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Rentokil Initial plc
Annual Report 2022
A bigger,
better
business.
Protecting People.
Enhancing Lives.
Preserving our Planet.
Alternative Performance Measures (APMs)
This Annual Report presents certain non-GAAP measures,
which should not be viewed in isolation as alternatives to
the equivalent IFRS measure, rather they should be read in
conjunction with the equivalent IFRS measure. These
include revenue and profit measures presented at constant
exchange rates (CER), Organic Revenue Growth (including
and excluding COVID disinfection), Adjusted Operating
Profit and Adjusted Operating Profit at CER, Adjusted
Operating Margin at CER, Adjusted Profit Before Tax and
Adjusted Profit Before Tax at CER, Adjusted Profit After Tax,
EBITDA, Free Cash Flow, Adjusted Free Cash Flow,
Adjusted Free Cash Flow Conversion, Adjusted Cash Flow
(previously named Operating Cash Flow), Adjusted
Earnings Per Share and Diluted Adjusted Earnings Per
Share, which are defined and reconciled to the nearest
IFRS measure in the relevant notes to the Financial
Statements for the year ended 31 December 2022. These
measures may not be calculated in the same way as
similarly named measures reported by other companies.
Management believes that these measures provide
valuable additional information for users of Rentokil Initial’s
Financial Statements in order to better understand the
underlying trading performance in the year from activities
and businesses that will contribute to future performance.
The Group’s internal strategic planning process is also
based on these measures and they are used for incentive
purposes. They should be viewed as complements to, and
not replacements for, the comparable IFRS measures. An
explanation of the measures used along with reconciliation
to the nearest IFRS measure is provided in the relevant
Notes to the Financial Statements on pages 149 to 189.
Notes
Organic Revenue Growth represents the growth in Revenue
excluding the effect of businesses acquired during the year.
Acquired businesses are included in organic measures in the
year following acquisition, and the comparative period is
adjusted to include an estimated full-year performance for
growth calculations (pro forma revenue). The Terminix
acquisition is treated differently to other acquisitions for
Organic Revenue Growth purposes, with the growth in
Revenue not being excluded. The full pre-acquisition results
of the Terminix business are included for the comparative
period and Organic Revenue Growth calculated as the
growth in Revenue compared with the comparative period.
Rentokil North America refers to the Rentokil Initial business
in North America not inclusive of Terminix.
Group Organic Revenue Growth
(excluding COVID disinfection)
6.6
%
Target: 4–5%
Workwear (France) Organic Revenue Growth
16.6
%
Target: 3–4%
Pest Control Organic Revenue Growth
5.6
%
Target: 4.5–6.5%
Hygiene & Wellbeing Organic Revenue
Growth (excluding COVID disinfection)
9.3
%
Target: 4–6%
Adjusted Free Cash Flow Conversion
W
(at AER)
91.8
%
Target: c.90%
Performance against our medium-term growth targets 2022
Revenue (at CER)
W
£
3,522
m
+19.1%
2021: £2,957m
Lost time accident
1
(LTA)
W
0.39
-2.6%
2021: 0.38
Adjusted Operating Profit (at CER)
W
£
542
m
+22.7%
2021: £442m
Revenue (at AER)
£
3,714
m
+25.6%
2021: £2,957m
Profit before tax (at AER)
£
296
m
-9.1%
2021: £325m
Total colleague retention
1
W
82.6
%
-180bps
2021: 84.4%
Net Cash Flows from Operating Activities
(at AER)
£
600
m
+6.6%
2021: £563m
Free Cash Flow (at AER)
W
£
374
m
+5.9%
2021: £353m
Total client retention
1
W
85.4
%
+0bps
2021: 85.4%
Performance
Contents
W
KPIs, see pages
22
to
25
 78 
Corporate Governance Report
 95 
Audit Committee Report
103 
Nomination Committee Report
108 
Directors’ Remuneration Report
130 
Independent Auditors’ Report
Financial Statements
138 
Financial Review
144 
Primary Statements
149 
Notes to the Financial Statements
190 
Related Undertakings
197 
Parent Company Financial Statements
199 
Notes to the Parent Company Accounts
204 
Management’s Discussion and Analysis
Other Information
215 
Directors’ Report
219 
Additional Shareholder Information
221 
Glossary
B
The Financial Review on pages
138
to
143
forms part of the Strategic Report
The content of this Annual Report reflects the views, opinions and status of the Company as at 16 March 2023.
Notes:
1. Figures are presented excluding Terminix; for more information please see the KPI section on pages
22
to
25
.
2. AER is defined as Actual Exchange Rates and CER as Constant Exchange Rates.
Strategic Report 
02
Our Business at a Glance
04
A bigger, better business
12
Q&A with Andy Ransom, Chief Executive
14
Reasons to Invest
18
Our Business Model
20
Our Strategic Priorities
22
Key Performance Indicators
26
Our Business Review
30 Pest Control
38 Hygiene & Wellbeing
44 Workwear (France)
45
Our Stakeholders and s.172(1) statement
49
Responsible Business
63
Risks and Uncertainties
70
Viability Statement
Corporate Governance
72 
Chairman’s Introduction to Governance
74 
Board of Directors
76 
Executive Leadership Team
From
strength
to
strength
2022 was a seminal year in the history of Rentokil Initial. It’s a year
in which we concluded a genuinely game-changing transaction
for us and the industry; one which had been many years in the
making. This outstanding agreement could not have happened
without the collective effort of so many colleagues, whether from
Terminix or Rentokil Initial. I am incredibly proud of their tireless
commitment and high standards, and equally grateful for the
support of our advisors and shareholders.
Despite the challenging economic conditions, the business has
put in yet another excellent operational and financial performance,
driving significant revenue growth, profit growth and margin
expansion. This is testament to the quality and resilience of the
business and the c.58,600 colleagues who work here. In addition
to the integration of Terminix with our pest control businesses, we
continued to acquire companies at a rate of about one every week
throughout the Rentokil Initial world, including our first operations
in Pakistan, Argentina and Israel.
At Rentokil Initial we are never complacent and there are
significant opportunities to do more. We have a performance-
driven culture that demands very high standards across the
organisation. I look forward with optimism and confidence to
the next phase of our journey.
Andy Ransom
Chief Executive
Above
Accompanied by colleagues and members
of the management team, Andy Ransom
rings the opening bell at the New York Stock
Exchange to signify completion of the
Terminix acquisition on 12 October 2022.
Find out how we are a bigger, better business on pages 4 to 11
Rentokil Initial plc
Annual Report 2022
01
Corporate Governance
Financial Statements
Other Information
Strategic Report
Our global regional operations
Our 2023 targets
Our medium term targets
Total Revenue at CER
1
£m
North
America
Europe
(incl. Latin
America)
UK &
Sub-Saharan
Africa
Asia &
MENAT
Pacific
Total
Pest Control
1,581
425
187
222
101
2,516
Hygiene & Wellbeing
94
324
183
86
120
807
Workwear
193
193
Total at CER
1,675
942
370
308
221
3,522
2
Total at AER
1,849
941
370
321
227
3,714
2
1. For Total Revenue at AER please see Note A1 on page 154.
2. Total includes £6.0m of central & regional overheads.
Asia & MENAT
£
308
m
+13.4%
Pacific
£
221
m
+12.8%
Group Organic Revenue Growth
Target: At least 5.0%
Pest Control Organic Revenue Growth
Target: 4.5–6.5%
Hygiene & Wellbeing Organic Revenue Growth
Target: 4.0–6.0%
Workwear Organic Revenue Growth
Target: 3.0–4.0%
Group Adjusted Operating Margin
Target: FY 25 >19.0%
Free Cash Flow Conversion
Target: FY 25: At least 90%
North America
£
1,675
m
+29.7%
Europe (incl. Latin America)
£
942
m
+13.2%
UK & Sub-Saharan Africa
£
370
m
+2.9%
Our
R
I
GH
T
WAY
plan divides our business
into two core categories and five geographic
regions, all operating on a low-cost,
single-country operating structure. We have
consistently implemented an effective strategy
at pace, enhanced by bolt-on and strategic
M&A, and this has delivered consistent
progress against our financial targets.
We are a strong and focused business,
operating in higher growth markets, with
improving levels of organic growth, reduced
capital intensity, high levels of cash
generation, and a proven and successful
M&A capability.
Our Business at a Glance
A global leader
Rentokil Initial is a global leader in the
provision of route-based services
whose mission is to protect people
from the dangers of pest-borne disease
and the risks of poor hygiene, to
enhance lives with services that protect
the health and wellbeing of people and
the reputation of its customers’ brands,
and to preserve the planet through its
sustainable practices.
Our
R
I
GH
T
WAY plan
Group Adjusted Operating Margin
Target: c.16.5%
North America Adjusted Operating Margin
Target: c.19.5%
Free Cash Flow
Target: Adjusted Free Cash Flow Conversion of 80–90%
02
Rentokil Initial plc
Annual Report 2022
Scan me!
To find out more
about our mission,
vision and values.
Pest Control
Hygiene & Wellbeing
Key strategic themes
A
Focus on operational execution
A
Offer a complete product range
A
Expanding outside the washroom
A
Harness the digital opportunity
A
Geographic expansion through organic actions
A
Geographic expansion through targeted, city-based M&A
Key strategic themes
A
Global leadership driving growth
A
Differentiation through our innovation pipeline
A
Harness the digital opportunity
A
Building on brand strength
A
Building scale and density
Initial Hygiene & Wellbeing offers a wide range of
services to meet today’s growing expectations for
hygiene, including our core washroom services,
specialist services in air care and clinical-waste
management, and environment-enhancing services
including scenting, plants and air monitoring.
Rentokil Pest Control, including Terminix, is the
global leader in pest control services and the
largest provider in North America. Operating in
90 countries, we offer the highest levels of risk
management, reassurance and responsiveness
to customers, delivered through our range of
innovative products and solutions.
Countries operating in:
90
Market leader in:
57
Customer sites supported by
myRentokil online customer
portal:
1.2
m
Countries operating in:
70
Market leader in:
26
Total registered users on
myInitial online customer
portal:
100k
+
Revenue at CER:
£
2,516
m
+29.0%
Revenue at CER:
£
807
m
-3.2%
Revenue at AER:
£
2,695
m
+38.2%
Revenue at AER:
£
821
m
-1.5%
B
Find out more on pages
30
to
37
B
Find out more on pages
38
to
43
23
%
71
%
Our values
Our mission
Our vision
B
Find out more on pages
16
to
17
Protecting People.
Enhancing Lives.
Preserving our Planet.
To be the most loved and respected
services business on the planet –
delivering in THE 
R
I
GH
T
WAY.
Service
Relationships
We are passionate about
delivering excellent service to
every customer.
We value long-lasting
relationships with our colleagues,
customers and the communities
in which we operate.
We are One Team
– collaborating, supporting and
working together brilliantly.
We all owe a duty of care to each
other, our customers, local
charities, the communities in
which we live and work, and to
the planet.
Teamwork
Responsibility
Rentokil Initial plc
Annual Report 2022
03
Corporate Governance
Financial Statements
Other Information
Strategic Report
A bigger,
better
business.
04
Rentokil Initial plc
Annual Report 2022
c.
2.9
m
Terminix customers
c.
4.9
m
Total customers worldwide
Increasing our customer base
The acquisition of Terminix, a leading US pest control
operator, is transformational for Rentokil Initial and is
expected to be a highly value-creating combination.
We have created the largest pest control company
in the world and the leading player in North America
and have cemented our position as the global leader
in pest control and hygiene and wellbeing services.
The creation of a bigger and better business will
bring benefits and opportunities for our c.58,600
colleagues, our c.4.9 million customers and our
shareholders as we integrate the businesses over
the next three years.
Rentokil Initial plc
Annual Report 2022
05
Corporate Governance
Financial Statements
Other Information
Strategic Report
Benefiting our
colleagues.
A bigger,
better
business.
+
11,000
colleagues joined us from Terminix
A significant
cultural synergy
We are committed to building a shared
culture we can all be proud of, bringing
together the significant cultural
synergies which already exist between
the Rentokil Initial and Terminix
organisations, and which make for
a strong cultural fit to support an
integration of this scale. This cultural
alignment is across our shared values
of how we treat our people, and our
commitment to customer services
and sustainability, and which we have
reflected in our new shared mission,
vision and values for the Group.
Find out more on pages 17, 34 and 35
One team. One vision.
We are committed to creating a
high-quality working environment
with attractive opportunities for our
colleagues to develop rewarding,
long-term careers in Rentokil Terminix
North America. On day one of the
transaction we took the opportunity
to restate our commitments to engage,
train and retain our colleagues, and to
build a shared culture that we can all
be proud of. Our focus on being a
world-class Employer of Choice supports
this long-term commitment to investing
in our colleagues; promoting a diverse
and inclusive workforce, helping them
develop lasting careers with the
company; and ensuring everyone
goes home safe at the end of their
working day.
Find out more on page 20
06
Rentokil Initial plc
Annual Report 2022
Combined colleagues
c.
58,600
Fostering a best of
breed mix on leadership
An important part of this cultural
alignment will be achieved through the
best of breed mix we have adopted for
the joint leadership team and throughout
the organisation. Our strong leadership
and high-performance culture has been
a core part of Rentokil Initial’s success,
and we are committed to extending this
across the enlarged organisation, and
building a joint team that is based on
the best of talents and sharing best
practices from both organisations
across the wider Group.
Find out more on page 34
Rentokil Initial plc
Annual Report 2022
07
Corporate Governance
Financial Statements
Other Information
Strategic Report
Benefiting our
customers.
A bigger,
better
business.
Committed to
customer service
The new shared values of Rentokil Initial
and Terminix are centred around people
and a commitment to serving our
customers, providing the highest
levels of customer satisfaction and to
developing new, innovative ways to
better serve our enhanced customer
base. Our highly trained experts will
continue to provide customers with
best-in-class levels of service. We will
seek opportunities to provide additional
services to meet the needs of our
enlarged customer base, as well as
explore the potential for cross-selling
Hygiene & Wellbeing products and
services to Terminix’s customers.
Across all areas of our customer
operations we will utilise shared best
practices and best of breed ways of
working to benefit our customers and
to provide them with the services they
need and value.
Find out more on pages 19, 23 and 24
Utilising our strength in
innovation and digital
Innovation is an integral part of Rentokil
Initial’s business, with a focus on
developing sustainable solutions and
digitalisation of products and services.
Terminix’s experts and customers will
benefit from access to Rentokil Initial’s
proprietary products, such as Lumnia
and Flexi Armour, their pipeline of
innovations, including the use of rich
media and artificial intelligence (AI)
and best-in-class digital tools and
services such as PestConnect and
Command Centre. To further support
the opportunities these innovative tools
will bring to the enlarged Group, a new
science and innovation centre will be
opened in the US in 2023, focused
on termite and residential pest control.
Find out more on pages 29, 37 and 52
State of Service
95.9
%
We are committed to delivering
outstanding customer service,
measured by the total number
of service visits as a percentage
of total number of visits due.
08
Rentokil Initial plc
Annual Report 2022
Committed to
sustainable solutions
Rentokil Initial and Terminix are
together on a journey towards a more
environmentally friendly future and
have committed to becoming a net zero
carbon emissions company by 2040.
We have joined forces to share
collective expertise, focusing on areas
that include the introduction of non-toxic
products, the use of digital services
requiring fewer chemicals used in
fumigations, greater route density
leading to more eco-efficient driving,
deployment of an ultra-low emissions
fleet, and a significant reduction in
waste and packaging.
Find out more on pages 52 to 60
-
70
%
We have committed to a 70%
reduction in emissions from
fumigations by 2030
Serving a broader
customer footprint
The combination brings together
Rentokil’s global strength in the
commercial sector with Terminix’s
expertise in residential and termite
pest control, servicing a much larger
combined customer base across
the region. This increased scale, brand
strength and leadership will provide an
enlarged platform to serve our existing
customers, and improve and broaden
our service and product reach across
our customer segments.
Find out more on page 34
Rentokil Initial plc
Annual Report 2022
09
Corporate Governance
Financial Statements
Other Information
Strategic Report
Delivering value for
shareholders.
A bigger,
better
business.
There is also a strong cultural fit
between Terminix and Rentokil Initial
– the businesses have a very similar
playbook that is appropriately focused
on people, customer service,
sustainability and shareholder value –
enabling effective collaboration and
knowledge sharing. In addition to the
significant benefits for our customers
and colleagues, our confidence is
reinforced that the transaction will
create significant value for shareholders.
We have therefore increased our
estimate of pre-tax net P&L cost
synergies from at least $150m to at
least $200m by the end of 2025, plus
a total of $50m non-cash benefits by
the end of 2023 from the application
of IFRS accounting adjustments.
Find out more on page 35
Creating significant
synergies to drive
organic growth
We have developed a deep
understanding of the Terminix
operations and those early assumptions
about the health of the business have
remained intact. It is a high-quality
business with engaged employees, who
have helped build a leadership position
in North America residential and termite
pest control. Our integration planning
has confirmed the strong potential of the
combination, which is both synergistic
and complementary. The combined
Group enjoys the benefits of scale as
well as higher density in our operations
that will enable margin acceleration.
10
Rentokil Initial plc
Annual Report 2022
$
200
m
of annual pre-tax net
P&L cost synergies
by end of 2025
At least
5.0
%+
Medium-term Organic
growth target
7
Seven key workstreams
are at the heart of the
integration plan and are
critical to optimising the
opportunities of the
combination.
c.
400
Branch integration will reduce
branches from over 600 to
Building greater
route density
Rentokil Initial has a fundamental
understanding of route density,
which has helped us consolidate our
leadership position in our existing global
markets and improve margins. In North
America, branch integration is at the
heart of the Rentokil and Terminix
integration plan, aiming to create
the optimum network for customer
proximity and route density over the
next three years. We will focus on
increasing the density of our combined
branches – which will reduce from over
600 to c.400 – and routes as we fully
integrate with Terminix’s complementary
geographic footprints, allowing
accelerated route-density to be
achieved, and presenting further
opportunities to enhance operational
efficiency and margin acceleration.
Find out more on pages 34 and 35
Rentokil Initial plc
Annual Report 2022
11
Corporate Governance
Financial Statements
Other Information
Strategic Report
Q&A
All the questions in this section
have been posed by investors
over the past year.
with Andy Ransom,
Chief Executive
How resilient is the business to
current economic conditions?
A
Our core businesses are inherently resilient,
especially Pest Control. Commercial customers
rely on pest control to protect their customers
and these services are also often required by
law. Residential customers have a low tolerance
to pests in their homes and want problems
resolved quickly and professionally. As a result,
there is a relatively low sensitivity to prevailing
economic conditions. Hygiene & Wellbeing also
has defensive characteristics. If customer
premises are open, washroom services are
typically required to be open. In addition, we’re
a truly global business, operating in 91 countries
and therefore benefiting from diversified market
exposure. We’ve also been successful
in containing and passing through input cost
inflation, for example from fuel or third-party
suppliers. There is wage cost inflation too and
we remain committed to paying our employees
fairly. We are confident in our ability to pass
through prices and we think it’s reasonable and
appropriate to do so for the many customers
who value our services. We’re not attempting
to gain an advantage, but instead cover the
increased costs we’re taking. If inflation trends
down, that will be an opportunity for price
increases to moderate.
B
Find out more on pages
30
to
33
and 
38
 to
41
Since the Terminix deal closed in
October, has there been any change
in your view of the business or the
combination with Rentokil Initial?
A
Our view of the Terminix business hasn’t
changed since acquisition, rather the sizeable
opportunity that we originally envisaged has
been confirmed. In fact, I’m delighted we’ve
been able to increase our expectations around
the benefits, with annual pre-tax net P&L cost
synergies by the end of 2025 up from at least
$150m to at least $200m plus a total of $50m
non-cash benefits by the end of 2023 from the
application of IFRS accounting adjustments. In
the first instance, we were fortunate to be able to
do extensive due diligence that furnished us with
a very deep understanding of how the
operations looked. Everything that we’d
assumed about the business, both operationally
and financially, has remained intact. It’s a
high-quality business full of passionate and
engaged employees, who have helped build a
leadership position in residential and termite
pest control. Our exhaustive integration
planning, which began soon after signing,
confirmed the strong potential of the
combination, which is both synergistic and
complementary. There is a big opportunity to
reduce the cost base of the enlarged group by
driving efficiencies and improving productivity.
We’ll enjoy the benefits of scale and higher
density in our operations that enable margin
I’m delighted to say that
there is a fabulous cultural
fit between Terminix and
Rentokil Initial. The companies
have a very similar playbook
that is focused on people,
customer service, sustainability
and shareholder value.
Q&A with Andy Ransom, Chief Executive
12
Rentokil Initial plc
Annual Report 2022
improvement. As a combined business, we
are the market leader in North America in
commercial, residential and termite pest control
with expertise in the range of services our
customers need and value. That leadership
position, further supported by our continued
investment in innovation and technology, will
provide us with the opportunity to grow at 1.5x
above market rates in the medium term.
B
Find out more on pages
34
and
35
Can you talk about some of the most
significant parts of the integration
process?
A
There is a lot of work ahead of us, from unifying
employee terms and conditions across the
United States through to harmonising IT
systems and converging the go-to-market
strategy. Branch and route consolidation, as an
example, is a critically important area. It
represents a large slice of the total synergy
opportunity, since value is generated from
servicing more customers from a single branch
location. Terminix has operated from around
375 locations across North America, while
Rentokil Initial has provided services out of
c.250 locations. We have the opportunity to
reduce the total branch count to a smaller
number with more densely routed operations.
That consolidation involves not only the
physical locations, but also the IT systems and
other office infrastructure, the brands, the
service offering, and technicians and sales
teams. We’ve been prolific in terms of the
acquisitions made and we’ve been doing more
than 10 a year in the United States for several
years. The difference here is scale, but the
principle is the same – increasing route density
to drive margin improvement. Another
important part of the integration will be brand
convergence. We’re a services business and
brand identity matters. We’re very fortunate to
have two power brands. Terminix is the leading
residential and termite brand in North America
with tremendous consumer recognition.
Rentokil is a global brand leader in commercial
pest control. Between the two companies in
North America we also have quite a large
number of regional and local brands. It’s within
our plan over the next two to three years to
converge the vast majority of the smaller
brands. Residential, termite and SME
commercial services will take the Terminix
brand, while larger commercial and national
account customers will be branded Rentokil
Initial. Outside of North America, we’ll retain
Rentokil as the main brand for pest control.
B
Find out more on pages
34
and
35
How are you mitigating the risks
to integration of the businesses?
A
Inevitably, there is risk in bringing together two
large businesses. In my view, one of the main
challenges can be cultural alignment.
I’m delighted to say that there is a fabulous
cultural fit between Terminix and Rentokil Initial.
The companies have a very similar playbook
that is focused on people, customer service,
sustainability and shareholder value. Likewise,
we’ve made excellent progress in building a joint
team that is based on the best of talents and with
a shared mission, vision and values. The second
major risk area is around execution. We’ve
given ourselves three years to integrate the
businesses, since we have a lot to achieve. Each
layer involves meticulous planning and careful
execution. Rentokil Initial has a well-earned
reputation for service quality and we’ll remain
very focused on continuing to meet the high
expectations of customers, both within North
America and across our global operations. Given
our integration preparation and the strength of
the team, I’m confident we can manage the risks
and that the combined group will be even fitter
and stronger.
B
Find out more on pages
34
and
35
How should we think about your
bolt-on M&A appetite in the next
few years?
A
Over the past 10 years, Rentokil Initial has
been very effective at driving both organic
and acquisitive growth. We’ve had a successful
M&A programme characterised by disciplined
investment and effective integration. We look
to buy businesses either in existing operational
locations that enable us to increase margin
through better density, or we invest in new
markets and mega cities. Due to the Terminix
transaction, we will be incredibly busy in North
America over the next few years as we integrate
the businesses. As a result, over that period we’ll
probably slightly reduce our M&A ambition in
that market. That doesn’t mean we won’t do any
deals over the next year or two. I’m certain that
we’ll continue to selectively acquire very high
quality assets in North America. It’s likely,
however, that we will push harder on acquisition
opportunities in other geographies and in
Hygiene & Wellbeing. So, I don’t anticipate any
reduction in overall ambition, rather a slight
change of emphasis.
B
Find out more on pages
33
and
41
What are the advantages you’ve
enjoyed around innovation and digital
and how are they likely to evolve?
A
Over the past few years there is little doubt that
Rentokil Initial has been the innovator in the
industry, with a steady release of new products
and services. These include first-of-its-kind
products like the energy-efficient Lumnia insect
light trap and our pioneering Connect suite of
solutions. The successful development and
deployment of our innovations and digital
applications strongly differentiate us in the
market. It gives us solutions to offer our
customers and is the lifeblood of future growth
for the business. An exciting prospect that will
support future opportunities is the opening of
an innovation centre in the US. This will be a
new facility for the business to support and
advance our residential and termite pest control
operations. Increasingly, our innovations have
a clear and demonstrable benefit for the planet,
not just our business. They are developed with
sustainability firmly in mind and we seek to
ensure that their environmental impact is
beneficial in relation to existing products and
services in the marketplace. Our ambition to find
more sustainable alternatives forms part of our
pathway to net zero carbon emissions by 2040.
This also includes the transition to an ultra-low
emission fleet and the reduction in our energy
emissions through the transition to renewable
electricity in all of our facilities. We’ve set
ourselves an ambitious target but, as an
organisation, we’re absolutely committed to
its achievement.
B
Find out more on pages
29
,
32
,
38
,
41
,
43
,
52
and
53
We know that your Employer of Choice
agenda is important to you. What
progress have you made this year?
A
Being an Employer of Choice is the single most
important strategic priority for Rentokil Initial.
As Chief Executive, I spend more time on making
us a better employer than any other subject. If
our c.58,600 colleagues are engaged, enabled,
well trained and safe, only good things can
happen. By investing in our people, we know
we’ll deliver a superior service and strengthen
customer retention. Our people are our biggest
source of competitive advantage. We only have
to look at the past year to see how incredibly
hardworking and loyal our colleagues are. They
delivered yet another fantastic performance and
I take the opportunity to again say a big thank
you to them. In the past year, continued progress
has been made on attracting, developing and
retaining the best people around the world from
the widest possible pool of talent. We made
extensive investment, for instance, in technical
training to enable career promotion from within.
We’ve also rolled out more than one million
digital development courses in the year to the
wider team. Our commitment to diversity and
inclusion has been renewed, ensuring we
develop abilities from all backgrounds. As we
think about our future as an enlarged business,
I believe that there is a great opportunity to
leverage the Employer of Choice agenda even
more powerfully as Terminix and Rentokil Initial
are brought together.
B
Find out more on pages
14
,
17
,
20
and
51
Andy Ransom
Chief Executive
Rentokil Initial plc
Annual Report 2022
13
Corporate Governance
Financial Statements
Other Information
Strategic Report
Reasons to Invest
We are a compelling, compounding
growth opportunity for investors
Rentokil Initial is a strong, global business with leading positions in structural growth
markets. We believe there are excellent opportunities to consolidate our positions in
existing markets, to enter new markets, and to lead the industry by investing in innovation
in products and services, alongside disciplined and accretive M&A. We see the following
as principal reasons to invest.
These generate high returns with good
opportunities for further growth. Rentokil
is the world’s leading pest control business,
which is our principal engine for growth,
and we believe our technical expertise is
unrivalled. Initial is the largest hygiene
services provider in the world, aiming to
grow market share by focusing on quality
of service, optimising management and back
office synergies with other business lines.
As a service organisation, we recognise that
the commitment and ability of our colleagues
are key to providing the highest levels of
service and a great customer experience.
So we strive to improve our Employer of
Choice credentials, acknowledging and
rewarding effort, and offering career
progression.
We are
a global
leader
in our chosen, structural
growth markets in two
major categories.
We are an
Employer
of Choice
with a unique culture
that supports sustainable
growth.
We grow
revenue
and profits
Our strong record of
growing revenue and
profits generates high
returns, strong cash flow
and a strong credit rating.
Since February 2014, we have implemented
an effective and consistent strategy – called
our
R
I
GH
T
WAY
plan – and this has delivered
performance which has exceeded our
medium-term financial targets of Revenue
Growth (at CER) of 6–9% and 4–5% Organic.
No.1
in 57 of our
90 markets
in Pest Control
1.5
m
pieces of U+ training
completed since the
platform was
upgraded
500
+
new pieces of
learning content
developed
No.1
in 26 of the
70 markets (top
three in 39 markets)
in Hygiene &
Wellbeing
B
Find out more
Pest Control business on pages
30
to
37
Hygiene & Wellbeing business on
pages 
38
 to
43
B
Find out more
Our responsible business approach and how
we measure it on pages
49
to
62
U
rentokil-initial.com/responsible-delivery
B
Find out more
KPIs link to strategy on pages
22
to
25
Financial Review on pages
138
to
143
Share price
(p)
0
200
400
600
1
00
300
500
700
Dec
2014
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
Dec
2022
14
Rentokil Initial plc
Annual Report 2022
We seize
growth
opportunities
We see further growth opportunities
through entering new markets, from
increased innovation in products and
services, and by deploying digital
applications.
B
Find out more
Global growth drivers for Pest Control
on page
31
and Hygiene & Wellbeing
on page
39
We have a
fundamental
understanding
of route density
This helps us consolidate our positions in existing
markets and improve margins, in part by focusing
on increasing the density of our routes, whether
through organic activity or by acquisition through
our Cities of the Future programme.
Cities of the Future is our focused M&A
programme in Emerging markets, where higher
growth in big cities in the region is driving
demand for pest control services. Developing a
presence in these cities gives us a stronger base
for future growth over the next 10–20 years as
we benefit from faster growth in these markets
relative to more mature locations.
B
Find out more
M&A in Pest Control on page
33
and in Hygiene & Wellbeing on page
41
c.
50
pipeline of innovation
investment projects
52
businesses acquired as part
of our bolt-on M&A
programme for an
aggregate consideration
of £259m (excluding
Terminix)
38
We added scale in 38
Cities of the Future
We reinvest in
our business
Our consistent performance allows
reinvestment in our business,
helping to drive further growth.
Our financial model creates a virtuous circle,
founded on achieving organic growth while
conducting bolt-on and strategic M&A to
increase our density, which correlates
directly to improved gross margins. This,
combined with our low-cost operating
model, brings strong profitable growth
and sustainable free cash flow. We deploy
this on our financially disciplined M&A
programme and operational investment,
and into maintaining our progressive
dividend policy.
B
Find out more
Our Business Model on pages
18
and
19
Our proven
management
team
Our experienced and proven
management team executes
our strategy at pace.
Our senior leadership are experts in their
fields, with a track record for consistent
delivery, service and innovation with a
clearly articulated strategic framework to
drive future growth opportunities at pace.
We are a people and values-based
organisation and our strong innovation
pipeline provides our service teams with
expertise, training and best tools.
B
Find out more
Executive Leadership Team on pages
74
,
76
and
77
Rentokil Initial plc
Annual Report 2022
15
Corporate Governance
Financial Statements
Other Information
Strategic Report
Our shared
A bigger,
better
business.
values and
culture.
16
Rentokil Initial plc
Annual Report 2022
Strengthening our commitment
to Employer of Choice
We have continued our investment in being a world-class Employer
of Choice, which remains the most important strategic priority for
the business globally. The bringing together of the Rentokil Initial
and Terminix businesses, with our shared values and culture, provides
us with a powerful platform to attract, train, engage, motivate and retain
colleagues. Together, we identified a new mission, vision and values
for the combined company which we have begun to embed across
the organisation. Highly engaged and motivated colleagues enable
us to deliver a superior service to our customers, improve customer
retention and maintain a key competitive advantage.
Maintaining our ability to hire and retain
great colleagues
Our global brand strength and reputation for service help us attract great
people from the widest possible pool of talent. Maintaining a focus on
retaining our colleagues is increasingly important in an environment of
high demand for skills and labour shortages. From research, we know that
training and therefore career development is particularly important to
colleagues. This was a key part of our Employer of Choice programme in
2022. In September, we held our largest ever training and development
festival for colleagues, with more than 150 sessions across the month.
More than 4,000 colleagues registered for the event and 100% of those
who attended said they would consider attending again. In 2022, in the
UK, new Level One Pest Control technicians received c.260 hours of
training, continuing through Levels Two, Three and Four as their
career develops.
B
Find out more on pages
22
,
50
and
51
150
+
training sessions at
our Festival of Learning
c.
260
hours of training for
Level One Pest Control
technicians in the UK
Our values
Service
We are passionate about
delivering excellent service
to every customer.
Relationships
We value long-lasting
relationships with our colleagues,
customers and the communities
in which we operate.
Teamwork
We are One Team – collaborating,
supporting and working together
brilliantly.
Responsibility
We all owe a duty of care
to each other, our customers,
local charities, the communities
in which we live and work,
and to the planet.
Rentokil Initial plc
Annual Report 2022
17
Corporate Governance
Financial Statements
Other Information
Strategic Report
Profit
growth
Low-cost
model
Density
Innovation
& digital
Price
Additional
services to
customers
Cash
M&A
Dividend
Shareholder
value
Impact on
society
Employer
of Choice
Health &
safety
Great service
Leading
brands
Customer
retention
Organic
Revenue
Growth
New business
Our Business Model
A proven, resilient operating model
Within our business model each ‘cog’ is related to the others and measured
consistently at Group, business, country and branch level. By focusing on
consistently executing our model, we continue to succeed, creating value for
colleagues, customers, shareholders and society. The nature of our business
model remains a key determinant of the strength and resilience of our
performance. As a global operation that benefits from highly defensive product
and service lines, the Company remains well placed to navigate macroeconomic
and geopolitical volatility.
Decentralised, single-country
management teams
Due to our decentralised geographic
approach – our businesses are grouped into
five regions, with local-market operations –
our business model provides resilience to
fluctuations in market dynamics, as well as
geopolitical and trade risks.
This simple decentralised approach features
single-country management teams operating
more than 1,800 local service teams across
the world, in 91 countries (with more than
90% of our revenues derived from outside
of the UK).
Each country team leads integrated,
multi-local and multi-service operations,
using combined back-office functions
underpinned by shared systems and
processes, such as route optimisation,
marketing and brand alignment, and
measurement of customer satisfaction.
High customer retention
and recurring revenues
We are a subscription-based business,
servicing customers from the largest
multinational pharmaceutical, industrial and
food production companies to local shops,
restaurants and homes.
More than 80% of revenues from service
customers (rather than product customers) are
protected by annual contracts. In most regions
we are able to increase prices in line with
inflation, while retaining high levels of
customer retention.
18
Rentokil Initial plc
Annual Report 2022
Colleagues
The heart of our business
Employer of Choice
We have a long-standing commitment to
being an Employer of Choice and our
market-leading practices help to sustain our
performance, and give us the ability to not
only attract and hire, but also retain, the best
people from the widest possible pool of talent.
Health and safety
Health and safety is our most important
priority – we want to ensure that everyone
goes home safe at the end of their
working day.
Throughout our decentralised business
model, health and safety is the first item
on the agenda at every management
meeting, from local business units all the
way up to the Executive Leadership Team
and Board meetings.
Customers
We are passionate about
delivering excellent service
and brands our customers
trust
Great customer service and customer
retention
We serve customers from the largest
multinational pharmaceutical, industrial and
food production companies to local shops,
restaurants and homes, and we endeavour to
fully understand all our customers’ needs for
pest control, and enhanced health and
hygiene standards.
Our vision is to be the most loved and
respected services business on the planet
(read more on page 3), delivering
consistently high standards to ensure
customer retention and sales of additional
products.
Strong brand trust and identity
As a services business, brand trust and
identity matter. We have two power brands
in Pest Control – Rentokil and Terminix – and
a recognised and trusted Initial Hygiene
brand. We continue to focus on building
unified, globally-aligned brands through our
ongoing investment in marketing, people,
service, innovation, digital and sustainability,
and to support our customers across
multiple sectors.
Growth
Organic growth drives continual
improvements in density
Organic Revenue Growth – new business
and additional products and services
Delivering high levels of customer service
and retention rates, along with continued
innovation providing new products for our
customers, allows us to build our portfolio of
customers and grow our existing customer
base organically.
Price
Our strategy with regards to managing
pricing and protecting our ongoing margins
involves carefully communicating cost
challenges to our customers, ensuring their
understanding of why the financial effects of
inflationary cost pressures should be passed
through into customer prices.
Profit & margins
Revenue growth translates
to strong profitable growth
Profit growth and our low-cost model
Our business model for profitable growth is
focused on compounding revenue, profit
and cash growth through organic growth
and M&A. This revenue growth together with
our low-cost operating model allows us to
deliver strong growth in profits for the Group.
Density
We have a fundamental understanding of
route density, which helps us to consolidate
our positions in existing markets and
improve margins, in part by focusing on
increasing the density of our routes, whether
through organic activity or by acquisition.
Capital allocation
model & returns
Consistent performance
allows reinvestment
Cash
We are a highly cash-generative business
and we work hard to maintain our balance
sheet, allowing us the flexibility to reinvest in
both innovation and M&A growth. Greater
exposure to legacy termite claims arising
from the Terminix transaction will lower our
free cash generation over the next few years
as we resolve these customer issues. We
remain focused on cash flow and working
capital management, and we work closely
with our customers and suppliers to manage
any supply chain challenges.
M&A
Acquisitions are a core part of our business
model, mainly targeting city-focused deals
to build presence and density in both
Pest Control and Hygiene & Wellbeing.
Shareholder value and dividend
We aim to generate long-term profitable
growth to help deliver value and strong
returns for our shareholders. The Group is
committed to maintaining its progressive
dividend policy with dividend payments,
twice a year, related to the level of Free Cash
Flow available, as agreed by the Board.
ESG
We are a leader in ESG within
our industry
Our impact on society
Our approach to environmental, social and
governance (ESG) standards aligns with our
core purpose – to Protect People, Enhance
Lives and Preserve our Planet.
We will have net zero carbon emissions from
our operations by the end of 2040, because
it is not only the right thing to do for society,
but it is also the right thing for our business.
We have clear plans in all regions to ensure
we meet this target, with actions already
underway, focusing on:
A
Sustainable solutions – hardware,
consumables and chemicals;
A
Sustainable operations – colleague
mobility, waste and supply chain; and
A
Sustainable workplace – our properties
and culture.
We also aim to provide charitable and
community support and make meaningful
contributions to the local economies and
communities where we operate.
B
B
B
B
B
B
Our Colleagues on pages
46
,
50
and
51
Health and safety on pages
22
and
50
Organic growth on pages
2
,
20
,
21
and 
24
 to 
28
Pricing on pages
26
to
28
and
138
to
143
2022 progress on pages
25
and
138
to
143
M&A
on pages
26
to
28
,
33
to
35
,
41
 and 
140
Dividends on page
141
ESG on pages
49
to
62
Our progress
on pages
24
to
28
and 
138
 to 
143
Our Customers on pages
23
and
24
Find out more
Find out more
Find out more
Find out more
Find out more
Find out more
Rentokil Initial plc
Annual Report 2022
19
Corporate Governance
Financial Statements
Other Information
Strategic Report
Our Strategic Priorities
We regularly assess our strengths and weaknesses and examine the
opportunities and threats to our business. In this section we give a brief
overview of our strategic priorities, areas of focus that will help us achieve
our
R
I
GH
T
WAY
plan and financial targets.
Our people are our biggest
competitive advantage and the key
to profitable growth. Our goal is to
be an Employer of Choice and to
drive ongoing improvements in
colleague retention, which in turn
leads to greater customer retention.
Key actions taken in 2022
A
Continued to develop our Employer of
Choice programme. Held our largest ever
training and development festival for
colleagues in September, with more than
150 sessions.
A
Colleague retention remained high at
82.6%, although slightly behind 2021 levels.
More than 16,000 colleagues have now
registered to use the Career+ App and
c.28,000 applications were made during the
year via the App.
A
The U+ (our online university) was upgraded
in July 2022, and since then almost 1.5m
pieces of training have been completed. In
2022, more than 500 pieces of new content
were created and added to the platform.
A
Once again we were in the top 25 for UK
apprenticeship employers in 2022.
Priorities for 2023
A
Ensure Employer of Choice is embedded
in the Rentokil Terminix business in North
America, attracting and retaining the best
talent to support our organic growth plans.
A
Maintain a high level of U+ training, helping
colleagues to develop a lasting career with
the Company.
A
Focus on effective recruitment practices
and delivering even higher levels of
colleague retention.
B
Find out more about our colleagues
and culture on pages
17
to
19
and
50
 and 
51
Employer of Choice/retention
Our challenge is to drive sustainably
higher rates of organic growth
across the business, particularly
in our key North America market.
5.6
%
38.2
%
Organic growth
in 2022
Revenue growth (at AER)
in 2022
Highlights in 2022
A
North America delivered a good
performance in 2022, growing revenues
by 37.7% (at CER) (52.0% at AER), benefiting
from 5.3% Organic growth and M&A,
including Terminix.
A
Group Pest Control revenues grew by 29.0%
(at CER) (38.2% at AER), driven by resilient
demand and effective price progression.
Group Organic growth was 5.6%.
A
Data, product and service innovations
continued to make an important contribution
this year. We increased our installation of
PestConnect units by 24% in 2022, with
290,000 units now installed across 16,000
connected customer sites. By the end of
the year, we had sold 357,000 units of our
Lumnia LED fly trap, with sales increasing
by 8% in the year.
A
We have a number of customers where our
data is now integrated into their own
systems.
A
Integration of pest control data into our
customer systems began in 2021 and grew
further in 2022, with customers now
benefiting from automatic access to our
data from their sites.
Priorities for 2023
A
Drive organic growth in North America,
harnessing the resilience of the business
model and opportunities from the
integration with Terminix.
A
Continue to deploy product and service
innovations and digital applications,
including further roll-out of PestConnect
towards our targeted goal of 25% of
commercial customers by 2026, with c.5%
of customers already using PestConnect.
A
Ongoing development of sustainable,
non-toxic and humane pest solutions.
B
Find out more on pages
30
to
37
Driving Organic Revenue Growth in Pest Control
We completed and have made
excellent early progress on
integrating the business using
a best of breed approach.
At least
$
200
m
of annual pre-tax net P&L cost
synergies by end of 2025
Key actions taken in 2022
A
Successful mobilisation phase completed
with Day One launch, with more than 11,000
Terminix colleagues.
A
Integration planning has progressed –
14 workstreams running alongside
combined business strategy, community
and operating model work.
A
Branch integration is at the heart of the
overall integration plan. Branch and route
analysis has been undertaken to create the
optimum network for customer proximity
and route density, and to accelerate
margins.
Priorities for 2023
A
Increase efficiency in SG&A and drive route
density to help achieve the increased
annual pre-tax net cost synergies of at least
$200m by end of 2025.
A
Remain sharply focused on continuing
to meet the high expectations of all our
customers as we drive the integration
process.
B
Find out more on pages
34
and
35
Managing the integration of Terminix into our North America business
20
Rentokil Initial plc
Annual Report 2022
Our challenge is to maintain a strong
pipeline of high-quality opportunities
and to integrate acquisitions quickly
and effectively.
£
259
m
Aggregate consideration for M&A assets
in 2022 (excluding Terminix)
c.£
250
m
Targeted spend on M&A in 2023
Key actions taken in 2022
A
Acquired 52 new businesses (excluding
Terminix): 46 in Pest Control (with 30 across
Growth markets and 16 in Emerging
markets), and six in Hygiene & Wellbeing,
for an aggregate consideration of £259m
(excluding Terminix), as part of our bolt-on
M&A programme.
A
Completion of the acquisition of Terminix for
a consideration of £4,110m, creating the
global leader in pest control and the leading
player in North America.
A
Acquired our first operations in Pakistan,
Argentina and Israel.
Priorities for 2023
A
Pursue high-quality pest control companies
with an increased focus outside the US in
Growth and Emerging markets, and ongoing
emphasis on building local density in key
Cities of the Future.
A
Continue to build Hygiene & Wellbeing M&A
pipeline, acquiring attractive businesses
with a focus on higher growth extension
areas (e.g. air care and surface hygiene).
B
Find out more on pages
26
to
28
,
33
 to 
35
,
41
and
140
M&A execution
Our challenge is to drive further
organic growth through product
and service innovation and digital
applications.
+
7.9
%
Sessions completed on myRentokil
Key actions taken in 2022
A
Further roll-out of PestConnect, with
290,000 units in operation across
16,000 sites.
A
New and enhanced version of myInitial
launched in c.20 countries.
A
Delivered an 8% increase in installations
of Lumnia LED Insect Light Traps, totalling
more than 357,000 units.
A
Flexi Armour Range of rodent-proofing
barrier products launched across 20
markets.
A
Field trial success of our connected cameras
– working with Vodafone and Google to
monitor premises and identify pests using
AI technology. Potential to lead to faster
control of pest problems and removal of
unnecessary visits where no activity has
taken place.
A
Rentokil Command centre live in 50+
countries, with 200 dashboard. More than
325 million messages received in 2022.
Priorities for 2023
A
Launch of myRentokil and Command Centre
across Terminix operations and customer
sites.
A
Continue to develop key sector products
with potential for non-toxic solutions.
A
Drive sales growth in Lumnia products
and further roll-out of PestConnect.
A
Further evolve digital activity, leveraging
current and new technology.
A
Continue to actively market air purification
products and services in key markets, to
drive enhanced customer take-up.
B
Find out more on pages
29
,
32
,
37
,
41
,
43
and
52
to
53
Creating value through product and service innovations and digital applications
Our challenge is to create a safe,
diverse and engaging workplace,
deliver customer service responsibly,
and support our communities and
environment effectively.
12.5
%
Reduction in our five-year emissions index
Key actions taken in 2022
A
Delivered strong levels of colleague safety,
training and retention in 2022.
A
‘Leading Safely for Managers’ training
module deployed to all managers
ahead of peak season, which typically
sees a greater risk of accidents.
A
Continued work on our plan to achieve net
zero emissions by the end of 2040: eight
work streams under way and country teams
now executing their plans.
A
12.5% reduction in our five-year emissions
index over the last 5 years, and good
progress towards our emissions target of
20% reduction by 2025 with a 9.6%
reduction in the year. Work to migrate our
fleet has continued at pace, with 397
ultra-low emissions vehicles and 1,250
hybrid vehicles in our fleet in 2022, and
renewable energy contracts introduced for
our properties around the world.
A
Continued our partnership with Cool Earth,
supporting communities in the rainforests
of Papua New Guinea, Cameroon,
Mozambique and Peru.
A
Following the start of the war in Ukraine, we
made a donation of £100,000 to UNICEF to
support families and children.
Priorities for 2023
A
Maintain high levels of safety, training and
retention.
A
Deliver environmental improvement plans
in all regions.
B
Find out more on pages
49
to
62
Managing a responsible business
Our challenge is to build our global
Hygiene & Wellbeing business into a
second powerhouse alongside Pest
Control. We expanded the Hygiene
category into a larger Hygiene &
Wellbeing business from 1 January
2022, in response to the growing
importance of hygiene globally.
9.3
%
-
1.5
%
Organic growth in
2022 (excluding
COVID disinfection)
Revenue growth
(at AER) in 2022
Highlights in 2022
A
Delivered 9.3% organic growth (excluding
COVID disinfection) (at CER) (-1.5% at AER)
with a strong performance across all our
markets.
A
Continued our focus on core service
provision and growth from product and
service initiatives, including our Rapid Smart
Hygiene range and air purification offer.
A
Acquired six new businesses in Hygiene &
Wellbeing in 2022 to build density and
achieved significant momentum in building
our global Hygiene & Wellbeing M&A
pipeline, now with c.85 attractive targets.
Priorities for 2023
A
Executing our growth strategy within four
high-growth areas: inside the washroom,
digital leadership, international expansion
and outside the washroom.
A
Drive continued expansion, both organically
and acquisitively, in Growth and Emerging
markets.
B
Find out more on pages
38
to
43
Building our Hygiene & Wellbeing business
Rentokil Initial plc
Annual Report 2022
21
Corporate Governance
Financial Statements
Other Information
Strategic Report
Key Performance Indicators
Very strong progress
Strong progress
Good progress
Further work required
Disappointing progress
LTA rate defined as number of Lost Time Accidents
per 100,000 standard working hours.
WDL rate defined as number of Working Days Lost as
a result of LTAs per 100,000 standard working hours.
Defined as total Sales and Service colleagues retained
in year as a percentage of Sales and Service average
headcount throughout the year.
Note: Colleague retention is measured on a rolling
12-month basis.
Link to strategy
A
As a service organisation, our people make
our Company what it is.
A
Our priority is ensuring everyone goes
home safe.
A
Health and safety is the first agenda item in
all senior management meetings (including
Executive Leadership Team and Board).
Link to remuneration
A
Both LTA and WDL rates are part of the
personal objectives of the Chief Executive
and have an impact on the level of annual
bonus achieved.
Commentary on performance
A
In 2022, we delivered a excellent level of
colleague safety, and we continue to set
very high standards, achieving a LTA rate
of 0.39, and delivering world-class safety
(LTA <1.0) in every region.
A
In WDL we delivered another world-class
safety performance, improving the rate to
7.9 days down from 8.7 last year, which more
than met our ambitious target for the year.
A
We continued to make progress in the
deployment of our Site Risk Assessment
app in 2022, which is now live or being
rolled out in all our markets, enhancing
compliance and pre-job safety for our
colleagues.
A
In 2022, there were regrettably three
work-related fatalities (2021: 0) with two
resulting from road traffic accidents and
one from natural causes.
B
Find out more
Our Business Model on pages
18
and
19
Link to strategy
A
By retaining our people, we also retain
and build deeper relationships with our
customers, which underpins our organic
growth.
A
Retaining more colleagues reduces costs
of recruitment as well as declines in
productivity, while new recruits are trained
and gain experience.
A
We invest in training and development
to ensure that our colleagues’ expertise
is unrivalled.
A
We recruit, appoint and promote on merit.
Link to remuneration
A
Performance Share Plan (PSP) performance
measure and is included in annual bonus
personal objectives.
Commentary on performance
A
Colleague retention (excluding Terminix)
reduced by -1.8 percentage points versus
2021 to 82.6%. H2 performance was stable,
following a relatively small decline in
retention in H1.
All regions maintained overall retention
levels above 80%, with the exception of
the Pacific region (72.9%), which is still
stabilising retention levels following the
impacts of the COVID pandemic and the
‘Great Resignation’.
Europe (including LATAM) and Asia have
continued to maintain very high overall
colleague retention rates at 90.2% and
86.1% respectively.
A
Service colleague retention (excluding
Terminix) decreased by -1.6 percentage
points versus 2021 to 80.8%, which
was driven mainly by a fall in Service
colleague retention in the Pacific region
(-7.5 percentage points) and Europe
(-4.3 percentage points). Service colleague
retention has also stabilised in H2 following
a small decline during H1.
A
Sales colleague retention (excluding
Terminix) decreased by just -0.5 percentage
points to 82.4% versus 2021, with most of
our regions maintaining retention levels
similar to those of 2021, while Asia Sales
colleague retention experienced a small
decline (-4.6 percentage points versus
the prior year).
2022
0.39
2021
2020
2019
2018
0.38
0.39
0.53
0.63
2022
7.90
2021
2020
2019
2018
8.71
8.46
10.99
14.77
2022
82.4
2021
2020
2019
2018
82.9
87.7
85.3
82.1
2022
80.8
2021
2020
2019
2018
82.4
86.9
86.1
85.1
Colleagues:
Ensuring everyone goes home safe
Colleagues:
Employer of Choice
0.39
2.6% fall on 2021
82.4
%
-0.5 percentage points
80.8
%
-1.6 percentage points
7.90
9.3% improvement on 2021
Lost Time Accident (LTA) rate
Sales colleague retention
Service colleague retention
Working Days Lost (WDL) rate
The Group monitors several key metrics to track the financial and non-financial performance of the
business. These measures were selected because we believe they provide additional useful information on
underlying trends. For 2022 metrics, we have annotated where these do not include Terminix performance
for the year. Terminix performance will be included from 2023.
Note: excluding Terminix
Note: excluding Terminix
22
Rentokil Initial plc
Annual Report 2022
Defined as total number of service visits performed
as a percentage of total number of visits due.
Measured by the implementation of an average Net
Promoter Score across all branches, including in-year
acquisitions. CVC score represents the net balance
of those customers promoting our service, compared
with those neutral or not promoting.
1. Based on both telephone and digital survey
channels.
2. Years prior to 2021 have been based on
telephone surveys only. 2020 has been
recalibrated to include both telephone and
digital survey channels (which was introduced
for the first time during the pandemic).
Link to strategy
A
We are passionate about delivering
excellent service to every customer and
keeping our promises to them.
A
Excellent service helps us retain customers
and build deeper relationships with them.
Commentary on performance
A
Group State of Service rose by 3.0
percentage points to 95.9% in 2022
(2021: 92.9%), despite being impacted
by severe labour shortages in Australia
and COVID-related absenteeism.
A
The majority of our regions reported higher
scores versus the prior year. North America
was once again our highest performing
region at 97.2% (2021: 97.2%), closely
followed by Europe (incl. LATAM) at
96.6% (2021: 96.0%), Asia at 96.0%
(2021: 91.2%) and UK & Rest of World
at 94.5% (2021: 93.9%).
A
The Pacific region was down at 92.7%
(2021: 96.0%) as result of the severe
labour shortages in Australia.
Link to strategy
A
Our business model depends on servicing
the needs of our customers in line with
internal high standards and to levels agreed
in contracts. Strong performance on CVC is
linked to retention and sale of additional
services to customers. Measuring customer
satisfaction allows us to identify unhappy
customers, reduce customer attrition and
increase revenue, profit and cash.
Link to remuneration
A
Improving CVC is one of the performance
conditions of the PSP, which covers around
850 colleagues across the Group.
Commentary on performance
A
Overall Net Promoter Score (NPS) for 2022
was 44.6 (all regions and categories), a slight
decrease of 0.5 points on the prior year.
A
Calls to our customers in 2022 asked them
to rate us on five service elements:
technician, complaint handling, customer
contact, product quality and documentation.
A
Survey response volumes were up 25%
compared to 2021 and also +34% on
pre-pandemic levels.
A
Our category analysis shows that Pest
Control is our highest rated category,
at 48.3 points (although it was down
4.7 points on the prior year), driven by lower
scores in North America, UK and Pacific.
Asia & MENAT and Europe (incl. LATAM)
both delivered improved performances
year on year.
A
Initial Hygiene scored 47.7 points this year,
an increase of 3.7 points on 2021 and
with all regions achieving increases on
the prior year, except for Pacific which
saw a slight fall.
A
Our lowest performing category was
Workwear (France), which received
a negative CVC score of -15.0 points.
However, as a result of continued
improvements, this was an 11.8 point
improvement on 2021 and is back in line
with pre-pandemic scores.
2022
95.9
2021
2020
2019
2018
92.9
89.4
97.2
97.9
2022
44.6
2021
2020
2019
2018
45.1
1
38.0
2
44.5
43.0
Customers:
Delivering outstanding customer service
Customers:
Keeping promises to customers
95.9
%
+3.0 percentage points
44.6
-0.5 points
State of Service (SoS)
Customer Voice Counts (CVC)
Note: excluding Terminix
Note: excluding Terminix
Rentokil Initial plc
Annual Report 2022
23
Corporate Governance
Financial Statements
Other Information
Strategic Report
Defined as total portfolio value of customers retained
as a percentage of opening portfolio.
Link to strategy
A
Customer retention is crucial to our
long-term success.
A
Benefits include: increased purchasing and
cross-selling; lower terminations; greater
willingness to accept price increases;
positive customer recommendations;
and a strengthened unique selling point.
Commentary on performance
A
Overall customer retention was flat year
on year at 85.4% (2021: 85.4%).
A
In North America, we saw a slight fall of
1.4 percentage points in customer retention
rates, although they remain within normal
ranges, at 82.7%.
A
In Europe, customer retention rose by
1.0 percentage points to 88.5%.
A
Customer retention for UK & RoW increased
by 1.2 percentage points to 86.6% and
customer reviews of our UK businesses on
Trustpilot.com remained at ‘world-class’
levels, with 90% 5-star reviews from more
than 17,000 customer reviews
A
Asia customer retention increased slightly
by 0.5 percentage points to 81.3%.
A
In the Pacific region, overall customer
retention fell very slightly by 0.2 percentage
points to 88.8%, although this remains
ahead of expectations.
Link to strategy
A
We aim to drive shareholder value through
driving higher revenues from our Pest
Control and Hygiene & Wellbeing
businesses, supported by M&A investment.
Link to remuneration
A
Revenue targets are one of the Company’s
performance elements of the annual bonus,
which covers the Executive Directors and
managers across the Group and they have
an impact on the level of annual bonus
achieved.
Target and key activities
Performance
6–9% Revenue growth (of which
M&A is c.2–5%) (at CER)
19.1% growth in Revenue (at CER) (25.6% at AER), benefiting from strong topline
momentum and M&A, including the Terminix transaction. Revenue growth in North
America was up 29.7% (at CER) (43.3% at AER). Organic Revenue Growth (excluding
COVID disinfection) was 6.6% (at CER). Full year revenues (at CER) from COVID
disinfection services amounted to £20m, £6m of which was generated in H2.
Future revenues from disinfection services are anticipated to be non-material.
The impact of the Terminix transaction on revenues can be seen in Note B1.
Revenue growth in Pest Control
29.0% growth in Pest Control (at CER) (38.2% at AER), +5.6% Organic (at CER),
underpinned by strong price progression and good customer retention.
Supported by further momentum
in Hygiene & Wellbeing
3.2% fall in growth in Hygiene (at CER) (-1.5% at AER) reflecting the anticipated
reduction in the COVID disinfection business, +9.3 Organic growth (excluding
COVID disinfection) (at CER), supported by resilient demand for washroom services.
France Workwear
Improved year-on-year market conditions were reflected in the stronger
contribution from our France Workwear business with Revenue up by 16.6% to
£193m (16.6% Organic) (at CER).
Continued execution of M&A
Another year of outstanding M&A in 2022, with 52 acquisitions (excluding Terminix)
completed as part of our bolt-on M&A programme – 46 Pest Control acquisitions
and six in Hygiene & Wellbeing – in 22 countries and all regions, including 13 in
North America, for an aggregate consideration of £259m (excluding Terminix).
In addition, the acquisition of Terminix Global Holdings, Inc. completed in October,
significantly increases our scale and density, and enhances our position in the US,
the world’s largest pest control market.
Sustained progress in product
innovation and capability
Our proprietary, next generation pest control innovations continue to differentiate
Rentokil and set new standards of performance in support of our customers.
Our pipeline of innovations remains strong with c.50 projects under way and
17 patent applications in progress.
Ongoing development of digital
products and applications
PestConnect continues to provide our customers with a complete remote pest
detection solution and full traceability. 2022 has seen further roll-out with c.55,000
devices installed in the year – taking the total to c290,000 units in c.16,000 sites,
a 24% increase year on year.
2022
85.4
2021
2020
2019
2018
85.4
84.5
86.2
85.8
2022
19.1
25.6
CER
AER
CER
AER
CER
AER
CER
AER
CER
AER
2020
2021
2019
2018
9.3
5.5
3.7
9.8
2.5
4.7
8.4
3.6
Key Performance Indicators
continued
Customers:
Retaining our customers
Shareholders:
Driving higher revenue
Medium-term financial target:
6–9% Revenue growth (of which M&A is c.2–5%) (at CER)
Very strong progress
Strong progress
Good progress
Further work required
Disappointing progress
85.4
%
+0.0 percentage points
+
19.1
%
+
25.6
%
Customer retention
Revenue growth
(at CER)
Revenue growth
(at AER)
Note: excluding Terminix
24
Rentokil Initial plc
Annual Report 2022
Adjusted Operating Profit is an ‘adjusted’ measure
and is presented before amortisation and impairment
of intangible assets (excluding computer software)
and one-off items.
An explanation of the reconciliation of the Adjusted
Operating Profit APM can be found in Note A1.
Target and key activities
Performance
Improvement in Adjusted
Operating Margin (at CER)
Adjusted Operating Margin of 15.4% (at CER), a 45 basis points (bps) improvement
on 2021, reflecting core business growth across all major regions and categories
despite the reduction in COVID disinfection revenues. Statutory Operating profit
fell by 8.4% (at AER) to £317m, due to one-off and adjusting items and increased
interest costs relating to the Terminix transaction.
Improvement in Adjusted
Operating Margin in Pest Control
(at CER)
Pest Control Adjusted Operating Margin remained flat at 18.6% (at CER).
Improvement in Adjusted
Operating Margin in Hygiene &
Wellbeing (at CER)
Hygiene & Wellbeing Adjusted Operating Margin of 19.8%, a 30bps decline on
2021, reflecting a lower contribution from one-time disinfection services during
the year as COVID restrictions came to an end., as expected. Future revenues
from disinfection services are anticipated to be non-material.
Progress towards 18% North
America margin target
North America Adjusted Operating Margin of 17.1%, up 40bps, despite the strong
anticipated reduction of COVID disinfection business. Rentokil North America
delivered an adjusted profit margin of more than 18% in Q4.
Above-the-line restructuring costs
maintained at or below £10m
Restructuring costs of £11m at CER (£12m at AER) were up £1m on the prior year
(at AER), consisting mainly of costs in respect of initiatives focused on our North
America transformation programme.
Free Cash Flow is measured as net cash from
operating activities, adjusted for cash flows related
to the purchase and sale of property, plant, equipment
and intangible fixed assets, and dividends received
from associates.
An explanation of the reconciliation of the Adjusted Free
Cash Flow Conversion APM can be found in Note C10.
Target and key activities
Performance
Adjusted Free Cash Flow
Conversion target c.90% (at AER)
Adjusted Free Cash Flow Conversion of 91.8% in 2022, ahead of target 90% for
a fifth consecutive year. FY 21 cash conversion benefited from a strong cleardown
of receivables as the COVID disinfection revenues unwound.
Net debt (at AER)
Cash spend on current and prior year acquisitions of £1,018m, dividend payments
of £122m, proceeds from new debt of £2,383m, cash outflow on settlement of debt
of £844m, the cash impact of one-off and adjusting items of £59m (largely due to
deal costs and costs to achieve related to the Terminix acquisition) and the cost of
issuing new shares of £16m have contributed to an underlying change in net debt
of £1,880m. Foreign exchange translation and other items of £131m is primarily due
to the strengthening of the Dollar against Sterling. Overall, this led to an increase in
net debt of £2,011m and closing net debt of £3,296m, in line with guidance.
Fully funded pension scheme
The buy-out and wind-up of the Company’s pension plan was completed in 2022.
The Trustee agreed a pre-tax partial refund of surplus of £13m paid in December
2020, with the balance of the refund of the surplus of c.£18m paid on completion
of the buy-out in Q4 2022.
S&P credit rating
In December 2021, S&P affirmed the Group’s BBB rating. We remain committed
to maintaining a BBB investment grade rating.
2022
22.7
29.4
CER
AER
CER
AER
CER
AER
CER
AER
CER
AER
2020
2021
2019
2018
20.0
15.0
5.1
11.0
4.7
5.7
10.0
5.7
2022
91.8
2021
2020
2019
2018
108.3
121.4
94.2
94.2
2022
600
2021
2020
2019
2018
563
547
463
364
Link to strategy
A
Our objective is to deliver sustainable profit
growth by growing Group revenues.
Link to remuneration
A
Profit targets are one of the Company’s
performance elements of the annual bonus,
which covers the Executive Directors and
managers across the Group and impacts
the level of annual bonus achieved.
Link to strategy
A
We are a highly cash-generative business
and, after dividend and interest payments
have been made, we reinvest our cash into
the business for future growth through
people, technology and M&A.
Link to remuneration
A
Free Cash Flow is a gateway target for the
annual bonus, which covers the Executive
Directors and managers across the Group.
Failure to meet this target results in no
bonus being payable regardless of how
well the Company performs against revenue
and profit targets.
Shareholders:
Achieving greater profitability
Shareholders:
Delivering sustainable Free Cash Flow
Medium-term financial target: Adjusted
Operating Profit growth of 10%+ (at CER)
Medium-term financial target: Adjusted
Free Cash Flow Conversion of c.90% (at AER)
+
22.7
%
+
29.4
%
91.8
%
5.9
%
Adjusted Operating
Profit growth (at CER)
Adjusted Operating
Profit growth (at AER)
Adjusted Free Cash Flow Conversion (at AER)
Free Cash Flow growth (at AER)
B
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Our environmental performance on page
60
Cash from Operating Activities
£
600
m
Rentokil Initial plc
Annual Report 2022
25
Corporate Governance
Financial Statements
Other Information
Strategic Report
Regional performance
Due to the international nature of the Group,
foreign exchange movements can have a
significant impact on regional performance.
Unless otherwise stated, percentage
movements in Revenue and Adjusted
Operating Profit are presented at constant
exchange rates. Closest comparable Statutory
measures are given for all performance
metrics in the tables to the left.
North America
In North America, Organic Revenue grew
5.7%, with Terminix’s annualised run rate from
date of acquisition completion similar to
Rentokil North America’s full-year growth rate.
Revenue was up 29.7%, benefiting from the
Terminix acquisition. Organic Revenue in the
Pest Control category grew by 5.3% for the
year and by 5.6% in Q4. The full-year organic
performance reflected an increasing
contribution from price rises to offset
increased input costs. This was supported by
the distribution business, which delivered
good growth overall. There was a modest
headwind in the year from intermittent,
extreme weather events. As previously stated
at our interim results, we lapped strong COVID
disinfection revenues of £63m from 2021.
These considerably reduced in the year
to just £2m, as COVID-related market
conditions faded.
Adjusted Operating Profit growth of 32.7%
reflects the combined impact from higher
revenues and the Terminix acquisition. Strong
price realisation across all channels has
successfully offset expected inflationary
pressures. We continue to monitor fuel, labour
and direct cost inflation to adjust our pricing
strategy on a regular basis. Adjusted
Operating Margins in North America were up
40bps year on year to 17.1%, despite the strong
anticipated reduction of COVID disinfection
business. We estimate that Rentokil North
America delivered a full year Adjusted
Operating Margin above 17.0%. This includes
a Q4 margin above 18.0%, meeting the target
to deliver an 18% margin by the end of the
year. Despite labour market pressures,
Rentokil North America colleague retention
increased to 80.9% (FY 21: 80.7%). The Group
continued to make investments in being an
Employer of Choice. We are seeing ongoing
success with our virtual recruiting events, with
time-to-fill rates decreasing by 8% over the
year and applicants per vacancy also slightly
improved. Despite price increases, customer
retention at Rentokil North America reduced
only slightly to 82.7% (FY 21: 84.1%).
Our Business Review
Driving growth across our global businesses
Performance by region
2022
CER
£m
CER
Growth
Organic
Growth excl.
Disinfection
Organic
Growth incl.
Disinfection
2022
AER
£m
AER
Growth
North America
Revenue
1,675
29.7%
5.7%
3.2%
1,849
43.3%
Disinfection
2
-96.8%
2
-97.4%
Adjusted Operating Profit
286
32.7%
315
46.6%
Adjusted Operating Margin
17.1%
0.4%
17.1%
0.4%
Operating Profit
161
-2.3%
178
7.9%
Europe (incl. LATAM)
Revenue
942
13.2%
9.1%
6.3%
941
13.1%
Disinfection
8
-73.3%
8
-71.4%
Adjusted Operating Profit
187
14.8%
187
14.5%
Adjusted Operating Margin
19.9%
0.3%
19.9%
0.3%
Operating Profit
154
6.1%
156
7.8%
UK & Sub-Saharan Africa
Revenue
370
2.9%
4.7%
2.9%
370
3.0%
Disinfection
0 -100.0%
0
-98.8%
Adjusted Operating Profit
96
1.7%
96
1.8%
Adjusted Operating Margin
26.0%
-0.4%
26.0%
-0.4%
Operating Profit
91
6.4%
91
6.4%
Asia & MENAT
Revenue
308
13.4%
11.0%
6.8%
321
18.3%
Disinfection
10
-41.2%
10
-38.9%
Adjusted Operating Profit
43
17.5%
45
24.3%
Adjusted Operating Margin
13.9%
0.5%
14.1%
0.7%
Operating Profit
17
-41.5%
24
-16.0%
Pacific
Revenue
221
12.8%
7.9%
7.5%
227
15.2%
Disinfection
0 -100.0%
0
-98.6%
Adjusted Operating Profit
46
19.7%
48
21.9%
Adjusted Operating Margin
20.9%
1.2%
20.8%
1.1%
Operating Profit
39
13.0%
39
15.0%
B
Find out more
Financial Review on pages
138
to
143
Segmental reporting
Rentokil Initial operates regionally and reports
performance across our five global regions:
North America, Europe (including LATAM),
UK & Sub-Saharan Africa (including Ireland &
Baltics), Asia & MENAT and Pacific. Our
products and services are segmented into
three business categories: Pest Control,
Hygiene & Wellbeing and France Workwear.
Across our businesses and country operations
we deploy our centrally designed innovation
and technology products, services and
solution to drive profitable, sustainable
growth.
26
Rentokil Initial plc
Annual Report 2022
Asia & MENAT
Asia delivered a strong 2022 performance.
Revenue rose by 13.4%, of which 11.0% was
Organic. Pricing was complemented with volume
growth, which benefited from post-COVID
market reopening. Recovery was led by two of
the region’s largest markets, Indonesia and
Malaysia, while China and Hong Kong continued
to experience COVID disruption. As expected,
disinfection sales unwound markedly.
Adjusted Operating Profit in Asia increased
17.5% to £43m and Adjusted Operating Margin
was up 50bps to 13.9%. Customer retention
was 81.3% (FY 21: 80.8%). Regional operations
have benefited from a stable, high colleague
retention rate of 86.1% (FY 21: 89.0%),
while the average time to fill vacancies has
remained stable year on year. Asia acquired
12 businesses in the year with annualised
revenues in the year prior to purchase of £13m.
13
businesses acquired in North America
(excluding Terminix)
18
M&A continued strongly in Europe and Latin
America with 18 acquisitions in the year
52
acquisitions completed in 22 countries
and all regions, for an aggregate
consideration of £259m (excluding Terminix)
12
businesses acquired
in Asia & MENAT
8
business acquisitions in Pacific
Notwithstanding the considerable focus
required to complete the Terminix transaction,
our North American bolt-on M&A programme
continued apace, with the purchase of 13
businesses with combined annualised
revenues of around £38m in the year prior to
purchase. As we integrate Terminix, we will
continue to selectively pursue high quality
M&A assets in the North America region.
Europe (incl. LATAM)
The region has enjoyed stronger performance
in 2022, with momentum in the first half of the
year carried into the second half of the year.
This has resulted in higher revenue and
profitability, driven by both effective price
increases and resilience in overall demand.
Revenue grew by 13.2% in the year to £942m
(9.1% Organic). Revenue growth in Pest Control
was 21.5%, with a strong contribution from
larger markets like Benelux and France.
Hygiene & Wellbeing grew Revenue by 2.4%
in the period. There has been stabilisation
of relationships across customer sectors
post-COVID, with the business back to
providing full contractual service terms in the
majority of its markets. Ambius, particularly in
northern Europe, benefited from good sales of
green products. This was partly offset by some
disruption to the hospitality market affecting
Specialist Hygiene and in our dental recycling
business where the lag from reduced dental
visits during COVID impacted collection
volumes. France Workwear Revenue was up
16.6%. Improving market conditions were
reflected in its stronger contribution business,
which overall is back to pre-COVID levels and
supported by robust pricing.
Adjusted Operating Profit in the region grew
by 14.8% to £187m. Adjusted Operating
Margins increased by 30bps to 19.9%. While
there have been rising inflationary pressures
throughout the period, we have been
successful at protecting margins with
pass-through pricing. Customer retention has
nevertheless remained strong at 88.5% (FY 21:
87.5%.) While labour markets throughout the
region remain tight, colleague retention rates
remained very high across the region at 90.2%
(FY 21: 93.4%), with both service and sales
colleagues trending well. The business has
had continued good results on senior hiring
and a renewed emphasis on regional
recruitment.
M&A continued strongly in Europe and Latin
America. 18 business acquisitions were
completed in total with annualised revenues
of £62m in the year prior to purchase.
UK & Sub-Saharan Africa
The region delivered a resilient trading
performance against strong comparators in
the prior year, which had provided strong
growth opportunities in both the medical
waste and disinfection business streams.
As anticipated, revenue in these lines of
business was significantly lower with the
universal lifting of restrictions. Revenue for
the region increased by 2.9% (4.7% Organic).
Good revenue growth was delivered in both
the Pest Control business and core Hygiene &
Wellbeing operations. Pest Control grew by
6.2%, while Hygiene & Wellbeing decreased
by 0.2% owing to the anticipated reduction
in COVID disinfection services. This was
accompanied by an improved performance
year on year in our Ambius business, which
benefited from a comparatively supportive
operating environment in the hospitality,
office and travel sectors. There was a modest
headwind on the UK Property Care business
from domestic property services, where
growth slowed in line with the housing market.
Regional Adjusted Operating Profit increased
by 1.7% to £96m. The rate of improvement was
dampened by £4m lower bad debt and credit
note provision releases than in the previous
year (FY 21: £14m). Adjusted Operating
Margins reduced by 40bps to 26.0%. Regional
cash performance has been good in the year,
with debtor days ahead of pre-COVID levels.
Inflationary pressures have been significant
but the region’s long-established pricing and
margin management systems, process and
controls have delivered a price performance
that mitigates these cost increases. These
price increases have been delivered alongside
an improved customer retention rate, up over
1 percentage point to 86.6% (FY 21: 85.4%).
The UK labour market has faced marked
labour shortages, yet owing to the sustained
investment in our people, colleague retention
continued to markedly strengthen in the
second half of last year to 81.9% for the full
year (FY 21: 80.7%). The region acquired one
business in the year with annualised revenues
in the year prior to purchase of £2m.
Pacific
The Pacific region was also a strong performer,
seeing increased demand for services as it
benefited from reopened markets, international
travel and a return to offices. Revenue grew by
12.8% to £221m (7.9% Organic growth),
underpinned by contractual activity. The
customer retention rate remained in the high
80s at 88.8% (FY 21: 89.0%). Pest Control
delivered 12.9% Revenue growth, with notable
strength in commercial services. Robust sales
and customer retention also buoyed Hygiene &
Wellbeing, where Revenue growth was 12.7%.
The region saw good demand for Ambius
services and new air hygiene solutions.
Adjusted Operating Profit in the Pacific grew
by 19.7% to £46m and Adjusted Operating
Margins rose by 120bps to 20.9%, as cost
inflation continued to be mitigated. Colleague
retention in the region was 72.9% (FY 21:
79.6%), reflecting tight labour markets, though
this has started to alleviate. The region
acquired eight businesses, comprised of
seven in Pest Control (five in Australia, two in
New Zealand) and one in Hygiene & Wellbeing
(Australia). These acquisitions had total
annualised revenues in the year prior to
purchase of £11m.
Rentokil Initial plc
Annual Report 2022
27
Corporate Governance
Financial Statements
Other Information
Strategic Report
Category performance review
Closest comparable Statutory measures are
given for all performance metrics in the tables
to the above.
Pest Control
Our Pest Control business, now including
Terminix, is the largest operator in both the
US, the world’s biggest pest control market,
and the world. Rentokil Initial is a leading
global player in a resilient and non-cyclical
industry characterised by strong long-term
structural growth drivers. We operate in 97 of
the world’s 100 leading cities by GDP. We have
strengthened our position through increased
organic growth and by establishing stronger
market positions, through the introduction of
innovative products and services, acquisitions
to build scale and density, and our
determination to be an Employer of Choice
across our global operations.
Our Pest Control business overall delivered
good growth in the year, underpinned by
the critical nature of its services. Revenue
was up by 29.0% (5.6% Organic) to £2,516m.
Performance has been supported by both
pricing and volumes, led by the Commercial
Pest Control business, which has a high
proportion of contractual activity and has
benefited overall from continued good
customer retention rates. Adjusted Operating
Profit was up by 28.7% to £467m.
For FY 22, Pest Control represented 71% of
Group Revenue and 71% of Group Adjusted
Operating Profit (excluding central and
restructuring costs).
M&A has continued to be strong this year, and
we have acquired 46 pest control businesses
in the period, excluding Terminix, with
annualised revenues in the year prior to
acquisition of £121m.
Hygiene & Wellbeing
Rentokil Initial offers a wide range of hygiene
and wellbeing services. Inside the washroom
we provide hand hygiene (soaps and driers),
air care, in-cubicle (feminine hygiene units),
no-touch products and digital hygiene
services. In addition to core washroom
hygiene, we deliver specialist hygiene
services such as clinical waste management.
We’re also improving the customer experience
through premium scenting, plants, air quality
monitoring and green walls. Customer sectors
range from public sector (schools, government
buildings) and facilities management through
to hotels, bars and restaurants, industrials and
retail.
Hygiene & Wellbeing Revenue decreased
by 3.2% to £807m, reflecting the anticipated
reduction in COVID disinfection business.
A year on year ramp-up in activity across
service sectors such as offices, shops, schools
and hospitality supported performance.
Our Business Review
continued
Organic Revenue growth was 9.3%. In 2022,
COVID disinfection services generated £20m
of revenues (FY 21: £117m). As expected, as
conditions post-COVID normalised, there has
been a large reduction in customers’ need for
these one-time services. We see the main
opportunities for future growth in our Hygiene
& Wellbeing category as being core
washrooms, premises hygiene, including
air care, and enhanced environments. Organic
Revenue growth in core washrooms was
10.4%, while Organic Revenue growth in
premises and enhanced environments was
8.8%. Category growth was accompanied by
an increase in customer satisfaction with Net
Promoter Score in Hygiene & Wellbeing up 3.7
points year on year and ahead of pre-COVID
levels.
We have acquired six hygiene businesses this
year with annualised revenues of c.£5m in the
year prior to purchase.
France Workwear
Improved market conditions supported the
strong contribution from our France Workwear
business where Revenue, all of which was
organic, rose by 16.6% to £193m. Continued
investment in plant and machinery along with
the opening of a new depot in the Lyon area
supported a strong rebound in volumes.
Inflation was fully covered with successful
price increases, alongside strong customer
retention rates in line with pre-COVID levels.
2022
CER
£m
CER
Growth
Organic
Growth excl.
Disinfection
Organic
Growth incl.
Disinfection
2022
AER
£m
AER
Growth
Pest Control
Revenue
2,516
29.0%
5.6%
5.6%
2,695
38.2%
Disinfection
Adjusted Operating Profit
467
28.7%
498
37.1%
Adjusted Operating Margin
18.6%
0.0%
18.5%
-0.1%
Operating Profit
288
0.8%
313
9.8%
Hygiene & Wellbeing
Revenue
807
-3.2%
9.3%
-4.0%
821
-1.5%
Disinfection
20
-82.9%
21
-82.4%
Adjusted Operating Profit
160
-4.9%
162
-3.2%
Adjusted Operating Margin
19.8%
-0.3%
19.8%
-0.3%
Operating Profit
154
-2.1%
157
-0.3%
France Workwear
Revenue
193
16.6%
16.6%
16.6%
192
15.6%
Disinfection
Adjusted Operating Profit
31
81.6%
31
80.1%
Adjusted Operating Margin
16.0%
5.7%
16.0%
5.7%
Operating Profit
30
82.7%
30
81.1%
Performance by category
B
Find out more
Financial Review on pages
138
to
143
28
Rentokil Initial plc
Annual Report 2022
Cutting edge
connected cameras
Through our ongoing field trials in the UK and our recent acquisition
of Eitan Amichai in Israel, we are developing the use of digital
cameras and AI for the automatic identification of pests, providing
an early warning system for faster and more effective prevention
and control.
A
Working with Vodafone we have conducted field trials using small
digital cameras and AI technologies. Twelve technicians and field
biologists in the UK are currently trialling the technology using 40
cameras, with 28,000 images of rodents having been taken to
support machine learning and so identify and recognise pests.
A
Eitan Amichai is an advanced user of digital cameras and AI with
more than 11,000 remote monitoring devices and c.1,500 cameras
installed in c.170 companies and over 1,250 sites. The company
has taken this technology into the area of insect control and can
now identify seven types of insects remotely.
Innovation and technology
The Company’s investment in innovation and
technology continues to drive profitable
growth in the business. It strengthens our
brand and cements our leadership position,
enabling us to provide enhanced service to
customers and target key growth sectors,
while lowering our operating costs and
improving our sustainability credentials.
In the pest control industry,
technology-enabled innovations have been
especially important in helping to differentiate
us from our industry competitors. To the
backdrop of an investment pipeline of more
than 50 projects across major pest sectors
and 17 patent applications during 2022, we’ve
seen development on a number of key
initiatives:
A
Our Pest Control self-service portal is now
operational in 50 countries, supporting 1.2m
customer sites. The 24/7 customer portal
enables scheduling of service visits, online
payment of bills and viewing of documents.
A
There has been further roll-out of
PestConnect, which provides a real-time,
early warning digital system for monitoring
and controlling rodents. We now have
290,000 units in operation (up 30,000
in the six months to Dec. 2022) across
16,000 sites.
A
Lumnia, our award-winning range of LED
insect light traps, is now available in over 60
countries. Partnering with Vodafone and
Google, we have been developing a partner
app for Lumnia, to improve the accuracy and
efficiency of counting and identifying trends
using machine learning.
A
We introduced our latest intelligent bird
scare device. The device recognises
different bird species and identifies the best
scare tool from a broad range to deter each
of them.
A
We started the global delivery across 20
markets of our expanded Flexi Armour
Rodent Proofing Range, which applies
impenetrable barriers to reduce the risk of
rodent infestations to premises, while
lessening the need to use rodenticides.
A
Working with Vodafone and Google, we’ve
conducted effective field trials of our
connected cameras, which monitors
premises and identifies pests with the use of
AI technology. 40 individual cameras were
trialled on customer sites in the UK during
2022, with 28,000 photos taken,
transmitted over Vodafone’s network and
processed on our platform. The technology
supports faster control of pest problems and
the reduction of unnecessary visits.
In the Hygiene & Wellbeing category, we have
continued with product initiatives for both the
core washroom and premises hygiene, as well
as how we connect with the customer:
A
A new and enhanced version of our myInitial
customer portal was launched in 2022 and
rolled out to c.20 countries. Total registered
users have now reached more than
100,000.
A
We started the global roll-out of Luna Dry
and Luna Mini Dry products, following the
H1 launch in Europe. These feature the latest
brushless motor technology, a hygienic
HEPA 13 filter and long-life performance.
A
We continued to invest in our high-quality
dispenser ranges to add differentiation and
build upsell, significantly increasing usage
of our Signature suite of units.
A
The Group sustained its focus on the
high-growth air care market, already with a
product range that features air purification,
air sterilisation and air scenting products.
A
We added a new air filtration product,
Aeramax Pro 3, which was introduced in
Europe. This is a wall-mounted or
floor-standing HEPA and carbon filter air
purifier with allergy-friendly accreditation.
A
We are extending the clean air and
wellbeing portfolio into air quality
monitoring with data analysis and actionable
insights. Pilots have taken place in Asia and
Europe to assess and benchmark the quality
of air in customer premises and partnership
opportunities with third-party solutions were
developed.
Rentokil Initial plc
Annual Report 2022
29
Corporate Governance
Financial Statements
Other Information
Strategic Report
Pest Control
We are the world’s leading pest
control company and the leading
operator in North America. We
occupy an unrivalled global position
in a resilient and non-cyclical
industry characterised by strong
long-term structural growth drivers.
Our Pest Control business, now including
Terminix, is a route-based business where
profit growth is driven by a fundamental
understanding of the importance of density.
We have strengthened our position as global
leaders in pest control through increased
organic growth and by establishing stronger
market positions, through the introduction
of innovative products and services,
acquisitions to build scale and density,
and our determination to be an Employer
of Choice across our global operations.
What we do
At Rentokil, our pest control specialists
protect people, enhance lives and preserve
the planet by providing pest control solutions
across commercial and residential sectors
through the use of connected, digitally
enabled, energy-efficient and sustainable pest
control services. Using both preventative and
responsive strategies we enhance protection
for our customers through holistic, integrated
connected pest management programmes.
2022
2,516
2021
2020
2019
2018
1,952
1,646
1,641
1,487
Revenue (at CER)
Revenue (at AER)
2022
467
2021
2020
2019
2018
364
270
288
259
Adjusted Operating Profit (at CER)
Operating Profit (at AER)
£
467
m +28.7%
£
313
m +9.8%
2022
18.6
2021
2020
2019
2018
18.6
16.3
17.6
17.4
Adjusted Operating Margin (at CER)
18.6
% +0bps
£
2,516
m +29.0%
£
2,695
m +38.2%
2022 summary performance
A
No. 1 in 57 of our 90 markets
A
Revenue growth +29.0% (at CER)
(+38.2% at AER)
A
Organic Revenue Growth +5.6%
A
Adjusted Operating Profit +28.7%
A
Adjusted Operating Margin 18.6%
A
Operating Profit (at AER) +9.8%
A
£242m spent on 46 acquisitions, £121m
Revenues (excluding Terminix)
A
Seven-year Revenue CAGR of 15.8%
Our leadership credentials
A
Powerful pest control brands – leading
commercial brand in the world, largest
US residential and termite brand
A
Strong Employer of Choice programme –
with outstanding technical training, building
expertise and careers
A
Leaders in commercial, residential and
termites sectors
A
Leaders in digital – connected devices,
data, AI, customer portal and apps
A
Unmatched capabilities in innovation –
Science & Innovation Centres with strong
pipeline of tools and expertise
A
Disciplined M&A – 299 Pest Control
acquisitions since 2014
30
Rentokil Initial plc
Annual Report 2022
Growing population
Pest control is a largely non-discretionary
and essential service protecting public
health, and demand for the service is driven
by macro drivers including: urbanisation and
population growth, rising middle classes,
climate change, and food safety regulation,
as well as increasing business and consumer
intolerance to pest issues.
Our leadership in innovation and digital
continues to ensure that we differentiate our
brands and support our customers’ needs in
the changing social, economic and regulatory
environment.
Climate change
Rise of pests
Vector-borne diseases
Low residential penetration
Increasing business pressure
Pest control market
Market size and characteristics
The global pest control market is a strong,
growing and attractive, non-cyclical market.
It is highly fragmented with strong growth
drivers fuelling medium-term growth across
all regions.
A
Pest control global market worth c.$23.7bn
per annum and is expected to continue to
grow at c.5-6% annually to reach c.$31.4bn
by 2027.
A
US accounts for c.44% (c.$10.5bn) of the
market, maintaining a CAGR of c.5% to
2027, driven by strong residential and
termite markets and its role as an essential
service supporting ‘licence to operate’
businesses.
A
Rest of the World has a CAGR of c.6% to
2027, driven by higher growth in Emerging
Markets and Cities of the Future.
The global market is highly fragmented, with
approximately c.75,000 companies globally,
of which c.18,000 operate in the US, where
Rentokil Terminix is the largest provider.
Over 30,000 companies operate in Asia.
Competition
Rentokil competes in the highly fragmented
termites, residential and commercial pest
management markets. Key international
competitors of Rentokil include Orkin, Ecolab
and Anticimex.
Over the past 12 months there has been
further M&A activity across the sector. Major
players and increasingly Private Equity are
targeting acquisitions in Growth and
Emerging Markets.
In addition, new technology solutions and
increased digital marketing are driving
inbound leads for national and smaller
independent operators.
Our customers
We operate across distinct customer
segments and a broad range of industries.
A
Commercial
is the largest segment,
accounting for c.50% of the Global pest
control market.
A
Residential
representing c.33%, of the
Global market, and the largest segment of
the US market, accounting for 46% of all
revenues.
A
Termites
accounts for c.17% of the Global
market and 55% of the global termites
market is in the US alone, where Rentokil
Terminix is the largest supplier.
A
Key sectors include food and beverage
processing, hospitality, FM, offices and
administrative, and logistics and
warehousing.
A
Our residential and termites customers
contract on a per visit/incident basis, with
most regions able to increase prices in line
with inflation.
Customers increasingly are making
purchasing decisions based on brand trust,
differentiated expert service delivery
(including innovation), and an increasing
desire for digital customer engagement
solutions. These are all areas in which
Rentokil will continue to focus and invest.
Strong growth over the medium term
The essential role of pest control in business
and society alongside the compelling growth
drivers gives us increased belief in our
resilient and powerful platform for growth,
with every market in every region increasing
its per capita spend on pest control products
and services, giving us confidence in our
Organic growth target for our Pest Control
category of 4.5–6.5% per annum over the
medium term.
Global and
US market
growth drivers
More than 3.9bn people in over 128
countries are at risk of contracting dengue
fever, with 96m cases estimated per year.
Yellow fever mosquito now found in 23 US
states. West Nile, dengue & chikungunya
viruses now present in US.
Less than 15% of homes in the US have
professional pest care.
22% of facilities across the global food chain
have some record of pest activity at any
given time which carries significant
reputational risk.
80% of US hotels and motels reported some
presence of bed bugs in the past year with
massive impact from social media.
The global population is growing by 80m
people each year and is forecast to reach
9.1bn by 2050, creating further demand from
pest proximity. US population is projected to
rise from 325m to 416m by 2060.
By 2050, climate change is expected to
cause approximately 250,000 deaths each
year from malnutrition, malaria and other
diseases.
2021-2050 annual US average temperatures
expected to rise creating increased pest
threats.
Global rat population set to increase to 7bn
and increasing demand for non-toxic
solutions. Over 50 termite species in US –
c.$2bn p.a. in subterranean damage caused.
Increasing pest intolerance
Standards increasing
US Food Safety Modernization Act – most
significant legislation in over 70 years –
focuses on the prevention of disease
outbreaks. Increased regulatory pressures
are increasing the role for innovation.
Pest infestations cost global businesses
c.£5.8bn each year. 29% of Americans have
experienced a rodent pest issue at some
point; 35% in the Northeast.
Changing customer behaviour
Working from home has increased
awareness and focus on the home
environment. In the US there is continued
migration to warmer, humid southern states
with higher pest pressure.
Rentokil Initial plc
Annual Report 2022
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Financial Statements
Other Information
Strategic Report
Our Pest Control strategy: key strategic themes
Pest Control is our core business
line and our main engine for growth.
Our growth strategy has been
accelerated by the acquisition
of Terminix, but the medium-term
focus and strategic themes remain
unchanged.
Global leadership
driving growth
Driving growth in Growth and Emerging
Markets
1
organically and through M&A.
We will seek to accelerate business growth
by building on our global leadership, through
further expansion, particularly in North
America and Emerging markets, both
organically and through M&A. In North
America, Rentokil Initial will leverage its scale
and build market share through a balanced
programme combining organic initiatives
(such as new product growth areas, national
accounts, innovation, digital marketing,
Employer of Choice and the best of breed
transformation programme) and targeted M&A
to build density and increase its expertise in
new pest sectors such as vector control and
lake management.
Differentiation
through our
innovation pipeline
An increasing focus on non-toxic pest control
solutions.
Our culture of constant innovation drives
our success, with science at the heart of
our approach by our experts in our global
innovation centre, driven by our goal to
maintain our position as the best pest control
company in the world. We have invested
c.£20m across the world in Pest Control
R&D with 3,000 colleagues supporting our
innovation pipeline, and with more than
50 partners working with us to deliver
best-quality solutions at pace.
Harness the digital
opportunity
Using our digital expertise, including web,
apps, portals and services to lead digital
pest control.
Digital innovation in pest control is necessary
to meet the needs of an evolving world.
Smart technology is becoming a norm and
customers are demanding more remote
monitoring solutions and increased
transparency of data.
Rentokil has developed the world’s leading
technology ‘ecosystem’ for pest control,
providing an unmatched level of 24/7
monitoring, reporting and insight for
commercial customers who face the risk of
increased fines and censure without effective
pest management and reporting. We have
also begun to integrate our data automatically
into customers’ own internal reporting
platforms. We believe we have a robust,
scalable and secure global infrastructure
in place to meet the evolving digital needs
of our customers.
Pest Control
continued
1. Emerging Markets of Asia, Latin America,
MENAT and Central America are fast-growing
markets linked to economic and social
development. Our Growth Markets include
North America, the UK and Ireland, Pacific,
Germany, Benelux and the Caribbean.
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Annual Report 2022
Driving innovation through centres of excellence
Our new Technology Centre in the UK
provides a dedicated home for the testing
and validation of new products. The facility
includes environmental testing, functional
testing and being able to carry out
thousands of repetitive tasks to ensure
validation of sales and marketing claims.
An exciting prospect that will support future
opportunities is the opening of a new
Innovation Centre in the US in 2023.
This facility will enable the business to
support and advance our residential and
termite pest control operations in North
America. Increasingly, our innovations have
a clear and demonstrable benefit for the
planet, not just our business, in line with
our mission to protect people, enhance
lives and preserve the planet.
Rentokil Initial is focused on building scale in
the Cities of the Future – those urban areas
that are expected to grow at materially higher
rates – and during the year we added scale in
38 of these cities, including Delhi, Lahore,
Islamabad, and Santiago.
Building on
brand strength
Continuing to be recognised as the world’s
leading brand in pest control.
Rentokil is the leading pest control brand in
the world and the leading commercial brand
in North America. Terminix is the most
recognised brand for termite and residential
pest management in the US. Together we are
recognised as the world’s leading expert
provider of pest control – leading in
innovation, digital and sustainability.
We continue to focus on building the brand
through ongoing investments in people,
service, innovation, digital capabilities and
sustainability. We are driving our brand
alignment efforts for a unified, consistent
global presence to build trust and credibility,
and effectively track and measure its brand
equity. This is accomplished through central
deployment of global campaigns with
supporting toolkits for local activation through
a wide range of communication channels,
including online, social media, global and
national sales, third-party events and
webinars.
Building scale
and density
Continued M&A strategy to expand the city
footprint and density.
Acquisitions are a core part of our Pest Control
growth strategy targeting acquisitions in key
markets to build scale and density, increase
our competitive positioning and improve
our ability to service customers, targeting
acquisitions in new countries and in
megacities and large cities where we have
identified strong growth potential.
We have the in-house capability to identify,
evaluate and execute acquisitions at pace and
have built a long track record of successful
delivery. Our model for value-creating M&A is
structured around the disciplined evaluation of
targets, execution of detailed integration
programmes and careful stewardship of new
businesses under its ownership. Our M&A
programme extends around the world, as it
actively seeks to build local density in the
cities within which we operate, as well as
targeting major Cities of the Future that will
increase growth in the future.
Rentokil Initial plc
Annual Report 2022
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Corporate Governance
Financial Statements
Other Information
Strategic Report
Bringing together Rentokil and Terminix in North America
In October 2022 we completed the acquisition
of Terminix, the largest pest control brand in
the US, performing c.50,000 customer visits
each day from c.375 locations across 47
states. Terminix is the leading provider in the
residential and termite sectors in the US, a
market worth an estimated $10.5bn and
expected to grow to c.$13.4bn by 2027, a
CAGR of c.5%. It serves 2.9 million customers,
with more than 80% of their services revenues
recurring.
The acquisition brings together two highly
complementary and synergistic portfolios
creating the largest pest control operator in
the US, the world’s largest pest control market,
and a clear global leader in pest control.
The combination adds between 75%-80% to
the size of Rentokil Initial’s Pest Control
business in revenue, and is expected to be
highly cash generative. The enlarged business
will have a strong platform for growth,
particularly in North America, and an attractive
financial profile to support future growth,
including through acquisitions and continued
investment in innovation and technology.
Bringing together
best of breed leadership
There is a strong cultural fit between Terminix
and Rentokil Initial – the businesses have a
very similar playbook that is appropriately
focused on people, customer service,
sustainability and shareholder value –
enabling effective collaboration and
knowledge sharing.
An important part of this cultural alignment will
be achieved through the best of breed mix we
have adopted for the joint leadership team and
throughout the organisation. The Company
was delighted to announce ahead of closing
that Brett Ponton, CEO of Terminix, was
appointed CEO of the North America region
and that, in addition, John Myers, Managing
Director, North America, was CEO of the US
Pest Control business, reporting to Brett.
Leaders from both companies have been
appointed to roles within Rentokil Terminix
North America, reporting to Brett and John.
Field operations
With over 600 branches combined across
Rentokil and Terminix, branch integration and
the opportunity for accelerating route density,
is at the heart of overall integration, with a
three-year plan to create an optimal network
c.400 branches. We aim to create a
back-office field support function of the future
through process integration and efficiency
improvements – taking best practice and
capabilities from both organisations.
Excellent integration progress
We have a long and successful track record of
integrating acquisitions at scale. Preparatory
integration planning commenced early in
2022, led by an integration leadership team
comprising members of senior management of
both Rentokil Initial and Terminix, and since
completion in October we have mobilised a
full integration team across both organisations.
Our integration planning has confirmed the
strong potential of the combination, which is
both synergistic and complementary. The
combined group will enjoy the benefits of
scale as well as higher density in our
operations that will enable margin
acceleration.
Excellent early progress has been made on
delivering the integration plan to ensure use of
the most effective systems, processes and
technology from each organisation. Likewise,
we have made strong progress in building a
joint team that is based on the best of talents
and with a shared mission, vision and values.
Workstream planning
Seven key workstreams are at the heart of the
integration plan: field operations; back-office
field support; procurement and fleet;
marketing and innovation; sales; human
resources; and finances. Each of these are
underpinned by investments in IT and HR
capabilities. These workstreams are critical to
optimising the opportunities of the
combination, reducing risks of integration,
following a best-of-breed approach and
delivering the cost synergies and financial
benefits of the transaction over a three-year
period.
7
key workstreams to drive achievement
of cost synergies:
1. Field operations
2. Back office field support
3. Procurement and fleet
4. Marketing and innovation
5. Sales
6. Human resources
7. Finance
Pest Control
continued
Brand consolidation
Terminix is the leading residential and termite
brand in North America with strong consumer
recognition. Rentokil is a global brand leader
in commercial pest control. Between the two
companies in North America, there is also a
large number of regional and local brands.
The three-year period will see convergence
of the vast majority of the smaller brands.
Residential, termite and SME commercial
business will take the Terminix brand, while
larger commercial and national account
customers will enjoy the Rentokil name.
Outside of North America, we’ll retain
Rentokil as the main brand for pest control.
34
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Annual Report 2022
Branch and route analysis to
create the optimum network
for customer proximity and
route density
Branch
Co-location
Interim state
Branch
Consolidation
Interim state
Branch
Integration
End state
Path to Organic Growth at 1.5x the industry average
At least
$
200
m
increased estimate of
annual pre-tax net P&L cost
synergies from acquisition
from at least $150m to at
least $200m by the end
of 2025
Investing to deliver
costs synergies
The acquisition brings together two
complementary businesses with a strong
operational and cultural fit, creating significant
cost synergy opportunities. There is a
substantial opportunity to reduce the cost base
of the enlarged group by investing to drive
efficiencies, and by improving productivity to
drive margin improvement through capitalising
on the benefits of scale and higher density in
our operations. By the end of year three the
Company estimates it will have generated
pre-tax P&L net cost synergies of at least
$200m, with c.$150m of synergies to be
delivered from Selling, General and
Administrative (SG&A) expenses and c.$125m
to be delivered from Field Operations. Total
one-time cost to achieve synergies are
expected to be c.$200m, increased in line
with annualised go-forward synergies.
These cost and margin synergies will be
delivered through:
A
Combining Rentokil Initial’s expertise in
commercial pest control globally with
Terminix’s expertise in residential and
termite pest control.
A
Complementary footprints in North America,
allowing greater operational efficiency and
route-density to be achieved.
A
Both companies have similar operating
models which will enable the effective
sharing of best practices now and in the
future.
A
Through Rentokil Initial’s leadership in
innovation and digital technology, we will
invest in creating services and products
which can be rolled out to Terminix’s
c.2.9m pest control customers.
A
Savings can also be made in marketing and
sales effectiveness and by leveraging the
best of both Rentokil Initial’s and Terminix’s
technology and IT systems.
A
Synergies will be achieved through
procurement leverage, property
rationalisation, reduced corporate costs
and efficiencies in administrative functions
and overheads.
Our growth ambition
The combination has created the pest control
leader in North America, providing increased
scale which will enable further investments in
people, service, quality, innovation, digital
technology & applications and sustainability,
all critical to our growth ambitions in the
largest pest control market in the world.
Leveraging our expanded scale will be the
primary driver of our growth ambitions, aiming
to exceed market growth by 1.5x from 2025.
Growth opportunities through scale come
from a number of areas including; cross selling
and upselling opportunities as trusted advisor,
pricing through segmentation and premium
positioning, leverage a strong B2C residential
brand and B2B commercial brand, R&D
investment in innovation to differentiate
solutions and services and improving
customer retention through enhanced
customer experience.
Our growth strategy in North America for the
next one to three years will be supported by
our ability to differentiate our offering through
product and service innovation and our digital
offering to customers. We will bring the best of
breed of Rentokil’s science and innovation
leadership, with the creation of a new science
and innovation centre in the US focused on
termite and residential pest control.
Synergies and Approximate Phasing
Achieved
2022
Incremental P&L Impact
by Year
Cumulative
2022-25
2023
2024-25
SG&A expenses
$15m
$80m
$55m
$150m
Field Operations
$10m
$115m
$125m
Gross synergies
$15m
$90m
$170m
$275m
Investments
$(2)m
$(30)m
$(43)m
$(75)m
Synergies net of investments
$13m
$60m
$127m
$200m
Accounting adjustments
$18m
$32m
$50m
Net synergies plus accounting adjustments
$31m
$92m
$127m
$250m
SG&A expenses include sales productivity,
procurement, fleet depreciation and support
functions, and are expected to be 85% in cash
over the period.
Field Operations are primarily related to branch
consolidation, density benefits and productivity,
and are expected to be 100% in cash.
Investments relate to salary and benefits
harmonisation, SHE and Innovation centre, IT and
branding, as well as additional SOX, audit and
listing. They are expected to be 100% in cash.
The non-cash accounting adjustments are
in relation to termite litigation and LTIPs.
Total one-time cost to achieve synergies are
expected to be c.$200m, increased in line
with annualised go-forward synergies.
Rentokil Initial plc
Annual Report 2022
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Corporate Governance
Financial Statements
Other Information
Strategic Report
1.5x
Industry
Growth
Enablers
Establish and leverage industry leadership
Customer
retention
Customer
penetration
Pricing
Innovation
Customer
acquisition
Establish the Rentokil Terminix Way and enabling technology
Talent and Employer of Choice
8
1
2
3
4
5
7
6
Connected
A bigger,
better
business.
pest solutions
for businesses.
Scan me!
To find out more about
PestConnect
36
Rentokil Initial plc
Annual Report 2022
Digitising our essential services
Innovation strengthens our brand and cements our leadership position
in the pest control industry, differentiating us from our competitors,
particularly in the area of digital technology. It helps us to provide an
enhanced service to customers, target key growth sectors and enhance
our ability to cross-sell additional products and service lines. In addition,
our innovations help us to operate more efficiently and support our
sustainability ambitions.
Among our many firsts in recent years, we have been the first to develop
connected pest control devices, PestConnect, the first to use carbon
dioxide in rodent control, and the first to deploy LED lights for highly
effective and sustainable insect control.
Our pest control self-service portal, myRentokil, now has 1.2m customer
sites supported. The 24/7 customer portal enables scheduling of service
visits, responding to audits, and online payment of bills and viewing of
documents.
Faster response, reduced infestation
PestConnect, our digital connected pest management system, provides
real-time, early warning for effective monitoring and immediate control of
rodent pests, reducing the risk of infestation and our technicians’ time on
customer premises. Our innovative system uses non-toxic and highly
targeted treatments that help reduce the rodenticide impact on wildlife.
Building on last year’s growth, 2022 has seen further roll-out with
290,000 units now in customer premises, up 24% year on year. A total of
325m status reports were sent digitally from the PestConnect devices in
2022 to our central online Command Centre. The Command Centre is
available in more than 50 countries and provides our teams of experts
with more than 200 data dashboards.
ISO
27001
myRentokil and PestConnect have
been awarded the ISO 27001
Information Security Standard
24/7
Access via myRentokil to
pest control data and service
information
Online customer portal in
50
+
countries
1.2
m
customer sites supported
2.4
m
sessions completed in
2022 (+7.9%)
12
%
of all sessions now on
mobile or tablets
290,000
PestConnect units installed
in customer premises
24% increase year on year
c.5% of commercial pest portfolio
16,000 connected customer sites
325m status reports sent digitally
from the devices
B
Find out more on pages
52
and
53
myRentokil
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Annual Report 2022
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Corporate Governance
Financial Statements
Other Information
Strategic Report
Hygiene & Wellbeing
Hygiene & Wellbeing is a strong,
complementary business to Pest
Control. Both businesses service the
same types of customer and share
country management, technology,
infrastructure and back-office
services. They are route-based
businesses where profit growth
is driven by a deep understanding
of the importance of density.
2022 was the first year of operating with our
enlarged category of Hygiene & Wellbeing,
created to reflect the growing significance of
this market. The enlarged category comprises
our previous Hygiene operations together
with our Ambius plants and scenting, Dental
Hygiene and Cleanroom services operations.
We firmly believe our Hygiene & Wellbeing
business has the ability to become the next
Pest Control.
What we do
At Rentokil Initial, our Hygiene & Wellbeing
technicians provide hygiene services to
business environments to make them cleaner,
safer and healthier, improve air quality and
ensure more pleasant places in which to
operate. Establishing good hygiene practices
throughout an organisation reduces the risk of
infection being passed from person to person.
As a result, fewer days are lost to sickness,
which translates directly into real cost savings
and increased productivity. Trading under the
Initial brand, we offer the widest range of
washroom hygiene services and products
inside the washroom. Our Enhanced
Environments businesses improve the
occupant experience beyond the washroom
and throughout customer premises.
Revenue (at CER)
Revenue (at AER)
£
807
m -3.2%
£
821
m -1.5%
2022
807
2021
2020
2019
2018
832
879
720
681
Adjusted Operating Margin (at CER)
19.8
% -30bps
2022
19.8
2021
2020
2019
2018
20.1
21.5
17.7
17.1
Adjusted Operating Profit (at CER)
Operating Profit (at AER)
£
160
m -4.9%
£
157
m -0.3%
2022
160
2021
2020
2019
2018
168
187
126
116
2022 summary performance
A
A global leader – No.1 in 26 of the 70
markets (top three in 39 markets)
A
Revenue growth -3.2% reflecting the
anticipated reduction in the COVID
disinfection business (-1.5% at AER)
A
Organic Revenue Growth (excluding COVID
disinfection) +9.3%
A
Adjusted Operating Profit -4.9%
A
Adjusted Operating Margin 19.8% -30bps
A
Operating Profit (at AER) -0.3%
A
£8m spent on six acquisitions, c.£5m
Revenues
A
Seven-year CAGR of 6.3%
Our leadership credentials
A
Recognised and trusted Hygiene &
Wellbeing brands, including Initial and
Ambius
A
Award-winning product range
A
Digital, connected devices and data
expertise shared with Pest Control –
myInitial customer portal for enhanced
customer insight and engagement
A
Operational focus – postcode and product
density, shared overhead
A
Disciplined M&A – city-focused
strategy building geographic density –
55 acquisitions since 2014
A
Strong Employer of Choice programme
– outstanding engagement and training
38
Rentokil Initial plc
Annual Report 2022
Growing population
Rising middle classes
Customers now seek greater reassurance
than ever from service providers, with brand
trust being paramount.
The COVID pandemic led to an explosion
of sensitivity around microbe transmission
points and surfaces being carriers of risk.
This in turn led to wide-scale surface
disinfection and significantly enhanced
cleaning regimes and protocols which have
remained in place following the pandemic.
Since the start of the global COVID pandemic
we have seen elevated standards for health
and hygiene, particularly in the workplace.
Industry commentators and our experience to
date suggests this heightened focus on
hygiene will not be a temporary blip, rather a
long-term change that will create ongoing
market opportunities from which our business
can benefit.
Urbanisation
Brand trust and expertise
Sustainability
Surface hygiene
Hand hygiene
Rise of millennial population
Hygiene & Wellbeing market
Market size and characteristics
Our Hygiene & Wellbeing businesses operate
in an attractive industry offering strong
growth opportunities. Like Pest Control,
Hygiene & Wellbeing is an essential,
non-discretionary business and we believe
its medium-term opportunities are enhanced
by rising demand for global hygiene services.
It is difficult to estimate the total market size
for hygiene and wellbeing as the services
and products in this market are fragmented.
The global hygiene and wellbeing industry
comprises hygiene service providers,
consumables suppliers (such as the supply
of paper and soap) and total facilities
management operators who provide various
services, including hygiene.
Initial Hygiene has an unrivalled global
position in core hygiene services – operating
in 70 markets and with a No.1 position in 26
countries, a No.2 position in 10, and leading
regional market positions in the Pacific, Asia
and Caribbean, and the UK.
Our Enhanced Environments business
operates in 18 countries and has No.1
positions in eight of its markets (including in
the US, Canada, Australia and New Zealand).
The US business comprises c.53% of total
Ambius revenues.
We have the right operational model in place;
a global footprint and a large existing
customer base; we have a proven innovation
capability and digital expertise; and, most
importantly, we have highly motivated people
and a great Initial brand. Over the medium
term from 2022 we have set ourselves a target
to deliver 4–6% Organic growth on the
enlarged category (excluding COVID-related
disinfection).
Competition
There are many routes to satisfy washroom
hygiene needs, with competitors providing
a wide range of supply solutions.
A
Regional, full-service companies provide
service solutions, either direct or via
cleaning companies/facility management,
differentiating on services, products and
coverage.
A
In several markets, washroom requirements
can be met by facilities management or
cleaning companies directly.
A
In-country competitors include: PHS Group
Inc. (based in the UK), Elis (based in
France), CWS (based in Germany), Citron
Hygiene Canada Limited (based in Canada)
and Ecolab Inc. (based in the US) in
hygiene services; and Kimberly-Clark
Corporation (based in the US) in hygiene
consumables and products.
A
Rentokil Initial differentiates its operations
in different ways, including quality and
speed of service, brand awareness and
reputation, technology and systems,
customer satisfaction, pricing and
promotions, professional sales forces,
contractor network and referrals.
Our customers
Rentokil Initial operates in 70 markets across
six main customer segments.
A
Our high customer satisfaction levels of
47.7% provide a key competitive
advantage. Customer Voice Counts
surveys are used to improve service levels
and every detractor score is followed up
with a call from an account/branch
manager to discuss improvements.
A
Hygiene has expanded beyond the
washroom and buyers now connect the
value of hygiene across the location and
look for expertise.
A
There is now often a shared responsibility
for washroom purchasing, as the value of
hygiene has elevated, facilities buyers have
been joined by commercial, operations,
and health and safety.
A
Strong preference for new digital reality
means that digital prospecting and selling
is becoming as effective as in-person
engagement.
Global
market
drivers
Air hygiene
Increased sensitivities around air filtering, air
purification and air quality monitoring driven
by stricter regulations and standards
are presenting significant new opportunities
for air hygiene.
By 2050, 68% of the global population will live
in urban areas, (versus 55% in 2018), where
hygiene and sanitation issues are most
prevalent.
This generation is highly focused on health
and wellbeing and vocal about its importance.
The global population is growing by 80 million
per annum and is forecast to reach 9.1 billion
by 2050, creating further demand for hygiene
services.
An additional 160 million people join the
middle classes every year, with increasing
hygiene standard expectations and a growing
health consciousness afforded by more
disposable income.
In addition to the need to continue to offer
effective protection, from COVID and other
infectious diseases, and meet customer
demand for enhanced hygiene solutions,
there is also a related and underpinning
requirement to ensure that all solutions are
delivered in the most sustainable way
possible.
Good hand hygiene was shown to be one of
the most basic yet powerful ways in which
individuals can protect themselves from
COVID and other similar diseases. The
resulting focus on hand hygiene has, to a
large extent, remained a feature of every
day life.
Rentokil Initial plc
Annual Report 2022
39
Corporate Governance
Financial Statements
Other Information
Strategic Report
Our Hygiene & Wellbeing strategy: key strategic themes
Our strategy is to deliver continued
growth through a combination of
strong operational focus and
targeted M&A to build city density.
Central to this is the delivery of
excellent customer service, product
innovation, service line extensions
and improvements to productivity
through digital products and
applications.
Focus on operational
execution
Building margins through postcode and
product density.
Our focus has been, and will continue to be,
around operational excellence. We aim to
achieve this through the commitment of
our people and the respect we have earned
over the years for our brand and reputation.
Creating a high-quality customer service
culture and offering the best product ranges,
as well as delivering our services, on time and
in full, are core to our value proposition.
Margins are driven through postcode density
(the number of customers on a route) and
product density (the number of products/
service lines in each customer premises), as
well as shared overheads with Pest Control
(infrastructure and back office) and M&A
(building further geographic density). Analysis
of our current footprint supported by the right
sales incentives and selling methods will drive
behaviours that will lead to improved density.
Offer a complete
product range
Avoiding cross-infection Inside the Washroom.
Washrooms are high-risk areas for viruses:
they are small spaces, with smooth surfaces
and high levels of traffic. Our services Inside
the Washroom provide a range of innovative
products for creating safer environments,
including hand hygiene (soaps and dryers),
air care (purification and scenting), in-cubicle
(feminine hygiene units) and digital hygiene
services. No-touch washrooms are the most
effective way to avoid cross-contamination,
particularly within cubicle settings.
The greater awareness of cubicle and
washroom hygiene is providing more
opportunities for new products and services
for inside washrooms; expanding into new
services for existing customers (e.g. Air
Hygiene); new sales channels for existing
Washroom customers through the use of
technology; satisfying demand for new more
sustainable services; and range extensions.
Expanding outside
the washroom
Take our Hygiene services everywhere.
From a relatively low interest sector, hygiene
is now one of the world’s most important,
presenting opportunities for us to expand
Outside the Washroom into new growth areas,
including surface hygiene, specialist hygiene
services, air care, air enhancement and
purification, sustainable waste management
(such as medical waste removal), products and
expertise to enhance public spaces and
buildings, route-based service extensions
(such as first aid), digital products and
applications, and the alignment of hygiene
with the importance of wellbeing.
The impact of the global pandemic has
catalysed a shift in global mindset where
health is a priority – not just avoiding being
sick, but proactively being well in a holistic
sense. The global corporate wellness market,
valued at USD 53.0 billion in 2022, is set to
grow at 4.5% CAGR to 2030 (source:
Grandview research 2023) as people search
for a healthier lifestyle across work, home and
leisure. Enhancing environments to entice
guests in and increase dwell time has grown
in importance as reluctance to be in closed
places continues after the pandemic.
Hygiene & Wellbeing
continued
40
Rentokil Initial plc
Annual Report 2022
Harness the digital
opportunity
Developing digital innovations to address
customer needs and increase productivity.
We continue to develop digital products for
enhanced services combined with greater
reporting and insight. The COVID pandemic
has provided a springboard for increased
digital hygiene services, and we are taking
our digital expertise from Pest Control and
expanding into Hygiene & Wellbeing.
Increased standards, regulations and the
threat of fines and reputational damage may
prompt early take-up of digital applications
in hygiene, as it has done in pest control.
Our connected hygiene solutions currently
comprise digital taps and soap dispensers,
hand wash and footfall monitoring and air care.
Our myInitial online reporting platform
provides transparency of service, including
signature capture, service history and details,
dates of visits and reporting facilities.
Digital monitoring of consumables through
our digital no-touch products enables more
efficient washroom operations at lower cost,
with a reduced environmental impact and
offering a better guest experience. Our digital
sales and service tools are also increasing
productivity and are being used to build
customer awareness of Initial’s multiple
product offerings.
Geographic expansion
– through organic
actions
Our core Hygiene services currently operate
in 70 countries and we aim to increase the
reach and density of our footprint in new
markets through leveraging our brand and
expertise, creating differentiated products and
replicating the low-cost operating model that
is Pest Control. Starting with core hygiene
service provision Inside the Washroom, and
then extending into Premises Hygiene and
Enhanced Environments, our success in
growing the Hygiene category will also be
dependent on being experts in the category,
delivered through service, product innovation
and sales capability. Our strategy is to expand
in five key areas – North & Latin America,
Europe, the Middle East and North Africa,
building on our existing customer relationships
and routes, and targeting North America using
our existing Ambius and Pest Control
businesses.
Scan me!
Watch the myInitial
video
Geographic expansion
– through targeted,
city-based M&A
To build density and grow profits
We believe Hygiene & Wellbeing has a strong
growth opportunity through M&A, replicating
the successful Pest Control model, which has
similar characteristics. Our M&A focus in
Hygiene & Wellbeing is on building city
density and supporting extension areas that
we have defined as part of our growth plans,
including air care, surface hygiene, safety and
digital monitoring. The economics of hygiene
M&A are generally good, asset prices are
lower than pest control and competition for
targets is typically less fierce.
We have the in-house capability to identify,
evaluate and execute acquisitions at pace and
have built a long track record of successful
delivery. We will apply the same proven, value-
creating model in Pest Control to our Hygiene
& Wellbeing category, with a focus on the
disciplined evaluation of targets, execution
of detailed integration programmes and
careful stewardship of new businesses. Our
planned M&A programme extends from North
America to the rest of the world, as we actively
seek to build local density in cities where we
operate, as well as targeting major Cities of the
Future where growth is set to increase.
Rentokil Initial plc
Annual Report 2022
41
Corporate Governance
Financial Statements
Other Information
Strategic Report
Creating
A bigger,
better
business.
healthier
environments.
myInitial
Customer portal for
enhanced customer
insight and engagement
c.
20
New and enhanced version
rolled out in 2022 in c.20
countries
109
k
sessions completed in 2022,
a 105% increase
over
100
k
myInitial customer portal users
now registered
42
Rentokil Initial plc
Annual Report 2022
Sustaining leadership through innovation
Range expansion
Globally launched in 2022, Luna Dry is a stylish, sustainable hand dryer
combining the latest technology: a HEPA13 filter, a dedicated quiet mode
and high aesthetics with environmentally friendly credentials.
myInitial
A new and enhanced version of our Initial customer portal was launched in
2022 and rolled out to c.20 countries. To date, around 3,000 Proof of
Service reports have been downloaded by customers, adding efficiency
to our operations. Indonesia, in particular, has seen excellent growth in
usage with the latest version of the portal – growing from 2,000 users in
2021 to more than 15,000 in 2022. Overall, 109,000 sessions on myInitial
were completed in 2022, an increase of 105%.
Enhancing our air care product range
In a post-pandemic environment, air purification and air quality monitoring
remain a concern, with healthier indoor environments expected. Aeramax
Pro 3, a new air filtration product suitable for inside and outside the
washroom, was introduced in Europe in 2022. A wall-mounted or floor-
standing HEPA and carbon filter air purifier with allergy-friendly
accreditation, it uses multi-filter technology to remove of particles
and odour.
Supporting hygiene
in schools
New for 2022 included the
Signature Hand-print range
of hygiene products –
designed to attract younger
children’s attention with
eye-catching hand prints and
encourage regular hand
washing in schools.
B
Find out more on pages
52
and
53
Rentokil Initial plc
Annual Report 2022
43
Corporate Governance
Financial Statements
Other Information
Strategic Report
Workwear (France)
2022
193
2021
2020
2019
2018
166
169
187
180
What we do
Accounting for 6% of Group Revenue, our
France Workwear business, now operating
as a standalone business within the Group,
specialises primarily in the supply and
laundering of workwear, uniforms, cleanroom
garments and personal protective wear to
customers in hotels, restaurants and catering
(HORECA) across France, ensuring that
colleagues have the right workwear to support
safe and effective working environments.
Strategy
Our strategy has focused on creating a
business that has a clear market
differentiation.
This is being achieved through the highest
level of product and service quality by
focusing on the application of key
performance indicators to measure quality of
service, using radio-frequency and identity
tags to improve service accountability, utilising
highest standards in washing and repair
quality, being responsive to customer needs
and dedicating a separate team to focus on
innovation of services and products.
We also leverage our existing supply chain,
research and development, processing, sales
and marketing from the Pest Control and
Hygiene & Wellbeing segments.
2022 summary performance
A
Revenue growth +16.6%, all Organic (+15.6%
at AER)
A
Adjusted Operating Profit +81.6%
A
Operating Profit (at AER) +81.1%.
A
Performance exceeding pre-COVID levels
A
Invested in more efficient equipment in
laundries and new Bistro collection
launched for HORECA customers
Revenue (at CER)
Revenue (at AER)
2022
31
2021
2020
2019
2018
17
18
25
26
Adjusted Operating Profit (at CER)
Operating Profit (at AER)
£
31
m +81.6%
£
30
m +81.1%
2022
16.0
2021
2020
2019
2018
10.3
10.7
13.4
14.2
Adjusted Operating Margin (at CER)
16.0
% +570bps
£
193
m +16.6%
£
192
m +15.6%
44
Rentokil Initial plc
Annual Report 2022
Our Stakeholders
Our strategic priorities
Board decisions and actions are aimed at
creating long-term value for our shareholders
through our sustained economic success
while furthering the Company’s purpose of
protecting people, enhancing lives and
preserving the planet. The Board agenda is
paced to ensure that key strategic priorities
are captured and considered throughout the
year, with an in-depth review of the
longer-term direction of the business
undertaken as part of its annual strategy day
sessions. Sufficient information is provided by
management to enable the Board to make
informed decisions on any impact to
stakeholders. Details of how our Board
operates and the way it reaches decisions,
including the matters discussed and debated
during the year, can be found in the
Corporate Governance Report.
When considering the needs of relevant
stakeholder groups, conflicting
requirements inevitably arise and in those
circumstances we aim to make judgements
that balance and serve the long-term
interests of the stakeholders. We
acknowledge that not every decision the
Board makes will necessarily result in a
positive outcome for all stakeholders.
However, by considering key stakeholder
groups and aligning our activities with our
strategic plan, as well as the Company’s
culture and values, we aim to act fairly,
transparently, responsibly and in the best
interests of the Company over the long term.
In making their decisions and choices, and in
setting policies and strategy, our Directors
also consider any associated risks when
discharging their duties. Maintaining
effective systems of risk management and
internal control, reviewing and mitigating our
principal risks and identifying emerging risks
all help underpin the Group’s overall
strategy and allow the Board to have regard
to factors that could affect stakeholder
relationships and their impact on our
long-term success.
B
More information on strategic
decision making
A
Board focus in 2022 on pages 81 to 85
– an overview of key areas considered by
the Board during the year and their
outcomes.
A
Principal decisions of the Board on pages
86 and 87 – detailed examples of the
principal decisions taken by the Board
during the year, the stakeholder
considerations and impacts.
A
Risks and uncertainties on pages 63 to 69
– the approach to identifying and
managing the Group’s principal risks.
Our responsible business
In line with most businesses, there are
trade-offs that we recognise and manage
proactively. We aim to reduce our impact,
for instance as a result of the chemicals
we use and the greenhouse gas (GHG)
emissions involved in providing services
to our customers, by developing innovative
products and services which are
increasingly non-toxic and sustainable.
We proactively engage with suppliers as
part of this. We have published the key
activities to achieve net zero carbon
emissions from our operations by the end
of 2040 and regularly report on our
innovative solutions. Our environmental
strategy focuses on the operational risks
and opportunities that we have identified
and is embedded within our operating
model as a multi-local, route-based
business.
In 2022, our mission was updated to include
Preserving our Planet, and a fourth core
value of responsibility was added to reflect
the duty of care we have to our colleagues,
customers, local charities, the communities
in which we live and work, and to the planet.
Our reputation is of utmost importance
to our business success, as we rely on
customers’ satisfaction and the continued
investment of shareholders. Our culture
model includes our purpose and values,
along with our five core culture themes:
customer focused, driven to succeed,
diverse, down to earth and innovative. We
continue to monitor our culture, recognising
the important and evolving role it plays in
driving behaviour that brings the business
sustainable long-term success.
Our comprehensive set of policies and
procedures ensure high standards of
professional business conduct, including
embedding adherence to our Code of
Conduct. We strive to act fairly and
transparently between shareholders
of the Company at all times.
B
More information on being
a responsible business
A
Culture on page 90 – details of how the
Board monitors culture and helps set the
tone from the top.
A
Our responsible business priorities on
pages 52 to 60 – details of our
commitment to acting responsibly, setting
out our environmental strategy and our
focus on service and innovation.
A
Delivering innovative solutions on
page 29 – an overview of our approach
to innovation.
Section 172(1) statement
Section 172(1) of the Companies Act 2006
aims to ensure that the board of directors of a
company has a comprehensive
understanding of its key relationships with a
broad range of interested groups, such
as employees, suppliers and customers, and
that there is proper perspective of the impact
on both internal and external stakeholder
interests in order to secure the company’s
long-term success. This statement plans to
set out how our Board of Directors, both
individually and collectively, have paid due
regard to these factors during 2022 when
undertaking the duties set out under section
172(1).
The sections of the Corporate Governance
Report on pages 81 to 87, which expand
upon the Board’s activities and principal
decisions in 2022 and evidence how the
Board considered the impact of its decisions
on the factors set out in section 172(1), also
form part of this statement. These pages
are incorporated by reference into the
Strategic Report.
Our stakeholders
We identify our key stakeholders as
colleagues, customers, shareholders,
communities and suppliers. We classify
the environment as strongly related to
communities and so often consider them
together. We also recognise the broadening
impact the environment has on all our
identified stakeholders and its increasing
importance to areas of our business
operations. In discharging its section 172(1)
duties, the Board has had regard to these
key stakeholders and the associated
impacts, although some factors may have
been more relevant than others, depending
on the nature of the matter under
consideration. Where appropriate, the Board
also gave consideration to other factors or
interested parties relevant to the decision
being made, such as regulators, industry
bodies or other business relationships.
B
More information on engaging
with stakeholders
A
Our stakeholders on page 46 – an
overview of our key stakeholders and
how we measure the impact of our
engagement.
A
Board engagement on pages 88 to 90 – the
approach taken by the Board to understand
and engage with our key stakeholders.
A
Our responsible business priorities on
pages 50, 51 , 61 and 62 – details of our
commitment to acting responsibly and the
impact on our colleagues and communities.
A
The Company’s modern slavery
statement, which is considered and
approved by the Board annually, involved
consideration of key stakeholder groups.
The policy is available on our website.
Rentokil Initial plc
Annual Report 2022
45
Corporate Governance
Financial Statements
Other Information
Strategic Report
Committed to stakeholder engagement
Our purpose and our core values of service, relationships, teamwork and responsibility reflect the
central importance of our stakeholders to our business and influence how we engage with them.
Our Stakeholders
continued
We recognise the importance of our
stakeholders’ views and we ensure that we
engage with them across the world to fully
understand and act upon their issues and
concerns. We approach stakeholder
engagement at a Group, country and local
level, to ensure all stakeholder groups have
access to information about our business
and activities, and can identify issues
important to them.
We have a broad range of stakeholders who
influence, or are affected by, our day-to-day
activities, and have varying needs and
expectations. Our aim at Rentokil Initial is to
develop and maintain positive and productive
relationships with them all. Our wider
stakeholders also include the general public,
government and regulators, and industry
bodies. We consider the environment in
relation to all our key stakeholder groups
but include it principally as part of our
consideration and engagement with
communities.
The acquisition of Terminix in October 2022
and the enlarged scale of our Group has not
impacted the identification of our key
stakeholder groups but we will continue to
monitor the methods of engagement to ensure
they remain appropriate.
You can find details of how the Board receives
information from our stakeholder groups,
with examples of the outcomes of this, in the
Corporate Governance Report, primarily
on pages 88 to 90. You can find more
information on our responsible business
approach on pages 49 to 62 and in our
separate Responsible Business Report for
2022, which can be found on our website at
rentokil-initial.com/responsible-delivery
.
82.6
%
total colleague retention (excluding Terminix)
in 2022
Top 25
In the top 25 of UK apprenticeship employers
in 2022
Colleagues by region
North America
21,309
Europe (incl. Latin America)
11,451
UK & Sub-Saharan Africa
4,889
Asia & MENAT
18,457
Pacific
2,486
Total
58,592
We employ approximately 58,600 colleagues
in 91 countries. Our colleagues are those who
are directly employed by us, which excludes
contractors.
Key issues for stakeholder
A
Health and safety
A
Training and career development
A
Tools to do the job
A
Wellbeing
A
Reward
A
Culture and values
A
Community support
Why we engage
We rely on the skills, experience and
commitment of our people to meet our
business goals and want to be able to recruit
and retain talent.
Impact/value created
We aim to be a world-class Employer
of Choice providing a safe working
environment and development opportunities.
A
Pay and benefits to colleagues
A
Training and development opportunities
Methods of engagement
All colleagues are provided with information
on matters of concern to them in their work,
through regular briefing meetings and internal
publications. To inform colleagues of key
factors affecting our business, regular updates
are posted on our intranet and engagement
events are hosted by individual businesses,
such as conferences, town halls and senior
executive updates, which provide briefings on
specific areas of the business. Other methods
include:
A
Your Voice Counts (YVC) employee survey
every two years and periodic pulse surveys;
A
annual personal development reviews
and line manager training;
A
the
R
I
GH
T
WAY
magazine published
online quarterly;
A
quarterly global internal update by
the Chief Executive;
A
Speak Up ethics hotline; and
A
works councils, including an EU forum.
Measurements
We measure our impact by monitoring
recruitment and retention levels, diversity, the
results of YVC surveys, performance ratings,
the amount of new online training content
made available and online learning views, and
the talent pipeline of graduate schemes and
apprenticeships. We also monitor external
ratings, such as Glassdoor.
Our customers range from global food
producers to hotel chains, and industrial
goods businesses and restaurants to
individual residential customers.
Key issues for stakeholder
A
Health, safety and sustainability
A
Expertise and service quality
A
Innovation
A
Digital portals
A
Transparency
A
Quality assurance and insights
A
Cost
A
Regulatory compliance
Why we engage
In a service industry we succeed or fail by the
quality of the service we offer our customers.
Impact/value created
A
Brand value
A
Regulatory compliance (food safety,
health and safety, etc.)
A
Sustainability
Methods of engagement
A
Management of ongoing customer
relationships
A
Customer satisfaction surveys/CVC (NPS)
A
Participation in industry forums and events,
such as the Global Food Safety Initiative
and thought leadership
A
Annual Report and industry-focused
publications
A
Websites
A
Innovation showcase, e.g. visits to our
dedicated research, development and
training facility, the Power Centre
A
Provision of training for customers’ staff
Measurements
We measure our impact by monitoring
our net gain and portfolio development,
operating margin and density, and
opportunity pipeline. We also monitor
customer satisfaction and external ratings
and measurements, such as Trustpilot.
44.6
Customer Voice Counts score in 2022
c.
165
k
Customer Voice Counts respondents
in 2022
Colleagues
Customers
Engaging with our colleagues
The HR team in Chile has established a
programme called Conectando Contigo
(connecting with you) to engage with more
than 600 colleagues across the country. The
programme promotes a ‘traffic light’ system
that records colleagues’ views of what we
should stop doing (red), what we stopped in
the past, but should take up again (amber),
and what we are doing well and should
continue to improve (green). The initiative
has received very positive feedback.
46
Rentokil Initial plc
Annual Report 2022
Communities
Shareholders
Suppliers
Our communities are those who live in areas
where we work, such as local residents,
businesses, schools and charities.
Key issues for stakeholder
A
Jobs and investment
A
Contribution to public health and
safe environment
A
Environmental impact
Why we engage
We respect the communities in which we
operate and employ people, but we also
accept a wider responsibility to key
communities and environments around the
world. Preserving our Planet became part of
our purpose in 2022, reflecting the increased
importance of the environment and the
communities we operate in, to our business.
Impact/value created
We partner with charities and community
initiatives in communities where we operate
and aim to minimise our environmental
impacts.
A
Tax paid
A
Charitable donations
A
Energy and fuel-derived emissions
(a negative impact which we reduce
or offset where possible)
Methods of engagement
A
Employment of approximately 58,600
individuals
A
Sponsorship and colleague volunteering
A
Partnerships with schools, colleges and
universities
Measurements
We monitor our impact by measuring the
amount of charitable cash donations made
each year, our inclusion in ESG indices and
our carbon emission ranking with the CDP.
More information can be found on our
responsible business priorities with regard
to the environment on pages 54 to 60, and
communities on pages 61 and 62 in the
Responsible Business section.
£
998
k
charitable donations in 2022
5
years
partnering with Cool Earth
Our shareholders range from global
investment funds and institutions based
primarily in the UK, North America and Europe,
to small private investors, who are often
current or former employees.
Key issues for stakeholder
A
Growth in revenue (organic/M&A) and profit
A
Cash flow and returns, e.g. dividends
A
Brand and market leadership
A
Innovation and digital differentiation
A
Consistent execution of our
R
I
GH
T
WAY
strategy
A
ESG performance
Why we engage
Our investors are the owners of the business.
Continued access to capital is vital to our
long-term performance. We want our investors
and investment analysts to have a strong
understanding of our business, strategy and
performance, and we want to understand their
priorities.
Impact/value created
We aim to generate long-term profitable
growth to help deliver value for our
shareholders.
A
Internal rate of return
A
Earnings per share
A
Compounding model
A
Dividends
A
Free Cash Flow
Methods of engagement
A
Institutional investor meetings
A
Capital Markets Days
A
Investor roadshows
A
Annual General Meeting
A
Correspondence with retail shareholders
A
Annual Report & Financial Statements
A
Corporate website
A
Results presentations
A
Our Responsible Business Report
Measurements
We measure our impact by monitoring
our share price, gathering feedback at investor
meetings and reviewing analyst notes.
c.
120
investor institutions engaged with in 2022
5.15
p
final dividend for 2022
7.55
p
full year dividend for 2022, up 18.2% on 2021
Our suppliers range from major manufacturers
of key products and consumables to our global
business, to suppliers of indirect goods and
services used to support our operations.
Products supplied include pest control bait,
paper, soaps and waste disposal units, while
indirect suppliers include technology services,
fleet vehicles and telecommunications.
Key issues for stakeholder
A
Long-term engagement and innovation
A
Control of price increases and delivery
of cost savings
A
Continuous improvement approach
A
High standards of product quality and
service delivery
A
ESG matters, including human rights,
data protection and modern slavery
A
Minimum environmental standards and
improvement plans
Why we engage
Our major suppliers must share our corporate
standards and values as these strategic
partnerships deliver significantly more value
to our business and our customers than
short-term deals.
Impact/value created
A
Optimised supply chain from manufacturer
to end customer
A
Joint development of bespoke products
and service innovations
A
Efficient sourcing of proprietary products
from global and local suppliers
Methods of engagement
The global procurement team manages the
relationships with major suppliers, with senior
management involvement where appropriate.
We carry out comprehensive audits of all critical
suppliers, including factory inspections, system
reviews and ESG factors.
Measurements
We monitor our impact by measuring our
monthly On Time In Full delivery metrics, lead
times, quality complaints, annual revenue
development, product innovations and pricing
management. We also track the scores from
supplier audits, ESG accreditations and suppliers
completing our in-house training on modern
slavery awareness.
100
%
of our critical suppliers have environmental
policies in place and are monitoring their
impact on the environment
Find out more
Our Key Performance Indicators (which are grouped by stakeholder) on pages
22
to
25
Section 172(1) statement on page
45
Our responsible business approach on pages
49
to
62
Board engagement with stakeholders on pages
88
to
90
rentokil-initial.com/responsible-delivery
Rentokil Initial plc
Annual Report 2022
47
Corporate Governance
Financial Statements
Other Information
Strategic Report
Non-financial information statement
Below is an overview of our approach to environmental matters, colleagues, social matters, human rights, and anti-corruption and anti-bribery.
You can find further details throughout the Responsible Business section on pages 49 to 62. You will find details of our business model on pages
18 and 19, and our principal risks are on pages 64 to 69. Our key policies are published on our website at
rentokil-initial.com/responsible-delivery
.
Legacy Terminix colleagues currently comply with the Terminix Code of Conduct (see page 93).
Our approach and key policies
Outcomes of policies and
impacts of activities
More information
Environmental matters
Our
Code of Conduct
states that all our colleagues must conduct their
work in a way that complies with environmental laws and minimises any
adverse effect on the environment. Our
Environmental Policy
sets out
our commitment to carrying out our business in an environmentally
responsible way.
12.5% reduction in our
five-year emissions index.
We mitigate our carbon
emissions through our
partnership with Cool Earth.
See page 54
for more
information on
environmental
matters.
Colleagues
We aim to be an Employer of Choice and our c.58,600 colleagues are
integral to our business model. Our
Code of Conduct
sets out our Group
standards and applies to everyone at Rentokil Initial. It includes sections
on health and safety, equality and fairness, human rights and protecting
personal information.
There is nothing more important in Rentokil Initial than ensuring everyone
goes home safe at the end of their working day. Our approach to making
sure this happens is set out in our
Code of Conduct
and our
Health and
Safety Policy
.
We aim to be an inclusive employer and our policies include a
Group
Diversity, Equality & Inclusion Policy
and
Dignity at Work
.
0.39 Lost Time Accident
rate in 2022.
7.9 Working Days Lost
rate in 2022.
29% of our senior
management are female.
Colleagues are
one of our key
stakeholders,
as set out on
page 46.
Our colleagues
and culture are
described on
pages 50
and 51.
Social matters
Our purpose is to protect people, enhance lives and preserve our planet.
As well as making a meaningful contribution to the economy, we aim to
support the communities in which we operate and where our colleagues
live. As detailed in our
Code of Conduct,
we make corporate donations
and raise funds for various charitable causes and operate a matched-
giving scheme to support colleagues’ efforts.
£998,000 donated to
charity in 2022 (excludes
donations in kind).
Read more
about our
engagement
with
communities
on page 61.
Respect for human rights
We support the rights of all people as set out in the Universal Declaration
of Human Rights. Our
Human Rights Policy
outlines the human rights
principles that reinforce colleagues’ expected behaviour in respecting
the human rights of colleagues and business partners. We may operate
in countries with potential human rights issues, but we would not tolerate
any connection with abuse.
As detailed in our
Code of Conduct
and our
Supplier Code
, we will employ
only individuals who are working of their own free will, and we have a zero
tolerance approach to child labour, bonded labour or other forms of slavery
in any part of our business or their suppliers.
The majority of revenues earned by our business is through route-based
service activities carried out by full-time employees of the Company and
therefore under our direct control. We mandate the highest employment
standards in all countries of operation, as outlined in the
Code of Conduct
.
Products are sourced from suppliers that are robustly audited before being
commissioned (see our
Modern Slavery Statement
for more information).
While there is always a risk of modern slavery occurring in areas over
which we have less visibility, the Company’s Group Risk Committee has
concluded that the risk remains low in our immediate lines-of-business
after the Terminix acquisition.
No human-rights violations
were identified in 2022.
We publish a Modern
Slavery Statement each
year, which is available
on our website.
Read more
about our Code
of Conduct and
Supplier Code
on page 93.
Anti-corruption and anti-bribery
We expect our colleagues to maintain the highest standards of conduct
and act with integrity at all times. Anti-bribery and corruption policy and
controls are addressed within the
Code of Conduct
and a separate
Anti-Bribery Policy
, and these are reinforced by mandatory online training,
reviews and supplier audits, tracking registers, and our ethics reporting
system, Speak Up.
c.13,600 Core Corporate
Compliance training courses
were completed by
colleagues in 2022.
There were no fines,
penalties or settlements for
corruption reported in 2022
Read about
our Board
overseeing
governance
and compliance
on page 93
and 94.
B
The icons used above correspond to our stakeholder groups as set out on pages
46
and
47
.
Colleagues
Customers
Shareholders
Communities
Suppliers
Our Stakeholders
continued
48
Rentokil Initial plc
Annual Report 2022
Responsible Business
At Rentokil Initial, our responsible
business focus areas are colleagues
and culture, service and innovation,
the environment, and communities.
We provide high-quality services for
our customers by focusing on the
safety, engagement and training of
our colleagues, and by developing
innovative products and services
which are increasingly non-toxic
and sustainable. This is underlined
through our mission and social
purpose: Protecting People,
Enhancing Lives and Preserving
our Planet.
On 12 October 2022, we completed
the transaction to bring together our
pest control services with Terminix,
predominately in North America,
resulting in significantly increased
scale. Terminix has very similar
areas of responsible business
focus including safety, people and
customer service. While our overall
carbon footprint has therefore
increased, there is no change to our
transition plans or our commitment
to reach net zero carbon emissions
from our operations by 2040.
Putting others first
The first thing that Rentokil Initial and Terminix
delivered as one company was to provide vital
support to St Jude Children’s Cancer Hospital
in Memphis with a donation of $200,000
and to donate a further $25,000 to Second
Harvest in Canada.
In 2022, we delivered a very high level of
colleague safety with a world-class Lost
Time Accident rate of 0.39 per 100,000
hours worked; we continued to attract,
train and retain great people from the
widest possible pool of talent; and
made good progress against our
environmental plan.
The Terminix acquisition allows us to learn
from another large organisation and share
best practices which will move the larger,
combined Group forward in a way that is
both sustainable and responsible,
creating value for all stakeholders.
I would like to take this opportunity to
thank our colleagues who have supported
their communities and local charities in
2022 in line with our social purpose.
Andy Ransom, Chief Executive
Rentokil Initial
Independent accreditation
We aim to positively engage and support all independent analysis of our ESG activities and continue to receive high relative scores and ratings.
DJSI Europe Index
member. Maintained
our strong score of
69% in 2022 (69%
2021).
8th out of 101
companies in our
sector and 200th
in the overall
assessment of all
4,847 companies.
Maintained our
C rating (2021: C).
Maintained Low Risk
rating. Rated 16th out
of 169 companies in
Business Services.
Our ESG rating in
2022 was unchanged
at AA with a score of
7.9 out of 10 for
Environment.
Member.
B
Find out more
Further details about our Board engagement can be found in the section 172(1) statement on page
45
and in the Corporate Governance
Report on page
88
. Governance and transparency also continue to remain central to our responsible business approach, as set out on
page 
72
.
Environment
Including our
TCFD report,
see pages
54
to
60
Service and
innovation for
customers
See pages
52
and
53
Colleagues
and culture
See pages
50
and
51
Communities
See pages
61
and
62
Rentokil Initial plc
Annual Report 2022
49
Corporate Governance
Financial Statements
Other Information
Strategic Report
A culture of high performance
Colleagues and culture
Our Employer of Choice programme is
designed to create a workplace where we hire
great people in line with our values, provide
world-class training and career development,
engage and retain them, and provide the best
tools to deliver a great customer service.
Following the acquisition of Terminix, we now
employ 58,600 colleagues (2021: 46,000) in
91 countries.
To ensure our values best represent the new,
combined organisation, in 2022, we engaged
with colleagues from Rentokil Initial and
Terminix to agree our new shared values.
We continue to survey and take action to
enhance the high levels of engagement of
our colleagues. Rentokil Initial and Terminix
both surveyed colleagues in 2021, and
while questions and survey sizes were
different, answers to a feeling of personal
accomplishment in roles were very positive
in both companies. A single, consistent
survey will be undertaken in 2023.
Key Performance Indicators
2022
2021
2020
2019
2018
Lost Time Accidents (LTA)¹
0.39
0.38
0.39
0.53
0.63
Working Days Lost (WDL)²
7.90
8.71
8.46
10.99
14.77
1. The LTA rate is calculated as the number of Lost Time Accidents (injuries and illnesses) per 100,000 hours worked.
2. The WDL rate is calculated as the number of working days that colleagues could not work because of Lost Time Accidents (injuries and illnesses) per 100,000
hours worked.
Nothing is more important in Rentokil Initial
than ensuring everyone goes home safe at
the end of their working day.
Health and safety is the first item on the
agenda at every management meeting,
including the Executive Leadership Team
and Board meetings.
We continue to set very high standards for
operational health and safety, achieving a Lost
Time Accident (LTA) rate of 0.39 in 2022, with
our Working Days Lost (WDL) rate improving
to 7.90 per 100,000 hours worked. Both rates
have improved significantly since 2018.
Our key health and safety initiatives in 2022
included:
A
Site risk assessment app: live now or being
rolled out across our markets.
A
New training programme ‘Leading Safely for
Managers’ was developed in-house. This
was deployed to all managers ahead of the
peak season with the aim of reducing the
risk of accidents.
A
State-of-the-art vehicle telematics have
been implemented in our UK vehicle fleet
encouraging smoother, safer, and cleaner
driving behaviours. We have commenced a
further roll-out in our European operations.
Regrettably, we had three colleague fatalities
in 2022, with two resulting from road traffic
accidents and one from natural causes.
Our 2022 safety performance including
Terminix from 12 October: LTA rate of 0.39 and
WDL rate of 7.60. Data and targets will be fully
incorporated from January 2023.
Keeping our colleagues safe
Our shared values
Service
We are passionate about delivering
excellent service to every
customer.
Teamwork
We are One Team – collaborating,
supporting, and working together
brilliantly.
Responsibility
We all owe a duty of care to each
other, our customers, local
charities, the communities in which
we live and work, and to the planet.
Relationships
We value long-lasting relationships
with our colleagues, customers,
and the communities in which we
operate.
Health and safety
7.9
Working Days Lost per 100,000
hours worked in 2022 (2021: 8.71)
Training
500
+
pieces of learning content
developed with c.1.5m content
views
Board diversity
33
%
of Board members are female
Recruitment
16,000
colleagues registered to use
our Careers+ recruitment app
to share vacancies
Responsible Business
continued
50
Rentokil Initial plc
Annual Report 2022
Rentokil Initial is a diverse organisation by its
nature, operating in 91 countries and with 40+
languages. With the integration of Terminix
into our business, we will look to build on our
combined initiatives to develop our inclusive
and diverse workforce.
We strive to ensure that our local businesses
reflect and embody the countries, markets and
communities in which we operate and to
create an environment where everyone’s view
is heard, everyone’s contribution matters, and
everyone has equal opportunities to succeed.
Our workplace strategy places even greater
emphasis on wider diversity, where everyone
regardless of gender identity, race, colour,
nationality, age, sexual orientation, physical
ability or background, can reach the highest
levels based on merit.
Partnering with NeuroLeadership Institute,
this training is delivered in two parts, focused
firstly on developing inclusive behaviours and
enabling our teams to be more inclusive.
Rentokil Initial provides extensive technical
training for colleagues and associated career
paths, for instance, moving from Level One to
Levels Two and Three as a technician, and
then on to surveyor and manager.
This year, we held our largest ever training
and development festival for colleagues
globally, with more than 150 sessions across
September covering more than 50 different
topics. More than 4,000 colleagues registered
and more than 50 sessions were attended by
colleagues. Of the colleagues surveyed, 100%
said they would consider attending again, with
84% of colleagues rating the festival seven or
above out of 10.
In the UK, we employ 250 apprentices and 148
graduates. We have been placed 24th in the
Top 100 Apprenticeship Employers for two
years running, and have a 99.6 per cent pass
rate for the Level 2 Customer Service
apprenticeship programme.
Career+ is our app for colleagues to share job
vacancies externally on social media and to
view roles available across the organisation.
More than 16,000 colleagues have registered
and are using the app. This will launch in
Terminix in Q1 2023.
In Europe, in 2022, we undertook a series of
high profile advertising campaigns, including
on public transport, to promote our vacancies
and online careers portal.
In North America, we have continued to
improve our recruitment processes – reducing
our time to hire from around 46 days in 2019 to
34.4 days in 2022.
With more colleagues looking for greater
flexibility and part-time hours, in 2022 we
undertook a number of initiatives.
In the Netherlands, 24% of colleagues work
part-time hours, including technicians, customer
Diversity, equality & inclusion (DE&I)
Investing in our colleagues’ careers
Recruitment and flexible working
The second part is focused on identifying
unconscious bias in ourselves and how to
mitigate and avoid these biases. With more
than 50 trainers across the organisation
trained in facilitating the course, we have
deployed this globally to almost 2,000 senior
managers. Delivery of the training course
continues to expand in 2023.
The Equity Index 2022/23, produced by Lead
5050, a cross-industry accreditation
organisation which uses official data on
gender pay gap for more than 10,000
companies and organisations, found that
During the year, the Company initiated a
Global Career Coaching Programme with
71 colleagues volunteering and trained to
become career coaches.
U+, our in-house ‘university’, delivers online
courses and face-to-face programmes, as well
as compliance and induction programmes.
Content is available in more than 30
languages.
Following the introduction of a new platform
for U+ in 2022, a total increase of 92,794
training completions were delivered – an
increase of 34.5% year on year. Almost 1.5
million pieces of training were completed.
During the year, our in-house team produced
more than 500 pieces of content covering
topics such as health and safety, customer
care, regulation, technical training and sales.
among the FTSE 100, Rentokil Initial was
placed 9th overall.
DE&I in Rentokil Initial
A
13,315 (23%) of colleagues are female and
45,277 (77%) are male.
A
45 (29%) of our senior leaders are female
and 112 (71%) are male.
A
3 (33%) of our Board directors are female
and 6 (66%) are male.
A
33% of colleagues in our senior leaders’
succession plans are female. This
represents a year on year increase of 7% in
our regions and of 12% in our functions.
care and support staff. 50% of technicians
working part-time are on the Company’s Senior
Scheme – an option to reduce hours from the
age of 57, retaining expertise and experience
in the business.
In our UK operations, flexible working has
opened the door to a new way of working,
with 90% of colleagues moving to a flexible
working contract whereby they can start or
finish their day early or later to suit their needs,
subject to customer requirements:
A
87% of UK colleagues opted to work a
non-standard (i.e. not 9-5pm) working
schedule.
A
More than 50% of colleagues were looking
to start and finish their working day earlier.
A
Colleagues can work fewer hours during a
day, week, or month and make up those
hours during the following period (or vice
versa).
c.
500
managers completed
the ‘Leading the RI Way’
development
programme in 2022
61
%
of our new senior
leaders (work level 4+)
appointed in 2022 were
internal appointments
Rentokil Initial plc
Annual Report 2022
51
Corporate Governance
Financial Statements
Other Information
Strategic Report
State of Service
95.9
%
(2021: 92.9%)
Trustpilot score
90
%
5-star reviews for Rentokil and
Initial in the UK, from more than
17,000 customer reviews
Customer satisfaction
44.6
strong Net Promoter Score
maintained across the Group
PestConnect
c.
290,000
units in customer premises, an
increase of 24% year on year
Innovation, particularly in Pest Control and
Hygiene, is an integral part of our culture, not
only to provide our customers with the best
products and services possible, but also to
ensure our operations are conducted using
ever more sustainable methods.
Innovation projects are mainly generated
in-house, through our Science and Innovation
Lumnia
Our innovative Lumnia LED fly control range
continues to offer a more energy-efficient
alternative to traditional fluorescent tube
systems (by c.62%). To date, more than
350,000 Lumnia units have been installed,
up by 8% year on year, delivering energy
usage and carbon emissions reductions
for our customers.
Flexi Armour
2022 has seen the launch of Flexi Armour,
a range of rodent-proofing barrier
products. This innovation enables our
technicians to seal gaps with resilient
resin, allowing the expansion joints to
continue to flex while stopping rodents
from gaining access.
Entotherm heat treatment
A chemical-free method of pest control
that is effective through the targeted
application of heat against most types
of pest insects, such as bed bugs,
cockroaches and wood-boring insects.
It eliminates the different life stages of
insects (egg, larva and adult) in just one
treatment.
Please see page 54 for further
information.
Eradico
Eradico, our new global rodent bait station,
has been produced from recycled polymer
and can be used with different types of
solutions, including our connected products.
On-Site Servicing
Strict standard operating procedures for the
On-Site Servicing (OSS) of our sanitary waste
units mitigates the spread of germs and
bacteria, in a hygienic and professional way.
OSS also has environmental benefits versus a
depot-washing of the bins, including: water
and electricity savings, and reduced transport
CO₂ emissions (in Australia, The Carbon Trust
calculated a 24% saving).
Leading in innovation and digital
Service and innovation for customers
team or as a result of insights gained from our
businesses around the world. Other projects
are initiated as a collaboration with external
partners, who bring their own specialised
expertise to a project. Our partners engage
with our scientific and technical teams to turn
ideas into new and exciting solutions to meet
customer needs now and in the future.
We have an established system in place to
enable colleagues from across the business to
approach our Marketing & Innovation (M&I)
team with innovative concept ideas. The M&I
team then works alongside these colleagues
to help bring promising proposals to life. We
have a strong innovation pipeline with 100%
of projects in process being sustainable,
non-toxic or digital.
Sustainable
Rentokil Initial offers a range of services and
products that support our customers to
achieve their own sustainability objectives:
Non-toxic
In pest control, before any treatment is
considered, we survey the premises and
consider barriers, such as proofing and
exclusion materials under doors or in gaps
next to pipes, that might solve the pest
problem. We also have a range of
non-toxic solutions, such as the use of
heat treatments, rather than traditional
chemicals, for the control of pests.
Scan me!
Video: Find out more
about Eradico
Responsible Business
continued
52
Rentokil Initial plc
Annual Report 2022
PestConnect
Operates inside customer premises to offer
24/7 monitoring and therefore more effective
control of rodents; saving customers time
and money dealing with costly infestations.
To date, 290,000 units have been installed in
customer premises, a 24% increase year on
year. PestConnect has reduced the use of
rodenticide at Tesco stores and warehouses
by c.40%.
Command Centre
Brings together the data from our
PestConnect devices in the field. In 2022, our
robust digital network carried 325 million
status messages from devices in the field.
Cloud-based data storage and our own
visualisation tools ensure that we can support
customers with the highest standard of pest
control data analysis. During the year, we also
piloted the use of digital camera technology
and AI recognition software to remotely
monitor rodent activity.
Digital
Rentokil Initial uses digital technology
to set new standards in the protection
of people from the risks of pest-borne
disease and illness. This is a subscription
service for commercial customers such
as food producers.
In 2022, we developed Mission Sustainable
– our creative platform to talk to our
customers worldwide about our
environmental commitments delivered
through our operations and services. This
includes five core pledges where we will
demonstrate how we are on a journey to find
better ways to protect people, enhance lives
and preserve our planet in line with our
mission:
A
Embrace more non-toxic solutions
– to
find better ways to prevent, detect and
target infestations, using non-toxic
treatments wherever possible.
A
Make a difference with every innovation
– to deliver our services and design every
new innovation we bring to market with
sustainability firmly in mind.
A
Live, breathe and act sustainably
– to look
at all aspects of our operations, workplaces
and supply chain, working with our people
to build a culture of sustainability,
proactively taking measures to reduce our
emissions.
A
Reduce, reuse, recycle
– to measure and
reduce the waste we generate that goes to
landfill and incineration to zero, while
increasing the use of recycled materials in
our products and across our operations.
A
Partner to preserve the planet
– to build
long-term partnerships that support greater
biodiversity and positively benefit the
environment for future generations.
Mission Sustainable will roll out in 2023, with
each country or region having specific proof
points and initiatives.
78
%
of food processing/
manufacturing firms say
it is important for a pest
control provider to offer
sustainable solutions
84
%
of food retailers say it
is important for a pest
control provider to offer
sustainable solutions
Source: Rentokil Commercial
Business Pest Control Research
Rentokil Initial plc
Annual Report 2022
53
Corporate Governance
Financial Statements
Other Information
Strategic Report
Sustainable
solutions
Chemicals
Consumables
Hardware
100
%
Eradico is made from 100%
recycled polymer
Chemicals
In pest control, the use of chemicals is not our
first thought. Before any treatment is
considered we survey the premises and
consider barriers, such as proofing and
exclusion materials under doors or in gaps
next to pipes that might solve the pest
problem. We then have a range of non-toxic or
sustainable solutions, such as the use of heat
treatments, rather than traditional chemicals,
for the control of bed bugs and insects.
In 2022, we continued to evaluate alternatives
for the chemicals used in fumigations, while
ensuring quality of service is maintained.
Regional reduction paths have been agreed
across the Group. These changes are
dependent upon local regulations regarding
fumigation treatments and we shall continue
to work with local authorities in this area.
We have committed to a 70% reduction in
emissions from fumigations by 2030.
Our strategy is based around the three Rs:
Replace, to always use non-chemical methods
such as heat treatment wherever possible;
Reduce, minimising the space required to be
treated and improving monitoring; and
Recapture, using experimental setups and
filtration trials.
Rodenticide reduction
In Sweden, we have implemented a
rodenticide reduction project. Since 2019,
annual rodenticide use has decreased from
around 1,500 kg to less than 500kg in
2022.
Eradico
Eradico is an industry-leading solution that
is sustainable and secure, and can be used
together with a variety of traps, non-toxic
and digital solutions. When used with bait,
Eradico minimises the risk of non-target
animals coming into contact with the
rodenticide, while attracting rodents inside.
Consumables
We continue to work towards our goal of all
hygiene paper products holding recognised
environmental accreditations (FSC for virgin
fibre, EU Flower or equivalent for recycled) by
2025. Having set a target of +90% by the end
of 2022, we are pleased to confirm that we
reached c.96% by the year end.
Hardware
In addition to reducing the emissions and
waste produced by our operations, our
industry-leading centre for science and
innovation, the Power Centre, has 100% of
projects within the innovation pipeline as
sustainable. We focus on three main areas:
non-toxic, sustainable and digital.
Fumigation-derived CO
2
e emissions
Around the world, several of our operations
provide customers with fumigation services
that use sulphuryl fluoride (SF) as the
fumigant. This is broadly split into two
parts:
A
Biosecurity
– quarantine fumigation of
items such as machinery being shipped
internationally. The use of SF is specified
as a treatment by some destination
countries to prevent the spread of
invasive pests, ensuring the biosecurity
of the country of entry and is an essential
service to support international trade.
A
Buildings
– the treatment of buildings in
Europe, the USA, Caribbean and Pacific
regions for termites to prevent structural
damage, or for the control of pests in
food processing facilities, such as mills,
to prevent the damage and
contamination of food products.
Terminix provides similar fumigation
services in North America, which we will
measure and report alongside our own
figures.
Rentokil Initial targets a 70% reduction
in fumigation-related CO
2
equivalent
emissions by the end of 2030 and
continues to target the full transition
to net zero by 2040.
There is no change in these targets as
a result of the Terminix acquisition.
We continue to evaluate alternative
fumigation products and seek country
registration. One highly effective
alternative under trial offers a significant
reduction in CO
2
e emissions compared
with traditional fumigation products.
Trials and the process for country
registrations will continue in 2023,
however, we recognise that the process
to achieve full product approval, for each
market, can take several years.
We are also introducing new ways to
reduce the level of fumigation gas required
in buildings, for instance, using industrial
balloons which reduce the space required
to be fumigated.
Soap reformulation
Following 12 months of reformulation work,
our washroom soap range is Ecolabel,
Halal and Vegan certified to meet the
varying needs of customers.
Emissions
12.5
%
reduction in our five-year
emissions index
Our journey to net zero
Environment
Emissions target
9.6
%
towards our 20% target for emissions
efficiency by end of 2025
Fleet transition
c.
5
%
of our UK & European vehicles
are ultra low emission
Paper sourcing
c.
96
%
of Hygiene paper from sustainable
sources (target: 90% by end of 2022)
Responsible Business
continued
54
Rentokil Initial plc
Annual Report 2022
Sustainable
operations
Supply chain
Mobility
Waste
Sustainable
workplace
Properties
Culture
2020
75
2021
177
2022
397
Waste
Rentokil Initial is committed to reducing the
environmental impact from waste, including
the waste collected from customers through
its hygiene washroom operations.
During 2022, 75% of waste from our European
operations was disposed of via sustainable
means, in line with the European Waste
Codes. We continue to work to improve our
data collection around our waste disposal
across the Group.
In 2022, following successful field trials, we
have switched from using virgin plastic bin
liners in all our Hygiene units to an alternative
produced with 47.5% recycled material. We
estimate this will save around 2 tonnes of
virgin plastic annually. A further 0.5 tonnes of
plastic waste will be removed from landfill as
we change the packaging of our Reflection
dispenser range to being produced using only
100% recyclable tissue paper.
In France, we have been refurbishing
washroom hygiene units with a dedicated team
and workshop in place since 2017. Around
43,000 devices have been refurbished to date.
We have also established a Sustainability
Forum on Plastics to monitor our usage of
virgin plastics and initiate proposals to reduce
our consumption. As an example, we have
switched to using 30% recycled plastic in all
medical waste bags. This change means we
are certified by RecyClass and, we estimate,
saves 80 tonnes of virgin plastic annually.
Mobility
The implementation of our strategy to
transition our current fleet of vehicles to
ultra-low emissions vehicles (ULEVs) by 2040
is continuing to gain momentum, with 397
ultra-low emissions vehicles and 1,250 hybrid
vehicles in our fleet in 2022. In the UK and
Europe, c.5% of our fleet is ULEVs.
We are on track against our target to achieve
10% of our fleet to be ULEVs in the UK and
Europe by 2025, but we recognise that a lack
of electric charging infrastructure in some
countries, as well as a limited choice of large
Uruguay
In Uruguay, 30% of the fleet is now
composed of ULEVs, demonstrating a
commitment at an operational level to
deliver our plan.
Global ULEVs in fleet
ultra-low emissions vans currently on the
market, may slow the transition in some
markets. Terminix and Rentokil Initial have
similar types of vehicles and there is no
change in the transition plan. In 2022, a new
fleet provider was appointed for the combined
business in the USA (see page 87).
Our primary focus is evaluating and selecting
the lowest CO
2
e vehicle option based on
providing the right-sized vehicle and optimum
mileage requirements to provide our services.
This includes electric vehicles, plug-in hybrids
and then, where technology is not readily
available, non-plug-in hybrid products will
be used.
We now have a range of ULEVs across our
fleet including electric vehicles, plug-in hybrid
EVs, non-plug-in hybrids, e-motorbikes, hybrid
motor bikes and e-trikes. In 2022, all new
sedan and SUV replacements for our North
America operations will now be hybrid or
electric vehicles.
A state-of-the-art vehicle telematic system has
been implemented in 1,700 of our vehicles in
the UK, providing insight on route planning
and driver behaviours, supporting both safety
and the environment. Established metrics
provide the opportunity to recognise and
reward colleague performance, through
monthly incentive schemes.
Supply chain
The Company’s supply strategy is focused
on sustainability, and in ensuring that our
suppliers share our values and commitments
to high ESG standards. Our updated Supplier
Code expands the remit of the Environmental
section to include new sections on: quality of
products or services, zero tolerance of tax
evasion and protecting personal data. The
Supplier Code is available in 18 languages on
our website and is applicable to all suppliers.
Major sourcing decisions now have a
sustainability element; for instance, calculating
air, sea or road freight transport impact to
destination.
In all sourcing decisions, compliance with
Rentokil Initial ESG standards for a responsible
and sustainable business approach is used as
a go/no-go gate rather than as a weighting
factor for decision-making. In given situations,
supplier contracts will be terminated where a
supplier refuses to implement any remedial
action identified by the Company. All major
supply contracts include a clause requiring
compliance with the Supplier Code and
specific clauses on bribery, corruption and
modern slavery. Supplier audits are
undertaken as set out in our Modern Slavery
Statement, which is available on our website.
The environmental impact of sourcing options
is included in the criteria for the evaluation of
alternatives for the global supply of products.
Properties
Our approach to reducing our emissions from
purchased electricity is to introduce green
energy or renewable tariffs for our owned
buildings, with the focus on our top 20
countries. Renewable energy contracts in the
UK, Italy and the Pacific region have reduced
our carbon footprint by 1,737 tonnes in 2022.
In countries where renewable opportunities
are extremely limited, due to energy supply
arrangements and/or cost, our short-term
focus is on reducing energy consumption
through on-site options such as solar.
As well as focusing on energy efficiency at our
larger facilities, we are also prioritising energy
savings that we can make at a local level. These
include installation of LED lighting in branches
and warehouses, and new systems to switch off
lights, heating, and air conditioning, with
motion-sensors to switch off automatically.
Culture
We recognise that our ambitious net zero
target can only be achieved if our colleagues
are engaged and fully involved.
Questions around our environmental activities
are included in our Your Voice Counts
all-colleague survey, giving us a better
understanding of the views of our colleagues
on our commitments and efforts towards our
climate targets. In the most recent survey,
these questions found that among our
colleagues, 85% agreed that the Company
is making the right decisions to ensure we
operate as an environmentally friendly
business.
EcoVadis certificate
Thirteen of our businesses hold an
EcoVadis certificate. Ambius in France
holds Platinum accreditation.
LED lighting
Nine countries in Latin America and
the Caribbean have LED installation
over 90% complete.
Rentokil Initial plc
Annual Report 2022
55
Corporate Governance
Financial Statements
Other Information
Strategic Report
TCFD index
Our Task Force on Climate-related Financial Disclosures (TCFD) report 2022
Governance
Describe the Board’s oversight
of climate-related risks and
opportunities.
– Risk Management, page 68
– Governance, page 81 and 82
– Audit Committee Report,
pages 98 and 100
Describe management’s role
in assessing and managing
climate-related risks and
opportunities.
– Governance, page 89
– Audit Committee Report,
page 98
– Our Strategic Priorities,
page 21
Strategy
Describe the climate-related
risks and opportunities the
organisation has identified.
– TCFD, pages 56 to 60
Describe the impact of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy and financial planning.
– TCFD, pages 58 and 59
– Risk Management, page 68
– Audit Committee report,
page 98
Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower
scenario.
– Strategy, page 58
Risk Management
Describe the organisation’s
processes for identifying and
assessing climate-related risks.
– TCFD, pages 56 to 60
– Risk Management, page 68
Describe the organisation’s
processes for managing
climate-related risks.
– Risk Management, page 68
– Governance, page 89
– Audit Committee Report,
page 98
– TCFD, pages 56 and 60
Describe how processes for
identifying, assessing and
managing climate-related risks
are integrated into the
organisation’s overall risk
management.
– Risk Management, page 68
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.
– Metrics and targets, page 60
Disclose Scope 1, Scope 2,
and, if appropriate, Scope 3
GHG emissions, and the
related risks.
– Metrics and targets, page 60
Describe the targets used by
the organisation to manage
climate-related risks and
opportunities, and performance
against targets.
– Our transition to net zero,
page 59
– Our Strategic Priorities,
page 21
The journey to net zero emissions is not only
the right thing to do for society, but it is also
the right thing for our business. Our
stakeholders, particularly our colleagues,
support our environmental ambitions.
Over the past decade, we have met our
targets for 10% (2011–15) and further 20%
(2016–19) carbon efficiency improvements
and, in 2020, we committed to achieving net
zero emissions from our operations by the end
of 2040.
The Task Force on Climate-related Financial
Disclosures (TCFD) recommendations set an
important framework for understanding and
analysing climate-related risks, and we are
committed to regular, transparent reporting
to help communicate and track our progress.
The information set out on pages 56 to 60
aims to provide key climate-related information
and cross-references to where additional
information can be found.
In this context, we have considered our
‘comply or explain’ obligation under the UK’s
Financial Conduct Authority’s Listing Rules,
and confirm that we have made disclosures
consistent with the TCFD recommendations,
and we have included these disclosures in this
report on the pages set out below.
In 2022, we have reinforced our governance
around environmental and climate-related
risks and opportunities. The Environment
Steering Team is now made up of the
Executive Leadership Team as well as
Workstream Leaders, which meets at least
twice per year.
Our focus is to implement, embed and track
progress at an operational level in each
country against our plan to achieve net zero by
the end of 2040.
During the year, we acquired 52 small, local
acquisitions, and we completed the
transaction to bring together our pest control
operations with Terminix, predominantly in
North America. This has increased our
absolute carbon footprint but does not change
our 2040 net zero target. We recognise that
with such an increase in our operational
footprint that this is a stretching target, but we
believe it is the right thing to do.
Governance
The Board has responsibility for oversight of
the long-term climate change strategy of the
Group, including considering climate-related
issues, investments, opportunities and risks.
Safety, Health and Environment remains a core
component on every Board agenda.
In addition, the Board holds separate sessions
to challenge and analyse different aspects of
our plan and actions being taken, including
our progress towards net zero through the
transition to ultra-low emission vehicles and
implementing new more sustainable services.
Our Chief Executive has overall responsibility
for environmental, social and governance
(ESG) matters and our operationally focused
response to the risks and opportunities of
climate change. Responsibility for the delivery
of our climate change plans is integrated into
roles and responsibilities of senior managers,
including: marketing & innovation, supply
chain, procurement, and, in particular, our
country and regional leadership teams.
Our regions have developed sustainability
initiatives in line with our overall net zero
target. The Chief Executive’s monthly
performance reviews with each region
includes progress against their
sustainability plans.
The Group’s Executive Leadership Team (ELT)
and Group Leadership Forum (GLF) meetings
have Environment as the third item on the
agenda (following Safety and People). The
vehicle emissions intensity for our 20 largest
operations are presented to the ELT and GLF.
This tracks the vehicle fuel efficiency
performance for each country against the prior
year, per thousand litres of fuel used, per
million of revenue in local currency.
In 2022, we began to develop our new
environment reporting system for a phased
roll-out in 2023, starting with fuel and energy.
The system will be consistent in our branches,
countries and regions – supporting our branch
up approach and ensuring the business is well
placed to meet future regulatory requirements.
Our Group Risk Committee considers the risk
framework, including key and emerging risks.
This Committee sits within our governance
framework as set out on pages 64 and 80.
Copies of the minutes of the Group Risk
Committee are provided to the Audit
Committee.
Responsible Business
continued
56
Rentokil Initial plc
Annual Report 2022
Our Corporate Compliance curriculum is
mandatory training for all managers within
60 days of hire, or promotion to WL3. This
includes Code of Conduct training, which
reinforces the Company’s commitments and
responsibilities.
Executive reward is linked to our
environmental, social and governance
priorities through the performance share plan
awards, which are measured against seven
performance conditions including: Sales and
Service colleague retention, customer
satisfaction, and vehicle fuel intensity.
To support the implementation of our
environmental plan we have created working
Strategy
In 2020, we developed a business-wide
operational approach to climate-related
environmental sustainability and 2022 has
seen us continue the execution of our
ambitious plan. This is fully aligned with our
business strategy and operations, has clear
deliverables, and is one of the ways in which
we deliver with impact our social purpose of
Protecting People, Enhancing Lives and
Preserving our Planet.
We believe that our goal to be at net zero
emissions from all our operations by the end
of 2040 is a bold and stretching target,
particularly given the recent Terminix
acquisition. However, encouragingly, the
Terminix business has similar services,
properties and fleet makeup and so does not
change our environmental goal.
parties around some of the key areas of our
approach, including:
A
Global Sustainability Mobility Forum
– meets bi-annually, with global colleagues
engaged on case study sharing of best
practice, providing updates on electric
vehicle readiness and product deployment
strategies; and
A
Sustainability Forum for Plastics
– a
Company-wide body working to develop
and implement plans to reduce the usage
of virgin plastic products throughout our
business; it shares ideas and knowledge
both internally and with suppliers to
encourage them to reduce their own plastic
consumption.
Engagement with our key stakeholders,
particularly colleagues, customers, suppliers,
shareholders and analysts, about our
environmental plan, progress and targets,
continued throughout 2022 and we welcome
opportunities to discuss and review.
For more details on our Governance
Framework, see pages 80 to 82, including the
Board’s oversight of sustainability throughout
2022.
Our plan, which is being delivered through our
country operations, is built on three pillars:
Sustainable solutions, Sustainable operations
and Sustainable workplace, underpinned by
eight workstreams, with specific actions and
individual short to medium-term targets.
In developing the plan and associated targets,
we took account of potential risks and
opportunities such as changing customer and
societal expectations for non-toxic and more
sustainable services, and additional city
charging zones. Hence the development of
the Chemicals, Consumables, Hardware and
Mobility workstreams within our plan, outlined
below, in particular.
We recognise that the successful execution of
this plan may minimise future risks. Our plan is
supported by a robust commitment to
stakeholder engagement.
See pages 65 to 69 for more details on
principal risks which outline the impact of
climate-related risks: failure to grow our
business profitably in a changing
macroeconomic environment and failure to
develop products and services that are
tailored and relevant to local markets and
market conditions (transitional risk); and failure
to ensure business continuity in case of a
material incident (physical risk).
See our Viability Statement on page 70 which
addresses the impact of climate change on the
business model, and page 149 for the
consideration of climate change in the context
of the financial statements.
See page 98 for the consideration of climate
risks and reporting by the Audit Committee,
which acknowledges the physical impact of
climate change, and page 100 which notes
that management expressly considered the
new guidance issued by the FRC in July 2022
entitled ‘CRR Thematic review of TCFD
disclosures and climate in the financial
statements’.
Overarching
long-term goal:
Rentokil Initial
will have net
zero carbon
emissions from
its operations
by the end
of 2040
Pacific
Asia
& MENAT
UK &
Sub-Saharan
Africa
Europe
(incl. LATAM)
North
America
Local and
regional
activities
Creating value for
our stakeholders:
Colleagues
Customers
Shareholders
Communities
Suppliers
Sustainable
solutions
Chemicals
Consumables
Hardware
Sustainable
operations
Supply chain
Mobility
Waste
Sustainable
workplace
Properties
Culture
Executed throughout
all global operations
Activity specific to
individual territories
but all supporting the
overarching goal
Three areas of
specific action,
supported by targets
(see page 59)
Eight workstreams
– managing risks and
opportunities with
the local operations
Rentokil Initial plc
Annual Report 2022
57
Corporate Governance
Financial Statements
Other Information
Strategic Report
SHORT-TERM
PHYSICAL RISK
MEDIUM-TERM
LONG-TERM
SHORT-TERM
TRANSITION RISK
MEDIUM-TERM
LONG-TERM
A
The fleet of vehicles we have today
are typically internal combustion
engine-powered. We have begun to
transition to ULEVs in several countries and
good progress has been made, with the
number of ULEVs up to 397 in 2022 (2021:
177). In the UK and Europe, c.5% of our fleet
is ULEVs. If we were to move fully to ULEVs
today, this would have an impact on cost
and productivity; however, our fleet lease
commitments are relatively short term,
meaning we have a decade for vehicle
technology to develop in order to solve
current challenges.
Climate-related risk
management
Climate-related risks are identified and
analysed by our operational and functional
teams. For example, our supply chain and
procurement teams identify risks relating
to the resilience of supply and access to
materials, while our country and product
regulatory teams identify risks related to
new laws and regulations.
Risks and opportunities are discussed at the
relevant Boards – Category Boards, as well as
the Executive Leadership Team and the Board
of Directors. Annually, we update the Audit
Committee on any changes in the assessment of
climate change, physical, societal, or legislative
impacts on the assets and trading of the Group.
Physical risks
A
The Company has a very disaggregated
customer base, both geographically and
across many sectors, with low average
contract values. Therefore, we are not
exposed to significant climate change risks
in our customer base over the short to
medium term.
A
We do not see a material risk in the types of
inventory we use being impacted by climate
change physical events. There is a risk that
storage of our physical inventories could be
impacted; however, the vast majority of
stock holding locations are small and
immaterial. Stocks typically are held locally,
close to technicians who use the stocks.
A
The Group’s cost base is predominantly
colleague-based and not dependent on
significant assets (e.g. large manufacturing
plants) or complicated supply chains.
A
Most of the assets used for generating
revenue (equipment for rental) are low value
assets from a few pounds each up to a few
hundred pounds. The geographical spread of
these assets means that we do not face the
risk of physical events, such as floods or
wildfires, destroying material value assets.
Physical risks are unlikely to result in a material
risk to asset valuation at a Group level due to
distribution of properties across the globe.
In 2021, we commissioned specialist
organisation, Verisk Maplecroft, to conduct
an assessment to help the Company to
understand different scenario analyses, based
on two material Metropolitan Statistical Areas
in the USA (New York and Los Angeles). This
included specific reviews of each of the 33
facilities located within them.
This study adopted a data-driven approach to
identify and analyse the most material physical
climate risks facing our operations in the two
areas and how those risks may manifest
differently under three emissions scenarios
through to 2100. The physical risk survey was
conducted across 16 climate risk areas, both
acute and chronic.
A
Acute risks are typically high magnitude/
severity events that occur over a short
period of time.
A
Chronic hazards are those that typically
occur over a prolonged period of time.
The study identified risks and how those risks
may manifest differently under emissions
scenarios to 2045 (representing average
conditions projected for 2031–2060):
RCP2.6, RCP4.5 and RCP8.5. These RCPs
(representative concentration pathways)
represent three potential trajectories of global
emissions set by the IPCC. The pathways
describe different climate futures.
The results reinforced that the risk to the wider
business was localised, with most properties and
customer bases not being at direct risk. It found
that the majority of risk, such as the increased
threat of heat stress, would fall on colleagues,
and will require the Company to provide
mitigations in support of colleagues in the field.
Such mitigation measures are already in place
in those areas we operate that are already at
risk of extreme weather events. For example,
our colleagues in the Middle East are
scheduled not to work between noon and
2pm during summer months, and in Australia
we have issued workwear uniforms made of
lighter weight fabrics with specialist cooling
technology.
The conclusions have supported the Group
in preparing similar measures that could be
introduced elsewhere across the globe as
required.
Our analysis and conclusions remain current
for this reporting period and materiality is
unchanged.
In addition to this external study, an internal
climate change report analysing the potential
risks to the wider Company was produced in
2021. This study found minimal to moderate
risk to the Company as an ongoing venture,
with any potential effects having little
disruption to our global operations.
Transition risks
A
Our transition risks include the possibility of
increased or changing legislation around the
effects of climate change, in the fields of
worker safety, vehicle usage and property
maintenance. Rentokil Initial will continue to
monitor any such changes to ensure we
continue to remain fully compliant with all
local, regional and national regulations. It is
possible that over time legislative (e.g. carbon
pricing) or societal changes will impact our
customers and the sectors that they
operate in.
Responsible Business
continued
Note: Short-term is up to three years; medium-term
is four to 10 years; long-term is 10 years plus.
Overall, our analysis demonstrates that the
Group is not materially exposed to climate
change events in the short to medium term,
due to its disaggregated nature, including
following the acquisition of Terminix.
Longer term risks require further analysis
as data becomes available.
The Group has a plan to get to net zero
emissions by 2040. Our steps to achieve net
zero emissions are stretching, but we believe
they are achievable within the timelines with
no material adverse impacts on assets,
liabilities, or profitability and cash flow
over time.
For more details on strategy and the
consideration of risk, please see page 57.
Climate-related opportunities
Rentokil Initial continues to develop non-toxic
and sustainable solutions such as RADAR for
rodent control and Lumnia for flying insect
control. We see the opportunity to differentiate
our services as sustainable pest control and
hygiene and wellbeing services will become of
greater importance to customers of all sizes.
As the global leader in pest control and
hygiene and wellbeing services, there are
also opportunities which may arise from the
changes occurring with a warming planet.
A
Increasing urbanisation and the proximity
to pests will likely increase demand for our
services.
A
Longer, warmer breeding seasons will be
advantageous to insects and rodents, and
warmer temperatures in winter will likely
also see lower pest mortality rates.
A
We are already seeing insects move into
regions they have previously not had a
presence because of the changing
environment.
58
Rentokil Initial plc
Annual Report 2022
The University of Hawaii has identified climate
change as a major threat to global health
security. On top of increasing global urbanisation
and mobility, climate change provides more
opportunities for emerging diseases and new
infections to spread. The study concluded that
the effects of climate change are making more
than half of infectious diseases worse.
Greater floods and increasing temperatures
provide ideal conditions for the propagation
of insects, with studies predicting disease-
carrying mosquitoes will continue to spread if
global emissions do not fall. This spread has
already led to appearances of dengue fever
in the highlands of Africa, Asia, and Latin
America, where it had previously been unseen.
In the US, VDCI, our vector control company,
supports public sector mosquito abatement
programmes. VDCI is also a leading provider
of emergency response mosquito control
services after major flood events or increased
mosquito-borne disease activity.
Net zero transition plan
Our pathway to net zero by the end of 2040
is built around three core pillars and eight
workstreams, with climate-related milestone
targets in 2025 and 2030.
Key elements of the plan include our
transition to a low-emission fleet, the
reduction in our energy emissions through
the transition to renewable property
electricity, and reduction in emissions from
the use of chemicals, each of which are
under way and detailed in this report.
We have owned the Terminix business since
12 October 2022 and it will be incorporated
into our net zero transition plans. We will
measure our combined footprint and provide
details in our 2023 Annual Report. We
provide separate guidance on Terminix’s
emissions on page 60.
Illustration: Journey to net zero – fumigation, vehicles and energy
net
zero
Net zero by 2040 target
established
New emissions intensity
target – 20% reduction
by the end of 2025
Good progress. Emissions
intensity reduced by 9.6%
against 20% target by the
end of 2025 target
Good progress – fleet
transition in UK and Europe;
more sustainable fumigation
service trials underway
Acquisition of Terminix
with c.$2bn revenues
and 52 bolt-on acquisitions
No change to 2040
net zero target
Target: Reduce our
emissions intensity by 20%
by the end of 2025
Target: 10% Europe & UK
fleet to be ULEVs
Target: 100% fleet is
ULEVs. US completes
roll-out
Target: Net zero
operations
Any residual emissions
are offset
Transition plans under
way in countries
First renewable energy
contracts introduced
Strong support from
colleagues for our new
environment plan
52 bolt-on acquisitions
with £146.6m revenues
New environment
management system
to be introduced
Terminix integrated into
our transition plan and
reporting
Target: 90% of properties
using renewable energy
Target: 100% EU and
UK fleet to be ULEVs
Target: c.70% reduction
emissions from fumigation
2020
2021
2022
2023
2025
2030
2040
Environmental accreditation
By the end of 2023, critical suppliers
will have environmental accreditation
such as ISO 14001, EcoVadis, or our own
environmental accreditation (particularly in
some markets such as Asia where external
accreditation is limited). To achieve our
entry level (bronze), suppliers must have
an environmental policy, comply with local
environmental requirements and have
defined targets for improvement.
In its review of the public health impact in
2022, it found that West Nile continues to be
the deadliest mosquito-borne disease in the
continental US. First reported in 1999, the virus
is now considered endemic by public health
authorities in most areas (2022 USA: 1,035
human cases; 79 deaths).
At our UK-based innovation centre, we have
introduced a blood room to house our
mosquitoes and build our insight into this
opportunity. We currently have Anopheles
gambiae, Culex quinquefasciatus and Aedes
aegypti. These represent the three genera
which are of public health interest, with Aedes
and Culex mosquitoes representing of more
importance to us as they’re more suited to
urban environments. A new innovation centre
will be opened in the US in 2023, focused on
residential pest control and termite control.
We are at the forefront of mitigating the
effect of pests across the globe, supporting
our customers and local communities to
minimise the impacts on their businesses
and public health, a position that will only be
strengthened with the integration of Terminix.
Rentokil Initial plc
Annual Report 2022
59
Corporate Governance
Financial Statements
Other Information
Strategic Report
Terminix
Absolute values of energy and fuel derived emissions – tonnes of CO
2
e
Type of scope
2022
Q4 2022
(acquired 12/10/22)
Total Scope 1
95,708
19,609
Total Scope 2
5,728
1,263
Total Scope 3
27,152
5,564
Total outside scope
3,597
736
Total – all scopes and outside
scopes (Location-based)
132,185
27,172
Scope 1 – emissions from Terminix’s vehicles and the operation of their
facilities, with the majority of emissions derived from the use of petrol across
their fleet, with a small amount of gas, propane and diesel.
Scope 2 – emissions are derived from the purchase of electricity.
Scope 3 – includes emissions in relation to their properties and vehicles,
Transmission & Distribution, and WTT.
As Terminix was acquired on the 12 October 2022, the month of October
was split evenly across its 31 days, with the 20 days post-acquisition being
included with the full months of November and December. For those
emissions sources where monthly data was not available (gas, propane and
electricity) the annual figure was split evenly across the 12 months, with the
same method as above being subsequently applied to October.
Some facilities, representing less than 5% of Terminix locations, did not have
complete data available and as such are omitted from the figures above.
We will look to including these locations in our reporting as we integrate
Terminix into our existing reporting systems.
Rentokil Initial: UK and global energy consumption
Since 2018, we have also reported our energy consumption and the
UK operations’ percentage. In 2022, global energy consumption was
932,185 MWh, with the UK representing 8.2%.
Energy
MWh
2022
2021
2020
Source of
energy
Group
UK and
offshore
Group
UK and
offshore
Group
UK and
offshore
Direct GHG
emissions
878,055
71,800
811,963
77,601 744,402
82,350
Indirect
GHG
emissions
54,130
4,903
47,236
5,377
47,366
4,194
Totals
932,185
76,703
859,199
82,978
791,768
86,544
Our total energy consumption is calculated using electricity purchased (MWh)
and fuel volumes converted to MWh using the UK government GHG
conversion factors for company reporting. Direct GHG emissions relate to the
combustion of fuel and the operation of any facility. Indirect GHG emissions
relate to the purchase of electricity, heat, steam or cooling.
The table above represents energy consumption within Rentokil Initial,
exclusive of the new Terminix acquisition. Energy consumption from Terminix
post-acquisition amounts to 90,314 MWh; all energy is related to North
America.
Fumigation services
Around the world, some of our operations provide customers with
fumigation services that use sulfuryl fluoride (SF) as the fumigant. The
use of SF is specified as a treatment by some destination countries to
prevent the spread of invasive pests, and also in the treatment of
termites to prevent structural damage to buildings. This accounts for a
small percentage of our revenues and we are committed to finding
alternative, more sustainable solutions, in line with our net zero by 2040
target (see pages 54 and 59).
Emissions equivalent from the use of SF were 919,184 tonnes in 2022
(2021: 792,744; 2020: 814,700; 2019: 548,449). This increase was due to
continuing growth in customer demand, as well as new acquisitions in
this sector. We nonetheless remain committed to our reduction strategy
and continue to use fumigation treatments only when alternative
solutions are unavailable.
Terminix also provides similar fumigation services in North America.
Emissions equivalent from the period post-acquisition from the use of
SF were 107,941 tonnes, with a total of 612,261 tonnes across the whole
of 2022.
Responsible Business
continued
Climate-related metrics and targets
Rentokil Initial has published its emissions data for 18 years and
continues to improve the quality and range of its environmental
reporting.
Our GHG emissions are derived from the use of energy in our properties
and vehicles and through the use of chemicals in pest-related
fumigation projects. Our absolute values of tonnes of CO
2
e are reported
in line with the GHG Protocol Corporate Accounting and Reporting
standard (revised edition), using UK government conversion factors for
GHG reporting and International Energy Agency conversion factors for
non-UK electricity.
We first set an emissions target in 2012 of a 10% reduction in our
emissions intensity index by 2016, which was achieved in 2015. Then,
using 2015 data as the baseline, we set a five-year emissions target to
achieve a 20% reduction in this intensity index by the end of 2020,
which we achieved a year early.
In 2020, we set a new target to improve the emissions intensity index by
a further 20% by the end of 2025 (using 2019 data as the baseline). As of
the end of 2022, we had improved by 9.6% towards this target, factoring
in the increase in absolute emissions following the integration of
Terminix.
Over five years, our emissions efficiency shows a 12.52% improvement.
Index of (CO
2
e) emissions per £m revenue
Five-year intensity
index
2022
2021
2020
2019
2018
87.48
92.27
92.61
101.13
100
Index of CO
2
e emissions is calculated as an index of kilogrammes per £m
revenue on a CER basis, providing an accurate like-for-like performance
comparison, removing the variables of currency, divestments and acquisitions.
Rentokil Initial
(excluding Terminix, including bolt-on M&A)
Absolute values of energy and fuel derived emissions – tonnes of CO
2
e
Type of scope
2022
2021
2020
2019
2018
Total Scope 1
200,102
184,438
170,655
176,599
160,024
Total Scope 2
16,655
15,664
15,665
17,375
16,667
Total Scope 3
52,254
48,280
43,265
44,091
40,259
Total outside scope
7,312
7,299
5,787
5,122
5,238
Total – all scopes
and outside scopes
(Location-based)
276,323
255,681 235,372
243,187
222,188
Total Scope 2
Market-based
emission reduction
(1,737)
(1,292)
Total – all scopes
and outside scopes
(Market-based)
274,586
254,389 235,372
243,187
222,188
Scope 1 – emissions from our vehicles and the operation of our facilities, with
the majority of emissions derived from the use of petrol and diesel across our
fleet, with a small amount of gas, fuel oil, LPG and aviation fuels.
Scope 2 – emissions derived from the purchase of electricity. This has been
split between Location- and Market-based to account for those operations
switching to green and renewable tariffs. Slight changes to prior-year figures
are due to updates in the IEA conversion factors.
Scope 3 – includes emissions in relation to our properties and vehicles,
Transmission & Distribution, and Well-to-Tank (WTT). Slight changes to
prior-year figures are due to updates in the International Energy Agency (IEA)
conversion factors.
Total outside scope – biogenic emissions.
Total – all scopes and outside scopes – consolidation of all the above scopes
with no emissions deducted for renewables, to allow for direct comparisons
across the five years.
Market-based emissions (deductions) – emissions deducted under the
renewable electricity contracts we have implemented in the UK, Italy,
Australia and New Zealand.
Absolute emissions in 2022 from Scope 1 & 2 were 216,757 tonnes CO
2
e,
with the UK constituting 8.0%.
60
Rentokil Initial plc
Annual Report 2022
Communities
Living our values
Our approach to charitable and community
support is in line with our core social purpose
– to Protect People, Enhance Lives and
Preserve our Planet. We also aim to make a
meaningful contribution to the local economy
and to support communities where we
operate.
In 2022, we were proud to see the ongoing
efforts of our colleagues, demonstrating our
values and culture in support of their local
communities and charities.
Rentokil Initial Cares (RI Cares) is our
charitable and community programme which
works alongside colleagues’ own efforts
locally, as well as national and global
initiatives. It supports charities and good
causes which have a significant impact in
many parts of the world, such as protecting
families from the threat of malaria in Africa
(Malaria No More UK) and reducing
deforestation in the Pacific and Peru (Cool
Earth).
This innovative programme was launched in
2019 and uses the Company’s unclaimed
shares and dividends to support our partner
charities with a network of local ambassadors
coordinating and championing the
programme.
In 2021, we committed to a donation of £10 to
Cool Earth for each shareholder that went
paperless during the year. A total of 314
shareholders have indeed chosen to go
paperless in 2022 and therefore we will be
making a donation of £3,140 to Cool Earth on
their behalf.
Terminix continued to support local and
national programmes across the US in 2022,
promoting education, the environment and
organisations serving vulnerable populations
through its Terminix Cares foundation.
Long-standing partners include: Habitat for
Humanity, Junior Achievement, Audubon
Nature Institute, National Civil Rights Museum,
Operation Standdown, the Make-A-Wish
Foundation and the American Red Cross.
On the day of completion of the Terminix
acquisition, colleagues across North America
attended celebratory branch meetings to be
briefed about the deal. As part of this, rather
than provide branded items to colleagues, the
Company announced donations of $200,000
to St. Jude Children’s Cancer Hospital in
Memphis and $25,000 to Second Harvest in
Canada – meaning the first action taken by the
merged companies was to help others. The
response from colleagues was outstanding.
In 2022, Rentokil Initial donated £998,000 to
charities and good causes (2021: £361,000).
Beyond our key charity partnerships, over the
past three years, we have supported
colleagues in those countries badly impacted
by COVID-19 without significant governmental
support available.
In 2020, we established the COVID Colleague
Emergency Support Fund. This was created
using funds from RI Cares alongside a salary
waiver by the Chief Executive of 65% of his Q2
2020 salary together with salary or Director’s
fees waivers by several of the Board and a
number of senior managers.
A total of c.£450,000 was raised with
c.£174,000 donated in 2020 and c.£200,000
in 2021 to address the hardship of colleagues,
principally in South Africa, India, Indonesia and
Vietnam. In 2022, we donated the final monies
to establish a literacy programme for 3,000
technicians in India.
Total charitable donations
£
998,000
(2021: £361,000), excludes
donations in kind
UNICEF Ukraine Appeal
£
100,000
Supporting families
RI Cares
£
444,000
Matching colleagues’ own charitable efforts,
local communities and disaster relief
The continuation of our partnership with Cool
Earth, helping to support communities in the
rainforests of Papua New Guinea, Cameroon,
Mozambique and Peru, to protect 42,000 hectares
of land containing 21,625,920 trees, storing more
than eight million tonnes of carbon.
We were a founding platinum supporter of
The Queen’s Green Canopy, a campaign that
successfully planted more than one million trees
across the UK.
Source: UNICEF/UN0598146/Velixar
Following the start of the war in Ukraine, we made
a donation of £100,000 to UNICEF to support
families and children with health and medical
supplies.
In Indonesia, 70 Rentokil Initial colleagues cycled together to the Children with Cancer
Foundation’s office to formally present their £3,484 donation. The money was raised by
selling specially designed polo shirts and supplemented by a £1,000 donation from RI Cares.
Rentokil Initial plc
Annual Report 2022
61
Corporate Governance
Financial Statements
Other Information
Strategic Report
Responsible Business
continued
Creating Better Futures
Better Futures is one of Rentokil Initial's
key long-term community initiatives
predominantly focused in India.
The programme delivers basic health
education focusing on the importance of
good hygiene practices, predominantly in
India. Launched in 2013, more than 32,500
children and adults have participated in
Better Futures educational events, often
supported by volunteer colleagues from
local branches.
Better Futures is funded by RI Cares.
Better Futures works in three areas:
Communities
In slum communities with underprivileged
children and adults, helping them to develop
better hygiene habits.
Schools
Over the years, Better Futures has reached
out to many children in schools, educating
them in hand hygiene, water hygiene,
personal hygiene, personal safety and
road safety.
Charities/NGOs
Working with NGOs that run local
orphanages, helping vulnerable children
who are most in need.
The Better Futures programme has the
following education modules, with others
in development:
A
Hand Hygiene (Child & Adult versions)
A
Water Hygiene (Child & Adult versions)
A
Good Habits to Avoid Flu (Child & Adult)
A
Road Safety (Child version)
A
Personal Safety (Child version)
In 2022, 1,008 children, 30 teachers and
128 adults, including 78 senior citizens,
participated in the programme.
Don Bosco Beatitudes Welfare Centre
Our Better Futures team, together with
colleagues from our Chennai branch,
supported this centre in 2022 – which is
an orphanage and home for senior citizens.
The session began by showing the children
the importance of hand hygiene and how to
properly wash their hands. This was followed
by discussions on toilet etiquette and
illustrations of what habits to adopt to avoid
contracting flu. Through the interactive
education session we were able to help the
children to understand the key facts related
to personal hygiene.
Our Chennai branch team also donated
an insect fogging treatment for the welfare
centre, with 11 colleagues volunteering
to make a difference.
Supporting children in Rajarhat
and Chennai
In 2022, a school programme was carried
out with our Rajarhat and Chennai branches,
reaching more than 500 children, mostly
slum dwellers.
We carried out a COVID-19 awareness
programme emphasising the importance
of hand washing.
The children were keenly interested,
and positive feedback was received, not
only from the children but also from our
colleagues who are highly engaged by
supporting their communities.
Supporting orphanages with
toilet facilities
In 2022, we continued to conduct education
programs at orphanages, including Angels
Orphanage in Bangalore, which has 60 boys
and girls of different ages.
Through an RI Cares donation they were
able to reconstruct a toilet block area,
providing the children with safer and more
hygienic facilities.
The Better Futures team also worked with
Kritagyata Trust, which cares for a small
number of young orphans in Yelahanka
as well as supporting children in the wider
community.
RI Cares donations were provided to help
the Kritagyata Trust build toilet facilities and
water drinking stations at two schools in
remote rural areas. Previously, one school
had just one toilet for 120 children and
teachers, and the other had none.
Additional information about our practices can be found on our website:
rentokil-initial.com/responsible-delivery
Company policies:
rentokil-initial.com/responsible-delivery/policies
Gender Pay Report:
rentokil-initial.com/responsible-delivery/gender-pay-gap-report
Modern Slavery Statement:
rentokil-initial.com/responsible-delivery/modern-slavery-statement
62
Rentokil Initial plc
Annual Report 2022
Risks and Uncertainties
The Board relies on the assurances provided
by management and Internal Audit through
periodic reports presented to the Board and
Audit Committee.
Using the process set out above, the Board
confirms it has undertaken a robust assessment
of the principal risks which may threaten the
implementation of the strategy and the
long-term viability of the Group. In addition, the
Board has assessed the identification and
assessment of emerging risks, and are satisfied
that appropriate mitigation plans are in place for
both emerging and principal risks. The Group’s
business model remained broadly the same in
2022 as in previous years. It incorporates a
number of elements that moderate the risk
profile of the Company.
A
Low capital intensity and high portfolio
retention rates:
our categories exhibit strong
defensive qualities, as density and efficiency
gains are reflected in margin growth.
A
Local market operations:
the limited
dependency on cross-border flows of people
or products reduces the impact of geopolitical
risks, and foreign exchange risk is muted since
revenue is earned and costs are incurred in
local currency.
There is natural resilience to fluctuations in
market dynamics in individual markets, and
geopolitical and trade risks due to our local
market operations.
A
Clear and simple geographic model:
our
decentralised model has single-country
management teams leading integrated
operations, with combined back office
functions underpinned by shared systems.
Changes in risk profile of the
Company in 2022
We continue to monitor existing and emerging
risks regularly at both the Audit Committee
(see pages 101 and 102) and the Group Risk
Committee (see page 80), and take mitigating
action as appropriate. We have considered the
inherited principal risks from Terminix, and
incorporated these where relevant.
Areas where the risk profile of the business
has improved in 2022 include:
A
continuity of senior management in roles,
maintaining corporate knowledge and
experience;
A
continued roll-out of our target financial and
operational systems across the globe,
including increased use of data analytics via
our Command Centre platform (see page
53);
A
continued investment and standardisation in
technical infrastructure to mitigate the risk of
a successful cyber attack;
A
continued strong cash flow giving financial
headroom to continue to acquire businesses
with good strategic fit;
Risk management approach
The Group’s overall risk management
approach, described here and on page 101,
is designed to provide reasonable, but not
absolute, assurance at all levels of the Group
that risks are being properly identified and
effectively managed. This includes the
provision of appropriate mechanisms to
ensure that issues and concerns relating to
risk can be escalated up through the
organisation effectively and confidentially.
The Board has oversight of the Group’s
operations to ensure that internal controls are
in place and operating effectively. This is
achieved by reviewing the effectiveness of the
risk management processes and managing
the evolving risk environment as it approves
the Group’s overall strategy. Key components
of the Board risk management process are:
A
annual presentation and approval of risk
process by the Audit Committee;
A
review of Group Risk Committee minutes
by the Audit Committee; and
A
annual presentation and approval of the
Group strategy.
Management is responsible for the effective
operation of internal controls and execution
of the agreed risk mitigation plans. Key
components of the risk management process
by management are:
A
identification, assessment and management
of risk integrated into day-to-day operations
by local and regional operational
management;
A
maintenance of a central risk register
periodically reviewed with movements
tracked;
A
emerging risks and potential mitigations
reviewed at quarterly Group Risk Committee
meetings; and
A
deep dives on specific or emerging risks at
senior management meetings.
The risk management process was
strengthened during 2022 by adding a fraud
risk assessment, commencing a review of
compliance responsibilities within the Group,
establishing an IT Risk Committee and the
inclusion of additional deep dive sessions on
specific or emerging risk topics at senior
management meetings. Consideration is
being given to a single risk management
platform for the Group to enhance the risk
management approach, together with a wider
review of how risk is managed.
The Board is satisfied that, through the
processes set out above, it is able to effectively
identify and manage risks. The Board is further
satisfied that the responsible managers have
the necessary skills and expertise to ensure
that the relevant risk management process and
control systems are in place and fully operative.
A
completion of a Fraud Risk assessment; and
A
deep dive management sessions and
mitigation plans on emerging risks, including
colleague retention, climate change and
inflation.
Areas where our risk profile has increased in
2022 include:
A
potential for increased termite damage
claims as a result of the Terminix acquisition;
A
increasing and fluctuating inflationary
pressures, including energy cost increases;
A
increased potential for general industrial
action in some markets driven by
macroeconomic factors;
A
increased volume of cyber attacks; and
A
integration risk in relation to acquisitions –
specifically the execution of integration
plans for Terminix.
Focus areas for risk mitigation
in 2023
We continue to look for ways to improve both
our risk process and mitigating actions to
address the identified risks. In 2023, we plan
to focus on the following areas:
A
review of the Terminix risk management
processes and mitigating actions to adopt
a best of breed approach for the combined
organisation;
A
a review of the Group’s compliance
structure, roles and responsibilities
conducted by the Group General Counsel
and Director of Internal Audit & Risk; and
A
review and refresh of the Speak Up process
and procedures.
Identified risks
The principal risks most relevant to the Group
are described in the table on pages 64 to 69,
together with mitigating actions.
Information on climate-related risks is
provided on page 58.
Full details of our financial risks can be found in
Note C1 on pages 178 and 179. The exact
financial impact of one or more of our principal
risks materialising will depend on the precise
operational impact of the risk, its interaction
with other risks and whether mitigating actions
are successful in reducing the overall financial
impact. The Group is exposed to other risks
and uncertainties related to environmental,
political, social, economic and employment
factors in the territories in which we operate.
Additional risks and uncertainties not presently
known to management or deemed to be of
lower materiality may, if they manifest
themselves, have an adverse impact on the
Group’s growth, profitability, cash flow and/or
net assets.
How the business manages
uncertainty and risk
The embedded management of key risks supports our strategic
objectives through identification and mitigation, helping drive
good decisions and practice.
Rentokil Initial plc
Annual Report 2022
63
Corporate Governance
Financial Statements
Other Information
Strategic Report
Board
Audit Committee
Emerging risk – Identification and escalation
Internal audits – Compliance verification
Group Risk Committee
Internal Audit function
Functional management
Regional management
Operational unit
Country management
Executive management
A
Oversight via Audit Committee and Board meetings
A
Approval of risk process annually
A
Review of Group Risk Committee minutes
A
Review of Group strategy annually
A
Coordinate risk identification, reporting and
governance activity via a central risk register
updated twice a year
A
Assessment and categorisation of risk
A
Group mitigating actions
A
Define/review Group policies and procedures
annually
A
Group strategy definition annually
A
Monitoring via regional monthly performance
reviews
A
Consolidation and assessment of country risks
A
Regional mitigation actions
A
Regional operational priorities definition
A
Functional risk identification and assessment
A
Monthly performance review process
A
Review and assessment of local risks
A
Country-level mitigating actions
A
Monitoring via monthly business unit reviews
A
Local risk identification as part of day-to-day
operations
A
Local mitigating actions as part of day-to-day
operations
Strategic
Financial
Operational
People
A
Failure to integrate acquisitions and
execute disposals from continuing
business
A
Failure to develop products and
services that are tailored and relevant
to local markets and market conditions
Find out more on pages
21
and
29
A
Failure to grow our business profitably
in a changing macroeconomic
environment
A
Failure to mitigate against financial
market risks
Find out more on pages
138
to
143
A
Breaches of laws or regulations
A
Failure to ensure business continuity
in case of a material incident
A
Fraud, financial crime and loss or
unintended release of personal data
A
Safety, health and the environment
A
Failure to deliver consistently high
levels of service to the satisfaction
of our customers
Find out more on pages
22
to
25
Find out more
The
icons used in this section correspond to our strategic priorities as set out on pages
20
and
21
The
W
icon used in this section relates to our Key Performance Indicators on pages
22
to
25
Our risk management process
Principal risks by category
Risks and Uncertainties
continued
64
Rentokil Initial plc
Annual Report 2022
Principal risks
Failure to integrate
acquisitions and execute
disposals from continuing
business
The Company has a strategy that includes
growth by acquisition, and 52 new
businesses were acquired in 2022
(excluding Terminix). These companies need
to be integrated quickly and efficiently to
minimise potential impact on the acquired
business and the existing business.
Impact should the risk materialise
If the Company fails to successfully integrate
acquisitions into its existing organisational
structures and IT systems, fails to deliver the
revenue and profit targets, or fails to deliver
expected synergy savings, the business may
not achieve the expected financial and
operational benefits which may adversely
impact growth, profitability and cash flow.
Our business may be required to recognise
impairment charges or be subject to asset
re-evaluations or downgrades.
Business disposals also have to be managed
efficiently to minimise risk to the businesses
being disposed of and the residual business.
Mitigating actions
A
Integration plans considered by the
Investment Committee as part of the
acquisition approval process. Integration
activities and progress discussed during
monthly performance reviews.
A
A dedicated project team, governance
structure and integration management
office (IMO) established for the integration
of Terminix.
A
Dedicated project teams established for the
largest acquisitions and demergers with
clear deliverables over three months, six
months and one year. Proven induction
programme across the first 100 days for
acquisitions.
A
Continuity of management/leadership in
acquired companies, where possible.
A
Use of transaction structures including
deferred consideration to mitigate deal risk.
A
Group departments involved with
acquisitions to drive integration plans and
compliance with Group standards,
especially when entering new geographies.
A
Formal post-acquisition review of every
acquisition by Investment Committee
against original business plan within 18–24
months; Board post-investment review of
acquisitions in aggregate every six months;
Internal Audit review of acquisitions in new
geographies within 12–18 months.
A
Board oversight of acquisitions involving
new countries, new business lines, or above
a defined financial threshold.
A
IT integration playbook to support an
effective and timely integration of IT
systems.
Failure to develop products
and services that are tailored
and relevant to local markets
and market conditions
We operate across markets that are at
different stages in the economic cycle,
at varying stages of market development
and have different levels of market
attractiveness. We must be sufficiently
agile to develop and deliver products and
services that meet local market needs, which
allows us to meet our growth objectives and
stay ahead in a highly competitive industry.
Impact should the risk materialise
If we are not able to adapt to local business
and consumer needs, our existing customers
may choose not to renew contracts, or seek
reductions in prices. This negatively impacts
our ability to maintain or increase margins
and cash flow.
Examples include:
A
We must adapt to changes to the regulatory
environment that may ban certain products
or service models from being used, such as
permanent rodent baiting.
A
We need to respond to the expectations
from customers and society for us to reduce
our own environmental impact and support
our customers in reducing their
environmental impact.
A
We need to develop products that are
networked and capable of being monitored
in real time, or react to competitor
technology developments that are
disruptive to the market.
Mitigating actions
A
Acquisition of targets with specific
capabilities that address future changes
in our markets.
A
Investment Committee to ensure targeted
investment in innovation to meet market
and regulatory needs.
A
Category Boards for Pest Control and
Hygiene & Wellbeing categories overseeing
the roll-out of innovations at pace across
our regional businesses.
A
Continued investment in digital platforms
to support Sales and Service frontline
colleagues.
A
Group KPIs for innovation at a customer
and colleague level to monitor progress.
A
Further develop our range of sustainable,
non-toxic and humane pest control
solutions.
Strategic
Changes 2022 versus 2021
A
Additional resources in both the US and
Group functions to support integration
and replatforming related to the Terminix
integration
A
Dedicated IMO and governance for the
Terminix integration
A
Use of expert consultants where outside
of business expertise (e.g. route density
mapping)
Performance measures to monitor risk
A
Integration plans (day 1, 30 days, 100 days,
one year)
A
Reviews of integration plans for specific
large acquisitions
A
Post-acquisition review completions
A
Post-investment review by the Board of
aggregate performance of investment in
M&A
A
Regular steering committee to assess
progress, chaired by the Chief Executive
A
Tracking for Terminix synergy delivery
Emerging risk
A
Increased risk as a result of the scale of the
Terminix integration
Changes 2022 versus 2021
A
Acquisition of technology-focused
companies
A
Increased penetration of digital
technologies on customer sites
A
Increased use of data analytics via our
Command Centre platform to provide
business insight
A
Research into non-toxic pest control
solutions
Performance measures to monitor risk
A
Sales growth for key innovations
A
Percentage of sales revenue from
innovation
A
Number of sites with digital solutions
A
Percentage of commercial customers
registered for digital platforms
A
Percentage of colleagues using digital
applications
Emerging risk
A
Potential for increasing regulatory
requirements
Overall risk level
High
Trend
Increasing
The integration of the Terminix
acquisition has increased the risk level
from medium to high.
Strategic Priorities
Overall risk level
Medium
Trend
Stable
No significant changes, resulting
in a stable trend.
Strategic Priorities
Rentokil Initial plc
Annual Report 2022
65
Corporate Governance
Financial Statements
Other Information
Strategic Report
Low
Medium
High
Stable
Increasing
Decreasing
Principal risks
Financial
Failure to grow our business
profitably in a changing
macroeconomic environment
The Company’s two core categories (Pest
Control and Hygiene & Wellbeing) operate
in a global macroeconomic environment that
is subject to uncertainty and volatility.
Impact should the risk materialise
Changes in the macroeconomic environment
could have a number of different impacts on
the ability of the business to grow profitably,
to sustain recruitment and to deliver against
targets.
Examples include:
A
Recession and economic slowdown in some
of our key markets.
A
Changes to the global job market and the
challenges of recruitment.
A
Increased costs of doing business, with
rising costs as a consequence of political
instability (e.g. the conflict in Ukraine),
increasing interest rates and civil unrest.
A
Low-growth economies with inherent cost
inflation where the Company has weak
pricing power may make it difficult to
maintain profitability, especially in areas
of hyperinflation.
A
Growing market presence of multinational
competitors may increase the cost of
acquisitions and drive down prices,
impacting profitability.
A
Shift to greater proportion of key accounts in
some markets may drive down prices and
make it difficult to maintain profitability.
A
Legislation (including climate change
legislation), regulation or society expectation
limits our ‘licence to operate’.
A
Inflationary pressures drive costs higher,
potentially pricing out customers in
challenging financial positions coupled
with wage inflation demands.
Mitigating actions
A
Resourcing being driven by the capital
allocation model, differentiated by line of
business to maximise opportunities.
A
Working with governments and regulators
on implementation of new regulations.
A
Maintaining a low-cost operating model,
focused IT investment, incentives to deliver
efficient operations, and back-office process
alignment and standardisation programme.
A
International Key Accounts team developing
business with multinational customers to
take advantage of the unique global
capabilities and new Hygiene & Wellbeing
offerings.
A
Leveraging size and scale to develop
additional business opportunities in the
North America region.
A
A regionally focused defined pricing
programme to drive profitability on existing
portfolio, build insight and ensure profitable
growth from new business and innovations.
A
Group Procurement team tasked to deliver
economies of scale while ensuring robust
supply chain.
A
Continued roll-out of automated tools (e.g.
Adobe Sign) to support contract execution
and renewal on Group standard terms and
conditions.
Changes 2022 versus 2021
A
North America business inclusive of
Terminix now accounts for c.60% of
Revenue at CER, up from c.45%. (Note: 60%
is based on Terminix being a part of the
business for whole of 2022)
A
Increased focus at regional level on
inflationary impacts and mitigating actions
A
Increased resources to govern pricing
decision
Performance measures to monitor risk
A
Revenue growth, in total and by category
W
A
Group Organic Revenue Growth, in total
and by category
A
Revenue contribution from acquisitions
A
Adjusted Operating Profit
W
A
Group Adjusted Operating Margin
A
Adjusted Free Cash Flow Conversion
W
A
Net capital expenditure
A
Customer retention
W
A
Colleague retention
W
Emerging risk
A
Global or local market recession
A
Increasing energy costs
Failure to mitigate against
financial market risks
Our business is exposed to foreign
exchange risk, interest rate risk, liquidity risk,
counterparty risk and settlement risk.
Impact should the risk materialise
If any or a combination of the above risks
materialise, this may have a negative impact
on profitability, cash flow and financial
statements, and may negatively impact
financial ratios and credit ratings, impacting
our ability to raise funds for acquisitions.
Mitigating actions
A
Financing policy in place to ensure that the
Company has sufficient financial headroom
to finance operations and bolt-on
acquisitions. Commitment to target credit
rating of BBB.
A
Treasury policies that limit the use of foreign
exchange and interest rate derivatives, set
limits for financial counterparty exposure,
govern how financing is raised in bank and
other debt capital markets, and provide
rules around Treasury-related matters at
operating company level.
A
Monthly Treasury Committee to report and
monitor financial covenants and rating
agency metrics, and compliance with
Treasury policies.
A
Monitoring the impact of exchange rate
movements on non-GBP profits and net
debt.
A
Cash pooling and debt financing
arrangement to match, as far as possible,
currency availability/demand across
borders.
A
Revolving credit facility (RCF), unlikely to be
affected by adverse credit and financial
market events.
Changes 2022 versus 2021
A
No material changes
Performance measures to monitor risk
A
Liquidity headroom at the year end of
£1,694m
A
Counterparty ratings of A- or above
A
Monthly reporting against ratings metrics
A
If economically feasible, no unhedged
foreign exchange positions above £500k
(£5m for USD), fixed interest >50%; and
matching currency of net debt to underlying
profitability
A
Monitoring of amounts outstanding against
counterparty credit limits
Emerging risk
A
Volatile exchange rates
A
Rising interest rates
Overall risk level
Medium
Trend
Increasing
Increasing, due to the ongoing
inflationary pressures.
Strategic Priorities
Overall risk level
Low
Trend
Stable
Unchanged, no significant changes
resulting in a stable trend.
Strategic Priorities
Risks and Uncertainties
continued
66
Rentokil Initial plc
Annual Report 2022
Low
Medium
High
Stable
Increasing
Decreasing
Breaches of laws or
regulations (including tax,
competition and antitrust
laws)
As a responsible company we aim to comply
with all laws and regulations that apply to
our businesses across the globe.
Impact should the risk materialise
Failure to comply with local laws including
bribery and corruption, anti-competitive
practice, employment law, data privacy,
health and safety, or financial and tax
reporting requirements may result in fines or
withdrawal of licences to operate, which
could adversely impact growth, profitability
and cash flow, as well as causing reputational
damage.
The Company operates across many different
tax jurisdictions and is subject to periodic tax
audits, which sometimes challenge the basis
on which local tax has been calculated and/or
withheld. Successful challenges by local tax
authorities may have an adverse impact on
profitability and cash flow. Additionally, as the
Sarbanes-Oxley Act and other US legislation
now applies to the Group, the risk of failing to
establish and maintain an effective system of
internal controls to meet these laws could
impact the Company both financially and
operationally.
Mitigating actions
A
Group legal oversight in acquisitions.
A
Tax strategy reissued and approved by the
Board annually.
A
Significant tax planning opportunities must
be pre-agreed with the Group Tax Director
and Chief Financial Officer with independent
tax advice taken where necessary.
A
Regular review of tax exposures.
A
Group authority schedule in place and
regularly reviewed.
A
Group and local policies in place and
regularly reviewed.
A
Requirement to report breaches in controls
and/or laws to the Group General Counsel
and the Director of Internal Audit & Risk.
Follow-up by Group General Counsel of any
significant regulatory breach in any country.
A
Mandatory training on Code of Conduct and
other core compliance topics, to instil a
highly principled culture of ethical
behaviour; completion rates reported to
senior management monthly.
A
All major business transactions or internal
reorganisations are subject to a rigorous
internal and external review.
A
Programme to implement and monitor
internal controls over financial reporting
(ICFR).
Failure to ensure business
continuity in case of a
material incident
The business needs to have resilience to
ensure business can continue if impacted by
external events, e.g. cyber attack, hurricane
or terrorism.
Impact should the risk materialise
Failure to service our customers may affect
our ability to retain those customers and
damage the Company’s reputation. This may
negatively impact growth, profitability and
cash flow.
Examples of incidents that could impact our
ability to service customers include:
A
A significant cyber attack or IT failure which
impacts our ability to plan efficient routing,
or ability to invoice, and is not recovered
quickly.
A
Fire, flood or climate event impacting our
premises or transportation/supply chain
network, preventing goods from being
available to enable our technicians to
service our customers.
A
Industrial action by colleagues.
A
Where third parties are engaged for
services, the termination or business
disruption could materially impact the
business.
Mitigating actions
A
All countries and units maintain and
regularly review business continuity plans,
with local plans to service from alternative
locations if required.
A
The majority of key data and applications
are located within regional data centres with
enhanced backup capability.
A
A dedicated Security Operations Centre
is in place to monitor and tackle ongoing
cyber threats.
A
Specific tools deployed at data centres to
detect and prevent spreading of cyber
attacks.
A
IT disaster recovery plans for regional data
centres.
A
Data encryption and implementation of
AirWatch on devices and mobile phones.
A
Ongoing user education awareness
programmes.
A
Annual penetration testing on all systems
to test external firewalls and address any
identified weaknesses.
A
Annual inspections of key sites by insurers,
on a rotating basis, to identify potential risks.
A
Focus on IT audits completed by the Internal
Audit function, supported by third parties.
Changes 2022 versus 2021
A
Continued development of reporting and
monitoring of audit issues
A
Defined email reminder process to senior
colleagues for mandatory online training
completion
A
Introduction of process for review of
corporate policies
A
Group authority schedule updated and
distributed
A
Programme to elevate ICFR up to SOX
standards
Performance measures to monitor risk
A
Central monitoring of material litigation,
including quarterly internal reporting across
the Group
A
Regular review of tax exposures and the
status of tax audits by the Audit Committee
A
Completion rate monitoring for mandatory
U+ training modules, e.g. Code of Conduct
and competition law
A
Monthly monitoring and reporting of audit
issues to executive management
Emerging risk
A
SEC requirements
A
Potential for additional termite claims and
lawsuits following the Terminix acquisition
Changes 2022 versus 2021
A
Regular patching programme for all key
applications
A
Deployment of anti-ransomware software
to the data centres
A
Additional resources added to the
IT security team
A
Wider use of automated IT software
for system data and settings, e.g. scanning
tool or risk assessment software
Performance measures to monitor risk
A
Number of serious IT incidents and time
taken to respond
A
Major Incident Review actions
A
Actions arising from IT security
self-assessments
A
External testing and benchmarking
of our IT security environment
A
IT-specific risk register focused on
assessing, monitoring and tracking
IT-related risk
Emerging risk
A
No specific emerging risks
Overall risk level
Low
Trend
Increasing
Increasing, driven by the US Securities
and Exchange Commission (SEC)
reporting requirements and potential for
additional termite damage claims.
Strategic Priorities
Overall risk level
Medium
Trend
Stable
While volumes of cyber attacks continue
to trend upward, mitigating actions result
in the trend for this risk as stable.
Strategic Priorities
Principal risks
Operational
Rentokil Initial plc
Annual Report 2022
67
Corporate Governance
Financial Statements
Other Information
Strategic Report
Low
Medium
High
Stable
Increasing
Decreasing
Fraud, financial crime and
loss or unintended release
of personal data
Collusion between individuals, both internal
and external, could result in fraud if internal
controls are not in place and working
effectively. The business holds personal
data on colleagues, some customers and
suppliers; unintended loss or release of such
data may result in criminal sanctions and
reputational risk.
Impact should the risk materialise
Loss of personal data of customers, suppliers
or colleagues could, if significant, result in
regulatory intervention, which may result in
substantial fines and damage to the
Company’s reputation.
Theft of Company assets including property,
customer or colleague information, or
misstatement of financial or other records
via deliberate action by colleagues or third
parties may constitute fraud and result in
financial loss to the business, damage to
the Company’s reputation and/or fines
by regulators.
Mitigating actions
A
Ongoing programme to ensure all
businesses are compliant with data privacy
requirements.
A
Dedicated and enhanced data privacy team,
plus local privacy officers and privacy
champions networks.
A
Mandatory online training by all senior
colleagues for the Code of Conduct,
preventing anti-competitive practice,
preventing bribery and corruption, securing
information and protecting privacy, avoiding
conflicts of interest and preventing insider
trading.
A
Compliance with Code of Conduct and
other key policies affirmed by the annual
Letter of Assurance by all senior
management.
A
Standardised financial control framework
operating in all locations.
A
Confidential Speak Up hotline and email
address, monitored and followed up by
Internal Audit.
A
Significant fraud investigated by Internal
Audit and lessons learned widely shared.
A
Annual fraud risk assessment process.
A
User security awareness guidance and
policies refreshed and reissued.
A
Updated policies on devices and the
provision of Citrix-only access combined
with global patching programmes.
A
Deployment of anti-ransomware to our
data centres.
Safety, health and the
environment (SHE)
The Company has an obligation to ensure
that colleagues, customers and other
stakeholders remain safe, that the working
environment is not detrimental to health
and that we are aware of and minimise any
adverse impact on the environment.
Impact should the risk materialise
The Company operates in hazardous
environments and situations, for example:
A
Use of poisons and fumigants in Pest
Control
A
Driving to and working at customers’
premises
A
Working at height
A
Exposure to needlestick injury/bio-hazards
from medical waste
Non-compliance with internal policies or
industry regulations could lead to personal
injury, substantial fines or penalties, including
withdrawal of licences to operate and
reputational damage.
Environmental risks may arise from former
activities at sites currently operated by the
Group or acquired by the Group. Legislation
and changing expectations may require the
business to alter its methods of operation.
Mitigating actions
A
Robust SHE policies supplemented by the
SHE Golden Rules and technical policies
address higher risk and regulated activities.
A
SHE officers appointed in all jurisdictions,
supported by a dedicated central SHE team.
A
Mandatory training of all relevant colleagues
in safe working practices.
A
Focus on implementation of Group
fumigation standards in all new acquisitions.
A
SHE considered as the first item at all Board
and senior management meetings; review
of standardised SHE KPIs.
A
Formal review of accidents and circulation
of lessons learned (e.g. Safety Moments
videos).
A
Strategy to further develop environmentally
friendly approaches, e.g. lower pest control
chemical use, recycling of hygiene units,
roll-out use of electric vehicles, alternative
fumigants.
Changes 2022 versus 2021
A
Fraud risk assessment completed
A
Non-compliance to Key Financial Controls
is tracked and monitored via Internal Audit
tool
A
Introduction of process for review of
corporate policies
A
IT general controls project to ensure the
integrity of the data and processes,
including colleague education
A
Repeatable process to monitor privileged
access to critical systems
Performance measures to monitor risk
A
Completion rate for mandatory U+ training
modules
A
Data privacy programme roll-out and
implementation
A
Speak Up investigations and remediation
A
Key financial controls pass rates
A
Periodic review of IT access for critical
applications
Emerging risk
A
No specific emerging risks
Changes 2022 versus 2021
A
Roll-out of digital site risk assessment
application which is either live or in pilot
in more than 57 markets
A
Refreshed and updated subcontractor
processes
A
Updates to permitted activity
documentation
A
Fumigation usage included in carbon
footprint equivalent reporting
Performance measures to monitor risk
A
Lost Time Accident rate
W
A
Working Days Lost rate
W
A
Total emissions and emissions intensity
A
Energy usage
A
Compliance rates for mandatory U+ training
Emerging risk
A
No specific emerging risks
Overall risk level
Low
Trend
Stable
No significant changes, resulting
in a stable trend.
Strategic Priorities
Overall risk level
Medium
Trend
Stable
No significant changes, resulting
in a stable trend.
Strategic Priorities
Principal risks
Operational
Risks and Uncertainties
continued
68
Rentokil Initial plc
Annual Report 2022
Low
Medium
High
Stable
Increasing
Decreasing
Where to find further information
Failure to deliver consistently
high levels of service to the
satisfaction of our customers
Our business model depends on servicing
the needs of our customers in line with
internal high standards and to levels agreed
in contracts.
Impact should the risk materialise
If our operatives are not sufficiently qualified,
or do not have the right skills, or we fail to
innovate successfully, this may negatively
impact our ability to acquire or retain
customers, adversely impacting growth,
profitability and cash flow.
Industrial action in key operations could result
in diminished customer service levels; if
prolonged, it could damage the Company’s
reputation and ability to secure or renew
contracts.
In markets where overall employment rates
are high, and/or our business is growing fast
organically or via acquisition, we may have
difficulty attracting and retaining key
management of the right capability and the
right calibre of operational personnel.
Changes in the global job market resulting in
difficulty in recruiting and retaining
colleagues at all levels of the organisation,
may impact our ability to service our
customers to the highest standards.
Major digital change programmes could
disrupt our ability to deliver high levels of
service to our customers.
Extreme weather could cause disruption to
local operations and may impact colleague
health and safety.
Mitigating actions
A
HR development processes, including
Employer of Choice programme.
A
Regular tracking of customer satisfaction
and the perception by both customers
and non-customers of Rentokil Initial,
benchmarked against competitors.
A
Dedicated Operational Excellence team to
drive superior customer service and safe
working practices, and to establish key
metrics, combined with a strong focus on
safety by supervisors and frontline staff.
A
Incentives for Sales and Service staff aligned
closely with strategic priorities, based on
delivering improved customer service levels.
A
Oversight of key industrial relations matters
by Group HR Director and regular review
by the Chief Executive for countries where
industrial relations risk is elevated.
A
HR lead recruitment initiatives, including
recruit ahead, benchmarked pay plans,
global careers and recruitment websites.
A
Regular review of major IT programmes
by the Chief Information Officer and
IT Investment Committee to ensure
sufficient allocation of resources, with
a quarterly IT risk meeting to ensure
oversight of IT transformation plans.
A
Local business continuity plans.
Changes 2022 versus 2021
A
Launch of the new U+ training platform,
seeing almost 1.5 million pieces of training
completed by colleagues since July 2022
A
Continued deployment of IT programmes
to frontline colleagues
A
Diversity, equality and inclusion training
programme to leaders, managers and
colleagues
A
Career+, our internal job referral platform,
now has more than 16,000 registered users
and c.28,000 applications were made
during the year via the App
A
Completion of a Global Career and
Learning Festival
Performance measures to monitor risk
A
Sales and Service colleague retention
W
A
The number of online training courses
being developed
A
U+ learning views
A
State of Service
W
A
Customer satisfaction (Customer Voice
Counts)
W
A
Customer retention
W
Emerging risk
A
Potential for disruption to customer service
in North America due to the IT integration
for Terminix and branch consolidation
programme
Principal risk
Key sections
Failure to integrate acquisitions and execute disposals from continuing business
Our Strategic Priorities, pages 20 and 21
Failure to develop products and services that are tailored and relevant to local
markets and market conditions
Innovation in Pest Control, page 29 and 37
Our Strategic Priorities, pages 20 and 21
Service and innovation for customers, pages 52 and 53
Failure to grow our business profitably in a changing macroeconomic
environment
Our Business Model, pages 18 and 19
Colleague and Shareholder KPIs, pages 22 to 25
M&A execution, pages 21, 139 and 140
Our journey to net zero, pages 54 and 55
Failure to mitigate against financial market risks
Note C1 Financial risk management, pages 178 and 179
Breaches of laws or regulations (including tax, competition and anti-trust laws)
Board monitoring and oversight, pages 93 and 94
Failure to ensure business continuity in case of a material incident
Cyber security, page 83
Fraud, financial crime and loss or unintended release of personal data
Board monitoring and oversight, pages 93 and 94
Our responsible business approach, pages 49 to 62
Safety, health and the environment
Key Performance Indicators, pages 22 to 25
Keeping our colleagues safe, page 50
Environment, pages 54 and 55
Failure to deliver consistently high levels of service to the satisfaction of our
customers
Service and innovation for customers, pages 52 and 53
Colleague and Customer KPIs, pages 22 to 24
Principal risks
Operational
Overall risk level
Medium
Trend
Increasing
Increasing, due to the scale of the IT
integration as a result of the Terminix
acquisition.
Strategic Priorities
Rentokil Initial plc
Annual Report 2022
69
Corporate Governance
Financial Statements
Other Information
Strategic Report
Low
Medium
High
Stable
Increasing
Decreasing
Viability Statement
could impact on the liquidity, solvency and
viability of the Group. The Directors have
taken account of the Group’s liquidity position
and the Group’s ability to raise finance and
deploy capital. The results consider the
availability and likely effectiveness of the
mitigating actions that could be taken to avoid
or reduce the impact or occurrence of the
identified underlying risks.
Mitigating actions that were identified as part
of the viability assessment in previous years,
and which were found to be effective during
the pandemic, include securing additional
liquidity, deferring shareholder distributions,
pausing M&A activity, reducing planned
capital expenditure, use of recognised tax
payment deferral mechanisms and actively
managing the cost base of the Group. Should
these measures be insufficient then the Group
would consider raising equity; however, that
has not been required to date.
Although the review considered all the
emerging and principal risks identified by the
Group, the focus was also on how global
events, like a worldwide pandemic, could
impact the Group’s future financial
performance and its cash generation under
different scenarios. As a result, severe but
plausible downside sensitivities were applied
to the three-year plan approved by the Board.
The three-year plan is most sensitive to the
reduction in revenue due to customer
suspensions over extended durations. With
that in mind, the directors have chosen
scenarios reflecting the principal risks to stress
test the three-year plan for the following
downside scenarios:
A
Revenue reduces by 20% against the budget
for six months of 2023. This scenario is
significantly worse than the customer
suspensions experienced during the first half
of 2020, before the acquisition of Terminix
(which increased the size of the Group by
c.60%), which peaked at slightly below 30%
for one month only.
Risks: failure to grow our business profitably
in a changing macroeconomic environment;
failure to deliver consistently high levels of
service to the satisfaction of our customers;
failure to develop products and services that
are tailored and relevant to local markets and
market conditions; failure to ensure business
continuity in case of a material incident; and
failure to integrate acquisitions and execute
disposals from continuing business.
A
A prolonged downturn where revenue
reduces by 20% for each of the three years
in the model.
Risks: failure to grow our business profitably
in a changing macroeconomic environment;
failure to deliver consistently high levels of
service to the satisfaction of our customers;
failure to develop products and services that
are tailored and relevant to local markets and
market conditions; failure to ensure business
continuity in case of a material incident; and
failure to integrate acquisitions and execute
disposals from continuing business.
A
A significant one-off charge of £200m either
in the form of a number of bank failures or as
a result of a major fine.
Risks: business continuity in case of a
material incident; breaches of laws or
In accordance with provision 31 of the
Corporate Governance Code, the Board of
Directors has assessed the viability of the
Group, taking account of the Group’s current
financial position, the latest three-year
strategic plan and the potential impact of our
principal risks described on pages 65 to 69.
Based on this assessment, the Board confirms
that it has a reasonable expectation that the
Group will be able to continue in operation
and meet its liabilities as they fall due over the
period to 31 December 2025.
The business model of the Group is focused
on the delivery of services to customers at
their premises. These are professional and
often highly technical services, where
customers have a need that we can help
resolve. While these needs are subject to
some seasonality and macroeconomic cycles,
overall they are highly stable and growing at
GDP rates or faster. The drivers of this growth
are key to the Group’s prospects. Population
growth, growth of the ‘middle class’ and
urbanisation around the world brings growing
numbers of humans closer together,
increasing the need for hygiene, as seen in the
pandemic, and for control of pests where
sources of food are more available. While
climate change will undoubtedly have some
adverse impacts on the Group, the
disaggregated nature of our services at
customer locations materially reduces our
physical risks. Finally, the change in
environment will likely bring upsides as pest
breeding seasons are longer, mortality rates
are lower and infestations are able to move
into markets where they historically could not
survive. Overall, the combination of business
model and macroeconomic factors suggests
that recent growth trends should foreseeably
continue in line with our medium-term targets
and beyond.
Period of assessment
Although the Directors have no reason to
believe that the Group will not be viable over
a longer time frame, because of the degree
of uncertainty, the period over which the
Directors have a reasonable expectation as
to the Group’s viability, is the three-year period
to 31 December 2025. Having considered
whether the assessment period should be
extended, it is the view of the Directors that
a three-year period is still appropriate as it is
consistent with the historical periods in the
budgeting and strategic planning process.
Three years is also aligned with the most
frequent duration of both the customer and
supplier fixed term contract periods entered
into by the Group.
Strategic planning process
The budget and longer-term plan have been
prepared in line with the Group’s strategy as
described in detail in the Strategic Report
(pages 1 to 70 and 138 to 143). The Board
reviews the Group’s performance at its
meetings and depending on the external
environment and its potential impact on the
Group’s latest full-year forecast and strategic
plan, may model a number of scenarios.
Viability assessment
In making their assessment, the Directors have
considered the current position of the Group
and have undertaken a robust evaluation of
the principal risks, in particular the ones that
regulations (including tax, competition and
antitrust laws); failure to mitigate against
financial market risks; fraud, financial crime
and loss or unintended release of personal
data; and safety, health and the environment.
We have also considered two joint scenarios
of the above: 1) the six-month scenario and a
substantial fine; and 2) the three-year scenario
and a substantial fine. Reverse stress tests
were considered involving bank losses or fine
of >28% of pro-forma 2023 Global Revenues
(GDPR capped at 10%), or a 47% downturn in
Global Revenues for existing headroom to be
fully used. If we assumed no mitigating
activities as described above, this would be
24% for three years.
The impact of the scenarios has been modelled
to test projected liquidity headroom over the
three-year viability period. In each of the
individual and joint scenarios, the Group
continues to retain sufficient liquidity headroom
with the mitigating actions it can deploy. In the
scenario of a significant one-off charge of
£200m, this could be managed using ordinary
liquidity management processes.
In the three-year period of the viability
statement, the Group has two debt maturities.
In November 2024 the €400m bond matures,
followed by the $700m term loan in October
2025. As at 31 December 2022, the Group had
total undrawn committed facilities of $1bn
(£827m) and unrestricted cash, net of
overdrafts of £867m, giving the Group
combined headroom of £1,694m.
In addition to its committed headroom, the
Group also has a $250m accordion linked to
its RCF, a £1bn Commercial Paper Programme
and an uncommitted, undrawn overdraft
facility amounting to £20m.
Throughout 2022, the Group maintained its
long-term (BBB with a Stable outlook) and
short-term (A-2) credit ratings. At the time of
the acquisition of Terminix, S&P Global
reaffirmed the rating and also moved the
Group’s Business Risk Profile up from
Satisfactory to Strong.
The combination of a strong investment grade
credit rating, the RCF banks’ willingness to
provide debt funding free of financial covenants
for the acquisition of Terminix, the flexibility the
Group has to make material reductions in its
cash outflows, which was demonstrated during
2020, and the fact that the Group has
continued to generate cash, provide the
Directors with confidence that the Group could
raise additional debt finance if required.
The geographical spread of the Group’s
operations helps minimise the risk of serious
business interruption. Furthermore, the Group
is not reliant on one particular group of
customers or sectors.
Based on this assessment and having carefully
considered the Group’s current standing, debt
servicing and the risks and uncertainties
referred to above, in line with the UK
Corporate Governance Code, the Directors
have a reasonable expectation that the Group
will be able to continue in operation and meet
its liabilities as they fall due over the
three-year period ending 31 December 2025.
70
Rentokil Initial plc
Annual Report 2022
Corporate Governance
 72 
Chairman’s Introduction to Governance
 74 
Board of Directors
 76 
Executive Leadership Team
 78 
Corporate Governance Report
 95 
Audit Committee Report
103 
Nomination Committee Report
108 
Directors’ Remuneration Report
130 
Independent Auditors’ Report
Rentokil Initial plc
Annual Report 2022
71
Corporate Governance
Financial Statements
Other Information
Strategic Report
As the Group continues to execute its proven
operating model for its core businesses, a key
focus for the Board in 2022 has been guiding the
business on our acquisition of Terminix and the
associated expansion in North America, combining
two leading pest control businesses and resulting
in Rentokil Initial’s secondary listing on the New
York Stock Exchange.
Richard Solomons
Chairman
Dear Shareholder
2022 has been an important year for the
Group, with the acquisition of Terminix Global
Holdings, Inc. making Rentokil Initial the
largest pest control and hygiene and
wellbeing services business in the world.
The completion of this deal in October 2022
adds valuable scale, capabilities and talent to
the Group. With the support of our talented
colleagues worldwide and the leadership
of a highly experienced and stable
management team, despite the impacts
from the macroeconomic situation in 2022,
we have once again been able to deliver
strong revenue growth and expand margins.
As a Group, we are well positioned for further
growth in 2023.
Having considered the operational and
financial performance of the business in 2022,
including the growth in our core businesses,
the acquisition of Terminix and cash
generation, the Board is recommending a final
dividend of 5.15p for 2022.
Board activities and
consideration of stakeholders
The purpose of this Corporate Governance
Report is to explain how the Board has
assessed the Group’s position, and taken
informed decisions to ensure our long-term
sustainable and profitable growth as the new
global leader in pest control and hygiene and
wellbeing, all underpinned by a deep held
commitment to high standards of corporate
governance.
The Board’s focus during the year has been to
support the business through the completion
of the Terminix transaction and its positioning
for effective integration, while retaining
attention on the Company’s other strategic
priorities and considering downside risks due
to the economic outlook.
It was with pleasure that in June 2022, we
were finally able to go ahead with the planned
Board visit to North America which was
originally intended to take place in 2020.
We welcomed the opportunity to meet with
Rentokil Initial colleagues, to have the
opportunity to gain a greater understanding
of the Terminix business and the planned
integration programme, and to meet with
the Terminix board of directors.
In our meetings, we have continued our
approach of considering key strategic items
and other areas of risk and opportunity by
receiving briefings from all areas of the
business, which we have then debated and
challenged. Throughout 2022, the Board has
focused on our core businesses of Pest
Control and Hygiene & Wellbeing, and their
performance. As part of our work we are
mindful of the impact of any decisions made
on the business’ various stakeholders and on
its long-term, sustainable success, in line with
section 172(1) of the Companies Act 2006. An
overview of the range of matters that the
Board considered or discussed at its meetings
during the year are set out on pages 81 to 85.
The Company’s section 172(1) statement can
be found on page 45.
Chairman’s Introduction to Governance
33
%
female representation
on our Board
97
%
attendance at
scheduled Board
meetings
6
Transaction
Committee
meetings
2
non-white ethnic
minority Board
members
5.15
p
final dividend
1
additional Audit
Committee
meeting
72
Rentokil Initial plc
Annual Report 2022
Delivering on M&A
Throughout 2022, the Board has been closely
involved in the progression of the Terminix
transaction, engaging with key stakeholders,
and providing appropriate oversight and
challenge to the Group’s leadership in
preparation for our listing on the New York
Stock Exchange. It was encouraging to see
how well both businesses worked together in
preparation for a successful completion and to
place us in the best possible position to
execute our integration plans. During the year,
the Board approved updated processes and
policies for the effective operation of a
combined larger Group on completion and
continues to support management in the
ongoing implementation of integration.
Notwithstanding the clear focus on the
Terminix acquisition, the Group was able to
continue with its ambitious M&A programme in
2022 culminating in a total of 52 bolt-on
acquisitions in addition to the Terminix
transaction. We continue to prioritise growth
of the Group by M&A in targeted cities. In
2022, we entered three new territories in
Pakistan, Argentina and Israel, and the Group
now operates in 91 countries worldwide. The
Board regularly reviews post-acquisition
performance against targeted performance
and integration effectiveness.
Enhancing our purpose
Our commitment to being a responsible
business with regard to the environmental,
social and governance (ESG) aspects of our
business is reflected in the matters
considered, measured and reported on in our
ongoing Board discussions. Our ethos and
activities in all three areas are well embedded
across the Group to drive our operational
excellence agenda. Health and safety remains
the first agenda item at all scheduled Board
meetings. The Company will be making a
donation to Cool Earth on behalf of our
shareholders who went paperless in 2022 to
help support their reforestation efforts.
In June 2022, we considered and agreed our
new mission, vision and values as well as the
cultural framework in which the business
operates. This was then rolled out across the
enlarged Group following the acquisition of
Terminix in October 2022.
My Board colleagues and I have taken the
opportunity to meet with colleagues during
the year and have engaged with colleagues
both in Board sessions and in more informal
settings, such as Board dinners and site visits,
to exchange ideas, perceptions and
experience about being part of the Rentokil
Initial Group. For instance, as detailed in this
report, I visited our businesses in Singapore
and Dubai in 2022. These have been
welcomed with positive feedback and we will
continue this programme in 2023.
Board composition and
succession
Following the acquisition of Terminix in
October 2022, we were pleased to appoint
David Frear to the Board and to welcome him
in person when he joined the Board and
Committee meetings held in London in
December.
Julie Southern will have served as a
Non-Executive Director for nine years by July
2023 and so a recruitment process has been
undertaken in 2022 and early 2023 to identify
a suitable successor. I am happy to announce
that Sally Johnson, CFO at Pearson plc, will
be joining as a Non-Executive Director from
1 April 2023. Julie will, therefore, step down as
a Director following the conclusion of our AGM
in May 2023 and Sally will succeed her as
Audit Committee Chair. I would like to thank
Julie for her significant contribution over the
past nine years, particularly in her leadership
of the Audit Committee, and her support and
wisdom for both her fellow Directors and the
members of the management team.
An internal Board evaluation was undertaken
in 2022, which confirmed that the Board
continues to undertake its duties effectively,
with findings being very positive overall. The
strength of the Board’s leadership is assessed
through the clarity of the actions we take and
the transparency and effectiveness of the
standards, processes and culture we
ultimately set. We aim to maintain this high
standard and continue to support and
challenge the management team in its
governance throughout the Group.
Looking ahead
As a Board, we are cognisant of the continuing
macroeconomic pressures that are likely to
remain in 2023. We are monitoring the impacts
of inflation, interest rates and recruitment and
retention levels closely. That said, we remain
comfortable that the business is taking the
necessary steps to maintain our performance
against this challenging backdrop.
I take this opportunity to express my gratitude
to all our shareholders for their continuing
support for the Company and would
encourage them to continue their engagement
with the Board and participate in our hybrid
AGM in May by using the remote facility to be
provided. I would like to thank my Board
colleagues for their hard work and all the input
and advice on the business that has been
provided during 2022, particularly in relation
to the Terminix transaction. I look forward to us
working closely as ever with Andy, Stuart and
the management team throughout the
remainder of 2023. I wish to thank Andy, his
leadership team and all our colleagues across
the globe for delivering yet another
outstanding year for the Rentokil Initial Group.
The Board has been extremely impressed by
the resilience and commitment of our people.
The Terminix acquisition has helped deliver
our strategy in Pest Control and North
America, and the creation of a bigger and
better business will contribute to our ongoing
growth in 2023 and beyond.
Richard Solomons
Chairman
16 March 2023
Snapshot of our Board
Age of Directors
at 16 March 2023
45–54
33%
55–64
56%
65–74
11%
Professional background
Finance
44%
Legal
17%
Economics 17%
HR
11%
Management 11%
Directors’ tenure
at 16 March 2023
Executive Directors
Stuart Ingall-Tombs
Service length
2 years 7 month
s
A
ndy Ransom
14 years 10 month
s
N
on-Executive Directors
Sarosh Mistry
J
ohn Pettigrew
R
ichard Solomons
J
ulie Southern
Cathy Turner
1 year 11 month
s
4 year
s
5 yea
rs 2 months
8 years 7 month
s
2 years 11 month
s
Linda Yueh
5 years 4 mont
hs
David Frear
5 month
s
Rentokil Initial plc
Annual Report 2022
73
Corporate Governance
Financial Statements
Other Information
Strategic Report
3. Stuart Ingall-Tombs
Chief Financial Officer
Appointed:
August 2020
Skills, experience and contribution
Stuart has extensive experience in senior
operational and corporate finance roles,
gained at Group level and in key operational
businesses since joining Rentokil Initial in
May 2007, as well as other leading
organisations. Most recently, he was CFO for
North America, the Company’s largest
business, and before that spent several years
as Group Financial Controller and Treasurer
before four years as Regional Finance
Director for Europe, driving organisational
change and enhancing growth. A deep
operational understanding of key regional
businesses, combined with experience at the
corporate centre, enables Stuart to make
a broad contribution to the ongoing
development and growth of the Group.
After qualifying as an accountant at Stoy
Hayward, he worked for organisations including
Lex Transfleet and RAC, and joined Rentokil
Initial in 2007 as Divisional Finance Director for
the global Pest Control business. Stuart has a
degree in Politics and International Studies from
the University of Warwick and is a fellow of the
Institute of Chartered Accountants in England
and Wales (ICAEW).
Current external commitments
None
4. David Frear
Non-Executive Director
Appointed:
October 2022
Skills, experience and contribution
David brings both extensive financial
experience and a wealth of knowledge
of the US market to the Board. He was a
Non-Executive Director of Terminix Global
Holdings, Inc. from January 2021 until it was
acquired by Rentokil Initial in October 2022.
David currently serves on the boards of several
subsidiaries of Nasdaq, Inc., a leading provider
of trading, clearing, exchange technology,
listing, information and public company
services. He previously served on the boards
of Sirius XM Canada Holdings Inc., Savvis
Communications and Pandora Media Inc.
In his executive career, David was the Chief
Financial Officer between 2003 and 2020 of
Sirius XM, a subscription-based, satellite
radio provider. Prior to this he was the Chief
Financial Officer of Savvis Communications
Corporation, Orion Network Systems Inc. and
Millicom Incorporated and was an investment
banker at Bear Stearns & Co., Inc. and Credit
Suisse. David has a Bachelor of Arts in
History from University of Michigan and a
Master of Business Administration in Finance
from University of Michigan – Stephen M.
Ross School of Business.
Current external commitments
A
Non-Executive Director, The NASDAQ Stock
Market LLC, NASDAQ PHLX LLC, NASDAQ
BX, Inc., Nasdaq ISE, LLC, Nasdaq GEMX,
LLC and Nasdaq MRX, LLC.
Board of Directors
Board changes in 2022 and 2023
David Frear was appointed in October
2022. Julie Southern is not seeking
reappointment at the AGM in May 2023.
Sally Johnson is due to join the Board as
a Non-Executive Director on 1 April 2023.
Key
Audit Committee member
Nomination Committee member
Remuneration Committee member
Committee Chair
NED Non-Executive Director 
SID Senior Independent Director
2. Andy Ransom
Chief Executive
Appointed:
May 2008 and became
Chief Executive in October 2013
Skills, experience and contribution
Andy has led Rentokil Initial as Chief
Executive since October 2013 and was
responsible for the creation of the
R
I
GH
T
WAY
strategy. He brings a focused
operational management style, together with
a broad range of commercial and strategic
skills gained in senior executive positions and
legal roles earlier in his career, including
several years in the US and Canada. He has
more than 30 years’ experience of creating
value through M&A around the world, at
Rentokil Initial and ICI, and he has a strong
record of engaging with stakeholders, from
colleagues and customers to investors, as
well as creating innovative partnerships with
not-for-profit organisations.
He joined Rentokil Initial in 2008, as Executive
Director of the global Pest Control business,
from ICI where he was part of the executive
management team with operational
responsibility for ICI’s Regional and Industrial
Division, after holding various management
positions as General Counsel and head of the
M&A team since 1987. Andy is a graduate of the
University of Southampton (LLB) and a qualified
solicitor. He is a patron of Malaria No More UK.
Current external commitments
A
Vice Chair of Street League
A
Senior Strategic Adviser – Business
Services, Apax Partners LLP (stepping down
effective 31 March 2023)
A
Non-Executive Director, Informa plc (with
effect from 15 June 2023)
1. Richard Solomons
Chairman
Appointed:
March 2019 and became
Chairman in May 2019
Skills, experience and contribution
Richard brings to the Board deep operational
and financial expertise combined with a
strong commercial and strategic
development track record. As former Chief
Executive Officer of InterContinental Hotels
Group plc (IHG), and prior to that Chief
Financial Officer, he has broad experience
of leading a successful multinational, as well
as delivering growth in North America and
Greater China, and the effective use of digital
tools in service-led global businesses.
These attributes enable him to provide the
necessary leadership to the Board and to
contribute insights relevant to many of the
strategic priorities of the business, as well as
experience from the key hospitality customer
segment. He is active, in parallel with the
Executive Directors, in engaging with
investors to ensure that their views and
perspectives are considered within Board
discussions.
Richard has a BA in Economics from the
University of Manchester, trained as a
Chartered Accountant with KPMG, and has
seven years’ investment banking experience
in New York and London with Hill Samuel.
Richard was previously a Non-Executive
Director of Marks and Spencer Group plc, the
Senior Independent Director of Aston Martin
Lagonda Global Holdings plc and, until
December 2022, he was a Member of the
Board of Governors and the Finance
Committee at the University of Manchester.
Current external commitments
A
Chairman of the Board and the Advisory
Committee and Chair of the Remuneration
Committee, Hotelbeds Group S.L.U. (Spain)
A
Non-Executive Director and Chair of the
Audit Committee, Mandarin Oriental
International Limited (Bermuda)
74
Rentokil Initial plc
Annual Report 2022
Current external commitments
A
Non-Executive Director, Lloyds Banking
Group plc
A
Non-Executive Director and Chair of the
Remuneration Committee, Spectris plc
A
Partner, Manchester Square Partners
9. Linda Yueh CBE
Non-Executive Director
Appointed:
November 2017
Skills, experience and contribution
As an economist, corporate lawyer and
financial broadcaster, Linda brings a diverse
range of skills to the Board, including strong
commercial experience gained through her
work in corporate law and previous
non-executive positions, as well as deep
insights into the economic environments in
the markets in which Rentokil Initial operates,
including key emerging and rapidly
developing markets.
Linda obtained a BA at Yale University;
Master’s at Harvard University; Juris
Doctorate at New York University; and an MA
and doctorate at Oxford University. Linda is a
fellow at St Edmund Hall, Oxford University
and an Adjunct Professor of Economics at
London Business School. She was Visiting
Professor at the London School of Economics
and Political Science (LSE). Linda is an
Adviser to the UK Board of Trade and was a
member of the Independent Review Panel on
Ring-fencing and Proprietary Trading of
the UK Treasury. She has acted in various
advisory roles, including for the World Bank
and the European Commission. Until
December 2022, Linda was a Trustee of
Malaria No More UK and the Senior
Independent Director of Fidelity China
Special Situations plc.
Current external commitments
A
Trustee of The Coutts Foundation
A
Chair of the Royal Commonwealth Society
A
Chair of The Schiehallion Fund Limited and
Chair of the Nomination Committee
A
Non-Executive Director, SEGRO plc
A
Non-Executive Director, Standard Chartered
plc
7. Julie Southern
Non-Executive Director
Appointed:
July 2014
Skills, experience and contribution
Julie has extensive financial experience
having had a long, successful career in a
number of commercially oriented finance
and related roles, working for some of the
world’s best-known consumer brands. In her
non-executive career, she has extensive
experience of leading audit committees in
companies undergoing rapid growth and
change. Through her various roles,
Julie has also gained significant exposure to
commercial, legal, HR and operational
challenges and responsibilities.
She was Chief Commercial Officer of Virgin
Atlantic Limited between 2010 and 2013,
responsible for the commercial strategy of
Virgin Atlantic Airways and Virgin Holidays,
having previously been Chief Financial Officer
of Virgin Atlantic Limited for 10 years. In
addition, Julie was previously Group Finance
Director at Porsche Cars Great Britain, and
Finance and Operations Director at WH Smith
– HJ Chapman & Co. Ltd. She was previously a
Non-Executive Director of Stagecoach Group
plc, Gategroup AG, Cineworld plc and DFS
Furniture plc and Senior Independent Director
of easyJet plc. Julie is a Chartered Accountant,
having trained with Price Waterhouse, and has
a BA (Hons) in Economics from Cambridge
University.
Current external commitments
A
Non-Executive Director and Chair of the
Audit Committee, NXP Semiconductors N.V.
(Netherlands)
A
Non-Executive Director and Chair of the
Audit Committee, Ocado Group plc
A
Non-Executive Director and Chair Designate
of RWS Holdings plc
8. Cathy Turner
Non-Executive Director
Appointed:
April 2020
Skills, experience and contribution
Cathy is an experienced Non-Executive
Director with significant business leadership
experience plus a deep knowledge of HR and
remuneration matters. Her executive career,
at executive committee level at Barclays plc
and Lloyds Banking Group plc, has included
responsibility for strategy, investor relations,
HR, corporate affairs, legal, internal audit,
brand and marketing. She brings deep
experience of leading international
customer-focused businesses, operating in
complex, highly regulated industries and
navigating highly challenging environments
such as the 2008 financial crisis.
Her earlier career was in consulting and
manufacturing and included roles with major
audit and consultancy firms. She was
previously a Non-Executive Director of
Quilter plc, Aldermore Bank plc and
Motonovo Finance Limited and a Trustee of
Gurkha Welfare Trust. Cathy graduated in
Economics from Lancaster University. She is
a partner at the senior advisory organisation,
Manchester Square Partners.
5. Sarosh Mistry
Non-Executive Director
Appointed:
April 2021
Skills, experience and contribution
Sarosh has extensive experience as a senior
executive, driving organic and inorganic growth
in business-to-business services, especially in
North America. He has deep experience of
building businesses across the healthcare,
retail, facilities management, hospitality,
financial services and consumer technology
industries, including innovation-led growth,
service line extensions and new country entries
(including emerging markets in Latin America
and Asia). His executive experience has been
in complex, geographically dispersed and
multi-site businesses operating globally.
Sarosh Mistry is Sodexo’s CEO and Chairman of
North America. He leads the North America
Regional Leadership Committee for Sodexo,
and is responsible for the coordination of
Sodexo businesses in North America. Prior to
leading North America, he served as the CEO
for Sodexo’s business segment Home Care
Worldwide which operates in 13 countries. Prior
to joining Sodexo in 2011, he worked in senior
roles in major business-to-business and
consumer organisations Compass Group,
Starbucks, Aramark and PepsiCo. Sarosh has a
Bachelor’s degree from St John’s University,
Minnesota, and an MBA from the A. Gary
Anderson Graduate School of Management,
California.
Current external commitments
A
CEO and Chairman, Sodexo North America
A
Board Director, Didi Hirsch Mental Health
Services
6. John Pettigrew
Senior Independent Director
Appointed:
January 2018 and became
Senior Independent Director in May 2019
Skills, experience and contribution
John has a strong track record of developing
and implementing global strategies for
profitable growth at National Grid, deep
experience of running a major US business,
a strong economic background and
engineering leadership experience. His skillset
includes service provision to a large commercial
and residential customer base, delivering
world-class levels of safety performance and
driving transformational change in highly
regulated environments. He also has significant
experience of M&A in both the UK and US. He
has broad experience of dealing with
governments and regulators in the UK and US,
and leading development of environmental,
social and governance (ESG) strategies by
driving the introduction of National Grid’s first
ever Responsible Business Charter, which
launched in 2020 and led the company’s
Principal Partnership of COP26 in Glasgow.
John is Chief Executive of National Grid plc,
a fellow of the Institute of Engineering and
Technology, and a fellow of the Energy
Institute. He is a member of the Edison
Electric Institute Executive Committee,
a member of the Electric Power Research
Institute Board and sits on the President’s
Committee of the CBI. He was a member
of the UK government’s Inclusive Economy
Partnership until it was disbanded.
Current external commitments
A
Chief Executive, National Grid plc
Catherine Stead was appointed Company
Secretary in April 2022. A graduate of the
University of Glasgow, she also has an MSc
in Development Studies from the School of
Oriental and African Studies, University of
London. A Chartered Company Secretary with
more than 15 years’ experience of working in
FTSE 350 companies, Catherine is a fellow
of the Corporate Governance Institute.
Company Secretary
Rentokil Initial plc
Annual Report 2022
75
Corporate Governance
Financial Statements
Other Information
Strategic Report
3. Vanessa Evans
Group HR Director
Appointed:
January 2016
Role:
As Group HR Director, Vanessa leads a
team responsible for shaping and executing
our Employer of Choice (EoC) strategy,
ensuring that we can attract, recruit, train,
engage, reward and retain the talent we need
to deliver on our business strategy and
results.
Skills and experience:
Vanessa has had a
successful career with some of the world’s
best-known consumer brands. She brings
valuable business experience and expertise
in human resources management. She joined
Rentokil Initial from RSA Group plc where she
was Group HR, Communications and
Customer Director. Prior to that, Vanessa was
Global HR Director at Lego and Head of UK
HR at GAP. She is a Fellow of the Chartered
Institute of Personnel and Development and
holds a BA (Hons) in Geography from
Bulmershe College, University of Reading.
Vanessa is currently a Non-Executive
Director of Care UK.
4. Mark Gillespie
Managing Director, Asia & MENAT
Appointed:
April 2022
Role:
Mark oversees our businesses
throughout the Asia & MENAT region.
Skills and experience:
Mark joined Rentokil
Initial in 2004, as the Group Director of Internal
Audit & Risk Management. Since then he has
held various senior roles in Finance and
General Management. Prior to his most recent
appointment to Managing Director, Asia &
MENAT, he was the Regional Managing
Director for the Rest of World region, doubling
the size of Rentokil Initial’s presence in that
region during his tenure. Mark has extensive
finance, general management and M&A
experience from his time at Rentokil Initial, and
in previous senior roles in companies such as
Honeywell and Pfizer.
He holds a BA Honours degree in Accounting
and Finance from Manchester Metropolitan
University, is qualified as a Chartered
Accountant with BDO Stoy Hayward and
is a Member of the Institute of Chartered
Accountants in England and Wales.
Executive Leadership Team
1. Gary Booker
Chief Marketing, Innovation
and Strategy Officer
Appointed:
January 2018
Role:
As Chief Marketing, Innovation and
Strategy Officer, Gary has overall
responsibility for business strategy, brand,
innovation, digital, global account sales and
global marketing for commercial and
residential customers.
Skills and experience:
Gary’s career includes
former CEO and General Manager positions as
well as strategy and innovation leadership
roles for several high-profile businesses,
including Dixons Carphone, where he was
Chief Marketing Officer and oversaw its Currys
and PC World brands; O2 (Telefónica) in the
UK; and Electronic Arts in San Francisco,
where he gained strong experience across
mobile and digital marketing. Prior to that,
Gary held senior roles at Dunlop Slazenger
and Unipart. Gary holds an MBA in Strategic
Marketing and a BSc (Hons) in Business
Studies, Law and Psychology.
2. Rachel Canham
Group General Counsel
Appointed:
April 2022
Role:
As Group General Counsel, Rachel has
responsibility for legal, corporate governance
and data privacy across the Group.
Skills and experience:
Rachel joined Rentokil
Initial as Group General Counsel in April
2022. Rachel is an experienced corporate
and commercial lawyer. Prior to joining
Rentokil Initial, Rachel spent 10 years at
BT Group plc where she performed various
roles, including General Counsel of its
Enterprise division, Company Secretary,
Chief Counsel for Mergers & Acquisitions,
and Senior Commercial Lawyer. Before that,
Rachel was a corporate lawyer at US law firm
Latham & Watkins and at Dickson Minto W.S.
Rachel is a graduate of Edinburgh University
(LLB) and a qualified solicitor in England and
Wales and Scotland.
ELT changes in 2022
Paul Cochrane, Managing Director, Asia, retired at the end of March 2022 and Mark
Gillespie, previously Managing Director for Rest of World, succeeded him as Managing
Director, Asia & MENAT. In addition, Daragh Fagan retired as Group General Counsel and
Company Secretary at the end of March 2022. Rachel Canham joined the ELT as Group
General Counsel in April 2022. Brett Ponton joined the ELT in October 2022 following the
acquisition of Terminix.
76
Rentokil Initial plc
Annual Report 2022
The Executive Leadership Team (ELT) supports the Chief Executive in managing the business at
Group level, overseeing safety, performance, operational plans and actions, governance and risk
management.
Andy Ransom and Stuart Ingall-Tombs are also members of the ELT. Their biographical information
can be found on page 74. The Chief Executive chairs the ELT, which meets fortnightly, and the
Regional Managing Director of our Latin America region also attends all meetings.
5. Chris Hunt
Group M&A Director
Appointed:
July 2019
Role:
Chris leads Rentokil Initial’s efforts to
identify, evaluate, negotiate and integrate
acquisitions and disposals, ensuring that the
deals add value.
Skills and experience:
Chris joined Rentokil
Initial in 2012 as Group M&A Director and has
completed more than 300 deals for the
Group. Prior to joining Rentokil Initial, Chris
held various senior roles at AstraZeneca plc,
including Head of Finance at AZ UK’s
Marketing Company, Corporate Strategy
Director and Group M&A Director, and prior
to that was a Director at KPMG Transaction
Services. Chris has extensive operational
finance, business development and corporate
finance experience. He is a Chartered
Accountant and sits on the ICAEW’s
Corporate Finance Faculty Board. He holds
a BA (Hons) in Accounting and Computing
from the University of Kent, Canterbury.
6. Alain Moffroid
Managing Director, Europe
Appointed:
March 2016
Role:
Alain oversees our businesses
throughout the Europe region.
Skills and experience:
Alain joined Rentokil
Initial in 2013 as Managing Director, Pacific
and became Managing Director, Europe in
September 2019. He joined from Unilever
where he held a number of senior roles
across multiple geographies. He has
significant experience in marketing, sales and
business development acquired during 23
years with Unilever in Europe, Asia and
Pacific. Alain is a dual national Belgian/
Australian and is fluent in English, French and
Dutch. He holds an MSc in Business from the
Solvay Brussels School of Economics and
Management.
7. John Myers
CEO, US Pest Control
Appointed:
October 2013
Role:
John oversees our businesses
throughout the North America region.
Skills and experience:
John joined Rentokil
Initial in 2008 as President and Chief
Executive of the Pest Control division in
North America. Previously, John held various
senior management roles at Cintas
Corporation. Prior to that, he was President
and Chief Executive at BioQuest LLC. John
has a diverse business background, with
extensive sales, marketing and business
strategy experience. He is a graduate of the
University of Vermont, where he earned a
Bachelor’s degree in Business
Administration. He also holds an MBA from
Mercer University in Atlanta. John is a
Non-Executive Director of Strikepoint Group
Holdings, LLC.
8. Brett Ponton
CEO North America
Appointed:
October 2022
Role:
As CEO of North America, Brett has
overall responsibility for the operations in the
region, including the important integration of
the combined Rentokil Initial and Terminix
business assets in the region.
Skills and experience:
Brett joined Rentokil
Initial in October 2022 with the acquisition
of Terminix Global Holdings, Inc. He began
his tenure as CEO and a director of the US
listed company, Terminix, in September 2020.
Brett has nearly 25 years of experience with
distributed service organisations, having
led publicly traded, privately owned and
franchise-operated businesses. Prior to
Terminix, Brett led Monro, Inc. (NASDAQ:
MNRO) as the President and CEO of the
largest independent operator in the
automotive services sector. Previous CEO
positions also included American Driveline
Systems and Heartland Automotive. Earlier
in his career he served as Managing Director,
Asia Pacific for Veyance Technologies – an
engineered products business based in
Shanghai, China and Melbourne, Australia.
Brett began his career at Goodyear Tire &
Rubber Co., where he rose through the ranks
over 16 years to Vice President, Marketing.
He holds a Bachelor of Science, Finance
qualification from the University of Nebraska.
9. Mark Purcell
Chief Information Officer (CIO)
Appointed:
April 2019
Role:
Mark’s role is to ensure a ‘safe and
secure first’ approach is applied to Rentokil
Initial’s global IT systems and infrastructure.
With his team, he works alongside the
regional and functional teams to ensure that
the IT strategy and investment is aligned to
business priorities.
Skills and experience:
Mark joined Rentokil
Initial in 1988. He later became Global IT
Delivery Director, UK Hygiene and Textiles IT
Director, Pest Control and Ambius Division IT
Director, IT Director for UK & Rest of World,
and then CIO Europe, before becoming Group
CIO in April 2019. Mark has significant
experience in business transformation, change
management and project/programme
management, as well as expertise in M&A
integration. Mark’s early career was with the
Civil Service, where he held an executive
officer position in IT.
10. Andrew Stone
Managing Director, Pacific
Appointed:
September 2019
Role:
Andrew oversees our businesses
throughout the Pacific region.
Skills and experience:
Andrew joined
Rentokil Initial in 2013 as Finance Director,
Pacific, before becoming Managing Director,
Pacific in September 2019. Previously,
Andrew had held a number of senior finance
and sales roles at Unilever within Australasia.
He has extensive commercial, finance and
supply chain experience.
Andrew is a Certified Practising Accountant
and earned Bachelor degrees in Economics
and Law from Sydney University. Additionally,
he holds a Master’s of Management from
Macquarie Graduate School of Management
and a Master’s of Professional Accounting
from Southern Cross University.
11. Brian Webb
Group Operations Excellence Director
Appointed:
August 2019
Role:
Brian leads the Global Procurement,
Supply Chain and Logistics functions, as well
as being responsible for product quality,
safety and technical governance. He and his
team also work closely with the regional and
functional teams to drive the environmental
and sustainability agenda across the Group.
Skills and experience:
Brian joined Rentokil
Initial in 2011 as Supply Chain Director for
Hygiene and Pest Control and has gained
additional functional responsibilities over the
years. He was appointed to the Executive
Leadership team in 2019. His career has
included roles in design and project
engineering, production management and
operations in the petrochemical, food,
beverage and personal care sectors at global
companies including Sasol, SABMiller, Mars
Confectionery and Sara Lee.
Brian is a Chartered Engineer (CEng) with
an MSc in Engineering from Witwatersrand
University (South Africa) and an MBA from
Henley Management College (UK).
12. Phill Wood
Managing Director, UK & Sub-Saharan Africa
Appointed:
October 2013
Role:
Phill oversees our businesses
throughout the UK & Sub-Saharan Africa
region.
Skills and experience:
Phill joined Rentokil
Initial in 2006, holding various senior Pest
Control roles in Europe before his
appointment to lead the UK businesses –
Pest Control and Hygiene in 2009. He
became Managing Director of UK & Rest of
World in 2013. Prior to joining Rentokil Initial,
Phill held a number of top management
positions at Lex Services/RAC plc where
he served for 15 years. Phill has extensive
commercial and business development
experience. He is a Chartered Management
Accountant and holds a BSc (Hons) in
Management Science from Loughborough
University.
Rentokil Initial plc
Annual Report 2022
77
Corporate Governance
Financial Statements
Other Information
Strategic Report
Corporate Governance Report
Statement of compliance
The principal governance framework applying
to the Company is the UK Corporate
Governance Code, the latest edition of which
was published in July 2018 (the Code). The
Code is published by the Financial Reporting
Council (FRC) and the full text is available on
its website at
frc.org.uk
.
The Company has complied throughout 2022
with all the provisions in the Code other than
provision 38, which relates to the pension
contribution rates for Executive Directors.
A full explanation is provided in the
Remuneration section below.
Information on how the Company has applied
the principles and complied with the supporting
provisions during the year can be found
throughout the Annual Report. We have set out
below an overview of how the Company has
applied the Code Principles in 2022 with links
to relevant sections in the report.
Board leadership
and company purpose
Long-term value
The Directors of the Company are outlined on
pages 74 and 75.
Our business model is explained on pages 18
and 19, our strategic priorities are on pages
20 and 21, and our strategy by category can
be found on pages 32 and 33 and pages 40
and 41.
Principal risks are listed on pages 65 to 69.
A description of how the Board has
considered these risks throughout the year
is provided on pages 81 to 87.
Purpose and culture
Our purpose and values are described on
page 3 and our culture is summarised on
pages 50 and 51. An outline of the Board’s
ongoing monitoring of the Company’s culture
and values is provided on pages 90 and 91.
Stakeholders
Our key stakeholders are set out on pages 46
and 47 in the Strategic Report. The section
172(1) statement on how the Directors, when
discharging their duties, have had regard to
stakeholders can be found on page 45.
Examples of how the Board considers the
views of key stakeholders are provided on
pages 88 to 90.
Division of
responsibilities
Role and independence of Directors
At least half the Board, excluding the
Chairman, are considered independent.
Full details are provided on page 91.
Board and Committee meetings
A table providing details of the number of
meetings and Director attendance for the
Board and the Audit, Nomination and
Remuneration Committee meetings held
during 2022 can be found on page 79.
Directors’ significant external commitments
Details of the Board’s current external
commitments are included in their
biographies on pages 74 and 75. The
significant external appointments considered
during the year are on page 79, where the
Board’s approach to assessing external
commitments is also set out.
Composition, succession
and evaluation
The Nomination Committee Report is on
pages 103 to 107.
Diversity and inclusion
Our diversity policy and key measurements
are detailed in the Responsible Business
section on page 51. The Board has oversight
of our diversity and inclusion policy, and
details of this oversight together with the
Board diversity policy are included in the
Nomination Committee Report on pages 105
to 107.
Director appointment and succession
planning
Full details of the Nomination Committee’s
responsibility for ensuring the correct mix
of skills, experience and knowledge, and
oversight of succession planning are
provided in the Nomination Committee
Report on pages 103 to 107.
Board evaluation
An annual review is undertaken by the Board,
Board Committees and individual Directors.
The process undertaken in 2022 and early
2023 is described in the Corporate
Governance Report on pages 92 and 93.
Audit, risk and
internal control
The Audit Committee Report can be found
on pages 95 to 102.
Risk reporting
Our approach to risk management and
internal control together with the Group’s
risks is set out on pages 63 to 69. The
Board’s oversight of risk management and
the internal control framework is summarised
on page 94 with further details on risks and
controls provided in the Audit Committee
Report on pages 101 and 102.
Other reporting requirements
The Board’s approach to secure a fair,
balanced and understandable report is
provided on page 94. The going concern
statement is reported on page 218 and the
viability statement is on page 70.
The statement of Directors’ responsibilities
is on page 218.
Remuneration
The Remuneration Committee Report can be
found on pages 108 to 129.
The current Directors’ Remuneration Policy
was approved by shareholders at our Annual
General Meeting (AGM) in May 2021. Details
of how the policy was applied during 2022
and how the Remuneration Committee has
undertaken its duties can be found in the
Directors’ Remuneration Report. A copy of
the policy can be found on our website.
Provision 38 of the Code states that the
pension contribution rates for Executive
Directors, or payments in lieu, should be
aligned with those available to the
workforce. With the adoption of our
Directors’ Remuneration Policy following our
AGM in May 2021, the pension entitlement
for new Executive Directors is in line with the
UK workforce, currently 3% of base salary.
However, our Chief Executive was already in
role at the time of the introduction of the new
Code, with a contract that entitled him to a
pension equal to 25% of his salary. As
previously communicated, despite existing
contractual obligations, the Remuneration
Committee reached an agreement whereby
the Chief Executive’s pension contribution
would be frozen at the 2019 amount and
then reduced to be in line with the wider
workforce by the end of 2022. As such, we
were not fully compliant with provision 38
for the entirety of 2022 but now are so, and
we expect to comply with provision 38
throughout 2023 and in future years.
Statement of application of Code principles
78
Rentokil Initial plc
Annual Report 2022
The Board keeps its membership, and that of
its Committees, under review in order to
maintain an ongoing and appropriate balance.
Meetings and attendance
The Board met a total of eight times during
the year. A committee of the Board met four
times for scheduled meetings in relation to
the release of financial results and trading
updates. In addition, a Board Transaction
Committee was formed with authority from the
Board to approve elements of the proposed
Terminix acquisition. As detailed on pages 84
and 85, this Committee met six times in 2022.
The membership and attendance at Board
and Committee meetings during 2022 is
shown below.
Sarosh Mistry was unable to join a Nomination
Committee meeting and a Board meeting
during the year due to conflicting
commitments which could not be rearranged.
In addition, it was agreed prior to his
appointment that David Frear would be unable
to attend his first Board meeting following his
appointment due to a prior commitment. While
we endeavour to avoid conflicts with other
commitments of Board members by setting
our calendar up to three years in advance, it is
sometimes impossible to avoid, especially with
a new appointment.
Where Directors are unable to attend
meetings, they will still receive papers in
advance of the meetings and the Chairman or
Committee Chair would seek the individuals’
views ahead of the meetings and brief them
on the outcome. We believe that all Directors
have sufficient capacity to perform their roles
effectively. Our position on the external
commitments of the members of the Board is
set out below.
External commitments
All Directors may accept positions on other
boards, if they can demonstrate that the
additional commitments will not compromise
their time commitment to us or represent a
conflict of interest. Any new external
appointment must be approved by the Board
having given due consideration to the nature
of the appointment and the anticipated time
Board composition
The Board currently has nine members
comprising a Non-Executive Chairman, two
Executive Directors and six Non-Executive
Directors, whose key responsibilities are set
out on page 91. They receive advice and
support from the Company Secretary and the
Group General Counsel. Full details of the
Board members who served during 2022, and
in 2023 to the date of this report, are on pages
74 and 75.
Non-Executive Directors have regular
opportunities to meet members of the
Executive Leadership Team (see pages 76 and
77) and other members of senior management
and also have at least one meeting during the
year with the Chairman to facilitate discussion
without executive management present. In
2022, the Non-Executive Directors met with
the Chairman twice without management
present. A Nomination Committee, comprising
all the independent Non-Executive Directors
and chaired by the Chairman, is responsible
for managing the appointment process, as part
of a formal, rigorous and transparent
procedure for appointing Directors.
David Frear joined as a Non-Executive
Director on 12 October 2022 following the
Company’s acquisition of Terminix. Details of
the recruitment process undertaken can be
found on page 104. He became a member of
the Nomination Committee and Remuneration
Committee from his date of appointment.
Sally Johnson will join the Board as a
Non-Executive Director on 1 April 2023 and
will become a member of the Nomination and
Audit Committees from the same date. Julie
Southern, having served almost nine years as
a Non-Executive Director, will step down from
the Board on 10 May 2023. Sally will succeed
her as Audit Committee Chair from this date.
See pages 104 and 105 for full details.
Further information on appointment and
succession planning is provided in the
Nomination Committee Report on pages 103
to 107. The Board considers that it and its
Committees have an appropriate composition
to discharge their duties effectively.
commitment. The significant external
commitments of the Directors can be found
in their biographical information on pages 74
and 75.
We consider significant appointments, as
referred to in Principle 15 of the Code, to be
either a role with a listed company or a role
with a time commitment equal to or greater
than their time commitment with us. Currently,
Non-Executive Directors are required to
commit to us at least 20 days a year, and the
Chairman an average of two days a week. The
significant external appointments considered
and approved by the Board during 2022 were
as follows:
A
Julie Southern’s appointment as a
Non-Executive Director and Chair Designate
of RWS Holdings plc in July 2022
A
Cathy Turner’s appointment as a
Non-Executive Director of Lloyds Banking
Group plc in November 2022
A
Linda Yueh’s appointment as a
Non-Executive Director of Standard
Chartered Bank in January 2023
We monitor, in line with published investor
guidance, the issue of Board Directors
becoming over-committed by taking on too
many potentially onerous positions (otherwise
referred to as ‘overboarding’), and the need
to remain flexible to deal with unforeseen
circumstances.
The fact that some of the members of the
Board hold multiple non-executive positions
has not presented any problems regarding
their ability to manage potentially competing
demands for their time. In addition to
published investor guidance, the Board
considers a Director’s time commitment in
aggregate and takes into account whether a
Non-Executive Director holds any executive
appointments. Full attendance details can be
found below.
Non-Executive Directors’
Terms Committee
The Board has an established committee
of the Board to approve the fees and other
benefits of Non-Executive Directors and to
approve on behalf of the Board minor changes
in appointment terms (other than the Chair
of the Board). The committee is comprised
of the Chair of the Board, the Chief Executive
and the Chief Financial Officer. It met once
during 2022 to consider the fees of the
Non-Executive Directors. The Remuneration
Committee considered the fee of the
Chairman at its meeting in September 2022.
The outcome of this review can be found in the
Directors’ Remuneration Report on page 119.
Board and Committee attendance at meetings held in 2022
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Overall
attended
David Frear
1
1/2
1/1
67%
Stuart Ingall-Tombs
8/8
100%
Sarosh Mistry
7/8
3/4
5/5
88%
John Pettigrew
8/8
6/6
4/4
100%
Andy Ransom
8/8
100%
Richard Solomons
8/8
4/4
100%
Cathy Turner
8/8
4/4
5/5
100%
Julie Southern
8/8
6/6
4/4
5/5
100%
Linda Yueh
8/8
6/6
4/4
5/5
100%
1. David Frear was appointed as a Director on 12 October 2022.
Rentokil Initial plc
Annual Report 2022
79
Corporate Governance
Financial Statements
Other Information
Strategic Report
Governance framework
Corporate Governance Report
continued
Audit Committee
Provides effective financial governance
and oversees the Group’s financial and
narrative reporting, risk management
and internal control environment, and
the external and internal audit process.
B
Find out more on pages
95
to
102
Nomination Committee
Ensures the correct balance, structure
and composition of the Board and its
Committees, and reviews Board and
executive succession planning, talent
programmes, and diversity and inclusion.
B
Find out more on pages
103
to
107
Remuneration Committee
Reviews and agrees with the Board the
remuneration framework, determines the
remuneration packages of the Executive
Directors and senior management, and
considers workforce remuneration
arrangements.
B
Find out more on pages
108
to
129
Disclosure Committee
Comprising the Chief Executive,
Chief Financial Officer, Group
Financial Controller and the
Group General Counsel,
it supports the Board’s
responsibility for the accuracy
and timeliness of external
disclosures and compliance
with the Market Abuse
Regulation.
Treasury Committee
Comprising the Chief Financial
Officer, the Group Treasurer
and Group Financial Controller,
it reviews and approves the
capital structure and financing
strategy, as well as risk
and cash management.
Group Risk Committee
Comprising the Chief Financial
Officer and six other functional
executives, it monitors the
internal control environment
and emerging external risks,
and reviews internal policies
and procedures for identifying,
assessing and reporting risks,
meeting quarterly. Details of its
discussions are reported to the
Audit Committee.
Investment Committee
Comprising the Chief Executive,
Chief Financial Officer, Group
Financial Controller and the
Group General Counsel,
it reviews and approves
investments below the
threshold requiring Board
approval, including M&A and
expenditure on property and
environmental remediation.
It also conducts post-acquisition
reviews of completed M&A
transactions and reviews
material litigation quarterly.
The Board’s role is to set the strategy to create sustainable, long-term value for shareholders and other stakeholders. It governs
within a framework of prudent and effective controls that enable it to manage and assess risk. The Board strives to operate
in a constructive, ethical and transparent manner at all times, and to set the tone for the rest of the business.
Matters reserved for the approval of the Board are set out in writing and reviewed annually.
They are available to view on our website.
The Board delegates the execution of the Company’s strategy and the day-to-day management of the business
to the Chief Executive. The Chief Executive cascades authority to the ELT and wider management team
through a documented Group Authority Schedule, which the Board reviews annually. The ELT also manages environmental, social
and governance matters.
B
Q&A with our Chief Executive on pages
12
and
13
B
Biographies on pages
74
to
77
Operating under delegated authority by the Board to the Chief Executive and Chief Financial Officer, these Committees each have
specific remits and authority to approve decisions within set limits.
This governance framework provides the Board with confidence that the appropriate decisions are taken at the appropriate levels, and further
allows the Board to ensure it meets its obligations to our shareholders and other stakeholders. Our shareholders and other key stakeholders
can play an important role in our governance framework. For details on how we engage with them, see pages 46 and 88.
The Board
Chief Executive and the Executive Leadership Team (ELT)
Management Committees
Board Committees
B
Biographies on pages
74
and
75
B
Key activities during 2022 on pages
81
to
85
B
Strategic priorities on pages
20
and
21
INFORMING
INFORMING
INFORMING
REPORTING
REPORTING
REPORTING
80
Rentokil Initial plc
Annual Report 2022
Board’s North America visit
In June 2022, the Board travelled to New
York to hold its Board meeting and strategic
sessions with the North America leadership
team. This allowed the Board to review the
Group’s strategic performance and outlook
in the region with a view to optimising the
combined resources of the enlarged Group
on completion of the acquisition of Terminix.
The meetings were held over two days, and
during in-depth strategy sessions the Board
received an overview of the North America
business, with particular focus on integration
planning and other strategically important
areas. Presentations to the Board on the
North America Pest Control market
comprised an in-depth look at the US
commercial, residential and termite markets,
customer expectations, growth drivers and
market strategy.
The Board also focused on the timeline for
the acquisition of Terminix and related topics
leading up to completion and integration into
the combined Group. The Board considered
the opportunity to adopt a best of breed
approach for the joint leadership team
and the combined US business. Other
presentations and discussions included
the North America field operations, value
creation, the rationalisation of the branch
network and synergy delivery.
Marketing and innovation discussions were
held with a focus on branding and the Board
also considered the new North America
Innovation Centre for termite and residential
pest control (see page 32). Other operational
matters receiving Board attention included
presentations on the plan to deliver IT
enablers for world-class performance and
the building of a world-class procurement
capability.
Throughout the year, the Board monitors the
Group’s performance against the strategy
defined following the annual strategy review
discussions. Strategy updates provided to the
Board include reports by the Chief Executive
at each scheduled Board meeting,
performance management reports from the
Chief Financial Officer on financial and
non-financial key performance indicators
(KPIs), and the conduct of regional business
and functional reviews. The Chief Executive
provides an overview of health and safety
results, operational business performance,
investor relations, M&A, competitor activity
and people matters.
Strategic reviews undertaken during the year
include a review in February of the Group’s
path to net zero and the progress of regional
sustainability plans to achieve agreed targets
by 2025, including reductions in emissions
derived from fumigation, vehicles and energy
(see the Responsible Business section on
pages 54 to 60 for more information).
The Head of Investor Relations presented to
the Board in July 2023, where the Board
considered the Investor Relations function, the
composition of the Company’s share register
and planned investor engagement activities.
In 2022, the Board undertook regional deep
dives with the management teams for North
America, Europe, Asia & MENAT, and the UK
and Sub-Saharan Africa regions. These
provide an overview of operational
performance and future strategy for the
region. The deep dives highlight specific areas
of progress or challenge and allow the Board
the opportunity to gain further knowledge and
engage with the leadership team in the region
on particular areas of focus. In June, the Board
overseas visit was held in New York during
which activities focused on strategic
developments and plans for the North
America region and the progress of the
acquisition of Terminix as detailed below.
A comprehensive review of the medium-term
strategic plan for the enlarged Group was
undertaken in November 2022 at the annual
strategy day, following the acquisition of
Terminix in the prior month. The strategy day
consisted of presentations held over two days,
which included a session on digital marketing
and a presentation from the Company’s
brokers on the market perspective.
The Board receives regular reports that enable
it to assess culture as it evolves within the
Group, to ensure it is aligned with strategy and
the Group’s purpose (see page 3). In 2022, this
included the relaunch of the Company’s
mission, vision and values.
Customer and supplier contracts over an
agreed threshold are also reviewed and
approved by the Board. In November, the
Board approved a supplier contract for the
provision of fleet services to the combined
North America fleet comprising approximately
20,000 vehicles (see page 87).
Board activities in 2022
In order to discharge responsible leadership
and optimise the breadth of Board oversight,
the Board conducts discussions at formal
meetings facilitated by carefully structured
agendas which are agreed in advance by the
Chairman, in conjunction with the Chief
Executive and Company Secretary. A review of
safety, health and environmental performance
is typically at the top of the agenda at
scheduled meetings, where the Chairs of our
Board Committees also provide verbal reports
on the proceedings of those meetings,
highlighting key discussion points and
particular concerns for the Board’s attention.
Other standing agenda items comprise
reports on operational and financial
performance, and legal and governance
updates, together with some deep dives into
areas of strategic importance and risk. The
details of non-exhaustive matters receiving
Board attention at meetings in 2022 are set
out below.
As an acknowledgement of the value of
understanding the views of our stakeholders
and their importance in the ability to deliver
our strategy and purpose, the Board takes into
account the Group’s key stakeholders and
their diverse perspectives as part of the
Board’s discussions. Detailed examples of this
approach in relation to principal decisions
taken by the Board during the year can be
found on pages 86 and 87.
Individual directors undertaking activities
on behalf of the Board update the Board
accordingly. Examples of such engagement
can be found on pages 88 to 90.
Full details of the Board’s activities in relation
to the Terminix acquisition can be found on
pages 84 and 85.
Board activities in 2022
Strategic deep dive
Strategy
B
The
icons used in this section correspond to our strategic priorities as set out on pages
20
and
21
Strategic priorities
Rentokil Initial plc
Annual Report 2022
81
Corporate Governance
Financial Statements
Other Information
Strategic Report
Corporate Governance Report
continued
A review of safety, health and environmental
(SHE) performance is the top item on the
agenda of each scheduled Board meeting,
a practice mirrored at ELT meetings.
Updates are provided from management on
health and safety performance, including KPIs,
and consideration of any serious incidents
during the period, identifying any root causes
and actions or learnings as a result.
Following the introduction of SHE Leading
Indicators in Q1 2021, to complement our
longstanding lost time accident (LTA) and
working days lost (WDL) KPIs (see page 22),
the Board has now established the practice
of reviewing these twice a year.
The initial three leading indicators focused on
our more hazardous activities, such as
fumigation, being consistently measured
across the Group. Other indicators reported
on include compliance with key safety training.
The Board considers major incidents that have
occurred during the year. In 2022, regrettably
there were two colleague fatalities as a result
of road traffic accidents. Following a Board
discussion on safety incidents involving motor
vehicles, the Chief Executive implemented a
process to ensure that, in addition to existing
training, safety management training included
driver safety training.
Throughout 2022, the Board considered our
broader sustainability strategy with a more
detailed update provided at the strategy day
in November. The Board considered current
activities within the business to deliver our
environmental plan. The Board also
considered external reporting and questions
that the Company receives from investors and
analysts in relation to ESG matters.
The Board received recommendations from
the Nomination Committee on the approvals
for Director changes or their tenure during
2022, including the appointment of David
Frear as set out on page 104. A Board
evaluation process is also undertaken annually
as detailed on page 92. The Board receives
regular updates from the Chief Executive on
any changes to senior management or the
governance framework. The Board approved
the change in Company Secretary at its
meeting in February 2022.
Following on from the success of the first
hybrid AGM in 2021, and having considered
the options available, the Board supported the
holding of a second hybrid AGM in May 2022
(see page 88).
Governance procedures and practices are
closely monitored by the Board which also has
oversight of forthcoming governance
developments or regulatory changes,
supported by biannual briefings from the
Company Secretary. In 2022, the Board spent
time considering the outcomes of the
Department for Business, Energy and
Industrial Strategy (BEIS) consultation on audit
and corporate governance reform and the
Position Paper which set out how the Financial
Reporting Council (FRC) will support the
Government’s reforms. Other updates related
to the Economic Crime Act 2022, climate
reporting, the Listing Rules and the Market
Abuse Regulation.
Ahead of the completion of the acquisition of
Terminix, the Board undertook a review of the
Company’s key governance documents,
including its share dealing policies and
disclosure policy, and incorporated updates to
reflect new requirements following the listing
of our ADSs on the New York Stock Exchange.
In December, the Board approved an updated
schedule of governance procedures and
practices, including the adoption of updated
Committees’ terms of reference following a
review in preparation for the Company’s
compliance obligations under Sarbanes Oxley.
The Group HR Director provides updates
twice a year on workforce engagement,
culture and our Employer of Choice agenda.
Details of the update in December 2022 can
be found below.
Board activities in 2022
Board activities in 2022
Safety, health and environment
Governance and compliance
Strategic priorities
Strategic priorities
Culture and workforce engagement
As part of its review of the Group’s Employer
of Choice programme, the Board considered
an update in December from the Group HR
Director on colleague culture and
engagement, focusing on retention priorities
and the building of a best of breed team
while managing, following the acquisition
of Terminix, the significant growth in the
combined Group’s number of colleagues to
more than 58,000 colleagues spanning
91 countries. Within the context of external
factors continuing to influence the
employment landscape, the Board
considered the combined Group’s retention
performance and the contributing forces
driving attraction and retention.
The Board considered the various elements
of a colleague retention toolkit, which had
been built to support regional teams. These
elements included career development, high
engagement and referral awards. As part of
enhancing development in 2022, the Board
also received an update on the Group’s first
Career & Learning Festival held in September.
The Board considered the delivery of
targeted strategies in regions to improve
retention levels. Case studies included
a campaign to recruit older workers in
the Netherlands and the promotion of
a diversified, inclusive and equal work
environment in Asia to increase female
pest technician levels.
The Board’s culture update included a
follow-up from the results of the YVC survey
which, as reported in the 2021 Annual Report,
were provided to the Board in early 2022.
This provided some additional analysis,
particularly to understand engagement and
motivation levels better. Examples of action
areas across the regions as a result of the
YVC survey include improving reward and
recognition programmes, management
training programmes being extended, and
the creation of action plans to address other
key feedback areas.
Strategic deep dive
82
Rentokil Initial plc
Annual Report 2022
As set out on pages 84 and 85, a large
proportion of the Board’s focus in 2022 was
on the acquisition of Terminix, driving and
supporting it to completion.
The Board receives updates on current M&A
activity from the Chief Executive as part of
his report to the Board at each scheduled
meeting. The Group acquired 52 businesses
in 2022 in addition to Terminix.
Regular updates are also included on the
status of the M&A pipeline. Transactions of
a significant size or which involve the Group
entering a new territory or business line are
reviewed and approved by the Board.
During 2022, the Board approved seven
acquisitions in addition to the Terminix
transaction. The Board monitors its
competitors on an ongoing basis.
Twice a year, the Board undertakes a
post-investment review of acquisitions in
aggregate to evaluate the performance of
the total investment in acquisitions which
completed in the prior 12–30 months,
including the delivery against business cases
and execution of integration plans. These
continue to indicate ongoing rigour and
aggregate performance of the M&A strategy
against investment criteria and key metrics.
In January, the Board reviewed and approved
the annual operating plan for 2022.
At each meeting, the Chief Financial Officer
updates the Board on the financial
performance of the Group.
During the year, the Board reviews the
reporting of the financial performance and
approves the financial results and regulatory
announcements. In December, the Board also
considered an overview of the process and
timeframe for the year end reporting and the
filing of the Form 20-F with the Securities and
Exchange Commission (SEC) for the first time
following listing on the NYSE.
The Board reviews the Group’s capital
structure, including financing needs and
funding, as well as capital allocation
throughout the year.
In February, the Board approved funding in
relation to the acquisition of Terminix. This
included the amendment, extension and
increase of the Revolving Credit Facility and
the acquisition facility agreement. As detailed
on page 87, this was further considered by
the Board in May. In September, the Board
considered and approved further funding in
connection with the acquisition of Terminix,
including the repayment of term loans.
Concerning capital structure, the Board
approved, in February, the issue of new
ordinary shares to satisfy the 2019
Performance Share Plan awards due to vest
in 2022. In September, the Board approved
the further issue of 10,500,000 new ordinary
shares in order to satisfy Terminix share
awards that were adopted on completion
of the acquisition.
Further information on the Company’s capital
structure can be found on page 216.
The Board also recommended for shareholder
approval the issue of new shares to satisfy in
part the acquisition of Terminix (see pages 85
and 170 for full details).
Having considered the Group’s dividend
policy and the financial performance of the
Group, the Board approved an interim
dividend for 2022 of 2.4p and is
recommending a final dividend for 2022 of
5.15p per share. This equates to a full-year
dividend of 7.55p per share, an increase of
18.2% compared with 2021.
The Board reviews the Company’s treasury
policy and tax strategy annually and the
current tax strategy, which was approved
in December 2022, is available on the
Company’s website.
Risk management and internal controls
effectiveness are considered by the Board
throughout the year as part of its review of
business strategy and performance, and in its
regular engagement and consultations with
executive management. The Audit Committee
also updates the Board and gives it assurance
that risks are being identified, effectively
managed and mitigated. The Board undertook
a review of the effectiveness of the Group’s
risk management and internal controls
systems in line with Sarbanes Oxley
requirements and material weaknesses were
identified relating to IT general controls and
aspects of management’s overall system of
financial controls (lack of sufficient technical
accounting knowledge, segregation of duties,
management review controls). The Board has
reviewed the remediation plans that form part
of management’s SOX implementation
programme and is satisfied they will address
the potential weaknesses identified.
It also reviewed the Speak Up process and
reports received in 2022.
Other areas of focus include an annual briefing
on IT security, which was provided in
December as set out below. The Board also
receives quarterly summaries of ongoing
material litigation and claims within the Group.
Consideration given to potential risks arising
from the Terminix acquisition is detailed
overleaf.
Board activities in 2022
Board activities in 2022
Board activities in 2022
Mergers and acquisitions (M&A)
Financial management
Risk monitoring and oversight
Strategic priorities
Strategic priorities
Strategic priorities
Cyber security
In December 2022, the Board received an
update from the Chief Information Officer,
the Global Head of Information Security and
the Group Information Security Officer on
the Group’s IT security arrangements and
external cyber risk. The presentation
provided the Board with oversight of the
status of cyber security resilience across the
combined Group and included progress and
achievements in 2022, the current threat
landscape and the high level plans for
information security in place to address the
risk profile through to 2023.
In 2022, the Group adhered to advice from
UK and US cyber security agencies on the
need to operate at a level of heightened
awareness of risk and threats linked to
political conflicts. While there have been three
separate cyber attacks during 2022, these
were successfully mitigated (see page 101).
Our investment in IT security is maintained
and kept fit for purpose to protect the cyber
resilience of our systems and to ensure that
services are available at an appropriate level
sustained by continual monitoring of our
cyber status. Through the penetration
testing exercises we run on our detection
and response capability and the information
security awareness programme we provide,
we have been successful in reducing
security incidents. In 2022, these included
phishing simulation exercises over 10
separate campaigns to an audience of
approximately 15,000 colleagues per
simulation, as well as workshops and
online training facilities. Annual information
security training programmes are also run
for critical roles.
Details of external collaboration and
initiatives were shared with the Board to
demonstrate the Group’s participation in the
wider cyber security space to exchange
knowledge and information. We continue
to monitor external ratings using the
Assessment of Business Cyber Risk
framework provided by the US Chamber
of Commerce and benchmark our cyber
security wherever possible. To ensure that
we are adequately protected, the Group has
a cyber risk insurance policy in place.
The Board also reviewed the plan for 2023
and the ongoing information security
strategy considering key themes to manage
current and emerging threats in order to
keep the business secure, and to build and
deliver the world-class information security
service required as the combined Group
continues to grow.
Strategic deep dive
Rentokil Initial plc
Annual Report 2022
83
Corporate Governance
Financial Statements
Other Information
Strategic Report
Corporate Governance Report
continued
A key area of focus for the Board in 2022 was the
acquisition of Terminix, which was successfully
completed in October 2022. The transaction was
announced in December 2021, and in 2022 the
business worked towards completing the deal,
obtaining the necessary regulatory and shareholder
approvals, and focusing on integration planning.
Regular updates were provided by the Chief
Executive, the Chief Financial Officer and the Group
General Counsel throughout the year at scheduled
Board meetings, and additional meetings were held
as required.
Board activities: Acquisition of Terminix
Transaction Committee
In December 2021, the Board established
and authorised a committee of the Board of
Directors, the Transaction Committee, with full
delegated authority to take all the necessary
steps to complete the acquisition of Terminix.
The Transaction Committee held six meetings
between April and October 2022 to consider
and approve matters relating to and arising
from the transaction including the filing and
publication of transaction documentation and
the final approval to complete on it.
Transaction documents
As the acquisition of Terminix was classified
as a Class 1 transaction under the UK Listing
Rules, the Company was required to send a
circular to its shareholders prior to a general
meeting to approve the transaction. In
addition, because the shares to be issued as
consideration for the transaction constituted
more than 20% of the Company’s share
capital, we were also required to produce a
UK prospectus, which was combined with the
circular (the Combined Circular & Prospectus).
We were also required to prepare jointly with
Terminix a registration statement on Form F-4
(the F-4). The F-4 constituted a prospectus
and a proxy statement and was mailed to
Terminix’s shareholders prior to the special
meeting to approve the transaction.
Consideration of risk
The Board had regard to the potential risks
from the acquisition throughout the year. This
was considered as part of the disclosure of risk
factors in the Form F-4. In addition, in
September 2022, the Board received a
presentation on termite litigation from both the
CEO and the VP of Strategic Operations at
Terminix as well as a report from the Head of
Group Insurable Risk at Rentokil Initial on
insurance in relation to the transaction.
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Annual Report 2022
January
– February
A
Executive Directors and Investor Relations engaged with
investors in relation to the transaction
A
The Chairman met with a key investor to discuss the Board’s
thinking and approach to the Terminix acquisition
April
A
Board training session held with the Group General Counsel
and external UK and US lawyers
May
A
Approval of initial filing of initial Form F-4 and F-6
A
Additional Audit Committee meeting held to review the
F-4 financial information and Public Company Accounting
Oversight Board (United States) (PCAOB) audits for
recommendation to the Board
A
Acquisition related funding considered and approved
June
A
Board visit to New York
A
Consideration of transaction documents and
sponsor agreement
A
Board session with sponsor
July
A
Approval of filing of First F-4 Amendment and the
First Response Letter with the SEC
August
A
Approval of filing of Second F-4 Amendment and the
Second Response Letter with the SEC
September
A
Approval of various key transaction documents including
the final F-4 and the Combined Circular and Prospectus
A
Publication of Combined Circular and Prospectus and
Notice of General Meeting
October
A
Shareholder approval received at the general meetings
held on 6 October
A
Board approval of the completion of the acquisition and
ancillary steps
A
On 12 October the acquisition completed, David Frear
was appointed and the Company listed on the NYSE
Transaction Committee meetings
Board meetings
In April 2022, an additional session was held with the members
of the Board, where training was delivered by the Group General
Counsel and the Company’s external UK and US legal advisors
outlining the contents of the F-4 and the Combined Circular and
Prospectus which would be required as part of the transaction,
as well as clearly setting out the Directors’ obligations.
Board masterclass
The Board meeting in June 2022 was held in New York and was
followed by a two-day session with the North America
management team. The team and other members of the senior
leadership team presented on the key strategic areas of the
business and gave an update on integration planning, including the
best of breed strategy, the path to completion of the acquisition,
field operations synergies and the options for the branding of the
combined Group. During the visit, a dinner was held with the
board of directors of Terminix.
Regional review with North America management team
At the Board meeting in November 2022, the Chief Executive
provided an overview to the Board of his engagement with
Terminix colleagues and other stakeholders following completion
(see page 88) and feedback received.
Following completion, the Chairman sent a thank you message
on behalf of the Board to all colleagues, thanking both those
who were involved in the deal and those who, while not directly
involved, helped to successfully deliver business as usual.
Ongoing updates on the status of the implementation programme
and synergy delivery will be provided to the Board throughout
2023.
Post-completion
Given the scale of the deal, the proposed transaction was
conditional upon both companies obtaining shareholder approval.
The general meeting for Rentokil Initial was held on 6 October
2022 in London while the shareholder meeting for Terminix was
held on the same day in America. Overwhelming support was
received for the transaction, with Rentokil Initial shareholders
voting 99.8% in favour of the resolution to approve the transaction.
General meeting
Rentokil Initial plc
Annual Report 2022
85
Corporate Governance
Financial Statements
Other Information
Strategic Report
Corporate Governance Report
continued
Principal decisions of the Board
We consider the principal decisions of the
Board to be those direct decisions taken,
rather than delegated to management or a
Committee of the Board, unless considered
and approved in principle by the whole Board
first, and which may have a potentially material
impact on the Company’s strategy, a
stakeholder group or the long-term value
creation of the Company. We group the
Board’s principal decisions into nine
categories: financial results; capital allocation;
funding; strategy (including ESG strategy);
M&A activity; supplier and customer contracts;
Board changes; Company statements; and
other matters reserved to the Board.
Within these categories, some matters are
considered less material or strategically
significant, such as the approval of the Board
governance manual (including changes to the
Group Authority Schedule), or the issue of new
shares to satisfy our executive share plan.
An overview of the Board’s activities during
2022 can be found on pages 81 to 85.
This contains details of the most materially
significant principal decisions made during the
year. In addition, examples are provided below
to illustrate how the Directors have had regard
to the matters set out in section 172(1)(a)–(f) of
the Companies Act 2006 when making
principal decisions in 2022 (these include
consideration given to key stakeholders,
including employees, communities and
commercial counterparties but are set out in
full in the key opposite).
Relevant Board papers for deliberation or
decision by the Board are drafted to include
an appendix clearly setting out the potential
impact on stakeholder groups to aid the
Board’s consideration.
The section 172(1) statement can be found on
page 45. More information on the Board’s
engagement with stakeholders and the
impacts on the Board’s considerations during
the year can be found on pages 88 to 90.
Completing a transformational combination
Following the announcement to the market on 14 December 2021 that the Company intended to acquire Terminix, a significant amount of time was
spent by the Board over the ensuing months to oversee and progress the required steps towards completion. Due to the scale of the acquisition
shareholder approval was needed by both companies and this, therefore, included the consideration and approval of UK and US filings. Further
information on the Board’s activities in 2022 in relation to the transaction can be found on pages 81 to 85.
Directors’ consideration of factors in accordance with section 172(1)
Long-term results
The strategic considerations for supporting the transaction as set out in the 2021 Annual Report remained materially unchanged. The
Board concluded that the transaction would accelerate business growth and competitive positioning by building on the Group’s business
leadership through substantially increased scale in North America. The combined Group would have the opportunity to increase net
operating margins through cost reductions, organic growth and operational efficiencies.
Colleagues
The combination presents opportunities for colleagues to develop rewarding long-term careers with a clearly communicated set of
commitments to colleagues from the Company. The North America business would be underpinned by the Group’s focus to develop and
retain a best of breed team as part of its Employer of Choice programme, with a strong joint leadership and high-performance culture.
Our business relationships
The business synergies identified in 2021 were regularly reviewed. The complementary combination provides an enlarged platform to
serve existing customers with a shared commitment to providing the highest levels of customer satisfaction and to developing new,
innovative ways to better serve our customer base.
Communities and the environment
Terminix has scale and deep presence in the US and the combined Group would continue to offer job opportunities. Terminix has a clear
focus on supporting charitable organisations that align with Rentokil Initial’s mission of supporting people and enhancing lives.
Our reputation
The Board has taken time to identify, understand and assess the operational risks in Terminix particularly in relation to termite services
including the management of customer claims.
Fairness between our shareholders
The transactional documents produced provided the necessary information for both sets of shareholders to make an informed decision
when voting on the transaction.
Outcome
The Board approved the publication of the transactional documents and general meetings were held in October 2022 where shareholders of both
companies provided overwhelming support for the transaction to proceed. The acquisition of Terminix completed on 12 October 2022. The
acquisition elevated the Company’s FTSE ranking and saw it listed on the New York Stock Exchange. A new mission, vision and values were
launched for the combined Group. The addition of Preserving our Planet to our mission statement reflects an enhanced focus on becoming more
sustainable and supporting customers’ sustainability plans.
Key to section 172(1) considerations
Long-term results
Our reputation
Colleagues
Communities and the environment
Fairness between our shareholders
Our business relationships
86
Rentokil Initial plc
Annual Report 2022
Ensuring the right supplier for combined fleet volumes
A tender was undertaken in 2022 for the provision of fleet management services on vehicle procurement, vehicle leasing, fuel and fleet
management service provision for the combined North America fleet following the acquisition of Terminix. The proposal for the preferred supplier
of more than 20,000 vehicles was considered by the Board at its meeting in November 2022.
Directors’ consideration of factors in accordance with section 172(1)
Long-term results
The Board considered the synergy cost savings which were expected to be delivered on the contract. In assessing the proposal, the Board
concluded that the contract would deliver the best overall commercial value and that the improved commercial terms would generate a
positive financial impact for the US business.
Colleagues
The proposal to award the contract to the current provider reduced any potential impact on colleagues. While there would be a change
of fuel and maintenance cards, drivers could still use the same vehicles, garages and fuel stations and there would therefore be no
operational impact. The supplier’s robust support team structure would assist colleagues to operate effectively.
Our business relationships
The new contract would have no impact on our customer base. The preferred supplier is a market leader with whom the Group has had
a business relationship for nearly five years characterised by the provision of excellent levels of service. A supplier risk assessment was
undertaken as part of the tender process with no material risks found.
Communities and the environment
The contract does not restrict the vehicle manufacturer or type allowing the business to retain flexibility in its decision-making regarding
engine type and electric vehicle adoption. The preferred supplier will support the business in migrating to ultra-low emission vehicles in
future years.
Our reputation
The contract supports our commitment by the combined Group to reach net zero carbon emissions from our operations by 2040.
Outcome
The Board approved entering into the contract with Element Fleet Management for a period of six years at its meeting in November 2022. The
contract was subsequently signed in December 2022 and approximately 5,000 vehicles already provided by the supplier were migrated to the
enhanced terms by the end of the year. Successful implementation sessions were held between supplier and customer teams in January 2023 and
final plans are under way for the service provision to be rolled out in 2023.
Debt financing underpinning transaction funding
In February 2022, the Company replaced its $2.7bn bridge facility provided by Barclays with a $700m three-year term loan facility provided by
15 banks and a $2bn bridge-to-bond facility provided by eight banks with a maturity date of August 2023. It was intended to draw down the loan
when the Terminix transaction completed. However, given the current geopolitical situation which had resulted in volatile periods where bond
markets had closed without notice in response to events, a funding update was brought back to the Board in May 2022 for approval to access the
bond market in advance of the Terminix acquisition closing.
Directors’ consideration of factors in accordance with section 172(1)
Long-term results
The proposed approach would remove the refinancing risk associated with the bridge-to-bond and should provide shareholders with
confidence that additional financing would not be required to fund the cash element of the transaction. The Board considered the risk that
subject to the integration of the acquisition, the Group’s credit rating could be revised down or up.
Our reputation
Removing the risk of bond markets not being open following the closing of the Terminix acquisition and into 2023 when the bridge-to-bond
would need to be refinanced would help secure our reputation as a safe, mature business which can deliver on our commitments to the
market.
Fairness between our shareholders
Any funding decisions would impact shareholders equally.
Outcome
During June 2022, in order to convert the bridge facility into long-term debt, the Group successfully priced three bonds: €850m five-year at
3.875%; €600m eight-year at 4.375%; and £400m 10-year at 5.0%. These bonds fully covered the $1.3bn cash element of the transaction
consideration. The balance of the bonds alongside the $700m three-year loan facility would cover the refinancing of Terminix debt and transaction
costs. The Group’s funding position was communicated in the Company’s interim results with details also provided in the transaction documents
for shareholders.
Rentokil Initial plc
Annual Report 2022
87
Corporate Governance
Financial Statements
Other Information
Strategic Report
Corporate Governance Report
continued
Information flow to the Board
A
Health and safety reports
A
Monitoring performance measures such
as colleague retention
A
Results of YVC colleague survey or other
pulse surveys
A
Regional deep dive presentations
A
Employer of Choice update provided
twice a year
A
Key management changes included
in every Chief Executive report
A
Monitoring external measures such
as Glassdoor
A
Notification of any awards won or other
external validation
A
Gender Pay Report
A
Ethical concerns reported via the
confidential reporting process Speak Up
Direct Board engagement
The Board aims to engage with a broad range
of the senior management team, whether this
is by joining senior management meetings,
colleague events or by colleagues attending
and presenting to the Board at its meetings
(see pages 81 to 83, 89 and 90).
Wherever possible, the Board seeks to
continue this engagement outside of the
boardroom via informal events such as
lunches or dinners. For instance, in
November all presenters at the Board and
Board Committee meetings and strategy day
sessions were invited to a dinner with the
Board to allow the opportunity for further
discussion. Directors also have the
opportunity to hold individual meetings
with colleagues.
The opportunity for Director engagement
with other colleagues is primarily via visits
to local Rentokil Initial operations, attending
town hall sessions, undertaking site visits
or going on ‘ride-alongs’ with technicians.
The outcome from any engagement, as well
as any feedback that has been received, is
shared at Board meetings where appropriate.
Information is shared from the Board to
colleagues via established methods of
colleague engagement (see page 46). For
instance, in November 2022 a recorded
message from the Chairman was shared
in the Chief Executive’s quarterly update
thanking colleagues on behalf of the Board
for all their work in relation to the Terminix
acquisition. An end of year message was
also sent to colleagues jointly from the
Chief Executive and Chairman.
2023 Annual General Meeting
The Board takes the opportunity to engage
with both private and institutional
shareholders at the Company’s AGM and
views it as an occasion to update all our
shareholders on the performance of the
business they own.
In order to make our AGM more accessible
and encourage engagement from a broader
range of shareholders, we held a hybrid
AGM again in May 2022.
To accommodate the increased proportion
of our shareholders based in North America,
the AGM was also held slightly later in the
day to enable them to join more easily
should they wish to do so.
The 2023 AGM will be held at, and be
broadcast via live webcast from, the
Company’s offices at Compass House,
Manor Royal, Crawley, West Sussex,
RH10 9PY from 3.00pm on 10 May 2023.
We continue to encourage our shareholders
to join the AGM safely and securely via the
live webcast, where appropriate, to engage
in all elements of the meeting. Questions can
also be submitted in advance of the meeting
by emailing
chairman@rentokil-initial.com
.
A separate Notice of Meeting, containing
both an explanation of the items of special
business and full details of how to join
the meeting remotely, has been sent to
shareholders and is available on our website.
Stakeholder engagement
We identify the key stakeholders relevant
to the Group’s businesses or operations as
our colleagues, shareholders, customers,
communities and suppliers. Information on our
key stakeholders is set out on pages 46 and 47,
including their key issues and impacts, as well
as how our businesses and management
engage with these groups. We will continue
to monitor if these groups remain appropriate,
particularly given the enlarged size of the
Group following the acquisition of Terminix
in October 2022.
The following pages provide details of how the
Directors receive information about our key
stakeholders, alongside some examples of
engagement the Directors undertook in 2022.
You can find our section 172(1) statement, which
describes how the Board has regard to key
stakeholders, on page 45, with examples of
principal decisions taken in 2022 and the
attention given to stakeholders in its
considerations on pages 86 and 87.
Following the completion of the acquisition
of Terminix in October 2022 and the listing
of our American Depositary Shares on the
New York Stock Exchange, the Chief Executive
travelled to Terminix’s head office in Memphis,
Tennessee. The day after completion he
spoke at a town hall event held with Terminix
colleagues before visiting five Terminix
branches in the US over the course of the
following week. He also met with four of the
Terminix franchisees and provided a full
update to the Board at its next meeting.
In assessing the Board’s engagement with the
Group’s workforce, we believe our existing
arrangements for workforce engagement are
as appropriate as the proposed methods set
out in the UK Corporate Governance Code.
Having regard to the size, distribution and scale
of our businesses and our dispersed, global
workforce, totalling approximately 58,600
people in 91 countries, we feel the existing
framework of local and regional engagement
tools, which flow up to the Board together
with supplementary individual Director
engagement, remains effective.
The workforce engagement undertaken gave
the Board greater insight into how individual
businesses and functions operate, the
approaches taken by management and
awareness of our culture in practice. Feedback
from engagement sessions is used to
determine if areas should be identified for
additional strategic focus by the Board or
management.
Colleagues
Information flow to the Board
A
Chief Executive report at each Board
meeting includes an investor relations
update
A
Financial performance reports
A
Analyst notes circulated
A
Presentations on market perspectives
by the Company’s brokers
A
Capital Markets Day and feedback
A
Feedback from investor meetings
Direct Board engagement
There are a number of ways the Board
engages directly with shareholders including
correspondence with investors, attendance
at the Preliminary and Interim Results
presentations in London, phone calls and
meetings with the Chairman and Chair of
the Remuneration Committee, consultation
sessions and general meetings, including
the AGM (see below).
In 2022, members of the Board were able
to engage with retail shareholders at the
general meeting to approve the acquisition
of Terminix (see pages 84 and 85). The
Executive Directors meet regularly with
institutional investors as part ongoing
Investor Relations activity. In early 2022, the
Executive Directors engaged extensively
with investors following the announcement
that the Company planned to acquire
Terminix and the Chairman held one meeting
with an investor in relation to the Terminix
acquisition.
The Chairman writes to key shareholders
each year to offer the opportunity to engage.
In March 2022, he wrote to our top 20
investors, representing nearly 55% of the
Company’s issued share capital. In response
to his offer, the Chairman held three
meetings with investors. Topics covered
included the Terminix transaction, including
the due diligence process and the role of the
Board; sustainability and culture; inflationary
pressures; and Board composition. The
Board will have regard to matters raised by
investors when considering items on the
agenda during the year. Feedback on the
presentation of information to the market
was considered when reviewing subsequent
regulatory announcements.
The Chairman and Committee Chairs
welcome any comments on this report and
shareholders are invited to contact them via
email at chairman@rentokil-initial.com. They
will also be available to answer questions at
the Company’s AGM.
Shareholders
88
Rentokil Initial plc
Annual Report 2022
Information flow to the Board
A
Regional deep dive presentations
A
Customer Voice Counts (CVC) scores
A
Strategy day review – especially product
pipeline and innovation
A
Material customer contracts requiring Board
approval
A
Monitoring external measures such as
Trustpilot
Direct Board engagement
We have not found it necessary to have a
high level of Board contact with our widely
dispersed customer base, although time may
be taken as part of the overseas Board visit to
undertake a site visit and meet with
customers.
Due to the Terminix transaction in 2022, the
Board did not have a site visit but used its time
in the USA to meet with external advisors, the
North America management team and the
Terminix board instead.
Information flow to the Board
A
Health, safety and environment updates
A
Regional deep dive presentations
A
Annual Report review
A
Responsible Business Report review
A
Updates on RI Cares (see page 61)
A
The
R
I
GH
T
WAY
magazine, which contains
a variety of examples of the business and
our colleagues engaging with the
community
Direct Board engagement
While communities and the environment
continue to be a focus for the Board, no direct
engagement took place between Directors
and communities during 2022. Given the
nature of our business it is felt the indirect
engagement provided is at an appropriate
level and no Director engagement is required,
but this will be kept under review.
Information flow to the Board
The Board oversees the principal engagement
undertaken by operational management
(especially the central procurement and supply
chain function, and national procurement
managers) through:
A
review and approval of our major supplier
contracts;
A
approval of our Modern Slavery Statement;
and
A
oversight of the Supplier Speak Up ethical
reporting process.
Direct Board engagement
Given the nature of the business, we do not
expect our Directors to have any direct
engagement with our suppliers. They instead
rely on the indirect engagement set out above
and the Company’s engagement as detailed
on page 47.
Customers
Communities
Suppliers
In July 2022 our Chairman, Richard
Solomons, while visiting Singapore spent a
day at the local Rentokil Initial office where
he had the opportunity to meet with both
the Singapore management team and the
regional team for Asia. He received a
presentation from members of the Asia
management team, including Martin Oxley
(Regional Finance Director, Asia & MENAT),
which included a SHE update and overview
of the region as well as a discussion on key
priorities for the business.
A separate session was held with the
Singapore team, comprising the MD, the FD,
HRD and the Marketing Director, which
focused on the growth journey and market
overview of the business as well as key
initiatives for 2023.
Following a lunch with colleagues, the
Chairman went on a customer visit to a hotel
in Singapore where Rentokil Initial provides
pest control services. While there he was
able to observe the work of the service
technicians and see innovative products,
such as the mosquito control solution
In2Care, in action.
The Chairman with Rentokil Initial colleagues in
the Singapore office and at a customer site visit.
Spotlight
Meeting with colleagues and customers in Singapore
In April 2022, Linda Yueh joined the Europe
Executive Committee (Excom) meeting
being held in Spain to support discussions
organised by Alain Moffroid (Managing
Director, Europe).
The Excom gathers the MDs of all
businesses and functional heads in the
region (approximately 25 colleagues) and
was the first one of the new and enlarged
Europe region after it welcomed the Nordics
and Poland. Linda spoke via video
conference to the team to share her views
on the prevailing economic climate and the
key implications for the Group, and then
answered questions from colleagues.
Spotlight
Sharing knowledge among colleagues
Alain was a great host and
members of the Excom
asked insightful questions.
Linda Yueh
Non-Executive Director
Rentokil Initial plc
Annual Report 2022
89
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Other Information
Strategic Report
As part of International Women’s Day an
afternoon of events, including speed
networking sessions, was held at the
Company’s Head Office in the UK.
Members of the Company’s graduate
training programme played a key role in
organising the event which was open to
both men and women. Linda Yueh,
Non-Executive Director, joined for a live
Q&A session which included a discussion
on potential barriers to advancing in your
career. Cathy Turner also participated by
pre-recording an interview that was
played to colleagues.
The Chairman visited Dubai in February
2022 where he spent a day meeting with
colleagues in our Middle East business.
During his trip he visited both the Rentokil
Initial office and the offices of Boecker, a
leading pest control and environmental
health business which was acquired in
August 2021.
He received presentations from both
management teams, toured the premises
and had the opportunity to meet with
colleagues, including during an informal
lunch. Feedback, which was shared at a
subsequent Board meeting, noted how
much the local teams had appreciated
the visit.
Corporate Governance Report
continued
Spotlight
Supporting opportunities on International Women’s Day
Visiting our expanded business in the Middle East
As a new graduate in my first
job post-university, I could
relate to the topics we
discussed and will take your
insight and advice with me
as I go forward in my career.
Gabbie Barkley
Marketing & Innovation Graduate
Spotlight
Values and culture
Our culture is characterised as customer
focused, driven to succeed, diverse, down
to earth and innovative. In 2022, our culture
framework for future success was reviewed
as part of a broader review of our mission,
vision and values. The Board considered
the outcome of discussions held by HR, the
Group Leadership Forum and in workshops
with Terminix colleagues at its meeting in
June 2022. The aim was to identify a new
and a shared cultural framework for our
combined organisation. As a result we have
added to our mission of ‘protecting people
and enhancing lives’ a critically important third
limb of ‘preserving our planet’. A fourth value
of Responsibility has also been added to our
core values of Service, Relationships and
Teamwork. The revised culture framework,
which was launched in October 2022,
underpins our vision to be the most loved
and respected services business on the
planet – delivering in the
R
I
GH
T
WAY
.
The Board’s ongoing oversight of the Group’s
mission, vision and values ensures that our
culture is aligned with our business goals and
is right for our people and purpose. Key
metrics have been identified to monitor our
culture which are included in the updates that
the Board receives twice a year on culture,
progress on our Employer of Choice agenda,
and workforce engagement. The reports
included updates on colleague retention,
enhancing colleague development and a
follow up on the outcomes of the Your Voice
Counts (YVC) colleague survey undertaken
in 2021.
One of the key methods for both senior
management and the Board to monitor culture
is to analyse the results of the YVC colleague
survey, which is carried out every second year.
This includes questions mapped to each of
the five core themes in our culture model to
provide a score and trend for each at a Group,
functional and regional level. There are 12
questions in the survey to create a Core
Culture Index. Our next such survey will be
undertaken in 2023.
Examples of other ways that the Board
monitors and assesses culture include:
A
monitoring Sales and Service colleague
retention rates, overall colleague rolling
12-month retention and analysis of retention
by region;
A
monitoring content and usage of the U+
online learning platform and other means
of delivering training and development;
A
the results of employee pulse surveys;
A
external views such as Glassdoor ratings;
and
A
mental health awareness and other
employee campaigns.
The Audit Committee also monitors culture
through its oversight of:
A
confidential reporting via the Company’s
Speak Up facility; and
A
compliance failures, such as incidences
of fraud.
90
Rentokil Initial plc
Annual Report 2022
Chair of the Board
Richard Solomons
Responsibilities
A
Leading and managing the Board
A
Setting the agenda, including discussing
issues of strategy, performance,
accountability and risk
A
Providing constructive challenge to
management
A
Setting clear expectations on culture,
values and behaviour
A
Ensuring effective communication with
shareholders and other stakeholders
A
Evaluating performance of the Board
and Chief Executive
Chief Executive
Andy Ransom
Responsibilities
A
Recommending and executing strategies
and strategic priorities
A
Managing operational and financial
performance, including monthly
performance reviews with all regions,
and identifying and managing risks
to achieving the strategy
A
With the Chief Financial Officer, explaining
performance to shareholders
A
Executive management capability and
development
A
Overall development of Group policies
and communicating the Company’s values
A
Responsible business (ESG) agenda
Chief Financial Officer
Stuart Ingall-Tombs
Responsibilities
A
Supporting the Chief Executive in
developing and implementing strategy
A
Supporting the Chief Executive in
managing the operational and financial
performance of the Group
A
With the Chief Executive, explaining
performance to shareholders
A
Recommending appropriate financing,
treasury and distribution arrangements
The Board has collective responsibility for the governance of the Company, using clear authority and reporting governance structures
to undertake its duties as set out on page 80. The clear division between executive and non-executive responsibilities promotes
accountability and oversight. The roles of Chair of the Board and Chief Executive are kept separate with their responsibilities well defined,
set out in writing and regularly reviewed by the Board. The pro-forma appointment letters for a Non-Executive Director and the Chair of the
Board are available on our website.
Senior Independent Director (SID)
John Pettigrew
Responsibilities
A
Leading the Non-Executive Directors’
appraisal of the Chair of the Board
A
Working with the Chair of the Board
on Board effectiveness
A
Providing an alternative channel of
communication for investors, primarily
on corporate governance matters
A
Being a sounding board for the Chair
of the Board
A
Chairing the Nomination Committee
when it is considering succession to
the role of Chair of the Board
Independent Non-Executive Directors
David Frear, Sarosh Mistry, Julie Southern,
Cathy Turner, Linda Yueh
Responsibilities
A
Contributing independent challenge
and rigour
A
Assisting in developing the Company’s
strategy
A
Ensuring the integrity of financial
information, controls and risk
management processes
A
Monitoring the performance of the
Executive Directors to agreed goals
and objectives
A
Advising and being a sounding board
for Executive Directors and ELT
A
Performing their Committee
responsibilities
Company Secretary
Catherine Stead
Responsibilities
A
Assisting the Chair in developing the
Board calendar and agendas
A
Assisting the Chair and SID in their
evaluation of the Board’s effectiveness
A
Advising the Board and its Committees
on governance matters and managing
effective corporate governance and
compliance arrangements for the Board
and the Group
A
Facilitating Board induction and
development programmes
A
Facilitating Board engagement with
the business and key stakeholders
Division of responsibilities
The Board and its Committees consider other
methods of measurement throughout the year
as part of their ongoing engagement with
stakeholders as set out on pages 88 to 90.
Our approach to investing in and rewarding
our colleagues can be found on pages 51
and 121.
The Board’s culture update twice a year also
includes an overview on the Company’s
approach to diversity, equality and inclusion,
alongside data which enables the Board to
monitor the Company’s progress in this area.
Further details on fostering a diverse and
inclusive culture can be found on pages 51, 107
and 122.
Independence of
Board members
The independence of Directors is considered
upon their appointment, and subsequently
reviewed as part of the individual Director
performance evaluation process, to ensure all
non-executive Board members retain the
necessary independence of judgement. In
their continued constructive challenges to the
executive team and senior management at
Board and Committee meetings, and during
informal interaction outside those meetings,
the non-executive Board members reflect
their ongoing independence.
The Board has determined that all our
Non-Executive Directors are independent and
have retained their independence of character
and judgement. In coming to this conclusion,
the Board has taken into account any
indicators of potential non-independence as
set out in the Code. No Director took part in
the Board’s consideration of their own
independence. The Chairman was considered
independent on his appointment. You can find
details of the Directors’ share interests in the
Company in the Directors’ Remuneration
Report on page 119. No current Non-Executive
Director has served on the Board for longer
than nine years. You can see the length of
tenure for each Director on page 73.
We consider and address any potential conflicts
of interest before any new external Board
appointment. All potential conflicts are
submitted to the Board for consideration and,
as appropriate, authorisation in accordance
with our articles of association and the
Companies Act 2006. Details of these are
recorded in a register of conflicts, which the
Nomination Committee also reviews in full
annually. No material conflicts have been
declared. You can find further details of this
process in the Nomination Committee Report
on page 106. In accordance with the Code, the
Directors are subject to annual re-election by
shareholders and will, therefore, be seeking
re-election at the AGM in May 2023, as
appropriate (see page 215).
Rentokil Initial plc
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Board evaluation
In line with best practice, we have a formal evaluation process to assess the performance and effectiveness of the Board, its Committees and
individual Directors comprehensively each year. In accordance with provision 21 of the UK Corporate Governance Code, we have adopted a
three-year cycle of external Board evaluations, with the last external evaluation undertaken in 2020. An update on the status of the
recommendations resulting from the 2021 Board evaluation is provided below.
2021 evaluation recommendations and progress made during 2022
Improve understanding of
US regulatory environment
and implications, in light of
the Terminix acquisition
A
Ensure effective oversight of the Terminix acquisition.
Effective oversight was facilitated via regular updates from management, the Board’s visit to North America
where in-depth sessions with the North America management team were held and other strategic sessions.
A
Deepen understanding of US regulatory requirements and related implications of the acquisition, with the
assistance of external advisors.
The Board received regular briefings throughout 2022 and a masterclass was held in April 2022.
See Board activities on pages 81 to 85 for more information.
Review Board and ELT
succession plans
A
Develop succession plan for Audit Committee Chair.
A recruitment process was undertaken in 2022 and early 2023 to identify a successor.
A
Review Board composition in light of the Terminix acquisition.
David Frear (Non-Executive Director at Terminix, see page 74) was appointed to the Board in October 2022
following the acquisition of Terminix.
A
Regular review of Executive Director and ELT succession plans and ensure Board familiarity with potential
succession candidates.
Two reviews were held in 2022 and the Board agenda was structured to help facilitate Board familiarity with
potential succession candidates.
See the Nomination Committee Report on pages 103 to 107 for more information.
Monitor organisational
capacity
A
Ensure effective oversight of potential organisational stretch from balancing the day-to-day needs of the
business with delivery of the Terminix acquisition and post-closing integration and synergies.
Monitored closely as part of the regular updates received on the acquisition in 2022, and integration and
synergy updates and oversight.
Stakeholder engagement
A
Continue to develop ways to ensure effective engagement with the full range of key stakeholder groups,
building on progress in 2021.
The enhanced time and focus spent on the acquisition of Terminix in 2022 impeded to some extent the
opportunity to further develop engagement opportunities beyond the transaction. The usual level of
colleague engagement was maintained.
See Stakeholder engagement on pages 88 to 90 for more information.
During 2022, we once again undertook an internal review of the Board and Committees, facilitated using online, anonymised questionnaires. The
questions were largely consistent with those asked in 2021, to allow results to be compared. Where appropriate, questions were updated or added
to consider key developments during the year, particularly with regard to the acquisition of Terminix. The questionnaires were distributed after the
Board meeting and strategy day sessions in November, and the Board questionnaire included a review of the strategy sessions. The outcome of the
evaluation was then reviewed by the Chairman, Committee Chairs and SID ahead of discussions being held at the Board and Committee meetings in
February 2023.
The findings from the 2022 Board review were very positive overall, with the composition and expertise of the Board continuing to be deemed
appropriate. Positive responses were received on the clarity of the Company’s strategy, the Board’s understanding of the capacity of the
organisation to deliver the strategy and the effectiveness of Board oversight. The effectiveness of the Board’s monitoring and oversight of the M&A
strategy and risk continue to be seen as excellent. The Board’s engagement and oversight of the Terminix acquisitions scored particularly highly,
with no areas being highlighted for improvement although US regulatory and SOX compliance was identified as an area for potential future Board
training. Following its review of the outcomes, the Board identified a certain number of opportunities for improvement and agreed the following
actions for 2023.
2022 evaluation recommendations
Actions to be taken during 2023
Monitor Terminix integration
A
Continue to provide regular updates on the Terminix integration programme.
A
Monitor synergy deliveries.
A
Deepen knowledge of SOX compliance obligations and enhance oversight of changes in US corporate
governance.
Stakeholder considerations
and Non-Executive Director
engagement
A
Improve the information flow on customers to the Board to enhance understanding.
A
Continue to ensure Board familiarity with senior management colleagues and potential succession candidates
for executive management roles.
A
Optimise other workforce engagement opportunities.
Enhance competitor
oversight
A
Enhance information flow to the Board on competitors.
A
Ongoing consideration to be given to the competitive landscape, particularly by region.
Review of Board papers
A
Continue to evolve the quality of Board materials to facilitate discussions at meetings.
A
To revise the Group KPI report to streamline for key information.
Corporate Governance Report
continued
92
Rentokil Initial plc
Annual Report 2022
Board Committee evaluation
As part of the annual evaluation process, we
also used questionnaires to assess the
effectiveness of the performance of, and the
support provided to, the Board Committees.
We confirmed that the operation of the Board
Committees remains effective and that the
Committees are well integrated into the Board
decision-making processes. Each Committee
Chair oversaw the specific findings and
agreement of action to be taken, considering
the overall Board findings where they were
deemed relevant to the Committee’s work.
Further details are set out in each Committee
report on pages 95 to 129.
Director evaluation
Each Non-Executive Director completes a
self-evaluation questionnaire as part of the
annual review of their ongoing performance.
The Chairman meets with each Non-Executive
Director to discuss the outcomes of
self-evaluation. Additionally throughout the
year, the Chairman has individual discussions
that contribute to the review.
A questionnaire is completed by the Directors,
Company Secretary and Group General
Counsel in order to review the Chair of the
Board’s performance during the year. In order
to supplement the questionnaire, the SID also
engages directly with the members of the
Nomination Committee to obtain additional
feedback. The SID then collates the
information obtained on an anonymous basis,
and shares the outcome with the Chairman
prior to the Board meeting in February.
Executive Directors are subject to regular
review, with the Chief Executive appraising the
performance of the Chief Financial Officer as
part of the annual Group-wide performance
evaluation of all colleagues. The Chairman
evaluates the performance of the Chief
Executive as part of the same process. The
Remuneration Committee also reviews
Executive Director performance as part of its
discussions on remuneration, including bonus
payments.
The Nomination Committee and the Board
take the outcome of these evaluation
processes into account each year, to inform its
recommendation for Board members to be put
forward for re-election by shareholders. All
Directors were deemed to be effective
members of the Board and are recommended
for re-election at the Company’s AGM.
Director induction
and training
In order to ensure that the Directors continue
to provide outstanding leadership and
challenge, the Board undergoes a regular
performance-evaluation process, as well as
undertaking ongoing training and receiving
governance briefings. The Board is also
subject to annual re-election by shareholders.
The Chairman and Company Secretary make
available to each new Director a full, formal
and customised induction to the Company and
the role of the Board. Meetings are often
phased over a period of several months.
After completing his initial induction following
his appointment as a Non-Executive Director
in April 2021, Sarosh Mistry continued to
establish relationships with senior
management and further his understanding of
the business by holding in person meetings
with various members of the ELT and the
Group Financial Controller during 2022.
All Non-Executive Directors receive the
following materials on their appointment:
A
key Company policies, procedures and
governance information, including the Code
of Conduct, Board Governance Manual,
Responsible Business Report and the Group
Authority Schedule;
A
details of the Group structure;
A
analysis of the Company’s key shareholders
and share capital;
A
recent analyst notes;
A
minutes and papers from the most recent
Board and relevant Committee meetings,
including the most recent strategy meeting;
A
copies of the most recent Board and any
relevant Committee evaluation reports; and
A
guidance on the legal and regulatory
responsibilities of a Director in a UK publicly
listed company.
A new Director will meet the Chief Executive
and the Chief Financial Officer, as well as other
members of the ELT and senior management
both before and after the first Board meeting.
They are also introduced to and given access
to external advisors (auditors, legal advisors
and brokers).
David Frear joined the Board as a
Non-Executive Director in October 2022
following the acquisition of Terminix. Since his
appointment in October, David Frear has had
a number of induction meetings as detailed
below. His induction will continue in 2023.
A
November 2022
Met with the Company Secretary
A
December 2022
Met with the Chairman, the Chief
Executive, the Remuneration Committee
Chair, the Chief Information Officer and
the Group M&A Director
Met with the Company’s external legal
advisor, Freshfields Bruckhaus Deringer
LLP, which included a briefing on the key
differences between the obligations of
Directors sitting on UK and US boards
A
January 2023
Met with the Chief Financial Officer, the
Group Operations Excellence Director,
the Group General Counsel, and the Chief
Marketing, Innovation & Strategy Officer
Met with the North America management
team, including the CEO, US Pest Control
Met with the Company’s remuneration
advisor, FIT Remuneration Consultants
LLP
A
February 2023
Met with the Group HR Director
New Directors are also required to undertake
the same online induction modules as other
new colleagues in our online learning and
development platform (U+), on key compliance
subjects, such as our Code of Conduct,
anti-bribery and corruption, competition law,
information security and privacy, insider
information and conflicts of interest.
Between 12 and 18 months after their
appointment, Directors are asked to complete
a questionnaire to provide feedback on the
induction process. This allows the Company to
assess the effectiveness of the induction and
any training provided, to identify any areas of
improvement and to highlight any further
development needs.
To help facilitate the ongoing development of
Directors, details of externally facilitated
events and training, often tailored to
Non-Executive Directors of UK-listed
companies, are circulated whenever available.
Briefings and training are also incorporated
into the annual Board agenda, such as the
Masterclass provided to the Board in April
2022 as part of the Terminix acquisition
process (see page 85 for more details).
Directors are also given the opportunity to
meet colleagues in person to learn more about
the Company’s functions or business regions
(see Stakeholder engagement on pages 88 to
90).
Monitoring and oversight
Policies
We have a comprehensive Group-wide policy
and procedure framework in place to
supplement local policies or legislation. The
cornerstone of this policy framework is the
Code of Conduct, which is available in 16 local
languages and supported by training
programmes. The Code of Conduct sets out a
fundamental commitment to comply with all
legal requirements that apply, and to operate
with high ethical standards. It outlines
responsibilities to colleagues, customers and
the business, and highlights our determination
to establish our values of service,
relationships, teamwork and responsibility,
and a culture of integrity, everywhere within
the business. Legacy Terminix colleagues
currently comply with their own Code of
Conduct. The Terminix Code of Conduct
covers very similar standards and values and
also includes a commitment to legal and
ethical standards. A harmonisation exercise
will be undertaken in 2023 to create a single
Code of Conduct.
In the Human Rights section of the Code of
Conduct, we state that Rentokil Initial will under
no circumstances make use of forced or
coerced labour, servitude or slavery and will
only employ individuals who are working of
their own free will. It further states that no
colleague will be deprived of identity papers, or
be required to provide financial inducements to
the Company, to facilitate their employment.
In addition to the Code of Conduct, the
Company maintains policies on human rights,
customers and suppliers, and rights of
employees. Specific policies applicable
to modern slavery. Further details can be
found in our Modern Slavery Statement on
our website.
Rentokil Initial plc
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Strategic Report
through Internal Audit reporting on control
incidents, and by monitoring reports through
our confidential Speak Up reporting process.
You can find further details in the Audit
Committee Report on pages 95 to 102. The
Group Risk Committee considers current and
emerging risks, reviews current arrangements
and makes recommendations for
enhancements as appropriate.
We have established a global data protection
compliance programme based on the
requirements of the EU General Data
Protection Regulation (GDPR) and equivalent
regulations globally, which is underpinned
with training and supported by a network of
local privacy officers and privacy champions.
We have put in place measures to assess the
compliance status of countries and regions,
based on data protection programme
activities and risk levels associated with local
regulatory requirements, enforcement action
and breaches. Identified data protection risks,
gaps and requirements are reported by
the Group Data Protection officer via the
Group General Counsel to the Group Risk
Committee and the Audit Committee in
addition to periodic updates to the Executive
Leadership Team.
Board review of risk management and
internal control
The Board has overall responsibility for
maintaining systems of risk management and
internal control that are fully effective and
enable compliance with the UK Corporate
Governance Code. The Board delegates
responsibility for risk management to the Audit
Committee where appropriate. You can find
further details on the Board’s responsibility for
the risk management approach in the Audit
Committee Report on page 101.
The Group has an accounting manual and a
set of key financial controls that define the
requirements for internal controls around
financial reporting. These documents are
regularly reviewed to ensure they are current.
Key financial controls are self-assessed by all
reporting units twice annually and tested by
the Internal Audit function in line with the audit
plan. Any identified issues are captured with
resolutions and tracked to completion with
reported results subject to management
review and oversight. As part of the risk
management process, the Group maintains a
central risk register, updated twice annually,
which includes categories to allow for
identification of risks relating to the financial
reporting process. Any such risks and their
mitigating actions are reviewed as part of the
regular management review process.
We consider risks in the context of long-term
strategic and emerging threats, and
shorter-term risks to the completion of the
annual operating plan. The Board has
assessed the viability of the Group over a
period of three years, the potential impact of
the principal risks, and stress-tested financial
forecasts for severe but plausible scenarios.
Consideration was also given to the
anticipated effectiveness of mitigating actions.
The Board has carried out an assessment of
the emerging and principal risks facing the
Group, including those that would affect its
business model and future performance.
You can find the principal risks identified in the
Risks and Uncertainties section on pages 63
to 69, along with the Company’s viability
statement on page 70. Details of the Board’s
focus on risk and control topics during 2022
are provided on page 83.
The framework of risk management and
internal control described here and in the
Risks and Uncertainties section on pages 63
to 69 is designed to manage and mitigate risk,
rather than eliminate the risk of failure to
achieve business objectives. In pursuing
business objectives, internal controls and risk
management can provide only reasonable,
and not absolute, assurance against material
misstatement or loss.
We review the effectiveness of this framework
through regular and transparent management
reporting, the governance processes and
external and internal assurance processes,
and in the Audit Committee and Board’s
annual review of strategy and operational
risks. The Board has conducted a review of the
effectiveness of the system of internal control
for the year ended 31 December 2022 and
confirms that:
A
the Group has an ongoing process for
identifying, evaluating and managing the
significant risks faced by the Group;
A
this process has been in place for the year
under review and up to the date of approval
of the Annual Report and Financial
Statements;
A
the Board reviews the process regularly;
and
A
the process operates in accordance with the
UK Corporate Governance Code and the
FRC Risk Management and Internal Control
Guidance.
Fair, balanced and understandable
The Directors’ statement on ‘fair, balanced and
understandable’ can be found on page 218.
The requirement under the Code to provide a
fair, balanced and understandable assessment
of the Company’s position and prospects in its
external reporting is considered throughout
the process of producing the Annual Report
and Financial Statements.
To provide the information necessary to
comply with this requirement, the Board
places particular reliance on the conclusions
and recommendations arising from the Audit
Committee’s review of the Annual Report and
Financial Statements, further details of which
can be found on pages 98 to 100.
Find out more at
rentokil-initial.com/investors
Full details of the AGM, including the
2023 Notice of Annual General Meeting,
can be found at
rentokil-initial.com/agm
Corporate Governance Report
continued
Our Supplier Code is designed to ensure our
suppliers’ standards align with our Code of
Conduct. Available on our website in 18
languages, it outlines the standards and
controls we expect within their operations.
We inspect tangible aspects of the Supplier
Code, such as safety standards, during
periodic audits of critical and major suppliers.
We review policies periodically to ensure they
meet current best practice and legislative
needs and our technical and safety standards
and practices often exceed local regulatory
requirements. A full list of our key policies is
available on our website. We monitor our
impact using the performance metrics
summarised in the Responsible Business
section.
This information is made available to the Board
as detailed on page 82. In addition, we have
a treasury policy to ensure the Group has
sufficient liquidity and to manage financial
risk as outlined in Note C1 to the Financial
Statements on pages 178 and 179, which
is reviewed by the Board annually.
We operate appropriate tax risk governance
processes, overseen by the Audit Committee
and the Board. We have aligned our tax
strategy with our wider business strategy
in the belief that this approach creates a
responsible and sustainable tax strategy
that will strengthen long-term stakeholder
value. Our tax strategy applies to all Group
businesses, sets out our approach to tax,
and can be found on our website. Our Board
reviews our tax strategy annually.
We have specific programmes to support
implementing the Code of Conduct and
underlying policies, national laws and
regulations, and monitoring and reporting
compliance with them. In some cases, we have
specialists who ensure we have set standards,
for example in health and safety, IT security,
legal, company secretarial, data privacy,
regulatory compliance, pensions and tax.
More broadly, we use e-learning training on
our online learning and development platform,
U+, to ensure and track dissemination and
adoption across the Group.
We provide clear guidelines for all colleagues
on how to seek further advice or report
concerns, and we also operate a
whistleblowing (Speak Up) facility for
colleagues or third parties. This is designed to
allow colleagues across the Group to raise
concerns internally to the Internal Audit team
and to disclose information which the
individual believes highlights or would indicate
illegality, unethical behaviour or other serious
malpractice, including any instances or
suspicions of modern slavery. This obligation
also includes reporting actions or practices by
our suppliers which may be inconsistent with
the Company’s Code of Conduct, Supplier
Code or Human Rights Policy.
Since 2021, a separate Supplier Speak Up line
has been introduced for suppliers and their
employees. The Terminix business currently
operates a separate whistle blowing process
which will be reported on from 2023.
We monitor compliance with policies through
an annual Letter of Assurance process
covering all Group senior management,
94
Rentokil Initial plc
Annual Report 2022
Audit Committee Report
Further, the Audit Committee has had regular comprehensive updates
from management on the Sarbanes-Oxley (SOX) implementation
programme which commenced in 2022 and is required to be completed
in 2023 for attestation as part of the 2023 full year reporting to be
finalised in Q1 2024. We will continue to closely monitor our journey to
full SOX compliance following our successful listing on the New York
Stock Exchange. During the year the Audit Committee has also been
briefed on updates of the UK government’s proposal to introduce a UK
SOX style framework for the financial reporting control environment
along with other proposed changes arising from the responses to the
proposals set out in the BEIS consultation on corporate governance
and audit reform.
PwC was reappointed as our external auditor at our AGM in May 2022.
In 2022, the Committee has focused on the updated audit objectives
to improve the Group audit, as well as the advancement of audit
technology to deliver on our 2022 audit strategy. Activities undertaken
by PwC in 2022 reflected the required alignment with a US listing,
including planning for our SOX audit for 2023, and the audit of the
combined Group.
Regular updates on the control environment are received from Internal
Audit giving the Committee the opportunity to review any control
incidents at each meeting. It is worth noting that the number of incidents
remains relatively low, with a small increase in the level of reporting via
our internal whistleblowing process, Speak Up.
Fraudulent activity across the Group remains at a low level in 2022,
with 14 cases recorded versus nine in 2021. Following full investigation
of these incidents, processes have been updated and further training
provided where necessary. These incidents were not material to the
Group’s reporting. Although the integration of Terminix is still in its early
days the Audit Committee has been pleased to see a very similar
approach to controls evidenced by Internal Audit findings and litigation
updates.
The Committee has continued to evaluate cyber incidents and risk
throughout the year, particularly given the increased global cyber
vulnerability in the geopolitical context. This is an area we will
continue to develop and monitor as we integrate and synchronise
with our IT capabilities in our combined North America business to
sustain world-class information security.
During the year we continued to monitor the effectiveness of the
Internal Audit assurance process and reviewed the status of the
recommendations and action plan put forward by Deloitte following
their independent external quality assessment in 2021 on the
effectiveness of the Internal Audit function.
The Audit Committee continues to play a crucial role in providing all our
stakeholders with the assurance of not only robust financial reporting,
but also in the thematic areas of risk and operational resilience and ESG
reporting. In line with our commitment to manage climate change risk,
we have once again been engaged in assessing and monitoring this risk
on an ongoing basis and as part of the year-end audit report, and its
disclosure in the 2022 Financial Statements.
Having served for almost nine years on the Board, and in line with good
governance, I will be standing down as Chair of the Audit Committee
and from the Board at the AGM in May 2023. I will be succeeded by
Sally Johnson, who will be joining the Board as a Non-Executive
Director on 1 April 2023. As the CFO at Pearson plc, Sally has substantial
financial experience in a dual listed environment and I wish her every
success in the role.
Julie Southern
Chair of the Audit Committee
16 March 2023
Committee members:
Julie Southern (Chair)
John Pettigrew
Linda Yueh
Areas of focus in 2022
A
Financial oversight of Terminix acquisition
A
Review of implementation of integration processes for combined
Group
A
Review of IT audit plans and general controls
A
Oversight of the development of the internal controls framework
and function
Areas of focus in 2023
A
Combining the Rentokil Initial and Terminix Internal Audit teams
A
SOX compliance, including advisory work on the Group’s IT
general controls programme
A
Continued focus on IT audits
Dear Shareholder
It is with pleasure that I present the report of the Audit Committee for
the financial year ended 31 December 2022 to set out how we have
discharged our duties in accordance with the UK Corporate Governance
Code and to highlight our key activities during the year.
We have built on our risk processes, implemented and embedded since
the onset of COVID-19 in 2020 as we continue to manage potential risks
in our control environment with the flexibility of hybrid working. As travel
restrictions have eased we have taken the opportunity to bring on-site
audits back into our programme alongside a continuation of remote
auditing which we have found to be an effective way to deliver some
aspects of audit work.
In February 2022, an interim Head of Internal Audit & Risk was recruited
to support the Director of Internal Audit & Risk managing business as
usual, while the Director of Internal Audit & Risk, who maintains a
supervisory role, has focused on the integration programme for Terminix
and the SOX preparations.
As the planned acquisition of Terminix progressed during the year, a key
focus in our meetings was consideration of the financial information and
audit related disclosures contained in the shareholder documentation,
the combined Circular and Prospectus in the UK and the Form F-4 in the
US, which were published in order to obtain the required shareholder
approvals for the transaction. An additional Audit Committee meeting
was held in May 2022 as part of this review process. Full details of the
work that was undertaken by the Audit Committee to support the Board
of Directors in fulfilling the necessary steps to achieve completion of the
transaction in 2022 are set out on pages 99 and 100 of this report.
Since completion, the Audit Committee has continued to review the
accounting requirements and considerations in relation to the financial
reporting for the acquisition of Terminix; opening balance sheet
adjustments, including conversion from US GAAP to IFRS; and any
judgements that were required as part of the year end process.
Rentokil Initial plc
Annual Report 2022
95
Corporate Governance
Financial Statements
Other Information
Strategic Report
Audit Committee Report
continued
Purpose and role of the Audit Committee
The Audit Committee assists the Board in its oversight and monitoring
of financial reporting, risk management and internal controls. The Audit
Committee’s focus is to review and challenge in these areas both with
management and with internal and external auditors and, in this regard,
to undertake at least an annual review of effectiveness of the risk
management and internal control systems.
The terms of reference of the Audit Committee were reviewed in
September 2022 as part of the broader governance review ahead of the
Company’s listing on the NYSE. They were reviewed again at the year
end to ensure they were sufficient for the Company’s future SOX
reporting obligations and to add enhancements for best practice more
broadly. The updated Audit Committee terms of reference were agreed
by the Audit Committee and subsequently approved by the Board at its
meeting in December 2022.
Membership and attendance
Julie Southern, Chair of the Audit Committee, is a Chartered Accountant
and in February 2023, the Board determined the Audit Committee met the
UK and US composition requirements by virtue of Julie having recent and
relevant financial experience for the purpose of the UK Corporate
Governance Code, having competence in accounting and/or auditing for
the purpose of the Disclosure and Transparency Rules, and being a
financial expert for the purposes of the Sarbanes-Oxley Act. John Pettigrew
has extensive commercial and operational experience in overseeing the
financial affairs of substantial business undertakings and Linda Yueh has a
strong economic and academic background with considerable experience
gained in advisory roles. The Audit Committee as a whole is, therefore,
considered to have competence relevant to the sectors in which the
Company operates. Full biographical details of the members of the Audit
Committee can be found on pages 74 and 75. All Audit Committee
members are independent Non-Executive Directors. On consideration of
her appointment, the Board determined that Sally Johnson has the requisite
independence and financial experience to succeed Julie Southern as Audit
Committee Chair in May 2023.
The Audit Committee met six times during the year with the members
attending all meetings. Five of these were scheduled meetings. The
additional meeting was held in May 2022 to consider various regulatory
matters in connection with the acquisition of Terminix, including the
PCAOB audit and the draft Financial Position and Prospects Procedures
(FPPP) Board memorandum. More information on the Audit Committee’s
work in relation to the acquisition of Terminix can be found on page 99.
Full details of the attendance of the members during 2022 can be found
on page 79. Meetings of the Audit Committee are attended by the
Chairman of the Board, the Chief Executive, the Chief Financial Officer,
the Director of Internal Audit & Risk, the Group Financial Controller, the
Group General Counsel, the Company Secretary (who acts as secretary
to the Audit Committee) and the external auditor. From May 2022
onwards, the Interim Head of Internal Audit & Risk also attended all
meetings.
The Audit Committee meets at least once per year separately with the
Company’s auditor and the Director of Internal Audit & Risk, without
executive management present. In 2022, these meetings took place in
February and December. The Chair of the Audit Committee also meets
periodically with the external auditor. The Chair of the Audit Committee
reports to the Board on the activity of the Audit Committee and any
matters of particular relevance in the conduct of its work. The Audit
Committee did not find it necessary to seek external advice during the year,
other than through its usual dialogue with the external auditor.
Activities of the Audit Committee in 2022
In 2022, the Audit Committee considered the following key areas:
Matters considered
Discussion and outcome
Find out more
Financial reporting
Financial reporting
The Committee reviewed the 2021 Annual Report and the Company’s annual and
interim financial statements and received reports from both the Group Financial
Controller and the auditor on the significant financial reporting judgements
relating to each statement.
Financial reporting on page 98
Key accounting
matters
The Audit Committee considered key accounting matters, including goodwill
impairment and acquisition accounting in relation to the Company’s financial
results for 2021 and 2022.
Significant issues and
judgements on page 98
Acquisition of
Terminix
The Audit Committee considered the financial information contained in the F-4
and Circular and Prospectus for recommendation to the Board.
Acquisition of Terminix on page
99
Other financial
reporting matters
The Audit Committee reviewed the going concern analysis, the viability statement
and the internal control statement for recommendation to the Board.
Other financial reporting
matters on page 100
Climate change
reporting
The Audit Committee considered an update on climate change reporting in the
2022 Financial Statements.
Climate change reporting on
page 100
External audit
2021 Financial
Statements
The Audit Committee received a report from PwC on the results of the audit of the
2021 Financial Statements, considering key judgements and risks. The letter of
representation was also reviewed and recommended for approval to the Board.
External auditor
reappointment
The Audit Committee considered the reappointment of PwC as external auditor,
including the terms and scope of the audit engagement, at its meeting in February.
PwC was reappointed by the Company’s shareholders at the AGM in May 2022.
External audit on page 100
Audit objectives
The Committee considered an update on the key objectives for improvement in
the Group audit and the use of audit technology at its meetings in May and July.
Audit services on page 100
Audit strategy
The Audit Committee considered the audit strategy for the 2022 audit, including
the key areas of focus assuming a US listing, risk assessment, materiality, Group
scoping and coverage at its meeting in July.
External audit on page 100
96
Rentokil Initial plc
Annual Report 2022
Matters considered
Discussion and outcome
Find out more
Internal controls and risk
Internal control
framework
The Audit Committee reviewed the effectiveness of the internal control and risk
management framework.
Risk management and internal
control on page 101
Control environment
The Audit Committee received and reviewed matters relating to the internal
control environment provided by the Director of Internal Audit & Risk and reviewed
the Group Risk Committee minutes.
Risk management and internal
control on page 101
Internal Audit
investigations
The Audit Committee reviewed the outcome of Internal Audit investigations,
including the most significant issues raised in Internal Audit reports, and received
updates on the status of resolution of issues raised.
Internal Audit on page 102
Group risk
The Audit Committee reviewed the Group risks and actions to enhance their
measurement, monitoring and mitigation actions, including approval of the
principal risks disclosed in the 2021 Annual Report and consideration of those for
the 2022 Annual Report.
Principal risks on pages 63 to
69
Financial controls
The Audit Committee reviewed the results of the financial controls testing carried
out across the Group by the Company’s auditor, PwC.
Risk management and internal
control on page 101
Internal Audit
The Audit Committee received and reviewed the conclusions and themes
emerging from Internal Audit reviews conducted during the year and approved the
Internal Audit Plan for 2023 in conjunction with the Board’s strategic review and
operating plan for the year.
Internal Audit on page 102
External review of
Internal Audit function
In November 2022, the Audit Committee received an update on the progress
made during the year on the actions arising from the External Quality Assessment
conducted by Deloitte in 2021.
Internal Audit on page 102
Governance and compliance
Regional deep dives
During 2022, the Audit Committee received separate reports from the Regional
Finance Directors of the UK & Sub-Saharan Africa and the Asia regions. These
provided detail on the financial reporting for the regions and the control
environment in their businesses.
Other regional updates were
provided as part of the Board
agenda (see page 81)
Tax
The Audit Committee considered and recommended the Group’s 2022 tax
strategy for approval at its meeting in December.
Our tax strategy can be found
on our website
Litigation
The Audit Committee reviewed reports of all material litigation and disputes
provided by the Group General Counsel at four of its meetings.
Disclosure Committee
oversight
The Audit Committee reviewed a report of the Disclosure Committee’s activities
during the year and its terms of reference.
Letter of Assurance
The Audit Committee considered a summary of the outcome of the annual Letter
of Assurance review, noting any exceptions provided by the senior country,
regional and functional management and any actions proposed as a result of
those returns.
Governance and compliance on
page 102
Terms of reference
The Audit Committee’s terms of reference were updated following its annual
review and updates to align with the Company’s future US reporting obligations.
These are available on our
website
Performance review
The Audit Committee undertook its annual review of the effectiveness of the
Committee.
Effectiveness review on page
102
Rentokil Initial plc
Annual Report 2022
97
Corporate Governance
Financial Statements
Other Information
Strategic Report
Audit Committee Report
continued
Financial reporting
The Annual Report should provide the information necessary for
shareholders to assess the Company’s position, performance and
prospects and, as a whole, should be fair, balanced and understandable.
The Audit Committee considered closely the judgements and decisions
taken by the management team in the preparation of the Financial
Statements. The sections below set out the significant issues and
judgements that were applied in the 2022 Annual Report, as well as
providing additional details on other financial reporting matters
considered during the year.
Significant issues and judgements
The Audit Committee has reviewed the following significant financial
reporting issues and judgements made during the preparation of the
Financial Statements with management and the auditor. The significant
areas of focus considered and actions taken are set out below. These
issues have been discussed and reviewed by the Audit Committee
during 2022 and early 2023, notably at the review of the interim results,
at the review and agreement of the audit plan for 2022 and as part of
the year-end review and approval process. Please see the section on
assumptions and estimation uncertainties in General accounting
policies on pages 150 and 151 for further disclosure on estimates and
accounting judgements.
Significant matter
Action taken
Acquisition accounting
The Group makes a large number of acquisitions each year, many of
which require the valuation of acquired intangible assets, including
brands, customer lists and goodwill. The calculations for valuing these
assets on acquisition are subject to judgement and estimation about
the future performance of the acquired business, such as forecast
customer termination rates, discount rates and growth rates. The
Group utilises the allowances for provisional accounting within the
standards where appropriate, and there is judgement required during
this period as to whether the adjustments relate to the pre- or
post-acquisition period.
At the year end, management provided the Audit Committee with
a summary of M&A activity in the preceding year, including
updates to provisional accounting as well as details of new
acquisitions. The Audit Committee reviewed the accounting
treatment of certain aspects of significant acquisitions, including
determination of the consideration paid, the identification and
valuation of acquired intangible assets and a review of provisional
opening balance sheets. For further details, please refer to pages
170 and 171 in the Financial Statements.
Climate change
The Group operates across many markets around the world and is
impacted by physical events caused by climate change and also
contributes to climate change through its carbon emissions. The
Group also has a net zero commitment for 2040 and this plan will
require operational changes in how we service our customers and
deal with the effects of climate change.
As part of its discussion of the audit strategy for 2022, the Audit
Committee considered climate change risk and its inclusion in the
year-end audit report, as well as ESG reporting initiatives, at its
meeting in November 2022. In December 2022, climate change
risk was considered as part of the review of Group risks and the
Audit Committee received an update from the Chief Financial
Officer and the Group Financial Controller outlining the accounting
considerations and climate change reporting in the Company’s
Financial Statements, including any impact from the acquisition of
Terminix (see also page 100 on climate change reporting).
Tax provisions
The Group holds a number of provisions for tax contingencies in
relation to various claims and potential claims from tax authorities,
which require significant judgements and estimates in relation to tax
risks. The complexity is increased as a result of the large number of tax
jurisdictions in which the Group operates, and the time taken for tax
matters to be agreed with the relevant authorities.
Management determines the provisions for uncertain tax positions
based on the relevant tax rules in each country, the status of
negotiations with tax authorities, its past experience including
external advice to support judgements where there was significant
uncertainty and the amounts involved where material. In respect
of transfer pricing across tax jurisdictions, the Group benchmarked
its approach using transfer pricing experts to ensure the risk of
breaching local tax authority requirements is minimised. The Audit
Committee reviewed the position at the half-year and year-end
balance sheet dates supported by papers from the Group Tax
Director, and is satisfied that the assumptions supporting the
valuations are appropriate and that the liabilities are reasonably
stated in the Financial Statements. Further details can be found in
Note A13 Current tax liabilities.
98
Rentokil Initial plc
Annual Report 2022
Significant matter
Action taken
Goodwill impairment review
The Group carries material balances for goodwill and acquired
intangible assets, and due to the acquisition programme makes
material additions to these balances each year. The recoverable
amount of these assets is determined based on the higher of
value-in-use calculations, using cash flow projections, and fair value
less costs to sell. Annual impairment tests are primarily based on
value-in-use calculations which require significant judgements in
relation to the inputs used, including forecast growth rates and
discount rates. Management is required to perform annual tests for
impairment on indefinite-lived intangible assets and on other acquired
intangible assets when there are indicators of impairment.
Management reviewed all impairment tests for goodwill balances
over £2m using a centrally provided model. The intangible assets
were grouped into cash-generating units (CGUs) for the purpose
of assessing recoverable amounts, using cash flows based on the
most recent strategic plans, as amended for any significant
changes since their preparation. Cash flows were discounted
using the internally calculated country and category-specific
discount rates. The Audit Committee received a summary of the
results of the review and, although the total value of intangible
assets is significant, was satisfied that the outcome of the
impairment review was adequately disclosed in Note B2 Intangible
assets.
Accounting policy alignment
As part of the integration following the Terminix acquisition we have
reviewed accounting policies to ensure we have a single application
process. Within the review of these policies, two material areas of
judgement have been identified. Firstly providing for legacy termite
damage claims and secondly revenue recognition on termite
revenues. Termite damage claims include judgements on the
quantum, timing and severity of claims over a multiyear period.
Revenue recognition involves judgements on the application of
IFRS 15 and the phasing of which period revenues are recognised.
For the two material judgements identified in the policy review we
have gathered the historical data, contract data and other supporting
data to provide the basis for forward looking judgements. For both
revenue recognition and termite damage claims we have hired
external professional advisors to support modelling and analysis and
to help management with aligning the policy application to relevant
reporting standards. On the termite damage claims it may take many
years before we fully understand the outcomes and we have provided
sensitivity analysis on pages 160 and 161 to help understand the
estimation and judgement involved. We will be maintaining external
valuation support on an ongoing basis to validate the provisioning.
Both review processes have been completed and any associated
adjustments booked in the period.
Acquisition of Terminix
In 2022, the Audit Committee considered various matters arising out of
and in connection with the acquisition of Terminix. The Audit Committee
supported the Board by considering and recommending the financial
information and risk sections contained within the shareholder circulars
which were required as part of the transaction. The US shareholder
circular, the Form F-4, included all the material information necessary for
Terminix shareholders to make an informed business decision about the
transaction. It included certain historical financial information of the
Company, for the financial years 2019, 2020 and 2021, which was
audited to a Public Company Accounting Oversight Board (PCAOB)
standard. It also included management’s discussion and analysis
(MD&A) of the performance of the Company, with qualitative and
quantitative measures, as well as risk factors highlighting the most
significant risks relating to the transaction and our business. Certain
unaudited prospective financial information and the expected synergies
resulting from the transaction were also disclosed.
The UK Circular and Prospectus contained historical financial
information in respect of Terminix and unaudited pro forma financial
information on the enlarged Group using the Company’s IFRS
accounting policies (Terminix results were amended from their US GAAP
accounting policies). It also required a working capital statement
(confirming that the enlarged Group had sufficient working capital
available for the 12-month period following publication of the combined
Circular and Prospectus) and a statement that there has been no
significant change to Rentokil Initial or Terminix since the date of the last
published financial information. Finally, the Circular and Prospectus
disclosed risk factors setting out the material risks relating to the
transaction and the Company.
Key financial workstreams were created to approach the financial
reporting required as set out above. The Audit Committee received
in-depth reviews of these workstreams, including objectives, any key
assumptions and their status at its meetings during 2022 up to
completion. The Audit Committee approved the engagement of KPMG
for the 2019 and 2020 PCAOB audit and PwC for the 2021 PCAOB audit.
As part of its ongoing review, the Audit Committee considered the
PCAOB requirement of understanding the processes and internal
controls for financial reporting of the Company and considered the
disclosure of any potential material weaknesses.
An additional Audit Committee meeting was held in May 2022 in
relation to the transaction. At this meeting, the Audit Committee
received a PCAOB update from management, KPMG and PwC. The
committee considered the financial information required in the F-4 and
the MD&A disclosure, as well as the assessment undertaken to support
the working capital statement required in the combined Circular and
Prospectus.
The Audit Committee also considered the basis of the Financial Position
and Prospects Procedures (FPPP) Board memorandum, which was
submitted as part of the F-4 filing. This documented a summary of both
the Company’s and Terminix’s current FPPP, a first stage integration plan
outlining the key integration principles and steps to be taken pre and
post completion in order to successfully minimise the impact of the
proposed transaction on the FPPP of the enlarged Group, and the FPPP
risks inherent to the transaction along with procedures to mitigate them.
The Audit Committee received updates from management and the
auditors on the accounting, control and integration aspects of the
Terminix transaction. Elements considered when reviewing integration
planning ahead of completion included the plans for financial reporting
post-completion and SOX implementation. Throughout 2022, the Audit
Committee monitored team capabilities and capacity to ensure the right
resources were in place for the new environment. The Audit Committee
also considered synergy and investment reporting and termite
provisions.
The Audit Committee has continued to receive updates on relevant
aspects of the transaction since it completed in October 2022.
SOX compliance
Following the publication of the F-4 and combined Circular and
Prospectus in September 2022 and the transaction’s completion in
October 2022, the Audit Committee has increased its focus on the
Company’s SOX implementation programme. An in-depth review of
SOX was undertaken as part of the Audit Committee meeting in
December 2022, which considered the identified material weaknesses
(as reported on page 101) and the processes and controls being put in
place, an update on the risk assessment and scoping exercise that had
been undertaken, and the status of the implementation roadmap
including an overview of each workstream. This will continue to be a
significant area of focus in 2023.
Rentokil Initial plc
Annual Report 2022
99
Corporate Governance
Financial Statements
Other Information
Strategic Report
Audit Committee Report
continued
Form 20-F
Following the listing of our American Depositary Shares on the New
York Stock Exchange, the Company is subject to the US Securities and
Exchange Commission (SEC) reporting requirements for foreign
companies and is therefore required to file a US annual report (Form
20-F) in relation to the year ended 31 December 2022. The Audit
Committee reviewed the contents of the 20-F as part of the year-end
process. In addition, the Company’s external legal advisors have
undertaken a full review of the Group’s disclosures to ensure
compliance with the new Form 20-F reporting.
Other financial reporting matters
Going concern and viability statements
At its meeting in March 2023, the Audit Committee considered the
Group’s ability to continue as a going concern, taking into account
budgets, borrowing facilities, timing of cash flows, and financial and
operational risk management before recommending to the Board that it
adopt the going concern basis of preparation for the 2022 Financial
Statements. At the same meeting, the Audit Committee also considered
the longer-term viability of the Company, reviewing the analysis from
management to support the viability statement in the 2022 Annual
Report. Both going concern and viability modelled forecasts of future
cash flows included stress-testing scenarios and an analysis of other
risks that could impact the viability of the business over a one-year and
three-year period (2023 to 2025) respectively and how they could be
mitigated. The going concern statement for 2022 can be found on page
218. The viability statement for 2022 can be found on page 70.
Fair, balanced and understandable reporting
During 2022, the Audit Committee undertook a review of the 2021 Annual
Report ahead of its publication to consider whether it was fair, balanced
and understandable as required by the UK Corporate Governance Code.
A similar process was repeated for the 2022 Annual Report at the Audit
Committee meeting in February 2023. The Committee received a report
from management summarising the process undertaken, which covered,
but was not limited to, the following:
A
The Chairman and Chief Executive provide input and agree on key
elements to be included, which set the tone and balance of the
Strategic Report.
A
All contributors to the Annual Report are made aware of the
requirement for content to be fair, balanced and understandable.
A
Regular review meetings are held with the appropriate senior
management to ensure consistency of the whole document.
A
An extensive review and verification process is undertaken by the
appropriate departments and senior managers, using verification
software to ensure the accuracy of the content.
A
Additional independent internal reviews are undertaken to ensure
that any perceived lack of clarity, balance or understanding in the
Annual Report is identified and addressed.
The Audit Committee was satisfied that the Annual Report did provide
a fair, balanced and understandable assessment of the Company’s
position and prospects. The Board’s statement on fair, balanced and
understandable in relation to the 2022 Annual Report can be found on
page 218.
Climate change reporting
In December 2022, the Audit Committee received a presentation from
the Chief Financial Officer and the Group Financial Controller providing
an update on any changes in the assessment of climate change impacts,
be they physical, societal or legislative, on the assets and trading of the
Group and the respective disclosures to be included in the 2022 Annual
Report. Consideration was given to any impact from the acquisition of
Terminix, and it was agreed that there was no material change to the
conclusions previously reached and, therefore, the approach for
reporting climate change remained appropriate for the 2022 Financial
Statements.
To ensure commitments and interpretations of the impact of climate
reporting on the business are reflected in the Financial Statements,
management have reviewed the new guidance issued by the FRC in
July 2022 entitled ‘CRR Thematic review of TCFD disclosures and
climate in the financial statements’. Management has also reviewed the
analysis of climate change risk with the Group Risk Committee to ensure
that it is complete and reasonable and that as a result the climate
change impacts that need reporting in the Financial Statements are
accurately identified and disclosed.
External audit
Audit services
The auditor is appointed by shareholders to provide an opinion on the
Financial Statements and certain other disclosures prepared by the
Directors. PwC was reappointed as auditor at the 2022 AGM in May. The
Audit Committee is responsible for oversight of the auditor, agreeing the
audit strategy and related work plan as well as approving auditor fees.
The auditor attends all meetings of the Audit Committee. The Audit
Committee met twice with PwC without executive management present
and met with the Audit Committee Chair independently five times. The
main engagement with the Audit Committee in 2022 has been audit
strategy, the audit and publication of annual and periodic financial
statements, the auditor’s scope and priorities and its approach to key
judgement areas. PwC has also been involved in discussions regarding
SOX planning and readiness.
During the year, the Audit Committee received an update from PwC on
the status of key quality objectives that had been agreed in 2021 for
improving the Group audit. In addition, the Audit Committee received a
presentation from PwC on the use of audit technology during the 2021
audit, designed to improve audit quality, and how insights gained would
be flowed into the technology plan for the 2022 audit and preparation
for future SOX compliance obligations.
In addition to reviewing and tracking the effectiveness of the technology
elements of the audit, as part of its review of the effectiveness of the
auditor during 2022, the Audit Committee considered the FRC’s Audit
Quality Inspection Report for PwC. A full effectiveness review will be
undertaken in 2023 in relation to the 2022 audit.
Audit-related and non-audit services
To safeguard the objectivity and independence of the auditor, the
Company has a policy on the engagement of the auditor’s services on
audit-related and non-audit services. The Audit Committee accepts that
in some instances certain work of a non-audit nature is best undertaken
by the auditor.
The policy sets out the nature of services that are permitted and those
that are specifically prohibited. In general, permitted services would be
limited to matters that are closely related to the annual audit process or
where detailed knowledge of the Group is advantageous. The auditor is
permitted to be engaged on transaction services but not to undertake
any work which would itself be subject to audit.
The Audit Committee regularly reviews the amount and nature of
non-audit work performed by the auditor to ensure that the auditor’s
independence is not compromised. Any engagement fee on permitted
services in excess of £10,000 requires the approval of the Chair of the
Audit Committee and any engagement fee in excess of £250,000
requires the approval of the Audit Committee. Fees below £10,000 must
be approved by the Chief Financial Officer in advance. A copy of the
current policy on the provision of non-audit services by the external
auditors is available on our website.
Audit fees for the statutory audit for 2022 were £7m (2021: £5m). Fees
for audit-related assurance services and other non-audit services
incurred during the year amounted to £5m (2021: £0.2m). The ratio of
non-audit fees to statutory audit fees for the year was therefore 0.7:1
(2021: 0.04:1). The majority of the non-audit services provided were
for fees in relation to the acquisition of Terminix.
As part of the broader Board review and approval of professional
advisor fees in relation to the proposed acquisition of Terminix, the
Audit Committee considered and approved additional non-audit fees
for the proposed work to be undertaken by PwC in relation to the
project including the 2021 PCAOB Group audit. The Audit Committee
concluded that it was in the interests of the Company to engage PwC
to undertake the work due to its knowledge of the business. Due to the
recent appointment of PwC, statutory caps on non-audit services to
protect independence did not apply. However, the Audit Committee
reviewed the potential fees as if the policy had applied and determined
at a Group level that the cap would not be breached based on the
non-audit work expected to be completed by PwC. Further details
on audit services can be found in Note A8 to the Financial Statements
on page 162.
100
Rentokil Initial plc
Annual Report 2022
Disclosure of information to the auditor
The Audit Committee monitors the process leading up to the
preparation of the Financial Statements, including the arrangements the
Company has in place for disclosing all relevant audit information to the
auditor. A formal confirmation on disclosure of information to the auditor
is provided in the Directors’ Report on page 218.
Tenure
PwC was appointed as our external auditor at our AGM in May 2021
following a formal audit tender undertaken during 2020. Neil Grimes
is the lead audit partner responsible for the Group audit. It is intended
that the next competitive tender process will be undertaken within
the 10-year period from appointment in accordance with the UK
Competition & Markets Authority Order. The Company confirms its
compliance with the provisions of the UK Competition & Markets
Authority Order regarding statutory audit services for the financial
period ended 31 December 2022.
Auditor independence and objectivity
The Audit Committee received confirmation from PwC that it was
independent and objective within the context of applicable professional
standards prior to its appointment by shareholders at the AGM in May
2022.
The Audit Committee considers annually the scope, fee, performance
and independence of the external auditor. In concluding that PwC
should be proposed for reappointment as auditor at the AGM in May
2023, the Board and the Audit Committee took into account the need
to ensure that auditor independence was safeguarded. The Audit
Committee received confirmation from PwC that it remained
independent and objective within the context of applicable professional
standards.
The Audit Committee considers that there are sufficient controls and
processes in place to ensure that the required level of independence of
the auditor is maintained and it is not believed that there is any material
risk of the Company’s auditor withdrawing from the market.
Risk management and internal control
The Group’s approach to managing risk and ensuring that an effective
internal control environment is maintained is set out in the Risks and
Uncertainties section on page 63. The Board’s statement on risk
management and internal control is set out in the Corporate
Governance Report on page 94. Independent reassurance of the
effectiveness of risk management and internal controls across the
Group is provided to the Chief Executive and the Board by Group
Internal Audit.
The identification and management of risk is fully integrated into the
development of the Group’s strategy and the day-to-day operational
execution of the strategy by the regions and business units. Ensuring
that risks are identified and managed effectively is a part of every
manager’s and supervisor’s job through leadership of the teams for
which they are responsible.
The Board has overall responsibility for the Group’s risk management
approach. This includes:
A
review and approval of the Group’s overall strategy, which includes
reviewing the risks that may prevent the Group from achieving its
objectives and ensuring that these risks are mitigated or managed to
an acceptable level;
A
regular reviews of business performance including updates of the
risks that the business is facing, and challenging management to
obtain assurance that these risks are being effectively managed;
A
review of management’s approach to identifying and managing risk,
including approval of the Group Risk Register and recommending
enhancements;
A
evaluation of the effectiveness of internal controls, including financial,
operational and compliance controls; evaluation of the effectiveness
of internal and external audits;
A
delegation of authority to the Chief Executive and Chief Financial
Officer to make commitments on behalf of the Company; and
A
the evaluation of the effectiveness of our internal controls identified
material weaknesses relating to IT general controls and aspects of
management’s overall system of financial controls (lack of sufficient
technical accounting knowledge, segregation of duties, management
review controls.) The Board has reviewed the remediation plans that
form part of management’s SOX implementation programme and are
satisfied they will address the potential weaknesses identified.
Some of the above responsibilities are delegated to the Audit
Committee as previously described. The Audit Committee receives
regular reports from the Chief Financial Officer and the Director of
Internal Audit & Risk on financial controls and process improvement
programmes. These include:
A
an annual report on the overall status of the control environment in
the Group, including the results of testing and reports on identified
areas of weakness in controls;
A
action plans on control environment improvements and updates on
their implementation;
A
updates on control weaknesses and planned actions to prevent a
reoccurrence; and
A
periodic reports from regional and Group Finance executives, and
Internal Audit.
During 2022, the Audit Committee was updated on the risk and control
environment in the main businesses, as well as the Regional Finance
Directors’ assessment of the quality and priorities of the Finance
function in the relevant part of the business. Audit Committee members
received reports from the Regional Finance Directors for the UK &
Sub-Saharan Africa region and the Asia region, respectively during the
year. Other regional updates were provided as part of the Board
agenda. This provides a high-level insight for the Audit Committee on
potential risks. It further supports the discussions that take place in the
Nomination Committee on talent and succession in the Finance
function.
The Committee continues to evaluate cyber incidents and risk
throughout the year and, although there is no indication we are specific
targets, we remain vigilant given both the number and seriousness of
cyber attacks in the year, with repeated distributed denial-of-service
(DDoS) attacks and attempted ransomware incidents. Our cyber
technology and resilience have continued to allow us to detect and
avert complex and volatile threats before they were able to have any
material impact on our operations. This is an area we will continue to
develop and monitor as we integrate and synchronise with our IT
capabilities in our combined North America business.
The number of control issues across the Group remains relatively low,
with those that do occur not resulting in a material impact on Group
performance. Nonetheless, some significant control issues were
experienced including:
A
site risk assessments not routinely being in place for some new
commercial customers in our North America business. A regionwide
compliance and education programme was implemented to redress
this risk; and
A
a cyber attack on a non-integrated acquisition in our North America
business, our CAWE business in France and our business in
Guatemala. The cyber attacks were identified through the security
operations centre, with swift remedial work to end the attack, then to
investigate the root cause and circumstances, driving threat
landscape change in the organisation.
Operational controls examined by Internal Audit generally work well.
Testing of these controls during 2022 highlighted some issues
regarding the retention of documentation for training records and the
routine completion of site risk assessments in some businesses. The
Audit Committee also receives a regular report of matters reported via
Speak Up, our internal whistleblowing process. There were 70 control
incidents reported in 2022 (2021: 41). The nature of the matters reported
remain similar to previous years and relate to employee and
employment matters; very few relate to fraudulent activity, which
remains at a low level across the Group. The increase reported is
understood to have been driven by increased awareness of the Speak
Up line in our Latin America region. The nature of the matters reported
remains consistent with previous years. During 2022, monitoring of our
external Supplier Speak Up line was transferred to the Internal Audit
function; no matters were raised via this external line in 2022.
Rentokil Initial plc
Annual Report 2022
101
Corporate Governance
Financial Statements
Other Information
Strategic Report
Audit Committee Report
continued
There is a Group Risk Committee composed of key functional and
operational senior managers which considers the risk framework, and
key and emerging risks. This Committee sits within our governance
framework as set out on page 80. Copies of the minutes of the Group
Risk Committee are provided to the Audit Committee. Where
appropriate, items that are raised as significant or emerging issues by
the Group Risk Committee are reflected in adjustments to the control
environment.
Internal audit
As a result of the Terminix acquisition, the Internal Audit function has
increased in size to a team of 12 (six based in North America) led by the
Director of Internal Audit & Risk. The Director of Internal Audit & Risk
reports to the Chief Financial Officer and has direct lines of
communication with the Chair of the Audit Committee, the Chief
Executive and the Chairman of the Board, as well as to all operational
and functional leaders in the business.
In 2022, Internal Audit continued to conduct in-depth reviews of a broad
range of business processes at business locations across all regions.
These included:
A
key financial controls;
A
entertainment and travel expenses;
A
authority schedules;
A
payroll;
A
IT general controls and IT corporate-level controls including Payment
Card Industry Data Security Standard (PCI-DSS) compliance;
A
customer contract management;
A
stock and warehousing;
A
procurement;
A
operational effectiveness including compliance with Group technical
standards;
A
business continuity management; and
A
compliance with the Code of Conduct and anti-corruption policy.
The 2022 Internal Audit Plan was approved by the Audit Committee in
December 2021. As travel restrictions eased, more audits were
conducted on site or in a hybrid manner during 2022, with remote
auditing proving to be an effective way to operate some audit work. The
common themes arising from the internal audit work during 2022 were
presented to the Audit Committee in December 2022, together with
recommendations to senior management to improve the controls across
some processes.
The 2022 Internal Audit Plan has been designed to address the areas
that emerged in 2021, and to improve the process in several ways. The
audit scope has been tailored to address risks at a country level, and
district level for North America, with flexibility in the processes covered.
The IT audit work plan continues to be an important area of focus for
Internal Audit and, with input from the Chief Information Officer, specific
areas of IT risk are included in the plan for 2022.
None of the failures identified in the control environment by Internal
Audit or any of the recommendations relating to individual audits
represented a systemic underlying issue. The overall work of the
Internal Audit function is supportive of the Audit Committee’s and the
Board’s view that the financial and operational controls environment, set
out on pages 101 and 102, is working adequately. The Board’s statement
on the effectiveness of risk management and internal control can be
found on page 94.
The effectiveness of the Internal Audit function was considered by the
Audit Committee during its review and approval of the 2023 Audit Plan
by means of a review of the resources available, qualifications of the
enlarged team and the plans to combine the Rentokil Initial and Terminix
Internal Audit colleagues. In addition, at its meeting in November 2022,
the Audit Committee received an update on the progress of the action
plan to address recommendations from the independent external
quality assessment (EQA) which was undertaken by Deloitte in 2021 in
order to review the effectiveness of the Internal Audit function. It was
reported that the majority of the actions had already been completed.
Governance and compliance
The Audit Committee has responsibility for reviewing the Company’s
procedures for handling compliance with our Code of Conduct and
anti-corruption policy, and confidential reporting (whistleblower)
arrangements, known as Speak Up. The Code of Conduct, a
fundamental commitment to comply with all applicable legal
requirements and with high ethical standards, can be found on our
website. It clearly sets out how colleagues can seek advice and report
concerns about suspected ethical or legal misconduct policy violations.
The Company uses an international confidential Speak Up email
address and phone line to allow colleagues to report any suspected
wrongdoing internally to independent senior management at Group
level.
Terminix had its own established Code of Conduct which covers very
similar standards and values. It is intended that this will be harmonised
with the Rentokil Initial Code of Conduct during a planned update in
2023. The existing confidential reporting arrangements for Terminix
have been retained and these will be included in our external reporting
from 2023.
In 2021, a separate Supplier Speak Up line was introduced for suppliers
and their employees or other stakeholders to report genuine concerns
over malpractice, illegal acts or failures to comply with recognised
standards of ethical behaviour that they observe at any point within our
global supply chain.
Reported cases are monitored by Internal Audit and any potential
misconduct reported is formally investigated and appropriate action
taken, with the results of the investigation being reported back to the
whistleblower. The Director of Internal Audit & Risk provides regular
updates to the Audit Committee of any control incidents.
The Audit Committee also periodically reviews the communication
process in place throughout the Company regarding whistleblowing
and the use of Speak Up to ensure its effectiveness and to monitor our
colleagues’ understanding of the system. A Speak Up summary report
was submitted to the Board in December for overview of compliance
with the European Whistleblowing Directive and the UK Corporate
Governance Code.
The Audit Committee is informed of the outcome of the annual Letter of
Assurance process where senior management are required to confirm
compliance with key Group policies, including the Code of Conduct, and
the dissemination of these policies to their respective country and
functional teams (see also Monitoring and oversight on pages 93 and
94). The full list of exceptions reported during the process is shared with
the Audit Committee and any thematic issues raised are also shared
with the ELT as required.
The outcomes of the BEIS consultation on audit and governance reform
were considered throughout the year both at Audit Committee meetings
and as part of Board governance reviews. The consultation by the FRC
on a draft minimum standard for audit committees was considered as
part of a broader governance review at the Board meeting in December
2022. The Audit Committee will continue to monitor closely the
outcome of this and other related consultations in 2023.
Audit Committee effectiveness
During 2022, a review of effectiveness of the Audit Committee was
undertaken using internal questionnaires. This was conducted in
parallel to the Board evaluation detailed on page 92. The review
demonstrated that the performance of the Audit Committee continued
to be considered effective in 2022 in terms of the management of
meetings, the quality of the content and information provided to it from
internal or external advisors, and in the Audit Committee’s work to
undertake its duties. In 2023, the Audit Committee will continue to focus
on aspects resulting from the acquisition of Terminix including SOX
implementation and the assessment of SOX compliance, as well as the
Company’s ongoing US reporting obligations.
Read the Audit Committee’s terms of reference at
rentokil-initial.com/investors/governance
Read our Policy on the Provision of Non-Audit Services by the
External Auditors at
rentokil-initial.com/investors/governance
102
Rentokil Initial plc
Annual Report 2022
Nomination Committee Report
Dear Shareholder
I am pleased to present to you the report of the work undertaken
by the Nomination Committee in the year ended 31 December 2022.
The Nomination Committee once again assisted the Board of Directors
to fulfil its responsibilities, with focus being given to Board and senior
leadership changes arising as a result of the completion of the
acquisition of Terminix in October 2022. Most notably, the Nomination
Committee undertook a process to identify the most appropriate
director to appoint to the Board from the board of directors of Terminix.
Following a thorough process, I am delighted that David Frear joined
as a Non-Executive Director of the Company at completion of the
transaction on 12 October 2022. David had been a director of Terminix
since January 2021, and brings considerable experience as a US-based
Chief Financial Officer, having served in that role at Sirius XM, Savvis
Communications Corporation and Orion Network Systems Inc.,
and as a board member of leading North American businesses.
Both the Nomination Committee and the Board spent time during the
year discussing the composition of the North America leadership team
in light of the Terminix transaction and the enlarged scale of the
business in that region. Brett Ponton, Chief Executive Officer (CEO) of
Terminix, was appointed CEO of the Company’s North America region
and a member of the Executive Leadership Team at completion of the
acquisition. The Nomination Committee considered the status of the
talent selection process in North America and succession plans at its
meeting in December 2022, as part of its annual consideration of talent
and succession planning.
A number of senior managers from Terminix have presented to the
Board or met with Directors during 2022 and it is planned that this
engagement will continue in 2023 as part of the Board’s ongoing
practice of meeting with senior managers and talent from around
the world.
The Nomination Committee also dedicated time during the year to
consider succession plans for the role of Audit Committee Chair.
Julie Southern will have served as a Non-Executive Director for a period
of nine years in July 2023 and will therefore, in accordance with best
practice and the UK Corporate Governance Code, step down from the
Board at the conclusion of the AGM on 10 May 2023. Details of the
recruitment process undertaken in 2022 and early 2023 are set out in
this report and I am extremely pleased to say that Sally Johnson will
be joining the Board as a Non-Executive Director, as well as a member
of the Nomination and Audit Committees, from 1 April 2023. She will
also succeed Julie as Chair of the Audit Committee from 10 May 2023.
Sally is currently the Chief Financial Officer of Pearson plc, the FTSE 100
global education and learning business, and brings strong technical and
commercial finance skills from her executive roles, including knowledge
of the US listed environment. I am sure she will be a great addition to
the Board.
As is our usual practice, we continued to focus on succession planning
for our Chief Executive, Chief Financial Officer and members of our
Executive Leadership Team.
The Nomination Committee also considered the change in regulations
in diversity related reporting in 2022, as well as reviewing updated
guidance such as the FTSE Women Leaders Review and investor
guidelines which had been published during the year. Following
detailed discussion, the Nomination Committee recommended that
the targets set out in our Board diversity policy be updated.
Full details of the Nomination Committee’s work during 2022 can be
found set out in the following report.
Richard Solomons
Chair of the Nomination Committee
16 March 2023
Committee members:
Richard Solomons (Chair)
David Frear
Sarosh Mistry
John Pettigrew
Julie Southern
Cathy Turner
Linda Yueh
Areas of focus in 2022
A
Appointment of a Non-Executive Director from the board of
Terminix Global Holdings, Inc.
A
Audit Committee Chair succession
A
Executive Director and senior management succession planning
and talent development
A
North America leadership team following the acquisition of
Terminix
Areas of focus in 2023
A
Audit Committee Chair succession
A
Senior management succession plans
A
Externally facilitated Board and Committee evaluation
Rentokil Initial plc
Annual Report 2022
103
Corporate Governance
Financial Statements
Other Information
Strategic Report
Nomination Committee Report
continued
Role of the Nomination Committee
The Nomination Committee monitors the composition and balance of
the Board and of its Committees by identifying and recommending to
the Board the appointment of new Directors and Committee members
and ensuring they have the appropriate balance of skills, knowledge
and experience to govern the Company in a professional, ethical and
transparent manner. The Nomination Committee also oversees talent
and succession plans for members of the Executive Leadership Team
(ELT) and the Company Secretary, ensuring the development of a
diverse pipeline for the future senior management of the Group.
Additionally, it plays an active role in setting and meeting diversity
objectives and strategies for the Company as a whole, and has
oversight of the impact of diversity initiatives. The full responsibilities of
the Committee are set out in its terms of reference, which are available
on our website. These were last reviewed in December 2022.
Membership and attendance
All Non-Executive Directors are members of the Nomination Committee
to ensure they have a formal forum to input and help determine the
composition of the Board. The Chair of the Board, Richard Solomons,
chairs the Nomination Committee. The Nomination Committee met four
times during the year and full details of members’ attendance during
2022 can be found on page 79. Members of the Committee will also
hold discussions as required outside of the formal meetings.
The Nomination Committee Chair will seek views in advance from any
member who cannot attend a meeting and provide a briefing on
outcomes if appropriate. Papers and minutes of the meeting are
circulated to all Nomination Committee members, whether or not they
attend. The Chief Executive also usually attends meetings, especially to
assist with discussions of executive succession and talent programmes,
as does the Group General Counsel. The Company Secretary acts as
secretary to the Nomination Committee.
Appointment process to the Board
The Nomination Committee is responsible for ensuring there is a formal,
rigorous and transparent process in place for appointing Directors.
Potential appointments are assessed with a view to ensuring an
optimised Board composition for it to discharge its duties and
responsibilities effectively. Candidates are considered from a diverse
group of individuals whose skills and experience have been gained in a
variety of backgrounds. Successful candidates have to demonstrate
integrity and independence of mind and must enhance the overall
effectiveness of the Board.
All appointments are considered objectively and are made on merit.
Pro-forma letters of appointment for Non-Executive Directors and the
Chair of the Board are available on our website. We support the process
of appointing new Directors to the Board by using external recruitment
consultants.
Non-Executive Director succession
When the Board considered the acquisition of Terminix at the end of
2021, it reviewed the composition of the Board to lead the enlarged
Group and determined that there would be benefits in an additional
Non-Executive Director joining the Board from the Terminix board. This
was formalised into the merger agreement and in early 2022, the
Nomination Committee considered the desired requirements for the
role and proceeded to review the potential candidates over the
following months. Due to the candidate base no external recruitment
firm was required for this process.
The Nomination Committee Chair held meetings with the shortlist of
potential candidates and both he and the Chief Executive sought input
from the Chief Executive and Chairman of Terminix throughout the
process. The Nomination Committee had an opportunity to meet with all
the directors of Terminix at a Board dinner held in New York in June
2022 as part of the Board’s overseas visit (see pages 81 and 85).
Feedback on the meetings held to date were shared at the Nomination
Committee meeting in June.
The Nomination Committee reviewed the status of ongoing discussions
at its meeting in July, including the availability of directors and their
willingness to serve. Ahead of the acquisition of Terminix completing in
October, the Nomination Committee recommended David Frear’s
appointment as a Non-Executive Director to the Board. It was also
recommended that he become a member of the Remuneration and
Nomination Committees. The Board subsequently approved the
appointment and David Frear joined the Board of Directors and the
Remuneration and Nomination Committees on completion of the
acquisition on 12 October 2022.
Julie Southern will have served as a Non-Executive Director for a period
of nine years in July 2023 and, therefore, the other key area of focus for
the Nomination Committee in the second half of 2022 and early 2023
was to undertake a recruitment process to identify a suitable successor
for her role. The executive search agency, Spencer Stuart, was
appointed to support the process. Spencer Stuart does not have any
connections with the Company or any Director that may impair its
independence and is a signatory to the Enhanced Voluntary Code of
Conduct for Executive Search Firms.
Activities of the Nomination Committee in 2022
The Nomination Committee considered the following key areas during 2022 and early 2023:
Matters considered
Discussion and outcome
Find out more
Board succession
The Nomination Committee nominated David Frear for appointment and
considered succession plans for the Audit Committee Chair role.
See above and Board
composition on page 79
Senior management
succession
Executive Director and senior management succession was considered
throughout the year with a detailed briefing on talent and succession planning
provided in December 2022.
See page 105 for more
information
Terms of reference
The Nomination Committee reviewed its terms of reference in December 2022.
Available to view on our website
Nomination Committee
effectiveness
The Nomination Committee undertook a review of its effectiveness.
See effectiveness review on
page 106
Director effectiveness
A review of individual Directors’ performance was conducted, as part of the
Board evaluation process.
See page 93 for more
information
Diversity
The Nomination Committee considered diversity related reporting and targets,
reviewed the effectiveness of the Board diversity policy and recommended
updates of the policy to the Board.
See page 107 for more
information
Conflicts of interest
The Nomination Committee reviewed potential conflicts of interest authorised by
the Board and the processes in place to ensure that they are properly considered.
See Managing conflicts of
interest on page 106
104
Rentokil Initial plc
Annual Report 2022
The Nomination Committee worked with Spencer Stuart, with the
support of the Group HR Director, to devise an appropriate position and
candidate specification. The Nomination Committee considered the
preferred attributes and experience for the role against the backdrop of
the current composition of the Board. The Nomination Committee
considered potential candidates during 2022 and early 2023.
Spencer Stuart conducted initial interviews with potential candidates in
order to evaluate fit against the role criteria, including the skills and
competencies identified, and our culture. Shortlisted candidates then
met with the Chairman and the Group HR Director, with preferred
candidates subsequently being interviewed by the Chief Executive, the
Chief Financial Officer, the Senior Independent Director, the Audit
Committee Chair and other members of the Board as appropriate.
Updates were provided to the members of the Nomination Committee
throughout the process, both at scheduled meetings and by additional
conversations where necessary. Full details of the preferred candidate
were provided to Nomination Committee along with feedback from the
interview process. Following deliberation, the Nomination Committee
recommended the appointment of Sally Johnson to the Board and as a
member of the Nomination and Audit Committees. It further
recommended that Sally succeed Julie Southern as Audit Committee
Chair with effect from the conclusion of the Company’s AGM on 10 May
2023. The Board approved the appointments as recommended by the
Nomination Committee and Sally Johnson will join the Board as a
Non-Executive Director on 1 April 2023.
Senior management succession planning
and talent development
The Nomination Committee supports the Board in recognising that
strategic, thoughtful and practical succession planning and talent
development is critical to the long-term success of the Company. The
Nomination Committee undertakes to bring new energy, challenge and
oversight to the process and to reflect the business strategy and
operational goals in appointments. The Board has ultimate responsibility
for succession planning for Executive and Non-Executive Directors and
senior management, supported by the oversight and recommendations
Board diversity objectives
Objectives
Outcome in 2022
That the Board comprises at least 40% women by 2028.
33.3% of our Directors are female (2021: 37.5%).
That at least one of the Chair, CEO, CFO or Senior Independent
Director is a woman by 2028.
Currently all roles are held by men.
That at least one member of the Board is from a minority ethnic
background.
This was achieved with the appointment of Linda Yueh in 2017 and
exceeded with the appointment of Sarosh Mistry in 2021.
Commitment to a merit-based approach to Board composition within
a diverse and inclusive culture.
Considered as part of all Board appointments, including the
appointment of a Director from the Terminix Board and the search for
Julie Southern’s successor.
To work only with executive search firms on Board appointments that
have signed up to the Enhanced Voluntary Code of Conduct for
Executive Search Firms on gender diversity and best practice
(Enhanced Code).
All executive search firms retained by the Company during 2022 for
Board appointments had signed up to the Enhanced Code.
To support the executive management of the Company in developing
and implementing appropriate policies, programmes and initiatives
designed to promote diversity at all levels of the organisation.
In 2022, our ELT and its direct reports (excluding colleagues in
administrative roles) were 29% female (2021: 29%). Approximately 23%
of our colleagues are female. The Board receives two detailed
briefings on culture and our Employer of Choice agenda each year,
which address progress on diversity and inclusion.
To ensure that there is a pipeline of female executives within the
organisation who are qualified and capable of taking up senior
leadership positions.
We have an increase of 4% in female successors based on the inscope
roles for succession planning.
Aim to ensure that there is appropriate and meaningful disclosure in
the Company’s Annual Report on Board composition, appointment
processes, the policies and initiatives the Company has in place and
the steps it is taking to promote diversity, both at Board level and
across the Company.
Considered each year when drafting the Annual Report.
of the Nomination Committee. While Board approval is only required for
changes to the ELT, as outlined below, the Nomination Committee as
part of its review also considers talent and succession planning below
this level.
The succession planning process involves the evaluation of each
leadership team role along with other critical roles against whether
there are successors ready now, ready in one to two years, or ready in
three to five or more years, as well as identifying any emergency cover
for those roles in place. Colleagues identified as successors and select
talented employees are included in a talent pool and are put through a
robust development assessment and planning process where strengths
and gaps are identified using, among other measures, psychometric
assessments, career conversations and a 360-degree feedback
assessment. The information from this is applied to help create effective
development plans as well as to inform the content of the talent pool
development sessions. In 2022, a full succession planning review of
regional and functional leadership teams and critical roles was
completed, with Latin America taking part for the first time. A full
succession planning process for the North America leadership team
was not undertaken in 2022 as it would have been premature given the
number of new roles in place following the acquisition of Terminix.
The Group HR Director presented a detailed update on the Company’s
talent strategy to the Nomination Committee in December. The session
reviewed the talent and succession update as well as providing a
spotlight on talent selection in North America to reflect the challenges
and opportunities presented by an enlarged Group following the
acquisition of Terminix. The establishment of the North America
leadership team following the acquisition was also considered by the
Board at various stages throughout 2022. The best of breed approach
to retaining the best talent across the Group was highlighted, along with
the aim of ensuring strong development opportunities to support the
succession pipeline.
The Nomination Committee considered the succession plans for the
Chief Executive, Chief Financial Officer and other members of the ELT.
Global and critical role succession was also reviewed, with an update on
regional leadership succession plans provided.
Rentokil Initial plc
Annual Report 2022
105
Corporate Governance
Financial Statements
Other Information
Strategic Report
Nomination Committee Report
continued
The Nomination Committee considered the progress made towards the
priorities identified in relation to talent for 2022, noting the highlights
achieved as a result of an increased focus in this area. The Company
has established global, regional and fast-track talent pools to help
identify successors for key roles and to identify and accelerate the
development of fast-track talent. Rachel Canham joined the ELT as
Group General Counsel on 4 April 2022 and Brett Ponton joined as
CEO, North America on 12 October 2022. The Board aims to familiarise
itself as much as possible with the senior management team as well as
colleagues identified as successors or ‘high potentials’ through its
ongoing engagement programme. More details can be found on
pages 82 and 88.
We regularly monitor the effectiveness of our talent development and
succession planning activity. In our ELT and Group Leadership Forum
(GLF; our top c.100 senior management team), 73% and 78% of roles
respectively have near-term successors identified. While levels are
slightly down from last year, this is largely as a result of roles being
added that were previously not assessed and therefore have immature
succession plans. Promotion rates have also increased by 21% from
2021 to 61% following recent appointments.
Managing conflicts of interest
The Directors have a statutory duty to avoid a situation where they have,
or could have, a direct or indirect interest that conflicts or might possibly
conflict with the interests of the Company. The Board is permitted,
under powers from shareholders contained in the articles of association,
to authorise actual or potential conflicts of interest.
We have a procedure to manage the situation where a Director has
a conflict of interest, and as part of the process the Board considers
1. We define senior management as the members
of our ELT and their direct reports, excluding
colleagues in administrative and support roles.
2. When the breakdown also includes any
other directors of the Company’s related
undertakings, there are 61 females (26%)
and 170 males (74%).
Board
Female
3 (33%)
Male
6 (66%)
Senior management
1, 2
Female
45 (29%)
Male
112 (71%)
Total workforce
Female 13,315 (23%)
Male
45,277 (77%)
Gender profile
at 31 December 2022
In October 2022, the Pacific
region held its first Senior
Female Leaders Forum. Two of
our Non-Executive Directors,
Cathy Turner and Linda Yueh,
joined the virtual event, which
was organised by Dagmar
Strohmaier (General Counsel,
Pacific) and opened by Andrew
Stone (Managing Director,
Pacific).
The forum was created to help
facilitate and support talented
and ambitious female
colleagues in their career
advancement and to ultimately
increase the gender balance
in senior roles within Rentokil
Initial Pacific. As guest
speakers, Cathy and Linda
shared their own experiences
and answered questions. Both
Non-Executive Directors
commented afterwards on the
positive leadership and energy
involved in the event.
Spotlight
Increasing gender balance in senior roles
It was impressive to have
such high calibre guests and
hear Cathy and Linda’s
thoughts and experiences
first hand. The session was
inspirational and
empowering!
each potential conflict situation on its merits. Since the procedure was
introduced, a number of potential situational conflicts arising from
appointments on external boards, or through some other ongoing
relationship, have been authorised after review by the Board, none of
which is subject to any specific restriction or condition. We maintain and
review annually a register of authorisations granted during the year.
Under its terms of reference, the Nomination Committee is responsible
for reviewing the current schedule of authorisations with a view to
considering whether they remain appropriate or whether they should be
revoked or otherwise limited. This comprehensive review is undertaken
annually and the process includes the assessment and authorisation of
potential conflicts of interest. In 2022, it was concluded that no updates
were necessary. All authorisations given were considered to remain
appropriate and none were revoked or otherwise limited.
Nomination Committee effectiveness
As part of the broader Board effectiveness review in 2022, the
Nomination Committee considered its effectiveness. The Nomination
Committee also reviewed the results of the Board performance
evaluation process that related to the composition of the Board and
succession planning. The review concluded that, in terms of
composition, management of meetings, the quality of the content and
information provided to it, the Nomination Committee had operated
effectively in 2022. In 2023, the Committee plans to continue to focus
on executive director and senior management succession plans and
to ensure a smooth transition for the Audit Committee Chair role.
Full details of the Board evaluation review, including its outcomes
and actions, are disclosed in the Corporate Governance Report.
106
Rentokil Initial plc
Annual Report 2022
Fostering a diverse and inclusive culture
A key strategic aim of the Company is to be recognised as a world-class
Employer of Choice, which is able to attract, recruit and retain the best
people from the widest possible pool of talent. We are, therefore,
committed to fostering a diverse and inclusive working environment for
all employees by, at all times, striving to be an organisation that values
everyone’s talents and abilities in an environment where diversity is
encouraged.
The Company introduced a global diversity, equality and inclusion
(DE&I) upskilling initiative for middle management and above in 2021.
DE&I training has been deployed to more than 1,200 managers in the
past two years and the delivery of the training course will continue to
expand in 2023. More information on our approach to DE&I can be
found in the Responsible Business section on page 51 and our Group
Diversity, Equality & Inclusion Policy is available on our website.
As part of its monitoring of gender, the Board reviews our Gender Pay
Report each year and we continue to have no material gender pay gap
between men and women (see page 122). The reports are available to
view on our website. We were placed 63rd in the 2022 FTSE Women
Leaders Review for women on boards and in leadership in the FTSE 100,
published in February 2023.
The Board of Directors has adopted a Board diversity policy to support,
at Board level, the Company’s commitment to fostering a diverse and
inclusive working environment. The key objectives of the policy and its
effectiveness are set out on page 105. The policy is reviewed annually
and is available on our website. Due to the current size of the Board and
its committees, there is no separate policy or provisions within the
Board diversity policy for committees.
The Nomination Committee considered the new Listing Rules
requirements on diversity related reporting during 2022, as well as
the recommendations set out in the first report from the FTSE Women
Leaders Review (the successive phase of the Hampton-Alexander
Review). In light of this, the Nomination Committee recommended
that the Board update its diversity targets as set out on page 105.
While we are committed to diversity within our organisation, it was
agreed that the Board’s focus should be on setting targets which are
considered appropriate given the succession timeframe of existing
Read the Nomination Committee’s terms of reference at
rentokil-initial.com/investors/governance
Read our Group Diversity, Equality & Inclusion Policy at
rentokil-initial.com/responsible-delivery/policies
Read our Board Diversity Policy at
rentokil-initial.com/investors/governance
members of the Board and which take account of the existing skills,
experience and composition of the Board. Based on current succession
timing we have therefore updated our Board Diversity Policy to include
a target that the Board comprises at least 40% women by 2028, which
we believe to be an appropriate timeframe for our Board.
As at 31 December 2022, the Company had not met the Listing Rules
targets set out under LR 9.8.6R (9) that at least 40% of the individuals
on its board of directors are women or that at least one of the Chair,
CEO, CFO or SID is female. While the Company values all forms of
diversity, we do not believe given the current composition of our
Board that these targets are achievable prior to 2028.
More broadly, we have continued to focus on increasing the diversity
of our senior management population across the business, with 29% of
senior roles in the business held by women (2021: 29%). The proportion
of females in our ELT increased from 9% in 2021 to 16.6% following the
appointment of Rachel Canham as Group General Counsel in April
2022. We also continue to grow our reputation as an employer of
choice for senior women while ensuring we are able to attract diverse
candidates from the widest possible pool of talent, with women
comprising 37% of external hires to senior management positions in
the past 12 months (2021: 44%). Approximately 23% of our colleagues
are female (2021: 24%).
As a global organisation, we also believe it is important to have a senior
management team that is representative of the markets we operate in,
and the customers we serve. To that end, we can report that 18% of our
senior management roles are currently filled by individuals who are
disclosed as ethnic minorities (2021: 20%). We believe that, if our
leadership is to reflect the diversity of the countries we operate in,
our target for ethnic diversity in our senior leadership population should
be at least 28%, and this will continue to be an area of focus for us.
We aim to remove any bias from our recruitment processes to ensure
we are attracting the best people from the widest possible pool of
talent. A summary of our culture and further details on our colleagues
are provided in the Responsible Business section from page 50. You
can find details on how the Directors monitor culture on page 90.
Board and executive management diversity
at 31 December 2022
Gender
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
1
Percentage of
executive
management
Men
6
66%
4
10
77%
Women
3
33%
3
23%
Not specified/prefer not to say
Ethnic background
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other White (including minority-white groups)
7
78%
4
13
100%
Mixed/Multiple Ethnic Groups
Asian/Asian British
2
22%
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
1.
This is the executive committee below the Board (the Executive Leadership Team) and the Company Secretary. We exclude Board members from this group.
Rentokil Initial plc
Annual Report 2022
107
Corporate Governance
Financial Statements
Other Information
Strategic Report
Committee members:
Cathy Turner (Chair)
David Frear (from 12 October 2022)
Sarosh Mistry
Julie Southern
Linda Yueh
Areas of focus in 2022
A
Embedding the Directors’ Remuneration Policy
A
Planning for the integration of the Terminix acquisition and
commencing the execution of these plans post close
Areas of focus in 2023
A
The successful integration of the Terminix acquisition
A
Planning for the renewal and approval of the Directors’
Remuneration Policy at the 2024 AGM
Directors’ Remuneration Report
Terminix acquisition
The acquisition of Terminix has the opportunity to be transformational
for Rentokil Initial. The creation of a bigger and better business will bring
benefits and opportunities for our combined c.58,600 colleagues, our
c.4.9 million customers and our shareholders as we integrate the
businesses over the next three years.
The Committee has focused its attention on getting to know and
understand the business, including how the remuneration policies and
practices operate. We continue to be impressed by the progress the
teams have already made with the integration, helped by the quality and
depth of the planning ahead of close.
The Committee has taken an active role in supporting the team to plan
how the incentive plans will operate for our colleagues going forward
and as a result of this we have decided to introduce a Restricted Share
Plan in North America, to enable our offering to be more closely aligned
to common practice in the United States. Participation in this plan will
not be available to our Executive Directors.
We are delighted that our listing of Rentokil Initial on the NYSE will
enable us to use the ADSs to satisfy share awards for our colleagues
in North America in the future.
Response to cost-of-living challenges
In 2022, the focus shifted from the ongoing pandemic related
uncertainties, to an equally challenging focus on the impact of the
cost-of-living globally.
Like all businesses, we are not immune to the impact of the current
economic conditions, however our core businesses are inherently
resilient, due to the necessity of the services that we provide to our
customers.
Throughout, we have remained committed to paying our colleagues
fairly, with particular focus on the impact that higher inflation has and
continues to have on our more junior and frontline colleagues. Initiatives
have included:
A
giving a cost-of-living bonus to colleagues who are not eligible to
participate in a performance or other bonus plan;
A
reducing the annual salary review increase for senior leaders and
management teams to enable higher increases for frontline
colleagues, for example, the typical pay increase for frontline
colleagues in the UK was double the typical salary increase for
management and senior leaders;
A
giving frontline colleagues the opportunity to flex their work hours
and, based on colleague feedback, offering them the opportunity to
increase their contractual hours and accordingly their pay;
A
supporting colleagues to help them maximise their incentive opportunity;
A
increasing meal voucher benefits to support colleagues with the
rising costs of food inflation; and
A
providing support to colleagues to help them develop their own
strategies to manage the cost of living challenge. For example,
providing access to a range of financial tools and calculators through
our benefit platform in the UK and partnering with HSBC to deliver
financial education webinars.
Wider workforce engagement
The Committee has continued to engage with the wider workforce to
enable understanding of the broader remuneration and related policies,
and their impact. We continue to believe in and embed practices that
enable all Board members to engage in this agenda. Engaging with the
wider workforce and understanding their views was already a practice
that the Board had undertaken for many years prior to the introduction of
these requirements by the FRC UK Corporate Governance Code (‘Code’),
through initiatives such as Employer of Choice (see page 21 for more
information).
Pension
In line with best practice, our Executive Directors’ pension contributions
are aligned with the wider workforce. The contributions of our CFO, Stuart
Ingall-Tombs, have been aligned since his appointment in August 2020,
and the contributions of our CEO, Andy Ransom, were aligned at the end
of 2022, reducing his pension from £191,319 to 3% of salary which is
currently £27,038. This means that we are fully compliant with provision
38 of the Code going forward.
In this report:
111 Remuneration at a glance
Key headline details on performance and remuneration in 2022
113 Directors’ Annual Remuneration Report – Introduction
Details of the Remuneration Committee and its activities
during 2022
115 Directors’ Annual Remuneration Report – 2022
Details of Directors’ remuneration received during 2022
124 Directors’ Annual Remuneration Report –
Looking forward 2023
Details of how the Directors’ Remuneration Policy will be
implemented in 2023
126 Summary of Directors’ Remuneration Policy
Summary of the Directors’ Remuneration Policy approved
at the Company’s AGM on 12 May 2021
Dear Shareholder
It is my pleasure to present to shareholders, on behalf of the Board,
the Directors’ Remuneration Report to shareholders, for the financial
year ended 31 December 2022.
It has been another busy year, with the key areas of focus including:
A
embedding the Directors’ Remuneration Policy (the Policy)
approved at the 2021 AGM;
A
completing the Terminix acquisition and planning for the integration;
A
continuing to focus on the alignment of remuneration for all
colleagues given the cost-of-living challenges that have impacted
across the globe; and
A
welcoming a new Non-Executive Director, David Frear, to the Board
and Remuneration Committee.
108
Rentokil Initial plc
Annual Report 2022
Key decisions in 2022
Context of business performance
Performance in 2022 demonstrated the continued core strength
of our businesses, growing revenue, profit and cash ahead of our
medium-term growth targets despite the challenges to the economy
globally. We were pleased that Adjusted Operating Profit and Revenue
grew by 22.7% and 19.1% respectively. We have also continued to deliver
against our ESG goals, see pages 49 to 62 for further information.
The strong performance, both relatively and absolutely, is reflected in
the incentive payments to our frontline colleagues, management and
Executive Directors, reinforcing our strong link between performance
and reward.
Shareholder experience
The shareholder experience in 2022 has been shaped by the operational
and financial performance of the Group in addition to the Terminix
transaction. There has been broad shareholder recognition for the Group’s
ability to deliver good topline growth and effectively offset cost inflationary
pressures through the course of the year, driving margin accretion.
Following the announcement of the Terminix transaction, communication
to shareholders has been a priority through both face to face and virtual
meetings. Shareholders received multiple communications covering the
strategic and financial rationale for the transaction and were kept informed
of progress including through the anti-trust and regulatory filing phases.
We appreciated the strong support from shareholders most obviously
reflected in the shareholder vote. See pages 25 and 47 for further
information about how we deliver value for shareholders.
During 2022 our shares outperformed the FTSE 350, but like the FTSE 100
index our shares ended the year down from the start of the year. Our
Executive Directors are aligned with shareholders in that they are
shareholders themselves and the share price performance has impacted
the estimated vesting of the 2020 PSP, with the TSR element currently
being below threshold and with the potential for this element to lapse.
Salary review
The CEO’s salary was increased by 3% to £901,250 as part of the salary
review in July 2022. The increase was below the typical increases
received by the wider workforce in the UK of 6% and in line with the
median increase for FTSE 100 CEOs of 3%.
The CFO’s salary was not increased as part of the salary review in July
2022, in line with his appointment terms, and remained at £550,000.
Annual bonus outcome
The annual bonus for Executive Directors rewards both Company and
personal performance. The Company element is designed to reward
sustainable profit growth and Free Cash Flow to align the Executive
Directors’ incentives with the Group strategy. As with all incentives
across the business, the targets set continue to be suitably stretching.
Due to the acquisition of Terminix being late in the year, the Committee
made the decision that the annual bonus targets would not be revised
to include Terminix and the bonus outcome would be calculated on the
Company’s results excluding Terminix.
The Company element of the scheme for Executives Directors operates
in the same way for all managers, a population of more than 2,000
colleagues, the only difference being that some targets are aligned to
their business area rather than being based on Group performance.
How the scheme operates and the performance outcomes at Group
level are described below.
A
Company performance
– There are two performance gateways which
are based on profit and cash generation, both of which were achieved.
The level of bonus payable is determined by two key metrics: Adjusted
Operating Profit and Revenue performance. Performance was
assessed against the targets, and in addition, careful consideration was
given to the quality of earnings in context of the 2022 results and
stakeholder experience. We also considered whether the targets and
the results represented outperformance relative to the externally
communicated business targets. Following these assessments, it was
determined that the outcome achieved for Company performance in
accordance with the formula was appropriate for the revenue measure
achieving maximum and 96.7% of maximum for Adjusted Operating
Profit.
A
Personal performance
– The Executive Directors are assessed on
their personal performance with the potential of up to 30% of base
salary based on these objectives, which are measured through the
Company’s performance and development review process. The CEO,
Andy Ransom, was awarded a performance rating of 5 (our highest
rating), recognising his outstanding performance and leadership,
giving a bonus of 30% of salary. The CFO, Stuart Ingall-Tombs, was
also awarded a performance rating of 5, giving a bonus of 30% of
salary. These assessments are set out on page 116 of the report and
demonstrate the strong performance in 2022.
A
Total bonus outcome
– The table below shows the total outcome as
a percentage of base salary. See pages 115 and 116 for a breakdown
of the targets and calculation as well as details of the personal
performance review.
Company
performance
Personal
performance
Total bonus
outcome
Threshold
15%
0%
15%
Target
75%
15%
90%
Maximum
150%
30%
180%
Andy Ransom
147.5%
30%
177.5%
Stuart Ingall-Tombs
147.5%
30%
177.5%
The Committee has given careful consideration to Executive Directors
performance ratings and their overall bonus outcomes. The Committee
recognises that this has been a particularly demanding year with both
the work related to the Terminix deal, its execution and integration
planning, as well as the need to continue driving financial and business
results across the rest of the Group. With this in mind the Committee
concluded that, given the achievements across this complex and
stretching agenda, combined with yet another year of outstanding
results, both Executive Directors warranted a 5 rating.
Performance Share Plan (PSP) vesting
During 2022, the PSP award granted in 2019 came to the end of its
three-year performance period. The vesting level of the award was
dependent on six performance conditions:
A
50% – relative total shareholder return (TSR);
A
25% – earnings per share (EPS);
A
10% other financial measures – Organic Revenue Growth and
Adjusted Free Cash Flow Conversion; and
A
15% – strategic/ESG measures – Sales and Service colleague
retention, customer satisfaction and vehicle fuel intensity.
TSR was measured over a three-year period ending 24 March 2022 and
all other measures over a three-year period to 31 December 2021.
The Committee reviewed the vesting level based on the achievement
against targets of 96.64%, to ensure that the outcome was a true
reflection of the wider business performance. This scheme operates
identically for our colleagues across the Group.
The 2020 PSP is due to vest on 8 September 2023 and performance
will be measured against six performance conditions:
A
60% – relative TSR;
A
20% other financial measures – Organic Revenue Growth and
Adjusted Free Cash Flow Conversion; and
A
20% – strategic/ESG measures – Sales and Service colleague
retention, customer satisfaction and vehicle fuel intensity.
TSR is measured over a three-year period ending 7 September 2023
and all other measures over a three-year period to 31 December 2022.
This award is currently forecast to vest at 37.25%, using the actual
outcome for all metrics except TSR, where an estimated result based on
performance up to 31 December 2022 has been used. See page 117 for
a breakdown.
Windfall gains
As we delayed the grant of our PSP award in 2020, which resulted in the
award being granted at £5.302 (share price on 8 September 2020),
rather than £3.586 (share price on 23 March 2020), we are confident
that there is no potential for windfall gains at the point of vesting of this
award in September 2023.
Rentokil Initial plc
Annual Report 2022
109
Corporate Governance
Financial Statements
Other Information
Strategic Report
PSP grants
In March 2022, the Committee awarded the Executive Directors’ PSP
awards at the Policy levels, with the CEO receiving an award of 375%
of salary and the CFO receiving an award of 300%. The performance
conditions are as follows:
A
TSR – weighting 50%
A
Organic Revenue Growth – weighting 15%
A
Adjusted Free Cash Flow Conversion – weighting 15%
A
Strategic/ESG measures (Sales and Service colleague retention,
customer satisfaction and vehicle fuel intensity) – weighting 20%
We expect the 2023 PSP awards for the CEO and CFO, which are
planned for March 2023, to be made on the same basis.
In-flight PSP target review
In line with our usual practice for large acquisitions, we have reviewed
our in-flight PSP targets to take into consideration the addition of
Terminix. The focus has been on ensuring that the targets remain as
originally intended and have not become inadvertently easier or harder
as a result of the acquisition. This has resulted in the following changes:
Organic Revenue Growth
– the targets have been increased to reflect
the inclusion of Terminix in the forecasts.
2021-2024 PSP
2022-2025 PSP
Original
Revised
Original
Revised
Threshold
2.25%
3.0%
3.5%
4.5%
Target
2.50%
3.5%
4.0%
5.0%
Maximum
2.75%
4.0%
5.0%
5.5%
Adjusted Free Cash Flow Conversion
– the inclusion of Terminix
has a negative impact on our Adjusted Free Cash Flow Conversion,
so these targets have been revised down and are in line with the
revised guidance. Plans are in place to return Adjusted Free Cash Flow
Conversion to our historical levels over the course of the next few years.
2021-2024 PSP
2022-2025 PSP
Original
Revised
Original
Revised
Threshold
80%
70%
80%
70%
Target
85%
80%
85%
80%
Maximum
90%
90%
90%
90%
Vehicle fuel efficiency
– Terminix operates in a similar way to Rentokil
North America, so the inclusion of Terminix in the results is not expected
to have a significant impact, so no adjustments have been made to the
targets for this metric.
2021-2024 PSP
2022-2025 PSP
Original
Revised
Original
Revised
Threshold
4.0%
no
change
4.0%
no
change
Target
6.0%
6.0%
Maximum
8.0%
8.0%
Sales & Service colleague retention and customer satisfaction
– the
targets for these metrics have also been reviewed, and in line with our
usual practice, the targets for these measures are not disclosed as we
believe that they are commercially sensitive. We will disclose both the
original and the revised target when each award vests.
Shareholding
As at 31 December 2022, the CEO’s shareholding greatly exceeded the
required level and the CFO was well on track to meet the required level
within five years, having attained c.80% of the requirement to date. The
CEO’s shareholding is more than three times the required level and
significantly higher when all potential share awards are also considered.
Shareholding
requirement
Shareholding as
a % of salary for
shares held
outright
Total shareholding
as a % of salary
including qualifying
PSP and DBP shares
net of tax
Andy Ransom
300%
956%
2,630%
Stuart Ingall-Tombs
200%
158%
193%
Strategic alignment of pay
Ensuring that our remuneration supports the delivery of the strategy
is important to the Committee and this is achieved through aligning
the measures used in our incentive schemes with our key strategic
priorities. The Committee also ensures that the right behaviours
and actions are driven from the top of the organisation by ensuring that
focus is balanced across both financial and non-financial outcomes,
for example the inclusion of colleague, customer and health, safety and
environment metrics in both the personal element of the annual bonus
and the PSP. The Committee also takes into consideration the wider
business performance when reviewing formulaic outcomes of metrics
across all incentives.
Use of discretion
The Remuneration Committee has exercised its discretion on executive
remuneration outcomes on a consistent basis over the last few years,
in order to ensure any outturn is aligned with performance. The table
below shows the Committee’s use of discretion over the past five years.
Year
Applied to
Discretion applied
2018
PSP awarded
in 2016
EPS targets were increased from 9% to 9.6%
at threshold and 15% to 16.1% at maximum,
due to material M&A activity.
2019
PSP awarded
in 2017
EPS targets were increased from 6% to 6.9%
at threshold and from 11% to 14.1% at maximum,
due to material M&A activity.
2020
No discretion was applied
2021
No discretion was applied
2022
No discretion was applied
2023
The in-flight PSP awards were reviewed to ensure that the
targets remain as originally intended and have not become
inadvertently easier or harder as a result of the acquisition.
See above for details.
Director changes
David Frear was appointed to the Board as a Non-Executive Director
on 12 October 2022 and was appointed to the Remuneration
Committee on the same date. I am sure his extensive business
experience combined with his knowledge of Terminix will prove
invaluable as we continue to integrate the businesses.
Policy implementation
Taking into consideration all the different elements of the Policy, the
Committee are comfortable that it operated as intended in terms of
Company performance and the quantum payable to the Executive
Directors.
Looking ahead
Salary review
Our annual pay review will take place mid-year and be effective from
1 July. Any salary increase awarded to the CEO and CFO is expected
to be around 3%, in line with the lower increases that are anticipated
to be applied to management. We are not aligning the CEO and CFO
increases with the wider workforce in 2023 as we intend these to be
higher as we normally focus more of our pay review budget at our
frontline and this budget is currently forecast to deliver typical
increases of almost double the management increases.
Policy review
2023 will be the final year under the current Directors’ Remuneration
Policy, as at the 2024 AGM we will be seeking your support and
approval for a new Policy. We will look to engage with leading
shareholders and their representative bodies as part of developing
the proposals and look forward to receiving input.
Finally, I would like to thank our shareholders for their continued
support of our Policy and its application and to our colleagues for
delivering another strong set of results in 2022 despite the continuing
economic challenges.
I hope you find the information in this report clearly explains the
remuneration approach taken by the Company and enables you to
understand how it links performance to business strategy and results.
I welcome any comments you may have.
Cathy Turner
Chair of the Remuneration Committee
16 March 2023
Directors’ Remuneration Report
continued
110
Rentokil Initial plc
Annual Report 2022
Remuneration at a glance
Fixed Pay – base salary, benefits, pension
Components:
Bonus
Performance Share Plan (PSP)
Unearned
Base pay
Policy summary
– Increases are normally broadly in line with those
awarded to the wider workforce. Adjustments to this may be made
where the Remuneration Committee deems it appropriate.
2022 implementation
– The base salaries were reviewed as part
of the July 2022 salary review. The increase of 3% for the CEO was
below the typical increases received by the wider workforce in the
UK of 6% and in line with the median increase for FTSE 100 CEOs
of 3%. The CFO did not receive an increase to his salary in 2022.
Pension
Policy summary
– Executive Directors may contribute to a defined
contribution arrangement or receive a cash supplement in lieu of
pension. Contributions are in line with the wider UK workforce,
which is currently 3% of salary.
2022 implementation
– The CFO contributions are in line with the
wider workforce. For the CEO, contributions were aligned with the
UK wider workforce at the end 2022 and his pension contribution
was reduced from £191,319 to £27,038.
Benefits
Policy summary
– The Company pays the cost of providing the
benefits on a monthly, annual or one-off basis. Benefits are
determined taking into account market practice, the level and
type of benefits provided throughout the Group, and individual
circumstances. All benefits are non-pensionable.
Benefits provided during 2022
A
Car allowance
A
Life assurance
A
Family healthcare insurance
A
Permanent health insurance
Andy Ransom
Chief Executive
2022
£901,250
2021
£875,000
3
%
increase
Andy Ransom
Chief Executive
21.5%
reduced
to
3%
at the
end of 2022
Pension contribution during 2022
Stuart Ingall-Tombs
Chief Financial Officer
2022
£550,000
2021
£550,000
0
%
increase
Stuart Ingall-Tombs
Chief Financial Officer
3
%
Wider workforce
(UK) increases
Frontline
6%
Other colleagues
and managers
3%
Senior managers
3%
ELT
3%
Wider workforce
(UK)
3
%
Breakdown of Executive Directors’ total remuneration
Fixed pay
The table shows a comparison of the CEO’s and CFO’s total remuneration for 2022 and 2021 and shows the potential maximum that was
unearned. The PSP value for Stuart Ingall-Tombs has increased, despite the PSP vesting level included in the 2022 single figure being lower
than the 2021 level, due to the 2020 PSP award being his first award granted as an Executive Director to vest.
£’000
Unearned
Fixed pay
Variable pay
Total
Base salary
Benefits
Pension
Bonus
PSP
Andy Ransom
Chief Executive
2022
888.1
19.3
191.3
1,599.9
831.9
3,530.6
2021
875.0
19.8
191.3
1,575.0
2,883.6
5,544.8
Stuart Ingall-Tombs
Chief Financial Officer
2022
550.0
16.8
14.4
976.4
380.3
1,937.8
2021
518.9
16.2
13.7
895.2
126.0
1,569.9
Revenue Growth
(at CER)
+
19.1
%
2022
2021: +9.3%
2020: +4.7%
Adjusted Operating
Profit (at CER)
+
22.7
%
2022
2021: +20.0%
2020: +5.7%
Total Shareholder
Return (three year)
+
2.1
%
Estimate using 3 months
to 31 December 2022
(PSP performance period
ends 7 September 2023)
Adjusted Free Cash
Flow Conversion
104
%
1 January 2020 to
31 December 2022
Organic
Revenue Growth
+
2.7
%
Cumulative average
1 January 2020 to
31 December 2022
Our performance
Rentokil Initial plc
Annual Report 2022
111
Corporate Governance
Financial Statements
Other Information
Strategic Report
Performance Share Plan 2020-2023 vesting
The bar chart compares the value of the 2019 PSP and estimated value
of the 2020 PSP included in the 2021 and 2022 single figures and
show how share price growth has influenced the value of the award.
PSP 2020-2023
Weighting
Vesting
level
TSR
60%
0%
Organic Revenue Growth
10%
72.5%
Adjusted Free Cash Flow Conversion
10%
100%
Sales and Service colleague retention
6.67%
100%
Customer Voice Counts
6.67%
100%
Vehicle fuel intensity reduction
6.67%
100%
Total estimated vesting
37.25%
PSP value (£’000)
Policy summary
– Bonus opportunity of 180% of base annual salary,
with a maximum opportunity of 150% for Company performance
and 30% for personal performance, which operate independently.
Deferral of 40% of bonus into shares with a minimum three-year
holding period.
2022 implementation
– The Committee reviewed the targets set at
the beginning of the year and determined they remained suitably
stretching in the context of the wider business performance and
that the outcomes were aligned with stakeholder experience.
Find out more on pages 115 and 116
Policy summary
– Maximum award levels as a percentage of base
salary are 375% for the CEO and 300% for the CFO.
No more than 20% of the award shall vest for meeting threshold
levels of performance and 100% of the award shall vest if maximum
performance is achieved. There is a two-year holding period.
Dividend equivalents may accrue between grant and vest date.
2022 implementation
– The Committee granted the CEO and CFO
awards in line with the Policy maximum in 2022 as per the approach
agreed with shareholders during consultation on the 2021 Policy
renewal.
Find out more on page 118
Andy Ransom
Chief Executive
Bonus targets and outcomes
Andy Ransom
Chief Executive
Company performance
147.5% / £1,329,569
Personal performance
30% / £270,375
2022 outcome
177.5% / £1,599,944
Stuart Ingall-Tombs
Chief Financial Officer
Company performance
147.5% / £811,388
Personal performance
30% / £165,000
2022 outcome
177.5% / £976,388
Andy Ransom
Chief Executive
Stuart Ingall-Tombs
Chief Financial Officer
Performance Share Plan
Bonus
Performance measures
Awards are subject to the achievement of financial and strategic/
ESG targets, with specific measures and weightings set by the
Remuneration Committee each year to ensure alignment with the
business strategy at the time of grant. However, a minimum
weighting of 75% will relate to financial (including TSR) measures.
2022 implementation
– The pie chart shows the performance
measures for the 2022 grant.
Find out more on page 118
A.
50%
relative total shareholder
return
B.
15%
Organic Revenue Growth
C.
15%
Adjusted Free Cash Flow
Conversion
D. 20%
strategic/ESG measures
(colleague retention, customer
satisfaction and vehicle fuel
intensity).
Policy maximum
375%
325%
2021 grant
375%
2
022 grant
Policy maximum
300%
200%
2021 grant
300%
2
022 grant
2022
831.9
2,883.6
2021
A
B
C
D
Maximum
Threshold
Adjusted Operating Profit
(50% of bonus)
451.3
497.2
498.8
Maximum
Threshold
On target
On target
Revenue
(50% of bonus)
3,075.3
3,198.7
3,137.5
Maximum
Threshold
On target
% of maximum bonus
opportunity achieved
10%
90%
Adjusted Operating Profit
100%
Revenue
95%
Total
100%
Remuneration at a glance
continued
112
Rentokil Initial plc
Annual Report 2022
Directors’ Annual Remuneration Report – Introduction
Introduction
The Annual Remuneration Report has been split into three sections for
ease of reference. This introductory section provides an overview of the
Remuneration Committee and the activities undertaken during the year.
The second section, from page 115, provides an explanation of how the
current Directors’ Remuneration Policy was implemented in the year
ended 31 December 2022 and shows the alignment between the
Company’s strategy, remuneration framework and performance, as well
as the payments made to Directors during this period. The final section,
from page 124, provides an overview of how the Policy will be applied in
2023. For reference, a summary of the Policy approved at the May 2021
AGM is included at the end of the report.
Remuneration Committee responsibilities
The Remuneration Committee’s main responsibilities are developing
and setting the Directors’ Remuneration Policy and overseeing its
application. It determines and agrees the policy with the Board and
approves individual remuneration arrangements for the Chairman,
Executive Directors, members of the Executive Leadership Team (ELT)
and the Company Secretary. It reviews executive performance and
strives to ensure that remuneration structures align the interests of
management with those of shareholders and operate in the long-term
best interests of the Company.
The Remuneration Committee oversees contractual terms on
termination affecting Executive Directors, members of the ELT and
the Company Secretary, and seeks to ensure that any payments made
are both fair to the individual and to the Company, that failure is not
rewarded and that the duty to mitigate loss is fully recognised. The
Remuneration Committee also oversees the Company’s incentive
schemes, including the operation and effectiveness of performance
measures and targets in both the annual bonus plan and the PSP.
It also lends oversight to major changes in colleague remuneration
across the Group.
Membership and attendance
The Remuneration Committee members are:
A
Cathy Turner (Chair)
A
David Frear, appointed 12 October 2022
A
Sarosh Mistry
A
Julie Southern
A
Linda Yueh
There were four Remuneration Committee meetings held in 2022,
in line with the number of meetings held in 2021. Details of the members
of the Remuneration Committee and their attendance during the year
can be found on page 79. The Group HR Director, the Group General
Counsel, the Company Secretary (who acts as secretary to the
Remuneration Committee) and the Group Head of Reward also attend
Remuneration Committee meetings.
The Group HR Director has direct access to the Chair of the
Remuneration Committee and, together with the Group Head of
Reward, advises the Remuneration Committee on remuneration matters
relating to Executive Directors and members of the ELT. The Company
Chairman also attends meetings and makes recommendations in
relation to the remuneration and incentive arrangements for the
Chief Executive. The Chief Executive attends meetings and makes
recommendations in respect of remuneration arrangements for his
direct reports. No Executive Director or member of the ELT is present
when their own remuneration is under consideration.
The Remuneration Committee members have a broad and diverse
set of skills and knowledge that, when combined, bring the necessary
level of experience and know-how to ensure that remuneration matters
are dealt with in a balanced, independent and informed manner.
No member of the Remuneration Committee has any personal financial
interest in the matters to be decided by the Remuneration Committee,
other than as a shareholder. No member of the Remuneration
Committee has any conflict of interest in carrying out their role on the
Remuneration Committee arising from other directorships, nor does
any member participate in any of the Company’s incentive or pension
arrangements or have any involvement in the day-to-day running of
the Company.
In order to avoid any conflict of interest, remuneration is managed
through well-defined processes ensuring no individual is involved
in the decision-making process related to their own remuneration.
The Remuneration Committee also receives support from external
advisors and evaluates the support provided by those advisors annually
to ensure that advice is independent, appropriate and cost-effective.
Remuneration Committee effectiveness
The Remuneration Committee undertook a review of its performance
during the year as part of the broader Board evaluation as detailed
on pages 92 and 93. The review concluded that the Remuneration
Committee continued to operate effectively. The findings demonstrate
that Committee performance continues to be considered effective
in 2022 in terms of the management of meetings, the quality of the
content and information provided to the Committee from internal or
external advisers, and in the Committee’s work to undertake its duties.
The key area of focus for the Committee in 2023 will be planning for
the review of the Directors’ Remuneration Policy that will be taken to
shareholder vote in 2024 and continuing to integrate the Terminix
acquisition, which will include reviewing the impact this will have on
in-flight incentive arrangements and ensuring that we have the right
packages in place to allow us to attract and retain the best talent from
both companies at all levels, to make the integration and following years
successful for shareholders, colleagues and customers alike.
External advisors
Material advice and/or services were provided to the Remuneration
Committee during the year by FIT Remuneration Consultants LLP (FIT),
which is retained to provide independent advice on executive
remuneration matters and on the Company’s long-term incentive
arrangements. FIT was appointed on 6 November 2018 by the
Remuneration Committee following a review of its advisors. FIT is a
member of the Remuneration Consultants Group and adheres to its
code in relation to executive remuneration consulting in the UK. Fees
charged during the year for advice to the Remuneration Committee by
FIT were £28,362 and were accrued on a time and materials basis. FIT
also acts as remuneration advisor to the remuneration committee of
Aldermore PLC, which Cathy Turner chaired until 31 October 2022
when she ceased to be a director at Aldermore PLC. However, the
Remuneration Committee is satisfied that this has not impaired their
independence in any way. FIT does not have any connection with the
Company or any Director that may impair their independence and the
Remuneration Committee is satisfied that the advice it receives is
independent and objective.
AGM voting outcomes
The outcome of the advisory vote in respect of the Directors’
Remuneration Report at the 2022 AGM and the vote on the Directors’
Remuneration Policy at the 2021 AGM are shown in the tables below.
Remuneration Report voting results
Votes for
1,418,637,335
Percentage for
93.97%
Votes against
91,078,102
Percentage against
6.03%
Total votes cast
1,509,715,437
Votes withheld (abstentions)
213,241
Remuneration Policy voting results
Votes for
1,117,630,721
Percentage for
77.39%
Votes against
326,479,806
Percentage against
22.61%
Total votes cast
1,444,110,527
Votes withheld (abstentions)
8,866,324
A vote ‘for’ includes those votes giving the Chair discretion. A vote
‘withheld’ is not classed as a vote in law and is not counted in the
calculation of the proportion of votes cast for or against a resolution.
Rentokil Initial plc
Annual Report 2022
113
Corporate Governance
Financial Statements
Other Information
Strategic Report
Activities of the Remuneration Committee
In 2022, the Remuneration Committee considered the following key areas:
Matters considered
Discussion and outcome
Find out more
Executive remuneration
Executive Director
remuneration
The Remuneration Committee considered and approved base salaries for 2022, bonus
outcomes for 2021, bonus structure for 2022 and the 2022 PSP awards and targets for the
Executive Directors, taking into consideration the wider workforce.
See pages 115 to 118
for more information
ELT and Company
Secretary
remuneration
The Remuneration Committee considered and approved base salaries for 2022, bonus
outcomes for 2021, bonus structure for 2022, and the 2022 PSP awards and targets for
the members of the ELT and Company Secretary, taking into consideration the wider
workforce remuneration.
2019 Performance
Share Plan (PSP)
vest
The Remuneration Committee approved the vesting of the 2019 PSP awards as a result
of the performance measures being met at 96.64% of maximum.
2022 PSP award
The Remuneration Committee approved the PSP grant in March 2022 and its performance
conditions, and subsequently noted a summary of the grants made under the PSP.
See page 118 for more
information
PSP measures
The Remuneration Committee monitored the performance status of the outstanding
awards under the PSP.
2023 annual bonus
The Remuneration Committee reviewed the overall structure of the 2023 annual bonus
plan for Executive Directors, ELT members and Company Secretary.
See page 124 for more
information
ELT appointments
During 2022, the Remuneration Committee approved the remuneration for the
appointment of the new CEO of North America and CEO of US Pest Control.
Chairman Fees
The Remuneration Committee reviewed the fees of the Chairman and approved for the
fees to be increased.
See page 119 for more
information
Governance and oversight
Share dilution limits
The Remuneration Committee noted the impact of the Company’s executive share plans
on share dilution limits.
Terms of reference
The Remuneration Committee undertook its annual review of its terms of reference.
These are available
on our website
Performance review
The Remuneration Committee undertook its annual review of the effectiveness of the
Committee.
See Committee
effectiveness on
page 92
Corporate
governance and
proxy voting
guidelines
The Remuneration Committee received an update during 2022 on changes in corporate
governance and proxy voting guidelines.
Gender Pay Report
The Remuneration Committee considered and approved the 2021 Gender Pay Report in
February, which was published in March 2022.
Read about diversity on
page 51. Our reports are
available on our website
Directors’
Remuneration
Report
The Remuneration Committee reviewed and approved the Directors’ Remuneration Report
to be included in our 2021 Annual Report.
Available on our website
Annual planner
The Remuneration Committee considered the annual planner for 2023.
The Chair of the Remuneration Committee presents a summary of material matters discussed at each meeting to the following Board meeting and
minutes of the Remuneration Committee meetings are circulated to all Directors subject to suitable redaction. The Remuneration Committee reports
to shareholders annually in this report and the Chair of the Remuneration Committee attends the AGM to address any questions arising.
Directors’ Annual Remuneration Report – Introduction
continued
114
Rentokil Initial plc
Annual Report 2022
Directors’ Annual Remuneration Report – 2022
Directors’ remuneration in the year to 31 December 2022
Single total figure for the remuneration of Executive Directors
The table below has been audited.
Fixed pay
Variable pay
Total
8
£’000
Value of total
attributed to
share price
growth
6
£’000
% of total
attributed to
share price
growth
Year
Base
salary
£’000
Benefits
1
£’000
Pension
2
£’000
Total
fixed pay
£’000
Bonus
3
£’000
PSP
4,5
£’000
Total
variable
pay
£’000
Andy Ransom,
Chief Executive
2022
888.1
19.3
191.3
1,098.8
1,599.9
831.9
2,431.8
3,530.6
(£6.0)
(0.7)%
2021
875.0
19.8
191.3
1,086.2
1,575.0
2,883.6
4,458.6
5,544.8
1,379.9
42.1%
Stuart Ingall-Tombs,
Chief Financial Officer⁷
2022
550.0
16.8
14.4
581.1
976.4
380.3
1,356.7
1,937.8
(£2.7)
(0.7)%
2021
518.9
16.2
13.7
548.8
895.2
126.0
1,021.1
1,569.9
112.4
42.1%
1. Executive Directors are provided with family health insurance, life assurance, permanent health insurance and a car allowance. The value of the taxable benefit
is included under ‘Benefits’ in the above table. This includes the P11D value for health insurance and the gross cash car allowance. There were no other taxable
benefits paid to Executive Directors in 2021 or 2022.
2. Andy Ransom received a pension contribution, in the form of a cash supplement, worth 21.9% of base salary in 2021 and 21.5% of salary in 2022, due to the
cash amount being fixed in absolute terms. Stuart Ingall-Tombs received a pension contribution, in the form of a cash supplement, worth 3% of base salary in
line with the UK wider workforce. Neither Andy Ransom or Stuart Ingall-Tombs, contributed to a Company pension scheme and do not have any prospective
benefits under a Company defined benefit scheme.
3. 40% of the individual’s 2021 and 2022 bonus entitlement was awarded as deferred shares. These awards are subject to a three-year holding period, but are
not subject to performance or service conditions.
4. The 2022 single total figure includes the 2020 PSP, which is due to vest in September 2023. The value of the 2020 PSP at vest has been estimated based on
the average of the Company’s share price over the last financial quarter of 2022, giving a price of 522.9p, and the anticipated performance outcomes, giving
a vesting level of 37.25% detailed on page 117. The actual value of the 2020 PSP will be restated next year once the final performance outcome and the share
price at the date of vesting and the impact of dividend accrual are known.
5. The 2019 PSP estimate included in the 2021 single figure has been restated. The award vested at 96.64% and has been restated to reflect the actual share
price at the date of vesting on 25 March 2022 of 526.4p and the impact of dividend accrual. This reduced the PSP value from £3,340,019 to £2,883,646.
6. The PSP value included in the 2022 single figure has a share price decline of 7.3p per share attributed to it (estimated share price at vest of 522.9p less share
price at grant of 530.2p), which is -0.7% of the PSP value. The PSP value included in the 2021 single figure had share price growth of 179.8p per share
attributed to it (share price at vest of 526.4p less share price at grant of 346.6p), which is 42.1% of the PSP value. The Remuneration Committee has not
exercised discretion as a result of this share price appreciation or depreciation for either award.
7. Stuart Ingall-Tombs was appointed to the Board on 15 August 2020. His 2019 PSP award was granted prior to his appointment as an Executive Director and
in line with the reporting requirements the value has been pro-rated to reflect his qualifying earnings as an Executive Director. The full value of his 2019 PSP
award on vesting was £234,822.
8. Total emoluments and option gains are disclosed on page 118.
Annual bonus 2022
This section has been audited.
Context of business performance
The Company had another outstanding year in 2022, growing Revenue
by 19.1% and Adjusted Operating Profit by 22.7%. This compares with
Revenue Growth of 19.5% and Adjusted Operating Profit Growth of 9.5%
in 2021.
The Remuneration Committee gave careful consideration as to whether
or not the outcomes for the annual bonus were reflective of overall
Company performance when the performance was reviewed against the
targets. The Committee also assessed that the targets set were suitably
stretching, given the level of outperformance of Revenue, and determined
that they were, as the maximum targets were set well above the guidance
of 5% Revenue Growth and c.10% Adjusted Operating Profit Growth.
The results were also considered in the context of wider stakeholders,
particularly in relation to the cost-of-living challenges, and it was decided
that no discretion should be applied to adjust the outcome. This is due
to the alignment of incentives within the Company, which means that
the Executive Director’s only achieve their annual bonus targets if the
frontline and managers are achieving their incentives. The Company
has also been very mindful of the impact of the cost-of-living challenges
on our colleagues, particularly those on the frontline, and have used
initiatives such as targeting higher salary increases at this population
and one-off bonuses to help ease the pressures. See page 121 for
further details.
2022 annual bonus outcome
The Remuneration Committee reviewed the 2022 bonus plan outcome
for the Group’s senior management population based on the targets set
at the start of the financial year. The bonus plan supports the delivery
of our strategic priorities.
The Remuneration Committee considered revising the targets for the
annual bonus following the acquisition of Terminix. However, due to the
size and complexity of the acquisition and how late in the year it closed,
they did not feel that there was adequate information available to reset
the targets and ensure that they remained as originally intended and
had not become inadvertently easier or harder as a result of the
acquisition. Therefore, it was decided that the bonus outcome would
be calculated on the Company’s results excluding Terminix.
The Remuneration Committee has given careful consideration to
Executive Directors’ performance ratings and their overall bonus
outcomes. They recognise this has been a particularly demanding
year with both the work related to the Terminix deal, its execution
and integration, as well as the need to continue driving financial and
business results across the rest of the Group. With this in mind the
Committee concluded that, given the achievements across this complex
and stretching agenda, combined with yet another year of outstanding
results, both Executive Directors warranted a 5 rating.
The annual bonus plan comprises three parts: gateway measures,
Company performance and personal performance. This means that
bonuses earned reflect the performance of the constituent businesses
which make up the overall Group performance, as well as achievement
against specific personal objectives. The gateway measures and
Company performance are measured against financial targets. The
Executive Directors had a maximum bonus opportunity of 150% of salary
if the Company financial targets are achieved in full and an opportunity
to earn up to 30% based on personal performance, which is measured
through the Group’s performance and development review process.
In total the maximum bonus opportunity is up to 180% of salary.
Application of discretion
The Remuneration Committee has not applied discretion to the outcome
of the annual bonus as the outcome is felt fair in the context of the
Company performance and experience of wider stakeholders.
Gateway measures
For any bonus to be payable to an Executive Director, two gateway
measures had to be met as follows:
A
Profit Gateway:
The Company must achieve at least 95% of the
Adjusted Operating Profit target of £475.0m which is £451.3m.
The outcome was £497.2m.
A
Free Cash Flow Gateway:
The Company must achieve Free Cash
Flow generation of £250m. The outcome was £363m.
Both gateways were achieved.
Rentokil Initial plc
Annual Report 2022
115
Corporate Governance
Financial Statements
Other Information
Strategic Report
Company performance measures
Executive Directors’ bonuses were determined by achievement against
two independent financial measures: Revenue and Adjusted Operating
Profit (before restructuring costs) performance. These measures were
given equal weighting.
Revenue
(weighting 50%):
The targets used to assess Revenue performance are disclosed below,
along with the achievement against these targets, which was calculated
on the same basis as the targets were set.
Threshold
£‘000
Target
£‘000
Maximum
£‘000
Result
£‘000
Targets
3,075.3
3,106.4
3,137.5
3,198.7
Targets as % of on-target
99%
100%
101%
103.0%
% of maximum bonus
opportunity
10%
50%
100%
100%
Adjusted Operating Profit
(before restructuring costs; weighting 50%):
The targets used to assess Adjusted Operating Profit performance are
disclosed below, along with the achievement against these targets,
which was calculated on the same basis as the targets were set.
Threshold
£‘000
Target
£‘000
Maximum
£‘000
Result
£‘000
Targets
451.3
475.0
498.8
497.2
Targets as % of on-target
95%
100%
105%
104.7%
% of maximum bonus
opportunity
10%
50%
100%
96.7%
Company performance outcome
The table shows the bonus outcome for Company performance for the
Chief Executive and Chief Financial Officer and the amount payable.
Revenue
(50%
weighting)
Adjusted
Operating
Profit (50%
weighting)
Bonus
outcome as
% of salary
for Company
element
Bonus
outcome
for
Company
element
£‘000
Andy Ransom
75%
73.8%
147.5%
1,329.6
Stuart Ingall-Tombs
75%
73.8%
147.5%
811.4
Personal performance
The Executive Directors can earn up to 30% of base salary based on
their personal performance against objectives measured through the
Company’s performance and development review (PDR) process and
objectives typically include areas such as people, customers, safety,
systems, governance and control, and key strategic projects.
The table shows the potential bonus opportunity for each PDR rating.
Performance
rating and
definition
1:
Below
standards
required
2:
Development
required
3:
Good
performer
4:
Exceeds
expectations
5:
Outstanding
% bonus
opportunity
0%
0%
15%
22.5%
30%
The performance rating awarded to the Chief Executive was a 5 rating
resulting in a bonus of 30% of salary. The performance rating for the
Chief Financial Officer was a 5 rating resulting in a bonus of 30% of
salary. The assessment of the performance ratings, by the Chairman for
the Chief Executive and by the Chief Executive for the Chief Financial
Officer, took into account their key achievements during 2022 as
detailed in the table below.
The table details the key achievements for the Chief Executive and Chief Financial Officer which were used to determine their performance rating.
Strategic objectives
Andy Ransom, Chief Executive
Stuart Ingall-Tombs, Chief Financial Officer
Employer of Choice
A
Continued world-class performance in LTA 0.39 and WDL 7.9,
recognised externally with RoSPA Gold Award
A
New learning festival which delivered 150 sessions to 4,000
colleagues
A
Maintained high levels of retention at 82.6% despite the
global ‘Great Resignation’ and cost-of-living crisis
A
Further progress made in Finance talent build and
succession
A
Maintained high levels of retention at 82.6% despite
the global ‘Great Resignation’ and cost-of -living crisis
A
Recruitment and on boarding of Head of Investor
Relations
Revenue
A
Delivered increase in Revenue of 19.1% over previous year
A
Revenue growth supported by increased sales of new
innovations
A
Expanded out innovation footprint, including a further rollout
of PestConnect, with 290,000 units across 16,000 operations
A
Delivered increase in Revenue of 19.1% over previous
year
A
Delivered 29.0% growth in Pest Control of which 5.6%
was Organic
Adjusted Operating
Profit
A
Delivered a strong increase of 22.7% over previous year
A
45bps improvement in Net Operating margin over prior year
A
Delivered price improvements ahead of cost inflation.
Operating margins improved by 30bps
A
45bps improvement in Net Operating margin over
prior year
Cash and liquidity
A
Delivered Strong Adjusted Free Cash Flow Conversion
of 91.8%
A
Delivered US listing
A
Delivered Strong Adjusted Free Cash Flow
Conversion of 91.8%
A
Delivered Net Debt to EBITDA of less than 3.2x
A
Maintained S&P BBB rating
M&A
A
Landmark acquisition of Terminix and delivery of synergies
ahead of budget
A
Acquired 52 businesses, excluding Terminix, and expanded
into three new countries Pakistan, Argentina and Israel
A
Landmark acquisition of Terminix and delivery of
synergies ahead of budget
A
Acquired 52 businesses, excluding Terminix, and
expanded into three new countries Pakistan,
Argentina and Israel
Earnings and returns
A
Investor relations strategy successfully executed
A
Investor relations strategy successfully executed
Total bonus outcome
The table shows the total bonus outcome for each Executive Director. 40% of the bonus outcome achieved will be deferred in shares under the Deferred
Bonus Plan (DBP). These awards are subject to a three-year holding period, but are not subject to any further performance or service conditions.
£’000
Company element
Personal element
Total bonus
outcome achieved
Bonus outcome
payable in cash
Bonus outcome
deferred in shares
Total bonus
outcome as % of
maximum
opportunity
Andy Ransom
Bonus payable
as a % of salary
147.5%
30%
177.5%
106.5%
71.0%
Bonus payable
1,329.6
270.4
1,599.9
960.0
640.0
98.35%
Stuart Ingall-Tombs
Bonus payable
as a % of salary
147.5%
30%
177.5%
106.5%
71.0%
Bonus payable
811.4
165.0
976.4
585.8
390.6
98.35%
Directors’ Annual Remuneration Report – 2022
continued
116
Rentokil Initial plc
Annual Report 2022
Performance Share Plan (PSP) and Deferred Bonus Plan (DBP) awards
This section has been audited.
The PSP is our long-term incentive plan which the Executive Directors, ELT and more than 800 managers and technical experts participate in. This
participation supports the delivery of the Company’s strategic priorities. The DBP is the long-term incentive plan under which 40% of any bonus
payable to the Executive Directors is deferred in shares.
Windfall gains and the impact of COVID-19 on the 2020 PSP
The PSP grant planned for March 2020 was cancelled as part of the initiatives put in place to enable the Company to successfully navigate the crisis
caused by COVID-19. Following a review of business performance, the Remuneration Committee approved for a grant to go ahead in September
2020. This delay resulted in the award being granted at 530.2p (share price on 7 September 2020), rather than 358.6p (share price on 23 March
2020).
The Committee has considered whether or not the Executive Directors have benefited from windfall gains and are comfortable that the delay in
timing of the grant removed the potential for this as the share price at grant was back to pre-COVID-19 levels.
Prior to the grant in September, the Remuneration Committee undertook a detailed review of the performance conditions that had been approved
for the cancelled grant in March to ensure they were fit for purpose. This resulted in the removal of EPS as a performance measure as the Company
was unable to set effective targets for this measure given the level of uncertainty and business disruption. All the other performance conditions were
retained with the weightings adjusted upwards to reflect the removal of EPS as detailed in the section below.
2020 PSP award
The 2020 PSP award was subject to six performance measures detailed in the table below.
Performance measures
Weighting
Definition
Performance
period
Relative TSR
60%
Relative TSR performance measured against a comparator group of
the FTSE 350 Index, excluding financial services, property and primary
resources sectors
08/09/2020 to
07/09/2023
Organic Revenue Growth
10%
Average Organic Revenue Growth over the three-year performance
01/01/2020 to
31/12/2022
Adjusted Free Cash Flow Conversion
10%
Adjusted Free Cash Flow Conversion % over a three-year performance
period
01/01/2020 to
31/12/2022
Sales and Service colleague retention
6.67%
Average of the 2020, 2021 and 2022 annual overall Sales and Service
Colleague retention
01/01/2020 to
31/12/2022
Customer satisfaction
6.67%
Average of the 2020, 2021 and 2022 annual CVC score over the
three-year performance period based on NPS methodology
01/01/2020 to
31/12/2022
Vehicle fuel intensity
6.67%
Reduction in vehicle fuel intensity across 13 key countries achieved by
the end of the three-year performance period
01/01/2020 to
31/12/2022
2020 PSP vesting level
The table below summarises the outcomes for each of the performance conditions. The Remuneration Committee has not applied discretion to the
estimated outcome of the vesting as the outcome is felt to be fair in the context of the Company performance and experience of wider stakeholders
over the three-year performance period.
Vesting is on a straight-line basis between threshold and target and between target and maximum, with the exception of TSR. No shares will vest if
the performance is below the threshold for that measure. For the TSR, vesting is on a straight-line basis between median and upper quartile
performance. The TSR performance period for the 2020 award is measured over a three-year period ending during the 2023 financial year. The TSR
element of the award is therefore estimated using the TSR performance of the Company and comparator group to the end of December 2022.
Performance measures
Threshold:
25% vesting
Target:
50% vesting
Maximum:
100% vesting
Actual/
estimated result
Vesting
level
Weighted
vesting level
Relative TSR
1
Median TSR
performance
Straight-line
vesting between
threshold and
maximum
Upper quartile
TSR
performance
2.1% increase in TSR
against upper quartile
of 27.7%. Ranked 87
out of 168 companies
1
Estimate
0%
Estimate
0%
Organic Revenue Growth
£160m
£200m
£240m
218
72.5%
7.25%
Adjusted Free Cash Flow Conversion
80%
85%
90%
104.3%
100%
10%
Sales and Service colleague retention
78.5%
81%
83.5%
85.6%
100%
6.67%
Customer satisfaction
39
41
43
43.5
100%
6.67%
Vehicle fuel intensity
4%
6%
8%
9.6%
100%
6.67%
Total
37.25%
1.
The estimated outcome of the TSR element of the 2020 PSP has been based on performance to the end of December 2022. The numbers will be restated in
next year’s Annual Report to reflect actual performance.
2020 PSP awards vesting
Andy Ransom was granted an award of shares worth 250% of salary in September 2020 and Stuart Ingall-Tombs 200% of salary. The aggregate
number of shares estimated to vest in September 2023 is summarised in the table below. The table also includes an estimate of the number of
additional shares relating to dividends accrued throughout the performance period, which will be added to the final awards. The estimated value of
the shares vesting is based on an average of the Company’s share price for the three months to 31 December 2022 of 522.9p. The estimated value
attributed to share price growth is -7.3p per share (estimated share price at vest of 522.9p less share price at grant of 530.2p), which is -0.7% of the
PSP value. The Remuneration Committee has not exercised discretion.
Rentokil Initial plc
Annual Report 2022
117
Corporate Governance
Financial Statements
Other Information
Strategic Report
Maximum
award
of shares
Vesting level of
award
Total number of
shares post
performance
conditions
Dividend
equivalent
shares at vest
Total
shares
vesting
Value
of shares
vesting
£‘000
Value of share
vesting
attributed
to share price
growth
£‘000
% of vesting
value attributed
to share price
growth
Andy Ransom
412,580
37.25%
153,699
4,336
158,035
831.9
(6.0)
(0.7%)
Stuart Ingall-Tombs
188,608
37.25%
70,262
1,982
72,244
380.3
(2.7)
(0.7%)
PSP awards granted during the year
In 2022, Andy Ransom and Stuart Ingall-Tombs were granted an award of shares under the PSP totalling 375% and 300% of salary respectively, in
line with the Policy and the phasing agreed with shareholders. The awards are subject to a three-year performance period and a two-year holding
period post vesting.
The number of shares that vest under the PSP will be based on the following performance conditions and weightings:
Performance measures 2021–2024
Weighting
Threshold: 20% vesting¹
Target: 50% vesting¹
Maximum: 100% vesting¹
Relative TSR
50%
TSR performance is median
measured against the FTSE
350 Index, excluding financial
services, property and primary
resources sectors
Straight-line vesting between
threshold and maximum
Upper quartile TSR
performance against the FTSE
350 Index, excluding financial
services, property and primary
resources sectors
Organic Revenue Growth
15%
3.5%
4.0%
5.0%
Adjusted Free Cash Flow Conversion
15%
80%
85%
90%
Strategic/ESG measures
– Sales and Service colleague
retention
– Customer satisfaction
20%
(split
equally)
Targets for these measures have not been disclosed as the Board believes that these
measures are commercially sensitive. They will be based on straight-line vesting between
threshold and target and between target and maximum performance, which will be
reported at vesting.
– Vehicle fuel intensity
4%
6%
8%
1. Of maximum opportunity.
In addition, when determining the level of vesting, the Remuneration Committee will also consider the underlying financial performance of the
business, as well as the value added for shareholders during the performance periods, and may adjust the vesting outcome if it considers this to be
appropriate.
Awards to Executive Directors under the 2022 PSP are set out in the table below.
2022 PSP award
Participant
Date of award
Number of
shares
awarded
1
Share price
used to
determine
award²
Exercise
price
Face value
of shares
£‘000
% of salary
awarded
Date of vest
3
Performance
period end
4
Andy Ransom
04/03/2022
659,415
497.6p
£3,281,250
375%
04/03/2025
03/03/2025
Stuart Ingall-Tombs
04/03/2022
331,592
497.6p
£1,650,000
300%
04/03/2025
03/03/2025
1.
The figures shown for the number of share awards are maximum entitlements and the actual number of shares (if any) which vest under the PSP will depend
on the performance conditions being achieved as set out above.
2. The share price is the closing share price the day prior to grant.
3. The awards granted were in the form of nil-cost options and may be exercised after vesting up to 10 years from the date of grant.
4. The TSR condition for the March award will be measured over three years to 3 March 2025. The other performance conditions will be measured over three
years to 31 December 2024. The PSP awards are subject to a holding period of two years which commences from the date of vest.
DBP awards granted during the year
On 22 March 2022, to align with the payment date of the cash part of the annual bonus, Andy Ransom and Stuart Ingall-Tombs were granted awards
under the DBP which equated to 40% of the value of bonus earned under the 2021 annual bonus. These awards are subject to a three-year holding
period, but are not subject to any further performance or service conditions. Awards to Executive Directors under the 2022 DBP are set out in the
table below.
2022 DBP award
Participant
Date of award
Number of
shares
awarded
Share price
used to
determine
award
1
Exercise
price
Face value
of shares
£‘000
Date of vest
Andy Ransom
22/03/2022
124,211
507.2p
£630,000
22/03/2025
Stuart Ingall-Tombs
22/03/2022
70,597
507.2p
£358,068
22/03/2025
1. The share price is the closing share price the day prior to grant.
Payments for loss of office (audited)
There were no payments made to Directors for loss of office during 2022.
Payments to past Directors (audited)
There were no payments made to past Directors during 2022.
Directors’ Annual Remuneration Report – 2022
continued
118
Rentokil Initial plc
Annual Report 2022
Single total figure for the remuneration during 2022 of the Chairman and Non-Executive Directors
Chairman and Non-Executive Director fees
In September 2022, the fees for the Chairman were reviewed by the Remuneration Committee and the Non-Executive Director fees were reviewed
by the Non-Executive Directors’ Terms Committee. Both Committees were supported by the Remuneration Advisors, FIT. The fees had last been
reviewed in September 2017 and had fallen significantly behind fees paid by other companies in the FTSE of a similar size. As a result of these
reviews the fees were increased, effective from 1 November 2022. It was also agreed that the fees would be reviewed on an annual basis going
forwards at a similar time to other UK Executive Directors and ELT members, with reference to external benchmarks. It was also agreed that
Non-Executive Director would be eligible for a travel allowance when intercontinental travel is required in line with best practice.
Position
Fee policy following review
£’000
Fee policy before review
£’000
Chairman
425
375
Non-Executive Director
75
60
Senior Independent Director
20
10
Chair of Audit Committee
20
15
Chair of Remuneration Committee
20
15
The table below shows the single total figure for the remuneration during 2022 of the Chairman and Non-Executive Directors. The table has been audited:
Chairman and Non-Executive Directors
Fees 2022
£’000
Fees 2021
£’000
Benefits 2022
£’000
Benefits 2021
£’000
Total 2022
£’000
Total 2021
£’000
Richard Solomons
383.3
375.0
383.3
375.0
David Frear
3
21.7
4
21.7
Sarosh Mistry
1
67.5
4
45.0
67.5
45.0
John Pettigrew
74.2
70.0
74.2
70.0
Julie Southern
78.4
75.0
78.4
75.0
Cathy Turner
2
78.4
69.6
78.4
69.6
Linda Yueh
62.6
60.0
62.6
60.0
1. Sarosh Mistry was appointed to the Board on 1 April 2021.
2. Cathy Turner was appointed as Remuneration Committee Chair on 12 May 2021.
3. David Frear was appointed to the Board on 12 October 2022.
4. Includes travel allowance of £5,000
Directors’ shareholdings and share interests
Directors’ share interests
The interests of the Directors and their connected persons in the share capital of the Company as at 31 December 2022, or their date of cessation if
earlier, and at 31 December 2020, or their date of appointment if later, are set out below. No Director has any beneficial interest in the shares of any
of the Company’s subsidiaries. This table has been audited.
Number of ordinary shares
as at 31 Dec 2022
Number of ordinary shares
as at 31 Dec 2021
Richard Solomons
62,000
62,000
Andy Ransom
1
1,695,225
1,694,097
Stuart Ingall-Tombs
171,350
143,810
David Frear
3
Sarosh Mistry
2
John Pettigrew
55,000
55,000
Julie Southern
9,891
9,891
Cathy Turner
24,736
24,690
Linda Yueh
1,590
1,590
1.
Andy Ransom has an interest in 5,603,905 vested PSP shares from the 2013, 2014, 2015, 2016, 2017, 2018 and 2019 awards, which he has not yet exercised.
These figures are not included in his beneficial interest of shares figure at 31 December 2022 above but are included in the share award table below.
2. Sarosh Mistry was appointed to the Board on 1 April 2021.
3. David Frear was appointed to the Board on 12 October 2022.
There has been no change to the current Directors’ shareholdings between 31 December 2022 and 16 March 2023.
Executive shareholdings
All Executive Directors are required to hold shares equivalent in value to a percentage of their salary within a five-year period from their appointment
date. For the Chief Executive, this requirement is 300% of annual salary and for the Chief Financial Officer, 200% of annual salary.
As of 31 December 2022, the Chief Executive substantially exceeded the minimum shareholding requirement and Stuart Ingall-Tombs was on track
to meet the shareholding requirement within five years.
The table below sets out the number of shares held at 31 December 2022 by each Executive Director. Shares owned outright include those held by
connected persons. This table has been audited.
Shareholding
requirement
as a % of
salary
Number of
shares owned
outright
Value of
shareholding
as at
31 Dec 2022¹
Shares owned
outright as
a % of salary²
Interest in PSP
and DBP that are
available to
exercise as at
31 Dec 2022
Interest in PSP
and DBP awards
subject to holding
period as at
31 Dec 2022
Interest in PSP
awards subject to
performance
conditions as at
31 Dec 2022
Andy Ransom
300%
1,695,225
£8,611,743
955.5%
4,203,459
1,400,446
1,654,524
Stuart Ingall-Tombs
200%
171,350
£870,458
158.3%
70,597
722,464
1. The share price is based on the Company’s share price on 31 December 2022 of 508.0p.
2. Stuart Ingall-Tombs is 28.5 months into his five-year period to meet the shareholding requirement. He is on track to meet the holding requirement ahead of the
five-year requirement.
Rentokil Initial plc
Annual Report 2022
119
Corporate Governance
Financial Statements
Other Information
Strategic Report
Total PSP and DBP awards held by Executive Directors
The table below has been audited.
Date of
award
Share price
used to
determine
award
Scheme
interest at
1 Jan 2022
Shares
awarded
during
2022
Shares
lapsed
during
2022
Dividend
equivalent
shares
at vest
Shares
available
for exercise
during
2022
Dividend
equivalent
shares at
exercise
Shares
exercised
during
2022
Outstanding
awards at
31 Dec 2022
Performance
period end
2013 PSP
1
Andy Ransom
30/04/13
96.0p
513,403
513,403
513,403
29/04/16
Andy Ransom
01/10/13
109.0p
388,853
388,853
388,853
29/04/16
2014 PSP
1
Andy Ransom
31/03/14
123.4p
912,792
912,792
912,792
30/03/17
2015 PSP
1
Andy Ransom
31/03/15
135.5p
883,906
883,906
883,906
30/03/18
2016 PSP
1
Andy Ransom
12/05/16
159.4p
869,324
869,324
869,324
10/03/19
2017 PSP
1
Andy Ransom
31/03/17
246.4p
562,676
562,676
562,676
30/03/20
2018 PSP
Andy Ransom
29/03/18
271.2p
553,300
487,350
487,350
28/03/21
Andy Ransom
14/05/18
271.2p
138,325
121,837
121,837
13/05/21
2019 PSP
2,3,6
Andy Ransom
25/03/19
346.6p
551,987
18,547
14,365
547,805
547,805
24/03/22
Stuart Ingall-Tombs
4
25/03/19
346.6p
60,978
17,538
1,169
44,609
7
44,609
7
24/03/22
2019 DBP
5
Andy Ransom
25/03/19
346.6p
72,505
72,505
72,505
24/03/22
2020 DBP
5
Andy Ransom
24/03/20
358.6p
119,243
119,243
23/03/23
2020 PSP
Andy Ransom
08/09/20
530.2p
412,580
412,580
07/09/23
Stuart Ingall-Tombs
08/09/20
530.2p
188,608
188,608
07/09/23
2021 PSP
Andy Ransom
23/03/21
494.4p
442,455
442,455
23/03/24
Andy Ransom
18/05/21
468.5p
140,074
140,074
18/05/24
Stuart Ingall-Tombs
23/03/21
494.4p
202,265
202,265
23/03/24
2022 PSP
Andy Ransom
04/03/22
497.6p
659,415
659,415
04/03/25
Stuart Ingall-Tombs
04/03/22
497.6p
331,592
331,592
04/03/25
2022 DBP
5
Andy Ransom
22/03/22
507.2p
124,211
124,211
22/03/25
Stuart Ingall-Tombs
22/03/22
507.2p
70,597
70,597
22/03/25
1.
Shares held by Andy Ransom under the 2013, 2014, 2015, 2016, 2017, 2018 and 2019 PSP awards are vested but unexercised and total 5,603.905. Stuart
Ingall-Tombs did not hold any vested, but unexercised options.
2. PSP award are entitled to receive dividend equivalents in the form of shares based on dividend payments between the date of grant and vesting. These are
included in the total shares at vest. The awards granted prior to 2021 are also entitled to receive dividend equivalents in the form of shares post vesting based
on dividend payments between the date of vest and the date one month before exercise. These shares are applied at exercise.
3. The 2019 PSP award partially vested at 96.64%.
4. The 2019 awards for Stuart Ingall-Tombs was made prior to his appointment as an Executive Director. The award was granted as conditional shares that are
automatically exercised on vesting. Part of the 2019 award is subject to the achievement of North America specific targets related to revenue and profit margin
growth and the shares for this element have been pro-rated for his CFO North America role.
5. The 2019, 2020 and 2022 DBP awards are subject to a three-year holding period, but are not subject to any performance or service conditions.
6. The awards granted were in the form of nil-cost options and may be exercised after vesting up to 10 years from the date of grant, with the exception of awards
granted to Stuart Ingall-Tombs in 2019, this award was granted as a conditional award.
7. Stuart Ingall-Tombs 2019 award was a conditional award and was automatically released on vest on 25 March 2022, the shares had nil cost and the market
value was £233,756.
Directors’ Annual Remuneration Report – 2022
continued
120
Rentokil Initial plc
Annual Report 2022
Remuneration in context
Wider workforce policy
During 2022, the Company had approximately 58,600 colleagues
based in 91 countries. We have a broad remuneration policy which
reflects the diversity of cultures, legislative environments, employment
markets and the types and seniority of roles that this geographic spread
requires. We structure our colleague reward to enable us to recruit and
retain the right people, doing the right job for our customers.
Wider workforce engagement
Following changes to the UK Corporate Governance Code (‘Code’) that
seek to broaden the role of the Committee to include oversight of wider
employee remuneration and related policies and to show how the
Committee has engaged with the wider workforce and have continued
to build on practices that were already in place and embedded in the
way they work. This approach has been undertaken because engaging
with the wider workforce and understanding their views was already a
practice that the Board has undertaken for many years prior to the
introduction of these requirements by the Code.
The existing approach was a proven way for colleagues’ views to be
effectively shared with the Remuneration Committee and wider Board.
The management team is trusted to bring key issues about colleagues
to the Committee’s attention and there is a regular flow of information to
the Board. Full details can be found on page 82, but these include the
YVC survey results and action plans, Regional ‘deep dive’ presentations
and Employer of Choice updates, which ensure that the Committee gets
a rounded view from across the Group and gives a much better
representation of our c.58,600 colleagues’ views than, for example,
conducting individual workshops, with a small number of colleagues
That said, in a normal year, the Board takes time to meet colleagues
during site visits, undertake ‘ride-alongs’ with specialists and
technicians and attend management meetings. Examples of activities
that the Chair of the Remuneration Committee has undertaken
presenting at an International Women’s Day event and attending a
Senior Female Leaders Forum in the Pacific, where attendees were able
to ask questions on a range of subjects, including remuneration. She
has also met with members of the senior management team both
formally and informally.
In addition to this, the Committee takes into account the pay of the wider
workforce when making remuneration decisions for the Executive
Directors and the ELT as was the normal practice prior to the change to
the Code. This is done through relevant details about the wider
workforce being disclosed to the Committee to provide context when it
is making pay decisions. For example, when making salary decisions,
the Committee is provided with details of the overall approach for the
Group as well as senior leader and general colleague recommendations
for the specific countries in which the Executive Directors and ELT
reside, meaning, for example, that the approach to pay increases for
frontline technicians and managers in Singapore would be taken into
account when making decisions about the pay for the Regional
Managing Director for Asia & MENAT, who lives and works in Singapore.
The Company is also keen to ensure that our colleagues understand
how their pay links to our Executive Director’s pay and how the
Company has consistency of approach right across the Group. To
achieve this the Company include details of how the plans for Executive
Directors work in the same way for the annual bonus scheme and PSP
when communicating these to colleagues. The grading structure is also
explained to the colleagues from the Chief Executive down with details
of what it means to be at each level.
The Company also believes that colleague retention and workforce
engagement go hand in hand and management is acutely cognisant of
the challenges of attracting and retaining talent at all levels of the
organisation in the face of the toughest talent retention landscape for
decades. The regular updates at the Board on our Employer of Choice
metrics, enables it to see how engagement and retention programmes
are progressing.
Response to cost-of-living challenges
In 2022, the focus shifted from alignment of remuneration for all
colleagues as the Company continued to manage through the
uncertainty caused by the pandemic resulting in full or partial lockdowns
in many of the countries where it operates, to an equally challenging
focus on the impact of the cost-of-living increases globally.
Like all businesses, the Company is not immune to the impact of the
current economic conditions, but unlike some others, our core
businesses are inherently resilient, due to the necessity of the services
that it provides to our customers. Throughout, the Company has
remained committed to paying its colleagues fairly, with particular focus
on the impact that higher inflation has and continues to have on more
junior and frontline colleagues. Initiatives have included:
A
giving a cost-of-living bonus to colleagues that are not eligible for a
performance or other bonus plan;
A
reducing the annual salary review increase for senior leaders and
management teams to enable higher increases for frontline
colleagues. For example, the typical pay increase for frontline
colleagues in the UK was double the typical salary increase for
management and senior leaders in 2022;
A
giving frontline colleagues the opportunity to flex their work hours
and, based on colleague feedback, offering them the opportunity for
them to increase their contractual hours and accordingly their pay;
A
supporting colleagues to help them maximise their incentive opportunity;
A
increasing meal voucher benefits to support colleagues with the
rising costs of food inflation;
A
providing support to colleagues to help them develop their own
strategies to manage the cost of living challenge. For example,
providing access to a range of financial tools and calculators through
our benefit platform in the UK and partnering with HSBC to deliver
financial education webinars.
CEO pay ratio
The CEO pay ratio compares the CEO single figure earnings to the
single figure earnings of UK colleagues. It has been calculated using
method A, where the colleagues at each quartile are identified using
details of their full-time equivalent pay and benefits for the year being
measured. The effective date for the calculation is 31 December of the
reporting year. For example, the 2022 colleague figures represent the
full time equivalent pay and benefits for 2022 for colleagues employed
on 31 December 2022 and is calculated once the actual data is
available, which means that no elements of pay are omitted or
departures required from the methodology. This method was chosen
as it best replicates the Chief Executive’s single figure.
The table below shows the ratios at the 25th percentile, median and
75th percentile for 2018 to 2022 and the corresponding value of pay
and benefits:
Year
Method
25th
percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2022
A
Salary
£21,199
£24,477
£34,124
Total pay and
benefits
£23,808
£29,109
£41,596
Pay ratio
148:1
121:1
85:1
2021
A
Pay ratio
281:1
232:1
172:1
2020
A
Pay ratio
203:1
160:1
111:1
2019
A
Pay ratio
220:1
173:1
119:1
2018
A
Pay ratio
229:1
189:1
145:1
The ratios in 2022 have improved compared to 2021. The key reasons
for this are due to; the CEO’s singles figure being lower due to the
estimated vesting level of the PSP being lower than in 2021 and the
share price used for the valuation being lower than in 2021; and the
employee values being higher, this is partially due to colleagues being
given the opportunity to increase their contractual hours and
accordingly their pay.
This table will continue to be built on over time to cover a rolling 10-year
period and will include reasons for the changes to the ratios from year to
year. However, it is anticipated that variations in the PSP and annual
bonus outcomes will have the biggest impact on the ratios. For PSP, this
is due to vesting levels and the share price changing. For the annual
bonus, although our comparator colleagues are also eligible for a
bonus, the Chief Executive is targeted on Group-level outcomes,
whereas our comparator colleagues are based on their specific remit,
which given the UK makes up only a small percentage of the Group,
means the outcomes may vary from year to year.
The median pay ratio is consistent with the pay, reward and progression
policies for the Company’s UK colleagues taken as a whole.
Rentokil Initial plc
Annual Report 2022
121
Corporate Governance
Financial Statements
Other Information
Strategic Report
The Company has a consistent approach to reward across the Group
and colleagues’ packages are set with reference to the external market.
Gender pay gap
The Company continues to have no material gender pay gap between
men and women, with a median of -5% and a mean -9%, which is
significantly better than the UK average of 14.9% reported by the Office
for National Statistics, and means the median women earns more than
the equivalent man. These are encouraging results overall, and the
Company is steadily increasing the number of women in senior roles. In
addition the Company’s reputation as an Employer of Choice has
continued to grow with a significant number of female external hires.
The Company continues to be focused on making its an even more
diverse and inclusive place to work and continues to see the benefits of
the global DE & I upskilling programme that was rolled out to all middle
and senior management across the world in 2021, covering around
1,000 colleagues and has continued to be rolled out to levels below this
in 2022. The key areas of focus continue to be increasing the number of
female frontline technicians and improving the proportion of females in
senior manager roles in both the head office functions and operations.
Relative importance of spend on pay
The table below sets out amounts paid in total employee costs and
total dividends paid for the years ended 31 December 2022 and
31 December 2021.
2022
£m
2021
£m
%
change
Remuneration paid to all
employees of the Group
1,777
1,405
26.5%
Distributions to shareholders
124
139
(10.8)%
1. Distributions are based on amounts paid in the financial year. If based on the
years to which the dividends relate, the overall distributions would increase
by 18%.
Details of the remuneration paid to all employees can be found in Note
A9 to the Financial Statements on page 161. Details of the dividends
declared and paid during the periods are contained in Note D1 to the
Financial Statements on page 187.
Shareholder engagement
Following 2020 and 2021 where the Remuneration Committee engaged
heavily with our shareholders as part of the Directors’ Remuneration
Policy renewal, there has been a lighter touch approach in 2022 in
response to shareholder feedback. However, the Committee has
continued to engage with leading shareholders and their representative
bodies as required.
Use of discretion
The Remuneration Committee is cognisant of its responsibility to make
informed and thoughtful decisions on remuneration that are both
balanced and in the long-term interests of the business and
shareholders and, where necessary, will apply discretion to
remuneration targets or outcomes that otherwise would be
inappropriate. The application of discretion over the last five years is
detailed on page 110 and has mainly focused on the increase of EPS
targets to take account of material acquisitions and disposals.
UK Corporate Governance Code provisions
During 2022, the Remuneration Committee has addressed the factors
set out in Provision 40 of the UK Corporate Governance Code as set
out below:
A
Clarity
– When considering and structuring any element of
remuneration, the Remuneration Committee aims to be as
straightforward and transparent as possible. It looks to ensure that
the remuneration vehicles it uses are clear and understandable and
the targets, outcomes and any other decisions are communicated in
an open and detailed way. The Remuneration Committee has
endeavoured to ensure that, in approving the Directors’
Remuneration Report, they are providing an extensive and clear
picture of the remuneration arrangements and decisions undertaken
each year. For instance, full details are shared about the Committee’s
assessment of the bonus outcome (see pages 115 and 116).
A
Simplicity
– When determining the structure and mechanisms of
remuneration packages, consideration is given to ensuring that
complexity is avoided and that both our colleagues and our
shareholders are able to easily understand the rationale for and the
operation of any incentive. For instance, we have embedded the
changes approved under the 2021 Policy to simplify the annual bonus
by removing the individual modifier element, which added complexity
and was highlighted by shareholders as not being straightforward to
understand and replacing it with a simple percentage of salary
payable for each personal performance rating.
A
Risk
– The Remuneration Committee has a history of restraint and
closely monitors remuneration structures and outcomes in relation to
the strategy and financial performance in order to ensure that only
appropriate behaviour is incentivised and rewards are not excessive.
The Committee has shown a willingness to apply discretion to adjust
targets upwards where it has felt it is appropriate and outcomes could
otherwise misalign with performance and therefore create a risk to
the business and shareholders (see page 110). Risk is also considered
in the context of the Group’s wider risks (see Risks and Uncertainties
on pages 63 to 69).
A
Predictability
– The Remuneration Committee encourages and
oversees the use and replication of our annual bonus and PSP
schemes globally and deep into the organisation, ensuring colleagues
understand and become familiar with how we recognise and reward
performance, by keeping plan designs and metrics consistent from
year to year, and that as many people as possible share in the success
of the organisation. Remuneration structures, including grading and
reward programmes, are consistently applied and appropriate at each
level of the organisation.
A
Proportionality
– The Remuneration Committee seeks to ensure that
remuneration payouts awarded to the Executive Directors, the ELT
and the wider workforce are consistent with performance outcomes
and with the experience felt by shareholders. The Committee
considers carefully the stretch built into targets and ensures that
outcomes linked to certain levels of performance are stretching, while
achievable, and therefore motivating for colleagues, as well as
satisfying shareholder expectations.
A
Alignment with culture
– The Remuneration Committee strives to
ensure that remuneration arrangements drive both financial and
non-financial performance, as well as behaviours consistent with our
purpose, values and vision. Details of our culture can be found on
pages 50 and 90. Our colleagues are integral to our business model as
set out on pages 18 and 19 and as such the Remuneration Committee
has regard to the balance of fixed and variable pay to ensure the right
level of reward and incentive is available to both recruit and retain the
talent needed to deliver our long-term strategic plan. Relevant ESG
focused measures have also been built into the PSP.
A
Pension
– The Remuneration Committee updated the Directors’
Remuneration Policy in 2019 so that any newly appointed Executive
Director’s pension would be aligned with the UK workforce, currently
3%. All existing Executive Directors pension contributions were frozen
at 1 January 2019 levels and was brought in line with the wider
workforce at the end of 2022.
Chief Executive remuneration over a 10-year period
Chief Executive
Single total
figure
for
remuneration
Annual bonus
payout versus
maximum
opportunity
% long-term
incentive vesting
rates versus
maximum
opportunity
2013 – Alan Brown
1
£994,396
27.0%
0.0%
2013 – Andy Ransom
1
£401,006
28.7%
0.0%
2014 – Andy Ransom
£1,326,045
51.4%
0.0%
2015 – Andy Ransom
£1,655,757
59.1%
15.1%
2016 – Andy Ransom
£5,581,304
72.2%
67.5%
2017 – Andy Ransom
£3,969,607
70.1%
80.3%
2018 – Andy Ransom
£4,962,076
55.8%
91.3%
2019 – Andy Ransom
£4,227,473
93.1%
90.8%
2020 – Andy Ransom
£3,840,871
0%
86.0%
2021 – Andy Ransom
2
£5,544,805
100%
96.6%
2022 – Andy Ransom³
£3,530,595
98.6%
37.3%
1.
Alan Brown was appointed as Chief Executive on 1 April 2008 and stepped down
on 30 September 2013; Andy Ransom was appointed from that date. The single
total figure has been apportioned to reflect payment during these periods.
2. The 2021 single total figure includes the revised value of 547,805 shares
under the 2019 PSP award which vested at 96.64% on 25 March 2022
based on the closing share price on 25 March 2022 of 526.4p.
3. The 2022 single total figure includes the estimated value of 412,580 shares
under the 2020 PSP award which is due to vest on 8 September 2023
based on the average share price over Q4 of 2022 of 522.9p.
Directors’ Annual Remuneration Report – 2022
continued
122
Rentokil Initial plc
Annual Report 2022
Re-election of Directors and service contracts
Details of the Directors service contracts and notice periods can be found on page 215.
Percentage change in remuneration
The table below sets out a comparison of the change in pay versus the previous year for the Chief Executive, Chief Financial Officer, Chairman,
Non-Executive Directors and employees of Rentokil Initial plc for 2020, 2021 and 2022. This table will continue to be built on over time to cover a
rolling five-year period. The percentage changes calculated on the actual remuneration received are distorted due to the remuneration received not
being adjusted for in-year starters and leavers.
The percentage changes calculated on the actual remuneration received are distorted by two factors: firstly, initiatives undertaken in 2020 to help
mitigate the impact of COVID-19, such as pay waivers in Q2 2020 and cancelling the annual bonus scheme have impacted the percentage changes;
and secondly, the actual remuneration received is not adjusted for in-year starters and leavers.
Salary/fees¹
Annual bonus²
Benefits
3,4
Total
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
Andy Ransom
1.5%
33.3%
(14.3%)
(1.3%)
100%
100%
(2.7%)
0.5%
(0.3%)
-0.3%
265.4%
(63.5%)
Stuart Ingall-Tombs
6.0%
175.3%
6.0%
100%
3.8%
(44.8%)
6.0%
556.8%
Richard Solomons
2.2%
9.6%
34.6%
2.2%
9.6%
Sarosh Mistry
5
50.1%
50.1%
John Pettigrew
6.0%
9.6%
9.6%
6.0%
9.6%
(4.6%)
Julie Southern
4.6%
9.6%
(8.8%)
4.6%
9.6%
(8.8%)
Cathy Turner
6
12.7%
89.3%
12.7%
89.3%
Linda Yueh
4.3%
9.6%
(8.8%)
4.3%
9.6%
(8.8)%
David Frear
7
Employees
8
1.5%
4.4%
45.0%
352.1%
(62.8%)
(0.2%)
(4.5%)
1.3%
17.6%
45.9%
(15.2%)
1. Base salary includes overtime and allowances.
2. Annual bonus includes our Group Management Bonus Scheme (GMBS) and any other bonus commission or cash incentive but excludes any long-term incentives.
3. Benefits include private healthcare, car allowance, cars, fully expensed fuel cards and commercial vans (private use).
4. Pension and retirement benefits are not included in accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013.
5. Sarosh Mistry was appointed to the Board on 1 April 2021.
6. Cathy Turner was appointed as Chair of the Remuneration Committee on 12 May 2021.
7. David Frear was appointed to the Board on 12 October 2022.
8. In line with regulations, employees includes those employed by Rentokil Initial plc, excluding Executive Directors and Non-Executive Directors.
TSR performance over a 10-year period relative to FTSE Index
The following graph shows TSR over a 10-year period reflecting the holding of the Company’s shares, plotted against the FTSE 100 Index, the FTSE
250 Index and the FTSE 350 Index, on a consistent basis with the graph shown last year. The Company has been a constituent of one or more of
these indices over the 10-year period that is shown. This chart is based on data sourced from Thomson Reuters DataStream and uses spot Return
Index data at each year end.
Rentokil Initial plc’s TSR compared against the TSR of FTSE 100, FTSE 250 and FTSE 350 indices over a 10-year period
0
£200
£400
£600
£800
£1,000
£1,400
£1,300
£1,500
£1,600
£1,200
£100
£300
£500
£700
£900
£1,
100
Dec
2011
Dec
2012
Dec
2013
Dec
2014
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2022
Dec
2021
FTSE 350
FTSE 100
Rentokil Initial
FTSE 250
Rentokil Initial plc
Annual Report 2022
123
Corporate Governance
Financial Statements
Other Information
Strategic Report
Executive Director base salaries from 1 January 2023
Executive Director and ELT salaries are typically reviewed with effect
from 1 July each year in accordance with the prevailing Policy.
When reviewing salary levels, the Remuneration Committee takes into
account a number of internal and external factors, including Company
performance during the year, external market data and the salary review
principles applied to the rest of the organisation to ensure a consistent
approach. Salary increases are expected to be around 3% in line with
the lower increases that are anticipated to be applied to management.
We are not aligning the Executive Director increases with the wider
workforce in 2023 as we intend these to be higher as we normally
focus more of our pay review budget at our frontline and this budget
is currently forecast to deliver typical increases of almost double those
of management.
Salary from 1 January 2023
Executive Director
Salary
£’000
% increase
Effective date
Andy Ransom –
Chief Executive
901.3
928.3
1
0%
3%
1
1 January 2023
1 July 2023
Stuart Ingall-Tombs
– Chief Financial Officer
550.0
566.5
1
0%
3%
1
1 January 2023
1 July 2023
1. This is based on the estimated increase to be applied from 1 July 2023.
Fixed pay for 2023 will be:
Estimated
base salary
£’000
Estimated
benefits
£’000
Estimated
pension
£’000
Total
fixed pay
£’000
Andy Ransom
Chief Executive
914.8
1
19.3
27.4
961.5
Stuart Ingall-Tombs
Chief Financial Officer
558.3
1
16.8
14.5
589.5
1. This is based on the estimated increase to be applied from 1 July 2023.
2023 Non-Executive Director fees
Non-Executive Director fees from 1 January 2023
Position
Fee policy for year beginning
1 January 2023
Chairman
£425,000 per annum
Non-Executive Director
£75,000 per annum
Senior Independent Director
Additional £20,000 per annum
Chair of Audit Committee
Additional £20,000 per annum
Chair of Remuneration Committee
Additional £20,000 per annum
Intercontinental travel allowance
Additional £5,000 per trip
2023 annual bonus structure
The focus of the bonus is on rewarding sustainable profitable growth
and delivery of Free Cash Flow in order to align Executive Directors’
incentives with the Group’s strategy.
Executive Directors have the following bonus opportunity as a
percentage of base salary.
Threshold
Target
Maximum
Company performance
15%
75%
150%
Personal performance
0%
15%
30%
Total
15%
90%
180%
The Remuneration Committee has approved the following proposed
structure for 2023.
Company performance
A
Gateways:
95% of the Profit target and a Free Cash Flow gateway
have to be reached at Group level before the financial performance
element of the bonus can be paid.
A
Financial performance:
If both these profit and cash flow gateways
are achieved, then Executive Directors can earn up to 150% of salary
based on targets equally split 50% revenue and 50% profit.
Personal performance
The Executive Directors can earn up to 30% of base salary based on
their personal performance against objectives measured through the
Company’s performance and development review process. 40% of any
bonus earned will be deferred into shares for three years.
Bonus targets have not been disclosed looking forward for 2023 as the
Board believes that this information is commercially sensitive. Disclosing
bonus targets could provide information about our business plans to our
competitors which could be damaging to our business interests and
therefore to shareholders. However, retrospective bonus targets for
2023 will be disclosed in next year’s Annual Report.
How will incentives be aligned with the business strategy in 2023?
The table below shows how key elements of the business strategy are
reflected in the Executive Directors’ remuneration in 2023.
Strategic priorities
Link to remuneration
Employer of Choice/
colleague retention
Through personal goals in the annual bonus
and the Sales & Service colleague retention
performance condition in the PSP.
Driving Organic
Revenue Growth in
Pest Control
Revenue targets in the annual bonus and
Organic Revenue Growth targets in the PSP.
Building our Hygiene &
Wellbeing business
Revenue, profit targets and personal goals in
the annual bonus. Organic Revenue Growth
targets in the PSP.
M&A execution
M&A is enabled through delivery of Free
Cash Flow in the annual bonus and Free
Cash Flow Conversion in the PSP and its
execution is measured through personal
goals in the annual bonus.
Creating value through
product and service
innovations and digital
applications
Through personal goals in the annual bonus
and through the customer satisfaction
measure in the PSP.
Managing a
responsible business
ESG is measured through goals in the annual
bonus and through the performance conditions,
vehicle fuel efficiency, customer satisfaction and
Sales & Service colleague retention in the PSP.
In-flight PSP target review
In line with the Remuneration Committee’s usual practice for large
acquisitions, they reviewed the in-flight PSP targets to take into
consideration the addition of Terminix. The focus of the review was to
ensure that the targets remained as originally intended and had not
inadvertently become easier or harder as a result of the acquisition.
This resulted in the following changes:
Organic Revenue Growth
– the targets have been increased to reflect
the inclusion of Terminix in the forecasts.
2021-2024 PSP
2022-2025 PSP
Original
Revised
Original
Revised
Threshold
2.25%
3.0%
3.5%
4.5%
Target
2.50%
3.5%
4.0%
5.0%
Maximum
2.75%
4.0%
5.0%
5.5%
Adjusted Free Cash Flow Conversion
– the inclusion of Terminix has
a negative impact on Adjusted Free Cash Flow Conversion, so these
targets have been revised down, inline with the revised guidance and
plans are in place to return Adjusted Free Cash Flow Conversion to our
usual levels over the course of the next few years.
2021-2024 PSP
2022-2025 PSP
Original
Revised
Original
Revised
Threshold
80%
70%
80%
70%
Target
85%
80%
85%
80%
Maximum
90%
90%
90%
90%
Vehicle fuel efficiency
– Terminix operates in a similar way to Rentokil
North America, so the inclusion of Terminix in the results is not expected
to have a significant impact, therefore no adjustments have been made
to the targets for this metric.
2021-2024 PSP
2022-2025 PSP
Original
Revised
Original
Revised
Threshold
4.0%
no
change
4.0%
no
change
Target
6.0%
6.0%
Maximum
8.0%
8.0%
Directors’ Annual Remuneration Report – Looking forward 2023
124
Rentokil Initial plc
Annual Report 2022
Sales & Service colleague retention and customer satisfaction
– the targets for these metrics have also been reviewed, but in line with our usual
practice, the targets for these measures are not disclosed as we believe that they are commercially sensitive. We will disclose both the original and
the revised target when each award vests.
2023 PSP award
Under the Policy, the PSP award is up to a maximum of 375% of base salary for the Chief Executive and 300% of base salary for the Chief Financial
Officer. Andy Ransom, Chief Executive, will receive an award of 375% of salary and Stuart Ingall-Tombs, Chief Financial Officer, an award of 300%
of salary in line with the Policy.
Shares under the awards will be released no earlier than five years after grant (i.e. following a three-year vesting period and a two-year holding
period). Vesting of this award will be determined by the Company’s performance as follows and performance between targets will be calculated
on a straight-line basis:
Performance measures 2022–2025
Weighting
Threshold: 20% vesting
Target: 50% vesting
Maximum: 100% vesting
Relative TSR¹
50%
TSR performance is median
against comparator group
Straight-line vesting
between threshold and
maximum
Upper quartile TSR
performance against
comparator group
Organic Revenue Growth
15%
4.5% per annum
5.5% per annum
6.5% per annum
Adjusted Free Cash Flow Conversion
15%
70%
80%
90%
Strategic measures²
20%
(split
equally)
– Sales and Service colleague retention
Targets for these measures have not been disclosed as the Board believes that these
measures are commercially sensitive. They will be disclosed on vesting. They will be
based on straight-line vesting between threshold and target and between target and
maximum performance, which will be reported at vesting.
– Customer satisfaction
– Vehicle fuel intensity reduction
4.0%
6.0%
8.0%
1.
The TSR index of comparators for this cycle will be the constituents of the FTSE 350 Index, excluding financial services, property and primary resources sectors.
2. The strategic measures will be measured over the three-year performance period. Colleague retention will be measured on average overall Sales and Service
colleague retention; customer satisfaction will be measured using average CVC scores (using both CATI and digital sources); and vehicle fuel efficiency will be
measured against an average reduction across our key countries.
The Remuneration Committee is satisfied that these targets represent a suitably stretching range in light of all relevant factors, including the current
business plan and analysts’ forecasts.
When determining the level of vesting, the Remuneration Committee will also consider the underlying financial performance of the business, as well
as the value added to shareholders during the performance periods, and may adjust the vesting outcome if it considers this to be appropriate.
The charts opposite provide an illustration of what could be
received by each of the Executive Directors in 2023, including
how a 50% increase in the share price could impact what they
receive.
These charts are illustrative, as the actual value that will be
received will depend on business performance in 2023 for the
bonus and in the three-year period to 2026 for the PSP, as well as
share price performance to the date of exercise for awards made
under the DBP and the PSP.
Our remuneration arrangements are designed so that a significant
proportion of pay is dependent on the delivery of short and
long-term goals that are aligned with our strategic objectives and
the creation of shareholder value.
Key
Fixed pay
Includes all elements of fixed remuneration:
– base salary; and
– pension and benefits.
Annual bonus including Deferred Bonus Plan (DBP)
Represents the potential value of the annual bonus for 2023, as shown
on page124. 40% of any bonus would be deferred into shares for three
years and this is included in the value shown.
Performance Share Plan (PSP)
Represents the potential value of the PSP to be awarded in 2023 (375%
of salary for the CEO and 300% of salary for the CFO), which would vest
in 2026 subject to performance against the targets disclosed on page
125. Awards would be held for a further two years.
50% share price growth
Represents the potential impact of a 50% share price increase.
This has been applied to the PSP.
Chief Executive – Andy Ransom
Fixed
£961,523
Threshold
£2,114,673
Target
£4,331,748
Maximum
£7,701,972
45%
32%
22%
19%
39%
20%
12%
22%
22%
44%
100%
7%
16%
£0m
£1.0m
£2.0m
£3.0m
£4.0m
£5.0m
£6.0m
£7.0m
£8.0m
Chief Financial Officer – Stuart Ingall-Tombs
Fixed
£589,511
Threshold
£1,688,392
Target
£3,634,126
Maximum
£6,678,742
35%
40%
16%
14% 47%
23%
9%
15%
26%
50%
100%
5%
20%
£0m
£1.0m
£2.0m
£3.0m
£4.0m
£5.0m
£6.0m
£7.0m
£8.0m
Illustration of proposed Directors’ Remuneration Policy for 2023
Rentokil Initial plc
Annual Report 2022
125
Corporate Governance
Financial Statements
Other Information
Strategic Report
Summary of the 2021 Directors’ Remuneration Policy
Base salary
Purpose/
link to
strategy
To attract and retain executives of the calibre required to implement our strategy.
Operation
Base salaries are payable in cash and are normally reviewed annually. Base salaries are set taking into account:
A
scope and responsibilities of the role;
A
external economic environment;
A
individual skills and experience;
A
contribution to overall business performance;
A
pay conditions for other colleagues based in the UK and other regions which are considered by the Remuneration Committee to
be relevant for that executive; and
A
comparable salaries in a cross-section of companies of a similar size and complexity at the time of review – which will be taken
into consideration, but not be the key determiner of salary levels.
Levels of
payout
Base salaries are set at an appropriate level taking into account the factors described under ‘Operation’ above and salary
increases are considered in this context.
While there is no maximum salary level, the Remuneration Committee would normally expect percentage pay increases for the
Executive Directors to be broadly in line with the wider workforce in relevant regions. However, higher increases may be awarded
in certain circumstances, where the Remuneration Committee considers this appropriate, such as:
A
where a new Executive Director has been appointed to the Board at a lower than typical market salary to allow for growth in the
role, then larger increases may be awarded in following years to move salary positioning closer to typical market levels as the
executive grows in experience, subject to performance;
A
where the Executive Director has been promoted or has had a change in responsibilities, salary increases in excess of the above
level may be awarded; or
A
a substantial change in the Company’s size or market capitalisation leading to the positioning of an Executive Director’s salary
falling behind market practice.
In exceptional circumstances, where a Non-Executive Director temporarily takes up an executive position, salary increases for the
Non-Executive Director may be awarded as appropriate.
Performance
measures
and period
The payment of salary is not dependent on achieving performance targets although individual performance is taken into account
when setting salary levels and determining any salary increases.
Pension
Purpose/
link to
strategy
To facilitate Executive Directors’ planning for retirement.
Operation
Executive Director pension arrangements are by way of a defined contribution arrangement or through a cash alternative of a
similar value or a combination of the two.
Levels of
payout
For the current Chief Financial Officer and any future Executive Director hires the maximum contribution will be in line with the
wider workforce in the UK, which is currently 3% of base salary although this rate may change from time to time.
The maximum contribution for the Chief Executive was frozen at the cash amount paid in 2019, when the Policy in force at the time
was 25% of salary and was equivalent to 21.5% of base salary in 2022. This cash amount was reduced to be in line with the
maximum contribution for the wider workforce in the UK at the end of 2022.
Performance
measures
and period
Not applicable.
Benefits
Purpose/
link to
strategy
To provide market-competitive benefits that support the executive to undertake their role.
Operation
The Company pays the cost of providing the benefits on a monthly, annual or one-off basis. Benefits are determined taking into
account market practice, the level and type of benefits provided throughout the Group and individual circumstances. All benefits
are non-pensionable. The main benefits for Executive Directors are:
A
life assurance;
A
car or car allowance;
A
family healthcare;
A
permanent health insurance; and
A
relocation benefits – in the event that an executive were required to relocate to undertake their role, the Remuneration
Committee may provide an additional appropriate level of benefits to reflect the relevant circumstances. Such benefits may be
one-off or ongoing in nature.
Should an Executive Director be appointed in a country other than the UK, benefits appropriate to that market would be
considered. The Remuneration Committee retains the discretion to change the benefits provided (including offering additional
benefits) in line with market practice and may include offering participation in any future all employee share plan.
Levels of
payout
Levels of benefits are set in line with market practice. The level of benefits provided varies year on year depending on the cost of
the provision of benefits to the Company and therefore it is not meaningful to identify a maximum level of benefits.
Performance
measures
and period
Not applicable.
126
Rentokil Initial plc
Annual Report 2022
Annual bonus
Purpose/
link to
strategy
To recognise and reward for stretching business performance against annual financial targets and/or personal objectives that contribute
to Company performance.
To attract and retain executives of the calibre required to implement our strategy and drive business performance.
The deferral of an element of the annual bonus into shares provides alignment with shareholders’ long-term interests following the
successful delivery of short-term targets and supports the balance of achievement of short-term and long-term business performance.
Operation
The annual bonus is paid each year after the Remuneration Committee has reviewed performance against targets, which are set around the
beginning of each year for each Executive Director, taking into consideration the underlying performance of the business.
Normally no more than 60% of any bonus is generally paid in cash with the balance deferred in shares under the Deferred Bonus Plan (DBP).
Deferred shares typically vest after a period of three years with no further performance conditions.
Shares awarded under the DBP are typically awarded as nil-cost options and have an exercise period that extends from the date of vesting
to the tenth anniversary of the award being made although awards may be structured in other ways. If nil-cost options remain exercisable at
the tenth anniversary of grant then they will be exercised automatically on a participant’s behalf.
The Remuneration Committee retains the right to exercise discretion to ensure that the level of bonus payable is appropriate and a fair
reflection of the Company’s performance.
Malus and clawback rules apply to both the cash bonus payments and DBP awards (see Malus and Clawback section for details).
Deferred shares may be adjusted in accordance with the rules in the event of a variation of the Company’s share capital, demerger, special
dividend or similar event that materially affects the price of shares.
Levels of
payout
Bonus payouts start to accrue at a level of up to 20% of base salary for meeting threshold levels of performance and a maximum
opportunity of 180% of base salary, with an on-target bonus opportunity of no more than 50% of the maximum opportunity. Payouts
for performance levels in between these levels will typically be paid on a straight-line basis.
Dividend equivalents accrue between grant date and vesting date on shares that vest under the DBP and are normally settled in
the form of additional shares.
Performance
measures
and period
The annual bonus is normally based on the achievement of financial targets and/or personal objectives, although the Committee
may include other strategic priorities. Performance is typically tested over a one-year performance period.
The Remuneration Committee reserves the right to set appropriate measures that ensure alignment with business strategy and
shareholder interest, subject to the financial measures accounting for at least 75% of the total.
Financial measures may be linked to Group performance or the Executive’s specific area of responsibility, if appropriate.
Performance Share Plan (PSP)
Purpose/
link to
strategy
To motivate and incentivise delivery of stretching business performance over the long term and to create alignment with growth in value
for shareholders.
To act as a retention tool for Executive Directors.
Operation
The PSP operates under the rules approved by shareholders in 2016 (and as amended).
An award of shares is granted on an annual basis with a face value in line with the multiple of base salary approved by the Remuneration
Committee, with vesting subject to the achievement of performance conditions.
Shares awarded under the PSP are typically awarded as nil-cost options (although may be structured in other ways) and have an exercise
period that extends from the date of vesting to the tenth anniversary of the award being made. If nil-cost options remain exercisable at
the tenth anniversary of grant then they will be exercised automatically on a participant’s behalf.
Award levels and performance conditions are set to support the business’ long-term goals and seek to reflect market practice and
shareholder guidance.
Awards are subject to a two-year holding period post vesting. Directors may sell sufficient shares to pay taxes due related to the award, if
required, during this period.
Malus and clawback rules apply to shares awarded under the PSP (see Malus and Clawback section for details).
Awards may be adjusted in accordance with the rules in the event of a variation of the Company’s share capital, demerger, special
dividend or similar event that materially affects the price of shares.
Levels of
payout
The maximum regular annual award will be 375% of base salary for the Chief Executive and 300% of base salary for the Chief Financial
Officer and any other Executive Directors.
No more than 20% of the award shall vest for meeting threshold levels of performance and 100% of the award shall vest if maximum
performance is achieved. Performance between these points will typically be measured on a straight-line basis.
Dividend equivalents may accrue between grant date and vesting date or to the end of the holding period on shares that vest under the
PSP and are normally settled in the form of additional shares.
Performance
measures
and period
Awards are subject to the achievement of financial and ESG/strategic measures, with specific measures and weightings set by the
Remuneration Committee each year to ensure alignment with the business strategy at the time of grant. However, a minimum weighting
of 75% should relate to financial (including TSR) measures. Potential measures include:
A
relative TSR performance;
A
Organic Revenue Growth;
A
Free Cash Flow Conversion; and
A
Strategic/ESG measures (colleague retention, customer satisfaction and vehicle fuel intensity).
If events happen which cause the Remuneration Committee to consider that a performance condition would not, without alteration,
achieve its original purpose, it may amend that performance condition provided that the amended performance condition is materially no
less challenging than it would have been had the event not occurred.
The Remuneration Committee retains the right to exercise discretion to ensure that the formulaic vesting outcome is appropriate and a
fair reflection of the Company’s performance.
Rentokil Initial plc
Annual Report 2022
127
Corporate Governance
Financial Statements
Other Information
Strategic Report
Shareholding guidelines
Purpose/
link
to strategy
Encourages greater levels of shareholding and aligns Executive Directors’ interests with those of shareholders.
Operation
Executive Directors are expected to achieve and maintain a holding of the Company’s shares.
A further post-cessation shareholding requirement will normally apply to Executive Directors (see Termination section for details).
For two years following cessation of employment, Executive Directors will be required to hold shares to the value of the
shareholding guideline that applied at the cessation of their employment unless the Remuneration Committee exceptionally
determines otherwise; or, in cases where the individual has not had sufficient time to build up shares to meet their guideline, the
actual level of shareholding at cessation.
Levels of
holding
Chief Executive: 300% of salary, Chief Financial Officer and other Executive Directors: 200% of salary. To be achieved within five
years of appointment or other significant event.
Performance
measures
and period
Not applicable.
Measures and targets
All the performance measures selected, both in the financial and ESG/
strategic categories, support the delivery of short and long-term
financial performance of the business and shareholder value creation.
Targets are set each year based on stretching internal budgets and
achieving or exceeding these targets will both return value to
shareholders and reward the executive team for delivery.
The annual bonus measures are reviewed annually to focus on delivery
of key financial targets and strategic goals for the forthcoming year, as
well as key strategic or operational goals relevant to the individual. Over
the long term, PSP performance measures are focused on generating
returns to shareholders through the relative TSR measure and other
measures focus on improving business performance.
Malus and clawback
Malus and clawback rules apply to the Executive Directors’ incentive
arrangements. Under these provisions, the Remuneration Committee at
their discretion may reduce bonus payments in respect of the current
year or future years and have the ability to scale back awards that have
not yet vested under the Company’s PSP or DBP (potentially to nil) in the
event of:
A
a material misstatement of the Company’s audited results for the
current year or prior years;
A
actions which result in serious reputational damage or corporate
failure affecting any part of the Group, which can be reasonably
attributed to be the result of an individual’s serious misconduct;
A
the discovery that an assessment of performance connected to the
award (including relating to the original bonus amount for the DBP)
was based on misleading or inaccurate information;
A
there has been fraud or gross misconduct, or circumstances which, in
the opinion of the Remuneration Committee, would entitle the
Company or any other member of the Group to summarily dismiss the
individual; or
A
in other circumstances where the Remuneration Committee, in its
discretion, considers that this treatment is appropriate.
For bonus, a clawback provision exists to give the Remuneration
Committee, in the same circumstances to malus, the ability to recover
sums already paid for up to two years after bonus determination.
For PSP, a clawback provision exists to give the Remuneration
Committee, in the same circumstances as malus, the ability to recover
sums already paid for up to five years from the grant date.
Use of discretion
The Remuneration Committee is cognisant of its responsibility to make
informed and thoughtful decisions on remuneration that are both
balanced and in the long-term interests of the business and
shareholders and, where necessary, will apply discretion to
remuneration targets or outcomes that would otherwise be
inappropriate.
In addition, the Remuneration Committee also retains the right to apply
discretion in the operation and administration of the incentive plans.
This includes, but is not limited to, the following areas: setting
appropriate performance conditions, weightings and targets from year
to year for the PSP and annual bonus; the timing of PSP and DBP grants;
the timing of annual bonus payments; the size of PSP awards granted;
and determining the treatment of leavers.
Any discretion applied will be in accordance with the respective plan
rules (or relevant documentation) and within the limits of the Policy.
Recruitment
Executive Directors
The Remuneration Committee’s key principle when determining
appropriate remuneration arrangements for a new Executive Director
(whether appointed from within the organisation or externally) is to
ensure that arrangements are in the best interests of both the Company
and its shareholders, without paying more than is considered necessary
by the Remuneration Committee to recruit an executive of the required
calibre to develop and deliver the business strategy. When determining
appropriate remuneration arrangements, the Remuneration Committee
will take into account all relevant factors. These factors may include
(among others):
A
the level and type of remuneration opportunity being forfeited;
A
the jurisdiction the candidate was recruited from and whether any
relocation is required;
A
the skills, experience and calibre of the individual;
A
the circumstances of the individual; and
A
the current external market and salary practice including market
practice on additional benefits.
The Remuneration Committee would comply with the terms of the
Remuneration Policy outlined in the table on pages 126 and 127.
In addition, if necessary, it may make awards on appointing an Executive
Director to ‘buy out’ remuneration terms forfeited on leaving a previous
employer. In doing so, the Remuneration Committee will take account of
relevant factors including any performance conditions attached to these
awards, the form in which they were granted (e.g. cash or shares) and
the time over which they would have vested. Generally, buy-out awards
will be made on a comparable basis to those forfeited but, in any event,
will reflect those terms in some way (e.g. through a more substantial
discount to the amount).
In the event of recruitment, the Remuneration Committee may grant
awards to a new Executive Director under Listing Rule 9.4.2R, which
allows for the granting of awards, to facilitate, in unusual circumstances,
the recruitment of an Executive Director, without seeking prior
shareholder approval or under other appropriate Company share plans.
The use of Listing Rule 9.4.2R will be limited to granting buy-out awards
only.
In the event that an internal candidate was promoted to the Board,
legacy terms and conditions may be honoured, including any
outstanding incentive awards and the exercise of any discretion in
connection with such payments. Similarly, if an Executive Director is
appointed following the Company’s acquisition of or merger with
another company, legacy terms and conditions would be honoured;
however, steps would be taken to align with the Policy over time.
In the event of the appointment of a new Chair of the Board or
Non-Executive Director, remuneration arrangements will normally
reflect the Policy.
Summary of the 2021 Directors’ Remuneration Policy
continued
128
Rentokil Initial plc
Annual Report 2022
The Remuneration Committee’s intention is that timely disclosure of the
remuneration structure of any new Executive Director or Chair of the
Board will be made by the Company wherever practical.
Directors’ service agreements – Executive Directors
Executive Directors are employed on permanent contracts which are
terminable on 12 months’ notice by either party. A description of the
payment in lieu of notice provisions can be found below. The Company’s
policy in respect of the notice periods for the termination of Executive
Directors’ contracts conforms to the UK Corporate Governance Code.
The remuneration and contractual arrangements for the Executive
Directors and senior management do not contain any matters that are
required to be disclosed under the Takeover Directive. The contracts of
service for Executive Directors are available for inspection by
shareholders at the Company’s registered office.
Termination
When an Executive Director leaves the business on the basis of mutual
agreement, the Remuneration Committee will determine an appropriate
payment taking into account the circumstances of leaving but any
payment will be no more generous than that for leavers by reason of
disability, ill health, retirement, redundancy, death or sale of an
individual employing business. There are no provisions for notice
periods or compensation in the event of the termination of the
appointment of a Non-Executive Director. The Chair of the Board has
a notice period of six months.
Base pay and benefits
Executive Directors are entitled to a payment in lieu of notice equal to
base pay and the value of benefits only for the duration of the remaining
notice period, subject to mitigation. The Company has the ability to
terminate Executive Directors’ employment, in the event of a prolonged
mental or physical incapacity to carry out his/her Company duties and
without notice (summary dismissal), in the event of gross misconduct or
being disqualified to act as a Director. Appropriate medical benefits may
still be provided in the case of prolonged mental or physical incapacity.
Other
Executive Directors may be entitled to other payments including, but not
limited to, costs of appropriate repatriation/relocation, outplacement,
settlement agreement, non-compete agreement, legal and/or tax and
other relevant professional costs. The Remuneration Committee would
look to ensure that the level of these costs/benefits was reasonable and
in the best interests of shareholders.
Bonus including Deferred Bonus Plan (DBP) Cash bonus
In the event of retirement, death, disability, redundancy, change of
control, sale of the employing company or any other circumstance at the
discretion of the Remuneration Committee, Executive Directors may
receive a bonus payment for the year in which they cease employment.
This payment will normally be pro-rated for time and performance;
however, the Remuneration Committee retains the discretion to review
overall business and individual performance and determine that a
different level of bonus payment is appropriate.
Otherwise, generally, Executive Directors must be employed at the
date of payment to receive a bonus. In certain circumstances, the
Remuneration Committee may determine that a bonus payment may be
due to reflect performance and contribution to the point of cessation.
DBP – leaving before date of vest
Deferred bonus shares will normally vest in full following completion of
the three-year vesting period, unless the Committee determines in its
absolute discretion that vesting will be accelerated. Participants will
have six months from the date of vest to exercise.
The vesting of awards will be accelerated in the event of death and
there will be a period of 12 months from death to exercise (or up to
24 months if the Remuneration Committee so determines).
DBP – leaving after date of vest
The Executive Director will normally have six months in which to
exercise their awards from the date of leaving (12 months for death (or
up to 24 months if the Remuneration Committee so determines)).
Performance Share Plan (PSP)
Leaving before the end of the performance period
In the event of ill health, disability, death, retirement, redundancy,
change of control, sale of the employing company or any other
circumstance at the discretion of the Remuneration Committee, awards
will vest on the original vesting date on a time-apportioned basis (unless
the Remuneration Committee determines otherwise). Performance will
be measured at the end of the original performance period. Participants
will have six months from the end of the holding period to exercise.
At the Remuneration Committee’s discretion in the event of ill health,
disability or death (or in the event of any other exceptional circumstance
if it determines), awards can vest early on a time-apportioned basis.
In this circumstance, performance will be measured to the early
vesting date.
Participants will have six months from leaving to exercise (12 months
for death (or up to 24 months if the Remuneration Committee so
determines)).
If participants leave for any other reason before the end of the
performance period, their award will lapse on termination.
Leaving after the end of the performance period
Any awards in the two-year holding period will be available to exercise
following completion of the two-year holding period. Participants will
have six months from the latest of the end of the holding period or the
leaving date to exercise (12 months for death (or up to 24 months if the
Remuneration Committee so determines)).
Post-cessation shareholding requirement
For two years following the cessation of employment, Executive
Directors will normally be required to hold shares to the value of the
shareholding guideline that applied at the cessation of their
employment; or, in cases where the individual has not had sufficient
time to build up shares to meet their guideline, the actual level of
shareholding at cessation.
The post-cessation shareholding requirement is to be satisfied from
shares vesting under the DBP and PSP from grants from 2021 onwards.
On exercise sufficient shares may be sold to cover taxes due, but until
the shareholding requirement is met the remaining shares will be held
by the Company in nominee/escrow for the benefit of the Director.
If the Executive Director has met the shareholding requirement through
other means, with the exception of shares bought with their own funds,
and the above approach results in a shortfall at the date of leaving, the
Executive Director will be required to transfer the appropriate number
of shares into the nominee/escrow in order to meet the requirement.
In the event of ill health, disability or death (or in the event of any other
exceptional circumstance that the Remuneration Committee
determines), the post-cessation shareholding requirement will not apply.
Other information
Change of control
If the Company is taken over or wound up, PSP awards may vest by
reference to the extent to which the performance conditions are met
and on a time pro-rated basis (calculated on a monthly basis) unless, in
the case of pro-rating, the Remuneration Committee decide otherwise.
Outstanding PSP awards may be vested automatically on a change of
control on the participants’ behalf. Typically salaries and bonuses will be
paid to the date of change of control.
DBP awards shall vest in full. If participants are offered, and consent to,
an equivalent award in the new company they will not vest and instead
will be exchanged for a new award. Participants have one month from
the change of control date to exercise their award; any options that are
not exercised at the end of that period will be automatically exercised.
Read the 2021 Directors’ Remuneration Policy at
rentokil-initial.com/investors/governance
Rentokil Initial plc
Annual Report 2022
129
Corporate Governance
Financial Statements
Other Information
Strategic Report
Independent Auditors’ Report
to the members of Rentokil Initial plc
130
Rentokil Initial plc
Annual Report 2022
Report on the audit of the financial statements
Opinion
In our opinion:
A
Rentokil Initial plc’s Group financial statements and Parent Company
financial statements (the “financial statements”) give a true and fair
view of the state of the Group’s and of the Parent Company’s affairs
as at 31 December 2022 and of the Group’s profit and the Group’s
cash flows for the year then ended;
A
the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting standards as
applied in accordance with the provisions of the Companies Act
2006;
A
the Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
including FRS 101 “Reduced Disclosure Framework”, and applicable
law); and
A
the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual
Report, which comprise: the Consolidated and Parent Company Balance
Sheets as at 31 December 2022; the Consolidated Statement of Profit or
Loss and Other Comprehensive Income, the Consolidated and Parent
Company Statements of Changes in Equity and the Consolidated Cash
Flow Statement for the year then ended; and the Notes to the Group
and Parent Company financial statements, which include a description
of the significant accounting policies and the Related Undertakings.
The Financial Review and management’s discussion and analysis of
financial condition and results of operations, included within the
financial statements, are considered other information and are not
covered by our opinion except as described in the reporting on other
information section of this report.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to IFRSs as issued by the IASB
As explained in note General accounting policies to the financial
statements, the Group, in addition to applying UK-adopted international
accounting standards, has also applied international financial reporting
standards (IFRSs) as issued by the International Accounting Standards
Board (IASB).
In our opinion, the Group financial statements have been properly
prepared in accordance with IFRSs as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under
ISAs (UK) are further described in the Auditors’ responsibilities for the
audit of the financial statements section of our report. We believe that
the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial statements
in the UK, which includes the FRC’s Ethical Standard, as applicable to
listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit
services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in Note A8, we have provided no non-audit
services to the Parent Company or its controlled undertakings in the
period under audit.
Our audit approach
Overview
Audit scope
A
We performed full scope audits at seven components across North
America, Europe (including LATAM), the UK & Sub-Saharan Africa
and Pacific as well as a full scope audit at one corporate component.
We performed specific audit procedures at one component in North
America.
A
The territories where we conducted audit procedures, together with
work performed at corporate functions and at the Group level,
accounted for approximately: 75% of the Group’s revenue and 74% of
the Group’s Adjusted Profit before Tax. The full scope components in
the US and France comprise sub consolidations; in calculating these
coverage levels we have taken 100% coverage from the full scope
audits performed in these locations.
A
Certain Parent Company account balances were included in scope
for the audit of the consolidated financial statements. However, we
determined that the Parent Company did not require a full scope audit
of its complete financial information for the purposes of the audit of
the consolidated financial statements.
Key audit matters
A
Carrying value of goodwill (Group)
A
Valuation of customer list and indefinite-lived brand intangible assets
acquired as part of the Terminix acquisition (Group)
A
Valuation of termite damage claims provision (Group)
A
Carrying value of investments (Parent Company)
Materiality
A
Overall Group materiality: £26.0m (2021: £21.0m) based on 5% of the
Group’s Adjusted Profit before Tax.
A
Overall Parent Company materiality: £80.8m (2021: £32.0m) based
on 1% of total assets.
A
Performance materiality: £19.5m (2021: £15.8m) (Group) and £60.6m
(2021: £24.0m) (Parent Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed
the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional
judgement, were of most significance in the audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud)
identified by the auditors, including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team. These matters, and
any comments we make on the results of our procedures thereon, were
addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Valuation of customer list and indefinite-lived brand intangible assets
acquired as part of the Terminix acquisition (Group), valuation of termite
damage claims provision (Group) and carrying value of investments
(Parent Company) are new key audit matters this year. Acquisition
accounting (Group) and disclosure of pension liabilities (Group and
Parent Company), which were key audit matters last year, are no longer
included because of:
A
a reassessment of the risk associated with acquisition accounting
(excluding Terminix) in 2022 principally driven by a reduction in spend
on acquisitions in the year (excluding Terminix) and given no material
issues were identified through our 2021 audit procedures; and
A
the completion of the buy-out of the largest defined benefit section
of the UK Rentokil Initial 2015 Pension Scheme (RIPS) in 2022 as
described in Note A10 which removed £1,159m of the scheme’s assets
and liabilities from the Consolidated and Parent Company Balance
Sheets.
Otherwise, the key audit matters below are consistent with last year.
Rentokil Initial plc
Annual Report 2022
131
Corporate Governance
Financial Statements
Other Information
Strategic Report
Key audit matter
How our audit addressed the key audit matter
Carrying value of goodwill (Group)
Refer to the Audit Committee Report and Note B2 in the financial
statements.
The Group recorded £5,116m of goodwill at 31 December 2022 (2021:
£1,844m). The increase in 2022 is primarily due to the acquisition of
Terminix.
As required by IAS 36, management has performed its annual goodwill
impairment assessment on the Group’s cash generating units (CGUs).
Goodwill is impaired when its carrying amount exceeds its recoverable
amount. The recoverable amount of a CGU is determined based on the
higher of its value-in-use and fair value less costs of disposal.
The carrying value of goodwill is dependent on estimates of future
cash flows of the underlying CGUs which inherently involves significant
management estimation and there is a risk that if management does
not achieve these cash flow estimates it could give rise to impairment
charges.
The value-in-use impairment assessments performed by management
contain a number of assumptions principally relating to short and long
term revenue growth, future profitability and discount rates. These
assessments also include the costs associated with the effects of
climate change, including the future costs of the Group’s commitment
to reach net zero by 2040 and costs of compliance with current legal
requirements.
Management has recorded impairment charges totalling £22m in 2022.
The charge has been excluded from the Group’s adjusted performance
measures consistent with the Group’s policy.
We obtained management’s value-in-use models and tested the
mathematical integrity. We evaluated the determination of the Group’s
CGUs and we utilised our in-house valuation experts to evaluate the
appropriateness of the methodology used in both the impairment
models and to calculate the discount rates. We validated the carrying
amounts of the net assets subject to impairment testing to the
underlying accounting records. We have corroborated the long term
growth rates and tax rates to third party sources and revenue growth
rates to third party industry research and challenged management
where inconsistencies were noted. We compared the cash flows used
in the impairment models to the Board approved budget and strategic
plan which include the estimated costs associated with climate
change. We benchmarked implied multiples required to cover the
carrying value of the net assets of each CGU to Rentokil’s average
transaction multiples for acquired businesses during the year.
Based on these procedures, we have performed additional procedures
on fourteen CGUs where the headroom between the value-in-use and
the carrying value of the CGUs was lowest and those CGUs that are
more sensitive to reasonably possible changes in key assumptions that
could cause impairment. Of these CGUs, four were acquired during the
year. Across all of these CGUs, we used our in-house valuation experts
to challenge the discount rates used by management.
For the four CGUs which were acquired during the year, we compared
management’s revenue and operating profit assumptions used in the
impairment models to the acquisition business cases and compared
performance post acquisition to the business case. For the remaining
10 CGUs, we evaluated the historical accuracy of management’s
budgeting and forecasting and we compared the revenue growth and
operating profit margins to historical actuals and modelled their break
even points to assess whether further testing was required and
whether additional disclosures should be provided in the financial
statements.
Consistent with the prior year, management’s value-in-use model
shows limited headroom for the India PCI CGU. Management has
undertaken a fair value less cost of disposal exercise utilising a third
party valuation specialist. The fair value is calculated by applying a
multiple to the CGUs last 12 months actual revenue. The multiple has
been calculated using recent external transactions in the global pest
control industry. We reviewed the third party valuation report and held
direct discussions with the third party. We challenged management
and the third party on the completeness of transactions used to
determine the multiple and the applicability of the multiple to the India
PCI CGU. We also compared the multiple to those multiples historically
paid by the Group.
We considered whether the disclosures in Note B2 complied with
IAS 1 and IAS 36.
Based on the procedures performed, we noted no material issues
arising from our work.
132
Rentokil Initial plc
Annual Report 2022
Independent Auditors’ Report
continued
Key audit matter
How our audit addressed the key audit matter
Valuation of customer list and indefinite-lived brand intangible
assets acquired as part of the Terminix acquisition (Group)
Refer to the Audit Committee Report and Note B1 in the financial
statements.
On 12 October 2022, the Group purchased 100% of the share capital
of Terminix for consideration of £4,110m, comprising Rentokil Initial
American Depositary Shares (ADSs) of £3,007m, cash of £1,087m and
replacement employee share awards of £16m.
As required by IFRS 3, the Group has calculated the fair value of assets
and liabilities acquired. Customer lists of £708m and indefinite-lived
brands of £1,292m were recorded.
In valuing the Terminix US and International brands, management has
concluded that the brands have an indefinite useful life which is a
significant judgement. The valuation of both the indefinite-lived brands
and customer lists requires management estimation as it is dependent
on a number of estimates including the amount and timing of future
cash flows, royalty rates, discount rates, long-term growth rates and
customer churn.
We have focused our testing on the valuation of the customer lists and
the Terminix US brand given its magnitude in comparison to the
International brand.
As part of our testing of both the customer lists and indefinite-lived
brand we utilised our in-house valuation experts to evaluate the
appropriateness of the methodology used to value the customer lists
and indefinite-lived brand including challenging the discount rates
used in the models. We agreed long term growth rates to third party
sources and compared the cash flow forecasts used in the models to
the acquisition business case.
For the fair value of the customer lists we tested the completeness and
accuracy of the historical data that is used to estimate customer churn
and recalculated the customer churn based on this data. We
challenged management on the consistency of the estimates –
including the churn rate – to those used within the valuation of the
termite damage claims provision, the alignment of which resulted in a
reclassification of consideration between goodwill and customer lists.
For the fair value of the indefinite-lived brand, together with our
in-house valuation experts, we benchmarked royalty rates against
comparable companies and prior acquisitions made by the Group and
agreed the royalty rates to the underlying franchise agreements. We
challenged management on the indefinite useful life classification.
We considered the disclosures in Note B1 of the financial statements
and we are satisfied that these disclosures are appropriate.
Based on the procedures performed, we noted no material issues
arising from our work other than the reclassification between goodwill
and customer lists.
Valuation of termite damage claims provision (Group)
Refer to the Audit Committee Report and Note A6 in the financial
statements.
The Group holds provisions for termite damage claims as a result of the
Terminix acquisition arising where termite treatments to prevent
infestation have been ineffective, which may result in damage to
property if a subsequent infestation occurs in the area that has been
treated and is covered by the warranty. The provision amounted to
£335m at the date of acquisition and £303m at 31 December 2022.
The valuation of the termite damage claims provision requires
significant management estimation as it is dependent on a number of
estimates including the rate and cost of future claims, customer churn
and discount rates.
We obtained management’s valuation model and tested the
mathematical integrity. We utilised our in-house valuation experts to
evaluate the appropriateness of the methodology used in the valuation
model and to challenge the discount rate and long-term growth rates
used.
We tested the completeness and accuracy of the historical data that is
used to estimate customer churn and recalculated the customer churn
based on this data. We held calls with management’s third party
experts to understand how the customer churn had been modelled
historically and to challenge the assumptions used by management.
We performed a number of sensitivities.
We also tested the completeness and accuracy of the historical data
that is used to estimate the rate and cost of future claims. We
challenged management on the appropriateness of the historical
period over which future cost per claim has been based upon. We have
also performed a number of sensitivities including assessing the
impact of using different historical periods to estimate cost per claim.
We assessed the appropriateness of management’s sensitivity
disclosures in Note A6 of the financial statements in relation to the
significant estimates. More broadly, we considered whether the
disclosures in Note A6 complied with IAS 1 and IAS 37.
Based on the procedures performed, we noted no material issues
arising from our work.
Carrying value of investments (Parent Company)
Refer to Note 4 of the Parent Company financial statements.
The Parent Company holds investments amounting to £4,415m (2021:
£290m) at 31 December 2022. The increase in 2022 is primarily due to
the acquisition of Terminix.
As required by IAS 36, management has assessed if there is any
indication that the investments balance may be impaired at the
reporting date. If any such indication exists, the entity shall estimate
the recoverable amount of the asset.
The assessment of potential impairment indicators involves
management judgment.
No impairment indicators were identified by management at the
reporting date and no impairment charge has been recorded in 2022.
We obtained management’s assessment of potential impairment
indicators. We challenged management on the completeness of their
assessment by comparing the items assessed with those required to
be considered per the requirements of IAS 36 and our knowledge of
the business. Management’s assessment included comparing the
Group’s market capitalisation at 31 December 2022, which we verified
to an external source, to the Parent Company’s net assets.
Based on the procedures performed, we noted no material issues
arising from our work.
Rentokil Initial plc
Annual Report 2022
133
Corporate Governance
Financial Statements
Other Information
Strategic Report
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough
work to be able to give an opinion on the financial statements as a
whole, taking into account the structure of the Group and the Parent
Company, the accounting processes and controls, and the industry in
which they operate.
We performed full scope audits in respect of seven components across
North America, Europe (including LATAM), the UK & Sub-Saharan Africa
and Pacific as well as a full scope audit at one corporate component. Of
these, we identified one financially significant component in the US (part
of the North America segment) and five material components in the UK
(part of the UK & Sub-Saharan Africa segment), France and Germany
(part of the Europe (including LATAM) segment), Australia (part of the
Pacific segment) and the corporate component. The remaining two full
scope components were included in Group audit scope to achieve
appropriate audit coverage. We also undertook specific audit
procedures on Terminix US (part of the North America segment).
In establishing the overall approach to the Group audit, we determined
the type of work that needed to be performed by us, as the Group
engagement team, or by component auditors within PwC UK and from
other PwC network firms operating under our instruction. Where the
work was performed by component auditors, we determined the level of
involvement we needed to have in the audit work at those components
to be able to conclude whether sufficient appropriate audit evidence
had been obtained as a basis for our opinion on the consolidated
financial statements as a whole.
In addition to instructing and reviewing the reporting from our
component audit teams, we conducted file reviews for financially
significant and material components and participated in key meetings
with local management. We also had regular dialogue with component
teams throughout the year.
The Group consolidation, financial statement disclosures and corporate
functions were audited by the Group engagement team. This included
our work over taxation, goodwill and acquisition accounting including
Terminix. Taken together, the components and corporate functions
where we conducted audit procedures accounted for 75% of the
Group’s revenue and 74% of the Group’s Adjusted Profit before Tax.
The full scope components in the US and France comprise sub
consolidations; in calculating these coverage levels we have taken 100%
coverage from the full scope audits performed in these locations. This
provided the evidence we needed for our opinion on the consolidated
financial statements taken as a whole. This was before considering the
contribution to our audit evidence from performing audit work at the
Group level, including disaggregated analytical review procedures,
which covered certain of the Group’s smaller and lower risk components
that were not directly included in our Group audit scope.
Our audit of the Parent Company financial statements was undertaken
in the UK and included substantive procedures over all material
balances and transactions.
The impact of climate risk on our audit
As part of our audit, we inquired of management to understand and
evaluate the Group’s risk assessment process in relation to climate
change including any changes in the assessment compared to the
prior year. We reviewed management’s paper which sets out their
assessment of climate change risk to the Group and the impact on
the financial statements. In evaluating the completeness of the risks
identified, we considered any changes in management’s paper
compared to the prior year assessment which was reviewed by our
internal specialists and we challenged management on how they
considered the potential financial impacts of the Group’s acquisition
of Terminix and the Group’s net zero commitment in their assessment.
We considered the principal risk relates to the assumptions made in
the forecasts prepared by management and used in their assessment
of the carrying value of goodwill. In responding to the risks identified,
we specifically considered how climate change risk would impact these
assumptions including the future costs of the Group’s commitment to
reach net zero by 2040 and costs of compliance with current legal
requirements. We also read the disclosures in relation to climate change
made in the Responsible Business section of the Annual Report to
ascertain whether the disclosures are materially consistent with the
financial statements and our knowledge from our audit. Our
responsibility over other information is further described in the reporting
on other information section of this report.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group
Financial statements – Parent Company
Overall materiality
£26.0m (2021: £21.0m).
£80.8m (2021: £32.0m).
How we determined it
5% of the Group's Adjusted Profit before Tax.
1% of total assets.
Rationale for
benchmark applied
The Group’s principal measure of performance is Adjusted
Profit before Tax, which excludes one-off and adjusting
items, amortisation and impairment of intangible assets
(excluding computer software) and net interest
adjustments, in order to give management and other users
of the Annual Report a clear understanding of the
underlying profitability of the business over time. We have
utilised this measure in determining our materiality as it is
the metric against which the performance of the Group is
most commonly assessed by management and reported
to shareholders.
Rentokil Initial plc is the ultimate Parent Company which
holds the Group’s investments. Therefore, the entity is not
in itself profit-oriented. The strength of the balance sheet
is the key measure of financial health that is important to
shareholders, since the primary concern for the Parent
Company is the payment of dividends. We therefore
consider total assets to be an appropriate benchmark.
Certain account balances were included in scope for the
audit of the consolidated financial statements and were
therefore audited to a materiality level set below overall
materiality established for the Group audit. However, we
determined that the Parent Company did not require a full
scope audit of its complete financial information for the
purposes of the audit of the Group financial statements.
134
Rentokil Initial plc
Annual Report 2022
Independent Auditors’ Report
continued
For each component in the scope of our Group audit, we allocated a
materiality that is less than our overall Group materiality. The range of
materiality allocated across components was £2.7m to £21.0m.
We use performance materiality to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use
performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes.
Our performance materiality was 75% (2021: 75%) of overall materiality,
amounting to £19.5m (2021: £15.8m) for the Group financial statements
and £60.6m (2021: £24.0m) for the Parent Company financial
statements.
In determining the performance materiality, we considered a number of
factors – the history of misstatements, risk assessment and aggregation
risk and the effectiveness of controls – and concluded that an amount at
the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above £1.2m (2021: £1.0m) for
both the Group and Parent Company audits as well as misstatements
below those amounts that, in our view, warranted reporting for
qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and the
Parent Company’s ability to continue to adopt the going concern basis
of accounting included:
A
Evaluation of management’s base case and downside case scenarios,
understanding and evaluating the key assumptions;
A
Validation that the cash flow forecasts used to support management’s
impairment, going concern and viability assessments were consistent;
A
Assessment of the historical accuracy and reasonableness of
management’s forecasting;
A
Consideration of the Group’s available financing and debt maturity
profile;
A
Testing of the mathematical integrity of management’s liquidity
headroom, sensitivity and stress testing calculations; and
A
Review of the related disclosures in the Annual Report.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group’s and the Parent
Company’s ability to continue as a going concern for a period of at least
12 months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted,
this conclusion is not a guarantee as to the Group’s and the Parent
Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial
statements about whether the Directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect
to going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual
Report other than the financial statements (with the exception of the
Financial Review and management’s discussion and analysis of financial
condition and results of operations which are considered other
information) and our auditors’ report thereon. The Directors are
responsible for the other information. Our opinion on the financial
statements does not cover the other information and, accordingly, we
do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If we identify an apparent material
inconsistency or material misstatement, we are required to perform
procedures to conclude whether there is a material misstatement of the
financial statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to
report that fact. We have nothing to report based on these
responsibilities.
With respect to the Strategic Report and Directors’ Report, we also
considered whether the disclosures required by the UK Companies
Act 2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit,
the information given in the Strategic Report and Directors’ Report for
the year ended 31 December 2022 is consistent with the financial
statements and has been prepared in accordance with applicable legal
requirements.
In light of the knowledge and understanding of the Group and Parent
Company and their environment obtained in the course of the audit, we
did not identify any material misstatements in the Strategic Report and
Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the Companies
Act 2006.
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in
relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the Company’s compliance
with the provisions of the UK Corporate Governance Code specified for
our review. Our additional responsibilities with respect to the corporate
governance statement as other information are described in the
reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and our
knowledge obtained during the audit, and we have nothing material to
add or draw attention to in relation to:
A
The Directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
A
The disclosures in the Annual Report that describe those principal
risks, what procedures are in place to identify emerging risks and an
explanation of how these are being managed or mitigated;
A
The Directors’ statement in the financial statements about whether
they considered it appropriate to adopt the going concern basis of
accounting in preparing them, and their identification of any material
uncertainties to the Group’s and Parent Company’s ability to continue
to do so over a period of at least 12 months from the date of approval
of the financial statements;
A
The Directors’ explanation as to their assessment of the Group’s and
Parent Company’s prospects, the period this assessment covers and
why the period is appropriate; and
A
The Directors’ statement as to whether they have a reasonable
expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period of its
assessment, including any related disclosures drawing attention to
any necessary qualifications or assumptions.
Rentokil Initial plc
Annual Report 2022
135
Corporate Governance
Financial Statements
Other Information
Strategic Report
Our review of the Directors’ statement regarding the longer-term
viability of the Group and Parent Company was substantially less in
scope than an audit and only consisted of making inquiries and
considering the Directors’ process supporting their statement; checking
that the statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the statement is
consistent with the financial statements and our knowledge and
understanding of the Group and Parent Company and their environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
A
The Directors’ statement that they consider the Annual Report, taken
as a whole, is fair, balanced and understandable, and provides the
information necessary for the members to assess the Group’s and
Parent Company’s position, performance, business model and
strategy;
A
The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems; and
A
The section of the Annual Report describing the work of the Audit
Committee.
We have nothing to report in respect of our responsibility to report when
the Directors’ statement relating to the Company’s compliance with the
Code does not properly disclose a departure from a relevant provision
of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities
in respect of the financial statements, the Directors are responsible
for the preparation of the financial statements in accordance with the
applicable framework and for being satisfied that they give a true and
fair view. The Directors are also responsible for such internal control
as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Group’s and the 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.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified
that the principal risks of non-compliance with laws and regulations
related to the Listing Rules, health and safety regulations, adherence to
data protection requirements in the jurisdictions in which the Group
operates and holds data and compliance with anti-bribery and
corruption legislation in the jurisdictions in which the Group operates,
and we considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered those
laws and regulations that have a direct impact on the financial
statements such as the Companies Act 2006 and taxation. We
evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of
controls), and determined that the principal risks were related to posting
inappropriate journal entries to manipulate the financial performance of
the Group and management bias in accounting estimates and
judgements. The Group engagement team shared this risk assessment
with the component auditors so that they could include appropriate
audit procedures in response to such risks in their work. Audit
procedures performed by the Group engagement team and/or
component auditors included:
A
Discussions with management, Internal Audit and the Group’s legal
counsel, including consideration of known or suspected instances of
non-compliance with laws and regulation and fraud;
A
Evaluation of the effectiveness of management’s controls designed to
prevent and detect irregularities;
A
Identification and testing of significant manual journal entries;
A
Assessment of matters reported on the Group’s whistleblowing
helpline and the results of management’s investigation of such
matters;
A
Testing of assumptions and judgements made by management in
making significant accounting estimates; and
A
Reviewing financial statement disclosures and testing to supporting
documentation.
There are inherent limitations in the audit procedures described above.
We are less likely to become aware of instances of non-compliance with
laws and regulations that are not closely related to events and
transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
Our audit testing might include testing complete populations of certain
transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for
testing, rather than testing complete populations. We will often seek
to target particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable
us to draw a conclusion about the population from which the sample
is selected.
A further description of our responsibilities for the audit of the financial
statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors’
report.
Use of this report
This report, including the opinions, has been prepared for and only for
the Company’s members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006 and for no other purpose. We do
not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our
prior consent in writing.
136
Rentokil Initial plc
Annual Report 2022
Independent Auditors’ Report
continued
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
A
we have not obtained all the information and explanations we require
for our audit; or
A
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
A
certain disclosures of Directors’ remuneration specified by law are not
made; or
A
the Parent Company financial statements and the part of the
Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were
appointed by the members on 12 May 2021 to audit the financial
statements for the year ended 31 December 2021 and subsequent
financial periods. The period of total uninterrupted engagement is two
years, covering the years ended 31 December 2021 to 31 December
2022.
Other matter
In due course, as required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rule 4.1.14R, these financial statements will
form part of the ESEF-prepared annual financial report filed on the
National Storage Mechanism of the Financial Conduct Authority in
accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’).
This auditors’ report provides no assurance over whether the annual
financial report will be prepared using the single electronic format
specified in the ESEF RTS.
Neil Grimes (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
16 March 2023
Financial Statements
138
 Financial Review
144
 Consolidated Statement of Profit or Loss
and Other Comprehensive Income
145
 Consolidated Balance Sheet
146
 Consolidated Statement of Changes
in Equity
148
 Consolidated Cash Flow Statement
149
 Notes to the Financial Statements
190
 Related Undertakings
197
 Parent Company Balance Sheet
198
 Parent Company Statement of Changes
in Equity
199
 Notes to the Parent Company Accounts
204
 Management’s Discussion and Analysis
Rentokil Initial plc
Annual Report 2022
137
Corporate Governance
Financial Statements
Other Information
Strategic Report
We’ve delivered an excellent financial
performance in 2022 as evidenced by our 6.6%
growth in Organic Revenue. This has been
underpinned by continued operational strength,
including successful mitigation of cost inflation and
early delivery of synergies from the Terminix
integration.
Stuart Ingall-Tombs
Chief Financial Officer
Summary of financial performance (at CER)
Regional Performance
Revenue
Adjusted
Operating Profit
2022
£m
2021
£m
Change
%
2022
£m
2021
£m
Change
%
North America
1,675
1,291 29.7%
286
216
32.7%
Pest Control
1,581
1,149
37.7%
269
187
44.1%
Hygiene & Wellbeing
94
142
(34.2%)
17
29
(41.5%)
Europe (incl. LATAM)
942
832
13.2%
187
163
14.8%
Pest Control
425
350
21.5%
103
92
12.7%
Hygiene & Wellbeing
324
316
2.4%
53
54
(2.7%)
France Workwear
193
166
16.6%
31
17
81.6%
UK & Sub Saharan
Africa
370
359
2.9%
96
95
1.7%
Pest Control
187
176
6.2%
48
46
5.5%
Hygiene & Wellbeing
183
183
(0.2%)
48
49
(1.8%)
Asia & MENAT
308
271
13.4%
43
36
17.5%
Pest Control
222
187
18.8%
32
25
26.5%
Hygiene & Wellbeing
86
84
1.4%
11
11
(2.9%)
Pacific
221
197
12.8%
46
39
19.7%
Pest Control
101
90
12.9%
15
14
8.3%
Hygiene & Wellbeing
120
107
12.7%
31
25
26.2%
Central
6
7
(10.3%)
(105)
(97)
(8.9%)
Restructuring costs
(11)
(10) (12.7%)
Total at CER
3,522
2,957
19.1%
542
442
22.7%
Total at AER
3,714
2,957
25.6%
571
442
29.4%
Category Performance
Revenue
Adjusted
Operating Profit
2022
£m
2021
£m
Change
%
2022
£m
2021
£m
Change
%
Pest Control
2,516
1,952 29.0%
467
364
28.7%
Hygiene & Wellbeing
807
832
(3.2%)
160
168
(4.9%)
France Workwear
193
166
16.6%
31
17
81.6%
Central
6
7
(10.3%)
(105)
(97)
(8.9%)
Restructuring costs
(11)
(10) (12.7%)
Total at CER
3,522
2,957
19.1%
542
442
22.7%
Total at AER
3,714
2,957
25.6%
571
442
29.4%
Note: Hygiene & Wellbeing year on year performance reflects the anticipated
decrease in COVID disinfection revenues from £117m in FY 21 to £20m in
FY 22.
In order to help understand the underlying trading performance, unless
otherwise stated, figures below are presented at constant exchanges
rates and Organic Revenue Growth figures exclude the COVID
disinfection business.
Revenue
The Group delivered a strong topline performance, with Revenue rising
19.1% to £3,522m and Organic Revenue up 6.6%. Statutory Revenue was
up 25.6% to £3,714m at AER. Revenue growth in North America was up
29.7%, benefiting from the Terminix acquisition. Europe, the Group’s
second largest region, was up strongly by 13.2%, while Asia & MENAT was
up 13.4%. Organic Revenue Growth including COVID disinfection was
4.2%. Full year revenues from COVID disinfection services amounted to
£20m (FY 21: £117m), £6m of which was generated in the second half of
the year. Future revenues from disinfection services are anticipated to be
non-material.
Our Pest Control category grew Revenue by 29.0% (5.6% Organic) to
£2,516m, underpinned by strong price progression and good customer
retention. Hygiene & Wellbeing Revenue decreased by 3.2% (9.3%
Organic) to £807m. This was supported by resilient demand for washroom
services, offset by the anticipated year on year reduction in COVID
disinfection business. Improved year on year market conditions were
Financial Review
138
Rentokil Initial plc
Annual Report 2022
reflected in the stronger contribution from our France Workwear business
with Revenue up by 16.6% to £193m (16.6% Organic).
Profit
Adjusted Operating Profit rose by 22.7% during the year to £542m,
reflecting core business growth across all major regions and categories,
in addition to effective capture of early synergies from the Terminix
transaction. This led to a 45bps increase year on year in Adjusted
Operating Margins to 15.4%, despite the reduction in COVID disinfection
revenues. This represented the Group’s highest margin for 20 years.
Underlying trading contributed 26bps to Group margin. Terminix overall
contributed a net benefit of 19bps, made up of a 64bps increase from
synergies and accounting adjustments with a 45bps offset from the
underlying Terminix business. We have continued to deliver on our
strategy of driving density improvements and M&A integration. Price
increases have also been successfully implemented over the course of
the year, with further price increases initiated for 2023. The extent to
which the Group has been able to offset inflationary pressures
demonstrates the resilience of the business model and the essential
nature of our core products and services.
Within business categories, Adjusted Operating Margin for Pest Control
was flat year on year at 18.6%. Hygiene & Wellbeing Adjusted Operating
Margin decreased slightly by 30bps year on year to 19.8% (FY 21: 20.1%).
Full-year restructuring costs of £11m at CER (£12m at AER) were up £1m on
the prior year, consisting mainly of costs in respect of initiatives focused
on our North America transformation programme. Adjusted Profit before
Tax (at AER) of £532m, which excludes one-off and adjusting items and
amortisation costs, increased by 27.7%. Adjusted interest of £48m at
actual exchange rates was higher year on year, partly reflecting £44m of
interest charges relating to financing of the Terminix transaction and a
£19m offsetting reduction from the impacts of hyperinflation. One-off and
adjusting items (operating) at AER of £136m includes £78m of deal costs
and £52m of integration costs related to the Terminix acquisition (‘Costs to
Achieve’) and £6m of other costs. Statutory Profit before Tax at AER was
£296m, a decrease of 9.1% on the prior year (FY 21: £325m), due to
one-off and adjusting items and increased interest costs relating to the
Terminix transaction.
Cash (at AER)
Adjusted Cash Flow was previously titled Operating Cash Flow and has
been amended for the sake of clarity, no changes have been made to
the definition of this Alternative Performance Measure.
Adjusted Cash Flow of £490m was £31m higher than in FY 21. Higher
trading profits resulted from organic and acquisitive growth. Adjusted
EBITDA was £859m, up 27.1% versus 2021. One-off and adjusting items
(non-cash) of £77m outflow (FY 21: £6m inflow) were largely due to deal
and integration related costs of the Terminix acquisition. The Group had a
£9m working capital inflow in FY 22 due to tight management of payables
and receivables, partially offset by higher levels of inventory in the year to
protect against potential supply chain challenges.
Capital expenditure of £190m was incurred in the period (FY 21: £160m),
reflecting a more normal pattern of spend post pandemic and the
inclusion of Terminix capital expenditure in the final quarter of the year.
Lease payments were up 18.2%.
Cash interest payments of £39m were only £2m higher than in the prior
year, reflecting the timing of interest charge payments relating to
financing of the Terminix transaction. At year end, £42m of interest was
accrued on the balance sheet for payment in 2023. Cash tax payments
for the period were £77m, an increase of £8m compared with the
corresponding period last year. Free Cash Flow was £374m (FY 21:
£353m), with Adjusted Free Cash Flow Conversion of 91.8%.
Acquisition and Integration of Terminix
Value creation opportunity confirmed; synergy guidance raised
The Terminix transaction closed on 12 October 2022. The completion of
this landmark deal reinforces Rentokil Initial as the largest pest control
company in the world. In total, Rentokil Initial’s operations now span 91
countries, made up of nearly 59,000 colleagues, with 21,000 of those in
North America. The Group’s industry-leading scale and resource gives
power to more investment in services, training, technology and
innovation.
Extensive due diligence previously furnished us with a deep
understanding of the Terminix operations and those early assumptions
about the health of the business, both operational and financial, have
remained intact. Terminix is a high-quality business with engaged
employees, who have helped build a leadership position in North
America residential and termite pest control. Our integration planning
has confirmed the strong potential of the combination, which is both
synergistic and complementary. The combined group will enjoy the
benefits of scale as well as higher density in our operations that will
enable margin acceleration. There is also a strong cultural fit between
Terminix and Rentokil Initial – the businesses have a very similar
playbook that is appropriately focused on people, customer service,
sustainability and shareholder value – enabling effective collaboration
and knowledge sharing.
In addition to the significant benefits for our customers and colleagues,
our confidence is reinforced that the transaction will create significant
value for shareholders. This is notwithstanding the shift to a higher
interest rate environment since announcement of the deal in December
2021 that has prevented execution on the previously anticipated $11m in
financing synergies. However, there was strong early delivery on cost
synergies with $13m of pre-tax net P&L cost synergies achieved from
transaction completion to 31 December 2022. There was an additional
non-cash P&L benefit of c.$18m from the application of IFRS accounting
for termite provisions and LTIPs. Clear validation of our operational
assumptions has given us heightened confidence in the overall
opportunity. We have therefore increased our estimate of annual pre-tax
net cost synergies achievable from the acquisition, from at least $150m
by the third full year post completion to at least $200m by the end of
2025, based principally on greater opportunities to drive operational
efficiencies and improve service productivity. This figure is net of $75m
of total investment. We expect c.$150m of gross synergies to be
delivered from Selling, General and Administrative (SG&A) expenses
and c.$125m of gross synergies to be delivered from Field Operations.
In addition, we expect to benefit from $32m of further non-cash P&L
benefits in FY 23 from the application of IFRS accounting of termite
provisions and LTIPs.
Synergies and approximate phasing
We now expect to achieve at least $200m of annual pre-tax net P&L
cost synergies by the end of FY 25, c.95% of which from North America.
Achieved
2022
Incremental P&L Impact
by Year
Cumulative
2022-25
2023
2024-25
SG&A expenses
$15m
$80m
$55m
$150m
Field Operations
$10m
$115m
$125m
Gross synergies
$15m
$90m
$170m
$275m
Investments
$(2)m
$(30)m
$(43)m
$(75)m
Synergies net of
investments
$13m
$60m
$127m
$200m
Accounting
adjustments
$18m
$32m
$50m
Net synergies plus
accounting
adjustments
$31m
$92m
$127m
$250m
SG&A expenses include sales productivity, procurement, fleet
depreciation and support functions, and are expected to be 85% in cash
over the period.
Field Operations are primarily related to branch consolidation, density
benefits and productivity, and are expected to be 100% in cash.
Investments relate to salary & benefits harmonisation, SHE & Innovation
centre, IT and branding, as well as additional SOX, audit and listing.
They are expected to be 100% in cash.
The non-cash accounting adjustments is in relation to termite litigation
and LTIPs.
Total one-time cost to achieve synergies are expected to be c.$200m,
increased by $50m, in line with the increase in annual net cost
synergies. Phasing of $77m in FY 22 (including $30m of non-cash),
c.$85m in FY 23 and c.$38m in FY 24-FY25.
Rentokil Initial plc
Annual Report 2022
139
Corporate Governance
Financial Statements
Other Information
Strategic Report
Excellent early integration
Excellent early progress has been made on delivering the integration plan
to ensure use of the most effective systems, processes and technology
from each organisation. Likewise, we have made strong progress in
building a joint team that is based on the best of talent and with a shared
mission, vision and values. Both employee and customer reaction to
the combination has been positive. Seven key workstreams are at the
heart of the integration plan: field operations; back office field support;
procurement and fleet; marketing and innovation; sales; human
resources; and finances. Each of these are underpinned by investments
in IT capabilities. These workstreams are critical to optimising the
opportunities of the combination, reducing risks of integration, following
a best-of-breed approach and delivering the cost synergies and financial
benefits of the transaction.
With over 600 branches combined across Rentokil and Terminix, branch
integration and the opportunity for accelerating route density are intrinsic
to the overall plan, with a three-year programme to create an optimal
network, comprising in total of c.400 branches. That consolidation
involves not only the physical locations, but also the IT systems and other
office infrastructure, the brands, the service offering and technicians and
sales teams. We aim to create a back office field support function of the
future through process integration and efficiency improvements, drawing
on existing best practice capabilities. We’re very fortunate to have two
power brands. Terminix is the leading residential and termite brand in
North America with strong consumer recognition. Rentokil is a global
brand leader in commercial pest control. Between the two companies in
North America, there is also a large number of regional and local brands.
The three-year period will see convergence of the vast majority of the
smaller brands. Residential, termite and SME commercial business will
take the Terminix brand, while larger commercial and national account
customers will enjoy the Rentokil name. Outside of North America, we’ll
retain Rentokil as the main brand for pest control.
The integration process will be disciplined and well paced in order
to reduce risk. Rentokil Initial has a well-earned reputation for service
quality. We will remain sharply focused on continuing to meet the high
expectations of our customers, both within North America and across
our global operations.
North America reporting structure
There has been a strong start to delivery of the integration plan, including
with regard to SG&A functions and field operations. Consolidation makes
it increasingly difficult to extricate the respective performances of the
Rentokil North America and Terminix businesses. All financial and
operational performance will therefore necessarily be reported on
a fully combined basis.
Rentokil Initial has a geographic organisational structure. North America
is one of the five geographic regions to which the Group provides a wide
range of services to customers. In each of these regions, different service
lines share branch networks and back office administration, as well as
functional support such as procurement and HR. In North America, we
will continue to refer to our two business categories: Pest Control and
Hygiene & Wellbeing. Pest Control comprises residential, termite and
commercial pest management, pest control product distribution, and
mosquito control and invasive aquatic control services. Since the vast
majority of our Pest Control business is run on an integrated basis (often
from the same branch location), the constituent parts are not separately
reported. Hygiene & Wellbeing comprises the Ambius range of products
and services including air purification, hand sanitisation, plants, green
walls and scenting.
Continued strength of M&A
In addition to the historic Terminix deal, we continued to acquire
companies at a rate of about one every week, including our first
operations in Pakistan, Argentina and Israel. Rentokil Initial is focused
on building scale in the Cities of the Future – those urban areas that
are expected to grow at materially higher rates – and during the year
we added scale in around 40 of these cities, including Delhi, Lahore,
Islamabad, and Santiago. The Group now operates in a total of
91 countries.
We acquired 52 new businesses, excluding Terminix, comprising
of 46 in Pest Control and six in Hygiene & Wellbeing. An aggregate
consideration of £259m was paid for these acquired businesses with
total annualised revenues of £125m in the year prior to purchase.
We have added 13 new businesses in North America during the period
with £38m revenues acquired. There was also a good performance
in Europe (inc. LATAM) with 18 deals and £62m of revenues acquired.
12 acquisitions were made in Asia and MENAT, eight acquisitions in the
Pacific region and one in the UK & SSA region.
M&A remains central to our strategy for growth. We will continue to seek
attractive bolt-on deals, both in Pest Control and with an increased
focus on Hygiene & Wellbeing, to build density in existing markets, and
pursue acquisitions in new markets and the major cities of the future.
Our pipeline of prospects remains strong and our guidance on spend
on M&A for FY 23 is c.£250m.
Central and regional overheads
Central and regional overheads of £105m at CER (£108m at AER) were
up £8m on the prior year (FY 21: £97m at CER and AER).
Restructuring costs
With the exception of integration costs for significant acquisitions, the
Company reports restructuring costs within Adjusted Operating Profit.
Costs associated with significant acquisitions are reported as one-off
and adjusting items, and are excluded from Adjusted Operating Profit.
Full-year restructuring costs of £11m at CER (£12m at AER) were up
£1m on the prior year (FY 21: £10m at CER and AER), consisting mainly
of costs in respect of initiatives focused on our North America
transformation programme, together with integration costs of smaller
acquisitions.
Interest (at AER)
Adjusted interest was £48m. This is an increase of £15m versus 2021
reflecting higher interest charges of £44m relating to the Terminix
transaction with a partial £19m offset from the 2022 impacts of
hyper-inflation accounting in Lebanon, Argentina and Turkey (FY 22:
£22m, FY 21: £3m) and lower other interest of £10m. Cash interest was
£39m (FY 21: £37m).
On page 143 we have shown a summary P&L interest table
demonstrating how the components of our financing drive interest costs
and income for FY 22 and the expected range for FY 23 at constant
exchange rates. Changes in variable interest rates, exchange rates and
CPI rates in hyper-inflationary economies during FY 23 will impact the
reporting of interest costs for FY 23.
Tax
The income tax charge for the period at actual exchange rates was
£64m on the reported profit before tax of £296m, giving an effective tax
rate of 21.6% (FY 21: 19.0%). The Group’s ETR before amortisation of
intangible assets (excluding computer software), one-off and adjusting
items and the net interest adjustments for 2022 was 19.7% (FY 21: 19.4%).
This compares with a blended rate of tax for the countries in which the
Group operates of 24% (FY 21: 24%). The Group’s low tax rate is primarily
attributable to net prior-year tax credits of £9m (FY 21: £16m).
The Group’s tax charge and ETR will be influenced by the global mix
and level of profits, changes in future tax rates and other tax legislation,
foreign exchange rates, the utilisation of brought-forward tax losses on
which no deferred tax asset has been recognised, the resolution of
open issues with various tax authorities, acquisitions and disposals.
In December 2021, the OECD published a framework for the
introduction of a global minimum effective tax rate of 15%, applicable to
large multinational groups. HM Treasury has published draft legislation
to implement these ‘Pillar Two’ rules for accounting periods starting on
or after 31 December 2023. The Group is reviewing these draft rules,
which have not been substantively enacted, to understand any potential
impacts.
Financial Review
continued
140
Rentokil Initial plc
Annual Report 2022
Net debt and cash flow
2022
£m
2021
£m
Change
£m
Adjusted Operating Profit
571
442
129
Depreciation
276
224
52
Other
12
10
2
Adjusted EBITDA
859
676
183
One-off and adjusting items (non-cash)
(77)
6
(83)
Working capital
9
23
(14)
Movement on provisions
(12)
(5)
(7)
Capex – additions
(190)
(160)
(30)
Capex – disposals
5
7
(2)
Capital of lease payments and initial direct
costs incurred
(104)
(88)
(16)
Adjusted Cash Flow
490
459
31
Interest
(39)
(37)
(2)
Tax
(77)
(69)
(8)
Free Cash Flow
374
353
21
Acquisitions
(1,018)
(463)
(555)
Disposal of companies and businesses
1
1
Dividends
(122)
(139)
17
Cost of issuing new shares
(16)
(16)
Cash impact of one-off and adjusting
items
(59)
(27)
(32)
Debt related cash flows:
Acquisition of shares from non-controlling
interest
(9)
9
Cash outflow on settlement of debt related
foreign exchange forward contracts
26
(19)
45
Net investment in term deposits
1
171
(170)
Proceeds from new debt
2,383
5
2,378
Debt repayments
(844)
(167)
(677)
Debt related cash flows
1,566
(19)
1,585
Net increase/(decrease) in cash and cash
equivalents
726
(295)
1,021
Cash and cash equivalents at the
beginning of the year
242
551
(309)
Exchange losses on cash and cash
equivalents
(89)
(14)
(75)
Cash and cash equivalents at end of the
financial year
879
242
637
Net increase/(decrease) in cash and cash
equivalents
726
(295)
1,021
Debt related cash flows
(1,566)
19
(1,585)
IFRS 16 liability movement
(34)
(2)
(32)
Debt acquired
(964)
(12)
(952)
Bond interest accrual
(42)
1
(43)
Foreign exchange translation and other
items
(131)
19
(150)
Increase in net debt
(2,011)
(270)
(1,741)
Opening net debt
(1,285)
(1,015)
(270)
Closing net debt
(3,296)
(1,285)
(2,011)
Adjusted Cash Flow of £490m was £31m higher than in FY 21. Higher
trading profits were a result of organic and acquisitive growth. Adjusted
EBITDA was £859m, up 27.1% versus FY 21. One-off and adjusting items
(non-cash) of £77m outflow (FY 21: £6m inflow) were largely due to deal
costs and costs to achieve related to the Terminix acquisition. The Group
had a £9m working capital inflow in FY 22 due to tight management
of payables and receivables, partially offset by higher levels of inventory
in the year to protect against potential supply chain challenges.
Capital expenditure of £190m was incurred in the period (FY 21: £160m),
reflecting a more normal pattern of spend post pandemic and the
inclusion of Terminix capital expenditure in the final quarter of the year.
Lease payments were up 18.2%.
Cash interest payments of £39m were only £2m higher than in the
prior year, reflecting the timing of interest payments relating to
financing of the Terminix transaction. At year end, £42m of interest
was accrued on the balance sheet for payment in 2023. Cash tax
payments for the period were £77m, an increase of £8m compared
with the corresponding period last year. Free Cash Flow was £374m
(FY 21: £353m), with Adjusted Free Cash Flow Conversion of 91.8%.
Cash spend on current and prior year acquisitions of £1,018m, dividend
payments of £122m, proceeds from new debt of £2,383m, cash outflow
on settlement of debt of £844m, the cash impact of one-off and
adjusting items of £59m (largely due to deal costs and costs to achieve
related to the Terminix acquisition) and the cost of issuing new shares of
£16m have contributed to an underlying change in net debt of £1,880m.
Foreign exchange translation and other items of £131m is primarily due
to the strengthening of the Dollar against Sterling. Overall, this led to an
increase in net debt of £2,011m and closing net debt of £3,296m, in line
with guidance provided at the Q3 Trading Update.
Going Concern
The Board continues to adopt the going concern basis in preparing the
accounts on the basis that the Group’s strong liquidity position and its
demonstrated ability to manage the level of capital expenditure,
dividends or expenditure on bolt-on acquisitions are sufficient to meet
the Group’s forecast funding needs, including those modelled in a
severe but plausible downside case.
Funding
In June 2022, Rentokil Initial successfully issued three bonds: €850m
5-year at 3.875%; €600m 8-year at 4.375%; and £400m 10-year at 5.0%.
These bonds fully covered the $1.34bn cash element of the Terminix
transaction consideration. The balance of the bonds alongside the
Company’s $700m three-year loan covered the refinancing of Terminix
debt and transaction costs. As at 30 June 2022, Terminix held two bonds:
7.45% $186m notes maturing in 2027 and 7.25% $48m notes maturing in
2038 and a Senior Secured Term Loan facility maturing in 2026 with an
interest rate of 3.365%. The term loan facility was settled on 12 October
2022 and the two bonds were redeemed on 7 November 2022.
Following closing of the Terminix transaction, S&P affirmed Rentokil
Initial’s BBB investment grade credit rating with a stable outlook.
As at 31 December 2022, the Group had liquidity headroom in excess of
£1,700m, including £827m of undrawn RCF, with a maturity date of 12
October 2027, plus two one-year extension options. The pro forma net
debt to EBITDA ratio was less than 3.2x at 31 December 2022, in line
with expectations. The net debt to Adjusted EBITDA ratio was 3.8x at
31 December 2022, reflecting 81 days of Terminix trading. We remain
committed to maintaining a BBB investment grade credit rating and are
confident of doing so.
Dividend
The Group adopts a progressive dividend policy with dividend
payments related to the level of Free Cash Flow available. The Group
aims to pay dividends twice a year and the level of each dividend is
decided by the Board. When determining the level of dividend each
year, the Board considers the following:
A
cash generation in the year;
A
future cash generation;
A
cash availability at the point of dividend;
A
profits available for distribution;
A
cash required to invest in capital; and
A
expenditure and acquisitions.
Rentokil Initial plc
Annual Report 2022
141
Corporate Governance
Financial Statements
Other Information
Strategic Report
The Board is recommending a final dividend in respect of 2022 of 5.15p per share, payable to shareholders on the register at the close of business
on 11 April 2023, to be paid on 17 May 2023. This equates to a full-year dividend of 7.55p per share, an increase of 18.2% compared to 2021. The last
day for DRIP elections is 25 April 2023.
2023 Outlook
We start the new calendar year with confidence in our plans, both operational and strategic. This is underpinned by the Company’s inherently
resilient business model as we continue to offset inflation with pricing and the early headway made in delivery of Terminix acquisition benefits.
For the full year, notwithstanding the prevailing macroeconomic challenges, we expect continued good underlying trading momentum.
The Group’s expectations for annual pre-tax net cost synergies achievable from the Terminix acquisition are increased from at least $150m to at least
$200m by the end of FY 25, with $60m of incremental pre-tax net cost synergies expected to be delivered in FY 23. In-line with the increase in
annualised go-forward cost synergies, total one-time cost to achieve synergies are expected to be c.$200m. In addition, we expect to benefit from
$32m of further non-cash benefits in FY 23 arising from the application of IFRS accounting of termite provisions and LTIPs.
With margin protection from continued proactive cost inflation management and margin accretion from strategy execution, synergy delivery and
IFRS accounting adjustments, Group Adjusted Operating Margin in FY 23 is expected to increase to c.16.5% and North America Adjusted Operating
Margin to c.19.5%.
Our anticipated spend on M&A in FY 23 is c.£250m and Free Cash Flow conversion is expected to be 80-90%, primarily reflecting the impact of
accounting adjustments.
The Group remains on track to achieve mid-teens EPS accretion in FY 23.
Technical guidance for 2023
P&L
A
Restructuring costs ex Terminix: c.£7m
A
Deal related costs and costs to achieve
1
: c.£75-£90m 
A
Incremental c.$32m of accounting benefit for termite and LTIPs in FY 23
A
Central and regional overheads: c.£150m including Terminix related investments
A
P&L adjusted interest costs c.£125-£135m, incl. £20-£25m of hyperinflation
A
Estimated Adjusted Effective Tax Rate: 25-26%
A
Share of Profits from Associates: £8m
A
Impact of FX within range of +£15m to £25m
2
A
Intangibles amortisation: £155-£165m
Cash Flow
A
Overall exceptional items: c.£135-£150m
3
A
Working Capital: c.$40m including termite provision payments but excluding exceptional items on the balance sheet as at December 2022 
 
A
Capex excluding ROU asset lease payments: £235-£245m
A
Cash interest: c.£150-£160m, reflecting c.75% of interest cost at fixed rates
A
Cash tax payments: £115-£125m
A
Anticipated spend on M&A in 2023 of c.£250m
1. Reported as one-off and adjusting items and excluded from Adjusted Operating Profit and Adjusted PBT.
2. Based on maintenance of current FX rates. All technical items are also subject to FX.
3. c.£40-45m of 2022 exceptional items remained in creditors at December 2022. They are included in working capital flows and overall exceptional items
as they will flow through working capital, but should not be double counted in overall cash flows.
Medium Term Guidance
As a result of our ongoing operational and strategic plans, combined with the benefits from the acquisition and integration of Terminix, we are
increasing our medium term guidance for Organic Revenue Growth from 4.0%–5.0% to at least 5.0%. In FY 25, we expect to deliver a Group
Adjusted Operating Margin of greater than 19.0%.
As the impact of accounting adjustments phases out, Free Cash Flow conversion should increase back to at least 90% by FY 25.
As previously guided, we expect leverage to be consistent with BBB rating by the end of FY 24. Net debt to EBITDA is expected to be less than 3x by
the end of FY 24 and we remain on plan to deliver net debt to EBITDA of 2.0x to 2.5x in the medium term. The Group is on track for ROIC to exceed
WACC by FY 25.
Our progressive dividend policy remains unchanged.
Financial Review
continued
142
Rentokil Initial plc
Annual Report 2022
Summary P&L Interest
Amount
Rate
Fixed/
Floating
2022 AER
2023 CER
Cost
£m
Swap Cost
£m
Total Cost
£m
Cost
£m
Swap Cost
£m
Total Cost
£m
Legacy Bonds
EUR
400
0.95%
Fixed
3
(3)
3
(3)
EUR
500
0.88%
Fixed
4
(2)
2
4
(4)
EUR
600
0.50%
Fixed
3
(1)
2
3
(3)
Amortised Cost
Fixed
1
1
1
1
Swaps
2.85% (avg)
Fixed
15
15
28
28
Total
1,500
11
9
20
11
18
29
New Bonds
EUR
850
3.88%
Fixed
14
(3)
11
28
(14)
14
EUR
600
4.38%
Fixed
12
12
22
22
GBP
400
5.00%
Fixed
10
10
20
20
Amortised Cost
Fixed
1
1
3
3
Swaps
3.53% (avg)
Fixed
4
4
15
15
Total
37
1
38
73
74
Term Loan
USD
700
4-6%
Float
5
5
27-33
27-33
Lease Interest
Float
10
18
Other Interest
Float
2
4
Total Other
12
22
Finance Cost
75
152-158
Interest received
(5)
(3)
Hyper-Inflation
(22)
(20-24)
Finance Income
(27)
(23-27)
Adjusted Interest
48
125-135
2022 average FX rate for £/€: 1.1717 and £/$: 1.2421
Stuart Ingall-Tombs
Chief Financial Officer
16 March 2023
Rentokil Initial plc
Annual Report 2022
143
Corporate Governance
Financial Statements
Other Information
Strategic Report
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 31 December
Notes
2022
£m
2021
£m
2020
£m
Revenue
A1
3,714
2,957
2,803
Operating expenses
A7
(3,373)
(2,610)
(2,509)
Net impairment losses on financial assets
(24)
Operating profit
A1
317
347
294
Finance income
C9
49
4
6
Finance cost
C8
(79)
(34)
(78)
Share of profit from associates net of tax
B6
9
8
8
Profit before income tax
296
325
230
Income tax expense
1
A12
(64)
(62)
(44)
Profit for the year
232
263
186
Profit for the year attributable to:
Equity holders of the Company
232
263
186
Non-controlling interests
Other comprehensive income:
Items that are not reclassified subsequently to the income statement:
Remeasurement of net defined benefit liability
A10
2
1
(13)
Items that may be reclassified subsequently to the income statement:
Net exchange adjustments offset in reserves
(232)
(18)
(35)
Net (loss)/gain on net investment hedge
(68)
15
(17)
Cost of hedging
(2)
(1)
(1)
Effective portion of changes in fair value of cash flow hedge
(6)
13
(5)
Tax related to items taken to other comprehensive income
A14
11
2
4
Other comprehensive income for the year
(295)
12
(67)
Total comprehensive income for the year
(63)
275
119
Total comprehensive income for the year attributable to:
Equity holders of the Company
(63)
275
119
Non-controlling interests
Earnings per share attributable to the Company’s equity holders:
Basic
A2
11.57p
14.16p
10.03p
Diluted
A2
11.51p
14.10p
9.98p
All profit is from continuing operations.
1.
Taxation includes £58m (2021: £50m; 2020: £40m) in respect of overseas taxation.
144
Rentokil Initial plc
Annual Report 2022
Consolidated Balance Sheet
At 31 December
Notes
2022
£m
2021
£m
Assets
Non-current assets
Intangible assets
B2
7,319
2,164
Property, plant and equipment
B3
495
398
Right-of-use assets
B4
454
228
Investments in associated undertakings
B6
53
30
Other investments
C4
23
Deferred tax assets
A14
43
42
Contract costs
A1
182
75
Retirement benefit assets
A10
3
19
Trade and other receivables
A3
90
14
Derivative financial instruments
C5
21
10
8,683
2,980
Current assets
Other investments
C4
1
2
Inventories
A4
200
136
Trade and other receivables
A3
832
527
Current tax assets
36
9
Derivative financial instruments
C5
2
Cash and cash equivalents
C3
2,170
668
3,239
1,344
Liabilities
Current liabilities
Trade and other payables
A5
(1,162)
(764)
Current tax liabilities
(60)
(61)
Provisions for liabilities and charges
A6
(133)
(27)
Bank and other short-term borrowings
C2
(1,355)
(459)
Lease liabilities
B4
(135)
(78)
Derivative financial instruments
C5
(1)
(2,845)
(1,390)
Net current assets/(liabilities)
394
(46)
Non-current liabilities
Other payables
A5
(81)
(72)
Bank and other long-term borrowings
C2
(3,574)
(1,256)
Lease liabilities
B4
(332)
(139)
Deferred tax liabilities
A14
(511)
(108)
Retirement benefit obligations
A10
(30)
(27)
Provisions for liabilities and charges
A6
(359)
(34)
Derivative financial instruments
C5
(92)
(34)
(4,979)
(1,670)
Net assets
4,098
1,264
Equity
Capital and reserves attributable to the Company’s equity holders
Share capital
D2
25
19
Share premium
9
7
Other reserves
763
(1,927)
Retained earnings
3,302
3,166
4,099
1,265
Non-controlling interests
(1)
(1)
Total equity
4,098
1,264
The Financial Statements on pages 144 to 196 were approved by the Board of Directors and were signed on its behalf by Andy Ransom and
Stuart Ingall-Tombs on 16 March 2023.
Andy Ransom
Stuart Ingall-Tombs
Chief Executive
Chief Financial Officer
Rentokil Initial plc
Annual Report 2022
145
Corporate Governance
Financial Statements
Other Information
Strategic Report
Consolidated Statement of Changes in Equity
For the year ended 31 December
Attributable to equity holders of the Company
Non-
controlling
interests
£m
Total
equity
£m
Share
capital
£m
Share
premium
£m
Other
reserves
£m
Retained
earnings
£m
At 1 January 2020
18
7
(1,868)
2,844
1
1,002
Profit for the year
186
186
Other comprehensive income:
Net exchange adjustments offset in reserves
(35)
(35)
Net loss on net investment hedge
(17)
(17)
Net loss on cash flow hedge
1
(5)
(5)
Cost of hedging
(1)
(1)
Remeasurement of net defined benefit liability
(13)
(13)
Tax related to items taken directly to other comprehensive
income
4
4
Total comprehensive income for the year
(58)
177
119
Transactions with owners:
Cost of equity-settled share-based payment plans
6
6
Tax related to items taken directly to equity
3
3
Movement in the carrying value of put options
1
1
At 31 December 2020
18
7
(1,926)
3,031
1
1,131
Profit for the year
263
263
Other comprehensive income:
Net exchange adjustments offset in reserves
(18)
(18)
Net gain on net investment hedge
15
15
Net gain on cash flow hedge
1
13
13
Cost of hedging
(1)
(1)
Remeasurement of net defined benefit liability
1
1
Transfer between reserves
(10)
10
Tax related to items taken directly to other
comprehensive income
2
2
Total comprehensive income for the year
(1)
276
275
Transactions with owners:
Shares issued in the year
1
(1)
Acquisition of non-controlling interests
(8)
(2)
(10)
Dividends paid to equity shareholders
(139)
(139)
Cost of equity-settled share-based payment plans
10
10
Tax related to items taken directly to equity
5
5
Movement in the carrying value of put options
(8)
(8)
At 31 December 2021
19
7
(1,927)
3,166
(1)
1,264
Profit for the year
232
232
Other comprehensive income:
Net exchange adjustments offset in reserves
(232)
(232)
Net loss on net investment hedge
(68)
(68)
Net loss on cash flow hedge
1
(6)
(6)
Cost of hedging
(2)
(2)
Remeasurement of net defined benefit liability
2
2
Tax related to items taken directly to other
comprehensive income
11
11
Total comprehensive income for the year
(308)
245
(63)
Transactions with owners:
Shares issued in the year
6
6
Merger relief on acquisition of Terminix Global Holdings,
Inc.
3,014
3,014
Gain on stock options
2
2
Cost of issuing new shares
(16)
(16)
Dividends paid to equity shareholders
(122)
(122)
Cost of equity-settled share-based payment plans
18
18
Tax related to items taken directly to equity
(2)
(2)
Movement in the carrying value of put options
(3)
(3)
At 31 December 2022
25
9
763
3,302
(1)
4,098
1.
£6m net loss (2021: £13m net gain; 2020: £5m net loss) on cash flow hedge includes £137m gain (2021: £15m loss; 2020: £15m gain) from the effective portion of changes in fair value
offset by reclassification to the cost of acquisition of £118m gain (2021: £nil; 2020: £nil) and reclassification to the income statement of £25m gain (2021: £28m loss; 2020: £20m gain)
due to changes in foreign exchange rates.
Shares of £nil (2021: £nil; 2020: £nil) have been netted against retained earnings. This represents 19.6m (2021: 9.4m; 2020: 7.7m) shares held
by the Rentokil Initial Employee Share Trust, which is not consolidated. The market value of these shares at 31 December 2022 was £100m
(2021: £55m; 2020: £39m). Dividend income from, and voting rights on, the shares held by the Trust have been waived.
146
Rentokil Initial plc
Annual Report 2022
Analysis of other reserves
Capital
reduction
reserve
£m
Merger
relief
reserve
£m
Legal
reserve
£m
Cash flow
hedge
reserve
£m
Translation
reserve
£m
Cost of
hedging
£m
Total
£m
At 1 January 2020
(1,723)
10
1
(156)
(1,868)
Net exchange adjustments offset in
reserves
(35)
(35)
Net loss on net investment hedge
(17)
(17)
Net loss on cash flow hedge
1
(5)
(5)
Cost of hedging
(1)
(1)
Total comprehensive income for the year
(5)
(52)
(1)
(58)
At 31 December 2020
(1,723)
10
(4)
(208)
(1)
(1,926)
Net exchange adjustments offset in
reserves
(18)
(18)
Net gain on net investment hedge
15
15
Net gain on cash flow hedge
1
13
13
Transfer between reserves
(10)
(10)
Cost of hedging
(1)
(1)
Total comprehensive income for the year
(10)
13
(3)
(1)
(1)
At 31 December 2021
(1,723)
9
(211)
(2)
(1,927)
Net exchange adjustments offset in
reserves
(232)
(232)
Net loss on net investment hedge
(68)
(68)
Net loss on cash flow hedge
1
(6)
(6)
Cost of hedging
(2)
(2)
Total comprehensive income for the year
(6)
(300)
(2)
(308)
Transactions with owners:
Merger relief on acquisition of Terminix
Global Holdings, Inc.
3,014
3,014
Cost of issuing new shares
(16)
(16)
At 31 December 2022
(1,723)
2,998
3
(511)
(4)
763
1.
£6m net loss (2021: £13m net gain; 2020: £5m net loss) on cash flow hedge includes £137m gain (2021: £15m loss; 2020: £15m gain) from the effective portion of changes in fair value
offset by reclassification to the cost of acquisition of £118m gain (2021: £nil; 2020: £nil) and reclassification to the income statement of £25m gain (2021: £28m loss; 2020: £20m gain)
due to changes in foreign exchange rates.
The capital reduction reserve arose in 2005 as a result of the scheme of arrangement of Rentokil Initial 1927 plc, under section 425 of the
Companies Act 1985, to introduce a new holding company, Rentokil Initial plc, and the subsequent reduction in capital approved by the
High Court whereby the nominal value of each ordinary share was reduced from 100p to 1p.
The legal reserve represents amounts set aside in compliance with local laws in certain countries in which the Group operates. An assessment of
this reserve was completed during 2021 and determined that these amounts are no longer required to be set aside. £nil (2021: £10m, 2020: £nil)
has been transferred back to the retained earnings reserve.
The excess of the fair value of shares issued to fund the acquisition of Terminix over their par value gave rise to a new reserve called a Merger
Relief Reserve. Under section 612 of the Companies Act 2006, merger relief is available if certain circumstances are met when a business is
acquired by issuing shares to replace already issued shares. This reserve is unrealised (and therefore not distributable), but it may become
realised at a later date, for example on disposal of the investment to which it relates or on impairment of that investment (which may occur after
payment of a dividend by the investment).
Consolidated Statement of Changes in Equity
For the year ended 31 December
continued
Rentokil Initial plc
Annual Report 2022
147
Corporate Governance
Financial Statements
Other Information
Strategic Report
Consolidated Cash Flow Statement
For the year ended 31 December
Notes
2022
£m
2021
£m
2020
£m
Cash flows from operating activities
Cash generated from operating activities
C10
716
669
653
Interest received
13
5
8
Interest paid
1
(52)
(42)
(49)
Income tax paid
A13
(77)
(69)
(64)
Net cash flows from operating activities
600
563
548
Cash flows from investing activities
Purchase of property, plant and equipment
(153)
(128)
(130)
Purchase of intangible fixed assets
(37)
(32)
(23)
Proceeds from sale of property, plant and equipment
5
7
6
Acquisition of companies and businesses, net of cash acquired
B1
(1,018)
(463)
(194)
Disposal of companies and businesses
1
2
Dividends received from associates
B6
4
4
12
Net change to cash flow from investment in term deposits
1
171
(170)
Net cash flows from investing activities
(1,197)
(441)
(497)
Cash flows from financing activities
Dividends paid to equity shareholders
D1
(122)
(139)
Acquisition of shares from non-controlling interest
(9)
Capital element of lease payments
(104)
(88)
(85)
Cost of issuing new shares
(16)
Cash inflow/(outflow) on settlement of debt-related foreign exchange forward contracts
26
(19)
(24)
Proceeds from new debt
2,383
5
1,690
Debt repayments
(844)
(167)
(1,352)
Net cash flows from financing activities
1,323
(417)
229
Net increase/(decrease) in cash and cash equivalents
726
(295)
280
Cash and cash equivalents at beginning of year
242
551
274
Exchange losses on cash and cash equivalents
(89)
(14)
(3)
Cash and cash equivalents at end of the financial year
C3
879
242
551
1.
Interest paid includes the interest element of lease payments of £10m (2021: £6m; 2020: £7m).
148
Rentokil Initial plc
Annual Report 2022
Notes to the Financial Statements
General accounting policies
Basis of preparation
The Consolidated Financial Statements have been prepared in
accordance with UK-adopted International Accounting Standards (IAS)
and with the requirements of the Companies Act 2006 as applicable
to companies reporting under those standards. The Consolidated
Financial Statements also comply fully with International Financial
Reporting Standards (IFRSs) as issued by the International Accounting
Standards Board (IASB). The Consolidated Financial Statements have
been prepared under the historical cost convention, as modified by
the revaluation of certain financial assets and liabilities (including
derivative instruments). Certain financial and equity instruments have
been measured at fair value.
The Group uses a number of non-GAAP measures to present the
financial performance of the business which are not defined under
International Financial Reporting Standards (IFRS). An explanation
of these Alternative Performance Measures (APMs), along with
reconciliation to the nearest equivalent IFRS measure, can be found
in the relevant notes to the financial statements.
Climate change
The Group has updated its detailed review of expected climate
change impacts on the business and its assets and liabilities to
establish any adjustments required and what reporting is necessary
in its Financial Statements for 2022 under a 1.5–2.0 degree pathway.
This process has been completed to ensure material accuracy of the
financial reporting and that disclosure of relevant information complies
with the requirements of IAS 1.
The process has involved a detailed review of material revenue
segments, all balance sheet line items and each element of the
Group’s commitment to reach net zero by 2040, to identify if any of
these items is expected to be materially impacted in a negative or
positive way by weather, legislative, societal or revenue/cost changes.
The conclusions of this process have been reviewed and agreed by
the Audit Committee on 8 December 2022.
The conclusion of the review was that, while there will undoubtedly
be impacts on the Group, the highly disaggregated nature of the
operations of the Group significantly reduces the risk profile to
impacts from weather-related changes. The changes necessary to
achieve net zero will not have a materially adverse impact on the cash
flows of the Group and indeed, warmer climates may present some
opportunities. Societal and legislative impacts are not considered to
have a material impact on any one segment such that we need to
break out reporting in a different way to previous years. Judgements
are not considered to be significant, although clearly understanding
of climate change is developing with time. The area with the most
judgement is goodwill impairment testing and a description is given
in Note B2 of the incremental processes undertaken to assess the
climate change impact on the valuations. Management review has
concluded that there is no material impact and that no further
disclosure is required.
Going concern
The Directors have prepared Board-approved cash flow forecasts
that demonstrate that the Group has sufficient liquidity to meet its
obligations as they fall due for the period of at least 12 months from
the date of approval of these Financial Statements.
Additionally, the Directors have assessed severe but plausible
downside scenarios. The downside scenarios include a revenue
decline of 20% against base budget for six months or for 12 months,
and a one off ‘shock’ in the form of a cash loss of £200m. All of these
scenarios are considerably worse than the actual impact of the
COVID-19 pandemic in 2020. Were the Group to need to access
additional funds it would be able to manage cash outflows through
cost savings, adjusting the level of M&A activity and/or dividends paid,
which are all within the Group’s control.
The Directors have therefore concluded that the Group will have
sufficient liquidity to continue to meet its liabilities as they fall due for
this period and therefore have prepared the Financial Statements on
a going concern basis.
Consolidation
(a) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls
an entity when it (i) has power over the entity; (ii) is exposed or has
rights to variable returns from its involvement with the entity; and (iii)
has the ability to affect those returns through its power over the entity.
The Group reassesses whether or not it controls a subsidiary if facts
and circumstances indicate that there are changes to one or more of
these three elements of control.
The Financial Statements of subsidiaries are included in the
Consolidated Financial Statements from the date that control
commences until the date that control ceases. Inter-company
transactions, balances, and gains and losses on transactions between
Group companies are eliminated on consolidation. When less than
100% of the issued share capital of a subsidiary is acquired, and the
acquisition includes an option to purchase the remaining share capital
of the subsidiary, the anticipated acquisition method is applied where
judged appropriate to do so. The judgement is based on the risks and
rewards associated with the option to purchase, meaning that no
non-controlling interest is recognised. A liability is carried on the
balance sheet equal to the fair value of the option to purchase. This is
revised to the fair value at each reporting date with differences being
recorded in equity.
Where the Group ceases to have control of a subsidiary, the assets
and liabilities are derecognised along with any related non-controlling
interest and other components of equity. Any resulting gain or loss
is recognised in the income statement. Any interest retained in the
former subsidiary is measured at fair value when control ceases.
Changes in the Group’s interest in a subsidiary that do not result
in a loss of control are accounted for as equity transactions.
Losses applicable to the non-controlling interests in a subsidiary are
allocated to the non-controlling interests, which may cause the
non-controlling interests to have a deficit balance. Consideration in
excess of net identifiable assets acquired in respect of non-controlling
interests in existing subsidiary undertakings is taken directly to equity.
(b) Associates
Associates are those entities in which the Group has significant
influence over the financial and operating policies, but not control.
Significant influence is usually presumed to exist when the Group
holds between 20% and 50% of the voting power of another entity.
Associates are accounted for using the equity method and are initially
recognised at cost. The Group’s investment includes goodwill
identified on acquisition, net of any accumulated impairment losses.
The Consolidated Financial Statements include the Group’s share of
the total comprehensive income and equity movements of equity
accounted investees, from the date that significant influence
commences until the date that significant influence ceases. When the
Group’s share of losses exceeds its interest in an equity accounted
investee, the carrying amount is reduced to nil and recognition of
further losses is discontinued except to the extent that the Group has
incurred legal or constructive obligations or made payments on behalf
of an investee.
Gains and losses on transactions between the Group and its
associates are eliminated to the extent of the Group’s interest in the
associates.
Rentokil Initial plc
Annual Report 2022
149
Corporate Governance
Financial Statements
Other Information
Strategic Report
Notes to the Financial Statements
continued
Foreign currency translation
(a) Functional and presentation currency
Items included in the Financial Statements of each of the Group’s
entities are measured using the currency of the primary economic
environment in which the entity operates (the functional currency).
The Consolidated Financial Statements are presented in sterling,
which is the functional currency of Rentokil Initial plc.
(b) Group companies
The results and financial position of all the Group entities that have
a functional currency different from the presentation currency are
translated into the presentation currency as follows:
(i)
assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of the balance sheet;
(ii) income and expenses for each income statement are translated
at average exchange rates; and
(iii) all resulting exchange differences are recognised as a separate
component of equity.
On consolidation, exchange differences arising from the translation
of the net investment in foreign entities, and of borrowings and other
currency instruments designated as hedges of such investments or
deemed to be quasi-equity, are taken to other comprehensive income.
When a foreign operation is sold, such exchange differences are
recognised in the income statement as part of the gain or loss on sale.
(c) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions, or from the translation of monetary
assets and liabilities denominated in foreign currencies at reporting
period end exchange rates, are recognised under the appropriate
heading in the income statement; except when deferred in equity as
qualifying net investment hedges or where certain intra-group loans
are determined to be quasi-equity (normally not expected to be
repaid).
(d) Financial reporting in hyperinflationary economies
With effect from 1 May 2022 the Group purchased Ecotec
Interocéanica S.A., a company which has operations in Argentina and
uses the Argentine peso as its functional currency. The Argentinian
economy was designated as hyperinflationary from July 2018. As a
result, application of IAS 29 Financial Reporting in Hyperinflationary
Economies has been applied for the Argentinian subsidiary, from the
date of acquisition.
During 2022, Turkey, a country in which the Group has operated for
many years, was designated as hyperinflationary. The Group also has
operations in Lebanon which remains hyperinflationary.
The IAS 29 rules are applied as follows:
(i)
adjustment of the income statement at the end of the reporting
period using the change in general price index;
(ii) adjustment of historical cost non-monetary assets and liabilities for
the change in purchasing power caused by inflation from the date
of initial recognition to the balance sheet date; and
(iii) adjustment of the income statement to reflect the impact of
inflation and exchange rate movement on holding monetary assets
and liabilities in local currency.
Consumer Price Indices have been used for the relevant
hyperinflationary adjustments. The indices used for these adjustments
are as follows:
Country
Index at 1 January 2022
Index at 31 December 2022
Argentina
716.94
1
1,134.59
Lebanon
921.40
2,045.46
Turkey
686.95
1,128.45
1.
Index from effective date of 1 May 2022.
Financial instruments
Financial assets and financial liabilities are recognised when the
Group becomes a party to the contractual provisions of the relevant
instrument, and derecognised when it ceases to be a party to such
provisions. Note C5 on page 182 of these notes discusses accounting
for financial instruments.
Financial assets
The Group classifies its financial assets depending on the purpose
for which the financial assets were acquired. At initial recognition
the Group carries out a solely payment of principal and interest (SPPI)
test and a business model test to establish the classification and
measurement of its financial assets. Financial assets are classified
in the following categories:
(a) Amortised cost
Financial assets under this classification are non-derivative financial
assets held to collect the contractual cash flows until maturity and the
cash flows are SPPI. Assets measured at amortised cost include trade
and other receivables, cash and cash equivalents (excluding money
market funds which are classified as fair value through profit and loss)
and other investments.
(b) Fair value through other comprehensive income (FVTOCI)
These are non-derivative financial assets which can be for sale with
cash flows that are SPPI. These assets are measured at fair value and
changes to market values are recognised in other comprehensive
income. The Group has no assets classified under this category.
(c) Fair value through profit and loss (FVTPL)
Financial assets under this classification are assets that cannot be
classified in any of the other categories. These assets are measured
at fair value and changes to market values are recognised in profit
and loss.
Financial liabilities
All financial liabilities are stated at amortised cost using the effective
interest rate method except for derivatives, which are classified as
held for trading (except where they qualify for hedge accounting) and
are held at fair value.
Financial liabilities held at amortised cost include trade payables,
deferred consideration and borrowings.
Sources of estimation uncertainty and significant accounting
judgements
The use of estimates, assumptions and judgements in the application
of the Group’s accounting policies is explained below, with major
sources of estimation uncertainty and significant judgements
separately identified.
Assumptions and estimation uncertainties
The Group makes estimates and assumptions concerning the future.
Estimates and assumptions are continually evaluated and are based
on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates and
revisions to estimates are recognised prospectively. Sensitivities to
the estimates and assumptions are provided, where relevant, in the
notes to the Financial Statements.
The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are listed below (please refer to the
relevant notes for further detail):
(a) Termite damage claim provisions
With the acquisition of Terminix in October 2022, the Group assumed
a liability for termite damage claims, based on customers existing
at the acquisition date, for which a provision has been estimated.
The liability arises where termite prevention treatments have been
ineffective, resulting in damage to property. The assumptions used
to estimate the historical termite damage claim provisions are based
on an assessment of the volume and value of future claims (based
on historical information), customer churn rate and discount rates.
An additional provision is recognised for all new customers after the
acquisition date upon commencement of the contract, based on the
150
Rentokil Initial plc
Annual Report 2022
estimated average claim cost per customer over the lifetime of the
contract. The trend of volume and value of claims will be monitored
and reviewed over time and as such the value of the provisions are
also likely to change. Sensitivity analysis is provided in Note A6.
(b) Provisions for uncertain tax positions
The Group holds significant provisions for uncertain tax positions on
the basis of amounts expected to be paid to the tax authorities. The
Group’s current tax liabilities reflect management’s best estimate of
the future amounts of corporation tax that will be settled. However the
actual outcome could be significantly different to the estimate made,
as the ultimate tax liability cannot be known until a resolution has been
reached with the relevant tax authority, or the issue becomes time
barred. Note A13 discusses in detail why the provisions are taken and
explains the estimation uncertainty; however management considers
it to be impracticable to disclose the extent of the possible effects of
assumptions made.
Significant accounting judgements
Judgements made in applying accounting policies that have the most
significant effects on the amounts recognised in the Financial
Statements are discussed below:
(a) Useful economic life of brands
The Terminix US brand, acquired in October 2022, has been assessed
as having an indefinite useful life. Prior to this acquisition all brands
were considered by management to have finite useful lives.
Indefinite-lived assets do not get amortised and therefore if
management had judged that the Terminix brand had a finite life then
there would be a significant amortisation expense recognised annually
in the income statement. The Terminix brand has been valued at
£1,292m, which based on a typical 15-year life would result in a £86m
annual amortisation charge.
Other accounting estimates
The Consolidated Financial Statements include other areas of
accounting estimates that do not meet the definition under IAS 1 of
significant accounting estimates or accounting judgements. The
recognition and measurement of certain material assets and liabilities
are based on assumptions and/or are subject to longer-term
uncertainties as follows:
(a) Impairment of goodwill and other assets
The annual review for potential impairment of goodwill and other
indefinite-lived intangible assets is primarily based on a value-in-use
model. This model uses discounted cash flows to assess whether the
goodwill carrying value can be supported or whether impairment is
required. The model uses the following assumptions about the future:
A
Revenue growth rate
A
Operating profit margin
A
Discount rate
A
Long-term growth rate (inflation)
If the actual outcome is different to the estimated performance, or
there is an unfavourable movement in the timing or amount of any of
the assumptions used, this could lead to a material adjustment to the
carrying amount of the asset within the next financial year. Note B2
explains the impairment review process undertaken in the year.
(b) Self-insurance provisions
The Group self-insurance provision increased significantly through the
acquisition of Terminix in October 2022. Self-insurance provisions are
valued annually by external actuaries. Although the carrying value of
the provision is significant, it is not expected that there would be any
change to assumptions that would cause a significant adjustment to
the carrying value in the next financial year and any impact would be
expected to crystallise over the long term. Self-insurance provisions
are disclosed in Note A6.
(c) Put options
In 2017, the Group acquired 57% of the share capital in PCI India. The
remaining 43% is subject to put options where the seller may require
the Group to purchase the remaining shares in stages over a fixed
term between 2023 and 2027. The Group recognised a put option
liability for the anticipated acquisition of these shares in contingent
consideration, and any movements in the carrying value are
recognised through equity. The put options are valued at £45m, but
any changes to the assumptions would not have a material effect on
this valuation. Put option liabilities are disclosed in Note A5.
Standards, amendments and interpretations to published standards
that are mandatorily effective for the current year
Except as described below, the accounting policies applied in these
Financial Statements are the same as those applied in the Group’s
Consolidated Financial Statements for the year ended 31 December
2021.
The Group has adopted the following new standards and amendments
to standards, including any consequential amendments to other
standards, with effect from 1 January 2022:
A
amendments to IAS 16 Property, Plant and Equipment;
A
amendments to IFRS 3 Reference to the Conceptual Framework;
A
amendments to IAS 37 Onerous Contracts; and
A
annual improvements to IFRS Standards 2018–2020.
The application of these amendments has had no material impact on
the disclosures of the amounts recognised in the Group’s
Consolidated Financial Statements. Consequently, no adjustment has
been made to the comparative financial information at 31 December
2021.
Certain new accounting standards, amendments to accounting
standards and interpretations have been published that are not
mandatory for 31 December 2022 reporting periods and have not
been early adopted by the Group. These standards, amendments or
interpretations are not expected to have a material impact on the
entity in the current or future reporting periods and on foreseeable
future transactions.
Rentokil Initial plc
Annual Report 2022
151
Corporate Governance
Financial Statements
Other Information
Strategic Report
A. Operating
A1. Revenue recognition and operating segments
Revenue recognition
Revenue represents the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group
expects to be entitled. All revenue is considered revenue from contracts with customers as defined by IFRS 15, including job work and sales
of goods. Under IFRS 15, revenue is recognised when a customer obtains control of goods or services in line with identifiable performance
obligations. In the majority of cases the Group considers that the contracts it enters into are contracts for bundled services which are accounted
for as a single performance obligation. Accordingly the majority of revenue across the Group is recognised on an output basis evenly over the
course of the contract because the customer simultaneously receives and consumes the benefits provided by the Group’s performance as it
performs. Job work is short-term contract revenue whereby the period of service is typically less than one month in duration. The performance
obligations linked to this revenue type are individual to each job due to their nature, with revenue being recognised at a point in time on
completion. Where consumables are supplied separately from the service contract, revenue is recognised at the point the goods transfer.
The transaction price reported for all contracts is the price agreed in the contract and there are no material elements of variable consideration,
financing component or non-cash consideration. The Group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose
information about remaining performance obligations because the Group has a right to consideration from customers in an amount that
corresponds directly with the value to the customer of the performance obligations completed to date.
Disaggregation of revenue into region, category and major type of revenue stream is shown below under segmental reporting.
Performance obligations
Revenue recognised over time – contract service revenue
These are mainly full-service contracts, inclusive of equipment, maintenance and consumables as required. The inclusive service is treated
as a single performance obligation.
A
Pest Control:
the Group offers a range of services with the most common being general pest maintenance contracts. Under this type of contract
the Group promises to provide a pest control service for the duration of the contract. In order to fulfil this promise, equipment is supplied (such
as bait boxes) and a technician maintains and monitors the equipment at a set number of visits per year, plus any additional call-outs as required;
so there is a stand-ready element to the service as well as an ongoing service. The Group considers that this type of contract is a bundled service
as the goods and services are not distinct in the context of the contract; equipment is not supplied without the service.
The Group offers certain termite contracts across a limited number of countries (including North America) where there is a single performance
obligation. In these contracts revenue is recognised as the performance obligation is satisfied, which is generally over a short time period of a
few days. These contracts include assurance warranties that last for a period of 12 months from the date of service, but the warranty is not
considered to be a performance obligation under IFRS 15. These contracts are annual contracts and are therefore recognised as contract
service revenue. Some smaller acquired businesses have legacy termite contract terms that do offer service warranties, resulting in a spread of
revenues over the contractual year. All new customer contracts for termite treatments have been aligned across North America for all brands
from January 2023 resulting in a singular accounting treatment going forward.
A
Hygiene & Wellbeing:
the Group offers a similar type of service to Pest Control, providing washroom equipment, consumables and a technician
to service the washroom. This type of contract will include a set number of visits. Dispensers are replenished by the technician. Management
considers that the supply of goods and services are not distinct in the context of the contract. Dispensers and other equipment would not be
supplied without providing the full service; the equipment is controlled by the Group and ownership does not transfer to the customer. Also
included are contracts relating to interior landscaping, specifically the supply and maintenance of interior plants. Maintenance is only offered for
plants that were supplied by the Group and therefore the services are not distinct in the context of the contract. The assets are positioned and
situated by our technicians and the customer is not permitted to relocate them. At the end of the contract any assets on the customer’s site are
recovered.
A
France Workwear:
the main type of contract is for supply and laundering of garments for commercial organisations. Supply and laundry are not
offered separately, therefore management considers the services not to be distinct in the context of the contract. The service is treated as a
bundle and a single performance obligation. Any equipment remains under ownership and control of the Group.
Revenue recognised at a point in time – job work
These services are short term in nature and only an immaterial amount would straddle an accounting period end. There is usually only one
performance obligation with revenue recognised at the point of completion of the work.
A
Pest Control:
an example of this type of revenue in the Pest Control category is bird-proofing which is a one-off installation that, depending on the
size of the site, may take between a few days and several weeks to complete. There is a single performance obligation (to install bird-proofing) and
the customer is billed, and revenue recognised, at the end of the job.
A
Hygiene & Wellbeing:
this type of revenue is generated, for example, by our Specialist Hygiene team which performs specialist cleaning services
such as graffiti removal, deep cleaning of kitchens and washrooms, trauma cleaning, flood or fire damage cleaning, and specialist deep cleaning
services. These are usually short-term jobs (less than one week) and usually there is a single performance obligation with revenue recognised on
completion of the job.
Revenue recognised at a point in time – sale of goods
Sale of products and consumables relates mainly to the pest distribution businesses which sell pest control products to retailers and the pest
control industry. In the Hygiene & Wellbeing business there are some sales of consumables to customers. In all cases, revenue is recognised at
the point in time that ownership transfers to the customer.
The Group does not consider that any judgements were made that would have a significant impact on the amount or timing of revenue
recognised. The contracts in the business where revenue is recognised over time are repetitive and are based on short cycles that repeat many
times per year. Therefore, if revenue had been considered to be recognised at a point in time rather than over time, the in-year impact would be
immaterial.
The Group makes a charge against revenue for credit notes not yet issued at the balance sheet date. Due to prolonged government lockdowns in
the year ended 31 December 2020 where customer sites could not be accessed, the charge for credit notes related to the UK (which makes up a
significant part of the Group credit note charge) increased significantly. This charge was estimated using data on incomplete service visits and
Notes to the Financial Statements
continued
152
Rentokil Initial plc
Annual Report 2022
credit notes already issued in the year. The range of estimation uncertainty affecting the reported UK & Ireland revenue of £288m was estimated
to be between £(1)m and £5m. As the pandemic subsided during 2021 and lockdowns in the UK were lifted, the estimate of the level of credit
notes required became more certain, which affected the amount of revenue recognised in 2021. By the end of 2022 credit note provisions had no
material impact on revenue recognised.
Contract costs
Contract costs are mainly incremental costs of obtaining contracts (primarily sales commissions directly related to contracts obtained), and to a
lesser extent costs to fulfil contracts which are not within the scope of other standards (mainly incremental costs of putting resources in place to
fulfil contracts).
It is anticipated that these costs are recoverable over the life of the contract to which they relate. Accordingly, the Group capitalises them as
contract costs and amortises them over the expected life of the contracts. Management takes a portfolio approach to recognising contract costs,
and the expected length of contracts across the Group and associated amortisation periods are between three and seven years.
The contract costs recognised in the balance sheet at the period end amounted to £182m (2021: £75m; 2020: £68m). The amount of amortisation
recognised in the period was £39m (2021: £30m; 2020: £28m) and impairment losses were £nil (2021: £nil; 2020: £nil).
Applying the practical expedient in paragraph 94 of IFRS 15, the Group recognises the incremental costs of obtaining contracts as an expense
when incurred if the amortisation period of the assets that the Group otherwise would have recognised is one year or less.
Contract liabilities
Contract liabilities relate to advance consideration received from customers where the performance obligations have yet to be satisfied.
All opening balances have subsequently been satisfied in the year. In most business categories where revenue is recognised over time,
customers are invoiced in advance or simultaneously with performance obligations being satisfied.
Segment reporting
Segmental information has been presented in accordance with IFRS 8 Operating Segments on page 154. The Group’s operating segments are
regions and this reflects the internal management reporting structures and the way information is reviewed by the chief operating decision maker
(the Chief Executive). Each region is headed by a Regional Managing Director who reports directly to the Chief Executive and is a member of the
Group’s Executive Leadership Team responsible for the review of Group performance. The businesses within each operating segment operate in
a number of different countries and sell services across three business segments.
Up to the end of 2021 the Group operated three business segments: Pest Control, Hygiene and Protect & Enhance. In response to the rising
importance of hygiene and wellbeing services, Rentokil Initial reorganised its business segments, primarily expanding the former Hygiene
segment to become Hygiene & Wellbeing and allocating the businesses in its former Protect & Enhance segment, effective from 1 January 2022.
The Protect & Enhance segment had included five businesses: Ambius, Property Care, Dental Services, Cleanroom Services and Workwear
(France). The Ambius, Dental Services and Cleanroom Services businesses have been added to the enlarged segment, now called Hygiene &
Wellbeing, the Property Care business has been added to the Pest Control segment, and Workwear (France) has been left as a standalone
segment. At the same time, changes were made to the regional structure, designed to provide clearer geographic links and align growth
strategies, as follows:
A
North America: Puerto Rico joined the Latin America (LATAM) region
A
Europe: Includes Nordics (Norway, Sweden, Finland, Denmark and Poland), previously in UK & Rest of World region. Also continues to include
LATAM
1
which has been expanded to include Caribbean (formerly in UK & Rest of World) and Puerto Rico (formerly in North America)
A
UK & Sub-Saharan Africa: No change to UK, Ireland & Baltics. Sub-Saharan Africa remained in this region. Other Rest of World countries
(MENAT and Caribbean) moved to other regions
A
Asia & MENAT: Enlarged region includes Asia and MENAT countries
A
Pacific: No change
1.
The LATAM region is combined with Europe. It is the Group’s smallest region and not considered reportable under the quantitative thresholds in IFRS 8. It is combined with Europe as it
historically reported through this region, it is similar in nature to the Europe businesses and has language and cultural alignment.
The financial information presented has been restated to reflect these changes.
Disaggregated revenue under IFRS 15 is the same as the segmental analysis below. Restructuring costs and central and regional costs are
presented at a Group level as they are not targeted or managed at reportable segment level. The basis of presentation is consistent with the
information reviewed by internal management.
Adjusted profit measures
Adjusted profit measures are used to give management and other users of the accounts a clear understanding of the underlying profitability of
the business over time. Adjusted profit measures are calculated by adding the following items back to the equivalent GAAP profit measure:
A
amortisation and impairment of intangible assets (excluding computer software);
A
one-off and adjusting items; and
A
net interest adjustments.
Intangible assets (such as customer lists and brands) are recognised on acquisition of businesses which, by their nature, can vary by size and
amount each year. Capitalisation of innovation-related development costs will also vary from year to year. As a result, amortisation of intangibles
is added back to assist with understanding the underlying trading performance of the business and to allow comparability across regions and
categories (see table on page 157).
One-off and adjusting items are significant expenses or income that will have a distortive impact on the underlying profitability of the Group.
Typical examples are costs related to the acquisition of businesses, gain or loss on disposal or closure of a business, material gains or losses on
disposal of fixed assets, adjustments to legacy property-related provisions (environmental liabilities), and payments or receipts as a result of legal
disputes. An analysis of one-off and adjusting items is set out on page 156.
Net interest adjustments are other non-cash or one-off accounting gains and losses that can cause material fluctuations and distort
understanding of the performance of the business, such as net interest on pension schemes and interest fair value adjustments. These
adjustments are made to aid year-on-year comparability (see Note C9 on page 186).
Rentokil Initial plc
Annual Report 2022
153
Corporate Governance
Financial Statements
Other Information
Strategic Report
Revenue and Profit
Revenue
2022
£m
Revenue
1
2021
£m
Revenue
1
2020
£m
Operating
profit
2022
£m
Operating
profit
1
2021
£m
Operating
profit
1
2020
£m
North America
2
Pest Control
1,746
1,149
979
297
187
131
Hygiene & Wellbeing
103
142
218
18
29
78
1,849
1,291
1,197
315
216
209
Europe (incl. LATAM)
Pest Control
427
350
324
103
92
75
Hygiene & Wellbeing
322
316
330
53
54
59
France Workwear
192
166
173
31
17
19
941
832
827
187
163
153
UK & Sub-Saharan Africa
Pest Control
187
176
163
48
46
37
Hygiene & Wellbeing
183
183
164
48
49
22
370
359
327
96
95
59
Asia & MENAT
Pest Control
231
187
171
34
25
20
Hygiene & Wellbeing
90
84
92
11
11
16
321
271
263
45
36
36
Pacific
Pest Control
104
90
81
16
14
15
Hygiene & Wellbeing
123
107
97
32
25
20
227
197
178
48
39
35
Central and regional overheads
6
7
11
(108)
(97)
(95)
Restructuring costs
(12)
(10)
(13)
Revenue and Adjusted Operating Profit
3,714
2,957
2,803
571
442
384
Adjusted Operating Profit Margin
15.4%
14.9%
13.7%
One-off and adjusting items
(136)
(21)
(8)
Amortisation and impairment of intangible assets
3
(118)
(74)
(82)
Operating Profit
317
347
294
Operating Profit Margin
8.5%
11.7%
10.5%
Share of profit from associates (net of tax)
9
8
8
Net adjusted interest payable
(48)
(34)
(37)
Net interest adjustments
18
4
(35)
Profit Before Tax
296
325
230
Net interest adjustments
(18)
(4)
35
One-off and adjusting items
136
21
8
Amortisation and impairment of intangible assets
3
118
74
82
Adjusted Profit Before Tax
532
416
355
1.
During 2022, internal management reporting structures changed and revenue and profit have been represented for 2020 and 2021 under the new structure.
2. During 2022 there were impairment losses recognised in North America of £17m (2021: £nil; 2020: £nil) related to ROU assets and £8m (2021: £nil; 2020: £nil) related to property, plant
and equipment.
3. Excluding computer software.
Notes to the Financial Statements
continued
154
Rentokil Initial plc
Annual Report 2022
Revenue and operating profit relate to the main groups of business segment and activity: Pest Control, Hygiene & Wellbeing and France
Workwear. Central and regional overheads represent corporate expenses that are not directly attributable to any reportable segment. Business
segment revenue and operating profit are shown in the table below:
Revenue
2022
£m
Revenue
2021
£m
Revenue
1
2020
£m
Operating
profit
2022
£m
Operating
profit
2021
£m
Operating
profit
1
2020
£m
Pest Control
2,695
1,952
1,718
498
364
278
Hygiene & Wellbeing
821
832
901
162
168
195
France Workwear
192
166
173
31
17
19
Total business segments
3,708
2,950
2,792
691
549
492
Central and regional overheads
6
7
11
(108)
(97)
(95)
Restructuring costs
(12)
(10)
(13)
Revenue and Adjusted Operating Profit
3,714
2,957
2,803
571
442
384
One-off and adjusting items
(136)
(21)
(8)
Amortisation and impairment of intangible assets
2
(118)
(74)
(82)
Operating Profit
317
347
294
1.
During 2022, internal management reporting structures changed and revenue and profit have been represented for 2020 and 2021 under the new structure.
2. Excluding computer software.
Organic Revenue measures
Acquisitions are a core part of the Group’s growth strategy. Organic Revenue Growth measures are used to help understand the underlying
performance of the Group. Organic Revenue Growth represents the growth in revenue excluding the effect of businesses acquired during the
year. Acquired businesses are included in organic measures in the year following acquisition, and the comparative period is adjusted to include
an estimated full-year performance for growth calculations (pro forma revenue). The Terminix acquisition is treated differently to other acquisitions
for Organic Revenue Growth purposes, with the growth in revenue not being excluded. The full pre-acquisition results of the Terminix business
are included for the comparative period and Organic Revenue Growth calculated as the growth in revenue compared with the comparative
period.
Organic Revenue Growth
excluding disinfection
Organic Revenue Growth
including disinfection
2022
%
2021
%
2022
%
2021
%
North America
5.7%
8.7%
3.2%
1.5%
Europe (incl. LATAM)
9.1%
4.7%
6.3%
1.9%
UK & Sub-Saharan Africa
4.7%
12.3%
2.9%
9.9%
Asia & MENAT
11.0%
5.8%
6.8%
4.9%
Pacific
7.9%
6.4%
7.5%
6.3%
Group
6.6%
7.0%
4.2%
2.9%
Pest Control
5.6%
8.2%
5.6%
8.2%
Hygiene & Wellbeing
9.3%
7.2%
(4.0)%
(5.7)%
France Workwear
16.6%
1.5%
16.6%
1.5%
Group
6.6%
7.0%
4.2%
2.9%
Revenue from external customers attributed to the UK amounted to £296m (2021: £292m; 2020: £260m), with overseas countries accounting for
the balance of £3,418m (2021: £2,665m; 2020: £2,543m). The only countries accounting for more than 10% of revenue from external customers
are the US, totalling £1,786m (2021: £1,240m; 2020: £1,153m), and France, totalling £338m (2021: £306m; 2020: £310m).
The Group is not reliant on turnover from transactions with any single customer and does not receive 10% or more of its turnover from
transactions with any single customer.
Segment assets and liabilities are not provided because they are not reported to or reviewed by our chief operating decision-maker.
Rentokil Initial plc
Annual Report 2022
155
Corporate Governance
Financial Statements
Other Information
Strategic Report
Revenue and non-current assets for the country of domicile (UK), the United States, France, Australia, India, and Spain (being the largest countries
outside the UK) and for all other countries are:
Revenue
2022
£m
Non-current
assets
1
2022
£m
Revenue
2021
£m
Non-current
assets
1
2021
£m
Revenue
2020
£m
Non-current
assets
1
2020
£m
UK
296
192
292
180
260
176
USA
1,786
7,033
1,240
1,768
1,153
1,550
France
338
268
306
234
310
249
Australia
166
132
149
120
132
114
India
58
83
54
81
49
82
Spain
56
76
46
42
44
41
Other countries
1,014
688
870
454
855
411
Total
3,714
8,472
2,957
2,879
2,803
2,623
1.
Non-current assets include intangible assets, property, plant and equipment, right-of-use assets, contract cost assets and non-current other receivables.
Analysis of revenue by type
Revenue
2022
£m
Revenue
2021
£m
Revenue
2020
£m
Recognised over time
Contract service revenue
2,610
2,009
1,878
Recognised at a point in time
Job work
724
641
651
Sales of goods
380
307
274
Total
3,714
2,957
2,803
One-off and adjusting items – operating
One-off and adjusting items
cost/(income)
£m
One-off and adjusting items
tax impact
£m
One-off and adjusting items
cash inflow/(outflow)
£m
2020
Acquisition and integration costs
15
(3)
(15)
Pension scheme closure in North America
(7)
2
UK pension scheme – return of surplus
1
9
Other
(1)
4
Total
8
(2)
(2)
2021
Acquisition and integration costs
13
(1)
(12)
Terminix acquisition costs
6
(6)
Other
2
(1)
(9)
Total
21
(2)
(27)
2022
Acquisition and integration costs
5
(2)
(13)
Fees relating to Terminix acquisition
68
(4)
(38)
Terminix integration costs
62
(14)
(32)
UK pension scheme – return of surplus
1
22
Other
1
2
Total
136
(20)
(59)
1.
More information about the UK pension scheme buy-out can be found in Note A10.
Notes to the Financial Statements
continued
156
Rentokil Initial plc
Annual Report 2022
Other segment items included in the consolidated income statement are as follows:
Amortisation and
impairment of
intangibles
1
2022
£m
Amortisation and
impairment of
intangibles
1
2021
£m
Amortisation and
impairment of
intangibles
1
2020
£m
North America
59
34
30
Europe (incl. LATAM)
29
14
15
UK & Sub-Saharan Africa
9
9
Asia & MENAT
20
7
17
Pacific
4
4
4
Central and regional
6
6
7
Disposed businesses
Total
118
74
82
Tax effect
(25)
(18)
(18)
Total after tax effect
93
56
64
1. Excluding computer software.
A2. Earnings per share
Basic earnings per share is calculated by dividing the profit after tax attributable to equity holders of the Company by the weighted average
number of shares in issue during the year, excluding those held in the Rentokil Initial Employee Share Trust (see note at the bottom of the
Consolidated Statement of Changes in Equity) which are treated as cancelled, and including share options for which all conditions have been met.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to include all potential dilutive ordinary
shares. The Group’s potentially dilutive ordinary shares relate to the contingent issuable shares under the Group’s long-term incentive plans
(LTIPs) to the extent that the performance conditions have been met at the end of the period. These share options are issued for nil consideration
to employees if performance conditions are met.
Adjusted Earnings Per Share is calculated by dividing adjusted profit from continuing operations attributable to equity holders of the Company by
the weighted average number of ordinary shares in issue. Adjusted profit measures are explained in Note A1 on page 153.
For the calculation of diluted earnings per share, 1,290,294 share options were anti-dilutive and not included in the calculation of the dilutive
effect as at 31 December 2022 (31 December 2021: nil).
Details of the calculation of earnings per share are set out below:
2022
£m
2021
£m
2020
£m
Profit attributable to equity holders of the Company
232
263
186
One-off and adjusting items
136
21
8
Amortisation and impairment of intangibles
1
118
74
82
Net interest adjustments
2
(18)
(4)
35
Tax on above items
3
(41)
(18)
(26)
Adjusted profit attributable to equity holders of the Company
427
336
285
Weighted average number of ordinary shares in issue (million)
2,002
1,858
1,853
Adjustment for potentially dilutive shares (million)
12
8
10
Weighted average number of ordinary shares for diluted earnings per share (million)
2,014
1,866
1,863
Basic earnings per share
11.57p
14.16p
10.03p
Diluted earnings per share
11.51p
14.10p
9.98p
Basic Adjusted Earnings Per Share
21.34p
18.07p
15.37p
Diluted Adjusted Earnings Per Share
21.22p
17.99p
15.29p
1. Excluding computer software.
2. Includes: net interest credit from pensions £nil (2021: £nil; 2020: £1m); finance costs from hedge accounting recognised in other comprehensive income £nil (2021: £4m; 2020: £5m);
IFRS 16 interest adjustment £nil (2021: £nil; 2020: £(2)m); interest fair value adjustment £21m (2021: £nil; 2020: £(38)m); discount unwind £(3)m (2021: £nil; 2020: £nil).
3. One-off and adjusting items £20m (2021: £2m; 2020: £2m); amortisation and impairment of intangibles £25m (2021: £18m; 2020: £18m); net interest adjustments £(3)m (2021: £(1)m;
2020: £6m).
Rentokil Initial plc
Annual Report 2022
157
Corporate Governance
Financial Statements
Other Information
Strategic Report
A3. Trade and other receivables
The Group’s trade receivables are recognised at the transaction price less provision for impairment. They are generally due for settlement within
30 days and are therefore all classified as current. The amount of the provision for impairment is recognised in the income statement and
movements on provisions for impaired trade receivables are recognised within operating expenses in the income statement. Amounts are
generally charged to the provision for impairment of trade receivables when there is no expectation of recovering additional cash.
Expected credit loss (ECL) calculations are performed quarterly and are used to calculate the provision. ECL calculations are a probability
weighted estimate of credit losses and are performed at country level. The Group applies the simplified method of applying lifetime ECLs to trade
receivables using an allowance matrix to measure the ECLs of trade receivables from its customers, which comprise customer portfolios across
several countries. Credit risk factors that are considered as part of ECL calculations may include, but are not limited to: payment history, customer
size, customer type (national/residential/commercial/government), age of debt, industry strength, economy, environmental factors such as climate
change and product or service provided.
There is limited concentration of credit risk with respect to trade receivables due to the Group’s customer base being large and diverse. The
amount of credit risk with respect to customers is represented by the carrying amount on the balance sheet. The Group policy is that credit
facilities for new customers are approved by designated managers at regional level. Credit limits are set with reference to trading history and
reports from credit rating agencies where they are available. Where this is not feasible the Group may request payment in advance of work being
carried out, or settlement by credit card on completion of the work. There are no trade receivables that would otherwise be past due or impaired
whose terms have been renegotiated.
2022
£m
2021
£m
Trade receivables
692
474
Less: provision for impairment of trade receivables
(70)
(50)
Trade receivables – net
622
424
Other receivables
110
63
Prepayments
79
35
Accrued income
1
111
19
Total
922
541
Analysed as follows:
Non-current
90
14
Current
832
527
Total
922
541
1.
Accrued income has increased in the year primarily due to the acquisition of Terminix. At the balance sheet date, US Terminix makes up £90m (2021: £nil) of the accrued income
balance.
All of the Group’s provision for impairment relates to trade receivables. Analysis of the Group’s provision for impairment of trade receivables is as
follows:
2022
£m
2021
£m
At 1 January
50
61
Exchange differences
(1)
Additional provision
30
26
Receivables written off as uncollectable
(27)
(19)
Unused amounts reversed
(5)
(17)
Acquisition of companies and businesses
22
At 31 December
70
50
Notes to the Financial Statements
continued
158
Rentokil Initial plc
Annual Report 2022
The ageing of trade receivables and provision for impairment is as follows:
Trade
receivables
2022
£m
Provision for
impairment
2022
£m
Trade
receivables
2021
£m
Provision for
impairment
2021
£m
Not due
290
(4)
224
(2)
Overdue by less than 1 month
155
(4)
100
(2)
Overdue by between 1 and 3 months
117
(6)
66
(3)
Overdue by between 3 and 6 months
55
(8)
30
(4)
Overdue by between 6 and 12 months
38
(18)
23
(13)
Overdue by more than 12 months
37
(30)
31
(26)
At 31 December
692
(70)
474
(50)
The carrying amounts of the Group’s trade receivables are denominated in the following currencies:
2022
£m
2021
£m
Pound sterling
48
52
Euro
159
150
US dollar
301
133
Other currencies
184
139
Carrying value
692
474
Fair value is considered to be equal to carrying value for all trade and other receivables.
A4. Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. The cost of
finished goods and work in progress comprises design costs, raw materials, direct labour, other direct costs and related production overheads
(based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price less applicable variable
selling expenses.
2022
£m
2021
£m
Raw materials
15
13
Work in progress
2
2
Finished goods
183
121
200
136
An inventory impairment charge of £3m was recognised in 2022 (2021: £16m). Inventory recognised as an expense during the period was £280m
(2021: £210m). Reversals of inventory write-downs during the period were £nil (2021: £nil).
Rentokil Initial plc
Annual Report 2022
159
Corporate Governance
Financial Statements
Other Information
Strategic Report
A5. Trade and other payables
2022
£m
2021
£m
Trade payables
351
165
Social security and other taxes
88
72
Other payables
117
89
Accruals
337
254
Contract liabilities
1
259
167
Deferred consideration
21
14
Contingent consideration
2
70
75
Total
1,243
836
Analysed as follows:
Other payables
42
18
Deferred consideration
1
2
Contingent consideration
2
38
52
Total non-current portion
81
72
Current portion
1,162
764
Total
1,243
836
1.
Contract liabilities represents customer invoices where performance obligations have not yet been satisfied. All opening balances have subsequently been satisfied in the year.
In most business categories our customers are invoiced in advance or simultaneously with performance obligations being satisfied.
2. Contingent consideration includes put option liability of £45m (2021: £42m).
Put options are held following the acquisition of PCI in 2017 where the seller may require the Group to purchase the remaining shares of the
business in stages over a fixed term between 2023 and 2027. The put options are accounted for as an anticipated acquisition of the remaining
shares and no non-controlling interest is recognised. The Group recognised a put option liability for the anticipated acquisition of these shares
in contingent consideration, and any movements in the carrying value are recognised through equity.
The assumptions that are made in estimating the value of this put option liability are option price and discount rate. A 5% reduction in the
estimated option price would result in a £2m decrease in the liability, and a 1% decrease in the discount rate would result in a £2m increase in the
liability. All gains and losses relating to the put options are recognised through equity.
Given the volume of acquisitions and the variety of inputs to the valuation of contingent consideration (depending on each transaction), there is
not considered to be any change in input that would have a material impact on the contingent consideration liability.
Other than the put options, there are no liabilities in the table above that bear interest or are discounted, and therefore the cash flows are equal to
the carrying value of the liabilities. Cash is due to flow between one and five years for all non-current liabilities and not beyond. Fair value is equal
to carrying value for all trade and other payables. There is no material difference between the fair value and carrying value for all trade and other
payables.
The currency split of trade and other payables is as follows:
2022
£m
2021
£m
Pound sterling
174
165
Euro
241
198
US dollar
564
263
Other currencies
264
210
Carrying value
1,243
836
A6. Provisions for liabilities and charges
The Group has provisions for termite damage claims, self-insurance, environmental and other. Provisions are recognised when the Group has a
present obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount is
capable of being reliably estimated. If such an obligation is not capable of being reliably estimated it is classified as a contingent liability (Note
D3).
Future cash flows relating to these obligations are discounted when the effect is material. This year the US is the only country where the effect
of discounting is material. The discount rates used are based on government bond rates in the country of the cash flows, and were between 3.5%
and 5.875% (2021: 0.9%) for the US.
Notes to the Financial Statements
continued
160
Rentokil Initial plc
Annual Report 2022
Termite damage
claims
£m
Self-
insurance
£m
Environmental
£m
Other
£m
Total
£m
At 1 January 2021
32
14
18
64
Exchange differences
(1)
(1)
Additional provisions
18
6
24
Used during the year
(14)
(2)
(9)
(25)
Unused amounts reversed
(1)
(2)
(3)
Acquisition of companies and businesses
2
2
At 31 December 2021
37
11
13
61
At 1 January 2022
37
11
13
61
Exchange differences
(28)
(7)
(35)
Additional provisions
3
30
8
41
Used during the year
(10)
(26)
(2)
(8)
(46)
Unused amounts reversed
(6)
(2)
(8)
Acquisition of companies and businesses
335
136
3
1
475
Unwinding of discount on provisions
3
1
4
At 31 December 2022
303
165
12
12
492
2022
Total
£m
2021
Total
£m
Analysed as follows:
Non-current
359
34
Current
133
27
Total
492
61
Termite damage claims
The Group holds provisions for termite damage claims covered by contractual warranties. Termite damage claim provisions are subject to
significant assumptions and estimation uncertainty. The assumptions included in valuing termite provisions are based on an estimate of the rate
and cost of future claims (based on historical and forecast information), customer churn rates and discount rates. These provisions are expected
to be substantially utilised within the next 20 years. The trend of volume and value of claims is monitored and reviewed over time (with the
support of external advisers) and as such the value of the provision is also likely to change.
The sensitivity of the liability balance to changes in the inputs is illustrated as follows:
A
Discount rate – this exposure is largely based within the United States, therefore measurement is based on a US risk-free rate. As we have seen
during 2022, interest rates (and therefore discount rates) have moved up and are at their highest in over a decade. Rates could move in either
direction and management has modelled that an increase/decrease of 5% in yields (from 4.31% to 4.53%) would reduce/increase the provision by
£3m. Over the 12 months to 31 December 2022, as a result, inter alia, of the conflict in Ukraine, risk-free rate yields have risen from c.0.9% to 4.31%.
A
Claim cost – claim cost forecasts have been based on the latest available historical settled Terminix claims. Claims costs are dependent on a range
of inputs including labour cost, materials costs (e.g. timber), whether a claim becomes litigated or not, and specific circumstances including
contributory factors at the premises. Management has determined the historical time period for each material category of claim, between six
months and five years, to determine an estimate for costs per claim. Recent fluctuations in input prices (e.g. timber prices) means that there is
potential for volatility in claim costs and therefore future material changes in provisions. Management has modelled that a structural increase/
decrease of 5% in total claim costs would increase/decrease the provision by c.£14m. Over the 12 months to 31 December 2022, as a result of
supply chain issues caused by the COVID pandemic and other macro-economic factors, in year costs per claim rose by c.17%.
A
Claim rate – management has estimated claim rates based on statistical historical incurred claims. Data has been captured and analysed by a third
party agency, used by Terminix over many years, to establish incidence curves that can be used to estimate likely future cash outflows. Changes in
rates of claim are largely outside the Group’s control and may depend on litigation trends within the US, and other external factors such as how
often customers move property and how well they maintain those properties. This causes estimation uncertainty that could lead to material
changes in provision measurement. Management has modelled that an increase/decrease of 5% in overall claim rates would increase/decrease
the provision by c.£14m, accordingly. Over the 12 months to 31 December 2022 claim rates fell by c.16%.
A
Customer churn rate – If customers choose not to renew their contracts each year, then the assurance warranty falls away. As such there is
sensitivity to the assumption on how many customers will churn out of the portfolio of customers each year. Data has been captured and analysed
by a third party agency, used by Terminix over many years, to establish incidence curves for customer churn, and forward looking assumptions
have been made based on these curves. Changes in churn rates are subject to macro-economic factors and to the performance of the Group. A 1%
movement in customer churn rates, up or down, would change the provision by c.£10m up or down, accordingly. On average over the last 10 years
churn rates move by +/– c.1.2% per annum.
Self-insurance
The Group purchases external insurance from a portfolio of international insurers for its key insurable risks, mainly employee-related risks.
Self-insured deductibles within these insurance policies have changed over time due to external market conditions and scale of operations.
These provisions represent obligations for open claims and are estimated based on actuarial/management’s assessment at the balance sheet
date. The Group expects to continue self-insuring the same level of risks and estimates that 50% to 75% of claims should settle within the next
five years.
Self-insurance provisions are also subject to estimation uncertainty based on volume and value of expected future claims and discount rate
assumptions; however it is not expected that there would be any change to assumptions that would cause a significant adjustment to the carrying
value in the next financial year.
Rentokil Initial plc
Annual Report 2022
161
Corporate Governance
Financial Statements
Other Information
Strategic Report
Environmental
The Group owns a number of properties in Europe and the US where there is land contamination. Provisions are held for the remediation of such
contamination. These provisions are expected to be substantially utilised within the next five years.
Other
Other provisions principally comprise amounts required to cover obligations arising and costs relating to disposed businesses and restructuring
costs. Other provisions also includes costs relating onerous contracts and property dilapidations settlements. Existing provisions are expected to
be substantially utilised within the next five years.
A7. Operating expenses by nature
Operating expenses from continuing operations include the following items:
Notes
2022
£m
2021
£m
2020
£m
Employee costs
A9
1,736
1,405
1,305
Direct materials and services
704
586
583
Vehicle costs
201
146
134
Property costs
82
60
65
Depreciation and impairment of property, plant and equipment
B3
140
128
132
Amortisation and impairment of intangible assets
B2
140
91
101
One-off and adjusting items – operating
A1
136
21
8
Other operating expenses
1
234
173
181
Total operating expenses
3,373
2,610
2,509
1.
Other operating expenses includes professional fees, marketing costs, and amortisation of contract costs.
A8. Auditor’s remuneration
2022
£m
2021
£m
2020
£m
Fees payable to the Company’s auditor for the audit of the Parent Company and Group accounts
3
2
1
Audit of accounts of subsidiaries of the Group
4
3
2
Audit-related assurance services
1
2
Other assurance services
Total audit and audit-related assurance services
9
5
3
Non-audit services
2
3
Total
12
5
3
1.
Included in 2022 is an amount of £2m paid to the Company’s auditor in respect of the 2021 PCAOB Group audit required for the purposes of the US registration.
2. Relates to accounting specialist fees in respect of the Terminix acquisition.
A9. Employee benefit expense
Profit-sharing and bonus plans
The Group recognises a liability and an expense for bonuses and profit-sharing, based on calculations of achievements of financial performance
targets and the best estimate of the obligation to employees related to personal performance criteria being achieved. A liability is recognised
where a contractual obligation exists or where past practice indicates that there is a constructive obligation to make such payments in the future.
Holiday pay
Paid holidays are regarded as an employee benefit and as such are charged to the income statement as the benefits are earned. An accrual
is made at the balance sheet date to reflect the fair value of holidays earned but not yet taken.
Termination benefits
Termination benefits are payable when an employment is terminated before the normal retirement date, or whenever an employee accepts
voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either:
terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination
benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date
are discounted to present value where the effect of discounting is material.
2022
2
£m
2021
£m
2020
£m
Wages and salaries
1
1,582
1,225
1,141
Social security costs
154
138
129
Share-based payments
17
10
6
Pension costs:
– defined contribution plans
22
31
27
– defined benefit plans
2
1
2
1,777
1,405
1,305
1.
Wages and salaries are net of any local government wage-related grants as disclosed in Note D5.
2. Including £41m staff costs reported as one-off and adjusting items in Note A1.
Notes to the Financial Statements
continued
162
Rentokil Initial plc
Annual Report 2022
Monthly average number of people employed by the Group during the year:
2022
Number
2021
Number
2020
Number
Processing and service delivery
38,256
34,163
33,174
Sales and marketing
5,993
5,400
5,272
Administration and overheads
7,226
6,468
6,142
51,475
46,031
44,588
Emoluments of the Directors of Rentokil Initial plc are detailed below.
Highest paid Director
£000
Other Directors
£000
2020
Aggregate emoluments excluding share options
867.3
575.6
Aggregate gains made by Directors on exercise of share options
Aggregate amount receivable under long-term incentive schemes
3,187.9
1,325.6
Aggregate value of Company contributions to defined contribution pension schemes
4,055.2
1,901.2
2021
Aggregate emoluments excluding share options
2,661.2
1,444.0
Aggregate gains made by Directors on exercise of share options
916.3
370.6
Aggregate amount receivable under long-term incentive schemes
3,340.0
145.9
Aggregate value of Company contributions to defined contribution pension schemes
6,917.5
1,960.5
2022
Aggregate emoluments excluding share options
2,698.7
1,557.5
Aggregate gains made by Directors on exercise of share options
233.8
Aggregate amount receivable under long-term incentive schemes
831.9
380.3
Aggregate value of Company contributions to defined contribution pension schemes
3,530.6
2,171.6
2022
Number
2021
Number
2020
Number
Number of Directors accruing retirement benefits
– defined contribution schemes
2
3
– defined benefit schemes
Number of Directors exercising share options
1
1
2
2
Number of Directors receiving shares as part of long-term incentive schemes
2
2
3
1.
The highest paid Director exercised nil (2021: 163,625; 2020: nil) share options during the year.
A10. Retirement benefit obligations
Apart from contributions to legally required social security state schemes, the Group operates a number of pension schemes around the world
covering many of its employees.
The principal pension scheme in the Group is the UK Rentokil Initial 2015 Pension Scheme (RIPS) which has a defined contribution section
and a number of defined benefit sections, the largest of which has now been wound up following a buy-out agreement with Pension Insurance
Corporation plc (PIC) to take over the payment of the liabilities in the scheme. Further details are on page 164.
The largest retirement benefit obligation in the Group is now the Rentokil Initial Irish Pension Scheme (which is in a surplus position).
A number of much smaller defined benefit and defined contribution schemes operate elsewhere which are also funded through payments
to trustee-administered funds or insurance companies.
Defined benefit schemes are reappraised annually by independent actuaries based upon actuarial assumptions. Judgement is required
in determining these actuarial assumptions, but this is not considered by management to be a significant accounting judgement as defined under
IAS 1.
Defined benefit pension plans
A defined benefit pension plan is a plan that defines the amount of future pension benefit that an employee will receive on retirement, usually
dependent on one or more factors such as years of service, compensation and age.
The asset or liability recognised in the balance sheet in respect of defined benefit pension plans is the fair value of plan assets less the present
value of the defined benefit obligation at the balance sheet date. The Group determines the net interest on the net defined benefit asset for the
period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined
benefit asset. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present
value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality
corporate bonds that have a credit rating of at least AA, are denominated in the currency in which the benefits will be paid, and that have terms
to maturity approximating to the terms of the related pension liability. The Group will recognise a pension surplus as an asset where there is an
unconditional right to a refund or where the Group has a right to reduce future pension contributions, taking into account the adverse effect of
any minimum funding requirements.
Rentokil Initial plc
Annual Report 2022
163
Corporate Governance
Financial Statements
Other Information
Strategic Report
Current and past service costs, to the extent they have vested, and curtailments are recognised as charges or credits against operating profit in
the income statement. Interest income on the net defined benefit asset is recognised in finance income. Remeasurement gains and losses arising
from experience adjustments, return on plan assets and changes in actuarial assumptions are charged or credited to the Consolidated Statement
of Comprehensive Income.
Defined contribution pension plans
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity.
The Group pays contributions to publicly or privately administered pension plans on a mandatory, contractual or voluntary basis. The Group has
no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when
they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
RIPS
On 4 December 2018 the Trustee entered into a binding agreement with PIC to insure the liabilities of the RIPS, known as a buy-in. In December
2021 the final true-up premium was paid to PIC and on 24 February 2022 the insurance policy with PIC was transferred to the individual members
of the scheme and buy-out was completed. Accordingly in 2022 both the Scheme’s assets and liabilities have been reduced by the policy value
(£1,159m). The wind-up of the scheme was completed in December 2022 and the remaining surplus of £22m was refunded to the Company.
The defined benefit schemes of the RIPS were reappraised semi-annually by independent actuaries based upon actuarial assumptions in
accordance with IAS 19R requirements (including schemes which are insured under a buy-in contract). The assumptions used for the RIPS are
shown below:
24 February
2022
31 December
2021
Weighted average %
Discount rate
2.6%
2.0%
Future salary increases
n/a
n/a
Future pension increases
3.6%
3.3%
RPI inflation
3.7%
3.4%
CPI inflation
3.0%
2.7%
Pension benefits
The movement in the net defined benefit obligation for all Group pension schemes over the accounting period is as follows:
Present value
of obligation
2022
£m
Fair value of
plan assets
2022
£m
Total
2022
£m
Present value
of obligation
2021
£m
Fair value of
plan assets
2021
£m
Total
2021
£m
At 1 January
(1,313)
1,305
(8)
(1,481)
1,461
(20)
Current service costs¹
(2)
(2)
(1)
(1)
Past service costs¹
(1)
(1)
1
1
Settlement gain
4
4
22
(21)
1
Transfer of RIPS annuity policies (buy-out)
1,159
(1,159)
Administration expenses¹
4
(4)
Interest on defined benefit obligation/asset¹
(5)
5
(21)
21
Exchange difference
(3)
2
(1)
2
(1)
1
Total pension income/(expense)
1,156
(1,156)
3
(1)
2
Remeasurements:
– Remeasurement gain/(loss) on scheme assets
(79)
(79)
(78)
(78)
– Remeasurement gain/(loss) on obligation²
81
81
79
79
Contributions:
– Employers
(1)
(1)
(1)
8
7
– Benefit payments
12
(10)
2
87
(85)
2
– Refund of surplus
(22)
(22)
At 31 December
(65)
38
(27)
(1,313)
1,305
(8)
Retirement benefit obligation schemes³
(49)
19
(30)
(63)
36
(27)
Retirement benefit asset schemes⁴
(16)
19
3
(1,250)
1,269
19
1.
Service costs and administration expenses are charged to operating expenses, and interest cost and return on plan assets to finance cost and finance income.
2. The actuarial movement on the UK RIPS comprises remeasurement gain arising from changes in demographic assumptions of £nil (2021: gain of £3m; 2020: gain of £16m),
remeasurement gain arising from changes in financial assumptions of £82m (2021: gain of £75m; 2020: loss of £117m) and a remeasurement loss arising from experience of £7m
(2021: loss of £1m; 2020: gain of £25m).
3. Benefit plans in an obligation position include plans situated in Thailand, the UK, Martinique, Trinidad and Tobago, Norway, South Africa, Germany, Austria, France, Italy, South Korea,
Philippines, India, Hong Kong and Saudi Arabia.
4. Benefit plans in an asset position include plans situated in Australia, Barbados and Ireland.
Included in the table above is a net defined benefit surplus in relation to the UK RIPS of £nil (2021: £18m; 2020: £18m) recognised as defined
benefit obligation of £nil (2021: £1,248m; 2020: £1,369m) and plan assets of £nil (2021: £1,266m; 2020: £1,388m). Of the £65m (2021: £1,313m;
2020: £1,481m) of obligations, £20m (2021: £17m; 2020: £18m) is unfunded.
Total contributions payable to defined benefit pension schemes in 2023 are expected to be less than £1m.
Notes to the Financial Statements
continued
164
Rentokil Initial plc
Annual Report 2022
The fair value of plan assets at the balance sheet date is analysed as follows:
2022
£m
2021
£m
Equity instruments
2
3
Debt instruments – unquoted
15
16
Insurance policies
1,239
Other
21
47
Total plan assets
38
1,305
Where available the fair values of assets are quoted prices (e.g. listed equity, sovereign debt and corporate bonds). In other cases the market
value as provided by the fund managers has been used in accordance with IFRS 13 Fair Value Measurement:
A
unquoted debt instruments (level 2);
A
interest and inflation rate hedging instruments (level 2); and
A
pooled investment funds (level 3).
Other significant assets are valued based on observable market inputs. Insurance policies are valued at the present value of the related
obligations. Other assets primarily consist of cash.
The cumulative actuarial gain recognised in the Consolidated Statement of Comprehensive Income was £34m (2021: £32m). A remeasurement
gain of £2m (2021: £1m gain) was recognised during the year.
A11. Share-based payments
Share-based compensation
The Group operates one equity-settled share-based long-term incentive plan (LTIP). The economic cost of awarding shares and share options to
employees is recognised as an expense in the income statement, equivalent to the fair value of the benefit awarded. The fair value is determined
by reference to option pricing models, principally Monte Carlo and adjusted Black-Scholes models. The charge is recognised in the income
statement over the vesting period of the award. At each balance sheet date, the Group revises its estimate of the number of shares that vest or
options that are expected to become exercisable. Any revision to the original estimates is reflected in the income statement with a corresponding
adjustment to equity immediately to the extent it relates to past service, and the remainder over the rest of the vesting period.
Performance Share Plan
The Company introduced a share-based performance plan in 2006 for senior managers worldwide. The main features of the scheme are as follows:
A
For awards made in 2020, 60% of the award is based on total shareholder return (TSR) and 40% is based on performance against certain strategic
and financial measures over the vesting period.
A
For awards made in 2021, 50% of the award is based on TSR and 50% is based on performance against certain strategic and financial measures
over the vesting period.
A
For awards made in 2022, 50% of the award is based on TSR and 50% is based on performance against certain strategic and financial measures
over the vesting period.
A
The value of dividends paid during the vesting period is paid on the number of shares that ultimately vest in the form of additional shares.
For awards that are nil-cost options, this is the value of dividends between grant and exercise.
The total net charge for the year relating to equity-settled share-based payment plans was £9m (2021: £10m; 2020: £6m).
A summary of the number of shares in active share option plans is shown below:
Year of
grant
Vesting
year
Share options outstanding
Share options exercisable
Scheme
interest at
1 January
2022
Shares
awarded
during
2022
Shares
lapsed
during
2022
Shares
vested
during
2022
Shares
outstanding
at
31 December
2022
Shares
exercisable
at 1 January
2022
Shares
vested
during
2022
Shares
exercised
during
2022
Shares
lapsed
during
2022
Shares
exercisable at
31 December
2022
2012
2015
168,551
(168,426)
(125)
2013
2016
16,964
(16,964)
1,025,307
16,964
(137)
1,042,134
2014
2017
19,487
(19,487)
1,188,070
19,487
(11,367)
(2) 1,196,188
2015
2018
21,107
(21,107)
1,364,269
21,107
(118,858)
1,266,518
2016
2019
30,808
(30,808)
1,942,074
30,808
(131,628)
(58) 1,841,196
2017
2020
24,878
(24,878)
1,625,618
24,878
(324,744)
(1,025) 1,324,727
2018
2021
891,744
34,531
(5,910)
(905,768)
14,597
1,538,591
905,768
(451,433)
(5,058) 1,987,868
2019
2022
4,776,149
132,345
(332,441) (4,114,390)
461,663
– 4,114,390
(1,878,327)
(22,984) 2,213,079
2020
2023
3,471,012
(284,625)
– 3,186,387
2021
2024
4,137,673
(339,688)
– 3,797,985
2022
2025
– 4,964,496
(118,596)
– 4,845,900
Rentokil Initial plc
Annual Report 2022
165
Corporate Governance
Financial Statements
Other Information
Strategic Report
Year of
grant
Vesting
year
Share options outstanding
Share options exercisable
Scheme
interest at
1 January
2021
Shares
awarded
during
2021
Shares
lapsed
during
2021
Shares
vested
during
2021
Shares
outstanding at
31 December
2021
Shares
exercisable
at 1 January
2021
Shares
vested
during
2021
Shares
exercised
during
2021
Shares
lapsed
during
2021
Shares
exercisable at
31 December
2021
2012
2015
179,519
(10,968)
168,551
2013
2016
12,073
(12,073)
1,085,178
12,073
(71,944)
1,025,307
2014
2017
13,693
(13,693)
1,200,990
13,693
(26,613)
1,188,070
2015
2018
15,831
(15,831)
1,398,235
15,831
(49,797)
1,364,269
2016
2019
22,920
(15)
(22,905)
2,052,013
22,905
(131,521)
(1,323)
1,942,074
2017
2020
19,720
(85)
(19,635)
1,784,890
19,635
(171,187)
(7,720)
1,625,618
2018
2021
6,024,191
164,397
(1,066,488)
(4,230,356)
891,744
4,230,356 (2,691,765)
1,538,591
2019
2022
4,993,019
33,885
(250,755)
4,776,149
2020
2023
3,561,710
754
(91,452)
3,471,012
2021
2024
4,228,162
(90,489)
4,137,673
The fair value of the 2022 awards made under the Performance Share Plan is charged to the income statement over the vesting period based on
values derived from a Monte Carlo model prepared by external remuneration consultants. This is a closed-form solution which takes account of
the correlation between share price performance and the likelihood of a TSR performance condition being met. For the shares awarded in March
2022, the significant inputs into the model were a share price of 480.5p (2021: 495.7p), an expected share price volatility of 23.9% (2021: 23.2%),
a median share price correlation between the companies in the comparator group of 84.0% (2021: 91.0%), and an expected life commensurate
with the three-year performance/vesting period. The share price volatility assumption is based on analysis of historical daily share prices.
As the awards are nil-cost (i.e. there is no exercise price), the assumed risk-free rate of return has minimal impact on the fair value of the awards.
Similarly, as dividend equivalents are paid on the vesting portion of awards, the fair value of these awards is not reduced to reflect dividends
paid during the vesting period.
The fair value of awards granted during 2022 was £19m (2021: £16m) and the weighted average fair value per award granted during the year was
385.9p (2021: 371.7p). The weighted average share price for options exercised in the year was 499.9p (2021: 505.6p) and the weighted average
contract term remaining on shares unexercised at the year end was 527 days (2021: 450 days).
In addition to the Performance Share Plan there was a transfer of existing long-term incentive plans in Terminix that were expensed during the
period totalling £9m.
A12. Income tax expense
The income tax expense for the period comprises both current and deferred tax. Current tax expense represents the amount payable on this
year’s taxable profits and any adjustment relating to prior years. Taxable profits differ from accounting profits as some items of income or
expenditure are not taxable or deductible, or may be taxable or deductible in a different accounting period. The current income tax charge is
calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group’s subsidiaries
and associates operate and generate taxable income.
Deferred tax is an accounting adjustment to provide for tax that is expected to arise in the future due to differences between accounting and tax
bases. Deferred tax is determined using tax rates that are expected to apply when the timing difference reverses based on tax rates which are
enacted or substantively enacted at the balance sheet date. Tax is recognised in the income statement, except to the extent that it relates to
items recognised in other comprehensive income or equity. In this case the tax is also recognised in other comprehensive income or equity
as appropriate.
Analysis of charge in the year:
2022
£m
2021
£m
2020
£m
UK corporation tax at 19.0% (2021: 19.0%; 2020: 19.0%)
17
9
9
Overseas taxation
59
48
61
Adjustment in respect of previous periods
2
(3)
(3)
Total current tax
78
54
67
Deferred tax (credit)/expense
(3)
21
(17)
Deferred tax adjustment in respect of previous periods
(11)
(13)
(6)
Total deferred tax
(14)
8
(23)
Total income tax expense
64
62
44
Notes to the Financial Statements
continued
166
Rentokil Initial plc
Annual Report 2022
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to
profits of the consolidated companies as follows:
2022
£m
2021
£m
2020
£m
Profit before tax
296
325
230
Tax calculated at domestic tax rates applicable to profits in the respective countries
69
77
56
Adjustment in respect of previous periods
(9)
(16)
(9)
Expenses not deductible for tax purposes – one-off and adjusting items
9
3
Expenses not deductible for tax purposes – other
3
3
2
Income not subject to tax
(5)
(1)
(1)
Impairment of goodwill
5
3
Goodwill deductions and revaluation of intangible assets
(2)
(1)
Utilisation of previously unrecognised tax losses
(1)
(1)
Deferred tax recognised on losses
(1)
(3)
(2)
Deferred tax impact of change in tax rates
(7)
(4)
(9)
Provisions utilised for which no deferred tax assets were recognised
(1)
(1)
(1)
Overseas withholding tax suffered
1
1
1
Local business taxes
1
1
2
Foreign exchange differences
1
1
US BEAT liability
5
3
Other
(1)
(1)
Total tax expense
64
62
44
The Group’s effective tax rate (ETR) for 2022 on reported profit before tax was 21.6% (2021: 19.0%). The Group’s ETR before amortisation of
intangible assets (excluding computer software), one-off and adjusting items and the net interest adjustments for 2022 was 19.7% (2021: 19.4%).
This compares with a blended rate of tax for the countries in which the Group operates of 24% (2021: 24%). The Group’s low tax rate is primarily
attributable to net prior-year tax credits of £9m (2021: £16m).
The Group’s tax charge and ETR will be influenced by the global mix and level of profits, changes in future tax rates and other tax legislation,
foreign exchange rates, the utilisation of brought-forward tax losses on which no deferred tax asset has been recognised, the resolution of open
issues with various tax authorities, acquisitions and disposals.
During 2021, the OECD published a framework for the introduction of a global minimum effective tax rate of 15%, applicable to large multinational
groups. HM Treasury has published draft legislation to implement these ‘Pillar Two’ rules for accounting periods starting on or after 31 December
2023. The Group is reviewing these draft rules, which have not been substantively enacted, to understand any potential impacts.
A tax credit of £11m has been recognised in other comprehensive income (2021: £2m) which relates to the tax effect of mark-to-market movements
on cross-currency and interest rate swaps recorded within other comprehensive income.
Effective tax rate
Effective tax rate is calculated by dividing adjusted income tax expense by Adjusted Profit Before Tax, expressed as a percentage. The measure
is used by management to assess the rate of tax applied to the Group’s Adjusted Profit Before Tax from continuing operations.
Note
2022
AER
£m
2022
CER
£m
2021
AER/CER
£m
Unadjusted income tax expense
A12
64
63
62
Tax adjustments on:
Amortisation and impairment of intangible assets (excluding computer software)
24
22
18
One-off and adjusting items – operating
20
19
1
Net interest adjustments
(3)
(3)
(1)
Adjusted income tax expense (a)
105
101
80
Adjusted Profit Before Tax (b)
532
515
416
Effective tax rate (a/b)
19.7%
19.7%
19.4%
A13. Current tax liabilities
Tax liabilities are classified as current liabilities unless there is a right to defer the payment of the liability for at least one year after the balance
sheet date. As at 31 December 2022 all the Group’s tax liabilities have been classified as current as there is no legally enforceable right to defer
payment for more than 12 months.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the asset and liability, and there is an intention
to either settle on a net basis or to realise the asset and settle the liability simultaneously.
Where required by accounting standards, management establishes provisions for uncertain tax positions on the basis of amounts expected to be
paid to the tax authorities. The Group’s current tax liabilities reflect management’s best estimate of the future amounts of corporation tax that will
be settled.
Rentokil Initial plc
Annual Report 2022
167
Corporate Governance
Financial Statements
Other Information
Strategic Report
The Group is subject to income taxes in numerous jurisdictions. There are various uncertainties relating to the determination of its tax liabilities
where the ultimate tax liability cannot be known until a resolution has been reached with the relevant tax authority, or the issue becomes time
barred. Issues can take many years to resolve and therefore assumptions on the likely outcome have to be made by management. Each country
and tax risk is considered separately when deciding whether it is appropriate to set up an uncertain tax provision. If risks are considered to be
linked, the Group will consider the tax treatment in aggregate where appropriate.
This assessment of uncertain tax positions is based on management’s interpretation of relevant tax rules and decided cases, external advice
obtained, the statute of limitations and the status of the negotiations and past experience with tax authorities. In evaluating whether a provision is
needed it is assumed that tax authorities have full knowledge of the facts and circumstances applicable to each issue.
Tax provisions can be built up over a number of years but in the year of resolution there could be adjustments to these provisions which could
have a material positive or negative impact on the tax charge for a particular year. The settlement of a significant issue could also have a material
impact on the amount of cash tax payable in any one year. Judgement is required in determining the worldwide provision for income taxes
particularly in relation to the pricing of intra-group goods and services as well as debt financing.
The majority of the tax provisions relate to transfer pricing exposures where the Group faces a number of risks in jurisdictions around the world,
and is subject to audits by tax authorities in the territories in which it operates. These tax audits have an uncertain outcome and can take several
years to resolve, which in some cases may be dependent on litigation. The actual outcome could vary from management’s estimates, but these
are updated at each reporting period in the light of the latest available information.
Total uncertain tax provisions (including interest thereon) amounted to £54m as at 31 December 2022 (2021: £57m; 2020: £65m). Included within
this amount is £6m (2021: £12m; 2020: £12m) in respect of interest arising on tax provisions which is included within other payables. These tax
provisions relate to multiple issues across the countries in which the Group operates. The net decrease in the provisions for the year is mainly
attributable to issues which have been settled in the year or have become statute barred.
The cash tax paid for the year was £77m (2021: £69m; 2020: £64m). The cash tax paid is expected to increase in future periods due to the
acquisition of Terminix.
A14. Deferred income tax
Deferred income tax is provided on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the
Consolidated Financial Statements. The following temporary differences are not provided for: the initial recognition of goodwill; the initial
recognition of assets or liabilities in transactions other than a business combination that at the time of the transactions affect neither the
accounting nor taxable profit or loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the
foreseeable future. The amount of deferred income tax is determined using tax rates (and laws) that have been enacted (or substantively enacted)
at the balance sheet date, and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is
settled. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset against each other when the timing differences relate to income taxes levied by the same tax
authority on an entity or different entities which are part of a tax consolidation and there would be the intention to settle on a net basis.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary
differences can be utilised. The amount of deferred tax assets recognised at each balance sheet date is adjusted to reflect changes in
management’s assessment of future taxable profits. In recognising the deferred tax asset in respect of losses, management has estimated the
quantum of future taxable profits, applying a risk weighting to future profits to reflect the uncertainties.
The movement on the deferred income tax account is as follows:
2022
£m
2021
£m
At 1 January
(66)
(57)
Exchange differences
27
2
Acquisition of companies and businesses
(446)
(8)
Credited to the income statement
14
(8)
Credited to other comprehensive income
5
Charged to equity
(2)
5
At 31 December
(468)
(66)
Deferred taxation has been presented on the balance sheet as follows:
Deferred tax asset within non-current assets
43
42
Deferred tax liability within non-current liabilities
(511)
(108)
(468)
(66)
Notes to the Financial Statements
continued
168
Rentokil Initial plc
Annual Report 2022
The major components of deferred tax assets and liabilities at the year end and their changes during the year (without taking into consideration
the offsetting of balances within the same tax jurisdiction) are as follows:
Customer
lists/
intangibles
£m
Accelerated
tax
depreciation
£m
Provisions
£m
IFRS 15
Contracts
£m
Tax
losses
£m
Share-based
payments
£m
Other
1
£m
Total
£m
At 1 January 2021
76
44
(45)
8
(18)
(9)
1
57
Exchange differences
(1)
(1)
(2)
Recognised in income statement
1
7
(7)
1
4
(1)
3
8
Recognised in equity
(5)
(5)
Acquired in business combinations
7
1
8
At 31 December 2021
84
50
(52)
9
(14)
(15)
4
66
At 1 January 2022
84
50
(52)
9
(14)
(15)
4
66
Exchange differences
(32)
8
(2)
(1)
(27)
Recognised in income statement
(1)
(4)
(4)
2
(2)
(3)
(2)
(14)
Recognised in other comprehensive income
(4)
(1)
(5)
Recognised in equity
2
2
Acquired in business combinations
519
29
(123)
24
(3)
446
At 31 December 2022
570
75
(171)
33
(23)
(16)
468
1.
Included within other deferred tax assets/liabilities are retirement benefits and unremitted earnings from subsidiaries.
The UK corporate tax rate will increase from 19% to 25% with effect from 1 April 2023. This has contributed towards an increase in the UK deferred
tax asset recognised of £5m.
A deferred tax asset of £23m has been recognised in respect of losses (2021: £14m), of which £18m (2021: £12m) relates to UK losses carried
forward at 31 December 2022. This amount has been calculated by estimating the future UK taxable profits, against which the UK tax losses will
be utilised, progressively risk weighted, and applying the tax rates (substantively enacted as at the balance sheet date) applicable for each year.
Remaining UK tax losses of £120m (2021: £41m) have not been recognised as at 31 December 2022 as it is not considered probable that future
taxable profits will be available against which the tax losses can be offset. The estimates of future profits are based on management’s financial
forecasts which are used to support other aspects of the financial statements, such as impairment testing. At the balance sheet date the Group
had tax losses of £230m (2021: £82m) on which no deferred tax asset is recognised because it is not considered probable that future taxable
profits will be available in certain jurisdictions to be able to benefit from those tax losses. Of the losses, £74m (2021: £8m) will expire at various
dates between 2023 and 2039. Deferred tax assets are expected to be substantially utilised in the next 10 years.
In addition, the Group has UK capital losses carried forward of £276m (2021: £276m) on which no deferred tax asset is recognised. These losses
have no expiry date but management considers the future utilisation of these losses to be unlikely.
Dividends received from subsidiaries are largely exempt from UK taxation but may be subject to dividend withholding or other taxes levied by the
overseas tax jurisdictions in which the subsidiaries operate. A deferred tax liability of £5m (2021: £5m) has been recognised in respect of this
liability as it is anticipated that these profits will be distributed to the UK in the foreseeable future. At the balance sheet date there is no material
unprovided deferred tax liability were overseas earnings to be distributed to the UK.
Rentokil Initial plc
Annual Report 2022
169
Corporate Governance
Financial Statements
Other Information
Strategic Report
B. Investing
B1. Business combinations
All business combinations are accounted for using the purchase method (acquisition accounting) in accordance with IFRS 3 Business
Combinations. The cost of a business combination is the aggregate of the fair values at the date of exchange of assets given, liabilities incurred or
assumed and equity instruments issued by the acquirer. The cost of a business combination is allocated at the acquisition date by recognising the
acquiree’s identifiable assets, liabilities and contingent liabilities that satisfy the recognition criteria at their fair values. Any excess of the purchase
price over the fair value of the identifiable assets and liabilities is recognised as goodwill. The acquisition date is the date on which the acquirer
effectively obtains control of the acquiree.
An intangible asset is recognised if it meets the definition under IAS 38 Intangible Assets. The intangible assets arising on acquisition are
goodwill, customer lists and brands. Goodwill represents the synergies, workforce and other benefits expected as a result of combining the
respective businesses. Customer lists and brands are recognised at their fair value at the date of acquisition using an income-based approach,
which involves the use of assumptions including customer termination rates, profit margins, contributory asset charges and discount rates.
At the date of acquisition, deferred and contingent consideration represents its fair value, with subsequent changes after the measurement
period being recognised in the Consolidated Statement of Profit or Loss. Costs directly attributable to business combinations are charged to the
income statement as incurred and presented as one-off and adjusting items.
During the year the Group purchased 100% of the share capital or trade and assets of 53 companies and businesses (2021: 52). The total
consideration in respect of these acquisitions was £4,369m (2021: £314m) and the cash outflow from current and past period acquisitions net of
cash acquired, was £1,018m (2021: £463m).
Disclosures required by IFRS 3 Business Combinations are provided separately for those individual acquisitions that are considered to be
material, and in aggregate for individually immaterial acquisitions. An acquisition would generally be considered individually material if the impact
on the Group’s revenue and adjusted operating profit measures (on an annualised basis) is greater than 5%, or the impact on goodwill is greater
than 10% of the closing balance for the period. The only individually material acquisition in the year was the acquisition of Terminix Global
Holdings, Inc. which is discussed below.
Acquisition of Terminix Global Holdings, Inc.
On 12 October the Group purchased 100% of the share capital of Terminix Global Holdings, Inc. (Terminix) based primarily in the USA. Terminix is
the most recognised brand in US termite and pest management services and is a singularly focused pest management company. The transaction
combined two of the world’s leading pest control businesses to create the leading global pest control company, with approximately 4.9 million
customers and 58,600 employees globally. The combined group is set up to enhance shareholder value by creating an enlarged platform for
growth, particularly in North America.
The aggregate consideration Terminix stockholders were entitled to was approximately $1.3bn in cash and 129,141,384 new Rentokil Initial
American Depositary Shares (ADSs), representing 645,706,920 new Rentokil Initial plc ordinary shares. Under the terms of the transaction, each
Terminix stockholder entitled to consideration was able to elect to receive either cash consideration or stock consideration for each share of
Terminix common stock they held, subject to automatic adjustment and proration mechanisms. Holders of 38,693,211 shares of Terminix common
stock made an election to receive the cash consideration, and holders of 82,919,979 shares of Terminix common stock either (i) made an election
to receive the stock consideration or (ii) did not make a valid election by the election deadline and therefore were deemed to have made an
election to receive the stock consideration. As a result, Terminix stockholders who elected to receive cash consideration received $34.57 in cash
and 0.1447 Rentokil Initial ADSs for each share of Terminix common stock they hold, and Terminix stockholders who elected to receive stock
consideration received 1.4899 Rentokil Initial ADSs for each share of Terminix common stock they held.
Fair value of the purchase consideration was £4,110m, comprising Rentokil Initial ADSs of £3,007m, cash of £1,087m and replacement employee
share awards of £16m.
Loans and borrowings of £749m acquired with Terminix were repaid in full shortly following completion of the acquisition.
The goodwill acquired of £3,176m represents a number of elements including the synergies expected to be realised from improving route density,
cross-selling a broader service offering, expansion in use of best-in-class digital tools, continued innovation, particularly in our largest market,
North America, and the addition of a highly-skilled workforce. None of the goodwill recognised is expected to be deductible for tax purposes.
The fair value attributed to acquired intangible assets was £2,027m and represents indefinite-lived brands of £1,292m, finite-lived brands of £17m,
customer lists of £708m and software of £10m. Brands were valued using a relief from royalty approach and customer lists were fair valued using
the multi-period excess earnings method. The key assumptions in the fair-value modelling of brands are royalty rate, discount rate, long-term
growth rate and useful economic life. The key assumptions used for customer lists are forecast profit margins, discount rate and customer churn
rate.
The estimated fair value of trade and other receivables was £319m, which approximated the contractual cash flows.
The Group has not recognised any contingent liabilities on acquisition; none were not recognised due to fair value not being able to be measured
reliably.
Costs related to the acquisition of Terminix Global Holdings, Inc. recognised as an expense amounted to £68m recognised in operating costs and
£16m recognised as the cost of issuing new shares in equity.
From the date of acquisition to 31 December 2022, this acquisition contributed £354m to revenue and a loss of £6m to operating profit. The effect
on the results of the combined entity as if the acquisition had occurred on 1 January 2022 is shown at the bottom of page 171.
Upon completion, all unvested Terminix employee share awards were converted into share awards over Rentokil Initial ADSs that continue to
have, and shall be subject to, the same terms and conditions as applied in the corresponding Terminix awards immediately prior to completion.
Notes to the Financial Statements
continued
170
Rentokil Initial plc
Annual Report 2022
Goodwill on all acquisitions represents the synergies and other benefits expected to be realised from integrating acquired businesses into the
Group, such as improved route density, expansion in use of best-in-class digital tools and back office synergies. Details of goodwill and the fair
value of net assets acquired in the year are as follows:
Terminix Global
Holdings, Inc.
2022
£m
Individually
immaterial
acquisitions
2022
£m
Total
2022
£m
2021
£m
Purchase consideration
– Cash paid
1,087
214
1,301
273
– Deferred and contingent consideration
45
45
41
– Equity interests
1
3,023
3,023
Total purchase consideration
4,110
259
4,369
314
Fair value of net assets acquired
(934)
(87)
(1,021)
(83)
Goodwill from current-year acquisitions
3,176
172
3,348
231
Goodwill expected to be deductible for tax purposes
60
60
146
1.
Equity interests in Rentokil Initial plc issued to shareholders of £3,007m and replacement employee share awards of £16m.
Deferred consideration of £22m and contingent consideration of £23m are payable in respect of the above acquisitions (2021: £13m and £28m
respectively). Contingent consideration is payable based on a variety of conditions including revenue and profit targets being met. Amounts
for both deferred and contingent consideration are payable over the next five years. The Group has recognised contingent and deferred
consideration based on fair value at the acquisition date. A range of outcomes for contingent consideration payments cannot be estimated due
to the variety of performance conditions and the volume of businesses the Group acquires. During the year there were releases of contingent
consideration liabilities not paid of £10m (2021: £1m).
The provisional fair values
1
of assets and liabilities arising from acquisitions in the year are as follows:
Terminix Global
Holdings, Inc.
2022
£m
Individually
immaterial
acquisitions
2022
£m
Total
2022
£m
2021
£m
Non-current assets
– Intangible assets
2
2,027
74
2,101
71
– Property, plant and equipment
3
249
14
263
13
– Other non-current assets
143
143
2
Current assets
4
701
28
729
37
Current liabilities
5
(311)
(11)
(322)
(26)
Non-current liabilities
6
(1,875)
(18)
(1,893)
(14)
Net assets acquired
934
87
1,021
83
1.
The provisional fair values will be finalised in the 2023 Financial Statements. The fair values are provisional since the acquisition accounting has not yet been finalised, primarily due
to the proximity of many acquisitions to the year end.
2. Includes £778m (2021: £70m) of customer lists, £1,292m (2021: £nil) of indefinite-lived brands and £31m (2021: £1m) of other intangibles.
3. Includes £200m (2021: £2m) of right-of-use assets.
4. Includes cash acquired of £322m (2021: £6m), inventory of £48m (2021: £3m) and trade and other receivables of £359m (2021: £28m).
5. Includes trade and other payables of £322m (2021: £26m).
6. Includes £445m of deferred tax liabilities relating to acquired intangibles (2021: £8m), £749m of debt that was acquired with the Terminix business and repaid in November 2022 (2021:
£nil), lease liabilities of £214m (2021: £2m), termite damage claims provisions of £335m (2021: £nil) and other provisions of £140m (2021: £2m).
During the year the following adjustments were made to the provisional fair values of prior year acquisitions: a reduction in fair value of current
assets of £6m, an increase in fair value of acquired intangibles of £2m and an increase in goodwill of £4m.
The cash outflow from current and past acquisitions is as follows:
Terminix Global
Holdings, Inc.
2022
£m
Individually
immaterial
acquisitions
2022
£m
Total
2022
£m
2021
£m
Total purchase consideration
4,110
259
4,369
314
Equity interests
(3,023)
(3,023)
Consideration payable in future periods
(45)
(45)
(41)
Purchase consideration paid in cash
1,087
214
1,301
273
Cash and cash equivalents in acquired companies and businesses
(313)
(9)
(322)
(6)
Cash outflow on current period acquisitions
774
205
979
267
Deferred consideration paid
39
39
196
Cash outflow on current and past acquisitions
774
244
1,018
463
From the dates of acquisition to 31 December 2022, these acquisitions (including Terminix) contributed £422m to revenue and £3m to operating
profit (2021: £50m and £7m respectively).
If the acquisitions had occurred on 1 January 2022, the revenue and operating profit of the combined Group would have amounted to £5,109m
and £444m respectively (2021: £3,031m and £357m respectively).
Rentokil Initial plc
Annual Report 2022
171
Corporate Governance
Financial Statements
Other Information
Strategic Report
B2. Intangible assets
Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses, where applicable.
A breakdown of intangible assets is as shown below:
Goodwill
£m
Customer
lists
£m
Indefinite-lived
brands
£m
Other
intangibles
£m
Product
development
£m
Computer
software
£m
Total
£m
Cost
At 1 January 2021
1,653
824
66
40
145
2,728
Exchange differences
4
(13)
(2)
(11)
Additions
4
6
21
31
Disposals/retirements
(4)
(3)
(1)
(8)
Acquisition of companies and businesses
1
228
69
297
Hyperinflationary adjustment
3
3
At 31 December 2021
1,888
876
67
46
163
3,040
At 1 January 2022
1,888
876
67
46
163
3,040
Exchange differences
(72)
(5)
(107)
2
(1)
6
(177)
Additions
10
27
37
Disposals/retirements
(180)
(12)
(1)
(193)
Acquisition of companies and businesses
1
3,352
779
1,292
23
11
5,457
Hyperinflationary adjustment
14
3
1
18
Disposal of companies and businesses
(1)
(1)
At 31 December 2022
5,181
1,473
1,185
81
55
206
8,181
Accumulated amortisation and impairment
At 1 January 2021
(45)
(585)
(47)
(27)
(102)
(806)
Exchange differences
1
10
1
12
Disposals/retirements
4
4
1
9
Impairment charge
(2)
(2)
Amortisation charge
(64)
(5)
(5)
(15)
(89)
At 31 December 2021
(44)
(635)
(48)
(32)
(117)
(876)
At 1 January 2022
(44)
(635)
(48)
(32)
(117)
(876)
Exchange differences
1
(31)
(2)
(5)
(37)
Disposals/retirements
179
12
1
192
Hyperinflationary adjustment
(1)
(1)
Impairment charge
(22)
(22)
Amortisation charge
(85)
(6)
(5)
(22)
(118)
At 31 December 2022
(65)
(573)
(44)
(37)
(143)
(862)
Net book value
At 1 January 2021
1,608
239
19
13
43
1,922
At 31 December 2021
1,844
241
19
14
46
2,164
At 31 December 2022
5,116
900
1,185
37
18
63
7,319
1.
Includes current-year acquisitions of £5,449m (2021: £301m) as well as adjustments to prior-year acquisitions within the measurement period.
The main categories of intangible assets are as follows:
Intangible assets – finite useful lives
Intangible assets with finite useful lives are initially measured at either cost or fair value and amortised on a straight-line basis over their useful
economic lives, which are reviewed on an annual basis. These assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may exceed its recoverable amount. The fair value attributable to intangible assets acquired
through a business combination is determined by discounting the expected future cash flows to be generated from that asset at the risk-adjusted
weighted average cost of capital for the Group. The residual values of intangible assets are assumed to be £nil.
The estimated useful economic lives of intangible assets are as follows:
Customer lists:
3 to 15 years
Other intangibles:
2 to 15 years
Product development:
2 to 5 years
Computer software:
3 to 5 years
The following are the main categories of intangible assets with finite useful lives:
(a) Customer lists
Customer lists are acquired as part of business combinations. No value is attributed to internally generated customer lists.
(b) Other intangibles
Other intangibles consists of brands with finite useful lives and intellectual property. Brands are acquired as part of business combinations. No
value is attributed to internally generated brands as expenditure incurred to develop, maintain and renew brands internally is recognised as an
expense in the period incurred. Intellectual property costs are incurred in acquiring and maintaining patents and licences. These are recognised
only if the cost can be measured reliably, and they are expected to generate economic benefits beyond one year, in excess of their cost.
Notes to the Financial Statements
continued
172
Rentokil Initial plc
Annual Report 2022
(c) Product development
Costs incurred in the design and testing of new or improved products are recognised as intangible assets only if the cost can be measured
reliably, and it is probable that the project will be a success considering its commercial and technological feasibility. Capitalised product
development expenditure is measured at cost less accumulated amortisation.
Other development expenditure and all research expenditure are recognised as an expense as incurred and amount to £3m in the year (2021:
£2m).
Development costs recognised as an expense are never reclassified as an asset in a subsequent period. Development costs that have been
capitalised are amortised from the date the product is made available.
(d) Computer software
Costs that are directly associated with the production of identifiable and unique software products that are controlled by the Group (including
employee costs and external software development costs) are recognised as intangible assets if they are expected to generate economic
benefits beyond one year, in excess of their cost. Purchased computer software is initially recognised based on the costs incurred to acquire
and bring it into use.
Costs associated with maintaining computer software are recognised as an expense in the period in which they are incurred.
Intangible assets – indefinite useful lives
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired
business at the date of acquisition. It is recognised as an intangible asset. Goodwill arising on the acquisition of an associate is included in
investments in associates.
(b) Brands with indefinite useful lives
Brands with indefinite useful lives are acquired as part of business combinations. No value is attributed to internally generated brands as
expenditure incurred to develop, maintain and renew brands internally is recognised as an expense in the period incurred.
The Terminix US and Terminix International brands are considered to have indefinite useful lives due to their long history in the US (being founded
in 1927), and having a strong brand equity in the US for much of its history and now internationally. The Group plans to continue to support and
invest in the Terminix brand, it controls all the associated assets that support the underlying business, and therefore it is considered that there is
no foreseeable limit on the period over which these brands will continue to generate net cash inflows.
Goodwill and brands with indefinite useful lives are tested annually for impairment and carried at cost less accumulated impairment losses. For
the purpose of impairment testing, goodwill is allocated to cash-generating units (CGUs) identified according to country of operation and
reportable business unit. The way in which CGUs are identified has not changed from prior periods. Newly acquired entities might be a single
CGU until such time that they can be integrated. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to
the entity sold.
The recoverable amount of a CGU is determined based on the higher of value-in-use calculations using cash flow projections and fair value less
costs to sell. The cash flow projections in year one are based on financial budgets approved by management, which are prepared as part of the
Group’s normal planning process. Cash flows for years two to five use management’s expectation of revenue growth and operating profit margin,
based on past experience and expectations regarding future performance and profitability for each CGU. Cash flows beyond the five-year period
are extrapolated using estimated long-term growth rates (LTGR).
Cash flow projections included in the impairment review models include management’s view of the impact of climate change, including costs
related to the effects of climate change, as well as the future costs of the Group’s commitment to reach net zero by 2040 and costs of compliance
with current legal requirements. The potential increased costs, less any benefits that may occur, to meet these commitments are not expected to
be material and therefore have resulted in no impairments during 2022.
A breakdown of goodwill by region is shown below:
2022
£m
2021
£m
North America
1
4,527
1,414
Europe (incl. LATAM)
241
109
UK & Sub-Saharan Africa
66
66
Asia & MENAT
196
178
Pacific
86
77
Total
5,116
1,844
1.
Includes £2,878m (2021: £nil) relating to the US Terminix CGU and £1,555m (2021: £1,100m) relating to the US Pest Control CGU.
Impairment tests for goodwill and brands with indefinite useful lives
For the India, Lebanon, Argentina, and US Terminix CGUs, and any new acquisitions during the year, a fair value less costs to sell approach has
been taken to support the carrying value of goodwill and brands with indefinite useful lives. During the year the Group recognised total
impairments of £22m (2021: £nil) relating to Lebanon, Argentina, Brazil, and Turkey CGUs. For all other goodwill balances it can be demonstrated
that there is sufficient headroom in the recoverable amount of the CGU goodwill balances based on the assumptions made, and there is no
reasonably likely scenario under which material impairment could be expected to occur in the next 12 months based on the testing performed.
For the US Terminix CGU that was acquired in October 2022, management has performed a review of the financial performance post-acquisition
and concluded there is no reduction to the fair value of the CGU.
Rentokil Initial plc
Annual Report 2022
173
Corporate Governance
Financial Statements
Other Information
Strategic Report
The key assumptions used by individual CGUs for value-in-use calculations were:
2022 long-term
growth rate
1
2022 pre-tax
discount rate
2021 long-term
growth rate¹
2021 pre-tax
discount rate
North America
2
2.0%
8.4–10.3%
2.0–2.2%
6.6–8.7%
Europe (incl. LATAM)
1.3–3.0%
6.7–15.4%
1.3–3.3%
7.1–15.4%
UK & Sub-Saharan Africa
2.0–4.5%
8.0–12.3%
2.0–4.5%
6.5–11.6%
Asia & MENAT
1.5–4.0%
9.7–13.9%
1.5–4.0%
8.2–12.6%
Pacific
2.0–2.5%
10.2–11.0%
2.2–2.4%
9.3–10.7%
1. Source: imf.org.
2. Key assumptions used by the US Pest Control CGU were a long-term growth rate of 2.0% (2021: 2.2%) and a pre-tax discount rate of 10.3% (2021: 7.7%). For US Pest Control CGU the
recoverable amount exceeds the carrying amount by £1,692m (2021: £2,121m).
The growth rates used by individual CGUs are based on the LTGR predicted for the relevant sector and country in which a business operates.
They do not exceed the long-term average growth rate for that industry or country. The pre-tax discount rates are internally calculated weighted
average cost of capital for each category and country.
B3. Property, plant and equipment
Property, plant and equipment is stated at historic cost less depreciation with the exception of freehold land and assets under construction which
are not depreciated. Historic cost includes expenditure that is directly attributable to the acquisition of the items.
A breakdown of property, plant and equipment is shown below:
Land and
buildings
£m
Service contract
equipment
£m
Other plant and
equipment
£m
Vehicles
and office
equipment
£m
Total
£m
Cost
At 1 January 2021
87
524
186
200
997
Exchange differences
(4)
(27)
(9)
(5)
(45)
Additions
3
94
13
19
129
Disposals
(2)
(73)
(3)
(18)
(96)
Acquisition of companies and businesses
1
3
1
8
12
Reclassification from IFRS 16 ROU assets
2
6
6
At 31 December 2021
87
518
188
210
1,003
At 1 January 2022
87
518
188
210
1,003
Exchange differences
5
27
11
15
58
Additions
7
112
19
19
157
Disposals
(1)
(72)
(7)
(27)
(107)
Acquisition of companies and businesses
1
29
2
4
30
65
Reclassification from IFRS 16 ROU assets
2
8
8
At 31 December 2022
127
587
215
255
1,184
Accumulated depreciation and impairment
At 1 January 2021
(30)
(310)
(132)
(122)
(594)
Exchange differences
1
16
7
3
27
Disposals
1
72
2
15
90
Depreciation charge
(3)
(92)
(12)
(21)
(128)
At 31 December 2021
(31)
(314)
(135)
(125)
(605)
At 1 January 2022
(31)
(314)
(135)
(125)
(605)
Exchange differences
(3)
(18)
(8)
(11)
(40)
Disposals
1
72
6
25
104
Impairment charge
(8)
(8)
Depreciation charge
(3)
(96)
(14)
(27)
(140)
At 31 December 2022
(44)
(356)
(151)
(138)
(689)
Net book value
At 1 January 2021
57
214
54
78
403
At 31 December 2021
56
204
53
85
398
At 31 December 2022
83
231
64
117
495
1.
Includes current-year acquisitions of £64m (2021: £11m) as well as adjustments to prior-year acquisitions within the measurement period.
2. Certain leased assets become owned assets at the end of their lease period and are therefore reclassified from ROU assets (Note B4).
Notes to the Financial Statements
continued
174
Rentokil Initial plc
Annual Report 2022
Depreciation of assets is calculated using the straight-line method to allocate the difference between their cost and their residual values over
their estimated useful lives, as follows:
Freehold buildings:
50 to 100 years
Leasehold improvements:
Shorter of the lease term or estimated useful life
Vehicles:
4 to 10 years
Plant and equipment (including service contract equipment):
3 to 10 years
Office equipment, furniture and fittings:
3 to 10 years
Residual values and useful lives of assets are reviewed annually and amended as necessary. Fixed assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of the fixed asset may exceed its recoverable amount. There were £8m of
impairments in the year (2021: £nil) recognised due to the forthcoming closure of surplus office space related to the Terminix acquisition.
When assets are sold, the gain or loss between sale proceeds and net book value is recognised in the income statement.
The category of service contract equipment represents the pool of assets used by the Group in delivering contracted services to customers.
Land and buildings comprise mainly offices and warehouses.
B4. Leases
The Group leases land and buildings, vehicles and other equipment. The lease durations vary from lease to lease according to the asset leased
and local practices. Some of the Group’s leases have extension and termination options attached to them. Lease extension options and lease
termination options are only included in the calculation of the lease liability if there is reasonable certainty that they will be exercised. Judgement
is required to determine the level of certainty.
The value of leases to which the Group is committed but have not yet commenced is not material.
A breakdown of the right-of-use (ROU) assets is shown below:
Land and
buildings
£m
Vehicles
£m
Other
equipment
£m
Total
£m
Net book value
At 1 January 2021
96
120
2
218
Exchange differences
(2)
(1)
(3)
Additions
33
56
2
91
Disposals
(1)
(1)
(2)
Acquisition of companies and businesses
1
5
3
8
Depreciation charge
(37)
(39)
(2)
(78)
Reclassification to property, plant and equipment
2
(6)
(6)
At 31 December 2021
94
132
2
228
At 1 January 2022
94
132
2
228
Exchange differences
3
3
Additions
69
69
138
Acquisition of companies and businesses
1
79
120
199
Impairment charge
3
(17)
(17)
Depreciation charge
(43)
(45)
(1)
(89)
Reclassification to property, plant and equipment
2
(8)
(8)
At 31 December 2022
182
271
1
454
1.
Includes current-year acquisitions of £200m (2021: £2m) as well as adjustments to prior-year acquisitions within the measurement period.
2. Certain leased assets become owned assets at the end of their lease period and are therefore reclassified to property, plant and equipment (Note B3).
3. Impairment relates to closure of surplus property in the US. The recoverable amount of the impaired ROU assets is £25m based on value-in-use calculation and a 6% discount rate.
Rentokil Initial plc
Annual Report 2022
175
Corporate Governance
Financial Statements
Other Information
Strategic Report
Analysis of the Group’s lease liabilities is shown below:
2022
£m
2021
£m
At 1 January
217
215
Exchange differences
(1)
(4)
Lease payments
(114)
(94)
Interest
10
6
Additions
140
89
Acquisition of companies and businesses
215
5
At 31 December
467
217
Analysed as follows:
Non-current
332
139
Current
135
78
Total
467
217
Lease liabilities analysed by currency:
2022
£m
2021
£m
Pound sterling
34
33
Euro
61
57
US dollar
314
89
Other currencies
58
38
At 31 December
467
217
Lease liabilities are payable as follows:
2022
£m
2021
£m
Less than one year
144
80
Between one and five years
277
138
More than five years
82
13
Future minimum payments
503
231
Effect of discounting
(36)
(14)
Carrying value
467
217
Other lease costs not already described are set out below:
2022
£m
2021
£m
Expenses relating to short-term leases
13
12
Expenses relating to leases of low-value assets
8
6
Expenses relating to variable lease payments
1
At 31 December
21
19
The Group has no material arrangements where it acts as a lessor.
B5. Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
2022
£m
2021
£m
Property, plant and equipment
37
14
Intangible assets
3
1
Total
40
15
Notes to the Financial Statements
continued
176
Rentokil Initial plc
Annual Report 2022
B6. Investments in associated undertakings
2022
£m
2021
£m
Interest in Nippon Calmic Limited
32
29
Interest in individually immaterial associated undertakings
21
1
At 31 December
53
30
Nippon Calmic Ltd
Nippon Calmic Ltd is an associated undertaking in Japan in which the Group has a 49% interest. The associate is unlisted and the investment
value is shown below.
2022
£m
2021
£m
At 1 January
29
27
Exchange differences
(1)
(2)
Share of profit
1
8
8
Dividends received
(4)
(4)
At 31 December
32
29
1.
Share of profit is net of tax of £4m (2021: £4m).
Assets
2022
£m
Liabilities
2022
£m
Revenue
2022
£m
Profit
2022
£m
Assets
2021
£m
Liabilities
2021
£m
Revenue
2021
£m
Profit
2021
£m
Nippon Calmic Ltd (49%)
66
(33)
52
8
53
(24)
52
8
In addition to the interest in associates disclosed above, the Group also has interests in a number of individually immaterial associates that are
accounted for using the equity method.
2022
£m
2021
£m
At 1 January
1
Exchange differences
(1)
Acquisition
20
1
Share of profit
1
Dividends received
At 31 December
21
1
£1m (2021: £nil) relates to unrecognised share of losses related to associates.
Rentokil Initial plc
Annual Report 2022
177
Corporate Governance
Financial Statements
Other Information
Strategic Report
C. Financing
C1. Financial risk management
The Group’s central treasury function manages cash, borrows on behalf of the Group and provides finance to Group companies in their local
currencies. Treasury activity is governed by a Treasury Committee which is chaired by the Chief Financial Officer.
The main financial risks faced by the Group are set out below.
(a) Liquidity risk
The Group is committed to ensuring it has sufficient liquidity to meet its business needs, and appropriate reserves to cover operational
underperformance or dislocation in the financial markets. It is the Group’s policy to have headroom of unrestricted cash and available committed
facilities of at least £600m, and the Treasury Committee manages financing requirements and associated headroom at least 12 months forward.
Available commitments of $1.0bn (£827m) under the revolving credit facility (RCF) together with unrestricted cash of £867m gives the Group
combined headroom of £1,694m at 31 December 2022 (2021: £785m).
During the year the Group amended, extended and increased its RCF with 16 relationship banks from £550m to $1.0bn in order to provide
additional liquidity headroom in relation to the acquisition of Terminix Global Holdings, Inc. (see Note C7 for details). The RCF and other Group
debt facilities have no financial covenants and the Group is compliant with other terms, conditions and undertakings of its debt facilities.
The Group targets an S&P Global (S&P) investment grade credit rating for debt issuance of BBB over the medium term. In line with S&P liquidity
ratio requirements, debt maturities are financed at least 12 months in advance using available cash or committed facilities, or by issuance of new
debt. Management maintains an active dialogue with S&P, as well as the Group’s relationship banks, to ensure that any changes to the Group’s
financing and acquisition strategies are understood. S&P affirmed the Group’s rating as BBB following the acquisition of Terminix Global
Holdings, Inc.
The Group has no debt maturities falling due in 2023.
The following bonds: €400m due November 2024, €500m due May 2026 and €600m due October 2028; issued under the Group’s Euro
Medium-Term Notes (EMTN) Programme contain a coupon step-up which increases the coupon payable by 1.25% in the event that the Group
is downgraded to BB+ or below (sub-investment grade). The Group’s bonds may be called by their investors at par in the event of a change
of control of the Group. They may also be called within 120 days if the Group’s debt is downgraded below investment grade, or if the rating is
withdrawn and the rating agency confirms in writing, either publicly or to the Group or the Trustee, that the rating action occurred either wholly
or in part due to a change of control. All other bonds issued under the EMTN Programme do not contain the coupon step-up.
(b) Credit risk
The Group has no significant concentration of credit risk. Sales are typically low-value, high-volume, spreading the risk across a large number
of customers and geographies. Policies are in place to ensure that credit sales are only made to customers with an appropriate credit history.
The Group operates in some territories where there is increased exposure to trade credit risks and in those territories the Group puts in place
appropriate measures to manage its credit risk exposure.
In order to protect the liquid assets and funding relationships of the Group, management aims to maintain banking relationships with
counterparties that carry a long-term credit rating of at least A-, or equivalent rating with one of the major credit rating agencies. In countries
where no banks are rated A- or above, balances are monitored monthly and kept to a minimum. In addition, funds held with all counterparties are
subject to limits. All exposures are monitored and reported to the Treasury Committee each month. The Group also monitors the creditworthiness
of its lenders to ensure that commitments under its facilities are available as needed.
At 31 December 2022 the Group had a total of £36m of cash held on bank accounts with banks rated below A- by S&P (2021: £11m). The highest
concentration with any single bank rated below A- was £14m (2021: £2m).
(c) Market risk
Foreign exchange risk
The Group’s worldwide operations generate profits and cash flows in foreign currencies. Sales and purchases are typically denominated in the
currency of the country in which they are transacted, and the Group’s cross-border procurement is considered insignificant. Sterling procurement
and central costs mean that foreign currencies constitute more than 100% of Group Adjusted Operating Profit at approximately 104%.
The Group’s primary exposure to foreign exchange risk is in relation to the translation of assets and liabilities, and the Group aims to hold debt
in currencies in proportion to its forecast foreign currency profits and cash flows. Foreign exchange derivatives are used to manage foreign
currency exposures in excess of £0.5m (£5.0m for USD) that are not covered by debt or assets in the same (or another highly correlated) currency,
as long as it makes sense from an economic perspective to do so. The Treasury Committee monitors foreign exchange exposures on a monthly
basis. Dealing in foreign exchange products is controlled by dealing mandates approved by the Treasury Committee and all foreign exchange
transactions are covered by ISDA documentation.
The most significant foreign currency groups are US dollars and euros, which make up 48% and 29% of Group Adjusted Operating Profit
respectively.
At 31 December 2022 the Group’s net debt was approximately 66% US dollar (2021: 57%), 23% euro (2021: 45%) and 11% in other currencies
including pound sterling. The translation of the interest element of euro and US dollar debt provides a partial income statement offset to the
translation of earnings.
The Group calculates a hypothetical foreign exchange impact on the income statement and foreign currency translation of net investments in
foreign subsidiaries for a 10% movement in foreign exchange rates. The Group’s principal foreign currency exposure is the US dollar. For US
dollars, a 10% movement in £/$ would result in a £25m increase/decrease (2021: £19m) in Adjusted Operating Profit, offset by a £3m decrease/
increase (2021: £2m) in interest payable and a £377m increase/decrease (2021: £50m) in other comprehensive income. A 10% movement in £/€
would result in a £15m increase/decrease (2021: £16m) in Adjusted Operating Profit, offset by a £3m decrease/increase (2021: £1m) in interest
payable and a £nil increase/decrease (2021: £5m) in other comprehensive income. The other comprehensive income impact also includes the
offsetting impact from financial instruments used to hedge the retranslation of the net investment in subsidiaries for US dollar is £210m (2021:
£54m) and euro is £46m (2021: £42m). Where possible, currency cash flows are used to settle liabilities in the same currency in preference to
selling currency in the market.
Notes to the Financial Statements
continued
178
Rentokil Initial plc
Annual Report 2022
Interest rate risk
The Group seeks to manage interest rate risk to ensure reasonable certainty of its interest charge while allowing an element of risk exposure
consistent with the variability of its cash flows. Interest rate risk is managed by the use of fixed interest debt and interest rate derivatives, which
are approved in advance by the Treasury Committee. The Group policy is to fix a minimum of 50% of its estimated future interest rate exposures
(excluding pensions) for a minimum period of 12 months forward. The Treasury Committee reviews this exposure monthly.
A hypothetical 1.0% increase in euro interest rates would reduce the market value of the Group’s bond liabilities by £128m at 31 December 2022
(2021: £62m). The income statement impact is £nil as changes in interest rates do not change the expected cash flows on the bonds.
The Group had outstanding bond debt issues at 31 December 2022 with a fair market value of £2,826m (2021: £1,272m). This exceeds the book
value of £2,987m (2021: £1,254m) as a result of reductions in interest rates in Europe. There are no circumstances where the Group would be
obliged to pay the fair market value. The Group could however decide to redeem some or all of its bonds early and the fair market value is
indicative of the price that would be required to do so.
(d) Capital risk
The Group is committed to maintaining a debt/equity structure that allows continued access to a broad range of financing sources and sufficient
flexibility to pursue commercial opportunities as they present themselves, without onerous financing terms and conditions. The Group’s policy is
to maintain a strong capital base so as to maintain investor, creditor and market confidence and to support the Group’s strategy. The Group uses
S&P’s ratings methodology for a BBB issuer to manage its capital risk. In the event that a ratings downgrade is likely net debt can be managed by
reducing or suspending dividends, M&A spend and capital expenditure. The Group would also consider raising additional equity to protect its
BBB rating.
(e) Treasury risk
The Group’s treasury activities are governed by a treasury policy, which is reviewed and approved by the Board on an annual basis. The treasury
policy covers all activities associated with managing the above risks. The policy requires that financial instruments are only utilised to manage
known financial exposures and speculative derivative contracts are not entered into. The treasury policy requires that treasury must approve
opening and closing of all bank accounts, and that funds transfers and other payments are only made in accordance with bank mandates.
To ensure an appropriate control environment exists in the treasury function, duties are segregated between front and back office teams.
In addition a number of controls are in place to protect against potential cyber security and other risks.
C2. Net debt
Closing net debt comprises:
Notes
2022
£m
2021
£m
Current
Cash and cash equivalents in the Consolidated Balance Sheet
C3
2,170
668
Other investments
C4
1
2
Fair value of debt-related derivatives
1
Bank and other short-term borrowings
1
(1,355)
(459)
Lease liabilities
B4
(135)
(78)
Non-current
Fair value of debt-related derivatives
(71)
(24)
Bank and other long-term borrowings
2
(3,574)
(1,256)
Lease liabilities
B4
(332)
(139)
Total net debt
(3,296)
(1,285)
1.
Bank and other short-term borrowings consists of £1,291m overdraft (2021: £426m), £24m overseas loans (2021: £30m) and £40m bond accruals (2021: £3m).
2. Bank and other long-term borrowings consists of £2,987m bond debt (2021: £1,254m) and £587m loans (2021: £2m).
The currency split and cash flows of bank, other borrowings and debt-related derivatives are as follows:
2022
£m
2021
£m
Pound sterling
1,727
48
Euro
927
856
US dollar
2,322
783
Other currencies
24
51
Carrying value
5,000
1,738
Fair value component of derivatives and interest
567
9
Undiscounted value
5,567
1,747
Analysis of undiscounted cash flows of bank and other borrowings:
Less than one year
1,435
450
Between one and five years
3,075
788
More than five years
1,057
509
Future minimum payments
5,567
1,747
Rentokil Initial plc
Annual Report 2022
179
Corporate Governance
Financial Statements
Other Information
Strategic Report
Reconciliation of net change in cash and cash equivalents to net debt:
Notes
Opening
2022
£m
Cash
flows
£m
Non-cash
(fair value
changes,
accruals and
acquisitions)
£m
Non-cash
(foreign
exchange,
additions
and other)
£m
Closing
2022
£m
Bank and other short-term borrowings
(459)
(121)
(771)
(4)
(1,355)
Bank and other long-term borrowings
(1,256)
(2,257)
(61)
(3,574)
Lease liabilities
B4
(217)
114
(225)
(139)
(467)
Other investments
1
1
Fair value of debt-related derivatives
(22)
(7)
19
(61)
(71)
Gross debt
(1,953)
(2,271)
(977)
(265)
(5,466)
Cash and cash equivalents in the Consolidated Balance Sheet
668
1,591
(89)
2,170
Net debt
(1,285)
(680)
(977)
(354)
(3,296)
Notes
Opening
2021
£m
Cash
flows
£m
Non-cash
(fair value
changes,
accruals and
acquisitions)
£m
Non-cash
(foreign
exchange,
additions
and other)
£m
Closing
2021
£m
Bank and other short-term borrowings
(1,591)
1,135
(12)
9
(459)
Bank and other long-term borrowings
(1,338)
15
(12)
79
(1,256)
Lease liabilities
B4
(215)
94
(5)
(91)
(217)
Other investments
172
(171)
1
Fair value of debt-related derivatives
7
31
(3)
(57)
(22)
Gross debt
(2,965)
1,104
(32)
(60)
(1,953)
Cash and cash equivalents in the Consolidated Balance Sheet
1,950
(1,267)
(15)
668
Net debt
(1,015)
(163)
(32)
(75)
(1,285)
The foreign exchange loss on debt and derivatives amounted to £74m (2021: £30m gain). The loss primarily resulted from a strengthening of the
euro by 6 cents and a strengthening of the US dollar by 14 cents. Included within the net decrease in cash and cash equivalents is £4m cash paid
on debt-related foreign exchange forward contracts (which is included within financing activities in the Consolidated Cash Flow Statement) (2021:
£19m).
The total borrowings cash increase of £2,378m (2021: decrease of £1,149m) includes £2,383m proceeds from new debt (2021: £5m) (included in
financing activities) and £865m increase in overdraft (2021: £972m decrease), offset by £844m debt repayment (included in financing activities)
(2021: £167m) and £26m settlement of interest accrued (included within operating activities) (2021: £15m).
The derivatives cash increase of £7m (2021: £31m decrease) includes £26m inflow (2021: £19m outflow) of cash paid on debt-related foreign
exchange swaps (included in financing activities) and £19m (2021: £12m) interest paid (included in operating activities).
The cash outflow of £114m from leases liabilities (2021: £94m) includes £104m capital paid (included within financing activities) (2021: £88m) and
£10m interest paid (included in operating activities) (2021: £6m).
Fair value is equal to carrying value for all elements of net debt with the exception of bond debt, which has a carrying value of £2,987m (2021:
£1,254m) and a fair value of £2,826m (2021: £1,272m).
The Group operates notional pooling arrangements whereby cash balances and overdrafts held within the same bank have a legal right of offset.
The following table shows the effect of offsetting in the balance sheet due to financial instruments subject to enforceable netting arrangements:
Notes
Gross amount
2022
£m
Gross amounts
set off in the
balance sheet
2022
£m
Net amounts
presented in the
balance sheet
2022
£m
Amount subject
to master netting
arrangement
2022
£m
Net amount
2022
£m
Financial assets
Cash and cash equivalents
C3
2,170
2,170
(1,291)
879
Trade and other receivables
A3
843
843
843
Other financial assets
C4
1
1
1
Derivative financial instruments
C6
21
21
(21)
Total
3,035
3,035
(1,312)
1,723
Financial liabilities
Trade and other payables
A5
(896)
(896)
(896)
Borrowings
C2
(4,929)
(4,929)
1,291
(3,638)
Lease liabilities
B4
(467)
(467)
(467)
Derivative financial instruments
C6
(92)
(92)
21
(71)
Total
(6,384)
(6,384)
1,312
(5,072)
Notes to the Financial Statements
continued
180
Rentokil Initial plc
Annual Report 2022
Notes
Gross amount
2021
£m
Gross amounts
set off in the
balance sheet
2021
£m
Net amounts
presented in the
balance sheet
2021
£m
Amount subject
to master netting
arrangement
2021
£m
Net amount
2021
£m
Financial assets
Cash and cash equivalents
C3
668
668
(423)
245
Trade and other receivables
1
A3
506
506
506
Other financial assets
C4
2
2
2
Derivative financial instruments
C6
12
12
(8)
4
Total
1,188
1,188
(431)
757
Financial liabilities
Trade and other payables
2
A5
(597)
(597)
(597)
Borrowings
C2
(1,715)
(1,715)
423
(1,292)
Lease liabilities
B4
(217)
(217)
(217)
Derivative financial instruments
C6
(35)
(35)
8
(27)
Total
(2,564)
(2,564)
431
(2,133)
1.
Trade and other receivables have been restated in 2021 due to a correction to exclude prepayments of £35m.
2. Trade and other payables have been restated in 2021 due to a correction to exclude social security and other taxes of £72m and contract liabilities of £167m.
C3. Cash and cash equivalents
Cash and cash equivalents include cash in hand, short-term bank deposits and other short-term highly liquid investments with original maturities
of three months or less (and subject to insignificant changes in value). In the cash flow statement, cash and cash equivalents are shown net
of bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
Cash at bank and in hand includes £13m (2021: £7m) of restricted cash. This cash is held in respect of specific contracts and can only be utilised in
line with terms under the contractual arrangements.
Cash at bank and in hand also includes £69m (2021: £66m) of cash held in countries with foreign exchange regulations. This cash is repatriated to
the UK where possible, if it is not required for operational purposes in country.
Fair value is equal to carrying value for all cash and cash equivalents.
Gross amounts
2022
£m
Gross amounts
2021
£m
Cash at bank and in hand
1,713
554
Money market funds
236
52
Short-term bank deposits
221
62
Cash and cash equivalents in the Consolidated Balance Sheet
2,170
668
Bank overdraft
(1,291)
(426)
Cash and cash equivalents in the Consolidated Cash Flow Statement
879
242
As far as it is practical to do so, cash balances are held centrally and are used first to repay borrowings under the Group’s banking facilities before
being placed on deposit.
C4. Other investments
Other investments held at year end mainly comprised investments in unlisted shares in a joint venture based in the Cayman Islands and term
deposits maturing in more than three months from the date that the deposit was placed. The weighted average effective interest rate earned is
nil% (2021: 0.4%) with £1m fixed for six months to one year (2021: £2m). Fair value is equal to carrying value for all other investments.
Financial assets are denominated in the following currencies:
2022
£m
2021
£m
Pound sterling
1
2
Other
23
24
2
Analysed as follows:
Current portion
1
2
Non-current portion
23
24
2
None of the financial assets are either past due or impaired in 2022 (2021: none).
Rentokil Initial plc
Annual Report 2022
181
Corporate Governance
Financial Statements
Other Information
Strategic Report
C5. Derivative financial instruments
Accounting for derivative financial instruments and hedging activities
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair
value at the balance sheet date. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a
hedging instrument and, if so, the nature of the item being hedged. At the inception of the transaction the Group documents the relationship
between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge
transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that
are used in hedging transactions are effective in offsetting changes in fair values of hedged items.
Certain financial instruments are not designated or do not qualify for hedge accounting. Typically the Group will not designate financial
instruments for hedge accounting where a perfect or near perfect offset is expected between the change in value of assets and liabilities.
Changes in the fair value of any derivative instruments in this category are immediately recognised in the income statement. Where financial
instruments are designated for hedge accounting they are designated as either fair value hedge, net investment hedge or cash flow hedge. When
designating cross-currency swaps, the cost of hedging has been excluded from the relationship and any movement in the fair value related to the
cost of hedging is deferred in equity and amortised over the life of the hedged item.
(a) Fair value hedge
These instruments are used to hedge exposure to changes in the fair value of recognised assets or liabilities. Changes in the fair value
of derivatives that are designated and qualify as fair value hedges are recognised in the income statement, together with any changes in the
fair value of the hedged asset or liability that are attributable to the hedged risk. There were no fair value hedges as at the year end date.
(b) Net investment hedge
These instruments are used to hedge exposure on translation of net investments in foreign operations. Any gain or loss on the hedging
instrument related to the effective portion of the hedge is recognised in other comprehensive income; the gain or loss related to the ineffective
portion is recognised immediately in the income statement. In the event of disposal of a foreign operation, the gains and losses accumulated in
other comprehensive income are recycled through the income statement. All currencies are directly hedged therefore the hedge ratio is
considered to be 1:1.
The Group expects that the values of the hedged item and hedging instrument will move in opposite directions in response to movements in the
same hedged risk. Where there are sufficient levels of denominated net assets, the critical terms are deemed to match.
The following net investment hedges were in place at 31 December 2022:
US dollar net investment hedge relationship: $2,091m cross-currency swaps notional (2021: $807m), $700m term loan (2021: $nil) and $274m
cross-currency swaps future interest cash flows (2021: $93m) have been used to hedge $3,065m of the net assets of the US operating
subsidiaries (2021: $900m). The movement in the cross-currency swaps due to changes in $/£ exchange rates are in the opposite direction of the
changes due to $/£ in the subsidiaries’ assets. As the critical terms match, their values will systematically change in the opposite direction of each
other. Thus we consider that this demonstrates the existence of an economic relationship.
Euro net investment hedge relationship: €577m bonds (2021: €552m) are used to hedge the net assets of the euro operating subsidiaries
totalling €577m (2021: €552m). The movement in the bonds due to changes in €/£ exchange rates are in the opposite direction of the changes
due to €/£ in the subsidiaries’ assets. As the critical terms match, their values will systematically change in the opposite direction of each other.
Thus we consider that this demonstrates the existence of an economic relationship.
Australian dollar (AUD) net investment hedge relationship: AUD8m overdraft (2021: AUD9m) is used to hedge AUD8m of the net assets of the
AUD denominated operating subsidiaries. The movement in the overdraft balance due to changes in AUD/GBP exchange rates are in the
opposite direction of the changes due to AUD/GBP in the subsidiaries’ assets. As the critical terms match, their values will systematically change
in the opposite direction of each other. Thus we consider that this demonstrates the existence of an economic relationship.
Japanese yen (JPY) net investment hedge relationship: JPY1,925m cross-currency swap notional (2021: JPY1,250m) offset by JPY55m
cross-currency swaps future interest cash inflows (2021: JPYnil) have been used to hedge JPY1,870m of the net assets of the Japanese associate.
The movement in the cross-currency swaps due to changes in JPY/GBP exchange rates are in the opposite direction of the changes due to JPY/
GBP in the associate’s assets. As the critical terms match, their values will systematically change in the opposite direction of each other. Thus we
consider that this demonstrates the existence of an economic relationship.
During the year there was a loss of £1m (2021: £2m gain) relating to ineffectiveness of net investment in foreign entity hedges. The main source of
ineffectiveness of the net investment hedge is the off-market value of the cross-currency swaps used to hedge US dollar net assets at the hedge
designation date. Ineffectiveness due to changes in the counterparty credit risk was not material in the year and is expected to remain the same
because the Group’s counterparties have at least one credit rating of A- or above.
For the year ended 31 December 2022, the amount in comprehensive income related to net investment hedge accounting was a loss of £68m
(2021: £15m gain).
Notes to the Financial Statements
continued
182
Rentokil Initial plc
Annual Report 2022
The effect of the foreign currency related hedging instruments on the Group’s financial position and performance is shown in the table below:
Hedging instruments
2022
Currency
Carrying
amount at
year end date
£m
Notional
amount
£m
Maturity
date
Hedge
ratio
Change in
fair value of
outstanding
instrument
£m
Change in fair
value of
hedged item
£m
Ineffectiveness
£m
Weighted
average
foreign
exchange rate
for the year
Cross-currency swaps
USD
(105)
1,728
November 2024
– October 2028
1:1
(109)
(108)
(1)
1.250
Cross-currency swaps
JPY
12
November 2024
1:1
137.071
Bonds
EUR
(510)
(510)
June 2027 – June
2030
1:1
(22)
(22)
1.154
Term loan
USD
(579)
(579)
October 2025
1:1
60
60
1.152
Overdraft
AUD
(5)
(5)
n/a
1:1
1.819
Hedging instruments
2021
Currency
Carrying
amount at
year end date
£m
Notional
amount
£m
Maturity
date
Hedge
ratio
Change in
fair value of
outstanding
instrument
£m
Change in fair
value of
hedged item
£m
Ineffectiveness
£m
Weighted
average
foreign
exchange rate
for the year
Cross-currency swaps
USD
2
596
November 2024
– October 2028
1:1
(16)
(18)
2
1.296
Cross-currency swaps
JPY
1
8
November 2022
1:1
1
1
134.326
Bonds
EUR
(463)
(464)
November 2024
– October 2028
1:1
28
28
1.147
Overdraft
AUD
(5)
(5)
n/a
1:1
1.857
(c) Cash flow hedge
These instruments are used to hedge a highly probable forecast transaction, or a change in the cash flows of a recognised asset or liability. The
portion of the gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income.
Any ineffective portion is immediately recognised in the income statement. The gains or losses that are recognised in comprehensive income are
transferred to the income statement in the same period in which the hedged cash flows affect the income statement. In the event that the hedged
item occurs or is no longer expected to occur, accumulated gains or losses held in the cash flow hedge reserve are immediately recognised in the
income statement. In the event that the hedged item is expected to occur but no longer meets the requirements of hedge accounting,
accumulated gains or losses remain in other comprehensive income and are only recognised in the income statement when the forecast
transaction occurs or is no longer expected to occur. All cash flow hedge relationships are hedges of a foreign currency risk and all currencies
were directly hedged, therefore the hedge ratio is considered to be 1:1.
Cash flow hedge accounting has been applied to derivatives (marked as ‘cash flow hedge’ in the table on page 184) in accordance with IFRS 9.
Where no hedge accounting has been applied, related derivatives have been marked as ‘non-hedge’.
The hedged item, a euro bond, creates an exposure to pay interest annually and the principal at maturity. By receiving the same amount at the
same dates through a cross-currency swap, this exposure is eliminated. Since the critical terms of the derivative and the hedged debt match (i.e.
matching currencies, payment dates and interest rate on the leg of the swap offsetting the bond), the change in value of the derivative, excluding
any basis risk, will be considered to completely offset the changes in the hedged cash flow.
Any ineffectiveness on the cash flow hedge is taken directly to finance costs. During the year there was a gain of £21m (2021: loss of £1m)
from those derivatives in a cash flow hedge relationship relating to the refinancing of Terminix debt. Ineffectiveness due to changes in the
counterparty credit risk was not material in the year and is expected to remain the same because the Group’s counterparties credit rating is A-
and above.
Cash flow hedge accounting has been applied to €400m (2021: €340m) of the €400m 2024 bond, €500m (2021: €179m) of the €500m 2026
bond, €421m (2021: €nil) of the €850m 2027 bond and €600m (2021: €175m) of the €600m 2028 bond. The cross-currency interest rate swaps
are used as hedging instruments to hedge the volatility in the £/€ exchange rate of the bonds. For the year ended 31 December 2022, the
amount in comprehensive income related to cash flow hedge accounting was a loss of £6m (2021: £13m gain).
Rentokil Initial plc
Annual Report 2022
183
Corporate Governance
Financial Statements
Other Information
Strategic Report
The effect of the foreign currency related hedging instruments on the Group’s financial position and performance is shown in the table below:
Hedging instruments
2022
Currency
Carrying
amount at
year end
date
£m
Notional
amount
£m
Maturity
date
Hedge
ratio
Change in fair
value of
outstanding
instrument
£m
Cumulative
change in fair
value of
hedged item
£m
Ineffectiveness
£m
Weighted
average rate
for the year
Cross-currency swaps
EUR
34
1,700
November 2024
– October 2028
1:1
60
61
(1)
1.150
Hedging instruments
2021
Currency
Carrying
amount at
year end
date
£m
Notional
amount
£m
Maturity
date
Hedge
ratio
Change in fair
value of
outstanding
instrument
£m
Cumulative
change in fair
value of
hedged item
£m
Ineffectiveness
£m
Weighted
average rate
for the year
Cross-currency swaps
EUR
(25)
695
November 2024
– October 2028
1:1
(24)
(23)
(1)
1.131
Amount in cash flow hedge reserves related to continuing hedges is a gain of £3m (2021: £9m gain), and the amount related to discontinued
hedges is £nil (2021: £nil).
C6. Fair value estimation
All financial instruments held at fair value are classified by reference to the source of inputs used to derive the fair value. The following hierarchy
is used:
Level 1
– unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2
– inputs other than quoted prices that are observable for the asset or liability either directly as prices or indirectly through modelling
based on prices; and
Level 3
– inputs for the asset or liability that are not based on observable market data.
Financial instrument
Hierarchy
level
Valuation method
Financial assets traded in active markets
1
Current bid price
Financial liabilities traded in active markets
1
Current ask price
Listed bonds
1
Quoted market prices
Money market funds
1
Quoted market prices
Interest rate/currency swaps
2
Discounted cash flow based on market swap rates
Forward foreign exchange contracts
2
Forward exchange market rates
Borrowings not traded in active markets (term loans
and uncommitted facilities)
2
Nominal value
Money market deposits
2
Nominal value
Trade payables and receivables
2
Nominal value less estimated credit adjustments
Contingent consideration (including put option liability)
3
Discounted cash flow using WACC
Fair value
assets
2022
£m
Fair value
liabilities
2022
£m
Fair value
assets
2021
£m
Fair value
liabilities
2021
£m
Interest rate swaps (level 2):
– non-hedge
(1)
– cash flow hedge
36
(2)
(25)
– net investment hedge
15
(120)
11
(8)
Foreign exchange swaps (level 2):
– non-hedge
1
(1)
51
(122)
12
(35)
Analysed as follows:
Current portion
2
(1)
Non-current portion
51
(122)
10
(34)
Derivative financial instruments
51
(122)
12
(35)
Contingent consideration (including put option liability) (level 3)
(70)
(75)
Analysed as follows:
Current portion
(32)
(23)
Non-current portion
(38)
(52)
Other payables
(70)
(75)
Certain interest rate swaps have been bifurcated to manage different foreign exchange risks. The interest rate swaps are shown on the balance
sheet as net derivative assets £21m (2021: £12m) and net derivative liabilities £92m (2021: £35m).
The effective nominal value of foreign exchange swaps is £17m (2021: £39m) and foreign exchange forwards is £nil (2021: £34m).
Given the volume of acquisitions and the variety of inputs to the valuation of contingent consideration (depending on each transaction), there are
not considered to be any changes in input that would have a material impact on the contingent consideration liability.
Notes to the Financial Statements
continued
184
Rentokil Initial plc
Annual Report 2022
Contingent
consideration
2022
£m
Contingent
consideration
2021
£m
At 1 January
75
63
Exchange differences
(2)
(8)
Acquisitions
18
24
Payments
(24)
(12)
Revaluation of put option through equity
3
8
At 31 December
70
75
Fair value is equal to carrying value for all other trade and other payables.
The table below analyses the Group’s derivative financial instruments that will be settled on a gross basis, into relevant maturity groupings based
on the remaining period to the contractual maturity date at the balance sheet date.
Less than
1 year
£m
Between
1 and 2 years
£m
Between
2 and 5 years
£m
More than
5 years
£m
Total
£m
At 31 December 2022
Cross-currency interest rate swaps:
– outflow
(64)
(460)
(909)
(549)
(1,982)
– inflow
20
390
874
534
1,818
Interest rate swaps:
– outflow
(1)
(3)
(4)
– inflow
10
9
19
Foreign exchange swaps:
– outflow
(15)
(15)
– inflow
15
15
Foreign exchange forwards:
– outflow
– inflow
Net inflow/(outflow)
(35)
(64)
(35)
(15)
(149)
At 31 December 2021
Cross-currency interest rate swaps:
– outflow
(18)
(14)
(471)
(158)
(661)
– inflow
12
5
445
148
610
Interest rate swaps:
– outflow
(8)
(6)
(6)
(20)
– inflow
2
3
4
9
Foreign exchange swaps:
– outflow
(385)
(385)
– inflow
387
387
Foreign exchange forwards:
– outflow
(34)
(34)
– inflow
34
34
Net inflow/(outflow)
(10)
(12)
(28)
(10)
(60)
C7. Analysis of bank and bond debt
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are classified as current liabilities unless the Group
has a continuing right to defer settlement of the liability for at least 12 months after the balance sheet date.
The Group’s bank debt facilities comprise:
Facility
amount
2022
£m
Drawn at
year end
2022
£m
Headroom
2022
£m
Interest rate
at year end
2022
%
Facility
amount
2021
£m
Drawn at
year end
2021
£m
Headroom
2021
£m
Interest rate
at year end
2021
%
Non-current
$700m term loan due October 2025
579
579
4.9
$1.0bn RCF due October 2027
827
827
0.14
£550m RCF due August 2025
550
550
0.14
During the year the Group amended, extended and increased its RCF with 16 relationship banks from £550m to $1.0bn in order to provide
additional liquidity headroom in relation to the acquisition of Terminix Global Holdings, Inc. The RCF was undrawn throughout 2021 and 2022.
In addition, the Group entered into a £120m uncommitted RCF facility with ING Bank N.V. which was drawn down in full and repaid during the
period. This facility was cancelled on 30 June 2022.
Rentokil Initial plc
Annual Report 2022
185
Corporate Governance
Financial Statements
Other Information
Strategic Report
In June 2022, the Group issued three new bonds: €850m 5-year at 3.875%; €600m 8-year at 4.375%; and £400m 10-year at 5.0%. These bonds
fully covered the $1.3bn cash element of the Terminix transaction consideration.
In October 2022 the Group entered into a term loan arrangement, borrowing $700m at a floating interest rate based on SOFR plus a 60bps margin.
There are no financial covenants on the RCF or any other debt facility.
Medium-term notes and bond debt comprises:
Bond interest
coupon
2022
Effective hedged
interest rate
2022
Bond interest
coupon
2021
Effective hedged
interest rate
2021
Non-current
€400m bond due November 2024
Fixed 0.95%
Fixed 3.21%
Fixed 0.95%
Fixed 3.08%
€500m bond due May 2026
Fixed 0.875%
Fixed 1.78%
Fixed 0.875%
Fixed 1.54%
€850m bond due June 2027
Fixed 3.875%
Fixed 3.98%
€600m bond due October 2028
Fixed 0.5%
Fixed 1.3%
Fixed 0.50%
Fixed 1.08%
€600m bond due June 2030
Fixed 4.375%
Fixed 4.38%
£400m bond due June 2032
Fixed 5.0%
Fixed 5.11%
Average cost of bond debt at year-end rates
3.28%
1.78%
The effective hedged interest rate reflects the interest rate payable after the impact of interest due from cross-currency swaps. The Group’s
hedging strategy is to hold foreign currency debt in proportion to foreign currency profit and cash flows, which are mainly in euro and US dollar.
As a result, the Group has swapped a portion of the bonds it has issued into US dollars, thus increasing the effective hedged interest rate.
The Group considers the fair value of other current liabilities to be equal to the carrying value.
C8. Finance cost
Note
2022
£m
2021
£m
2020
£m
Hedged interest payable on medium-term notes issued
1
39
10
16
Interest payable on bank loans and overdrafts
1
5
3
3
Interest payable on RCF
1
1
1
5
Interest payable on foreign exchange swaps
2
19
14
9
Interest payable on leases
B4
10
6
7
Amortisation of discount on provisions
3
Fair value loss on hedge ineffectiveness
2
8
Fair value adjustment on debt repayment
4
Fair value loss on other derivatives
3
26
Total finance cost
79
34
78
1.
Interest expense on financial liabilities held at amortised cost.
2. Interest payable on foreign exchange swaps including coupon interest payable for the year was £26m (2021: £17m). £8m has been reported in other comprehensive income due to
hedge accounting (2021: £4m).
3.
Fair value loss on other derivatives relates to $335m SBU entered into since February 2019 ($170m in February 2019 and $165m in July 2019) which did not qualify for hedge accounting.
The instrument provided an annual interest benefit of 1.9% of the outstanding principal and was closed out in August 2020 with a full-year loss of £26m excluding interest accrued.
C9. Finance income
Note
2022
£m
2021
£m
2020
£m
Bank interest received
5
1
2
Interest receivable on foreign exchange swaps
3
Fair value gain on hedge ineffectiveness
22
Hyperinflation accounting adjustment
22
3
Interest on net defined benefit asset
A10
1
Total finance income
49
4
6
Adjusted interest
Adjusted interest is calculated by adjusting the reported finance income and costs by the net interest from amortisation of discount on legacy
provisions and by hedge accounting recognised in other comprehensive income. Fair value is equal to carrying value for all cash and cash
equivalents.
2022
AER
£m
2021
AER
£m
Finance cost
79
34
Finance income
(49)
(4)
Add back:
Amortisation of discount on legacy provisions
(3)
Gain on hedge accounting recognised in finance income/cost
21
4
Adjusted interest
48
34
Notes to the Financial Statements
continued
186
Rentokil Initial plc
Annual Report 2022
C10. Adjusted Cash Flow and Free Cash Flow
2022
£m
2021
£m
2020
£m
Operating profit
317
347
294
Adjustments for:
– Depreciation and impairment of property, plant and equipment
148
128
132
– Depreciation and impairment of leased assets
106
78
78
– Amortisation and impairment of intangible assets (excluding computer software)
118
74
82
– Amortisation and impairment of computer software
22
17
19
– Other non-cash items
8
6
(1)
Changes in working capital (excluding the effects of acquisitions and exchange differences on
consolidation):
– Inventories
(4)
(3)
(23)
– Contract costs
(10)
(5)
(2)
– Trade and other receivables
37
59
(19)
– Accrued income
(32)
2
– Trade and other payables and provisions
(75)
(43)
78
– Contract liabilities
81
11
13
Cash generated from operating activities
716
669
653
Purchase of property, plant and equipment
(153)
(128)
(130)
Purchase of intangible fixed assets
(37)
(32)
(23)
Capital element of lease payments and initial direct costs incurred
(104)
(88)
(83)
Proceeds from sale of property, plant and equipment
5
7
6
Cash impact of one-off and adjusting items
59
27
7
Dividends received from associates
4
4
12
Adjusted Cash Flow
490
459
442
Interest received
13
5
8
Interest paid
(52)
(42)
(49)
Income tax paid
(77)
(69)
(64)
Free Cash Flow
374
353
337
Free Cash Flow
The Group aims to generate sustainable cash flow (Free Cash Flow) in order to support its acquisition programme and to fund dividend payments
to shareholders. Free Cash Flow is measured as net cash from operating activities, adjusted for cash flows related to the purchase and sale of
property, plant, equipment and intangible fixed assets, cash flows related to leased assets, cash flows related to one-off and adjusting items and
dividends received from associates. These items are considered by management to be non-discretionary, as continued investment in these
assets is required to support the day-to-day operations of the business. A reconciliation of Free Cash Flow from net cash from operating activities
is provided in the table below:
2022
AER
£m
2021
AER
£m
Net cash from operating activities
600
563
Purchase of property, plant, equipment and intangible fixed assets
(190)
(160)
Capital element of lease payments and initial direct costs incurred
(104)
(88)
Proceeds from sale of property, plant, equipment and software
5
7
Cash impact of one-off and adjusting items
59
27
Dividends received from associates
4
4
Free Cash Flow
374
353
Adjusted Free Cash Flow Conversion
Adjusted Free Cash Flow Conversion is calculated by dividing Adjusted Free Cash Flow by Adjusted Profit After Tax, expressed as a percentage.
Adjusted Free Cash Flow is measured as Free Cash Flow adjusted for product development additions and net investment hedge cash interest
through Other Comprehensive Income.
2022
AER
£m
2021
AER
£m
Adjusted Profit After Tax
427
336
Free Cash Flow
374
353
Product development additions
10
7
Net investment hedge cash interest through Other Comprehensive Income
8
4
Adjusted Free Cash Flow
392
364
Adjusted Free Cash Flow Conversion
91.8%
108.3%
Rentokil Initial plc
Annual Report 2022
187
Corporate Governance
Financial Statements
Other Information
Strategic Report
Notes to the Financial Statements
continued
D. Other
D1. Dividends
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s Financial Statements in the period in which the
dividends are approved by the Company’s shareholders. Interim dividends are recognised when paid.
2022
£m
2021
£m
2020
£m
2020 final dividend paid – 5.41p per share
100
2021 interim dividend paid – 2.09p per share
39
2021 final dividend paid – 4.30p per share
80
2022 interim dividend paid – 2.40p per share
42
122
139
An interim dividend of 2.40p per share was paid on 12 September 2022 amounting to £42m. A final dividend in respect of 2022 of 5.15p per share
is to be proposed at the Annual General Meeting on 10 May 2023.
In 2021 an interim dividend of 2.09p per share was paid on 13 September 2021 amounting to £39m, and a final dividend in respect of 2021 of
4.30p per share was paid on 18 May 2022.
The aggregate amount of the proposed dividend to be paid out of retained earnings at 31 December 2022, but not recognised as a liability at year
end, is £130m (2021: £80m).
D2. Share capital
The Company’s share capital is made up of the shares that have been issued to its members, whether on, or subsequent to, its incorporation.
At the year end the Company’s issued share capital consisted of ordinary shares of 1p each, with one voting right per share, as detailed below.
The Company does not have a limited amount of authorised capital.
During the year, 656,206,920 new shares were issued in relation to the acquisition of Terminix Global Holdings, Inc. and 4,500,000 new shares
were issued in relation to employee share schemes.
The Company does not hold any shares in treasury.
2022
£m
2021
£m
Issued and fully paid
At 31 December – 2,520,039,885 shares (2021: 1,859,332,965)
25
19
D3. Contingent liabilities
The Group has contingent liabilities relating to guarantees in respect of leasehold properties, pensions, third parties, environmental issues,
tax and litigation. The possibility of any significant outflows in respect of these items is considered to be remote.
D4. Related party transactions
Subsidiaries
All transactions between Group subsidiaries were transacted at arm’s length during the ordinary course of business and have been eliminated on
consolidation, along with any outstanding balances, and accordingly are not disclosed in this note.
Key management personnel
The Group’s strategy and policy are managed by the Executive Leadership Board. Their compensation and the compensation payable to the
Non-Executive Directors is shown below:
2022
£m
2021
£m
2020
£m
Salaries and other short-term employee benefits
7
6
8
Post-employment benefits
1
Share-based payments
5
3
2
12
10
10
Joint ventures and associate entities
Nippon Calmic Ltd (49%), Boecker Public Safety Services – Qatar W.L.L. (24.5%) and Boecker Public Health Services Limited (30%) were
associates during 2021 and 2022. Boecker Public Safety Services – Qatar W.L.L. and Boecker Public Health Services Limited became associate
entities when they were acquired by the Group on 3 August 2021. In addition the Group acquired investments in associates based in China with
the Terminix acquisition on 12 October 2022 as follows: Fujian Xunke Pest Control Company Limited (30%), Guangdong Vircon Pest Management
Company Limited (30%), Ningbo Yuying Vector Control Company Limited (30%) and Guangdong New Hope City Pest Control Company Limited
(30%). All balances related to associates are disclosed in Note B6.
There are no significant transactions between associate entities and other Group companies.
188
Rentokil Initial plc
Annual Report 2022
D5. Government grants
In response to the global COVID-19 pandemic there were a number of government schemes made available providing wage subsidies for
companies that had to shut or scale down operations. The government schemes have different conditions attached to them depending on the
country in which they are available. The Group presents the grants by deducting from the related expense, which in this case is the employee
benefit expense. The Group received a total wage subsidy of £1m in 2022 (2021: £1m; 2020: £14m).
D6. Post balance sheet events
There have been no significant post balance sheet events affecting the Group since 31 December 2022.
Rentokil Initial plc
Annual Report 2022
189
Corporate Governance
Financial Statements
Other Information
Strategic Report
Related Undertakings
Subsidiaries and other associated undertakings at 31 December 2022
Subsidiaries:
Company name
Share class
% held by
Group
companies
Argentina
Calle 70 No. 2720, Necochea city, Province of Buenos Aires, Argentina
Ecotec Interocéanica S.A.
3
Ordinary
100%
Australia
Unit A1, 3-29 Birnie Avenue, Lidcombe Business Park, Lidcombe
NSW 2141, Australia
Cannon Hygiene Australia Pty Limited
Ordinary
100%
Green Fingers Plant Hire Pty Limited
Ordinary
100%
Knock Out Pest Control Pty Limited
Ordinary
100%
Pest Away Australia Pty Limited
Ordinary
100%
Rentokil Australia Pty Limited
Ordinary
100%
Rentokil Initial Asia Pacific Pty Limited
Ordinary
100%
Rentokil Initial Pty Limited
Ordinary
100%
Rentokil Pest Control (QLD) Pty Limited
Ordinary
100%
Rentokil Pest Holdings Pty Limited
Ordinary
100%
Rentokil Pty Limited
Ordinary
100%
Preference
100%
Austria
Brown-Boveri-Straße 8/2/8, 2351, Wiener Neudorf, Austria
Rentokil Initial GmbH
Ordinary
100%
Fehringer Strabe 45, 8280 Furstenfeld, Austria
Varmintex GmbH
3
Ordinary
100%
Bahamas
Corporate Services International, 308 East Bay Street, Nassau,
PO Box N-7527, Bahamas
Rentokil Initial (Bahamas) Limited
Ordinary
100%
5th Terrace Centreville, PO Box N-1388 Nassau, New Providence,
Bahamas
Tropical Exterminators Limited
Common
100%
Tropical Exterminators (Holdings) Limited
Common
100%
Barbados
One Welches, Welches St Thomas, Barbados
Rentokil Initial (Barbados) Limited
Ordinary
100%
Belgium
Brandekensweg 2, Schelle, 2627, Belgium
Initial Belux N.V.
Ordinary
100%
Ambius N.V.
Ordinary
100%
Rentokil N.V.
Ordinary
100%
Brazil
Carlos de Laet, 3.443 Street, Boqueirão, Curitiba, Paraná, 81650-040,
Brazil
União Sul Controle de Pragas Ltda ME
Ordinary
100%
Avenida Afonso Pena, nº 808, Santos, 11020-004, Brazil
Ativa Controle Ambiental Ltda
3
Ordinary
100%
Ecotec Brasil Tratamentos Fitossanitários
Ltda
3
Ordinary
100%
Avenida Ceci 348 Predio Anexo, Tamboré, São Paulo, Brazil
Rentokil Initial Do Brasil Ltda
Ordinary
100%
Rua Professor José Vieira de Mendonça, 770 Sala 308, Belo
Horizonte, Estado de Minas Gerais, Brazil
Ecovec Comércio e Licenciamento de
Tecnologias ltda
Ordinary
100%
Company name
Share class
% held by
Group
companies
Brunei Darussalam
Unit D1 & D1-1 Block D, Bangunan Hj Lajim & Anak-anak, Kg Kiarong
Bandar Seri Begawan Brunei Darussalam, BE1318, Brunei Darussalam
Rentokil Initial (B) Sdn Bhd
Ordinary
90%
Canada
3325 North Service Road, Burlington, ON L7N 3G2, Canada
Direct Line Sales Ltd.
Class A
100%
Class B
100%
8699 Escarpment Way, Milton, ON L9T 0J5, Canada
Residex Canada Inc.
Common
100%
Suite 900, 1959 Upper Water Street, Halifax, NS B3J 2X2, Canada
Rentokil Canada Corporation
Class A
100%
Class B
100%
1222 Lesperance Road, Tecumseh ON N8N 1X5, Canada
Copesan Services Canada Inc.
3
Interest
100%
243-945 av. Newton, Québec G1P4M3, Canada
Terminix Canada Ltd.
3
Common
100%
1600 – 925 West Georgia Street, Vancouver BC V6C 3L2, Canada
0925322 B.C. Ltd.
3
Common
Preferred
100%
100%
Chile
Av. Víctor Uribe No 2080 Quilicura Santiago, Chile
Ingeclean S.A
Ordinary
100%
San Martin, Los Ángeles, N° 399, Chile
Plaguisur Limitada
Ordinary
100%
Galvarino 8481, Bodega 3, Quilicura, Santiago, Chile
Comercializadora de Insumos y Servicios
Mauco Limitada
Social Rights
100%
El Trapiche No.1322, Galpón No.4, Codominio Pacific, Coquimbo, Chile
Control de Plagas Hidalgo Y Rodriguez
Limitada
Ordinary
100%
El Salto 4001, piso 9, Huechuraba, Santiago, Chile
Ingeniería en Sanitización S.A
Ordinary
100%
Victor Uribe N° 2080, Quilicura, Santiago, Chile
Rentokil Initial Chile SpA
Ordinary
100%
Av. El Bosque PC 12 Lo Boza dpto, B05 Pudahuel, Santiago, Chile
Desan SPA
3
Ordinary
100%
Av. La Dehesa 1201 Of 836 Lo Barnechea – Santiago, Chile
Asesores en Sanidad Vegetal y Ambiental
Limitada
3
Special
100%
Colombia
Cr 42A 80B 07, Barranquilla, Colombia
Colplagas S.A.S
Ordinary
100%
Calle 135 #47-71, Bogota, 1019, Colombia
Continental De Fumigaciones S.A.S
Ordinary
100%
Calle 33, No 56 36 Bello, Antioquia, Colombia
Fumigax S.A.S
Ordinary
100%
190
Rentokil Initial plc
Annual Report 2022
Company name
Share class
% held by
Group
companies
Colombia continued
Calle 93# 11A – 28 office 303, Bogotá, Colombia
Rentokil Initial Colombia S.A.S
Common
100%
Cr 20 No 162-11, Colombia
Fumigaciones Young S.A.S
3
Ordinary
100%
Costa Rica
Avenida 18, calles 17 y 19, edificio 47, Barrio Luján, San José,
Costa Rica
Fumigadora Control Tecnico De Plagas S.A.
Common
100%
The Mill Residential, from Asembis, 200 meters South, 25 meters
West, 75 meters Southwest, Cartago, Costa Rica
Decolim Limitada
3
Common
100%
Curaçao
Parke Comersial Korsow, A 24 Veeris, 102077, Curaçao
Chuchubi Pest Control N.V.
Ordinary
100%
Czech Republic
Praha 2, Vyšehradská 1349/2, Prague, PSČ 12800, Czech Republic
Rentokil Initial s.r.o.
Ordinary
100%
Denmark
Paul Bergsøes Vej 22, 2600 Glostrup, Denmark
Rentokil Initial A/S
Ordinary
100%
Dominican Republic
1125 Berkshire Blvd, Suite 150, Reading, PA 19610, United States
Oliver Exterminating Dominicana Corp.
Common
100%
El Salvador
Avenida Calzada Guarda Barranco Urbanizacion, Lomas de Altamira,
#14 Pasaje Clarineros, Central America, El Salvador
Sagrip S.A. de C.V.
Ordinary
100%
Estonia
Turi Str. 3/1, 11313, Tallinn, Estonia
Rentokil Oü
Ordinary
100%
Eswatini
Umkhiwa House, Lot 195, Kal Grant Street, Mbabane, Eswatini
RI Swaziland (Pty) Limited
Ordinary
100%
Fiji
Lot 5, Kaua Road, Suva, Fiji
Rentokil Initial Pte Limited
Ordinary
100%
Finland
Tikkurilantie 10 Vantaa, Finland, 01380, Finland
Rentokil Initial Oy
Ordinary
100%
France
6 Rue Livio, 67100 Strasbourg, France
CAWE FTB Group SAS
Ordinary
100%
13-27 avenue Jean Moulin, 93240 Stains, France
Ambius SAS
Ordinary
100%
Rentokil Initial Environmental Services SAS
Ordinary
100%
Rentokil Initial SAS
Ordinary
100%
Company name
Share class
% held by
Group
companies
145 rue de Billancourt, 92100 Boulogne Billancourt, France
Initial Hygiene Services SAS
Ordinary
100%
Initial SAS
Ordinary
100%
Rentokil Initial Holdings (France) SA
Ordinary
100%
SCI Gravigny
Ordinary
100%
SCI Vargan
Ordinary
100%
Z.A. des Quatre Chemins, BP 21, 95540 Mery-sur-Oise, France
Technivap SAS
Ordinary
100%
ZA Bertoire II 14, avenue René Dumont, 13410, LAMBESC, France
ABAIPRO
3
Ordinary
100%
French Guiana
PAE de Degrad des cannes, Remire-Montjoly, 97354, French Guiana
Rentokil Initial Guyane Sarl
Ordinary
100%
Germany
An der Ziegelei, 47 27383, Scheeßel-Westerholz, Germany
S & A Service und Anwendungstechnik
GmbH
Ordinary
100%
Heuesch 1, 49808 Lingen (Ems), Germany
Rentokil Holdings GmbH
Ordinary
100%
Rentokil Initial GmbH & Co. KG
Ordinary
100%
Rentokil Initial Beteiligungs GmbH
Ordinary
100%
Seemann Schädlingsbekämpfung und
Holzschutz GmbH & Co.KG
3
Ordinary
100%
Piderits Bleiche 11, 33689, Bielefeld, Germany
Medentex GmbH
Ordinary
100%
Rentokil Dental GmbH
Ordinary
100%
Amselweg 20, 87480, Weitnau, Germany
G.S.D. Gesellschaft für
Schädlingsbekämpfung u.
Desinfektion mbH
3
Ordinary
100%
Wittener Str. 56, 44789 Bochum, Germany
Preventa Schädlingsbekämpfung GmbH
3
Ordinary
100%
Ghana
43 Cashew Road, Okpoi, Accra, Ghana
Rentokil Initial (Ghana) Limited
Ordinary
100%
Greece
7 Aristotelous Street, Tavros, Athens 177 78, Greece
Rentokil Initial Hellas EPE
Ordinary
100%
Guadeloupe
131 ZA de Calbassier, Basse-Terre, 97100, Guadeloupe
SOS Guadeloupe Sarl
Ordinary
100%
7 Allée des Papillon, Dothemare, 97139 Abymes, Guadeloupe
Rentokil Initial Guadeloupe Sarl
Ordinary
100%
Guatemala
9 Av. 39-97, Zona 8, Ciudad Guatemala, Guatemala
Servicios Agricolas Profesionales S.A.
Ordinary
100%
Rentokil Initial plc
Annual Report 2022
191
Corporate Governance
Financial Statements
Other Information
Strategic Report
Company name
Share class
% held by
Group
companies
Guernsey
PO Box 155, Mill Court, La Charroterie, St Peter Port, GY1 4ET,
Guernsey
Felcourt Insurance Company Limited
Ordinary
100%
Guyana
Lot 8, Charles and Drysdale Streets, Charlestown, Georgetown,
Guyana
Rentokil Initial Guyana Limited
Ordinary
100%
Honduras
Departamento de Cortes, San Pedro Sula, Honduras
Sagrip Honduras S.A.
Nominative
100%
Colonia Palmira, Avenida Republica de Argentina, N 2017, Tegucigalpa
Honduras, 11101, Honduras
Compania de Servicios e Inversiones
SVM Honduras, S. de R.L.
3
Ordinary
100%
Compania de Servicios SVM Olympus,
S. de R.L.
3
Ordinary
100%
Compania de Servicios SVM Progressive,
S. de R.L.
3
Ordinary
100%
Compania de Servicios SVM Technicians,
S. de R.L.
3
Ordinary
100%
Compania de Servicios SVM Vanguard,
S. de R.L.
3
Ordinary
100%
Hong Kong
23/F Westin Centre, 26 Hung To Rd, Kwun Tong, Hong Kong
Rentokil Hong Kong Investment Limited
Ordinary
100%
Rentokil Initial Hong Kong Limited
Ordinary
100%
India
2nd floor, Narayani, Ambabai Temple Compound, Aarey Road,
Goregaon (West), Mumbai 400104, India
Rentokil Initial Hygiene India Private Limited
Ordinary
100%
Villa No. 3, Crescent Village, Candolim, Goa, 403515, India
PCI Pest Control Private Limited
Ordinary
57%
2nd Floor, Narayani, Ambabai Temple Compound, Aarey Road,
Goregaon West, Mumbai Maharashtra, 400 104, India
Corporate Millennium Hygiene Solutions
Private Limited
Ordinary
100%
Indonesia
South Quarter Tower B, Lantai 21, Unit E,F,G,H. JI. R.A., Kartini Kav. 8,
RT. 010/RW. 004 Kel. Cilandak Barat, Kec Cilandak, Jakarta Selatan,
Indonesia
PT Calmic Indonesia
Common
100%
PT Rentokil Indonesia
Common
100%
Gedung JDC Lt.6, Jl. Gatot Subroto Kav. 53 Petamburan, Tanah Abang,
Jakarta, Pusat, Indonesia
PT Wesen Indonesia
Ordinary
100%
Israel
13 Hadid 7313500, Israel
Eitan Amichai Pest Management IPM Ltd
3
Ordinary
100%
Yarokologi Ltd
3
Ordinary
100%
Italy
Via Laurentina, km. 26, 500 157 a/c 00071 Pomezia, Italy
Rentokil Initial Italia SpA
Ordinary
100%
Company name
Share class
% held by
Group
companies
Jamaica
39-41 Second Street, Newport West, Kingston 13, Jamaica
Rentokil Initial (Jamaica) Limited
Ordinary
100%
Jordan
Amman, Jabal AlHussien, Al Lud Str. 37 – 1st floor, Jordan
Arena Public Health Co.
Ordinary
100%
Kenya
Unit 5 Sameer Industrial Park, Road C, Off Enterprise Road Industrial
Area, Nairobi, Kenya
Rentokil Initial Kenya Limited
Ordinary
100%
Lebanon
Adonis Building, Bechara el Khoury, Beirut, Lebanon
Boecker Public Health SAL
Ordinary
100%
Plot no. 3309, Ain El Remmaneh, Beirut, Lebanon
Boecker World (Holding) SAL
Ordinary
100%
Boecker International SAL (Offshore)
Ordinary
100%
Lesotho
Nio. 7 Arrival Centre Kofi Annan Road, Maseru, 100, Lesotho
Rentokil Initial (Pty) Limited
Ordinary
100%
Libya
Janzour, Tripoli, Libya
Rentokil Delta Libya for Environmental
Protection JSCO
Ordinary
65%
Lithuania
Drobės g. 62, LT-45181, Kaunas, Lithuania
Dezinfa, UAB
Ordinary
100%
Luxembourg
Rue de la Chapelle 47, 4967 Clemency, Luxembourg
R-Control Désinfections SA
Ordinary
100%
Rentokil Luxembourg Sàrl
Ordinary
100%
6 rue Eugène Ruppert, Luxembourg, L – 2453, Luxembourg
SVM Finance Luxembourg 1 S.a.r.l.
3
Ordinary
100%
SVM Finance Luxembourg 2 S.a.r.l.
3
Ordinary
100%
Malawi
Plot No. LE 377, Patridge Avenue, Limbe, PO Box 5135, Malawi
Rentokil Initial Limited
Ordinary
100%
Malaysia
Level 8 Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46,
Petaling Jaya, 47301 Selangor Darul, Selangor, Malaysia
Rentokil Initial (M) Sdn Bhd
Ordinary
100%
UFTC Sdn Bhd
Ordinary
100%
Maldives
No. 6-A, Faamudheyrige Building, Orchid Magu, Repu, Malé, Maldives
Rentokil Initial Maldives (Pvt) Ltd
Preferential
Shares
60%
Martinique
Soudon, Le Lamentin 97232, Martinique
Rentokil Initial Martinique Sarl
Ordinary
100%
Related Undertakings
continued
192
Rentokil Initial plc
Annual Report 2022
Company name
Share class
% held by
Group
companies
Mexico
Juan Álvarez 482, Centro, 64000 Monterrey, N.L., Mexico
Balance Urbano Control de Plagas S.A. de C.V. Ordinary
100%
Sauce 29, Col. Santa Maria La Ribera, Cuauhtemoc, CDMX, 06400,
Mexico
Control Vifer, S.A. de C.V.
3
Ordinary
100%
Servicios de Plagas Terminix, S.A. de C.V.
3
Ordinary
100%
Terminix International S.A. de C.V.
3
Ordinary
100%
Calle 29, No. 210 Col. Garcia Gineres, Merida, Yucatán, 97070, Mexico
Personal Profesional de Pesticidas S.A.
de C.V.
3
Ordinary
100%
Mozambique
Avenida da Namaacha, kilometro 6, Residencial Mutateia, Cidade da
Matola, Mozambique
Rentokil Initial Mozambique Limitada
Ordinary
100%
Netherlands
Impact 6, 6921 RZ Duiven, Netherlands
Ambius B.V.
Ordinary
100%
Oude Middenweg 75, 2491 AC Den Haag, 1191 BN Ouderkerk, Den
Haag, Netherlands
BET Finance B.V.
Ordinary
100%
BET (Properties) B.V.
Ordinary
100%
Rentokil Initial International B.V.
Ordinary
100%
Rentokil Initial Finance B.V.
3
Ordinary
100%
Oude Middenweg 77, Ac Den Haag, NL-2491, Netherlands
UK Address: Compass House, Manor Royal, Crawley, RH10 8PY
Rentokil Initial Overseas (Holdings) B.V.
Ordinary
100%
B.V. Rentokil Funding
Ordinary
100%
Ravenswade 54-s, 3439 Nieuwengein, LD, Netherlands
Rentokil Initial B.V.
Ordinary
100%
Frontstraat 1a, 5405 AK Uden, Netherlands
Holland Reconditionering B.V.
Ordinary
100%
New Zealand
Level 1, 89 Carbine Road Mount Wellington, Auckland 1060, New
Zealand
Rentokil Initial Limited
Ordinary
100%
Norway
Sanitetsveien 17, Skjetten, Lillestrøm, 2013, Norway
Nokas Skadedyrkontroll AS
Ordinary
100%
Skadedyrbutikken AS
Ordinary
100%
Sanitetsveien 17, Postboks 84, SKJETTEN 2026, Norway
Rentokil Initial Norge AS
Ordinary
100%
Pakistan
S-2 Commercial, 2nd Floor, Lalik Jan Chowk, Phase II, Lahore,
Cantonment, Punjab, Pakistan
C-Shine Sustainable Solutions (Private)
Limited
3
Ordinary
70%
People’s Republic of China
East 2nd Floor, No. 460 Wenyi West Road, Xihu District, China
Hangzhou Research Institute of Profume
Fumigation Co. Ltd.
Ordinary
80%
Room 103, Building 2, Yuzhongxili#42, Beijing, China
Rentokil Initial (China) Limited
Ordinary
100%
Company name
Share class
% held by
Group
companies
Peru
Calle 23 Mza. Z-1 Lote 9 Villa El Salvador
Ingeclean Peru Sociedad Anonima Cerrada
Ordinary
100%
Philippines
No. 73 Elisco Road, Bo, Kalawaan, Pasig City 1600, Philippines
Rentokil Initial (Philippines) Inc
Ordinary
100%
Poland
Ul. Jana Pawla Woronicza, Nr 31, Lok. 78, 02-640 Warszawa, Poland
Rentokil Polska Sp. z.o.o.
Ordinary
100%
Ul. Dąbrowskiego 44, 50-457, Wrocław, Poland
Vaco Sp. z.o.o
3
Ordinary
100%
Portugal
EN 115, Km 78,67, 2664-502, São Julião do Tojal, Portugal
Rentokil Initial Portugal – Serviços de
Protecção Ambiental Limitada
Ordinary
100%
Puerto Rico
1125 Berkshire Blvd, Suite 150, Reading, PA 19610, United States
Rentokil of Puerto Rico, Inc
Common
100%
Republic of Ireland
Hazel House, Millennium Park, Naas, County Kildare W91P XP3,
Ireland
Cannon Hygiene International Limited
Ordinary
100%
Initial Medical Services (Ireland) Limited
Ordinary
100%
Rentokil Initial Holdings (Ireland) Limited
Ordinary
100%
Rentokil Initial Limited
Ordinary
100%
15 Oxford Lane, Dublin 6, Ranelagh, Dublin, D06 W5K2, Ireland
Pest Pulse Limited
3
Ordinary
100%
Opposite Rosary Place, Castleredmond, Midleton Co. Cork, Midleton,
Cork
Ronaldon Limited
3
Ordinary
100%
Saudi Arabia
Suleimaniyah, King Abdelaziz Road, Riyadh, Saudi Arabia
Boecker Public Health Saudia Company
Limited
Ordinary
100%
PO Box 30164, Office No. 401, 4th Floor, Al Tamimi Building, Al Khobar,
North Al Khobar 31952, Saudi Arabia
Rentokil Saudi Arabia Limited O.P.C
Ordinary
100%
Singapore
No. 16 & 18 Jalan Mesin, 368815, Singapore
Rentokil Initial Singapore Private Limited
Ordinary
100%
Rentokil Initial Asia Pacific Management
Pte Limited
Ordinary
100%
77 Robinson Road, #13-00 Robinson 77, 068896, Singapore
SVM Services (Singapore) Pte. Ltd.
3
Ordinary
100%
Slovakia
Kopcianska 10, 851 01 Bratislava, Slovakia
Rentokil Initial s.r.o.
Ordinary
100%
South Africa
2 Stigant Road, Claremont, Cape Town 7708, South Africa
Newshelf 1232 Pty Limited
Preference
100%
Rentokil Initial (Dikapi) JV Pty Limited
Ordinary
59%
Rentokil Initial (Proprietary) Limited
Ordinary
100%
Rentokil Initial plc
Annual Report 2022
193
Corporate Governance
Financial Statements
Other Information
Strategic Report
Company name
Share class
% held by
Group
companies
South Africa continued
Unit D12 Connaught Park, Riley Road, Beaconvale, Parow 7000,
South Africa
Cannon Hygiene (SA) Proprietary Limited
Ordinary
100%
South Korea
2nd Floor, Korea Disaster Relief Association, 371-19 Sinsu-Dong,
Mapo-Gu, Seoul 121-856, Republic of Korea
Rentokil Initial Korea Limited
Common
100%
Spain
Barrio Campo de Eiro 100 bajo, Pereira.Mos, 36419, Pontevedra, Spain
Officina De Tratamiento De Plagas S.L.
Ordinary
100%
C/Pino Tea Nave, 41016, Sevilla, Spain
3D Pest Control S.L.
3
Ordinary
100%
Plaza Ovidi Montllor 1 – 2, bajos 1ª, El Prat de Llobregat, 08206,
Barcelona, Spain
Cogest BCN Ambiental, S.L.
3
Ordinary
100%
Polígono Industrial La Plan, Crta. BP5107 km 44,1/, Ctra. Llinar a la
Garriga, 08458, Sant Pere de Vilamajor, Barcelona, Spain
Deterco S.L.
3
Ordinary
100%
Calle Mar Mediiterráneo 1, 28830 San Fernando de Henares (Madrid),
Spain
Initial Gaviota SAU
Ordinary
100%
Rentokil Initial España S.A.
Ordinary A
100%
Ordinary B
100%
Ordinary C
100%
Polígono Industrial “Pla de Vallonga”, Calle Meteorito, 59 – Alicante,
Spain
Lokimica S.A.
3
Ordinary
100%
Calle de la Nena Casas, 71, 08017, Barcelona, Spain
Servicios Depec S.L.
3
Ordinary
100%
Sri Lanka
No. 307, Negombo Road, Peliyagoda, Sri Lanka
Rentokil Initial Ceylon (Private) Limited
Ordinary
100%
Sweden
Avestagatan 61, 163 53 Spånga, Sweden
Ambius AB
Ordinary
100%
Rent a Plant Interessenter AB
Ordinary
100%
Rentokil AB
Ordinary
100%
Sweden Recycling AB
Ordinary
100%
Tusbystråket 1B, 191 61, Sollentuna, Sweden
Nomor AB
3
Ordinary
100%
Nomor Försăkring AB
3
Ordinary
100%
Nomor Holding AB
3
Ordinary
100%
Terminix Nomor AB
3
Ordinary
100%
Switzerland
Hauptstrasse 3, 4625 Oberbuchsiten, Oberbuchsiten, Switzerland
Rentokil Schweiz AG
Ordinary
100%
Taiwan
7F No.56 Lane 258, Rueiguang Rd, Neihu District, Taipei, 114 Taiwan,
Province of China
Initial Hygiene Co Limited
Ordinary
100%
Rentokil Ding Sharn Co Limited
Ordinary
100%
Company name
Share class
% held by
Group
companies
Tanzania
1st Floor, Opal Place, 77 Haile Selassie Road, Masaki, P.O. Box 79651,
Dar es Salaam, Tanzania
Initial Hygiene (T) Limited
Ordinary
100%
Thailand
160 Vibhavadi Rangsit Road, Khwaeng Ratchadapisek, Khat Dindaeng,
10400, Thailand
Cannon Pest Management Co. Limited
Ordinary
100%
Rentokil Initial (Thailand) Limited
Ordinary
100%
Trinidad and Tobago
Field no. 82, KK-LL Aranguez South, Trinidad and Tobago
Rentokil Initial (Trinidad) Limited
Ordinary
100%
Tunisia
Zone Industrielle route de Moknine, 5080 Teboulba, Tunisia
CAP Tunis
Ordinary
100%
Turkey
1201, 1 Sokak No:2 K:3 D:301-302 Su Plaza Yenişehir, Konak, İzmir,
Turkey
Rentokil Initial Çevre Sağlığı Sistemleri
Ticaret ve Sanayi AŞ
Ordinary
100%
Uganda
Plot No 2012, Kalinabiri Road, Ntinda Kampala, Uganda
Rentokil Initial Uganda Limited
Ordinary
100%
United Arab Emirates
Shop No.6, Jurf Industrial Zone 2, Ajman, United Arab Emirates
Rentokil Pest Control LLC
Ordinary
100%
Office number 1403, PO Box 41999, TECOM, Al Barsha Heights, Dubai,
United Arab Emirates
Boecker Food Safety LLC
Ordinary
100%
Boecker Pest Control LLC
Ordinary
100%
Al Hall Industrial, Fujairah, United Arab Emirates
Boecker Pest Control LLC – Fujairah
Ordinary
100%
Al Shafar Tower 1, 14th floor, office No. 1404, TECOM, Al Barsha
Heights, Dubai, United Arab Emirates
Boecker Public Health Pest Control
Equipment Trading LLC
Ordinary
100%
Al Suhyeen, Rolla, Office 205, Sharjah, United Arab Emirates
Specialist Int. Pest Control LLC
Ordinary
100%
4th Floor, Suite No. 401, Oud Metha Office Building, Umm Hurair 2,
Dubai, UAE
National Pest Control LLC
Ordinary
100%
Rentokil Initial Pest Control LLC
Ordinary
100%
United Kingdom
Compass House, Manor Royal, Crawley, RH10 9PY
AW Limited
Ordinary
100%
B.E.T. Building Services Limited
Ordinary
100%
BET Environmental Services Ltd
Ordinary
100%
BET (No.18) Limited
Ordinary
100%
Deferred
Ordinary
100%
BET (No.68) Limited
Ordinary
100%
BET Pension Trust Limited
Ordinary
100%
BPS Offshore Services Limited
1
Ordinary
100%
Broadcast Relay Service (Overseas) Limited
1
Ordinary
100%
Castlefield House Limited
Ordinary
100%
Related Undertakings
continued
194
Rentokil Initial plc
Annual Report 2022
Company name
Share class
% held by
Group
companies
United Kingdom continued
Chard Services Limited
Ordinary
100%
CHL Legacy Limited
1
Ordinary
100%
Dudley Industries Limited
Ordinary
100%
Enigma Laundries Limited
Ordinary
100%
Enigma Services Group Limited
Ordinary
100%
Enviro-Fresh Limited
Ordinary
100%
Environmental Contract Services Limited
1
Ordinary
100%
Euroguard Technical Services Limited
Ordinary
100%
Grayston Central Services Limited
Ordinary
100%
Hometrust Limited
Ordinary
100%
Initial Limited
Ordinary
100%
Initial Medical Services Limited
Ordinary
100%
Opel Transport & Trading Company Limited
Ordinary
100%
Peter Cox Limited
Ordinary-A
100%
Plant Nominees Limited
Ordinary
100%
Prokill (UK) Limited
Ordinary-A
100%
Ordinary-B
100%
Ordinary-C
100%
Ordinary-D
100%
Prokill Limited
Ordinary-A
100%
Ordinary-B
100%
Ordinary-C
100%
Ordinary-D
100%
Rapid Washrooms Limited
Ordinary-A
100%
Ordinary-B
100%
Ordinary-C
100%
Rentokil Dormant (No. 6) Limited
Ordinary
100%
Rentokil Initial (1896) Limited
Ordinary
100%
Rentokil Initial (1993) Limited
1
Ordinary
100%
6% Non-
Redeemable
Preference
100%
Rentokil Initial 1927 plc
Ordinary
100%
AUD
Redeemable
Preference
100%
CAD
Redeemable
Preference
100%
CLP
Redeemable
Preference
100%
DKK
Redeemable
Preference
100%
EUR
Cumulative
Preference
(Non-
Redeemable)
100%
IDR
Redeemable
Preference
100%
ILS
Redeemable
Preference
100%
NOK
Redeemable
Preference
100%
NZD
Redeemable
Preference
100%
USD
Redeemable
Preference
100%
Rentokil Initial Americas Limited
1
Ordinary
100%
Rentokil Initial Asia Pacific Limited
1
Ordinary
100%
Company name
Share class
% held by
Group
companies
Rentokil Initial Brazil Limited
1
Ordinary
100%
Rentokil Initial Finance Limited
1
Ordinary
100%
Rentokil Initial Holdings Limited
1
Ordinary
100%
Rentokil Initial Investments South Africa
1
Ordinary
100%
Rentokil Initial Pension Trustee Limited
Ordinary
100%
Rentokil Initial Services Limited
Ordinary
100%
Rentokil Initial UK Limited
Ordinary
100%
Rentokil Insurance Limited
Ordinary
100%
Rentokil Limited
1
Ordinary
100%
Rentokil Overseas Holdings Limited
1
Ordinary
100%
Rentokil Property Care Limited
Ordinary
100%
Rentokil Property Holdings Limited
1
Ordinary
100%
RI Dormant No.18 Limited
Ordinary
100%
RI Dormant No.20 Limited
Ordinary
100%
Stratton House Leasing Limited
1
Ordinary
100%
SVM International Services Limited
1,3
Ordinary
100%
Target Express Holdings Limited
Ordinary
100%
Target Express Limited
Ordinary
100%
Target Express Parcels Limited
Ordinary
100%
TEB Cleaning Services Limited
Ordinary
100%
The Ca’D’Oro, 45 Gordon Street, Glasgow, G1 3PE, UK
Industrial Clothing Services Limited
Ordinary
100%
Convertible
Participating
Preference
100%
Pest Protection Services (Scotland) Limited
Ordinary-A
100%
RI Dormant No.12 Limited
Ordinary
100%
Wise Property Care Limited
Ordinary
100%
United States
251 Little Falls Drive, Wilmington DE 19808, United States
Anza, LLC
3
Ordinary
100%
101 Emerson Road, Milford, New Hampshire, 03055, USA
Airborne Vector Control LLC
Common
100%
Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801,
United States
CDRSVM Holding, LLC
3
Common
100%
CDRSVM Investment Holding, LLC
3
Common
100%
Ramac (US) LLC
3
Interest
100%
Rentokil Initial US Holdings, Inc.
Common
100%
Secure Monthly Affordable Credit
Corporation
3
Ordinary
100%
Secure Monthly Affordable Credit Limited
Partnership
3
Ordinary
100%
SVM Honduran Service and Investments
Company, LLC
3
Interest
100%
SVM Olympus Service Company, LLC
3
Interest
100%
SVM Progressive Service Company, LLC
3
Interest
100%
SVM Technicians Service Company, LLC
3
Interest
100%
SVM Vanguard Service Company, LLC
3
Interest
100%
Terminix Cares Fund, Inc.
3
Interest
100%
Terminix Consumer Services, LLC
3
Interest
100%
Terminix Holdings, LLC
Common
100%
Terminix International Holdings, Inc
3
Interest
100%
Terminix Management Corporation
3
Interest
100%
Terminix Receivables Company LLC
3
Interest
100%
The Terminix Company, LLC
3
Interest
100%
The Terminix Foundation
3
Interest
100%
TMX Holdco, Inc.
3
Common
100%
W.B. McCloud & Co. Inc.
3
Ordinary
100%
1201 Peachtree Street, NE Suite 1240, Atlanta, GA 30361, United States
Initial Contract Services LLC
US$ Interests
100%
Rentokil Initial plc
Annual Report 2022
195
Corporate Governance
Financial Statements
Other Information
Strategic Report
Company name
Share class
% held by
Group
companies
1125 Berkshire Blvd, Suite 150, Reading, PA 19610, United States
Advanced Pest Management Co, LLC
Common
100%
Cygnet Enterprises, Inc (North Carolina)
Common
100%
Cygnet Enterprises, Inc (Michigan)
Common
100%
Cygnet Enterprises Northwest, Inc
Common
100%
Cygnet Enterprises West, Inc
Common
100%
Medentex LLC
Common
100%
Mississippi Mosquito Control, LLC
Interests
100%
Mosquito Control of Lafourche, LLC
Interests
100%
Mosquito Control Services, LLC
Interests
100%
Mosquito Control Services of Florida, LLC
Interests
100%
Mosquito Control Services of Georgia, LLC
Interests
100%
Rentokil Initial Environmental Services LLC
Interests
100%
Rentokil North America, Inc.
Ordinary
100%
Rittiner Group, LLC
Interests
100%
Solitude Lake Management, LLC
Common
100%
St. Charles Mosquito Control, LLC
Interests
100%
St. John Mosquito Control, LLC
Interests
100%
Terrebonne Mosquito Control, LLC
Interests
100%
Vector Disease Acquisition, LLC
Common
100%
Series A
100%
Series B
100%
Vector Disease Control International, LLC
Common
100%
2540 Lawrenceville Hwy, Lawrenceville, GA 30044, United States
Asiatic Holdings LLC
Ordinary
100%
Creative Plantings Inc
Ordinary
100%
Steritech-Canada Inc.
Common
100%
United Transport America LLC
Interests
100%
Virginia Properties Inc
Ordinary
100%
PO Box 4510, 10 Free Street, Portland, ME 04112, United States
Asiatic Investments, Inc.
Ordinary
100%
150 Peabody Place, Memphis TN 38103-3720, United States
Copesan Services, Inc.
3
Interest
100%
The Terminix International Company
Limited Partnership
3
Interest
100%
1313 Miller Road, Greenville SC 29607, United States
Gregory Pest Control, LLC
3
Ordinary
100%
100 Bank Street, Suite 610, Burlington VT 05401, United States
Steward Insurance Company
3
Common
100%
860 Ridge Lake Blvd., Memphis TN 38120, United States
Terminix Gift, LLC
3
Interest
100%
Uruguay
La Paz, 1227, Departamento de Montevideo, Uruguay
Livelux S.A.
Ordinary
100%
Chana, 2033, Departmento de Montevideo, Uruguay
La Sanitaria S.A.
Ordinary
100%
Vietnam
68 Hong Ha, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam
Rentokil Initial (Vietnam) Company Limited
Ordinary
100%
Virgin Islands, U.S.
Merchants Financial Center, 4608 Tutu Park Mall, Suite 202,
St Thomas, Virgin Islands, 00802-1816, Virgin Islands, U.S.
Terminix International USVI, LLC
3
Interest
100%
Associated undertakings:
Company name
Share class
% held by
Group
companies
People’s Republic of China
B3, Xunmei Industrial Zone, Fengze District, Quanzhou City,
Fujian Province, China
Fujian Xunke Pest Control Company
Limited
3
Ordinary
30%
No.14 Wenguangtingjiao Road, Chaoyang District, Shantou City, China
Guangdong Vircon Pest Management
Company Limited
3
Ordinary
30%
Room (2-1), Unit 19, Xindian Xingzuo, Haishu District, Ningbo City,
Zhejiang Province, China
Ningbo Yuying Vector Control Company
Limited
3
Ordinary
30%
Room 1005, Unit 1, Building1, No.1 Huangjin Road, Dongguan City,
Guangdong Province, China
Guangdong New Hope City Pest Control
Company Limited
3
Ordinary
30%
Egypt
Third floor, Jupiter Building, B3, Majara Compound, Sheikh Zayed,
Giza, Egypt
ServicePros S.A.E.
4
Ordinary
30%
France
41 Avenue de La Porte de Villiers, 92200 Neuilly-Sur-Seine, France
SCI Pierre Brossolette
Ordinary
26.247%
Japan
Kyoritsu Seiyaku Building, 1-5-10 Kudan, Minami Chiyoda-Ku, Tokyo,
Japan
Nippon Calmic Limited
Ordinary
49%
Nigeria
Old Ojo Road, Off Badagry Expressway, Agboju, Lagos, 359/361,
Nigeria
Boecker Public Health Services Limited
Ordinary
30%
Norway
Veverivegen 10, 2848 Skreia, Norway
Skadedyrkontroll Øst
Ordinary
40%
Qatar
16 A Al Mana Business Tower, Doha, Qatar
Boecker Public Safety Services – Qatar
W.L.L.
Ordinary
24.5%
United Kingdom
Compass House, Manor Royal, Crawley, RH10 9PY
Hometrust Kitchens Limited
Ordinary
25%
Torchsound Properties Limited
1
Ordinary
50%
1.
As permitted by section 479A of the Companies Act 2006, the Company intends to take
advantage of the audit exemption in relation to the individual accounts of these
companies.
2. The percentage of shares held by Group companies remains unchanged in 2022 for all
companies.
3. Acquired or incorporated by the Group in 2022.
4. Incorporated in 2022. Non-operational.
Related Undertakings
continued
196
Rentokil Initial plc
Annual Report 2022
Parent Company Balance Sheet
At 31 December
Notes
2022
£m
2021
£m
Non-current assets
Investments
4
4,415
290
Debtors – amounts falling due after more than one year
5
2,750
2,750
Deferred tax assets
6
29
15
Retirement benefit assets
7
18
Derivative financial instruments
8
21
10
7,215
3,083
Current assets
Debtors – amounts falling due within one year
5
148
24
Cash and cash equivalents
750
110
Derivative financial instruments
8
1
898
135
Current liabilities
Creditors – amounts falling due within one year
9
(272)
(804)
Bank and other borrowings
10
(877)
(83)
Derivative financial instruments
8
(1)
(1,149)
(888)
Net current liabilities
(251)
(753)
Non-current liabilities
Bank and other borrowings
10
(3,015)
(1,254)
Deferred tax liabilities
6
(7)
Derivative financial instruments
8
(92)
(33)
(3,107)
(1,294)
Net assets
3,857
1,036
Equity capital and reserves
Share capital
11
25
19
Share premium
12
9
7
Merger relief reserve
2,998
Cash flow hedge reserve
1
9
Retained earnings
824
1,001
Total equity
3,857
1,036
Under section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own Statement of Comprehensive
Income. The Company reported a loss for the year ended 31 December 2022 of £(72)m (2021: £60m profit).
The Financial Statements on pages 197 to 203 were approved by the Board of Directors and were signed on its behalf by Andy Ransom and
Stuart Ingall-Tombs on 16 March 2023.
Andy Ransom
Stuart Ingall-Tombs
Chief Executive
Chief Financial Officer
Rentokil Initial plc
Annual Report 2022
197
Corporate Governance
Financial Statements
Other Information
Strategic Report
Parent Company Statement of Changes in Equity
For the year ended 31 December
Called up
share
capital
£m
Share
premium
account
£m
Merger
relief
reserve
£m
Cash flow
hedge
reserve
£m
Cost of
hedging
£m
Retained
earnings
£m
Total
equity
£m
At 1 January 2021
19
7
1,063
1,089
Profit for the year
60
60
Other comprehensive income:
Cost of hedging
(2)
(2)
Transfer between reserves
1
(4)
4
Movement on cash flow hedge
13
13
Total comprehensive income for the year
9
(2)
64
71
Transactions with owners:
Dividends paid to equity shareholders
(139)
(139)
Share-based payments charged to profit and loss
3
3
Share-based payments debited to investments
7
7
Tax related to items taken directly to equity
5
5
At 31 December 2021
19
7
9
(2)
1,003
1,036
Loss for the year
(72)
(72)
Other comprehensive income:
Cost of hedging
2
2
Movement on cash flow hedge
(8)
(8)
Total comprehensive income for the year
(8)
2
(72)
(78)
Transactions with owners:
Shares issued in the year
6
3,014
3,020
Gain on stock options
2
2
Dividends paid to equity shareholders
(122)
(122)
Cost of issuing new shares
(16)
(16)
Share-based payments charged to profit and loss
2
2
Share-based payments debited to investments
15
15
Tax related to items taken directly to equity
(2)
(2)
At 31 December 2022
25
9
2,998
1
824
3,857
1. The closing 2020 cash flow hedge reserve balance of £4m was reclassified to its own reserve in 2021 to aid visibility.
Shares of £nil (2021: £nil) have been netted against retained earnings. This represents 19.6m (2021: 9.4m) shares held by the Rentokil Initial
Employee Share Trust. The market value of these shares at 31 December 2022 was £100m (2021: £55m). Dividend income from, and voting rights
on, the shares held by the Trust have been waived.
198
Rentokil Initial plc
Annual Report 2022
Notes to the Parent Company Accounts
1. Accounting convention
These Financial Statements are prepared using the historical cost convention (as modified to include the revaluation of certain financial
instruments) and on a going concern basis, and are prepared in accordance with the Companies Act 2006 as applicable to companies using
Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). In preparing these Financial Statements, the Company applies the
recognition, measurement and disclosure requirements of International Accounting Standards in conformity with the requirements of the
Companies Act 2006 (‘Adopted IFRSs’), but makes amendments where necessary in order to comply with the Companies Act 2006 and has set
out below where advantage of the FRS 101 disclosure exemptions has been taken. The results of Rentokil Initial plc are included in the
Consolidated Financial Statements of Rentokil Initial plc which are presented on pages 144 to 196.
The Company has taken advantage of the following disclosure exemptions under FRS 101, all of which have equivalent disclosures included
in the Consolidated Financial Statements:
A
the requirements of paragraphs 45(b) and 46–52 of IFRS 2 Share-based Payment;
A
the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67
of IFRS 3 Business Combinations;
A
the requirements of IFRS 7 Financial Instruments: Disclosures;
A
the requirements of paragraphs 91–99 of IFRS 13 Fair Value Measurement;
A
the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: (i) paragraph 79(a)
(iv) of IAS 1; (ii) paragraph 73(e) of IAS 16 Property, Plant and Equipment; (iii) paragraph 118(e) of IAS 38 Intangible Assets; (iv) paragraphs 76 and
79(d) of IAS 40 Investment Property; and (v) paragraph 50 of IAS 41 Agriculture;
A
the requirements of paragraphs 10(d), 10(f), 39(c) and 134–136 of IAS 1 Presentation of Financial Statements;
A
the requirements of IAS 7 Statement of Cash Flows;
A
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
A
the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
A
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group,
provided that any subsidiary which is a party to the transaction is wholly owned by such a member; and
A
the requirements of paragraphs 134(d)–134(f) and 135(c)–135(e) of IAS 36 Impairment of Assets.
2. Principal accounting policies
Judgements and key areas of estimation
The preparation of Financial Statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires the
Company’s Directors to exercise judgement in applying the Company’s accounting policies. The areas where significant judgements and
estimates have been made in preparing the Financial Statements and their effect are disclosed in Note 3 and the Consolidated Financial
Statements.
Investments
Investments held as fixed assets are stated at cost less provision for any impairment. In the opinion of the Directors, the value of such investments
are not less than shown at the balance sheet date.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost (where
hedge accounting is not applied); any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
profit and loss account over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Company has a continuing right to defer settlement of the liability for at least 12 months
after the balance sheet date under its committed bank credit facilities.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs
from its tax base, except for differences arising on:
A
the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither
accounting nor taxable profit; and
A
investments in subsidiaries and jointly controlled entities where the Company is able to control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the
difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are
expected to apply when the deferred tax assets/liabilities are settled/recovered.
Financial instruments and risk management
The Company policy in respect of financial instruments and risk management is disclosed in Section C of the Notes to the Consolidated Financial
Statements on pages 178 to 187. Disclosures have been made on financial instruments as required by the Companies Act 2006.
Expected credit loss calculations are performed annually for intercompany debtors and are a probability weighted estimate of credit losses based
on the Company’s historical credit loss experience adjusted for debt-specific factors.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity.
Rentokil Initial plc
Annual Report 2022
199
Corporate Governance
Financial Statements
Other Information
Strategic Report
Notes to the Parent Company Accounts
continued
Share-based compensation
The Company operates one equity-settled, share-based compensation plan. The economic cost of awarding shares and share options to
employees is recognised as an expense in the profit and loss account equivalent to the fair value of the benefit awarded. The fair value of options
over the Company’s shares awarded to employees of subsidiary companies is treated as a capital contribution, resulting in an increase in
investments. The fair value is determined by reference to option pricing models, principally Monte Carlo and adjusted Black-Scholes models.
The charge is recognised in the profit and loss account over the vesting period of the award. At each balance sheet date, the Company revises
its estimate of the number of options that are expected to become exercisable. Any revision to the original estimates is reflected in the profit
and loss account, with a corresponding adjustment to equity immediately to the extent it relates to past service and the remainder over the rest
of the vesting period.
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Financial Statements in the period in which the dividends
are approved by the Company’s shareholders. Interim dividends are recognised when paid. See Note D1 of the Consolidated Financial
Statements for details of dividends proposed in the year.
3. Critical accounting estimates and judgements
The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the
future, actual experience may differ from these estimates and assumptions. Estimates and assumptions have been reviewed to assess whether
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year is present; there
were no estimates nor assumptions found to have such significant risk.
4. Investments
2022
£m
2021
£m
At 1 January
290
283
Additions
8,220
Disposals
(4,110)
Share-based payments to employees of subsidiaries
15
7
At 31 December
4,415
290
During the year a new subsidiary, Rentokil Initial US Holdings, Inc., was incorporated and 100% of the share capital was issued to the Company.
On 12 October 2022, Rentokil Initial US Holdings, Inc. purchased 100% of the share capital of Terminix Global Holdings, Inc. (Terminix) at a fair
value of £4,110m, which was funded by a capital increase from the Company. Subsequently, on 21 November 2022, the Company transferred
its investment in Rentokil Initial US Holdings, Inc. at cost to its direct subsidiary, Rentokil Initial Holdings Limited, in exchange for shares.
At 31 December 2022 Rentokil Initial Holdings Limited is the Company’s sole direct subsidiary undertaking. All other indirect subsidiary
undertakings are listed on pages 190 to 196.
5. Debtors
2022
£m
2021
£m
Amounts falling due within one year:
Amounts owed by subsidiary undertakings – non-interest-bearing loans (repayable on demand)
16
20
Amounts owed by subsidiary undertakings – interest-bearing loan (effective interest rate of 4.57%)
132
Other debtors
4
148
24
Amounts falling due after more than one year:
Amounts owed by subsidiary undertakings – interest-bearing loan (with effective interest rate of 2.5%)
2,750
2,750
Amounts owed by subsidiary undertakings due within one year relates to an interest-bearing loan that matures in December 2023.
Amounts owed by subsidiary undertakings due after one year relates to an interest-bearing loan that matures in July 2026.
6. Deferred taxation
2022
£m
2021
£m
The deferred tax asset is made up as follows:
Long-term incentive plan
16
15
Tax losses
13
29
15
The deferred tax liability is made up as follows:
Defined benefit pension scheme
(7)
(7)
200
Rentokil Initial plc
Annual Report 2022
7. Pension commitments
At 31 December 2022 the Rentokil Initial 2015 Pension Scheme (RIPS) pension asset amounted to £nil (2021: £18m). As there is no contractual
agreement or stated policy for charging the net defined benefit cost of RIPS to participating entities, the net defined benefit cost is recognised
fully by the Company. On 4 December 2018 the Trustee entered into a binding agreement with Pension Insurance Corporation plc (PIC) to insure
the liabilities of the RIPS, known as a buy-in. In December 2021 the final true-up premium was paid to PIC and on 24 February 2022 the insurance
policy with PIC was transferred to the individual members of the Scheme. Accordingly, in 2022 both the Scheme’s assets and liabilities have been
reduced by the policy value of £1,159m and the remaining surplus of £22m was refunded to the Company. For more information on pension
commitments and the pension settlement, see Note A10 of the Consolidated Financial Statements.
The movement in the net defined benefit asset for the RIPS over the accounting year is as follows:
Present value
of obligation
2022
£m
Fair value of
plan assets
2022
£m
Total
2022
£m
Present value
of obligation
2021
£m
Fair value of
plan assets
2021
£m
Total
2021
£m
At 1 January
(1,248)
1,266
18
(1,369)
1,387
18
Settlement cost
4
4
Transfer of RIPS annuity policies (buy-out)
1,159
(1,159)
Administration expenses
4
(4)
Interest on net defined benefit asset¹
(4)
4
(19)
19
Total pension income/(expense)
1,163
(1,159)
4
(19)
19
Remeasurements:
– Remeasurement loss on scheme assets
(76)
(76)
(77)
(77)
– Remeasurement gain on obligation²
76
76
77
77
Contributions:
– Benefit payments
9
(9)
63
(63)
– Refund of surplus
(22)
(22)
At 31 December
(1,248)
1,266
18
1. Service costs, settlement and administration expenses are charged to operating expenses, and interest cost and return on plan assets to finance cost
and income.
2. The remeasurement loss on the defined benefit obligation comprises remeasurement gain arising from changes in demographic assumptions of £nil
(2021: remeasurement loss of £2m), remeasurement gain arising from changes in financial assumptions of £82m (2021: gain of £75m) and remeasurement loss
arising from experience of £7m (2021: loss of £1m).
8. Derivative financial instruments
Fair value
assets
2022
£m
Fair value
assets
2021
£m
Fair value
liabilities
2022
£m
Fair value
liabilities
2021
£m
Interest rate swaps (level 2):
– non-hedge
16
11
(92)
(9)
– cash flow hedge
5
(25)
21
11
(92)
(34)
Analysed as follows:
Current portion
1
(1)
Non-current portion
21
10
(92)
(33)
21
11
(92)
(34)
Cash flow hedge accounting has been applied to derivatives (marked as ‘cash flow hedge’ in the table above) in accordance with IFRS 9. Where
no hedge accounting has been applied, related derivatives have been marked as ‘non-hedge’. Any ineffectiveness on the cash flow hedge is
taken directly to finance costs. During the year there was a gain of £nil (2021: £1m) from those derivatives relating to ineffectiveness in a cash flow
hedge relationship. Cash flow hedge accounting has been applied to €nil (2021: €340m) of the €400m 2024 bond, €179m (2021: €179m) of the
€500m 2026 bond and €175m (2021: €175m) of the €600m 2028 bond. The cross-currency interest rate swaps are used as hedging instruments
to hedge the volatility in the £/€ exchange rate of the bonds. For the year ended 31 December 2022, the amount in comprehensive income
related to cash flow hedge accounting was a loss of £8m (2021: £13m gain).
Rentokil Initial plc
Annual Report 2022
201
Corporate Governance
Financial Statements
Other Information
Strategic Report
Notes to the Parent Company Accounts
continued
9. Creditors
2022
£m
2021
£m
Amounts falling due within one year:
Amounts due to subsidiary undertakings (non-interest-bearing loans repayable on demand)
256
795
Other creditors
16
9
272
804
10. Bank and other borrowings
2022
£m
2021
£m
Amounts falling due within one year
877
83
Amounts falling due after one year
3,015
1,254
3,892
1,337
In October 2022, the Company entered into a term loan arrangement, borrowing $700m at a floating interest rate based on SOFR plus a
60bps margin.
Medium-term notes and bond debt comprises:
Bond interest
coupon
2022
Effective hedged
interest rate
2022
Bond interest
coupon
2021
Effective hedged
interest rate
2021
Non-current
€400m bond due November 2024
Fixed 0.95%
Fixed 0.95%
Fixed 3.08%
€500m bond due May 2026
Fixed 0.875%
Fixed 1.78%
Fixed 0.875%
Fixed 1.54%
€850m bond due June 2027
Fixed 3.975%
€600m bond due October 2028
Fixed 0.50%
Fixed 1.3%
Fixed 0.50%
Fixed 1.08%
€600m bond due June 2030
Fixed 4.475%
£400m bond due June 2032
Fixed 5.0%
Average cost of bond debt at year-end rates
2.76%
1.78%
The Company bank debt facilities comprises:
Facility
amount
2022
£m
Drawn at
year end
2022
£m
Headroom
2022
£m
Interest rate at
year end
2022
%
Facility
amount
2021
£m
Drawn at
year end
2021
£m
Headroom
2021
£m
Interest rate at
year end
2021
%
Non-current
$700m term loan due October 2025
579
579
4.9
$1.0bn RCF due October 2027
827
827
0.14
£550m RCF due August 2025
550
550
0.14
During the year the Company amended, extended and increased its RCF with 16 relationship banks from £550m to $1.0bn in order to provide
additional liquidity headroom in relation to the acquisition of Terminix Global Holdings, Inc. The RCF was undrawn throughout 2021 and 2022. In
addition, the Company entered into a £120m uncommitted RCF facility with ING Bank N.V. which was drawn down in full and repaid during the
period. This facility was cancelled on 30 June 2022.
In June 2022, the Company issued three new bonds: €850m 5-year at 3.975%; €600m 8-year at 4.475%; and £400m 10-year at 5.0%.
11. Share capital
During the year, 656,206,920 new shares were issued in relation to the acquisition of Terminix Global Holdings, Inc. and 4,500,000 new shares
were issued in relation to employee share schemes.
2022
£m
2021
£m
Issued and fully paid:
At 31 December – 2,520,039,885 shares of 1p each (2021: 1,859,332,965)
25
19
12. Share premium
2022
£m
2021
£m
At 31 December
9
7
202
Rentokil Initial plc
Annual Report 2022
13. Contingent liabilities
The Company has provided guarantees in respect of bank and other borrowings held by its subsidiary undertakings. In addition, there are
contingent liabilities in respect of litigation, pensions and tax, none of which are expected to give rise to any material outflow.
14. Auditor’s remuneration
Note A8 to the Consolidated Financial Statements provides details of the remuneration of the Company’s auditor for the Group.
15. Employees
The Company has eight employees (2021: 11 employees). Details on employee costs are in Note A9 of the Consolidated Financial Statements.
Services for finance, taxation, treasury, legal, HR and IT are provided by Rentokil Initial 1927 plc and recharged to the Company. Information on
Directors’ emoluments, share and other interests, transactions and pension entitlements is included in the Directors’ Remuneration Report in this
Annual Report.
16. Share-based payments
Share-based payments for the financial year were £17m (2021: £10m), of which £2m (2021: £3m) was charged to the profit and loss account and
£15m (2021: £7m) was debited to investments. Share options relating to the Board of Directors are disclosed in the Directors’ Remuneration
Report and detailed share-based payment disclosures are shown in Note A11 of the Consolidated Financial Statements.
17. Related party transactions
The Company has not undertaken any transactions with related parties during the year, other than transactions with wholly owned related parties
of Rentokil Initial plc. Such transactions are exempt from disclosure under FRS 101. There were no transactions with non-wholly owned related
parties of Rentokil Initial plc.
18. Post balance sheet events
There have been no significant post balance sheet events affecting the Company since 31 December 2022.
Rentokil Initial plc
Annual Report 2022
203
Corporate Governance
Financial Statements
Other Information
Strategic Report
The following discussion should be read together with our audited Consolidated Financial Statements and the related notes thereto included
elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report,
including information with respect to the Group’s plans and strategy for its business, includes forward-looking statements that reflect plans,
estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the ‘Risk Factors’ and sections
of this Annual Report, including ‘Cautionary Statement Regarding Forward-Looking Statements’. Therefore, actual results may differ materially
from those contained in any forward-looking statements.
The impact of macroeconomic factors and COVID-19 on the Group’s business
Macroeconomic factors
Inflation.
The Group’s cost base is largely driven by the cost of compensation for employees and the costs of required equipment (including
service equipment and uniforms, vehicles and fuel, and technology necessary to deliver the high-quality services) and the cost of the products
being used on the customer premises including rental equipment and consumables. All of these costs are subject to inflationary pressures and
as such, sustained elevated increases in such costs may not always be possible to pass on to customers.
As a result of the invasion of Ukraine in the first quarter of 2022, inflation levels globally have risen to their highest in two decades, particularly
impacting on fuel prices, timber prices, energy prices and labour costs. This compares with the period from 2020 to 2021, when inflationary
pressures were typically low in the countries in which the Group operated and therefore passing these costs onto customers has been
achievable. In contrast, the Group also has operations in Lebanon, a hyperinflationary country. The business in Lebanon implements frequent
price increases to offset the increases in costs it incurs. This demonstrates that the Group has operations in both low and high inflationary
markets and is accustomed to a range of inflationary environments.
During 2022, the Group has been able to pass along the incurred inflationary impacts in the form of increased prices to its customers. However,
the Group cannot predict the extent to which it may experience future cost increases. The Group may be prevented, in whole or in part, from
passing these cost increases on to its existing and prospective customers, which could have a material adverse impact on the Group’s business.
Shortage of products or supply chain impacts.
The Group does not have significant exposure to international logistics as the majority of its
purchased products and services are sourced in the country they are consumed. Where there are local shortages, products are typically able to
be imported quickly from neighbouring markets. Where global shortages exist, such as recent microchip shortages impacting IT and vehicle
supply chains, the Group has been able to generally extend the life of the asset until supply chains catch up. However, should there be long-term
shortages of critical products or services in the future, then this may adversely impact the operational performance of the Group.
Labour shortages.
The goods and services of the Group are sold by front line sales employees and delivered by a highly skilled technician
workforce. These employees are supported by functional support employees in the Group’s offices around the world. The Group typically retains
around 85% of employees each year, although this can vary from year to year and by market. As a result of employees leaving each year and the
need to replace and hire additional employees for growth, The Group has established experienced recruitment teams and processes allowing
access to many different labour marketplaces. The Group has a very strong recruitment brand and offers attractive remuneration packages and
career development opportunities. During the first half of 2021, the Group did experience a more elevated number of resignations, in a limited
number of localised geographies, following the decline in the COVID-19 pandemic around the world. This did not have a material impact on the
Group in 2021 and by the first quarter of 2022, we had returned towards a pre-pandemic level of colleague churn. Recruitment markets remain
very tight and our markets are having to work harder to identify and attract the best talent. We are currently reviewing the Terminix retention
performance in order to align reporting practices; however, we are aware that their recruitment practices were different to Rentokil Initial and
when we include the results this may have an adverse impact on the overall retention figures for the enlarged Group. In the future, a very
significant shortage of labour in a specific geography may limit the Group’s ability to service revenue opportunities while finding qualified
employees and adversely impact the operational performance of the Group.
COVID-19
COVID-19 impacts during 2022 were very limited, with customer suspensions only remaining elevated in China and some smaller Asian markets;
however, the impacts were immaterial to the overall results of the Group.
The Group expects limited impacts from COVID-19 to continue in the short term, notably in countries like China where vaccination levels remain
lower. The ultimate societal and economic impact of the COVID-19 pandemic also remains unknown. In particular, the Group cannot predict
whether any worsening or continuation of the COVID-19 pandemic or a new pandemic, or any resulting economic impact, will adversely affect
its business.
Key indicators of performance and financial condition
The Group focuses on a variety of indicators and key operating and financial metrics, including certain non-IFRS alternative performance
measures, to monitor the financial condition and performance of its business. These metrics include Revenue, Operating Profit, Adjusted
Operating Profit (at CER), Adjusted Profit Before Tax, Free Cash Flow, Adjusted Earnings Per Share, Organic Revenue Growth, Free Cash Flow
Conversion, Customer Retention, Colleague Retention and Lost Time Accident Rate.
Revenue.
Revenue results are primarily a function of the volume and pricing of the services and products provided to the Group’s customers
by the business, as well as the mix of services and products provided across the business. The volume of revenue is impacted by new unit sales,
the retention of existing customers and acquisitions. The Group serves both residential and commercial customers. During 2022, sales were
generated across 90 countries, with the only country accounting for equal to or greater than 10% of revenue from external customers being the
US (48%).
Operating Profit.
This measure is calculated as Revenue less Operating Expenses, with Operating Expenses consisting of employee costs, direct
materials and services, vehicle costs, property costs, depreciation and impairment of property, plant and equipment, amortisation and impairment
of intangible assets, one-off and adjusting items and other operating expenses. Other operating expenses include professional fees, marketing
costs, amortisation of contract costs and movements in bad debt provision.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
204
Rentokil Initial plc
Annual Report 2022
Adjusted Operating Profit (at CER).
This is an adjusted measure and is presented before the amortisation and impairment of intangible assets
(excluding computer software), one-off and adjusting items (see below) and gain or loss on disposal of businesses. Given the international nature
of the Group’s operations, foreign exchange movements can have a significant impact on the reported results of the Group when they are
translated into sterling (the functional currency of the Group). In order to help understand the underlying trading performance of the business,
revenue and profit measures are often presented at constant exchange rates (CER). The CER is calculated by translating current-year reported
numbers at the full-year average exchange rates for the prior year. See ‘Constant Exchange Rates (CER)’ below (page 212).
Adjusted Profit Before Tax.
This non-IFRS measure is used to give management and investors an understanding of the underlying profitability of
the business over time. Adjusted Profit Before Tax is calculated by adding the following items back to Profit before Income Tax: amortisation and
impairment of intangible assets (excluding computer software), one-off and adjusting items and net interest adjustments. Intangible assets
(excluding computer software) are recognised on acquisition of businesses which, by their nature, can vary by size and amount each year. As a
result, amortisation of intangibles is added back to assist with understanding the underlying trading performance of the business and to allow
comparability across regions and segments. One-off and adjusting items are significant expenses or income that will have a distortive impact on
the underlying profitability of the Group. Typical examples are costs related to the acquisition of businesses (including aborted acquisitions), gain
or loss on disposal or closure of a business, material gains or losses on disposal of fixed assets, adjustments to legacy property-related provisions
(environmental liabilities), and payments or receipts as a result of legal disputes. Net interest adjustments are other non-cash accounting gains
and losses that can cause material fluctuations and distort understanding of the performance of the business, such as net interest on pension
schemes, discount unwind interest on legacy termite provisions and interest fair value adjustments. These adjustments are made to aid
year-on-year comparability.
Free Cash Flow.
Free Cash Flow is a non-IFRS metric that is measured as net cash from operating activities, adjusted for cash flows related to the
purchase and sale of property, plant, equipment and intangible fixed assets, cash flows related to leased assets, cash flows related to one-off and
adjusting items and dividends received from associates. These items are considered by management to be non-discretionary, as continued
investment in these assets is required to support the day-to-day operations of the business. This measure is also used by management to assess
how much cash there is to reinvest into the business for future growth through people, technology and M&A.
Diluted Adjusted Earnings Per Share.
Basic earnings per share is calculated by dividing the profit after tax attributable to equity holders of the
Company by the weighted average number of shares in issue during the year, excluding those held in the Rentokil Initial Employee Share Trust
which are treated as cancelled, and including share options for which all conditions have been met. For diluted earnings per share, the weighted
average number of ordinary shares in issue is adjusted to include all potential dilutive ordinary shares. The Group’s potentially dilutive ordinary
shares relate to the contingent issuable shares under the Group’s long-term incentive plans (LTIPs) to the extent that the performance conditions
have been met at the end of the period. These share options are issued for nil consideration to employees if performance conditions are met. For
the calculation of diluted earnings per share, 1,290,294 share options were anti-dilutive and not included in the calculation of the dilutive effect as
at 31 December 2022 (31 December 2021: nil). Adjusted Earnings Per Share is a non-IFRS metric that is calculated by dividing adjusted profit
attributable to equity holders of the Company by the weighted average number of ordinary shares in issue. This supplemental measure is also
used by management to gain an understanding of the underlying earnings per share performance of the business over time and enable
company-to-company comparisons.
Organic Revenue Growth.
Organic Revenue Growth measures are non-IFRS metrics that are used to help understand the underlying
performance of the Group. These supplemental measures are also used by management to develop forecasts in tracking performance, serving
as a key metric in certain of the Group’s compensation programmes. Organic Revenue Growth represents the growth in Revenue (at CER)
excluding the effect of businesses acquired during the year. Acquired businesses are included in organic measures in the year following
acquisition, and the comparative period is adjusted to include an estimated full year performance for growth calculations. The Terminix
acquisition is treated differently to other acquisitions for Organic Revenue Growth purposes. The full pre-acquisition results of the Terminix
business are included for the comparative period and Organic Revenue Growth is calculated as the growth in Revenue compared to the
comparative period.
Adjusted Free Cash Flow and Free Cash Flow Conversion.
Adjusted Free Cash Flow is measured as Free Cash Flow adjusted for product
development additions and net investment hedge cash interest through Other Comprehensive Income. This measure is also used by
management to determine the efficiency at which the business is able to convert profits into cash. Free Cash Flow Conversion is calculated by
dividing Adjusted Free Cash Flow by Adjusted Profit After Tax, expressed as a percentage. Adjusted Profit After Tax is defined as Adjusted Profit
Before Tax adjusted for the tax effect of amortisation and impairment of intangible assets (excluding computer software) and one-off and
adjusting items and net interest adjustments.
Customer Retention.
Customer Retention is used to track the retention of the Group’s renewable customers and is calculated on a rolling,
12-month basis in order to avoid seasonal anomalies. It is defined as the total portfolio value of customers retained as a percentage of the
opening portfolio. The Group views Customer Retention as one of the key indicators of the long-term success of the business. Customer
Retention was 85.4% in the year ended 31 December 2022 and 85.4% in the year ended 31 December 2021.
Employee Retention.
Defined as total Sales and Service employees retained in the year as a percentage of Sales and Service headcount at
the start of the year. The Group considers Employee Retention to be a key driver of Customer Retention. Employee Retention was 82.6% in
the year ended 31 December 2022 and 84.4% in the year ended 31 December 2021. The decrease of 4.2 percentage points in the year ended
31 December 2021 as compared to the year ended 31 December 2020 was a result of employees who joined the business at the height of the
pandemic and employment uncertainty in 2020, leaving the Group in 2021 as other sectors recovered.
Lost Time Accident Rate.
Defined as the number of lost time accidents per 100,000 standard working hours. The Group views Lost Time
Accident Rate as a key measure of the Group’s employees’ injury prevention. The rate was 0.39 in the year ended 31 December 2022 and
0.38 in the year ended 31 December 2021.
Certain components of results of operations
Profit before Income Tax.
This is calculated as Revenue less Operating Expenses and net finance costs plus share of profit from associated
undertakings (net of tax).
Income Tax Expenses.
The income tax expense for the period comprises both current and deferred tax. Current tax expense represents the
amount payable on this year’s taxable profits and any adjustment relating to prior years. Taxable profits differ from accounting profits as some
items of income or expenditure are not taxable or deductible or may be taxable or deductible in a different accounting period.
Rentokil Initial plc
Annual Report 2022
205
Corporate Governance
Financial Statements
Other Information
Strategic Report
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the
countries where the Group’s subsidiaries and associates operate and generate taxable income. Deferred tax is an accounting adjustment to
provide for tax that is expected to arise in the future due to differences between accounting and tax bases. Deferred tax is determined using tax
rates that are expected to apply when the timing difference reverses based on tax rates which are enacted or substantively enacted at the
balance sheet date.
Profit for the year.
This measure is calculated as Profit before Income Tax less Income Tax Expenses.
For definitions of Revenue and Operating Profit (including Operating Expenses), see ‘Key Indicators of Performance and Financial Condition’.
Results of operations
Following is a discussion of the Group’s results of operations for the years ended 31 December 2022 and 2021.
The following table summarises the Group’s results of operations for the years ended 31 December 2022 and 2021:
2022
£m
2021
£m
2020
(as restated)
£m
% change
2022
2021
Revenue
3,714
2,957
2,803
25.6
5.5
Operating expenses:
Employee costs
1,736
1,405
1,305
23.6
7.7
Direct materials and services
704
586
583
20.1
0.4
Vehicle costs
201
146
134
37.6
9.3
Property costs
82
60
65
37.5
(8.7)
Depreciation and impairment of property, plant and equipment
140
128
132
8.9
(2.9)
Amortisation and impairment of intangible assets
140
91
101
53.5
(9.8)
One-off and adjusting items
136
21
8
556.7
168.8
Net impairment losses on financial assets
24
Other operating expenses
234
173
181
35.2
(4.4)
Total operating expenses
3,397
2,610
2,509
30.1
4.0
Operating profit
317
347
294
(8.4)
17.9
Finance income
49
4
6
1,071.4
(32.3)
Finance cost
(79)
(34)
(78)
(135.5)
57.0
Share of profit from associates
9
8
8
4.9
(1.7)
Profit before income tax
296
325
230
(9.1)
41.5
Income tax expense
(64)
(62)
(44)
(3.2)
(42.3)
Profit for the year
232
263
186
(12.0)
41.3
Revenue
Revenue increased by £757m, or 25.6%, to £3,714m in the year ended 31 December 2022 from £2,957m in the year ended 31 December 2021.
Revenue was favourably impacted by organic growth of £68m and by the impact of acquisitions of £497m. The organic growth of £68m consists
of £75m from the Pest Control segment and £27m from the France Workwear segment partially offset by a decrease of £33m from the Hygiene &
Wellbeing segment reflecting the anticipated tapering of disinfection services, which was reduced by £96m to £21m, and a decrease of £1m from
the Central segment. Foreign exchange movements had a favourable effect of £192m, mainly due to sterling weakening against the US dollar.
See ‘Revenue by Geographical Locations’ and ‘Revenue by Business Segment’ for further discussion.
Operating expenses
Operating expenses increased by £787m, or 30.1%, to £3,397m in the year ended 31 December 2022 from £2,610m in the year ended
31 December 2021.
Employee costs
Employee costs increased by £331m, or 23.6%, to £1,736m in the year ended 31 December 2022 from £1,405m in the year ended 31 December
2021. This was as a result of an increase in the number of employees due to businesses acquired during the year ended 31 December 2022 and
higher inflation in labour costs as a result of higher global inflation rates.
Direct materials and services
Direct materials and services increased by £118m, or 20.1%, to £704m in the year ended 31 December 2022 from £586m in the year ended
31 December 2021. The increase was a result of the increase in sales of products and services and businesses acquired during the year ended
31 December 2022.
Vehicle costs
Vehicle costs increased by £55m, or 37.6%, to £201m in the year ended 31 December 2022 from £146m in the year ended 31 December 2021,
which was a result of the increase in the number of employees due to businesses acquired during the year ended 31 December 2022 and
significantly higher fuel costs as a result of global inflation caused by the conflict in Ukraine, further vehicle usage has increased due to the
non-repeat of COVID-19 lockdowns in the year ended 31 December 2021.
Property costs
Property costs increased by £22m, or 37.5%, to £82m in the year ended 31 December 2022 from £60m in the year ended 31 December 2021
as a result of the acquisition of Terminix and other businesses during the year.
Depreciation and impairment of property, plant and equipment
Depreciation and impairment of property, plant and equipment increased by £12m, or 8.9%, to £140m in the year ended 31 December 2022 from
£128m in the year ended 31 December 2021 mainly as a result of businesses acquired during the year ended 31 December 2022, and a return to
a more normal pattern of capex investment as the business recovered from lower usage during the pandemic.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
206
Rentokil Initial plc
Annual Report 2022
Amortisation and impairment of intangible assets
Amortisation and impairment of intangible assets increased by £49m, or 53.5%, to £140m in the year ended 31 December 2022 from £91m in the
year ended 31 December 2021 mainly as a result of businesses acquired and associated intangibles recognised on acquisition, specifically the
acquisition of Terminix. Further, increases have been driven by goodwill impairments of £22m (2021: £nil) in hyperinflationary markets such as
Lebanon, Argentina, Brazil and Turkey.
One-off and adjusting items
One-off and adjusting items increased by £115m, or 556.7%, to £136m in the year ended 31 December 2022 from £21m in the year ended
31 December 2021 as a result of professional fees and other costs related to the acquisition of Terminix and other businesses, and also integration
costs relating to the combination of the businesses acquired.
Other operating expenses
Other operating expenses increased by £61m, or 35.2%, to £234m in the year ended 31 December 2022 from £173m in the year ended
31 December 2021, largely due to businesses acquired during the year ended 31 December 2022.
Operating profit
Operating profit decreased by £30m, or 8.4%, to £317m in the year ended 31 December 2022 from £347m in the year ended 31 December 2021.
The decrease in operating profit was a result of the increase in revenue of £757m, or 25.6%, to £3,714m in the year ended 31 December 2022 from
£2,957m in the year ended 31 December 2021 offset by the increase in operating expenses of £787m, or 30.1%, to £3,397m in the year ended
31 December 2022 from £2,610m in the year ended 31 December 2021. This decrease in operating profit reflected revenue growth across all
major countries and regions in which the Group operates and the execution of its high service and innovation and technology strategy, which
drove customer retention and new sales of innovative new products to meet evolving customer needs, offset by £136m of deal, integration and
other one-off costs arising largely as a result of the Terminix transaction.
Profit before Income Tax
Profit before Income Tax decreased by £29m, or 9.1%, to £296m in the year ended 31 December 2022 from £325m in the year ended 31 December
2021 due to the decrease in operating profit by £30m, or 8.4%, to £317m in the year ended 31 December 2022 from £347m in the year ended
31 December 2022, with net finance costs of £30m in the year ended 31 December 2022 in line with the year ended 31 December 2021.
Income tax expenses
Income tax expenses increased by £2m, or 3.2%, to £64m in the year ended 31 December 2022 from £62m in the year ended 31 December 2021
due to an effective tax rate of 21.6% in the year ended 31 December 2022 compared to an effective tax rate of 19.0% in the year ended
31 December 2021.
Profit for the year
Profit for the year decreased by £31m, or 12.0%, to £232m in the year ended 31 December 2022 from £263m in the year ended 31 December 2021.
The decrease in profit was a result of the decrease in profit before income tax of £29m, or 9.1%, to £296m in the year ended 31 December 2022
from £325m in the year ended 31 December 2021 and the increase in income tax expenses of £2m, or 3.2%, to £64m in the year ended
31 December 2022 from £62m in the year ended 31 December 2021.
Revenue by geographical location
Following is a discussion of the Group’s revenues by geographical location for the years ended 31 December 2022 and 2021.
The table below sets forth revenue by geographic location for the years ended 31 December 2022 and 2021. For the year ended 31 December
2022, revenue from North America, Europe, UK & Sub-Saharan Africa, Asia & MENAT and Pacific accounted for 50%, 25%, 10%, 9% and 6% of
the Group’s total revenue, respectively. For the year ended 31 December 2021, revenue from North America, Europe, UK & Sub-Saharan Africa,
Asia & MENAT and Pacific accounted for 44%, 28%, 12%, 9% and 7% of the Group’s total revenue, respectively.
2022
£m
2021
£m
2020
(as restated)
£m
% change
2022
2021
Revenue:
North America
1
1,849
1,291
1,197
43.3
7.8
Europe
2
941
832
827
13.1
0.6
UK & Sub-Saharan Africa
3
370
359
327
3.0
9.7
Asia & MENAT
4
321
271
263
18.4
3.0
Pacific
5
227
197
178
15.2
10.7
Central
6
7
11
(10.3)
(34.0)
Total
3,714
2,957
2,803
25.6
5.5
1. North America includes the US and Canada.
2. Europe includes France, Germany, Benelux (Belgium, The Netherlands and Luxembourg), Central Eastern Europe, Southern Europe, Nordics (Norway, Sweden,
Finland, Denmark and Poland), Latin America and Caribbean (including Puerto Rico).
3. UK & Sub-Saharan Africa includes UK, Ireland, Baltics and Sub-Saharan Africa (South Africa, Kenya, Tanzania, Mozambique and Malawi).
4. Asia & MENAT includes India, China, Indonesia, Malaysia and other Asian countries and MENAT (Turkey, United Arab Emirates, Saudi Arabia, Jordan, Ghana
and Lebanon).
5. Pacific includes Australia, New Zealand and Fiji.
Rentokil Initial plc
Annual Report 2022
207
Corporate Governance
Financial Statements
Other Information
Strategic Report
North America
Revenue increased by £558m, or 43.3%, to £1,849m in the year ended 31 December 2022 from £1,291m in the year ended 31 December 2021. This
revenue increase was aided by the incremental impact of 2021 M&A of £48m, additional revenue from 2022 M&A of £363m and foreign exchange
movements having a £175m favourable effect on revenue. Excluding the effect of foreign exchange and M&A, North America revenue decreased
organically by £28m, impacted by a £61m unwind of disinfection revenues versus 2021. Excluding disinfection, Organic Revenue Growth was
driven by broad-based momentum in all businesses and an incremental return to more normalised trading patterns. The Group saw good growth
in its residential Pest Control portfolio, from both acquisitions in the years ended 31 December 2021 and 2022 and continued marketing and sales
focus.
Revenues were supported by very limited disinfection sales in the year ended 31 December 2022. Sales from disinfection amounted to £2m in the
year ended 31 December 2022 compared to £63m in the year ended 31 December 2021.
Including the impacts of M&A and foreign exchange, contract revenue grew by £436m to £1,177m in the year ended 31 December 2022 from
£741m in the year ended 31 December 2021, product revenue increased by £71m to £301m in the year ended 31 December 2022 from £230m in
the year ended 31 December 2021 and job revenue increased by £49m to £374m in the year ended 31 December 2022 from £325m in the year
ended 31 December 2021. Job revenue includes disinfection revenues.
Europe
Revenue increased by £109m, or 13.1%, to £941m in the year ended 31 December 2022 from £832m in the year ended 31 December 2021. This
increase was driven by Latin America (including Caribbean) increasing by £34m, or 35.4%, to £129m in the year ended 31 December 2022 from
£95m in the year ended 31 December 2021, France, which increased by £32m, or 10.2%, to £338m in the year ended 31 December 2022 from
£306m in the year ended 31 December 2021, Nordics, which increased by £18m, or 24.7%, to £90m in the year ended 31 December 2022 from
£72m in the year ended 31 December 2021, and Southern Europe, which increased revenues by £15m, or 10.1%, to £164m in the year ended
31 December 2022 from £149m in the year ended 31 December 2021.
This revenue increase was aided by the incremental impact of 2021 M&A of £11m and additional revenue from 2022 M&A of £46m but this was
partially offset by foreign exchange movements having a £1m adverse effect on revenue. Excluding the effect of foreign exchange and M&A,
Europe revenue increased organically by £53m.
The region has enjoyed stronger performance in 2022, with continued momentum in the second half of the year. This has resulted in higher
revenue and profitability, driven by both effective price increases and resilience in overall demand. There has been stabilisation of relationships
across customer sectors post-COVID-19, with the business back to providing full contractual service terms in the majority of its markets. France
Workwear revenue increased by £26m, or 15.6%, to £192m in the year ended 31 December 2022 from £166m in the year ended 31 December
2021. Improving market conditions were reflected in its stronger contribution, which overall is back to pre-COVID-19 levels and supported by
robust pricing.
Including the impacts of M&A and foreign exchange, contract revenue grew by £89m to £744m in the year ended 31 December 2022 from £655m
in the year ended 31 December 2021, product revenue increased by £5m to £37m in the year ended 31 December 2022 from £32m in the year
ended 31 December 2021 and job revenue increased by £16m to £150m in the year ended 31 December 2022 from £134m in the year ended
31 December 2021. Job revenue includes disinfection revenue, which was introduced as a response to the COVID-19 pandemic, which decreased
by £21m to £8m in the year ended 31 December 2022 from £29m in the year ended 31 December 2021.
UK & Sub-Saharan Africa
Revenue increased by £11m, or 3.0%, to £370m in the year ended 31 December 2022 from £359m in the year ended 31 December 2021. This
increase was driven by UK, Ireland and Baltics increasing revenue by £10m, or 3.1%, to £328m for the year ended 31 December 2022 from £318m
in the year ended 31 December 2021 and Sub-Saharan Africa increasing revenue by £1m, or 1.9%, to £41m in the year ended 31 December 2022
from £40m in the year ended 31 December 2021.
UK & Sub-Saharan Africa revenue increased organically by £11m.
The region delivered a resilient trading performance against strong comparators in the prior year, which had provided strong growth
opportunities in both the medical waste and disinfection business streams. Good revenue growth was delivered in both the Pest Control business
and core Hygiene operations. This was accompanied by an improved performance year-on-year in the Ambius business, which benefited from
a comparatively supportive operating environment in the hospitality, office and travel sectors. The UK Property Care business was slightly
dampened by domestic property services, where growth slowed in line with the housing market.
Including the impacts of M&A and foreign exchange, contract revenue grew by £12m to £263m in the year ended 31 December 2022 from £251m
in the year ended 31 December 2021 and job revenue decreased by £12m to £93m in the year ended 31 December 2022 from £105m in the year
ended 31 December 2021. Job revenue includes disinfection revenue, which was introduced as a response to the COVID-19 pandemic, which
decreased by £6m to £nilm in the year ended 31 December 2022 from £6m in the year ended 31 December 2021. Job revenue also includes
COVID-19 waste services, which reduced in the year ended 31 December 2022 as the UK vaccine roll-out tailed off.
Asia & MENAT
Revenue increased by £50m, or 18.4%, to £321m in the year ended 31 December 2022 from £271m in the year ended 31 December 2021. This
revenue increase was driven by MENAT increasing revenue by £16m, or 55.1%, to £45m in the year ended 31 December 2022 from £29m in the
year ended 31 December 2021, Indonesia increasing by £6m, or 12.5%, to £48m in the year ended 31 December 2022 from £42m in the year
ended 31 December 2021, Malaysia improving by £6m, or 15.6%, to £39m in the year ended 31 December 2022 from £33m in the year ended
31 December 2021, Singapore improving by £5m, or 14.0%, to £36m in the year ended 31 December 2022 from £31m in the year ended
31 December 2021, India increasing revenue by £4m, or 9.2%, to £58m in the year ended 31 December 2022 from £54m in the year ended
31 December 2021 and China improving by £4m, or 21.6%, to £22m for the year ended 31 December 2022 from £18m in the year ended
31 December 2021. Pricing was complemented with volume growth, which benefited from post-COVID market reopening.
This revenue increase was aided by the incremental impact of 2021 M&A of £12m and additional revenue from 2022 M&A of £6m and foreign
exchange movements having a £14m favourable effect on revenue. Excluding the effect of foreign exchange and M&A, Asia & MENAT revenue
increased organically by £18m.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
208
Rentokil Initial plc
Annual Report 2022
Including the impacts of M&A and foreign exchange, contract revenue grew by £41m to £246m in the year ended 31 December 2022 from
£205m in the year ended 31 December 2021, job revenue increased by £5m to £57m in the year ended 31 December 2022 from £52m in the
year ended 31 December 2021 and product revenue increased by £3m to £21m in the year ended 31 December 2022 from £18m in the year ended
31 December 2021. Job revenue included disinfection revenue, which was introduced as a response to the COVID-19 pandemic, which decreased
by £7m to £10m in the year ended 31 December 2022 from £17m in the year ended 31 December 2021.
Pacific
Revenue increased by £30m, or 15.2%, to £227m in the year ended 31 December 2022 from £197m in the year ended 31 December 2021. Australia
revenue increased by £17m, or 11.4%, to £166m in the year ended 31 December 2022 from £149m in the year ended 31 December 2021 and New
Zealand grew by £12m, or 26.6%, to £57m in the year ended 31 December 2022 from £45m in the year ended 31 December 2021. The Pacific saw
increased demand for services as it benefited from reopened markets, international travel and a return to offices.
This revenue increase was aided by the incremental impact of 2021 M&A of £3m and additional revenue from 2022 M&A of £7m and foreign
exchange movements having a £5m favourable effect on revenue. Excluding the effect of foreign exchange and M&A, Pacific revenue increased
organically by £15m.
Including the impacts of M&A and foreign exchange, contract revenue grew by £21m to £179m in the year ended 31 December 2022 from £158m
in the year ended 31 December 2021 and job revenue increased by £7m to £44m in the year ended 31 December 2022 from £37m in the year
ended 31 December 2021. Credit notes reduced by £2m to £2m in the year ended 31 December 2022 from £4m in the year ended 31 December
2021. Job revenue includes disinfection revenue, which was introduced as a response to the COVID-19 pandemic, which decreased by £1m to £nil
in the year ended 31 December 2022 from £1m in the year ended 31 December 2021.
Revenue by business segment
Following is a discussion of the Group’s revenues by business segment for the years ended 31 December 2022 and 2021.
The table below sets forth revenue by business segment for the years ended 31 December 2022 and 2021. For the year ended 31 December
2022, Pest Control, Hygiene & Wellbeing and France Workwear segments accounted for 73%, 22% and 5% of total revenue, respectively. For the
year ended 31 December 2021, Pest Control, Hygiene & Wellbeing and France Workwear segments accounted for 66%, 28% and 6% of total
revenue, respectively.
2022
£m
2021
£m
2020
(as restated)
£m
% change
2022
2021
Revenue:
Pest Control
2,695
1,952
1,718
38.2
13.6
Hygiene & Wellbeing
821
832
901
(1.5)
(7.6)
France Workwear
192
166
173
15.6
(4.4)
Central
6
7
11
(10.3)
(34.0)
Total
3,714
2,957
2,803
25.6
5.5
Pest Control
Revenue increased by £743m, or 38.2%, to £2,695m in the year ended 31 December 2022 from £1,952m in the year ended 31 December 2021.
The Pest Control business overall delivered good growth in the year, underpinned by the critical nature of its services. Performance has been
supported by both pricing and volumes, led by the Commercial Pest Control business which has a high proportion of contractual activity and has
benefited overall from continued good customer retention rates.
The increase in revenue for this segment was aided by the incremental impact from 2021 M&A transactions of £70m and additional revenue from
2022 M&A of £419m with foreign exchange movements having a £179m favourable effect on revenue. Excluding the effect of foreign exchange
and M&A, Pest Control revenue increased organically by £75m.
All revenue streams increased with contract revenue growing by £509m to £1,758m in the year ended 31 December 2022 from £1,249m in the
year ended 31 December 2021, job revenue increasing by £155m to £612m in the year ended 31 December 2022 from £457m in the year ended
31 December 2021 and product revenue going up by £76m to £334m in the year ended 31 December 2022 from £258m in the year ended
31 December 2021. A reduction in credit notes to £6m in the year ended 31 December 2022 from £10m in the year ended 31 December 2021
was the reason for £4m of the revenue increase.
Hygiene & Wellbeing
Revenue decreased by £11m, or 1.5%, to £821m in the year ended 31 December 2022 from £832m in the year ended 31 December 2021.
This reflected the anticipated tapering of disinfection services, which was reduced by £96m to £21m.
The decrease in revenue also contained the incremental impact of 2021 M&A of £4m, additional revenue from 2022 M&A of £3m and foreign
exchange movements having a £14m favourable effect. Excluding the effect of foreign exchange and M&A, Hygiene & Wellbeing revenue
decreased organically by £32m.
France Workwear
Revenue increased by £26m, or 15.6%, to £192m in the year ended 31 December 2022 from £166m in the year ended 31 December 2021. This was
largely driven by the recovery of the hospitality and tourism sectors as the COVID-19 pandemic abated and as France enjoyed a more normal
summer season and year.
Rentokil Initial plc
Annual Report 2022
209
Corporate Governance
Financial Statements
Other Information
Strategic Report
Operating expenses by geographic region
Following is a discussion of the Group’s operating expenses by business segment for the years ended 31 December 2022 and 2021.
North America
2022
£m
2021
£m
2020
£m
% change
2022
2021
Employee costs
836
586
543
42.7
7.6
Direct materials and services
370
294
263
25.9
11.7
Vehicle costs
98
52
43
87.0
23.0
Property costs
30
24
21
22.8
13.7
Depreciation of PPE
22
16
16
37.7
0.6
Amortisation of intangibles
69
37
34
84.4
10.7
One-off and adjusting items
70
7
(2)
875.0
413.0
Other operating expenses
177
109
105
63.0
3.5
Total
1,672
1,125
1,023
48.6
10.0
Operating expenses increased by £547m, or 48.6%, to £1,672m in the year ended 31 December 2022 from £1,125m in the year ended
31 December 2021. The main driver of this increase was employee costs which increased by £250m, or 42.7%, to £836m in the year ended
31 December 2022 from £586m in the year ended 31 December 2021 as a result of an increase in the number of employees due to businesses
acquired during the year ended 31 December 2022 and organic growth during the year ended 31 December 2022. A further driver of this
increase was direct materials and services which increased by £76m, or 25.9%, to £370m in the year ended 31 December 2022 from £294m in
the year ended 31 December 2021 as a result of an increase in revenues. The third driver of this increase was other operating expenses which
increased by £68m, or 63.0%, to £177m in the year ended 31 December 2022 from £109m in the year ended 31 December 2021 as a result of
businesses acquired during the year ended 31 December 2022. Vehicle costs were up £46m or 87% from £52m in the year ended 31 December
2021 to the year ended 31 December 2022 as a result of businesses acquired during the period, higher fuel prices as a result of the conflict in
Ukraine and as a result of higher usage than 2021 where some customers were suspended as a result of the COVID-19 pandemic.
Europe
2022
£m
2021
£m
2020
£m
% change
2022
2021
Employee costs
396
367
353
8.1
3.9
Direct materials and services
129
117
113
10.1
2.9
Vehicle costs
50
52
49
(3.6)
6.3
Property costs
31
14
19
124.8
(27.1)
Depreciation of PPE
74
75
79
(0.5)
(5.2)
Amortisation of intangibles
29
15
16
88.9
(7.3)
One-off and adjusting items
5
3
11
51.6
(71.0)
Other operating expenses
75
50
64
50.0
(21.7)
Total
789
693
704
14.0
(1.6)
Operating expenses increased by £96m, or 14.0%, to £789m in the year ended 31 December 2022 from £693m in the year ended 31 December
2021. The main driver of this was employee costs which increased by £29m, or 8.1%, to £396m in the year ended 31 December 2022 from £367m
in the year ended 31 December 2021 as a result of an increase in the number of employees due to businesses acquired during the year ended
31 December 2022 and organic growth during the year ended 31 December 2022. A further driver of this decrease was other operating expenses
which increased by £25m, or 50.0%, to £75m in the year ended 31 December 2022 from £50m in the year ended 31 December 2021 as a result of
businesses acquired during the year ended 31 December 2022.
UK & Sub-Saharan Africa
2022
£m
2021
£m
2020
£m
% change
2022
2021
Employee costs
144
147
134
(2.0)
10.2
Direct materials and services
46
51
55
(8.8)
(7.6)
Vehicle costs
19
22
24
(13.6)
(7.9)
Property costs
14
7
7
80.0
(1.3)
Depreciation of PPE
13
12
12
8.5
Amortisation of intangibles
9
10
(100.0)
(5.2)
One-off and adjusting items
5
1
2,650.0
(120.0)
Other operating expenses
38
28
39
36.5
(28.4)
Total
279
276
282
1.0
(1.8)
Operating expenses increased by £3m, or 1.0%, to £279m in the year ended 31 December 2022 from £276m in the year ended 31 December 2021.
The main driver of this was other operating expenses which increased by £10m, or 36.5%, to £38m in the year ended 31 December 2022 from
£28m in the year ended 31 December 2021 as a result of the non repeat of bad debt provision releases in the year ended 31 December 2021.
Another driver of this increase was property costs which increased by £7m, or 80.0%, to £14m in the year ended 31 December 2022 from £7m
in the year ended 31 December 2021 as a result of rising property cost renewals in the UK. These increases were partially offset by a decrease
in direct materials and services which decreased by £5m, or 8.8%, to £46m in the year ended 31 December 2022 from £51m in the year ended
31 December 2021 as a result of non-repeat of COVID-19 related waste service costs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
210
Rentokil Initial plc
Annual Report 2022
Asia & MENAT
2022
£m
2021
£m
2020
£m
% change
2022
2021
Employee costs
166
146
137
14.1
6.0
Direct materials and services
60
50
49
21.3
1.6
Vehicle costs
17
11
12
50.0
(0.9)
Property costs
6
7
7
(20.5)
(2.7)
Depreciation of PPE
14
12
12
12.4
3.4
Amortisation of intangibles
20
7
17
194.1
(60.5)
One-off and adjusting items
1
1
1
85.7
Other operating expenses
14
15
16
(11.0)
(4.3)
Total
298
249
251
19.4
(0.5)
Operating expenses increased by £49m, or 19.4%, to £298m in the year ended 31 December 2022 from £249m in the year ended 31 December
2021. The main driver of this increase was employee costs which increased by £20m, or 14.1%, to £166m in the year ended 31 December 2022
from £146m in the year ended 31 December 2021 as a result of an increase in the number of employees due to businesses acquired during the
year ended 31 December 2022, organic growth during the year ended 31 December 2022 and inflationary cost increases. Another driver of the
increase was amortisation of intangibles which increased by £13m, or 194.1%, to £20m in the year ended 31 December 2022 from £7m in the year
ended 31 December 2021 as a result of businesses acquired during the year ended 31 December 2022 and the £9m impairment of Lebanon
goodwill. The third driver of the increase was direct materials and services which increased by £10m, or 21.3%, to £60m in the year ended
31 December 2022 from £50m in the year ended 31 December 2021 as a result of an increase in revenues.
Pacific
2022
£m
2021
£m
2020
£m
% change
2022
2021
Employee costs
108
95
84
13.1
14.2
Direct materials and services
26
25
23
4.0
10.0
Vehicle costs
14
8
7
74.4
18.2
Property costs
1
4
4
(72.5)
2.6
Depreciation of PPE
14
13
11
9.2
12.1
Amortisation of intangibles
5
5
3
2.2
64.3
One-off and adjusting items
4
1
516.7
200.0
Other operating expenses
15
11
15
33.9
(25.8)
Total
187
162
147
15.2
10.3
Operating expenses increased by £25m, or 15.2%, to £187m in the year ended 31 December 2022 from £162m in the year ended 31 December
2021. The main driver of this increase was employee costs which increased by £13m, or 13.1%, to £108m in the year ended 31 December 2022 from
£95m in the year ended 31 December 2021 as a result of an increase in the number of employees due to businesses acquired during the year
ended 31 December 2022, organic growth during the year ended 31 December 2022 and wage inflationary impacts. A further driver of this was
vehicle costs which increased by £6m, or 74.4%, to £14m in the year ended 31 December 2022 from £8m in the year ended 31 December 2021 as
a result of an increase in the number of employees due to businesses acquired during the year ended 31 December 2022 and higher fuel prices
as a result of the conflict in Ukraine.
Operating expenses by business segment
Following is a discussion of the Group’s operating expenses by business segment for the years ended 31 December 2022 and 2021.
Pest Control
2022
£m
2021
£m
2020
£m
% change
2022
2021
Employee costs
1,266
951
861
33.1
10.5
Direct materials and services
466
352
309
32.4
14.0
Vehicle costs
149
97
83
53.5
16.6
Property costs
57
25
30
128.2
(15.4)
Depreciation of PPE
40
31
29
29.7
5.2
Amortisation of intangibles
119
62
69
91.9
(10.6)
One-off and adjusting items
70
9
682.0
3,066.7
Other operating expenses
221
149
154
47.5
(3.1)
Total
2,388
1,676
1535
42.4
9.2
Operating expenses increased by £712m, or 42.4%, to £2,388m in the year ended 31 December 2022 from £1,676m in the year ended
31 December 2021. The main driver of this was employee costs which increased by £315m, or 33.1%, to £1,266m in the year ended 31 December
2022 from £951m in the year ended 31 December 2021 as a result of an increase in the number of employees due to businesses acquired during
the year and, organic growth and global wage inflation caused by the conflict in Ukraine. Direct materials and services increased by £114m, or
32.4%, to £466m in the year ended 31 December 2022 from £352m in the year ended 31 December 2021. The increase was as a result of the
increase in sales of products and services. Vehicle costs increased by £52m, or 53.5%, to £149m in the year ended 31 December 2022 from £97m
in the year ended 31 December 2021, which was a result of the increase in the number of employees due to businesses acquired during the year,
higher vehicle usage coming out of the pandemic and higher fuel prices caused by the conflict in Ukraine. One-off and adjusting items increased
by £61m, or 682.0%, to £70m in the year ended 31 December 2022 from £9m in the year ended 31 December 2021 as a result of costs relating to
the Terminix transaction.
Rentokil Initial plc
Annual Report 2022
211
Corporate Governance
Financial Statements
Other Information
Strategic Report
Hygiene & Wellbeing
2022
£m
2021
£m
2020
£m
% change
2022
2021
Employee costs
298
292
295
2.0
(1.0)
Direct materials and services
154
165
180
(6.3)
(8.5)
Vehicle costs
42
42
44
(1.7)
(4.5)
Property costs
16
18
17
(13.6)
7.6
Depreciation of PPE
52
51
52
3.0
(1.6)
Amortisation of intangibles
3
11
12
(77.1)
(6.0)
One-off and adjusting items
4
1
8
200.0
(84.4)
Other operating expenses
95
78
88
23.1
(12.3)
Total
664
658
696
0.9
(5.5)
Operating expenses increased by £6m, or 0.9%, to £664m in the year ended 31 December 2022 from £658m in the year ended 31 December
2021. The main drivers of this was other operating expenses which increased by £17m, or 23.1%, to £95m in the year ended 31 December 2022
from £78m in the year ended 31 December 2021 and employee costs which increased by £6m, or 2.0%, to £298m in the year ended 31 December
2022 from £292m in the year ended 31 December 2021 as a result of an increase in the number of employees due to businesses acquired during
the year. This was partially offset by direct materials and services which decreased by £11m, or 6.3%, to £154m in the year ended 31 December
2022 from £165m in the year ended 31 December 2021.
France Workwear
2022
£m
2021
£m
2020
£m
% change
2022
2021
Employee costs
88
80
81
10.3
(0.5)
Direct materials and services
11
9
5
16.5
78.4
Vehicle costs
8
6
6
17.2
6.7
Property costs
7
8
8
(13.1)
(1.2)
Depreciation of PPE
45
46
51
(2.8)
(9.3)
Amortisation of intangibles
1
1
(20.0)
(37.5)
One-off and adjusting items
1
1
3
20.0
(84.8)
Other operating expenses
2
1
1
142.9
Total
162
152
156
6.3
(2.5)
Operating expenses increased by £10m, or 6.3%, to £162m in the year ended 31 December 2022 from £152m in the year ended 31 December
2021. The main driver of this was employee costs which increased by £8m, or 10.3%, to £88m in the year ended 31 December 2022 from £80m in
the year ended 31 December 2021 as a result of the number of employees in the business increasing as a result in organic revenue coming from
the hospitality and tourism sectors returning to a more normal summer season with the abatement of travel restrictions for the COVID-19
pandemic versus 2021.
Non-IFRS alternative indicative measures
The Group uses a number of measures to present the financial performance of the business which are not IFRS measures as defined under IFRS.
Management believes these measures provide valuable additional information for users of the Financial Statements in order to better understand
the underlying trading performance in the year from activities and businesses that will contribute to future performance. The Group’s internal
strategic planning process is also based on these measures and they are used for incentive purposes. They should be viewed as complements to,
and not replacements for, the comparable IFRS measures.
Constant Exchange Rates (CER)
Given the international nature of the Group’s operations, foreign exchange movements can have a significant impact on the reported results
of the Group when they are translated into sterling (the functional currency of the Group). In order to help understand the underlying trading
performance of the business, revenue and profit measures are often presented at CER. CER is calculated by translating current-year reported
numbers at the full-year average exchange rates for the prior year, in order to give management and other users of the accounts better visibility
of underlying trading performance against the prior period. The major exchange rates used for the comparisons between the years ended
31 December 2022 and 31 December 2021 are £/$ 2022: 1.2421 (2021: 1.3739) and £/€ 2022: 1.1717 (2021: 1.1617).
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
212
Rentokil Initial plc
Annual Report 2022
Adjusted Operating Profit
The following table represents a reconciliation of Operating Profit to Adjusted Operating Profit for the year ended 31 December 2022 at both
actual exchange rates (AER) and CER compared to the year ended 31 December 2021:
2022
AER
£m
2022
CER
2
£m
2021
£m
% change
AER
CER
2
Operating Profit
317
293
347
(8.4)
(15.4)
One-off and adjusting items
136
130
21
556.7
527.1
Amortisation and impairment of intangible assets
1
118
119
74
58.4
59.8
Adjusted Operating Profit
571
542
442
29.4
22.7
1. Excluding computer software.
2. CER is calculated by translating current-year reported numbers at the full-year average exchange rates for the prior year, in order to give management and
other users of the accounts better visibility of underlying trading performance against the prior period.
Adjusted Profit After Tax and Adjusted Earnings Per Share
The following table represents a reconciliation of Profit for the year to Adjusted Profit After Tax for the periods presented:
2022
£m
2021
£m
2020
£m
Profit for the year
232
263
186
One-off and adjusting items
1
136
21
8
Amortisation and impairment of intangible assets
2
118
74
82
Net interest adjustments
(18)
(4)
35
Tax on above items
3
(41)
(18)
(26)
Adjusted Profit After Tax
427
336
285
Diluted Adjusted Earnings Per Share
21.22p
17.99p
15.29p
1. See One-off and adjusting items table below.
2. Excluding computer software.
3. One-off and adjusting items £20m (2021: £2m), amortisation and impairment of intangibles £25m (2021: £18m), net interest adjustments £(3)m (2021: £(1)m).
One-off and adjusting items
One-off
cost/
(income)
One-off
tax impact
One-off
cash in-flow/
(outflow)
One-off
cost/
(income)
One-off
tax impact
One-off
cash in-flow/
(outflow)
One-off
cost/
(income)
One-off
tax impact
One-off
cash in-flow/
(outflow)
2022
£m
2022
£m
2022
£m
2021
£m
2021
£m
2021
£m
2020
£m
2020
£m
2020
£m
Acquisition and integration costs
5
(2)
(13)
13
(1)
(12)
15
(3)
(15)
Fees relating to Terminix acquisition
68
(4)
(38)
6
(6)
Terminix integration costs
62
(14)
(32)
UK pension scheme – partial return of surplus
22
9
Pension scheme closure in North America
(7)
2
Other
1
2
2
(1)
(9)
(1)
4
Total
136
(20)
(59)
21
(2)
(27)
8
(2)
(2)
Free Cash Flow and Free Cash Flow Conversion
The following table represents a reconciliation of Net Cash from Operating Activities to Free Cash Flow for the periods presented:
2022
£m
2021
£m
(as restated)
2020
£m
Net cash from operating activities
600
563
548
Purchase of property, plant, equipment and intangible fixed assets
(190)
(160)
(153)
Capital element of lease payments and initial direct costs incurred
(104)
(88)
(83)
Proceeds from sale of property, plant, equipment and software
5
7
6
Dividends received from associates
4
4
12
Cash impact of one-off and adjusting items
59
27
7
Free Cash Flow
374
353
337
Product development additions
10
7
6
Net investment hedge cash interest through Other Comprehensive Income
8
4
4
Adjusted Free Cash Flow
392
364
347
Free Cash Flow Conversion
91.8%
108.3%
121.8%
Rentokil Initial plc
Annual Report 2022
213
Corporate Governance
Financial Statements
Other Information
Strategic Report
Liquidity and capital resources
The primary source of the Group’s liquidity over the past three years was cash generated from operations. These funds were generally used
to pay interest, taxes and dividends, and to fund capital expenditure and acquisitions, and the Group expects to continue to fund future operating
and capital needs. The Group considers its working capital to be sufficient for its present requirements.
Cash flow activity
Following is a discussion of the Group’s cash flows for the years ended 31 December 2022 and 2021.
Cash flows from operating, investing and financing activities, as reflected in the accompanying Consolidated Cash Flow Statement, are
summarised in the following table:
2022
£m
2021
£m
2020
(as restated)
£m
% change
2022
2021
Net cash provided from (used for):
Operating activities
600
563
548
6.6
2.7
Investing activities
(1,197)
(441)
(497)
(171.4)
11.3
Financing activities
1,323
(417)
229
417.3
(281.7)
Net increase/(decrease) in cash and cash equivalents
726
(295)
280
346.1
(205.4)
Cash and cash equivalents at the beginning of the year
242
551
274
(56.1)
101.1
Exchange losses on cash and cash equivalents
(89)
(14)
(3)
(535.7)
(366.7)
Cash and cash equivalents at end of the financial year
879
242
551
263.2
(56.1)
Operating activities
Net cash inflows from operating activities increased by £37m, or 6.6%, to £600m in the year ended 31 December 2022 from £563m in the year
ended 31 December 2021. Operating Profit decreased by £30m, to £317m in the year ended 31 December 2022 from £347m in the year ended
31 December 2021. Within Operating Profit, non-cash items moved as follows: (1) Depreciation of property, plant and equipment increased by
£20m to £148m in the year ended 31 December 2022 from £128m in the year ended 31 December 2021 due to businesses acquired during
the period and a more normal pattern of capex following the normalisation of trading coming out of the COVID-19 pandemic, (2) Depreciation
of leased assets increased by £28m to £106m in the year ended 31 December 2022 from £78m in the year ended 31 December 2021.
(3) Amortisation and impairment of intangible assets (excluding computer software) increased by £44m to £118m in the year ended 31 December
2022 from £74m in the year ended 31 December 2021 due to businesses acquired during the period and impairments of goodwill balances in
Lebanon, Argentina, Turkey and Brazil. (4) Amortisation and impairment of computer software increased by £5m to £22m in the year ended
31 December 2022 from £17m in the year ended 31 December 2021 due to businesses acquired during the period. (5) Other non-cash items
increased by £2m to £8m in the year ended 31 December 2022 from £6m in the year ended 31 December 2021 mainly due to higher share-based
payment costs as a result of the Terminix transaction.
Working capital flow decreased £16m to a £3m outflow in the year ended 31 December 2022 from a £19m inflow in the year ended 31 December
2021 due to tight management of payables and receivables offset by higher levels of inventory in the year to protect against potential supply
chain challenges and a negative movement on provisions. This is reflected in the trade and other receivables and accrued income inflow
decreasing by £54m to £5m in the year ended 31 December 2022 from a £59m in the year ended 31 December 2021 and the trade and
other payable and provisions and contract liabilities flow increasing by £38m to a £6m inflow in the year ended 31 December 2022 from
a £32m outflow in the year ended 31 December 2021. The net impact of interest and tax paid was an increase of £10m to £116m in the year
ended 31 December 2022 from £106m in the year ended 31 December 2021.
Investing activities
Net cash outflows from investing activities increased by £756m, or 171.4%, to £1,197m in the year ended 31 December 2022 from £441m in the year
ended 31 December 2021. The main drivers of this increase were acquisitions of companies and businesses increasing by £555m to £1,018m for
the year ended 31 December 2022 from £463m in the year ended 31 December 2021 and net investment in term deposits inflow decreasing by
£170m to £1m in the year ended 31 December 2022 from £171m in the year ended 31 December 2021.
Financing activities
Net cash flows from financing activities increased by £1,740m to a £1,323m inflow in the year ended 31 December 2022 from a £417m outflow
in the year ended 31 December 2021. The main drivers of this increase were inflows from proceeds from new debt increasing by £2,378m to
£2,383m for the year ended 31 December 2022 from £5m in the year ended 31 December 2021, and dividends paid decreasing by £17m to £122m
in the year ended 31 December 2022 from £139m in the year ended 31 December 2021. This decrease was more than offset by outflows from
debt repayments increasing by £677m to £844m in the year ended 31 December 2022 from £167m in the year ended 31 December 2021 as we
settled debts acquired with the Terminix transaction.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
214
Rentokil Initial plc
Annual Report 2022
Directors’ Report
The Directors submit their report and audited Financial Statements
of the Company and the Group to the members of Rentokil Initial plc
(the Company) for the year ended 31 December 2022. Details of the
Directors of the Company during 2022 can be found on pages 74
and 75.
The Corporate Governance Report for the year on pages 72 to 129
forms part of the Directors’ Report, together with the sections of the
Annual Report incorporated by reference.
The Company has chosen to disclose the following information in the
Strategic Report on pages 1 to 70 and 138 to 143:
A
an indication of likely future developments in the business of the
Company;
A
an indication of the Company’s research and development activities
(digital technology and innovation solutions are referred to throughout
the Strategic Report but particularly on pages 21, 29, 37, 52 and 53);
A
details of our colleagues and human rights (Responsible Business,
pages 49 to 62);
A
engagement with colleagues, customers, suppliers and others (pages
46 and 47);
A
information on greenhouse gas emissions and energy use
(Responsible Business, pages 54 to 60); and
A
principal risks and uncertainties (Risks and Uncertainties, pages 63
to 69).
The Strategic Report and the Directors’ Report constitute the
management report as required under the Disclosure and
Transparency Rule 4.1.8R. Information to be disclosed under Listing
Rule 9.8.4 in relation to the allotment of shares for cash (Listing Rule
9.8.4(7)) and waiver of dividends (Listing Rule 9.8.4(12)) is set out on
page 216. No other paragraphs under Listing Rule 9.8.4 apply.
Company constitution
Rentokil Initial plc is a company incorporated in England and Wales,
with company number 5393279. The Company is a holding company
with limited trading in its own right and with subsidiary undertakings
in 84 countries (the Group operates in 91 countries). The Company’s
related undertakings are listed on pages 190 to 196.
Articles of association
The articles of association set out the internal regulations of the
Company and cover such matters as the rights of shareholders, the
conduct of the Board and general meetings. The articles themselves
may be amended by special resolution of the shareholders (by at least
75% of the votes cast by those voting in person or by proxy). Subject
to company law and the articles of association, the Directors may
exercise all the powers of the Company and may delegate authority
to committees, and day-to-day management and decision making to
individual Executive Directors. The Company’s objects are
unrestricted. The articles of association are available upon request
and are displayed on our website at
rentokil-initial.com
.
Re-election of Directors and service contracts
In accordance with the articles of association, Directors can be
appointed by the Board and must be subsequently elected by
shareholders at a general meeting. In accordance with the articles of
association and the UK Corporate Governance Code (the Code),
Directors submit themselves for re-election annually. Directors can be
removed, and their replacements appointed, by shareholders in a
general meeting.
Information on our Board of Directors, including their biographical
details, and changes during 2022, can be found in the Corporate
Governance Report on pages 74 and 75. Having served for a period of
almost nine years, Julie Southern will not stand for re-election at the
AGM in May 2023. All other Board members will seek re-election at
the AGM, except David Frear and Sally Johnson who will stand for
election for the first time.
The notice periods given in service contracts are: Andy Ransom,
12 months by either party; Stuart Ingall-Tombs, 12 months by either
party; and Richard Solomons, six months by either party. A pro-forma
of the Non-Executive Directors’ letter of appointment is available
on our website along with the Chairman’s letter of appointment.
The appointment dates of the Board of Directors are set out below.
Director
Date of appointment
David Frear
12 October 2022
Stuart Ingall-Tombs
15 August 2020
Sarosh Mistry
1 April 2021
John Pettigrew
1 January 2018
Andy Ransom
1 May 2008
Richard Solomons
1 March 2019
Julie Southern
21 July 2014
Cathy Turner
1 April 2020
Linda Yueh
1 November 2017
Directors’ powers
Under the articles of association, the Directors are responsible for the
management of the business of the Company and may exercise all the
powers of the Company subject to the provisions of relevant statutes
and the Company’s articles of association. For example, the articles
contain specific provisions and restrictions regarding the Company’s
power to borrow money. The articles of association also give power
to the Board to appoint and replace Directors as detailed above.
Powers relating to the issuing of shares are also included in the
articles of association and such authorities are renewed by
shareholders each year at the AGM, as detailed on page 216.
Directors’ interests
The beneficial interests of the Directors, including the interests of any
connected persons, in the share capital of the Company are shown on
page 119. During the year, no Director had any material interest in any
contract of significance to the Group’s business.
General meetings
AGMs require 21 clear days’ notice to shareholders. Subject to the
Companies Act 2006, other general meetings require 14 clear days’
notice.
For all general meetings, a quorum of two shareholders present in
person or by proxy representing at least one-third in nominal value
of the Company’s share capital is required.
An ordinary resolution requires the affirmative vote of a majority of the
votes of those persons voting at a meeting at which there is a quorum.
A special resolution requires the affirmative vote of not less than
three-fourths of the persons voting at a meeting at which there is
a quorum.
Dividend
The Directors have recommended a final dividend of 5.15p per share
for the 52 weeks ended 31 December 2022. Payment of this dividend
is subject to shareholder approval at the 2023 AGM. Further
information on the Company’s dividend policy can be found on page
141 and the key dates for the final dividend can be found on page 219.
Rentokil Initial plc
Annual Report 2022
215
Corporate Governance
Financial Statements
Other Information
Strategic Report
Directors’ Report
continued
Share capital
The Company has a premium listing on the London Stock Exchange
and had an over-the-counter American Depositary Receipt (ADR)
listing until 12 October 2022 to facilitate shareholding in the US.
On 12 October 2022, as part of the consideration for the acquisition of
Terminix and as approved by the Company’s shareholders at a general
meeting held on 6 October 2022, the Company issued 645,706,920
ordinary shares to BNY (Nominees) Ltd.
The Company’s share capital during the year consisted of ordinary
shares of 1p each. There were 2,520,039,885 shares in issue at
31 December 2022, which represents 100% of the Company’s issued
share capital (2021: 1,859,332,965). The principal markets for trading in
our securities are the London Stock Exchange and the New York Stock
Exchange. Our securities are listed on both markets under the stock
symbol ‘RTO’.
At 31 December 2022, the proportion of ordinary shares represented
by ADSs was 12.7% of the issued share capital of the Company.
At 31 December 2022, there were 11,047 registered holders of ordinary
shares, of which 85 were based in the US and there were five record
holders of ADSs, all of which were based in the US.
All ordinary shares carry the same rights and no shareholder enjoys
any preferential rights, regardless of the size of their holding. Each
ordinary share (other than treasury shares, which have no voting
rights) carries the right to vote at a general meeting of the Company.
The Company did not hold any treasury shares between 31 December
2021 and 31 December 2022 and accordingly the Company did not sell
any treasury shares. The Company’s articles of association provide
that, on a show of hands, every member who is present in person or
by proxy at a general meeting of the Company shall have one vote.
On a poll, every member who is present in person or by proxy shall
have one vote for every share of which they are a holder.
The articles do not contain special control rights or restrictions on
transfer or limitations on the holding of ordinary shares and no
requirements for the prior approval of any transfers. There are no
restrictions under the Articles that would limit the rights of persons
not resident in the UK to own or vote in relation to ordinary shares.
No person holds securities in the Company carrying special rights
with regard to control of the Company. The Company is not aware
of any agreements between holders of securities that may result
in restrictions on the transfer of securities or on voting rights.
Authority for the Company to allot shares or grant rights to subscribe
for shares up to an aggregate nominal amount of £12,424,000 was
obtained at the AGM on 11 May 2022. The authority remains in force
and approval will be sought from shareholders at the 2023 AGM to
renew the authority for a further year.
During the year, a total of 15 million ordinary shares with an aggregate
nominal value of £150,000 were allotted to Computershare Nominees
(Channel Islands) Limited, the account nominee of Computershare
Trustees (Jersey) Limited, which acts as trustee for the Rentokil Initial
Employee Share Trust (the Trustee). 4.5 million shares were issued to
satisfy awards that vested in 2022 under the Company’s Performance
Share Plan and 10.5 million shares were issued to BNY Mellon who
converted them into ADSs to satisfy awards under the Terminix Share
Plan that were adopted by the Company, following shareholder
approval at the general meeting on 6 October 2022.
Details of the shares held by the Trustee are contained beneath the
Consolidated Statement of Changes in Equity table on page 146.
As at 31 December 2022, the Trustee holds on trust 0.78% of the
issued share capital of the Company to satisfy awards that vest under
the Company’s Performance Share Plan, the Deferred Bonus Plan and
the Terminix Share Plan. The Trustee has agreed to waive any right to
all dividend payments on shares held by it, and the voting rights in
relation to these shares are exercised by the Trustee. The Trustee may
vote or abstain from voting with the shares or accept or reject any offer
relating to the shares, in any way it sees fit, without incurring any
liability and without being required to give reasons for its decision.
Repurchase of shares
Authority for the Company to make purchases of its own shares of
up to 186,300,000 shares was obtained at the AGM on 11 May 2022
and such authority will be valid until the 2023 AGM. No purchases
of its shares were made by the Company during 2022. The authority
is normally renewed annually and approval will be sought from
shareholders at the 2023 AGM to renew the authority for a
further year.
Change of control provisions
There are a number of agreements that take effect, alter or terminate
upon a change of control of the Company, such as some financial and
commercial agreements and employee long-term incentive or share
plans. None of these are deemed to be significant in terms of their
potential impact on the Group as a whole. A description of the Group’s
debt funding arrangements is set out in Note C7 to the Financial
Statements. Note C1 describes the change of control provisions
relating to the Group’s EMTN Programme.
Substantial shareholders
The Company has been notified pursuant to the Disclosure Guidance
and Transparency Rules (DTR 5) that the following shareholders held,
or were beneficially interested in, 3% or more of the Company’s issued
share capital at 31 December 2022. The information provided below
was correct at the date of notification, which may not have been within
the current financial year. It should be noted that these holdings are
likely to have changed since the Company was notified. However,
notification of any change is not required until the next notifiable
threshold is crossed.
Substantial interest in share notifications received up to
31 December 2022 pursuant to DTR 5
%
No. of ordinary
shares
Date of
notification
of interest
BlackRock, Inc.
8.73
219,658,668
14/10/02
Majedie Asset Management Ltd
1
5.61
101,963,126
07/03/14
T. Rowe Price International Ltd
4.92
91,554,981 28/02/22
Schroders plc
4.91
89,878,920
15/12/16
Invesco Ltd
4.89
89,477,118 22/08/16
Ameriprise Financial, Inc.
2
4.87
122,117,456
18/10/22
AXA S.A.
4.80
87,093,421
19/10/10
The Capital Group Companies, Inc.
4.46
82,615,045 26/03/20
FMR LLC
4.32
108,487,628
18/10/22
Citigroup Global Markets Limited
3.76
94,839,249
24/10/22
1. Subsequent to the notification Liontrust Portfolio Management Ltd
acquired Majedie Asset Management.
2. Ameriprise Financial, Inc. includes Threadneedle Asset Management
Holdings Ltd.
No other interests have been disclosed to the Company in accordance
with DTR 5 between 31 December 2022 and 16 March 2023.
In order to provide a more accurate description of our shareholders,
we have disclosed shareholders holding 3% or more of our issued
share capital as at 31 December 2022.
216
Rentokil Initial plc
Annual Report 2022
Significant shareholders as at 31 December 2022
%
No. of ordinary
shares
Columbia Threadneedle Investments (London)
4.56
114,904,128
Fidelity Investments (Boston)
4.11
103,621,489
Vanguard Group (Philadelphia)
3.66
92,331,932
BlackRock Investment Mgt – Index (London)
3.43
86,449,054
BlackRock Investment Mgt – Index
(San Francisco)
3.31
83,439,094
The Company is not directly or indirectly owned or controlled
by another corporation or by an individual and there are no
arrangements which may at a subsequent date result in a change
in control of the Company.
Financial risk management
Details of financial risk management and the relevant policies and
certain exposures of the Company are disclosed in Note C1, on pages
178 and 179, of the Financial Statements.
Key contracts
The Group does not have any dominant customer or supplier
relationships.
Post balance sheet events
There were no significant post balance sheet events affecting the
Group since 31 December 2022.
Political donations
It is the Company’s policy not to make payments to political
organisations. The Company does, however, maintain a shareholder
authority to make payments of a political nature but does so only in
order to ensure that the Company has authority from shareholders for
the limited number of activities associated with the operation of the
business which might be caught by the broad definition of payments
of a political nature contained within current legislation. There were
no payments to political organisations during 2022 (2021: £nil).
Equal opportunities
The Company regards equality and fairness as a fundamental right
of all of its colleagues. Every colleague is required to support the
Company to meet its commitment to provide equal opportunities in
employment and avoid unlawful discrimination. People with disabilities
should have full and fair consideration for all vacancies, and disability
is not seen to be an inhibitor to employment or career development.
Appropriate arrangements are made for the continued employment
and training, career development and promotion of disabled persons
employed by the Company. In the event of any colleague becoming
disabled while with the Company, their needs and abilities would be
assessed and, where possible, we would work to retain them and seek
to offer alternative employment to them if they were no longer able to
continue in their current role.
Engagement with employees, suppliers,
customers and others
We have approximately 58,600 colleagues in our workforce. We
consider our workforce to be those colleagues who are employed
directly by us, and we do not include contractors or agency workers in
this group. We employ our colleagues directly wherever possible in
order to invest in their training, to ensure their full understanding and
compliance with our policies, including health and safety procedures,
to allow them to build relationships with our customers and to become
more efficient. The number of contractors or agency workers
throughout the business is not sufficiently material to identify and
engage with them as a separate stakeholder group. However, like our
colleagues, our contractors and agency workers must operate under
our Code of Conduct and we will engage with them wherever
practicable.
A summary of the methods we use to engage with our colleagues
(including UK employees), suppliers, customers and our other key
stakeholders, is provided on pages 46 and 47, while details of Board
engagement are provided throughout the Corporate Governance
Report, principally on pages 88 to 90. The section 172(1) statement can
be found on page 45 and details of principal decisions taken by the
Board during 2022 can be found on pages 86 and 87. Examples
of how the Board had regard for stakeholders in its decisions and the
effect of that regard are shown on pages 81 to 90. More than 800
managers and technical experts participate in our Performance Share
Plan (see page 117). We do not currently offer an all-employee share
scheme but we will continue to keep this under review.
Branches
The Company, through various subsidiaries, has branches in several
different jurisdictions in which the business operates outside the UK.
Directors’ indemnity and insurance
The Directors are ultimately responsible for most aspects of the
Company’s business dealings. They can face significant personal
liability under criminal or civil law, or the UK Listing, Prospectus,
Disclosure Guidance and Transparency Rules, and can face a range
of penalties, including censure, fines and imprisonment. The Company
considers that it is in its best interests to protect individuals who serve
as Directors from the consequences of innocent error or omission,
since this enables the Company to continue to attract prudent,
appropriately qualified individuals to act as Directors.
The Company maintained at its expense a directors’ and officers’
liability insurance policy throughout the year to afford an indemnity
in certain circumstances for the benefit of Group personnel including,
as recommended by the Code, the Directors. This insurance cover
remains in place. The policy does not provide cover where the Director
or officer has acted fraudulently or dishonestly.
In addition, the Company has granted indemnities in favour of
Directors, as permitted by sections 232 to 235 of the Companies Act
2006. In general terms, the indemnities protect Directors to the extent
permissible by law from all costs and expenses incurred in the defence
of any civil or criminal proceedings in which judgement is given in their
favour or the proceedings or otherwise disposed of without finding
fault or where there is a successful application to court for relief from
liability. The indemnity operates to the extent that the Director is not
able to recover the relevant amounts under the Company’s directors’
and officers’ liability insurance.
Related party transactions
Other than in respect of arrangements relating to the employment of
Directors, details of which are provided in the Directors’ Remuneration
Report, or as set out in Note D4 on page 188 of the Financial
Statements, which also provides details of transactions with joint
ventures and associate entities, there is no indebtedness owed to or
by the Company to any colleague or any other person considered to
be a related party.
Disclosure of information to the auditor
The Directors confirm that, insofar as each of them 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 is unaware; and
each Director has taken all of the steps that should have been taken to
ensure that they are each aware of any relevant audit information (as
defined by section 418(3) of the Companies Act 2006) and to establish
that the Company’s auditors are aware of that information.
Rentokil Initial plc
Annual Report 2022
217
Corporate Governance
Financial Statements
Other Information
Strategic Report
Going concern
The Directors, having made enquiries as set out on page 149,
consider that the Company and the Group have adequate resources
to continue in operation for a period of at least 12 months from the
date of approval of these annual Financial Statements. For this reason,
they consider it appropriate to adopt the going concern basis in
preparing the Financial Statements.
Further details on the Group’s net debt, borrowing facilities and
financial risk management policies are provided in Section C Financing
of the Notes to the Financial Statements on pages 178 to 187.
Statement of Directors’ responsibilities
in respect of the financial statements
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have prepared the
Group financial statements in accordance with UK-adopted
international accounting standards and the Parent Company financial
statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 ‘Reduced Disclosure Framework’, and applicable
law). In preparing the Group and Parent Company financial statements,
the Directors have also elected to comply with International Financial
Reporting Standards issued by the International Accounting Standards
Board (IFRSs as issued by IASB).
Under company law, Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view
of the state of affairs of the Group and Parent Company and of the
profit or loss of the Group for that period. In preparing the financial
statements, the Directors are required to:
A
select suitable accounting policies and then apply them consistently;
A
state whether applicable UK-adopted international accounting
standards and IFRSs issued by IASB have been followed for the
Group financial statements and United Kingdom Accounting
Standards, comprising FRS 101 have been followed for the Parent
Company financial statements, subject to any material departures
disclosed and explained in the financial statements;
A
make judgements and accounting estimates that are reasonable and
prudent; and
A
prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Group and Parent Company will
continue in business.
The Directors are responsible for safeguarding the assets of the Group
and Parent Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and Parent
Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Group and Parent Company and
enable them to ensure that the financial statements and the Directors’
Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the
Parent Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report, which includes the
Directors’ Remuneration Report and the Financial Statements, taken
as a whole, is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the Group’s and the
Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in pages
74 and 75 of the Annual Report confirm that, to the best of their
knowledge:
A
the Group Financial Statements, which have been prepared in
accordance with UK-adopted international accounting standards and
IFRSs issued by IASB, give a true and fair view of the assets, liabilities,
financial position and profit of the Group;
A
the Parent Company Financial Statements, which have been prepared
in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets, liabilities
and financial position of the Parent Company; and
A
the Annual Report includes a fair review of the development and
performance of the business and the position of the Group and Parent
Company, together with a description of the principal risks and
uncertainties that it faces.
The Directors’ Report on pages 72 to 129 and pages 215 to 218 and
the Strategic Report on pages 1 to 70 and 138 to 143 were approved by
a duly authorised Committee of the Board of Directors and signed on
its behalf by Catherine Stead, the Company Secretary, on 16 March
2023.
Catherine Stead
Company Secretary
16 March 2023
Registered office:
Compass House, Manor Royal,
Crawley, West Sussex, RH10 9PY.
Registered in England and Wales No: 5393279
Directors’ Report
continued
218
Rentokil Initial plc
Annual Report 2022
Additional Shareholder Information
Rentokil Initial plc ordinary shares are listed on the London Stock
Exchange and on the New York Stock Exchange in the form of ADRs.
Registrar
The Company’s Registrar is Equiniti Limited (Equiniti or EQ). All
enquiries relating to the administration of shareholdings, dividends,
change of address and lost share certificates for the Company’s
ordinary shares should be directed to Equiniti. Information and advice
can be found on its website.
Contacting Equiniti:
help.shareview.co.uk
0333 207 6581 (+44 (0)333 207 6581 if calling from outside the
UK).
Lines are open 8.30am to 5.30pm (UK time), Monday to Friday
(excluding public holidays in England and Wales).
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA, UK.
Shareview Portfolio service
You can manage your shareholding online via Equiniti’s Shareview
Portfolio at
shareview.co.uk
. This allows shareholders to access a
range of information about their shareholdings on registers maintained
by Equiniti and includes shareholding details (such as name and
address), indicative share prices, recent balance changes and
dividend information.
Share dealing services
Equiniti offers shareholders a dealing service which allows you to buy
or sell Rentokil Initial plc shares.
shareview.co.uk
0371 384 2233 (+44 (0)371 384 2233 if calling from outside the UK).
Calls are charged at standard national and international rates. Please
note that both the internet share dealing and telephone share dealing
services are subject to commission charges. Full details can be found
on
shareview.co.uk
.
ShareGift
Shareholders with small holdings in shares, whose value makes them
uneconomical to sell, may wish to donate them to ShareGift (registered
charity no. 1052686).
For further information, contact:
sharegift.org
help@sharegift.org
+44 (0)20 7930 3737
ShareGift, PO Box 72253, London, SW1P 9LQ.
Share price information and history
The current price of the Company’s shares can be found at
rentokil-initial.com/investors
.
Mid-market price 31 March 1982 – 7.5375p*
* Adjusted for the 1983 bonus issue and the 1990, 1992 and 1997 share splits.
Mid-market price 31 December 2022 – 508p
2022 high/low – 569.2p/444.5p
Dividends
2022 final dividend
The Directors have recommended a final dividend of 5.15p per share,
for the 52 weeks ended 31 December 2022. Payment of this dividend
is subject to approval at the 2023 AGM. When taken with the interim
dividend of 2.4p paid on 12 September 2022 this gives a total dividend
of 7.55p (2021: 6.39p).
Key dates relating to this dividend are given below.
Ex-dividend date
Thursday 6 April 2023
Record date
Tuesday 11 April 2023
Last day for DRIP elections
Tuesday 25 April 2023
Annual General Meeting
Wednesday 10 May 2023
Payment date
Wednesday 17 May 2023
For further dividend information, please see page 141 or go to
rentokil-initial.com/investors
.
Dividend payments
Please note that we no longer pay dividends by cheque. All dividend
payments are now credited directly into a shareholder’s UK bank or
building society account. Shareholders who historically received
dividends by cheque and have not yet completed a Dividend Mandate
Form will need to contact our Registrar to request a form for
completion (see opposite for contact details). For any shareholder who
has not submitted their dividend mandate by the deadline of 11 April
2023, cash will be held in an account and they will need to contact our
Registrar for the cash to be distributed to their UK bank or building
society account. If you do not have a UK bank or building society
account you may be able to arrange for payments to be converted
and paid in your local currency. Please contact our Registrar for
more information.
Dividend reinvestment plan (DRIP)
The Company has a DRIP provided by Equiniti Financial Services
Limited (Equiniti FS), which is a convenient, easy and cost-effective
way to build a shareholding by using cash dividends to buy additional
shares. Rather than having a bank account credited with a cash
dividend, Equiniti FS will use the dividends payable to DRIP
participants to purchase shares on your behalf in the market.
Please go to
shareview.co.uk
for further information.
Dividend history
Details of the Company’s dividend history can be found on our
website at
rentokil-initial.com/investors
.
Rentokil Initial plc
Annual Report 2022
219
Corporate Governance
Financial Statements
Other Information
Strategic Report
American Depositary Shares (ADSs)
The Company’s ADSs are listed on the New York Stock Exchange and
trade under the symbol RTO. Each ADS is equivalent to five Rentokil
Initial plc ordinary shares and they are evidenced by American
Depositary Receipts or ADRs. The Bank of New York Mellon acts as
depositary for the American Depository Receipt programme. For
enquiries relating to registered ADR holder accounts and dividends,
please contact Bank of New York Mellon. Voting rights for registered
ADR holders can be exercised through Bank of New York Mellon, and
for beneficial ADR holders (and/or nominee accounts) through your US
brokerage institution.
mybnymdr.com
shrrelations@cpushareownerservices.com
Freephone from the US: +1 888 269 2377
International calls: +1 201 680 6825
Regular mail:
BNY Mellon Shareowner Services, P.O. Box 43006,
Providence, RI 02940-3078, USA.
Overnight/certified/registered mail:
BNY Mellon Shareowner Services, 150 Royall Street,
Suite 101, Canton, MA 02021, USA.
Indirect owners of shares with
information rights
Please note that beneficial owners of shares who have been
nominated by the registered holder 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 Equiniti.
How to avoid share fraud
Reject cold calls:
If you’ve been cold called with an offer to buy or
sell shares, the chances are it is a high-risk investment or a scam.
You should treat the call with extreme caution. The safest thing to
do is to hang up.
Check the firm on the Financial Conduct Authority (FCA) register at
fca.org.uk/register.
The Financial Services Register is a public record
of all the firms and individuals in the financial services industry that are
regulated by the FCA.
Get impartial advice:
Think about getting impartial financial advice
before you hand over any money. Seek advice from someone
unconnected to the firm that has approached you.
If you suspect that you have been approached by fraudsters, please
tell the FCA using the share fraud reporting form at
fca.org.uk/scams
,
where you can find out more about investment scams. You can also
call the FCA Consumer Helpline on 0800 111 6768.
If you have lost money to investment fraud, you should report it to
Action Fraud on 0300 123 2040 or online at
actionfraud.police.uk
.
Find out more at
fca.org.uk/scamsmart
.
ALWAYS REMEMBER: If it seems too good to be true, it probably is!
Unsolicited mail
The Company is legally obliged to make its register of members
available to the public, subject to a proper purpose test. As a
consequence of this, some shareholders may receive unsolicited mail.
Shareholders wishing to limit the amount of such mail should contact
the Mailing Preference Service (MPS) at:
mpsonline.org.uk
+44 (0)20 7291 3310
MPS FREEPOST LON20771, London, W1E 0ZT.
Annual General Meeting
The 2023 AGM will be held at, and be broadcast via live webcast from,
the Company’s offices at Compass House, Manor Royal, Crawley,
West Sussex, RH10 9PY from 3.00pm on 10 May 2023 (see page 88 for
more information). We would recommend joining securely via the live
webcast which removes the requirement to travel and provides an
efficient and effective means for shareholders to engage in all
elements of the meeting. The Notice of Meeting is available on our
website.
Published information
If you would like to receive a hard copy of this Annual Report, please
contact the Company Secretariat at the Company’s registered office
below. A PDF copy of this report can be downloaded from our website.
Rentokil Initial is subject to the US Securities and Exchange
Commission (SEC) reporting requirements for foreign companies.
The Company’s Form 20-F and other filings can be viewed on our
website as well as the SEC website at
sec.gov
.
As a responsible business we are tackling climate change by
committing to achieve net zero carbon emissions from our operations
by the end of 2040. We would urge our shareholders to take
advantage of the option to receive electronic communications from us
by signing up at
shareview.co.uk
. For each shareholder that elects to
go paperless we will make a donation to the UK charity Cool Earth to
support their efforts to tackle endangered rainforest degradation.
Registered office and headquarters
Rentokil Initial plc
Registered in England and Wales; Company Number: 5393279
Registered Office: Compass House, Manor Royal, Crawley,
West Sussex, RH10 9PY.
rentokil-initial.com
secretariat@rentokil-initial.com
+44 (0)1293 858000
Additional Shareholder Information
continued
220
Rentokil Initial plc
Annual Report 2022
Glossary
ADR
American Depositary Receipt
ADS
American Depositary Share
AER
Actual exchange rates
AGM
Annual General Meeting
APM
Alternative Performance Measure
BEIS
The Department for Business, Energy and
Industrial Strategy
Benelux
Belgium, the Netherlands and Luxembourg
Board
The Board of Directors of Rentokil Initial plc
CAGR
Compound annual growth rate
CER
Constant exchange rates
CGU
Cash-generating unit
Company
Rentokil Initial plc
CVC
Customer Voice Counts
DBP
Rentokil Initial plc Deferred Bonus Plan
DE&I
Diversity, equality and inclusion
Director
A Director of Rentokil Initial plc
EBITDA
Earnings before interest, tax, depreciation and
amortisation
ELT
Executive Leadership Team
EMTN
Euro Medium-Term Note
EPS
Earnings Per Share
ESG
Environmental, social and governance
ETR
Effective Tax Rate
FRC
Financial Reporting Council
FRS
Financial Reporting Standards
GAAP
Generally Accepted Accounting Practice
GDP
Gross domestic product
GLF
Group Leadership Forum
Group
Rentokil Initial plc and its subsidiaries
IAS
International Accounting Standards
IFRS
International Financial Reporting Standards
ISDA
International Swaps and Derivatives Association
KPI
Key performance indicator
LATAM
Latin America
LTA
Lost time accident
LTIP
Long-term incentive plan
M&A
Mergers and acquisitions
MENAT
Middle East, North Africa and Turkey
NED
Non-Executive Director
NPS
Net Promoter Score
NYSE
New York Stock Exchange
Parent Company
Rentokil Initial plc
PCI
PCI Pest Control Private Ltd (trading as Rentokil
PCI)
PPE
Personal protective equipment
PSP
Rentokil Initial plc Performance Share Plan
PwC
PricewaterhouseCoopers LLP
RCF
Revolving Credit Facility
RIPS
Rentokil Initial 2015 Pension Scheme
ROU
Right-of-use
SEC
US Securities and Exchange Commission
SHE
Safety, health and environment
SID
Senior Independent Director
SOFR
Secured Overnight Financing Rate
TCFD
Task Force on Climate-related Financial
Disclosures
Terminix
Terminix Global Holdings, Inc. and its subsidiary
undertakings
Terminix Share
Plan
Terminix Global Holdings, Inc. 2014 Omnibus
Incentive Plan, as amended from time to time
TSR
Total shareholder return
UAE
United Arab Emirates
WDL
Working days lost
YVC
Your Voice Counts
Rentokil Initial plc
Annual Report 2022
221
Corporate Governance
Financial Statements
Other Information
Strategic Report
In order, among other things, to utilise the ‘safe harbour’ provisions of
the US Private Securities Litigation Reform Act of 1995, we are
providing the following cautionary statement:
This Annual Report 2022 contains statements that are, or may be,
forward-looking regarding the Group’s financial position and results,
business strategy, plans and objectives, including, among other things,
statements about expected revenues, margins, earnings per share or
other financial or other measures. These statements are often, but not
always, made through the use of words or phrases such as “believe,”
“anticipate,” “could,” “may,” “would,” “is likely to,” “should,” “intend,”
“plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,”
“positioned,” “strategy,” “outlook”, “target” and similar expressions.
Although we believe that the forward-looking statements in this
Annual Report 2022 are based on reasonable assumptions, such
statements involve risk and uncertainty because they relate to future
events and circumstances. There are accordingly a number of factors
which might cause actual results and performance to differ materially
from those expressed or implied by such statements, including, but
not limited to, uncertainties related to the following:
A
our ability to integrate acquisitions successfully, or any unexpected
costs or liabilities from our disposals;
A
difficulties in integrating, streamlining and optimising our IT systems,
processes and technologies;
A
the availability of a suitably skilled and qualified labour force to
maintain our business;
A
our ability to attract, retain and develop key personnel to lead our
business;
A
the impact of ESG matters, including those related to climate change
and sustainability, on our business, reputation, results of operations,
financial condition and/or prospects;
A
inflationary pressures, such as increases in wages, fuel prices and
other operating costs;
A
supply chain issues, which may result in product shortages or other
disruptions to our business;
A
weakening general economic conditions, including changes in the
global job market or decreased consumer confidence or spending
levels;
A
our ability to implement our business strategies successfully,
including achieving our growth objectives;
A
our ability to retain existing customers and attract new customers;
A
the highly competitive nature of our industries;
A
cybersecurity breaches, attacks and other similar incidents;
A
extraordinary events that impact our ability to service customers
without interruption, including a loss of our third-party distributors;
A
our ability to protect our intellectual property and other proprietary
rights that are material to our business;
A
our reliance on third parties, including third-party vendors for
business process outsourcing initiatives, investment counterparties,
and franchisees, and the risk of any termination or disruption of such
relationships or counterparty default or litigation;
A
failure to maintain effective internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act;
A
any future impairment charges, asset revaluations or downgrades;
A
failure to comply with the many laws and governmental regulations to
which we are subject or the implementation of any new or revised
laws or regulations that alter the environment in which we do
business, as well as the costs to us of complying with any such
changes;
A
termite damage claims and lawsuits related thereto;
A
our ability to comply with safety, health and environmental policies,
laws and regulations, including laws pertaining to the use of
pesticides;
A
any actual or perceived failure to comply with stringent, complex and
evolving laws, rules, regulations and standards, as well as contractual
obligations, relating to data privacy and security;
A
changes in tax laws and any unanticipated tax liabilities;
A
adverse credit and financial market events and conditions, which
could, among other things, impede access to or increase the cost of
financing;
A
the restrictions and limitations within the agreements and instruments
governing our indebtedness;
A
a lowering or withdrawal of the ratings, outlook or watch assigned to
our debt securities by rating agencies;
A
an increase in interest rates and the resulting increase in the cost of
servicing our debt; and
A
exchange rate fluctuations and the impact on our results or the
foreign currency value of our ADSs and any dividends.
Further details on the principal risks that may affect the Group can
be found in the Risks and Uncertainties section on pages 63 to 69,
as well as page 58 (in relation to climate risk) and pages 178 and 179
(in relation to financial risks), of this Annual Report 2022.
Forward-looking statements speak only as of the date they are made
and no representation or warranty, whether express or implied, is
given in relation to them, including as to their completeness or
accuracy or the basis on which they were prepared. Other than in
accordance with the Company’s legal or regulatory obligations
(including under the Listing Rules and the Disclosure Guidance and
Transparency Rules), the Company does not undertake any obligation
to update or revise publicly any forward-looking statement, whether as
a result of new information, future events or otherwise. Information
contained in this Annual Report 2022 relating to the Company or its
share price, or the yield on its shares, should not be relied upon as an
indicator of future performance. Nothing in this Annual Report 2022
should be construed as a profit forecast.
Cautionary statement
222
Rentokil Initial plc
Annual Report 2022
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Rentokil Initial plc
Annual Report 2022
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Corporate Governance
Financial Statements
Other Information
Strategic Report
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224
Rentokil Initial plc
Annual Report 2022
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