427
(2,160)
Net cash used in financing activities
20,293
-
20,293
6,026
-
6,026
Net increase in cash and cash
equivalents
398
23,077
23,475
(1,941)
19,343
17,402
2022
Statutory
measure
2022
Adjustment
2022
Adjusted
measure
2021
Statutory
measure
2021
Adjustment
2021
Adjusted
measure
Gross profit (£000)
67,289
-
67,289
67,378
-
67,378
Profit from operations (£000)
(21,586)
(29,069)
7,483
3,587
(12,882)
16,469
Operating margin (%)
-10.0%
-14.0%
3.0%
2.0%
-6.0%
8.0%
EBITDA (£'000)
(12,083)
(26,059)
13,976
10,274
(12,882)
23,156
Proft before tax (£000)
(20,787)
(26,059)
5,272
3,618
(11,483)
15,101
Tax (£000)
4,698
6,458
(1,760)
(1,424)
1,858
(3,282)
Profit after tax (£000)
(16,089)
(19,601)
3,512
2,194
(9,625)
11,819
Earnings per share (see Note 11)
Basic (Pence)
4.2
-
(19.3)
14.2
-
2.6
Diluted (Pence)
4.2
-
(19.3)
14.0
-
2.6
FINANCIAL STATEMENTS
194
7. Staff numbers and costs
The average number of persons (including Directors) employed by the Group during the year was as follows:
8. Finance and other income
Year ended
30 November 2022
£000
Restated
Year ended
30 November 2021
£000
Finance income:
Bank interest
5
24
Investment income on defined benefit pension scheme
607
-
Other finance income
2
4
Finance income
614
28
Other income:
Sale of property
219
1,399
Sale of IP addresses
2,791
-
Other income
3,010
1,399
Total finance and other income
3,624
1,427
The above figures have been calculated on a Full Time Equivalent basis. The actual average number for the year
is 2,174. There are 41 employees that are associated with the discontinuing operations (see Note 21).
Aggregate emoluments of persons employed by the Group comprised:
Information regarding the remuneration of the Directors is shown in the Remuneration Report.
Year ended
30 November 2022
Number
Year ended
30 November 2021
Number
Research and development, products and services
1,566
1,474
Marketing and sales
298
280
Corporate Services
276
239
2,140
1,993
Year ended
30 November 2022
£000
Restated
Year ended
30 November 2021
£000
Wages and salaries
62,297
55,095
Termination costs
432
367
Social security costs
4,565
4,281
Other pension costs
2,227
2,562
Share-based payments (Note 28)
40
(101)
69,561
62,204
195
9. Finance costs
Note
Year ended
30 November 2022
£000
Year ended
30 November 2021
£000
Borrowing facilities arrangement fees and commitment fees
425
462
Net finance costs on defined benefit pension scheme
26
39
254
Interest on lease of right-of-use assets
347
361
Interest on bank loans and overdrafts
2,014
319
2,825
1,396
a) Analysis of tax (credit)/charge in the Consolidated Income Statement
Year ended
30 November 2022
£000
Year ended
30 November 2021
£000
Current taxation
UK corporation tax
301
442
Adjustment in respect of prior years
121
(58)
Overseas tax
495
(94)
Total current tax charge
917
290
Deferred taxation
Temporary differences
(4,854)
1,398
Adjustment in respect of prior years
(109)
(258)
Overseas tax
(652)
(6)
Total deferred (credit)/charge
(5,615)
1,134
Total Consolidated Income Statement tax (credit)/charge
(4,698)
1,424
10. Tax
FINANCIAL STATEMENTS
196
b) Analysis of tax (credit)/charge in the Consolidated Statement of Comprehensive Income
Year ended
30 November 2022
£000
Year ended
30 November 2021
£000
UK corporation tax
Defined benefit pension scheme
-
(800)
Shared based payments
-
(10)
Pension escrow account
-
(328)
Deferred tax
Defined benefit pension scheme movements
(2,407)
9,310
Defined benefit pension scheme escrow
-
328
Share-based payments
-
42
Fair value movements of hedging instruments
(11)
45
Deferred tax relating to the change in rate
(507)
1,822
Total Consolidated Statement of
Comprehensive Income tax (credit)/charge
(2,925)
10,409
c) Reconciliation of Consolidated Income Statement tax charge
The tax charge in the Consolidated Income Statement reconciles to the effective rate applied by the Group
as follows:
Year ended 30 November 2022
Year ended 30 November 2021
Adjusted
£000
Adjustments
£000
Total
£000
Adjusted
£000
Adjustments
£000
Total
£000
(Loss)/profit on ordinary activities before tax*
6,862
(26,059)
(19,197)
17,101
(11,483)
5,618
Tax at 19% (2021: 19%) thereon:
1,304
(4,951)
(3,647)
3,249
(2,182)
1,067
Effects of:
-
change in tax rate on carried forward
deferred tax assets
-
-
-
(27)
788
761
-
other expenses not deductible for tax purposes
14
100
114
(52)
-
(52)
-
non-taxable gains
-
(43)
(43)
-
(266)
(266)
-
impact of super deduction
(56)
-
(56)
-
-
-
-
change in rate on current year movements
64
(1,564)
(1,500)
-
-
-
-
other temporary timing differences
-
-
-
212
-
212
-
overseas tax losses not recognised
396
-
396
-
-
-
-
effect of profits/losses in various overseas
tax jurisdictions
60
-
60
18
-
18
-
prior period adjustments - UK
(153)
-
(153)
(60)
(198)
(258)
-
prior period adjustments - overseas
131
-
131
(58)
-
(58)
Tax (credit)/charge in the
Consolidated Income Statement
1,760
(6,458)
(4,698)
3,282
(1,858)
1,424
*Includes discontinued operations
The above reconciliation of tax relates to continuing operations and as set out in Note 21, no corporation tax
balances will be impacted by disposal.
197
d) Deferred tax
The Group has recognised deferred tax assets as these are anticipated to be recognised against future periods.
The major deferred tax assets and liabilities recognised by the Group and the movements thereon are
as follows:
Group
Accelerated tax
depreciation
£000
Defined
benefit
pension
scheme
obligation
£000
Share-based
payments
£000
Short-term
timing
differences
£000
Losses
£000
Acquisition-
related
intangible
assets
£000
Total
£000
At 1 December 2020
329
3,543
519
942
-
(3,339)
1,994
(Credit)/charge to income
(564)
-
(241)
77
-
(405)
(1,133)
(Charge)/credit to other
comprehensive income
-
(11,131)
(42)
(362)
-
-
(11,535)
At 30 November 2021
(235)
(7,588)
236
657
-
(3,744)
(10,674)
(Charge)/credit to income
(556)
-
(179)
164
5,842
344
5,615
Credit/(charge) to other
comprehensive income
-
1,937
-
(319)
1,307
-
2,925
At 30 November 2022
(791)
(5,651)
57
502
7,149
(3,400)
(2,134)
The tax impact on the adjustments set out in Note 6 are as follows:
Impact of tax on Adjustment items:
2022
2021
Charge/(income)
£000
Tax
£000
Charge/(income)
£000
Tax
£000
Change in deferred tax rate
-
(1,564)
-
788
Impairment of ERP
2,236
(425)
-
-
Amortisation of acquisition related intangible assets
1,839
(349)
2,010
(383)
Dual running costs
5,372
(1,021)
2,064
(392)
Sale of property
(219)
-
(1,399)
-
ERP programme costs
17,355
(3,298)
8,337
(1,584)
Onerous IS licences
1,168
(222)
-
-
Onerous lease
-
-
417
(89)
Gain on sale of intangible licences
(2,791)
530
-
-
Disposal related costs
845
(61)
-
-
Restructuring costs
254
(48)
-
-
Prior year adjustments
-
-
-
(198)
26,059
(6,458)
11,483
(1,858)
The impact of the change in deferred tax rate of £788,000 in the prior year relates only to those items that have
been previously classified as adjusting items. The impact of the change in deferred tax on other items is not
included in the £788,000 above.
Factors that may affect future tax charges
The standard rate of corporation tax in the UK for the period is 19%. An increase in the UK corporate tax rate
from 19% to 25% from April 2023 was substantially enacted in May 2021. The deferred tax balances that are
anticipated to unwind after April 2023 have been updated to reflect this change in legislation.
FINANCIAL STATEMENTS
198
Company
Accelerated tax
depreciation
£000
Defined
benefit pension
scheme
obligation
£000
Share-based
payments
£000
Short-term
timing
differences
£000
Losses
£000
Acquisition-
related
intangible assets
£000
Total
£000
At 1 December 2020
-
-
-
-
-
-
-
At 30 November 2021
-
-
-
-
-
-
-
Credit to income
-
-
-
-
1,576
-
1,576
At 30 November 2022
-
-
-
-
1,576
-
1,576
Certain deferred tax assets and liabilities have been offset above.
The Group has recognised deferred tax assets in jurisdictions where these are expected to be recoverable
against profits in future periods.
No deferred tax liability is recognised on temporary differences of £445,000 (2021: £486,000) relating to the
unremitted earnings of overseas subsidiaries as the Group is able to control the timings of the reversal of these
temporary differences and it is probable that they will not reverse in the foreseeable future.
11. Earnings per share
Year ended 30 November 2022
Year ended 30 November 2021
Profit for
the year
£000
Weighted
average
number of
shares
'000
Pence per
share
Profit for
the year
£000
Weighted
average
number of
shares
'000
Pence per
share
Basic earnings per ordinary share
Basic earnings from continuing operations
(16,089)
83,256
(19.3)
2,194
83,150
2.6
Adjustments (see Note 6)
19,601
-
23.5
9,625
-
11.6
Adjusted basic earnings from continuing
operations
3,512
83,256
4.2
11,819
83,150
14.2
Basic earnings from discontinuing operations
1,590
83,256
1.9
2,000
83,150
2.4
Adjusted basic earnings from discontinuing
operations
1,590
83,256
1.9
2,000
83,150
2.4
Diluted earnings per ordinary share
Basic earnings
(16,089)
83,256
(19.3)
2,194
83,150
2.6
Effect of dilutive potential ordinary shares:
share-based payment awards
-
1,335
0.3
-
1,302
(0.0)
Diluted earnings from continuing operations
(16,089)
84,591
(19.0)
2,194
84,452
2.6
Adjustments (see Note 6)
19,601
-
23.2
9,625
-
11.4
Adjusted diluted earnings from continuing
operations
3,512
84,591
4.2
11,819
84,452
14.0
Basic diluted earnings from discontinuing
operations
1,590
84,591
1.9
2,000
84,452
2.4
Adjusted diluted earnings from discontinuing
operations
1,590
84,591
1.9
2,000
84,452
2.4
199
The Directors do not propose a final dividend for the year ended 30 November 2022.
In accordance with IAS 33 the loss per share is corrected on the face of the Income Statement to reflect the
undiluted figure as a loss should not be diluted.
The adjustments are detailed in Note 6.
12. Dividends
Amounts recognised as distributions to equity holders were:
Year ended
30 November 2022
£000
Year ended
30 November 2021
£000
Final dividend for the year ended 30 November 2022 - 3.0 p per share
(2021: 3.0p)
2,498
2,497
Interim dividend for the year ended 30 November 2022 - nil p per share
(2021: 1.70 p)
-
1,416
2,498
3,913
13. Goodwill
Group
£000
Cost
At 30 November 2020
59,016
Exchange differences
(120)
At 30 November 2021
58,896
Exchange differences
199
At 30 November 2022
59,095
Accumulated impairment losses
At 1 December 2020, 30 November 2021 and 30 November 2022
(9,694)
Carrying amount
At 30 November 2022
49,401
At 30 November 2021
49,202
FINANCIAL STATEMENTS
200
Further information pertaining to the performance and future strategy of the Divisions can be found within the
Strategic Report.
The recoverable amounts of the Cash Generating Units (‘CGU’) are determined from value in use calculations.
The key assumptions for the value in use calculations are those regarding the cash flows, the discount rates and
the growth rates. The Group prepares cash flow forecasts derived from the most recent annual financial budget
approved by the Board, which also contains forecasts for the two years following, and extrapolates cash flows
based on internal forecasts with terminal rates of 2.5% (2021: 2.0%) which aligns to market growth and inflation
expectations.
Pre tax discount rates used are 13.2% for RM Resources and 12.6% for RM Assessment (2021: RM Resources
13.4% and RM Assessment 12.4%). The Group monitors its post-tax Weighted Average Cost of Capital and those
of its competitors using market data. In considering the discount rates applying to CGUs, the Directors have
considered the relative sizes and risks of its CGUs and their relatively narrow operation within the education
products and services market. The impairment reviews use a discount rate adjusted for pre-tax cash flows.
Reasonable changes in discount rate used do not change the outcome of the impairment review so no
sensitivity data is disclosed.
A review of the forecast future cash flows of RM Resources and of RM Assessment indicated no impairment
was required.
Sensitivity analysis
The sensitivity of the RM Assessment goodwill carrying values to reasonably possible changes in key
assumptions, including the reasonably possible downside risks applied as part of the going concern review, has
been performed and would not cause the carrying value to exceed its recoverable amount.
No reasonably possible change in long-term growth rates or weighted average cost of capital would lead to an
impairment and accordingly these sensitivities have not been provided.
If the cash flows in RM resources were to reduce as set out within the reasonable worst case scenario approved
by the Board for inclusion in the working capital and going concern testing, explained in Note 2, plus a 10%
reduction of cash flows in perpetuity, headroom would be eroded and an immaterial impairment would be
required to be recorded.
If estimated cash flows were to reduce by 15% in every future period an impairment of £1.1m would be required.
The carrying amount of goodwill is allocated to two cash-generating units as follows:
Year ended
30 November 2022
Year ended
30 November 2021
Pre tax
discount rate
2022
Pre tax
discount rate
2021
Headroom
2022
Headroom
2021
Group
£000
£000
£000
£000
RM Resources
42,208
42,208
13.2%
13.4%
16,400
43,400
RM Assessment
7,193
6,994
12.6%
12.4%
65,400
87,600
201
14. Other intangible assets
Group
Customer
relationships
Brands
Intellectual
property &
database
assets
Website
platform
Other
software
assets
Restated*
Total
£000
£000
£000
£000
£000
£000
Cost
At 1 December 2020
2,285
18,066
3,025
1,954
6,484
31,814
Additions - restated
-
-
-
-
7,806
7,806
Transfers between categories
-
-
-
-
(110)
(110)
Exchange differences
(54)
-
(89)
-
(1)
(144)
Disposals
-
-
-
(630)
-
(630)
At 30 November 2021
2,231
18,066
2,936
1,324
14,179
38,736
Additions
-
-
-
-
3,627
3,627
Transfers between categories
-
-
-
-
22
22
Exchange differences
121
-
105
-
5
231
At 30 November 2022
2,352
18,066
3,041
1,324
17,833
42,616
Accumulated amortisation and impairment losses
At December 2020
1,108
4,233
499
1,737
3,367
10,944
Charge for the year
428
1,257
325
216
180
2,406
Impairment
-
-
-
-
(20)
(20)
Exchange differences
(29)
-
(22)
-
(1)
(52)
Disposals
-
-
-
(630)
-
(630)
At 30 November 2021
1,507
5,490
802
1,323
3,526
12,648
Charge for the year
363
1,207
309
-
240
2,119
Impairment
-
-
-
-
2,235
2,235
Exchange differences
54
-
46
-
4
104
At 30 November 2022
1,924
6,697
1,157
1,323
6,005
17,106
Carrying amount
At 30 November 2022
428
11,369
1,884
1
11,828
25,510
At 30 November 2021
724
12,576
2,134
1
10,653
26,088
*The prior year has been restated see Note 33
Included within other software assets above is £3.6m of software developed to fulfil customer contracts
and £5.4m of assets under construction relating to non-commissioned internal software relating to our
IT transformation programme. Customer related intangible development has been restated in the prior
year increasing the balance by £1.8m (originally capitalised as part of contract fulfilment asset – see Note
33 for details). The total amortisation in year from internally generated intangibles amounts to £174,000
(2021: £241,000).
FINANCIAL STATEMENTS
202
15. Property, plant and equipment
Group
Short
leasehold
improvements
£000
Plant,
equipment &
fixtures
£000
Computer
equipment
£000
Vehicles
£000
Total
£000
Cost
At 30 November 2020
4,249
10,800
8,579
227
23,855
Additions
842
7,097
926
1
8,866
Transfers between categories
-
-
110
-
110
Exchange differences
(5)
(5)
(15)
(2)
(27)
Reclass to assets held for sale
(Note 21)
-
427
-
-
427
Disposals
-
(5)
(404)
(20)
(429)
At 30 November 2021
5,086
18,314
9,196
206
32,802
Additions
564
845
69
97
1,575
Transfers between categories
5,947
(5,947)
-
-
-
Exchange differences
17
25
32
2
76
Disposals
-
(412)
(6)
(158)
(576)
At 30 November 2022
11,614
12,825
9,291
147
33,877
Accumulated depreciation
At 30 November 2020
3,930
3,870
7,467
165
15,432
Charge for the year
99
566
443
39
1,147
Transfers between categories
-
-
20
-
20
Reclass to assets held for sale
(Note 21)
-
375
-
-
375
Exchange differences
(3)
(4)
(5)
(2)
(14)
Disposals
-
(2)
(357)
(16)
(375)
At 30 November 2021
4,026
4,805
7,568
186
16,585
Charge for the year
322
870
598
30
1,820
Transfers between categories
-
22
-
-
22
Exchange differences
12
16
20
2
50
Disposals
-
(403)
(5)
(84)
(492)
At 30 November 2022
4,360
5,310
8,181
134
17,985
Carrying value
At 30 November 2022
7,254
7,515
1,110
13
15,892
At 30 November 2021
1,060
13,509
1,628
20
16,217
The leasehold improvements during the year (and prior year) relate to the depreciation charged on the
right-of-use lease for our new warehouse recapitalised whilst work is ongoing to make it fully operational.
203
16. Right-of-use assets
Group
Land &
buildings
£000
Plant &
equipment
£000
Vehicles
£000
Total
£000
Cost
At 30 November 2020
19,851
1,392
492
21,735
Additions
1,322
1,682
50
3,054
Disposals
(1,215)
(504)
(25)
(1,744)
At 30 November 2021
19,958
2,570
517
23,045
Additions
1,382
380
-
1,762
Disposals
(1,127)
(570)
(263)
(1,960)
At 30 November 2022
20,213
2,380
254
22,847
Accumulated depreciation and impairment
At 30 November 2020
1,498
678
168
2,344
Charge for the year
2,785
653
173
3,611
Impairment
366
-
-
366
Disposals
(793)
(489)
(12)
(1,294)
At 30 November 2021
3,856
842
329
5,027
Charge for the year
2,563
657
109
3,329
Disposals
(1,059)
(572)
(242)
(1,873)
At 30 November 2022
5,360
927
196
6,483
Carrying value
At 30 November 2022
14,853
1,453
58
16,364
At 30 November 2021
16,103
1,727
188
18,018
The most significant right-of-use asset is the new automated warehouse (see Note 6) of circa £13.4m cost and
a net book value at 30 November 2022 of £11.6m.
FINANCIAL STATEMENTS
204
17. Investments in subsidiary undertakings
The subsidiary undertakings of the Company at 30 November 2022 were:
Name
Principal activity
Country of
incorporation
Class of
share
% held
RM Education Limited
Software, services &
systems
England
Ordinary
100%
TTS Group Limited
Dormant
England
Ordinary
100%
RM Education Solutions India Pvt Limited*
Software and
corporate services
India
Ordinary
100%
RM Pension Scheme Trustee Limited
Corporate Trustee
England
Ordinary
100%
SONET Systems Pty Limited*
Software
Australia
Ordinary
100%
RM PLC Australia Pty Limited
Holding company
Australia
Ordinary
100%
Schools Educational Software Limited*
Dormant
England
Ordinary
100%
RM Educational Resources Limited
Resource supply
England
Ordinary
100%
*held through subsidiary undertaking
All UK subsidiary companies are registered at 142B Park Drive, Milton Park, Abingdon, Oxfordshire OX14 4SE.
RM Education Solutions India Pvt Limited is registered at Unit No.8A, Carnival Techno Park Technopark,
Kariyavattom, PO Trivandrum, Thiruvananthapuram, Kerala 695581, India.
SoNET Systems Pty Limited is registered at 179 Queen Street, Melbourne, Victoria, VIC 3000, Australia. RM PLC
Australia Pty Limited is registered at Level 17, 181 William Street, Melbourne, Victoria, VIC 3000, Australia.
During the prior year Hedgelane Limited was liquidated and Schools Educational Software Limited was set up,
but has not yet traded.
205
The investment in subsidiary undertakings comprises:
Company
Investment in
share capital
Capital contribution
share-based
payments
Total
£000
£000
£000
Cost
At 1 December 2020
112,470
14,060
126,530
Share-based payments
-
(100)
(100)
At 30 November 2021
112,470
13,960
126,430
Share-based payments
-
40
40
At 30 November 2022
112,470
14,000
126,470
Carrying value
At 30 November 2022
112,470
14,000
126,470
At 30 November 2021
112,470
13,960
126,430
The Company investments relate to RM Resources segment of £71.6m and a combined Technology and
Assessment of £54.9m. At 30 November 2022 an impairment review was undertaken which indicated that
no impairment in the investments held by the Company was required (2021: nil). The impairment review
was performed using a value in use model which uses the same cash flows used in the impairment review
performed in relation to the Group’s assets which are disclosed in Note 13 of the consolidated Financial
Statements. The impairment review is sensitive to a change in key assumptions used in the value in use
calculations relating to the discount rate and future growth rates.
A 2% increase in the discount rate would not cause the carrying amount to exceed its recoverable amount. The
investment in RM Resources is not sensitive to any reasonable change in cash flows, including those reasonably
plausible risks applied as part of the going concern review. If the cash flows generated by RM Education Limited
in 2025, which is the base year for the perpetuity calculation, were to reduce by 58% in addition to the impact
in 2023 and 2024 of the reasonably plausible downside risks applied as part of the going concern review
without mitigating actions from management the headroom would reduce to nil. Management consider that
the likelihood of this situation is remote.
FINANCIAL STATEMENTS
206
18. Inventories
Group
2022
2021
£000
£000
Finished goods
26,359
19,055
Any inventory that is not expected to be turned over within 24 months has been provided for. Inventories are
stated net of provisions of £673,000 (2021: £472,000).
19. Contract fulfilment assets
Group
2022
Restated
2021
£000
£000
At 1 December
2,847
2,294
Additions
2,808
2,034
Foreign exchange
111
(35)
Impaired in the period
(251)
-
Amortised in the period
(2,075)
(1,446)
At 30 November
3,440
2,847
2022
2021
£000
£000
Analysed by:
Current
1,727
1,360
Non-current
1,713
1,487
At 30 November
3,440
2,847
Contract fulfilment assets represent investment in contracts which are recoverable and are expected to provide
benefits over the life of the contract. Some contract fulfilment assets have been reassessed as intangibles assets
in the year and the prior year restated accordingly. The opening 1 December 2020 has been restated from
£4.1m to £2.3m to reflect a reclassification to intangible assets (see Note 33).
207
20. Trade and other receivables
Group
Company
2022
2021
2022
2021
£000
£000
£000
£000
Current
Financial assets
Trade receivables
24,441
21,792
-
-
Other receivables
1,934
1,629
-
-
Derivative financial instruments
-
164
-
-
Accrued income from supplier contracts
2,288
2,463
-
-
Amounts owed by Group undertakings
-
-
1
1
28,663
26,048
1
1
Non-financial assets
Prepayments
7,540
7,613
114
105
36,203
33,661
115
106
Non-current
Financial assets
Amounts owed by Group undertakings
-
-
7,858
7,263
Other receivables
291
82
-
-
291
82
7,858
7,263
36,494
33,743
7,973
7,369
Currency profile of receivables
Sterling
31,699
29,487
115
106
US Dollar
2,985
2,613
-
-
Australian Dollar
439
384
7,858
7,263
Euro
130
112
-
-
Indian Rupee
768
657
-
-
Singapore Dollar
297
334
-
-
Other
176
156
-
-
36,494
33,743
7,973
7,369
The amounts owed by Group undertakings to the Company are repayable on demand and bear interest at
SONIA plus 2% although they are repayable on demand the Directors have no expectation that the amounts will
be collected in the next 12 months and have therefore presented these as non-current.
The Directors consider that the carrying amounts of trade and other receivables approximates their fair values.
The Group’s accrued income from customer contracts balances solely relate to revenue from contracts with
customers.
Movements in the accrued income balances were driven by transactions entered into by the Group within the
normal course of business in the year.
FINANCIAL STATEMENTS
208
Analysis of trade receivables and customer contracts by type of customer
Group
2022
2021
£000
£000
Government
17,589
13,289
Commercial
9,140
10,966
26,729
24,255
Trade receivables included an allowance for expected credit loss at 30 November 2022 of £1,859,000
(2021: £1,058,000), based on management's knowledge of the customer base, externally available information
and expected payment likelihood. This allowance has been determined by reference to specific receivable
balances and payment trends and considers lifetime expected credit losses. New customers are subject to
credit checks where available, using third party databases prior to being accepted. The Group uses the practical
expedient of measuring impairment using a provision matrix which is consistent with applying a full credit
loss model for the Group. Amounts are written off when there is no further cost benefit in pursuing further
legal action.
Allowance for estimated irrecoverable amounts
Group
2022
2021
£000
£000
At 1 December
1,080
1,030
Increase in allowance
830
157
Amounts written off in the year
(51)
(107)
1,859
1,080
No expected credit losses have been recognised on contract assets or intercompany receivables as these are
not considered material.
Aging of customer contract balances
Group
2022
2021
Customer
contracts
Allowance
Net
Customer
contracts
Allowance
Net
£000
£000
£000
£000
£000
£000
Not past due
16,609
(107)
16,502
17,319
-
17,319
Overdue by less than 60 days
7,046
(353)
6,693
5,357
-
5,357
Overdue by between 60 and 90 days
1,495
(221)
1,274
1,049
(89)
960
Overdue by between 90 and 180 days
2,064
(515)
1,550
890
(429)
461
Overdue by more than 180 days
1,374
(663)
710
720
(562)
158
28,588
(1,859)
26,729
25,335
(1,080)
24,255
209
The following table shows the movements in customer contract balances and the performance obligations
satisfied in the year:
Trade
recevables*
Accruded
income
Deferred
revenue
Total customer
contract
balances
Contract
fulfilment
asset
£000
£000
£000
£000
£000
At 30 November 2020
22,907
1,743
(19,478)
5,172
4,148
Reclassification (see Note 33)
-
-
-
-
(1,854)
Restatement (see Note 33)
-
(204)
(325)
(529)
-
At 30 November 2020 - restated
22,907
1,539
(19,803)
4,643
2,294
Revenue recognised on performance
obligations satisfied in period
243,122
-
-
243,122
-
Performance obligations satisfied
-
(47,681)
54,819
7,138
-
New performance obligations accrued
-
48,778
(52,680)
(3,902)
-
New contract fulfilment costs incurred
-
-
-
-
2,034
Contract fulfilment assets amortised in line
with performance obligations satisfied
-
-
-
-
(1,446)
Cash paid
(244,283)
-
-
(244,283)
-
Movement in provision
171
-
-
171
-
Written off
(107)
(173)
-
(280)
-
Impact of foreign exchange
(18)
-
43
25
(35)
At 30 November 2021 - restated
21,792
2,463
(17,621)
6,634
2,847
Revenue recognised on performance
obligations satisfied in period
256,256
-
-
256,256
-
Performance obligations satisfied
-
(53,769)
(47,263)
(101,032)
-
New performance obligations accrued
-
53,726
48,328
102,054
-
New contract fulfilment costs incurred
-
-
-
-
2,808
Contract fulfilment assets amortised in line
with performance obligations satisfied
-
-
-
-
(2,075)
Impairment of contract asset
-
-
-
-
(251)
Cash paid
(252,604)
-
-
(252,604)
-
Movement in provision
(780)
-
-
(780)
-
Written off
(51)
1
6
(44)
-
Impact of foreign exchange
-
-
(67)
(67)
111
At 30 November 2022
24,613
2,421
(16,617)
10,417
3,440
Represented as
Balances from continuing operations
24,441
2,289
(14,664)
12,066
3,440
Balances reclassified as held for sale
172
132
(1,953)
(1,649)
-
At 30 November 2022
24,613
2,421
(16,617)
10,417
3,440
*Includes sales taxes
Customer contract invoices are raised on the following basis:
y
For point-in-time revenue streams – invoicing raised on delivery of performance obligations
y
For over-time revenue streams in RM Technology – the majority of contract invoicing is either in advance
(monthly, quarterly, or annually) or quarterly in arrears.
y
For over-time revenue streams in RM Assessment – invoicing varies contract to contract and between
performance obligations and can be materially different to the satisfaction of the related performance
obligations in timing.
FINANCIAL STATEMENTS
210
21. Discontinuing Operations and Assets held for sale
The results of the discontinuing operations, which have been included in the profit for the year, were as follows:
Discontinuing operations
Year ended
30 November 2022
Year ended
30 November 2021
£000
£000
RM Integris and RM Finance business
1,590
2,000
Profit for the year from discontinuing operations
1,590
2,000
Assets directly associated with assets classified as held for sale
At 30 November 2022
At 30 November 2021
£000
£000
RM Integris and RM Finance business
418
-
Property
-
3,034
418
3,034
Liabilities directly associated with assets classified as held for sale
At 30 November 2022
At 30 November 2021
£000
£000
RM Integris and RM Finance business
(2,225)
-
(2,225)
-
RM Integris and RM Finance Business
On 28 November 2022, the Group conditionally agreed to sell the RM Integris and RM Finance Businesses and
related assets, to The Key Support Services Limited. Total consideration for the Sale will be up to £16.0 million
on a cash free/debt free basis (£12.0 million on completion and an additional £4.0 million subject to satisfaction
of certain conditions, including those related to competition clearance) in cash and subject to customary
normalised working capital adjustments. Completion of the Sale is expected to take place during the first half of
2023. A newly incorporated, wholly owned subsidiary Schools Educational Software Limited will acquire the RM
Integris and RM Finance Business as part of the hive-down transaction prior to Completion.
The results of the discontinuing operations, which have been included in the profit for the year, were as follows:
Year ended
30 November 2022
Year ended
30 November 2021
£000
£000
Revenue
4,871
4,704
Cost of sales
(1,894)
(1,449)
Gross profit
2,977
3,255
Operating expenses
(1,387)
(1,255)
Profit from operations
1,590
2,000
Profit before tax
1,590
2,000
Tax
(302)
(380)
Profit for the year
1,288
1,620
211
During the year, RM Integris and RM Finance contributed £1,533,000 (2021: £2,236,000) to the Group’s net
operating cash flows, paid £ Nil (2021: £ Nil) in respect of investing activities and paid £Nil (2021: £ Nil) in
respect of financing activities. As the sale to Schools Educational Software Limited is an asset sale, cash and
corporation tax balances related to the business are retained within the Group.
Included in the sale agreement are Group owned intellectual properties and the related assets. These assets are
fully amortised and depreciated. Details of the other assets classified as held for sale are as follows:
At 30 November 2022
£000
Assets
Tangible and intangible assets
-
Trade receivables
172
Prepayments
114
Accrued income
132
Assets classified as held for sale
418
Liabilities
Trade payables
(65)
Other taxation and social security
(32)
Other payables
(31)
Accruals
-
Deferred income
(1,953)
Liabilities directly associated with assets classified as held for sale
(2,081)
Property
Following the acquisition of The Consortium in 2017, the Group had five distribution centres across three
locations, all of which have been classified as held for sale when the criteria have been met. RM is moving to a
single, automated distribution site. As part of this process, the Group sold the freehold property in Shrewsbury
(FY20) the property in Kirby-in Ashfield (2021), with the final freehold property in Trowbridge completing in
the year ended 30 November 2022 (the amortised cost of the property and other fixed assets integral to the
property was £3,034,000).
FINANCIAL STATEMENTS
212
22. Trade and other payables
Group
Company
2022
2021
2022
2021
£000
£000
£000
£000
Current liabilities
Financial liabilities
Trade payables
34,269
21,277
-
-
Lease liabilities
3,144
3,126
-
-
Other payables
2,721
2,893
-
-
Derivative financial instruments
272
-
-
-
Accruals
10,516
15,443
93
118
Amounts owed to Group undertakings
-
-
27,297
49,602
50,922
42,739
27,390
49,720
Non-financial liabilities
Other taxation and social security
3,149
4,603
-
-
Deferred income from customer contracts
11,568
14,353
-
-
65,639
61,695
27,390
49,720
Non-current liabilities
Financial liabilities
Lease liabilities
- due after one year but within two years
2,062
1,993
-
-
- due after two years but within five years
4,366
4,975
-
-
- after five years
9,570
10,835
-
-
Non-financial liabilities
Deferred income from customer contracts
- due after one year but within two years
1,357
1,496
-
-
- due after two years but within five years
1,473
1,138
-
-
- after five years
266
635
-
-
19,094
21,072
-
-
84,733
82,767
27,390
49,720
The amounts owed to Group undertakings by the Company are payable on demand and bear interest at
SONIA plus 2%. The Group’s deferred revenue balances solely relate to revenue from contracts with customers.
Movements in the deferred revenue balances were driven by transactions entered into by the Group within the
normal course of business in the year.
Group
Company
2022
Restated
2021
2022
2021
£000
£000
£000
£000
Sterling
76,865
75,607
27,390
49,720
US Dollar
2,429
993
-
-
Australian Dollar
1,219
1,601
-
-
Indian Rupee
2,750
2,862
-
-
Other
1,470
1,704
-
-
84,733
82,767
27,390
49,720
213
23. Borrowings
Group and Company
2022
2021
£000
£000
Bank loan
(49,000)
(20,000)
Add capitalised fees
272
256
Borrowings
(48,728)
(19,744)
The borrowings in the year and details of the facility are detailed in Note 31. Bank and professional service fees
relating to securing the loan have been capitalised and are amortised over the length of the loan (of which
£138,000 relates to the unamortised original facility agreement and £134,000 is the unamortised arrangement
fee relating to the extension to 2024.
During the period the Group has drawn down £49.0 million of the facility.
In the period to 31 May 2022 the facility was extended to July 2024, with the terms of the facility being held
consistent with those of the prior agreement. The debt facilities at 31 May 2022 were subject to financial
covenants of a maximum of 2.5 times. Adjusted net debt/adjusted EBITDA and at least 4 times interest cover/
adjusted EBITDA. On 31 May 2022 the results of the covenant tests were 2.61 and 13.73 respectively.
Subsequent to 31 May 2022 the lenders agreed to amend the adjusted net debt/adjusted EBITDA covenant to
3.0x at May 2022 and November 2022 and made it clear there was no intention of accelerating all or any part
of the loan repayments. However as this was outside of the control of the Directors at 31 May 2022, borrowings
were classified as current liabilities at the balance sheet date.
Prior to the end of the year, the Group entered discussions with lenders to extend the facility by a further
year to July 2025 and to review the timing and type of covenant testing. As part of this process the lenders
postponed the 30 November covenant test timing, however despite no breach of the facility agreement at the
balance sheet date the borrowings have been classified as current liabilities as at 30 November 2022.
Changes in liabilities arising from financing activities
At 1 December
2021
Financing
cash flows
New leases
Lease break
exercised
Other
At 30 November
2022
£000
£000
£000
£000
£000
£000
Lease liabilities
20,929
(3,808)
1,762
(87)
346
19,142
Bank loan
19,744
26,599
-
-
2,385
48,728
Total liabilities from
financing activities
40,673
22,791
1,762
(87)
2,731
67,870
At 1 December
2020
Financing
cash flows
New leases
Lease break
exercised
Other
At 30 November
2021
£000
£000
£000
£000
£000
£000
Lease liabilities
22,214
(4,250)
3,054
(450)
361
20,929
Bank loan
4,779
14,189
-
-
776
19,744
Total liabilities from
financing activities
26,993
9,939
3,054
(450)
1,137
40,673
The total cash outflow from leases was £3.9m (2021: £4.4m)
FINANCIAL STATEMENTS
214
24. Provisions
Group
Dilapidations and
onerous lease
Employee-related
restructuring
Contract risk
provisions
Total
£000
£000
£000
£000
At 1 December 2020
1,236
1,028
2,169
4,433
Utilisation of provisions
(90)
(80)
(358)
(528)
Release of provisions
-
(33)
(806)
(839)
Increase in provisions
316
-
170
486
Impact of foreign exchange
(12)
1
-
(11)
At 30 November 2021
1,450
916
1,175
3,541
Utilisation of provisions
(239)
(960)
(317)
(1,516)
Release of provisions
(159)
-
(758)
(917)
Increase in provisions
219
254
1,227
1,700
At 30 November 2021
1,271
210
1,327
2,808
Employee-related restructuring provisions refer to costs arising from restructuring to meet the future needs of
the Group. As described in Note 6, the Group completed the sale of warehouses planned in the 2018 estates
review and has therefore utilised the provision held in 2021. The Group commenced further restructuring of
£0.3m and this is anticipated to be utilised within H1 2023 as set out in Note 6.
Contract risk provisions includes items not covered by any other category of which the most significant items
are the risk provisions from ended long-term contracts of £0.1m (2021: £1.1m) and onerous IT licence contracts
that have been made during the year of £1.2m (2021: £nil). During 2022, the release of £758,000 primarily relates
to market movements in year that relate to our LGPS contracts, see Note 26 for details. In 2021 the release of
£806,000 primarily related to onerous contract risks that had either been renegotiated or terminated during the year.
Dilapidations increased by £219,000 during the year and the increase is reflected as an addition in right-of-use
assets. A further lease was exited in the year (in accordance with the 2018 estates strategy (see Note 6) which
utilised £239,000 and released a further £159,000 provision held.
During the year the overall movement on long-term provisions was a decrease of £718,000 (2021: decrease of
£2,523,000). This is primarily relating to TUPE pension schemes provision based on the Group’s estimated impact
of market movements over the past year. In the current year the movement in the TUPE pension related balance
has been taken through Other Comprehensive Income, leaving a provision at 30 November 2022 of £0.1m.
Disclosure of provisions
Group
2022
2021
£000
£000
Current liabilities
2,142
2,066
Non-current liabilities
666
1,475
2,808
3,541
The non-current liabilities include onerous property provisions and dilapidations provisions of £561,000
(2021: £370,000) which are anticipated to be paid over 2-5 years, with the remaining non-current provisions
relating to certain contract risk provisions.
215
25. Share capital
Company and Group
Ordinary shares of 2
2/7p
Number '000
£000
Allotted, called-up and fully paid:
At 30 November 2020, 2021 and 2022
83,875
1,917
The valuation of the shares is weighted average cost. Ordinary shares issued carry no right to fixed income.
The capital redemption reserve in the Company and Group, arose from the repurchase of issued share capital.
It is distributable.
The Group hedging reserve arises from cash flow hedges entered into by the Group. The reserve is distributable
in the entities in which it arises unless it relates to unrealised gains £nil (2021: £164,000).
The Group translation arises on consolidation from the unrealised movement of foreign exchange on the net
assets of overseas entities. This reserve is not distributable.
26. Pension schemes
a. Defined contribution schemes
The Group operates or contributes to a number of defined contribution schemes for the benefit of qualifying
employees. The assets of these schemes are held separately from those of the Company. The total cost
charged to income of £2,047,000 (2021: £2,255,000) represents contributions payable to these schemes by
the Group at rates specified in employment contracts. At 30 November 2022 £262,000 (2021: £257,000) due in
respect of the current financial year had not been paid over to the schemes.
b. Local government pension schemes
The Group has TUPE employees who retain membership of local government pension schemes. The Group
makes payments to these schemes for current service costs in accordance with its contractual obligations. The
total costs charged to income for these schemes was £180,000 (2021: £165,000). The amount due in respect
of these schemes at 30 November 2022 was £40,000 (2021: £77,000). The balance sheet liability is included
within provisions and incorporates information from over 15 local government pension schemes. The position
is calculated on an IAS 19 basis by reference to the latest published triennial valuations and the Group discloses
the net position of the Group's estimated share of assets and liabilities. Together these assumptions have led
to the calculation of a surplus at 30 November 2022 (2021: liability of £715,000). The Group discloses the net
position of the Group's estimated share of assets and liabilities. The surplus is not recognised as the Group does
not have a right to recovery.
There is judgment in determining the appropriate accounting treatment for the participation in these
schemes as either a defined benefit or defined contribution scheme, in particular as to whether actuarial and
investment risk fall in substance on the Company. The Company accounts for the schemes as a defined benefit
arrangement with actuarial movements recognised through Other Comprehensive Income.
FINANCIAL STATEMENTS
216
c. Defined benefit pension schemes
As described in Note 2. the Group has both defined benefit and defined contribution pension schemes. There
are three defined benefit pension schemes.
The Research Machines plc 1988 Pension Scheme (RM Scheme)
The Scheme provides benefits to qualifying employees and former employees of RM Education Limited but
was closed to new members with effect from 1 January 2003 and closed to future accrual of benefits from
31 October 2012. The assets of the Scheme are held separately from RM Education Limited's assets in a
trustee-administered fund. The Trustee is a limited company. Directors of the Trustee company are appointed
by RM Education Limited and by members. The Scheme is a funded scheme.
Under the Scheme, employees were entitled to retirement benefits of 1/60
th
of final salary for each qualifying
year on attainment of retirement age of 60 or 65 years and additional benefits based on the value of individual
accounts. No other post-retirement benefits were provided by the Scheme.
The most recent actuarial valuation of Scheme assets and the present value of the defined benefit obligation
was carried out for statutory funding purposes at 31 May 2021 by a qualified independent actuary. IAS 19
Employee Benefits (revised) liabilities at 30 November 2022 have been rolled forward based on this valuation’s
base data.
As at 31 May 2021, the triennial valuation for statutory funding purposes showed a deficit of £15,386,000 (31
May 2018: £40,600,000). The Group agreed with the Scheme Trustees that it will repay this amount via deficit
catch-up payments of £3,200,000 per annum until 31 December 2024. The next triennial valuation will be due
as at 31 May 2024.
At 30 November 2022 there were amounts outstanding of £266,667 (2021: £308,000) for one month's deficit
payment and £nil (2021: £nil) for Scheme expenses.
The parent Company RM plc has entered into a pension protection fund compliant guarantee in respect of
scheme liabilities. No liability has been recognised for this within the Company as the Directors consider that
the likelihood of it being called upon is remote.
The Consortium CARE Scheme (CARE Scheme)
Until 31 December 2005, The Consortium for Purchasing and Distribution Limited (“The Consortium”, acquired
by the Company on 30 June 2017 and now RM Educational Resources Limited) operated a pension scheme
(the “Consortium CARE” scheme) providing benefits on both a defined benefit (final salary-linked) and a defined
contribution basis. From 1 January 2006, the defined benefit (final salary-linked) and defined contribution
sections were closed and all employees, subject to the eligibility conditions set out in the Trust Deed and Rules,
joined a new defined benefit (Career Average Revalued Earnings) section. From 28 February 2011 the scheme
was closed to future accruals.
The most recent actuarial valuation of Scheme assets and the present value of the defined benefit obligation
was carried out for statutory funding purposes at 31 May 2021 by a qualified independent actuary. IAS 19
Employee Benefits (revised) liabilities at 30 November 2022 have been rolled forward based on this valuation’s
base data.
As at 31 May 2021, the triennial valuation for statutory funding purposes showed a deficit of £6,240,000.
The Group agreed with the Scheme Trustees that it will repay this amount via deficit catch-up payments of
£1,200,000 per annum until 31 December 2026. The next triennial valuation will be due as at 31 May 2024.
217
Prudential Platinum Pension (Platinum Scheme)
The Consortium acquired West Mercia Supplies in April 2012 (prior to the Company acquiring The Consortium).
Upon acquisition by The Consortium of West Mercia Supplies, a pension scheme (the Platinum scheme) was
set up providing benefits on both a defined benefit (final salary-linked) and a defined contribution basis for
West Mercia employees. The most recent full actuarial valuation was carried out by the independent actuaries
XPS Pensions Group on 31 December 2018. The results of the full valuation were adjusted and rolled forward
to form the basis for the current year valuation. The scheme is administered within a legally separate trust
from The Consortium and the Trustees are responsible for ensuring that the correct benefits are paid, that the
scheme is appropriately funded and that the scheme assets are appropriately invested. The valuation of the
scheme at 31 December 2018 was a surplus of £213,000 (31 December 2015: deficit £70,000).
Amounts recognised in the Income Statement and in the Statement of Comprehensive Income
Year ended
30 November 2022
Year ended
30 November 2021
Note
£000
£000
Administrative expenses and taxes
(7)
(52)
Operating expense
(7)
(52)
Interest cost
(5,326)
(4,827)
Interest on scheme assets
5,894
4,573
Net interest income/(expense)
8,9
568
(254)
Income/(expense) recognised in the Income Statement
561
(306)
Effect of changes in demographic assumptions
2,053
620
Effect of changes in financial assumptions
135,098
(3,203)
Effect of experience adjustments
(20,544)
847
Total actuarial gains/(losses)
116,607
(1,736)
Return on scheme assets
excluding interest on scheme assets
(129,453)
46,596
(Expense)/income recognised in
the Statement of Comprehensive Income
(12,846)
44,860
(Expense)/income recognised in
Total Comprehensive Income
(12,285)
44,554
The total expense recognised in the Statement of Total Comprehensive Income comprise the £12.8m above
offset by a release of £0.6m relating to LGPS provisions (see Note 24).
The effect of changes in financial assumptions is principally due to the significant increase in the discount rates
- see sensitivity information further below in this Note 26. The discount rates have significantly increased as a
result of an increase in corporate bond yields over the period, which have led to a lower value being placed
on the Schemes’ liabilities. This has been broadly matched by a corresponding fall in asset values. The asset
returns over the period reflect low returns on growth assets such as equities, as well as returns on Liability
Driven Investment (LDI) holdings which are designed to move in the same way as liabilities following changes
to interest rates and market-implied inflation – see LDI information further below in this Note 26.
FINANCIAL STATEMENTS
218
Reconciliation of the scheme assets and obligations through the year
RM
Scheme
CARE
Scheme
Platinum
Scheme
Year ended
30 November 2022
Year ended
30 November 2021
£000
£000
£000
£000
£000
Assets
At start of year
316,722
17,858
3,061
337,641
287,061
Interest on scheme assets
5,524
316
54
5,894
4,573
Return on scheme assets,
excluding interest on scheme assets
(123,023)
(5,335)
(1,095)
(129,453)
46,596
Administrative expenses
-
20
(27)
(7)
(52)
Contributions from Group
3,452
1,059
26
4,537
4,450
Benefits paid
(5,331)
(625)
(14)
(5,970)
(4,987)
At end of year
197,344
13,293
2,005
212,642
337,641
Obligations
At start of year
(282,178)
(22,544)
(2,568)
(307,290)
(305,714)
Interest cost
(4,892)
(389)
(45)
(5,326)
(4,827)
Actuarial gains/(losses)
107,713
7,661
1,234
116,608
(1,736)
Benefits paid
5,331
625
14
5,970
4,987
At end of year
(174,026)
(14,647)
(1,364)
(190,037)
(307,290)
Pension deficit
-
(1,354)
-
(1,354)
(4,686)
Pension surplus
23,318
-
641
23,959
35,037
Net pension surplus/(deficit)
23,318
(1,354)
641
22,605
30,351
Market volatility
Market indices such as the yields on corporate and government bonds, which are used to set assumptions for
IAS 19 disclosure, have been very volatile over the last few months as markets reacted to the mini-budget and
subsequent market intervention by the Bank of England, though there was notably less market volatility as a
result of the Autumn Statement. Asset values have also shown volatility recently, particularly LDI values, which
move in response to changes interest rates. Measures of RPI and CPI inflation have been particularly high over
the year to 30 November 2022, and this has been reflected within the value of the liabilities of the Schemes
where benefits are linked to inflation.
Included within the CARE Scheme obligations is an unfunded liability of £98,000 (2021: £161,000) which is a
liability of the Group and not the Scheme.
Reconciliation of net defined benefit obligation
Year ended
30 November 2022
Year ended
30 November 2021
£000
£000
Net surplus/(obligation) at the start of the year
30,351
(18,653)
Cost included in Income Statement
561
(306)
Scheme remeasurements included in the
Statement of Comprehensive Income
(12,844)
44,860
Cash contribution
4,537
4,450
Net pension surplus
22,605
30,351
Under the current agreements, the Group expect to pay approximately £4,400,000 in contributions in the year
ending 30 November 2023.
219
Obligation by participant status
Year ended
30 November 2022
Year ended
30 November 2021
£000
£000
Active
-
1,611
Vested deferreds
145,134
243,139
Retirees
44,905
62,540
190,039
307,290
Value of scheme assets
Year ended
30 November 2022
Year ended
30 November 2021
Fair value
hierarchy
£000
£000
Cash and cash equivalents, including escrow
Level 1
6,691
542
Equity instruments
Level 1
-
129,809
Equity instruments
Level 2
18,459
27,529
Equity instruments - pooled investment vehicle
Level 3
73,447
-
Debt instruments
Level 2
2,005
3,061
Liability driven investments
Level 1
79,476
-
Liability driven investments
Level 2
13,270
150,147
Insurance contract
Level 3
19,294
26,553
212,642
337,641
Significant actuarial assumptions
Year ended
30 November 2022
Year ended
30 November 2021
Discount rate (RM Scheme)
4.40%
1.75%
Discount rate (CARE Scheme)
4.45%
1.75%
Discount rate (Platinum Scheme)
4.35%
1.75%
Rate of RPI price inflation (RM Scheme)
3.05%
3.15%
Rate of RPI price inflation (CARE Scheme)
3.10%
3.15%
Rate of RPI price inflation (Platinum Scheme)
3.00%
3.15%
Rate of CPI price inflation - period before 1 January 2030
2.05%
2.15%
Rate of CPI price inflation - period after 1 January 2030
3.05%
3.15%
Rate of salary increases (Platinum Scheme)
N/A
N/A
Rate of pensions increases
pre 6 April 1997 service
1.50%
1.50%
pre 1 June 2005 service
2.90%
2.90%
post 31 May 2005 service
1.95%
2.05%
Post retirement mortality table
S3PA CMI 2021 1.25% 2020 and
2021 weight parameters of 10%
S2PA CMI 2020
1.25%
Weighted average duration of defined benefit obligation
18 years
24 years
Assumed life expectancy on retirement at age 65:
Retiring at the accounting date (male member aged 65)
21.6
21.9
Retiring 20 years after the accounting date
(male member aged 45)
22.8
23.3
FINANCIAL STATEMENTS
220
Expected cash flows
Year ended
30 November 2022
Year ended
30 November 2021
£000
£000
Expected employer contributions for the following year ended 30 November
4,450
4,450
Expected total benefit payments
Year 1
4,316
4,194
Year 2
4,534
4,369
Year 3
4,791
4,493
Year 4
5,142
4,780
Year 5
5,682
5,346
Years 6-10
34,679
33,612
Key risks
The schemes expose the Group to a number of risks:
y
Investment risk: The scheme holds investments in asset classes, such as equities, which have volatile
market values and while these assets are expected to provide real returns over the long term,
the short-term volatility can cause additional funding to be required if a deficit emerges.
y
Interest rate risk: The scheme's liabilities are assessed using market yields on high quality corporate bonds
to discount the liabilities. As the scheme holds assets such as equities and diversified growth funds the value
of the assets and liabilities may not move in the same way.
y
Inflation risk: A significant proportion of the benefits under the scheme are linked to inflation. Although the
scheme's assets are expected to provide a good hedge against inflation over the long term, movements
over the short term could lead to deficits emerging.
y
Mortality risk: In the event that members live longer than assumed a deficit will emerge in the scheme.
Sensitivities to assumptions – one item changed with all others held constant
--------------- 30 November 2022 ---------------
30 November 2021
Base
-0.1%
discount
rate
+0.1%
discount
rate
-0.1%
RPI
+0.1%
RPI
Life
+1yr
Base
£m
£m
£m
£m
£m
£m
£m
Analysis of net balance sheet position
Fair value of scheme assets
212.6
212.8
212.4
212.5
212.8
213.4
337.6
Present value of scheme obligations
(190.0)
(186.6)
(193.4)
(192.9)
(187.4)
(184.3)
(307.3)
Net pension surplus
22.6
26.2
19.0
19.6
25.4
29.1
30.3
Actuarial assumptions
Discount rate (RM Scheme)
4.40%
4.30%
4.50%
4.40%
4.40%
4.40%
1.75%
Discount rate (CARE Scheme)
4.45%
4.35%
4.55%
4.45%
4.45%
4.45%
1.75%
Discount rate (Platinum Scheme)
4.35%
4.25%
4.45%
4.35%
4.35%
4.35%
1.75%
Rate of RPI
3.05%
3.05%
3.05%
2.95%
3.15%
3.05%
3.15%
Rate of CPI
2.05%
2.05%
2.05%
1.95%
2.15%
2.05%
2.05%
Mortality table
--------------- S3PA CMI 2021 1.25% ---------------
S2PA CMI 2020 1.25%
221
The significant actuarial assumptions are the discount rate applied to pension liabilities together with RPI/CPI
and mortality as shown in the above table. We note that every 0.1% movement in discount rate has a c.£3.6m
impact on the deficit (2021: £7m) and a 0.1% movement in RPI has a c.£3m impact (2021: £6m).
Insurance assets
The RM Scheme also holds insurance policies covering benefits for some pensions in payment. The value of
these annuities is £19.3m at 30 November 2022 (2021: £26.6m). This value has been calculated using the same
assumptions as used to value the liabilities. The method of determining the value of the insurance annuities is
determined by projecting the expected benefit payments using the agreed assumptions and then discounting
the resulting cash flows back to 30 November 2022.
Liability driven investments (LDI)
The RM Scheme contains LDI portfolio of £92.7m at 30 November 2022 (2021: £150.2m). The portfolio is
valued at market value as no bid valuation is available. The components of the LDI portfolio are determined by
the Trustee’s investment adviser with the aim to provide a good match to the Scheme’s exposure to interest
rate and inflation risks within the value of its liabilities.
Liability driven investments are expected to move broadly in line with the rise and fall in liability values, thus
providing a degree of protection to the Scheme’s funding position.
The Trustees continue to work closely with their investment advisers to regularly rebalance the portfolio in
order to maintain a healthy level of collateral backing for the LDI portfolio in light of changes to interest rates
and inflation and work to maintain the overall asset allocations broadly in line with the long-term return target.
The Trustees are also closely monitoring the Scheme’s funding position in light of the recent market volatility.
27. Own shares
The RM plc Employee Share Trust (EST) was established in March 2003 to hedge the future obligations of the
Group in respect of shares awarded under the RM plc Co-Investment Plan, RM plc Performance Share Plan and
Deferred Bonus Plan. The EST has waived any entitlement to the receipt of normal dividends in respect of all of
its holding of the Company’s ordinary shares. The EST’s waiver of dividends may be revoked or varied at any time.
Company and Group
Ordinary shares of 2
2/7p
Number '000
£000
At 1 December 2020
1,169
841
Shares released to award holders
(550)
(397)
At 30 November 2021 and 30 November 2022
619
444
The valuation of the shares is weighted average cost.
The maximum number of own shares held in the year was 618,796.
FINANCIAL STATEMENTS
222
28. Share-based payments
The Group operates the following executive and employee equity-settled share-based payment scheme known
as the RM plc Performance Share Plan 2010 (the “PSP Scheme”).
Three awards were made under the PSP Scheme during the year ended 30 November 2022. The fair values
of awards made under this Scheme have been assessed using Black-Scholes and Monte-Carlo models,
as appropriate to the scheme, at the date of grant. The fair values of awards are expensed over the period
between grant and vesting. The weighted average fair value of the award made during the year was £0.762
per share and key assumptions include risk free rate of 0.12%, dividend yield of 1.36% and volatility of Company
share price of 47%.
Share-based payment awards exercised in the period and disclosed in the statement of changes in equity
represents the impact on retained earnings of releasing the fair value charge accrued under IFRS 2 Share-based
payment, which for deferred bonus scheme is partially matched by the release of own shares held.
RM plc Performance Share Plan 2010 (“PSP Scheme”)
The Group uses the PSP Scheme for the remuneration of senior executives and senior management. Details
of Directors’ awards are contained within the Remuneration Report. Participation has been subject to various
vesting conditions, including EPS, total shareholder return (TSR) and share price conditions. The awards issued
in 2021 and 2022 do not include an EPS vesting condition. If the participants leave the Group’s employment, in
most circumstances the award lapses
Details of performance share plan shares are as follows:
Group
Maximum number of shares
Market price on grant
At 1 December 2020
2,003,500
Granted during the year
905,000
£1.72
Lapsed during the year
(710,825)
Exercised during the year
(561,675)
At 30 November 2021
1,636,000
Granted during the year
1,312,248
£1.33
Lapsed during the year
(1,211,000)
At 30 November 2022
1,737,248
The plans outstanding at 30 November 2022 had a weighted average contractual life of 1.7 years
(2021: 1.6 years). The weighted average exercise price was £nil (2021: £nil).
The weighted average market share price at date of exercise was £ nil (2021: £2.09).
Where total shareholder return (TSR) is used as a performance condition, comparator company volatility is
assessed using annualised, daily historic TSR growth assessed over a period prior to the date of grant that
corresponds to the performance period of three years. The company correlation uses historic pairwise
correlations of the companies over a three year period. The fair value of the TSR element is based on a large
number of stochastic projections of Company and comparator TSR.
Where earnings per share (EPS) is used as a performance condition, the EPS Performance Target is that EPS for
the final Financial Year of the measurement period.
In March 2003 the Company established the RM plc Employee Share Trust to hedge the future obligations of
the Group in respect of share scheme awards. These shares are used to hedge the estimated liability but until
vesting represents own shares held – see Note 27.
223
Performance conditions
Assigning a fair value charge to share-based payments requires estimation of: the projected share price; the
number of instruments which are likely to vest; other non-market based performance conditions.
29. Guarantees and contingent liabilities
a) Guarantees
The Company has entered into guarantees relating to the performance and liabilities of certain major contracts
of its subsidiaries. The Directors are not aware of any circumstances that have given rise to any liability under
such guarantees and consider the possibility of any arising to be remote.
After the year end, the Group has provided first ranking security to the bank facility lenders (see Note 31) and
intend to provide second ranking security to the Research Machines 1988 Defined Benefit Pension Scheme and
the CARE Pension Scheme.
b) Contingent liabilities
The Group has provided performance guarantees and indemnities relating to performance bonds and letters
of credit issued by its banks on its behalf, in the ordinary course of business. The Directors are not aware of
any circumstances that have given rise to any liability under such guarantees and indemnities and consider the
possibility of any arising to be remote.
30: Leases and commitments
a) Lease commitments
The outstanding lease commitments for leases that fall within the scope of IFRS 16 are recognised in
the balance sheet as lease liabilities (see Note 22). Other leases that are of low value or less than a year
(except properties) are disclosed in the table below.
Group
2022
2021
£000
£000
Within 1 year
38
7
In years 2 to 5 inclusive
15
2
53
9
The Company has no operating leases.
b) Capital commitments
At 30 November 2022 amounts contracted but not provided for total £nil and relate to outstanding
commitments on the ERP project cost (2021: £502,000). The Company had no capital commitments during
the year.
FINANCIAL STATEMENTS
224
31: Financial risk management
Carrying value of financial assets and financial liabilities
Group
Company
2022
2021
2022
2021
Note
£000
£000
£000
£000
Financial assets
Trade and other receivables - current
20
28,663
26,048
1
1
Trade and other receivables - non-current
20
291
82
7,858
7,263
Cash and short-term deposits
1,911
3,560
-
-
30,865
29,690
7,859
7,264
Financial liabilities
Trade and other payables - current
22
(50,922)
(42,739)
(27,390)
(49,720)
Trade and other payables - non-current
22
(15,998)
(17,803)
-
-
Bank loans and overdrafts
(48,728)
(21,826)
(48,728)
(19,744)
(115,648)
(82,368)
(76,118)
(69,464)
All receivables classified as financial assets are at amortised cost except for forward foreign exchange contracts
of £nil (2021: £164,000) which are classified as fair value through profit or loss.
All liabilities classified as financial liabilities are held at amortised cost except for forward foreign exchange
contracts of £272,000 (2021: £nil) which are classified as fair value through profit or loss.
The Directors consider that the carrying amount of all financial assets and financial liabilities approximates their
fair value, therefore fair value information for financial assets and financial liabilities not shown at fair value is
not disclosed.
It is, and has been throughout the period under review, the Group’s policy that no trading in financial
instruments shall be undertaken and the Group does not hold or issue derivative financial instruments for
speculative purposes.
The main risks arising from the Company’s financial assets and liabilities are market risk (foreign currency risk
and interest rate risk), credit risk and liquidity risk. The Board reviews and agrees policies on a regular basis for
managing the risks associated with these assets and liabilities.
Foreign currency risk
a) Translation
The Group is exposed to the translation risk of assets and liabilities held in overseas subsidiaries being translated
in the Group’s results at rates of exchange effective at the balance sheet date. The risk is mitigated by the
concentration of contractual positions through UK legal entities.
All financial assets are classified as financial assets at amortised cost.
All liabilities classified as financial liabilities are held at amortised cost except for forward foreign exchange
contracts of £272,000 liability (2021: £164,000 asset) which are classified as fair value through profit or loss.
The Group also maintains foreign currency denominated cash accounts, but only holds balances required to
settle its payables.
225
b) Transaction
Operations are also subject to foreign exchange risk from transactions in currencies other than their functional
currency and, once recognised, the revaluation of foreign currency denominated assets and liabilities.
Principally, this relates to transactions arising in US Dollars and Indian Rupees. Specifically, the Group purchases
a proportion of its inventory in US dollars and operating costs in the Group’s subsidiary RM Education Solutions
India Pvt Limited are in Indian Rupees.
In order to manage these risks the Group enters into derivative transactions in the form of forward foreign
currency contracts. To manage the US Dollar to Sterling risk, the forward foreign currency contracts purchased
are designed to cover 75-100% of forecast currency denominated purchases and the contracts are set up to
provide coverage over future fixed price periods, typically for the following 12 months. To manage the Indian
Rupee to Sterling risk, the contracts purchased are designed to cover 75-85% of forecast Rupee costs and are
renewed on a revolving basis of approximately eleven to eighteen months.
The total amount of outstanding forward foreign exchange contracts to which the Group was committed was:
2022
Currency
Contract type
Forward contract value
Currency '000
Forward contract value
£000
Mark to market value
£000
Fair value
£000
US Dollar
Buy
11,305
(9,477)
(9,429)
(48)
Rupee
Buy
1,111,000
(11,447)
(11,223)
(224)
(20,924)
(20,652)
(272)
2021
Currency
Contract type
Forward contract value
Currency '000
Forward contract value
£000
Mark to market value
£000
Fair value
£000
US Dollar
Buy
3,285
(2,442)
(2,458)
16
Rupee
Buy
432,265
(4,084)
(4,232)
148
(6,526)
(6,690)
164
The fair value of the derivative financial instruments is estimated by discounting the future contracted cash flow,
using readily available market data and represents a level 2 measurement in the fair value hierarchy under IFRS 7.
These fair value gains/(losses) are included within trade and other receivables and trade and other payables
respectively.
Of these, forward foreign currency exchange contracts with a contract value of £20,924,000 (2021:
£6,526,000) and fair value of £272,000 liability (2021: £164,000 asset) have been designated as effective hedges
in accordance with IFRS 9 Financial Instruments: Recognition and Measurement. The movement in fair value
of hedged derivative financial instruments during the year was a debit of £436,000 (2021: credit of £240,000)
which has been recognised in Other comprehensive income and presented in the hedging reserve in equity.
In addition, the Group transfers via the Statement of Changes in Equity directly into the recognition amount in
inventory, the gain or loss on realised foreign currency contracts used to hedge non-financial assets.
No ineffectiveness was identified in the forward foreign currency exchange contracts that have been
designated hedges in accordance with IFRS 9 Financial Instruments: Recognition and Measurement at 30
November 2022 (2021: nil).
Commercially effective hedges may lead to Income Statement volatility in the future, particularly if the hedges
do not meet the criteria of an effective hedge in accordance with IFRS 9 Financial Instruments: Recognition and
Measurement.
All Rupee forward contracts are non-deliverable and are settled on a net basis.
FINANCIAL STATEMENTS
226
c) Foreign exchange rate sensitivity
The following table details how the Group’s income and equity would increase/(decrease) if there were a
10% increase/(decrease) in the amount of the respective currency which could be purchased with £Sterling
(assuming all other variables remain constant), for example from $1.20:£1 to $1.32:£1 at the balance sheet date.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts
their translation at the period end for a 10% change in foreign currency. A 10% weakening of Sterling against the
relevant currency would be estimated to have a comparable but opposite impact on income and equity.
The total amount of outstanding forward foreign exchange contracts to which the Group was committed was:
Group
2022
2021
Nominal value
Fair value
Nominal value
Fair value
£000
£000
£000
£000
Forward foreign exchange contracts
(20,924)
(272)
(6,526)
164
Sensitivity
2022
2021
Group
Income
Equity
Income
Equity
£000
£000
£000
£000
10% increase in foreign exchange rates
against Sterling:
US Dollar
(47)
(47)
(175)
(175)
Australian Dollar
(122)
(349)
(355)
(393)
Indian Rupee
79
345
82
397
All the forward exchange contracts mature within 1 year.
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the
analysis does not reflect management’s proactive monitoring methods and processes for exchange risk.
Interest rate risk
The only significant interest-bearing financial assets or liabilities relate to the Group’s borrowings referred to
below. During the year, adjusted average net debt was £46,759,000 (2021: £15,789,000) and the maximum
borrowings position was £64,110,000 (2021: £29,709,000).
The Group has a committed revolving credit facility with HSBC Bank plc and Barclays Bank plc, which was
originally signed on 5 July 2019 and which was extended on 22 September 2021. The facility expires on 4 July
2023. The facility is for £70,000,000 with an accordion option to increase the facility by a further £30,000,000.
The accordion extension does not need the permission of the existing lenders. The current bank credit
facility ends on 4 July 2023 but has an option to extend for a further 1 year. The extension remains subject
to agreement with the lenders but the Board has no reason to believe the debt would not be renewed. Of
the funds available, £5,000,000 is allocated to an on-demand working capital facility leaving the remainder
unallocated. Under the facility the Company is bound to covenants of at least 4 times interest cover/EBITDA
and up to 3.0 times adjusted net debt/EBITDA as at 31 May and 30 November annually. On 30 November
2022, the covenant calculation date was agreed with the banks to be deferred until December and it has been
subsequently relaxed to 29 March 2023. The £48.7m drawdown at the year end is not contractually due for
repayment until 2023. Interest is payable quarterly based on the drawdown at this date.
Separate to this, the Group has a number of performance bonds relating to potential liabilities arising in
connection with any Local Government Pension Scheme that the Company participates in as a result of its
managed services contracts in the RM Technology Division (which are included in other provisions).
227
The interest payable on loans under the revolving credit facility is between 3.35% and 4.1% above SONIA (the
Margin), for the remainder of the committed term subject to certain financial ratios. A commitment fee of 40%
of the Margin is payable on the unutilised balance and an arrangement fee of £350,000 was paid in 2023. The
fees are recognised in the Consolidated Income Statement on an effective interest rate basis over the duration
of the facility.
The interest and currency profile of cash and cash equivalents is shown below:
Group
2022
2021
Floating rate
Interest free
Total
Floating rate
Interest free
Total
£000
£000
£000
£000
£000
£000
Sterling cash and cash
equivalents/(overdraft)
898
1
899
(637)
134
(503)
US Dollar
-
320
320
-
167
167
Euro
-
6
6
-
86
86
Indian Rupee
-
228
228
402
450
852
Singapore Dollar
-
41
41
-
43
43
Australian Dollar
-
412
412
-
831
831
New Zealand Dollar
-
5
5
-
2
2
Cash and cash equivalents
898
1,013
1,911
(235)
1,713
1,478
Borrowings - Sterling
49,000
-
49,000
20,000
-
20,000
The weighted average effective interest rates at the balance sheet date on interest bearing financial assets and
liabilities were as follows:
Group
2022
2021
Floating rate
£000
Weighted
average
interest rate %
Floating rate
£000
Weighted
average interest
rate %
Financial assets
Cash and cash equivalents
1,911
0.20
3,560
0.77
Financial liabilities
Overdrafts
-
2.87
(2,082)
1.59
Loans
(49,000)
4.04
(20,000)
1.74
Interest rate sensitivity (assuming all other variables remain constant):
Group
2022
2021
Income
sensitivity
£000
Equity
sensitivity
£000
Income
sensitivity
£000
Equity
sensitivity
£000
1% increase in interest rates
(490)
(490)
(185)
(185)
1% decrease in interest rates
490
490
185
185
FINANCIAL STATEMENTS
228
Credit risk
The Group’s principal financial assets are bank balances and trade and other receivables. The Group’s credit
risk is primarily attributable to its trade receivables. Credit checks are performed on new customers and before
credit limits are increased. The amounts presented in the balance sheet are net of allowances for expected
credit losses. Note 20 includes an analysis of trade receivables by type of customer and of the ageing of
unimpaired trade receivables.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are
investment grade banks. The Group has no significant concentration of credit risk, with exposure spread over a
large number of counterparties and customers and a large proportion are schools and educational institutions
which are ultimately backed by the UK Government.
The carrying amount of financial assets represents the maximum credit exposure. The Group does not hold any
collateral to cover its risks associated with financial assets.
Liquidity risk
Cash is managed to ensure that sufficient liquid funds are available with a variety of counterparties, to meet
short, medium and long-term cash flow forecasting requirements. The Group has access to overdraft and
borrowing facilities (see Interest rate risk section) which mean that the Group can continue to meet its liabilities
as they fall due. The levels of investment in the warehouse strategy and IT investment programmes have
had a material impact on the cash position of the Group and are explained further in Note 6. The Group has
approached its maximum borrowing limits during the year (see Interest risk above) and has worked with its
lenders to maintain liquidity. In full alignment with its lenders the Group has implemented improved liquidity
monitoring controls and has agreed (after year end) to, amend and extend the bank facility of £70m to July
2025 as described above, but offers fixed and floating security in return. The Group believes it can maintain its
liquidity despite having net current liabilities of £48.8m (2021: £1.0m).
Post year end, the Group has negotiated amending and extending the facility of £70m but removing the
£30m accordion to 5 July 2025. This new agreement will provide the lenders a fixed and floating charges over
the shares of all obligor companies (except for RM plc). Financial covenants from May 2023 to November 2024
will be on a minimum EBITDA basis on a rolling 12 months and then revert to a 4 times interest cover/EBITDA
(post IFRS16). A condition of the new extended and amended banking facility agreement has been to restrict
dividend distribution until the Company has reduced its adjusted net debt to EBITDA leverage to less than 1x for
two consecutive quarters.
229
Maturity profile of financial liabilities
The table below highlights the maturity profile of the financial liabilities.
As at 30 November 2022
<3 months
£000
3 months
to 1 year
£000
1-2 years
£000
2-5 years
£000
over
5 years
£000
Total
£000
Financial liabilities
Trade payables
34,269
-
-
-
-
34,269
Lease liabilities
883
2,574
-
-
-
3,457
Derivative liabilities
3,505
6,197
-
-
-
9,702
Other payables
-
2,721
-
-
-
2,721
Accruals
8,119
2,397
-
-
-
10,516
Borrowings *
52,337
2,731
-
-
-
55,068
99,113
16,620
-
-
-
115,732
Lease liabilities due after 1 year
-
-
2,313
4,938
10,201
17,453
99,113
16,620
2,313
4,938
10,201
133,185
As at 30 November 2021
<3 months
£000
3 months
to 1 year
£000
1-2 years
£000
2-5 years
£000
over
5 years
£000
Total
£000
Financial liabilities
Trade payables
21,277
-
-
-
-
21,277
Lease liabilities
982
2,783
-
-
-
3,765
Derivative liabilities
288
2,154
-
-
-
2,442
Other payables
-
2,893
-
-
-
2,893
Overdraft
2,082
-
-
-
-
2,082
Accruals
13,408
2,035
-
-
-
15,443
38,037
9,865
-
-
-
47,902
Lease liabilities due after 1 year
-
-
2,300
5,610
11,634
19,544
Borrowings
155
463
20,412
-
-
21,030
38,192
10,328
22,712
5,610
11,634
88,476
* Borrowings are detailed in Note 23, the profile above reflects the cash flows to the facility extension date of 5 July 2024.
Capital management
The Group’s policy is to maintain a strong capital base to maintain investor, creditor and market confidence as
to sustain future development of the business. Management monitors the return on capital, as well as the level
of dividends to ordinary shareholders and contributions to the defined benefit pension schemes.
FINANCIAL STATEMENTS
230
32: Related party transactions
a) Key management personnel
The remuneration of the Directors and other key management personnel of the Group during the year, in
aggregate, was:
Group
Year ended
30 November 2022
Year ended
30 November 2021
£000
£000
Short-term employee benefits
2,443
3,102
Post-employment benefits
95
70
Termination benefits
173
-
Share-based payment
129
(5)
2,840
3,167
Share-based payments above include a fair value charge for Executive Directors of £nil (2021: £220,917)
in respect of awards to David Brooks, £62,135 (2021: £87,864) in respect of Neil Martin and £9,045 credit
(2021: £9,045) in respect of Mark Berry.
Further information about the remuneration of individual Directors is provided in the audited section of the
Remuneration Report.
b) Transactions between the Company and its subsidiary undertakings
During the year, the Company entered into the following transactions with its subsidiary undertakings:
Company
Year ended
30 November 2022
Year ended
30 November 2021
£000
£000
(Payments)/receipts:
Management recharges
(868)
(940)
Net intercompany interest payable
(473)
(888)
Dividends received
-
6,000
Total amounts owed between the Company and its subsidiary undertakings are disclosed in Notes 20 and 22
respectively.
c) Other related party transactions
The Group encourages its Directors and employees to be governors, trustees or equivalent of educational
establishments. The Group trades with these establishments in the normal course of its business.
Spinfield School
Neil Martin, Executive Director, is a governor of Spinfield School. RM Resources made sales of £1,807
(2021: £nil) to this school. At the year end there is a balance of £239 (2021: £nil) outstanding.
231
Informa plc
Patrick Neil Martell, Non-Executive Director of RM plc, is Chief Operating Officer of Informa plc. In the year a
payment of £nil was made to Informa Markets (UK) Limited, an indirect subsidiary of Informa plc, relating to
an online subscription for legal guidance (2021: £4,251). At the year end there is a balance of £234 (2021: £nil)
outstanding.
Bellevue Place Education Trust
Vicky Griffiths, a Non-Executive Director is a trustee of Bellevue Place Education Trust. RM Resources made
sales of £nil (2021: £234) to this Trust. At the year end there is a balance of £nil outstanding (2021: £nil).
Independent Search Partnership
Vicky Griffiths, a Non-Executive Director is a partner of Independent Search Partnership. In the year a payment
of £nil was made to Independent Search Partnership (ISP) relating to search fees for recruitment (2021:
£42,683). Vicky Griffiths did not participate in the decision to use ISP, she did not benefit financially in any way
from the arrangement, and she was not involved in the provision of the recruitment services from ISP to RM. At
the year end there is a balance of £nil outstanding (2021: £nil).
Dulwich College Junior School
The husband of Vicky Griffiths, a Non-Executive Director, is Head Teacher of Dulwich College Junior School.
RM Resources made sales of £1,915 (2021: £792) to this school. At year end there is a balance of £1,412
outstanding (2021: £2).
Restore Now
Charles Bligh, Non-Executive Director of RM plc, is the CEO of Restore plc, which is a supplier to RM of
scanning and associated services. Since his appointment on 2 July 2021, the Group has purchased €242,340
(2021: €217,500) and £3,469,412 (2021: £1,204,279) services from Restore Digital Limited (part of the Restore
plc group). At the year end there is an unpaid balance of £1,066,766 (2021: £nil) outstanding. Charles was not
involved in any discussions relating to the use of Restore plc group.
Wellington College
Helen Stevenson, appointed a Non-Executive Director on 16 February 2022, is a trustee of Wellington College.
Since her appointment, RM Resources made sales of £2,338 to this Trust. At the year end, there is a balance of
£327 outstanding.
FINANCIAL STATEMENTS
232
33: Restatement for accounting error and classification
The comparative period Financial Statements are being restated to reflect three prior year errors, being:
1.
During the year certain customer contract fulfilment assets have been reassessed as fulfilling the
capitalisation criteria of IAS38, which should be applied prior to an IFRS15 evaluation of contract assets.
Restated figures as at 30 November 2021 reflect the reclassification of £2,682k that was previously
capitalised within Contract fulfilment assets to Intangible assets. Restated figures as at 30 November 2020
reflect the reclassification of £1,854k that was previously capitalised within Contract fulfilment assets to
Intangible assets. There is no impact on Income Statement, current assets or any other balance sheet line
items from this restatement as the asset is still under development.
2.
We have restated revenue for prior periods to correct for a mechanical error, which arose from previous
forecasts of exam script volumes not being updated at a point when the actual volumes were known. The
aggregate impact of this correction is to reduce revenues recognised in periods prior to the year ended
30 November 2022 by £538k and to increase contract liabilities recognised by £538k. A restatement to reduce
retained earnings as at 1 December 2020 by £538k has been made, with an equivalent increase in contract.
3.
The income from sale of property in FY21 (£1,399k) is also reclassified from operating expenses to other
income as shown below.
Results from discontinuing operations have also been reclassified in the prior year. The impact of these is set
out in Note 21.
These adjustments have the following impact on the primary statements for the year ended 30 November 2021:
Consolidated Income Statement
Year ended 30 November 2021
As reported
£000
Discontinued
operations(1)
£000
Restatement
impact(2)
£000
Restated
£000
Revenue
210,853
(4,704)
-
206,149
Cost of sales
(140,220)
1,449
-
(138,771)
Gross profit
70,633
(3,255)
-
67,378
Operating expenses
(63,490)
1,255
(1,399)
(63,634)
Increase in allowances for receivables
(157)
-
-
(157)
Profit from operations
6,986
(2,000)
(1,399)
3,587
Investment income
28
-
-
28
Other income
-
-
1,399
1,399
Finance costs
(1,396)
-
-
(1,396)
Profit before tax
5,618
(2,000)
-
3,618
Tax
(1,424)
-
-
(1,424)
Profit/(loss) for the year from continuing operations
4,194
(2,000)
-
2,194
Profit for the year from discontinuing operations
-
2,000
-
2,000
Profit for the year
4,194
-
-
4,194
(1) Impact of discontinued operations; (2) Impact of restatements.
The Income Statement is only affected by the reclassification of discontinuing operations. There is no impact
on the Consolidated Statement of Income.
233
Consolidated Balance Sheet
Year ended 30 November 2021
Year ended 30 November 2020
As reported
£000
Discontinued
operations(1)
£000
Restatement
impact(2)
£000
Restated
£000
As reported
£000
Discontinued
operations(1)
£000
Restatement
impact(2)
£000
Restated
£000
Non-current assets
Goodwill
49,202
-
-
49,202
49,322
-
-
49,322
Intangible assets
23,405
-
2,683
26,088
19,016
-
1,854
20,870
Property, plant and equipment
16,217
-
-
16,217
8,423
-
-
8,423
Right-of-use asset
18,018
-
-
18,018
19,391
-
-
19,391
Defined benefit pension scheme surplus
35,037
-
-
35,037
665
-
-
665
Other receivables
82
-
-
82
63
-
-
63
Contract fulfilment assets
4,169
-
(2,683)
1,486
3,420
-
(1,854)
1,566
Deferred tax assets
156
-
-
156
5,333
-
-
5,333
146,286
-
-
146,286
105,633
-
-
105,633
Current assets
Inventories
19,055
-
-
19,055
18,594
-
-
18,594
Trade and other receivables
33,865
-
(204)
33,661
31,475
-
(204)
31,271
Contract fulfilment assets
1,360
-
-
1,360
728
-
-
728
Held-for-sale asset
3,034
-
-
3,034
4,793
-
-
4,793
Tax assets
3,665
-
-
3,665
2,633
-
-
2,633
Cash at bank
3,560
-
-
3,560
5,941
-
-
5,941
64,539
-
(204)
64,335
64,164
-
(204)
63,960
Total assets
210,825
-
(204)
210,621
169,797
-
(204)
169,593
Current liabilities
Trade and other payables
(61,369)
-
(326)
(61,695)
(61,491)
-
(326)
(61,817)
Tax liabilities
-
-
-
-
(163)
-
-
(163)
Provisions
(2,066)
-
-
(2,066)
(435)
-
-
(435)
Overdraft
(2,082)
-
-
(2,082)
(2,480)
-
-
(2,480)
(65,517)
-
(326)
(65,843)
(64,569)
-
(326)
(64,895)
Net current liabilities
(978)
-
(530)
(1,508)
(405)
-
(530)
(935)
Non-current liabilities
Other payables
(21,072)
-
-
(21,072)
(20,987)
-
-
(20,987)
Provisions
(1,475)
-
-
(1,475)
(3,998)
-
-
(3,998)
Deferred tax liability
(10,830)
-
-
(10,830)
(3,339)
-
-
(3,339)
Defined benefit pension scheme obligation
(4,686)
-
-
(4,686)
(19,318)
-
-
(19,318)
Borrowings
(19,744)
-
-
(19,744)
(4,779)
-
-
(4,779)
(57,807)
-
-
(57,807)
(52,421)
-
-
(52,421)
Total liabilities
(123,324)
-
(326) (123,650)
(116,990)
-
(326)
(117,316)
Net assets
87,501
-
(530)
86,971
52,807
-
(530)
52,277
Equity attributable to shareholders
Share capital
1,917
-
-
1,917
1,917
-
-
1,917
Share premium account
27,080
-
-
27,080
27,080
-
-
27,080
Own shares
(444)
-
-
(444)
(841)
-
-
(841)
Capital redemption reserve
94
-
-
94
94
-
-
94
Hedging reserve
177
-
-
177
(65)
-
-
(65)
Translation reserve
(882)
-
-
(882)
(702)
-
-
(702)
Retained earnings
59,559
-
(530)
59,029
25,324
-
(530)
24,794
Total equity
87,501
-
(530)
86,971
52,807
-
(530)
52,277
FINANCIAL STATEMENTS
234
Consolidated Cash Flow Statement
Year ended 30 November 2021
As reported
£000
Discontinued
operations(1)
£000
Restatement
impact(2)
£000
Restated
£000
Profit before tax from continuing operations
5,618
(2,000)
-
3,618
Profit before tax from discontinuing operations
-
2,000
-
2,000
Investment income
(28)
-
-
(28)
Other income
-
-
(1,399)
(1,399)
Finance costs
1,396
-
-
1,396
Profit from operations
6,986
-
(1,399)
5,587
Adjustments for:
Amortisation and impairment of intangible assets
2,406
-
-
2,406
Depreciation and impairment of property, plant and equipment
4,281
-
-
4,281
Utilisation of contract fulfillment asset
-
-
1,446
1,446
(Gain)/loss on disposal of property, plant and equipment
(1,449)
-
1,399
(50)
Loss on foreign exchange derivatives
64
-
-
64
Share-based payment credit
(100)
-
-
(100)
Decrease in provisions
(353)
-
-
(353)
Defined benefit pension scheme administration cost
52
-
-
52
Operating cash flows before movements in working capital
11,887
-
1,446
13,333
Increase in inventories
(460)
-
-
(460)
Increase in receivables
(2,318)
-
-
(2,318)
Increase in contract fulfilment assets
(1,381)
-
(618)
(1,999)
Movements in payables
- increase in trade and other payables
1,177
-
-
1,177
- utilisation of provisions
(528)
-
-
(528)
Cash generated from operations
8,377
-
828
9,205
Defined benefit pension scheme cash contributions
(4,450)
-
-
(4,450)
Tax paid
(135)
-
-
(135)
Net cash inflow from operating activities
3,792
-
828
4,620
Investing activities
Interest received
28
-
-
28
Proceeds on disposal of property, plant and equipment
3,214
-
-
3,214
Purchases of property, plant and equipment
(8,024)
-
-
(8,024)
Purchases of other intangible assets
(6,977)
-
(828)
(7,805)
Net cash used in investing activities
(11,759)
-
(828)
(12,587)
Financing activities
Dividends paid
(3,913)
-
-
(3,913)
Drawdown of borrowings
15,000
43,000
-
58,000
Repayment of borrowings
-
(43,000)
-
(43,000)
Borrowing facilities arrangement and commitment fees
(497)
-
-
(497)
Interest paid
(675)
-
-
(675)
Payment of leasing liabilities
(3,889)
-
-
(3,889)
Net cash generated by financing activities
6,026
-
-
6,026
Net (decrease)/increase in cash and cash equivalents
(1,941)
-
-
(1,941)
Cash and cash equivalents at the beginning of the year
3,461
-
-
3,461
Effect of foreign exchange rate changes
(42)
-
-
(42)
Cash and cash equivalents at the end of the year
1,478
-
-
1,478
235
34: Post balance sheet events
On 28 March 2022, the Group agreed to amend and extend the bank facility with our lenders to July 2025,
with key changes disclosed in Note 31.
There are no other post balance sheet events.
235
FINANCIAL STATEMENTS
236
Financial calendar
Annual General Meeting
25 May 2023
Announcement of 2023 interim results
July 2023
Preliminary announcement of 2023 results
February 2024
Glossary
The use of Company refers to RM plc.
The use of Group refers to RM plc and its
subsidiary undertakings covered by the
consolidated accounts.
Investor information
Information for investors is available at
www.rmplc.com. Enquiries can be directed
to Howard Rubenstein, Company Secretary,
at the Group head office address or at
companysecretary@rm.com.
Registrars and shareholding information
Shareholders can access the details of their
holdings in RM plc via the Shareholder Services
option within the investor section of the corporate
website at www.rmplc.com. Shareholders can also
make changes to their address details and dividend
mandates online. All enquiries about individual
shareholder matters should be made to the
Company’s registrar, Link Asset Services, either via
email at shareholderenquiries@linkgroup.co.uk or
by telephone to 0371 664 0300. Calls are charged
at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines
are open between 09:00 - 17:30, Monday to Friday
excluding public holidays in England and Wales.
To help shareholders, the Link Asset Services’
Share Portal at www.signalshares.com
contains a frequently asked questions section
for shareholders.
Electronic communication
Shareholders are able to receive Company
communication via email. By registering your
email address, you will receive emails with a web
link to information posted on our website. This
can include our report and accounts, notice of
meetings and other information we communicate
to our shareholders.
Electronic communication brings numerous
benefits, which include helping us reduce our
impact on the environment, increased security
(your documents cannot be lost in the post
or read by others) and faster notification of
information and updates. To sign up to receive
e-communications go to Link Asset Services’
Share Portal at www.signalshares.com.
All you need to register is your investor code,
which can be found on your share certificate or
your dividend tax voucher. The Share Portal is a
secure online site where you can manage your
shareholding quickly and easily. You can check
your shareholding and account transactions,
change your name, address or dividend mandate
details online at any time and vote online via the
Share Portal.
Beneficial shareholders with
‘information rights’
Please note that beneficial owners of shares who
have been nominated by the registered holders
of those shares to receive information rights
under section 146 of the Companies Act 2006
are required to direct all communications to the
registered holder of their shares rather than to Link
Asset Services, or to the Company directly.
SHAREHOLDER INFORMATION
237
Multiple accounts on
the shareholder register
If you have received two or more copies of
this document, it may be because there is
more than one account in your name on the
shareholder register. This may be due to either
your name or address appearing on each
account in a slightly different way. For security
reasons, Link Asset Services will not amalgamate
the accounts without your written consent. If
you would like to amalgamate your multiple
accounts into one account, please write to
Link Asset Services.
Company Secretary
Howard Rubenstein
Central Court
25 Southampton Buildings
London W2CA 1AL
Group head office
and registered office
142B Park Drive
Milton Park
Abingdon
Oxfordshire OX14 4SE
United Kingdom
Telephone: +44 (0)1235 645 316
Registered number
RM plc’s registered number is 01749877
Corporate Website
Information about the Group’s activities is available
from RM at www.rmplc.com.
Auditor
Deloitte LLP
Four Brindley Place
Birmingham B1 2HZ
Financial Advisers
and Stockbrokers
Investec Bank plc
30 Gresham Street
London EC2V 7QP
Financial Public Relations
Headland PR Consultancy LLP
1 Suffolk Lane
London EC4R 0AX
Registrar
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Legal Adviser
Osborne Clarke
One London Wall
London EC2Y 5EB
142B Park Drive
Milton Park
Milton
Abingdon
Oxfordshire
OX14 4SE
Telephone: +44 (0)1235 645 316
Stock code: RM.
www.rmplc.com