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Protecting People.
Enhancing Lives.
Preserving our Planet.
Building
scale and
advantage
Rentokil Initial plc
Annual Report 2023
Revenue (at CER)
W
£
5,414
m
+45.8%
2022: £3,714m
Lost time accident
(LTA)
W
0.31
+20.5%
2022: 0.39
Adjusted Operating Profit (at CER)
W
£
897
m
+57.0%
2022: £571m
Revenue (at AER)
£
5,375
m
+44.7%
2022: £3,714m
Profit before tax (at AER)
£
493
m
+66.9%
2022: £296m
Total colleague retention
1
W
84.2
%
+474bps
2022: 79.5%
Net Cash Flows from Operating Activities
(at AER)
£
737
m
+22.8%
2022: £600m
Free Cash Flow (at AER)
W
£
500m
+33.7%
2022: £374m
Total customer retention
2
W
82.3
%
-10bps
2022: 82.4%
Performance
W
KPIs, see pages
22
to
25
Strategic Report
04
Our Business at a Glance
06
Q&A with Andy Ransom, Chief Executive
10
Reasons to Invest
14
Our Business Model
16
Our Strategic Priorities
22
Key Performance Indicators
28
Market Trends and Opportunities
34
Our Regional Review
40
Our Business Review
40 Pest Control
50 Hygiene & Wellbeing
56 France Workwear
57
Financial Review
63
Use of Non-IFRS Measures
68
Responsible Business
83
Our Stakeholders and s.172(1) Statement
87
Risks and Uncertainties
94
Viability Statement
Contents
Strategic priorities
in action
Corporate Governance
 96
Chairman’s Introduction to Governance
 98
Governance at a Glance
 99
Board of Directors
102
Executive Leadership Team
104
Corporate Governance Report
117
Audit Committee Report
125
Nomination Committee Report
131
Directors’ Remuneration Report
162
Independent Auditors’ Report
Financial Statements
170
Consolidated Financial Statements
175
Notes to the Consolidated Financial
Statements
214
Related Undertakings
221
Parent Company Financial Statements
223
Notes to the Parent Company
Financial Statements
Other Information
227
Management’s Discussion and Analysis
242
Directors’ Report
246
Additional Shareholder Information
248
Glossary
Be an Employer of Choice
pages
12
and
13
Manage the integration of
Terminix into our North America
business
pages
48
and
49
Drive Organic Revenue Growth
in Pest Control
pages
38
and
39
Build our Hygiene & Wellbeing
business
pages
54
and
55
Drive M&A
pages
32
and
33
Create value through product
and service innovations and
digital applications
pages
26
and
27
Manage a responsible business
pages
20
and
21
Non-IFRS Measures
The Group uses a number of non-IFRS measures to present the financial performance of the business. These are not measures
as defined under IFRS, but management believe that these measures provide valuable additional information for users of the Financial Statements,
in order to better understand the underlying trading performance in the year. See pages 63 to 67 for more information.
The content of this Annual Report reflects the views, opinions and status of the Company as at 7 March 2024.
1.
Prior year numbers have been restated primarily to include the Terminix acquisition. For more information see page 22.
2. 2022 figures have been restated to include Terminix.
Building scale and advantage...
through relentless focus on
delivering our plan.
Throughout 2023, our teams across the world have been
relentlessly delivering against our strategic priorities, from
the integration of Terminix to growth in our core businesses,
all contributing to a strong performance for our organisation.
In 2024, we are continuing our unwavering commitment
to building our business in
THE
R
I
GH
T
WAY
for the long-term
benefit of our colleagues, our customers, and our shareholders.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
03
Our Business at a Glance
Providing services that protect people,
enhance lives, and preserve the planet
Our global regional operations
Our mission
Our mission defines what we do and how
we serve our stakeholders.
• Protecting People.
• Enhancing Lives.
• Preserving our Planet.
Our vision
To be the most loved and respected
services business on the planet.
Our values
Our values are shared by all colleagues around the world and underpin the culture of the Group.
B
Find out more
Our Regional Review on pages
34
to
37
and Our Business Review on pages
40
to
56
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, and to enhance lives with services that
protect the health and wellbeing of people. At the heart of Rentokil Initial’s
approach to responsible business practice is a focus on doing what’s right
for colleagues, customers, and the planet.
Our local service teams across the world
operate in 90 countries, with more than 94%
of our revenue derived from outside the UK.
Rentokil Initial operates regionally and reports
performance across five global regions.
Our products and services are segmented
into three business categories: Pest Control,
Hygiene & Wellbeing, and France Workwear.
Service
We are passionate about delivering excellent
service to every customer.
Revenue (at AER)
£3,306m
+78.7%
Revenue (at CER)
£3,314m
+79.2%
Revenue (at AER) by business category
Pest Control
Hygiene & Wellbeing
France Workwear
Revenue (at AER)
£1,081m
+14.9%
Revenue (at CER)
£1,078m
+14.6%
Revenue (at AER)
£390m
+6.6%
Revenue (at CER)
£394m
+7.9%
Revenue (at AER)
£339m
+5.6%
Revenue (at CER)
£357m
+11.2%
Revenue (at AER)
£249m
+10.0%
Revenue (at CER)
£261m
+15.0%
We are One Team – collaborating, supporting,
and working together brilliantly.
Teamwork
Relationships
We value long-lasting relationships with our
colleagues, customers, and the communities
in which we operate.
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.
Responsibility
North America
Europe
(incl. Latin America)
UK & Sub-Saharan Africa
Asia & MENAT
Pacific
04
Rentokil Initial plc
Annual Report 2023
Pest Control
Our culture
Our business categories
Rentokil Initial’s Pest Control business, including Terminix, is the
largest operator in both the US – the world’s biggest pest control
market – and the world overall. We offer the highest levels of risk
management, reassurance, and responsiveness to customers,
delivered through our range of innovative products and solutions.
Rentokil Initial is a leading global player in a resilient and defensive
industry, characterised by positive and strong long-term structural
growth drivers. We have strengthened our position through organic
growth and by establishing stronger market positions, and through
the introduction of innovative products and services, acquisitions
to build scale and density, and our determination to be an Employer
of Choice.
Revenue at CER:
£
4,321
m
+60.6%
Revenue at AER:
£
4,286
m
+59.2%
B
Find out more on pages
40
to
47
80
%
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.
There is nothing more important in Rentokil
Initial than ensuring that everyone goes home
safely at the end of their working day.
Health and Safety continues to be central
to our culture and you can read more about
our policies and practices on page 69.
Rentokil Initial is a diverse organisation by
its nature, operating in 90 countries. We aim
to be an Employer of Choice wherever we
operate and our 62,900 colleagues are
integral to our business model.
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 our people, and provide the
best tools to deliver a great customer service.
Hygiene & Wellbeing
Initial Hygiene helps organisations around the world to manage
hygiene risk, create healthier working environments, and make
workplaces better and safer places to be for staff and visitors.
Our people provide dedicated and expert hygiene services in
the washroom and throughout entire premises.
Revenue at CER:
£
866
m
+5.4%
Revenue at AER:
£
858
m
+4.6%
B
Find out more on pages
50
to
53
16
%
France Workwear
Initial Workwear specialises in the supply and maintenance
of garments, such as workwear and personal protective
equipment, and also offers a specialist cleanroom service
for the pharmaceutical and healthcare sectors.
Revenue at CER:
£
217
m
+13.2%
Revenue at AER:
£
221
m
+15.3%
B
Find out more on page
56
4
%
B
Find out more
Our Employer of Choice programme on pages
69
and
70
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
05
Q&A with Andy Ransom, Chief Executive
Q:
How would you summarise
the past year for Rentokil Initial?
A:
It has been an extremely busy and productive
year, which has made me very proud of the
Rentokil Initial team. The overall Group result
was good. It was accomplished despite
significant inflation and other macroeconomic
headwinds, which illustrates the resilience of
our business. The Group has been able to
sustain strong momentum in our underlying
operational and financial performance,
achieving 4.9% Organic Revenue Growth and
16.6% margin. Growth in North America in the
second half of the year was disappointing,
however we’ve now completed an in-depth
performance review and have put in place an
action plan,
THE
R
I
GH
T
WAY 2
, to reinvigorate
organic growth. In the year, we made great
progress against our Terminix integration
strategy, building a bigger, better business.
We have delivered on all our integration
milestones in both Selling, General and
Administrative expenses (SG&A) and field
operations. We overachieved in our cost
synergy targets in 2023 by delivering $69m
pre-tax net cost synergies against a target of
$60m, and have increased the total gross
synergy target by $50m to $325m by 2026.
B
Find out more on pages
46
and
47
All the questions in this section have been
posed by investors over the past year.
Our focus has been, and will continue to
be, around operational excellence, which
remains key to delivering our growth
ambitions. We’ll achieve this by leveraging
opportunities created by the Terminix
integration and through further Group
investments in our people, service,
innovation, and digital technology.
Andy Ransom,
Chief Executive
06
Rentokil Initial plc
Annual Report 2023
Q:
The combination with Terminix
increased your exposure to
residential and termite business.
Should we still view Rentokil Initial
as a defensive business?
A:
Rentokil Initial’s business model remains
highly resilient, underpinned by the provision
of essential services, a diversified portfolio,
global presence, and a commitment to
innovation. Pest control, in particular, but also
hygiene solutions, are inherently defensive
businesses. It’s true that pest control
regulation means that commercial services
are often less discretionary than residential
services. However, the residential market,
which is already the largest segment in the US,
presents a strong future growth opportunity
due to the current low penetration of
professional pest care, population growth,
and climate change. The diversified nature of
our broader global service portfolio adds to
the Company’s overall defensive qualities.
While spanning the commercial, residential,
and termite markets in pest control, we also
offer a range of services in hygiene and
workwear provision. This diversification
reduces the risk of dependence on a single
market segment. The Company’s ability to
adapt to changing circumstances is another
crucial factor. We’ve shown a commitment to
innovation and technology, incorporating
advanced pest control and hygiene solutions.
This adaptability allows the Company to stay
ahead of industry trends, ensuring that it
remains relevant and resilient in the face
of evolving challenges.
B
Find out more on pages
28
to
31
Q:
In explaining softer trading in US
Pest Control in the second half of
the year, you pointed to weaker
consumer demand. What further
insights have you gained and what
measures are you taking to address
these challenges?
A:
The main challenge to new business growth
in the second half of the year was lower
acquisition of new residential, termite, and
SME customers, stemming from a reduction
in in-bound sales leads. We estimate that the
US market grew by approximately 4% in 2023,
reflecting lower growth, particularly in the
second half of the year, in these largely
consumer-facing categories. However, we
recognise that the Company’s sales lead
generation also underperformed. We’ve been
responding to that to identify what we can do
to address the situation and take action to
stimulate organic growth.
There has been a comprehensive evaluation
of opportunities to drive growth, including
upselling and pricing, as well as to increase
brand awareness and optimise digital
channels. We’ve taken a hard look at how we
best evolve our sales and marketing action
plan in response to market conditions and
to re-establish momentum in customer
acquisition. We’ve made new appointments to
the North America leadership team, including
a highly experienced digital marketer to the
role of Performance & Digital Marketing VP.
The Terminix integration is a complex project
that is demanding of our time, so we’ve also
seconded our UK Operations Director to North
America to take charge of technician leads.
We’re committed to protecting our underlying
operating momentum as we work through the
integration. We have shaped a detailed plan to
help us do that. I’m also confident that Rentokil
Initial remains a structurally robust business
with the additional benefit of an integration
that affords tremendous strategic opportunity.
B
Find out more on pages
46
and
47
Q:
The Group delivered another year
of strong performance in its global
operations. What do you attribute
that performance to and how
sustainable is it?
A:
The sustainability of our strong performance
reflects our consistently high levels of service
quality, as well as our ability to harness
opportunities for growth. Increased awareness
of hygiene, especially in the wake of
COVID-19, and the persistent need for pest
management have continued to support
demand for our services around the world.
We’ve been able to service that demand and
drive growth by having the right operational
model in place; an existing global footprint
and large customer base; continued market
expansion, highly motivated people and great
brands; and, a proven innovation capability
and digital expertise. Ongoing investments in
research and development and a proactive
approach to emerging trends put us in a
strong position to remain highly competitive.
Our focus on Cities of the Future is another
important driver to long-term sustainable
growth, promoting a strategic approach to
tapping into faster growing markets.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
07
Q&A with Andy Ransom, Chief Executive
continued
Q:
You previously guided to over 5%
Organic Revenue Growth per annum
over the medium term. What will be
the key drivers of that growth?
A:
Our focus has been, and will continue to be,
around operational excellence, which remains
key to delivering our growth ambitions. We’ll
achieve this by leveraging opportunities
created by the Terminix integration and
through further Group investments in our
people, service, innovation, and digital
technology. Accelerated growth through our
enhanced scale will come from a number
of areas, including upselling with the
expansion of our Trusted Advisor programme
(empowering technicians to generate leads
and sales), effective pricing through
segmentation and, in the future, premium
positioning, and by enhancing brand value
enabled by a streamlined brand portfolio in
North America.
Creating a high-quality customer service,
delivering on time, and delivering in full, have
always been core to our value proposition
and will see renewed emphasis as we seek
to further strengthen customer retention
and acquisition. This will continue to be
complemented by sustained investment in
innovative pest control and hygiene solutions.
Our commitment to science and innovation
leadership not only ensures that Rentokil
meets evolving customer expectations but
also allows us to offer more efficient and
effective services, attracting new customers.
In the US, this includes the opening of our
new science and innovation centre focused
on termite and residential pest control.
B
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Q:
It’s been over a year since the
Terminix transaction completed.
What is your assessment of how the
Terminix integration has proceeded
this year?
A:
There has been a strong start to delivery of
the integration plan. Since the transaction
completed, our teams have worked diligently
towards harmonising cultures, processes, and
technologies, putting us in a good position
to capitalise on synergy opportunities and
best practices from both organisations. In
the year, we’ve reduced our branch network
by 97 through branch consolidation, which
is approximately 50% of target property
synergies. We’ve conducted a series of
branch integration pilots that we were
pleased to see confirmed our forecasts of
density benefits, laying the foundations for
the branch integration work to be deployed
at scale beginning later this year.
We’ve also been busy completing the move
of our US colleagues onto a single Human
Capital Management and Payroll system, in
addition to pilot testing projects in relation to
a harmonised pay plan, data migration and
data mapping, and technology applications.
Our strategic ambition is clear and remains the
same. We’re making complex and important
changes that will create an optimal route
and branch network. From the outset, we’ve
recognised that we need to make sure that
we’re able to do this as smoothly as possible
for our customers and colleagues, taking the
necessary time to test and take feedback on
board so that changes can be rolled out in a
measured and targeted way.
B
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45
Our medium-term targets
Group medium-term targets for revenue, profit and cash were first introduced in 2014, and having
consistently beaten them since introduction, were revised upwards in 2022 and 2023, reflecting
confidence and ambition for the future.
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%
Free Cash Flow Conversion
Target: FY 25: At least 90%
08
Rentokil Initial plc
Annual Report 2023
Q:
Do you believe there are any
aspects of the business that are
misunderstood by the market?
A:
The key positive for us is that the Terminix
integration has progressed strongly, at the
same time as we’ve delivered a good overall
Group performance in the year. We’ve seen
affirmative results in our branch integration
pilot testing and an encouraging uplift of
8.1ppts in Terminix colleague retention since
the deal close. We recognise the softer results
in North America in the back half of last year,
however our business model is resilient and
we have confidence in our
R
I
GH
T
WAY 2
plan to address specific challenges and
reinvigorate organic growth. Our market
positions, pricing power, and structural growth
characteristics remain robust and intact.
Outside of North America, we saw another
excellent contribution from other regions,
including Europe, our second largest region,
which was up 9.2% organically. Plus, the
best is still ahead of us. We’ve talked about
the significant potential upside from the
combination with Terminix, both in terms
of cost and revenue synergies. We look
forward to taking them forward to their
successful conclusion.
Q:
What are the key elements of your
US growth plan that underpin your
ambition to grow organically ahead
of the pest control market in the
medium term?
A:
One of the reasons why the Terminix
transaction has a strong financial case is
the benefits of scale. In the US, we are now
substantially larger than our nearest rival
and that scale means we can drive greater
purchasing power, build additional local
branch density, drive more powerful marketing
with a more impactful set of brands, and
invest in technology in an unrivalled manner.
We’re also committed to consolidating
our shared experience and expertise. For
colleagues, we’re training to best practices
and introducing new pay and incentivisation
plans to will drive productivity. For customers,
there’ll be increased opportunity to benefit
from an expanded service portfolio. Not only
will the customer experience become more
seamless, but scaling up initiatives like our
Trusted Advisor programme across the
combined organisation will better utilise
our field colleagues’ expertise and enable
higher levels of customer penetration.
We also recognise how important robust
pricing strategies are in driving growth.
As we deliver the very best service levels,
through the very best technicians, we should
be proud to command a premium price in
time. With more holistic data sets, there
is the additional opportunity to take a
segmentation approach to pricing,
to develop more localised strategies.
B
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47
Q:
What are the most significant parts
of the integration programme in the
year ahead? What do you see as the
main challenges and how will you
manage these?
A:
We’ve a large programme of work ahead of
us that is focused on the branch integration
phase. While it’s also the most complex part,
the future opportunities and benefits for our
customers, our business, and our shareholders
are significant. We will be moving to consistent
brands, service protocols, and a fully aligned
customer offering in our field operations.
This all has to be supported and enabled by
integrated IT infrastructure and harmonised
pay plans that have been long in the planning.
At the same time as we make these important
changes, we have to stimulate and protect
organic growth in the North America business.
The expected end result of the integration
programme is a much more efficient service
network across the country that benefits
from strong operational density and is
characterised by excellent service delivery.
A project of this scale requires exceptional
governance and we’ve put in place robust
programme management with key operational
and functional leaders from both organisations
to support implementation. We are being
disciplined and meticulous in our execution.
Route and branch integration, which will be
phased by region, is expected to commence
in mid-2024. We have divided the US into
seven regions, each comprising commercial,
residential, and termite operations, and we’ll
be working sequentially through each of these
regions with continuous, rolling evaluation
of the impact on colleagues, customers,
and services.
B
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Andy Ransom,
Chief Executive
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
09
Reasons to Invest
Compelling investment opportunity
with excellent growth potential
We are a compelling investment opportunity offering investors long-term compounding growth and
profit expansion. The underlying business proposition is augmented by the significant benefits of the
Terminix integration. 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 mergers and acquisitions (M&A).
1. We are a global leader in
defensive growth markets
Our businesses operate in markets with
long-term attractive fundamentals. Rentokil
Initial is a global leader in pest control and
hygiene business sectors, benefiting from
a diversified global footprint, high levels of
service quality, and excellent innovation
and technical expertise.
B
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and 
50
to
53
2. We have a strong
track record of growing
revenue and profits
Over the long term, our strong record of
growing revenue and profits has generated
high total returns, strong cash flow, and a
strong credit rating. We have a consistent
and proven strategy which, has delivered
2014-2023 CAGR revenue growth of 13.3%,
and 2014-2023 CAGR Adjusted Operating
Profit growth of 16.2%. Additionally, we expect
the Terminix integration to benefit the
business through significant cost and scale
synergies delivered by the end of 2026.
B
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to
25
and 
57
to
62
3. We reinvest in our
business and brands,
compounding growth
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
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14
and
15
0
5,000
4,000
6,000
3,000
2,000
1,000
0
800
600
1,000
(£m)
(£m)
400
200
900
700
500
300
100
2014
Revenue
Adjusted Operating Profit
2015
2016
2017
2018
2019
2020
2021
2022
2023
10
Rentokil Initial plc
Annual Report 2023
4. We have a proven,
repeatable, route-based,
low-cost business model
This helps us consolidate our positions in
existing markets and improve margins,
whether through organic activity or by
acquisition through our Cities of the Future
programme – our focused M&A programme
in Emerging markets, where higher growth in
big cities 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
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,
52
and 
53
5. We are a leader in
innovation and digital
Our industry-leading innovation drives our
growth, productivity, and margin improvement.
We see further growth opportunities across
all regions from increased innovation in
products and services, and by deploying
digital products and applications.
B
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,
27
and
71
6. Our high-performing
culture supports our
growth ambitions
Our experienced and proven management
team executes our strategy at pace. Our senior
leadership are experts in their fields, with a
proven track record for consistent delivery,
strong service, and innovation, and a clearly
articulated strategic framework to drive future
growth opportunities. We are a people and
values-based organisation and our strong
culture and investment in development
provides all our teams with the best expertise
and knowledge.
B
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99
,
102
and
103
Cities of the Future
75
+
pipeline of innovation
investment projects
7. We are working collectively
to achieve our net zero carbon
emissions target by 2040
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. 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
set our target to achieve net zero carbon
emissions from our operations by the end
of 2040.
B
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80
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
11
Strategic Priority
Be an Employer of Choice
Being the Employer
of Choice, throughout
Asia & MENAT
During 2023, our Asia & MENAT region has focused on
career and line management development for their
colleagues, running programmes such as Being a Brilliant
Leader and launching the RI Ambassador programme.
The Being a Brilliant Leader programme aims to support
line managers by providing training and development
programmes to enable them to be the best leader to
their colleagues.
Asia & MENAT
12
Rentokil Initial plc
Annual Report 2023
Ghana
Turkey
Jordan
Lebanon
Saudi Arabia
Maldives
Malaysia
Singapore
Philippines
Vietnam
Thailand
Hong Kong
Taiwan
South Korea
Pakistan
Sri Lanka
China
India
At the end of 2023, 100% of our Asia
& MENAT region's line managers –
almost 2,000 employees – had been
involved in the programme.
The RI Ambassador technician
programme was launched in Q4,
focusing on world class service
delivery from our outstanding
technicians, enabling them to
engage and serve our customers
even better. The programme has
five core themes: Sustainability;
Care; Ownership; Results
orientated; and Expertise.
The programme is designed to
demonstrate that our colleagues
are our Brand and that world class
customer service starts with world
class technicians.
The region hosted a torch relay
to reinforce the Company’s
mission, vision and values with
all colleagues.
Sharing our mission, vision and
values, in a region spread across
23 countries, where around 2,000
languages are spoken, is not easy.
However, our teams in Asia &
MENAT planned a special campaign
in Q2 2023 to do just that. Starting
in Shanghai, an Olympic-style torch
was passed from country to country
in a relay.
Colleagues gathered at each
handover point to meet the
management team and learn
more about our shared mission,
vision and values.
It took four months for the torch
to travel c.80,000 km to over 700
branches. In India the torch featured
in a marathon, with a team of
colleagues carrying it over 100km.
It took 16 hours, travelling from
Mumbai to Pune, where the torch
was officially handed over.
As a result of programmes like
these, the Your Voice Counts (YVC)
scores were excellent. Colleague
Engagement was 89% and our Line
Management Index (LMI) increased
from 84% to 86%, up 6% over the
external norm for the region.
Furthermore, the region’s growth
and development score was 86%,
up 8% over the external Asia norm.
Our Group YVC LMI of 80% is up
by 4% since 2019.
B
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Group YVC scores on page
70
86
%
Asia & MENAT
Line Manager Index
89
%
Asia & MENAT
colleague engagement
100
%
of line managers involved
in Being a Brilliant Leader
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
13
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, region, 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 geographic approach
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 local service
teams in 90 countries around the world (with more than 94% 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.
14
Rentokil Initial plc
Annual Report 2023
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 safely 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.
B
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Our Colleagues on pages
69
,
70
and
84
Health and safety on pages
22
and
69
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 residential customers to
protect their 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 4), 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 large
multinational brands in Pest Control –
Rentokil and Terminix – and a recognised
and trusted Initial Hygiene & Wellbeing
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.
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Our Customers on pages
23
,
24
and
70
Growth
Organic growth drives continual
improvements in density
Organic Revenue Growth, new business
and additional services to customers
Delivering high levels of customer service
and retention rates, along with continued
innovation that provides 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.
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Organic growth on pages
16
,
18
and
34
to
37
Pricing on pages
34 to 37, 46
to
47 and 57.
Profit and 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.
B
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Our Progress on pages
24 to 25
and
57
to
62
Capital allocation
model and 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.
B
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2023 progress on pages
25
and
57
to
62
M&A on pages
34
to
37
,
42
,
52
and
53
Dividends on page
62
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 intend to 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:
• Sustainable solutions – hardware,
consumables, and chemicals;
• Sustainable operations – colleague mobility,
waste, and supply chain; and
• 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
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ESG on pages
68
to
82
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
15
Our Strategic Priorities
We regularly assess our strengths and weaknesses, and examine
the opportunities and threats to our business. In this section, we give
an overview of our seven strategic priorities, and areas of focus,
that will help us achieve our financial targets.
Be an Employer of Choice
Our challenge is to drive sustainably
higher rates of organic growth
across the business, particularly
in our key North America market.
Drive Organic Revenue Growth in Pest Control
Priorities for 2024
• Continue to support and enable the Terminix
integration process in North America.
Aligning contracts and pay & reward policies
as part of the branch integration process.
• Build on the positive improvements made on
overall colleague retention with a focus on
short term and sales colleague retention in
North America.
• Implement action planning across the Group
following the 2023 Your Voice Count survey.
• Ensure an efficient and high quality
recruitment experience and increase direct
hiring through the Career+ app.
• Continue to deploy and optimise Workday
and the insights it delivers.
• Support the business in our 'Year of the
Customer' through focus on optimal
staffing levels.
1. For details of the 2022 restatement
see page 22.
Priorities for 2024
• Execute
THE
R
I
GH
T
WAY 2
organic growth
plan in North America, with a focus on
increasing brand visibility and driving sales
from new and existing customers.
• The plan is accompanied by an additional
c.$25m of investment in 2024 to be spent
on our marketing and sales initiatives.
• Launch the 'Terminix it' brand marketing
campaign in North America.
• 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.
• Ongoing development of sustainable,
non-toxic, and humane pest solutions.
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and
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Key actions taken in 2023
Continued to embed
Employer of Choice
We have continued to develop and embed
our Employer of Choice programme,
with a particular focus on the North
America business.
Maintained high levels of U+ training
In 2023, more than 150 pieces of new content
were created and added to the U+ platform
(our online university). During the course of
the year, 1.96m pieces of training have been
completed around the world.
Delivered higher levels
of colleague retention
Colleague retention remained high at 84.2%,
up 4.7% on 2022 (restated)1. We have also
continued our focus on more effective
recruitment practices, and continue to use
our Career+ app. In 2023, Career+ delivered
more than 22,000 job applications – c.75%
external and c.25% from existing colleagues.
In addition, the Company launched a new
global career portal.
Key actions taken in 2023
Organic Revenue Growth
The Group overall delivered good growth of
4.5% in Pest Control, led by the commercial
business and supported by good customer
retention rates. Organic Revenue Growth in
North America Pest Control Services was
3.5% owing to lower sales lead generation
and conversion in a softer consumer market
in the second half of the year.
Product and service innovation
deployed
Through our Innovation centres, we continued
to plan, test, and deploy new sustainable
products and solutions to address customer
needs, including EcoCatch Flies, BirdAlert,
and RADAR X. PestConnect units deployed
increased by c.23% to around 356,000 in
2023. Five countries have connected devices
in over 10% of their commercial portfolio.
The Netherlands leads in Europe, with
connected devices approaching 30% of
the commercial portfolio.
Sustainable, non-toxic development
During 2023, we prioritised sustainability,
with 100% of our innovation pipeline being
sustainable, non-toxic, or digital. Our Initial
Soap range was accredited by the EU and
Nordic Swan Ecolabel for sustainability.
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
lead to greater customer retention.
+
4.5
%
Organic Revenue Growth
(at AER) in 2023
77.4
%
83.3
%
Sales colleague
retention
Service colleague
retention
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16
Rentokil Initial plc
Annual Report 2023
Manage the integration of Terminix
into our North America business
Priorities for 2024
• Deliver Phase 2 of integration programme
(preparation for full integration) and
undertake first full branch integrations –
go live set for mid 2024.
• Co-locations – an additional c.75 properties
to be exited in 2024.
• Deliver $40m incremental net cost synergies
target, taking the total to $122m by year end.
• Legal entity merger, critical to deliver branch
integrations.
• Begin Phase Three Integration – undertake
the first full branch integrations.
B
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49
Key actions taken in 2023
Achieved cost synergy targets
$69m net cost synergies delivered in 2023
against our target of $60m.
Increased efficiency of SG&A
and drive route density
We made excellent progress in the year,
completing Phase 1 of the integration process.
Through our co-location programme, we
successfully reduced branch properties
by 97, comprising 108 exits and 11 new sites.
Among the many initiatives across functions,
we launched a single payroll and benefits
system for 22,000 colleagues, and all US
colleagues are now on a single people
management system.
Met high customer expectations
during integration
During a period of significant change,
customer service remained strong, with State
of Service (on time in full) in North America of
98.2% in 2023 (target: over 95%). Customer
satisfaction in Terminix was excellent, with a
Net Promoter Score of 64.9 (+1.5% in 2023).
We began rolling out Rentokil technology
solutions, with a residential self-service
portal for bill payments and appointments
launched across 18 brands.
We have made excellent early
progress on integrating the business
using a best of breed approach.
c.$
225
m
of annual pre-tax net P&L cost
synergies by end of 2026
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
17
Our Strategic Priorities
continued
Our challenge is to maintain a strong
pipeline of high-quality opportunities
and to integrate acquisitions quickly
and effectively.
Drive M&A
Our challenge is to build our global
Hygiene & Wellbeing business into
a second powerhouse alongside
Pest Control.
Build our Hygiene & Wellbeing business
Priorities for 2024
• Executing our growth strategy in our
Hygiene & Wellbeing category through core
washrooms, premises hygiene, including
air care, and enhanced environments.
• Drive continued expansion, both
organically and acquisitively, in Growth
& Emerging markets.
Priorities for 2024
• Pursue high-quality pest control companies
with an increased focus outside the US in
Growth & Emerging markets, and ongoing
emphasis on building local density in key
Cities of the Future.
• 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).
• Build density in key Cities of the Future.
• Targeting spend on M&A of c.£250m
in 2024.
Key actions taken in 2023
Executed our growth strategy
Our focus remained on expanding through
three areas – inside the washroom, outside
the washroom – and M&A. we continued to
see good levels of demand across service
sectors such as offices, shops, schools, and
hospitality supported performance. Organic
growth in core washrooms was 4.5%, while
organic growth in premises and enhanced
environments was 5.3%.
Expansion in Growth & Emerging
markets
We continued to focus on driving product and
route density, acquiring seven businesses
with acquired revenues of c.£30m. Our
medium-term target is to deliver £25m+
revenues p.a. from M&A in this business.
Service line density per premise increased
from 1.83 in 2022 to 1.92 in 2023.
Sustainable hygiene
Mission Sustainable was launched in 2023 –
to promote Initial's journey to reducing our
environmental impact. Our eco-friendly
consumables include sensitive soap made
from 98.5% natural ingredients.
Key actions taken in 2023
Robust M&A programme
41 acquisitions completed in 2023, with
annualised revenues of c.£106m with
acquisitions across all five regions. We
continued to build a strong pipeline of
opportunities in the year.
Pursued high-quality pest control
businesses in Growth &
Emerging markets
During the year, we acquired 34 new pest
control businesses for an aggregate
consideration of c.£199m, as part of our
bolt-on M&A programme, with a focus on
high-quality pest control businesses in Growth
& Emerging markets. We also acquired seven
businesses in Hygiene & Wellbeing in 2023.
+
4.6
%
Revenue growth
(at AER) in 2023
c.£
261
m
Aggregate consideration for
M&A assets in 2023
c.£
250
m
Targeted spend on M&A
in 2024
B
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55
B
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34
to
37
,
42
,
52
and
53
18
Rentokil Initial plc
Annual Report 2023
Our challenge is to drive further
organic growth through product
and service innovation 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.
Create value through product and service
innovations and digital applications
Manage a responsible business
Priorities for 2024
• Continue to drive sales growth in
PestConnect and Lumnia and the new
RADAR X across existing customers.
• Further evolve digital activity, leveraging
current and new technology.
• Bring to market additional non-toxic and
sustainable products and solutions.
• Further roll out of Rentokil tools and
technologies across the North American
Terminix business.
Priorities for 2024
• Deliver high standards in health and safety
and undertake the CEO Safety and
Environment Awards to recognise strong
performance.
• Continue to execute our regional
environmental plans and deliver further
progress in each of our eight workstreams.
• Introduce new products for our customers
which are more sustainable.
• Maintain our support for our communities
and charities in line with our Mission.
• Continue to prepare for new
environment, social and governance
reporting requirements.
Key actions taken in 2023
Growth in innovative solutions
Under the leadership of our new Group
Innovation & Product Development Director,
the pipeline of projects continued to
deliver new products and improvements
to existing products.
Evolved digital activity
Our myRentokil self-service customer portal
continued to grow with 300,000 registered
users on the system, and a 35% increase in
user sessions.
Launched customer platforms
across Terminix
We began rolling out Rentokil technology
solutions, with a residential self-service portal
for bill payments and appointments launched
across 18 brands.
Key actions taken in 2023
Maintained high levels
of safety and training
The safety of our colleagues comes first and is
managed by a dedicated team with consistent
global policies and performance measures
across the Company. During 2023, we
continued to deliver strong levels of colleague
safety, improving our Lost Time Accident rate
by 20.5% and our Working Days Lost by 10.8%.
This performance was driven by our ongoing
focus on safety, robust management
standards, and commitment to best practices
and training.
Delivered regional environmental
improvement plans
We continued our work on our plan to achieve
net zero emissions by the end of 2040 during
the year: eight workstreams are now under
way and country teams are executing their
plans. Our five-year emissions index has
achieved a 16% improvement in carbon
efficiency and is making good progress
towards our emissions target of a 20%
reduction by 2025.
In addition, we have continued to migrate our
fleet of vehicles to ultra-low emissions and
hybrid vehicles. The fleet now comprises c.8%
ultra-low emissions vehicles in the UK and
Europe, and 1,484 hybrid vehicles worldwide.
We are also proud to have continued our
partnership with Cool Earth for another year,
supporting communities in the rainforests of
Papua New Guinea, Cameroon, Mozambique,
and Peru.
+
35
%
Increase in user sessions completed on
myRentokil
0.31
7.05
Lost Time Accident
(LTA) rate
Working Days Lost
(WDL) rate
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,
27
,
42
and
53
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
19
Strategic Priority
Manage a responsible business
Managing a responsible
business in Latin America,
by reducing fuel usage
and CO
2
emissions
We recognise that our ambitious net zero target can only
be achieved if our colleagues are engaged and fully
involved, and so in 2023 our Latin America business
focused on changing mindsets.
Latin America and Caribbean
20
Rentokil Initial plc
Annual Report 2023
The team set themselves an
ambitious target of reducing fuel
usage per customer visit by 10%
during the year.
In order to achieve this, vehicle
emissions were managed by the
careful selection of the right size
and type of vehicle, the use of
route planning to reduce mileage
and the use of telematics to
encourage more efficient driving,
as well as the introduction of some
of the first all-electric vehicles in
the region and the increased use
of hybrid vehicles.
Overall fuel usage per visit in
Latin America and the Caribbean
reduced by 4.3%. However in the
Caribbean alone, the reduction
was 14.3%.
In order to reduce electricity
demand, the region has focused
on increasing the use of LED lights
in all branches.
All pre-existing branches now have
100% LED lighting, and including
those acquired during the year,
93% of Latin American branches
and 85% of Caribbean branches
now use all LED lighting, further
reducing electricity usage.
In the Bahamas, termite operations
were restructured in order to
improve the efficiency of
fumigation services. The project
included training the whole team
at a specialist location in Florida,
learning about the elements
which impact the efficiency of
an operation in detail, such as
temperature and ground surface.
Worn tents were replaced to
protect against gas leakage,
monitoring equipment introduced
to check for gas loss in real time,
and giant inflatable bags used to
reduce the area to be filled with
gas. Overall, the project has
delivered a 40% reduction in
CO
2
emissions in the Bahamas,
while at the same time increasing
fumigation revenues by 37%.
40
%
reduction in CO
2
emissions in the
Bahamas
93
%
of Latin American
branches now use
all LED lighting
14.3
%
reduction in overall fuel
usage in the Caribbean
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
21
Key Performance Indicators
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. All 2023 figures include the performance of
Terminix. Unless otherwise stated, prior year figures do not include Terminix.
Link to strategy
• By retaining our people, we also retain and build deeper relationships with our customers,
which underpins our organic growth.
• Retaining more colleagues reduces cost of recruitment, as well as driving productivity
improvement, and allowing new recruits the time to be trained and gain experience.
• We invest in training and development to ensure that our colleagues’ expertise is unrivalled.
• We recruit, appoint and promote on merit and, where possible, from within the organisation.
Link to remuneration
• Colleague retention is a Performance Share Plan (PSP) performance measure and is included
in annual bonus personal objectives.
Commentary on performance
• Colleague retention improved by 4.7 percentage points versus a restated 2022 to 84.2%,
translating to c.1,900 more colleagues choosing to stay with us compared to 2022. Every region
saw an improved performance in the year, in overall retention as well as in both Service and
Sales colleague retention.
• Service colleague retention also increased 5.7 percentage points versus restated 2022 (77.6%)
to 83.3%, which was driven mainly by strong performances in Asia & MENAT, up 6.7 percentage
points, and North America, which was up 5.7 percentage points. In North America, Terminix
Service retention was up 6.5 percentage points on FY 22 from 60.7% to 67.2%.
• Sales colleague retention increased by 1.1 percentage points to 77.4% versus restated 2022
of 76.3%. All regions delivered an improved performance, the highest of which was Asia &
MENAT, up 3.6 percentage points. Europe remained the highest performing region, up
2.0 percentage points to 94.1%.
Prior year numbers have been restated primarily to include the Terminix acquisition, as well as to align all regions
on consistent definitions and calculations. In addition the global metric is now a weighted average, based on the
headcount of each region, rather than a straight average as it had been previously.
Colleague retention is defined as total colleagues retained in-year as a percentage of average headcount throughout
the year. Colleague retention is measured on a rolling 12-month basis.
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Link to strategy
• As a service organisation, our people make our Company what it is.
• Our priority is ensuring every colleague goes home safely.
• Health and safety is the first agenda item in all senior management meetings (including
Executive Leadership Team and Board).
Link to remuneration
• 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
• This year we delivered another excellent level of colleague safety, and we continue to set very
high standards in every region.
• In 2023, improved our LTA rate by 20.5% to 0.31 (2022: 0.39).
• WDL also improved, by 10.8%, reducing WDL to 7.05 from 7.90 in 2022.
• There were no work-related colleague fatalities in 2023.
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.
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Colleagues:
Employer of Choice
Colleagues:
Ensuring everyone goes home safe
2023
0.31
2
022
0.39
2
021
0.38
2
020
0.39
2019
0.53
2023
84.2
2
022
79.5
2
021
84.4
2
020
88.6
2019
86.9
Lost Time Accident (LTA) rate
Total colleague retention
0.31
20.5% improvement on 2022
84.2
%
+4.7 percentage points
2023
7.05
2
022
7.90
2
021
8.71
2
020
8.46
2019
10.99
Working Days Lost (WDL) rate
Sales colleague
retention
Service colleague
retention
7.05
10.8% improvement on 2022
77.4
%
+1.1 percentage
points
83.3
%
+5.7 percentage
points
2023
2
022
77.4
83.3
2
021
2
020
82.9
82.4
76.3
77.6
87.7
86.9
85.3
86.1
2
019
22
Rentokil Initial plc
Annual Report 2023
Link to strategy
• 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 sales 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
• Improving CVC is one of the performance conditions of the PSP, which covers over
1,100 colleagues across the Group.
Commentary on performance
• Our CVC score for 2023 was 50.8, a slight decrease of 0.1 points on the prior year (restated)
but 1.3 points above our target of 49.5.
• Our category analysis shows that Pest Control is our highest rated category, at 54.9, flat on
last year, despite improved performances in Europe, Pacific and UK and Sub-Saharan Africa.
• Initial Hygiene scored 49.3 points this year, an increase of 1.1 points on 2022 (restated).
All regions achieved increases on the prior year, except for North America and LATAM.
• This year, our focus is on understanding feedback from CVC to gain insights at global and
regional levels to see how customers feel about different aspects of our service.
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Link to strategy
• We are passionate about delivering excellent service to every customer and keeping our
promises to them.
• Excellent service helps us retain customers and build deeper relationships with them.
Commentary on performance
• Group State of Service rose by 1.9 percentage points to 97.8% in 2023 (2022: 95.9%),
well ahead of our global target of 95.0%.
• All regions saw an improvement in performance. Asia & MENAT was our highest performing
region at 98.5%, up 2.5 percentage points from 2022, closely followed by North America
at 98.2%, Europe (incl. LATAM) at 96.8%, and UK and Sub-Saharan Africa at 95.5%. Despite
being our lowest performing region at 94.9%, our Pacific region saw an improvement
of 2.2 percentage points on 2022.
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Customers:
Keeping promises to customers
Customers:
Delivering outstanding customer service
2023
50.8
2
022
50.9
2
021
52.1
2
020
40.8
2019
46.4
2023
97.8
2
022
95.9
2
021
92.9
2
020
89.4
2019
97.2
Customer Voice Counts (CVC)
State of Service
50.8
-0.1 points
97.8
%
+1.9 percentage points
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.
CVC scores are based on both telephone and digital
survey channels, except for 2019 when only telephone
surveys were used.
In 2023 global and regional scores have been weighted
based on the portfolio value of the market. Prior year
data back to 2020 has also been restated on this basis.
Defined as total number of service visits performed
as a percentage of total number of visits due.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
23
Key Performance Indicators
continued
Link to strategy
• 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
• 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.
Commentary on performance
• Statutory Revenue was up 44.7% to £5,375m at AER. Revenue increased 45.8%, reflecting the
benefit of M&A, including Terminix, and good Organic Revenue Growth of 4.9%, supported by
strong performances in Europe, Asia & MENAT, Pacific, UK, and LATAM.
– In North America, Organic Revenue Growth was 3.1%, with growth of 3.5% in Pest Control
services, due to lower sales lead generation and conversion in a softer consumer market in
the second half of the year.
– Organic Revenue was up 9.2% in Europe, the Group’s second largest region.
– Good broad-based Organic Revenue Growth across all business categories: 4.5% in Pest
Control; 4.8% in Hygiene and Wellbeing; and 13.2% in France Workwear.
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Link to strategy
• Customer retention is crucial to our long-term success.
• 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
• Overall customer retention was broadly flat at 82.3% (2022: 82.4% restated to include Terminix).
• In North America, we saw a slight improvement of 0.2 percentage points in customer retention
rates against 79.3% in 2022 (restated to include Terminix).
• In Europe (incl. LATAM), customer retention reduced by 0.1 percentage points though remained
strong at 88.4%.
• Customer retention for UK and Sub-Saharan Africa increased by 0.3 percentage points to 86.9%
and customer reviews of our UK businesses on Trustpilot.com remained at ‘world-class’ levels,
with 90% 5-star reviews from more than 8,000 customers.
• Asia & MENAT customer retention decreased by 2.6 percentage points to 78.7% and in the
Pacific region, overall customer retention fell by 2.3 percentage points to 86.5%.
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Shareholders:
Driving higher revenue
Customers:
Retaining our customers
2023
82.3
2
022
82.4
2
021
85.4
2
020
84.5
2019
86.2
Customer retention
82.3
%
-0.1 percentage points
Defined as total portfolio value of customers retained
as a percentage of opening portfolio.
2022 figures have been restated to include Terminix.
2023
2
022
44.7
45.8
2
021
2
020
5.5
9.5
25.6
19.4
3.7
5.1
9.8
AER
CER
AER
CER
AER
CER
AER
CER
AER
CER
8.5
2
019
Revenue growth
(at CER)
Revenue growth
(at AER)
+
45.8
%
+
44.7
%
24
Rentokil Initial plc
Annual Report 2023
Link to strategy
• 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
• 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.
Commentary on performance
• The new cash conversion metric reflects statutory ‘net cash flow from operating activities’
expressed as a percentage of ‘profit after tax’ as a measure of overall conversion of profits
into cash.
• Adjusted free cash flow conversion of 89.4% (2022: 91.8%) is ahead of guidance for the sixth
consecutive year. 2023 is broadly in line with 2022 and they represent a more normal years
after the clear down of receivables from the COVID-19 disinfection revenues in 2021.
2023 cash conversion also includes a full year of settlements against warranty termite claims.
• The cash performance reflects delivery of a full year of Terminix trading, including $69m of
synergies, tight management of working capital and capital expenditure permitting M&A spend
of £242m in the year, dividends of c.201m (2022: £122m) and the cash impact of integration
activities of c.£107m. These resulted overall in a small decrease in cash and cash equivalents of
c£40m. Net Debt fell by c.£133m as a result of the above cashflows and c.£169m of FX benefit,
leaving Net Debt to EBITDA ratio at 2.8x (2022: 4.6x).
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Link to strategy
• Our objective is to deliver sustainable profit growth by growing Group revenues.
Link to remuneration
• 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.
Commentary on performance
• Adjusted Operating Profit increased by 57.0% to £897m at CER. Adjusted Operating Profit
up 57.1% to £898m at AER. Statutory Operating Profit up 96.9% to £625m at AER.
– Group Adjusted Operating Margin up 120bps to 16.6%. Full-year margin expansion in Pest
Control and France Workwear, with Hygiene & Wellbeing margin in the second half of the year
above 19.0%, as expected.
– North America Adjusted Operating Margin up 160bps to 18.7%, underpinned by the delivery
of Terminix synergies.
– Sustained strong price progression across all regions, accompanied by good customer
retention.
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Shareholders:
Delivering sustainable Free Cash Flow
Shareholders:
Achieving greater profitability
2023
89.4
2
022
91.8
2
021
108.3
2
020
121.4
2019
94.2
Adjusted Free Cash Flow Conversion (at AER)
Free Cash Flow growth (at AER)
89.4
%
33.7
%
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
assets, and dividends received from associates.
An explanation of the reconciliation of the Adjusted
Free Cash Flow Conversion can be found on page 67.
2023
2
022
57.1
57.0
2
021
2
020
15.0
19.6
29.4
23.3
5.1
6.9
11.0
AER
CER
AER
CER
AER
CER
AER
CER
AER
CER
10.1
2
019
Adjusted Operating
Profit growth (at CER)
Adjusted Operating
Profit growth (at AER)
+
57.0
%
+
57.1
%
2023
193.4
2
022
258.6
2
021
214.1
2
020
294.6
2019
163.0
Cash conversion
193.4
%
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
25
Creating value through
best-in-class, differentiated
innovation
Innovation is the lifeblood of what we do at Rentokil Initial
and it all starts and ends with serving our customers in the
most efficient, environmentally responsible way.
It is about finding better ways to solve existing problems
while also anticipating and solving emerging challenges
and, as yet, unknown issues.
We are proud to have an industry-leading track record
of delivering best-in-class, differentiated innovation.
UK
Strategic Priority
Create value through product and service
innovations and digital applications
26
Rentokil Initial plc
Annual Report 2023
Innovation is always guided by
reviewing and researching what
is scientifically and technically
possible, balanced with the needs
of our customers. Our commercial
customers and residential consumers
are seeking more sustainable
practices and solutions. For our
commercial service providers, this is
also important, to help them deliver
on their own environmental and
sustainability goals. At Rentokil Initial,
we leverage our deep customer
relationships across the globe, to
better understand customer needs
ahead of time, allowing us to target
our innovation in the right areas.
We have four global innovation
centres, including our latest North
America centre in Dallas, which will
be focused on residential services
including termites, vector control,
and fumigation. These centres are
dedicated to researching pest
behaviour and hygiene consumer
needs, and translating that research
into cutting-edge, breakthrough
technical solutions. The key to our
success is our people – industry-
leading scientists, engineers, field
biologists, and technicians – who live
and breathe innovation in everything
they do.
The process of innovation is
separated into two parts within
Rentokil Initial: we have dedicated
disruptive innovation teams (focused
on solving new problems in
unprecedented ways) as well as
core optimisation teams (focused
on finding more efficient, effective,
and sustainable ways to deliver
the market-leading service our
customers recognise). At any one
time we can have over 75 projects in
our innovation pipeline, with projects
taking just a few months to more
than three years from inception to
market launch, depending on the
complexity of the challenge we are
aiming to solve.
Disruptive innovation
All the innovation Rentokil Initial
undertakes must deliver on our
key metrics of organic growth,
sustainability, and meaningful
competitive differentiation.
We ensure this happens by scoring
hundreds of potential blue sky
opportunities (with ideas being
submitted from both within and
from outside of the business, from
academia to end users) based on
Return on Investment potential,
strategic importance, and complexity
and selecting the most impactful
ideas. We then consider our detailed
customer requirements and create
a clear technical brief which we
develop against. All projects are
evaluated for performance, efficacy,
and durability through rigorous
testing, both in a laboratory, and in
the field, to ensure our products and
services will deliver to the highest
standards.
Lumnia and EcoCatch are great
examples of this – you can read
more about these on page 43.
Core optimisation
In addition to innovating new
products, our teams also look at how
to make existing products more
efficient, effective, and sustainable.
The team measures products against
the highest standards, balancing
performance and efficacy targets
with meaningful sustainability goals.
BirdAlert and RADAR X are great
examples of this – you can read
more about these on page 43.
4
innovation centres
(three in UK and one in US)
100
%
of innovation pipeline
is sustainable, non-toxic
or digital
75
+
pipeline of innovation
investment projects
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
27
Market Trends and Opportunities
We operate globally across the attractive, largely non-cyclical growth markets of pest
control and hygiene and wellbeing, with positive growth drivers and opportunities for
sustained growth over the medium to longer term.
The global pest control market is a strong, growing and attractive, largely non-cyclical market valued at c.$26 billion. The global market is expected
to continue to enjoy strong organic growth rates of c.5–6% annually to reach an estimated market size of c.$33bn in 2028.
The hygiene and wellbeing markets are highly fragmented with strong underlying growth drivers globally. We estimate the global market size for
washroom services to be c.$55 billion, forecasted to grow by a compound annual growth rate (CAGR) of c.4–5% through to 2028.
Pest control global market worth
1
c.$
26
bn
per annum and is expected to continue
to grow at c.5–6% annually to reach
c.$33bn by 2028.
2023
2028
Addressable market and growth %
$
26
bn
$
33
bn
c.
5
% to 2028
US pest control market is the largest market
globally, expected to grow by a CAGR of c.5%
to 2028, driven by strong commercial sales
and its role as an essential service supporting
‘licence to operate’ businesses.
c.
6
% to 2028
ROW has a CAGR of c.6% to 2028, driven by
higher growth in Emerging markets and Cities
of the Future.
Pest Control revenue (£m)
2015–2023
9 year CAGR
21.0
%
Hygiene & Wellbeing revenue (£m)
2015–2023
9 year CAGR
6.5
%
2023
2015
2016
2017
2018
2019
2020
2021
2022
2023
2015
2016
2017
2018
2019
2020
2021
2022
1.
Market data sources: Allied Markets (Global), The Strategic Analysis of the US Structural Pest Control Industry, Speciality Consultants LLC, Quince Market
Insights and Company internal revenue data.
2. Market data sources: Rentokil Initial internal analysis and independent research reports.
Our core Pest Control and Hygiene & Wellbeing businesses have historically enjoyed strong growth rates, driven by our global strategy execution,
organic growth and through our well-executed M&A programme.
c.5–6%
CAGR
Hygiene and wellbeing – global washroom
services market worth
2
c.$
55
bn
per annum and is expected to continue
to grow at c.4–5% annually.
2023
Addressable market and growth %
$
55
bn
• Education
• Leisure and hospitality
• Healthcare
• Offices
• Manufacturing
• Retail
c.4–5%
CAGR
Key segments
Global market opportunity
28
Rentokil Initial plc
Annual Report 2023
Pest control market drivers
Hygiene and wellbeing
market drivers
Pest control is a largely non-discretionary
and essential service protecting public
health, and demand for the service is
driven by multiple macro drivers, creating
a resilient market globally. These drivers
include: globalisation, population growth
and urbanisation, climate change,
increased regulation, as well as increasing
business and consumer intolerance to pest
issues. The drivers are aided by advancing
technology across the market, where
Rentokil is a leader in innovation and
digital adoption.
Impact for Pest Control
• Extended pest-breeding seasons and
lifecycles
• Translocation of pests into new
geographies
• Urbanisation creates higher pest
demands
• Regulatory pressures will limit
over-the-counter solutions and increase
products requiring licensed applicators
• Increased efforts in the food supply chain
to prevent food loss
• Consumers could move from preventative
services to more reactive pest control
Since the start of the global pandemic in
2020, 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 be a long-term change that
will create ongoing market opportunities
from which our business can benefit.
This structural shift and opportunities
from compelling growth drivers give us
confidence in delivering our organic
growth targets for Hygiene & Wellbeing
of 4.0-6.0% over the medium term.
Population growth and urbanisation
The global population is growing by 1.1% per
annum (c.80 million), primarily in Sub-Saharan
Africa, South Asia, and MENAT. City
populations are on the rise – 68% of the
population will live in cities by 2050, up from
55% in 2021. This higher concentration of
people in cities leads to a higher volumes
of pest-related activity.
Climate change
Extreme weather conditions are becoming the
norm, with droughts and flooding bringing
different pest challenges. Deaths related to
malaria are on the rise, a direct impact of rising
temperatures. Climate change also impacts
on pest behaviour, distribution lifecycle, and
pesticide resistance.
Regulation increasing
The pest control industry is facing evolving
regulations, particularly regarding the use of
certain pesticides and chemicals, making
compliance and adapting to changing
standards a challenge.
Sustainability
Gen Z amongst others are demanding
sustainable solutions, driving the move away
from rodenticides to environmentally friendly,
non-toxic, and less harmful chemicals. The
demand can be met by the promotion of
integrated pest management practices
that emphasise prevention and reduced
chemical usage.
Rise of pests and vector
borne diseases
The global rat population is set to increase to
seven billion alongside increasing customer
demand for non-toxic solutions. There are
over 50 termite species in the US which
cause c.$2bn p.a. in subterranean damage.
Four billion people in over 125 countries are
at risk of contracting dengue fever, which
could double by the end of the century.
Standards increasing
US Food Safety Modernization Act –
most significant pest control legislation in
over 70 years – focuses on the prevention
of disease outbreaks. Regulatory pressures
and legislation are increasing the role
for innovation.
Increasing pest intolerance
Pest infestations cost global businesses
c.£5.8bn each year with some species
becoming resistant. 29% of Americans have
experienced a rodent pest issue at some
point; and 35% in the Northeast of the US.
Low residential penetration
There is an unserved market for residential
and termite pest care prevention in the
US of c.$48bn, with only c.$7bn being
served currently.
Rise of millennial population
The millennial generation is highly focused
on health and wellbeing and vocal about its
importance, with increased spend across all
wellbeing categories.
Sustainability
Customer demand for enhanced hygiene
solutions has also created a related
requirement to ensure that all solutions
are delivered in the most sustainable
way possible.
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.
Surface hygiene
The pandemic led to an explosion of sensitivity
around microbe transmission points and
surfaces being carriers of risk. The resultant
shift to significantly enhanced cleaning
regimes and protocols has largely remained
in place following the COVID-19 pandemic.
Hand hygiene
Good hand hygiene is one of the most basic
yet powerful ways in which individuals can
protect themselves from infection as shown
during the COVID-19 pandemic. The resulting
focus on hand hygiene has, to a large extent,
remained a feature of everyday life.
Brand trust and expertise
Customers now seek greater reassurance than
ever from service providers, with brand trust
being paramount in their choice criteria.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
29
Market Trends and Opportunities
continued
Global market position
Market position
The pest control market is highly fragmented, with strong growth
drivers across all regions (see page 29). The market accounts for
c.80% of Rentokil Initial’s global revenue and c.81% of operating
profit. Rentokil operates across 89 countries and is a leading global
operator, enjoying a No.1 position in the majority of countries.
Rentokil is the largest pest control provider in the US market, where
40% of the market is served by three companies. The remainder
of the market is highly fragmented, with 40% made up of larger
private companies and 20% made up of thousands of small private
companies. The market is split between residential, termite, and
commercial customers.
Competition
Rentokil competes in the highly fragmented termites, residential,
and commercial pest management markets. Key international
competitors of Rentokil include Rollins, 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.
Market position
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 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 highly fragmented.
The Initial Hygiene brand is a leader in global core hygiene services
– operating in 61 countries and in No.1 position in over a third of
countries, and leading positions in the rest of its regional markets.
Our Enhanced Environments business operates in 18 countries and
has leading positions in a number of its markets.
Competition
The market is highly fragmented and there are many routes to
satisfy washroom hygiene needs, with competitors providing a wide
range of supply solutions. Regional, full-service companies provide
service solutions, either direct or via cleaning companies/facility
management, differentiating on services, products, and coverage.
In several markets, washroom requirements can be met by facilities
management or cleaning companies directly. In-country competitors
to Initial Hygiene 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.
Pest control
Hygiene and wellbeing
B
Find out more on pages
40
to
47
B
Find out more on pages
50
to
53
30
Rentokil Initial plc
Annual Report 2023
Addressing the global market opportunity through our strategic priorities
The opportunities across the pest control and hygiene and wellbeing markets are driven by underlying macroeconomic, climate, and geographic
factors, which in turn are driving organic growth rates across our regions. Executing our strategic priorities helps us to capture these opportunities
and 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.
Trend
How we are responding
Growing population
Global population changes provide additional demand for
our service, particularly across the residential and hotels,
restaurants and catering (HORECA) sectors. 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. Higher growth rates persist in parts
of Asia and Africa. The US population is projected to rise
from c.325m to c.400m by 2060.
We are expanding our geographic presence across pest
control, hygiene and wellbeing through our targeted M&A
programme, with a particular focus on cities in Growth and
Emerging markets. Our acquisition of Terminix in 2022 has
given us wider and deeper footprint across North America,
where our branch integration will ensure we are optimised
to serve the shifting population in the world’s largest pest
control market.
Urbanisation
An increasing proportion of the world’s population
is residing in urban areas, leading to the growth and
expansion of cities. By 2050, 68% of the global
population will live in urban areas (versus 55% in 2021),
where hygiene and sanitation issues are most prevalent.
Rapid urbanisation is currently more pronounced in
developing regions, particularly in Asia and Africa.
We have a fundamental understanding of route density,
which has helped us consolidate our leadership position
in our existing global markets and improve margins.
We are serving 98 of the world’s largest cities by GDP
and our M&A programme which extends from North
America to the rest of the world is actively seeking to
build local density in the c.1,000 cities we are already in.
Rising middle
classes
The rise of the middle classes has been a significant
global trend, particularly in developing and emerging
economies. An additional 160 million people join the
middle classes every year, with increasing hygiene
and living standard expectations and a growing health
consciousness afforded by higher disposable income.
We are well positioned to benefit from the rising middle
classes through our global geographic presence and
our diversified product offering. Our presence in 98 of
the largest cities of the world by GDP ensures we are
already serving this growing demographic, alongside
the development of premium washroom product ranges
targeting higher value customer segments.
Climate change
Climate change has profound implications for human
health, influencing the prevalence, distribution, and
dynamics of various diseases. By 2050, climate change
is expected to cause approximately 250,000 deaths
each year from malnutrition, malaria and other diseases.
Between 2021 and 2050, annual US average
temperatures are expected to rise, creating increased
pest threats.
Consumers and customers are also responding to
climate change by demanding sustainable solutions to
reduce the impact on the environment and their own
emission targets.
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.
Read more about our approach to Responsible Business
on pages 68 to 82.
Increasing standards
and consumer
expectations
Increased regulatory pressures, particularly in food safety,
to reduce the spread of diseases are increasing the role
for innovation.
Since the start of the global COVID-19 pandemic we
have seen elevated standards for health and hygiene,
particularly in the workplace, with rising demands from
consumers and customers for higher standards of hygiene
creating ongoing market opportunities.
Rentokil Initial has been an 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 differentiates us in the market. It gives us
solutions to offer our customers and is the lifeblood
of future growth for the business.
Strategic Report
Other Information
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Corporate Governance
Rentokil Initial plc
Annual Report 2023
31
Strategic Priority
Drive M&A
M&A execution, entering
new markets such as rural
pest control in New Zealand
We have recently made four investments into
an exciting new area for Rentokil Initial – rural,
(non-urban) pest control to support the New Zealand
government’s significant investment into its
Predator Free 2050 campaign.
Predator Free 2050 is a national goal to rid New Zealand
of the most damaging introduced predators that impact on
the environment. Pest species such as possums, rodents
and stoats threaten native wildlife in New Zealand and
have already caused several critical species’ extinctions.
Pacific
32
Rentokil Initial plc
Annual Report 2023
EcoFX
Vector Free
Marlborough
High Country
Contracting
Feracon
Our overall M&A programme
We continue to deliver revenue and profit
ahead of our returns criteria. During 2023,
we spent c.£261m on acquisitions, with
acquired annualised revenues of c.£106m,
with 34 deals in Pest Control and seven
deals in Hygiene and Wellbeing. With a very
strong M&A pipeline, we are targeting spend
of c.£250m in 2024.
The programme encompasses large-scale
pest control projects, on private and
public estates, engaging respectfully with
affected communities, and building strong
local knowledge and lasting relationships
for environmental and ecological
protection. The Central Government is
providing significant investment to restore
the environment, and it’s estimated that up
to a quarter of the investment will be used
for pest eradication and management.
We have acquired four new business in
the last two years (in 2022 we acquired
EcoFX in the North Island and Vector Free
Marlborough in the Upper South Island,
while in 2023 we acquired High Country
Contracting in the Lower South Island
and Feracon in the North Island).
These acquisitions have added rural pest
management capability to our existing
urban pest management expertise.
Scan me
to find
out more
Strategic Report
Other Information
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Corporate Governance
Rentokil Initial plc
Annual Report 2023
33
Our Regional Review
Our focus is on delivering scale and advantage across our five global regions,
relentlessly seeking opportunities to build scale in new countries and regions,
to consolidate our positions in existing markets, and to expand our Cities of the
Future programme in Growth and Emerging markets.
Driving growth across our global business
2023
AER
£m
AER
Growth
2023
CER
£m
CER
Growth
Organic
Growth excl.
Disinfection
Organic
Growth incl.
Disinfection
Revenue
3,306
78.7%
3,314
79.2%
3.1%
3.0%
Operating Profit
489
158.4%
490
159.0%
Adjusted Operating Profit
617
95.5%
618
95.9%
Adjusted Operating Margin
18.7%
1.6%
18.7%
1.6%
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 solutions to drive
profitable, sustainable growth.
Segmental reporting
In North America, Revenue was up 79.2%,
benefiting from a full year of the Terminix
acquisition. Regional Organic Revenue grew
3.1%, achieved alongside the full programme
of the Terminix integration. Organic Revenue
growth in Pest Control Services for our
commercial, residential, and termite customers
was below our expectations at 3.5%, owing to
lower new business lead generation in a softer
consumer market in H2. The Pest Control
category as a whole, which includes the
Products Distribution and Lake Management
businesses, recorded Organic Revenue
growth of 3.1%. Weaker Q3 2023 growth in
North America continued into the low season
of Q4 at 1.2%, however Q1 2024 is expected
to be c.2%. The company has conducted an
in-depth review to fully examine the drivers
of the underperformance and formulate a
strategy to reinvigorate growth, resulting in
THE
R
I
GH
T
WAY 2
plan detailed below.
Adjusted Operating Profit growth of 95.9%
to £618m reflects the combined impact from
higher revenues and the Terminix acquisition.
Statutory Operating Profit was up 158.4% to
£489m at AER. Strong price realisation across
all channels has successfully offset expected
inflationary pressures. Adjusted Operating
Margins in North America were up 160bps
year-on-year to 18.7%.
The full-year impact of lower Terminix margins
reduced the overall North America margin
by 70bps. However, Terminix synergies
delivered a benefit of 140bps, while trading
improvements, including density from growth
and prudent cost management, contributed
90bps of margin.
Total North America colleague retention,
including Terminix, increased to 75.2% (FY 22:
70.1%), driven by improvement in retention of
technician roles. Sales colleague retention was
flat. Terminix colleague retention has seen
continued improvement, up to 69.7% (FY 22:
64.0%). Since the close of the deal in October
2022, colleague retention at Terminix has
increased by 8.1ppts. The Group continued to
make investments in being an Employer of
Choice, and we are seeing ongoing success
with our recruiting, onboarding, and training
initiatives. Despite price increases, total
customer retention in North America slightly
increased to 79.5% (FY 22: 79.3%) and
included an improvement at Terminix.
Customer satisfaction was also positive,
with an excellent Terminix Net Promoter
Score of 64.9, up 1.5 on the prior year.
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 c.£46m in the year prior to
purchase. This included the acquisition in the
second half of the year of Action Pest Control,
a large Midwest provider. As we integrate
Terminix, we will continue to selectively
pursue high-quality M&A assets in the North
America region.
In the year, there was further good progress
on legacy termite warranty claim volumes,
with significantly fewer filed warranty claims.
Total filed warranty claims reduced by 14%
on the prior year and by 44% since 2019.
Open warranty claims further reduced by
29% on the prior year and by 65% since 2019.
Total filed warranty claims in the Formosan
termite-heavy Mobile Bay reduced by 48%
on the prior year and by 80% since 2019.
Largely as a result of our plan to accelerate
the resolution of legacy claims, particularly
focused on complex litigated long-standing
cases, and a shift in the mix of claim
resolutions, the blended average settled
cost per claim, including inflationary impacts,
was up c.32%. Going forward, we have also
successfully introduced a termite residential
sales warranty cap for the lifetime of the
agreement of $250,000 for new customers
with qualifying homes.
North America
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.
North America
Europe
(incl. Latin America)
UK & Sub-Saharan
Africa
Asia & MENAT
Pacific
34
Rentokil Initial plc
Annual Report 2023
Organic Growth in H2 2023
An in-depth review was conducted into the
reasons for the slowdown in regional organic
growth experienced in the second half
of 2023.
We have confirmed that service technician
retention was further significantly improved
and customer retention remained resilient
throughout the period. The pricing strategy
also continued to be effective, with cost input
inflation recovered, as expected.
Organic growth is generated from both
existing and new customers. Trends in
upselling to the existing customer base didn’t
see a material change from prior trends.
Notwithstanding this, we believe technician
leads represent an important growth
opportunity in the US with the potential for
sizeable upside in the medium term. This is
based on evidence of the Group’s success in
other markets. For example, in 2023, c.88%
of UK pest control technicians participated in
submitting leads with a c.32% close rate. This
compared to a US participation rate of c.50%
and estimated c.20% close rate. Our ‘Trusted
Advisor’ programme (empowering technician
leads and sales) already underway in Terminix
will be rolled out across Rentokil US branches.
The main challenge to new business growth
in the second half of the year was lower
acquisition of new residential, termite and SME
customers. The largest adverse change was
observed in inbound sales leads and sales
enquiries from prospective customers to our
call centres and websites. In H2, in-bound
sales leads were down 2-3% in the region.
We estimate that the US pest control market
grew at approximately 4% in 2023, reflecting
lower growth in the residential, termite and
SME sectors, particularly in H2. This is about
1% lower than the recent historical average.
Nevertheless, we recognise that the business
was not sufficiently effective in attracting
and closing sales leads. In 2023, integration
planning focused attention on organisational
change. Our marketing and sales leadership
underwent considerable change, which in
part affected our marketing performance to
generate leads and convert sales (close rate in
H2 was flat with prior year). Increased digital
marketing spend by the competition and flat
sales colleague retention (c.60% in Terminix
and c.77% in Rentokil) compounded the overall
impact. There was also a slightly disruptive
influence felt from branch closures and pilots.
13
acquisitions in North
America with annualised
revenues of c.£46m
Improving customer satisfaction and
retention to take it to par with the average
elsewhere in the Group over time.
We are
dedicated to delivering a consistently
positive customer experience including
through investment in our digital platforms,
in technician training and in our contract
renewal processes.
Increasing technician sales leads to expand
revenue from existing customers.
Through
execution of the Trusted Advisor Programme,
we’re focused on driving up the volume,
value, and conversion rate of technician
leads towards the UK benchmark over time.
In 2024 the Trusted Advisor programme will
be rolled out to Rentokil technicians.
Rentokil Initial has a proven long-term track
record of operating very successfully through
economic cycles. We are confident the team
has the skills, know-how and insights to get
growth back on track.
THE
R
I
GH
T
WAY 2 plan
We have taken action to strengthen the North
America management team and fully resource
the senior marketing and sales teams ahead
of the 2024 pest season. In addition to Brad
Paulsen, recently appointed to the position of
North America CEO, we have in place new
and experienced leadership for Residential
Marketing, Digital Marketing, and Sales.
We’ve also seconded our UK Operations
Director to North America to take charge of
technician sales leads.
Following the review of H2, the team has
now defined
THE
R
I
GH
T
WAY 2
plan to
reinvigorate organic growth in North America.
The core components of this plan are:
Driving further improvement in frontline
colleague retention and productivity,
in particular in sales to improve sales
conversion.
Our Employer of Choice
programme will focus on enhanced talent
acquisition and onboarding, additional
investment in training, and seasonal sales
incentive programmes.
Investing in a brand strategy to reinforce
awareness.
This includes additional
investment in the Terminix brand to build
on its industry-leading awareness (#1 best
known brand in US pest control according
to a 2023 Google Brand Arc Study) and
build preference with our target segments.
We’ll also continue to build the equity of the
Rentokil brand to support business growth in
the National and Strategic accounts space.
Adding capabilities and resources in
marketing to refine our focus and build our
marketing excellence.
In addition to the new
regional marketing and sales leadership, the
North America business will benefit from
increased investment for growth of c.$25m
towards people, sales leads, digital channels,
and other brand and marketing activities.
New marketing agency partnerships are
now in place and our first multi-channel
brand marketing campaign will be launched
in Spring 2024.
Strengthening sales effectiveness to target
increased sales colleague retention
,
particularly in the 0-12 months service
category. Over time we will introduce new
data, tools and technologies in order to
improve timing from sales lead to inspection
and quote.
Enhancing our approach to pricing
discipline to continue to offset inflation.
Sales and marketing initiatives will be
accompanied by continued strong pricing
discipline for both new and existing
customers. Our pricing practices will be
enhanced with third-party tools and data to
deliver market and segment-specific value
to customers. This includes the viability
testing of new AI-backed capabilities.
We will also optimise bundling, promotions
and discounting programmes through
consistent market-level pricing tests.
Strategic Report
Other Information
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Rentokil Initial plc
Annual Report 2023
35
Our Regional Review
continued
2023
AER
£m
AER
Growth
2023
CER
£m
CER
Growth
Organic
Growth excl.
Disinfection
Organic
Growth incl.
Disinfection
Revenue
390
6.6%
394
7.9%
3.5%
3.4%
Operating Profit
84
-6.6%
85
-5.5%
Adjusted Operating Profit
94
-1.7%
95
-0.5%
Adjusted Operating Margin
24.1%
-2.0%
24.1%
-2.0%
The region delivered a good trading
performance against a challenging macro
backdrop and strong prior year comparators,
especially in the first half of the year.
Performance in the mature UK market was
supported by strong service innovation and
a record performance from technician sales
leads. Revenue for the region overall
increased by 7.9% (3.5% Organic). Pest Control
grew by 8.0%. Hygiene & Wellbeing increased
by 7.7%, lapping COVID-19-boosted
comparators in the medical waste business.
There was a positive contribution from the
recently acquired Urban Planters business,
which supplies plants to retail properties,
offices, and restaurants. This was
accompanied by an improved performance
year-on-year in the UK Property Care business
despite the cooler property market.
Regional Adjusted Operating Profit decreased
by 0.5% to £95m. Statutory Operating Profit
was down 6.6% to £84m at AER. Adjusted
Operating Margins decreased by 200bps
to 24.1%. As previously stated, margin
performance in the first half of the year was
dampened by the anticipated reduction in
COVID-19 disinfection and related services,
such as needle and PPE disposal, and the
non-repeat of UK COVID-19 credit note
releases. However, these factors substantially
fell away in H2. Cash performance has been
strong in the year with debtor days finishing
the year ahead of pre-COVID-19 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 a further improved customer
retention rate of 86.9% (FY 22: 86.6%) and
world class customer experience scores.
Colleague retention for the full year was up
strongly to 83.3% (FY 22: 77.9%).
In the UK & Sub-Saharan Africa two business
acquisitions, both in the Hygiene & Wellbeing
category, were completed with annualised
revenues of c.£18m in the year prior to
purchase.
UK & Sub-Saharan Africa
2
acquisitions completed
in UK and Sub-Saharan
Africa with annualised
revenues of c.£18m
2023
AER
£m
AER
Growth
2023
CER
£m
CER
Growth
Organic
Growth excl.
Disinfection
Organic
Growth incl.
Disinfection
Revenue
1,081
14.9%
1,078
14.6%
9.2%
8.3%
Operating Profit
182
15.6%
161
2.2%
Adjusted Operating Profit
215
14.9%
210
12.5%
Adjusted Operating Margin
19.9%
0.0%
19.5%
-0.4%
The region has enjoyed strong performance
in 2023. Topline momentum in the first half of
the year carried into the second half, driven by
both effective price increases and resilience
in overall demand. Revenue grew by 14.6% in
the year to £1,078m (9.2% Organic). Revenue
growth in Pest Control was 21.8%, with a
strong contribution from key markets including
France, Benelux, and Germany. Hygiene &
Wellbeing grew Revenue by 5.8% in the
period, driven by broad-based strength across
the region and continued momentum in the
core washrooms business. Ambius, part of the
Enhanced Environments business, sustained
a good performance through the year.
As anticipated, there was an improvement
in Specialist Hygiene and Dental in the
second half of the year, after a period of
post-COVID-19 disruption.
France Workwear Revenue was up 13.2%.
Strong new business sales performance was
reflected in its contribution, which was also
supported by robust pricing.
Adjusted Operating Profit in the region grew
by 12.5% to £210m. Statutory Operating Profit
was up 15.6% to £182m at AER. In Europe, as
expected, short-term H1 margin pressure from
increased M&A activity reversed in H2. The H1
headwind plus continued hyperinflation in
Argentina in the aggregate resulted in full-year
Adjusted Operating Margin down slightly by
40bps to 19.5%. While inflationary pressures
have persisted throughout the period, in
Europe and most of LATAM we have been
successful at protecting margins with
pass-through pricing. Customer retention has
remained strong at 88.4% (FY 22: 88.5%).
A focus on sales retention, including
recruitment, onboarding and early days
retention led to excellent colleague retention
rates of 90.4% (FY 22: 89.1%), with the
business recording some of its best months
on record in the second half of the year.
In Europe and LATAM, 11 business acquisitions
(five in Europe and six in LATAM) were
completed in total with annualised revenues
of c.£12m in the year prior to purchase.
Europe (incl. LATAM)
11
acquisitions completed
in Europe and LATAM
with annualised
revenues of c.£12m
36
Rentokil Initial plc
Annual Report 2023
2023
AER
£m
AER
Growth
2023
CER
£m
CER
Growth
Organic
Growth excl.
Disinfection
Organic
Growth incl.
Disinfection
Revenue
339
5.6%
357
11.2%
10.2%
7.1%
Operating Profit
33
40.3%
34
44.4%
Adjusted Operating Profit
45
0.3%
47
4.0%
Adjusted Operating Margin
13.3%
-0.8%
13.1%
-1.0%
2023
AER
£m
AER
Growth
2023
CER
£m
CER
Growth
Organic
Growth excl.
Disinfection
Organic
Growth incl.
Disinfection
Revenue
249
10.0%
261
15.0%
6.8%
6.8%
Operating Profit
47
19.5%
49
24.9%
Adjusted Operating Profit
55
14.6%
57
19.8%
Adjusted Operating Margin
21.7%
0.9%
21.7%
0.9%
The Pacific region delivered an excellent full
year performance. Revenue increased by
15.0% to £261m. Organic Revenue grew 6.8%
as pricing was complemented with volume
growth. Pest Control delivered 25.2% Revenue
growth, with notable strength in commercial
services. Good sales and customer retention
were also evident in the Hygiene & Wellbeing
business, where Revenue growth was 6.4%.
The region saw good demand for Ambius
services.
Adjusted Operating Profit in the Pacific grew
strongly by 19.8% to £57m and Adjusted
Operating Margins rose by 90bps to 21.7%,
with year-on-year improvement across both
Pest Control and Hygiene & Wellbeing
categories, supported by effective mitigation
of cost inflation. Operating Profit was up 19.5%
to £47m at AER. The customer retention rate
remained strong at 86.5% (FY 22: 88.8%).
Colleague retention in the region has
significantly improved to 77.5% (FY 22: 72.9%),
despite continued tight labour markets.
The region acquired eight businesses with
total annualised revenues in the year prior
to purchase of c.£22m.
The region delivered a good 2023
performance. Revenue rose by 11.2%, of
which 10.2% was Organic, underpinned
by contractual activity. Pricing was
complemented with volume growth, as
markets overall remained structurally
supportive. The performance was led by the
region’s largest markets: India, Indonesia,
Malaysia, and Singapore. Hong Kong
continued to be challenged by a subdued
economic environment, however there was
a more positive contribution from China.
Adjusted Operating Profit in Asia increased
4.0% to £47m and Adjusted Operating Margin
was down 100bps to 13.1%, lapping stronger
COVID-19 disinfection revenues. Operating
Profit was up 40.3% to £33m at AER. Customer
retention was 78.7% (FY 22: 81.3%). Regional
operations have benefited from an increased
colleague retention rate of 92.0% (FY 22:
86.1%), while the average time to fill vacancies
has remained stable year on year. The region
acquired seven businesses with total
annualised revenues in the year prior to
purchase of c.£8m.
Pacific
Asia & MENAT
8
acquisitions in the
Pacific region with
annualised revenues
of c.£22m
7
acquisitions in the
Asia & MENAT region
with annualised
revenues of c.£8m
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
37
Strategic Priority
Drive Organic Revenue Growth
in Pest Control
Success in driving Organic
Revenue Growth in Pest
Control in Europe, through
an enhanced customer
experience
In recent years our European business has been focusing
heavily on becoming more customer-centric. This started
with a vision for how the future would be: to provide an
experience that every customer enjoys, and every
colleague is proud to deliver every time.
Europe
38
Rentokil Initial plc
Annual Report 2023
The first step was to create a
five-point strategy of what the
business wanted to achieve:
a customer experience culture;
a recognised customer experience
function; simple customer
experience processes; a proactive
customer experience; and all of
that underpinned by technology.
We also invested in a
transformation programme, led
by experts and working in close
partnership with colleagues from
all European markets and Group
functions.
In 2023, this led to: more than
20 hours’ training delivered to
around 200 customer care
colleagues across Europe;
increasing the number of markets
with Genesys (a platform for
improving the handling of customer
communications) to nine; piloting
a new customer management
system, 1View, in Portugal;
implementing customer
satisfaction surveys in Spain and
Switzerland; and, in Belgium,
piloting new ways of coaching
colleagues on how to best handle
customer calls.
The impact has already been
profound: Customer Voice Counts
in Europe has increased by around
five Net Promoter Score points and
colleague satisfaction with training
has typically exceeded 80%.
Genesys is helping the teams
manage customer contact better
than before and, in Austria and
Switzerland alone, customers
abandoning calls because they
weren’t answered promptly
reduced by over 50%. Furthermore,
1View is already helping colleagues
in Portugal solve customer
problems 25% faster than before
and at half the cost.
More training and platform
deployments are going to follow
in the coming years, creating
a customer experience that all
colleagues in Europe can be
proud to deliver every time.
+
5
increase in Net
Promoter Score in
Europe
>
80
%
colleague satisfaction
with training
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
39
Our Business Review
Pest Control
Our customers
We operate across distinct customer
segments and a broad range of industries.
Customers increasingly are making
purchasing decisions based on brand trust,
differentiated expert service delivery
(including innovation), sustainable solutions,
and an increasing desire for digital customer
engagement solutions. These are all areas
in which Rentokil Initial will continue to focus
and invest.
Commercial
The largest segment, accounting for c.50%
of the Global pest control market. Key sectors
include food and beverage processing,
hospitality, facilities management, offices and
administrative, and logistics and warehousing.
Residential
Representing c.33% of the Global market,
and the largest segment of the US market.
Termites
Accounts for c.17% of the Global market, and
21% of the market is in the US alone, where
Rentokil is the largest supplier.
We have a high degree of recurring revenue
across Pest Control. Within the Commercial
sector, customers mainly contract on an
annual basis, with PestConnect customers
contracting on a three-year basis. Our
residential and termite customers contract
on a per visit/incident basis, with most regions
introducing an increase in prices in line with
inflation during the year.
Our leadership credentials
Powerful pest control brands
– a leading commercial brand in the world,
largest US residential and termite brand
Strong Employer of Choice programme
– providing outstanding technical training,
building expertise and careers
Sector leaders
– leaders in commercial, residential,
and termite sectors globally
Leaders in digital
– connected devices, data, AI, customer
portal, and customer apps
Unmatched capabilities in innovation
– four global R&D, Science & Innovation
Centres with strong pipeline of tools
and expertise
Experts in route density
– operate in 98 of the world’s 100 largest
cities by GDP
Disciplined and proven M&A capability
– 333 Pest Control acquisitions since 2014
What we do
We are the world’s leading pest control company and
the leading operator in North America, with operations
across 89 countries and 98 of the world’s 100 largest
cities by GDP. We occupy an unrivalled global position
in a resilient and non-cyclical industry characterised by
strong long-term structural growth drivers.
Trading under the Rentokil and Terminix brands, our
Pest Control specialists protect people, enhance lives,
and preserve the planet by providing route-based pest
control solutions across commercial, residential, and
termite sectors through the use of connected, digitally
enabled, energy-efficient, and non-toxic sustainable
pest control services. Using both preventative and
responsive strategies, we enhance protection for our
customers through holistic, integrated, and connected
pest management programmes.
40
Rentokil Initial plc
Annual Report 2023
Our performance in 2023
Revenue (at CER)
£
4,321
m +60.6%
Adjusted Operating Profit (at CER)
£
828
m +66.7%
Adjusted Operating Margin (at CER)
19.2
% +70bps
Revenue (at AER)
£
4,286
m +59.2%
Operating Profit (at AER)
£
649
m +107.5%
2023
4,321
2
022
2,
690
2
021
2,080
2
020
1,
751
2019
1,744
2023
4,286
2
022
2,
690
2
021
1,9
47
2
020
1,
712
2019
1,733
2023
828
2
022
497
2
021
383
2
020
281
2019
303
2023
649
2
022
313
2
021
285
2
020
203
2019
198
2023
19.2
2
022
18.5
2
021
18.4
2
020
16.1
2019
17.4
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. Overall, the business delivered
good growth in the year, underpinned by the
critical nature of its services. Revenue was
up by 60.6% (4.5% Organic) to £4,321m.
Performance has been supported by both
pricing and volumes, led by the Commercial
Pest Control business, which has a high
proportion of contractual activity. Both
Commercial and Residential Pest Control
businesses have benefited from resilient
customer retention rates. Adjusted Operating
Profit was up by 66.7% to £828m, resulting in
an Adjusted Operating Margin of 19.2%, up
70bps on the prior year, including a benefit
from Terminix integration synergies of 130bps.
Operating Profit was up by 107.5% to £649m at
AER. For FY 23, Pest Control represented 80%
of Group Revenue and 81% of Group Adjusted
Operating Profit.
In 2023, new contracts for global accounts
(multinational customers) were signed in the
pharma and hotel, restaurant and catering
sectors. Global Accounts now oversee
revenues of over £100m, an increase of 14%
on FY 22. 91% of total revenues in the Pest
Control category were delivered by Growth
markets and 9% by Emerging markets.
M&A has continued to be strong this year, and
we have acquired 34 pest control businesses
in the period, with annualised revenues in the
year prior to acquisition of c.£76m.
M&A
c.£
199
m
spent on 34 acquisitions, c.£76m Revenues
Eight-year Revenue CAGR
+
21.0
%
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
41
Our Business Review
Pest Control
Our Pest Control strategy: key strategic themes
Differentiation through
our innovation pipeline
An increasing focus on non-toxic pest control
solutions.
Objective
Our culture of constant innovation drives
our success, with science at the heart of
our approach by our experts in our global
innovation centres, driven by our goal to be
the most loved pest control company in the
world. In 2023, we have invested c.£10m
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.
How we have performed in the year
• £10m invested in R&D globally.
• 445,000 Lumnia units now installed,
with energy savings of up to 79%.
• New versions launched of EcoCatch Flies
exterior fly catcher and BirdAlert, the
sustainable bird-scaring solution, and
development of RADAR X Connect dual
catch unit.
Building on strengths
of leading brands
Continuing to be recognised as the world’s
leading brand in pest control.
Objective
Rentokil is the leading pest control brand in
the world and the leading commercial pest
control brand in North America. Terminix is
the most recognised brand for termite and
residential pest management in the US.
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 our brand
equity. This is accomplished through central
deployment of global campaigns with
supporting toolkits for local activation through
a wide range of communication channels, and
building market share through a balanced
programme combining organic initiatives.
How we have performed in the year
• Development of a new marketing campaign
in the US to support organic growth plans,
rolling out in 2024.
• Customer satisfaction improvement in
Europe with +5 point increase in Net
Promoter Score.
• Social media campaigns across LinkedIn
and X to support brand awareness.
Building scale and density
through M&A
Continued M&A strategy to expand the city
footprint and density.
Objective
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.
How we have performed in the year
• £199m spent on Pest Control M&A, with
34 businesses acquired with combined
annualised revenues of c.£76m.
• Strong M&A in North America, Pacific,
Europe, and UK.
• Acquisition in the second half of the year
of Action Pest Control, a large Midwest
US provider.
Global leadership
driving growth
Driving growth in Growth and Emerging
markets organically and through M&A.
Objective
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, we will leverage our scale and build
market share through a balanced programme
combining organic initiatives and targeted
M&A to build density and increase our
expertise in new pest sectors such as vector
control and lake management.
How we have performed in the year
• Organic Revenue Growth of 4.5%, with 3.1%
in North America. Growth supported by
pricing and volumes, led by the commercial
pest control business.
• Acquired c.£76m in revenue through 34
acquisitions, with 13 in the US market.
• New US Innovation Centre built in Dallas
opening in 2024.
• Global accounts (multinational customers e.g.
food producers, pharma, hotels, restaurants
and catering, etc.) now oversee revenues of
over £100m, +14% growth in the year.
42
Rentokil Initial plc
Annual Report 2023
Harnessing the digital
opportunity
Using our digital expertise, including web,
apps, portals, and services to lead digital
pest control.
Objective
Digital innovation in pest control is necessary
to meet the needs of an evolving world.
Our smart technology is providing more
remote monitoring solutions and increased
transparency of data. We have also begun
to integrate our data automatically into
customers’ own internal reporting platforms.
Our robust, scalable, and secure global
infrastructure aims to meet the evolving
digital needs of our customers.
How we have performed in the year
• myRentokil 24/7 self-service portal is now
operational in 51 countries, supporting over
300,000 users. User sessions in 2023
increased by 35%.
• Increased PestConnect units in the year
by c.23% to around 356,000 in operation
across 21,000 sites.
• We now have five countries where
connected devices account for more than
10% of the commercial portfolio.
• Developed RADAR X dual catch unit, ready
for launch in 2024. Enhancements not only
for operational efficiency but also for
sustainability.
RADAR X
Delivering breakthrough solutions that reduce
waste is integral to our innovation approach at
Rentokil Initial. This is quite unique within the
pest control industry, but a bar we strive to set
ourselves and surpass as we challenge and
reinvent what’s possible. RADAR X is our latest
exciting step forward in our goal.
RADAR X, our new industry-leading mouse
riddance solution with dual catch and
monitoring capability, offers a much-needed
alternative to conventional chemical
rodenticide practices. Our 24/7 connect
monitoring ability enables early detection
of pest activity and targeted intervention,
reducing service inefficiency and associated
CO
2
emissions. It protects customers from the
disruption pest infestations can cause, as well
as minimising the risk of secondary poisoning
to non-target species. It is designed as a novel
modular system, which enables specific
components to be swapped rather than
needing to discard the whole unit if one part
needs replacing. This not only minimises
plastic and electronic waste, but also extends
the lifespan of the product to deliver effective
indoor mouse control for longer.
Effective and safe fly catching
Global population growth and rapid migration
from rural areas to urban centres has led to an
increase in food sources and living habitats for
flies, cockroaches, and mosquitoes. This
increase has driven growth in the fly trap
market across commercial customers, with
North America accounting for 43% of the
global fly trap revenue. Rentokil’s fly control
solutions include the newly launched
sustainable exterior fly control solution,
EcoCatch Flies, a reusable, effective external
fly trap, that provides non-toxic and flexible
control of ‘public health flies’. EcoCatch Flies
is a visually aesthetic fly control solution that
hides the flies captured in a more appealing
container, catching 60% more flies in 24 hours
(in controlled laboratory conditions), making it
a very effective solution for use in outside
areas in hospitality, hotel and pub gardens,
and terraces, as well as outside bin and waste
areas. Over 30% of the non-toxic, reusable
trap unit is made from recycled plastics.
Meeting the demand for innovative,
non-toxic, sustainable applications
Through products designed and tested in
our Innovation Centres, Rentokil is constantly
adapting to changing regulations in the
industry and the demand from consumers for
non-toxic, or humane, sustainable solutions,
leading the way with our own-designed
solutions.
Intelligent bird scaring
Birds can spread disease with their droppings,
damage buildings and equipment, and create
health and safety risks. Rentokil’s innovative
bird management service includes Intelligent
Bird Scaring (BirdAlert), an effective and
sustainable device that’s been designed to
deter birds without harm and is controlled and
monitored remotely via an app. The BirdAlert
device has an intelligent built-in system that
recognises different bird species and identifies
the best scare tool from a broad range to deter
each of them.
It can detect birds inside a radius of
250 metres and can alternate the order
and intensity of the scare tools to prevent
habituation. Our new upgraded unit uses
60% less power, contributing to a 50%
reduction in carbon footprint. It is also made
from 100% recycled plastic and is faster and
easier to install.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
43
Our Business Review
Pest Control
Terminix integration process
The Terminix integration process continues to
make very good progress. We have completed
the first phase of the integration and, in 2023,
we delivered $69m of synergies, ahead of our
target of $60m. Overall, we have delivered
pre-tax net P&L cost synergies of $82m since
completion of the deal.
We have announced a further increase in the
target for total integration cost synergies from
the integration of Terminix – increasing the
gross synergy target to $325m (previously
$275m) and net synergy target to $225m
(previously $200m).
The timetable for integration is now set to be
completed in 2026, rather than 2025, in order
to de-risk the branch integrations and achieve
greater synergies.
Phase One
of the integration completed at the
end of 2023 and delivered the foundations for
success, including:
• streamlined and unified organisational
structures to create a single Rentokil
Terminix (RTX) team;
• a single payroll and benefits system for
22,000 people in North America;
• 10,500 colleagues successfully moved to
Workday; all US colleagues now on a single
people management system;
• investment in new talent – North America
CEO, digital marketing, sales, customer
experience plus secondments from
elsewhere in the Group;
• co-location: successfully reduced branch
properties by 97, comprising 108 exits and
11 new sites;
• IT systems: Google Apps rolled out to
13,000 colleagues. 71 foundation IT system
enhancements; and
• net cost synergies ahead of target.
Terminix integration
Terminix integration phases
Integration: synergy delivery
Gross synergy target increased by $50m to c.$325m
$m
2022
2023
2024
2025
2026
Cumulative
Selling, General and
Admin synergies
15
73
77
20
185
Field operations
16
29
59
40
140
Gross synergies
15
89
106
75
40
325
Investments
(2)
(20)
(66)
(10)
(2)
(100)
Net synergies
13
69
40
65
38
225
CTA cash
40
92
85
28
5
250
Phase One
Foundations:
Complete
Our Terminix vision
Our vision is to create a world-class business with market leading brands, highly motivated
people, strong customer relationships, and with high levels of efficiency and growth to
deliver strong financial returns for shareholders:
No. 1 in Commercial, Residential, and Termite;
• Scale and density, with an outstanding network coverage across the entire USA;
• Proven, repeatable, low-cost operating model and multiple drivers of revenue growth;
and
• Deliver significant value creation, including gross synergies of $325m by 2026.
Post-integration, our ambition is to generate Organic Revenue Growth in Pest Control
Services of 1.5x the market over the medium term.
44
Rentokil Initial plc
Annual Report 2023
Key deliverables in 2024
• Deliver Phase Two (preparation for full
integration in H1) and begin Phase Three
in H2 with full branch integrations (go live
mid 2024).
• Co-locations: 97 fewer properties in 2023,
c.75 properties to be exited in 2024.
• Deliver $40m net cost synergies target in
2024.
• Cost synergy target raised: Gross synergies
increased by $50m to c.$325m and net
synergies by $25m to c.$225m (with c.$25m
investment in marketing, etc.), to be delivered
by the end of 2026 – to derisk the branch
integrations and achieve greater synergies.
Phase Two
(until mid 2024) is underway,
focused on planning for the first full branch
integrations. This phase will complete with
the sign-off on data migration and IT system
architecture configuration.
Other activities in H1 2024 include:
• legal entity merger – this is critical to deliver
the branch integrations;
• roll out more than 100 IT system features on
a two-week sprint cycle leading up to the
commencement of system migration;
• migrate to a single Procurement platform;
• consolidate onto a unified finance system,
including expenses and travel management
system;
• migrate Terminix National Accounts to
Rentokil’s single customer management
and billing platform; and
• combine all customer care agents on a
single unified communications platform.
Throughout 2024 we will also continue to
co-locate branches ahead of integration.
Phase Three
of our integration plan is
focused on the migration of Terminix
regions and branches.
• undertake first integrations in 2024.
Colleagues initially move onto standard
systems, tools and processes. Three months
later, we reroute technicians and introduce
pay plans.
• Terminix branch integration programme –
disciplined approach using proven playbook.
Repeatable process – same systems, same
processes.
Phase Four, our final phase
Terminix markets and branches are
expected to complete their integrations
in 2026.
• lead and grow: innovation, digital, AI,
M&A, and market share.
• world-class business:
– with market leading brands;
– highly motivated people and strong
customer relationships; and
– efficiency and growth to drive
financial returns.
• ambition for Organic Revenue Growth
in North America Pest Control post
integration: 1.5x North America market
organic growth rate.
Phase Two
Planning for integration:
To June 2024
Phase Three
Branch integration:
Mid-2024 to 2025
Phase Four
Lead and grow:
2026 onwards
$
325
m
target of gross synergies,
increasing from
$
275
m
Ambition for
organic growth of
1.5
x
North America
growth rate post
integration
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
45
In 2023, Organic Revenue Growth in North
America was below our expectations at 3.1%
and at 3.5% in Pest Control Services.
We have undertaken a detailed evaluation,
including through an independent third party,
to identify the reasons for the reduction in
organic growth in Pest Control Services and
to put in place a thorough plan for 2024. While
there were several factors including – lower
market growth in termite, residential and SME,
performance of our own marketing channels
to generate sales leads from potential new
customers, the impact of the business focus
on integration, considerable change within
the team and the impact from branch closures
– the lower organic performance was
predominantly due to a reduction in inbound
sales leads from potential new customers of
c.2-3% in H2.
In our contracted portfolio business, Organic
Revenue Growth is generated from both
existing and new customers. In 2023, there
was good progress in our activities to
generate sales leads and organic growth from
existing customers in North America, with
strong improvement in service technicians’
retention, excellent customer satisfaction
and strong State of Service performance, the
benefit of strong pricing offsetting inflation
and slightly improved sales leads from service
technicians.
The focus for 2024 is on generating sales from
new customers which starts by getting it right
for our sales colleagues, using the power of
our brands, marketing and search engine
optimisation (SEO), the effective management
of inbound leads through to our sales
channels, optimised pricing, and efficient
and timely service implementation.
Organic growth in North America
THE
R
I
GH
T
WAY 2 plan
for organic growth
Colleagues:
Following a successful 2023, we aim to increase service technician
retention with investment in training and tools to increase
productivity.
Customers:
We will analyse customer feedback and Net Promoter Score data
to identify customer experience areas of strength and opportunity.
We aim to reduce known customer experience friction points
including scheduling, billing and issue resolution. We will build
out our ‘Save Angels’ programme to win back customers and
reduce customer churn.
Pricing:
Our plan is to enhance current pricing practices with third-party
tools and data to deliver market and segment-specific pricing.
We will test new AI-backed programmes to further optimise our
pricing activities.
Technician leads and selling:
We will accelerate our Trusted Advisor programme and aim to
increase technician participation in generating sales leads.
Currently implemented for Terminix, this will be extended in 2024
to Rentokil technicians through their existing, standard systems.
Colleagues:
We will focus on improving sales colleague retention with enhanced
onboarding, training and harmonised compensation plans.
Increase brand visibility:
We have defined a new brand strategy which will be implemented
across multiple marketing channels. There will be investment in the
Terminix brand to maintain industry leading awareness and build
preference for our service within our Residential and SME customer
segments. We will build the equity of the Rentokil brand to support
business growth in national and strategic commercial accounts.
Investment for growth:
We will invest c.$25m in the North American sales leads, our own
digital channels, brand and marketing. This includes our first brand
marketing campaign for two years. The ‘Terminix It’ campaign goes
live in March 2024 in the US.
Sales conversion effectiveness:
We will use tools, data and technology to seek to reduce the
average time between lead generation and initial sales contact.
Technician install productivity:
Our plan is to increase route productivity and on-time arrival
through PestPac ‘Best Fit’ with adherence to our sequential routing
programme. In 2024 we will launch Rentokil Terminix University
Certification programmes to standardise and enhance our service
treatment programmes.
Our Business Review
Pest Control
Plan:
Increase sales leads and organic growth from
existing customers
Plan:
Increase sales leads and organic growth from
new customers
Brand
Sales
Propositions
Service
Quality
Customer
Retention
Annual
Pricing
Technician
generated
sales leads
New
business
pricing
Marketing
SEO
Paid campaigns
Inbound sales
leads flow
Sales
increasing
customer
penetration
Sales
new
customer
contracts
Employer
of Choice
Retention:
Service
Sales
Organic
Growth
Opportunity
in North
America
I
N
C
R
E
A
S
I
N
G
R
E
V
E
N
U
E
F
R
O
M
E
X
I
S
T
I
N
G
C
U
S
T
O
M
E
R
S
I
N
C
R
E
A
S
I
N
G
N
E
W
B
U
S
I
N
E
S
S
S
A
L
E
S
L
E
A
D
S
O
R
G
A
N
I
C
G
R
O
W
T
H
T
e
c
h
n
i
c
i
a
n
i
n
s
t
a
l
l
a
t
i
o
n
46
Rentokil Initial plc
Annual Report 2023
THE
R
I
GH
T
WAY 2 plan
Our new organic growth plan for North
America will focus on inbound sales leads
from new and existing customers, increasing
Terminix brand visibility, and delivering a new
multi-channel marketing campaign. We will
invest to deliver sustainable growth with an
additional c.$25m of investment in 2024 in the
North America team, our own digital channels,
brand, and high-profile marketing.
In 2024 we expect to generate Organic
Revenue Growth in North America of 2–4%
and to deliver long-term benefits for our
brand and our digital channel investments.
Our
R
I
GH
T
WAY 2 plan
is therefore designed
to drive enhanced opportunities for organic
sales from existing and new customers in
2024 by:
1.
Continuing to drive up frontline
colleague retention – particularly in
sales, through Employer of Choice
and investment in pay plans.
2.
Focusing on the end-to-end
customer service and experience,
and improving the customer retention
rate towards the Group average.
3.
Continuing strong pricing discipline to
both new and existing customers.
4.
Driving up the volume, value, and
conversion rate of technician leads
towards the UK benchmark over time
through execution of the Trusted
Advisor Programme.
5.
Investing in the Terminix brand
to drive improved search engine
optimisation and paid digital
marketing.
6.
Improving sales conversion through
increased colleague retention,
training, and incentives.
7.
Continuing excellence in technician
work order completion, focusing on
speed from sale to installation.
To effectively execute this plan, we have
a fully resourced sales and marketing team
in place for 2024, and added the support
of experienced colleagues from elsewhere
in the Group.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
47
Strategic Priority
Managing the integration of Terminix
into our North America business
Manage the integration
of Terminix into our
North America business
by merging and
expanding branches
In early 2023, we began one of the initial phases of our
programme with integration pilot tests, undertaking two
large branch integrations within the Rentokil
North America legacy network.
These covered the consolidation of a total of 40 branches
into 23 branches. Locations had previously each been
serviced by several different brands, service protocols,
operating systems, and pay plans.
North America
48
Rentokil Initial plc
Annual Report 2023
Our evaluation of these pilots found that the migration,
while demanding, was successful, with clear evidence of
route and branch density benefits. The combination of
larger branches with higher network density drove margin
expansion of approximately five percentage points in the
pilot areas.
Through the course of 2023 we continued with the
programme of branch co-locations, with a net reduction
in the branch network of 97 branches.
In the year we also conducted a detailed analysis of our
North America branch network that showed a clear link
between branch size and margin, such that branches
with annual revenue of more than $8m deliver Adjusted
Operating Profit margin that is about 10% higher than
branches with revenue of less than $3m. At the start of
2023, across our network of more than 600 branches,
we had at least 100 branches operating at more than
$8m annual revenue and around 200 operating at less
than $3m annual revenue.
97
net branch reduction
in 2023
5pp
margin expansion in
branch integration pilots
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
49
Our Business Review
Our customers
Initial operates in 61 markets across six main
customer segments: education, leisure &
hospitality, healthcare, offices, manufacturing
and retail. Our high customer satisfaction
levels of 49.3 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.
• Hygiene has expanded beyond the
washroom and buyers now have a greater
appreciation for the value of good hygiene
standards across their locations and look
for expertise.
• 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.
• Strong preference for new digital reality
means that digital prospecting and selling
is becoming as effective as in-person
engagement.
Growing the category
Our core Hygiene services currently operate
in 61 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 used in our Pest Control business.
Starting with core hygiene service provision
Inside the Washroom, and then extending into
Premises Hygiene and Enhanced
Environments, our growth in the Hygiene
category is supported by being experts in the
category, delivered through service, product
innovation, and sales capability.
Shared infrastructure
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.
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. We also operate
Ambius plants and scenting, Dental Hygiene and
Cleanroom services operations.
Hygiene
& Wellbeing
50
Rentokil Initial plc
Annual Report 2023
Our performance in 2023
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.
Hygiene & Wellbeing Revenue increased
by 5.4% to £866m. In addition to supportive
pricing, continued good levels of demand
across service sectors such as offices,
shops, schools, and hospitality supported
performance. Organic Revenue Growth was
4.8%. In 2023, COVID-19 disinfection services
generated £2m of revenues (FY 22: £21m)
reducing category Organic Revenue Growth
by 240bps and Group Organic Revenue
Growth by 40bps. 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. In 2023,
Organic Revenue Growth in core washrooms
was 4.5%, while organic growth in premises
hygiene and enhanced environments was
5.3%. Adjusted Operating Profit was down by
1.5% to £161m due to COVID-19-boosted prior
year comparators in H1 (Operating Profit was
down by 4.9% to £149m at AER). Adjusted
Operating Margin was 18.5%.
We have acquired seven hygiene companies
this year with annualised revenues of c.£30m
in the year prior to purchase.
M&A
c.£
61
m
spent on seven acquisitions, c.£30m Revenues
Eight-year Revenue CAGR
+
6.5
%
Revenue (at CER)
£
866
m +5.4%
Adjusted Operating Profit (at CER)
£
161
m -1.5%
Adjusted Operating Margin (at CER)
18.5
% -130bps
Revenue (at AER)
£
858
m +4.6%
Operating Profit (at AER)
£
149
m -4.9%
2023
866
2
022
821
2
021
853
2
020
904
2019
729
2023
858
2
022
821
2
021
832
2
020
907
2019
739
2023
161
2
022
162
2
021
172
2
020
197
2019
128
2023
149
2
022
157
2
021
157
2
020
182
2019
101
2023
18.5
2
022
19.8
2
021
20.1
2
020
21.8
2019
17.6
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
51
Our Business Review
Hygiene & Wellbeing
Our Hygiene & Wellbeing strategy: key strategic themes
Offer a complete
product range
Avoiding cross-infection Inside the Washroom.
Objective
An increased 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
(e.g. no-touch washrooms).
Focus on operational
execution
Building margins through postcode and
product density.
Objective
Operational excellence is achieved through
the commitment of our people and the earned
respect 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).
How we have performed in the year
• Margin recovery in the second half was
expected, and is stable following the
prior-year boost of COVID-19 impacts.
• Focused on core segments of Education,
Leisure/Hospitality, Healthcare, Offices,
Manufacturing, and Retail.
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.
Celebrating 120 years of Initial Hygiene
In 2023, Initial Hygiene celebrated 120 years
of service. From humble beginnings in 1903,
when Mr A P Bigelow, a soap salesperson in
New York, brought linen supply services to
Europe, he saw an opportunity and took it,
relocating to London to start a personalised
towel rental service for businesses there. His
first innovation was simple but effective –
each towel was marked with the customer’s
initials to ensure they only received and used
their own towels. From that creative idea
sprung the business: ‘Initial Towel Supply
Company’.
In 1928 when it floated on the London Stock
Exchange, Initial had become the leading firm
of its kind and was one of the largest buyers
of towels in the world. Over the next 70 years
Initial grew into a world leader in hygiene and
washroom services, through innovative
leadership and global expansion. It was
acquired by Rentokil in 1996 and under its
ownership it continued to focus on innovation,
whilst broadening its services beyond the
washroom into a Hygiene & Wellbeing leader
and putting preserving the planet at its core.
Ecolabel sustainability accreditation
With sustainability a central theme of Rentokil
Initial’s growth strategy, Initial Hygiene is
driving leadership in sustainable hygiene and
wellbeing, committed to actively reducing
packaging waste and plastic use, as well as
designing solutions for easier recycling. With
increasing regulation of the industry and with
more and more customers and users asking
for environmentally friendly solutions, Initial’s
soap range, including Halal and vegan
versions and its hand, hair and shower range,
used in gyms and hotels has been awarded
the EU and Nordic Swan Ecolabel
accreditations, one of the world’s most
coveted sustainability accreditations.
The EU and Nordic Swan Ecolabel is an
environmental labelling scheme certifying
that a product or service complies with the
requirements for the label. As one of the
world’s toughest environmental certifications,
the Nordic Swan Ecolabel is only awarded to
products and services meeting ambitious
environmental requirements.
How we have performed in the year
• Range extensions (e.g. hand, air, and
in-cubicle) supporting retention and
increasing solution density.
• Attainment of EU and Nordic Swan
Ecolabel accreditation for sustainability
for Initial soap range.
• New innovations in Signature Scent,
Signature Sustainable bins optimisation.
52
Rentokil Initial plc
Annual Report 2023
Harnessing 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, taking our digital
expertise from Pest Control and expanding
into Hygiene & Wellbeing.
Our myInitial online reporting platform adds
efficiency to our operations by providing
transparency of service, including signature
capture, service history and details, dates
of visits, and reporting facilities. A new and
enhanced version was launched in 2022
and continues to be rolled out across our
customer base.
How we have performed in the year
• 45,000 myInitial customer portal users now
registered, with a 35% increase in user
sessions in 2023.
• New and enhanced version rolled out in
21 countries.
Geographic expansion
through organic actions and targeted,
city-based M&A to build density and
grow profits.
Hygiene & Wellbeing has a strong growth
opportunity through M&A, replicating the
successful Pest Control model, which has
similar characteristics. Our M&A focus 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 tend to be lower than
pest control, and there is less competition
for targets.
Our planned M&A programme extends across
our five regions, 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.
How we have performed in the year
• Strong M&A in Hygiene & Wellbeing, with
c.£30m annualised revenue acquired
through seven acquisitions.
• M&A expansion in Brunei, Spain,
Guadeloupe, Australia and UK.
Expanding outside
the washroom
Take our Hygiene services everywhere.
Objective
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,
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. Enhancing
work and commercial environments to entice
guests and workers in and increase dwell time
has grown in importance.
How we have performed in the year
• Good growth outside core washrooms has
been seen in hygiene, air care, and
enhanced environments (planting).
• Air Care growth of c.6% to c.£65m revenue.
Air Freshening accounts for the majority of
the air category revenue at 71.5%.
• Enhanced Environments has seen strong
growth, with the expansion of Ambius and
planting.
• Key focus on to improving sustainability
across non-core areas.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
53
Strategic Priority
Build our Hygiene & Wellbeing business
Build our Hygiene
& Wellbeing business
through increased brand
awareness
During the year, Initial Hygiene in the UK announced
a strategic partnership with the England and Wales
Cricket Board (ECB) to work together to ensure that
menstruation is not something that holds women
and girls back from being involved in sport.
We Got Game is the womens’ and girls’ cricket
community across England and Wales and is supporting
this important initiative by helping to reach, support, and
educate the cricket network about period dignity.
UK
54
Rentokil Initial plc
Annual Report 2023
Initial Hygiene’s In-Cubicle Period Dignity Dispensers will
be supplied to up to 1,000 grassroots cricket clubs, along
with the free servicing of period waste bins. These
dispensers provide free and discreet access to period
products within the toilet cubicle for those who menstruate.
A pilot programme is now underway in Derbyshire, with
the support of the Derbyshire Cricket Foundation, and
will shortly be rolled out across England and Wales.
ECB and Initial Hygiene both believe that periods shouldn’t
be a taboo subject, and alongside access to free period
products, we will also be sharing educational material with
the cricket clubs involved, to open up dialogue as we look
to normalise conversations about periods and empower
future generations.
Scan me
to find
out more
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
55
Our Business Review
Revenue (at CER)
£
217
m +13.2%
Adjusted Operating Profit (at CER)
£
38
m +23.6%
Adjusted Operating Margin (at CER)
17.5
% +150bps
Revenue (at AER)
£
221
m +15.3%
Operating Profit (at AER)
£
37
m +23.9%
2023
221
2
022
192
2
021
166
2
020
168
2019
186
2023
217
2
022
192
2
021
164
2
020
162
2019
181
2023
38
2
022
31
2
021
17
2
020
18
2019
25
2023
37
2
022
30
2
021
17
2
020
15
2019
23
2023
17.5
2
022
16.0
2
021
10.3
2
020
10.9
2019
13.7
Strong new business sales performance,
including key account gains and upselling,
resulted in another strong contribution from
our France Workwear business, where
Revenue, all of which was organic, rose by
13.2% to £217m. High customer retention of
over 94% supported France Workwear’s
strong volumes. Inflation was successfully
mitigated with price increases. Adjusted
Operating Profit growth increased by 23.6%.
Operating Profit was up 23.9% to £37m at AER.
Our performance in 2023
France Workwear
What we do
Our France Workwear business accounts for 4% of Group
Revenue and primarily specialises in the supply and
laundering of workwear, uniforms, cleanroom garments,
and personal protective wear to customers in hotels,
restaurants and catering across France, ensuring that
colleagues have the right workwear to support safe and
effective working environments.
Strategy
We are focused on creating a business that has a clear
market differentiation. We achieve this 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.
56
Rentokil Initial plc
Annual Report 2023
The Group overall delivered a good
operational and financial performance
in 2023, achieving 4.9% Organic
Revenue Growth and 16.6% margin.
Stuart Ingall-Tombs,
Chief Financial Officer
Summary of financial performance (at CER)
Regional Performance
Revenue
Adjusted
Operating Profit
2023
£m
2022
£m
Change
%
2023
£m
2022
£m
Change
%
North America
3,314
1,849
79.2%
618
315
95.9%
Pest Control
3,208
1,746
83.7%
599
297
101.8%
Hygiene & Wellbeing
106
103
2.5%
19
18
0.7%
Europe (inc. LATAM)
1,078
941
14.6%
210
187
12.5%
Pest Control
520
427
21.8%
120
103
16.6%
Hygiene & Wellbeing
341
322
5.8%
52
53
(1.8%)
France Workwear
217
192
13.2%
38
31
23.6%
UK & Sub-Saharan
Africa
394
365
7.9%
95
95
(0.5%)
Pest Control
197
182
8.0%
51
47
8.0%
Hygiene & Wellbeing
197
183
7.7%
44
48
(8.9%)
Asia & MENAT
357
321
11.2%
47
45
4.0%
Pest Control
266
231
15.0%
35
34
4.5%
Hygiene & Wellbeing
91
90
1.5%
12
11
2.6%
Pacific
261
227
15.0%
57
48
19.8%
Pest Control
130
104
25.2%
23
16
44.5%
Hygiene & Wellbeing
131
123
6.4%
34
32
7.6%
Central
10
11
(4.4%)
(121)
(107) (12.7%)
Restructuring costs
(9)
(12)
20.6%
Total at CER
5,414
3,714
45.8%
897
571
57.0%
Total at AER
5,375
3,714
44.7%
898
571
57.1%
Category Performance
Revenue
Adjusted
Operating Profit
2023
£m
2022
£m
Change
%
2023
£m
2022
£m
Change
%
Pest Control
4,321
2,690
60.6%
828
497
66.7%
Hygiene & Wellbeing
866
821
5.4%
161
162
(1.5%)
France Workwear
217
192
13.2%
38
31
23.6%
Central
10
11
(4.4%)
(121)
(107) (12.7%)
Restructuring costs
(9)
(12) 20.6%
Total at CER
5,414
3,714
45.8%
897
571
57.0%
Total at AER
5,375
3,714
44.7%
898
571
57.1%
Note: Hygiene & Wellbeing year on year performance reflects the anticipated
decrease in COVID disinfection revenues from £21m in FY 22 to £3m in FY 23.
In order to help understand the underlying trading performance, unless
otherwise stated, figures below are presented at constant exchange
rates and Organic Revenue growth figures exclude the COVID
disinfection business.
Financial Review
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
57
Revenue
The Group delivered a good topline performance, with Revenue rising
45.8% to £5,414m. Organic Revenue grew 4.9%. Statutory Revenue was
up 44.7% to £5,375m at AER. Revenue growth in North America was up
79.2%, benefiting from the Terminix acquisition. Europe, the Group’s
second largest region, was up strongly by 14.6%, while the Asia &
MENAT region was up 11.2%. Group Organic Revenue growth including
COVID disinfection was 4.5%.
Our Pest Control category grew Revenue by 60.6% (4.5% Organic) to
£4,321m, underpinned by continued effective pricing and resilient
customer retention. Hygiene & Wellbeing Revenue increased by 5.4%
(4.8% Organic) to £866m, led by continued demand for washroom
services. Strong new business sales performance was reflected in the
contribution from our France Workwear business, with Revenue up by
13.2% to £217m (13.2% Organic).
Profit
Adjusted Operating Profit rose by 57.0% during the year to £897m,
reflecting a full year of Terminix profit and core business growth across
major regions, in addition to effective ongoing capture of synergies from
the Terminix transaction. This led to a 120bps increase year on year in
Group Adjusted Operating Margin to 16.6%. Synergies from the Terminix
transaction contributed 100bps to Group margin. Statutory Operating
Profit at AER was up 96.9% to £625m. 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 to offset the impacts of inflation on our cost base. The ability
of the Group overall to offset inflationary pressures for another year
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 up by 70bps year on year to 19.2% (FY 22: 18.5%). Hygiene &
Wellbeing Adjusted Operating Margin decreased by 130bps year on
year to 18.5% (FY 22: 19.8%). However, Hygiene & Wellbeing margin was
20.2% for H2, in line with the guidance of above 19.0% for H2, issued at
the Interim Results. The half year and full year 2024 margin profile of
Hygiene & Wellbeing is expected to be similar to 2023.
Adjusted Profit before Tax (at AER) of £766m, which excludes one-off
and adjusting items and amortisation costs, increased by 43.8%.
Adjusted interest of £141m at actual exchange rates was higher year on
year, partly reflecting £86m of annualised interest charges relating to
the financing of the Terminix transaction, £15m of lease interest charges
and a £7m offsetting reduction from the impacts of hyperinflation and
net interest received. In the year, hyperinflation of £11m at AER in 2023
was £11m lower than the prior year (FY 22: £22m) due to devaluation of
the Argentinian peso. Full year restructuring costs of £9m at CER (£7m
at AER) were down £3m on the prior year, consisting mainly of costs in
respect of initiatives focused on our North American and Argentinian
transformation programmes. One-off and adjusting items (operating) at
AER of £98m includes £1m of deal costs and £81m of integration costs
related to the Terminix acquisition (‘Costs to Achieve’) and £17m of other
M&A costs. Statutory profit before tax at AER was £493m, an increase
of 66.9% on the prior year (FY 22: £296m) reflecting a full year of
Terminix profits net of one-off and adjusting items/Costs to Achieve
and increased interest costs relating to the Terminix transaction.
Cash (at AER)
Net cash flows from operating activities have risen by 22.8% to
£737m in 2023. Free Cash Flow of £500m was £126m higher than in
FY 22. Higher trading profits resulted from organic and acquisitive
growth. Adjusted EBITDA was £1,228m, up 43.0% versus 2022.
One-off and adjusting items (non-cash) of £11m inflow (FY 22: £77m)
represent Terminix related one-time share incentive schemes and
asset impairments.
The Group had a £47m working capital outflow in FY 23. Working capital
was driven higher by revenue growth, predominantly in North America and
Europe, across receivables and contract cost assets. Capital expenditure
of £211m was incurred in the period (FY 22: £190m), reflecting a more
normal pattern of spend post pandemic and the inclusion of Terminix
capital expenditure. Lease payments were up 45.2%.
Cash interest payments of £166m were £127m higher than in the prior
year, reflecting the timing of interest charge payments relating to
financing of the Terminix transaction. Cash tax payments for the period
were £100m, an increase of £23m compared with the corresponding
period last year. Adjusted Free Cash Flow Conversion was 89.4%.
Integration of Terminix
Strong progress on the integration; gross synergy target raised
by $50m to $325m
The Terminix integration continues to make very good progress.
We have completed the first phase of the integration and in 2023 we
delivered $69m of net synergies, ahead of our target of $60m. Overall,
we have delivered pre-tax net P&L cost synergies of $82m to date.
We have announced a second increase in the target for the total value
of integration cost synergies from the integration of Terminix – the gross
synergies target is increased by $50m to $325m and the net synergies
target is increased by $25m to $225m. $106m gross and $40m net cost
synergies are expected to be delivered in 2024.
The timetable for integration is now set to be completed in 2026, rather
than 2025, in order to de-risk the branch integrations and achieve
greater synergy targets.
Phase One (foundations) complete
Phase One of the integration completed at the end of 2023 and has
delivered the foundations for success. Further to the Selling, General
and Administrative (SG&A) initiatives, large integration pilots and initial
branch co-locations communicated at the Interim Results, substantial
headway continued to be made in H2, in preparation for the frontline
route and branch integration that is set to commence mid 2024.
An additional 44 branch locations were exited in the second half of the
year as part of the consolidation of the legacy network and co-location
of colleagues. This brings the total number of branch locations exited
since closing the deal to 108. With 11 new sites, there has been a net
reduction in the branch network of 97 branches.
Strong progress was also made in effectively positioning HR and IT.
These are key enablers of administrative and operational efficiencies
to be gained from the overall integration plan, as well as critical levers
for improving the colleague and customer experience.
Financial Review
continued
58
Rentokil Initial plc
Annual Report 2023
Key HR initiatives realised in the year include:
Migration onto the Workday HR Information System (HRIS):
10,500
colleagues from the legacy Rentokil North America business have
been transitioned from UKG to the Workday platform, completed in
September 2023. This change to a single HR platform for reporting
is crucial to aligning numerous business processes, including time
tracking, payroll and performance management, and to enabling
downstream initiatives, such as pay plan harmonisation and
branch integrations.
Benefits harmonisation:
Following an in-depth review, we adopted
best practices from across the combined organisation to update
company policies, procedures and offerings. All activities were
completed allowing for a singular Open Enrollment experience for our
colleagues in November. A harmonised benefit platform is critical to
the reduction of administrative complexity and ultimately colleague
engagement. It ensures consistent application of benefit access and
cost to all colleagues, increases efficiencies, and provides a single
platform of communication.
Preparation for harmonisation of technician, sales and field
management pay plans:
Both legacy organisations have had
numerous different compensation plans for front-line and field
management roles. Harmonisation for approximately 11,000 front-line
colleagues, 2,500 sales colleagues and 550 field management
roles are set to provide market competitive base salary and
performance-based commission directly aligned to our strategic
objectives. New positions have been defined in each area based on
skills, experience, certifications and licenses, with corresponding
fixed base salary and incentive levels. Pay plan design, which entailed
impact analysis to mitigate colleague retention, has been largely
completed. Implementation will take place in 2024 in a staged
approach across regional markets.
There has been substantial work on IT systems and products. Google
Apps have now been rolled out to 13,000 colleagues and there have
been 71 foundation IT system enhancements. There have been
important advances to the Group’s digitally enabled products and
processes, drawing on Best of Breed from across the organisation and
with direct input from colleagues in the back office and field services.
Key initiatives realised in the year include:
Customer Content Management (CCM) and self-service portal.
These two transformational tools are now live in North America,
delivering business benefits and improving the customer experience.
The new residential portal, deployed already to 18 brands in the
region, meets customer demand for a 24/7 personalised experience
that includes bill payment, appointment scheduling and service
recommendations. The portal also frees up valuable call agent time
to handle more complex, high value interactions. Alongside this we
have launched a refreshed CCM tool that better empowers our call
agents with detailed customer tracking, a 360 view of the customer
and guided workflows for consistency and best practice. The new
CCM tool has delivered improvements in customer query resolution
and new colleague training.
Enhanced field sales tools.
Valuable new features have been
integrated to our ‘Winning Formula’ residential sales app, which is
also being made available for the first time to our Terminix colleagues.
The app follows the sales process end to end, from site inspection
through to proposal and first appointment scheduling. Additionally,
we’ve integrated the ‘Trusted Advisor’ process within our ServiceTrak
app, further supporting service technicians to generate sales leads
and upsell opportunities. This reflects a strategic focus on closer
alignment between sales and service teams, enabled by technology.
Big data platform.
The development of a data command centre brings
the benefits of fast time access to big data and insights from multiple
sources. It will allow for Terminix data to be integrated and increasingly
provide actionable analytics from across our entire branch network.
We also see exciting AI opportunities with predictive capabilities.
Phase Two
Following completion of Phase One of the integration programme
in 2023, we have embarked on Phase Two – full preparedness for
branch integrations. Phase Two is scheduled to be largely delivered
in approximately the first six months of 2024, with a number of clearly
defined legal, IT and operational goals, including:
• A legal entity merger, critical to enabling branch integrations and
unified contracts
• Roll out of more than 100 IT system features leading up to the
commencement of system migration
• Migration to a single Procurement platform
• Consolidation onto a unified Finance system, including consolidation
to a single expenses and travel management system, followed by
purchase card harmonisation
• Migration of Terminix National Accounts to Rentokil’s single customer
management and billing platform
• Combination of all heritage customer care agents onto a single unified
communications platform
• Completion and sign off on data migration and IT system architecture
configuration
Throughout 2024 we will also continue to co-locate branches ahead of
integration, with approximately an additional 75 properties to be exited
during the year.
Phase Three
The next phase of our integration plan is focused on the migration of
Terminix regions and branches. The first Terminix colleagues will begin
to migrate onto standard systems, data and processes in mid 2024,
with rerouting and technician pay plans introduced approximately
three months later.
We have seven pest control Regions in the US and each integration will
be executed over approximately 10 months from planning to rerouting.
The first six to seven months will be used to develop a specific plan for
the branches being integrated, based upon our best practice playbook.
We anticipate that this will become increasingly standardised as
Terminix markets use similar technologies and systems. The planning
stage includes three test data migrations. This leads up to integration
where the branch systems and data are migrated. There then follows
a three-month period of evaluation leading up to the final part of the
branch integration with branding, rerouting and technician pay plan
and contracts being standardised as appropriate.
Phase Four
The fourth and final phase in 2026 onwards will see the final Terminix
markets and branches complete their integrations.
This will mark the completion of the branch integration programme and
the delivery of our new synergy target in 2026. Post integration, our
ambition is to deliver Organic Revenue Growth in pest control services
of 1.5x the market over the medium term.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
59
Synergies and approximate phasing
There has been strong delivery on cost synergies in 2023 with $69m
of pre-tax P&L net cost synergies achieved, ahead of the guided $60m.
This takes the cumulative P&L benefit from net synergies to $82m since
completion of the transaction.
Continued progress on delivery has validated our assumptions and
given us heightened confidence in the overall opportunity, allowing us
to increase our estimate of synergies achievable from the acquisition.
We now expect to achieve approximately $325m of annual pre-tax
gross cost synergies ($225m net cost synergies) by the end of 2026.
$m
2022
2023
2024
2025
2026
Cumulative
Selling, General
and Admin
synergies
15
73
77
20
185
Field operations
16
29
55
40
140
Gross synergies
15
89
106
75
40
325
Investments
(2)
(20)
(66)
(10)
(2)
(100)
Net synergies
13
69
40
65
38
225
CTA cash
40
92
85
28
5
250
Investments relate to salary and benefits harmonisation, SHE,
innovation centre, IT and branding, as well as additional SOX, audit
and listing costs. They are expected to be incurred 100% in cash.
Total one-time cash cost to achieve synergies are expected to be
c.$250m. Phasing of $131m in 2022-2023, $85m in 2024, $28m in
2025 and c.$5m in 2026. In addition to the $131m of cash synergies
in 2022-2023, we also incurred non-cash costs to achieve of c.$42m
relating to the impairment of the Terminix head office and share-based
integration incentive costs.
Paragon Distribution Business
As part of the Terminix merger, Rentokil acquired a small product
distribution business, Paragon, with revenue of c.$68m and profit of
c.$4m in 2023. This business is largely dependent upon a single,
partially exclusive supplier relationship, which will be discontinued
with effect from 1 April 2024. As a consequence, the decision has been
taken to close this business. North America regional Revenue and
Adjusted Operating Profit in 2024 will be reduced by approximately
$61m and $4m respectively.
Continued strength of bolt-on M&A
We acquired 41 new businesses, comprising 34 in Pest Control and
seven in Hygiene & Wellbeing. A total consideration of c.£261m was
agreed for these acquired businesses with total annualised revenues
of c.£106m in the year prior to purchase. We have added 13 new
businesses in North America during the period with c.£46m revenues
acquired. This included the acquisition in the second half of the year of
Action Pest Control, a Midwest provider ranking #62 on the Pest Control
Technology Top 100 list. There was also a good performance in the
Pacific region with eight deals (annualised revenues of c.£22m), Asia
and MENAT with seven deals (annualised revenues of c.£8m), Europe
(inc. LATAM) with 11 deals (annualised revenues of c.£12m) and two deals
in the UK & SSA region (annualised revenues of c.£18m). In addition,
the Group acquired a further 8% of the share capital of the Rentokil
PCI business in India to take ownership to 65%. The Rentokil
PCI business is already 100% consolidated in the Group accounts.
M&A remains central to our strategy for growth. We will continue to seek
attractive bolt-on deals, both in Pest Control and Hygiene & Wellbeing,
to build density in growth and emerging markets (Cities of the Future).
Our pipeline of prospects remains strong and our current guidance on
spend on M&A for FY 24 is c.£250m.
Central and regional overheads
Central and regional overheads of £121m (at CER and AER) were up
£14m on the prior year (FY 22: £107m at CER and AER) driven by
Terminix related central investments including higher share based
payment charges for the larger combined organisation.
Restructuring costs
The Company reports restructuring costs within Adjusted Operating
Profit. Costs associated with significant acquisitions are reported as
one-off items and are excluded from Adjusted Operating Profit.
Restructuring costs of £9m at CER (£7m at AER) were down £3m on the
prior year (FY 22: £12m at CER and AER). They consisted mainly of costs
in respect of initiatives focused on our North American and Argentinian
transformation programmes.
Interest (at AER)
Adjusted interest of £141m at actual exchange rates was higher year on
year, partly reflecting £86m of annualised interest charges relating to
financing of the Terminix transaction, £15m of lease interest charges and
a £7m offsetting reduction from the impacts of hyperinflation and net
interest received. In the year, hyperinflation of £11m at AER in 2023 was
£11m lower than the prior year (FY 22: £22m) due to devaluation of the
Argentinian peso. Cash interest in FY 23 was £166m (FY 22: £39m)
reflecting both higher interest on debt raised for the Terminix acquisition
and the phasing of coupon payments annually in arrears.
The Adjusted interest summary table on page 62 demonstrates how
the components of our financing drive interest costs and incomes
and the expected range for 2024 at average exchange rates.
Changes in variable interest rates, exchange rates and CPI rates in
hyper-inflationary economies during 2024 will impact the reporting
of interest costs for 2024.
Tax
The income tax charge for the period at actual exchange rates was
£112m on the reported profit before tax of £493m, giving an effective tax
rate (ETR) of 22.7% (FY 22: 21.6%). The Group’s ETR before amortisation
of intangible assets (excluding computer software), one-off and
adjusting items and the net interest adjustments for FY 23 was 23.8%
(FY 22: 19.7%). This compares with a blended rate of tax for the countries
in which the Group operates of 25.1% (FY 22: 23.7%).
Financial Review
continued
60
Rentokil Initial plc
Annual Report 2023
Net debt and cash flow
1
£m at actual exchange rates
Year to Date
2023 FY
£m
2022 FY
£m
Change
£m
Adjusted Operating Profit
898
571
327
Depreciation
300
276
24
Other
30
12
18
Adjusted EBITDA
1,228
859
369
One-off and adjusting items (non-cash)
(11)
(77)
66
Working capital
2
(47)
9
(56)
Movement on provisions
(56)
(12)
(44)
Capex – additions
(211)
(190)
(21)
Capex – disposals
14
5
9
Capital element of lease payments and initial direct costs incurred
(151)
(104)
(47)
Interest
(166)
(39)
(127)
Tax
(100)
(77)
(23)
Free Cash Flow
500
374
126
Acquisitions
(242)
(1,018)
776
Disposal of companies and businesses
19
1
18
Dividends
(201)
(122)
(79)
Cost of issuing new shares
(16)
16
Cash impact of one-off and adjusting items
(107)
(59)
(48)
Other
(6)
(6)
Debt related cash flows:
Cash outflow on settlement of debt related foreign exchange forward contracts
(3)
26
(29)
Net investment in term deposits
1
(1)
Proceeds from new debt
2,383
(2,383)
Debt repayments
(844)
844
Debt related cash flows
(3)
1,566
(1,569)
Net increase/(decrease) in cash and cash equivalents
(40)
726
(766)
Cash and cash equivalents at the beginning of the year
879
242
637
Exchange losses on cash and cash equivalents
(7)
(89)
82
Cash and cash equivalents at end of the financial year
832
879
(47)
Net increase/(decrease) in cash and cash equivalents
(40)
726
(766)
Debt related cash flows
3
(1,566)
1,569
IFRS 16 liability movement
3
(34)
37
Debt acquired
(1)
(946)
945
Bond interest accrual
(1)
(42)
41
Foreign exchange translation and other items
169
(132)
301
Increase in net debt
133
(1,994)
2,127
Opening net debt
(3,279)
(1,285)
(1,994)
Closing net debt
(3,146)
(3,279)
133
1.
Net debt is defined and explained in Note C2 to the Consolidated Financial Statements.
2. Excludes £20m of one-off and adjusting items flowing through working capital in 2023.
Net cash flows from operating activities have risen by 22.8% to
£737m in 2023. Free Cash Flow of £500m was £126m higher than in
FY 22. Higher trading profits resulted from organic and acquisitive
growth. Adjusted EBITDA was £1,228m, up 43.0% versus 2022.
One-off and adjusting items (non-cash) of £11m inflow (FY 22: £77m)
represent Terminix related one-time share incentive schemes and
asset impairments.
The Group had a £47m working capital outflow in FY 23. Working
capital was driven higher by revenue growth, predominantly in North
America and Europe, across receivables and contract cost assets.
Capital expenditure of £211m was incurred in the period (FY 22: £190m),
reflecting a more normal pattern of spend post pandemic and the
inclusion of Terminix capital expenditure. Lease payments were
up 45.2%.
Cash interest payments of £166m were £127m higher than in the prior
year, reflecting the timing of interest charge payments relating to
financing of the Terminix transaction.
Cash tax payments for the period were £100m, an increase of £23m
compared with the corresponding period last year. Adjusted Free
Cash Flow Conversion was 89.4%.
Cash spend on current and prior year acquisitions was £242m, dividend
payments were £201m and the cash impact of one-off and adjusting
items was £107m (largely related to the Terminix acquisition). Foreign
exchange translation and other items of £169m is primarily due to the
weakening of the US Dollar against Sterling. Overall, this led to a change
in net debt of £133m and closing net debt of £3,146m.
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. Details of the scenarios
modelled are explained in the Material Accounting Policies section
of the Annual Report.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
61
Funding
As at 31 December 2023, the Group had liquidity headroom in the
region of £1,600m, including £785m ($1.0bn) of undrawn revolving
credit facility (RCF), with a maturity date of October 2028. The net debt
to Adjusted EBITDA ratio was 2.6x at 31 December 2023 (31 December
2022: 3.8x). The net debt to EBITDA ratio was 2.8x at 31 December 2023
(31 December 2022: 4.6x). In July 2023, S&P Global reaffirmed the
Group’s BBB investment grade credit rating; and in October 2023 the
Group got a second rating (BBB with a stable outlook) from Fitch Ratings.
The interest rate on approximately 81% of the Group’s debt including
leases is fixed. The Group has no debt maturities until November 2024.
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:
• cash generation in the year;
• future cash generation;
• cash availability at the point of dividend;
• profits available for distribution;
• cash required to invest in capital; and
• expenditure and acquisitions.
The Board is recommending a final dividend in respect of 2023 of
5.93p per share, payable to shareholders on the register at the close
of business on 5 April 2024, to be paid on 15 May 2024. This equates to
a full-year dividend of 8.68p per share, an increase of 15.0% compared
to 2022. The last day for DRIP elections is 23 April 2024.
Technical guidance update for FY 24
Expected P&L outcomes
• Restructuring costs: £5m; and one-off and adjusting items
excl. Terminix: c.£10m
• Terminix integration costs to achieve
1
: c.$90m-$100m
• Central and regional overheads, including Terminix related
investments. £145m-£150m
• P&L adjusted interest costs: c.£135m-£145m
2
, incl. £10m-£15m
of hyperinflation (at AER)
• Estimated Adjusted Effective Tax Rate: 25%-26%
• Share of Profits from Associates: c.£8m-£10m
• Impact of FX within range of -£25m to -£35m
3
• Intangibles amortisation: £175m-£185m
• Due to closure of the Paragon distribution business, North America
regional Revenue and Adjusted Operating Profit in 2024 will be
reduced by approximately $61m and $4m respectively.
Expected cash outcomes
• Overall one-off and adjusting items: c.£85m-£95m
• Working capital: c.£50m-£60m and c.£55m-£65m of
provision payments
• Capex excluding right of use (ROU) asset lease payments:
£250m-£260m
• Cash interest: c.£160m-£170m
• Cash tax payments: £115m-£125m
• Anticipated spend on M&A in 2024 of c.£250m
1. Reported as one-off and adjusting items and excluded from Adjusted
Operating Profit and Adjusted PBT.
2. Interest costs will be impacted by refinancing decision taken around the
maturity of the €400m bond with a maturity date of November 2024.
3. Based on maintenance of current FX rates.
Adjusted Interest summary
1
Amount
Rate
Fixed/
Floating
2023
AER
£m
2024
CER
£m
Bonds and swaps
EUR
400
0.95%
Fixed
EUR
500
0.88%
Fixed
EUR
600
0.50%
Fixed
EUR
850
3.88%
Fixed
15
15
EUR
600
4.38%
Fixed
23
23
GBP
400
5.00%
Fixed
20
20
Amortised Cost
Fixed
4
3
Swaps
3.53%
(avg)
Fixed
42
40
Total
104
101
Term Loan
USD
700
5%-6%
Float
31
23
Lease Interest
Float
25
26
Other Interest
Float
18
23
Total Other
43
49
Finance cost
2
178
173
Interest received
(26)
(20)
Hyperinflation
(11)
(13)
Finance income
3
(37)
(33)
Adjusted Interest
141
140
Amortisation of discount on legacy provisions
2
11
10
Gain on hedge accounting recognised in finance
income/cost
3
(11)
2023 average FX rate for £/€: 1.1503 and £/$: 1.2441
1. For a full reconciliation of statutory interest measures to Adjusted Interest,
please see Use of Non-IFRS Measures on page 65.
2. 2023 Finance costs totalled £189m. See Note C8.
3. 2023 Finance income totalled £(48)m See Note C9.
Stuart Ingall-Tombs
Chief Financial Officer
7 March 2024
Financial Review
continued
62
Rentokil Initial plc
Annual Report 2023
Use of Non-IFRS Measures
Reconciliation of non-IFRS measures to the nearest IFRS measure
The Group uses a number of non-IFRS measures to present the financial performance of the business. These are not measures as defined under
IFRS, but management believe that 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 that will contribute to future performance. The Group’s internal
strategic planning process is also based on these measures and they are used for management incentive purposes. They should be viewed as
complements to, and not replacements for, the comparable IFRS measures. Other companies may use similarly labelled measures which are
calculated differently to the way the Group calculates them, which limits their usefulness as comparative measures. Accordingly, investors should
not place undue reliance on these non-IFRS measures.
The following sets out an explanation and the reconciliation to the nearest IFRS measure for each non-IFRS measure.
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 presentation 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 is calculated by translating
current-year reported numbers at the full-year average exchange rates for the prior year. It is used to give management and other users of
the accounts clearer comparability of underlying trading performance against the prior period by removing the effects of changes in foreign
exchange rates. The major exchange rates used for 2023 are £/$ 1.2441 (2022: 1.2421) and £/€ 1.1503 (2022: 1.1717). Comparisons are with the
year ended 31 December 2022 unless otherwise stated.
Organic Revenue Growth
Acquisitions are a core part of the Group’s growth strategy. The Organic Revenue Growth measures (absolute and percentage) are used to
help investors and management understand the underlying performance, positive or negative, of the business, by identifying Organic Revenue
Growth excluding the impact of Acquired Revenue. This approach isolates changes in performance of the Group that take place under the
Company’s stewardship, whether favourable or unfavourable, and thereby reflects the potential benefits and risks associated with owning
and managing a professional services business.
Organic Revenue Growth is calculated based on year-over-year revenue growth at CER to eliminate the effects of movements in foreign
exchange rates.
Acquired Revenue represents a 12-month estimate of the increase in Group revenue from each business acquired. Acquired Revenue is
calculated as: a) the revenue from the acquisition date to the year end in the year of acquisition in line with IFRS 3; and b) the pre-acquisition
revenues from 1 January up to the acquisition date in the year of acquisition. The pre-acquisition revenue is based on the previously reported
revenues of the acquired entity and is considered to be an estimate.
In the year a business is acquired, all of its revenue reported under a) above is classified as non-organic growth. In the subsequent first full
financial year after acquisition, Organic Revenue Growth is calculated for each acquisition as the reported revenue less Acquired Revenue.
At a Group level, calculating Organic Revenue Growth therefore involves isolating and excluding from the total year-over-year revenue change:
i) the impacts from foreign exchange rate changes, ii) the growth in revenues that have resulted from completed acquisitions in the current period,
and iii) the estimate of pre-acquisition revenues from each business acquired. The sum of ii) and iii) is equal to the total Acquired Revenues for all
acquisitions. The calculated Organic Revenue is expressed as a percentage of prior year revenue. Prior year revenue is not ‘pro-forma’ adjusted
in the calculation, as any such estimated adjustments would have an immaterial impact.
If an acquisition is considered to be a material transaction, such as the Terminix acquisition in October 2022, the above calculation is amended
in order to give a ‘pro-forma’ view of any Organic Revenue Growth for the full financial year in the year of acquisition, as if the acquisition had
been part of the Group from the beginning of the prior year. The pro-forma calculation is completed using pre-acquisition revenues to normalise
current and prior periods as shown in the table below. These revenue normalisations are considered estimates, and ensure that the potentially
larger Organic Revenue Growth is measured over a denominator that includes the material acquisition. The same adjustments are made to our
North America and Pest Control segment revenues for 2022 and 2023 as a result of the material Terminix acquisition.
While management believes that the methodology used in the calculation of Organic Revenue is representative of the performance of the Group,
the calculations may not be comparable to similarly labelled measures presented by other publicly traded companies in similar or other industries.
North
America
£m
Europe
(incl. LATAM)
£m
UK &
Sub-Saharan
Africa
£m
Asia &
MENAT
£m
Pacific
£m
Central and
regional
£m
Total
£m
2022 Revenue
1,849
941
365
321
227
11
3,714
Adjustment for Terminix pre-acquisition 2022 Revenue¹
1,310
23
1,333
Normalised 2022 Revenue (base for Organic Revenue
Growth percentage)
3,159
964
365
321
227
11
5,047
Revenue from 2023 acquisitions (at 2022 CER)²
33
7
15
6
14
75
Revenue from 2022 acquisitions (at 2022 CER)³
25
27
1
7
4
64
Organic Revenue Growth 2023 (at 2022 CER)⁴
97
80
13
23
16
(1)
228
Exchange differences
(8)
3
(4)
(18)
(12)
(39)
2023 Revenue (at AER)
3,306
1,081
390
339
249
10
5,375
Organic Revenue Growth %
3.0%
8.3%
3.4%
7.1%
6.8%
(4.4)%
4.5%
Year-over-year change in disinfection revenue
(1)
(8)
(9)
(18)
Organic Revenue Growth excluding disinfection %
3.1%
9.2%
3.5%
10.2%
6.8%
(4.4)%
4.9%
1.
The adjustment brings in 2022 pre-acquisition revenue back to the first day of the prior financial period for the acquired Terminix entities.
2. Revenue from completed acquisitions in the current period.
3.
Revenue from each business acquired by the Group in the previous financial year through to the 12-month anniversary of the Group’s ownership.
4.
Organic Revenue Growth includes Organic Revenue Growth for all entities in the Group as at 31 December 2022.
Rentokil Initial plc
Annual Report 2023
63
Strategic Report
Other Information
Financial Statements
Corporate Governance
Use of Non-IFRS Measures
continued
North
America
£m
Europe
(incl. LATAM)
£m
UK &
Sub-Saharan
Africa
£m
Asia &
MENAT
£m
Pacific
£m
Central and
regional
£m
Total
£m
2021 Revenue
1,291
832
354
271
197
12
2,957
Adjustment for Terminix pre-acquisition 2021 Revenue
1
1,412
33
1,445
Normalised 2021 Revenue (base for Organic Revenue
Growth percentage)
2,703
865
354
271
197
12
4,402
Revenue from 2022 acquisitions (excluding Terminix)
(at 2021 CER)
2
15
38
6
7
66
Revenue from 2021 acquisitions (at 2021 CER)
3
48
11
12
4
75
Organic Revenue Growth 2022 (at 2021 CER)
4
89
55
11
19
13
(1)
186
Exchange differences
305
(5)
13
6
319
Remove Terminix pre-acquisition 2022 Revenue (at AER)
5
(1,311)
(23)
(1,334)
2022 Revenue (at AER)
1,849
941
365
321
227
11
3,714
Organic Revenue Growth %
3.2%
6.3%
3.1%
6.8%
7.5%
(11.9)%
4.2%
Year-over-year change in disinfection revenue
(61)
(21)
(6)
(7)
(1)
(96)
Organic Revenue Growth excluding disinfection %
5.7%
9.1%
4.9%
11.0%
7.9%
(11.9)%
6.6%
1.
The adjustment brings all 12 months of 2021 pre-acquisition revenue for the acquired Terminix entities.
2. Revenue that has resulted from completed acquisitions in the current period.
3.
Revenue from each business acquired by the Group in the previous financial year through to the 12-month anniversary of the Group’s ownership.
4.
Organic Revenue Growth includes Organic Revenue Growth for all entities in the Group as at 31 December 2021 and for Terminix in the period since acquisition on 12 October 2022.
5. Removal of the acquired entities of Terminix 2022 revenue pre-acquisition revenues at current-year exchange rates from the first day of the period to the anniversary of acquisition.
Adjusted expenses and profit measures
Adjusted expenses and profit measures are used to give investors and management a further understanding of the underlying profitability
of the business over time by stripping out income and expenses that can distort results due to their size and nature. Adjusted profit measures
are calculated by adding the following items back to the equivalent IFRS profit measure:
• amortisation and impairment of intangible assets (excluding computer software);
• one-off and adjusting items; and
• 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 181).
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 environmental liabilities, and payments or receipts as a result of legal disputes. An analysis
of one-off and adjusting items is set out below.
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 amortisation of discount on legacy provisions and gains and losses on hedge
accounting.
Adjusted expenses are one-off and adjusting items, and Adjusted Interest. Adjusted profit measures used are Adjusted Operating Profit,
Adjusted Profit Before and After Tax, and Adjusted EBITDA. Adjusted Earnings Per Share is also reported, derived from Adjusted Profit After Tax.
One-off and adjusting items
An analysis of one-off and adjusting items is set out below.
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
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
22
Other
1
2
Total
136
(20)
(59)
64
Rentokil Initial plc
Annual Report 2023
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
2023
Acquisition and integration costs
13
(2)
(13)
Fees relating to Terminix acquisition
1
(25)
Terminix integration costs
81
(21)
(74)
Other
3
(1)
5
Total
98
(24)
(107)
Adjusted Interest
Adjusted Interest is calculated by adjusting the reported finance income and costs by net interest adjustments (amortisation of discount on legacy
provisions and foreign exchange and hedge accounting ineffectiveness).
2023
AER
£m
2022
AER
£m
Finance cost
 189 
 79 
Finance income
(48) 
(49) 
Add back:
Amortisation of discount on legacy provisions
(11) 
(3) 
Foreign exchange and hedge accounting ineffectiveness
 11 
 21 
Adjusted Interest
 141 
 48 
Adjusted Operating Profit
Adjusted Operating Profit is calculated by adding back one-off and adjusting items, and amortisation and impairment of intangible assets
to operating profit.
2023
£m
2022
£m
Operating profit
625
317
Add back:
One-off and adjusting items
98
136
Amortisation and impairment of intangible assets
1
175
118
Adjusted Operating Profit (at AER)
898
571
Effect of foreign exchange
(1)
Adjusted Operating Profit (at CER)
897
571
1.
Excluding computer software.
Adjusted Profit Before and After Tax
Adjusted Profit Before Tax is calculated by adding back net interest adjustments, one-off and adjusting items, and amortisation and impairment of
intangible assets to profit before tax. Adjusted Profit After Tax is calculated by adding back net interest adjustments, one-off and adjusting items,
amortisation and impairment of intangible assets, and the tax effect on these adjustments to profit after tax.
2023
IFRS
measures
£m
Net interest
adjustments
£m
One-off and
adjusting items
£m
Amortisation and
impairment of
intangibles
1
£m
Non-IFRS
measures
£m
Profit before income tax
493
98
175
766
Adjusted Profit Before Tax
Income tax expense
(112)
(2)
(24)
(44)
(182)
Tax on Adjusted Profit
Profit for the year
381
(2)
74
131
584
Adjusted Profit After Tax
2022
IFRS
measures
£m
Net interest
adjustments
£m
One-off and
adjusting items
£m
Amortisation and
impairment of
intangibles
1
£m
Non-IFRS
measures
£m
Profit before income tax
296
(18)
136
118
532
Adjusted Profit Before Tax
Income tax expense
(64)
3
(20)
(24)
(105)
Tax on Adjusted Profit
Profit for the year
232
(15)
116
94
427
Adjusted Profit After Tax
1.
Excluding computer software.
Rentokil Initial plc
Annual Report 2023
65
Strategic Report
Other Information
Financial Statements
Corporate Governance
Use of Non-IFRS Measures
continued
Adjusted EBITDA
Adjusted EBITDA is calculated by adding back finance income, finance cost, share of profit from associates net of tax, income tax expense,
depreciation, one-off and adjusting items, and amortisation, impairment of intangible assets and other non-cash expenses to profit for the year.
2023
£m
2022
£m
Profit for the year
381
232
Add back:
Finance income
(48)
(49)
Finance cost
189
79
Share of profit from associates net of tax
(9)
(9)
Income tax expense
112
64
Depreciation
300
276
Other non-cash expenses
30
12
One-off and adjusting items
98
136
Amortisation and impairment of intangible assets
1
175
118
Adjusted EBITDA
1,228
859
1.
Excluding computer software.
Adjusted Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of
shares in issue during the year, and is explained in Note A2 to the Consolidated Financial Statements. 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 and is shown below.
For Adjusted 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 are explained in Note A2 to the Consolidated Financial Statements.
2023
£m
2022
£m
Profit attributable to equity holders of the Company
 381 
 232 
Add back:
Net interest adjustments
 – 
 
(18) 
One-off and adjusting items
 98 
 136 
Amortisation and impairment of intangibles
1
 175 
 118 
Tax on above items
2
(70) 
(41) 
Adjusted profit attributable to equity holders of the Company
 584 
 427 
Weighted average number of ordinary shares in issue (million)
 2,516 
 2,002 
Adjustment for potentially dilutive shares (million)
 11 
 12 
Weighted average number of ordinary shares for diluted earnings per share (million)
 2,527 
 2,014 
Basic Adjusted Earnings Per Share
 23.19p 
21.34p
Diluted Adjusted Earnings Per Share
 23.08p 
21.22p
1.
Excluding computer software.
2.
The tax effect on add-backs is as follows: one-off and adjusting items £24m (2022: £20m); amortisation and impairment of intangibles £44m (2022: £25m); and, net interest adjustments £2m
(2022: £(3)m).
Adjusted cash measures
The Group aims to generate sustainable cash flow in order to support its acquisition programme and to fund dividend payments to shareholders.
Management considers that this is useful information for investors. Adjusted cash measures in use are Free Cash Flow, Adjusted Free Cash Flow,
and Adjusted Free Cash Flow Conversion.
Free Cash Flow
Free Cash Flow is measured as net cash flows from operating activities, adjusted for cash flows related to the purchase and sale of property,
plant, equipment and intangible 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. Free Cash Flow is used by management for incentive purposes and is a measure
shared with and used by investors.
66
Rentokil Initial plc
Annual Report 2023
A reconciliation of net cash flows from operating activities in the Consolidated Cash Flow Statement to Free Cash Flow is provided in the
table below.
2023
£m
2022
£m
Net cash flows from operating activities
737
600
Purchase of property, plant, and equipment
(167)
(153)
Purchase of intangible assets
(44)
(37)
Capital element of lease payments and initial direct costs incurred
(151)
(104)
Proceeds from sale of property, plant and equipment, and software
14
5
Cash impact of one-off and adjusting items
107
59
Dividends received from associates
4
4
Free Cash Flow
500
374
Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion
Adjusted Free Cash Flow Conversion is provided to demonstrate to investors the proportion of Adjusted Profit After Tax that is converted to cash.
It 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.
Product development additions are adjusted due to their variable size and non-underlying nature. Net investment hedge cash interest through
Other Comprehensive Income is adjusted because the cash relates to an item that is not recognised in Adjusted Profit After Tax.
2023
£m
2022
£m
Free Cash Flow
500
374
Product development additions
10
10
Net investment hedge cash interest through Other Comprehensive Income
12
8
Adjusted Free Cash Flow (a)
522
392
Adjusted Profit After Tax (b)
584
427
Adjusted Free Cash Flow Conversion (a/b)
89.4%
91.8%
The nearest IFRS-based equivalent measure to Adjusted Free Cash Flow Conversion would be Cash Conversion, which is shown in the table below
to provide a comparison in the calculation. Cash Conversion is calculated as net cash flows from operating activities divided by profit attributable
to equity holders of the Company, expressed as a percentage. Management considers that this is useful information for investors as it gives an
indication of the quality of profits, and ability of the Group to turn profits into cash flows.
2023
£m
2022
£m
Net cash flows from operating activities (a)
737
600
Profit attributable to equity holders of the Company (b)
381
232
Cash Conversion (a/b)
193.4%
258.6%
Adjusted Effective Tax Rate (Adjusted ETR)
Adjusted Effective Tax Rate is used to show investors and management the rate of tax applied to the Group’s Adjusted Profit Before Tax.
The measure is calculated by dividing Adjusted Income Tax Expense by Adjusted Profit Before Tax, expressed as a percentage.
2023
£m
2022
£m
Income tax expense
112
64
Tax adjustments on:
Amortisation and impairment of intangible assets
1
44
24
Net interest adjustments
2
(3)
One-off and adjusting items
24
20
Adjusted Income Tax Expense (a)
182
105
Adjusted Profit Before Tax (b)
766
532
Adjusted Effective Tax Rate (a/b)
23.8%
19.7%
1.
Excluding computer software.
The Group’s effective tax rate (ETR) for 2023 on reported profit before tax was 22.7% (2022: 21.6%). The Group’s Adjusted ETR before
amortisation of intangible assets (excluding computer software), one-off and adjusting items, and the net interest adjustments for 2023 was
23.8% (2022: 19.7%). This compares with a blended rate of tax for the countries in which the Group operates of 25.1% (2022: 23.7%). The Group’s
low tax rate in 2023 is primarily attributable to net prior-year tax credits of £12m (2022: £9m).
The Group’s tax charge and Adjusted 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.
Rentokil Initial plc
Annual Report 2023
67
Strategic Report
Other Information
Financial Statements
Corporate Governance
Responsible Business
Inside this section
69
Social sustainability statement
69
Our colleagues
70
Our suppliers
71
Our customers
71
Our communities
72 Environment sustainability statement
72
Progress in 2023
75
Task Force on Climate-related
Financial Disclosures report
81
2023 emissions data
82 Governance sustainability statement
82
CSRD preparation
2023 has seen several developments in
Environmental, Social and Governance (ESG)
reporting requirements.
For three years we have reported against the
Sustainability Accounting Standards Board
(SASB) standard for our sector of Commercial
Services, and this will now be incorporated
into our
Social sustainability statement
along
with updates on our colleagues, customers,
suppliers and communities, and links to other
relevant information. More information can be
found on pages 69 to 71.
The Financial Conduct Authority’s new Listing
Rules requirements on diversity-related
reporting came into effect during the year.
Further details on our targets related to the
representation of women and ethnic minorities
on the Board can be found on page 128.
At Rentokil Initial, being a responsible business means working with our
colleagues to create a safe workplace; protecting the environment through
our innovations and more efficient ways of operating; supporting customers
with high levels of service; protecting the resilience of our operations; actively
contributing to our communities; and managing our governance to provide
our stakeholders with confidence and transparency. These responsible
business priorities are aligned with those of our key stakeholders
(see page 83) and are driven by our mission and business strategy.
Within our
Environment sustainability
statement
, we provide a review of our good
progress against our environment plan in
2023 (see pages 72 to 74) and include our
third report against the Task Force on
Climate-related Financial Disclosures (TCFD)
standard, which can be found on pages 75
to 81.
We are also taking our first steps towards the
International Sustainability Standards Board
(ISSB) disclosure standards (IFRS S1 General
Requirements and IFRS S2 Climate-related
Disclosures), having completed a high-level
assessment against the standards. This shows
that we are already disclosing against many
of the requirements.
In addition, in our
Governance sustainability
statement
we outline the process that we have
undertaken to prepare the Company to meet
the new Corporate Sustainability Reporting
Directive (CSRD). In the coming years, we will
continue to enhance our climate and social
sustainability disclosures to ensure alignment
with new reporting requirements.
Independent Accreditation
We aim to engage positively with all
stakeholders and continued to receive
strong independent ratings for our ESG
activities in 2023:
96th
percentile
score.
Yearbook
member.
Low Risk.
Strong
Management.
AA rating.
68
Rentokil Initial plc
Annual Report 2023
Our colleagues
Rentokil Initial defines a responsible
workplace as one focused on safety,
underpinned by a values-driven culture,
and supports our colleagues to develop
a long-term career with the Company.
We are committed to being a world-class
Employer of Choice and employ 62,900
colleagues (2022: 58,600) in 90 countries.
Colleague safety
Above all else, our colleagues’ safety comes
first. This is one of our primary ESG risks and is
managed by a dedicated team with consistent
global policies and performance measures
across the Company.
This year, we have delivered another high
level of colleague safety, improving our Lost
Time Accident rate to 0.31 (against our target
of 0.38) and Working Days Lost to 7.05
(against our target of 7.86). See the table
below for long-term safety performance.
This performance was driven by our ongoing
focus on safety, robust management
standards, and commitment to best practices.
There were no work-related colleague
fatalities in 2023.
Diversity
We strive to ensure that our local businesses
reflect the communities in which we operate
and to create an environment where
everyone’s contribution matters, and everyone
has equal opportunities to succeed.
Our workplace strategy places great emphasis
on 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. In 2023:
• 14,640 (23.3%) of colleagues were female
and 48,291 (76.7%) male;
• 35 (25%) of our senior leaders were female
and 105 (75%) male;
• 52 (25%) of our senior leaders (inc. subsidiary
directors) were female and 157 (75%) male;
and
• three (33.3%) of our Board directors were
female and six (66.6%) male.
Key Performance Indicators
2023
2022
2021
2020
2019
Lost Time Accidents (LTA)¹
0.31
0.39
0.38
0.39
0.53
Working Days Lost (WDL)²
7.05
7.90
8.71
8.46
10.99
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.
From our most recent Fast Track Global
Talent Pool which started in 2023, 10 (45%) of
participants are female, the highest number
we have had in the Fast Track cohort.
In line with The Parker Review we have set a
target to improve our ethnic diversity and
reach 20% of our senior leadership team by
the end of 2027 (2023: 15.5%). This is based
on those colleagues who have provided data,
and excludes those based in countries where
we cannot ask or hold ethnicity information.
Training and development
We support colleagues with a wide range
of training and development opportunities,
including technical training and online
development through U+. Colleagues
undertook 1.96m courses on U+ in 2023 and
over 150 new training courses were developed
by our in-house content development team.
In 2023, we continued to provide
employment opportunities for young people
with 247 apprentices; we accounted for c.5%
of the customer service apprenticeships in
England. We have been placed within the
top 30 apprenticeship employers in England,
being recognised for our commitment to
creating new apprenticeships, the diversity
of our apprentices and the number of
apprentices who successfully achieve
their apprenticeships.
More information can be found in the
Responsible Business Report, which is
available on our website.
This Social Sustainability Statement provides
an update on activities and performance for
colleagues, customers, and communities.
Activities are undertaken with consistent,
global policies, measures, and management
approaches.
Within our risk register, as a service
organisation, many of our country-level
operational risks are people and customer
related, such as effective colleague
recruitment and retention. The importance
of social sustainability is also reflected
in the SASB standards for our sector of
Commercial Services:
Data security,
pages 71 and 116
Colleague retention,
pages 16 and 22
Workforce diversity,
pages 69 and 128
Board diversity,
pages 128 and 129
Workforce engagement,
page 70
Professional integrity,
pages 82 and 116
0.31
Lost Time Accident rate
2022: 0.39
7.05
Working Days Lost rate
2022: 7.90
84.2
%
Colleague retention rate
2022 (restated): 79.5%
1.96
m
Training activities completed in 2023
on U+ Online
22,199
Job applications received via the
Careers+ app in 2023
Social sustainability
statement
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
69
Colleague engagement
This year, we undertook Your Voice Counts
(YVC), a global, confidential survey, which
provides every colleague with the chance
to give feedback on workplace culture,
leadership, customer focus, development,
and line manager performance. The survey
is undertaken every two years.
We maintained our strong levels of
engagement (79%, in line with the Global
Company Norm) and enablement (83%,
which was 5ppts ahead of the Global
Company Norm). We received excellent
feedback on the questions relating to
Safety, Health, and Environment (SHE),
‘My Manager’, and Diversity, Equality,
and Inclusion.
The survey results also demonstrated that
colleagues support the Company’s
approach and focus on safety – a key ESG
risk – which continues to be our highest
performing category.
Areas which fall below the Global Company
Norm include satisfaction with benefits and
manager support for development.
Absolute scores for Engagement were
generally lower than for Enablement.
90
%
Participation rate
of 90% or 54,300
colleagues, 10ppts above average
+
17
ppts
Colleagues scored
‘Equal Opportunities’
in Rentokil Initial, 17ppts above the Global
Company Norm
+
5
ppts
Colleagues scored
‘I receive the Training
and Development to do my job well’,
5ppts above the Global Company Norm
+
7
ppts
Colleagues scored
‘I have the tools and
equipment to do my job well’,
7ppts above
the Global Company Norm
+
7
ppts
Colleagues scored
‘clear and regular
feedback on my performance’,
7ppts above
the Global Company Norm
+
8
ppts
Colleagues scored
‘I would recommend
our services and products to others
(friends, family)’,
8ppts above the Global
Company Norm
Colleague retention
In 2023, colleague retention increased
globally by 4.7% to 84.2%. All regions
improved year on year.
In 2023, our North America region increased
colleague retention by 5.0ppts. This has been
achieved through a wide-ranging programme
including:
• launch of a consistent retention dashboard
and manager training;
• empowering leaders to meet with colleagues
to identify potential issues before they
escalate and exploring potential solutions
that may encourage a colleague to stay;
• mentoring resources; and
• consistent and enhanced new hire and
onboarding experiences with a clear plan
for the first three days, welcome kits and
communications, plus one-month and
six-month onboarding surveys.
Please see our Group KPIs on page 22.
Recruitment
Our Career+ app has also seen continued
success across Rentokil Initial and has been
successfully launched in Terminix. The app
provides colleagues with a tool to share job
vacancies externally on social media and to
view roles across the organisation, allowing
them to seek out potential opportunities
for progression or roles more suitable for
their needs.
In 2023, Career+ received more than 22,000
job applications – 16,480 external and 5,719
from existing colleagues – with no advertising
or recruitment fees. In addition, the Company
has launched a new global career portal.
Responsible Business
continued
Our suppliers
The supply of products to our global
businesses is managed through the Group
Procurement team.
We purchase a wide variety of hardware and
equipment such as rodent traps, insect light
traps, and bird protection devices which
are typically designed internally and either
manufactured in-house or sourced externally
from specialist suppliers.
In our sourcing decisions, compliance with
Rentokil Initial 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. Suppliers that do
not conform to required standards during
the pre-selection evaluation are eliminated
from the tender process. If an area of
non-compliance is discovered at a new
or existing supplier, they are given the
opportunity to address and resolve the issue,
with our support where required.
For further details, please see Governance on
page 82 and our Modern Slavery Statement
which is available on
rentokil-initial.com
My manager provides clear
and regular feedback on
my performance
My manager is good at
recognising my performance
when I do a good job
My manager coaches me
in my development
+
8
%
Terminix service technician
retention has increased by 8%
since our acquisition closed in
October 2022
22,000
+
Job applications delivered by our
Career+ app in 2023
2015
2017
2019
2021
2023
70
75
76
79
81
68
62
74
69
75
71
78
73
80
75
Key line manager behaviours over time
Source: Your Voice Counts survey
70
Rentokil Initial plc
Annual Report 2023
Our customers
A responsible partner
Rentokil Initial’s services protect people from
the health dangers of pests, enhance lives
with greater standards of hygiene and better
workplace environments, and protect our
planet through ever more sustainable services
for customers.
Providing outstanding customer service is
a key component of our business model.
We set out to engage our customers to fully
understand their needs and provide innovative
services to meet their requirements.
Customers range from multinationals to
local businesses and people at home.
In 2023, our State of Service (Group KPI)
reached 97.8% (2022: 95.9%), ahead of our
95% global target.
Innovation
Innovation is an integral part of our business,
which not only provides our customers with
more efficient and best-in-class products and
services, but also ensures our operations are
conducted more efficiently and sustainably.
Our innovation pipeline is focused on
developing non-toxic solutions, more
sustainable products, and digital services.
Our innovation projects are mainly generated
in-house, through our science and innovation
teams, or as a result of insights gained from
our businesses and customers 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.
In 2024, we will open our first dedicated pest
control innovation centre in the US.
To read more about sustainable innovation,
see our Environment Sustainability Statement
on page 72.
Digital services
Rentokil Initial uses digital technologies to set
new standards in the protection of people
from the risks of pest-borne disease. This is
a contracted service for customers such as
food producers and retailers.
PestConnect
PestConnect offers 24/7 monitoring and
therefore more effective control of rodents.
By the end of 2023, we had c.356,000
PestConnect units operating in customer
premises, an increase of c.23% year on year.
In 2023, we began to undertake a series of
customer trials in the use of micro digital
camera technology and Artificial Intelligence
(AI) to remotely monitor, identify, and alert
technicians and customers to rodent activity.
Cameras were installed in customers’
premises in areas such as roofing voids and
behind ceiling panels which may be difficult
to reach.
Digital technologies
Digital technologies are increasingly
deployed across the Company to enhance
the experience of colleagues and customers,
and to add efficiency and insight.
In 2023, we began to investigate the use of AI
to enhance the efficiency and effectiveness of
our operations. Activities included:
• a private AI cloud setup was completed;
• we saw encouraging outcomes from initial
Proof of Concepts;
• an AI Blueprint definition is under
development; and
• we have identified four initial-use cases
focused on Organic growth: Sales lead
conversion, contract renewals and pricing
execution, sales lead qualification, and
customer retention.
Digital security
Like all organisations, we continue to identify,
monitor, and mitigate the risk of cyber attacks.
We have a dedicated IT security team who are
supported by external specialists.
We continue to invest in IT security, ensuring
that the security posture of our systems and
services are maintained at an appropriate level
and this is monitored and regularly improved.
Our approach to data protection is aligned
with the key requirements of established
global data protection and privacy laws.
Further information is available on page 116
in our Corporate Governance report.
Our communities
Our approach to charitable and community
engagement is in line with our core social
purpose of Protecting People, Enhancing Lives
and Preserving our Planet. We also aim to
make a meaningful contribution to the local
economy and to support the communities
where we operate.
Rentokil Initial Cares is our global charity and
community programme which supports
colleagues’ local efforts, alongside national
and global initiatives. It supports charities and
good causes which have significant impacts
in many parts of the world, such as protecting
families from the threat of malaria in Africa
and reducing deforestation in the Pacific
and Africa.
In 2023, we donated £569,000 to charities
and good causes. This excludes gifts in kind
and product donations.
To mark the first anniversary of Rentokil
Terminix, we held a Spirit Day. The event was
about giving back to the communities in which
colleagues live and work with a month-long
food drive. We committed donations of
$70,000 to Feeding America and $30,000 to
Second Harvest in Canada. Colleagues also
donated cans and other non-perishable foods
to local charities.
During the year we donated £25,000 to the
UNICEF Syria-Türkiye Emergency Appeal.
See our Responsible Business Report 2023
for further details.
Social value
Better Futures is one of Rentokil Initial’s
key long-term community initiatives.
Predominantly focused on India, the
programme delivers basic health education
to local community members, schools,
and charities.
More than 39,500 children and adults have
participated in educational events over the
past 10 years through Better Futures.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
71
Responsible Business
continued
1. Chemicals
Our aim is to minimise the use of chemicals
in pest control through Integrated Pest
Management (IPM) processes, digital
connected solutions and non-toxic devices.
We use a range of non-toxic and sustainable
solutions, such as the use of heat treatments,
where possible. We only use products that are
on our authorised product list.
Before a technician undertakes pest control
activities, a site risk assessment is undertaken
to evaluate the correct response to deal with
the infestation. Alternative integrated pest
management strategies, such as proofing
and improved housekeeping are advised
where appropriate. Around 10 million site
risk assessments were undertaken in 2023.
Operations are undertaken in line with local
regulations and the use of rodenticide in line
with the practices identified by the Campaign
for the Responsible Rodenticide Use.
Development of non-toxic solutions
In pest control, before any treatment is
considered, we consider barriers, such as
proofing and exclusion materials under doors
or in gaps next to pipes, that might solve the
pest problem.
In 2023 we continued to roll out 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.
Use of heat treatments is a chemical-free
method of pest control that, through the
targeted application of heat, is effective
against most types of pest insects, such as
bedbugs and cockroaches. It eliminates the
different life stages of insects (egg, larva and
adult) in just one treatment.
Fumigation
Our goal is a 70% reduction in emissions from
fumigations by 2030. This will be tackled
through our Replace-Reduce-Recapture (3R)
initiatives: Replace, to use non-chemical
methods such as heat treatment wherever
possible; Reduce, minimising the space
required to be treated; and Recapture, using
experimental setups and filtration trials.
In 2023, we continued to explore alternatives
for the use of sulfuryl fluoride (SF) as a
fumigant, while ensuring quality of service
is maintained, and made good progress in
the use of methods to reduce the level of
fumigation gas used on customer sites.
We have agreed regional reduction paths
across the Group and are continuing to test
alternative chemicals and prepare country
registration requirements, although approval
may take several years.
The emissions equivalent from fumigation
decreased year on year by 16% in 2023
reflecting our 3R activities and fluctuations
in customer demand.
See page 81 (Environment data) for details
of the emissions equivalent from fumigation
services over time.
2. Consumables
We are continuing to reduce our
environmental impact from paper, soaps,
and plastics.
Our goal is for all hygiene paper products to
hold recognised environmental accreditations
(FSC for virgin fibre, EU Flower or equivalent
for recycled) by 2025. Having set a target of
over 90% by the end of 2022, we were
pleased to confirm that we reached c.96% last
year and we are now working with suppliers to
further improve this.
We are also focused on working with suppliers
to reach 90% of the palm oil used in our
products or services to be sourced from
Roundtable on Sustainable Palm Oil (RSPO)
approved supply chains. We are pleased to
confirm that this target was reached in 2023.
Sustainable
solutions
Chemicals
Consumables
Hardware
2023 progress report: transitioning to lower carbon operations
Our environment plan features eight
workstreams, which made good progress
in 2023.
Environment
sustainability
statement
This Environment Sustainability Statement
provides an update on our journey towards
more environmentally friendly operations and
services, and progress towards our target to
reach net zero carbon emissions from our
operations by the end of 2040. Activities are
undertaken with consistent global policies,
measures, and management approaches,
executed locally by our country teams.
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.
We have met our previous targets for 10%
(2011–15) and further 20% (2016–19) carbon
efficiency improvements.
In 2020, the Board set a new target to reduce
the emissions intensity index (kilogrammes of
CO
2
per £m revenue on a constant exchange
rate basis) by 20% by the end of 2025 (using
2019 data as the baseline). As of the end of
2023, this efficiency index had achieved a 16%
reduction.
This includes Terminix emissions
and revenue.
This statement includes our Task Force on
Climate-related Financial Disclosures (TCFD)
report for 2023, from page 75 and our
environmental metrics on page 81.
683
ultra-low emission vehicles in our global
fleet (2022: 368)
16
%
decrease in emissions from fumigant
usage in 2023
5
countries with renewable energy
contracts
16
%
reduction in emissions intensity index
(20% target by end of 2025)
72
Rentokil Initial plc
Annual Report 2023
Sustainable
operations
Supply chain
Mobility
Waste
Reduction in use of plastic bags
Strict standard operating procedures for the
On-Site Servicing (OSS) of our sanitary waste
units mitigate 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).
3. Hardware
Rentokil Initial offers a range of services and
products that support our customers to
achieve their own sustainability objectives.
Rodent control
All of our rodent bait stations are now
produced from recycled polymer, including
Eradico, our new global bait station that can
be used with different types of solutions,
including our connected products.
In 2024 we will launch RADAR X, a proprietary
new solution to protect businesses from mice:
• more sustainable with longer battery life,
less packaging and modular build with field
replaceable components to reduce waste;
and
• more robust as the central part of the unit
withstands pressure of up to two metric
tonnes, dust and water resilience to IP65
for a longer service life.
4. Waste
We aim to drive the responsible sourcing of
products and services, and the disposal of
waste, to ensure that we operate at the
highest standard that local infrastructure
allows in each country.
We are committed to reducing the
environmental impact from waste, including
the waste we collect from customers through
our washroom operations, which is a
significant proportion of the waste we manage
in those countries with washroom services.
In some instances, the waste we dispose of is
required by law to be incinerated for health
and safety reasons as it is medical or feminine
hygiene waste. However, where it is possible
and within our control, we have implemented
strategies for increasing the sustainability of
our waste disposal.
During 2023 we:
• used 30% recycled plastic in all medical
waste bags meaning that we are certified
by RecyClass;
• continued to explore new, more sustainable
ways of disposing of hygiene and medical
waste within the legislative restrictions.
In India we have begun to work with a
supplier who uses low temperature
incineration allowing us to reduce the energy
usage of our waste disposal process;
• disposed of 78% of waste from our European
operations via sustainable means, in line with
the European Waste Codes;
• implemented a paper, plastic and e-waste
programme in MENAT;
• battery recycling in Europe reached 75%; and
• continued to refurbish washroom dispensers
in France and Italy, with the addition of insect
light trap refurbishment in Italy.
Flying insect control
Our innovative Lumnia LED fly control range
continues to offer a more effective and
energy-efficient alternative to traditional
fluorescent tubes systems:
• energy savings of up to 79%;
• lamps last 33% longer than other LED units
on the market;
• 80% greater reach than traditional
fluorescent tubes; and
• zero toxic chemicals – no mercury.
Around 445,000 Lumnia units have been sold
since launch in 2017, delivering energy usage
and carbon emissions reductions for our
customers. This year, Lumnia was registered
for use in North America, allowing us to
continue our strategy of offering sustainable
pest control solutions.
In 2024 we will introduce BirdAlert 2.0,
a sustainable solution which uses the audible
calls of different species to scare away
nuisance birds; and EcoCatch, a new fly
control solution, the most sustainably
focused solution created for exterior fly
control in the market.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
73
Global ULEVs in fleet
2020
75
2021
194
2022
368
2023
683
Responsible Business
continued
Sustainable
workplace
Properties
Culture
6. 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.
We are continuing to work with transport and
logistics suppliers to reduce the environmental
footprint of our supply chain. See page 81 for
Scope 3 emissions.
7. Properties
To reduce our emissions from purchased
electricity, our strategy is to introduce green
energy or renewable tariffs for our owned
buildings, focusing on our top 20 countries.
Renewable energy contracts in the UK, Italy,
the Pacific region, and for the first time, in
India, have reduced our carbon footprint by
1,915 tonnes in 2023.
We also focus on energy efficiency in our
properties. This includes the installation of
LED lighting in branches and warehouses,
and new systems for lights, heating, and air
conditioning, with motion sensors to switch off
automatically after a certain period of time.
In 2023, our Workwear plants in France
saw an increase in their water efficiency –
improving by 6% (9.9 litres/kg in 2023, down
from 10.5 in 2022).
8. 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 (YVC)
all-colleague confidential survey, giving us
a better understanding of the views of our
colleagues on our commitments and efforts
towards our climate targets.
In our 2023 YVC survey, 83% agreed that
the Company is making the right decisions
to ensure we operate as an environmentally
friendly business (4% unfavourable), and 84%
agreed that the Company delivers products
and services responsibly and sustainably (3%
unfavourable).
See page 81 for our 2023 emissions and
energy data.
5. Mobility
Our aim is to minimise vehicle emissions
through:
• choosing the optimum size and type of
vehicle which offers the most efficiency;
• selection of ultra-low emission vehicles
(ULEV) or manufacturer model with the
lowest CO
2
e;
• the use of route-planning tools to reduce
journey mileage; and
• the use of telematics for encouraging more
efficient driving.
We now have a range of more sustainable
mobility options across our fleet including
electric vehicles (EVs), plug-in hybrid EVs,
non-plug-in hybrids, e-motorbikes, hybrid
motor bikes and e-trikes, and the use of public
transport where it is feasible.
Our strategy to reduce emissions from mobility
and to transition our fleet to ULEVs by 2040
is continuing to build momentum, with 683
ULEVs (2022: 368) and 1,484 hybrid vehicles
(2022: 1,250) at the end 2023.
c.8% of our UK and Europe fleet are ULEVs as
we make good progress towards our target to
achieve 10% in 2025.
We continue to be limited by a lack of electric
charging infrastructure in some countries, as
well as a limited choice of large, ultra-low
emission vans.
Following the appointment of a new fleet
provider in the USA, in 2023 we continued
to select the lowest CO
2
e vehicle option
available based on providing the right-sized
vehicle and optimum mileage requirements
to provide our services.
2023 progress report: transitioning to lower carbon operations
74
Rentokil Initial plc
Annual Report 2023
Task Force on Climate-related
Financial Disclosures report
The Task Force on Climate-related Financial
Disclosures (TCFD) recommendations set an
important framework for understanding and
analysing climate-related risks, and Rentokil
Initial is committed to regular, transparent
reporting to help communicate and track
our progress.
The information set out on pages 75 to 81 aims
to provide key climate-related information
and cross-references to where additional
information can be found.
TCFD index
Climate-related governance
Describe the Board’s oversight of climate-related risks and
opportunities.
• TCFD, page 76
• Risk Management, pages 88 and 92
• Governance, page 108
• Audit Committee Report, page 120
Describe management’s role in assessing and managing
climate-related risks and opportunities.
• TCFD, page 76
• Our Strategic Priorities, page 19
Climate-related strategy
Describe the climate-related risks and opportunities the organisation
has identified.
• TCFD, pages 78 and 79
Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy, and financial planning
• TCFD, pages 78 and 79
• Audit Committee report, page 120
Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C or
lower scenario.
• TCFD, pages 77 and 79
In accordance with the UK’s Financial Conduct
Authority’s Listing Rule 9.8.6 (8) we confirm
that we have complied with the TCFD
recommendations and 11 disclosures, and we
have responded to these in this report on
pages 75 to 81, and as more broadly reflected
in the TCFD Index below. These disclosures
are also made in accordance with sections
414CA and 414CB of the Companies Act 2006.
In 2023, we have undertaken significant work
to prepare for forthcoming sustainability
regulations. Our activities to prepare for the
Corporate Sustainability Reporting Directive
(CSRD) can be found on page 82.
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. Details of our activities
in 2023 can be found on pages 72 to 74.
During the year, we acquired 41 businesses.
This has increased our absolute carbon
footprint but does not change our 2040
net zero target. We recognise that with
a large global operational footprint this
is a stretching target, but we believe it is
the right thing to do.
Climate-related risk management
Processes for identifying and assessing climate-related risks.
• TCFD, pages 76 and 77
• Risk Management, pages 87 and 88
Processes for managing climate-related risks.
• TCFD, pages 76 and 77
• Risk Management, pages 91 and 92
• Audit Committee Report, page 120
Processes for identifying, assessing, and managing climate-related
risks are integrated into the organisation’s overall risk management.
• TCFD, page 74
• Risk Management, pages 88, 91 and 92
Climate-related 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.
• TCFD, page 81
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 GHG
emissions, and the related risks.
• TCFD, page 81
Describe the targets used by the organisation to manage
climate-related risks and opportunities, and performance against
targets.
• TCFD, page 80
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
75
Responsible Business
continued
The Board’s oversight
In 2023, the Board held sustainability sessions
in June and December. Discussions included:
the Company’s longer-term sustainability
approach, progress and priorities. Risks and
opportunities were discussed such as new
regulation, the move to more sustainable
fumigation, fleet transition, and the
development of more sustainable services.
Assessment and management of
climate-related risks
Our regions have developed sustainability
initiatives in line with our overall net zero
target. The Chief Executive’s monthly
performance reviews include 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).
Climate-related governance
The Board and Executive Leadership team work together to oversee, assess, and manage climate-related risks and opportunities. Our Governance
Framework is detailed on page 105; below we outline the environment and climate-related governance approach.
Vehicle emissions intensity for our 20 largest
operations are presented to the ELT and
GLF (six meetings per year). 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.
Our major countries have an agreed carbon
reduction pathway to net zero from our
operations by 2040 and our activities are
aligned to our Business Model, see pages 14
and 15.
The Audit Committee considered climate
change risks in 2023 (see page 120).
Our Corporate Compliance curriculum is
mandatory training for all managers within
60 days of hire, or promotion to Work Level 3.
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.
We have started the implementation of a new
environment management tool in 2023 and
worked to better understand the forthcoming
regulatory requirements and ensure that our
system is aligned to the latest taxonomy.
Our plan is to make this operational ahead
of the new reporting requirements.
Engagement with our key stakeholders,
particularly colleagues, customers, suppliers,
shareholders and analysts, about our
environmental plan, progress and targets,
continued throughout 2023 and we welcome
opportunities to discuss and review.
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.
The Environmental Steering Team is made up of the Executive Leadership Team as well as Workstream Leaders, which meets at least twice
per year. This year the Environmental Steering Team focused on progress against our plan, in particular the progress being made to find ways
to reduce the climate change impact of our fumigation services as well as progress on our work to ensure we comply with the CSRD.
INFORMING
INFORMING
INFORMING
REPORTING
REPORTING
REPORTING
The Board
Chief Executive and the Executive Leadership Team (ELT)
Environmental Steering Team
Working Parties and Management Committees
Sustainable Mobility Forum
Meets biannually, with colleagues
around the world engaged in
sharing of best practices,
providing updates on electric
vehicle readiness and product
deployment strategies.
Sustainable Plastics Forum
Meets biannually, with colleagues
around the world working to
develop and implement plans to
reduce the usage of virgin plastic
products; it shares ideas and
knowledge both internally and
with suppliers to encourage
them to reduce their own
plastic consumption.
Sustainable Waste Forum
Meets biannually, a Group-wide
body working to develop and
implement best practices to
reduce waste.
Group Risk Committee
Comprising the Chief Financial
Officer and six other functional
executives, it monitors the internal
control environment and external
emerging risks, and reviews
internal policies and procedures
for identifying, assessing, and
reporting risks, meeting quarterly.
76
Rentokil Initial plc
Annual Report 2023
Climate-related strategy
and risk management
In 2020, we developed a business-wide
operational strategy (see graphic below) for
climate-related environmental sustainability
and 2023 has seen us continue the execution
of our ambitious plans as we transition to a
more sustainable way of working. This is
fully aligned with our business strategy and
operating model (see pages 14 and 15), 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 our operations by the end
of 2040 is a bold and ambitious target,
particularly given the Terminix integration
in North America.
Our strategy, which is being delivered through
our country operations, is built on three pillars:
Sustainable Solutions, Sustainable Operations
and Sustainable Workplace, and includes
measures to mitigate to the impacts of climate
change (see below).
For more information on our progress on
this strategy in 2023 please read our ‘2023
progress report’ on pages 72 to 74.
In developing this strategy and the associated
targets, we have considered the potential
climate-related risks and opportunities, and
risk management, on pages 78 to 79.
See pages 88 to 93 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 the
case of a material incident (physical risk).
See our Viability Statement on page 94 which
addresses the impact of climate change on
the business model, and page 120 for the
consideration of climate change in the context
of the financial statements.
Scenario analysis
Our strategy is also built on an analysis of
three emissions scenarios through to 2100.
A specialist consultancy conducted an
assessment of each scenario, adopting a
data-driven approach to identify and analyse
physical climate risks facing our operations
and how those risks may manifest differently
in each scenario.
The physical risk survey was conducted across
16 climate risk areas, both acute and chronic.
Acute risks are typically high magnitude/
severity events that occur over a short period
of time whilst chronic hazards are those that
typically occur over a prolonged period.
Overarching
long-term goal:
Rentokil Initial
to 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
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 80)
Eight workstreams
– managing risks and
opportunities with
the local operations
Adaptation to
local climate
change
conditions
Multi-local distributed
operations – sharing
best practices
between operations
and strong business
continuity processes.
Transition to
low carbon
operations
Driving the transition
to low-emission
operations based
on local market
differences (e.g.
availability of
infrastructure for
waste management,
EV charging, etc).
The scenario analysis identified risks and
how those risks may manifest differently
under emissions scenarios: RCP2.6
(aggressive mitigation, assumes that global
annual GHG emissions peak between
2010-20), RCP4.5 (strong mitigation, assumes
that emissions peak around 2040) and
RCP8.5 (business-as-usual, emissions
continue to rise). These Representative
Concentration Pathways represent three
potential trajectories of global emissions set
by the Intergovernmental Panel on Climate
Change (IPCC).
The results reinforced that, while physical
impacts do occur, the overall 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 the field.
The conclusions have supported the
Company’s preparation of 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
financial risks to the wider Company, has
been produced. This report found minimal to
moderate risk to the Company as an ongoing
venture, with any potential effects having little
disruption to our global operations.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
77
Responsible Business
continued
Climate-related risk
management
Our operational and functional teams are
responsible for identifying and analysing
climate-related risks. 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 Company.
Overall, our analysis demonstrates that the
Company is not materially exposed to climate
change events in the short (up to three years)
to medium term (four to ten years), due to its
disaggregated nature, including following the
integration with Terminix. Please see below.
Longer-term (10 years plus) risks require
further analysis as data becomes available.
Our plan and steps to achieve net zero
emissions (page 80) 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 details on our process for managing
risk across the business including risk
identification, assessment and management,
see our risk management process on pages
87 and 88.
Potential climate-related risk
Overall risk likelihood and potential severity
Potential financial impact
Potential physical risks
Loss of physical inventory
from flood, wildfires, or other
climate disaster.
We do not see a material risk in the types of inventories we use being
impacted. There is a risk that storage of our physical inventories could be
impacted; however, stock holding locations are small and immaterial meaning
that the severity of this risk is low. Stocks typically are held locally, close to
technicians and customers.
No material financial impact,
but on a local level some loss
of stock.
Loss of building and
infrastructure assets from
flood, wildfires, or other
climate disaster.
Our cost base is predominantly colleague-based and not dependent on
significant assets (e.g. large manufacturing plants) or complicated supply
chains. In addition most of our buildings are leasehold, so we have the option
to relocate over time.
No material financial impact,
but some disruption likely on
a local level.
Physical events such as
floods or wildfires destroying
material value assets.
Most of the assets used for generating revenue (equipment for rental)
are low-value assets meaning that the severity of this risk is low. 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 have a low likelihood of resulting in a material risk
to asset valuation at a Company level due to distribution of properties
across the globe.
No material financial impact.
Potential transition risks
Possibility of increased or
changing legislation related
to climate change, in the
fields of worker safety,
vehicle usage and property
maintenance.
It is of a medium likelihood that over time legislative (e.g. carbon pricing) or
societal changes will impact our customers and the sectors that they operate
in. The severity of the impact would be dependent on the legislative change
which took place but could likely have a high impact.
Financial impact would
depend on the severity
of the legislative change.
Cost and productivity impact
of transitioning to a ULEV
fleet of vehicles.
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 683 in 2023
(2022: 368). In the UK and Europe, c.8% of our fleet is ULEVs. If we were to
move fully to ULEVs in the short to medium term, clearly, this would have
a large impact on cost and productivity but that is not our strategy. We will
reach 100% ULEV in line with our goal of reaching net zero by 2040, as
ULEVs and charging infrastructure becomes available.
The cost of our fleet transition
remains within our existing
operational budgets.
Failure to decarbonise
our operations resulting
in reputation and brand
damage.
Rentokil Initial has a robust net zero transition strategy and plan in place
allowing us to make regular progress towards decarbonising our operations.
This means that this risk is of a low likelihood. However, should it occur the
severity of the risk would be medium to high.
Should this risk materialise,
this could have a material
impact.
Potential adaptation risks
Failure to adapt operations
to climate change impacts –
localised flooding and higher
temperatures.
Rentokil Initial has robust business continuity plans in place.
The vast majority of properties are leasehold allowing us to move in a timely
manner should a localised risk increase.
Our operational policies and infrastructure, products and services, continue
to operate effectively in countries which already have very high temperatures
such as MENAT.
Should we fail to adapt,
potential loss of revenue
and increased operating
costs locally, not material.
78
Rentokil Initial plc
Annual Report 2023
Operational resilience
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.
As we continue to experience and observe
the emerging effects of climate change, we
are taking the appropriate steps to respond.
This includes a variety of mitigations across
our business to minimise the impacts upon our
colleagues, customers, and the communities
and environments in which we operate.
Rentokil Initial continues to demonstrate
resilience with mitigation measures 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 2.00pm during
summer months when temperatures reach over
45°C and in Australia, we have issued workwear
uniforms made of lighter weight fabrics with
specialist cooling technology.
During the summer of 2023 in Europe, where
record temperatures were recorded, the
Company’s operations continued with the
safety team implementing best practices
such as ensuring water breaks and not
working outside during peak heat times.
Our operations remained highly resilient.
Transition monitoring
Rentokil Initial continues to monitor any such
local legal changes to ensure we continue to
remain fully compliant with all local, regional
and national regulations. City-based vehicle
charging is also monitored and we analyse the
availability of low-emission vehicle charging
infrastructure and the suitability of lower
emission vehicles to meet the needs of our
local operations. Our local teams continue
to monitor their local markets and maintain
engagement with customers.
Climate-related opportunities
Rentokil Initial continues to develop
non-toxic and sustainable solutions such as
PestConnect for rodent control and Lumnia
for flying insect control. Opportunities to
differentiate our services as sustainable
will become of increasing importance to
customers of all sizes.
As a 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:
• longer, warmer breeding seasons will be
advantageous to insects and rodents, and
warmer temperatures in winter will likely also
see lower pest mortality rates; and
• we are already seeing insects move into
regions where they have previously not
had a presence because of the changing
environment.
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.
In 2023, malaria spread from mosquitoes to
humans inside the US for the first time in
20 years, according to the Centers for Disease
Control and Prevention.
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.
Last year a review on public health impact
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.
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.
In 2024, our new innovation centre will be
opened in the US, focused on residential
pest control, termites, vector control and
sustainable fumigation. The centre will
bring together a range of expertise from
entomologists, vector scientists, fumigation
chemists and residential product owners.
Potential climate-related
opportunity
Overall opportunity likelihood and potential severity
Potential financial impact
Increasing urban
pest populations
Various independent research articles link climate change to the increasing
spread of pests and longer breeding seasons, across countries and regions.
Increased revenue
Lead in sustainable
innovation
The Company leads in innovation and digital in pest control which also
increase efficiency and reduce cost. We have 75+ innovations and digital
projects in the pipeline with sustainability benefits.
Increased revenue and lower
operating costs
Attract and retain
customers
Through the successful decarbonising of our operations and services, we will
increase our market differentiation and better support customers’ needs to
make their supply chain and their own workplaces more sustainable.
Our resilient multi-local operations and proven business continuity processes
deliver increasing confidence to customers that services will be maintained,
particularly high dependency food and pharmaceutical customers.
Increased revenue
Sustainable fumigation
Working with global partners to substitute relevant fumigation services with
more sustainable alternatives.
Increased revenue and lower
operating costs
Strong business
continuity
processes
Branch
Limited value
of stock
Vast majority
leasehold
Interoperable
systems with
other branches
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
79
Responsible Business
continued
Climate-related metrics
and targets
Rentokil Initial has published its emissions
data for 19 years and continues to improve
the quality and range of its environmental
reporting. In addition, we report on a number
of operational metrics in relation to our net
zero transition plan including the number
of ULEVs, renewable energy usage and
reduction in fumigation use (see below for
our targets which contribute to our net zero
transition plan).
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 2023, we had
improved by 16% towards this target.
Net zero transition plan
Our pathway to net zero from our operations
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
(see pages 72 to 74).
At this stage we do not expect carbon
offsetting to represent a significant part of
our journey to net zero. We have owned the
Terminix business since October 2022 and
it is incorporated into our net zero transition
plans. Details of our combined carbon
footprint can be found on page 81.
Net zero by 2040 target
established
New emissions intensity
target – 20% reduction by 
the end of 2025
Emissions intensity reduced
by 9.6% against 20% target
by the end of 2025 target
Fleet transition in UK and
Europe; more sustainable
fumigation service trials
under way
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 and UK
fleet to be ULEVs
Target: 100% ULEV fleet
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
16% reduction in our
emissions intensity index
c.8% of Europe and UK
fleet is ULEV
Emissions from fumigation
reduced by 16%
Target: 90% of properties
using renewable energy
Target: 100% EU and UK 
fleet to be ULEVs
Target: c.70% reduction
emissions from fumigation
2020
2022
2025
2040
2021
2023
2030
net
zero
80
Rentokil Initial plc
Annual Report 2023
Fumigation services
Around the world, some of our operations
provide customers with fumigation services
that utilise sulfuryl fluoride (SF). 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
page 72).
Emissions equivalent from the use of SF
decreased by 16% in 2023 to 1,293,043
tonnes (2022: 1,540,236 – factoring
a full year of Terminix; 2021: 792,744;
2020: 814,700; 2019: 548,449).
The reduction this year was due to
fluctuations in customer demand, as well as
greater progress on our reduction strategies,
in particular, our monitoring of the quantities
of SF throughout the fumigation process.
A significant proportion of our North America
fumigation services are conducted by
third-party subcontractors. Their SF usage is
tracked and has been included in our data.
Index of (CO
2
e) emissions per £m revenue
Five-year intensity index
2023
2022
2021
2020
2019
-16.15%
-11.97%
-9.13%
-7.96%
0.00%
Index of CO
2
e emissions is calculated as an index of kilograms 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 (including M&A)
Absolute values of energy and fuel-derived emissions – tonnes of CO
2
e
Type of scope
2023
2022
2021
2020
2019
Total Scope 1
294,006
213,354
184,438
170,655
176,599
Total Scope 2
21,614
18,060
15,670
15,672
17,380
Total Scope 3 – Category 3
78,122
56,302
48,281
43,265
44,091
Total outside scope
15,459
7,776
7,298
5,787
5,122
Total – all scopes and outside scopes (location-based)
409,201
295.492
255,687
235,379
243,192
Total Scope 2 market-based emission reduction
(1,915)
(1,737)
(1,297)
Total – all scopes and outside scopes (market-based)
407,286
293,755
254,390
235,379
243,192
Note: This table includes emissions data for Terminix from October 2022, when acquired by Rentokil Initial. Based on Terminix’s full-year 2022 data, the
combined emissions would total 400,505 compared to 409,201 for 2023. This would represent a year-on-year increase of 2.2%.
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. Reductions in the previously reported Scope 1 emissions for 2022 are due to a review of data
collection in a few countries.
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 Category 3 relating to fuel and energy-related activities not included in Scope 1 and 2. Slight changes to prior-year figures are due to updates
in the International Energy Agency (IEA) conversion factors.
Market-based emissions (deductions) – emissions deducted under the renewable electricity contracts we have implemented in the UK, Italy, Australia,
New Zealand and India.
Absolute emissions in 2023 from Scope 1 were 294,006 tonnes CO
2
e with the UK constituting 6% in 2023 (2022: 9%) and the emissions from Scope 2 were
21,614 tonnes CO
2
e with the UK constituting 4% (2022: 5%).
Rentokil Initial: UK and global energy consumption
Since 2018, we have also reported our energy consumption and the UK operations’ percentage. In 2023, global energy consumption was
1,384,577 MWh, with the UK and offshoring representing 72,497 MWh or 5.2% (2022: 8.5%).
Energy MWh
2023
2022
2021
Source of energy
Group
UK and
offshore
Group
UK and
offshore
Group
UK and
offshore
Direct GHG emissions
1,318,275
68,015
851,572
71,800
811,963
77,601
Indirect GHG emissions
66,301
4,482
54,445
4,903
47,236
5,377
Totals
1,384,576
72,497
906,017
76,703
859,199
82,978
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, including Terminix. Reductions in the previously reported Group energy for 2022 are due
to review of data collection in a few countries.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
81
Rentokil Initial has a global policy framework
(such as Safety, Environment, Human Rights,
Diversity) and a number of tools to provide
assurance of the integrity with which it
operates.
The Company continues to focus on ensuring
the framework and tools are in place and
operating robustly, in order to deliver the
Responsible Business
continued
target level of professional services while
operating with the utmost professional
integrity.
In 2023, the Company updated a range
of policies and harmonised its Code of
Conduct following the Terminix acquisition.
In the Human Rights section of the Code,
we state that we 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.
Our Supplier Code of Conduct was updated in
2021 to expand 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.
We have aimed to make our Supplier Code
accessible by making it available in 19
languages on our website. Our Supplier
Code of Conduct will be reviewed in 2024.
Progress towards CSRD in 2023
Rentokil Initial recognises that double
materiality is important to underpinning our
responsible business approach against the
CSRD. This year we worked with a specialist
consultancy to start the in-depth process of
understanding our material issues.
Double materiality refers to
sustainability-related impacts, risks and
opportunities for a company. It is defined by
the CSRD as comprising impact materiality
and financial materiality.
Impact materiality refers to a business’s
impacts on the environment and people.
Financial materiality refers to the risks and
opportunities that a company faces in relation
to the environment and people.
A sustainability matter is considered ‘material’
for a company if it surpasses materiality
thresholds for impact materiality, financial
materiality or both.
So far, we have worked with internal
stakeholders to understand what areas of
the ESRS topics are likely to be material.
We will engage with a range of stakeholders,
both internal and external, to consider these
areas as part of this assessment.
New Code of Conduct
launched in 2023
CSRD preparation
Governance
sustainability
statement
Independent advisor appointed and
analysis of future regulations
Analysis of impacts, risks and
opportunities
Double materiality assessment
Indicative assessment of legal entities
required to report under CSRD
Management workshops
Meetings with functional specialists
CSRD activities in 2023
When making major sourcing decisions,
sustainability elements must be considered;
for instance, calculating air, sea, or road freight
transport impact to destination.
All major supply contracts include a clause
requiring compliance with the Supplier Code
and specific clauses on bribery, corruption,
and modern slavery.
We encourage our supplier 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 through our
Supplier Speak Up programme.
Supplier audits are undertaken as set out
in our Modern Slavery Statement, which is
available on our website. The environmental
and social impact of sourcing options is
included in the criteria for the evaluation of
alternatives for the global supply of products.
Corporate Sustainability
Reporting Directive
In preparation for the new Corporate
Sustainability Reporting Directive (CSRD),
we have considered the published guidance,
taken advice from corporate advisors,
and appointed a specialist consultancy.
We have undertaken an indicative
assessment of applicability of CSRD to the
Group and, based on that assessment, are
preparing the relevant reporting for the
January – December 2025 financial year.
82
Rentokil Initial plc
Annual Report 2023
Our Stakeholders
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.
We believe that by engaging regularly with
all of our stakeholders and responding to
their feedback we support the long-term
sustainability of our business.
The Company’s section 172(1) statement
is detailed below, with the Group’s key
stakeholders and our engagement with
them detailed on pages 84 and 85.
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 (the Board), both individually and
collectively, have paid due regard to these
factors during 2023 when undertaking the
duties set out under section 172(1).
The sections of the Corporate Governance
Report on pages 108 to 111, which expand
upon the Board’s activities and principal
decisions in 2023 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 our engagement
with stakeholders
• Our stakeholders on pages 84 and 85 – an
overview of our key stakeholders and how
we measure the impact of our engagement.
• Board engagement on pages 114 and 115
– the approach taken by the Board to
understand and engage with our key
stakeholders.
• Our responsible business priorities on
pages 69 to 71 – details of our commitment
to acting responsibly and the impact on our
colleagues and communities.
• The Company’s Modern Slavery
Statement on our website – the statement
is considered and approved by the Board
annually, and involves consideration of key
stakeholder groups.
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 mission of
protecting people, enhancing lives and
preserving our planet. The Board agenda is
designed 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
• Board focus areas in 2023 on pages 108
to 110 – an overview of certain key areas
considered by the Board during the year
and their outcomes.
• Principal decisions of the Board on page 111 –
detailed examples of principal decisions
taken by the Board during the year, the
stakeholder considerations and impacts.
• Risks and uncertainties on pages 87 to 93 –
the approach to identifying and managing
the Group’s principal risks.
Our responsible business
In line with most businesses, there are impacts
trade-offs that we recognise and manage
proactively and appropriately. 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.
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
mission 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 behaviours that bring 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
stakeholders of the Company at all times.
B
More information
• Culture on page 116 – details of how the
Board monitors culture and helps set the
tone from the top.
• Our environment sustainability statement
on pages 72 to 81 – details our commitment
to acting responsibly, setting out our
environmental strategy and our focus
on service and innovation.
• Delivering innovative solutions on
pages 26 and 27 – an overview of our
approach to innovation.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
83
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 global, 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 is to develop and
maintain positive and productive relationships
with all our stakeholders.
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 114 and 115.
You can find more information on our
responsible business approach on pages
68 to 82 and in our separate Responsible
Business Report for 2023, which can be
found on our website at 
rentokil-initial.com/
responsible-delivery
.
We employ approximately 62,900 colleagues
who operate in 90 countries. Our colleagues
are those who are directly employed by us.
Key issues for stakeholder group
• Health and safety
• Training and career development
• Tools to do the job
• Wellbeing
• Reward
• Culture and values
• Line manager coaching and feedback
• Community support
Why we engage
We rely on the skills, experience and
commitment of our people to meet our
business goals and place great importance
on recruiting the best talent, and developing
and retaining our colleagues.
Impact/value created
We aim to be a world-class Employer of
Choice, providing a safe working environment
and career and development opportunities.
• Pay and benefits to colleagues
• Training and development opportunities
• Long-term career opportunities
Methods of engagement
All colleagues are provided with information
on matters of concern to them in their work,
through our internal U+ training system, which
hosts both technical and leadership courses
and learning, as well as regular briefing
meetings and internal communications. To
inform colleagues of key factors affecting our
business, regular updates are posted on our
intranet and engagement events are hosted
by individual businesses and leaders, such as
conferences, town halls and senior executive
updates. In addition, in the UK, we also record
monthly business updates that are shared
with all colleagues, undertake pulse surveys
and have a comprehensive colleague email
programme, covering a range of subjects
including safety, sales and sustainability.
Other methods include:
• Your Voice Counts (YVC) colleague survey
every two years and periodic pulse surveys;
• annual personal development reviews for
colleagues and line manager training;
• the
R
I
GH
T
WAY
magazine published
online quarterly;
• Speak Up ethics hotline; and
• 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 U+ online training content
made available and online learning views,
and the talent pipeline of graduate schemes
and apprenticeships. Within our Performance
Share Plan scheme, colleague retention is a
key metric (see page 137). 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 group
• Safety
• Expertise and service quality
• Innovation
• Digital portals
• Transparency
• Quality assurance and insights
• Cost
• Regulatory compliance
• Sustainability
Why we engage
In a service industry we succeed or fail by the
quality of the service we offer our customers.
Understanding their needs supports our
product and service development.
Impact/value created
• Healthier and more hygienic facilities
• Regulatory compliance (food safety, health
and safety, etc.)
• Supporting customers’ own sustainability
targets
Methods of engagement
• Management of ongoing customer
relationships
• Customer satisfaction surveys (Customer
Voice Counts (CVC))
• Participation in industry forums and events,
such as the Global Food Safety Initiative and
thought leadership
• Annual Report and industry-focused
publications
• Websites
• Innovation showcases, e.g. visits to our
dedicated research, development and
training facility in the UK, the Power Centre
• 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. Within our Performance Share Plan
scheme, CVC is a key metric (see page 137).
Celebrating the first
anniversary of the Rentokil
Terminix merger
In October, Rentokil Terminix marked its
one-year anniversary with its first-ever
Spirit Day. The theme was teamwork, and
across North America, branches and
virtual teams joined in the celebration.
The event was also about giving back to
the communities, kicking off a month-long
food drive, with donations made to the
US charity, Feeding America, and the
Canadian charity, Second Harvest (see
page 71).
Colleagues
Customers
Our Stakeholders
continued
Colleagues by region
North America
21,965
Europe (incl. Latin America)
12,959
UK & Sub-Saharan Africa
5,694
Asia & MENAT
19,609
Pacific
2,695
Total
62,931
84
Rentokil Initial plc
Annual Report 2023
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 colleagues.
Key issues for stakeholder group
• Integration of Terminix
• Total Shareholder Return (TSR)
• Growth in revenue and profit
• Cash flow and returns, e.g. dividends
• Brand and market leadership
• Innovation and digital differentiation
• Consistent execution of our strategy
• ESG performance
Why we engage
Our investors are the owners of the business,
and 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.
• Earnings per share
• Compounding model
• Dividends
• Free Cash Flow
Methods of engagement
• Institutional investor meetings
• Wholesale distribution channels, such as sell
side research and broker-led conferences
• Capital Markets Days
• Investor roadshows
• Ad hoc meetings with investors on specific
topics, such as ESG
• Annual General Meeting
• Correspondence with retail shareholders
• Annual Report and Form 20-F
• Corporate website
• Results presentations
• Our Responsible Business Report
Measurements
We measure our impact by monitoring our
share price and TSR, gathering feedback
at investor meetings and reviewing
analyst notes.
Our communities are those who live in areas
where we work, such as local residents,
businesses, schools and charities.
Key issues for stakeholder group
• Contribution to public health and safe
environment
• Jobs and investment
• Environmental and societal impacts
• Long-term relationships
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. We encourage a long-term
partnership approach.
Impact/value created
We partner with charities and community
initiatives in communities where we operate.
• Tax paid
• Charitable donations
• Reduction in energy and fuel-derived
emissions
• Employment of people in local communities
Methods of engagement
• Sponsorship and colleague volunteering
• 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 ranking with independent organisations
such as the Dow Jones Sustainability Index
and Sustainalytics.
Within our Performance Share Plan scheme,
vehicle fuel intensity is a key metric (see page
137). More information can be found on our
responsible business priorities with regard
to the environment on pages 72 to 81, and
communities on page 71. We also publish a
separate Responsible Business report on
our website.
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 collection units, while
indirect suppliers include technology services,
fleet vehicles and telecommunications.
Key issues for stakeholder group
• Long-term engagement and innovation
• Pricing
• Continuous improvement approach
• High standards of product quality and
service delivery
• ESG matters, including human rights, data
protection and modern slavery
• 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.
Impact/value created
• Optimised supply chain from manufacturer
to end customer
• Joint development of bespoke products
and service innovations
• Efficient sourcing of proprietary products
from global and local suppliers
Methods of engagement
Suppliers are classified into critical, major
and minor suppliers, to ensure that they
are managed at the appropriate level.
Our Supplier Code of Conduct defines
the standards and values expected of our
suppliers. It is available in 19 languages, and
signed by all critical and major suppliers.
The Group Procurement team manages the
relationships with critical suppliers, including
comprehensive audits of their operations.
Local procurement teams manage major
and minor suppliers. These relationships are
coordinated through the quarterly Global
Procurement Forum to ensure alignment
and sharing of best practice.
Measurements
We monitor our impact by measuring:
• monthly On-Time and In-Full delivery metrics;
• delivery lead times and quality complaints;
• annual revenue development, product
innovations and pricing management;
• supplier audit scores and ESG accreditations;
and
• suppliers completing our in-house training
on modern slavery awareness.
Supporting our communities
Colleagues from Ambius and Initial Hygiene
joined 132 volunteers in the largest
community tree planting weekend at the
Nightwings rainforest in Queensland,
Australia, to plant over 3,500 trees.
Ambius has long supported the efforts of
Rainforest Rescue, helping to protect over
2.56 hectares of Daintree lowland,
preserving this iconic, unique Australian
ecosystem for future generations. Ambius
has also been one of the biggest contributors
to the tree planting initiative by the funding
of seedlings – providing an additional 1,200
plants in 2023.
Shareholders
Communities
Suppliers
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
85
Non-financial and sustainability information statement
This table and the information incorporated by reference constitutes the Company’s non-financial and sustainability information statement as
required by sections 414CA and 414CB of the Companies Act 2006. We have made climate-related financial disclosures for the year ended
31 December 2023 which are compliant with section 414CB (2A): (a) page 76 –
Climate-related Governance
; (d), (e), (f) pages 77 to 79 –
Climate-related Strategy
; (b), (c) pages 77 to 79 –
Climate-related Risk Management
; (g), (h) pages 80 to 81 –
Climate-related Metrics and Targets
.
You can find further details throughout the Responsible Business section on pages 68 to 82. You will find details of our business model on pages 
14 and 15, our Key Performance Indicators on pages 22 to 25 and our principal risks on pages 88 to 93.
Our key policies are published on our website at
rentokil-initial.com/responsible-delivery
.
Our approach and key policies
Outcomes of policies
and impacts of activities
More information
Environmental matters
Rentokil Initial recognises the responsibility we have in protecting the environment and managing
climate-related risks and opportunities. We are on a journey to reach net zero emissions by the end of
2040 and have a clear strategy in place to help us achieve this. Our environmental strategy consists of
three core pillars: Sustainable Solutions, Sustainable Operations and Sustainable Workplace. Within
these pillars it addresses eight key components of our business: Chemicals, Consumables, Hardware,
Waste, Mobility, Supply Chain, Properties and Culture.
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.
We expect our suppliers to adopt a similar approach to us in protecting the environment. As a minimum,
our
Supplier Code
requires that they comply with applicable laws and respect the environment in work-
related activities, on any of our premises, our customers’ premises and sites, and their own premises.
The Chief Executive has overall responsibility for managing climate-related risks and opportunities within
the Company, supported by oversight of the Board and the work of the Executive Leadership Team.
Further information on our climate related-risk and opportunities can be found in our TCFD Report.
16% reduction in
our five-year emissions
index.
We seek to help mitigate
our carbon emissions
through our partnership
with Cool Earth.
Environmental
matters, pages 68
and 77 to 79.
TCFD, pages 75 to 81.
Risk management,
pages 87 to 93.
Audit Committee
Report, pages 117
to 124.
Governance, pages
104 to 116.
Principal risk:
Safety,
health and the
environment.
Colleagues 
We aim to be an Employer of Choice and our 62,900 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 safely 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, Equity & Inclusion Policy
and
Dignity at Work & Human Rights Policy
.
0.31 Lost Time Accident
rate in 2023.
7.05 Working Days
Lost rate in 2023.
25% of our senior
management are female.
Colleagues on
pages 69 and 70.
Principal risks:
Safety, health and the
environment; Failure
to deliver consistently
high levels of service
to the satisfaction of
our customers.
Social matters 
Our Mission 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.
£569,000 donated
to charities in 2023
(excludes donations
in kind and product).
Our engagement
with communities
on page 71.
Respect for human rights 
We support the rights of all people as set out in the Universal Declaration of Human Rights. Our
Dignity
at Work & Human Rights Policy
outlines the human rights principles that reinforce colleagues’ expected
behaviour in respecting the human rights of colleagues and business partners.
As detailed in our
Code of Conduct
and our
Supplier Code
, we will only employ 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 our 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).
No human-rights
violations were identified
in 2023.
We publish a Modern
Slavery Statement each
year, which is available
on our website.
Our Code of Conduct
and Supplier Code on
page 82.
Principal risk:
Breaches of law or
regulation.
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-Corruption Policy
, and these are reinforced by mandatory online training, reviews and
supplier audits, tracking registers, and our ethics reporting system, Speak Up.
c.28,000 Core Corporate
Compliance training
courses were completed
by colleagues in 2023.
Policies and practices
on page 116.
Principal risk:
Breaches of law or
regulation.
B
The icons used above correspond to our stakeholder groups as set out on pages
84
and
85
.
Colleagues
Customers
Shareholders
Communities
Suppliers
Our Stakeholders
continued
86
Rentokil Initial plc
Annual Report 2023
Risks and Uncertainties
How the business manages uncertainty and risks
The embedded management of key risks supports our strategic objectives through
identification and mitigation, helping drive good decisions and practice.
Risk management approach
The Group’s overall risk management
approach, described here and on page 123,
is designed to provide reasonable, but not
absolute, assurance across the Group that
risks are being effectively identified and
robustly managed. This includes ensuring
appropriate mechanisms are in place to
ensure that issues and concerns relating to
risk can be escalated up through the
organisation successfully 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 process and managing the
evolving risk environment as it approves the
Group’s overall strategy. Key components of
the Board risk management process include:
• annual presentation and approval of the risk
process by the Audit Committee;
• review of Group Risk Committee minutes by
the Audit Committee; and
• annual presentation and approval of the
Group strategy.
Management is responsible for the effective
operation of internal controls and risk
management including the execution of the
agreed risk mitigation plans. Key components
of the risk management process by
management include:
• identification, assessment and management
of risk integrated into day-to-day operations
by local and regional operational
management;
• maintenance of a central risk register
periodically reviewed with movements and
impacts tracked;
• emerging risks and potential mitigations
reviewed at quarterly Group Risk Committee
meetings; and
• deep dives on specific or emerging risks at
senior management meetings.
The risk management process was
strengthened during 2023 by reviewing
compliance responsibilities across the Group,
reviewing and refreshing the major incident
protocols, and the inclusion of additional deep
dive sessions on specific or emerging risk
topics at senior management meetings.
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 processes and control systems
are in place and fully operative.
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
impact or otherwise threaten the delivery 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 is satisfied that appropriate
mitigation plans are in place for both emerging
and principal risks. The Group’s business
model remained broadly the same in 2023 as
in previous years. It incorporates a number
of elements that moderate the risk profile of
the Company.
Low capital intensity and high portfolio
retention rates:
our categories exhibit strong
defensive qualities, as density and efficiency
gains are reflected in margin growth.
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.
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 2023
We continue to monitor existing and emerging
risks regularly at both the Audit Committee
(see pages 123 and 124) and the Group Risk
Committee (see page 105), and to take
mitigating action as appropriate.
Areas where the risk profile of the business
has improved in 2023 include:
• continued roll-out of our target financial
and operational systems across the globe,
including a dedicated Treasury project,
automating significant amounts of
calculations and reporting;
• continued investment and early
standardisation in technical infrastructure to
mitigate the risk of a successful cyber attack;
• continued strong cash flow giving financial
headroom to continue to acquire businesses
with good strategic fit;
• continued evolution of a Fraud Risk
Assessment;
• deep dive management sessions on risks,
including customer retention, artificial
intelligence, termite claims and innovation;
and
• formalisation and documentation of internal
controls as required by SOX legislation.
Areas where our risk profile has increased in
2023 include:
• fluctuating inflationary pressures, with limited
exposure to hyperinflation markets,
challenging international geopolitical activity
including impacting energy costs;
• increased potential for general industrial
action in some markets driven by
macroeconomic factors;
• increased legal compliance, including the
Economic Crime and Corporate
Transparency Act and SOX legislation;
• increased volume of cyber attacks; and
• increased scale and complexity of the Group.
Focus areas for risk mitigation
in 2024
We continue to look for ways to improve both
our risk process and mitigating actions to
address the identified risks. In 2024, we plan
to focus on the following areas:
• develop the risk methodology and assess
the usage of risk tools to further embed
our processes;
• continue the review of the Group’s
compliance structure, roles and
responsibilities conducted by the Group
General Counsel and Director of Internal
Audit & Risk; and
• repeat and develop Fraud Risk Assessment
Process, expanding definitions and
formalising a defined response plan and
policy. Training to be rolled out globally to
enhance knowledge and awareness.
Identified risks
The principal risks most relevant to the Group
are described in the table on pages 88 to 93,
together with mitigating actions.
Information on climate-related risks is
provided on page 78.
Full details of our financial risks can be found
in Note C1 on pages 203 and 204. 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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
87
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
• Oversight via Audit Committee and Board meetings
• Approval of risk process annually
• Review of Group Risk Committee minutes
• Review of Group strategy annually
• Coordinate risk identification, reporting and governance
activity via a central risk register updated twice a year
• Assessment and categorisation of risk
• Group mitigating actions
• Define/review Group policies and procedures annually
• Group strategy definition annually
• Monitoring via regional monthly performance reviews
• Consolidation and assessment of country risks
• Regional mitigation actions
• Regional operational priorities definition
• Functional risk identification and assessment
• Monthly performance review process
• Review and assessment of local risks
• Country-level mitigating actions
• Monitoring via monthly business unit reviews
• Local risk identification as part of day-to-day operations
• Local mitigating actions as part of day-to-day operations
Strategic
People
Financial
Operational
• Failure to integrate acquisitions and
execute disposals from continuing
business
• Failure to develop products and services
that are tailored and relevant to local
markets and market conditions
B
Find out more on page
89
• Failure to grow our business profitably in
a changing macroeconomic environment
• Failure to mitigate against financial
market risks
B
Find out more on page
90
• Breaches of laws or regulations
• Failure to ensure business continuity
in case of a material incident
• Fraud, financial crime and loss or
unintended release of personal data
• Safety, health and the environment
• Failure to deliver consistently high levels
of service to the satisfaction of our
customers
B
Find out more on page
91
to
93
Find out more
The icons used in this section correspond to our strategic priorities as set out on pages
16
to
19
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
88
Rentokil Initial plc
Annual Report 2023
The Company has a strategy that includes
growth by acquisition, and 41 new businesses
were acquired in 2023. 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
• Integration plans considered by the
Investment Committee as part of the
acquisition approval process. Integration
activities and progress discussed during
monthly performance reviews.
• 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.
• Continuity of management/leadership in
acquired companies, where possible.
• Use of transaction structures including
deferred consideration to mitigate deal risk.
• Group departments involved with
acquisitions to drive integration plans and
compliance with Group standards, especially
when entering new geographies.
• 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.
• Board approval of acquisitions involving new
countries, new business lines, or above a
defined financial threshold.
• IT integration playbook to support an
effective and timely integration of IT systems.
Changes in 2023 versus 2022
• Additional resources in both the US and
Group functions to support integration
and replatforming related to the Terminix
integration
• Continued use of dedicated Integration
Management Office (IMO) and governance
for the Terminix integration
• Use of expert consultants where outside
of business expertise
Performance measures to monitor risk
• Integration plans (day 1, 30 days, 100 days,
one year)
• Reviews of integration plans for specific
large acquisitions
• Post-acquisition review completions
• Post-investment review by the Board of
aggregate performance of investment
in M&A
• Regular steering committee to assess
progress, chaired by the Chief Executive
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 would negatively
impact our ability to maintain or increase
margins and cash flow.
Examples include:
• 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.
• 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.
• 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
• Acquisition of targets with specific
capabilities that address future changes in
our markets.
• Investment Committee to approve targeted
investment in innovation to meet market and
regulatory needs.
• Category Boards for Pest Control and
Hygiene & Wellbeing categories overseeing
the roll-out of innovations at pace across our
regional businesses.
• Continued investment in digital platforms
to support Sales and Service frontline
colleagues.
• Group KPIs for innovation at a customer and
colleague level to monitor progress.
• Further develop our range of sustainable,
non-toxic and humane pest control solutions.
Changes in 2023 versus 2022
• Acquisition of technology-focused
companies
• Increased penetration of digital technologies
on customer sites
• Increased use of data analytics via our
Command Centre platform to provide
business insight
• Further research into non-toxic pest control
solutions
Performance measures to monitor risk
• Sales growth for key innovations
• Percentage of sales revenue from innovation
• Number of sites with digital solutions
• Percentage of commercial customers
registered for digital platforms
• Percentage of colleagues using digital
applications
Emerging risk
• Potential for increasing regulatory
requirements
Overall risk:
High
Trend: Stable
The ongoing integration of Terminix together
with ongoing acquisition activity retains the
risk level as high.
Overall risk:
Medium
Trend: Stable
No significant changes, resulting in a stable
trend.
Principal risk:
Strategic
Failure to integrate
acquisitions and
execute disposals from
continuing business
Principal risk:
Strategic
Failure to develop products
and services that are tailored
and relevant to local markets
and market conditions
Strategic Priorities
Strategic Priorities
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
89
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:
• Recession and economic slowdown in some
of our key markets.
• Changes to the global job market and the
challenges of recruitment.
• Increased costs of doing business, with rising
costs as a consequence of political instability,
increasing interest rates and civil unrest.
• 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.
• Growing market presence of multinational
competitors may increase the cost of
acquisitions and drive down prices,
impacting profitability.
• Shift to greater proportion of key accounts in
some markets may drive down prices and
make it difficult to maintain profitability.
• Legislation (including climate change
legislation), regulation or society expectation
limits our ‘licence to operate’.
• Inflationary pressures drive costs higher,
potentially pricing out customers in
challenging financial positions coupled
with wage inflation demands.
Mitigating actions
• Resourcing being driven by the capital
allocation model, differentiated by line of
business to maximise opportunities.
• Working with governments and regulators
on implementation of new regulations.
• Maintaining a low-cost operating model,
focused IT investment, incentives to deliver
efficient operations, and back-office process
alignment and standardisation programme.
• International Key Accounts team developing
business with multinational customers to
take advantage of the unique global
capabilities and new Hygiene & Wellbeing
offerings.
• Leveraging size and scale to develop
additional business opportunities in the
North America region.
• A regionally focused defined pricing
programme to drive profitability on existing
portfolio, build insight and enable profitable
growth from new business and innovations.
• Group Procurement team tasked to deliver
economies of scale while ensuring robust
supply chain.
• Refresh of the customer contracting
minimum standard to drive consistent
contracting across the Group.
Changes in 2023 versus 2022
• North America business now accounts for
c.60% of Revenue at CER, up from c.45%
• Increased focus at regional level on
inflationary impacts and mitigating actions
• Increased resources to govern pricing
decision
• Increased energy costs
Performance measures to monitor risk
• Revenue growth, in total and by category
W
• Group Organic Revenue Growth, in total and
by category
• Revenue contribution from acquisitions
• Adjusted Operating Profit
W
• Group Adjusted Operating Margin
• Adjusted Free Cash Flow Conversion
W
• Net capital expenditure
• Customer retention
W
• Colleague retention
W
Emerging risk
• Global or local market recession
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
• 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.
• 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.
• Monthly Treasury Committee to report and
monitor financial rating agency metrics,
and compliance with Treasury policies.
• Monitoring the impact of exchange rate
movements on non-GBP profits and
net debt.
• Cash pooling and debt financing
arrangement to match, as far as possible,
currency availability/demand across borders.
• Revolving credit facility (RCF), unlikely to be
affected by adverse credit and financial
market events.
Changes in 2023 versus 2022
• No material changes
Performance measures to monitor risk
• Liquidity headroom at the year end of
£1,603m
• Counterparty ratings of A- or above
• Monthly reporting against ratings metrics
• If economically feasible, no unhedged
foreign exchange positions above £10m,
fixed interest >50%; and matching currency
of net debt to underlying profitability
• Monitoring of amounts outstanding against
counterparty credit limits
Emerging risk
• Volatile exchange rates
• Rising interest rates
Overall risk:
Medium
Trend: Increasing
Increasing, due to the ongoing fluctuation of
inflationary pressures.
Overall risk:
Low
Trend: Stable
Unchanged, no significant changes resulting
in a stable trend.
Principal risk:
Financial
Failure to grow our business
profitably in a changing
macroeconomic environment
Principal risk:
Financial
Failure to mitigate against
financial market risks
Strategic Priorities
Strategic Priorities
Risks and Uncertainties
continued
90
Rentokil Initial plc
Annual Report 2023
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 Group 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
• Group legal oversight in acquisitions.
• Tax strategy reissued and approved by the
Board annually.
• Significant tax planning opportunities must
be pre-agreed with the Group Tax Director
and Chief Financial Officer with independent
tax advice taken where necessary.
• Regular review of tax exposures.
• Group authority schedule in place and
regularly reviewed.
• Group and local policies in place and
regularly reviewed.
• 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.
• 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.
• All major business transactions or internal
reorganisations are subject to a rigorous
internal and external review.
• Programme to implement and monitor
internal controls over financial reporting
(ICFR).
Changes in 2023 versus 2022
• Continued development of reporting and
monitoring of audit issues
• Defined email reminder process to
senior colleagues for mandatory online
training completion
• Refresh of a number of corporate policies
including the Code of Conduct and
competition law policy
• Group authority schedule updated
and distributed
• Mandated SOX training introduced
• Programme to elevate ICFR up to
SOX standards
Performance measures to monitor risk
• Central management of material litigation,
including quarterly internal reporting
• Regular review of tax exposures and the
status of tax audits by the Audit Committee
• Completion rate monitoring for mandatory
U+ training modules, e.g. Code of Conduct
and competition law
• Monthly monitoring and reporting of audit
issues to executive management
The Company 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 significant cyber attack or IT failure
which impacts our ability to plan efficient
routing, or ability to invoice, and is not
recovered quickly.
• 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.
• Industrial action by colleagues.
• Where third parties are engaged for services,
the termination or business disruption could
materially impact the business.
Mitigating actions
• All countries and units maintain and regularly
review business continuity plans, with local
plans to service from alternative locations
if required.
• The majority of key data and applications are
located within regional data centres with
enhanced backup capability.
• A dedicated Security Operations Centre
is in place to monitor and tackle ongoing
cyber threats.
• Specific tools deployed at data centres
to detect and prevent spreading of
cyber attacks.
• IT disaster recovery plans for regional
|data centres.
• Data encryption and implementation of
Workspace ONE (VMware) on devices
and mobile phones.
• Ongoing user education awareness
programmes.
• Annual penetration testing on all systems
to test external firewalls and address any
identified weaknesses.
• Annual inspections of key sites by insurers,
on a rotating basis, to identify potential risks.
• Focus on IT audits completed by the Internal
Audit function, supported by third parties.
Changes in 2023 versus 2022
• Regular patching programme for all
key applications
• Deployment of anti-ransomware software
to the data centres
• Additional resources added to the
IT security team
• Wider use of automated IT software for
system data and settings, e.g. scanning
tool or risk assessment software
• Addition of Workspace ONE
Performance measures to monitor risk
• Number of serious IT incidents and time
taken to respond
• Major Incident Review actions
• Actions arising from IT security
self-assessments
• External testing and benchmarking of our
IT security environment
• IT-specific risk register focused on assessing,
monitoring and tracking IT-related risk
Overall risk:
Low
Trend: Stable
Stable, albeit compliance with SEC reporting
and the Sarbanes-Oxley Act remains a
requirement.
Overall risk:
Medium
Trend: Stable
While volumes of cyber attacks continue to
trend upward, mitigating actions result in the
trend for this risk as stable.
Principal risk:
Operational
Breaches of law or regulations
(including tax, competition
and antitrust laws)
Principal risk:
Operational
Failure to ensure business
continuity in case of a
material incident
Strategic Priorities
Strategic Priorities
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
91
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 sanctions, fines 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
• Ongoing programme to ensure all
businesses are compliant with data
privacy requirements.
• Dedicated and enhanced data privacy team,
plus local privacy officers and privacy
champions networks.
• Mandatory online training by all senior
colleagues for the Code of Conduct.
• Compliance with Code of Conduct and other
key policies affirmed by the annual Letter of
Assurance by all senior management.
• Standardised financial control framework
operating in all locations.
• Confidential Speak Up hotline and email
address, monitored and followed up by
Internal Audit.
• Suspected frauds investigated by Internal
Audit as required and lessons learned
implemented by management.
• Periodic fraud risk assessment process.
• User security awareness guidance and
policies refreshed and reissued.
• Updated policies on devices and the
provision of Citrix-only access combined
with global patching programmes.
• Deployment of anti-ransomware to our
data centres.
• Securing information.
Changes in 2023 versus 2022
• Fraud risk assessments mapped to
SOX controls
• Reviewed fraud processes to new legislation
(applicable 2024)
• Translated key financial control processes
and training delivered
• IT general controls project continues to
ensure the integrity of the data and
processes, including colleague education
• Review and refresh of the Major Incident
Reporting protocol
Performance measures to monitor risk
• Completion rate for mandatory U+ training
modules
• Data privacy programme implementation
• Speak Up investigations and remediation
• Key financial controls pass rates
• Periodic review of IT access for critical
applications
Emerging risk
• Economic Crime and Corporate
Transparency Act extends fraud
scope globally
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:
• use of poisons and fumigants in Pest Control;
• driving to and working at customers’ premises;
• working at height; and
• exposure to needlestick injury/biohazards
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
• Robust SHE policies supplemented by
technical policies address higher risk and
regulated activities.
• SHE officers in all jurisdictions, supported by
a dedicated central SHE team.
• Mandatory training of all relevant colleagues
in safe working practices.
• Focus on implementation of Group
fumigation standards throughout the
appropriate businesses and in all new
acquisitions.
• SHE considered as the first item at all Board
and senior management meetings; review of
standardised SHE KPIs.
• Formal review of accidents and circulation of
lessons learned (e.g. Safety Moments videos).
• Vehicle telematics now deployed in
28 countries to reduce accidents and/or
vehicle emissions.
• c.600 electric vehicles deployed in
19 countries to reduce emissions and
drive towards our Net Zero target.
• 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 in 2023 versus 2022
• Roll-out of digital site risk assessment
application which is either live or in pilot in
more than 68 markets, with testing in others
• Refreshed and updated fumigation
subcontractor processes
• Updates to central technical register related
to approved high-risk activity documentation
• Fumigation usage included in carbon
emissions equivalent footprint reporting
• Enhanced safety training to include driver
safety practices
• Implemented a new incident management
solution that supports easier access to report
an incident and enhanced data reporting
• Updated and redeployed internal major
incident reporting protocol
• Independent assessment of readiness
for ESG reporting under CSRD, ISSB and
SEC requirements
Performance measures to monitor risk
• Lost Time Accident rate
W
• Working Days Lost rate
W
• Total emissions and emissions intensity
• Fuel intensity metrics (litres of fuel used
per GBP of revenue)
• Fumigant intensity metrics (CO
2
e per GBP
revenue)
• Energy usage and percentage of green
energy purchased
• Electric vehicle deployment (number of
vehicles and countries)
• Completion rates for mandatory U+ training
Overall risk:
Medium
Trend: Stable
No significant changes, resulting in a stable
trend.
Overall risk:
Medium
Trend: Stable
No significant changes, resulting in a stable
trend.
Principal risk:
Operational
Fraud, financial crime and
loss or unintended release
of personal data
Principal risk:
Operational
Safety, health and the
environment (SHE)
Strategic Priorities
Strategic Priorities
Risks and Uncertainties
continued
92
Rentokil Initial plc
Annual Report 2023
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.
Mitigating actions
• HR development processes, including
Employer of Choice programme.
• Regular tracking of customer satisfaction
and the perception by both customers and
non-customers of Rentokil Initial,
benchmarked against competitors.
• 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.
• Incentives for Sales and Service staff aligned
closely with strategic priorities, based on
delivering improved customer service levels.
• 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.
• HR-lead recruitment initiatives, including
recruit ahead, benchmarked pay plans,
global careers and recruitment websites.
• Regular review of major IT programmes by
the Chief Information Officer.
• IT Investment Committee to ensure sufficient
allocation of resources, with a quarterly
IT risk meeting to ensure oversight of IT
transformation plans.
• Local business continuity plans.
Changes in 2023 versus 2022
• The new U+ training platform is the primary
training platform for colleagues
• Continued deployment of IT programmes
and tools to frontline colleagues
• Diversity, equity and inclusion training
programme to leaders, managers
and colleagues
• Launch of new external recruitment website
enhancing our internal job referral platform
Performance measures to monitor risk
• Sales and Service colleague retention
W
• The number of online training courses
being developed
• U+ learning views
• State of Service
W
• Customer satisfaction (Customer Voice
Counts)
W
• Customer retention
W
Emerging risk
• Potential for disruption to customer
service in North America due to the
branch consolidation programme
Overall risk:
Medium
Trend: Stable
No significant change resulting in a
stable trend.
Principal risk:
Operational
Failure to deliver consistently
high levels of service to the
satisfaction of our customers
Strategic Priorities
Where to find further information
Failure to integrate acquisitions and execute disposals from continuing business
Our Strategic Priorities, pages 16 to 19
Failure to develop products and services that are tailored and relevant to local
markets and market conditions
Innovation in Pest Control, pages 26, 27 and 42
Our Strategic Priorities, pages 16 to 19
Innovation and digital services for customers, page 71
Failure to grow our business profitably in a changing macroeconomic environment
Our Business Model, pages 14 and 15
Colleague and Shareholder KPIs, pages 22, 24 and 25
M&A execution, pages 18, 32, 33 and 60
Our journey to net zero, pages 11 and 80
Failure to mitigate against financial market risks
Note C1 Financial risk management, pages 203 and 204
Breaches of laws or regulations (including tax, competition and anti trust laws)
Policies and practices, page 116
Failure to ensure business continuity in case of a material incident
Cyber security, page 116
Fraud, financial crime and loss or unintended release of personal data
Policies and practices, page 116
Our responsible business approach, pages 68 to 82
Safety, health and the environment
Key Performance Indicators, pages 22 to 25
Keeping our colleagues safe, page 69
Environment, pages 72 to 82
Failure to deliver consistently high levels of service to the satisfaction of
our customers
Innovation and digital services for customers, page 71
Colleague and Customer KPIs, pages 22 to 24
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
93
Viability Statement
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 88 to 93.
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 2026.
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 2026. 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 3 to 94). 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 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:
• Revenue reduces by 20% against the
budget for six months of 2024. 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 revenue 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 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 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: failure to ensure business continuity in
case of a material incident; breaches of laws
or 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 c.39% of 2024 Global Revenues (GDPR
capped at 10%), or a 57% downturn in Global
Revenues for existing headroom to be fully
used. If we assumed no mitigating activities
as described above, this would be 37% 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. None of the scenarios required
additional external funding above and beyond
existing committed facilities and in the most
severe downside scenario the minimum
headroom modelled was c.£1bn before the
inclusion of mitigating actions.
In the three-year period of the viability
statement, the Group has three debt
maturities. In November 2024 the €400m
bond matures, followed by the $700m term
loan in October 2025 and the €500m bond
in May 2026. As at 31 December 2023, the
Group had total undrawn committed facilities
of $1bn (£785m) and unrestricted cash, net
of overdrafts of £818m, giving the Group
combined headroom of £1,603m.
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 2023, 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. In addition to this the
Group also obtained a second long-term
rating (BBB with a Stable outlook) from
Fitch Ratings during 2023.
The combination of a strong investment
grade credit rating, the RCF banks’ willingness
to provide debt funding free of financial
covenants, 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 2026.
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Corporate Governance
96
 Chairman’s Introduction to Governance
98
 Governance at a Glance
99
 Board of Directors
 102
 Executive Leadership Team
 104
 Corporate Governance Report
 117
 Audit Committee Report
 125
 Nomination Committee Report
 131
 Directors’ Remuneration Report
 162
 Independent Auditors’ Report
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
95
Chairman’s Introduction to Governance
The integration of Terminix has been
a key focus for the Board, and the Group
has made strong progress with the
integration, successfully delivering on all
our integration milestones and achieving
our cost synergy targets for the year.
Richard Solomons,
Chairman
Dear Shareholder
The Group delivered a good operational
and financial performance in 2023, despite
the continuing macroeconomic uncertainty
in certain markets, including inflationary
pressures in key markets. In achieving strong
revenue growth and improved margins, the
Group has demonstrated the resilience of our
business model. This is underpinned by our
provision of essential services, a diversified
portfolio, global presence, and our firm
commitment to innovation.
The integration of Terminix has been a key
focus for the Board, and the Group has
made strong progress with the integration,
successfully delivering on all our integration
milestones and achieving our cost synergy
targets for the year. The combination
continues to create significant
value-enhancing benefits, and the Group
has upgraded our expectations for total cost
synergies. Lower sales lead generation and
conversion in a softer consumer market in the
second half of 2023, however, has resulted
in a slowdown of organic growth in North
America. The Board has evaluated the
business’s response to these market
conditions, so as to maintain our underlying
operating momentum in the region, and
there is a clear and comprehensive plan, to
strengthen our sales and marketing capability,
and drive customer wins, in the region. The
Board will continue to closely monitor any
impact on our share price that this may have.
Given the Group’s operational and financial
performance in the year, I am pleased to
announce that the Board is recommending a
final dividend of 5.93p per share for 2023.
An overview of the key matters considered
by the Board during the year is set out
below, with further detail provided on
the Board’s composition, activities and
corporate governance arrangements in
the following pages.
Strategy
Throughout the year, the Board has monitored
the Group’s performance against our strategy,
with consideration given to our strategic
priorities. Rentokil Initial is the world’s largest
pest control and hygiene and wellbeing
services provider, and we continue to progress
our strategy, with sustained organic growth
and bolt-on M&A. In 2023, the Group acquired
41 new businesses, with a focus on high-
quality pest control businesses in Growth and
Emerging markets, and the expansion of our
Hygiene & Wellbeing business. Further details
as to our strategic priorities, and the progress
that the Group has made on them in the year,
can be found on pages 16 to 19.
Safety, health and
environment
At Rentokil Initial, 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.
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This is emphasised through our mission:
Protecting People, Enhancing Lives and
Preserving our Planet.
The Board reviews safety, health and
environmental (SHE) performance at each
meeting, and is pleased to note our sustained
delivery of high levels of colleague safety
performance, as the Group continues to give
priority to ensuring that everyone gets home
safe at the end of their working day. During the
year the Board also discussed the Group’s
broader sustainability strategy, including the
environmental initiatives across the Group.
More information can be found in the
Responsible Business section on pages 68 to
82 and in our separate Responsible Business
Report, which is published on our website.
Board composition and
effectiveness
At the conclusion of our Annual General
Meeting (AGM) in May 2023, Julie Southern
stepped down from the Board, having
served as a Non-Executive Director for nine
years, with our considerable thanks for her
exemplary support and guidance.
In April 2023, we welcomed Sally Johnson,
Chief Financial Officer at Pearson plc, as a
Non-Executive Director. Sally subsequently
succeeded Julie as Audit Committee Chair in
May. Sally brings strong financial expertise,
and US listed company experience, to the
Board and has settled in well to the role
following a comprehensive induction as
detailed on page 130.
Further details on Board composition may
be found on page 107 and on succession
planning on page 127.
In 2023, we undertook an external Board
evaluation, facilitated by Chris Saul of
Christopher Saul Associates. The report
found that the Board and Board Committees
continue to operate effectively. Information on
this year’s Board evaluation, and the progress
made with the actions arising from the prior
review, can be found on pages 112 and 113.
Remuneration
The Remuneration Committee Chair led a
comprehensive engagement process with key
shareholders during 2023 and early 2024,
as the Board puts forward a new Directors’
Remuneration Policy for shareholder approval
at the AGM in May 2024. Full details of the
Remuneration Committee’s activities,
including the new Directors’ Remuneration
Policy, is contained in the Directors’
Remuneration Report on pages 131 to 161.
People
We believe that it is our colleagues who make
Rentokil Initial what it is. The Board recognises
the great team of people that the Group has,
and is grateful to all our colleagues for their
professionalism and dedication. We have
continued our investment in being a
world-class Employer of Choice, with a
particular focus in the year on the North
America business and the integration of the
Terminix business. The Group now has 62,900
colleagues across the globe, with a shared
mission, vision and values. The Board aims
to engage with a broad range of colleagues,
through attendance at meetings, partaking
in colleague events, and site visits. We also
receive fulsome updates from management
on our colleagues, workforce engagement
undertaken and culture. A key method for the
Board to monitor culture, and to understand
the sentiments of employees, is the Your
Voice Counts (YVC) colleague survey.
A YVC colleague survey was held in 2023, as
detailed on page 70. The Board was pleased
to note that we retained our strong levels of
engagement and enablement, and that the
Group received excellent feedback on the
questions relating to SHE, My Manager, and
Diversity, Equity and Inclusion. The Board’s
oversight of the Group’s culture can be found
on page 116, along with an overview of the
Board’s engagement with colleagues, and
our wider stakeholders on pages 114 and 115.
As can be seen below, as part of our ongoing
engagement activities, I visited our Hong Kong
office in November 2023.
During the year, the Board and the Nomination
Committee continued to discuss the
composition of and succession plans for
senior management, with a particular focus
on the North America leadership team.
In October, Brett Ponton stepped down as
the CEO of the Company’s North America
region. The Board is grateful to Brett for
his contribution to the Group. Following a
comprehensive recruitment process, we were
delighted to announce the appointment of
Brad Paulsen as CEO of our North America
region in December 2023. Brad was
previously the CEO of Rexel USA, and brings
significant leadership experience to the
business. See page 127 for further details on
senior management succession planning and
talent development.
Looking ahead
As we embark into 2024, the Board has
confidence in the business’s plans for
maintaining the Group’s performance
and underlying trading momentum,
notwithstanding the continued
macroeconomic headwinds in certain
markets. We will continue to closely monitor
our North America business and the
effectiveness of
THE
R
I
GH
T
WAY 2
plan,
the action plan that has been put in place to
reinvigorate organic growth in North America.
I take this opportunity to express my gratitude
to all our shareholders for their continuing
support to the Company. We will once again
be holding a hybrid AGM in May 2024, which
all shareholders are welcome to attend.
Meeting with colleagues
in Hong Kong
In November 2023, while visiting Hong Kong, I had the pleasure of
spending the day at our local Rentokil Initial office. The visit granted
me the opportunity to meet with the Hong Kong team, and to take a
tour of the office.
Whilst there, the team provided a presentation of the business and its
people, along with an overview of the local market and opportunities
in the region, the business’s key priorities, a SHE update, and the
business’s key initiatives for 2024. I also held a Q&A session with
the team. I am immensely grateful to the Hong Kong team for hosting
me, and for providing me with increased insight into the business,
its people and its customers, which I shared with my Board colleagues
at our next meeting.
Richard Solomons,
Chairman
7 March 2024
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
97
Governance at a Glance
Board and Committee attendance at meetings held in 2023
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Overall
attended
David Frear
100%
Stuart Ingall-Tombs
100%
Sally Johnson
1
100%
Sarosh Mistry
2
83%
John Pettigrew
100%
Andy Ransom
100%
Richard Solomons
100%
Julie Southern
3
100%
Cathy Turner
100%
Linda Yueh
100%
1. Sally Johnson was appointed on 1 April 2023.
2. Sarosh Mistry was unable to join the additional unscheduled meeting of the Board, and two Remuneration Committee meetings, one of which was an
additional unscheduled meeting, due to conflicting commitments which could not be rearranged.
3. Julie Southern resigned on 10 May 2023.
45–54
33%
55–64
56%
65–74
11%
Snapshot of our Board
at 31 December 2023
Female 33% (3)
Male
67% (6)
Asian/Asian
British 22% (2)
White British
or other
White 78% (7)
Finance
44%
Legal
17%
Economics 17%
HR
11%
Management 11%
Independent
Non-Executive
Directors 67% (6)
Executive
Directors 22% (2)
Non-Executive
Chair 11% (1)
Gender
Ethnicity
Independence
Executive Directors
Stuart Ingall-Tombs
Service length
3 years 5 month
s
A
ndy Ransom
15 years 8 month
s
N
on-Executive Directors
Sally Johnson
Sarosh Mistry
J
ohn Pettigrew
R
ichard Solomons
Cathy Turner
9 month
s
6 year
s 0 months
2 yea
rs 9 months
4 years 10 month
s
3 years 9 month
s
Linda Yueh
5 years 2 mont
hs
David Frear
1 year 3 month
s
Directors’ tenure
Age of Directors
Professional background
B
Find out more
Meetings and attendance on page
107
B
Find out more
Board and executive management diversity on page
129
98
Rentokil Initial plc
Annual Report 2023
Board of Directors
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 a Member
of the Board of Governors and the Finance
Committee at the University of Manchester.
Current external commitments
• Chair of the Board and the Advisory
Committee, and Chair of the Remuneration
Committee, Hotelbeds Group S.L.U. (Spain)
• Non-Executive Director and Chair of the
Audit Committee, Mandarin Oriental
International Limited (Bermuda)
• Chair of Spinal Track (appointed
14 December 2023)
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 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.
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
• Non-Executive Director, Informa plc
(appointed 15 June 2023)
• Vice Chair of Street League (a youth
unemployment charity)
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, Stuart 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
Key
Audit Committee member
Nomination Committee member
Remuneration Committee member
Committee Chair
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
99
Board of Directors
continued
Sally Johnson
Non-Executive Director
Appointed:
April 2023
Skills, experience and contribution
Sally brings to the Board substantial
commercial and strategic finance experience
from her extensive executive career. Sally is
the Chief Financial Officer of the FTSE 100
company Pearson plc, which is also listed on
the New York Stock Exchange. Since joining
Pearson in 2000 she has held various finance
and operational roles across The Penguin
Group, the education business and at a
corporate level at Pearson. She was also a
Trustee for the Pearson Pension Plan from
2012 to 2018.
Sally is a member of the Institute of
Chartered Accountants in England and
Wales and completed her training at
PricewaterhouseCoopers.
Current external commitments
• Chief Financial Officer, Pearson plc
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 of Sirius XM between 2003
and 2020, 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
• Non-Executive Director, The NASDAQ Stock
Market LLC, NASDAQ PHLX LLC, NASDAQ
BX, Inc., Nasdaq ISE, LLC, Nasdaq GEMX,
LLC and Nasdaq MRX, LLC.
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
• CEO and Chairman, Sodexo North America
• Board Director, Didi Hirsch Mental
Health Services
Board changes in 2023 and 2024
Having served for a period of nine years, Julie
Southern did not stand for reappointment at
the AGM in May 2023. Sally Johnson joined
the Board as a Non-Executive Director on
1 April 2023.
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Rentokil Initial plc
Annual Report 2023
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,
branding 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.
Current external commitments
• Senior Independent Director and Chair of the
Remuneration Committee, Lloyds Banking
Group plc
• Senior Independent Director and Chair of the
Remuneration Committee, Spectris plc
• Partner, Manchester Square Partners
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 was an
Adviser to the UK Board of Trade until July
2023, 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.
Linda was previously a Trustee of Malaria
No More UK and the Senior Independent
Director of Fidelity China Special Situations
plc, and until May 2023, a Trustee of
The Coutts Foundation.
Current external commitments
• Chair of the Royal Commonwealth Society
• Chair of the Board and Chair of the
Nomination Committee, The Schiehallion
Fund Limited
• Non-Executive Director, SEGRO plc
• Non-Executive Director, Standard
Chartered plc
Catherine Stead, Company Secretary
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.
Catherine will step down as Company
Secretary on 31 March 2024.
Rachel Canham, Group General Counsel, will
succeed Catherine, and assume the role of
Group General Counsel and Company
Secretary from 1 April 2024.
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 the 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 sat 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
• Chief Executive, National Grid plc
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
101
Executive Leadership Team
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.
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.
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 400 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.
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 2022. Rachel
is an experienced corporate and commercial
lawyer. Prior to joining, 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 M&A with responsibility for its global M&A,
joint ventures and restructurings and Senior
Commercial Lawyer in the Major Transactions
team. 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.
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.
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.
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 99. The Chief Executive chairs the ELT, which meets regularly throughout the year, and the Regional
Managing Director of our Latin America region also attends all meetings.
102
Rentokil Initial plc
Annual Report 2023
John Myers
CEO, US Pest Control
Appointed:
October 2013
Role:
John oversees our Pest Control 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.
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.
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).
Brad Paulsen
CEO North America
Appointed:
December 2023
Role:
As CEO of North America, Brad has overall
responsibility for business operations in the
region.
Skills and experience:
Brad joined Rentokil Initial
in December 2023 as CEO North America.
Previously, Brad was CEO of Rexel USA and prior
to that served as Chief Operating Officer of HD
Supply. He spent over nine years at The Home
Depot serving in various merchandising
leadership roles. Brad has also served as a
Non-Executive Director for Dot Family Holdings,
the largest food industry redistributor in North
America, for the past two years.
Brad attended The United States Military
Academy at West Point and graduated with
a Bachelor of Science in Economics. Additionally,
he holds a Master of Business Administration
from Vanderbilt University.
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.
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.
ELT changes in 2023 and 2024
Brett Ponton, CEO, North America, left the Company in October 2023 and was succeeded by Brad Paulsen in December. Alain Moffroid, currently
Managing Director, Europe, will become Chief Commercial Officer on 1 April 2024. As part of this new role, Alain will lead the Marketing and Innovation
Function. Fabrice Quinquenel, currently Managing Director, France, Nordics & Poland, will succeed Alain as Managing Director, Europe, and become a
member of the ELT, with effect from 1 April 2024. Gary Booker, Chief Marketing, Innovation and Strategy Officer, will be leaving the Company in April 2024.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
103
Corporate Governance Report
Compliance with the
UK Corporate Governance
Code 2018
For the year ended 31 December 2023, the
Company has applied the principles and
complied with all of the provisions of the
UK Corporate Governance Code (the Code),
which was published in July 2018.
The Company’s application of the Code’s
principles and its compliance with the supporting
provisions during the year is evidenced
throughout the Annual Report. We have set out
below an overview of how the Company has
applied the principles of the Code in 2023,
with links to relevant sections in the report.
During the year, the Board also received an
update as to the proposed changes to the
Code by the Financial Reporting Council (FRC),
with the Company submitting a response to the
consultation in this regard. The revised Code
was published in January 2024, and will apply
for financial years beginning on or after 1 January
2025. In 2024, the Board will review the revised
Code, and consider the steps necessary to
address the changes to corporate governance
and corporate reporting provided for in the
2024 Code.
The full text of the Code is available on the FRC’s
website at
frc.org.uk
.
Statement of application
of Code principles
1. Board leadership and Company
purpose
A. The role of the Board
The biographies for the Directors of the
Company are outlined on pages 99 to 101,
and include details as to their respective
skills and experience.
The Board promotes the long-term sustainable
success of the Company through the decisions
it takes about the services, customers and
markets in which the Group operates, and
maintains a dividend policy to share the
value generated by these operations with
shareholders. The Group’s business model is
explained on pages 14 and 15 and the Group’s
strategic priorities are outlined on pages 16
to 19.
B. Purpose, values and culture
Our mission, vision and values are described
on page 4, and our culture is summarised on
page 5. An outline of the Board’s ongoing
monitoring of the Company’s values and
culture is provided on page 116.
C. Resources and controls
The Risk and Uncertainties section on pages
87 to 93 details the Group’s principal risks, and
our risk management framework. The Board’s
review of the risk management framework is
outlined on page 123.
The Board has a formal system in place for
Directors to declare a conflict, or potential
conflict of interest, as summarised on
page 126.
D. Stakeholder engagement
Our key stakeholders are set out on pages 84
and 85, with the section 172(1) statement,
on how Directors have had regard to
stakeholders when discharging their duties,
being found on page 83.
On page 111, we have included examples of
how the Board considers the views of our
key stakeholders in its decision-making.
E. Workforce policies and practices
The Company’s Code of Conduct sets out
our values and the standards of behaviour
expected from all colleagues. The Code of
Conduct also provides guidance on Speak
Up, the Company’s whistleblowing facility.
Further details can be found on page 116.
2. Division of responsibilities
F. Role of the Chair
The responsibilities of the Chair of the Board,
Richard Solomons, are defined on page 106.
G. Board composition and division of
responsibilities
At least half of the Board, excluding the
Chairman, are considered independent.
Full details are provided on page 107.
The responsibilities of the Executive and
Non-Executive Directors are described on
page 106.
H. Role of the Non-Executive Directors
The current significant external commitments
of each of the Directors are included in the
Board biographies on pages 99 to 101.
The Board’s approach to assessing external
commitments, including those considered
during the year, can be found on page 107.
A table detailing the number of Board,
and Audit, Nomination and Remuneration
Committee meetings held in 2023, and
Director attendance at those meetings,
is provided on page 98.
I. Board policies, processes, information,
time and resources
The Company Secretary works with the Chair
of the Board, the Chairs of the Committees,
the Chief Executive and other members of
management to ensure that the Board has
the policies, processes, information, time
and resources it needs in order to function
effectively and efficiently.
3. Composition, succession
and evaluation
J. Appointments to the Board
The Nomination Committee (which comprises
all the Non-Executive Directors and the
Chairman) is responsible for succession
planning for, and recommending candidates
for appointment to, the Board. For more
information about the work of the Nomination
Committee and the Board’s policy on diversity,
equity and inclusion, see the Nomination
Committee Report on pages 125 to 130.
K. Board skills, experience and knowledge
The key skills and experience of each of
the Directors are included in the Board
biographies on pages 99 to 101.
L. Board evaluation
In 2023, the Board undertook an externally
facilitated review, in line with the Code,
as described on pages 112 and 113.
4. Audit, risk and internal control
M. Independence and effectiveness of
internal and external auditors
The Audit Committee is responsible for
reporting to the Board on a range of matters
concerning audit, risk and internal controls.
For more information about the role and work
of the Audit Committee, the external auditors
and the Internal Audit team, see pages 117
to 124.
N. Fair, balanced and understandable
assessment
The Board’s approach to secure a fair,
balanced and understandable report is
provided on page 121.
The Directors’ statement on ‘fair, balanced and
understandable’ can be found on page 245.
O. Risk and internal control
Our approach to risk management and internal
control together with the Group’s principal
risks is set out on pages 87 to 93.
The Board and Audit Committee’s oversight of
the risk management and the internal control
framework is summarised on page 123.
5. Remuneration
P. Remuneration Policy and practices
The Remuneration Committee is responsible for
determining remuneration policies and practices
which support the strategy and promote the
long-term sustainable success of the Group.
For more information about the work of the
Remuneration Committee, see the Directors’
Remuneration Report on pages 131 to 161.
Q. Executive remuneration
The current Directors’ Remuneration Policy
was approved by shareholders at our Annual
General Meeting (AGM) in May 2021. A copy
of the policy can be found on our website.
Details of how the policy was applied during
2023 and how the Remuneration Committee
has undertaken its duties can be found in the
Directors’ Remuneration Report on pages 131
to 161.
In accordance with corporate governance
requirements, the Directors’ Remuneration
Policy will be put to shareholders for approval
at the AGM in May 2024. A copy of the
proposed policy can be found on pages 152
to 158. As part of the process for developing
the policy, the Chair of the Remuneration
Committee consulted with major institutional
shareholders on the proposals.
R. Independent judgement and discretion
The Remuneration Committee determines
remuneration outcomes for the Executive
Directors and other members of senior
management and in so doing exercises
independent judgement and discretion in the
context of Company performance and individual
performance and the wider circumstances,
as appropriate. No Director or member of
management is involved in determining their
own pay.
104
Rentokil Initial plc
Annual Report 2023
Governance framework
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
117
to
124
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
125
to
130
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
131
to
161
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 periodically.
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
6
to
9
B
Biographies on pages
102
to
103
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 play an
important role in the operation of our governance framework. For details on how we engage with them, see pages 114 and 115.
B
Biographies on pages
99
to
101
B
Key activities during 2023 on pages
108
to
110
B
Strategic priorities on pages
16
to
19
INFORMING
INFORMING
INFORMING
REPORTING
REPORTING
REPORTING
The Board
Board Committees
Chief Executive and the Executive Leadership Team (ELT)
Management Committees
Disclosure Committee
Comprising the Chief Executive,
Chief Financial Officer, Group
Financial Controller and 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, 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 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 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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
105
Senior Independent Director (SID)
John Pettigrew
• Leading the Non-Executive Directors’
appraisal of the Chair of the Board
• Working with the Chairman on Board
effectiveness
• Providing an alternative channel of
communication for investors, primarily
on corporate governance matters
• Being a sounding board for the Chair
of the Board
• Chairing the Nomination Committee when
it is considering succession to the role of
Chair of the Board
Independent Non-Executive Directors
David Frear, Sally Johnson, Sarosh Mistry,
Cathy Turner, Linda Yueh
• Contributing independent challenge
and rigour
• Providing external experience and
knowledge to the Board’s agenda
• Assisting in the development of the
Company’s strategy
• Ensuring the integrity of financial information,
internal controls and risk management
processes
• Monitoring the performance of the Executive
Directors to agreed goals and objectives
• Advising and being a sounding board
for Executive Directors and members of
the ELT
• Performing their Committee responsibilities
Company Secretary
Catherine Stead
• Assisting the Chairman in developing the
Board calendar and agendas
• Ensuring that the Board has the policies,
processes, information, time and resources
it needs in order to function effectively
and efficiently
• Assisting the Chairman and SID in their
evaluation of the Board’s effectiveness
• Advising the Board and its Committees
on governance matters and managing
effective corporate governance and
compliance arrangements for the Board
and the Group
• Facilitating Board induction and development
programmes
• Facilitating Board engagement with the
business and key stakeholders
Corporate Governance Report
continued
Division of responsibilities
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 105. The clear division between executive and non-executive responsibilities promotes accountability and oversight.
The roles of Chair of the Board and Chief Executive are separate with their responsibilities well-defined. The pro-forma appointment letters for a
Non-Executive Director and the Chair of the Board are available on our website. The responsibilities of the Board members are set out below.
Chair of the Board
Richard Solomons
• Leading the effective operation and
governance of the Board
• Setting the Board agenda, including
discussing issues of strategy, performance,
accountability, risk and sustainability
• Demonstrating objective judgement,
and providing constructive challenge
to management
• Facilitating active engagement by
all Directors
• Setting clear expectations on culture,
values and behaviour
• Ensuring effective communication with
shareholders and other stakeholders
• Leading the annual evaluation of
the performance of the Board and
Chief Executive
Chief Executive
Andy Ransom
• Ensuring effective leadership and day-to-day
running of the Company
• Recommending and executing strategies
and strategic priorities
• Managing operational and financial
performance, including monthly performance
reviews with all regions, and identifying and
managing risks to achieving the strategy
• Keeping the Chairman and Board appraised
of any key matters
• With the Chief Financial Officer, explaining
the Company’s performance to shareholders
and other stakeholders
• Reviewing the organisation structure,
including executive management capability,
development and planning for succession
• Overall development of Group policies
and the communication of the Company’s
mission, vision and values
• Promoting the Company’s responsible
business (ESG) agenda
Chief Financial Officer
Stuart Ingall-Tombs
• Supporting the Chief Executive in developing
and implementing strategy
• Supporting the Chief Executive in managing
the operational and financial performance of
the Group
• With the Chief Executive, explaining
performance to shareholders and
other stakeholders
• Presenting and reporting accurate and timely
historical financial information
• Recommending appropriate financing,
tax and treasury arrangements
106
Rentokil Initial plc
Annual Report 2023
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 106. They receive advice and
support from the Company Secretary and the
Group General Counsel. Full details of the
Board members who served during 2023,
and in 2024 to the date of this report, are on
pages 99 and 101.
Non-Executive Directors have regular
opportunities to meet members of the ELT
and other members of senior management
(see pages 114 and 115) and also have at
least one meeting during the year with the
Chairman to facilitate discussion without
executive management present. In 2023,
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.
Sally Johnson joined as a Non-Executive
Director on 1 April 2023. Details of the
recruitment process undertaken can be found
on page 127. She became a member of the
Nomination Committee and Audit Committee
from her date of appointment, and succeeded
Julie Southern, who stepped down from the
Board on 10 May 2023, as Audit Committee
Chair on that date.
Further information on appointment and
succession planning is provided in the
Nomination Committee Report on page 127.
The Board keeps its membership, and that
of its Committees, under review in order to
maintain an ongoing and appropriate balance
of skills and experience.
The Board considers that it and its Committees
have an appropriate composition to discharge
their duties effectively.
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 on page 98.
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 Directors retain the
necessary independence of judgement.
In their continued constructive challenges to
the executive team and senior management
at Board and Committee meetings, the
Non-Executive Directors 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 the identified
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 146. 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 98.
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 126.
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 2024 (see page 242).
Meetings and attendance
The Board met a total of ten times during
the year, one of which was an additional
unscheduled meeting. A committee of the
Board met four times for scheduled meetings
in relation to the release of financial results
and trading updates. The membership and
attendance at Board and Committee meetings
during 2023 is shown on page 98.
During the year, Sarosh Mistry was unable
to join the additional unscheduled meeting of
the Board, and two Remuneration Committee
meetings, one of which was an additional
unscheduled meeting, due to conflicting
commitments which could not be rearranged.
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.
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 individual’s
views ahead of the meetings and brief them
on the outcome. We believe that all Directors
have sufficient capacity to perform their
roles effectively.
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 commitment. The significant external
commitments of the Directors can be found
in their biographical information on pages 99
to 101.
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.
There was only one significant external
appointment considered and approved by
the Board during 2023, being Andy Ransom’s
appointment as a Non-Executive Director
of Informa plc in February 2023.
We monitor, in line with published investor
guidance, the issue of Board Directors
becoming over-committed by taking on
too many potentially significant positions
(otherwise referred to as ‘overboarding’),
and the need to remain flexible to deal with
unforeseen circumstances.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
107
Corporate Governance Report
continued
Strategy
The Board monitors the Group’s performance
against its strategy, as defined at the annual
strategy review sessions, throughout the year.
Strategy updates provided to the Board
include reports by the Chief Executive at
each scheduled Board meeting, which among
other things include an overview of health
and safety results, operational business
performance, investor relations, M&A, external
insights and people matters. The Board also
receives performance management reports
from the Chief Financial Officer, which
include information on our financial and
non-financial key performance indicators
(KPIs), and the outcome of regional business
and functional reviews.
The Board’s annual strategy day was held over
two days in November and gave the Board
the opportunity to conduct a comprehensive
review of the Group’s medium-term
strategic plan. This year’s event consisted
of presentations on the key strategic issues
for the Group, the growth plan for the North
America business, an update on customer
needs and market opportunities, a review of
the Group’s digital marketing strategy, an
update on the Cities of the Future strategy,
and an overview of the Group’s IT strategy.
The Board also received an external
presentation from the Company’s brokers on
the external macro financial environment and
medium-term financial outlook, and held a
session on key global themes with Kearney
(an external consultancy firm). Further details
as to the Board’s consideration of the potential
use by the business of Artificial Intelligence
(AI) and Extended Reality (XR) can be found
on page 110.
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 the first item on the agenda at
scheduled meetings. 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. Details of the key
matters receiving Board attention at meetings
in 2023 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. Examples of this
approach in relation to certain principal
decisions taken by the Board during the
year can be found on page 111.
During 2023, the Board undertook regional
deep dives with the management teams for
North America; Europe, the Caribbean and
Latin America; the Pacific; and the UK &
Sub-Saharan Africa regions. These sessions
provide an overview of operational
performance and future strategy for the
region, and highlight specific areas of progress
or challenge. They also allow the Board the
opportunity to gain further knowledge and
engage with the leadership team in the
region on particular areas of focus. One of the
reviews of North America took place as part of
the Board’s overseas visit to Chicago in June
2023. More details can be found on page 109.
In June and December, the Board considered
the Group’s sustainability strategy, including
the steps being taken to achieve net zero
by 2040 and the progress of regional
sustainability plans to achieve agreed
targets by 2025 (see the Responsible
Business section on pages 68 to 82 for
more information).
The Head of Investor Relations presented
to the Board in June on the Investor
Relations function, the composition of the
Company’s share register and planned
investor engagement activities. The Board
also discussed the Company’s American
Depository Receipt (ADR) programme and
the key areas of focus for investors.
Customer and supplier contracts over an
agreed threshold are also reviewed and
approved by the Board. In 2023, these
included an energy contract and vehicle
supply contract.
Safety, health
and environment
A review of safety, health and environmental
(SHE) performance is the first item on the
agenda of each scheduled Board meeting; a
practice mirrored at ELT meetings. The Board
receives updates from management on health
and safety performance, including KPIs, and
consideration of any major incidents during
the period, identifying any root causes and
actions or learnings as a result. Further details
on colleague safety can be found in the
Responsible Business section on page 69.
An update on the Group’s Lost Time Accident
(LTA) and Working Days Lost (WDL) KPIs (see
page 22) is provided in each SHE presentation
to the Board. In addition, twice a year, the
Board reviews our SHE leading indicators.
There are three leading indicators which
focus on our more hazardous activities,
such as fumigation, that are consistently
measured across the Group, and two leading
indicators that focus on compliance with key
safety training.
Throughout the year, the Board discussed
the Group’s broader sustainability strategy,
including the environmental initiatives in
progress across the Group. The Board also
considered updates on the stakeholder
landscape from an ESG perspective and
ESG reporting requirements. In 2023,
we engaged an external specialist
consultancy firm to support the in-depth
process of understanding the material
sustainability-related impacts, risks and
opportunities for the Group, in preparation for
compliance with the Corporate Sustainability
Reporting Directive (CSRD) and enhanced
ESG reporting in the future. The outcome of
this initial assessment was shared with the
Board (see the Responsible Business section
on pages 72 to 82 for more information).
Board activities in 2023
Create value through product and
service innovations and digital
applications
Be an Employer of Choice
Manage the integration of Terminix
into our North America business
Build our Hygiene & Wellbeing
business
Manage a responsible business
Drive Organic Revenue Growth
in Pest Control
Key to Strategic Priorities:
Drive M&A
108
Rentokil Initial plc
Annual Report 2023
North America site visit
In June 2023, the Board travelled to Chicago to hold a Board meeting and strategic
sessions with the North America leadership team. The visit allowed the Board to review
the Group’s strategic performance and outlook in the region, including the progress
made with the integration of the Terminix business. The meetings, which were held
over three days, included an overview of the North American pest control market, an
in-depth review of the key focus areas for the combined Rentokil Terminix business, a
review of the technology systems within the business, an update on the progress made
with our Employer of Choice agenda, and an overview of the customer experience.
The Board also visited Wrigley Field, the home of the Chicago Cubs, a Major League
Baseball team, for a demonstration of the pest control services provided there by
Rentokil, and took a tour of our Des Plaines Facility, which houses our Ambius, Target
Specialty Products and Pest Control businesses, where the Board had the opportunity
to meet with colleagues from these businesses.
People
In July and December, the Board received
updates from the Group HR Director on
colleague retention, workforce engagement
and culture. This included an overview of the
external employment landscape, an update
on our Employer of Choice programme, and
a summary of the enhancements being made
to the Group’s talent and career development
initiatives. In December, the Board also
received a summary of the key findings from
our colleague survey, Your Voice Counts
(YVC). The survey, which is undertaken every
two years, is one of the principal methods for
both senior management and the Board to
understand the main areas of focus for our
people, and to identify potential opportunities
for improvement. Further details as to the
YVC survey can be found on page 70.
The Board also receives regular updates from
the Chief Executive on any changes to senior
management. Succession planning for the
North America leadership team was a major
focus during the year, with Brett Ponton
stepping down as CEO North America in
October 2023, and Brad Paulsen being
appointed as his successor in December.
In March, the Board approved the Company’s
Gender Pay Report. We continue to have no
material gender pay gap between women and
men, and are making progress in building our
female representation in senior management
roles. The Gender Pay Report is available
on the Company’s website, while further
details of our approach to diversity, equity
and inclusion (DE&I) can be found in the
Responsible Business section on page 69.
In November, the Board received an
update on the UK apprenticeship scheme.
Since 2017, 617 apprentices have obtained
an apprenticeship qualification through
our programmes. Further details on our
apprenticeship scheme can be found on
page 69.
Governance and compliance
The Board received recommendations
from the Nomination Committee on
the appointment or reappointment of
Non-Executive Directors during 2023,
including the appointment of Sally Johnson
as a Non-Executive Director, as set out on
page 127.
The Board reviews its effectiveness
annually and in 2023 work was undertaken
to progress the actions identified from the
previous internal review in 2022, with the
status being considered at the Board
meeting in June. The 2023 review was
externally facilitated by Chris Saul of
Christopher Saul Associates, with the
findings discussed at the Board meeting
in December 2023 and the actions arising
from that review agreed at the February
2024 meeting. Read more on pages 112
and 113.
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 2023, the Board
spent time considering the proposed
changes to the UK Corporate Governance
Code, the requirements introduced by
the Economic Crime and Corporate
Transparency Act, and the additional
reporting requirements outlined in the
draft Companies (Strategic Report and
Directors’ Report) Regulations prior to its
withdrawal in October 2023. Other updates
provided to the Board related to climate
reporting, the Listing Rules and SEC rules.
In December, the Board noted the revision
of various key Group policies, including the
Group Authority Schedule, and approved
an updated schedule of governance
procedures and practices and the
Committees’ terms of reference.
Mergers and acquisitions
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. Regular updates are also included
on the status of the M&A pipeline.
In 2023, the Group acquired 41 businesses.
When a transaction is of a significant size or
involves the Group entering a new territory or
business line, the business case is reviewed
and approved by the Board. During 2023,
the Board approved two acquisitions, further
details of which can be found on page 111.
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.
The Board monitors its competitors on an
ongoing basis through the Chief Executive’s
report and Investor Relations update, with a
specific discussion on our competitors also
taking place as part of the Board’s annual
strategy day.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
109
Corporate Governance Report
continued
Exploring the potential use of technological
advancements for the Group
In November 2023, as part of the annual strategy day sessions, the
Board received an overview of key external forces that may impact
the business in the future from Kearney, an external consultancy firm.
The presentation detailed the evolution of technology, data and
Artificial Intelligence (AI), and provided the Board with insight as to the
potential implications of technological advancements for the Group.
The Board also received an update from the Chief Information Officer
on the Group’s AI journey, including the identification of potential
risks and opportunities, and the development of an AI strategy
and roadmap.
In addition, the Chief Information Officer provided the Board with
an overview of Extended Reality (XR), and what was possible with
the Metaverse and XR in business. XR is the collective reference for
virtual reality, augmented reality and a combination of the two (mixed
reality). The discussion included an exploration of the potential use
cases for the Group, such as virtual and mixed reality training.
The Board also attended live system demonstrations from our IT team,
on ServiceTrak Trusted Advisor, Genesys Unified Comms, and the
Data Command Centre, providing them with the opportunity to
experience the Group’s technology in action.
Financial management
At each meeting, the Chief Financial
Officer updates the Board on the financial
performance of the Group. The Board
reviews the reporting of the Group’s
financial performance, and approves
the financial results and associated
regulatory announcements.
The Board assessed the viability of the Group
over the next three-year period, the potential
impact of the principal risks, and stress-tested
financial forecasts for severe but plausible
scenarios. The Board approved the viability
statement (refer to page 94) and going
concern statement.
Having considered the Group’s dividend
policy and the financial performance of
the Group, the Board approved an interim
dividend for 2023 of 2.75p per share and is
recommending a final dividend for 2023 of
5.93p per share. This equates to a full-year
dividend of 8.68p per share, an increase of
15.0% compared with 2022.
The Board reviews the Group’s capital
structure, including financing needs and
funding, as well as capital allocation
throughout the year. In July, the Board
approved the issuance of 2.5m ordinary
shares to satisfy the 2020 Performance
Share Plan awards which vested in 2023.
Further information on the Company’s capital
structure can be found on pages 242 and 243.
The Board reviews the Group’s annual
operating plan each year, with a draft
considered in December and the final plan
approved early in the following year.
The Board also reviews the Company’s
treasury policy and tax strategy annually.
The treasury policy is designed to ensure
that the Group has sufficient liquidity and
manages financial risk as outlined in Note C1
to the Financial Statements on pages 203
and 204. The tax strategy is aligned to our
wider business strategy, in the belief that
this approach creates a responsible and
sustainable tax strategy that will strengthen
long-term shareholder value. The current tax
strategy, which was approved in December
2023, is available on the Company’s website.
Board activities in 2023
Risk monitoring and oversight
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 and senior management also
update the Board and give it assurance that
risks are being identified, effectively managed
and mitigated.
The Board reviewed the Speak Up process and
reports received in 2023, and considered any
thematic issues identified (refer to page 124).
The Board undertook a review of the
effectiveness of the Group’s risk management
and internal controls systems and found
them to be effective, notwithstanding the
material weakness identified under the SOX
requirements. Further details can be found
in the Audit Committee report on pages 117
to 124.
The Board also receives quarterly summaries
of ongoing material litigation and claims
within the Group, including updates on
termite damage claims by customers in North
America and ongoing actions to manage this
risk, and an annual briefing on IT security
(see page 116).
110
Rentokil Initial plc
Annual Report 2023
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. These business as usual matters,
include items such as the Committee’s terms
of reference and the issue of new shares to
satisfy our executive share plans.
An overview of the Board’s activities during
2023 can be found on pages 108 to 110.
This contains details of the significant
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 2023 (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 83, with further details of the Board’s
engagement with stakeholders during the
year provided on pages 114 and 115.
Building on the strengths
of our businesses
The Board approves acquisitions above a set
threshold, as set out in the Group Authority
Schedule. During 2023, one such example of
this was the acquisition of Action Pest Control,
a residential and commercial business located
in the Midwestern United States.
Key to section 172(1) considerations
Long-term results
Our reputation
Colleagues
Communities and the environment
Fairness between our shareholders
Our business relationships
Promoting the highest
standards of ethical behaviour
In February 2023, the Board received a
comprehensive update on modern slavery,
including the principal risk areas for the
Group, and the initiatives in place to mitigate
the risks. The Board also considered the
Company’s Modern Slavery Statement for
2022 for approval.
Long-term results
The Board determined that the acquisition further supported our residential and commercial
pest control capabilities in North America, with additional scale and density in the Midwest.
The acquisition also provided further technical capability to our commercial work in
the Midwest.
Colleagues
The employees of the acquired business would benefit from the Group’s technical and sales
training and tools, and the opportunity for an enhanced career path. It was also agreed that
the integration of the business into the Group would be phased, in recognition of the existing
impact to colleagues from the ongoing integration of Terminix.
Our business relationships
The Board considered that the acquisition would allow us to offer new and existing
customers a wider range of products and services.
Fairness between our shareholders
The acquisition aligned with our strategy to identify opportunities for broader-based growth,
and with our strong track record of successful M&A integration, will benefit shareholders by
contributing towards a long-term return on their investment in the Company.
Outcome
The Board approved the acquisition, with the purchase of Action Pest Control concluding in
June 2023.
Colleagues
The Modern Slavery Statement highlights how the Company mandates the highest
employment standards for our colleagues in all countries of operation, as outlined in our
Code of Conduct, which emphasises our determination to embed our values of Service,
Relationships, Teamwork and Responsibility across the Group.
Our business relationships
The Board deliberated on the risk assessments of suppliers, and their adherence to the
Group’s Supplier Code, which is aligned to our Code of Conduct, including the potential
outcomes of non-compliance by any supplier. The Board also considered the approach
taken to customer compliance.
Communities and the environment
The Modern Slavery Statement highlights the Board’s recognition of its responsibility to
manage our business and supply chains to identify and alleviate any potential or actual
human rights violations.
Our reputation
The Modern Slavery Statement supports our commitment to maintain the highest standard
of ethical behaviour and governance compliance, and the Board considered the actions
being taken to raise awareness of and to mitigate the potential for modern slavery.
Outcome
The Board approved the Modern Slavery Statement for 2022. The Board considers the
Modern Slavery Statement on an annual basis, and our statement for 2023 was approved
in February 2024. Our Modern Slavery Statement is available on our website.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
111
2023 external Board and Committees evaluation
The process for the 2023 Board and Committees evaluation, which was externally facilitated, is illustrated in the following diagram.
Selection
Chris Saul of Christopher
Saul Associates was
selected to conduct the
evaluation, given the
successful and robust
process and outcome
of the previous review
he facilitated in 2020.
The appointment of
Chris Saul was approved
by the Board in
February 2023.
Planning
The Chairman and the
Company Secretary
met with Chris Saul in
advance to agree the
objectives and scope of
the evaluation, including
the areas of focus.
He reviewed relevant
background materials,
including Board and
Committee papers,
and other relevant
information, to enable
him to undertake a
thorough review of
the Board and its
committees.
Insight
Chris Saul held a
series of detailed,
in-depth one-to-one
conversations with the
Board, key executives,
and representatives of
key external advisors.
The interviews focused
on certain key areas,
including Board
dynamics and meetings,
the agendas and papers,
and the Terminix
acquisition. Another
key theme was the
engagement with
certain key business
areas, including
strategy, performance,
competitors and risk.
Discussions were also
held on areas for focus
over the next 12 months.
He attended one
meeting of the Board and
each of its committees,
and part of the Board’s
annual strategy day, in
order to gather insight
into the Board’s
dynamics, culture,
leadership and individual
Director contribution.
Findings
Following his evaluation,
Chris Saul produced a
detailed report, which
was discussed with
the Chairman and the
Company Secretary.
He attended the
December Board
meeting to present
his findings and
recommendations
for discussion.
Action plan
Following the meeting,
the Chairman, Chief
Executive and the
Company Secretary
reviewed the outcome
of the Board discussion.
Proposed actions for
2024 were presented
at the Board meeting
in February 2024 for
discussion and
agreement.
Stage 1
Stage 2
Stage 3
Stage 4
Stage 5
Board evaluation
In line with best practice, the performance and effectiveness of the Board, its Committees and individual Directors are comprehensively assessed
annually through a formal evaluation. In accordance with provision 21 of the UK Corporate Governance Code, we have adopted a three-year cycle
of external Board evaluations.
The 2022 Board evaluation was internally facilitated, with the outcomes informing elements of the Board’s work. An update on the status of
recommendations resulting from the 2022 review is provided below.
Following two years of internal reviews, in 2023 an external evaluation was undertaken, conducted by Chris Saul from Christopher Saul Associates,
an independent advisory firm. Chris Saul has no other connection with the Company or individual Directors. Chris Saul has previously facilitated the
Company’s Board review in 2020. The process, outcomes and follow-up actions are described in more detail below.
2022 evaluation recommendations and progress made during 2023
Monitor Terminix
integration
An update on the Terminix integration was provided to the Board at each meeting in 2023 with additional in-depth
sessions and an overseas visit held to supplement this. The Board also received briefings on compliance obligations
and changes to regulation in the US throughout the year.
Stakeholder
considerations
and Non-Executive
Director engagement
Customer focus was enhanced in regional presentations and engagement opportunities were considered when
drafting Board agendas. Additional opportunities were introduced in the year to allow the Board to meet with colleagues,
including special lunches and site visits. More information on Board engagement with stakeholders can be found on
pages 114 and 115.
Enhance competitor
oversight
The information flow on competitors to the Board was considered when drafting agendas, with specific discussions held
as part of the Board’s annual strategy day and Investor Relations update.
Review of Board papers
Guidelines were developed and communicated to those responsible for producing papers for the Board and the Board
Committees, alongside updated templates. Individual reviews of some papers were undertaken to streamline them or
ensure clarity of purpose by the Company Secretary.
Corporate Governance Report
continued
112
Rentokil Initial plc
Annual Report 2023
2023 evaluation recommendations
Actions to be taken during 2024
To consider and develop the
balance of Board agendas
in 2024 in order to facilitate
additional focus on key or
emerging areas linked to the
execution of strategy.
• To continue the Board’s focus on the North America business through regular deep dives and overseas visits.
• Ongoing development of the Board’s annual planner to ensure sufficient focus on topics of emerging
prominence or interest, such as AI.
• To review current standing agenda items to ensure that all areas of material risk are adequately addressed
throughout the Board year.
To review the skill set of the
current Non-Executive Directors
to assist the Nomination
Committee with its future
succession planning for
Non-Executive Directors.
• To undertake a Non-Executive Director skills matrix assessment to identify any gaps between the competencies
required to achieve the Company’s strategic goals and the skills and experience of the current Non-Executive
Directors.
• To develop in addition a plan to address any knowledge or skills gaps identified, including the inclusion of
specific deep dive sessions with management or the use of external experts in the 2024 agenda.
To retain focus on the
enhancement of Board papers
and to ensure the frequency
and timings of meetings
remains appropriate.
• To undertake a review of the implementation of the Board and Committee guidance rolled out in 2023 to ensure
ongoing effectiveness.
• To consider the length and locations of meetings, given the increased scale and complexity of the business.
To consider opportunities
for enhanced stakeholder
engagement.
• To consider any additional opportunities for colleague engagement in the Board calendar.
• To review if the Board’s current engagement approach to customers remains appropriate.
Findings and actions for 2024
The findings of the Board evaluation were positive, with the external evaluator finding the Board to be collegiate and well-led, operating to
high standards of professionalism, and benefiting from quality support from the executive team. The evaluation concluded that the Board was
operating effectively. The review set out some recommendations which may add to the efficiency and impact of the Board and its Committees.
Following consideration of these, the Board has approved the following actions for 2024.
Board Committee evaluation
The effectiveness of Audit, Remuneration and Nomination Committees were considered as part of Chris Saul’s evaluation (which involved him
undertaking interviews and attending committee meetings as described overleaf). The review set out findings and recommendations for each
committee. These formed part of the Board discussion held in December 2023 and then each committee considered the findings and agreed the
action plan for 2024 at their meetings in February 2024.
The evaluation process assessed the effective performance of the Board Committees and concluded that they operate effectively and are
well-integrated into Board decision-making processes. Further details are set out in each Committee report on pages 124, 126 and 138.
Director evaluation
In previous years when the Board evaluation has been undertaken internally, each Non-Executive Director has completed a self-evaluation
questionnaire. This year the performance of all Directors was considered as part of the external review process, with Chris Saul meeting
with each Director separately. The performance of the Chairman was also considered as part of the external evaluation process.
The review set out key findings on Board culture, the mix of skills on the Board and the Chairman. In addition, the Chairman continued his usual
practice of meeting with individual Directors throughout the year.
Executive Directors are subject to regular review and the Chief Executive appraised 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. Executive Director performance is also reviewed by the Remuneration Committee as part of its deliberations on bonus payments.
The Nomination Committee takes the outcome of these evaluation processes into account each year in order to inform the Nomination Committee’s
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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
113
Information flow to the Board
• Health and safety reports
• Monitoring performance measures
such as colleague retention
• Results of YVC colleague survey or
other pulse surveys
• Regional deep dive presentations
• Employer of Choice update provided
twice a year
• Key management changes included in every
Chief Executive report
• Monitoring external measures such
as Glassdoor
• Notification of key awards won or other
significant external validation
• Gender Pay Report
• 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.
Wherever possible, the Board seeks to
continue this engagement outside of the
boardroom via informal events such as
lunches or dinners. For instance, in June,
the Board had dinner with the North America
management team, and in November, the
Board had lunch with members of the IT team
and colleagues who have progressed through
our apprenticeship scheme, to allow the
opportunity for further discussion following
a presentation on the scheme to the Board.
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 84).
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 84
and 85, including associated 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.
The following pages provide details of how the
Directors receive information about our key
stakeholders, alongside some examples of
engagement the Directors undertook in 2023.
You can find our section 172(1) statement,
which describes how the Board has regard to
key stakeholders, on page 83, with examples
of principal decisions taken in 2023 and the
attention given to stakeholders in its
considerations on page 111.
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
62,900 people in 90 countries, we believe
the existing framework of local and regional
engagement tools, which flow up to the
Board together with supplementary individual
Director engagement, remains effective.
Management reports to the Board regularly
on performance measures such as colleague
retention, Your Voice Counts (YVC) survey
results and Glassdoor ratings. We expect each
Non-Executive Director to engage individually
with a range of colleagues, so they bring
back their experiences to discuss with the
Board. They do this by visiting technicians or
customers, having discussions with relevant
management teams across different regions
or functions, adding visits to local Rentokil
Initial operations to their other travel plans, or
attending town hall sessions or management
meetings. We also identify ways for individual
Board members and the Board collectively to
engage with target groups across the year.
The workforce engagement undertaken
during the year allowed the Board to gain a
deeper understanding 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 any areas for additional
strategic focus by the Board or management.
Colleagues
Shareholders
Corporate Governance Report
continued
Information flow to the Board
• Chief Executive report at each Board
meeting includes an investor relations
update
• Financial performance reports
• Analyst notes circulated
• Presentations on market perspectives
by the Company’s brokers
• Capital Markets Day and feedback
• 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, meetings with the
Chairman and Chair of the Remuneration
Committee, and the AGM.
The Chairman writes to key shareholders
each year to offer the opportunity to engage
with him ahead of the AGM. In March 2023,
he wrote to our top 20 investors, representing
c.46% of the Company’s issued share capital.
In response to his offer, the Chairman held
multiple meetings with investors. Topics
covered included the integration of Terminix;
sustainability and culture; management
succession; and Board composition. The
Board will have regard to the matters raised
by investors when considering items on the
agenda during the year. The Chairman will
also meet with investors if requested to do
so at other times of the year.
In October 2023, the Remuneration
Committee Chair wrote to investors in the top
30 of our share register, representing c.50% of
the Company’s issued share capital, to outline
proposals for the new Directors’ Remuneration
Policy to be put for shareholder approval at
the AGM in May 2024. We also engaged with
three of the largest proxy voting agencies.
Full details are set out in the Directors’
Remuneration Report on pages 131 to 161.
The final policy is being submitted for
shareholder approval at the AGM in May 2024.
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.
114
Rentokil Initial plc
Annual Report 2023
Customers
Communities
Suppliers
Information flow to the Board
• Regional deep dive presentations
• Customer Voice Counts (CVC) scores
• Strategy day review – including product
pipeline and innovation
• Material customer contracts requiring
Board approval
• Monitoring external measures such
as Trustpilot
Direct Board engagement
The Board has the opportunity to meet
customers on overseas site visits and as part
of a ‘ride-along’ with technicians.
In 2023, Richard Solomons, while visiting our
teams in Atlanta and Memphis, also attended
an event with colleagues and a number of our
strategic customers.
Due to the highly dispersed nature of our
customer base, in which the largest customer
represents significantly less than 1% of
revenue, we believe that the current level of
engagement is appropriate, but this will be
kept under review.
Information flow to the Board
• Safety, health and environmental updates
• Regional deep dive presentations
• Annual Report review
• Responsible Business Report review
• Updates on RI Cares (see page 71)
• 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 2023. Given the
nature of our business we believe that 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:
• review and approval of our major supplier
contracts;
• approval of our Modern Slavery Statement;
and
• 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 85.
2024 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 will be holding
a hybrid AGM in May 2024.
The 2024 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 11.30am on 8 May 2024.
We encourage our shareholders to
utilise the live webcast of the meeting.
Questions can also be submitted in
advance of the meeting by emailing
chairman@rentokil-initial.com. A recording
of the meeting will be available afterwards
on the Company’s website.
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.
Joining our technicians
on the front line
In 2023, many of our Directors joined our
technicians on a ‘ride-along’, with Sarosh
Mistry, David Frear, Cathy Turner and Sally
Johnson all taking the opportunity to join
a ride-along with a pest control technician.
The ride-along grants Directors direct
exposure with our colleagues and our
customers, while also providing them
with a hands-on experience of the work
undertaken by our technicians. Each
Director shared feedback from their
ride-along with the Board.
Sharing expertise among
colleagues
In January 2023, Linda Yueh joined our
Global HR Leadership conference to
present on the current economic
landscape.
The Global HR Leadership team comprises
more than 80 colleagues from across
the Group, and the event was therefore
held virtually.
Linda shared her views on the prevailing
economic climate and key focus areas
for HR, including the cost of living,
wage inflation and the impact on labour
supply, and then answered questions
from colleagues.
Celebrating Thanksgiving
with our colleagues
In November, Stuart Ingall-Tombs,
Chief Financial Officer, joined the North
American management team, serving up
Thanksgiving lunch to colleagues at our
Reading, Pennsylvania, office.
Helping to raise funds
In September, Andy Ransom, Chief
Executive, helped colleagues in Crawley
raise funds for Malaria No More UK, by
being one of the many colleagues who
participated in a 58-mile cycle challenge;
the distance from our head office to our
new technical centre in Waterlooville.
The 304 miles achieved on the day
exceeded the initial target.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
115
Corporate Governance Report
continued
Culture and values
Our culture is characterised as customer
focused, driven to succeed, diverse, down
to earth and innovative. In October 2022,
we launched a refreshed mission, vision and
values, following feedback from colleagues
globally. We updated our mission to include a
third limb of ‘preserving our planet’, and added
a new value, ‘Responsibility’. The revised
cultural framework underpins our vision.
The Board’s ongoing oversight of the Group’s
mission, vision and values ensures that our
culture is aligned with our business goals and
brings purpose to our colleagues. 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. This year the
reports included updates on colleague
retention, enhancing colleague development,
a follow-up on the outcomes of the YVC
colleague survey undertaken in 2021 and
a summary of the key findings from the
2023 survey.
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. In 2023, our Core Culture Index
was 80%, which is broadly in line with our
2021 survey result. Full details can be found
on page 70.
Examples of other ways that the Board
monitors and assesses culture include:
• monitoring Sales and Service colleague
retention rates, overall colleague rolling
12-month retention and analysis of retention
by region;
• monitoring, as appropriate, content and
usage of the U+ online learning platform and
other means of delivering training and
development;
• the results of employee pulse surveys;
• external views such as Glassdoor ratings;
and
• mental health awareness and other
employee campaigns.
The Audit Committee also monitors culture
through its oversight of:
• confidential reporting via the Company’s
Speak Up facility; and
• any compliance failures, such as any
incidences of fraud.
Our approach to investing in and rewarding
our colleagues can be found on pages 69
and 155.
The Board’s culture update twice a year also
includes an overview on the Company’s
approach to diversity, equity 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 69,
128 and 129.
Policies and practices
We have a comprehensive Group-wide
procedure framework in place to supplement
local policies and legislation. The cornerstone
of this policy framework is the Code of
Conduct. 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, and a culture of
integrity, everywhere within the business.
Clear guidelines are provided to 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 confidentially internally and to
disclose information which the individual
believes highlights or would indicate
illegality, unethical behaviour or other
serious malpractice.
We have a Group-wide share dealing policy
and an insider trading policy, which govern
the purchase, sale, and other dispositions
of the Company’s securities by Directors,
senior management and colleagues, that
are designed to promote compliance with
applicable insider trading laws, rules
and regulations.
Specific programmes are in place to support
implementing the Code of Conduct and
underlying policies, national laws and
regulations, and monitoring and reporting
compliance with them. This includes the use
of e-learning training on our online learning
and development platform, U+, and we track
dissemination and adoption across the Group.
We review policies periodically to ensure they
meet current best practice and legislative
requirements, and our technical and safety
standards and practices often exceed local
regulatory requirements.
Examples of our key policies are available on
our website.
Cyber security
The Board oversees the Group’s risk
management and internal control framework,
including consideration of the risks posed from
cyber security threats. Management provides
an in-depth annual update to the Board on the
Group’s IT security arrangements, including
details of our cyber security operations and
performance, and the status of this risk.
To protect the Group from potential cyber
security threats, we have employed
complementary processes for assessing,
identifying, and managing the risk, with our
information systems being protected by a
multi-layered set of technology and processes
(implemented and monitored by cyber security
professionals), and consistent with the US
National Institute of Standards and Technology
(NIST) Cybersecurity Framework (CSF).
This is periodically assessed via recurring
independent third-party assessments, internal
audits, and penetration testing. The Group has
also adopted cyber security incident response
plans, to ensure the appropriate escalation
of potential threats in a timely manner, and
we use our e-learning platform for cyber
security training, along with regular phishing
simulations, to assess the effectiveness of
our training and to test user awareness
of current threats. The Group has not
experienced previous cyber security
incidents that have materially impacted
the business or business strategy.
In addition to the annual presentation to the
Board, the outputs of these security activities
are summarised and reviewed by the Group
Risk Committee and discussed at the IT
leadership team meetings. The Audit
Committee would also be notified of any
control incidents. Third-party partners are
subject to appropriate controls as specified
on Rentokil Initial third-party risk management
processes, procurement processes, and
enforced via service agreement and contract
terms and conditions.
Management reviews cyber security risks
through updates received from the Group
Chief Information Security Officer (CISO),
IT Risk Committee and Internal Audit.
These updates include details of the actions
being taken to prevent, detect, mitigate
and remediate the risk of cyber security
threats. Management also considers
recommendations from the Group CISO,
including any corrective actions required to
address exposed risk to information systems
from cyber security threats.
The Group’s CISO has over 20 years of
cumulative cyber security expertise, across
a range of diverse industries, and leads our
Information Security team. The Information
Security team is supported by an external
third party that provides uninterrupted
security monitoring.
B
Find out more
Risks and Uncertainties on pages
87
to
93
116
Rentokil Initial plc
Annual Report 2023
Audit Committee Report
Dear Shareholder
It is with pleasure that I present the report
of the Audit Committee for the financial
year ended 31 December 2023. The report,
which is my first report since being appointed
Chair of the Audit Committee in May 2023,
sets out how we have discharged our duties
in accordance with the UK Corporate
Governance Code and the key activities
during the year.
Julie Southern stepped down as Audit
Committee Chair in May 2023 and I would
like to offer my thanks on behalf of the Audit
Committee for her contribution over the last
nine years.
During the early part of 2023, a key focus for
the Audit Committee was the consideration
of the financial information and audit-related
disclosures for the 2022 Annual Report.
An additional meeting was held in March
2023, to ensure adequate review time was
given to support acquisition accounting and
related judgements.
The Audit Committee reviewed any further
opening balance sheet adjustments at the July
2023 meeting, where we also considered the
interim financial reporting, and in December
2023, we reviewed the accounting of the
termite provision ahead of the 2023 financial
year end.
Throughout 2023, the Audit Committee has
closely monitored the Group’s journey to
Sarbanes-Oxley (SOX) compliance following
our successful listing on the New York Stock
Exchange (NYSE). We have had regular and
comprehensive updates from management
on the SOX implementation programme,
which the Group commenced in 2022.
The attestation for 2023 full-year reporting
was finalised in early 2024. While progress
has been made in relation to our previously
identified material weaknesses relating to
IT general controls, it has not been fully
remediated and will remain a key focus
for 2024.
PwC was reappointed as our external auditor
at our AGM in May 2023. In 2023, the Audit
Committee has continued its focus on the
oversight of the quality of the external
audit, including the advancement of audit
technology to deliver on our 2023 audit
strategy. We have also completed the annual
audit quality review, and identified with
PwC a series of actions that we can take to
improve the audit process. Overall, the Audit
Committee concluded that the external auditor
and the audit process was effective.
The Internal Audit team continues to utilise
a hybrid model, with some elements of
audits completed remotely and some on-site.
This approach continues to deliver an effective
audit programme. The Terminix Internal
Audit team has been fully integrated into
the Rentokil Initial Internal Audit team, and
process, scope and reporting are aligned
across the businesses.
Regular updates on the control environment
are received from Internal Audit, giving the
Audit 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 2023, with 14 cases
recorded; the same as in 2022. 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.
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 assurance over the
thematic areas of risk and operational
resilience. In line with our commitment to
manage climate change risk, we have 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 2023 Financial Statements.
During the year the Audit Committee has
been briefed on the proposed changes to
the UK Corporate Governance Code, the
requirements to be introduced by the
Economic Crime and Corporate Transparency
Act and the FRC’s Audit Committees and
the External Audit: Minimum Standard (the
Minimum Standard). The Audit Committee
also considered the additional reporting
requirements outlined in the draft Companies
(Strategic Report and Directors’ Report)
Regulations prior to its withdrawal in
October 2023.
Full details of the Audit Committee’s work
during 2023 can be found set out in the
following report.
Sally Johnson
Chair of the Audit Committee
7 March 2024
Sally Johnson,
Chair of the Audit Committee
Areas of focus in 2023
• Review of the financial elements of the
integration of Terminix
• Oversight of the combination of the
Rentokil Initial and Terminix Internal Audit
teams
• Oversight of the external audit, and its
continued effectiveness
• Oversight of the implementation of the
internal controls over financial reporting,
as required by SOX
Areas of focus in 2024
• Oversight of the Company’s SOX
compliance, including the Group’s IT
general controls programme
• Continued review of internal and external
audits
• Oversight of the increased use of thematic
audits and Computer-Assisted Audit
Techniques (CAAT)
• Oversight of the implementation of
enhanced fraud risk assessments
• Fraud control oversight
Committee members:
Sally Johnson (Chair)
John Pettigrew
Linda Yueh
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
117
Audit Committee Report
continued
Activities of the Audit Committee in 2023
The Audit Committee considered the following key areas during 2023 and early 2024:
Matters considered
Discussion and outcome
Find out more
Financial reporting
Financial reporting
The Audit Committee reviewed the 2022 and 2023 Annual Report and Form 20-F, 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 120
Accounting policies
and practices
The Audit Committee considered the application of the Company’s accounting policies
and practices.
Material accounting
policies on pages
175 to 177
Key accounting
matters
The Audit Committee considered key accounting matters, including goodwill impairment,
acquisition accounting and termite damage claims provisioning, in relation to the Company’s
financial results for 2022 and 2023.
Significant issues
and judgements
on page 120
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 121
External audit
2022 Financial
Statements
The Audit Committee received a report from PwC on the results of the audit of the 2022 Financial
Statements, considering key judgements and risks. The letter of representation was also reviewed
and recommended for approval to the Board.
Disclosure of
information to the
auditor
The Audit Committee monitored the arrangements the Company has in place for disclosing all
relevant information to the auditor. A formal confirmation on disclosure of information to the
auditor is provided in the Directors’ Report.
Directors’ Report
on page 245
Effectiveness of the
external auditors
The Audit Committee reviewed the effectiveness of the external auditor to ensure the
independence, objectivity, quality, rigour and challenge of the audit process was maintained.
The Audit Committee concluded that the external auditor and the audit process was effective.
External auditor
and audit process
effectiveness on
pages 121 and 122
External auditor
reappointment
The Audit Committee considered the reappointment of PwC as external auditors, including the
terms and scope of the audit engagement, at its meeting in February 2023. PwC was reappointed
by the Company’s shareholders at the AGM in May 2023. The Audit Committee has recommended
to shareholders the reappointment of PwC as external auditor at the AGM in May 2024.
External auditor
tender and
appointment on
page 122
Audit objectives
The Audit Committee considered an update on the key objectives to evolve the quality of the
Group audit in May 2023.
External audit plan
and strategy on
page 121
Membership and attendance
All Audit Committee members are
independent Non-Executive Directors.
Sally Johnson, Chair of the Audit Committee,
is a Chartered Accountant and in February
2024, the Board determined that the Audit
Committee met the UK and US composition
requirements by virtue of Sally 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
Guidance 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 100
to 102.
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
management, internal audit and the external
auditors. This includes the undertaking of
at least an annual review of effectiveness of
the Group’s risk management and internal
control systems. The Audit Committee also
oversees the relationship with the external
auditors, including their appointment, and
the assessment of their independence
and effectiveness.
The full responsibilities of the Audit Committee
are set out in its terms of reference, which
were last reviewed in December 2023. As part
of the review, the terms of reference were
updated to reflect the requirements outlined
in the Minimum Standard. The updated Audit
Committee terms of reference are available
on our website.
The Audit Committee met six times during the
year, with all members attending all meetings.
Full details of the attendance of the members
during 2023 can be found on page 98.
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 Interim Head
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.
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 2023, these meetings took place in
February and December. The Chair of the
Audit Committee also meets periodically
with the external auditor and other relevant
stakeholders. 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.
118
Rentokil Initial plc
Annual Report 2023
Matters considered
Discussion and outcome
Find out more
Audit strategy
The Audit Committee considered the audit strategy for the 2023 audit, including the audit
approach, significant risks and areas of audit focus, scope and level of materiality.
External audit plan
and strategy on
page 121
Non-audit services
The Audit Committee reviewed and approved the non-audit services and related fees provided by
the external auditor for 2023, and the policy on non-audit services.
External auditor
independence
and objectivity
on page 122
External audit fees
The Committee discussed and approved the fee for the 2023 audit.
External auditor
independence
and objectivity
on page 122
Internal audit
Internal Audit
The Audit Committee considered the conclusions and themes emerging from Internal Audit
reviews conducted during the year and approved the Internal Audit Plan for 2024 in conjunction
with the Board’s strategic review and operating plan for the year. The Audit Committee also
oversaw the combination of the Rentokil Initial and Terminix Internal Audit teams.
Internal Audit on
page 122
Internal Audit
investigations
The Audit Committee discussed 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 122
Internal Audit Charter
The Audit Committee considered and approved the Internal Audit Charter.
Role of Internal
Audit on page 122
Effectiveness of
Internal Audit
The Audit Committee reviewed and confirmed the effectiveness of the Internal Audit function.
Internal Audit
effectiveness on
page 122
Risk management and internal controls
Internal control
framework
The Audit Committee reviewed the effectiveness of the internal control and risk management
framework.
Risk management
and internal controls
on page 123
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 controls
on page 123
Group risk
The Audit Committee considered the Group risks and actions to enhance their measurement,
monitoring and mitigation actions, including approval of the principal risks disclosed in the 2022
Annual Report and consideration of those for the 2023 Annual Report.
Principal risks on
pages 87 to 93
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 and internal
controls on page 123
SOX controls
The Audit Committee received regular updates on the status of the implementation of the Company’s
SOX programme. An in-depth review of the status of our SOX compliance for 2023 was undertaken as
part of the meeting in December, including discussion as to any identified material weaknesses and
significant deficiencies.
SOX controls on
page 124
Governance and compliance
Regional deep dives
The Audit Committee received and discussed reports from the Regional Finance Directors of the
Pacific and UK & Sub-Saharan Africa regions. These provided details on the financial reporting for
the regions and the control environment in the businesses.
See also Board
activities on
page 108
Tax
The Audit Committee considered and recommended the Group’s 2023 tax strategy for approval
at its meeting in December.
Our tax strategy
can be found on
our website
Litigation
The Audit Committee reviewed quarterly reports of all material litigation and disputes provided
by the Group General Counsel.
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 123
The Minimum Standard
The Audit Committee considered an in-depth analysis of the requirements.
Governance and
compliance on
page 123
Terms of reference
The Audit Committee’s terms of reference were updated following its annual review, with
enhancements made in light of the Minimum Standard.
These are available
on our website
Audit Committee
effectiveness
The Audit Committee undertook its annual review of the effectiveness of the Audit Committee.
Effectiveness review
on page 124
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
119
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 Committee reviewed and recommended approval of the half- and full-year
financial statements during the year. Following the listing of our American Depository Shares in October 2022, the Company is also required to file a
US annual report (Form 20-F), which the Audit Committee reviewed as part of its year-end process. The sections below set out the significant issues
and judgements that were applied in preparing the 2023 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 2023 and early 2024, notably at the review of the interim results, at the review and
agreement of the audit plan for 2023 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 176 and 177 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. At the
balance sheet date, recognition of acquired assets and liabilities is
often provisional, although measurement period adjustments made
in the following year are generally immaterial. Judgement is often
required to determine whether required adjustments relate to the
period pre- or post-acquisition.
At the year end, management provided the Audit Committee with
a summary of M&A activity in the preceding year, including details
of new acquisitions, as well as updates to provisional accounting.
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 195 and 196 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 has a net zero target for 2040 (see page 80) and this
plan requires 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 2023, the Audit
Committee considered climate change risks 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 in February 2024.
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 £5m 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.
Legacy termite damage claims provisioning
As part of the acquisition of Terminix in October 2022, we recognised
a significant provision for future termite damage claims whose liability
existed at the acquisition date. Termite damage claims include
judgements on the quantum, timing and severity of claims over a
multi-year period.
The judgements here should be read in line with the section above
on acquisition accounting.
Management gathered the historical data, contract data and other
supporting data to provide the basis for forward-looking judgements.
The Group has also hired external professional advisors to support
modelling and analysis and to help management with meeting the
requirements of SOX. On the termite damage claims, it may take many
years before we fully understand the outcomes and we have provided
sensitivity analysis on pages 185 and 186 to help understand the
estimation and judgement involved. We will be maintaining external
valuation support on an ongoing basis to validate the provisioning.
The Audit Committee considered the outcomes of the 2023 review.
This has been reported as updates to acquisition values and through
the results for the period as applicable.
120
Rentokil Initial plc
Annual Report 2023
Other financial reporting
matters
Going concern and viability statements
At its meeting in February 2024, 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 2023 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 2023 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 (2024 to
2026) respectively and how they could be
mitigated. The going concern statement for
2023 can be found on page 244, and the
viability statement for 2023 can be found on
page 94.
Fair, balanced and understandable reporting
During 2023, the Audit Committee undertook
a review of the 2022 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 2023 Annual
Report at the Audit Committee meeting in
February 2024. The Audit Committee received
a report from management summarising the
process undertaken, which covered, but was
not limited to, the following:
• 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.
• All contributors to the Annual Report are
made aware of the requirement for content
to be fair, balanced and understandable.
• Regular review meetings are held with
appropriate senior management to ensure
consistency of the whole document.
• An extensive review and verification
process is undertaken by the appropriate
departments and senior managers, using
verification software to test and track the
accuracy of the content.
• Additional independent internal reviews
are undertaken to enable any perceived
lack of clarity, balance or understanding
in the Annual Report to be identified
and addressed.
The Audit Committee was satisfied that the
Annual Report provided 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 2023 Annual Report can be
found on page 245.
Correspondence with regulatory bodies
The Company received no specific
correspondence from the Financial Reporting
Council (FRC) in the period. The areas
identified in the FRC’s ‘Key matters for
2023/24 reports and accounts’ publication
were reviewed. However, no specific changes
were required to the Company’s accounts as
a result.
In December 2023, the Company received a
letter from the US Securities and Exchange
Commission (the SEC) following its review of
the Company’s Form 20-F for the year ended
31 December 2022. The letter contained
questions, among other things, on the
presentation of non-GAAP measures in the
Financial Statement footnotes and the
calculation and presentation of Organic
Revenue Growth. Following a review of the
points raised, the Company refiled its 2022
Form 20-F in February 2024.
No statutory financial numbers (including
Profit and Loss Account, Balance Sheet,
Statements of Changes in Entity, Consolidated
Statement of Cash Flow or footnotes to the
accounts) were changed as a result of the
revised Form 20-F. The revision was made in
order to comply with SEC rules following an
administrative error where some exhibits were
not dated and to make some presentational
disclosure changes, including relocating or
deleting some non-IFRS measures as required
under SEC rules.
External audit
External auditor
The external auditor is appointed to give an
opinion on the Group and Company Financial
Statements. The audit includes the review and
testing of the data contained in the Financial
Statements to the extent and materiality level
necessary, for expressing an audit opinion
as to whether they present a true and fair
view of the Group and Company affairs as
at 31 December 2023.
PwC has been the Group’s external auditor
since May 2021. They were reappointed by
shareholders at the 2023 AGM to continue
to serve as the Group’s external auditor.
Neil Grimes is the Lead Audit Partner. He has
been in post since PwC was appointed and
will be required to rotate after five years.
The external 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 four times
in 2023.
In 2023, the main engagement between the
external auditor and the Audit Committee
has been in relation to 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 extensively
involved in discussions regarding our SOX
implementation programme and the testing
of our internal controls.
External audit plan and strategy
At its meeting in May 2023, the Audit
Committee received a presentation from
PwC on key technology initiatives. The Audit
Committee also discussed the plan for
adopting new technologies in the Group
audit in 2023, including supporting the
Group’s transition to SOX compliance
through technology.
In July, PwC presented the 2023 external
audit plan, which summarised the key
aspects of their audit planning, including the
external auditor’s assessment of Group audit
materiality, audit risks and scope, and the
overall approach to the audit of the Company
and its subsidiaries. The audit approach for
2023 had been updated to reflect the
completion of the Terminix acquisition in 2022,
and the first year of the Group’s implementation
of SOX. The plan was discussed and approved
by the Audit Committee.
At the December meeting, the Audit
Committee discussed with the auditors the
status of their work, focusing in particular
on internal controls and the status of their
SOX testing. The results of the controls testing
for SOX reporting purposes was considered
by the Audit Committee in February 2024,
as detailed on page 124.
External auditor and audit process
effectiveness
The effectiveness of the external auditor is
monitored throughout the year, including
through:
FRC’s Audit Quality Inspection and
Supervision report 2022/23:
The Audit
Committee reviewed the results of the
report during the year, noting that PwC
was found to have maintained its focus on
audit quality and had achieved consistent
inspection results.
Progress against external audit plan and
strategy:
The Audit Committee continually
evaluated and monitored progress against
the agreed plan, and discussed any issues
or reasons for variation from the plan.
Reports to, and interaction with, the Audit
Committee:
At each meeting, the Audit
Committee considers the work undertaken
by the external auditor, their insight around
key accounting and audit judgements, and
the competence with which they have
applied constructive challenge in dealing
with management.
Annual internal effectiveness survey:
A tailored online questionnaire covering the
overall audit process and the structure and
governance of the external audit team is
utilised annually. The questionnaire is
completed by the Chief Financial Officer,
the Director of Internal Audit and Risk, the
Interim Head of Internal Audit and Risk,
Finance Directors of the Group’s subsidiaries,
the senior finance management team, and
the Accounts, Tax and Treasury functions.
The results of the survey are collated by the
Chief Financial Officer, and a summary of the
findings are provided to the Audit Committee
and PwC.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
121
Audit Committee Report
continued
At the July meeting, the Chief Financial Officer
presented the summary of the results of the
annual effectiveness questionnaire. The Audit
Committee noted that overall, the results were
positive. The Audit Committee considered the
areas of strength and opportunities identified
from the survey. The actions arising from the
review included the undertaking of additional
planning with the regions, an increased focus
on improving communication around the audit
plan and timelines, and consideration as to
how to gain even greater insight of business
and controls from the audit.
Following consideration of all elements of the
audit effectiveness review process, including
the results of the survey, the Audit Committee
confirmed it was satisfied that the external
audit process provided by PwC had been
delivered effectively for the 2022 financial
year. A similar process will be undertaken
for the 2023 financial year.
External auditor independence
and objectivity
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 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.
The Audit Committee has pre-approved
permitted services, as outlined in the policy,
with fees below £10,000. 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 2023
were £8m (2022: £7m). Fees for audit-related
assurance services and other non-audit
services incurred during the year amounted
to £3m (2022: £5m). The ratio of non-audit
fees to statutory audit fees for the year was
therefore 0.4:1 (2022: 0.7:1). The non-audit fees
for 2023 relate to 2023 reporting on internal
financial controls. The non-audit fees were
substantially higher in 2022 as a result of the
specialist accounting work performed by
PwC in respect of the acquisition of Terminix.
Further details on audit services can be found
in Note A8 to the Financial Statements on
page 186.
The Audit Committee also received
confirmation from PwC that it was
independent and objective within the context
of applicable professional standards.
The Audit Committee does not believe that
there is any material risk of the Company’s
auditor withdrawing from the market.
The controls and processes in place, as
detailed above, help to ensure that the
required level of independence of the
auditor is maintained.
External auditor tender and appointment
The role of external auditor will be put out to
tender at least every ten years and will be
conducted by no later than 2031 in line with
prevailing best practice. 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 2023.
The Audit Committee concluded that
it is satisfied with the objectivity and
independence of the external auditor, PwC,
and that the effectiveness of the external audit
process was robust. The Audit Committee
has recommended to the Board that it seeks
shareholder approval for the reappointment
of PwC as the external auditor for the financial
year ending 31 December 2024.
Internal audit
Role of Internal Audit
Internal Audit provides independent and
objective assurance to management, the Audit
Committee and the Board on the effectiveness
of the Group’s risk management framework
and internal controls.
Internal Audit, which is led by 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.
At each meeting, an update on Internal Audit
is provided covering an overview of the work
undertaken in the period, actions arising from
audits conducted, the tracking of remedial
actions and progress against the Internal
Audit plan, and SOX compliance. The Audit
Committee Chair routinely meets
independently with the Director of Internal
Audit & Risk to discuss the results of the
audits performed and any additional insights
obtained on the risk management and control
environment across the organisation.
In December, the Audit Committee also
reviewed and approved the Internal Audit
Charter, which defines the purpose,
authority and responsibility of the Internal
Audit function.
Internal Audit Plan
The 2023 Internal Audit plan was approved
by the Audit Committee in December 2022.
The plan is structured to align with the
Group’s risk profile, control environment
and assurance arrangements. The plan for
2023 included an audit of the integration of
Terminix, and a continued focus on IT and
SOX testing.
The common themes arising from the Internal
Audit work during 2023 were presented to the
Audit Committee in December 2023, together
with recommendations to senior management
to improve the controls across some
processes. 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 utilised by the Audit
Committee and the Board in their assessment
of the adequacy of the Group’s financial and
operational controls environment.
The 2024 Internal Audit Plan was approved
by the Audit Committee in December 2023.
A key focus for the 2024 plan is SOX testing,
with the Internal Audit team supporting the
testing cycle, and thematic audits, in order to
give the function greater ability to respond to
emerging risks within the business.
Internal Audit effectiveness
The effectiveness of the Internal Audit function
was considered by the Audit Committee
during its review and approval of the 2024
Audit plan by means of a review of the
resources available, qualifications of the team,
delivery, reporting and the independence of
the function.
The Audit Committee also ensures that an
independent third-party assessment of the
effectiveness and processes of the Internal
Audit function is conducted at least once
every five years, in line with the requirements
of the Institute of Internal Auditors’
International Standards for the Professional
Practice of Internal Auditing. The most recent
such assessment was undertaken in 2021.
Governance and compliance
Compliance and whistleblowing
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 Group’s Code of Conduct, which outlines
our 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 illegal 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.
122
Rentokil Initial plc
Annual Report 2023
The Company has also established a separate
Speak Up line 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
where possible. 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 thematic review of Speak Up
incidences and the control processes in place
was considered by the Board in December.
The Audit Committee is informed of the
outcome of the annual Letter of Assurance
process whereby 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.
An overview of exceptions reported during the
process is shared with the Audit Committee
and any thematic issues raised are also shared
with the Executive Leadership Team (ELT)
as required.
Governance
In 2023, the Audit Committee also spent time
considering the proposed changes to the
UK Corporate Governance Code, the
requirements introduced by the Economic
Crime and Corporate Transparency Bill, the
Minimum Standard, and the additional
reporting requirements outlined in the draft
Companies (Strategic Report and Directors’
Report) Regulations prior to its withdrawal in
October 2023.
For the Economic Crime and Corporate
Transparency Bill, the Audit Committee
received a presentation as to the
implementation plan for the proposed
enhancements to fraud risk assessments.
For the Minimum Standard, the Audit
Committee considered an in-depth analysis of
the requirements, and recommendations as to
potential enhancements to Audit Committee
processes. The Audit Committee approved
the suggested amendments to the Audit
Committee terms of reference, and for other
processes to be enhanced to align with the
Minimum Standard, including the review of the
effectiveness of the external auditor.
The Audit Committee report, in particular the
External audit section of the report, describes
how the Audit Committee has complied with
each of the provisions of the Minimum
Standard during the year.
An explanation of the Group’s accounting
policies is provided on pages 175 to 177.
Risk management
and internal control
Risk management and internal
control framework
The Board has overall responsibility for
maintaining an effective risk management
and internal control framework. The Board
delegates responsibility for risk management
to the Audit Committee, where appropriate.
The risk management and internal control
framework 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 only
provide reasonable, and not absolute,
assurance against material misstatement
or loss.
The Group’s risk management structure and
process is detailed on pages 87 and 88. The
responsibilities of the Board, some of which it
chooses to delegate to the Audit Committee,
include:
• 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;
• 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;
• review of management’s approach to
identifying and managing risk, and
recommending enhancements;
• evaluation of the effectiveness of internal
controls, including financial, operational
and compliance controls; evaluation of the
effectiveness of internal and external audits;
• delegation of authority to the Chief Executive
and Chief Financial Officer to make
commitments on behalf of the Company; and
• the evaluation of the effectiveness of our
internal controls.
Risk and internal controls
The identification and management of risk is
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. An assessment of the
emerging and principal risks facing the Group,
including those that would affect its business
model and future performance, is carried out
by the Board. The principal risks identified can
be found in the Risk and Uncertainties section
on pages 87 to 93.
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, including:
• 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;
• action plans on control environment
improvements and updates on their
implementation;
• updates on control weaknesses and
planned actions to prevent a reoccurrence;
• periodic reports from regional and Group
finance executives, and Internal Audit; and
• updates on the SOX implementation
programme.
During 2023, 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 Pacific region, with other
regional updates provided as part of the Board
agenda. This provides a high-level insight for
the Audit Committee on potential risks.
The Audit Committee continues to evaluate
cyber incidents and risk throughout the year
and, although there is no indication we are
a specific target, 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 prioritise
and monitor as we integrate and synchronise
IT capabilities across the Group. See page 116
for more information on cyber security.
The Audit Committee also receives the
minutes of the Group Risk Committee. The
Group Risk Committee comprises the key
functional and operational senior managers,
and considers the risk framework, and key and
emerging risks. Where appropriate, items that
are raised as significant or emerging issues
by the Group Risk Committee are reflected
in adjustments to the control environment.
In 2023, some control issues were
experienced including:
• a colleague had their IT user credentials
compromised. No data was lost and there
were no further instances of weaker
security protocols;
• three businesses performed work without
authorisation under the Group’s Pink Note
process. This was subsequently rectified
and guidance reissued; and
• a payment fraud in our Australian business
of immaterial scale to the Group.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
123
The Audit Committee receives regular reports
of matters reported via Speak Up, our internal
whistleblowing process. There were 103
control incidents reported in 2023 (2022: 84).
The nature of the matters reported remain
similar to previous years and relate to
employee and employment matters, with
very few relating to fraudulent activity,
which remains at a low level across the
Group. The increase reported is reflective of
a bigger, more complex business compared
to the prior year.
Internal Audit received one report on our
Supplier Speak Up line, which was a
request for ESG data rather than a concern
regarding malpractice and was swiftly
resolved by management.
SOX controls
In 2022, the Group 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 and management review controls).
The Board and Audit Committee reviewed
the progress made to address the potential
weaknesses identified.
At each meeting in 2023, the Audit Committee
received an update on the status of the
Company’s SOX implementation programme.
The updates included details regarding
progress against the defined plan, design
effectiveness on the specific controls, and
colleague training and team resources.
The updates reviewed both business process
controls and IT governance controls, as well as
progress by specific processes and countries.
As the year progressed, the focus of the
updates moved to tracking testing plans,
operating effectiveness results and tracking
any identified deficiencies and associated
remediation plans. At the request of the Audit
Committee, a monthly status report was also
provided outside of the scheduled meetings to
allow for continuous visibility. From late 2023,
the Audit Committee also received a monthly
status report from the external auditor.
An in-depth review of the status of our SOX
compliance for 2023 was undertaken at the
December 2023 meeting, including discussion
as to any identified material weaknesses.
For the 2023 financial year, the evaluation
of effectiveness of our internal controls
identified material weaknesses relating to
IT general controls.
The Board and the Audit Committee reviewed
the work completed for the material weakness
relating to aspects of management’s overall
system of financial controls (lack of sufficient
technical accounting knowledge, segregation
of duties and management review controls)
and are satisfied this has been remediated.
The Board and the Audit Committee has
further reviewed the progress made in 2023
in relation to the material weakness relating
IT general controls and will continue to have
oversight of management’s ongoing
remediation plans in 2024.
Effectiveness of risk management and
internal control framework
The Board, with the support of the Audit
Committee, conducted a review of the
effectiveness of the system of internal control
for the year ended 31 December 2023 and
confirms that:
• the Group has an ongoing process for
identifying, evaluating and managing the
significant risks faced by the Group;
• 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;
• the Board reviews the process regularly; and
• the process operates in accordance with
the UK Corporate Governance Code and
the FRC Risk Management and Internal
Control Guidance.
Audit Committee
effectiveness
The effectiveness of the Audit Committee
was considered as part of the external Board
effectiveness review undertaken in 2023 by
Chris Saul of Christopher Saul Associates, with
the output considered and follow-up actions
agreed by the Audit Committee. The review
concluded that the Audit Committee continues
to operate effectively and is well-integrated
into the Board decision-making processes.
In 2024, the Audit Committee will continue to
focus on its oversight of the Company’s SOX
compliance and will consider opportunities to
further enhance its focus on risk. Full details
of the Board evaluation review, including its
outcomes and actions, are disclosed on
pages 112 and 113.
Audit Committee Report
continued
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
124
Rentokil Initial plc
Annual Report 2023
Nomination Committee Report
Richard Solomons,
Chair of the Nomination Committee
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 2023.
During the year, the Nomination Committee
continued to assist the Board in fulfilling
its responsibilities, with a particular
focus placed on the composition of, and
succession planning for, the Board and
senior management.
As identified in last year’s report, Julie
Southern, who would have served on the
Board for a period of nine years by July
2023, stepped down from the Board at the
conclusion of the Annual General Meeting
(AGM) on 10 May 2023. Following a
comprehensive recruitment process, full
details of which are provided in the Company’s
2022 Annual Report, the Board welcomed
Sally Johnson as a Non-Executive Director.
Sally joined the Board on 1 April 2023,
and became a member of the Audit and
Nomination Committees. She succeeded
Julie as Chair of the Audit Committee from
10 May 2023. Sally is currently the Chief
Financial Officer of Pearson plc, a FTSE 100
global education and learning business,
and has brought strong technical and
commercial finance skills to the Board,
including knowledge of the US listed
environment. As identified in the 2023 Board
evaluation, Sally has settled into her new
position expertly, bringing further energy
and engagement to the role.
Both the Nomination Committee and the
Board spent time in 2023 discussing the
composition of the North America leadership
team, in light of the enlarged scale of the
business in that region following the
acquisition of Terminix in 2022. In October
2023, Brett Ponton stepped down as CEO of
the Company’s North America region and as
a member of the Executive Leadership Team
(ELT). In December, we were delighted to
announce the appointment of Brad Paulsen
as CEO, North America. He also became a
member of the ELT, as detailed on page 103.
Brad was previously the CEO of Rexel USA,
a leading distributor of electrical parts,
services, and solutions, with more than
450 US branches and $7bn in annual sales.
Areas of focus in 2023
• Appointment of a new Non-Executive
Director
• Transition of new Audit Committee Chair
• Executive Director and senior
management succession planning and
talent development
Areas of focus in 2024
• Executive Director and senior
management succession planning and
talent development
• Skills, knowledge, experience, and
diversity of the Board
Committee members:
Richard Solomons (Chair)
David Frear
Sally Johnson
Sarosh Mistry
John Pettigrew
Cathy Turner
Linda Yueh
Given his significant leadership experience,
and proven track record of successful delivery,
I am sure that Brad will be an excellent
addition to the ELT.
As is its usual practice, the Nomination
Committee reviewed succession planning for
our Chief Executive, Chief Financial Officer
and members of our ELT during the year.
In December, the Nomination Committee
considered detailed succession plans for
key roles. To ensure Board familiarity with
senior managers and potential succession
candidates, a number of senior managers and
colleagues from across the Group have also
presented to the Board or met with Directors
during 2023 and it is planned that this
engagement will continue in 2024 as part of
the Board’s ongoing practice of meeting with
talent from around the world.
Diversity and inclusion remains a core area of
focus, framed by our Board diversity policy.
The diversity of the Board is detailed on page
129, with membership comprising 33% women
and two Directors from an ethnic minority
background. Further details on our Board
diversity policy and the targets set out in the
policy, which were updated in January 2023,
can be found on page 128.
Full details of the Nomination Committee’s
work during 2023 can be found set out in the
following report.
Richard Solomons
Chair of the Nomination Committee
7 March 2024
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
125
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, experience,
and diversity to govern the Company in a
professional, ethical, and transparent manner.
The Nomination Committee also oversees
talent and succession plans for members of
the 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 these
diversity initiatives.
The full responsibilities of the Committee
are set out in its terms of reference, which
were last reviewed in December 2023.
The Nomination Committee terms of
reference are available on our website.
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 2023 can be found on
page 98. Members of the Committee 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 of the Nomination Committee,
especially to assist with discussions of
executive succession and talent
programmes, as does the Group
General Counsel and Group HR Director.
The Company Secretary acts as secretary
to the Nomination Committee.
Nomination Committee
effectiveness
The effectiveness of the Nomination
Committee was considered as part of the
external Board effectiveness review
undertaken in 2023 by Chris Saul of
Christopher Saul Associates, with the output
considered and follow-up actions agreed
by the Nomination Committee. The review
concluded that the Nomination Committee
continues to operate effectively.
In 2024, the Nomination Committee plans
to continue to focus on Executive Director
and senior management succession plans,
including the gender and ethnic diversity
within these groups. It also intends to
undertake a Non-Executive Director skills
matrix to support the Nomination Committee
in future Board succession planning.
Full details of the Board evaluation review,
including its outcomes and actions, are
disclosed on pages 112 and 113.
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
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.
The Nomination Committee reviews the
current schedule of authorisations on an
annual basis, with a view to considering
whether they remain appropriate or whether
they should be revoked or otherwise limited.
In 2023, it was concluded that no updates
were necessary. All authorisations given
were considered to remain appropriate and
none were revoked or otherwise limited.
The conflicts of interest process also informs
the assessment of the independence of Board
members. You can find further details of the
assessment on page 107.
Activities of the Nomination Committee in 2023
The Nomination Committee considered the following key areas during 2023 and early 2024:
Matters considered
Discussion and outcome
Find out more
Board succession
The Nomination Committee considered succession plans for the Audit Committee
Chair role and nominated Sally Johnson for appointment.
See page 127 for more
information
Senior management
succession
Executive Director and senior management succession was considered
throughout the year, with a detailed briefing on talent and succession planning.
See page 127 for more
information
Terms of reference
The Nomination Committee reviewed its terms of reference in December 2023.
Available to view on our
website
Nomination Committee
effectiveness
The Nomination Committee undertook a review of its effectiveness.
See above
Director effectiveness
A review of individual Directors’ performance was conducted, as part of the Board
evaluation process.
See page 113 for more
information
Diversity
The Nomination Committee considered diversity-related reporting and targets,
and reviewed the effectiveness of the Board diversity policy.
See pages 128 and 129 for
more information
Conflicts of interest
The Nomination Committee reviewed potential conflicts of interest authorised by
the Board.
See above
126
Rentokil Initial plc
Annual Report 2023
Board recruitment and
succession process
Board recruitment and appointment
procedure
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 the optimal
composition for the Board 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. We support the process of appointing
new Directors to the Board by using external
recruitment consultants.
Director reappointment
All Non-Executive Directors undertake a
fixed term of three years subject to annual
re-election by shareholders. The fixed term
can be extended, and consistent with best
practice, does not exceed nine years subject
to defined circumstances as identified by the
Nomination Committee.
Extensions recommended in the period were:
• The reappointment of Cathy Turner for a
second three-year term.
• The reappointment of Linda Yueh, who had
served on the Board for a period of six
years as of 1 November 2023, on an annual
rolling basis.
• The reappointment of John Pettigrew, who
had served on the Board for a period of
six years on 1 January 2024, on an annual
rolling basis.
• The reappointment of Sarosh Mistry for
a second three-year term.
In line with standing practice, each
decision was supported by the continuing
independence, experience, and contribution
that each Director brings to both Board and
Committee work.
As part of the review of the Directors’
Remuneration Policy, consideration was
given to the appointment terms of the
Non-Executive Directors. Given that a fixed
term appointment is a legacy construct under
old corporate governance codes where
annual re-election was not required, and two
three-year terms (with the possibility of nine
years) were recommended, it is proposed that
the terms be updated to remove a fixed term.
Further details can be found in the Directors’
Remuneration Report on pages 131 to 161.
Non-Executive Director succession
The Nomination Committee is responsible
for ensuring plans are in place for orderly
succession to the Board, taking into account
the challenges and opportunities facing the
Company, and the skills, expertise, and
diversity needed on the Board in the future.
Accordingly, the Nomination Committee
considers Non-Executive Director succession
on a regular basis to ensure that changes
to the Board are proactively planned for.
As part of this consideration, the Nomination
Committee monitors the Non-Executive
Directors’ tenure, and reviews potential
departure dates assuming the relevant
Directors are not permitted to serve more
than nine years from their appointment date,
unless in exceptional circumstances.
As noted in last year’s report, a formal
recruitment process was undertaken in 2022,
to identify a suitable successor for Julie
Southern. The executive search agency,
Spencer Stuart, was appointed to support this
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. Following
the conclusion of this process in 2023, Sally
Johnson was appointed as a Non-Executive
Director from 1 April 2023, and a member
of the Audit Committee and Nomination
Committee. When Julie stepped down from
the Board at the conclusion of the Company’s
AGM in May, Sally assumed the role of Chair
of the Audit Committee. Full details of the
recruitment process were disclosed in the
Company’s 2022 Annual Report, which is
available on our website.
Senior management
succession planning and
talent development
The Board and Nomination Committee
recognise that strategic, thoughtful, and
practical succession planning and talent
development is critical to the long-term
success of the Company. The Board has
ultimate responsibility for succession planning
for Executive and Non-Executive Directors
and senior management, supported by the
oversight and recommendations of the
Nomination Committee. 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. While Board approval
is only required for changes to the ELT, as
outlined below, the Nomination Committee
also considers senior 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 in
place for those roles. Colleagues identified as
successors and select talented colleagues
are included in a talent pool and 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 2023, a full succession planning review of
regional and functional leadership teams
and critical roles was completed. The Group
HR Director and HR Director Global Talent &
Group Functions 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, given the
enlarged scale of the business in that region
and the continued integration of Terminix,
highlighting the best of breed approach to
retaining the best talent across the Group.
The Nomination Committee considered the
succession plans for the Chief Executive,
Chief Financial Officer and other members
of the ELT, including a discussion as to the
potential ELT of the future. Global and critical
role succession was also reviewed, with an
update on regional leadership succession
plans provided.
In 2023, there was one change to the ELT,
with Brad Paulsen succeeding Brett Ponton as
CEO of the Company’s North America region
in December 2023.
The Nomination Committee considered the
progress made towards the priorities identified
in relation to talent for 2023. 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. 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
page 114.
The effectiveness of our talent development
and succession planning activity is regularly
monitored. In our ELT and Group Leadership
Forum (GLF; our top c.100 senior management
team), 71% and 87% of roles respectively
have near-term successors identified.
While the ELT level is slightly down from the
prior year, the GLF level has improved by 9%.
Promotion rates have also increased, by 5%
from 2022 to 66% in 2023, following recent
leadership appointments.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
127
Nomination Committee Report
continued
Board diversity objectives
Objectives
Outcome in 2023
That the Board comprises at least 40% women by 2028.
33.3% of our Directors are female (2022: 33.3%).
That at least one of the Chair, CEO, CFO, or Senior Independent
Director (SID) 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 Sally Johnson.
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 2023 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 2023, our ELT and its direct reports (excluding colleagues in
administrative roles) were 25% female (2022: 29%). Approximately
23% (2022: 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.
32% of those on our regional leadership succession plans are female,
and 35% of those on our functional leadership succession plans
are female.
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.
Embracing
equity on
International
Women’s Day
On 8 March 2023, events were held
globally around the Group to celebrate
International Women’s Day, with many
embracing the theme of equity. Group
online events included guidance and
discussions on allyship, menopause,
and sponsorship.
Linda Yueh, a Non-Executive Director,
joined in the Rentokil Women in
Leadership Panel, a panel discussion
with our North American HR team. Linda
recounted her experiences during her
career, and answered questions from
colleagues.
Diversity and inclusion
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.
In our 2023 Your Voice Counts (YVC)
employee survey the Diversity, Equity &
Inclusion (DE&I) index was our second highest
scoring dimension overall, improving by 1%
versus the previous survey and 6% higher
than the global norm benchmark.
More information on our approach to DE&I can
be found in the Responsible Business section
on page 69 and our Group Diversity, Equity &
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 women and men (see
page 148). The reports are available to view
on our website.
Senior leadership diversity
The Group continues to focus on enhancing
the diversity of our senior management, with
25% of senior roles in the business held by
women (2022: 29%). The decrease in gender
diversity in 2023 was a result of a notable
increase to the size of our senior management
team. We define senior management as the
members of our ELT and their direct reports,
excluding colleagues in administrative and
support roles. When the breakdown includes
any other directors of the Company’s related
undertakings there are 52 females (24.9%) and
157 males (75.1%).
Approximately 23% of our colleagues are
female (2022: 23%).
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.
In line with the Parker Review we have set
a target to improve our ethnic diversity and
reach 20% of our senior leadership team by
the end of 2027 (2023: 15.5%). This is based
on colleagues who have provided data, and
excludes those based in countries where
we cannot ask or hold ethnicity information.
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 on pages 69 and 70. You can find
details on how the Directors monitor culture
on page 116.
128
Rentokil Initial plc
Annual Report 2023
Board diversity
The Board of Directors has adopted a Board
diversity, equity and inclusion 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 128, and the policy 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.
In 2022, in light of the new Listing Rules
requirements on diversity-related reporting
and the recommendations set out in the
FTSE Women Leaders Review (the successive
phase of the Hampton-Alexander Review),
the Nomination Committee recommended
that the Board update its diversity targets.
The revised policy and targets were approved
by the Board in January 2023.
While the Board remains committed to
diversity within our organisation and
recognises diversity as a priority, it was agreed
that the Board’s focus should be on setting
targets which are considered appropriate
given the succession timeframe of existing
members of the Board, and which take
account of the existing skills, knowledge,
experience, and composition of the Board.
Based on current succession timing, we
have therefore set a target for the Board to
comprise at least 40% women by 2028, which
we believe to be an appropriate timeframe for
our Board, based on normal succession plans
(assuming that the two executive roles on
the Board remain constant and assuming
Non-Executive Director tenure of nine years in
line with the UK Corporate Governance Code).
To achieve this earlier would require either
recruiting an additional female Non-Executive
Director or replacing an existing Director
prematurely. As the Board is considered to be
operating effectively, neither of these options
are considered to be in the best interests of
the Company or its shareholders at this time.
We were placed 83rd in the 2023 FTSE
Women Leaders Review for women on Boards
and in leadership in the FTSE 100, published in
February 2024.
Explanation against Listing Rule 9.8.6(R)
As at 31 December 2023 (the Company’s
chosen reference date), the Company confirms
it has met the target for one Director to be
from an ethnic minority background. It has
not met the targets that at least 40% of the
individuals on its board of directors are
women and that at least one of the Chair,
CEO, CFO, or SID is female.
The roles of the Chief Executive and Chief
Financial Officer have been held by Andy
Ransom and Stuart Ingall-Tombs for 10 and
three years respectively. These positions
support the long-term strategic delivery of
the Group and remain subject to considered
succession planning.
Board and executive management diversity
at 31 December 2023
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
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 ELT) and the Company Secretary. We exclude Board members from this group.
2. Gender and ethnicity data is collected directly from the individuals of the Board and ELT as part of an annual questionnaire in connection with the Annual
Report. The questionnaire includes gender and ethnicity options, which are collected on a voluntary basis. The questionnaires relating to the period received
a 100% response rate regarding ethnicity and gender disclosures. The data is collated by the Company Secretary and held securely in accordance with the
Group’s data protection policies and practices.
Our Chair, Richard Solomons, has held
the position since May 2019, following
appointment to the Board in March 2019.
This resulted from a robust appointment
process, as detailed in the Company’s 2018
Annual Report.
Our Senior Independent Director, John
Pettigrew, has held the position since May
2019, following appointment to the Board in
January 2018. John was appointed in line with
the internal succession plan for the role and
continues to support the Board and Chair in
this position.
While the Company values all forms of
diversity and work continues to ensure that
gender and ethnicity, alongside broader
diversity characteristics, are present across
the Board, we do not believe given the current
composition of our Board, and recognising
the factors noted above, that the Listing Rule
targets are achievable prior to 2028.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
129
Director induction
and training
The Chairman, supported by the Nomination
Committee through its review of the skills,
knowledge and experience of the Board, leads
the training and development of Directors.
Induction
The Chairman and Company Secretary
prepare a detailed induction for each new
Director. This is tailored to the prospective
roles the individual will assume on the Board
and its Committees, and also accounts for
their existing knowledge and experience.
The induction programme includes a series of
meetings, beginning before the Director joins
the Board and running for several months.
These one-to-one meetings are arranged
with the Chair and existing Non-Executive
Directors, the Chief Executive and Chief
Financial Officer, members of the ELT and
the Company Secretary, along with other
members of senior management. They are
also introduced to and given access to the
Company’s external advisers (auditors, legal
advisers and brokers).
All Non-Executive Directors also receive the
following materials on their appointment:
• key Company policies, procedures and
governance information, including the Code
of Conduct, Board Governance Manual,
Responsible Business Report and Group
Authority Schedule;
• details of the Group structure;
• analysis of the Company’s key shareholders
and share capital;
• recent analyst notes;
• minutes and papers from the most recent
Board and relevant Committee meetings,
including the most recent strategy meeting;
• copies of the most recent Board and any
relevant Committee evaluation reports; and
• guidance on the legal and regulatory
responsibilities of a Director in a UK and
US publicly listed company.
New Directors are also encouraged 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 us to assess the
effectiveness of the induction and any training
provided, to identify any areas of improvement
and to highlight any further development needs.
Sally Johnson’s induction
Sally Johnson joined the Board as a
Non-Executive Director on 1 April 2023.
She became a member of the Nomination
Committee and Audit Committee from the
date of her appointment, before being
appointed Audit Committee Chair in
May 2023.
Sally had an extensive induction
programme, covering a range of areas
across the business. In addition to receiving
a detailed overview of the Group and
its business operations, she attended a
number of sessions covering topics
including governance, Company culture,
and stakeholder engagement.
Induction programme
participants
Meeting purpose
Chairman
Overview of the Board’s priority areas and ongoing matters
considered by the Board.
Chairs and members of
the Committees
Overview of the responsibilities and composition of the
Board’s Committees, their governance, regular attendees,
and advisors.
Chief Financial Officer
Overview of the strategic priorities of the Group, key
performance indicators, operational performance, financial
performance and projections, and competitive landscape.
Heads of Corporate
Functions
Introductions with leadership team members, covering an
overview of their business area(s), subject matter expertise,
organisational structure, Company culture, and values.
Group General Counsel
and Company Secretary
Induction planning, governance framework, Board
operations, Board and Committee matters, duties and
responsibilities of a Company Director (including the
obligations of directors sitting on UK and US Boards), the
Company’s key policies and procedures, and other legal
and regulatory considerations.
The table below illustrates the purpose of
some of the meetings that formed part of
Sally’s induction programme.
Further areas of focus for Sally’s induction
were pertinent to her role on the
Committees, in particular her role on the
Audit Committee. This included receiving
an overview of the current risks faced by the
Group, our risk management framework and
Internal Audit programme. Sally also met
with the Company’s external auditors, and
attended a meeting of our executive Group
Risk Committee.
In May 2023, Sally and Sarosh Mistry visited
the Power Centre, which included a tour of
the facilities and presentations from senior
management and the scientists based
there. The Power Centre is our home for
science, innovation, and training academy
in the UK.
In December 2023, Sally also joined a pest
technician in London for a ride-along,
providing her with hands-on experience of
the work undertaken by our technicians and
the opportunity to meet with customers.
Nomination Committee Report
continued
Training
All Directors receive training on topics of
importance for the Company. Briefings and
training are incorporated into the annual
Board agenda. To help facilitate the
ongoing development of Directors, details
of externally facilitated events and training
are also circulated periodically.
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 114
and 115).
Read the Nomination Committee’s terms of reference at
rentokil-initial.com/investors/governance
Read our Group Diversity, Equity & Inclusion Policy at
rentokil-initial.com/responsible-delivery/policies
Read our Board Diversity Policy at
rentokil-initial.com/investors/governance
130
Rentokil Initial plc
Annual Report 2023
Directors’ Remuneration Report
Cathy Turner,
Chair of the Remuneration Committee
Dear Shareholder
It is my pleasure to present to shareholders,
on behalf of the Board, the Directors’
Remuneration Report, for the financial year
ended 31 December 2023. 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.
It has been another busy year, with the key
areas of focus including:
• reviewing the Directors’ Remuneration Policy
(the Policy) which is due for renewal and will
be voted on at the AGM in May 2024;
• continuing the integration of the Terminix
acquisition; and
• focusing on the remuneration for all
colleagues given the cost-of-living
challenges continue to impact our
colleagues across the globe.
Policy renewal
A large proportion of the Remuneration
Committee’s time in 2023 has been spent
reviewing the Policy. Our aim has been to
ensure that the Policy put to shareholders at
the AGM in 2024 continues to support the
delivery of our strategy while appropriately
balancing the incentivisation and reward of
our experienced Executive Directors, with the
interests of shareholders, colleagues, and the
wider community.
We were also keen to ensure that the
remuneration of our Executive Directors is
realigned appropriately following the
acquisition of Terminix, which has added
significantly to the size and complexity of
the Group. We were prudent following the
acquisition of Terminix, by not immediately
adjusting any remuneration as is common
in such circumstances. The deal closed in
October 2022 and we decided at that time, to
consider any adjustments as part of a detailed
review in line with the Policy renewal process.
We know that shareholders value
understanding the benchmark data we used in
conducting the review, and this has therefore
been included in the detail below. The data is
an important reference point in determining
the Policy proposals but is only one
contribution to Committee’s deliberations.
In developing the Policy proposals we have
considered the current stage of the Group’s
evolution, its increased size and international
focus as well as the high regard in which our
CEO is held not only in the UK, but globally,
where an increasing proportion of our
business is positioned. Consistent with the
current Policy we remain committed to
weighting variable pay over the long term.
Key findings
The acquisition of Terminix and secondary
listing on the New York Stock Exchange,
combined with the continued growth of the
rest of our business, has fundamentally
changed the scale and complexity of the
business since the last Policy review.
• Revenue (at AER) has increased by 90.4%,
from £2,823.5m in 2020 to £5,375m in 2023.
• Profit before tax (at AER) has increased by
114.5%, from £229.8m in 2020 to £493m
in 2023.
• Percentage of revenue (at AER) from outside
the UK has increased from 89.8% to 94.0%
and the percentage of revenue from North
America has increased by 41.9%, from 43.4%
in 2020 to 61.5% in 2023.
• The number of countries has increased by
seven, from 83 in 2020 to 90 in 2023.
• The number of employees has increased
by 18,311, from 44,589 in 2020 to 62,900
in 2023.
It is appropriate to review the packages of our
Executive Directors against the new relevant
benchmarks to ensure that remuneration
remains market-aligned and would be fit for
purpose throughout the life of the Policy from
2024-2027.
Areas of focus in 2023
• The integration of the Terminix acquisition
• Planning for the renewal and approval of
the Directors’ Remuneration Policy at the
2024 AGM
• The induction of new Committee member,
David Frear
• Consideration of remuneration for all
colleagues given the cost-of-living
challenges that continue to impact
colleagues across the globe
Areas of focus in 2024
• Seeking approval of the Directors’
Remuneration Policy at the 2024 AGM
• The continued successful integration of
the Terminix acquisition
• Keeping all-employee reward under
review given the macro-economic
challenges
Committee members:
Cathy Turner (Chair)
David Frear
Sarosh Mistry
Linda Yueh
In this report:
136 Remuneration at a glance
Key headline details on performance and
remuneration in 2023
138 Directors’ Annual Remuneration
Report – Introduction
Details of the Remuneration Committee and
its activities during 2023
140 Directors’ Annual Remuneration
Report – 2023
Details of Directors’ remuneration received
during 2023
150 Directors’ Annual Remuneration
Report – Looking forward 2024
Details of how the Directors’ Remuneration
Policy will be implemented in 2024
152 Proposed changes to the Directors’
Remuneration Policy
Summary of changes and rationales, along
with proposed application for 2024
156 Proposed 2024 Directors’
Remuneration Policy
Full details of the proposed Policy, which will
be put to vote at the 2024 AGM
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
131
Directors’ Remuneration Report
continued
Profit performance over 10 years
0
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
800
600
1,000
(£m)
400
200
900
700
500
300
100
Revenue performance over 10 years
0
5,000
4,000
6,000
3,000
2,000
1,000
(£m)
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
TSR performance over 10 years
0
400
500
300
600
200
100
(£m)
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
FTSE 350
FTSE 100
Rentokil Initial
FTSE 250
Market capitalisation over 10 years
0
10,000
12,000
8,000
14,000
6,000
4,000
2,000
(£m)
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Benchmark data
The Committee adopted a UK FTSE market benchmark, given that many
of the largest UK companies are global. We considered how best to
reflect our significant presence in North America and, notwithstanding
the different pay practices and higher levels there, concluded that the
broad-based FTSE was suitable given that many UK-based companies
have operations in the US. In addition, our Executive Directors are
based in the UK.
The Committee used the market data as a reference point for the
overall sizing of the proposed packages given the significant change
in the business and the associated demands upon our leadership as
a consequence. Our framework remains unchanged; we aim to deliver
the fixed element of remuneration around market median and provide
the opportunity to achieve up to the upper quartile for outstanding
performance. This ensures that remuneration is weighted to
performance and is variable.
When we started the review in July 2023, the benchmark we used
was companies within the FTSE 15 – 50, excluding financial services.
Given the shareholder experience in the second half of 2023, we felt
that it was appropriate to revise the market benchmark downwards
accordingly. Therefore, we have adopted a lower market benchmark
of the FTSE 21 – 50, excluding financial services. While the share price
has been volatile, in the round, this peer group is felt to reflect our
overall size and complexity, having regard to the increased revenue
and increased scope of our international activities. We have consciously
chosen not to include data from non-UK, particularly US, companies
which would have increased the benchmark figures.
Shareholder engagement
We started our engagement with our top shareholders, which hold
around 50% of our share capital, along with shareholder representative
bodies/proxy agencies in October 2023. The quality of engagement
and input has been extremely helpful. We are grateful for the time
invested and the practical suggestions as to how we might structure an
appropriate level of remuneration potential for the future. There was
much consistency in the feedback, including:
• recognition of the capabilities of our management team and support to
remunerate them competitively and in line with the market;
• a preference for any incremental opportunity to be balanced between
fixed and performance-based variable pay, rather than just fixed pay,
which we had initially contemplated;
• consideration of phasing any base salary increases; and
• to share the benchmark data we have used in formulating
the proposal.
Shareholder experience
During the consultation process, following our Q3 trading update,
there was an adverse reaction from the market. This reaction was
disappointing as the overall business continues to perform well and has
delivered strong profit and revenue in 2023. However, the Committee
determined that the remuneration proposals need to reflect the impact
of this change, which included the following:
• Revising downwards the market benchmark from the initial FTSE 15
– 50 excluding financial services, to the FTSE 21 – 50, excluding
financial services; and
• Incorporating specific measures and targets related to the integration
in North America and delivery of Organic Revenue Growth.
Proposed Policy
Taking into consideration the feedback received from shareholders,
as well as the lower benchmark data, the proposed changes to the
Policy are as follows:
132
Rentokil Initial plc
Annual Report 2023
Annual bonus
• Lift the maximum opportunity from the current, below-market level of
180% of base salary, to 225%.
• This uplift will be based on the achievement of targeted and
measurable financial results. Furthermore, for 2024, the uplift in
bonus opportunity will be fully aligned to the delivery of Organic
Revenue Growth and integration synergy targets in our North
American business.
Bonus deferral
• Increases from 40% to 50% of any bonus payable. The bonus will
continue to be deferred into shares for a three-year period.
• This change increases the proportion of the package that will be
delivered in the long-term.
Shareholding guidelines
• Increases for the CEO from 300% to 400% of salary and for the CFO
from 200% to 300%.
• Post-cessation guidelines will continue to apply, which will
normally require Executive Directors to hold shares for two years
post-cessation.
The following elements will not be changed:
Base salary
• Base salaries will continue to be set taking into a range of factors
including scope and responsibilities of the role and individual skills
and experience (see page 150 for full details). For the 2024 review,
effective 1 July 2024, we are proposing an increase in line with the
broader employee population plus a market realignment of 7.5%.
Performance Share Plan (PSP)
• The PSP will remain at 375% of salary for the CEO and 300% of salary
for the CFO.
Pension
• There are no changes proposed to pension and this will remain
aligned with the wider workforce at 3% of base salary.
Rationale for changes
We understand that the external environment is not conducive to
material pay opportunity increases and we have therefore been
thoughtful as to how we can ensure that we have appropriate packages
in place without being excessive.
As detailed above, we have listened carefully to the feedback received
from our shareholders. We have actioned many of the changes
proposed and believe that the proposal offers an approach that
recognises the increased complexity following the Terminix acquisition,
and ensures appropriate incentivisation of our Executive Directors.
At the heart of our philosophy is a commitment to performance based
variable pay.
The proposal for the CEO aligns the base salary with median, and
delivers a target and maximum total remuneration package of between
median and upper quartile. It also broadly maintains the percentage of
long-term remuneration at c.81% as a result of the increase in bonus
deferral, notwithstanding the increase in annual bonus opportunity.
Our annual bonus will operate such that, for any annual bonus award,
50% would be converted to shares and held for a further three years.
Currently, the annual bonus potential is 180% of base salary with a 40%
deferral, i.e. a maximum of 72% of base salary is deferred. Increasing
the annual bonus potential to 225% with a 50% deferral results in up
to 112.5% of base salary being deferred.
The Terminix acquisition was completed in October 2022 and the
Committee considered it appropriate to maintain the then current
packages for the remainder of the three-year Policy, and is only seeking
to reflect the transaction as part of the Policy renewal.
The salary increases will not take effect until 1 July 2024 in line with the
Company’s annual salary review. The Committee considers that this
deferment equates to a phasing of the new package. For completeness,
and consistent with our current process, the increased salary will apply
for the 2024 bonus cycle.
In recognition of shareholder feedback the increased portion of the
bonus opportunity for 2024 will be focused on the delivery of key North
American integration targets, which include the delivery of integration
synergies and driving Organic Revenue Growth rates.
We feel that setting the total opportunity above the median is
appropriate for our CEO as it recognises his high level of experience,
with more than 10 years in position, and the delivery of superior returns
for all our stakeholders during his tenure.
Our CFO will also be adjusted and remunerated within the same
structure and approach as the CEO. His base salary will be slightly
below market median (95%) and his total remuneration package is
benchmarked to deliver a median market opportunity, to reflect his
level of experience in the role.
Response to cost-of-living challenges
In 2023, the challenges around the impact of the cost-of-living globally
continued and we have remained committed to paying our colleagues
fairly, with particular focus on the impact that higher inflation has had
on our more junior and frontline colleagues. We continued a number
of the successful initiatives that we had introduced in 2022 into 2023,
which included:
• giving a cost-of-living bonus to colleagues who are not eligible to
participate in a performance or other bonus plan;
• giving higher increases to frontline colleagues compared to senior
leaders and management teams, for example, the typical pay increase
for frontline colleagues in the UK was double the typical salary
increase for management and senior leaders in 2023;
• 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;
• supporting colleagues to help them maximise their incentive
opportunity;
• increasing meal voucher benefits to support colleagues with the rising
costs of food inflation; and
• providing support to colleagues to help them develop their own
strategies to manage the cost of living challenge. For example, by
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 16
and pages 69 and 70 for more information).
Key decisions in 2023
Context of business performance
Performance in 2023 demonstrated the continued core strength of our
businesses, growing revenue, profit, and cash despite the challenges
to the economy globally. Of note is that Adjusted Operating Profit and
Revenue at CER grew by 57.0% and 45.8% respectively. We have also
continued to deliver against our ESG goals (see page 15 for further
information) and our Employer of Choice goals (see page 16 for further
information). In fact our strength in attracting, developing and retaining
our frontline colleagues has continued to improve in 2023, with
retention up across both Service and Sales colleague groups and our
Your Voice Counts employee survey remaining stable. This strong
performance is reflected in the incentive payments to our frontline
colleagues, management, and Executive Directors, reinforcing our
strong link between performance and reward.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
133
Shareholder experience
Our share price reduced considerably following the Q3 trading update,
which meant that our shares ended the year down from the start of the
year. Our Executive Directors are strongly aligned with shareholders,
and therefore impacted, in that they hold significant levels of stock
themselves.
As at 31 December 2023, the CEO’s shareholding greatly exceeded
the required level and the CFO has also met the requirement when all
qualifying shares are taken into account, and c.76% of the requirement
with shares held outright.
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%
584%
1,867%
Stuart Ingall-Tombs
200%
152%
262%
We have carefully considered shareholder experience when reviewing
the outcomes of the annual bonus and PSP vesting level, particularly
with respect to whether any downward discretion should be exercised
by the Committee. On balance, we feel that the formulaic outcomes
take account of the generally good financial performance with a
disappointing fall in the share price and ensures the Executive Directors
are rewarded for the many strong aspects of performance in 2023.
We have taken into consideration that the largest element of variable
incentive, the PSP, directly reflects shareholder experience as the share
price performance has impacted the estimated vesting of the 2021 PSP.
The total shareholder return (TSR) element is currently below threshold
and this element is expected to lapse. This represents half of the award.
The Committee felt that the company element of the annual bonus, was
the appropriate vehicle to reward the Executive Directors for delivering
good financial results in a challenging year.
In addition, both the CEO and CFO were awarded a PDR rating of 3 to
reflect delivery of strong financial results and broad based delivery
across all of their goals balanced and also acknowledges the
accountability for the shareholder experience.
Salary review
The CEO’s salary was increased by 3% to £928,288 and the CFO’s
salary was increased to £566,500 as part of the salary review in July
2023. The increase was below the typical increases received by the
wider workforce in the UK of 6% and below the median increase for
FTSE 100 CEOs of 4%.
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 Adjusted 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.
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 specific business area rather than being based on
overall Group performance. How the scheme operates and the
performance outcomes at Group level are described below.
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 2023 results and stakeholder experience. 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 54.5% of
maximum and 66.4% of maximum for Adjusted Operating Profit.
Personal performance
– The Executive Directors are assessed on
their personal performance with the potential of up to 30% of salary
based on these objectives, which are measured through the
Company’s performance and development review process. The
Committee has given careful consideration to the Executive Directors’
performance ratings and their overall bonus outcomes. The Committee
recognises that this has been a particularly demanding year with the
work related to the integration of Terminix, as well as the need to
continue driving financial and business results across the rest of the
Group. However, we are also mindful of shareholder experience
and with this in mind the CEO, Andy Ransom, was awarded a
performance rating of 3, giving a bonus of 15% of salary. The CFO,
Stuart Ingall-Tombs, was also awarded a performance rating of 3,
giving a bonus of 15% of salary. These assessments are set out on
page 142 of the report and demonstrate the strong performance both
executives have delivered in 2023.
Total bonus outcome
– The table below shows the total outcome as
a percentage of base salary. See pages 141 and 142 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
90.7%
15.0%
105.7%
Stuart Ingall-Tombs
90.7%
15.0%
105.7%
Performance Share Plan (PSP) vesting
2020 PSP
During 2023, the PSP award granted in 2020 came to the end of its
three-year performance period. The vesting level of the award was
dependent on six performance conditions:
• 60% – relative TSR;
• 20% other financial measures – Organic Revenue Growth and
Adjusted Free Cash Flow Conversion; and
• 20% – strategic/ESG measures – Sales and Service colleague
retention, customer satisfaction, and vehicle fuel intensity.
TSR was measured over a three-year period ending 7 September 2023
and all other measures over a three-year period to 31 December 2022.
The vesting level of 64.6% was higher than the estimates included in the
2022 Annual Report due to the share price improvements resulting in
the TSR element vesting. The Committee reviewed the vesting level
based on the achievement against targets, to ensure that the outcome
was a true reflection of the wider business performance and determined
that it was. This scheme operates identically for our colleagues across
the Group.
2021 PSP
The 2021 PSP is due to vest on 23 March 2024 and performance will
be measured against six performance conditions:
• 50% – relative TSR;
• 30% other financial measures – Organic Revenue Growth and
Adjusted Free Cash Flow Conversion; and
• 20% – strategic/ESG measures – Sales and Service colleague
retention, customer satisfaction, and vehicle fuel intensity.
TSR is measured over a three-year period ending 22 March 2024 and
all other measures over a three-year period to 31 December 2023.
Based on estimates to 29 February 2024, the TSR element is not
expected to vest and the vesting level of the award is expected to be
48.7%. See page 144 for a breakdown.
While the lack of vesting on the TSR element is clearly disappointing it
does align with the shareholder experience in 2023. The other half of
the award, which covers internal financial and non financial measures,
performed well. In addition, the Committee carefully considered the
outcomes of the additional financial and strategic measures in the
PSP to ensure that these had not been inadvertently made easier
by inflationary increases or other impacts outside of management
control. On this basis, the Committee concluded that the level of
vesting was appropriate.
Directors’ Remuneration Report
continued
134
Rentokil Initial plc
Annual Report 2023
The Committee also reviewed the potential for any windfall gains and
determined that there was none.
PSP grants
In March 2023, 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:
• TSR – weighting 50%;
• Organic Revenue Growth – weighting 15%;
• Adjusted Free Cash Flow Conversion – weighting 15%; and
• Strategic/ESG measures (Sales and Service colleague retention,
customer satisfaction, and vehicle fuel intensity) – weighting 20%.
We expect the 2024 PSP awards for the CEO and CFO, which are
planned for March 2024, to be made on the same basis, with the
exception that the TSR comparator group will be updated from the
FTSE 350 to the FTSE 100 and will continue to exclude financial
services, property, and primary resources sectors.
Given that the repositioning of the salaries, due to take effect on 1 July
2024, and that the PSP award is expected to be granted before then,
it is envisaged that the Policy levels will be achieved through an initial
grant in March 2024 and a top up grant in September 2024.
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
2019
PSP awarded in 2017
EPS targets were increased from
9% to 9.6% at threshold and
15% to 16.1% at maximum due to
material M&A activity.
2020
No discretion was applied
2021
No discretion was applied
2022
No discretion was applied
2023
In-flight PSP awards
The in-flight PSP awards were
amended to ensure that the
targets remain as originally
intended and have not become
inadvertently easier or harder as a
result of the Terminix acquisition.
See page 143 for further details.
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.
Policy implementation
Taking into consideration all the different elements of the Policy, the
Committee is comfortable that it operated as intended in terms of
Company performance and the quantum payable to the Executive
Directors during 2023.
Looking forward to 2024
Base salary
At the same time as the Policy review, and in consultation with
shareholders, the Committee reviewed the base salaries of the CEO
and CFO, due to the significant growth in size and complexity of the
Group following the Terminix acquisition in October 2022.
The review took into consideration the impact of the changes to the
business on the scope of the role (see page 131), how the CEO’s and
CFO’s skills and experience had developed since the last review in
2020 and appropriate benchmarks (see page 154).
The CEO’s base salary will increase to £1,040,000 and the CFO’s base
salary will increase to £635,000, which represents a 12% increase in
total i.e. 4.5% in line with expected 2024 increases for management
levels in the UK, which are expected to be lower than the wider
workforce, plus a 7.5% adjustment to align with the market.
The proposed increases enable us to reward our Executive Directors
appropriately and differentiate for their skills and experience, with
the CEO proposed at median and the CFO at 95% of the median.
We will again review the base salary levels relative to the appropriate
benchmark in 2025.
Further phasing of the increases was considered by the Committee.
However given that the change in the scope of their roles occurred
in October 2022 and the salary increase will not be recognised until
July 2024, we have concluded that sufficient phasing had already
been achieved.
In conclusion
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 2023, despite the continuing
economic challenges.
I hope that our proposed Policy demonstrates our continued
commitment to being thoughtful when making pay decisions and
reflects shareholder feedback. We very much hope that these proposals
are seen to be consistent with our track record of appropriate and
stretching remuneration. As such, I hope that we can count on your
support with the Policy vote at the AGM.
I welcome any comments you may have ahead of this.
Cathy Turner
Chair of the Remuneration Committee
7 March 2024
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
135
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.
2023 implementation
– The base salaries were reviewed as part
of the July 2023 salary review. The increase of 3% was below the
typical increases received by the wider workforce in the UK of
6% and below the median increase for FTSE 100 CEOs.
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.
2023 implementation
– The CEO and CFO contributions are
in line with the wider workforce.
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 2023
• Car allowance
• Life assurance
• Family healthcare insurance
• Permanent health insurance
Andy Ransom
Chief Executive
2023
£928,288
2022
£901,250
3
%
increase
Andy Ransom
Chief Executive
3
%
Pension contribution during 2023
Stuart Ingall-Tombs
Chief Financial Officer
2023
£566,500
2022
£550,000
3
%
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 2023 and 2022 and shows the potential maximum that was
unearned.
£’000
Unearned
Fixed pay
Variable pay
Total
Base salary
Benefits
Pension
Bonus
PSP
Andy Ransom
Chief Executive
2023
914.8
19.1
27.4
981.0
1,397.6
3,339.9
2022
888.1
19.3
191.3
1,599.9
1,625.7
4,324.4
Stuart Ingall-Tombs
Chief Financial Officer
2023
558.3
16.8
14.7
598.6
485.3
1,673.7
2022
550.0
16.8
14.4
976.4
743.2
2,300.7
Revenue Growth
(at CER)
+
45.8
%
2023
2022: +19.1%
2021: +9.3%
Adjusted Operating
Profit (at CER)
+
57.0
%
2023
2022: +22.7%
2021: +20.0%
Total Shareholder
Return (three-year)
-
14.5
%
Estimate to 28 February
2024 (PSP performance
period ends 22 March
2024)
Adjusted Free Cash
Flow Conversion
97
%
1 January 2021 to
31 December 2023
Organic
Revenue Growth
+
3.9
%
Cumulative average
1 January 2021 to
31 December 2023
Our performance
136
Rentokil Initial plc
Annual Report 2023
Performance Share Plan 2021-2024 vesting
The bar chart compares the estimated value of the 2021 PSP and value
of the 2020 PSP included in the 2023 and 2022 single figures and
shows how share price growth has influenced the value of the award.
PSP 2021-2024
Weighting
Estimated
vesting level
TSR
50%
0%
Organic Revenue Growth
15%
13.7%
Adjusted Free Cash Flow Conversion
15%
15.0%
Sales and Service colleague retention 
6.7%
6.7%
Customer Voice Counts
6.7%
6.7%
Vehicle fuel intensity reduction
6.7%
6.7%
Total estimated vesting
48.7%
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.
2023 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 when
viewed in conjunction with the 2021 PSP outcome.
Find out more on pages
141
and
142
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 will vest for meeting threshold
levels of performance and 100% of the award will vest if maximum
performance is achieved. There is a two-year holding period.
Dividend equivalents may accrue between grant and vest date.
2023 implementation
– The Committee granted the CEO and
CFO awards in line with the Policy maximum in 2023 as per the
approach agreed with shareholders during consultation on the
2021 Policy renewal.
Find out more on pages
144
and
145
Andy Ransom
Chief Executive
Bonus targets and outcomes
Andy Ransom
Chief Executive
Company performance
90.7% / £841,725
Personal performance
15% / £139,243
2023 outcome
105.7% / £980,968
Stuart Ingall-Tombs
Chief Financial Officer
Company performance
90.7% / £513,674
Personal performance
15% / £84,975
2023 outcome
105.7% / £598,649
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.
2023 implementation
– The pie chart shows the performance
measures for the 2023 grant.
Find out more on page
144
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%
375%
2022 grant
375%
2
023 grant
Policy maximum
300%
300%
2022 grant
300%
2
023 grant
2023
1,397.6
1,625.7
2022
A
B
C
D
Maximum
Threshold
Adjusted Operating Profit
(50% of bonus)
838.2
896.8
926.4
Maximum
Threshold
On target
Revenue
(50% of bonus)
5,354.5
5,413.6
5,462.6
On target
Maximum
Threshold
On target
% of maximum bonus
opportunity achieved
10%
66.4%
Adjusted Operating Profit
100%
Revenue
60.4%
Total
54.5%
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
137
Directors’ Annual Remuneration Report – Introduction
Introduction
The Annual Remuneration Report has been split into four sections for
ease of reference. This introductory section provides an overview
of the Remuneration Committee and their activities during the year.
The second section, from page 140, provides an explanation of how
the current Directors’ Remuneration Policy was implemented in the
year ended 31 December 2023 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 third
section, from page 150, provides an overview of how the new Directors’
Remuneration Policy will be applied in 2024. The final section includes
details of the proposed changes to the Policy and proposed Policy that
will be put to shareholder vote at the 2024 AGM.
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 in 2023 were:
• Cathy Turner (Chair)
• David Frear
• Sarosh Mistry
• Julie Southern (stepped down 10 May 2023)
• Linda Yueh
There were five Remuneration Committee meetings held in 2023,
which is an increase on the number of meetings held in 2022 and was
due to the additional requirements of the Policy review. Details of the
members of the Remuneration Committee and their attendance during
the year can be found on page 98. 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 effectiveness of the Remuneration Committee was considered as
part of the external Board effectiveness review undertaken in 2023 by
Chris Saul of Christopher Saul Associates, with the output considered
and follow-up actions agreed by the Remuneration Committee. The
review concluded that the Remuneration Committee continues to
operate effectively.
In 2024, the Remuneration Committee will continue to focus on the
renewal and approval of the Directors’ Remuneration Policy at the
Company’s AGM in May 2024 and the ongoing integration of the
Terminix acquisition, ensuring the right remuneration packages are in
place to attract, motivate and retain talent. The Committee will also
maintain its oversight of colleague reward given current macroeconomic
challenges. Full details of the Board evaluation review, including its
outcomes and actions, are disclosed on pages 112 and 113.
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 £102,130 and were accrued on a time and materials basis.
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 2023 AGM and the vote on the Directors’
Remuneration Policy at the 2021 AGM are shown in the tables below.
Remuneration Report voting results (2023 AGM)
Votes for
2,083,701,500
Percentage for
98.71%
Votes against
27,209,596
Percentage against
1.29%
Total votes cast
2,110,911,096
Votes withheld (abstentions)
6,565,719
Remuneration Policy voting results (2021 AGM)
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.
138
Rentokil Initial plc
Annual Report 2023
Activities of the Remuneration Committee
In 2023, 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 2023, bonus
outcomes for 2022, bonus structure for 2023 and the 2023 PSP awards and targets for the
Executive Directors, taking into consideration the wider workforce.
See pages 140 to 145
for more information
ELT and Company
Secretary
remuneration
The Remuneration Committee considered and approved base salaries for 2023, bonus
outcomes for 2022, bonus structure for 2023, and the 2023 PSP awards and targets for
the members of the ELT and the Company Secretary, taking into consideration the wider
workforce remuneration.
2020 Performance
Share Plan (PSP)
vest
The Remuneration Committee approved the vesting of the 2020 PSP awards as a result of
the performance measures being met at 64.6% of maximum.
2023 PSP award
The Remuneration Committee approved the PSP grant in March 2023 and its performance
conditions, and subsequently noted a summary of the grants made under the PSP.
See pages 144 and 145
for more information
PSP measures
The Remuneration Committee monitored the performance status of the outstanding
awards under the PSP.
2024 annual bonus
The Remuneration Committee reviewed the overall structure of the 2024 annual bonus
plan for Executive Directors, ELT members and the Company Secretary.
See pages 150 and 151
for more information
Malus and clawback
The Remuneration Committee considered matters in relation to the compensation
recoupment policy as required under new SEC rules, including the adoption of the
new policy.
ELT appointments
and terminations
During 2023, the Remuneration Committee approved the remuneration for the
appointment of the new CEO of North America and the exit of the prior incumbent.
2024 Directors’
Remuneration Policy
The Remuneration Committee engaged with shareholders on the renewal of the Directors’
Remuneration Policy and considered the feedback received.
See pages 152 to 161
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 113
Corporate
governance and
proxy voting
guidelines
The Remuneration Committee received an update during 2023 on changes in corporate
governance and proxy voting guidelines.
Gender Pay Report
The Remuneration Committee considered and recommended the 2022 Gender Pay
Report for approval by the Board in February, which was published in March 2023.
Read about diversity on
page 69. 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 2022 Annual Report.
Available on our website
Annual planner
The Remuneration Committee considered the annual planner for 2024.
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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
139
Directors’ Annual Remuneration Report – 2023
Directors’ remuneration in the year to 31 December 2023
Single total figure for the remuneration of Executive Directors
The table below has been audited.
Fixed pay
Variable pay
Total
£’000
Value of total
attributed to
share price
growth
£’000
% of total
attributed to
share price
growth
Year
Base
Salary
£’000
Benefits
£’000
Pension
£’000
Total
fixed pay
£’000
Bonus
£’000
PSP
£’000
Total
variable
pay
£’000
Andy Ransom
,
Chief Executive
2023
914.8 
19.1 
27.4 
961.4 
981.0 1,397.6 
2,378.6 
3,339.9 
(44.2)
−3.2%
2022
888.1 
19.3 
191.3 
1,098.8 
1,599.9 1,625.7 
3,225.7 
4,324.4 
162.3 
10.0%
Stuart Ingall-Tombs
,
Chief Financial Officer
2023
558.3 
16.8 
14.7 
589.8 
598.6 
485.3 
1,083.9 
1,673.7 
(5.3)
−4.5%
2022
550.0 
16.8 
14.4 
581.1 
976.4 
743.2 
1,719.6 
2,300.7 
74.2 
10.0%
Notes to the table
The notes below have been audited.
Base salary
• Base salary earned from 1 January to 31 December for each year.
Benefits
• Executive Directors are provided with family health insurance,
health screening, life assurance, permanent health insurance,
and a car allowance.
• The value of the taxable benefit and includes the P11D value for
health insurance and the gross cash car allowance. There were no
other taxable benefits paid to Executive Directors in 2022 or 2023.
Pension
• Andy Ransom received a pension contribution, in the form of a cash
supplement, worth 21.5% of salary in 2022 due to the cash amount
being fixed in absolute terms and was reduced to 3% of base salary
from January 2023 in line with the UK wider workforce.
• 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.
Bonus
• In both years, 40% of the individuals 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.
• For 2023, Andy Ransom received 105.7% of salary and Stuart
Ingall-Tombs received 105.7% of salary. See pages 141 and 142 for
details of the 2023 bonus calculation.
PSP
• The 2023 single total figure includes the 2021 PSP, which is due to vest
in March and May 2024. The value of the 2021 PSP at vest has been
estimated based on the average of the Company’s share price over
the last financial quarter of 2023, giving a price of 473.2p, and the
anticipated performance outcomes, giving a vesting level of 48.7%.
See page 144 for details.
• The actual value of the 2021 PSP will be confirmed next year once
the final performance outcome, the share price at the date of vesting,
and the impact of dividend accrual are known.
• The 2020 PSP estimate included in the 2022 single figure has been
restated. The award vested at 64.6%, which was above the estimate
of 37.3%, due to an improvement in the Company’s TSR performance.
The value has been restated to reflect the actual vesting level, actual
share price at the date of vesting on 8 September 2023 of 589.0p,
and the impact of dividend accrual. This has increased the value of
the PSP outcome.
Value attributed to share price changes
• The PSP value included in the 2023 single figure is comprised of two
awards in March and May 2021. The March grant had a share price
decline of 21.2p per share (estimated share price at vest of 473.2p
less share price at grant of 494.4p), which is –4.5% of the PSP value.
The May grant had a share price increase of 4.7p per share (estimated
share price of 473.2p less share price at grant of 468.5p), which is a
1% of the PSP value.
• The PSP value included in the 2022 single figure has a share price
increase of 58.8p per share attributed to it (share price at vest of
589.0p less share price at grant of 530.2p), which is 10% of the
PSP value.
Single
figure
Share price
on grant
Estimated
share price
at vest
Share price
change
March 2021 award
2023
494.4p
473.2p
-21.2p
May 2021 award
2023
468.5p
473.2p
4.7p
September 2020 award
2022
530.2p
589.0p
58.8p
• The table below summarises the value of the PSP value of the 2021
and 2020 PSP vests split between value attributed to performance
and value attributed to share price change for the Executive Directors
(see page 144 for further information).
Date of
award
Value
attributed to
performance
£’000
Value
attributed
to share
price
change
£’000
Total
value of
shares
vesting
£’000
Andy Ransom
,
Chief Executive
23/03/2021
1,109.1
-47.6
1,061.5
18/05/2021
332.7
3.3
336.1
2021 total
1,441.8
-44.2
1,397.6
08/09/2020
1,463.4
162.3
1,625.7
Stuart Ingall-Tombs
,
Chief Financial Officer
23/03/2021
507.0
-21.7
485.3
08/09/2020
669.0
74.2
743.2
• The Remuneration Committee has not exercised discretion as a result
of this share price appreciation or depreciation for either award.
The total emoluments and option gains are disclosed on page 144.
140
Rentokil Initial plc
Annual Report 2023
This section has been audited.
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.
2023 Annual bonus outcome
The Remuneration Committee reviewed the 2023 bonus plan outcome
for the Group’s senior management population based on the targets set
at the start of the financial year. The focus of the bonus was on rewarding
sustainable profitable growth and delivery of Adjusted Free Cash Flow in
order to align Executive Directors’ incentives with the Group’s strategy. For
2023, Executive Directors had the opportunity to earn up to 180% of salary
and 40% of any bonus earned will be deferred into shares for three years.
Gateways
Structure
95% of the Profit target and an Adjusted Free Cash Flow gateway have
to be reached at Group level before the financial performance element
of the bonus can be paid.
Targets and results
The table below shows the targets that were set for each gateway
measure and the result.
Target
£‘000
Result
£‘000
Profit Gateway
838.2
896.8
Adjusted Free Cash Flow Gateway
350
500
Outcome
Both gateways were achieved.
Company performance
Structure
If both the gateways are achieved, then Executive Directors can earn
up to 150% of salary based on targets equally split between revenue
and profit. The results are calculated on the same basis as the targets
were set.
Targets and results
The table below shows the targets that were set and how the threshold
and maximum relate to the on-target level. It also includes the
percentage of the maximum bonus that can be achieved for each target
level and the percentage of salary payable. Finally, the table includes
the results for each of these elements.
Revenue
Threshold
£‘000
On-target
£‘000
Maximum
£‘000
Result
£‘000
Targets
5,354.5 
5,408.6 
5,462.6 
5,413.6 
Targets as % of on-target
99%
100%
101%
100.1%
% of maximum
opportunity achieved
10%
50%
100%
54.5%
% of base salary payable
7.5%
37.5%
75.0%
40.9%
Adjusted Operating Profit
Threshold
£‘000
Target
£‘000
Maximum
£‘000
Result
£‘000
Targets
838.2 
882.3 
926.4 
896.8 
Targets as % of on-target
95%
100%
105%
101.6%
% of maximum
opportunity achieved
10%
50%
100%
66.4%
% of base salary payable
7.5%
37.5%
75%
49.8%
Outcome – company performance
The table below brings together the bonus outcomes for Revenue
and Adjusted Operating Profit to give the total bonus payable as a
percentage of the maximum opportunity and as a percentage of
base salary.
Revenue
Adjusted
Operating
Profit
Bonus
outcome
% of maximum opportunity achieved
54.5%
66.4%
60.4%
% of base salary payable
40.9%
49.8%
90.7%
The table below shows the bonus payable to the Chief Executive and
Chief Financial Officer.
Bonus
outcome as a % of
base salary
Result
£‘000
Andy Ransom
90.7%
841,725
Stuart Ingall-Tombs
90.7%
513,674
Personal performance
Structure
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.
Targets
The table below shows the rating scale used in the PDR and the bonus
opportunity as a percentage of base salary for each rating.
Performance rating
and definition
Meaning of definition
Bonus opportunity
as a % of
base salary
1:
Below standards
required
Has not delivered against
performance criteria
0%
2:
Development
required
Has met some but
not all performance criteria
0%
3:
Good performer
Meets all performance criteria
15%
4:
Exceeds
expectations
Meets and exceeds expectations
against most aspects
22.5%
5:
Outstanding
Outstanding achievement against
all criteria
30%
Results and outcome
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 2023. The table
below shows the PDR rating awarded and the bonus outcome for the
personal element.
PDR rating
Bonus
outcome as
% of salary
Bonus
outcome
£‘000
Andy Ransom
3
15%
139,243
Stuart Ingall-Tombs
3
15%
84,975
See the table on the next page for details of the key achievements for
the Chief Executive and Chief Financial Officer which were used to
determine their performance rating.
Annual bonus 2023
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
141
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
• Continued world-class performance in LTA 0.31 and WDL 7.05,
recognised externally with RoSPA Gold Award.
• Increased global colleague retention by 4.74% to 84.2%, and
service technician retention by 5.7% to 83.3%.
• Strong engagement and enablement scores, particular strength
in H&S, DE&I and “My Manager” questions.
• Further progress made in building Finance talent with selection of
the North America team creating greater capability and experience
• Succession for key global financial roles strengthened through
external hires and internal development.
Customer
• Stable customer retention at 82.3% with Customer Voice Counts
survey (NPS) improving strongly at 50.8.
• Stable customer retention at 82.3% with Customer Voice Counts
survey (NPS) improving strongly at 50.8.
Revenue
• Delivered increase in Revenue ahead of plan at +45.8% over
previous year.
• Delivered 4.9% organic growth and 60.6% revenue growth in
Pest Control, of which 4.5% was organic.
• Innovation leveraged to drive revenue growth, including
PestConnect with +23% increase in installations YoY.
• Delivered increase in Revenue ahead of plan at +45.8% over
previous year.
• Delivered 4.9% organic growth and 60.6% revenue growth in Pest
Control, of which 4.5% was organic.
Adjusted
Operating
Profit
• Delivered a strong increase of 57% over previous year and
ahead of plan.
• 120bps improvement in Adjusted Operating Margin over prior
year to 16.6%.
• Strong progress in delivering pricing increases.
• Delivered a strong increase of 57% over previous year and ahead
of plan.
• 120bps improvement in Adjusted Operating Margin over prior year
to 16.6%.
• Strong progress in delivering pricing increases.
Cash and
liquidity
• Delivered Strong Adjusted Free Cash Flow Conversion of 89.4%.
• Delivered Strong Adjusted Free Cash Flow Conversion of 89.4%.
• Delivered reduction in Net Debt to EBITDA from 3.2x to 2.6x.
• Achieved a BBB rating with a stable outlook with S&P and Fitch.
M&A
• Delivery of $69m synergies from the Terminix acquisition ahead
of the target of $60m.
• 41 acquisitions completed in 2023 with annualised revenues of
c.£106m.
• Delivery of $69m synergies from the Terminix acquisition ahead of
the target of $60m.
• 41 acquisitions completed in 2023 with annualised revenues of
c.£106m.
Earnings
and returns
• Strong leadership of environmental agenda with meaningful
reductions in vehicle fuel intensity and member of the Dow
Jones Sustainability Index.
• Finance systems have been well controlled and the continued rollout
of Business Centrals continues to support SOX controls.
• Remediation of one 2022 SOX material weakness, made in 2023.
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
max opportunity
Andy Ransom
Bonus payable
as a % of salary
90.7%
15.0%
105.7%
63.4%
42.3%
Bonus payable
841,725 
139,243 
980,968 
588,581 
392,387 
58.7%
Stuart Ingall-Tombs
Bonus payable
as a % of salary
90.7%
15.0%
105.7%
63.4%
42.3%
Bonus payable
513,674 
84,975 
598,649 
359,189 
239,460 
58.7%
Rationale
Careful consideration was given as to whether or not the outcomes were reflective of overall Company performance and appropriate in the context
of the experience of wider stakeholders, particularly in relation to the ongoing cost-of-living challenges for colleagues and the impact of the
reduction in share price following the quarter three update on shareholders, and was felt to be a fair reflection and that no discretion should be
applied to adjust the outcome. The rationale for this included:
• The Company had another strong year in 2023, delivering profit and revenue figures above consensus and were accomplished despite significant
inflation and other macroeconomic headwinds. Revenue grew by 45.8% and Adjusted Operating Profit by 57%.
• The Company has strong alignment of incentives throughout management levels, 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 133 for further details.
• The outcome of the annual bonus was considered in conjunction with the estimated vesting level of PSP. On balance, it was felt that the formulaic
outcomes of the PSP and annual bonus combined with the performance rating, fairly reflect overall performance. This took into consideration that
the largest element of variable incentive, the PSP, directly reflects shareholder experience as the share price performance has impacted the
estimated vesting of the 2021 PSP. The TSR element is currently below threshold and this element is likely to lapse.
• The company element of the annual bonus, along with non-TSR element of the PSP recognised the significant strengthening of the underlying
business and appropriately rewarded the Executive Directors for delivering numbers above analyst consensus set at the start of 2023 in a
challenging year. The targets also evidence that we set stretching targets as the maximums are well above consensus.
• In addition, both the Chief Executive and Chief Financial Officer were awarded a PDR rating of 3 to reflect delivery of strong financial results and broad
based delivery across all their goals balanced with consideration of shareholder experience.
Application of discretion
The Remuneration Committee has not applied discretion to the outcome of the annual bonus.
Directors’ Annual Remuneration Report – 2023
continued
142
Rentokil Initial plc
Annual Report 2023
This section has been audited.
The PSP is the Company’s long-term incentive plan which the Executive Directors, ELT, and more than 1,100 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.
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
Threshold
Target
Maximum
Threshold
Target
Maximum
Original
2.25%
2.5%
2.75%
3.5%
4.0%
5.0%
Revised
3.0%
3.5%
4.0%
4.5%
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, in line 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
Threshold
Target
Maximum
Threshold
Target
Maximum
Original
80%
85%
90%
80%
85%
90%
Revised
70%
80%
90%
70%
80%
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
Threshold
Target
Maximum
Threshold
Target
Maximum
Original
4%
6%
8%
4%
6%
8%
Revised
no change
No change
Sales & Service colleague retention
– the inclusion of Terminix has a negative impact on Sales & Service colleague retention, so these targets were
revised down. Plans are in place to return retention to our usual levels over the course of the next few years. Although both inflight awards were
reviewed, only the 2021-2024 award is shown below as in line with our usual practice, the targets for this measure is not disclosed until the award
vests, as we believe that they are commercially sensitive.
2021-2024 PSP
Threshold
Target
Maximum
Original
79%
81.5%
84%
Revised
77.2%
79.7%
82.2%
Customer satisfaction
– the inclusion of Terminix has a positive impact on customer satisfaction, so these targets were increased. Although both
inflight awards were reviewed, only the 2021-2024 award is shown below as in line with our usual practice, the targets for this measure is not
disclosed until the award vests, as we believe that they are commercially sensitive.
2021-2024 PSP
Threshold
Target
Maximum
Original
39
41
43
Revised
41.2
43.2
45.2
2021 PSP award
The 2021 PSP award was subject to six performance measures detailed in the table below.
Performance measures
Weighting
Definition
Performance
period
Relative TSR
50%
Relative TSR performance measured against a comparator group of
the FTSE 350 Index, excluding financial services, property and primary
resources sectors
23/03/2021 to
22/03/2024
Organic Revenue Growth
15%
Average Organic Revenue Growth over the three-year performance
01/01/2021 to
31/12/2023
Adjusted Free Cash Flow Conversion
15%
Adjusted Free Cash Flow Conversion % over a three-year
performance period
01/01/2021 to
31/12/2023
Sales and Service colleague retention
6.7%
Average of the 2021, 2022, and 2023 annual overall Sales and Service
Colleague retention
01/01/2021 to
31/12/2023
Customer satisfaction
6.7%
Average of the 2021, 2022, and 2023 annual CVC score over the
three-year performance period based on NPS methodology
01/01/2021 to
31/12/2023
Vehicle fuel intensity
6.7%
Reduction in vehicle fuel intensity across 20 key countries achieved by
the end of the three-year performance period
01/01/2021 to
31/12/2023
Performance Share Plan (PSP) and Deferred Bonus Plan (DBP) awards
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
143
Directors’ Annual Remuneration Report – 2023
continued
2021 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. However, the targets were reviewed and discretion was applied by the Committee to adjust them to ensure
that the targets remain as originally intended and have not become inadvertently easier or harder as a result of the Terminix acquisition as described
in the section above.
In addition, the Committee carefully considered the outcomes of the additional financial and strategic measures in the PSP to ensure that these had
not been inadvertently made easier by inflationary increases or other impacts outside of management control.
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 2021 award is measured over a three-year period ending during the 2024 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 February 2024.
Performance measures 
Threshold:
20% 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
Ranked 102 of 163
Estimate
0%
Estimate
0%
Organic Revenue Growth
3.0%
3.5%
4.0%
3.9%
91.3%
13.7%
Adjusted Free Cash Flow Conversion
70.0%
80.0%
90.0%
97.0%
100.0%
15.0%
Sales and Service colleague retention
77.2%
79.7%
82.2%
83.2%
100.0%
6.7%
Customer satisfaction
41.20
43.20
45.20
46.83
100.0%
6.7%
Vehicle fuel intensity
4.0%
6.0%
8.0%
17.0%
2
100.0%
6.7%
Total
48.7%
1.
This estimate will be restated in next year’s Annual Report to reflect actual performance.
2. The outcome of this metric was reviewed in detail to enable the Committee to fully understand why the performance was much higher than the target range.
The results were considered excluding inflationary impacts to ensure that the underlying performance was at a consummate level to satisfy maximum vesting.
2021 PSP awards vesting
Andy Ransom was granted an award of shares worth 250% of base salary in March 2021 and a further top-up grant in May 2021 following approval
of the 2021 Policy at the AGM. Stuart Ingall-Tombs was granted an award 200% of base salary in March 2021. The aggregate number of shares
estimated to vest in 2024 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 2023 of 473.2p. The Remuneration Committee has not exercised
any discretion.
Grant
Maximum
award
of shares
Estimated
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
March grant
442,455
48.7%
215,441
8,891
224,332
1,062
−48
−4.5%
May grant
140,074
48.7%
68,205
2,814
71,019
336
3
1.0%
Total
582,529
283,646
11,705
295,351
1,398
−44
−3.2%
Stuart Ingall-Tombs
Total
202,265
48.7%
98,487
4,064
102,551
485
−22
−4.5%
144
Rentokil Initial plc
Annual Report 2023
PSP awards granted during the year
In 2023, 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 2023–2026
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%
4.5%
5.5%
6.5%
Adjusted Free Cash Flow Conversion
15%
70%
80%
90%
Strategic/ESG measures
– Sales and Service colleague
retention
– Customer satisfaction
6.7%
6.7%
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
6.7%
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 2023 PSP are set out in the table below and the number of shares awarded are the 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.
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. The PSP awards
are subject to a holding period of two years, which commences from the date of vest.
2023 PSP award
Participant
Date of award
Number of
shares
awarded
Share price
used to
determine
award
1
Exercise
price
Face value
of shares
£‘000
% of salary
awarded
Date of vest
Performance
period end
2
Andy Ransom
30/03/2023
590,647
572.2p
3,379,682
375%
30/03/2026
29/03/2026
Stuart Ingall-Tombs
30/03/2023
288,360
572.2p
1,649,996
300%
30/03/2026
29/03/2026
1.
The share price is the closing share price the day prior to grant.
2. The TSR condition for the March award will be measured over three years to 29 March 2026. The other performance conditions will be measured over three
years to 31 December 2025.
DBP awards granted during the year
On 22 March 2023, 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 2022 annual bonus. These awards are subject to a three-year holding
period, but are not subject to any further performance or service conditions. 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. Awards to Executive Directors under the 2023 DBP are set out in the table below.
2023 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
21/03/2023
114,078
561.0p
639,978
21/03/2026
Stuart Ingall-Tombs
21/03/2023
69,617
561.0p
390,551
21/03/2026
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 2023.
Payments to past Directors (audited)
There were no payments made to past Directors during 2023.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
145
Single total figure for the remuneration during 2023 of the Chairman and Non-Executive
Directors
The table below shows the single total figure for the remuneration during 2023 of the Chairman and Non-Executive Directors compared to the prior
year. The benefits section includes a travel allowance for intercontinental travel of £5,000 per meeting. The table has been audited.
Chairman and Non-Executive Directors
Fees 2023
£’000
Fees 2022
£’000
Benefits 2023
£’000
Benefits 2022
£’000
Total 2023
£’000
Total 2022
£’000
Richard Solomons
425.0
383.3
425.0
383.3
David Frear
1
75.0
16.7
20
5
95.0
21.7
Sally Johnson
2
69.2
69.2
Sarosh Mistry
75.0
62.5
20
5
95.0
67.5
John Pettigrew
95.0
74.2
5
100.0
74.2
Julie Southern
3
34.0
78.4
34.0
78.4
Cathy Turner
95.0
78.4
5
100.0
78.4
Linda Yueh
75.0
62.6
5
80.0
62.6
1. David Frear was appointed to the Board on 12 October 2022.
2. Sally Johnson was appointed to the Board on 1 April 2023.
3. Julie Southern stepped down from the Board on 10 May 2023.
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 2023, or their date of cessation if
earlier, and at 31 December 2022, 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 2023
Number of ordinary shares
as at 31 Dec 2022
Richard Solomons
84,900
62,000
Andy Ransom
1
1,230,419
1,695,225
Stuart Ingall-Tombs
195,408
171,350
David Frear
2
8,125
Sally Johnson
3
3,527
Sarosh Mistry
1,850
John Pettigrew
55,000
55,000
Julie Southern
4
9,891
9,891
Cathy Turner
24,736
24,736
Linda Yueh
1,590
1,590
1.
Andy Ransom has an interest in 4,661,701 vested PSP shares from the 2014, 2015, 2016, 2017, 2018, 2019, and 2020 awards, which he has not yet exercised.
These figures are not included in his beneficial interest of shares figure at 31 December 2023 above but are included in the share award table below.
2. David Frear was appointed to the Board on 12 October 2022.
3. Sally Johnson was appointed to the Board on 1 April 2023.
4. Julie Southern stepped down from the Board on 10 May 2023.
There has been no change to the current Directors’ shareholdings between 31 December 2023 and 7 March 2024.
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 2023, the Chief Executive substantially exceeded the minimum shareholding requirement and the Chief Financial Officer had met
the shareholding requirement when all qualifying shares were taken into account. and c.76% of the requirement with shares held outright.
The table below sets out the number of shares held at 31 December 2023 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 2023¹
Shares owned
outright as
a % of salary
Interest in PSP
and DBP that are
available to
exercise as at
31 Dec 2023
Interest in PSP
and DBP awards
subject to holding
period as at
31 Dec 2023
Interest in PSP
awards subject to
performance
conditions as at
31 Dec 2023
Andy Ransom
300%
1,230,419
5,423,687
584%
4,034,553
1,062,105
1,832,591
Stuart Ingall-Tombs
200%
195,408
861,358
152%
0
266,390
822,217
1.
The share price is based on the Company’s share price on 31 December 2023 of 440.8p.
Directors’ Annual Remuneration Report – 2023
continued
146
Rentokil Initial plc
Annual Report 2023
Total PSP and DBP awards held by Executive Directors
The table below has been audited. Both the PSP and DBP 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.
Date of
award
Share
price
used to
determine
award
Scheme
interest at
1 Jan 2023
Shares
awarded
during
2023
Shares
lapsed
during
2023
Dividend
equivalent
shares
at vest
Shares
available
for exercise
during
2023
Dividend
equivalent
shares at
exercise
Shares
exercised
during
2023
Outstanding
awards at
31 Dec 2023
Performance
period end
2013 PSP
1
Andy Ransom
30/04/2013
96.0p
513,403
513,403
43,414
556,817
5
29/04/2016
Andy Ransom
01/10/2013
109.0p
388,853
388,853
26,132
414,985
5
29/04/2016
2014 PSP
1
Andy Ransom
31/03/2014
123.4p
912,792
912,792
912,792
30/03/2017
2015 PSP
1
Andy Ransom
31/03/2015
135.5p
883,906
883,906
883,906
30/03/2018
2016 PSP
1
Andy Ransom
12/05/2016
159.4p
869,324
869,324
869,324
10/03/2019
2017 PSP
1
Andy Ransom
31/03/2017
246.4p
562,676
562,676
562,676
30/03/2020
2018 PSP
Andy Ransom
29/03/2018
271.2p
487,350
487,350
487,350
28/03/2021
Andy Ransom
14/05/2018
271.2p
121,837
121,837
121,837
13/05/2021
2019 PSP
2,3
Andy Ransom
25/03/2019
346.6p
547,805
547,805
547,805
24/03/2022
2019 DBP
4
Andy Ransom
25/03/2019
346.6p
72,505
72,505
72,505
24/03/2022
2020 DBP
4
Andy Ransom
24/03/2020
358.6p
119,243
4,920
124,163
124,163
23/03/2023
2020 PSP
Andy Ransom
08/09/2020
530.2p
412,580
– 146,260
9,691
276,011
276,011
07/09/2023
Stuart Ingall-Tombs
08/09/2020
530.2p
188,608
66,862
4,430
126,176
126,176
07/09/2023
2021 PSP
Andy Ransom
23/03/2021
494.4p
442,455
442,455
23/03/2024
Andy Ransom
18/05/2021
468.5p
140,074
140,074
18/05/2024
Stuart Ingall-Tombs
23/03/2021
494.4p
202,265
202,265
23/03/2024
2022 PSP
Andy Ransom
04/03/2022
497.6p
659,415
659,415
04/03/2025
Stuart Ingall-Tombs
04/03/2022
497.6p
331,592
331,592
04/03/2025
2022 DBP
4
Andy Ransom
22/03/2022
507.2p
124,211
124,211
22/03/2025
Stuart Ingall-Tombs
22/03/2022
507.2p
70,597
70,597
22/03/2025
2023 DBP
4
Andy Ransom
21/03/2023
561.0p
114,078
114,078
21/03/2026
Stuart Ingall-Tombs
21/03/2023
561.0p
69,617
69,617
21/03/2026
2023 PSP
Andy Ransom
30/03/2023
572.2p
590,647
590,647
30/03/2026
Stuart Ingall-Tombs
30/03/2023
572.2p
288,360
288,360
30/03/2026
1.
Shares held by Andy Ransom under the 2014, 2015, 2016, 2017, 2018, 2019, and 2020 PSP awards are vested but unexercised and total 4,661,701.
Stuart Ingall-Tombs holds shares under the 2020 PSP that are vested but unexercised.
2. PSP awards 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 2020 PSP award partially vested at 64.6%.
4. The DBP awards are subject to a three-year holding period, but are not subject to any performance or service conditions.
5. Andy Ransom exercised his 2013 PSP awards on 22 March 2023. He exercised a total of 971,802 shares at an exercise price of 559.9p, giving a total value on
exercise of £5,440,736, which was a gain of £4,453,858 compared to the grant price value of these awards.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
147
Remuneration in context
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 2023 colleague figures represent
the full-time equivalent pay and benefits for 2023 for colleagues
employed on 31 December 2023 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 2023, and the corresponding value of pay
and benefits:
Year
Method
25th
percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2023
A
Salary
£21,223
£26,302
£36,789
Total pay and
benefits
£21,718
£27,111
£37,881
Pay ratio
154:1
123:1
88:1
2022
A
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 CEO ratios for 2023 have remained stable compared to 2022, this
is due to the CEO’s single figure being lower than historical outcomes.
The main reason for this is a lower vesting level of the PSP, the share
price used for the valuation being lower, alongside the employee values
remaining higher, which 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.
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 -8.6% and a mean -10.0%, which is
significantly better than the UK average of 14.3% reported by the Office
for National Statistics, and means the median woman earns marginally
more than the median 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 it 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 2022, covering around 1,000
colleagues, and has continued to be rolled out to levels below this in
2023. The key areas of focus continues 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 2023 and
31 December 2022.
2023
£m
2022
£m
%
change
Remuneration paid to all
employees of the Group
2,550
1,777
43.5%
Distributions to shareholders
201
122
64.8%
Details of the remuneration paid to all employees can be found in
Note A9 to the Financial Statements on page 186. Details of the
dividends declared and paid during the periods are contained in
Note D1 to the Financial Statements on page 213.
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
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
£5,544,805 
100%
96.6%
2022 – Andy Ransom
1
£4,324,407 
98.6%
64.6%
2023 – Andy Ransom
2
£3,339,919 
58.7%
48.7%
1.
The 2022 single total figure includes the revised value of 276,011 shares
under the 2020 PSP award, which vested at 64.6% on 8 September 2023
based on the closing share price on 8 September 2023 of 589.0p.
2. The 2023 single total figure includes the estimated value of 295,351 shares
under the 2021 PSP award, which is due to vest on 23 March 2024 based on
the average share price over Q4 of 2023 of 473.2p.
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 135 and has mainly focused on the increase of
EPS targets to take account of material acquisitions and disposals
and the adjustment of the inflight PSP awards to ensure that the
targets remain as originally intended and have not become
inadvertently easier or harder as a result of the acquisition.
Re-election of Directors and service contracts
Details of the Directors service contracts and notice periods can
be found on page 242.
Directors’ Annual Remuneration Report – 2023
continued
148
Rentokil Initial plc
Annual Report 2023
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, 2022, and 2023. 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.
Andy
Ransom
Stuart
Ingall-Tombs
Richard
Solomons
Sally
Johnson
8
Sarosh
Mistry
5
John
Pettigrew
Cathy
Turner
6
Linda
Yueh
David
Frear
7
Employees
9
Salary/fees
1
2023
3.0%
1.5%
10.9%
40.7%
34.8%
27.6%
27.8%
337.8%
11.1%
2022
1.5%
6.0%
2.2%
50.1%
6.0%
12.7%
4.3%
1.5%
2021
33.3%
175.3%
9.6%
9.6%
89.3%
9.6%
4.4%
2020
-14.3%
34.6%
9.6%
-8.8%
Annual bonus
2
2023
-38.7%
-38.7%
-17.6%
2022
-1.3%
6.0%
45.0%
2021
100.0%
100.0%
352.1%
2020
100.0%
-62.8%
Benefits
3,4
2023
-0.9%
0.1%
-8.4%
2022
-2.7%
3.8%
-0.2%
2021
0.5%
-44.8%
-4.5%
2020
-0.3%
1.3%
Total
2023
-28.0%
-23.7%
10.9%
40.7%
34.8%
27.6%
27.8%
337.8%
-2.8%
2022
-0.3%
6.0%
2.2%
50.1%
6.0%
12.7%
4.3%
17.6%
2021
265.4%
556.8%
9.6%
9.6%
89.3%
9.6%
45.9%
2020
-63.5%
-4.6%
-8.8%
-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. Sally Johnson was appointed to the Board on 1 April 2023.
9. In line with regulations, employees include 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
£
100
£300
£500
£550
£150
£350
£50
£250
£450
Dec
2014
Dec
2013
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
Dec
2023
Dec
2022
FTSE 350
FTSE 100
Rentokil Initial
FTSE 250
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
149
Directors’ Annual Remuneration Report – Looking forward 2024
Executive Director base salaries from 1 January 2024
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. The standard salary increases for the Executive Directors for 2024 are expected to be around 4.5% in line with the increases that are
anticipated to be applied to management. The standard increases of the wider workforce in 2024 are expected to be higher, as the Company
normally focus more of its pay review budget at the frontline. Due to the uncertainty of the macroeconomic environment, this salary increase budget
remains under review.
At the same time as the Policy review, and in consultation with shareholders, the Committee reviewed the base salaries of the Executive Directors
due to the significant growth in size and complexity of the Company following the Terminix acquisition in October 2022. The review took into
consideration the impact of the changes to the business on the scope of the role, how the CEO’s and CFO’s skills and experience had developed
since the last review in 2020 and appropriate benchmarks (see page 154). The proposed increases enable us to reward the Executive Directors
appropriately and differentiate for their skills and experience, with the CEO proposed at median and the CFO at 95% of the median.
The Committee considered phasing the increases, however it felt that the increases had already been phased given the increase in the scope of
their role occurred in October 2022 and will be recognised in July 2024. The proposed increases for the Chief Executive and Chief Financial Officer
are shown in the table below.
Salary from 1 January 2024
Executive Director
Salary from
1 January 2024
£’000 
Standard
increase %
Additional
increase %
Total increase %
Salary from
1 July 2024
£’000 
Andy Ransom – Chief Executive
928.3
4.5%
7.5%
12.0%
1,040.0
Stuart Ingall-Tombs – Chief Financial Officer
566.5
4.5%
7.6%
12.1%
635.0
1.
This is based on the estimated increase to be applied from 1 July 2024.
Fixed pay for 2024 will be:
Estimated
base salary
£’000
Estimated
benefits
£’000
Estimated
pension
£’000
Total
fixed pay
£’000
Andy Ransom – Chief Executive
984.1
19.1
29.5
1,032.8
Stuart Ingall-Tombs –Chief Financial Officer
600.8
16.8
15.4
632.9
1.
This is based on the estimated increase to be applied from 1 July 2024.
2024 Non-Executive Director fees
The table below shows the Non-Executive Director fees for 2024. As part of the review of the fees conducted in September 2022, it was agreed that
the Non-Executive Director fees would be reviewed each year as part of the salary review and, if appropriate, the fees will be increased by the
standard amount being applied to Executive Directors. This review will be completed in June 2024 and any increase determined will be applied from
1 July 2024.
Position
Fee policy from 1 January 2024
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
2024 annual bonus structure
The focus of the bonus remains on rewarding sustainable profitable growth and delivery of Adjusted Free Cash Flow in order to align Executive
Directors’ incentives with the Group’s strategy. Subject to approval of the Policy at the 2024 AGM, the Executive Directors will have the following
bonus opportunity as a percentage of base salary.
Threshold
Target
Maximum
Company performance
19.5%
97.5%
195.0%
Personal performance
0%
15.0%
30.0%
Total
19.5%
112.5%
225.0%
Company performance
Gateways:
95% of the Profit target and an Adjusted Free Cash Flow gateway have to be reached at Group level before the financial performance
element of the bonus can be paid.
Financial performance:
If both these profit and cash flow gateways are achieved, then Executive Directors can earn up to 195% of salary based on
the achievement of financial targets.
Bonus targets have not been disclosed looking forward for 2024 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 2024 will be disclosed in next year’s Annual Report.
However, the Committee remain dedicated to ensuring that the bonus targets remain stretching and has determined that the uplift in bonus
opportunity, proposed as part of the Policy review, will be fully based on the achievement of targeted and measurable financial results and for
2024 will be aligned to the delivery of Organic Revenue Growth and integration synergy targets in our North America business.
150
Rentokil Initial plc
Annual Report 2023
The table below shows the how the bonus opportunity for Company performance will be split.
Threshold
Target
Maximum
Profit
7.5%
37.5%
75.0%
Revenue
7.5%
37.5%
75.0%
North America Organic Revenue Growth
2.5%
12.5%
25.0%
North America integration synergies
2.0%
10.0%
20.0%
Company performance
19.5%
97.5%
195.0%
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.
Bonus deferral
50% of any bonus earned will be deferred into shares for three years.
How will incentives be aligned with the business strategy in 2024?
The table below shows how key elements of the business strategy are reflected in the Executive Directors’ remuneration in 2024.
Strategic priorities
Link to remuneration
Be an Employer of Choice/ colleague retention
Through personal goals in the annual bonus and the Sales & Service colleague retention
performance condition in the PSP.
Drive Organic Revenue Growth in Pest Control
Revenue targets for Group, Organic Revenue Growth targets for North America in the annual
bonus and Organic Revenue Growth targets in the PSP.
Manage the integration of Terminix into our North
America business
Synergy delivery targets and Organic Revenue Growth targets for North America in the
annual bonus, as well as personal goals in the annual bonus.
Build our Hygiene & Wellbeing business
Revenue, profit targets, and personal goals in the annual bonus. Organic Revenue Growth
targets in the PSP.
Drive M&A
M&A is enabled through delivery of Adjusted Free Cash Flow in the annual bonus and
Adjusted 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.
2024 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. It is currently envisaged that 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, subject to confirmation that this remains appropriate at the time of grant.
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 2024–2027
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%
4.0%
4.5%
5.0%
Adjusted Free Cash Flow Conversion
15%
75%
85%
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%
6%
8%
1.
The TSR index of comparators for this cycle will be the constituents of the FTSE 100 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; 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.
Strategic Report
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Corporate Governance
Rentokil Initial plc
Annual Report 2023
151
Proposed 2024 Directors’ Remuneration Policy
Proposed changes to the Directors’ Remuneration Policy
In setting the Remuneration Policy for the Executive Directors, the Remuneration Committee have ensured that the arrangements are in the best
interests of both the Company and its shareholders, by continuing to take into account the following general principles:
• to ensure that total remuneration packages are simple and fair in design;
• to ensure that total remuneration is highly weighted towards delivery of performance;
• to ensure that incentives balance the achievement of financial performance objectives and delivering sustainable profitable growth in the long
term; and
• to provide a substantial proportion of performance-linked pay in shares allowing senior management to build a significant shareholding in the
business and, therefore, aligning management with shareholders’ interests and the Group’s performance, without encouraging excessive
risk-taking.
The table below summarises the proposed changes to the Directors’ Remuneration Policy (the Policy). Details of how the Policy is proposed to be
applied in 2024 can be found in pages 150 and 151.
Element
Current Policy
Proposed change
Base salary
Salaries are set taking into account a number of factors, including scope and
responsibility of the role, external economic environment, and individual skills
and experience, and will be reviewed following a significant change.
Increases are normally broadly in line with those awarded to the wider
workforce in the UK. Adjustments to this may be made where the
Remuneration Committee deems it appropriate.
None
Benefits
Benefits provided at a rate commensurate with the market and include
life assurance, car or car allowance, family healthcare, permanent health
insurance, and relocation benefits.
None
Pension
Executive Directors may contribute to a defined contribution arrangement or
receive a cash supplement in lieu of pension. Contributions are 3% of base
salary in line with the wider workforce in the UK.
Permit alignment of pension provision with
the wider workforce of the country where
the Executive is based if it is outside the UK.
Annual
bonus
Maximum Bonus opportunity of 180% of base annual salary, with up to 150%
of base salary based on delivery of Company performance and up to 30% of
base salary on personal performance, against objectives measured through
the Company’s performance and development review process.
Deferral of 40% of bonus into shares with a minimum three-year
holding period.
Increased maximum opportunity of up to
225% of base salary, with up to 195% of
base salary subject to delivery of Company
performance and up to 30% of base salary
subject to personal performance.
Increased bonus deferral to 50% of bonus
into shares with a minimum three-year
holding period.
Rationale for change
Throughout the consultation process our shareholders were supportive of the proposal to increase the packages of the CEO
and CFO to reflect the increase in size and complexity of the Company, they wanted to see a large proportion of any change
delivered through variable pay.
Increasing the maximum bonus opportunity and the level of deferral at the same time, means that the Committee can align the
bonus opportunity with market benchmarks, while ensuring the majority of the change will be delivered in the long term.
This is because 50% of any bonus earned would be converted to shares and held for a further three years. Currently, the annual
bonus potential is 180% of base salary with a 40% deferral i.e., a maximum of 72% of base salary is deferred. Increasing the
annual bonus potential to 225% with a 50% deferral results in up to 112.5% of base salary being deferred.
Performance
Share Plan
(PSP)
375% of annual base salary 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. Two-year holding period.
Dividend equivalents may accrue between grant and vest.
None
PSP
performance
conditions
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.
Current measures comprise:
• Relative TSR performance – 50%;
• Organic Revenue Growth – 15%;
• Adjusted Free Cash Flow Conversion – 15%; and
• ESG measures (colleague retention, customer satisfaction, and vehicle fuel
intensity) – 20%.
None
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Rentokil Initial plc
Annual Report 2023
Element
Current Policy
Proposed change
Shareholding
guidelines
300% of salary for the CEO and 200% of salary for the CFO (within five years of
appointment).
Post-cessation guidelines, which will normally require Executive Directors to
hold shares, for two years post-cessation, 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.
Increase shareholding guidelines to 400%
of salary for the CEO and 300% of salary for
the CFO
Rationale for change
This change is proposed to align with best practice for companies of a similar size.
In addition, the Malus and Clawback Policy has been updated to reflect the Company’s status as a dual listed company.
Overall rationale
The Remuneration Committee has been very mindful that the external environment continues to be unconducive to material pay increases when
considering changes to the Policy; however, the Committee also recognises that it is incumbent upon them to ensure that we can effectively reward,
motivate, and retain the high-performing Executive Directors, so they have worked to create a Policy that balances these considerations and will be
effective at rewarding the Executive Directors appropriately over the next three years.
Consideration of shareholders’ views
The engagement with the Company’s top shareholders, which hold around 50% of its share capital, along with shareholder representative bodies/
proxy agencies, started in October 2023. The quality of engagement and input has been extremely helpful to the Committee and the Committee are
grateful for the time invested by these shareholders and the practical suggestions as to how it might structure an appropriate level of remuneration
potential for the future.
There was much consistency in the feedback received and the table below shows how the feedback from shareholders was taken into
consideration.
Shareholder feedback
How it was considered
Recognition of the capabilities
of our management team and
support to remunerate them
competitively and in line with
the market.
The Committee respected the responsibility the shareholders had given it to ensure that the CEO and CFO
are rewarded appropriately. It carefully considered a number of benchmarks to support with setting an
appropriate package. The Committee decided that it should ensure that base salary was set around the
median and that the overall package should be structured to deliver an opportunity that was above median
so that the package is set to reward outperformance.
A preference for any incremental
opportunity to be balanced
between fixed and performance
based variable pay, rather than
just fixed pay, which was initially
contemplated.
Taking this feedback into consideration, the Committee made changes to the proposed Policy design.
It considered both increases to short and long-term incentives and concluded that if it combined an increase
in annual bonus opportunity, bringing it to benchmark levels, with an increase in deferral, the increase in
short-term incentive would also increase the amount of remuneration that was delivered in the long term.
The Committee felt that this offered a good balance as it broadly maintains the percentage of long-term
remuneration at c.81% as a result of the increase in bonus deferral, notwithstanding the increase in annual
bonus opportunity, supporting the Company’s commitment to deliver the vast majority of Executive Directors
remuneration over the long term.
Consideration of phasing any
base salary increases.
The Terminix acquisition was completed in October 2022 and the Committee considered it appropriate to
maintain the then current packages for the remainder of the three-year policy and is only seeking to reflect
the transaction as part of the policy renewal some 18 months later.
Further, the salary increase will only take effect from 1 July 2024 in line with the Company’s annual salary
review, so the increase will only take effect almost two years after the transaction.
The Committee considers that this delay in the process inherently involves a phasing of the new package
and, therefore, that it is appropriate to fully implement the changes from July 2024.
Share the benchmark data.
Details of the benchmarks used have been included in the section below.
Wider workforce engagement
The Remuneration Committee continued their engagement with the Company’s colleagues as part of the wider workforce engagement undertaken
by the Board of Directors as set out on page 114. These activities 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 Committee didn’t engage
with the wider workforce specifically in relation to the proposed Policy design.
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 114, 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.62,900
colleagues’ views than, for example, conducting individual workshops, with a small number of colleagues. That said, in a normal year, the Board takes
Strategic Report
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Corporate Governance
Rentokil Initial plc
Annual Report 2023
153
time to meet colleagues during site visits, undertake ‘ride-alongs’ with specialists and technicians, and attend management meetings. Examples of
activities that the Remuneration Committee has undertaken include a visit to North America, where the board met with the North American leadership
team, attended a demonstration of pest control services at a customer site and took a tour of our Des Plains Facility which houses our Ambius, Target
Specialty Products and Pest Control businesses, where the Committee had an opportunity to meet with colleagues from both businesses. The Chair of
the Committee and other female Committee members have presented at an International Women’s Day event and attended 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 achieved 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. This means, 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.
Consideration of cost-of-living challenges
As detailed on page 133, the Committee took into consideration how colleagues have been impacted by the cost-of-living challenges and how the
Company had responded to this.
Benchmark data
The Committee adopted a UK FTSE market benchmark given that many of the largest UK companies are global. The Committee considered how
best to reflect our significant presence in North America and, notwithstanding the different pay practices and levels there, that the broad-based
FTSE was suitable given that many UK-based companies have operations in the US. In addition the Company’s Executive Directors are based in
the UK.
The Committee used the market data as a reference point for the overall sizing of the proposed packages given the significant changes in the
business and the associated demands upon its leadership as a consequence. The framework remains unchanged; it aims to deliver the fixed
element of remuneration around market median and provide the opportunity to achieve up to the upper quartile for outstanding performance.
This ensures that remuneration is weighted to performance and is variable.
When the Committee started the review in July 2023, the benchmark used was the FTSE 15 – 50, excluding financial services. Given the shareholder
experience in the second half of 2023, it was felt appropriate to revise the market benchmark downwards accordingly. Therefore, a lower market
benchmark was adopted of the FTSE 21 – 50, excluding financial services. While the share price has been volatile, in the round, this peer group is
felt to reflect our overall size and complexity having regard to the increased revenue and increased scope of the Company’s international activities.
The Committee felt that setting the total opportunity above the median is appropriate for our CEO as it recognises his high level of experience,
with more than 10 years in position, and his delivery of superior returns for all our stakeholders during his tenure. Over the review period, various
institutional investor guidelines have been updated to recognised that it may be appropriate to include global (i.e. the US) based companies within
benchmark data. The Committee consciously decided not to do this and, consequently, the data used includes an element of conservatism.
The graphs below show how the CEO and CFO compared to the benchmarks selected.
Proposed
Current
Proposed
Current
Proposed
Current
1,250,000
1,200,000
1,150,000
1,100,000
1,050,000
1,000,000
950,000
900,000
850,000
800,000
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
Base salary
Lower quartile
Fixed
Bonus
LTI
Median
Upper quartile
9,000,000
8,000,000
7,000,000
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
CEO
Base
Target
Maximum
Proposed
Current
Proposed
Current
Proposed
Current
800,000
700,000
600,000
500,000
400,000
3,000,000
2,500,000
2,000,000
1,150,000
1,000,000
500,000
0
Base salary
Lower quartile
Fixed
Bonus
LTI
Median
Upper quartile
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
CFO
Base
Target
Maximum
Proposed 2024 Directors’ Remuneration Policy
continued
154
Rentokil Initial plc
Annual Report 2023
Wider workforce remuneration policy
During 2023, the Company had approximately 62,900 colleagues based in 90 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.
The Company structures colleagues’ reward to enable it to recruit and retain the right people, doing the right job for its customers. The following
summary provides additional context but does not formally form part of the Policy and may change from time to time.
The Remuneration Committee monitors and reviews the effectiveness of the senior remuneration policy and has regard to its impact and
compatibility with remuneration policies in the wider workforce.
The principles that the Company follows include:
• competitive: setting pay with reference to internal relativity and external market practices;
• simple: helping all employees to understand how they are rewarded;
• fair: achieving consistent outcomes through flexible and transparent policies; and
• sustainable: aligning reward to business strategy and performance.
The table below compares the typical wider workforce policy with the proposed 2024 Directors’ Remuneration Policy.
Wider workforce policy
Comparison with 2024 Directors’ Remuneration Policy
Base salary
Salaries are set taking into account:
• scope and responsibilities of the role;
• individual skills and experience;
• pay conditions for other colleagues based in the country; and
• comparable salaries in companies of a similar size and complexity.
Salaries are reviewed on an annual basis and budgets are typically
set at a country level, taking into account local differences.
Annual salary budgets are set taking into account affordability,
economic data including price inflation and unemployment, and
market practices.
No difference.
Benefits
Benefits are determined at a country level and are aligned with
typical market practice in that country.
Eligibility to benefits differs by work level.
No difference.
Pension
Pension benefits are provided in countries where this is a typical
market practice. The level of benefit typically differs by work level.
Executive Directors’ pensions are in line with the wider
workforce for the country they are based in.
Annual bonus
The management team across the Group are eligible to participate in
an annual bonus scheme.
The scheme has a company and personal element. Payout under the
company element is determined by performance against financial
targets such as revenue, profit, and cash. Targets are tailored to the
area of business responsibility for the management team, rather than
based on Group-level outcomes.
An individual modifier, based on personal performance, is applied to
the bonus outcome under the financial element.
Bonus opportunities are differentiated by work level, but are
consistent across all countries in the Group at each level.
Frontline employees in sales and service are eligible to participate in
monthly or quarterly incentives and/or commission schemes.
The Company element and the Group targets work in
broadly the same way as the management scheme.
The personal element is measured in the same way
as the wider workforce, but is calculated as part of the
bonus rather than as a modifier. This change was made
to align Executive Director bonus design with market
practice, following feedback from shareholders about
the complexity of the modifier arrangement.
The modifier arrangement was retained for the wider
management scheme as it is well understood within the
Company, and making changes to the bonus scheme at
this time was not felt to be optimal. However, it may be
relooked at as part of a broader review in the future.
PSP
The management team across the Group are eligible to participate
in the Company’s PSP. Executive Directors’ awards are identical,
but are also subject to a two-year holding period.
Eligibility is determined by work level and award levels differentiated
by grade. Awards are based on a percentage of salary and are
subject to the achievement of performance conditions over the
three-year performance period.
For North American colleagues only, the Company operates
a Restricted Share Plan, that was implemented to support the
integration of Terminix.
No difference to how the PSP award operate,
Executive Directors are subject to an additional
two-year holding period.
In conclusion
As shown above, we have listened carefully to the feedback received from our shareholders. We have actioned many of the changes proposed and believe
that this proposal offers an approach that recognises the increase in size and complexity of the Company following the Terminix acquisition and rewards our
Executive Directors appropriately, while ensuring that they remain incentivised to outperform, due to the proportion of the package weighted to incentives.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
155
Proposed 2024 Directors’ Remuneration Policy
continued
This part of the Remuneration Report sets out the proposed 2024 Directors’ Remuneration Policy and has been developed taking into account the
UK Corporate Governance Code and the views of the Company’s major shareholders.
The Policy will be put to a binding shareholder vote at the 2024 AGM, to be held on 8 May 2024 and, subject to shareholder approval, will take
formal effect from the conclusion of the AGM. The proposed Policy is broadly consistent with the current Directors’ Remuneration Policy which was
approved by shareholders at the 2021 AGM. Key areas of difference between the current and proposed policies are set out in the table on pages 152
and 153. The current Directors’ Remuneration Policy is available to view on the Company’s website at rentokil-initial.com/ investors/governance.
The information provided in this section of the Remuneration Report is not subject to audit.
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:
• scope and responsibilities of the role;
• external economic environment;
• individual skills and experience;
• contribution to overall business performance;
• 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
• 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. The maximum salary level is determined by the Remuneration
Committee taking into account these factors.
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:
• 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;
• 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 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
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. Should an Executive Director be appointed in a country other than the
UK, a maximum contribution appropriate to that market would be considered.
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 and the benefits provided may be reviewed from time to time. All benefits are non-pensionable.
The main benefits for Executive Directors are currently:
• life assurance;
• car or car allowance;
• family healthcare;
• permanent health insurance; and
• 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.
156
Rentokil Initial plc
Annual Report 2023
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 50% 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 10th anniversary of the award being made, although awards may be structured in other ways. If nil-cost
options remain exercisable at the 10th 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 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 225% 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 measures and period 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.
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.
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 10th anniversary of the award being made. If nil-cost
options remain exercisable at the 10th 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’s 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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
157
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:
• relative TSR performance;
• Organic Revenue Growth;
• Adjusted Free Cash Flow conversion; and
• 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.
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 payout
Chief Executive: 400% of salary; Chief Financial Officer and other Executive Directors: 300% of salary. To be achieved
within five years of appointment or other significant event.
Performance measures
and period
Not applicable.
The charts opposite provide an illustration of what could be
received by each of the Executive Directors in 2024, 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 2024 for the
bonus and in the three-year period to 2027 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, which includes base
salary, pension and benefits. The amounts are based on the proposed
new salary levels from 1 July 2024 and assume a full year at this level.
Annual bonus including Deferred Bonus Plan (DBP)
Represents the potential value of the annual bonus for 2024, as shown
on page 150. 50% 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 2024
(375% of salary for the CEO and 300% of salary for the CFO), which
would vest in 2027 subject to performance against the targets
disclosed on page 151. 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
£1,090,338
Threshold
£2,073,138
Target
£4,210,338
Maximum
£7,330,338
53%
37%
26%
28%
46%
15%
32%
53%
100%
10%
£0m
£2.0m
£4.0m
£6.0m
£10.0m
£8.0m
Chief Financial Officer – Stuart Ingall-Tombs
Fixed
£652,259
Threshold
£1,157,084
Target
£2,319,134
Maximum
£3,986,009
56%
33%
28% 31%
41%
16%
36%
48%
100%
11%
£0m
£2.0m
£4.0m
£6.0m
£10.0m
£8.0m
Illustration of proposed Directors’ Remuneration Policy for 2024
Proposed 2024 Directors’ Remuneration Policy
continued
158
Rentokil Initial plc
Annual Report 2023
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 material misstatement of the Company’s audited results for the
current year or prior years;
• 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;
• 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;
• in the case of Malus only, actions which result in serious reputational
damage or corporate failure affecting any part of the Group; or
• in the case of malus only, 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.
In addition, a separate clawback policy applies as required to comply
with SEC regulations in the US.
The Committee reserves the right to amend the various malus and
clawback provisions from time to time where it considers that to be
appropriate and in line with wider practice elsewhere.
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):
• the level and type of remuneration opportunity being forfeited;
• the jurisdiction the candidate was recruited from and whether any
relocation is required;
• the skills, experience, and calibre of the individual;
• the circumstances of the individual; and
• 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 156 to 158.
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 outlined on page 150.
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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
159
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.
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.
Chair of the Board and Non-Executive
Directors
Fees
Approach
Non-Executive Directors’ remuneration is determined by the Board on
the recommendation of the Non-Executive Directors’ Terms Committee
of the Board (comprising the Chair of the Board, the Chief Executive,
and the Chief Financial Officer) within the limits set by the Articles of
Association. Non-Executive Directors’ fees are set at a level which
is considered appropriate for the calibre of individual required to
support the delivery of business strategy and taking into account skills,
experience, time commitment, and independent surveys of fees paid
to Non-Executive Directors of similar companies.
Fees for the Chair of the Board are determined by the Board based on
external remuneration advice and considered by the Remuneration
Committee taking into account typical fee arrangements at other
companies of a similar size and complexity, the time commitment
required to fulfil the role, and the calibre of the individual required.
Fees are reviewed at appropriate intervals.
Details
Non-Executive Directors’ fees are payable in cash and currently consist
of a basic fee plus additional fees payable to:
• the Senior Independent Director; and
• the Board Committee Chairs.
Additional fees may be paid to Non-Executive Directors on an ongoing
or temporary basis if there is a change in their responsibilities or a
significant increase in the time commitment required from them to
fulfil their role or to remain competitive.
The fees for Non-Executive Directors, including the Chair of the Board,
shall not exceed in aggregate £1,000,000 per annum or such higher
amount as the Company may from time to time by special resolution
determine, as set out in the Company’s Articles of Association.
Proposed 2024 Directors’ Remuneration Policy
continued
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Annual Report 2023
Other items
No element of Non-Executive Director remuneration is
performance-related.
The Chair of the Board and the Non-Executive Directors do not
participate in any of the Company’s incentive schemes, nor are they
eligible to join the Company’s pension scheme.
The Non-Executive Directors do not currently receive any other
benefits. However, benefits may be provided in the future if, in the view
of the Non-Executive Directors’ Terms Committee (for Non-Executive
Directors or the Remuneration Committee for the Chair of the Board),
this was considered appropriate. Non-Executive Directors who are
based outside the UK may be provided with support in relation to their
tax reporting.
Letters of appointment
Non-Executive Directors
The Non-Executive Directors are each appointed by a letter of
appointment and either party may terminate the appointment on three
months’ written notice. The Non-Executive Directors are subject to
annual re-election at the AGM and are generally not expected to serve
for a period exceeding nine years. See pages 99 to 101 for details of
their appointment dates.
Chair of the Board
The Chair of the Board has a letter of appointment setting out his
responsibilities for the management of the Board. The Chairman’s
contract may be terminated by either party on six months’ notice,
notwithstanding a requirement for annual re-election at the AGM.
Copies of the Chair of the Board and Non-Executive Directors’ letters
of appointment are available for inspection by shareholders at the
Company’s registered office.
Remuneration Policy – 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 decides 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.
Legacy arrangements
The Remuneration Committee reserves the right to make any
remuneration payments and payments for loss of office (including
exercising any discretions available to it in connection with such
payments), notwithstanding that they are not in line with the Policy
set out above, where the terms of the payment were agreed:
• before the date the Company’s first Directors’ Remuneration Policy
approved by shareholders in accordance with section 439A of the
Companies Act 2006 came into effect;
• before the Directors’ Remuneration Policy set out above came into
effect, provided that the terms of the payment were consistent with
the shareholder-approved Directors’ Remuneration Policy in force at
the time they were agreed; or
• at a time when the relevant individual was not a Director of the
Company and, in the opinion of the Remuneration Committee,
the payment was not in consideration for the individual becoming
a Director of the Company. For these purposes, ‘payments’ includes
the Remuneration Committee satisfying awards of variable
remuneration and, in relation to an award over shares, the terms
of the payment are ‘agreed’ at the time the award is granted. The
Remuneration Committee may make minor amendments to the
Directors’ Remuneration Policy (for regulatory, exchange control, tax or
administrative purposes, or to take account of a change in legislation)
without obtaining shareholder approval for that amendment.
UK Corporate Governance Code provisions
As part of the review of the Policy and approving the Directors
Remuneration Report, the Remuneration Committee has addressed the
factors set out in Provision 40 of the UK Corporate Governance Code as
set out below:
Clarity
– When considering and structuring any element of
remuneration, the Remuneration Committee aimed to be as
straightforward and transparent as possible. It also looked to ensure
that the remuneration vehicles used were clear and understandable
and the targets, outcomes and any other decisions are able to be
communicated in an open and detailed way. In addition, 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 consideration given to
shareholder experience when assessing the incentive outcomes for
2023 (see pages 142 and 144).
Simplicity
– When determining the structure and mechanisms of
remuneration packages, consideration was given to ensuring that
complexity was avoided and that both our colleagues and our
shareholders would be able to easily understand the rationale for
and the operation of any incentive.
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 135). Risk is also considered in
the context of the Group’s wider risks (see Risks and Uncertainties on
pages 87 to 93).
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.
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.
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
page 5. Our colleagues are integral to our business model as set out
on pages 14 to 15 and pages 69 to 70 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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
161
Independent Auditors’ Report
to the members of Rentokil Initial plc
Report on the audit of the financial statements
Opinion
In our opinion:
• 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 2023 and of the Group’s profit and the Group’s cash
flows for the year then ended;
• 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;
• 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
• 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 2023; 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 Material accounting policies and the Related Undertakings.
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 Material 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
• We performed full scope audits at six 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 three components in
North America and Europe (including LATAM).
• The territories where we conducted audit procedures, together
with work performed at corporate functions and at the Group level,
accounted for approximately: 72% of the Group’s revenue and 71% of
the Group’s Adjusted Profit before Tax. One full scope component
in the US and the full scope component in France comprise sub
consolidations; in calculating these coverage levels we have taken
100% coverage from the full scope audits performed in these locations.
• 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
• Carrying value of goodwill (Group)
• Valuation of termite damage claims provision (Group)
• Carrying value of investments (Parent Company)
Materiality
• Overall Group materiality: £38.0m (2022: £26.0m) based on 5% of the
Group’s Adjusted Profit before Tax.
• Overall Parent Company materiality: £79.0m (2022: £80.8m) based on
1% of total assets.
• Performance materiality: £25.0m (2022: £19.5m) (Group) and £51.0m
(2022: £60.6m) (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, which was a key audit
matter last year, is no longer included because the acquisition of
Terminix completed in 2022 and there have been no changes to the
initial purchase accounting for the customer list and indefinite-lived
brand intangible assets in 2023. Otherwise, the key audit matters below
are consistent with last year.
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Annual Report 2023
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 £5,016m of goodwill at 31 December 2023
(2022: £5,100m).
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 value-in-use is dependent on estimates of future cash flows of the
underlying CGUs which inherently involves management estimation
and there is a risk that if the Group does not achieve these cash flow
estimates it could give rise to impairment charges. The estimates
principally relate to the revenue growth rate, operating profit margin,
discount rate and long-term growth rate. 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 £3m in
2023 (2022: £22m). The charge has been excluded from the Group’s
adjusted performance measures consistent with the Group’s policy.
Management prepared value-in-use impairment models for all CGUs
with goodwill in excess of £5m at 31 December 2023. 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 modelled the break even point for revenue growth in the final
year of the models, terminal operating profit margin and discount
rate assumptions. We assessed management’s historical accuracy
of budgeting and forecasting at the Group level. 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 eight 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.
For the eight CGUs, we used our in-house valuation experts to
challenge the discount rates used by management. At the CGU level,
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 business cases for those
entities that were acquired in the past two years. We performed
additional sensitivities 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 CGU. Management has
undertaken a fair value less costs of disposal exercise with the support
of two third party valuation specialists and using internal valuation
benchmarks. We have reviewed the third party valuation reports
and held discussions with one of the third parties. We recalculated
the average multiple historically paid by Rentokil. We challenged
management on the consistency of the valuations derived as well
as management’s estimate of the costs of disposal.
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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
163
Independent Auditors’ Report
continued
Key audit matter
How our audit addressed the key audit matter
Valuation of termite damage claims provision (Group)
Refer to the Audit Committee Report and Note A6 in the financial
statements.
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 a termite infestation occurs, resulting in damage
to a property under a termite contract. An additional provision is
recognised for all new customers taken on since the acquisition date.
Given the quantum of the provision for new customers our audit
procedures focused on the provision for customers existing at the
acquisition date.
The provision amounted to £260m at 31 December 2023 and £321m
at 31 December 2022 after a retrospective adjustment to increase
the acquired provision by £18m to reflect measurement period
adjustments relating to the Terminix acquisition in accordance
with IFRS 3.
The valuation of the termite damage claims provision requires
significant management estimation as it is dependent on a number
of significant assumptions including the volume and value of future
claims, customer churn rate and discount rate.
We obtained management’s valuation model and tested the
mathematical integrity. We evaluated the appropriateness of the
methodology used in the valuation model and utilised our in-house
valuation experts to challenge the discount rate.
We challenged whether the retrospective adjustment to the provision
was in line with the requirements of IFRS 3 including whether it
reflected new information obtained by management about the
facts and circumstances that existed as of the acquisition date and,
if known, would have affected the measurement of the amounts
recognised as of that date.
We tested the completeness and accuracy of the number of customers
included in the provision and the historical data that is used to
estimate the volume and value of future claims. We challenged
management on the appropriateness of the historical period over
which claim volume and value has been estimated. We performed
a number of sensitivities including assessing the impact of using
different historical periods to estimate the volume and value of
future claims.
We challenged management on the appropriateness of applying a
consistent customer churn rate as in the prior year and more broadly
challenged management on the consistency of assumptions used in
the current year versus the prior year. We performed a number
of sensitivities.
We assessed the appropriateness of management’s sensitivity
disclosures in Note A6 of the financial statements in relation to the
significant estimates and 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)
Refer to Note 4 of the Parent Company financial statements.
The Parent Company holds investments amounting to £4,438m at
31 December 2023 (2022: £4,415m).
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 judgement.
No impairment indicators were identified by management at the
reporting date and no impairment charge has been recorded in 2023.
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 2023, 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.
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Annual Report 2023
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 six 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 two financially significant components in the US
(part of the North America segment) and three material components in
the UK (part of the UK & Sub-Saharan Africa segment), Australia (part
of the Pacific segment) and the corporate component. The remaining
full scope component was included in Group audit scope to achieve
appropriate audit coverage. We also undertook specific audit
procedures on three components in North America and Europe
(including LATAM).
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 the termite damage claims provision, goodwill, acquisition
accounting and taxation. Taken together, the components and
corporate functions where we conducted audit procedures accounted
for 72% of the Group’s revenue and 71% of the Group’s Adjusted Profit
before Tax. One full scope component in the US and the full scope
component in 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 overall 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 and we challenged
management on how they considered the potential financial impacts of
the Group’s net zero commitment in their assessment. We considered
the principal risk to relate 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
£38.0m (2022: £26.0m).
£79.0m (2022: £80.8m).
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 clearer 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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
165
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 £5.5m to £35.6m.
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 65% (2022: 75%) of overall
materiality, amounting to £25.0m (2022: £19.5m) for the Group
financial statements and £51.0m (2022: £60.6m) 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 in
the middle of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above £2.0m (2022: £1.2m)
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:
• Evaluation of management’s base case and downside case scenarios,
understanding and evaluating the key assumptions;
• Validation that the cash flow forecasts used to support management’s
impairment, going concern and viability assessments were consistent;
• Assessment of the historical accuracy and reasonableness of
management’s forecasting;
• Consideration of the Group’s available financing and debt maturity
profile;
• Testing of the mathematical integrity of management’s liquidity
headroom, sensitivity and stress testing calculations; and
• 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 twelve months from when the financial statements are authorised
for issue.
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted,
this conclusion is not a guarantee as to the Group’s and the 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 and our auditors’ report
thereon. The Directors are responsible for the other information.
Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or,
except to the extent otherwise explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated. If we identify an
apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material
misstatement of the financial statements or a material misstatement
of the other information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report based on
these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also
considered whether the disclosures required by the UK Companies Act
2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit,
the information given in the Strategic Report and Directors’ Report for
the year ended 31 December 2023 is consistent with the financial
statements and has been prepared in accordance with applicable
legal requirements.
In light of the knowledge and understanding of the Group and 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 Parent Company’s
compliance with the provisions of the UK Corporate Governance Code
specified for our review. Our additional responsibilities with respect to
the corporate governance statement as other information are described
in the reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and
our knowledge obtained during the audit, and we have nothing
material to add or draw attention to in relation to:
• The Directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal
risks, what procedures are in place to identify emerging risks and
an explanation of how these are being managed or mitigated;
• The Directors’ statement in the financial statements about whether
they considered it appropriate to adopt the going concern basis of
accounting in preparing them, and their identification of any material
uncertainties to the Group’s and Parent Company’s ability to continue
to do so over a period of at least twelve months from the date of
approval of the financial statements;
• The Directors’ explanation as to their assessment of the Group’s and
Parent Company’s prospects, the period this assessment covers and
why the period is appropriate; and
• The Directors’ statement as to whether they have a reasonable
expectation that the Parent 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.
166
Rentokil Initial plc
Annual Report 2023
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:
• 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;
• The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems; and
• The section of the Annual Report describing the work of the
Audit Committee.
We have nothing to report in respect of our responsibility to report when
the Directors’ statement relating to the Parent 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:
• 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;
• Evaluation of the effectiveness of management’s controls designed to
prevent and detect irregularities;
• Identification and testing of significant journal entries;
• Assessment of matters reported on the Group’s whistleblowing
helpline and the results of management’s investigation of
such matters;
• Testing of assumptions and judgements made by management in
making significant accounting estimates; and
• 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 Parent 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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2023
167
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:
• we have not obtained all the information and explanations we require
for our audit; or
• 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
• certain disclosures of Directors’ remuneration specified by law are not
made; or
• 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 three years, covering the years ended 31 December 2021 to
31 December 2023.
Other matter
In due course, as required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rule 4.1.14R, these financial statements
will form part of the ESEF-prepared annual financial report filed on the
National Storage Mechanism of the Financial Conduct Authority in
accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’).
This auditors’ report provides no assurance over whether the annual
financial report will be prepared using the single electronic format
specified in the ESEF RTS.
Neil Grimes (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
7 March 2024
168
Rentokil Initial plc
Annual Report 2023
Financial Statements
170
 Consolidated Statement of Profit or Loss
and Other Comprehensive Income
171
 Consolidated Balance Sheet
172
 Consolidated Statement of Changes
in Equity
174
 Consolidated Cash Flow Statement
175
 Notes to the Consolidated Financial
Statements
214
 Related Undertakings
221
 Parent Company Balance Sheet
222
 Parent Company Statement of
Changes in Equity
223
 Notes to the Parent Company
Financial Statements
Rentokil Initial plc
Annual Report 2023
169
Strategic Report
Other Information
Financial Statements
Corporate Governance
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 31 December
Notes
2023
£m
2022
£m
2021
£m
Revenue
A1
 5,375 
 3,714 
 2,957 
Operating expenses
A7
(4,711
(3,373
(2,610
Net impairment losses on financial assets
(39
(24
 
 
Operating profit
A1
 625 
 317 
 347 
Finance income
 C9
 48 
 49 
 4 
Finance cost
C8
(189
(79
(34
Share of profit from associates net of tax
B6
 9 
 9 
 8 
Profit before income tax
 493 
 296 
 325 
Income tax expense
1
A12
(112
(64
(62
Profit for the year
 381 
 232 
 263 
Profit for the year attributable to:
Equity holders of the Company
 381 
 232 
 263 
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 
Items that may be reclassified subsequently to the income statement:
Net exchange adjustments offset in reserves
(352
(232
(18
Net gain/(loss) on net investment hedge
 109 
(68
 15 
Cost of hedging
 9 
(2
(1
Effective portion of changes in fair value of cash flow hedge 
 3 
(6
 13 
Tax related to items taken to other comprehensive income
A14
 6 
 11 
 2 
Other comprehensive income for the year
(225
(295
 12 
Total comprehensive income for the year
 156 
(63
 275 
Total comprehensive income for the year attributable to:
Equity holders of the Company
 156 
(63
 275 
Non-controlling interests
 
 
 
 
 
 
Earnings per share attributable to the Company's equity holders:
Basic
A2
 15.14
 11.57
 14.16
Diluted
A2
 15.07
 11.51
 14.10
All profit is from continuing operations.
1.
Taxation includes £106m (2022: £58m; 2021: £50m) in respect of overseas taxation.
170
Rentokil Initial plc
Annual Report 2023
Consolidated Balance Sheet
At 31 December
Notes
2023
£m
Retrospectively
adjusted
2022
1
£m
Assets
Non-current assets
Intangible assets
1
B2
 7,042 
 7,303 
Property, plant and equipment
B3
 499 
 495 
Right-of-use assets
1
B4
 452 
 449 
Investments in associated undertakings
1
B6
 44 
 63 
Other investments
C4
 21 
 23 
Deferred tax assets
A14
 43 
 43 
Contract costs
1
A1
 224 
 215 
Retirement benefit assets
A10
 3 
 3 
Trade and other receivables
A3
 45 
 90 
Derivative financial instruments
C6
 57 
 21 
 8,430 
 8,705 
Current assets
Other investments
C4
 1 
 1 
Inventories
A4
 207 
 200 
Trade and other receivables
1
A3
 880 
 830 
Current tax assets
 33 
 36 
Derivative financial instruments
C6
 14 
 
 
Cash and cash equivalents
C3
 1,562 
 2,170 
 2,697 
 3,237 
Liabilities
Current liabilities
Trade and other payables
1
A5
(1,144
(1,166
Current tax liabilities
(48
(60
Provisions for liabilities and charges
A6
(94
(133
Bank and other short-term borrowings
1
C2
(1,134
(1,345
Lease liabilities
B4
(127
(135
Derivative financial instruments
C6
(32
 
 
(2,579
(2,839
Net current assets
 118 
 398 
Non-current liabilities
Other payables
1
A5
(71
(90
Bank and other long-term borrowings
C2
(3,153
(3,574
Lease liabilities
1
B4
(318
(325
Deferred tax liabilities
1
A14
(517
(513
Retirement benefit obligations
A10
(28
(30
Provisions for liabilities and charges
1
A6
(357
(381
Derivative financial instruments
C6
(16
(92
(4,460
(5,005
Net assets
 4,088 
 4,098 
Equity
Capital and reserves attributable to the Company’s equity holders
Share capital
D2
 25 
 25 
Share premium
 14 
 9 
Other reserves
 532 
 763 
Retained earnings
 3,518 
 3,302 
 4,089 
 4,099 
Non-controlling interests
(1
(1
Total equity
 4,088 
 4,098 
1.
Goodwill, right-of-use assets, investments in associated undertakings, contract costs, accrued income, accruals, loans, long-term liabilities, lease liabilities, deferred tax liabilities,
and provisions have been retrospectively adjusted in 2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix acquisition
(see Note B1).
The Financial Statements on pages 170 to 220 were approved by the Board of Directors and were signed on its behalf by Andy Ransom and
Stuart Ingall-Tombs on 7 March 2024.
Andy Ransom
Stuart Ingall-Tombs
Chief Executive
Chief Financial Officer
Rentokil Initial plc
Annual Report 2023
171
Strategic Report
Other Information
Financial Statements
Corporate Governance
Consolidated Statement of Changes in Equity
For the year ended 31 December
Notes
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 2021
 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
D1
(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
D1
(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 
Adjustment on initial application of IFRS 17
 
 
 
 
 
 
(1
 
 
(1
Adjusted balance as at 1 January 2023
 25 
 9 
 763 
 3,301 
(1
 4,097 
Profit for the year
 
 
 
 
 
 
 381 
 
 
 381 
Other comprehensive income:
Net exchange adjustments offset in reserves
 
 
 
 
(352
 
 
 
 
(352
Net gain on net investment hedge
 
 
 
 
 109 
 
 
 
 
 109 
Net gain on cash flow hedge
1
 
 
 
 
 3 
 
 
 
 
 3 
Cost of hedging
 
 
 
 
 9 
 
 
 
 
 9 
Tax related to items taken directly to other comprehensive income
 
 
 
 
 
 
 6 
 
 
 6 
Total comprehensive income for the year
 
 
 
 
(231
 387 
 
 
 156 
Transactions with owners:
Gain on stock options
 
 
 5 
 
 
 
 
 
 
 5 
Dividends paid to equity shareholders
D1
 
 
 
 
 
 
(201
 
 
(201
Cost of equity-settled share-based payment plans
 
 
 
 
 
 
 27 
 
 
 27 
Movement in the carrying value of put options
 
 
 
 
 
 
 4 
 
 
 4 
At 31 December 2023
 25 
 14 
 532 
 3,518 
(1
 4,088 
1.
£3m net gain (2022 £6m net loss; 2021: £13m net gain) on cash flow hedge includes £28m loss (2022: £137m gain; 2021: £15m loss) from the effective portion of changes in fair value
offset by reclassification to the cost of acquisition of £nil (2022: £118m gain; 2021: £nil) and reclassification to the income statement of £31m loss (2022: £25m gain; 2021: £28m loss) due
to changes in foreign exchange rates.
Shares of £nil (2022: £nil; 2021: £nil) have been netted against retained earnings. This represents 13.0m (2022: 19.6m; 2021: 9.4m) shares held
by the Rentokil Initial Employee Share Trust, which is not consolidated. The market value of these shares at 31 December 2023 was £57m
(2022: £100m; 2021: £55m). Dividend income from, and voting rights on, the shares held by the Trust have been waived.
172
Rentokil Initial plc
Annual Report 2023
Analysis of other reserves
Capital
Merger
Cash flow
reduction
relief
Legal
hedge
Translation
Cost of
reserve
reserve
reserve
reserve
reserve
hedging
Total
£m
£m
£m
£m
£m
£m
£m
At 1 January 2021
(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 other 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 other 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 
Net exchange adjustments offset in reserves
 
 
 
 
 
 
 
 
(352
 
 
(352
Net loss on net investment hedge
 
 
 
 
 
 
 
 
 109 
 
 
 109 
Net gain on cash flow hedge
1
 
 
 
 
 
 
 3 
 
 
 
 
 3 
Cost of hedging
 
 
 
 
 
 
 
 
 
 
 9 
 9 
Total other comprehensive income for the year
 
 
 
 
 
 
 3 
(243
 9 
(231
At 31 December 2023
(1,723
 2,998 
 
 
 6 
(754
 5 
 532 
1.
£3m net gain (2022 £6m net loss; 2021: £13m net gain) on cash flow hedge includes £28m loss (2022: £137m gain; 2021: £15m loss) from the effective portion of changes in fair value
offset by reclassification to the cost of acquisition of £nil (2022: £118m gain; 2021: £nil) and reclassification to the income statement of £31m loss (2022: £25m gain; 2021: £28m loss)
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. Accordingly, the balance
of £10m was 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 2023
173
Strategic Report
Other Information
Financial Statements
Corporate Governance
Consolidated Cash Flow Statement
For the year ended 31 December
Notes
2023
£m
2022
£m
2021
£m
Cash flows from operating activities¹
Operating profit
625
317
347
Adjustments for:
– Depreciation and impairment of property, plant and equipment
154
148
128
– Depreciation and impairment of leased assets
120
106
78
– Amortisation and impairment of intangible assets (excluding computer software)
175
118
74
– Amortisation and impairment of computer software
26
22
17
– Other non-cash items
26
8
6
Changes in working capital (excluding the effects of acquisitions and exchange differences
on consolidation):
– Inventories
(15)
(4)
(3)
– Contract costs
(19)
(10)
(5)
– Trade and other receivables
(29)
5
59
– Trade and other payables and provisions
(60)
6
(32)
Interest received
25
13
5
Interest paid
2
(191)
(52)
(42)
Income tax paid
A13
(100)
(77)
(69)
Net cash flows from operating activities
737
600
563
Cash flows from investing activities
Purchase of property, plant and equipment
(167)
(153)
(128)
Purchase of intangible assets
(44)
(37)
(32)
Proceeds from sale of property, plant and equipment
14
5
7
Acquisition of companies and businesses, net of cash acquired
B1
(242)
(1,018)
(463)
Disposal of companies and businesses
1
Disposal of investment in associate
B6
19
Dividends received from associates
B6
4
4
4
Net change to cash flow from investment in term deposits
1
171
Net cash flows from investing activities
(416)
(1,197)
(441)
Cash flows from financing activities
Dividends paid to equity shareholders
D1
(201)
(122)
(139)
Acquisition of shares from non-controlling interest
(9)
Capital element of lease payments
(157)
(104)
(88)
Cost of issuing new shares
(16)
Cash (outflow)/inflow on settlement of debt-related foreign exchange forward contracts
(3)
26
(19)
Proceeds from new debt
2,383
5
Debt repayments
(844)
(167)
Net cash flows from financing activities
(361)
1,323
(417)
Net (decrease)/increase in cash and cash equivalents
(40)
726
(295)
Cash and cash equivalents at beginning of year
879
242
551
Exchange losses on cash and cash equivalents
(7)
(89)
(14)
Cash and cash equivalents at end of the financial year
C3
832
879
242
1.
Cash flows from operating activities has been revised in 2023 to show a reconciliation from operating profit to net cash flows from operating activities – part of this reconciliation was
previously shown in a separate table in the notes to the financial statements.
2. Interest paid includes the interest element of lease payments of £25m (2022: £10m; 2021: £6m).
174
Rentokil Initial plc
Annual Report 2023
Notes to the Consolidated Financial Statements
Material 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.
Climate change
The Group has engaged in a detailed review of expected climate
change impacts on the business and its assets and liabilities, to
establish any adjustments required and what disclosure is necessary
in the Consolidated Financial Statements for 2023 under a 1.5-2.0°C
pathway. The explanation below of how this has been included in the
Consolidated Financial Statements should be read in conjunction
with the climate change evaluation and risk assessment on page 77.
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 target 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 and Board on 27 February 2024.
Overall the conclusion of the review was that, while there will
undoubtedly be impacts on the Group, the highly disaggregated
nature of the operations significantly reduces the risk profile of the
Group 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 as disclosed on page 79 of this
report. Societal and legislative impacts are not felt 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 felt to be
significant, though 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 give extra comfort on the
valuations. Management review has concluded that this is the only
area that has judgement and potential for material impact, though we
conclude that none are necessary, and that no further disclosures are
needed beyond this note.
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 Consolidated Financial Statements.
Additionally, the Directors have assessed severe but plausible
downside scenarios. The downside scenarios include i) a revenue
decline of 20% against base budget for six months; ii) a 20% revenue
decline for 12 months; and iii) a one-off loss 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. Starting with
approximately £1.6bn of headroom at December 2023, none of the
scenarios required additional external funding above and beyond
existing committed facilities, and in the most severe downside
scenario, a combination of a 20% revenue decline for 12 months
and a one-off loss in the form of a cash loss of £200m, the minimum
headroom modelled was c.£1bn before the inclusion of mitigating
actions, such as cost savings, adjusting the level of M&A activity,
and/or dividends paid, which are all within the Group’s control and
were used during the COVID-19 pandemic.
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 Consolidated 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 2023
175
Strategic Report
Other Information
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
176
Annual Report 2023
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
During 2023, Ghana, a country in which the Group has operated for
many years, was designated as hyperinflationary. The Group also
has operations in Argentina, Lebanon, and Turkey, which remain
hyperinflationary in 2023.
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 2023
Index at 31 December 2023
Argentina
1,134.59
3,533.19
Ghana
162.80
200.50
Lebanon
2,045.46
5,978.13
Turkey
1,128.45
1,859.38
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.
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
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 or loss
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 Consolidated 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):
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
177
Annual Report 2023
(a) Termite damage claim provisions
With the acquisition of Terminix in October 2022, the Group assumed
a liability for termite damage claims, based on termite customers
existing at the acquisition date, for which a provision has been
estimated. The cash outflow arises when a termite infestation occurs,
resulting in damage to a property under a termite contract, that is
subsequently remediated by the Group. 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.
Starting from the acquisition date, an additional provision is
recognised for all new termite customers upon commencement
of their contract, based on the 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.
Significant accounting judgements
Judgements made in applying accounting policies that have the most
significant effects on the amounts recognised in the Consolidated
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. At acquisition, the Terminix brand
was valued at £1,292m, which based on a typical 15-year life would
result in an annual amortisation charge of £86m.
Other accounting estimates
The Consolidated Financial Statements include other areas of
accounting estimates that do not meet the definition of significant
accounting estimates or accounting judgements under IAS 1.
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:
• Revenue growth rate
• Operating profit margin
• Discount rate
• 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) 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.
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
Consolidated Financial Statements are the same as those applied in
the Group’s Consolidated Financial Statements for the year ended
31 December 2022.
The Group has adopted the following new standards and amendments
to standards, including any consequential amendments to other
standards, with effect from 1 January 2023:
• introduction of IFRS 17 Insurance contracts (for non-issuers);
• amendments to IAS 8 Definition of accounting estimates;
• amendments to IAS 1 Disclosure of accounting policies; and
• amendments to IAS 12 Deferred tax.
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 2022.
Certain new accounting standards, amendments to accounting
standards and interpretations have been published that are not
mandatory for 31 December 2023 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
Group in the current or future reporting periods and on foreseeable
future transactions.
Retrospective adjustments to prior year comparatives
In accordance with the requirements of IFRS 3 Business Combinations,
2022 comparative information has been retrospectively adjusted to
show the effect of measurement period adjustments arising on the
Terminix acquisition during 2023. Further details can be found in note
B1 on page 195.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
178
Annual Report 2023
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 segment 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.
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.
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.
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.
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.
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.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
179
Annual Report 2023
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. Those 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.
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 £224m (2022 retrospectively adjusted: £215m; 2021: £75m).
The amount of amortisation recognised in the period was £121m (2022: £39m; 2021: £30m) and impairment losses were £nil (2022: £nil; 2021: £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 assets and accrued income
Contract assets relate to the Group’s right to consideration for performance obligations satisfied, but where further performance obligations need
to be satisfied before the customer can be invoiced. Accrued income is recognised where all performance obligations have been satisfied but the
customer has yet to be invoiced. A receivable is recognised when all rights to consideration become unconditional, which usually occurs when
the Group issues an invoice to the customer. All opening balances have been invoiced during the year.
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 180. 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.
The LATAM region is combined with Europe in the Group’s segment reporting. It is the Group’s smallest region and not considered reportable
under the quantitative thresholds in IFRS 8. It is combined with Europe as they are similar with respect to economic characteristics, the nature of
services provided, the type of customers, methods used to provide services, and language and cultural similarities.
Disaggregated revenue under IFRS 15 is the same as the segmental analysis below. Restructuring costs, one-off and adjusting items, amortisation
and impairment of intangible assets (excluding computer software), 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.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
180
Annual Report 2023
Revenue and Profit
   
       
Operating
Operating
Operating
 
Revenue
Revenue¹
Revenue¹
profit
profit¹
profit¹
 
2023
2022
2021
2023
2022
2021
 
£m
£m
£m
£m
£m
£m
North America
2
           
Pest Control
3,201
1,746
1,149
599
297
187
Hygiene & Wellbeing
105
103
142
18
18
29
 
3,306
1,849
1,291
617
315
216
Europe (incl. LATAM)
           
Pest Control
516
427
350
124
103
92
Hygiene & Wellbeing
344
322
316
52
53
54
France Workwear
221
192
166
39
31
17
 
1,081
941
832
215
187
163
UK & Sub-Saharan Africa
           
Pest Control¹
195
182
171
51
47
45
Hygiene & Wellbeing
195
183
183
43
48
49
 
390
365
354
94
95
94
Asia & MENAT
           
Pest Control
250
231
187
34
34
25
Hygiene & Wellbeing
89
90
84
11
11
11
 
339
321
271
45
45
36
Pacific
           
Pest Control
124
104
90
22
16
14
Hygiene & Wellbeing
125
123
107
33
32
25
 
249
227
197
55
48
39
Central and regional overheads¹
10
11
12
(121)
(107)
(96)
Restructuring costs
(7)
(12)
(10)
Revenue and Adjusted Operating Profit
5,375
3,714
2,957
898
571
442
One-off and adjusting items
     
(98)
(136)
(21)
Amortisation and impairment of intangible assets
3
     
(175)
(118)
(74)
Operating Profit
     
625
317
347
1.
Central and regional overheads revenue relates to the wholesale of metalwork and consumables, including hygiene and pest control products. It is managed centrally rather than in any
region. During 2023, internal management reporting structures changed and revenue and profit have been represented for 2022 and 2021 under the new structure. As a result of this
change, revenue of £5m and operating profit of £1m was moved from UK & Sub-Saharan Africa – Pest Control to central and regional overheads for each year.
2. During 2023 there were impairment losses recognised in North America related to ROU assets of £nil (2022: £17m; 2021: £nil) and related to property, plant and equipment of £nil
(2022: £8m; 2021: £nil).
3. Excluding computer software which is included in our segment operating profit measure.
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:
   
       
Operating
Operating
Operating
 
Revenue
Revenue¹
Revenue¹
profit
profit¹
profit¹
 
2023
2022
2021
2023
2022
2021
 
£m
£m
£m
£m
£m
£m
Pest Control¹
4,286
2,690
1,947
830
497
363
Hygiene & Wellbeing
858
821
832
157
162
168
France Workwear
221
192
166
39
31
17
Total business segments
5,365
3,703
2,945
1,026
690
548
Central and regional overheads¹
10
11
12
(121)
(107)
(96)
Restructuring costs
(7)
(12)
(10)
Revenue and Adjusted Operating Profit
5,375
3,714
2,957
898
571
442
One-off and adjusting items
     
(98)
(136)
(21)
Amortisation and impairment of intangible assets
2
     
(175)
(118)
(74)
Operating Profit
     
625
317
347
1.
Central and regional overheads revenue relates to the wholesale of metalwork and consumables, including hygiene and pest control products. It is managed centrally rather than in any
region. During 2023, internal management reporting structures changed and revenue and profit have been represented for 2022 and 2021 under the new structure. As a result of this
change, revenue of £5m and operating profit of £1m was moved from UK & Sub-Saharan Africa – Pest Control to central and regional overheads for each year.
2. Excluding computer software which is included in our segment operating profit measure.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
181
Annual Report 2023
Revenue from external customers attributed to the UK amounted to £322m (2022: £296m; 2021: £292m), with overseas countries accounting
for the balance of £5,053m (2022: £3,418m; 2021: £2,665m). In 2023 the only country accounting for more than 10% of revenue from external
customers was the US, totalling £3,220m (2022: £1,786m; 2021: £1,240m).
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.
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:
   
   
Non-current
 
Non-current
 
Non-current
 
Revenue
assets
1
Revenue
assets
1
Revenue
assets
1
 
2023
2023
2022
2022
2021
2021
 
£m
£m
£m
£m
£m
£m
UK
322 
241 
296 
192 
292 
180 
USA
3,220 
6,734 
1,786 
7,045 
1,240 
1,768 
France
380 
282 
338 
268 
306 
234 
Australia
181 
165 
166 
132 
149 
120 
India
59 
80 
58 
83 
54 
81 
Spain
72 
77 
56 
76 
46 
42 
Other countries
1,141
683 
1,014 
688 
870 
454 
Total
5,375 
8,262 
3,714 
8,484 
2,957 
2,879 
1.
Non-current assets include intangible assets, property, plant and equipment, right-of-use assets, contract cost assets, and non-current other receivables.
2. Non-current assets have been retrospectively adjusted in 2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix acquisition
amounting to £12m (see Note B1).
Analysis of revenue by type
   
 
Revenue
Revenue
Revenue
 
2023
2022
2021
 
£m
£m
£m
Recognised over time
     
Contract service revenue
3,838
2,610
2,009
Recognised at a point in time
     
Job work
1,104
724
641
Sales of goods
433
380
307
Total
5,375
3,714
2,957
Other segment items included in the consolidated income statement are as follows:
   
 
Amortisation and
Amortisation and
Amortisation and
 
impairment of
impairment of
impairment of
 
intangibles
1
intangibles
1
intangibles
1
 
2023
2022
2021
 
£m
£m
£m
North America
118
59
34
Europe (incl. LATAM)
24
29
14
UK & Sub-Saharan Africa
8
9
Asia & MENAT
11
20
7
Pacific
6
4
4
Central and regional
8
6
6
Total
175
118
74
Tax effect
(44)
(25)
(18)
Total after tax effect
131
93
56
1.
Excluding computer software.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
182
Annual Report 2023
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.
For the calculation of diluted earnings per share, 18,422 share options were anti-dilutive and not included in the calculation of the dilutive effect
as at 31 December 2023 (31 December 2022: 1,290,294; 31 December 2021: nil).
Details of the calculation of earnings per share are set out below:
 
2023
2022
2021
 
£m
£m
£m
Profit attributable to equity holders of the Company
 381 
 232 
 263 
Weighted average number of ordinary shares in issue (million)
 2,516 
 2,002 
 1,858 
Adjustment for potentially dilutive shares (million)
 11 
 12 
 8 
Weighted average number of ordinary shares for diluted earnings per share (million)
 2,527 
 2,014 
 1,866 
Basic earnings per share
 15.14p 
11.57p
14.16p
Diluted earnings per share
 15.07p 
11.51p
14.10p
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 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 and are used to calculate the provision for impairment of trade receivables.
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.
Loss allowances are also calculated on other financial assets, although the amounts are generally not significant and the asset is recognised net
of the allowance.
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.
2023
£m
Retrospectively
adjusted
2022
1
£m
Trade receivables
 692 
 692 
Less: provision for impairment of trade receivables
(70) 
(70) 
Trade receivables – net
 622 
 622 
Other receivables
2
 113 
 110 
Prepayments
 68 
 79 
Accrued income
1
 118 
 109 
Contract assets
 4 
 – 
 
Total
 925 
 920 
Analysed as follows:
Non-current
 45 
 90 
Current
 880 
 830 
Total
 925 
 920 
1.
Accrued income has been retrospectively adjusted in 2022 by a decrease of £2m, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix
acquisition (see Note B1).
2. Other receivables are stated net of loss allowance of £nil (2022: £nil).
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
183
Annual Report 2023
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:
2023
2022
£m
£m
At 1 January
 70 
 50 
Exchange differences
(4) 
 – 
 
Additional provision
 48 
 30 
Receivables written off as uncollectable
(38) 
(27) 
Unused amounts reversed
(8) 
(5) 
Acquisition of companies and businesses
 2 
 22 
At 31 December
 70 
 70 
The ageing of trade receivables and provision for impairment is as follows:
Trade
Provision for
Trade
Provision for
receivables
impairment
receivables
impairment
2023
2023
2022
2022
£m
£m
£m
£m
Not due
 286 
(3) 
 290 
(4) 
Overdue by less than 1 month
 158 
(3) 
 155 
(4) 
Overdue by between 1 and 3 months
 111 
(5) 
 117 
(6) 
Overdue by between 3 and 6 months
 56 
(9) 
 55 
(8) 
Overdue by between 6 and 12 months
 36 
(15) 
 38 
(18) 
Overdue by more than 12 months
 45 
(35) 
 37 
(30) 
At 31 December
 692 
(70) 
 692 
(70) 
The carrying amounts of the Group’s trade receivables are denominated in the following currencies:
2023
2022
£m
£m
Pound sterling
 51 
 48 
Euro
 161 
 159 
US dollar
 291 
 301 
Other currencies
 189 
 184 
Carrying value
 692 
 692 
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.
2023
2022
£m
£m
Raw materials
 15 
 15 
Work in progress
 3 
 2 
Finished goods
 189 
 183 
 207 
 200 
An inventory impairment charge of £3m was recognised in 2023 (2022: £3m). Inventory recognised as an expense during the period was £385m
(2022: £280m). Reversals of inventory write-downs during the period were £nil (2022: £nil).
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
184
Annual Report 2023
A5. Trade and other payables
2023
£m
Retrospectively
adjusted
2022
1
£m
Trade payables
 357 
 351 
Social security and other taxes
 95 
 88 
Other payables
1
 94 
 126 
Accruals
1
 322 
 341 
Contract liabilities
2
 254 
 259 
Deferred consideration
 17 
 21 
Contingent consideration
3
 76 
 70 
Total
1
 1,215 
 1,256 
Analysed as follows:
Other payables
1
 31 
 51 
Deferred consideration
 – 
 
 1 
Contingent consideration
3
 40 
 38 
Total non-current portion
1
 71 
 90 
Current portion
1
 1,144 
 1,166 
Total
1
 1,215 
 1,256 
1.
Accruals and non-current other payables have been retrospectively adjusted in 2022 by an increase of £4m and £9m respectively, in accordance with IFRS 3, to reflect measurement
period adjustments made relating to the Terminix acquisition (see Note B1).
2. 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.
3. Contingent consideration includes put option liability of £32m (2022: £45m).
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.
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. During the year, the seller exercised the
first put option, selling 8% of the share capital of the company to the Group, making the Group’s total shareholding in PCI 65%.
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.
The currency split of trade and other payables is as follows:
Retrospectively
adjusted
2023
2022
1
£m
£m
Pound sterling
 164 
 174 
Euro
 238 
 241 
US dollar
1
 542 
 576 
Other currencies
 271 
 264 
Carrying value
1
 1,215 
 1,256 
1.
Accruals and non-current other payables have been retrospectively adjusted in 2022 by an increase of £4m and £9m respectively, in accordance with IFRS 3, to reflect measurement
period adjustments made relating to the Terminix acquisition (see Note B1).
The ageing of trade payables is as follows:
2023
2022
£m
£m
Less than one year
 357 
 351 
Between one and five years
 – 
 
 – 
 
More than five years
 – 
 
 – 
 
Total
 357 
 351 
Maturity analysis for lease liabilities is included in Note B4, and other financial liabilities in Note C6.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
185
Annual Report 2023
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. The effect of discounting environmental provisions
and other provisions is not considered to be material due to the low level of expected future cash flows. Termite damage claim provisions
and self-insurance provisions are discounted, and the majority of these provisions are held in the US. The discount rate used is based
on US government bond rates, and was 3.88%-5.25% (2022: 3.5%-5.875%).
Termite damage
Self-
claims
1
insurance
Environmental
1
Other
Total
1
£m
£m
£m
£m
£m
At 1 January 2022
 – 
 
 37 
 11 
 13 
 61 
Exchange differences
1
(29) 
(7) 
 – 
 
 – 
 
(36) 
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
1
 354 
 136 
 7 
 1 
 498 
Unwinding of discount on provisions
 3 
 1 
 – 
 
 – 
 
 4 
At 31 December 2022
(retrospectively adjusted)
1
 321 
 165 
 16 
 12 
 514 
At 1 January 2023
 321 
 165 
 16 
 12 
 514 
Exchange differences
(14) 
(8) 
(1) 
 1 
(22) 
Additional provisions
 15 
 56 
 3 
 7 
 81 
Used during the year
(73) 
(44) 
(2) 
(7) 
(126) 
Unused amounts reversed
 – 
 
(8) 
 – 
 
(3) 
(11) 
Acquisition of companies and businesses
 – 
 
 – 
 
 – 
 
 1 
 1 
Unwinding of discount on provisions
 11 
 3 
 – 
 
 – 
 
 14 
At 31 December 2023
 260 
 164 
 16 
 11 
 451 
Retrospectively
adjusted
2023
2022
Total
Total
1
£m
£m
Analysed as follows:
Non-current
 357 
 381 
Current
 94 
 133 
Total
 451 
 514 
1.
Termite damage claim provisions and environmental provisions have been retrospectively adjusted in 2022 by an increase of £18m and £4m respectively, in accordance with IFRS 3,
to reflect measurement period adjustments made relating to the Terminix acquisition (see Note B1).
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
volume and value 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 at a declining rate. 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:
• Discount rate – The exposure to termite damage claims is largely based within the United States, therefore measurement is based on a seven-year
US bond risk-free rate. During 2023, interest rates (and therefore discount rates) have moved up and are at their highest level in over a decade.
Rates could move in either direction and management has modelled that an increase/decrease of 5% in yields (would decrease/increase the
provision by £3m (2022: £3m). Over the 12 months to 31 December 2023, seven-year risk-free rate yields have decreased c.4% from 4.03% to
3.88%.
• Claim value – Claim value forecasts have been based on the latest available historical settled Terminix claims. Claims values 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 three
months and one year, 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 values and therefore future material changes in provisions. Management has modelled that an increase/decrease
of 5% in claim values would increase/decrease the provision by c.£15m (2022: £14m). Over the 12 months to 31 December 2023, as a result of
accelerating the clear down of legacy longstanding claims and other macroeconomic factors, in-year costs per claim rose by c.32% (2022: 17%).
• Claim rate – Management has estimated claim rates based on statistical historical incurred claims. Data has been captured and analysed by a
third-party agency, 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.£15m (2022: £14m), accordingly. Over the 12 months to 31 December 2023 claim rates fell by c.7% (2022: 16%).
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
186
Annual Report 2023
• 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, 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 macroeconomic factors and to the performance of the Group. A 1% movement in customer churn
rates, up or down, would change the provision by c.£11m up or down (2022: £10m), accordingly. On average over the last 10 years churn rates have
moved by +/– c.1.8% per annum (2022: +/-1.2%).
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 all pending 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.
The amount of expected reimbursement from third-party insurers is £21m and this is included within other receivables in Note A3.
Environmental
The Group owns, or formerly owned, a number of properties in Europe and the US where environmental contamination is being managed.
These issues tend to be complex to determine and resolve and may be material, although it is often not possible to accurately predict future
costs of management or remediation reliably. Provisions are held where liability is probable and costs can be reliably estimated. Contingent
liabilities exist where the conditions for recognising a provision under IAS 37 have not been met. The Group monitors such properties to
determine whether further provisions are necessary. The provisions that have been recognised 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 to 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:
2023
2022
2021
Notes
£m
£m
£m
Employee costs
A9
 2,506 
 1,736 
 1,405 
Direct materials and services
 900 
 704 
 586 
Vehicle costs
 285 
 201 
 146 
Property costs
 106 
 82 
 60 
Depreciation and impairment of property, plant and equipment
1
B3
 154 
 140 
 128 
Amortisation and impairment of intangible assets
B2
 201 
 140 
 91 
One-off and adjusting items
1
A1
 98 
 136 
 21 
Other operating expenses
2
 461 
 234 
 173 
Total operating expenses
 4,711 
 3,373 
 2,610 
1.
One-off and adjusting items includes £nil (2022: £8m; 2021: £nil) of impairment of property, plant and equipment.
2. Other operating expenses includes professional fees, marketing costs, and amortisation of contract costs.
A8. Auditors’ remuneration
2023
2022
2021
£m
£m
£m
Fees payable to the Company’s auditors for the audit of the Parent Company and Group accounts
3
3
2
Audit of accounts of subsidiaries of the Group
5
4
3
Audit-related assurance services
1
3
2
Total audit and audit-related assurance services
11
9
5
Non-audit services
2
3
Total
11
12
5
1.
Included in 2023 is an amount of £3m relating to the 2023 reporting on internal financial controls. Included in 2022 is an amount of £2m paid to the Company’s auditors in respect of the
2021 PCAOB Group audit required for the purposes of the US registration.
2. 2022 balance relates to accounting specialist fees in respect of the Terminix acquisition.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
187
Annual Report 2023
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.
2023
2022
2021
£m
£m
£m
Wages and salaries
1
 2,318 
 1,582 
 1,225 
Social security costs
 171 
 154 
 138 
Share-based payments
 27 
 17 
 10 
Pension costs:
– defined contribution plans
 32 
 22 
 31 
– defined benefit plans
 2 
 2 
 1 
 2,550 
 1,777 
 1,405 
1.
Including £44m staff costs reported as one-off and adjusting items in Note A1 (2022: £41m).
Monthly average number of people employed by the Group during the year:
2023
2022
2021
Number
Number
Number
Processing and service delivery
 47,387 
 38,256 
 34,163 
Sales and marketing
 7,501 
 5,993 
 5,400 
Administration and overheads
 8,663 
 7,226 
 6,468 
 63,551 
 51,475 
 46,031 
Emoluments of the Directors of Rentokil Initial plc are detailed below.
Highest-paid Director
Other Directors
£000
£000
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
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
3,530.6
2,171.6
2023
Aggregate emoluments excluding share options
1,942.3
1,188.4
Aggregate gains made by Directors on exercise of share options
3,729.4
Aggregate amount receivable under long-term incentive schemes
1,397.6
485.3
7,069.3
1,673.7
2023
2022
2021
Number
Number
Number
Number of Directors accruing retirement benefits
– defined contribution schemes
 2 
Number of Directors exercising share options
1
1
 1 
 2 
Number of Directors receiving shares as part of long-term incentive schemes
2
 2 
 2 
1.
The highest-paid Director exercised 971,802 (2022: nil; 2021: 163,625) share options during the year.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
188
Annual Report 2023
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.
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.
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.
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.
The largest retirement benefit obligation in the Group is the Rentokil Initial Irish Pension Scheme (which is in a surplus position).
A number of 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.
The assumptions used for the Rentokil Initial Irish Pension Scheme are shown below:
31 December
31 December
2023
2022
Weighted average %
Discount rate
3.5%
4.2%
Future salary increases
n/a
n/a
Future pension increases
2.3%
2.6%
Inflation
2.3%
2.6%
Risks
The scheme exposes the Company to a number of risks, the most significant of which are:
Asset volatility – Scheme liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform this
yield, this will create a reduction in the current surplus position. The scheme holds a small proportion of growth assets (equities) which, though
expected to outperform corporate bonds in the long term, create volatility and risk in the short term. The allocation to growth assets is monitored
to ensure it remains appropriate given the long-term scheme objectives.
Changes in bond yields – A decrease in corporate bond yields will increase the value placed on the scheme’s liabilities for accounting purposes,
although this will be partially offset by an increase in the value of the scheme’s bond holdings.
Inflation risk – A decrease in corporate bond yields will increase the value placed on the scheme’s liabilities for accounting purposes, although
this will be partially offset by an increase in the value of the scheme’s bond holdings.
Life expectancy – The majority of the scheme’s obligations are to provide benefits for the life of the member, so increases in life expectancy will
result in an increase in the liabilities.
For the Rentokil Initial Irish Pension Scheme the expected duration is 16-17 years.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
189
Annual Report 2023
Pension benefits
The movement in the net defined benefit obligation for all Group pension schemes over the accounting period is as follows:
Present value
Fair value of
Present value
Fair value of
of obligation
plan assets
Total
of obligation
plan assets
Total
2023
2023
2023
2022
2022
2022
£m
£m
£m
£m
£m
£m
At 1 January
(65) 
 38 
(27) 
(1,313) 
 1,305 
(8) 
Current service costs¹
(1) 
 – 
 
(1) 
(2) 
(2) 
Past service costs¹
 – 
 
 – 
 
 – 
 
(1) 
(1) 
Settlement gain
 – 
 
 – 
 
 – 
 
 4 
 4 
Transfer of RIPS annuity policies (buy-out)
 – 
 
 – 
 
 – 
 
 1,159 
(1,159) 
Administration expenses¹
 – 
 
 – 
 
 – 
 
 4 
(4) 
Interest on defined benefit obligation/asset¹
(2) 
 1 
(1) 
(5) 
 5 
Exchange difference
 2 
(1) 
 1 
(3) 
 2 
(1) 
Total pension income/(expense)
(1) 
 – 
 
(1) 
 1,156 
(1,156) 
Remeasurements:
– Remeasurement gain/(loss) on scheme assets
 – 
 
 – 
 
 – 
 
(79) 
(79) 
– Remeasurement gain/(loss) on obligation²
 – 
 
 – 
 
 – 
 
 81 
 81 
Contributions:
– Employers
(1) 
 2 
 1 
(1) 
(1) 
– Benefit payments
 7 
(5) 
 2 
 12 
(10) 
 2 
– Refund of surplus
 – 
 
 – 
 
 – 
 
(22) 
(22) 
At 31 December
(60) 
 35 
(25) 
(65) 
 38 
(27) 
Retirement benefit obligation schemes³
(44) 
 16 
(28) 
(49) 
 19 
(30) 
Retirement benefit asset schemes⁴
(16) 
 19 
 3 
(16) 
 19 
 3 
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 scheme comprises remeasurement gain arising from changes in demographic assumptions of £nil (2022: £nil), remeasurement gain arising from
changes in financial assumptions of £nil (2022: gain of £82m), and a remeasurement loss arising from experience of £nil (2022: loss of £7m).
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, Sri Lanka, Hong Kong, and Saudi Arabia.
4.
Benefit plans in an asset position include plans situated in Australia, Barbados, and Ireland.
Of the £60m (2022: £65m) of obligations in the table above, £20m (2022: £20m) is unfunded.
Total contributions payable to defined benefit pension schemes in 2024 are expected to be less than £1m.
The fair value of plan assets at the balance sheet date is analysed as follows:
2023
2022
£m
£m
Equity instruments
 2 
 2 
Debt instruments – unquoted
 15 
 15 
Property
 1 
 – 
 
Other
 17 
 21 
Total plan assets
 35 
 38 
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:
• unquoted debt instruments (level 2);
• interest and inflation rate hedging instruments (level 2); and
• pooled investment funds (level 3).
Other significant assets are valued based on observable market inputs. Other assets primarily consist of cash.
The cumulative actuarial gain recognised in the Consolidated Statement of Comprehensive Income was £34m (2022: £34m). No remeasurement
gain or loss was recognised during the year (2022: £2m gain).
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
190
Annual Report 2023
A11. Share-based payments
Share-based compensation
The Group operates two equity-settled share-based long-term incentive plans (LTIPs): the Performance Share Plan and the Restricted Share
Plan. 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 of the Performance Share Plan is determined by reference to option pricing models,
principally stochastic and adjusted Black-Scholes models. The fair value of the Restricted Share Plan is determined by reference to an adjusted
Black-Scholes model. The charge for both plans 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 and Restricted Share Plan
The Company has operated a share-based incentive for senior managers worldwide since 2006, initially through a Performance Share Plan, and
then in 2023 a Restricted Share Plan was introduced. The main features of the schemes are as follows:
• For Performance Share Plan awards made in 2021, 2022, and 2023, 50% of the award is based on total shareholder return (TSR) and 50% is based
on performance against certain strategic and financial measures over the vesting period.
• For Restricted Share Plan awards made in 2023, there are no performance conditions attached.
• 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 made prior to May 2021, this is the value of dividends between grant and exercise.
The total charge for the year relating to equity-settled share-based payment plans was £27m (2022: £18m; 2021: £10m). This includes charges for
the Performance Share Plan and Restricted Share Plan of £17m (2022: £9m; 2021: £10m), as well as a transfer of existing long-term incentive plans
in Terminix and a non-recurring retention award that were expensed during the period totalling £10m (2022: £9m; 2021: £nil).
A summary of the number of shares in active Performance Share Plans is shown below:
Share options outstanding
Share options exercisable
Scheme
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
interest at
awarded
lapsed
vested
outstanding at
exercisable at
vested
exercised
lapsed
exercisable at
Year of
Vesting
1 January
during
during
during
31 December
1 January
during
during
during
31 December
grant
year
2023
2023
2023
2023
2023
2023
2023
2023
2023
2023
2013
2016
 – 
 
 495 
 – 
 
(495) 
 – 
 
 1,042,134 
 495 (1,032,534) 
(10,026) 
 69 
2014
2017
 – 
 
 14,985 
 – 
 
(14,985) 
 – 
 
 1,196,188 
 14,985 
(59,322) 
 – 
  1,151,851 
2015
2018
 – 
 
 15,985 
 – 
 
(15,985) 
 – 
 
 1,266,518 
 15,985 
(31,407) 
(44)  1,251,052 
2016
2019
 – 
 
 22,192 
 – 
 
(22,192) 
 – 
 
 1,841,196 
 22,192 
(435,337) 
(91)  1,427,960 
2017
2020
 – 
 
 16,294 
 – 
 
(16,294) 
 – 
 
 1,324,727 
 16,294 
(129,684) 
(1,405)  1,209,932 
2018
2021
 14,597 
 20,482 
 – 
 
(35,079) 
 – 
 
 1,987,868 
 35,079 
(451,341) 
(7,152)  1,564,454 
2019
2022
 461,663 
 40,825 
(21,670) 
(480,818) 
 – 
 
 2,213,079 
 480,818 
(919,141) 
(3,758)  1,770,998 
2020
2023
 3,186,387 
 68,967 (1,141,319) (2,114,035) 
 – 
 
 – 
  2,114,035 
(872,037) 
 – 
  1,241,998 
2021
2024
 3,797,985 
 – 
 
(165,786) 
 – 
  3,632,199 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
2022
2025
 4,845,900 
 31,248 
(205,496) 
(5,951)  4,665,701 
 – 
 
 5,951 
 – 
 
 – 
 
 5,951 
2023
2026
 – 
  5,876,229 (1,179,468) 
(57,770)  4,638,991 
 – 
 
 57,770 
(57,770) 
 – 
 
 – 
 
Share options outstanding
Share options exercisable
Scheme
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
interest at
awarded
lapsed
vested
outstanding at
exercisable at
vested
exercised
lapsed
exercisable at
Year of
Vesting
1 January
during
during
during
31 December
1 January
during
during
during
31 December
grant
year
2022
2022
2022
2022
2022
2022
2022
2022
2022
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
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
191
Annual Report 2023
A summary of the number of shares in active Restricted Share plans is shown below:
Share options outstanding
Share options exercisable
Scheme
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
Shares
interest at
awarded
lapsed
vested
outstanding at
exercisable at
vested
exercised
lapsed
exercisable at
Year of
Vesting
1 January
during
during
during
31 December
1 January
during
during
during
31 December
grant
year
2023
2023
2023
2023
2023
2023
2023
2023
2023
2023
2023
2026
 – 
  1,163,570 
(130,820) 
(21,330)  1,011,420 
 – 
 
 21,330 
(21,330) 
 – 
 
 – 
 
The fair value of the 2023 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 2023, the significant inputs into the model were a share price of 581.4p (2022: 480.5p), an expected share price volatility of 26.3%
(2022: 23.9%), a median share price correlation between the companies in the comparator group of 84.1% (2022: 84.0%), 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 the 2023 awards made under the Restricted Share Plan is charged to the income
statement over the vesting period based on the fair value of the award on grant date.
The fair value of awards granted during 2023 was £36m (2022: £19m) and the weighted average fair value per award granted during the year was
506.7p (2022: 385.9p). The weighted average share price for options exercised in the year was 568.6p (2022: 499.9p) and the weighted average
contract term remaining on shares unexercised at the year end was 497 days (2022: 527 days).
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:
2023
2022
2021
£m
£m
£m
Current tax expense
94
76
57
Adjustment in respect of previous periods
(8)
2
(3)
Total current tax
86
78
54
Deferred tax expense/(credit)
30
(3)
21
Deferred tax adjustment in respect of previous periods
(4)
(11)
(13)
Total deferred tax
26
(14)
8
Total income tax expense
112
64
62
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:
2023
2022
2021
£m
£m
£m
Profit before tax
493
296
325
Tax calculated at domestic tax rates applicable to profits in the respective countries
123
69
77
Adjustment in respect of previous periods
(12)
(9)
(16)
Expenses not deductible for tax purposes – one-off and adjusting items
1
9
3
Expenses not deductible for tax purposes – other
6
3
3
Income not subject to tax
(2)
(5)
(1)
Impairment of goodwill
5
Goodwill deductions and revaluation of intangible assets
(2)
Deferred tax recognised on losses
(3)
(1)
(4)
Deferred tax impact of change in tax rates
(7)
(4)
Provisions utilised for which no deferred tax assets were recognised
(1)
(1)
Local business taxes
1
1
1
US BEAT liability
1
5
Tax credits
(2)
Other
(1)
1
Total tax expense
112
64
62
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
192
Annual Report 2023
The Group’s effective tax rate (ETR) for 2023 on reported profit before tax was 22.7% (2022: 21.6%). This compares with a blended rate of tax for
the countries in which the Group operates of 25.1% (2022: 23.7%). The Group’s low tax rate in 2023 is primarily attributable to net prior-year tax
credits of £12m (2022: £9m).
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The
legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December
2023. The legislation will be effective for the Group’s financial year beginning 1 January 2024.
The Group is in scope of the substantively enacted legislation and has performed an assessment of the Group’s potential exposure to Pillar 2
income taxes, mainly focusing on the transitional country-by-country reporting safe harbours which apply until 2026. Various jurisdictions the
Group operates in have also brought in legislation or are bringing in legislation to implement Pillar 2 and domestic top-up taxes. Given these local
rules and the UK rules are based on the same Organisation for Economic Co-operation and Development (OECD) Pillar 2 model rules, we have
assumed that any variations between the local country domestic top-up tax calculation and the UK multinational top-up tax calculation for that
country will be immaterial. As such, the Group’s assessment has focused on the application of the UK multinational top-up tax to the Group.
The assessment of the potential exposure to Pillar 2 income taxes has been undertaken both on the 2022 tax filings, country-by-country report
and financial statements, and on the 2023 financial data included in these Consolidated Financial Statements. Based on the assessment, the
majority of the jurisdictions in which the Group operates would meet the conditions for the transitional safe harbour provisions and would not
require full Pillar 2 calculations, nor would a top-up tax charge be levied. The Pillar 2 effective tax rates in most of the jurisdictions in which the
Group operates are above 15% (calculated under the safe harbour provisions). However, there are a limited number of jurisdictions where the
transitional safe harbour relief would not have applied and the Pillar 2 effective tax rate is close to 15%. Within the assessment, the aggregate of
the estimated top-up tax charge for those countries is immaterial. Therefore, based on the assessment undertaken, the Group does not expect
a material exposure to Pillar 2 income taxes in those jurisdictions for periods in which the Pillar 2 legislation will be effective.
Given the complexity of the Pillar 2 rules, the OECD and UK government are expected to continue issuing additional guidance regarding the
implementation of Pillar 2 throughout 2024. Various other jurisdictions the Group operates in are also expected to bring in Pillar 2 rules and issue
new or amended guidance throughout 2024. The Group will continue to monitor these updates as the Pillar 2 legislation and guidance evolve.
On 23 May 2023, the International Accounting Standards Board issued amendments to IAS 12 Income Taxes, introducing a mandatory temporary
exception to the requirements of IAS 12 under which a company does not recognise or disclose information about deferred tax assets and
liabilities related to the Pillar 2 rules. The Group applied the temporary exception at 31 December 2023.
A tax credit of £6m has been recognised in other comprehensive income (2022: £11m), which mainly relates to the recognition of tax losses arising
on prior year mark-to-market movements on cross-currency and interest rate swaps recorded within other comprehensive income.
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 2023, 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.
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 £41m as at 31 December 2023 (2022: £54m). Included within this amount
is £5m (2022: £6m) 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 £100m (2022: £77m). The cash tax paid is expected to increase in future periods due to the acquisition
of Terminix.
Strategic Report
Corporate Governance
Financial Statements
Other Information
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Annual Report 2023
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 affects 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:
Retrospectively
adjusted
2023
2022
1
£m
£m
At 1 January
(470)
(66)
Exchange differences
25
27
Acquisition of companies and businesses
1
(8)
(448)
(Charged)/credited to the income statement
(26)
14
Credited to other comprehensive income
5
4
Credited/(charged) to equity
1
(2)
At 31 December
1
(474)
(470)
Deferred taxation has been presented on the balance sheet as follows:
Deferred tax asset within non-current assets
43
43
Deferred tax liability within non-current liabilities
1
(517)
(513)
(474)
(470)
1.
Deferred tax liabilities have been retrospectively adjusted in 2022 by an increase of £2m, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the
Terminix acquisition (see Note B1).
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
Accelerated
lists/
tax
IFRS 15
Tax
Share-based
intangibles
1
depreciation
Provisions
Contracts
losses
payments
Other
2
Total
1
£m
£m
£m
£m
£m
£m
£m
£m
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)
1
Acquired in business combinations
(521)
(29)
123
(24)
3
(448)
At 31 December 2022 (retrospectively adjusted)
(572)
(75)
171
(33)
23
16
(470)
At 1 January 2023
(572)
(75)
171
(33)
23
16
(470)
Exchange differences
26
3
(7)
2
1
25
Recognised in income statement
2
(12)
(15)
(10)
7
(2)
4
(26)
Recognised in other comprehensive income
8
(4)
4
Recognised in equity
1
1
Acquired in business combinations
(8)
(8)
At 31 December 2023
(552)
(84)
149
(41)
38
15
1
(474)
1.
Deferred tax liabilities have been retrospectively adjusted in 2022 by an increase of £2m, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the
Terminix acquisition (see Note B1).
2. Included within other deferred tax assets/liabilities are retirement benefits and unremitted earnings from subsidiaries.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
194
Annual Report 2023
A deferred tax asset of £38m has been recognised in respect of losses which are expected to be utilised within 10 years (2022: £23m), of which
£28m (2022: £18m) relates to UK losses carried forward at 31 December 2023. 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 £34m (2022: £120m) have not been recognised as at 31 December
2023 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 £169m (2022: £230m) 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, £95m (2022: £74m) will expire at various dates between 2024 and 2040. Deferred tax assets recognised on tax losses are
expected to be substantially utilised within the next 10 years.
In addition, the Group has UK capital losses carried forward of £276m (2022: £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 £4m (2022: £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.
Strategic Report
Corporate Governance
Financial Statements
Other Information
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195
Annual Report 2023
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 Group. 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.
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. There were no individually material acquisitions in the year.
During the year, measurement period adjustments have been made in relation to the Terminix acquisition. These have been reflected as
a retrospective adjustment of 2022 comparatives in accordance with IFRS 3 as follows:
Measurement
As
period
Retrospectively
reported
adjustment
adjusted
£m
£m
£m
Non-current assets
– Intangible assets
2,027
2,027
– Property, plant and equipment
1
249
(5)
244
– Other non-current assets
143
47
190
Current assets
701
(3)
698
Current liabilities
(311)
(5)
(316)
Non-current liabilities
(1,875)
(18)
(1,893)
Net assets acquired
934
16
950
Goodwill
3,176
(16)
3,160
1.
Includes ROU assets.
During the year the Group purchased 100% of the share capital or trade and assets of 41 companies and businesses (2022: 53). The total
consideration in respect of these acquisitions was £261m (2022: £4,369m), and the cash outflow from current and past period acquisitions
net of cash acquired was £242m (2022: £1,018m).
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:
Retrospectively
adjusted
Individually
Retrospectively
Terminix Global
immaterial
adjusted
Total
Holdings, Inc.
1
acquisitions
Total
1
2023
2022
2022
2022
£m
£m
£m
£m
Purchase consideration
– Cash paid
203
1,087
214
1,301
– Deferred and contingent consideration
58
45
45
– Equity interests
3,023
3,023
Total purchase consideration
261
4,110
259
4,369
Fair value of net assets acquired
1
(88)
(950)
(87)
(1,037)
Goodwill from current-year acquisitions
1
173
3,160
172
3,332
Goodwill expected to be deductible for tax purposes
76
60
60
1.
Goodwill (decrease £16m), contract costs (increase £36m), investments in associates (increase £11m), ROU assets (decrease £5m), provisions (increase £24m), lease liabilities (decrease
£8m), loans (decrease £11m), long-term liabilities (increase £11m), deferred tax liabilities (increase £2m), accrued income (decrease £3m) and accruals (increase £5m) have been
retrospectively adjusted in 2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix acquisition.
Deferred consideration of £15m and contingent consideration of £43m are payable in respect of the above acquisitions (2022: £22m and £23m
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 £nil (2022: £10m).
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
196
Annual Report 2023
The fair values
7
of assets and liabilities arising from acquisitions in the year are as follows:
Retrospectively
adjusted
Individually
Retrospectively
Terminix Global
immaterial
adjusted
Total
Holdings, Inc.
1
acquisitions
Total
1
2023
2022
2022
2022
£m
£m
£m
£m
Non-current assets
– Intangible assets
2
80
2,027
74
2,101
– Property, plant and equipment
3
12
244
14
258
– Other non-current assets
190
190
Current assets
4
22
698
28
726
Current liabilities
5
(12)
(316)
(11)
(327)
Non-current liabilities
6
(14)
(1,893)
(18)
(1,911)
Net assets acquired
88
950
87
1,037
1.
Contract costs (increase £36m), investments in associates (increase £11m), ROU assets (decrease £5m), provisions (increase £24m), lease liabilities (decrease £8m), loans (decrease
£11m), long-term liabilities (increase £11m), deferred tax liabilities (increase £2m), accrued income (decrease £3m) and accruals (increase £5m) have been retrospectively adjusted in
2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix acquisition.
2. Includes £69m (2022: £778m) of customer lists, £nil (2022: £1,292m) of indefinite-lived brands and £11m (2022: £31m) of other intangibles.
3. Includes £1m (2022: £195m) of ROU assets.
4.
Includes cash acquired of £8m (2022: £322m), inventory of £2m (2022: £48m) and trade and other receivables of £12m (2022: £357m).
5. Includes trade and other payables of £10m (2022: £326m).
6. Includes £12m of deferred tax liabilities relating to acquired intangibles (2022: £447m), £nil of debt that was acquired with the Terminix business and repaid in November 2022
(2022: £749m), lease liabilities of £1m (2022: £207m), termite damage claims provisions of £nil (2022: £353m) and other provisions of £1m (2022: £144m).
7.
The fair values of assets and liabilities from acquisitions in the current year will be finalised in the 2024 Financial Statements. These fair values are provisional as the acquisition
accounting has not yet been finalised, primarily due to the proximity of many acquisitions to the year end.
The cash outflow from current and past acquisitions is as follows:
Individually
Terminix Global
immaterial
Total
Holdings, Inc.
acquisitions
Total
2023
2022
2022
2022
£m
£m
£m
£m
Total purchase consideration
261
4,110
259
4,369
Equity interests
(3,023)
(3,023)
Consideration payable in future periods
(58)
(45)
(45)
Purchase consideration paid in cash
203
1,087
214
1,301
Cash and cash equivalents in acquired companies and businesses
(8)
(313)
(9)
(322)
Cash outflow on current period acquisitions
195
774
205
979
Deferred and contingent consideration paid
47
39
39
Cash outflow on current and past acquisitions
242
774
244
1,018
From the dates of acquisition to 31 December 2023, new acquisitions contributed £75m to revenue and £10m to operating profit (2022: £422m
and £3m respectively).
If the acquisitions had occurred on 1 January 2023, the revenue and operating profit of the combined Group would have amounted to £5,414m
and £628m respectively (2022: £5,109m and £444m respectively).
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Financial Statements
Other Information
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197
Annual Report 2023
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:
Customer
Indefinite-lived
Other
Product
Computer
Goodwill
1
lists
brands
intangibles
development
software
Total
1
£m
£m
£m
£m
£m
£m
£m
Cost
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
 3,336 
 779 
 1,292 
 23 
 11 
 5,441 
Hyperinflationary adjustment
 14 
 3 
 1 
 18 
Disposal of companies and businesses
(1) 
(1) 
At 31 December 2022 (retrospectively
adjusted)
 5,165 
 1,473 
 1,185 
 81 
 55 
 206 
 8,165 
At 1 January 2023
 5,165 
 1,473 
 1,185 
 81 
 55 
 206 
 8,165 
Exchange differences
(269) 
(70) 
(58) 
(5) 
 – 
 
(3) 
(405) 
Additions
 – 
 
 – 
 
 – 
 
 – 
 
 10 
 34 
 44 
Disposals/retirements
(2) 
(15) 
 – 
 
(12) 
 – 
 
(8) 
(37) 
Acquisition of companies and businesses
 172 
 69 
 – 
 
 11 
 – 
 
 – 
 
 252 
Hyperinflationary adjustment
 14 
 3 
 – 
 
 1 
 – 
 
 – 
 
 18 
At 31 December 2023
 5,080 
 1,460 
 1,127 
 76 
 65 
 229 
 8,037 
Accumulated amortisation and impairment
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) 
At 1 January 2023
(65) 
(573) 
 – 
 
(44) 
(37) 
(143) 
(862) 
Exchange differences
 12 
 26 
 – 
 
 2 
 – 
 
 3 
 43 
Disposals/retirements
 2 
 15 
 – 
 
 12 
 – 
 
 7 
 36 
Hyperinflationary adjustment
(10) 
(1) 
 – 
 
 – 
 
 – 
 
 – 
 
(11) 
Impairment charge
(3) 
(1) 
 – 
 
 – 
 
 – 
 
 – 
 
(4) 
Amortisation charge
 – 
 
(155) 
 – 
 
(9) 
(7) 
(26) 
(197) 
At 31 December 2023
(64) 
(689) 
 – 
 
(39) 
(44) 
(159) 
(995) 
Net book value
At 1 January 2022
 1,844 
 241 
 – 
 
 19 
 14 
 46 
 2,164 
At 31 December 2022 (retrospectively
adjusted)
 5,100 
 900 
 1,185 
 37 
 18 
 63 
 7,303 
At 31 December 2023
 5,016 
 771 
 1,127 
 37 
 21 
 70 
 7,042 
1.
Goodwill has been retrospectively adjusted by a decrease of £16m in 2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix
acquisition (see Note B1).
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.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
198
Annual Report 2023
(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.
(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 £2m in the year
(2022: £3m).
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, to meet these commitments less any benefits that may occur, are not expected
to be material and therefore have resulted in no impairments during 2023.
A breakdown of goodwill by region is shown below:
Retrospectively
adjusted
2023
2022
1
£m
£m
North America
1
4,376 
4,511 
Europe (incl. LATAM)
243 
241 
UK & Sub-Saharan Africa
97 
66 
Asia & MENAT
189 
196 
Pacific
111 
86 
Total
5,016 
5,100 
1.
Includes £2,744m (2022 retrospectively adjusted: £2,863m) relating to the US Terminix CGU and £1,541m (2022: £1,555m) relating to the US Pest Control CGU.
2. North America has been retrospectively adjusted in 2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix acquisition.
Impairment tests for goodwill and brands with indefinite useful lives
For the India and Argentina CGUs, 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 £3m (2022: £22m). 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.
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Other Information
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The US Terminix CGU includes goodwill of £2,744m (2022 retrospectively adjusted: £2,863m) and the indefinite life Terminix US brand £1,111m
(2022: £1,169m).
The key assumptions used by individual CGUs for value-in-use calculations were:
2023 long-term
2023 pre-tax
2022 long-term
2022 pre-tax
growth rate
1
discount rate
growth rate¹
discount rate
North America
2
2.0–2.1%
9.8–12.4%
2.0%
8.4–10.3%
Europe (incl. LATAM)
1.6–3.0%
8.9–17.8%
1.3–3.0%
6.7–15.4%
UK & Sub-Saharan Africa
2.0%
10.5–12.0%
2.0–4.5%
8.0–12.3%
Asia & MENAT
2.0–4.0%
8.9–15.6%
1.5–4.0%
9.7–13.9%
Pacific
2.0–2.6%
11.3–12.1%
2.0–2.5%
10.2–11.0%
1. Source: imf.org.
2. Key assumptions used by the US Terminix and US Pest Control CGUs were a long-term growth rate of 2.1% (2022: 2.0%) and a pre-tax discount rate of 10.1% (2022: 10.3%).
For US Terminix CGU the recoverable amount exceeds the carrying amount by £1,212m (2022: not applicable) and for the US Pest Control CGU the recoverable amount exceeds
the carrying amount by £1,657m (2022: £1,692m).
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. The pre-tax discount rates are based on current prices therefore future cash flow
projections include inflation linked measures.
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:
Vehicles
Land and
Service contract
Other plant and
and office
buildings
equipment
equipment
equipment
Total
£m
£m
£m
£m
£m
Cost
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
 29 
 2 
 4 
 30 
 65 
Reclassification from IFRS 16 ROU assets
1
 8 
 8 
At 31 December 2022
 127 
 587 
 215 
 255 
 1,184 
At 1 January 2023
 127 
 587 
 215 
 255 
 1,184 
Exchange differences
(7) 
(20) 
(5) 
(15) 
(47) 
Additions
 7 
 123 
 14 
 23 
 167 
Disposals
(9) 
(77) 
(9) 
(25) 
(120) 
Acquisition of companies and businesses
 – 
 
 1 
 1 
 8 
 10 
Hyperinflationary adjustment
 4 
 – 
 
 – 
 
 1 
 5 
Reclassification from IFRS 16 ROU assets
1
 – 
 
 – 
 
 – 
 
 8 
 8 
At 31 December 2023
 122 
 614 
 216 
 255 
 1,207 
Accumulated depreciation and impairment
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) 
At 1 January 2023
(44) 
(356) 
(151) 
(138) 
(689) 
Exchange differences
 2 
 14 
 5 
 7 
 28 
Disposals
 4 
 75 
 8 
 22 
 109 
Hyperinflationary adjustment
(1) 
 – 
 
 – 
 
(1) 
(2) 
Depreciation charge
(5) 
(102) 
(15) 
(32) 
(154) 
At 31 December 2023
(44) 
(369) 
(153) 
(142) 
(708) 
Net book value
At 1 January 2022
 56 
 204 
 53 
 85 
 398 
At 31 December 2022
 83 
 231 
 64 
 117 
 495 
At 31 December 2023
 78 
 245 
 63 
 113 
 499 
1.
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 Consolidated Financial Statements
continued
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Annual Report 2023
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 no
impairments in the year (2022: £8m).
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
Other
buildings
Vehicles
1
equipment
Total
£m
£m
£m
£m
Net book value
At 1 January 2022
 94 
 132 
 2 
 228 
Exchange differences
 3 
 3 
Additions
 69 
 69 
 138 
Acquisition of companies and businesses
1
 79 
 115 
 194 
Impairment charge
3
(17) 
(17) 
Depreciation charge
(43) 
(45) 
(1) 
(89) 
Reclassification to property, plant and equipment
2
(8) 
(8) 
At 31 December 2022 (retrospectively adjusted)
 182 
 266 
 1 
 449 
At 1 January 2023
 182 
 266 
 1 
 449 
Exchange differences
(8) 
(11) 
 – 
 
(19) 
Additions
 63 
 91 
 1 
 155 
Disposals
(3) 
(3) 
 – 
 
(6) 
Acquisition of companies and businesses
 1 
 – 
 
 – 
 
 1 
Depreciation charge
(57) 
(62) 
(1) 
(120) 
Reclassification to property, plant and equipment
2
 – 
 
(8) 
 – 
 
(8) 
At 31 December 2023
 178 
 273 
 1 
 452 
1.
Right-of-use assets have been retrospectively adjusted by a decrease of £5m in 2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the
Terminix acquisition (see Note B1).
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).
Analysis of the Group’s lease liabilities is shown below:
Retrospectively
adjusted
2023
2022
1
£m
£m
At 1 January
 460 
 217 
Exchange differences
(20) 
(1) 
Lease payments
(182) 
(114) 
Interest
 25 
 10 
Additions
 161 
 140 
Acquisition of companies and businesses
 1 
 208 
At 31 December
 445 
 460 
Analysed as follows:
Non-current
 318 
 325 
Current
 127 
 135 
Total
 445 
 460 
1.
Lease liabilities have been retrospectively adjusted by a decrease of £7m in 2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix
acquisition (see Note B1).
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Annual Report 2023
Lease liabilities analysed by currency:
Retrospectively
adjusted
2023
2022
1
£m
£m
Pound sterling
 34 
 34 
Euro
 63 
 61 
US dollar
 289 
 307 
Other currencies
 59 
 58 
At 31 December
 445 
 460 
1.
Lease liabilities have been retrospectively adjusted by a decrease of £7m in 2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix
acquisition (see Note B1).
Lease liabilities are payable as follows:
Retrospectively
adjusted
2023
2022
1
£m
£m
Less than one year
 146 
 144 
Between one and five years
 298 
 277 
More than five years
 72 
 82 
Future minimum payments
 516 
 503 
Effect of discounting
(71) 
(43) 
Carrying value
 445 
 460 
1.
Lease liabilities have been retrospectively adjusted by a decrease of £7m in 2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix
acquisition (see Note B1).
Other lease costs not already described are set out below:
2023
2022
£m
£m
Expenses relating to short-term leases
 14 
 13 
Expenses relating to leases of low-value assets
 8 
 8 
Expenses relating to variable lease payments
 2 
At 31 December
 24 
 21 
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:
2023
2022
£m
£m
Property, plant and equipment
 22 
 37 
Intangible assets
 3 
 3 
Total
 25 
 40 
Notes to the Consolidated Financial Statements
continued
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202
Annual Report 2023
B6. Investments in associated undertakings
Retrospectively
adjusted
2023
2022
1
£m
£m
Interest in Nippon Calmic Limited
 31 
 32 
Interest in individually immaterial associated undertakings
1
 13 
 31 
At 31 December
1
 44 
 63 
1.
Investments in associated undertakings have been retrospectively adjusted by an increase of £10m in 2022, in accordance with IFRS 3, to reflect measurement period adjustments
made relating to the Terminix acquisition (see Note B1).
Nippon Calmic Limited
Nippon Calmic Limited is an associated undertaking in Japan which provides hygiene services, in which the Group has a 49% interest.
The associate is unlisted and the investment value is shown below.
2023
2022
£m
£m
At 1 January
 32 
 29 
Exchange differences
(4) 
(1) 
Share of profit
1
 7 
 8 
Dividends received
(4) 
(4) 
At 31 December
 31 
 32 
1.
Share of profit is net of tax of £4m (2022: £4m).
Assets
Liabilities
Revenue
Profit
Assets
Liabilities
Revenue
Profit
2023
2023
2023
2023
2022
2022
2022
2022
£m
£m
£m
£m
£m
£m
£m
£m
Nippon Calmic Ltd (49%)
 60 
(28) 
 54 
 7 
 66 
(33) 
 52 
 8 
Individually immaterial associates
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.
Retrospectively
adjusted
2023
2022
1
£m
£m
At 1 January
 31 
 1 
Exchange differences
(1) 
(2) 
Acquisitions
1
 – 
 
 31 
Disposals
(19) 
 – 
 
Share of profit
 2 
 1 
At 31 December
1
 13 
 31 
1.
Investments in associated undertakings have been retrospectively adjusted by an increase of £10m in 2022, in accordance with IFRS 3, to reflect measurement period adjustments
made relating to the Terminix acquisition (see Note B1).
£nil (2022: £1m) relates to unrecognised share of losses related to associates.
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Annual Report 2023
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 $1,000m (£785m) under the revolving credit facility (RCF), together with unrestricted cash of £818m, gives the Group
combined headroom of £1,603m at 31 December 2023 (2022: £1,694m).
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 investment grade credit rating for debt issuance of BBB over the medium term. The Group was rated BBB by both S&P
Global (S&P) and Fitch Ratings (Fitch). In line with ratings criteria, debt maturities are covered at least 12 months in advance using available cash
or committed facilities, or by issuance of new debt. Management maintains an active dialogue with both S&P and Fitch, as well as the Group’s
relationship banks, to ensure that any changes to the Group’s financing and acquisition strategies are understood.
The Group has one debt maturity of €400m falling due in November 2024. The Group has sufficient headroom to cover this maturity without
issuing new debt.
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 2023 the Group had a total of £16m of cash held on bank accounts with banks rated below A- (2022: £36m). The highest
concentration with any single bank rated below A- was £1m (2022: £14m).
(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-denominated
profits from UK operations are exceeded by sterling-denominated Group central costs. This means that approximately 110% of Group operating
profit is generated in foreign currencies.
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 £10m 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 62% and 29% of Group operating profit respectively.
At 31 December 2023 the Group’s net debt was approximately 74% US dollar (2022: 66%), 28% euro (2022: 23%), and offset by cash 2% (2022: 11%
debt) in other currencies, including 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 £35m increase/decrease (2022: £25m) in operating profit, offset by a £12m decrease/increase
(2022: £3m) in interest payable and a £349m increase/decrease (2022: £377m) in other comprehensive income. A 10% movement in £/€ would
result in a £16m increase/decrease (2022: £15m) in operating profit, offset by a £5m decrease/increase (2022: £3m) in interest payable and a £17m
increase/decrease (2022: £nil) 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, which for US dollar is £182m (2022: £210m) and euro
is £27m (2022: £46m). 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 Consolidated Financial Statements
continued
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204
Annual Report 2023
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 £86m at 31 December 2023
(2022: £128m). The income statement impact is £nil as changes in interest rates do not change the expected cash flows on the bonds.
A hypothetical 1.0% increase in pound sterling interest rates would reduce the market value of the Group’s bond liabilities by £26m at
31 December 2023 (2022: £34m). The income statement impact is £nil (2022: £nil).
A hypothetical 1.0% increase in US dollar interest rates would have an income statement impact of £6m (2022: £6m) as 50% of the $700m term
loan was hedged in 2023 (2022: nil) and certain leases are denominated in US dollars with floating interest rates.
The Group had outstanding bond debt issues at 31 December 2023 with a fair market value of £2,959m (2022: £2,826m). This is above the book
value of £2,943m (2022: £2,987m) as a result of changes in interest rates in the UK and 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 and Fitch’s ratings methodologies for a BBB issuer to manage its capital risk. In the event that a ratings downgrade is likely, net debt could
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
Net debt is used to assess the Group’s financial capacity. Net debt is not a measure defined by IFRS. Management defines net debt as the total of
bank and other borrowings, lease liabilities, other investments, fair value of debt-related derivatives, and cash and cash equivalents (as presented
in the Consolidated Balance Sheet). Closing net debt comprises:
Retrospectively
adjusted
2023
2022
1
Notes
£m
£m
Current
Cash and cash equivalents in the Consolidated Balance Sheet
C3
 1,562 
 2,170 
Other investments
2
C4
 1 
 1 
Fair value of debt-related derivatives
(18) 
 – 
 
Bank and other short-term borrowings
1,3
(1,134) 
(1,345) 
Lease liabilities
1
B4
(127) 
(135) 
Non-current
Fair value of debt-related derivatives
 41 
(71) 
Bank and other long-term borrowings
4
(3,153) 
(3,574) 
Lease liabilities
B4
(318) 
(325) 
Total net debt
1
(3,146) 
(3,279) 
1.
Bank and other short-term borrowings (decrease £9m) and lease liabilities (decrease £7m) have been retrospectively adjusted in 2022, in accordance with IFRS 3, to reflect
measurement period adjustments made relating to the Terminix acquisition (see Note B1).
2. Net debt excludes other investments which are non-cash, such as the investment in unlisted shares.
3.
Bank and other short-term borrowings consists of £347m bond debt (2022: £nil); £730m overdraft (2022: £1,291m), £17m overseas loans (2022: £14m), and £40m bond accruals
(2022: £40m).
4.
Bank and other long-term borrowings consists of £2,596m bond debt (2022: £2,987m) and £557m loans (2022: £587m).
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Corporate Governance
Financial Statements
Other Information
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205
Annual Report 2023
The currency split and cash flows of bank, other borrowings, and debt-related derivatives are as follows:
Retrospectively
adjusted
2023
2022
1
£m
£m
Pound sterling
 1,075 
 1,726 
Euro
 934 
 927 
US dollar
1
 2,212 
 2,313 
Other currencies
 43 
 24 
Carrying value
1
 4,264 
 4,990 
Effect of discounting
 525 
 567 
Undiscounted value
1
 4,789 
 5,557 
Analysis of undiscounted cash flows of bank and other borrowings:
Less than one year
 1,185 
 1,425 
Between one and five years
1
 2,601 
 3,075 
More than five years
 1,003 
 1,057 
Future minimum payments
1
 4,789 
 5,557 
1.
Bank and other short-term borrowings (decrease £9m) and lease liabilities (decrease £7m) have been retrospectively adjusted in 2022, in accordance with IFRS 3, to reflect
measurement period adjustments made relating to the Terminix acquisition (see Note B1).
Reconciliation of net change in cash and cash equivalents to net debt:
Non-cash
Non-cash
(fair value
(foreign
changes,
exchange,
Opening
Cash
accruals and
additions
Closing
2023
flows
acquisitions)
and other)
2023
Notes
£m
£m
£m
£m
£m
Bank and other short-term borrowings
(1,345) 
 664 
(106) 
(347) 
(1,134) 
Bank and other long-term borrowings
(3,574) 
 – 
 
 – 
 
 421 
(3,153) 
Lease liabilities
B4
(460) 
 182 
(162) 
(5) 
(445) 
Other investments
 1 
 – 
 
 – 
 
 – 
 
 1 
Fair value of debt-related derivatives
(71) 
 39 
(1) 
 56 
 23 
Gross debt
(5,449) 
 885 
(269) 
 125 
(4,708) 
Cash and cash equivalents in the Consolidated Balance Sheet
 2,170 
(601) 
 – 
 
(7) 
 1,562 
Net debt
(3,279) 
 284 
(269) 
 118 
(3,146) 
Non-cash
Non-cash
(fair value
(foreign
changes,
exchange,
Opening
Cash
accruals and
additions
Closing
2022
flows
acquisitions)
1
and other)
1
2022
1
Notes
£m
£m
£m
£m
£m
Bank and other short-term borrowings
1
(459) 
(121) 
(762) 
(3) 
(1,345) 
Bank and other long-term borrowings
(1,256) 
(2,257) 
 – 
 
(61) 
(3,574) 
Lease liabilities
1
B4
(217) 
 114 
(217) 
(140) 
(460) 
Other investments
 1 
 – 
 
 – 
 
 – 
 
 1 
Fair value of debt-related derivatives
(22) 
(7) 
 19 
(61) 
(71) 
Gross debt
1
(retrospectively adjusted)
(1,953) 
(2,271) 
(960) 
(265) 
(5,449) 
Cash and cash equivalents in the Consolidated Balance Sheet
 668 
 1,591 
 – 
 
(89) 
 2,170 
Net debt
1
(retrospectively adjusted)
(1,285) 
(680) 
(960) 
(354) 
(3,279) 
1.
Bank and other short-term borrowings (decrease £9m) and lease liabilities (decrease £7m) have been retrospectively adjusted in 2022, in accordance with IFRS 3, to reflect
measurement period adjustments made relating to the Terminix acquisition (see Note B1).
The foreign exchange gain on debt and derivatives amounted to £146m (2022: £74m loss). The gain primarily resulted from a weakening
of the euro by 2 cents and a weakening of the US dollar by 6 cents. Included within the net decrease in cash and cash equivalents is £3m
(2022: £4m) cash paid on debt-related foreign exchange forward contracts (which is included within financing activities in the Consolidated
Cash Flow Statement).
The total cash outflow in borrowings of £664m (2022: £2,378m decrease) includes £nil proceeds from new debt (2022: £2,383m) (included in
financing activities), £562m decrease in overdraft (2022: £865m increase), £nil debt repayment (included in financing activities) (2022: £844m),
and £102m settlement of interest accrued (included within operating activities) (2022: £26m).
The derivatives cash outflow of £39m (2022: £7m decrease) includes £3m (2022: £26m inflow) of cash paid on debt-related foreign exchange
swaps (included in financing activities) and £36m (2022: £19m) interest paid (included in operating activities).
The cash outflow of £182m from leases liabilities (2022: £114m) includes £157m (2022: £104m) capital paid (included within financing activities)
and £25m (2022: £10m) interest paid (included in operating activities).
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 £2,943m
(2022: £2,987m) and a fair value of £2,959m (2022: £2,826m).
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
206
Annual Report 2023
The Group operates notional pooling arrangements whereby cash balances and overdrafts held within the same bank have a legal right of offset.
Derivative financial instruments held with the same bank and have a legal right to offset are shown net. The following table shows the effect of
offsetting in the balance sheet due to financial instruments subject to enforceable netting arrangements:
Gross amounts
Net amounts
Amount subject
set off in the
presented in the
to master netting
Gross amount
balance sheet
balance sheet
arrangement
Net amount
2023
2023
2023
2023
2023
Notes
£m
£m
£m
£m
£m
Financial assets
Cash and cash equivalents
 1,562 
 – 
 
 1,562 
(730) 
 832 
Trade and other receivables
 857 
 – 
 
 857 
 – 
 
 857 
Other financial assets
 1 
 – 
 
 1 
 – 
 
 1 
Derivative financial instruments
 70 
 – 
 
 70 
(26) 
 44 
Total
 2,490 
 – 
 
 2,490 
(756) 
 1,734 
Financial liabilities
Trade and other payables
(866) 
 – 
 
(866) 
 – 
 
(866) 
Borrowings
(4,287) 
 – 
 
(4,287) 
 730 
(3,557) 
Lease liabilities
(445) 
 – 
 
(445) 
 – 
 
(445) 
Derivative financial instruments
(48) 
 – 
 
(48) 
 26 
(22) 
Total
(5,646) 
 – 
 
(5,646) 
 756 
(4,890) 
Gross amounts
Net amounts
Amount subject
set off in the
presented in the
to master netting
Gross amount
balance sheet
balance sheet
arrangement
Net amount
2022
1
2022
2022
1
2022
1
2022
1
Notes
£m
£m
£m
£m
£m
Financial assets
Cash and cash equivalents
C3
 2,170 
 – 
 
 2,170 
(1,291) 
 879 
Trade and other receivables
1
A3
 841 
 – 
 
 841 
 – 
 
 841 
Other financial assets
C4
 1 
 – 
 
 1 
 – 
 
 1 
Derivative financial instruments
C6
 21 
 – 
 
 21 
(21) 
 – 
 
Total (retrospectively adjusted)
 3,033 
 – 
 
 3,033 
(1,312) 
 1,721 
Financial liabilities
Trade and other payables
1
A5
(909) 
 – 
 
(909) 
 – 
 
(909) 
Borrowings
1
C2
(4,919) 
 – 
 
(4,919) 
 1,291 
(3,628) 
Lease liabilities
1
B4
(460) 
 – 
 
(460) 
 – 
 
(460) 
Derivative financial instruments
C6
(92) 
 – 
 
(92) 
 21 
(71) 
Total (retrospectively adjusted)
(6,380) 
 – 
 
(6,380) 
 1,312 
(5,068) 
1.
Trade and other receivables (decrease £2m), trade and other payables (increase £13m), bank and other short-term borrowings (decrease £9m) and lease liabilities (decrease £7m) have
been retrospectively adjusted in 2022, in accordance with IFRS 3, to reflect measurement period adjustments made relating to the Terminix acquisition (see Note B1).
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 £15m (2022: £13m) 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 £70m (2022: £69m) of cash held in countries with foreign exchange regulations. This cash is repatriated
to the UK where possible, if not required for operational purposes in country.
Fair value is equal to carrying value for all cash and cash equivalents.
Gross amounts
Gross amounts
2023
2022
£m
£m
Cash at bank and in hand
 1,080 
 1,713 
Money market funds
 153 
 236 
Short-term bank deposits
 329 
 221 
Cash and cash equivalents in the Consolidated Balance Sheet
 1,562 
 2,170 
Bank overdraft
(730) 
(1,291) 
Cash and cash equivalents in the Consolidated Cash Flow Statement
 832 
 879 
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.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
207
Annual Report 2023
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% (2022: nil%) with £nil fixed for six months (2022: £nil) and £1m fixed for six months to one year (2022: £1m). Fair value is equal to carrying
value for all other investments.
Financial assets are denominated in the following currencies:
2023
2022
£m
£m
Pound sterling
 1 
 1 
Other
 21 
 23 
 22 
 24 
Analysed as follows:
Current portion
 1 
 1 
Non-current portion
 21 
 23 
 22 
 24 
None of the financial assets are either past due or impaired in 2023 (2022: none).
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 2023:
US dollar net investment hedge relationship: $2,091m (2022: $2,091m) cross-currency swaps notional, $459m (2022: $700m) loan notional, and
$206m (2022: $274m) cross-currency swaps future interest cash flows have been used to hedge $2,756m (2022: $3,065m) of the net assets
of the US operating subsidiaries. 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: €343m (2022: €577m) bonds are used to hedge the net assets of the euro operating subsidiaries
totalling €343m (2022: €577m). 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: AUDnil (2022: AUD8m) overdraft is used to hedge AUDnil (2022: 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 (2022: JPY1,925m) cross-currency swap notional and JPY27m (2022: JPY55m)
cross-currency swaps future interest cash inflows have been used to hedge JPY1,898m (2022: 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.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
208
Annual Report 2023
During the year there was no gain or loss (2022: £1m loss) 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
so due to the Group’s policy of only using counterparties with a credit rating of A- and above.
For the year ended 31 December 2023, the amount in comprehensive income related to net investment hedge accounting was a gain of £109m
(2022: £68m loss).
The effect of the foreign currency-related hedging instruments on the Group’s financial position and performance is shown in the table below:
2023
Change in
Weighted
Carrying
fair value of
Change in fair
average
amount at
Notional
outstanding
value of
foreign
year end date
amount
Maturity
Hedge
instrument
hedged item
Ineffectiveness
exchange rate
Hedging instruments
Currency
£m
£m
date
ratio
£m
£m
£m
for the year
Cross-currency swaps
 USD 
 9 
(1,641) 
 November 2024
 1:1 
 114 
 114 
 – 
 
 1.250 
– October 2028 
Cross-currency swaps
 JPY 
 1 
(11) 
 November 2024 
 1:1 
 1 
 1 
 – 
  167.269 
Bonds
 EUR 
(298) 
(298) 
 June 2027 –
 1:1 
 6 
 6 
 – 
 
 1.162 
June 2030 
Term loan
 USD 
(360) 
(360) 
 October 2025 
 1:1 
 9 
 9 
 – 
 
 1.110 
2022
Change in
Weighted
Carrying
fair value of
Change in fair
average
amount at
Notional
outstanding
value of
foreign
year end date
amount
Maturity
Hedge
instrument
hedged item
Ineffectiveness
exchange rate
Hedging instruments
Currency
£m
£m
date
ratio
£m
£m
£m
for the year
Cross-currency swaps
 USD 
(105) 
(1,728) 
 November 2024
 1:1 
(109) 
(108) 
(1) 
 1.250 
– October 2028 
Cross-currency swaps
 JPY 
 – 
 
(12) 
 November 2024 
 1:1 
 – 
 
 – 
 
 – 
 
 137.071 
Bonds
 EUR 
(510) 
(510) 
 June 2027 –
 1:1 
(22) 
(22) 
 – 
 
 1.154 
June 2030 
Term loan
 USD 
(579) 
(579) 
 October 2025 
 1:1 
 60 
 60 
 – 
 
 1.152 
Overdraft
 AUD 
(5) 
(5) 
 n/a 
 1:1 
 – 
 
 – 
 
 – 
 
 1.819 
The amount in net investment hedge reserves related to continuing hedges is a gain of £16m (2022: £91m loss), and the amount related to
discontinued hedges is £nil (2022: £nil).
The change in fair value of the outstanding hedging instrument differs from the amount recognised in OCI during the year due to the impact
of currency basis (excluded from the hedge relationship) and the foreign exchange impact of realised interest on the hedging instrument
(not reflected in the fair value change).
(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 210) 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.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
209
Annual Report 2023
Any ineffectiveness on the cash flow hedge is taken directly to finance costs. During the year there was a gain of £1m (2022: loss of £1m) from
those derivatives in a cash flow hedge relationship. 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 (2022: €400m) of the €400m 2024 bond, €500m (2022: €500m) of the €500m 2026
bond, €421m (2022: €421m) of the €850m 2027 bond, and €600m (2022: €600m) 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 2023,
the amount in comprehensive income related to cash flow hedge accounting was a gain of £3m (2022: £6m loss).
Cash flow hedge accounting has been applied to $350m (2022: $nil) of the $700m term loan. The interest rate swaps are used as hedging
instruments to hedge the volatility in the SOFR interest rate of the term loan. For the year ended 31 December 2023, the amount in
comprehensive income related to cash flow hedge accounting was £nil (2022: £nil).
The effect of the foreign currency related hedging instruments on the Group’s financial position and performance is shown in the table below:
2023
Change in
Weighted
Carrying
fair value of
Change in fair
average
amount at
Notional
outstanding
value of
foreign
year end date
amount
Maturity
Hedge
instrument
hedged item
Ineffectiveness
exchange rate
Hedging instruments
Currency
£m
£m
date
ratio
£m
£m
£m
for the year
Cross-currency swaps
 EUR 
 13 
 1,668 
 November 2024
 1:1 
(21) 
(21) 
 – 
 
 1.150 
– October 2028 
Interest rate swaps
 USD 
 1 
 275 
 September 2024 
 1:1 
 1 
 – 
 
 1 
 – 
2022
Change in
Weighted
Carrying
fair value of
Change in fair
average
amount at
Notional
outstanding
value of
foreign
year end date
amount
Maturity
Hedge
instrument
hedged item
Ineffectiveness
exchange rate
Hedging instruments
Currency
£m
£m
date
ratio
£m
£m
£m
for the year
Cross-currency swaps
 EUR 
 34 
 1,700 
 November 2024
 1:1 
 60 
 61 
(1) 
 1.150 
– October 2028 
The amount in cash flow hedge reserves related to continuing hedges is a gain of £6m (2022: £3m gain), and the amount related to discontinued
hedges is £nil (2022: £nil).
The change in fair value of the outstanding hedging instrument differs from the amount recognised in OCI during the year due to the impact of
currency basis (excluded from the hedge relationship) and the spot retranslation element of the fair value movement (which offsets the hedged
item in the profit or loss).
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.
Hierarchy
Financial instrument
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 weighted average cost of capital
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
210
Annual Report 2023
Fair value
Fair value
Fair value
Fair value
assets
liabilities
assets
liabilities
2023
2023
2022
2022
£m
£m
£m
£m
Interest rate swaps (level 2):
– non-hedge
 – 
 
(1) 
 – 
 
 – 
 
– net investment hedge
 37 
(27) 
 15 
(120) 
– cash flow hedge
 24 
(11) 
 36 
(2) 
Foreign exchange swaps (level 2):
– non-hedge
 1 
 – 
 
 – 
 
 – 
 
 62 
(39) 
 51 
(122) 
Analysed as follows:
Current portion
 5 
(23) 
 – 
 
 – 
 
Non-current portion
 57 
(16) 
 51 
(122) 
Derivative financial instruments
 62 
(39) 
 51 
(122) 
Contingent consideration (including put option liability) (level 3)
 – 
 
(76) 
 – 
 
(70) 
Analysed as follows:
Current portion
 – 
 
(36) 
 – 
 
(32) 
Non-current portion
 – 
 
(40) 
 – 
 
(38) 
Other payables 
 – 
 
(76) 
 – 
 
(70) 
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 £71m (2022: £21m) and net derivative liabilities £48m (2022: £92m).
The effective nominal value of foreign exchange swaps is £27m asset (2022: £17m liability) and foreign exchange forwards is £nil (2022: £nil).
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.
Contingent
Contingent
consideration
consideration
2023
2022
£m
£m
At 1 January
 70 
 75 
Exchange differences
(3) 
(2) 
Acquisitions
 41 
 18 
Payments
(28) 
(24) 
Revaluation of put option through equity
(4) 
 3 
At 31 December 
 76 
 70 
Fair value is equal to carrying value for all other trade and other payables.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
211
Annual Report 2023
The table below analyses the Group’s undiscounted cash flows on borrowings and 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
Between
More than
1 year
1 and 5 years
5 years
Total
£m
£m
£m
£m
At 31 December 2023
Non-derivative financial instruments
Borrowings
(1,209) 
(2,601) 
(1,003) 
(4,812) 
(1,209) 
(2,601) 
(1,003) 
(4,812) 
Derivative financial instruments
Cross-currency interest rate swaps:
– outflow
(454) 
(1,707) 
 – 
 
(2,162) 
– inflow
 400 
 1,703 
 – 
 
 2,103 
Interest rate swaps:
– outflow
(21) 
 – 
 
 – 
 
(21) 
– inflow
 31 
 – 
 
 – 
 
 31 
Foreign exchange swaps:
– outflow
(140) 
 – 
 
 – 
 
(140) 
– inflow
 140 
 – 
 
 – 
 
 140 
(44) 
(4) 
 – 
 
(49) 
Net outflow
(1,253) 
(2,605) 
(1,003) 
(4,861) 
At 31 December 2022
Non-derivative financial instruments
Borrowings
(1,425) 
(3,003) 
(1,057) 
(5,486) 
(1,425) 
(3,003) 
(1,057) 
(5,486) 
Derivative financial instruments
Cross-currency interest rate swaps:
– outflow
(64) 
(1,369) 
(549) 
(1,982) 
– inflow
 20 
 1,264 
 534 
 1,818 
Interest rate swaps:
– outflow
(1) 
(3) 
 – 
 
(4) 
– inflow
 10 
 9 
 – 
 
 19 
Foreign exchange swaps:
– outflow
(15) 
 – 
 
 – 
 
(15) 
– inflow
 15 
 – 
 
 – 
 
 15 
(35) 
(99) 
(15) 
(149) 
Net outflow
(1,460) 
(3,102) 
(1,072) 
(5,635) 
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
212
Annual Report 2023
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
Drawn at
Interest rate
Facility
Drawn at
Interest rate
amount
year end
Headroom
at year end
amount
year end
Headroom
at year end
2023
2023
2023
2023
2022
2022
2022
2022
£m
£m
£m
%
£m
£m
£m
%
Non-current
$700m term loan due October 2025
 550 
 550 
 – 
 
 5.94 
 579 
 579 
 – 
 
 4.90 
$1.0bn RCF due October 2028
 785 
 – 
 
 785 
 0.14 
 827 
 – 
 
 827 
 0.14 
The RCF was undrawn throughout 2022 and 2023. There are no financial covenants on the RCF or any other debt facility.
Medium-term notes and bond debt comprises:
Bond interest
Effective hedged
Bond interest
Effective hedged
coupon
interest rate
coupon
interest rate
2023
2023
2022
2022
Current
€400m bond due November 2024
 Fixed 0.950% 
 Fixed 3.60% 
 Fixed 0.950% 
 Fixed 3.21% 
Non-current
€500m bond due May 2026
 Fixed 0.875% 
 Fixed 2.80% 
 Fixed 0.875% 
 Fixed 1.78% 
€850m bond due June 2027
 Fixed 3.875% 
 Fixed 5.01% 
 Fixed 3.875% 
 Fixed 3.98% 
€600m bond due October 2028
 Fixed 0.500% 
 Fixed 2.23% 
 Fixed 0.500% 
 Fixed 1.30% 
€600m bond due June 2030
 Fixed 4.375% 
 Fixed 4.48% 
 Fixed 4.375% 
 Fixed 4.38% 
£400m bond due June 2032
 Fixed 5.000% 
 Fixed 5.20% 
 Fixed 5.000% 
 Fixed 5.11% 
Average cost of bond debt at year-end rates
3.97%
3.28%
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
2023
2022
2021
Note
£m
£m
£m
Hedged interest payable on medium-term notes issued
1
 61 
 39 
 10 
Interest payable on bank loans and overdrafts
1
 42 
 5 
 3 
Interest payable on RCF
1
 3 
 1 
 1 
Interest payable on foreign exchange swaps
2
 44 
 19 
 14 
Interest payable on leases
B4
 25 
 10 
 6 
Amortisation of discount on provisions
 14 
 3 
Fair value loss on hedge ineffectiveness
 – 
 
 2 
Total finance cost
 189 
 79 
 34 
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 £55m (2022: £26m). £12m has been reported in other comprehensive income due
to hedge accounting (2022: £8m).
C9. Finance income
2023
2022
2021
Note
£m
£m
£m
Bank interest received
 25 
 5 
 1 
Fair value gain on hedge ineffectiveness
 1 
 22 
Foreign exchange gain on translation of foreign assets/liabilities
 11 
 – 
 
Hyperinflation accounting adjustment
 11 
 22 
 3 
Total finance income
 48 
 49 
 4 
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
213
Annual Report 2023
D. Other
D1. Dividends
Dividend distribution to the Company’s shareholders is recognised as a liability in the Consolidated Financial Statements in the period in which
the dividends are approved by the Company’s shareholders. Interim dividends are recognised when paid.
2023
2022
2021
£m
£m
£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
2022 final dividend paid – 5.15p per share
131
2023 interim dividend paid – 2.75p per share
70
201
122
139
An interim dividend of 2.75p per share was paid on 11 September 2023 amounting to £70m. A final dividend in respect of 2023 of 5.93p per share
is to be proposed at the Annual General Meeting on 8 May 2024.
The aggregate amount of the proposed dividend to be paid out of retained earnings at 31 December 2023, but not recognised as a liability at year
end, is £150m (2022: £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 and does not hold any shares in treasury.
During the year, 2,500,000 new shares were issued in relation to employee share schemes.
2023
2022
£m
£m
Issued and fully paid
At 31 December – 2,522,539,885 shares (2022: 2,520,039,885)
25
25
D3. Contingent liabilities
The Group has contingent liabilities relating to guarantees in respect of leasehold properties, pensions, third parties, tax, and litigation.
The Group also has contingent liabilities for the management or remediation of environmental issues. These issues tend to be complex to
determine and resolve and may be material, although it is often not possible to accurately predict future costs reliably. 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 Team. Their compensation is shown below:
2023
2022
2021
£m
£m
£m
Salaries and other short-term employee benefits
6
7
6
Post-employment benefits
2
1
Share-based payments
2
5
3
10
12
10
Joint ventures and associate entities
Nippon Calmic Limited (49%), Boecker Public Safety Services – Qatar W.L.L. (24.5%) and Boecker Public Health Services Limited (30%) were
associates during 2022 and 2023. 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.
D5. Post balance sheet events
There have been no significant post balance sheet events affecting the Group since 31 December 2023.
Rentokil Initial plc
214
Annual Report 2023
Related Undertakings
Subsidiaries and other associated undertakings at 31 December 2023
Subsidiaries:
% held by
Group
Company name
Share class
companies
Argentina
Calle 70 No. 2720, Necochea city, Province of Buenos Aires, Argentina
Ecotec Interocéanica S.A.
Ordinary
100%
Australia
Level 3/153 Flinders Street, Adelaide SA 5000, Australia
Allstate Holdings (SA) Pty Ltd
1
Ordinary
100%
Allstate Pest Control Pty Ltd
1
Ordinary
100%
Allstate Services Pty Ltd
1
Ordinary
100%
Unit A1, 3-29 Birnie Ave, 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 Initial Track Spray Pty Ltd
1
Ordinary
100%
Rentokil Pest Control (QLD) Pty Limited
Ordinary
100%
Rentokil Pest Holdings Pty Limited
Ordinary
100%
Rentokil Pty Limited
Ordinary
100%
Austria
Brown-Boveri-Straße 8/2/8, 2351, Wiener Neudorf, Austria
Rentokil Initial GmbH
Ordinary
100%
Bahamas
5th Terrace Centreville, P.O. Box N-1388, Nassau, New Providence,
Bahamas
Rentokil Initial (Bahamas) Limited
Ordinary
100%
Tropical Exterminators (Holdings) Limited
Common
100%
Tropical Exterminators Limited
Common
100%
Barbados
One Welches, Welches St. Thomas, Barbados
Rentokil Initial (Barbados) Limited
Ordinary
100%
Belgium
Brandekensweg 2, Schelle, 2627, Belgium
Ambius N.V.
Ordinary
100%
Initial Belux N.V.
Ordinary
100%
Rentokil N.V.
Ordinary
100%
Brazil
Rua Maria Braga Lima Dias, Alto Cajueiros, Macaé, Rio de Janeiro, 120,
Brazil
Ativa Controle Ambiental Ltda
Ordinary
100%
Avenida Afonso Pena, nº 808, Santos, 11020-004, Brazil
Ecotec Brasil Tratamentos Fitossanitários
Ordinary
100%
Ltda
Rua Professor José Vieira de Mendonça, 770, Sala 308,
Belo Horizonte, Estado de Minas Gerais, Brazil
Ecovec Comercio E Licenciamento
De Tecnologias Ltda
Ordinary
100%
Rua Torrinha 171, Bairro Parque da Figueira, Campinas, CEP 13040-310,
Brazil
Impacto Controle de Pragas Ltda.
1
Ordinary
100%
% held by
Group
Company name
Share class
companies
Rua Francisco Gonçalo, 16, Loja A, Bairro Pires Façanha, Eusébio,
Ceará, CEP 61775-070
Protecta Manejo Integrado de Pragas Ltda
1
Ordinary
100%
Avenida Ceci, 348, Fundos, Centro Empresarial Tambore, CEP
06460-120, Barueri -SP, Brazil
Rentokil Initial Do Brasil Ltda
Ordinary
100%
Rua Carlos de Laet, 3.443, Boqueirão, Curitiba, Paraná, 81650-040,
Brazil
União Sul Controle de Pragas Ltda ME
Ordinary
100%
Brunei Darussalam
Unit D1 & D1-1 Block D, Bangunan Hj Lajim & Anak-anak, Kampong
Kiarong, Gadong B, Brunei Muara, BE1318, Brunei Darussalam
Rentokil Initial (B) Sdn Bhd
Non-
100%
redeemable
preference
shares
Ordinary
90%
Unit D3, Bangunan Hj Lajim & Anak-anak, Kampong Kiarong,
Gadong B, Brunei Muara, BE1318, Brunei Darussalam
Rentokil Initial South East Asia Sdn Bhd
1
Ordinary
90%
Canada
1222 Lesperance Road, Tecumseh ON N8N 1X5, Canada
Copesan Services Canada Inc.
Interest
100%
Suite 900, 1959 Upper Water Street, Halifax NS B3J 2X2, Canada
Rentokil Canada Corporation
Common
100%
Class A
Common
100%
Class B
243-945 av. Newton, Québec G1P4M3, Canada
Terminix Canada Ltd.
Common
100%
Chile
Av. Víctor Uribe No 2080 Quilicura Santiago, Chile
Comercializadora de Insumos y Servicios
Social Rights
100%
Mauco Limitada
Ingeclean S.A
Ordinary
100%
Rentokil Initial Chile SpA
Ordinary
100%
El Trapiche No.1322, Galpón No 4, Codominio Pacific, Coquimbo, Chile
Control De Plagas Hidalgo Y Rodriguez
Ordinary
100%
Limitada
Av. El Bosque PC 12 Lo Boza dpto, B05 Pudahuel, Santiago, Chile
Desan SPA
Ordinary
100%
Av. El Salto, Santiago, 4001, Chile
Ingeniería en Sanitización S.A
Ordinary
100%
San Martin, Los Ángeles, N° 399, Chile
Plaguisur Limitada
Ordinary
100%
Av. Pdte Ibañez 352, Puerto Montt, Chile
Sociedad Comercial 7 Plagas Limitada
1
Ordinary
100%
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
215
Annual Report 2023
% held by
Group
Company name
Share class
companies
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) Ltd
Ordinary
100%
Colombia
Cr 42A 80B 07, Barranquilla, Colombia
Colplagas S.A.S
Ordinary
100%
Calle 162# 20-08, Bogota, Colombia
Continental De Fumigaciones S.A.S.
Ordinary
100%
Cr 20 No 162-11, Colombia
Fumigaciones Young S.A.S.
Ordinary
100%
Calle 15 Sur, No 48-130 Medellin, Antioquia, Colombia
Fumigax S.A.S.
Ordinary
100%
Carrera 19B No 164A-81, Bogota, Colombia
Rentokil Initial Colombia S.A.S.
Common
100%
Costa Rica
San Jose-Escazu San Rafael, Terraforte Building Second Floor,
Cordero, Cordero Abogados, Costa Rica
Decolim Limitada
Common
100%
Avenida 18, calles 17 y 19, edificio 47, Barrio Luján, San José, Costa Rica
Fumigadora Control Tecnico De Plagas S.A.
Common
100%
Curaçao
Parke Komersial Korsou, A 24 Veeris, Curacao
Chuchubi Pest Control N.V.
Common
100%
Czech Republic
Praha 2, Vyšehradská 1349/2, Prague, PSČ 12800, Czech Republic
Rentokil Initial s.r.o.
Ordinary
100%
Denmark
Paul Bergsoes 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, San Salvador, 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, Karl Grant Street, Mbabane, Eswatini
RI Swaziland (Pty) Ltd
Ordinary
100%
% held by
Group
Company name
Share class
companies
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
ZA Bertoire II 14, avenue René Dumont, 13410, LAMBESC, France
ABAIPRO
Ordinary
100%
209 rue de la Belle Etoile, 95700, Roissy-en-France, France
Ambius SAS
Ordinary
100%
6, rue Livio, 67100, Strasbourg, France
CAWE FTB Group SAS
Ordinary
100%
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%
39-53 boulevard Ornano Immeuble Pleyad 3, 93200, Saint-Denis,
France
Rentokil Initial Environmental Services SAS
Ordinary
100%
Rentokil Initial SAS
Ordinary
100%
ZAC des Epineaux 7, avenue Louis Blériot 95740 FRÉPILLON, France
Technivap SAS
Ordinary
100%
French Guiana
PAE de Degrad des cannes, Remire-Montjoly, 97354, French Guiana
Rentokil Initial Guyane SARL
Ordinary
100%
Germany
Amselweg 20, 87480, Weitnau, Germany
G.S.D. Gesellschaft für
Ordinary
100%
Schädlingsbekämpfung u. Desinfektion mbH
Piderits Bleiche 11, 33689, Bielefeld, Germany
Medentex GmbH
Ordinary
100%
Rentokil Dental GmbH
Ordinary
100%
Wittener Str. 56, 44789 Bochum, Germany
Preventa Schadlingsbekampfung GmbH
Ordinary
100%
Heuesch 1, 49808 Lingen (Ems), Germany
Rentokil Holdings GmbH
Ordinary
100%
Rentokil Initial Beteiligungs GmbH
Ordinary
100%
Rentokil Initial GmbH & Co. KG
Ordinary
100%
Seemann Schädlingsbekämpfung und
Holzschutz GmbH & Co.KG
Ordinary
100%
An der Ziegelei, 47 27383, Scheeßel-Westerholz, Germany
S & A Service und Anwendungstechnik
Ordinary
100%
GmbH
Ghana
43 Cashew Road, Okpoi Gonno, Park Street, Accra, P. O. BOX 8747,
Ghana
Rentokil Initial Ghana Limited
Ordinary
100%
Related Undertakings
continued
Rentokil Initial plc
216
Annual Report 2023
% held by
Group
Company name
Share class
companies
Greece
7 Aristotelous Street, Tavros, Athens, 177 78, Greece
Rentokil Initial Hellas EPE
Ordinary
100%
Guadeloupe
7 Allee des Papillons, Dothemare, Abymes, 97139, Guadeloupe
Pole Hygiene et Recyclage Group SAS
1
Ordinary
100%
6 Allee des Papillons, Dothemare, Abymes, 97139, Guadeloupe
Rentokil Initial Guadeloupe Sarl
Ordinary
100%
131 ZA de Calbassier, Basse-Terre, 97100, Guadeloupe
SOS Guadeloupe Traitement Sarl
Ordinary
100%
Guatemala
9 Av. 39-97, Zona 8, Ciudad Guatemala, Guatemala
Servicios Agricolas Profesionales Sociedad
Ordinary
100%
Anonima
Guernsey
P O 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
Colonia Palmira, Avenida Republica de Argentina, N 2017, Tegucigalpa
Honduras, 11101, Honduras
Compania de Servicios e Inversiones
Ordinary
100%
SVM Honduras, S. de R.L.
Compania de Servicios SVM Olympus,
Ordinary
100%
S. de R.L.
Compania de Servicios SVM Progressive,
Ordinary
100%
S. de R.L.
Compania de Servicios SVM Technicians,
Ordinary
100%
S. de R.L.
Compania de Servicios SVM Vanguard,
Ordinary
100%
S. de R.L.
San Pedro Sula, Departamento de Cortes, San Pedro Sula, Honduras
Sagrip Honduras S.A.
Nominative
100%
Hong Kong
23/F, Westin Centre, 26 Hung to Road, Kwun Tong, Kowloon,
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, Maharashtra, 400 104, India
Corporate Millennium Hygiene Solutions
Ordinary
100%
Private Limited
Rentokil Initial Hygiene India Private Limited
Ordinary
100%
Villa No.3, Crescent Villa, Candolim, Goa, 403515, India
PCI Pest Control Private Limited
Ordinary
65%
4
% held by
Group
Company name
Share class
companies
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 A
100%
Common B
100%
PT. Rentokil Indonesia
Common A
100%
Common B
100%
Gedung JDC Lt.6, Jl. Gatot Subroto Kav. 53 Petamburan, Tanah Abang,
Jakarta Pusat, Indonesia
PT Wesen Indonesia
Ordinary
100%
Republic of Ireland
Hazel House, Millennium Park, Naas, County Kildare, 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
€0.0075
100%
Ordinary A
€0.0075
100%
Ordinary
€0.01
100%
Ordinary
Opposite Rosary Place, Castleredmond, Midleton, Co. Cork, Midleton,
Ireland
Ronaldon Limited
Ordinary
100%
Israel
13 Hadid 7313500, Israel
Eitan Amichai Pest Management IPM Ltd
Ordinary
100%
Yarokologi Ltd.
Ordinary
100%
Italy
Via Laurentina km. 26,500, 157 a/c, 00071, Pomezia, Italy
Rentokil Initial Italia SpA
Ordinary
100%
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, Roac C, Off Enterprise Road Industrial
Area, Nairobi, Kenya
Rentokil Initial Kenya Limited
Ordinary
100%
Republic of Korea
2nd Floor, Korea Disaster Relief Association, 371-19 Sinsu-Dong,
Mapo-Gu, Seoul, Korea, 121-856, Republic of Korea
Rentokil Initial Korea Ltd
Common
100%
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
217
Annual Report 2023
% held by
Group
Company name
Share class
companies
Lebanon
Boecker Building, Plot no. 3309, Ain El Remmaneh, Beirut, Lebanon
Boecker International SAL (Offshore)
Ordinary
100%
Adonis Building, Bechara el Khoury, Beirut, Lebanon
Boecker Public Health s.a.l
Ordinary
100%
Boecker Building, Plot no. 3309, Ain El Remmaneh, Beirut, Lebanon
Boecker World (Holding) s.a.l.
Ordinary
100%
Libya
Janzour, Tripoli, Libya
Rentokil Delta Libya for Environmental
Ordinary
65%
Protection JSCO
Lithuania
Drobės g. 62, LT-45181, Kaunas, Lithuania
Dezinfa, UAB
Ordinary
100%
Luxembourg
Rue de la Chapelle 47, 4967, Clemency, Luxembourg
R-Control Desinfections SA
Ordinary
100%
Rentokil Luxembourg Sarl
Ordinary
100%
6 Rue Eugène Ruppert, L-2453, Luxembourg
SVM Finance Luxembourg 1 S.a.r.l.
Ordinary
100%
6 Rue Eugène Ruppert, L-2453, Luxembourg
SVM Finance Luxembourg 2 S.a.r.l.
Ordinary
100%
Malawi
Plot No. LE 377, Patridge Avenue, Limbe, P O 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
60%
Shares
Martinique
Soudon, Le Lamentin, 97232, Martinique
Rentokil Initial Martinique Sarl
Ordinary
100%
Mexico
Calle Sauce 29, Col. Santa Maria La Ribera, Delegación Cuauhtemoc,
CDMX , 06400, Mexico
Control Vifer, S.A. de C.V.
Ordinary A
100%
Ordinary B
100%
Servicios de Plagas Terminix, S.A. de C.V.
Ordinary A
100%
Ordinary B
100%
Terminix International S.A. de C.V.
Ordinary A
100%
Ordinary B
100%
Juan Álvarez #482, Colonia Centro, Monterrey, N.L., 64000, Mexico
Balance Urbano Control de Plagas S.A. de CV
Ordinary
100%
Calle 29, No. 210 Col. Garcia Gineres, Merida, Yucatán, 97070, Mexico
Personal Profesional de Pesticidas S.A.
Ordinary
100%
de C.V.
% held by
Group
Company name
Share class
companies
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 77, 2491 AC, Den Haag, Netherlands
B.V. Rentokil Funding
Ordinary A
100%
BET (Properties) B.V.
Ordinary
100%
BET Finance B.V.
Ordinary
100%
Holland Reconditionering B.V.
Ordinary
100%
Rentokil Initial Finance B.V.
Ordinary
100%
Rentokil Initial International B.V.
Ordinary
100%
Rentokil Initial Overseas (Holdings) B.V.
Ordinary
100%
Ravenswade 54-S, 3439, Nieuwegein, LD, Netherlands
Rentokil Initial 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
Rentokil Forsikring AS
Ordinary
100%
Rentokil Initial Norge AS
Ordinary
100%
Skadedyrbutikken AS
Ordinary
100%
Pakistan
S-2 Commercial, 2nd Floor, Lalik Jan Chowk, Phase II, Lahore,
Cantonment, Punjab, Pakistan
C-Shine Sustainable Solutions (Private)
Ordinary
70%
Limited
Peru
Calle 23 Mza, Z-1 Lote 9, Villa El Salvador, Peru
Ingeclean Peru S.A.C
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
Ordinary
100%
Portugal
EN 115, Km 78,67, 2664-502, São Julião do Tojal, Portugal
Rentokil Initial Portugal – Servicos de
Ordinary
100%
Proteccao Ambiental, Lda.
Puerto Rico
1125 Berkshire Blvd, Suite 150, Reading PA 19610, United States
Rentokil of Puerto Rico, Inc.
Common
100%
Related Undertakings
continued
Rentokil Initial plc
218
Annual Report 2023
% held by
Group
Company name
Share class
companies
Saudi Arabia
King Abdul Aziz Road, Suliemaniyah, Riyadh, 12243, Saudi Arabia
BET Trading LLC
Ordinary
100%
4477 King Abdul Aziz Road, Suleimaniya, Unit 2 Riyadh KSA,
Saudi Arabia
Boecker Public Health Saudia Company
Ordinary
100%
Limited
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
16 Jalan Mesin, Singapore, 368815, Singapore
Rentokil Initial Asia Pacific Management
Ordinary
100%
Pte Ltd
Rentokil Initial Singapore Private Limited
Ordinary
100%
Slovakia
Kopcianska 10, Bratislava, 851 01, Slovakia
Rentokil Initial s.r.o.
Ordinary
100%
South Africa
Unit D12 Connaught Park, Riley Road, Beaconvale, Parow, 7000,
South Africa
Cannon Hygiene (SA) Proprietary Limited
Ordinary
100%
2 Stigant Road, Claremont, Cape Town, 7708, South Africa
Newshelf 1232 (Pty) Ltd
Preference
100%
Rentokil Initial (Proprietary) Limited
Ordinary
100%
Rentokil Initial Dikapi JV (Pty) Limited
Ordinary
59%
Spain
C/ Monasterio de Nájera 1, 50002, Zaragoza, Spain
Desinfecciones Bionext, S.L.
1
Ordinary
100%
C/ Mar Mediiterráneo 1, 28830 San Fernando de Henares, Madrid,
Spain
Initial Gaviota S.A.U
Ordinary
100%
Rentokil Initial Espana SA
Ordinary A
100%
Ordinary B
100%
Ordinary C
100%
Polígono Industrial “Pla de Vallonga”, Calle Meteorito, 59 – Alicante,
Spain
Lokimica S.A
Ordinary
100%
Calle de la Nena Casas, 71, 08017, Barcelona, Spain
Servicios Depec S.L.
Ordinary
100%
C/ Palanca 34 Local Calle, 28045, Madrid, Spain
Tecnologia y Desarrollo Medioambiental,
Ordinary
100%
S.L.
1
Sri Lanka
No. 307, Negombo Road, Peliyagoda, Sri Lanka
Rentokil Initial Ceylon (Private) Limited
Ordinary
100%
Sweden
Avestagatan 61, SE 163 53 Spanga, Sweden
Ambius AB
Ordinary
100%
Rent a Plant Interessenter AB
Ordinary
100%
Rentokil AB
Ordinary
100%
Sweden Recycling AB
Ordinary
100%
% held by
Group
Company name
Share class
companies
c/o Nomor AB, Tusbystråket 1B, 191 61, Sollentuna, Sweden
Nomor AB
Ordinary
100%
Nomor Försăkring AB
Ordinary
100%
Nomor Holding AB
Ordinary
100%
Terminix Nomor AB
Ordinary
100%
Switzerland
Hauptstrasse 3, 4625 Oberbuchsiten, Oberbuchsiten, Switzerland
Rentokil Schweiz AG
Ordinary
100%
Taiwan
14F-1, No. 26, Ln. 61, Sec. 1,, Guangfu Rd., Sanchong Dist., New Taipei
City, Taiwan (Province of China)
Initial Hygiene Co Ltd
Ordinary
100%
Rentokil Co., Limited
Ordinary
100%
Tanzania
1st Floor, Opal Place, 77 Haile Selassie Road, Masaki, P.O. Box 21184,
Dar es Salaam, Tanzania
Initial Hygiene (T) Limited
Ordinary
100%
Thailand
160 Vibhavadi Rangsit Road, Khwaeng Ratchadapisek, Khat Dindaeng,
Thailand, 10400, Thailand
Cannon Pest Management Co. Ltd
Ordinary
100%
Rentokil Initial (Thailand) Ltd
Ordinary
100%
Trinidad and Tobago
Field no. 82, KK-LL, Aranguez South, Trinidad and Tobago
Rentokil Initial (Trinidad) Limited
Ordinary
100%
Tunisia
Technopole Textile, SAHLINE, NEOTEX, MONASTIR, Sahline, 5012,
Tunisia
CAP Tunis
Ordinary
100%
Turkey
1201/1 sok. No:2 Kat:3 D:301-302 Su Plaza, Yenişehir, Konak, Izmir,
Turkey
Rentokil Initial Çevre Sağlığı Sistemleri
Ordinary
100%
Ticaret ve Sanayi A.Ş
Uganda
Plot No 2012, Kalinabiri Road, Ntinda, Kampala, Uganda
Rentokil Initial Uganda Limited
Ordinary
100%
United Arab Emirates
Office number 1403, PO Box 41999, TECOM, Al Barsha Heights, Dubai,
United Arab Emirates
Boecker Food Safety L.L.C.
Ordinary
100%
Al Shafar Tower 1, 14th floor, office No. 1401, TECOM, Al Barsha
Heights, Dubai, United Arab Emirates
Boecker Pest Control L.L.C.
Ordinary
100%
Boecker Public Health Pest Control
Ordinary
100%
Equipment Trading L.L.C.
Rentokil Initial Pest Control LLC
Ordinary
100%
Office 5, M26, Mussafah, Abu Dhabi, United Arab Emirates
National Pest Control LLC
Ordinary
100%
7122 228/M AL, Shop #G4, Al Manakh, Sharjah, United Arab Emirates
National Pest Control Per Person
Ordinary
100%
Company LLC
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
219
Annual Report 2023
% held by
Group
Company name
Share class
companies
United Arab Emirates (continued)
Al Suhyeen, Rolla, Office 205, Sharjah, United Arab Emirates
Specialist Int. Pest Control LLC
Ordinary
100%
United Kingdom
Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, UK
AW Limited
Ordinary
100%
B.E.T. Building Services Limited
Ordinary
100%
BET (No.18) Limited
Ordinary
100%
Deferred
100%
BET Environmental Services Ltd
Ordinary
100%
BET Pension Trust Limited
Ordinary
100%
BPS Offshore Services Limited
2
Ordinary
100%
Broadcast Relay Service (Overseas) Limited
2
Ordinary
100%
Castlefield House Limited
Ordinary
100%
Chard Services Limited
Ordinary
100%
CHL Legacy Limited
2
Ordinary
100%
Contemporary Plant Designs Limited
1,2
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
2
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%
Interior Contracts (UK) Limited
1,2
Ordinary
100%
Kent Tropical Interiors Limited
1,2
Ordinary A
100%
Ordinary B
100%
Manor Planting Ltd
1,2
Ordinary
100%
Nature At Work Limited
1,2
Ordinary
100%
Newman's Plants Limited
1,2
Ordinary A
100%
Ordinary B
100%
Ordinary C
100%
Opel Transport & Trading Company Limited
Ordinary
100%
Paul Lomax Limited
1,2
Ordinary A
100%
Ordinary B
100%
Ordinary C
100%
Peter Cox Limited
Ordinary A
100%
Plant Nominees Limited
Ordinary
100%
1,2
Prime Projects International Limited
Ordinary
100%
Prokill (UK) Ltd
Ordinary A
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) Ltd
Ordinary
100%
Rentokil Initial (1896) Limited
Ordinary
100%
Rentokil Initial (1993) Limited
2
Ordinary
100%
Rentokil Initial 1927 plc
Ordinary
100%
Rentokil Initial Americas Limited
2
Ordinary
100%
Rentokil Initial Asia Pacific Limited
2
Ordinary
100%
Rentokil Initial Brazil Limited
2
Ordinary
100%
Rentokil Initial Finance Limited
2
Ordinary
100%
Rentokil Initial Holdings Limited
2
Ordinary
100%
Rentokil Initial Investments South Africa
2
Ordinary
100%
Rentokil Initial Pension Trustee Limited
Ordinary
100%
Rentokil Initial Services Limited
Ordinary
100%
Rentokil Initial UK Ltd
Ordinary
100%
Rentokil Insurance Limited
Ordinary
100%
Rentokil Limited
2
Ordinary
100%
Rentokil Overseas Holdings Limited
2
Ordinary
100%
% held by
Group
Company name
Share class
companies
Rentokil Property Care Limited
Ordinary
100%
Rentokil Property Holdings Limited
2
Ordinary
100%
RI Dormant No.18 Limited
Ordinary
100%
RI Dormant No.20 Limited
Ordinary
100%
Saaman Limited
1,2
Ordinary
100%
Stephens & Carter Limited
5
Ordinary
100%
Stratton House Leasing Limited
2
Ordinary
100%
SVM International Services Limited
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 Palfreymans Limited
1
Ordinary A
100%
Ordinary B
100%
Ordinary C
100%
Ordinary D
100%
Ordinary E
100%
Tropical Ambience Limited
1,2
Ordinary
100%
Tropical Innovation Limited
1,2
Ordinary
100%
Urban Planters Franchise Limited
1,2
Ordinary
100%
Harper Macleod, The Ca’D’Oro, 45 Gordon Street, Glasgow, G1 3PE, UK
Duct Clean Services Ltd
1,2
Ordinary
100%
Industrial Clothing Services Limited
Ordinary
100%
Pest Protection Services (Scotland) Limited
Ordinary A
100%
RI Dormant No.12 Limited
Ordinary
100%
Wise Property Care Ltd.
Ordinary
100%
United States
Corporation Service Company, 251 Little Falls Drive, Wilmington DE
19808, United States
Anza, LLC
Ordinary
100%
Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801,
United States
CDRSVM Holding, LLC
Common
100%
CDRSVM Investment Holding, LLC
Common
100%
Creative Plantings Inc
Ordinary
100%
Initial Contract Services LLC
Interest
100%
Ramac (US) LLC
Interest
100%
Rentokil Initial US Holdings, Inc.
Common
100%
Secure Monthly Affordable Credit Corporation Common
100%
Secure Monthly Affordable Credit Limited
Ordinary
100%
Partnership
SVM Honduran Service and Investments
Interest
100%
Company, LLC
SVM Olympus Service Company, LLC
Interest
100%
SVM Progressive Service Company, LLC
Interest
100%
SVM Technicians Service Company, LLC
Interest
100%
SVM Vanguard Service Company, LLC
Interest
100%
Terminix Consumer Services, LLC
Interest
100%
Terminix Holdings, LLC
Ordinary
100%
Terminix International Holdings, Inc
Interest
100%
Terminix Management Corporation
Interest
100%
Terminix Receivables Company LLC
Interest
100%
The Terminix Company, LLC
Interest
100%
The Terminix Foundation
Interest
100%
TMX Holdco, Inc.
Common
100%
United Transport America LLC
Interest
100%
Virginia Properties Inc
Ordinary
100%
W.B. McCloud & Co., Inc.
Interest
100%
2540, Lawrenceville Hwy, Lawrenceville, GA 30044, United States
Asiatic Holdings LLC
Ordinary
100%
Steritech-Canada, Inc.
Common
100%
Related Undertakings
continued
Rentokil Initial plc
220
Annual Report 2023
% held by
Group
Company name
Share class
companies
United States (continued)
1000 Labarre Road, Metairie, LA 70001, United States
Mississippi Mosquito Control, LLC
Interest
100%
Mosquito Control of Lafourche, LLC
Interest
100%
Mosquito Control Services of Florida, LLC
Interest
100%
Mosquito Control Services of Georgia, LLC
Interest
100%
Mosquito Control Services, LLC
Interest
100%
Rittiner Group, LLC
Interest
100%
St. Charles Mosquito Control, LLC
Interest
100%
St. John Mosquito Control, LLC
Interest
100%
Terrebonne Mosquito Control, LLC
Interest
100%
PO Box 4510 Ten Free Street, Portland ME 04112, United States
Asiatic Investments, Inc.
Ordinary
100%
2288 150th Street Halstad MN 56548, United States
Airborne Vector Control LLC
Common
100%
1125 Berkshire Blvd, Suite 150, Reading PA 19610, United States
Advanced Pest Management Co, LLC
Common
100%
Cygnet Enterprises Northwest, Inc
Common
100%
Cygnet Enterprises West, Inc
Common
100%
Cygnet Enterprises, Inc
Common
100%
Medentex LLC
Common
100%
Rentokil Initial Environmental Services LLC
Interest
100%
Rentokil North America, Inc.
Ordinary
100%
Solitude Lake Management, LLC
Common
100%
Vector Disease Acquisition, LLC
Common
100%
Common
100%
Series A
Common
100%
Series B
Vector Disease Control International, LLC
Common
100%
1313 Miller Road, Greenville SC 29607, United States
Gregory Pest Control, LLC
Ordinary
100%
150 Peabody Place, Memphis TN 38103-3720, United States
Copesan Services, Inc.
Interest
100%
The Terminix International Company
Ordinary
100%
Limited Partnership
860 Ridge Lake Blvd., Memphis TN 38120, United States
Terminix Gift, LLC
Interest
100%
463 Mountain View Drive, Suite 301, 3rd Floor, Colchester VT 05446,
United States
Steward Insurance Company
Common
100%
Uruguay
Tomás Giribaldi, apto 3, 2270, Uruguay
1
Amalur Uruguay Sociedad Anónima
Ordinary
100%
Chana, 2033, Departmento de Montevideo, Uruguay
La Sanitaria S.A.
Ordinary
100%
La Paz, 1227, Departamento de Montevideo, Uruguay
Livelux 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, US
Merchants Financial Center, 4608 Tutu Park Mall, Suite 202,
St Thomas, Virgin Islands, 00802-1816, Virgin Islands, US
Terminix International USVI, LLC
Interest
100%
Associated undertakings:
% held by
Group
Company name
Share class
companies
People’s Republic of China
B3, Xunmei Industrial Zone, Fengze District, Quanzhou City,
Fujian Province, China
Fujian Xunke Pest Control Company Limited
Ordinary
30%
Room 1005, Unit1, Building1, No.1 Huangjin Road, Dongguan City,
Guangdong Province, China
Guangdong New Hope City Pest Control
Company Limited
Ordinary
30%
No.14 Wenguangtingjiao Road, Chaoyang District, Shantou City, China
Guangdong Vircon Pest Management
Company Limited
Ordinary A
30%
Room (2-1), Unit19, Xindian Xingzuo, Haishu district, Ningbo City,
Zhejiang Province, China
Ningbo Yuying Vector Control Company
Limited
Ordinary
30%
Egypt
Third floor, Jupiter Building, B3, Majara Compound, Sheikh Zayed,
Giza, Egypt
ServicePros S.A.E.
3
Ordinary
30%
France
41 Avenue de La Porte de Villiers, 92200, Neuilly-Sur-Seine, France
SCI Pierre Brossolette
Ordinary
26.25%
Japan
Kyoritsu Seiyaku Building, 1-5-10 Kudan Minami, Chiyoda-Ku, Tokyo,
Japan
Nippon Calmic Ltd
Ordinary
49%
Nigeria
Old Ojo Road, Off Badagry Expressway, Agboju, Lagos, 359/361,
Nigeria
Boecker Public Health Services Ltd
Ordinary
30%
Norway
Veverivegen 10, 2848 Skreia, Norway
Skadedyrkontrollen Øst AS
Ordinary
40%
Qatar
16 A Al Mana Business Tower, Doha, Qatar
Boecker Public Safety Services – Qatar
Ordinary
24.5%
W.L.L.
United Kingdom
Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY
Hometrust Kitchens Limited
Ordinary
25%
Torchsound Properties Limited
Ordinary
50%
Note: The percentage of shares held by Group companies remains unchanged in 2023 for
all companies unless otherwise stated.
1. Acquired or incorporated by the Group in 2023.
2. 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.
3. This entity is non-operational and the Group does not carry out business in this
jurisdiction.
4. 2022: 57%
5. Temporary restoration; company was dissolved in 2010.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
221
Annual Report 2023
Parent Company Balance Sheet
At 31 December
2023
2022
Notes
£m
£m
Non-current assets
Investments
4
4,438
4,415
Debtors – amounts falling due after more than one year
5
2,750
2,750
Deferred tax assets
6
27
29
Derivative financial instruments
7
57
21
7,272
7,215
Current assets
Debtors – amounts falling due within one year
5
20
148
Cash and cash equivalents
558
750
Derivative financial instruments
7
13
591
898
Current liabilities
Creditors – amounts falling due within one year
8
(549)
(272)
Bank and other borrowings
9
(441)
(877)
Derivative financial instruments
7
(32)
(1,022)
(1,149)
Net current liabilities
(431)
(251)
Non-current liabilities
Bank and other borrowings
9
(3,172)
(3,015)
Derivative financial instruments
7
(16)
(92)
(3,188)
(3,107)
Net assets
3,653
3,857
Equity capital and reserves
Share capital
10
25
25
Share premium
11
14
9
Merger relief reserve
2,998
2,998
Cash flow hedge reserve
2
1
Retained earnings
614
824
Total equity
3,653
3,857
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 2023 of £35m (2022: loss of £72m).
The Financial Statements on pages 221 to 226 were approved by the Board of Directors and were signed on its behalf by Andy Ransom and
Stuart Ingall-Tombs on 7 March 2024.
Andy Ransom
Stuart Ingall-Tombs
Chief Executive
Chief Financial Officer
Rentokil Initial plc
222
Annual Report 2023
Parent Company Statement of Changes in Equity
For the year ended 31 December
Called up
Share
Merger
Cash flow
share
premium
relief
hedge
Cost of
Retained
Total
capital
account
reserve
reserve
hedging
earnings
equity
£m
£m
£m
£m
£m
£m
£m
At 1 January 2022
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
Loss for the year
(35)
(35)
Other comprehensive income:
Movement on cash flow hedge
1
1
Total comprehensive income for the year
1
(35)
(34)
Transactions with owners:
Gain on stock options
5
5
Dividends paid to equity shareholders
(201)
(201)
Share-based payments charged to profit and loss
4
4
Share-based payments debited to investments
23
23
Tax related to items taken directly to equity
(1)
(1)
At 31 December 2023
25
14
2,998
2
614
3,653
Shares of £nil (2022: £nil) have been netted against retained earnings. This represents 13.0m (2022: 19.6m) shares held by the Rentokil Initial
Employee Share Trust. The market value of these shares at 31 December 2023 was £57m (2022: £100m). Dividend income from, and voting rights
on, the shares held by the Trust have been waived.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
223
Annual Report 2023
Notes to the Parent Company Financial Statements
1. Accounting convention
These Financial Statements are prepared on a going concern basis, using the historical cost convention (as modified to include the revaluation
of certain financial instruments), 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 UK-adopted International Accounting Standards (IAS) 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 170 to 220.
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:
• the requirements of paragraphs 45(b) and 46–52 of IFRS 2 Share-based Payment;
• 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;
• the requirements of IFRS 7 Financial Instruments: Disclosures;
• the requirements of paragraphs 91–99 of IFRS 13 Fair Value Measurement;
• 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;
• the requirements of paragraphs 10(d), 10(f), 39(c), and 134–136 of IAS 1 Presentation of Financial Statements;
• the requirements of IAS 7 Statement of Cash Flows;
• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
• the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
• 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;
• the requirements of paragraphs 134(d)–134(f) and 135(c)–135(e) of IAS 36 Impairment of Asset; and
• the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes.
2. Material 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.
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:
• 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
• 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 203 to 212. 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.
Notes to the Parent Company Financial Statements
continued
Rentokil Initial plc
224
Annual Report 2023
Share-based compensation
The Group operates two equity-settled share-based long-term incentive plans (LTIPs): the Performance Share Plan and the Restricted Share
Plan. 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 of the Performance Share Plan is determined by reference to option pricing models,
principally stochastic and adjusted Black-Scholes models. The fair value of the Restricted Share Plan is determined by reference to an adjusted
Black-Scholes model. The charge for both plans 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.
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
2023
2022
£m
£m
At 1 January
4,415
290
Additions
8,220
Disposals
(4,110)
Share-based payments to employees of subsidiaries
23
15
At 31 December
4,438
4,415
At 31 December 2023 Rentokil Initial Holdings Limited is the Company’s sole direct subsidiary undertaking. All other indirect subsidiary
undertakings are listed on pages 214 to 220.
5. Debtors
2023
2022
£m
£m
Amounts falling due within one year:
Amounts owed by subsidiary undertakings – non-interest-bearing loans (repayable on demand)
20
16
Amounts owed by subsidiary undertakings – interest-bearing loan (effective interest rate of 4.57%)
132
20
148
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 after one year relates to an interest-bearing loan that matures in July 2026.
6. Deferred taxation
2023
2022
£m
£m
The deferred tax asset is made up as follows:
LTIP
13
16
Tax losses
14
13
27
29
The Company is within the scope of the OECD Pillar 2 model rules. Pillar 2 legislation was enacted in the United Kingdom, the jurisdiction in which
the entity is incorporated, and will come into effect from 1 January 2024.
Since the Pillar 2 legislation was not effective at the reporting date, the Company has no related current tax exposure. The Company applies the
exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar 2 income taxes, as provided in the
amendments to IAS 12 issued in May 2023. Further information about Pillar 2 legislation can be found in the Notes to the Consolidated Financial
Statements in Note A12.
FRS 101 provides exemption from the disclosure requirements of paragraphs 88C and 88D of IAS 12 Income Taxes provided that equivalent
disclosures are included in the consolidated financial statements of the Group in which the Company is consolidated.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
225
Annual Report 2023
7. Derivative financial instruments
Fair value
Fair value
Fair value
Fair value
assets
assets
liabilities
liabilities
2023
2022
2023
2022
£m
£m
£m
£m
Interest rate swaps (level 2):
– non-hedge
66
16
(46)
(92)
– cash flow hedge
4
5
(2)
70
21
(48)
(92)
Analysed as follows:
Current portion
13
(32)
Non-current portion
57
21
(16)
(92)
70
21
(48)
(92)
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 £1m (2022: £nil) from those derivatives relating to ineffectiveness in a
cash flow hedge relationship. Cash flow hedge accounting has been applied to €nil (2022: €nil) of the €400m 2024 bond, €179m (2022: €179m)
of the €500m 2026 bond, and €175m (2022: €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 2023, the amount in comprehensive
income related to cash flow hedge accounting was a gain of £1m (2022: £8m loss).
8. Creditors
2023
2022
£m
£m
Amounts falling due within one year:
Amounts due to subsidiary undertakings (non-interest-bearing loans repayable on demand)
542
256
Other creditors
7
16
549
272
9. Bank and other borrowings
2023
2022
£m
£m
Amounts falling due within one year
441
877
Amounts falling due after one year
3,172
3,015
3,613
3,892
Medium-term notes and bond debt comprises:
Bond interest
Effective hedged
Bond interest
Effective hedged
coupon
interest rate
coupon
interest rate
2023
2023
2022
2022
Current
€400m bond due November 2024
Fixed 0.950%
Fixed 0.950%
Non-current
€500m bond due May 2026
Fixed 0.875%
Fixed 2.800%
Fixed 0.875%
Fixed 1.780%
€850m bond due June 2027
Fixed 3.975%
Fixed 3.975%
€600m bond due October 2028
Fixed 0.500%
Fixed 2.230%
Fixed 0.500%
Fixed 1.300%
€600m bond due June 2030
Fixed 4.475%
Fixed 4.475%
£400m bond due June 2032
Fixed 5.000%
Fixed 5.000%
Average cost of bond debt at year-end rates
2.93%
2.76%
The Company bank debt facilities comprise:
Facility
Drawn at
Interest rate at
Facility
Drawn at
Interest rate at
amount
year end
Headroom
year end
amount
year end
Headroom
year end
2023
2023
2023
2023
2022
2022
2022
2022
£m
£m
£m
%
£m
£m
£m
%
Non-current
$700m term loan due October 2025
550
550
5.9
579
579
4.9
$1.0bn RCF due October 2028
785
785
0.14
827
827
0.14
The RCF was undrawn throughout 2022 and 2023. There are no financial covenants on the RCF or any other debt facility.
Notes to the Parent Company Financial Statements
continued
Rentokil Initial plc
226
Annual Report 2023
10. Share capital
During the year 2,500,000 new shares were issued in relation to employee share schemes.
2023
2022
£m
£m
Issued and fully paid:
At 31 December – 2,522,539,885 shares of 1p each (2022: 2,520,039,885)
25
25
11. Share premium
2023
2022
£m
£m
At 31 December
14
9
12. Guarantees and 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. The possibility of any significant outflows in respect of these items is considered
to be remote.
13. Auditor’s remuneration
Note A8 to the Consolidated Financial Statements provides details of the remuneration of the Company’s auditor for the Group.
14. Employees
The monthly average number of people employed by the Company during the year was six (2022: eight). 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.
15. Share-based payments
Share-based payments for the financial year were £27m (2022: £17m), of which £4m (2022: £2m) was charged to the profit and loss account and
£23m (2022: £15m) 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.
16. 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.
17. Post balance sheet events
There have been no significant post balance sheet events affecting the Company since 31 December 2023.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
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 on the Group’s business
Macroeconomic factors
Inflation –
The Group’s cost base is largely driven by the cost of compensation for employees, 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 customer premises including service contract 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 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 2023, 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 where 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. 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.
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 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, Adjusted Profit after Tax, Adjusted Earnings Per Share, Adjusted Interest, Free Cash Flow, Adjusted Free Cash Flow,
Adjusted 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 2023, sales were
generated across 90 countries, with the only country accounting for greater than, or equal to, 10% of revenue from external customers being the
US (60%).
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.
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). 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 236).
Rentokil Initial plc
Annual Report 2023
227
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Adjusted Profit Before and After 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 or one-off accounting gains and losses that can cause material fluctuations and distort
understanding of the performance of the business, such as amortisation of discount on legacy provisions and gains and losses on hedge
accounting. These adjustments are made to aid year-on-year comparability. Adjusted Profit After Tax is calculated by adding back amortisation
and impairment of intangible assets (excluding computer software), one-off and adjusting items and net interest adjustments, and the tax effect
on these adjustments to profit before income tax.
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, 18,422 share options were anti-dilutive and not included in the calculation of the dilutive effect
as at 31 December 2023 (31 December 2022: 1,290,294). Adjusted Earnings Per Share is a non-IFRS measure that is calculated by dividing
adjusted profit after tax 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.
Adjusted Interest –
Adjusted Interest is calculated by adjusting the reported finance income and costs by net interest adjustments (amortisation
of discount on legacy termite provision and foreign exchange and hedge accounting ineffectiveness).
Free Cash Flow –
Free Cash Flow is a non-IFRS measure 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 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.
Adjusted Free Cash Flow and Adjusted 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 82.3% in the year ended 31 December 2023 and 82.4% in the year ended 31 December 2022.
Colleague 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 Colleague Retention to be a key driver of Customer Retention. Colleague Retention was 84.2%
in the year ended 31 December 2023 and 79.5% in the year ended 31 December 2022. The increase of 4.7 percentage points in the year ended
31 December 2023 as compared to the year ended 31 December 2022 was a result of a wide-ranging programme including: the launch of a
retention dashboard and manager training; monitoring for potential issues before escalation; additional mentoring resources; and an enhanced
new hire and onboarding experience.
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 0.31 in the year ended 31 December 2023 and
0.39 in the year ended 31 December 2022.
228
Rentokil Initial plc
Annual Report 2023
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 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.
Profit for the year –
This measure is calculated as profit before income tax less income tax expense.
For definitions of revenue and operating profit (including operating expenses), see ‘Key Indicators of Performance and Financial Condition’ above.
Results of operations
Following is a discussion of the Group’s results of operations for the years ended 31 December 2023 and 2022.
2023
£m
2022
£m
2021
£m
% change
2023
2022
Revenue
5,375
3,714
2,957
44.7
25.6
Operating expenses:
Employee costs
2,506
1,736
1,405
44.4
23.6
Direct materials and services
900
704
586
27.8
20.1
Vehicle costs
285
201
146
41.6
37.6
Property costs
106
82
60
29.4
37.5
Depreciation of property, plant and equipment
154
140
128
10.0
8.9
Amortisation of intangible assets
201
140
91
44.1
53.5
One-off and adjusting items
98
136
21
(28.2)
556.7
Other operating expenses
461
234
173
97.0
35.2
Total operating expenses
4,711
3,373
2,610
39.7
29.2
Net impairment losses on financial assets
39
24
64.1
Operating profit
625
317
347
96.9
(8.4)
Finance income
48
49
4
(2.4)
1,071.4
Finance cost
(189)
(79)
(34)
(137.4)
(135.5)
Share of profit from associates
9
9
8
5.3
4.9
Profit before income tax
493
296
325
66.9
(9.1)
Income tax expense
(112)
(64)
(62)
(75.6)
(3.2)
Profit for the year
381
232
263
64.5
(12.0)
Revenue
Revenue increased by £1,661m, or 44.7%, to £5,375m in the year ended 31 December 2023 from £3,714m in the year ended 31 December 2022.
Foreign exchange had an adverse effect of £39m. Revenue was favourably impacted by revenues from acquisitions completed during the year
ended 31 December 2023 by £75m. The remaining growth of £1,625m is driven by the flow through of a full year of revenues from acquisitions
completed in the year ended 31 December 2022, alongside organic actions taken to increase the existing revenues of the Group. The £1,625m
of growth above consists of £1,578m from the Pest Control segment, £23m from the Hygiene & Wellbeing segment and £25m from the France
Workwear segment partially offset by a decrease of £1m from the Central segment. See ‘Revenue by Geographical Locations’ and ‘Revenue
by Business Segment’ for further discussion.
Operating expenses
Operating expenses increased by £1,338m, or 39.7%, to £4,711m in the year ended 31 December 2023 from £3,373m in the year ended
31 December 2022.
Employee costs
Employee costs increased by £770m, or 44.4%, to £2,506m in the year ended 31 December 2023 from £1,736m in the year ended 31 December
2022. This was as a result of an increase in the number of employees due to the acquisition of Terminix in the year ended 31 December 2022 and
other businesses acquired during the year ended 31 December 2023, growth during the year ended 31 December 2023, and globally higher
wage inflation.
Rentokil Initial plc
Annual Report 2023
229
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Direct materials and services
Direct materials and services increased by £196m, or 27.8%, to £900m in the year ended 31 December 2023 from £704m in the year ended
31 December 2022. The increase was a result of the increase in sales of products and services due to the acquisition of Terminix in the year
ended 31 December 2022 and other businesses acquired during the year ended 31 December 2023.
Vehicle costs
Vehicle costs increased by £84m, or 41.6%, to £285m in the year ended 31 December 2023 from £201m in the year ended 31 December 2022,
which was a result of the increase in the number of employees due to the acquisition of Terminix in the year ended 31 December 2022 and other
businesses acquired during the year ended 31 December 2023 and higher fuel prices.
Property costs
Property costs increased by £24m, or 29.4%, to £106m in the year ended 31 December 2023 from £82m in the year ended 31 December 2022 as a
result of the acquisition of Terminix in the year ended 31 December 2022 and other businesses acquired during the year ended 31 December 2023.
Depreciation and impairment of property, plant and equipment
Depreciation and impairment of property, plant and equipment increased by £14m, or 10.0%, to £154m in the year ended 31 December 2023 from
£140m in the year ended 31 December 2022 mainly as a result of the acquisition of Terminix in the year ended 31 December 2022 and other
businesses acquired during the year ended 31 December 2023.
Amortisation and impairment of intangible assets
Amortisation and impairment of intangible assets increased by £61m, or 44.1%, to £201m in the year ended 31 December 2023 from £140m in
the year ended 31 December 2022 mainly as a result of businesses acquired and associated intangibles recognised on acquisition, specifically
the acquisition of Terminix.
One-off and adjusting items
One-off and adjusting items decreased by £38m, or 28.2%, to £98m in the year ended 31 December 2023 from £136m in the year ended
31 December 2022 mainly as a result of the fees incurred relating to the Terminix acquisition decreasing by £67m to £1m in the year ended
31 December 2023 from £68m in the year ended 31 December 2022 partially offset by an increase in Terminix integration costs by £19m
to £81m in the year ended 31 December 2023 from £62m in the year ended 31 December 2022.
Other operating expenses
Other operating expenses increased by £227m, or 97.0%, to £461m in the year ended 31 December 2023 from £234m in the year ended
31 December 2022, largely due to the acquisition of Terminix in the year ended 31 December 2022 and other businesses acquired during the
year ended 31 December 2023.
Operating profit
Operating profit increased by £308m, or 96.9%, to £625m in the year ended 31 December 2023 from £317m in the year ended 31 December
2022. The increase in operating profit was a result of the increase in revenue of £1,661m, or 44.7%, to £5,375m in the year ended 31 December
2023 from £3,714m in the year ended 31 December 2022 offset by the increase in operating expenses of £1,338m, or 39.7%, to £4,711m in the year
ended 31 December 2023 from £3,373m in the year ended 31 December 2022. This increase in operating profit reflected core business growth
across major regions, in addition to effective ongoing capture of early synergies from the Terminix transaction. Price increases have also been
successfully implemented over the course of the year to offset the impacts of inflation on the cost base.
Profit before income tax
Profit before income tax increased by £197m, or 66.9%, to £493m in the year ended 31 December 2023 from £296m in the year ended 31 December
2022 due to the increase in operating profit by £308m, or 96.9%, to £625m in the year ended 31 December 2023 from £317m in the year ended
31 December 2022, with net finance costs increasing by £111m, or 364.3%, to £141m in the year ended 31 December 2023 from £30m in the year
ended 31 December 2022.
Income tax expense
Income tax expense increased by £48m, or 75.6%, to £112m in the year ended 31 December 2023 from £64m in the year ended 31 December
2022 due to higher profits and an effective tax rate of 23.0% in the year ended 31 December 2023 compared to an effective tax rate of 21.6%
in the year ended 31 December 2022.
Profit for the year
Profit for the year increased by £149m, or 64.5%, to £381m in the year ended 31 December 2023 from £232m in the year ended 31 December
2022. The increase in profit was a result of the increase in profit before income tax of £197m, or 66.9%, to £493m in the year ended 31 December
2023 from £296m in the year ended 31 December 2022 and the increase in income tax expenses of £48m, or 75.6%, to £112m in the year ended
31 December 2023 from £64m in the year ended 31 December 2022.
230
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Annual Report 2023
Revenue by geographical location
Following is a discussion of the Group’s revenues by geographical location for the years ended 31 December 2023 and 2022. For the year
ended 31 December 2023, revenue from North America, Europe, UK & Sub-Saharan Africa, Asia & MENAT and Pacific accounted for 62%,
20%, 7%, 6% and 5% of the Group’s total revenue, respectively. 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.
2023
£m
2022
£m
2021
£m
% change
2023
2022
Revenue:
North America
1
3,306
1,849
1,291
78.7
43.3
Europe
2
1,081
941
832
14.9
13.1
UK & Sub-Saharan Africa
3
390
365
354
6.6
3.1
Asia & MENAT
4
339
321
271
5.6
18.4
Pacific
5
249
227
197
10.0
15.2
Central
10
11
12
(4.4)
(9.4)
Total
5,375
3,714
2,957
44.7
25.6
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). During 2023, internal
management reporting structures changed and revenue has been represented for 2022 and 2021 under the new structure. As a result of this change, revenue
of £5m was moved from UK & Sub-Saharan Africa – Pest Control to Central for each year.
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.
North America
Revenue increased by £1,457m, or 78.7%, to £3,306m in the year ended 31 December 2023 from £1,849m in the year ended 31 December 2022.
Foreign exchange had an adverse effect of £8m. Revenue was favourably impacted by revenues from acquisitions completed during the year
ended 31 December 2023 by £33m. The remaining growth of £1,432m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2022, alongside organic actions taken to increase the existing revenue of the region. Growth
benefited from the Terminix acquisition in the year ended 31 December 2022 and was achieved alongside the comprehensive Terminix
integration programme.
Including the impact of M&A and foreign exchange, contract revenue grew by £1,061m to £2,238m in the year ended 31 December 2023 from
£1,177m in the year ended 31 December 2022, job revenue increased by £330m to £704m in the year ended 31 December 2023 from £374m in the
year ended 31 December 2022 and product revenue increased by £48m to £349m in the year ended 31 December 2023 from £301m in the year
ended 31 December 2022.
Europe
Revenue increased by £140m, or 14.9%, to £1,081m in the year ended 31 December 2023 from £941m in the year ended 31 December 2022.
This increase was driven by France increasing by £42m, or 12.4%, to £380m in the year ended 31 December 2023 from £338m in the year ended
31 December 2022, Southern Europe, which increased by £31m, or 18.7%, to £195m in the year ended 31 December 2023 from £164m in the year
ended 31 December 2022, Nordics, which increased by £19m, or 21.4%, to £109m in the year ended 31 December 2023 from £90m in the year
ended 31 December 2022, and Latin America (including Caribbean), which increased revenues by £19m, or 15.0%, to £148m in the year ended
31 December 2023 from £129m in the year ended 31 December 2022.
Foreign exchange had a favourable effect of £3m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2023 by £7m. The remaining growth of £130m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2022, alongside organic actions taken to increase the existing revenue of the region. Growth was
driven by both effective price increases and resilience in overall demand.
Including the impact of M&A and foreign exchange, contract revenue grew by £119m to £863m in the year ended 31 December 2023 from £744m
in the year ended 31 December 2022, job revenue increased by £16m to £166m in the year ended 31 December 2023 from £150m in the year
ended 31 December 2022, and product revenue increased by £5m to £42m in the year ended 31 December 2023 from £37m in the year ended
31 December 2022. Job revenue includes disinfection revenue, which was introduced as a response to the COVID-19 pandemic, which decreased
by £7m to £1m in the year ended 31 December 2023 from £8m in the year ended 31 December 2022.
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231
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
UK & Sub-Saharan Africa
Revenue increased by £25m, or 6.6%, to £390m in the year ended 31 December 2023 from £365m in the year ended 31 December 2022.
This increase was driven by UK, Ireland and Baltics increasing revenue by £27m, or 8.2%, to £351m for the year ended 31 December 2023 from
£324m in the year ended 31 December 2022, partly offset by Sub-Saharan Africa decreasing revenue by £2m, or 5.4%, to £39m in the year ended
31 December 2023 from £41m in the year ended 31 December 2022.
Foreign exchange had an adverse effect of £4m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2023 by £15m. The remaining growth of £14m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2022, alongside organic actions taken to increase the existing revenue of the region.
Including the impact of M&A and foreign exchange, contract revenue grew by £20m to £283m in the year ended 31 December 2023 from £263m
in the year ended 31 December 2022 and job revenue increased by £10m to £103m in the year ended 31 December 2023 from £93m in the year
ended 31 December 2022.
Asia & MENAT
Revenue increased by £18m, or 5.6%, to £339m in the year ended 31 December 2023 from £321m in the year ended 31 December 2022.
This revenue increase was driven by Asia increasing revenue by £16m, or 5.6%, to £292m in the year ended 31 December 2023 from £276m in
the year ended 31 December 2022, and MENAT increasing by £2m, or 5.5%, to £47m in the year ended 31 December 2023 from £45m in the year
ended 31 December 2022. Growth was underpinned by contractual activity, and pricing was complemented with volume growth, as markets
overall remained structurally supportive.
Foreign exchange had an adverse effect of £18m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2023 by £6m. The remaining growth of £30m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2022, alongside organic actions taken to increase the existing revenue of the region.
Including the impact of M&A and foreign exchange, contract revenue grew by £22m to £268m in the year ended 31 December 2023 from
£246m in the year ended 31 December 2022, job revenue decreased by £5m to £52m in the year ended 31 December 2023 from £57m in the
year ended 31 December 2022, and product revenue increased by £2m to £23m in the year ended 31 December 2023 from £21m in the year
ended 31 December 2022. Job revenue included disinfection revenue, which was introduced as a response to the COVID-19 pandemic,
which decreased by £9m to £1m in the year ended 31 December 2023 from £10m in the year ended 31 December 2022.
Pacific
Revenue increased by £22m, or 10.0%, to £249m in the year ended 31 December 2023 from £227m in the year ended 31 December 2022.
Australia revenue increased by £15m, or 8.7%, to £181m in the year ended 31 December 2023 from £166m in the year ended 31 December 2022
and New Zealand grew by £8m, or 13.4%, to £65m in the year ended 31 December 2023 from £57m in the year ended 31 December 2022.
Growth was driven by pricing, complemented with volume growth, with notable strength in pest control commercial services. Good sales and
customer retention rates were also evident in the Hygiene & Wellbeing business and the region saw good demand for Ambius services.
Foreign exchange had an adverse effect of £12m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2023 by £14m. The remaining growth of £20m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2022, alongside organic actions taken to increase the existing revenue of the region.
Including the impact of M&A and foreign exchange, contract revenue grew by £6m to £185m in the year ended 31 December 2023 from £179m
in the year ended 31 December 2022, and job revenue increased by £16m to £60m in the year ended 31 December 2023 from £44m in the year
ended 31 December 2022.
232
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Annual Report 2023
Revenue by business segment
Following is a discussion of the Group’s revenues by business segment for the years ended 31 December 2023 and 2022. For the year ended
31 December 2023, Pest Control, Hygiene & Wellbeing and France Workwear segments accounted for 80%, 16% and 4% of total revenue,
respectively. 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.
2023
£m
2022
£m
2021
£m
% change
2023
2022
Revenue:
Pest Control
4,286
2,690
1,947
59.2
38.3
Hygiene & Wellbeing
858
821
832
4.6
(1.5)
France Workwear
221
192
166
15.3
15.6
Central
10
11
12
(4.4)
(9.4)
Total
5,375
3,714
2,957
44.7
25.6
Pest Control
Revenue increased by £1,596m, or 59.2%, to £4,286m in the year ended 31 December 2023 from £2,690m in the year ended 31 December 2022.
Growth benefited from the Terminix acquisition in the year ended 31 December 2022 and was underpinned by the by the critical nature of Pest
Control services, supported by both pricing and volumes led by the Commercial Pest Control business, which has a high proportion of contractual
activity.
Foreign exchange had an adverse effect of £35m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2023 by £53m. The remaining growth of £1,578m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2022 alongside organic actions taken to increase the existing revenue of the segment.
Including the impacts of M&A and foreign exchange, contract revenue grew by £1,148m to £2,906m in the year ended 31 December 2023 from
£1,758m in the year ended 31 December 2022, job revenue increased by £379m to £991m in the year ended 31 December 2023 from £612m in
the year ended 31 December 2022, and product revenue was up by £52m to £382m in the year ended 31 December 2023 from £330m in the year
ended 31 December 2022.
Hygiene & Wellbeing
Revenue increased by £37m, or 4.6%, to £858m in the year ended 31 December 2023 from £821m in the year ended 31 December 2022.
This reflected the anticipated tapering of disinfection services, which was reduced by £19m to £2m. In addition to supportive pricing, continued
good levels of demand across service sectors such as offices, shops, schools and hospitality supported performance.
Foreign exchange had an adverse effect of £8m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2023 by £22m. The remaining growth of £23m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2022, alongside organic actions taken to increase the existing revenue of the segment.
France Workwear
Revenue increased by £29m, or 15.3%, to £221m in the year ended 31 December 2023 from £192m in the year ended 31 December 2022.
Foreign exchange had a favourable effect of £4m. Growth came from strong new business sales performance, including key account gains
and upselling. High customer retention of over 94% supported France Workwear’s strong volumes.
Operating expenses by geographic region
Following is a discussion of the Group’s operating expenses by business segment for the years ended 31 December 2023 and 2022.
North America
2023
£m
2022
£m
2021
£m
% change
2023
2022
Employee costs
1,468
836
586
75.6
42.7
Direct materials and services
526
370
294
42.2
25.9
Vehicle costs
160
98
52
62.9
87.0
Property costs
57
30
24
91.3
22.8
Depreciation of property, plant and equipment
29
22
16
32.9
37.7
Amortisation of intangible assets
126
69
37
84.0
84.4
One-off and adjusting items
8
70
7
(88.7)
875.0
Other operating expenses
442
177
109
149.7
63.0
Total
2,816
1,672
1,125
68.5
48.6
Operating expenses increased by £1,144m, or 68.5%, to £2,816m in the year ended 31 December 2023 from £1,672m in the year ended
31 December 2022. The main driver of this increase was employee costs which increased by £632m, or 75.6%, to £1,468m in the year ended
31 December 2023 from £836m in the year ended 31 December 2022, as a result of an increase in the number of employees due to the
acquisition of Terminix in the year ended 31 December 2022 and other businesses acquired during the year ended 31 December 2023, and
growth during the year ended 31 December 2023. A further driver of this increase was direct materials and services which increased by £156m,
or 42.2%, to £526m in the year ended 31 December 2023 from £370m in the year ended 31 December 2022 as a result of an increase in revenue.
The third driver of this increase was other operating expenses which increased by £265m, or 149.7%, to £442m in the year ended 31 December
2023 from £177m in the year ended 31 December 2022, as a result of the acquisition of Terminix in the year ended 31 December 2022, and other
businesses acquired during the year ended 31 December 2023. Vehicle costs were up £62m or 62.9%, to £160m in the year ended 31 December
2023 from £98m in the year ended 31 December 2022 as a result of the acquisition of Terminix in the year ended 31 December 2022 and other
businesses acquired during the year ended 31 December 2023, and higher fuel prices.
Rentokil Initial plc
Annual Report 2023
233
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Europe
2023
£m
2022
£m
2021
£m
% change
2023
2022
Employee costs
469
396
367
18.4
8.1
Direct materials and services
147
129
117
14.5
10.1
Vehicle costs
71
50
52
40.7
(3.6)
Property costs
24
31
14
(21.5)
124.8
Depreciation of property, plant and equipment
82
74
75
10.5
(0.5)
Amortisation of intangible assets
25
29
15
(13.9)
88.9
One-off and adjusting items
7
5
3
42.1
51.6
Other operating expenses
75
75
50
(0.8)
50.0
Total
900
789
693
14.0
14.0
Operating expenses increased by £111m, or 14.0%, to £900m in the year ended 31 December 2023 from £789m in the year ended 31 December
2022. The main driver of this was employee costs which increased by £73m, or 18.4%, to £469m in the year ended 31 December 2023 from
£396m in the year ended 31 December 2022, as a result of an increase in the number of employees due to businesses acquired during the year
ended 31 December 2023 and growth during the year ended 31 December 2023. Further drivers of this increase were direct materials and
services which increased by £18m, or 14.5%, to £147m in the year ended 31 December 2023 from £129m in the year ended 31 December 2022,
and vehicle costs which increased by £21m, or 40.7%, to £71m in the year ended 31 December 2023 from £50m in the year ended 31 December
2022 as a result of businesses acquired during the year ended 31 December 2023.
UK & Sub-Saharan Africa
2023
£m
2022
£m
2021
£m
% change
2023
2022
Employee costs
157
144
147
8.9
(2.0)
Direct materials and services
49
46
51
5.8
(8.8)
Vehicle costs
26
19
22
35.8
(13.6)
Property costs
8
14
7
(42.9)
80.0
Depreciation of property, plant and equipment
14
13
12
6.7
8.5
Amortisation of intangible assets
6
9
(100.0)
One-off and adjusting items
1
5
(72.5)
2,650.0
Other operating expenses
45
38
28
18.0
36.5
Total
306
279
276
9.5
1.0
Operating expenses increased by £27m, or 9.5%, to £306m in the year ended 31 December 2023 from £279m in the year ended 31 December
2022. The main driver of this was employee costs which increased by £13m, or 8.9%, to £157m in the year ended 31 December 2023 from £144m
in the year ended 31 December 2022, due to businesses acquired during the year ended 31 December 2023. Further drivers of this increase were
vehicle costs which increased by £7m, or 35.8%, to £26m in the year ended 31 December 2023 from £19m in the year ended 31 December 2022,
and other operating expenses which increased by £7m, or 18.0%, to £45m in the year ended 31 December 2023 from £38m in the year ended
31 December 2022, due to businesses acquired during the year ended 31 December 2023.
Asia & MENAT
2023
£m
2022
£m
2021
£m
% change
2023
2022
Employee costs
174
166
146
5.1
14.1
Direct materials and services
65
60
50
7.2
21.3
Vehicle costs
17
17
11
(2.6)
50.0
Property costs
8
6
7
40.1
(20.5)
Depreciation of property, plant and equipment
13
14
12
(3.3)
12.4
Amortisation of intangible assets
11
20
7
(46.2)
194.1
One-off and adjusting items
1
1
1
(22.2)
Other operating expenses
17
14
15
27.5
(11.0)
Total
306
298
249
2.8
19.4
Operating expenses increased by £8m, or 2.8%, to £306m in the year ended 31 December 2023 from £298m in the year ended 31 December
2022. The main driver of this increase was employee costs which increased by £8m, or 5.1%, to £174m in the year ended 31 December 2023 from
£166m in the year ended 31 December 2022, as a result of an increase in the number of employees due to businesses acquired during the year
ended 31 December 2023, growth during the year ended 31 December 2023, and inflationary cost increases. Another driver of the increase
was direct materials and services which increased by £5m, or 7.2%, to £65m in the year ended 31 December 2023 from £60m in the year ended
31 December 2022, as a result of an increase in revenue. This was partially offset by a reduction in the amortisation and impairment of intangible
assets of £9m, or 46.2%, to £11m in the year ended 31 December 2023 from £20m in the year ended 31 December 2022, due to a £9m impairment
of Lebanon goodwill in the year ended 31 December 2022.
234
Rentokil Initial plc
Annual Report 2023
Pacific
2023
£m
2022
£m
2021
£m
% change
2023
2022
Employee costs
117
108
95
8.2
13.1
Direct materials and services
31
26
25
17.4
4.0
Vehicle costs
12
14
8
(14.5)
74.4
Property costs
5
1
4
313.5
(72.5)
Depreciation of property, plant and equipment
14
14
13
(0.6)
9.2
Amortisation of intangible assets
6
5
5
31.6
2.2
One-off and adjusting items
1
4
1
(65.2)
516.7
Other operating expenses
16
15
11
7.4
33.9
Total
202
187
162
8.0
15.2
Operating expenses increased by £15m, or 8.0%, to £202m in the year ended 31 December 2023 from £187m in the year ended 31 December
2022. The main driver of this increase was employee costs which increased by £9m, or 8.2%, to £117m in the year ended 31 December 2023
from £108m in the year ended 31 December 2022, as a result of an increase in the number of employees due to businesses acquired during the
year ended 31 December 2023, growth during the year ended 31 December 2023, and wage inflationary impacts. A further driver of this was
direct materials and services which increased by £5m, or 17.4%, to £31m in the year ended 31 December 2023 from £26m in the year ended
31 December 2022 as a result of an increase in revenue.
Operating expenses by business segment
Following is a discussion of the Group’s operating expenses by business segment for the years ended 31 December 2023 and 2022.
Pest Control
2023
£m
2022
£m
2021
£m
% change
2023
2022
Employee costs
1,970
1,266
951
55.6
33.1
Direct materials and services
639
466
352
37.0
32.4
Vehicle costs
228
149
97
53.5
53.5
Property costs
81
57
25
40.4
128.2
Depreciation of property, plant and equipment
49
40
31
24.2
29.7
Amortisation of intangible assets
166
119
62
39.1
91.9
One-off and adjusting items
16
70
9
(77.1)
682.0
Other operating expenses
488
221
149
121.1
47.5
Total
3,637
2,388
1,676
52.3
42.4
Operating expenses increased by £1,249m, or 52.3%, to £3,637m in the year ended 31 December 2023 from £2,388m in the year ended
31 December 2022. The main driver of this was employee costs which increased by £704m, or 55.6%, to £1,970m in the year ended 31 December
2023 from £1,266m in the year ended 31 December 2022 as a result of an increase in the number of employees due to the acquisition of Terminix
in the year ended 31 December 2022 and other businesses acquired during the year ended 31 December 2023, and globally higher wage
inflation. Direct materials and services increased by £173m, or 37.0%, to £639m in the year ended 31 December 2023 from £466m in the year
ended 31 December 2022. The increase was as a result of the increase in sales of products and services. Vehicle costs increased by £79m,
or 53.5%, to £228m in the year ended 31 December 2023 from £149m in the year ended 31 December 2022, which was a result of the increase
in the number of employees due to the acquisition of Terminix in the year ended 31 December 2022 and other businesses acquired during the
year ended 31 December 2023, and higher fuel prices. Other operating expenses increased by £267m, or 121.1%, to £488m in the year ended
31 December 2023 from £221m in the year ended 31 December 2022 due to the acquisition of Terminix in the year ended 31 December 2022 and
other businesses acquired during the year ended 31 December 2023. One-off and adjusting items decreased by £54m, or 77.1%, to £16m in the
year ended 31 December 2023 from £70m in the year ended 31 December 2022 as a result of Terminix related integration costs incurred during
the year having been reported in our Central and Regional overheads segment for 2023.
Rentokil Initial plc
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235
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Hygiene & Wellbeing
2023
£m
2022
£m
2021
£m
% change
2023
2022
Employee costs
318
298
292
7.0
2.0
Direct materials and services
167
154
165
8.0
(6.3)
Vehicle costs
45
42
42
8.3
(1.7)
Property costs
15
16
18
(3.8)
(13.6)
Depreciation of property, plant and equipment
53
52
51
0.4
3.0
Amortisation of intangible assets
8
3
11
210.8
(77.1)
One-off and adjusting items
1
4
1
(71.8)
200.0
Other operating expenses
102
95
78
6.9
23.1
Total
709
664
658
6.8
0.9
Operating expenses increased by £45m, or 6.8%, to £709m in the year ended 31 December 2023 from £664m in the year ended 31 December
2022. The main drivers of this were employee costs which increased by £20m, or 7.0%, to £318m in the year ended 31 December 2023 from
£298m in the year ended 31 December 2022 as a result of an increase in the number of employees due to businesses acquired during the year,
direct materials and services which increased by £13m, or 8.0%, to £167m in the year ended 31 December 2023 from £154m in the year ended
31 December 2021 as a result of an increase in revenue, and other operating expenses which increased by £7m, or 6.9%, to £102m in the year
ended 31 December 2023 from £95m in the year ended 31 December 2022 as a result of businesses acquired during the year.
France Workwear
2023
£m
2022
£m
2021
£m
% change
2023
2022
Employee costs
99
88
80
11.0
10.3
Direct materials and services
12
11
9
14.6
16.5
Vehicle costs
11
8
6
47.0
17.2
Property costs
5
7
8
(29.5)
(13.1)
Depreciation of property, plant and equipment
50
45
46
12.3
(2.8)
Amortisation of intangible assets
1
1
14.0
(20.0)
One-off and adjusting items
1
1
1
121.2
20.0
Other operating expenses
5
2
1
189.8
142.9
Total
184
162
152
13.7
6.3
Operating expenses increased by £22m, or 13.7%, to £184m in the year ended 31 December 2023 from £162m in the year ended 31 December
2022. The main driver of this was employee costs which increased by £11m, or 11.0%, to £99m in the year ended 31 December 2023 from £88m
in the year ended 31 December 2022 as a result of strong growth in the period requiring more processing and delivery employees and higher
depreciation on garments.
Non-IFRS measures
The Group uses a number of non-IFRS measures to present the financial performance of the business. These are not measures as defined under
IFRS, but management believe that 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 that will contribute to future performance. The Group’s internal
strategic planning process is also based on these measures and they are used for management incentive purposes. They should be viewed as
complements to, and not replacements for, the comparable IFRS measures. Other companies may use similarly labelled measures which are
calculated differently to the way the Group calculates them, which limits their usefulness as comparative measures. Accordingly, investors should
not place undue reliance on these non-IFRS measures.
The following sets out an explanation and the reconciliation to the nearest IFRS measure for each non-IFRS measure.
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 presentation 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 is calculated by translating
current-year reported numbers at the full-year average exchange rates for the prior year. It is used to give management and other users of
the accounts clearer comparability of underlying trading performance against the prior period by removing the effects of changes in foreign
exchange rates. The major exchange rates used for 2023 are £/$ 1.2441 (2022: 1.2421) and £/€ 1.1503 (2022: 1.1717). Comparisons are with the
year ended 31 December 2022 unless otherwise stated.
236
Rentokil Initial plc
Annual Report 2023
Adjusted expenses and profit measures
Adjusted expenses and profit measures are used to give investors and management a further understanding of the underlying profitability
of the business over time by stripping out income and expenses that can distort results due to their size and nature. Adjusted profit measures
are calculated by adding the following items back to the equivalent IFRS profit measure:
• amortisation and impairment of intangible assets (excluding computer software);
• one-off and adjusting items; and
• 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 181).
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 environmental liabilities, and payments or receipts as a result of legal disputes. An analysis
of one-off and adjusting items is set out below.
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 amortisation of discount on legacy provisions and gains and losses on hedge
accounting.
Adjusted expenses are one-off and adjusting items, and Adjusted Interest. Adjusted profit measures used are Adjusted Operating Profit,
Adjusted Profit Before and After Tax, and Adjusted EBITDA. Adjusted Earnings Per Share is also reported, derived from Adjusted Profit After Tax.
One-off and adjusting items
An analysis of one-off and adjusting items is set out below.
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
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
22
Other
1
2
Total
136
(20)
(59)
2023
Acquisition and integration costs
13
(2)
(13)
Fees relating to Terminix acquisition
1
(25)
Terminix integration costs
81
(21)
(74)
Other
3
(1)
5
Total
98
(24)
(107)
Adjusted Interest
Adjusted Interest is calculated by adjusting the reported finance income and costs by net interest adjustments (amortisation of discount on legacy
provisions and foreign exchange and hedge accounting ineffectiveness).
2023
AER
£m
2022
AER
£m
Finance cost
 189 
 79 
Finance income
(48) 
(49) 
Add back:
Amortisation of discount on legacy provisions
(11) 
(3) 
Foreign exchange and hedge accounting ineffectiveness
 11 
 21 
Adjusted Interest
 141 
 48 
Rentokil Initial plc
Annual Report 2023
237
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Adjusted Operating Profit
Adjusted Operating Profit is calculated by adding back one-off and adjusting items, and amortisation and impairment of intangible assets
to operating profit.
2023
£m
2022
£m
Operating profit
625
317
Add back:
One-off and adjusting items
98
136
Amortisation and impairment of intangible assets
1
175
118
Adjusted Operating Profit (at AER)
898
571
Effect of foreign exchange
(1)
Adjusted Operating Profit (at CER)
897
571
1. Excluding computer software.
Adjusted Profit Before and After Tax
Adjusted Profit Before Tax is calculated by adding back net interest adjustments, one-off and adjusting items, and amortisation and impairment of
intangible assets to profit before tax. Adjusted Profit After Tax is calculated by adding back net interest adjustments, one-off and adjusting items,
amortisation and impairment of intangible assets, and the tax effect on these adjustments to profit after tax.
2023
IFRS
measures
£m
Net interest
adjustments
£m
One-off and
adjusting items
£m
Amortisation and
impairment of
intangibles
1
£m
Non-IFRS
measures
£m
Profit before income tax
493
98
175
766
Adjusted Profit Before Tax
Income tax expense
(112)
(2)
(24)
(44)
(182)
Tax on Adjusted Profit
Profit for the year
381
(2)
74
131
584
Adjusted Profit After Tax
2022
IFRS
measures
£m
Net interest
adjustments
£m
One-off and
adjusting items
£m
Amortisation and
impairment of
intangibles
1
£m
Non-IFRS
measures
£m
Profit before income tax
296
(18)
136
118
532
Adjusted Profit Before Tax
Income tax expense
(64)
3
(20)
(24)
(105)
Tax on Adjusted Profit
Profit for the year
232
(15)
116
94
427
Adjusted Profit After Tax
1. Excluding computer software.
Adjusted EBITDA
Adjusted EBITDA is calculated by adding back finance income, finance cost, share of profit from associates net of tax, income tax expense,
depreciation, one-off and adjusting items, and amortisation, impairment of intangible assets and other non-cash expenses to profit for the year.
2023
£m
2022
£m
Profit for the year
381
232
Add back:
Finance income
(48)
(49)
Finance cost
189
79
Share of profit from associates net of tax
(9)
(9)
Income tax expense
112
64
Depreciation
300
276
Other non-cash expenses
30
12
One-off and adjusting items
98
136
Amortisation and impairment of intangible assets
1
175
118
Adjusted EBITDA
1,228
859
1. Excluding computer software.
238
Rentokil Initial plc
Annual Report 2023
Adjusted Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of
shares in issue during the year, and is explained in Note A2 to the Consolidated Financial Statements. 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 and is shown below.
For Adjusted 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 are explained in Note A2 to the Consolidated Financial Statements.
2023
£m
2022
£m
Profit attributable to equity holders of the Company
 381 
 232 
Add back:
Net interest adjustments
 – 
 
(18) 
One-off and adjusting items
 98 
 136 
Amortisation and impairment of intangibles
1
 175 
 118 
Tax on above items
2
(70) 
(41) 
Adjusted profit attributable to equity holders of the Company
 584 
 427 
Weighted average number of ordinary shares in issue (million)
 2,516 
 2,002 
Adjustment for potentially dilutive shares (million)
 11 
 12 
Weighted average number of ordinary shares for diluted earnings per share (million)
 2,527 
 2,014 
Basic Adjusted Earnings Per Share
 23.19p 
21.34p
Diluted Adjusted Earnings Per Share
 23.08p 
21.22p
1. Excluding computer software.
2. The tax effect on add-backs is as follows: one-off and adjusting items £24m (2022: £20m); amortisation and impairment of intangibles £44m (2022: £25m); and,
net interest adjustments £2m (2022: £(3)m).
Adjusted cash measures
The Group aims to generate sustainable cash flow in order to support its acquisition programme and to fund dividend payments to shareholders.
Management considers that this is useful information for investors. Adjusted cash measures in use are Free Cash Flow, Adjusted Free Cash Flow,
and Adjusted Free Cash Flow Conversion.
Free Cash Flow
Free Cash Flow is measured as net cash flows from operating activities, adjusted for cash flows related to the purchase and sale of property,
plant, equipment and intangible 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. Free Cash Flow is used by management for incentive purposes and is a measure
shared with and used by investors. A reconciliation of net cash flows from operating activities in the Consolidated Cash Flow Statement to
Free Cash Flow is provided in the table below.
2023
£m
2022
£m
Net cash flows from operating activities
737
600
Purchase of property, plant, and equipment
(167)
(153)
Purchase of intangible assets
(44)
(37)
Capital element of lease payments and initial direct costs incurred
(151)
(104)
Proceeds from sale of property, plant and equipment, and software
14
5
Cash impact of one-off and adjusting items
107
59
Dividends received from associates
4
4
Free Cash Flow
500
374
Rentokil Initial plc
Annual Report 2023
239
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion
Adjusted Free Cash Flow Conversion is provided to demonstrate to investors the proportion of Adjusted Profit After Tax that is converted to cash.
It 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.
Product development additions are adjusted due to their variable size and non-underlying nature. Net investment hedge cash interest through
Other Comprehensive Income is adjusted because the cash relates to an item that is not recognised in Adjusted Profit After Tax.
2023
£m
2022
£m
Free Cash Flow
500
374
Product development additions
10
10
Net investment hedge cash interest through Other Comprehensive Income
12
8
Adjusted Free Cash Flow (a)
522
392
Adjusted Profit After Tax (b)
584
427
Adjusted Free Cash Flow Conversion (a/b)
89.4%
91.8%
The nearest IFRS-based equivalent measure to Adjusted Free Cash Flow Conversion would be Cash Conversion, which is shown in the table below
to provide a comparison in the calculation. Cash Conversion is calculated as net cash flows from operating activities divided by profit attributable
to equity holders of the Company, expressed as a percentage. Management considers that this is useful information for investors as it gives an
indication of the quality of profits, and ability of the Group to turn profits into cash flows.
2023
£m
2022
£m
Net cash flows from operating activities (a)
737
600
Profit attributable to equity holders of the Company (b)
381
232
Cash Conversion (a/b)
193.4%
258.6%
Adjusted Effective Tax Rate (Adjusted ETR)
Adjusted Effective Tax Rate is used to show investors and management the rate of tax applied to the Group’s Adjusted Profit Before Tax.
The measure is calculated by dividing Adjusted Income Tax Expense by Adjusted Profit Before Tax, expressed as a percentage.
2023
£m
2022
£m
Income tax expense
112
64
Tax adjustments on:
Amortisation and impairment of intangible assets
1
44
24
Net interest adjustments
2
(3)
One-off and adjusting items
24
20
Adjusted Income Tax Expense (a)
182
105
Adjusted Profit Before Tax (b)
766
532
Adjusted Effective Tax Rate (a/b)
23.8%
19.7%
1. Excluding computer software.
The Group’s effective tax rate (ETR) for 2023 on reported profit before tax was 22.7% (2022: 21.6%). The Group’s Adjusted ETR before
amortisation of intangible assets (excluding computer software), one-off and adjusting items, and the net interest adjustments for 2023
was 23.8% (2022: 19.7%). This compares with a blended rate of tax for the countries in which the Group operates of 25.1% (2022: 23.7%).
The Group’s low tax rate in 2023 is primarily attributable to net prior-year tax credits of £12m (2022: £9m).
The Group’s tax charge and Adjusted 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.
240
Rentokil Initial plc
Annual Report 2023
Liquidity and capital resources
The primary source of the Group’s liquidity over the past two 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 2023 and 2022.
Cash flows from operating, investing and financing activities, as reflected in the accompanying Consolidated Cash Flow Statement, are
summarised in the following table:
2023
£m
2022
£m
2021
£m
% change
2023
2022
Net cash provided from (used for):
Operating activities
737
600
563
22.8
6.6
Investing activities
(416)
(1,197)
(441)
65.2
(171.4)
Financing activities
(361)
1,323
(417)
(127.4)
417.3
Net (decrease)/increase in cash and cash equivalents
(40)
726
(295)
(105.6)
346.1
Cash and cash equivalents at the beginning of the year
879
242
551
263.2
(56.1)
Exchange losses on cash and cash equivalents
(7)
(89)
(14)
94.4
(535.7)
Cash and cash equivalents at end of the financial year
832
879
242
(5.2)
263.2
Operating activities
Net cash inflows from operating activities increased by £137m, or 22.8%, to £737m in the year ended 31 December 2023, from £600m in the year
ended 31 December 2022. Operating Profit increased by £308m, to £625m in the year ended 31 December 2023 from £317m in the year ended
31 December 2022. Within Operating Profit, non-cash items moved as follows: (i) depreciation and impairment of property, plant and equipment
increased by £6m to £154m in the year ended 31 December 2023 from £148m in the year ended 31 December 2022, due to businesses acquired
during the period; (ii) depreciation of leased assets increased by £14m to £120m in the year ended 31 December 2023 from £106m in the year
ended 31 December 2022; (iii) amortisation and impairment of intangible assets (excluding computer software) increased by £57m to £175m
in the year ended 31 December 2023, from £118m in the year ended 31 December 2022, due to businesses acquired during the period; (iv)
amortisation and impairment of computer software increased by £4m to £26m in the year ended 31 December 2023, from £22m in the year
ended 31 December 2022, due to businesses acquired during the period; and (v) other non-cash items increased by £18m to £26m in the year
ended 31 December 2023, from £8m in the year ended 31 December 2022, mainly due to higher share-based payment costs as a result of the
Terminix transaction.
Working capital flow decreased £120m to a £123m outflow in the year ended 31 December 2023, from a £3m outflow in the year ended
31 December 2022, due to termite provision payments and overall growth in the business. This is reflected in the trade and other receivables
outflow, increasing by £34m to £29m in the year ended 31 December 2023 from a £5m inflow in the year ended 31 December 2022, and the trade
and other payables and provisions outflow increasing by £66m to a £60m outflow in the year ended 31 December 2023, from a £6m inflow in the
year ended 31 December 2022. The net impact of interest and tax paid was an increase of £150m to £266m in the year ended 31 December 2023
from £116m in the year ended 31 December 2023, due to higher debt because of the funding of the Terminix transaction and higher profits.
Investing activities
Net cash outflows from investing activities decreased by £781m, or 65.2%, to £416m in the year ended 31 December 2023 from £1,197m in the year
ended 31 December 2022. The main driver of this decrease was acquisitions of companies and businesses decreasing by £776m to £242m for
the year ended 31 December 2023 from £1,018m in the year ended 31 December 2022, due to the non-repeat of the acquisition of Terminix in the
year ended 31 December 2022.
Financing activities
Net cash flows from financing activities decreased by £1,684m to a £361m outflow in the year ended 31 December 2023 from a £1,323m inflow
in the year ended 31 December 2022. The main drivers of this decrease were inflows from proceeds from new debt decreasing by £2,383m to
£nil for the year ended 31 December 2023, from £2,383m in the year ended 31 December 2022, dividends paid increasing by £79m to £201m in
the year ended 31 December 2023 from £122m in the year ended 31 December 2022, and outflows from the capital element of lease payments
increasing by £53m to £157m in the year ended 31 December 2023 from £104m in the year ended 31 December 2022, largely as a result of a
full year of the Terminix acquisition within the Group in 2023. Further, outflows from debt repayments decreased by £844m to £nil in the year
ended 31 December 2023, from £844m in the year ended 31 December 2022, due to the non-repeat of debts settled that were acquired with
the Terminix transaction in the year ended 31 December 2022.
Rentokil Initial plc
Annual Report 2023
241
Strategic Report
Other Information
Financial Statements
Corporate Governance
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 2023.
The Corporate Governance Report for the year on pages 96 to 161
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 4 to 94:
• an indication of likely future developments in the business of the
Company;
• 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 19, 26, 27, 42 and 53);
• details of our colleagues and human rights (Responsible Business,
pages 68 to 70 and 86);
• engagement with colleagues, customers, suppliers, and others
(pages 84 and 85);
• information on greenhouse gas emissions and energy use
(Responsible Business, pages 80 and 81); and
• principal risks and uncertainties (Risks and Uncertainties, pages 87
to 93).
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 and waiver
of dividends is set out on pages 242 and 243. No other paragraphs
under Listing Rule 9.8.4 apply.
Company constitution
Rentokil Initial plc is a public 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 82 countries (the Group operates in 90 countries).
The Company’s related undertakings are listed on pages 214 to 220.
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 2023, can be found in the Corporate
Governance Report on pages 98 to 101. All the Directors will be
standing for re-election at the 2024 AGM.
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 notice
period of three months has been proposed for Non-Executive
Directors as set out in the Remuneration Policy on pages 152 to 161.
A pro-forma of the Non-Executive Directors’ letter of appointment
is available on our website along with the Chairman’s letter
of appointment.
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 243.
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 146. During the year, no Director had any material interest
in any contract of significance to the Group’s business. There have
been no changes to the beneficial interests of the Directors between
31 December 2023 and the date of this report.
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-quarters of the persons voting at a meeting at which there is
a quorum.
Dividend
The Directors have recommended a final dividend of 5.93p per share
for the financial year ended 31 December 2023. Payment of this
dividend is subject to shareholder approval at the 2024 AGM. Further
information on the Company’s dividend policy can be found on page
62 and the key dates for the final dividend can be found on page 246.
Share capital
The Company’s share capital during the year consisted of ordinary
shares of 1p each. There were 2,522,539,885 shares in issue at
31 December 2023, which represents 100% of the Company’s issued
share capital (2022: 2,520,039,885). 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 2023, the proportion of ordinary shares represented
by American Depositary Shares (ADSs) was 10.75% of the issued share
capital of the Company. At 31 December 2023, there were 10,626
registered holders of ordinary shares, of which 99 were based in the
US, and there were seven 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
2022 and 31 December 2023 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.
242
Rentokil Initial plc
Annual Report 2023
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 £16,800,000 was
obtained at the AGM on 10 May 2023. The authority remains in force
and approval will be sought from shareholders at the 2024 AGM to
renew the authority for a further year.
During the year, a total of 2.5 million ordinary shares with an aggregate
nominal value of £25,000 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). The shares were issued to satisfy
awards that vested in 2023 under the Company’s Performance
Share Plan.
Details of the shares held by the Trustee are contained beneath the
Consolidated Statement of Changes in Equity table on page 172.
As at 31 December 2023, the Trustee holds on trust 0.52% 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 252,000,000 shares was obtained at the AGM on 10 May 2023
and such authority will be valid until the 2024 AGM. No purchases
of its shares were made by the Company during 2023. The authority
is normally renewed annually and approval will be sought from
shareholders at the 2024 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 Euro Medium-Term Notes 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 2023. 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 2023 pursuant to DTR 5
%
No. of ordinary
shares
Date of
notification
of interest
BlackRock, Inc.
8.73
219,658,668
14/10/22
Majedie Asset Management Ltd
1
5.61
101,963,126
07/03/14
The Capital Group Companies, Inc.
5.12
128,953,806 27/04/23
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
FMR LLC
4.32
108,487,628
18/10/22
Citigroup Global Markets Limited
3.76
94,839,249
24/10/22
GIC Private Limited
3.00
75,807,848
03/11/23
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 2023 and 7 March 2024.
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 203 and 204 of the Financial Statements.
Post balance sheet events
There were no significant post balance sheet events affecting the
Group since 31 December 2023.
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 2023 (2022: £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
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.
Rentokil Initial plc
Annual Report 2023
243
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Report
continued
Engagement with employees, suppliers,
customers, and others
We have 62,900 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 84 and 85, while details of Board
engagement are provided throughout the Corporate Governance
Report, principally on pages 114 and 115. The section 172(1) statement
can be found on page 83 and details of principal decisions taken by
the Board during 2023 can be found on page 111. Examples of how the
Board had regard for stakeholders in its decisions and the effect of
that regard are shown on pages 108 to 111. More than 1,100 managers
and technical experts participate in our Performance Share Plan (see
page 155). 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 equivalent US
regulation, 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
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 which were in force throughout 2023 and up to the signing
of this report, 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 are 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 213 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.
Going concern
The Directors, having made enquiries as set out on page 175,
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 203
to 212.
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 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:
• select suitable accounting policies and then apply them consistently;
• 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;
• make judgements and accounting estimates that are reasonable and
prudent; and
• 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.
244
Rentokil Initial plc
Annual Report 2023
Directors’ confirmations
Each of the Directors, whose names and functions are listed in
pages 99 to 101 of the Annual Report confirm that, to the best of
their knowledge:
• the Group Financial Statements, which have been prepared in
accordance with UK-adopted international accounting standards and
IFRSs as issued by the International Accounting Standards Board, give
a true and fair view of the assets, liabilities, financial position, and profit
of the Group;
• 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;
• 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; and
• 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.
The Directors’ Report on pages 96 to 161 and pages 242 to 245 and
the Strategic Report on pages 4 to 94 were approved by a duly
authorised Committee of the Board of Directors and signed on its
behalf by Catherine Stead, the Company Secretary, on 7 March 2024.
Catherine Stead
Company Secretary
7 March 2024
Registered office:
Compass House, Manor Royal,
Crawley, West Sussex, RH10 9PY.
Registered in England and Wales No: 5393279
Rentokil Initial plc
Annual Report 2023
245
Strategic Report
Other Information
Financial Statements
Corporate Governance
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 ADSs.
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.
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 2023 – 440.8p
2023 high/low – 655.2p/406.4p
Dividends
2023 final dividend
The Directors have recommended a final dividend of 5.93p per share,
for the financial year ended 31 December 2023. Payment of this
dividend is subject to approval at the 2024 AGM. When taken with the
interim dividend of 2.75p paid on 11 September 2023, this gives a total
dividend of 8.68p (2022: 7.55p).
Key dates relating to this dividend are given below.
Ex-dividend date
Thursday 4 April 2024
Record date
Friday 5 April 2024
Last day for DRIP elections
Tuesday 23 April 2024
Annual General Meeting
Wednesday 8 May 2024
Payment date
Wednesday 15 May 2024
For further dividend information, please see page 62 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 29 April
2024, 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
.
246
Rentokil Initial plc
Annual Report 2023
American Depositary Shares
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 2024 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 11:30am on 8 May 2024 (see page 115
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
Rentokil Initial plc
Annual Report 2023
247
Strategic Report
Other Information
Financial Statements
Corporate Governance
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
Cities of the
Future
Rentokil Initial’s focused M&A programme in
Emerging markets (see page 11)
Company
Rentokil Initial plc
CVC
Customer Voice Counts
DBP
Rentokil Initial plc Deferred Bonus Plan
DE&I
Diversity, equity, and inclusion
Director
A Director of Rentokil Initial plc
EBITDA
Earnings before interest, tax, depreciation,
and amortisation
ECL
Expected credit loss
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
Growth and
Emerging markets
Rentokil Initial defined markets for operations
(see pages 30 and 31)
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
RSP
Restricted Share Plan
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
248
Rentokil Initial plc
Annual Report 2023
Cautionary statement
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 2023 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,” “seek”, “aim”, “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 2023 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:
• our ability to integrate acquisitions successfully, or any unexpected
costs or liabilities from our disposals;
• difficulties in integrating, streamlining, and optimising our IT systems,
processes, and technologies;
• the availability of a suitably skilled and qualified labour force to
maintain our business;
• our ability to attract, retain, and develop key personnel to lead our
business;
• 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;
• inflationary pressures, such as increases in wages, fuel prices, and
other operating costs;
• supply chain issues, which may result in product shortages or other
disruptions to our business;
• weakening general economic conditions, including changes in the
global job market, or decreased consumer confidence or spending
levels especially as they may affect demand from our customers;
• our ability to implement our business strategies successfully, including
achieving our growth objectives;
• our ability to retain existing customers and attract new customers;
• the highly competitive nature of our industries;
• cyber security breaches, attacks, and other similar incidents as well as
disruptions or failures in our IT systems or data security procedures
and those of our third-party service providers;
• extraordinary events that impact our ability to service customers
without interruption, including a loss of our third-party distributors;
• our ability to protect our intellectual property and other proprietary
rights that are material to our business;
• 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;
• the identification of material weaknesses in our internal control over
financial reporting within the meaning of Section 404 of the
Sarbanes-Oxley Act;
• any future impairment charges, asset revaluations, or downgrades;
• 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;
• termite damage claims and lawsuits related thereto and any associated
impacts on the termite provision;
• our ability to comply with safety, health, and environmental policies,
laws and regulations, including laws pertaining to the use of pesticides;
• any actual or perceived failure to comply with stringent, complex, and
evolving laws, rules, regulations, and standards in many jurisdictions,
as well as contractual obligations, including data privacy and security;
• changes in tax laws and any unanticipated tax liabilities;
• adverse credit and financial market events and conditions, which
could, among other things, impede access to or increase the cost
of financing;
• the restrictions and limitations within the agreements and instruments
governing our indebtedness;
• a lowering or withdrawal of the ratings, outlook, or watch assigned to
our debt securities by rating agencies;
• an increase in interest rates and the resulting increase in the cost of
servicing our debt; and
• 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 87 to 93,
as well as page 78 (in relation to climate-related risk) and pages 203
and 204 (in relation to financial risks), of this Annual Report 2023.
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 2023 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 2023 should be construed as a profit forecast.
Rentokil Initial plc
Annual Report 2023
249
Strategic Report
Other Information
Financial Statements
Corporate Governance
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