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Protecting People.
Enhancing Lives.
Preserving our Planet.
Rentokil Initial plc
Annual Report 2024
Securing
Sustainable
Growth
Rentokil Initial is a global
leader in Pest Control and
Hygiene & Wellbeing services,
employing c.68,500 colleagues
in 89 countries.
Strategic Report
04
Our Business at a Glance
06
100 Years of Rentokil
08
Q&A with Andy Ransom, Chief Executive
12
Our Strategic Priorities
20
Reasons to Invest
22
Our Business Model
24
Key Performance Indicators
28
Market Trends and Opportunities
32
Our Regions and Business Categories
50
Our Strategic Enablers at a Glance
52
Financial Review
57
Use of Non-IFRS Measures
63
Responsible Business
81
Section 172(1) Statement
82
Non-Financial and Sustainability
Information Statement
83
Risks and Uncertainties
90
Viability Statement
Contents
Corporate Governance
 92
Chair’s Introduction to Governance
 94
Board of Directors
 96
Executive Leadership Team
 98
Our Governance
110
Our Stakeholders
114
Audit Committee Report
122
Nomination Committee Report
127
Directors’ Remuneration Report
154
Independent Auditors’ Report
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 57 to 62 for more information.
The content of this Annual Report reflects the views, opinions and status of the Company as at 6 March 2025.
Financial Statements
162
Consolidated Financial Statements
167
Notes to the Consolidated Financial
Statements
207
Related Undertakings
215
Parent Company Financial Statements
217
Notes to the Parent Company
Financial Statements
Other Information
221
Management’s Discussion and Analysis
235
Directors’ Report
239
Additional Shareholder Information
241
Glossary
Q&A with Andy Ransom,
Chief Executive
Our Strategic Priorities for Securing
Sustainable Growth
Our Regions and Business
Categories
Our mission
Our mission defines what we
do and how we serve our
stakeholders.
Protecting People
Enhancing Lives
Preserving our Planet
Our values
Our values are shared by all
colleagues around the world and
underpin the culture of the Group.
Service
Relationships
Teamwork
Responsibility
Our vision
To be the most loved and
respected services business
on the planet.
See pages 8 to 11
See pages 12 to 19
See pages 32 to 37
2
Rentokil Initial plc
Annual Report 2024
Securing
Sustainable
Growth
In North America the integration of Terminix is
targeted to be completed by the end of 2026 and
we continue to focus on the execution of our
R
I
GH
T
WAY 2
organic growth plan. Our leading
International Pest Control and Hygiene & Wellbeing
businesses are driving organic growth through the
deployment of new innovations and digital
technologies. Globally, we have an outstanding
bolt-on mergers and acquisitions (M&A) opportunity
in highly fragmented Growth and Emerging markets.
Read about our
Strategic Priorities on page 12
BUSINESS SUPPORT SERVICES
SECTOR WINNER
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
3
Our Business at a Glance
Providing services that protect people
and enhance lives
What we do
Rentokil Initial is a global leader in the
provision of route-based services. Our 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 business activities
Pest Control
is the largest global commercial
pest control business. Our key points of
differentiation include our brand strength,
international reach, customer service, and
digital innovation.
Hygiene & Wellbeing
is a leading hygiene
services business providing high-quality
hygiene solutions and services for washrooms,
full premises, and enhanced environments.
Workwear
in France specialises in the supply
and maintenance of garments, such as
workwear and personal protective equipment.
Where we operate
Our local service teams across the world
operate in 89 countries, with more than 93%
of our revenue derived from outside the UK.
Rentokil Initial operates regionally and reports
performance across five global regions.
Who we serve
We have over 5 million customers and perform
over 34 million service visits per year – from
the largest multinational companies to local
shops, restaurants, and homes. With high
levels of customer service and retention rates,
we continue to build our portfolio.
Group highlights
Revenue (at CER)
W
£
5,587
m
+3.9%
2023: £5,375m
Adjusted Operating Profit (at CER)
W
£
860
m
−4.2%
2023: £898m
Revenue (at AER)
£
5,436
m
+1.1%
2023: £5,375m
Profit before tax (at AER)
£
405
m
−17.9%
2023: £493m
Net Cash Flows from Operating Activities
(at AER)
£
678
m
−8.0%
2023: £737m
Free Cash Flow (at AER)
W
£
410
m
−18.0%
2023: £500m
Lost Time Accident
(LTA)
W
0.29
+6.5%
2023: 0.31
Total colleague retention
W
86.6
%
+242bps
2023: 84.2%
Total customer retention
W
82.8
%
+50bps
2023: 82.3%
Revenue by region
Revenue by business category
Pest Control
79%
Hygiene & Wellbeing
17%
France Workwear
4%
North America
60%
International
Europe (incl. Latin America)
20%
UK & Sub-Saharan Africa
8%
Asia & MENAT
7%
Pacific
5%
International total
40%
Find out more about our Business Categories
on pages 40 to 43
Find out more on pages 33 to 37
Find out more on pages 40 to 47
KPIs, see pages 24 to 27
W
4
Rentokil Initial plc
Annual Report 2024
Our culture
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.
Keeping our people safe
Health and safety is central to our
culture. There is nothing more
important than ensuring that
everyone goes home safely at
the end of their working day.
Embracing diversity
We strive to create an environment
where everyone’s contribution
matters, and everyone has equal
opportunities to reach the highest
levels based on merit.
Building a sustainable business
We are committed to a net zero
carbon emissions target by the end of
2040, doing the right thing for society
and for our business. We also make
meaningful contributions to the local
economies and communities where
we operate.
Developing and training our people
Through our Employer of Choice
programme we create a workplace
where we invest in high-quality
training and long-term career
development for our people.
Delivering great customer service
Our vision is to be the most loved and
respected services business,
delivering consistently high standards
to ensure customer retention and
sales of additional products.
Innovation at our core
We are proud to have a strong track
record of best-in-class, differentiated
innovation – which is central to
everything we do.
Engaging and retaining our people
Our Employer of Choice programme
and our market-leading practices give
us the ability to attract, hire, and
retain the best people from the
widest possible pool of talent.
Find out more on page 66
Find out more on pages 68 to 79
Find out more on page 65
Find out more on page 66
Find out more on pages 38, 39 and 69
Find out more on page 67
Find out more on page 66
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
5
1925
1960s
1940s
1980s
1930s
1970s
1950s
1990s
1994
Rentokil treats
the soil for
termites around
the Petronas
Twin Towers,
Kuala Lumpur,
then the tallest
building in the
world
1979
Wins pest control contract
for Britain’s then-tallest
building, the 52-storey
NatWest Tower (Tower 42)
1925
Founder Harold Maxwell-Lefroy,
the first Professor of Entomology at
Imperial College, and his business
partner Bessie Eades introduce
Rentokil as a brand name
1957
Rentokil is bought
by British Ratin for
£100,000. Retains
Rentokil Group Ltd
name
1944
Rentokil hires Dr Norman Hickin
as scientific director. Hickin
wrote over 20 books, and
helped the Company develop
revolutionary fly sprays, insect
powders, mothproofing and dry
rot treatments
1996
Rentokil Initial is
created with the
acquisition of BET
1969
A new laboratory
block opens at the
Company’s Felcourt
head office in East
Grinstead, dedicated
to science, research
and development
1966
Rentokil was awarded
a contract to repel
birds at Buckingham
Palace and for pest
control at the newly
opened Post Office
Tower (BT Tower)
1990
Rentokil continues to expand
geographically, with business
lines including office cleaning,
tropical plants and hygiene
services
1970–1971
International expansion continues
as Rentokil enters Finland, Belgium,
Norway, Tanzania, Uganda, Zambia,
Israel and Malaysia, along with
franchise operations in Thailand,
Argentina, Ghana, Senegal, Zaire,
Iran, Kuwait, Namibia, Seychelles
and Netherlands Antilles
1965
Rentokil takes on the role
of modern Pied Piper
when it secures 10-year
pest control contract for
the city of Hameln
(Hamelin), Germany
1960s
Rentokil enters Germany,
France, the Bahamas, Greece,
Trinidad, Denmark, Hong
Kong, the Philippines,
Singapore, Barbados,
Australia, Guyana,
St Lucia, New Zealand,
Malaysia, Sweden, Jamaica,
South Africa, Kenya,
Switzerland and Indonesia
1986
Crown immunity removed
from hospitals in the UK after
lobbying by Rentokil and the
British Pest Control Association.
Before this, the buildings had
been exempt from mandatory
environmental health rules.
The change dramatically
reduced hospital-acquired
infections throughout the NHS
100 Years of Rentokil
From innovative beginnings to a global leader
Rentokil invented modern pest control, and celebrates its 100th anniversary in 2025 as
the world’s largest and best-known pest controller. With tens of thousands of dedicated
pest control experts across 89 countries, the business protects public health and private
livelihoods from rodents, cockroaches, moths, bed bugs, termites, and more. To mark
this significant milestone, we are planning a year-long celebration for colleagues and
customers, as well as charities and the communities in which we operate.
6
Rentokil Initial plc
Annual Report 2024
2000s
2010s
2020s             2025
2007
Expansion into Asia
Launch of the smart mousetrap –
RADAR – the Rodent Activated,
Detection And Riddance device, which
combines CO
2
and infrared technology
2017
The Queen’s Award for
International Trade
The Power Centre for
innovation is established
Becomes the leading
pest control provider
in India after taking a
majority stake in joint
venture with PCI
2024
Rentokil Initial is ranked as one
of the world’s best companies
to work for by TIME
Rentokil Terminix Innovation
Centre opened in Dallas, Texas
We have reached
500,000 PestConnect
devices
2018
The Queen’s Award
for Enterprise
The Queen’s
Award for Innovation
Becomes the leading
pest control provider
in the Middle East with
acquisition of the UAE’s
National Pest Control
2025
100 years
of Rentokil
2008
Pest control for the Beijing Olympics
2009
Rentokil is called in to Libya to treat
rats carrying bubonic plague
Rentokil becomes a cloud pioneer,
standardising Google apps and email
addresses around the world, and
adopting smartphones to streamline
operations
2011
Entry into the Mexican
market with the
acquisition of Tetengo
2012
The launch of heat
treatment for bed
bugs and other
insects
2013
The world’s
first pop-up
Pestaurant
2020
The Queen’s Award
for Innovation
2022
Acquisition of Terminix in the US
makes Rentokil the world’s largest
pest control company
2016
Pest control for
the Rio Olympics
2019
Britain’s Most Admired
Company for Diversity
& Inclusion
Enters Pakistan through a joint
venture with C-SHINE
2014
PestConnect
launches
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
7
Q&A with Andy Ransom, Chief Executive
All the questions in this section
have been posed by investors
over the past year.
A meaningful increase in
five-star customer reviews
demonstrates the positive
experiences we are
delivering. By strengthening
colleague retention, building
stronger relationships and
delivering excellent service,
we are driving long-term
customer loyalty.
Andy Ransom
Chief Executive
Q&A
How would you characterise the
Group’s performance in 2024?
A:
2024 was a challenging year for the Group.
Our North America business has been
underperforming as we implement our
Terminix integration plan, resulting in Organic
Revenue growth for the year of 1.5%. Our
target remains to have completed the
integration by the end of 2026, and we remain
confident in the significant opportunities
created by the transaction.
Globally, we continue to benefit from our
strong footprint in attractive markets. In 2024,
our International business (Group excluding
North America) grew Revenue at 8.2%, of
which 4.7% was organic. This included organic
growth in Pest Control of 5.3%. Worldwide, we
have continued to build scale and density in
new and existing cities and expand our
operations in territories such as Central
America, India, and Australia.
Q:
In 2024, our International business
(Group excluding North America)
grew Revenue at
8.2
%
8
Rentokil Initial plc
Annual Report 2024
Can you elaborate on the
concept of satellite branches
in North America and their
expected impact?
A:
We recognise that some of our weakened
digital lead flow performance is in part down
to decisions taken on branch co-locations.
The satellite branches are therefore targeted
at enhancing the visibility and digital presence
of our brands and services. We initially
launched 10 sites in key metro areas in 2024.
These smaller branches are fully branded
and operational. They serve as localised
hubs with active facilities, staffed with sales,
administrative, and customer support teams.
An effective online presence is characterised
by how easily customers can locate your
business using relevant keywords in search
engines and the number of virtual touchpoints.
We expect these satellite branches to be
another touchpoint, discoverable to search
engines and potential customers and thus
increasing the visibility of our business across
the internet and social media platforms.
From a strategic standpoint, satellite branches
are cost effective and provide us with
flexibility. They incur limited overhead in
comparison with full scale branches and
can be located in populous catchment areas.
Early feedback has been encouraging.
They are helping drive digital leads and
are being recognised by search engines.
As we identify areas with growing demand
and other attractive demographics, these
smaller facilities can quickly be established.
We currently have 22 satellite branches in
operation as part of our overall branch
network
How would you describe
the progress of the Terminix
integration this year?
A:
The integration timetable has proceeded to
plan and we’ve successfully delivered on key
aspects of the programme, including legal, IT,
and operational goals. After a busy first six
months of the year when we harmonised
multiple business processes, during the
summer we started the important work
of branch systems and data migration.
I’m pleased to report that this has progressed
strongly, with each wave of systems integration
better than the last one. As at year end, 58
branches, nearly 1,000 service technicians,
and $373m in revenue have been successfully
transitioned onto the unified Rentokil Terminix
systems platform.
In the final quarter of the year, for the first time
we also commenced rerouting and piloting of
our new sales and service pay plans, to initially
cover nine branches encompassing over 250
technicians and about 40 sales colleagues.
The rerouting efforts have gone as planned
and the implementation of the new pay plan
for the first group of colleagues has been
positively received. There has been minimal
disruption to operations at these locations,
with continued good performance in customer
and colleague retention. This level of
operational success reflects the hard work
of our teams, and our extensive planning and
testing, and underscores our ability to execute
on integration.
Beyond the technical aspects, this integration
also represents a cultural alignment between
the legacy companies. Bringing together two
teams under a unified platform is a testament
to our colleagues’ resilience and adaptability.
The unified system allows for greater
efficiency and better data flow, and will enable
an improved customer experience. As we
expand this transition, we are focused on
ensuring that all teams remain supported,
trained, and fully engaged. With the success
we’ve seen so far, I am confident that the full
integration will be a defining achievement
for Rentokil.
Q:
Q:
Find out more on pages 18 to 19
How has Rentokil addressed
recent growth challenges in
the North America business?
A:
We have put into action our
R
I
GH
T
WAY 2
growth plan to address challenges faced,
principally in residential and termite pest
control. Digital channels are key for these
consumer-facing markets, and therefore digital
lead generation has been an area of focus for
us. This has included optimising the process to
increase lead volume and improve lead
quality. We have made good strides in
developing our paid search strategies: refining
our bidding strategy for critical search terms
and strengthening our local search ads,
enabling us to achieve a high return on
investment. We have also been working on
organic lead capability, enhancing the content
on our websites to align with AI-generated
search answers, to improve our rankings over
time. Other areas of progress include securing
more five-star reviews from our customers –
a critical component of search visibility, and
leveraging technician leads through our
Trusted Advisor programme, creating a
complementary stream of lead generation.
Alongside marketing initiatives, we've
increased focus and accountability on
executing the selling basics, targeting
improved speed from lead to inspection
and proposal.
We know that further action is required to
optimise sales and marketing execution which
will drive customer acquisition. Organic search
improvements in particular take time to
materialise. It’s a long-term game that requires
consistent focus, and we are fully committed
to maximising the opportunity.
Q:
Find out more on pages 13 to 17
We currently have
22
satellite branches in operation in
North America
Find out more on page 16
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
9
Q&A with Andy Ransom, Chief Executive
continued
Customer retention has been
highlighted as a key driver for
Rentokil’s growth. What measures
are being taken to improve it?
A:
Customer retention is the lifeblood of our
business, and improving it remains a top
priority. While our North America retention
rates have slightly improved through the
course of the year to 80.1%, there is still
opportunity to do more on the customer
count, especially with the residential business.
To achieve this, we’ve focused on colleague
retention first. Rentokil Initial has always seen
a strong link between colleague and customer
retention and growth. After two years of
sustained improvement in retention, our
technician turnover rates have significantly
decreased, which has a direct, positive
impact on the customer experience.
The branch strategy remains a
topic of interest. Can you share
your perspective on branch size
and growth potential?
A:
There has been significant interest in the size
of our branches and whether smaller branches
outperform larger ones. While smaller satellite
branches appear to be effective at improving
local presence, particularly for search engine
recognition, larger branches clearly benefit
from economies of scale.
Ultimately, we will adapt our strategy based on
what the data tells us, but we believe a branch
network combining larger, traditional sites and
smaller satellites will serve us well. Based on
our current branch network and mapping of
an optimal footprint for lead generation, we
currently estimate that by the end of 2026 we
will attain an end state of over 500 branches
including satellite branches.
Our focus on the legacy network is on
increasing the size of sub-scale branches.
What’s important is ensuring that every
branch – regardless of size – is well-managed,
efficient, and customer-focused. For this
reason, there will be limited change to the
span of control (i.e. the number of direct
reports a supervisor is responsible for).
Many branches will also benefit from the
introduction of area sales managers, enabling
a greater focus on sales teams and additional
capacity for branch managers to attend to
customers and other service responsibilities.
Q:
Q:
Additionally, we have strengthened our
account management teams, added new
senior customer experience experts and
40 new Customer Save team members,
and partnered with world-class consultants
to drive retention initiatives. We are also
increasing our use of data to identify and
address customer friction points. These
changes ensure we provide consistent,
high-quality service to customers while
proactively addressing any potential issues.
Another focus area is leveraging customer
feedback. Our significant increase in five-star
reviews demonstrates the positive experiences
we are delivering, and we continue to use this
feedback to refine our services. By building
stronger relationships, improving colleague
retention, and delivering excellent service,
we are driving long-term customer loyalty.
Find out more on pages 14 to 15
Find out more on page 19
10
Rentokil Initial plc
Annual Report 2024
Looking ahead, what gives you
confidence that Rentokil will
overcome its current challenges
and achieve its goals?
A:
Over the past year, our business has
experienced significant change as we’ve
progressed our integration and growth
strategies. However, we remain confident that
these strategies will lead to a stronger and
faster growing organisation. Our confidence
stems from a clear plan, a talented team,
and our ability to execute. The integration is
progressing well, and we are already seeing
positive outcomes from our initiatives, such
as the satellite branches and improved lead
generation. We are tackling challenges
head-on and are making measurable progress.
Moreover, the strength of our global business
– with market leadership in dozens of countries
– provides a stable foundation for growth.
We’ve seen continued good momentum in our
International business. In addition to our global
Pest Control operations, we’ve a successful and
complementary Hygiene & Wellbeing business
that continues to enjoy highly resilient demand.
This significant scale gives us the resources
and flexibility to navigate challenges effectively.
As we continue to execute our strategies, I am
confident that Rentokil will emerge stronger,
more resilient, and well-positioned to deliver
long-term value for our stakeholders.
How does Rentokil’s investment
in technology ensure operational
excellence for technicians?
A:
We are committed to providing our technicians
with industry-leading tools and systems to
enhance their productivity and service quality.
The transition from legacy Terminix systems
such as Mission to our enhanced version of
PestPac is central to this effort. While Mission
served us well, it was end-of-life and required
replacement.
Our proprietary version of PestPac includes
enhancements that incorporate the best
features of both platforms. This upgrade
ensures technicians have robust business
information and workflow tools at their
disposal. At the end of 2024, 49% of our
technicians were working on the unified,
enhanced system, and the feedback has
been overwhelmingly positive.
Technology investments extend beyond
systems alone. We are also upgrading mobile
tools, training platforms, and data analytics
capabilities, providing technicians with greater
insights and efficiency in their day-to-day
work. By equipping our workforce with
the right technology, we are empowering
them to deliver exceptional service, which
ultimately strengthens customer satisfaction
and retention.
Q:
Q:
Find out more on page 18
49
%
of our technicians were working on
the unified, enhanced system, and the
feedback has been overwhelmingly
positive
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
11
Securing
Sustainable Growth
The focused execution of our five strategic priorities will
enable us to build on our strategic platform, securing
sustainable growth for the long term.
Our strategic enablers
Delivering organic
growth in North America
Executing the integration
of Terminix into our
North American operations
Growing our global
Pest Control
business through
innovation and
digital
Building our global
Hygiene & Wellbeing
business
Capital allocation
opportunities for
value creation
1
2
4
5
Find out more on pages 13 to 17
Find out more on pages 18 to 19
Find out more on pages 38 to 39
Find out more on pages 44 to 45
Find out more on pages 48 to 49
Provide excellent
customer service
Create value
through innovation
and digital
applications
Manage a
responsible
business
Be an Employer
of Choice
Find out more on pages
38, 39 and 69
Find out more on pages
63 to 80
Find out more on
pages 67
Find out more on
page 65
3
12
Rentokil Initial plc
Annual Report 2024
Strategic Priority #1
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
pages 14 and 15
pages 16 and 17
Existing
Customers
New
Customers
THE RIGHT WAY 2 plan
for organic growth
In 2024, our organic growth plan in North America focused on inbound
sales leads from new and existing customers, increasing Terminix brand
visibility, and delivering a new multi-channel marketing campaign.
Delivering organic
growth in North America
1
+
1.5
%
>
81
%
Organic growth in
North America Pest
Control
North America customer retention
in Q4 2024
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
13
Strategic Priority #1
Existing Customers
Our programme to build the platform for long-term growth in North America
starts with our existing customers and we made progress during the year in
colleague retention, customer experience and retention, and increasing the
number of technicians submitting sales leads. Rebuilding our growth engine
will take time, but we made good progress among existing customers in 2024.
Delivering organic
growth in North America
1
Service colleagues
Fundamental to our growth success is the
ability to deliver industry-leading colleague
retention. Hiring, training, and retaining top
talent is becoming a strength of our business.
In 2024, we delivered material retention
increases in our service technician and
customer care colleague populations.
Total colleague retention in North America
increased by 420bps to 79.4%. Service
colleague retention rose by 425bps to 76.0%.
These improvements reflect our commitment
to our people and the belief that a trained and
engaged team will deliver great service to our
customers which, over time, will lead to
improving customer retention.
Customer satisfaction
Customer experience and customer retention
are key parts of our organic growth model –
we want to keep the customers we have,
delight them with a great experience,
and sell them more services through
our service technicians.
In 2024, we undertook more than 420,000
customer satisfaction surveys in North
America, delivering a good overall Net
Promoter Score of 53.8. Our plan is to use
our customer data to target actions across
the customer experience. State of Service
in North America was 98.5% in 2024.
North America colleague
retention up
420
bps
to
79.4
%
North America Pest Control
Net Promoter Score
53.8
from 420k customer surveys
14
Rentokil Initial plc
Annual Report 2024
Strategic Priority #1
Customer retention – investment
in new Customer Save team
During the year we increased our focus on
customer retention and made an additional
investment into our dedicated Customer Save
team, adding around 40 people. This was
further boosted in Q4. Having identified the
main reasons for customers wanting to leave
(e.g. ‘moving home’, ‘can no longer afford’),
our Customer Save team were incentivised
to address these and delivered a good
performance with the percentage of
customers saved, increasing month on
month through Q4.
It was particularly pleasing to see North
America customer retention increase in Q4,
at above 81% in the final three months of the
year, having started the year in January at
78.5%. North America customer retention
ended the year at 80.1% (2023: 79.5%).
Technician Trusted Advisor leads
Another area we have prioritised in our
RIGHT WAY 2
growth plan is lead generation
from our service technicians, a programme we
call Trusted Advisors. In 2024, using training
programmes, performance dashboards, and
technology improvements, we have seen the
participation rate for this programme increase
from c.40% at the start of the year to c.50%
among Terminix technicians. Trusted advisor
leads also increased by 13% within Terminix.
We remain focused on this opportunity and
expect to deliver further improvements in
participation rates and lead generation
in 2025.
New innovations
Supporting our Trusted Advisors to sell more
to existing customers is our pipeline of new
innovations. In 2024, following the opening
of our Rentokil Terminix Innovation Centre
in Dallas, Texas, we took our first steps with
the launch of Rentokil innovations in North
America, including EcoCatch, for highly
effective flying insect control, and Flexi
Armour, a range of proofing products to
stop rodents from entering a building.
Find out more on page 41
c.
40
Customer Save team
employees added
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
15
Strategic Priority #1
New Customers
The second part of our programme to build the platform for long-term growth
is re-igniting our new customer acquisition engine. Our execution plan to
accomplish this is multifaceted, beginning with, most importantly, a new and
fully staffed team of experienced marketing leaders, who all bring deep
expertise to their respective roles. Next, is to improve the effectiveness and
return on our marketing and digital search spend – our main issue in 2024 was
generating leads from paid-for and organic search marketing. And the final
piece of our plan is the opportunity for improved sales efficiency.
Delivering organic
growth in North America
1
Sales colleagues
Critical to delivering improved sales efficiency
is increasing the retention of our sales
colleagues. Our data highlights that a sales
colleague with more than one year of service
time is typically around 50% more effective
than those with less service time. During the
year, we invested in training, enhanced
compensation plans for new sales colleagues,
and the addition of new area sales managers
to ensure our local sales teams receive the
training, coaching, and support they need.
We were therefore particularly pleased with
the improvement delivered in sales colleague
retention – up by 640 basis points.
Five-star reviews
In addition to potential new customers going
directly to our brand websites, we want to
increase leads from digital search channels.
To generate organic (i.e. not paid-for) search
volumes from the internet you need
high-quality content on your websites and a
strong set of customer reviews to attract the
search tool. Through 2024, we have delivered
a significant improvement in five-star reviews
for our North America Pest Control brands
with over 55,000 five-star reviews –
up by almost 200% on 2023.
Pilot: Satellite branches
Satellite branches now open
Along with impactful web content and
five-star reviews, the third factor in
organic search performance, and
particularly following a recent change
to the Google search algorithm, is the
local location of facilities. Traditionally,
our branches have not been in prime real
estate areas, often in industrial zones.
In Q4 2024, we opened an initial 10
satellite branches in key metro areas
to pilot their impact on operational
efficiency and lead generation. These are
relatively inexpensive, smaller branches.
We now have a total of 22 live, all fully
branded and operational. They serve
as localised operational hubs, offering
strategic coverage with minimal overhead
compared with full-scale branches.
The primary objective of these satellite
branches is to drive lead growth in key
geographies. By increasing our local
presence and profile to attract potential
new customers.
Dallas, TX
Chicago, IL
Miami, FL
Nashville, TN
Washington, DC
Philadelphia, PA
Lakeland, FL
Jacksonville, FL
Baton Rouge, LA
Jackson, MI
10
prime locations
with high potential
customer base
in Q4
Five-star reviews in North America
55,000
up
c.
200
%
Sales colleague retention up by
640
bps
to
72.8
%
16
Rentokil Initial plc
Annual Report 2024
Strategic Priority #1
Scan me!
To see the latest Terminix
advertising campaign
Key focus areas for 2025
1. Raising the bar
• Improve colleague and customer
retention
• Accelerate Trusted Advisor sales leads
• Maintain brand awareness, drive direct
web traffic
• Continue to deliver installation
programme
2. Drive organic search leads
• Better execution for organic search
• New web content
• Increase five-star reviews
• Segmented marketing approach
3. Focus on sales performance
• Increase sales inspection and proposal
rates
• Moving responsibility for field sales fully
to local branches
• Differentiated commissions
• Sales colleague retention and training
• New area sales managers
• New door-to-door pilot
Increase brand awareness
In March 2024, we launched the new Terminix
It brand marketing campaign. This is an
ongoing top of funnel investment that will
generate long-term benefits for the business.
Our challenge here is to build on this
improvement that we have seen and add the
power of our regional brands. We are pleased
with the results of the campaign, which was
received well and delivered a noticeable
improvement in brand favourability – with
unprompted brand awareness increasing
approximately seven percentage points.
Leading brand equity
Total brand awareness for Terminix has
reached almost complete saturation, with a
98% level of awareness. Moving down from
top-of-funnel awareness to consideration,
about half of those aware of Terminix would
consider using the brand for their pest control
needs. Moving further down, ‘conversion’ is
now at 42% and ‘recommend to others’ at 38%.
Strategic Report
Other Information
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Corporate Governance
Rentokil Initial plc
Annual Report 2024
17
Strategic Priority #2
Executing the integration
of Terminix into our
North American operations
The Terminix integration process continues to make good
progress. In H2 2024, we commenced the first phase of full
branch migrations across 58 locations, and over 250 branches
are now on our end-state ‘best of breed’ IT platforms. We plan
to recommence the integration programme early in the second
half of 2025, and our target remains to have completed the
integration by the end of 2026.
2
Ambition for organic
growth of
1.5
x
North America pest
control market growth
rate post integration
North American business
to achieve operating profit
margins of
20
%
from 2027 post
completion of the
integration programme
IT systems migration successes
The systems integration has proceeded to
plan. In H1, we harmonised multiple business
processes and in H2 started branch systems
and data migration. 58 branches and 987
service technicians successfully transitioned
onto the unified Rentokil Terminix systems
platform in 2024. This means that a total of
over 250 branches in North America (Terminix
and heritage Rentokil) now operate on our
end-state ‘best of breed’ IT systems suite.
The migration has increased the percentage
of service technicians using PestPac, pest
control operator software, and the ServiceTrak
app from c.40% at the start of the year to
c.49% by year end. Employee feedback on the
process has been positive, highlighting the
effectiveness of pre-migration preparation,
training, communication, and go-live support.
18
Rentokil Initial plc
Annual Report 2024
1. Branches and brands
We will refine our branch and brand strategy
in North America. This will run through
2025 and 2026 to support new customer
acquisition with additional local facilities and
a more regionally focused brand strategy.
More local facilities
To optimise our branch structure and lead
generation, we plan to expand the North
America network to over 500 branches
by the end of 2026, mainly including
satellite branches (previous target
was c.400).
Greater focus on regional brands
Following a review of our brand strategy,
our national brands remain Terminix
(Residential and Termite) and Rentokil
(large Commercial), with a new focus
on nine main regional brands including:
Florida Pest Control, JC Ehrlich, Western,
Presto-X and Bug Out brands.
2. The last 5%
95% of the core back office IT stack
has now been developed. We now have
single and unified finance, HR and payroll,
procurement, and sales commission
systems as well as a unified IT security
platform, and data centres, allowing us
to accelerate the branch migrations in
the coming year.
With the branch integration pause during
Q4 2024, we used the time to focus on
data preconditioning ahead of 2025 branch
migrations and by actioning new IT projects
to be completed in H1 2025. These included
new ‘sale to next-day service’ processes,
sales automation processes, new
end-to-end leads tracking and reporting,
and a new end-to-end customer journey
and processes for Termite services.
3. Restart branch migrations
Terminix integration activities and branch
migrations are planned to recommence
early in the second half of 2025.
Strategic Priority #2
The initial pilot branch integrations, the launch of new satellite branches in
the second half of the year, and our efforts across sales and service have
shaped our integration focus for 2025. As we scale up branch migrations
and accelerate organic growth, our focus for the integration programme
will centre on three key areas:
Key focus areas for 2025
+
500
More than 500 branches
by end of 2026
95
%
of core IT transformation
is already complete
Good progress across
branch integrations
In H2, we conducted a full branch integration
pilot across nine branches. This included
rerouting, rebranding and the new pay plans
and encompassed over 250 technicians and
approximately 40 sales colleagues.
While early days, operations at these locations
experienced minimal disruption, and early
metrics, including colleague and customer
retention, for 58 branches fully migrated have
been positive. We are continuing to monitor
these branches closely.
We have since expanded this pilot to an
additional 41 branches. This means that
around 15% of the Terminix branch network
has now been fully integrated.
Strategic Report
Other Information
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Corporate Governance
Rentokil Initial plc
Annual Report 2024
19
Reasons to Invest
A compelling investment opportunity
of long-term compounding growth
and profit expansion
Global leader
Rentokil Initial is a global leader in the pest
control and hygiene and wellbeing business
sectors. Benefiting from a diversified global
footprint, we have operations across 89
countries – with market-leading positions
in a number of them – operating under
power brands, including Rentokil, Initial,
and Terminix. Our businesses operate in
defensive growth markets with long-term
attractive fundamentals, including increased
awareness and demand.
Reinvesting for growth
We reinvest in our business to drive further
growth and gain competitive advantage.
Our business model creates a virtuous circle,
achieving organic growth while conducting
bolt-on and strategic M&A to increase our
density, leading to improved gross margins.
This, combined with our low-cost operating
model, brings profitable growth and
sustainable Free Cash Flow. We deploy
our cash on training our people, our global
M&A programme, our brands, R&D,
and operational investment.
Performance-driven culture
Our experienced management team is
focused on the effective execution of our
strategy. Our team comprises experts in their
fields, with a proven track record for 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.
Financial track record
Over the long term, our track record of
growing revenue and profits has generated
high total returns, strong cash flow, and a
strong credit rating. We have a consistent
and established strategy centred on market
consolidation and operational efficiency,
which has delivered 2014–2024 CAGR
revenue growth of 13.9%, and 2014–2024
CAGR Adjusted Operating Profit growth
of 15.8%. Additionally, while organic growth
in North America was below expectation
in 2024, we expect the Terminix integration
to benefit the business through significant
cost and scale synergies.
Proven, resilient business model
We have a proven, repeatable, route-based,
low-cost business model. This helps us
to consolidate our positions in existing
markets and, over time, to improve margins.
In emerging markets, we are developing a
presence through our Cities of the Future M&A
programme – where urbanisation alongside
population and economic growth is driving
demand for pest control services. Developing
a presence in these cities gives us a stronger
base for sustainable growth in the medium
to long term.
High recurring revenues
We are a subscription-based business,
servicing customers from the largest
multinational pharmaceutical, industrial,
and food production companies to local
shops, restaurants, and homes. The majority
of our business from service customers
(rather than product customers) is recurring,
through annual contracts, enabling steady
and predictable revenue streams. In most
regions we are able to increase prices in
line with inflation, while retaining high levels
of customer retention.
Leader in innovation
We are a leader in innovation and digital
across pest control and hygiene and
wellbeing. Our industry-leading innovation
supports our growth, productivity, and margin
improvement. The integration of, for example,
Internet of Things (IoT) and artificial
intelligence (AI) in pest monitoring and
management systems appeals to customers
seeking more efficient and cost-effective
solutions. We see further growth opportunities
across all regions from increased innovation
in products and services, and by deploying
proprietary digital products, connected
devices, and applications.
We are a strong, global business with leading positions in structural
growth markets. We believe there are excellent opportunities to continue
to consolidate our positions in existing markets, to enter new markets, and
to lead the industry by investing in innovation in products and services,
alongside disciplined and accretive M&A.
Find out more on pages 28 to 31 and
40 to 47
Find out more on pages 38 to 39
Find out more on pages 22 to 23
Find out more on pages 48 to 49
Find out more on page 65
Find out more on pages 26 to 27
Find out more on pages 22 to 23
20
Rentokil Initial plc
Annual Report 2024
Global
brands
Our global brand strength and brand
trust attract new customers to our
well-established products and
services, and our consistent service
quality helps maintain our strong
brand awareness. We have two
power brands in Pest Control –
Rentokil and Terminix, supported
by 9 main regional brands in North
America – and a recognised and
trusted Initial Hygiene brand. We
continue to focus on building unified,
globally aligned brands through our
ongoing investment in marketing,
people, service, innovation, digital,
and sustainability, and to support our
customers across multiple sectors.
Scale and
breadth
Our strength lies in our expertise
in pest control and hygiene and
wellbeing services, backed by
a global footprint, technological
innovation, and service delivery.
Our scale comes from our diverse
service portfolio, our global presence,
and our diverse customer base –
from residential homeowners to
commercial organisations of all sizes
and the public sector. This allows
Rentokil Initial to address the varied
needs of both small businesses and
large corporations alike while
maintaining a focus on sustainability
and customer satisfaction.
Digital and
innovation
Product innovation is second nature
to us. Innovation strengthens our
brand, differentiating us from our
competitors, particularly in the area
of digital technology, and giving us
a first-mover advantage. It also helps
us provide an enhanced service to
customers – for example, through our
connected devices and monitoring,
and our targeting of key growth
sectors (such as rodents) – improving
our ability to upsell additional
products and service lines, and retain
customers. In addition, it enhances
our sustainability credentials.
Our competitive advantages
Find out more on pages 13 to 17
and 40 to 47
Find out more on pages 40 to 47
Find out more on pages 38, 39 and 69
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
21
Our Business Model
Creating value for all stakeholders
We have a proven, resilient business model operating across our global operations that benefits from
highly defensive product and service lines. The nature of our business model remains a key determinant
of the strength and resilience of our long-term performance. Our business remains well placed to navigate
fluctuations in market dynamics, as well as macroeconomic, environmental, and geopolitical volatility.
Expertise
Our talented, engaged colleagues receive
high-quality training and have industry-leading
tools to deliver a great job.
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 executing our model,
we create long-term value for colleagues, customers, shareholders, and society.
Colleagues
Success in our service businesses starts with
our colleagues. Delivering our Employer of
Choice programme is the responsibility of all
leaders and managers. We have common
people management and safety policies
and processes.
Customers
The majority of our customer revenues are
recurring contract portfolio, with the balance
made up of one-off job work. High levels of
service and customer satisfaction support
retention, while a broad-spectrum customer
base reflects our wide range of services.
Our ongoing investment in building unified,
globally aligned brands supports customers
across multiple sectors.
Growth
We generate organic growth through new
customers and selling additional services
to existing ones. Sales colleague retention
is an important factor for sales success.
Key strengths driving
our business model
Our business model
Leading brands
We operate global power brands, recognised
and trusted by customers worldwide.
Customer focus
We are passionate about delivering
high-quality services and building long-lasting
customer relationships.
Innovation and digital
Our culture of innovation and investment
in our global innovation centres ensures
a pipeline of new innovative products and
new digital services and solutions which
differentiate our brands.
Operational excellence
We have a fundamental understanding of
route density, acquiring customers within
close proximity of each other organically
or through M&A. This enables our local
teams to efficiently service more customers
and increase margins.
Profit and margins
We have built an industry-leading low-cost
operating model where each country team
leads integrated, multi-local and multi-service
operations, using combined back-office
functions underpinned by shared systems
and processes. We focus on route density.
Capital allocation
We have a progressive dividend policy
and reinvest our free cash in the business.
Our dedicated M&A team drive bolt-on M&A
in key target cities and continue to focus our
portfolio on higher-growth, higher-margin
sectors. We have a strong pipeline of
acquisitions.
Responsible business
Socially and environmentally responsible
business practices support the attraction
and retention of colleagues and customers.
Our innovation pipeline is focused on more
sustainable solutions.
Find out more: Employer of Choice Programme
as a Strategic Enabler, page 65
Find out more: Our brands, pages 40 to 43 and
Marketing effectiveness, pages 16 to 17
Find out more: Customer service as a Strategic
Enabler/Responsible Business, page 67
Find out more: Innovation and digital
as a Strategic Enabler, pages 38 to 39 and 69
Find out more: pages 22 to 23 and 48 to 49
22
Rentokil Initial plc
Annual Report 2024
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
Underpinned by our central policies and processes
Governance and controls
Our governance and controls framework
reflects our commitment to maintaining high
standards of corporate governance and
operational control ensuring transparency
and accountability.
Risk management
Our risk management framework provides
the tools to manage and continually review
our risks. It seeks to drive accountability
across the Group and create the insight
required for the Board to monitor our risks.
Creating value for
Find out more: Governance and internal controls,
pages 98 to 109
Find out more: Risk management framework,
pages 83 to 89
Our customers
98.3
%
State of Service
Our colleagues
86.6
%
Total colleague retention
Our shareholders
9.09
p
Full-year dividend
80.0
%
Free Cash Flow conversion
+2.6
m
Training activities completed on
U+ Online development
51.8
Net Promoter Score
Our communities
£
574
k
Donated to charitable causes
17.3
%
Improvement in emissions intensity index at
year end 2024 (20% target by end of 2025)
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
23
Key Performance Indicators
Monitoring our business performance
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 figures provided for 2023 onward include the performance of Terminix.
Colleagues
Ensuring everyone goes home safely
Employer of Choice
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 high level of colleague safety and
we continue to set very high standards in every region.
• In 2024, our LTA rate improved by 6.5% to 0.29 (2023: 0.31).
• WDL also improved, by 11.3%, reducing WDL to 6.25.
• Regrettably, there was one work-related colleague fatality in 2024
(2023: 0 fatalities) involving a fall from height. The incident was
thoroughly investigated and any lessons incorporated into safety
training and guidance.
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.
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.
Lost Time Accident (LTA) rate
Total colleague retention
Working Days Lost (WDL) rate
Sales colleague retention
Service colleague retention
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 the 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 2.4 percentage points to 86.6%,
translating to c.1,000 more colleagues choosing to stay with us
compared with 2023.
• North America total colleague retention continued to improve in 2024,
up 4.2 percentage points from 75.2% to 79.4%.
• Sales colleague retention increased by 4.6 percentage points to 82.0%
versus 2023 of 77.4%, with North America and LATAM delivering the
biggest improvements.
• Service colleague retention increased 2.4 percentage points versus
2023 (83.3%) to 85.6%, which was driven mainly by strong
performances in the UK & Sub-Saharan Africa and North America.
0.29
6.5%
improvement
o
n 2023
2024
0.29
2023
0.31
2022
0.39
2021
0.38
2020
0.39
86.6
%
+2.4 percentage
points
2024
86.6
2023
84.2
2022
79.5
2021
84.4
2020
88.6
6.25
11.3
% improvement
o
n 2023
2024
6.25
2023
7.05
2022
7.90
2021
8.71
2020
8.46
82.0
%
+4.6 percentage
points
2024
82.0
2023
77.4
2022
76.3
2021
82.9
2020
87.7
85.6
%
+2.4 percentage
points
2024
85.6
2023
83.3
2022
77.6
2021
82.4
2020
86.9
Find out more: Responsible Business, page 65
Find out more: Responsible Business, page 65 and
Strategic Priority #1, pages 13 to 17
24
Rentokil Initial plc
Annual Report 2024
Delivering outstanding customer service
Link to strategy
• We are passionate about delivering excellent service to our
customers 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 performance was strong in 2024,
up 0.5 percentage points to 98.3% in 2024 (2023: 97.8%).
• All regions saw an improvement in performance, with
UK & Sub-Saharan Africa the highest-performing region.
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 up 0.5 percentage points at 82.8%
(2023: 82.3%), driven by a strong performance in Asia & MENAT.
• In North America, customer retention rates improved by
0.6 percentage points to 80.1% versus 79.5% in 2023 and we have
seen a significant increase in five-star reviews from our customers.
• Customer reviews of our UK Pest businesses on Trustpilot.com
remained at ‘world-class’ levels, with 90% five-star reviews from
more than 9,500 customers.
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 Net Promoter Score increased by 1.0 points to 51.8.
• Our category analysis shows that Pest Control is our highest rated
category, at 55.0, broadly flat on last year.
• Hygiene & Wellbeing scored 53.0 points this year, an increase
of 3.4 points on 2023.
Defined as total number of service visits performed as a percentage of total number of
visits due.
Measured by the implementation of an average Net Promoter Score across all branches,
including in-year acquisitions. CVC score represents the net balance of those customers
promoting our service, compared with those neutral or not promoting.
Net Promoter Scores range from -100 to +100, a positive score is generally considered
good, while a score >50 indicates a strong level of customer loyalty.
CVC scores are based on both telephone and digital survey channels. Global and regional
scores have been weighted based on the portfolio value of the market.
Defined as total portfolio value of customers retained as a percentage of opening
portfolio.
State of Service
Net Promoter Score – Customer Voice Counts (CVC)
Customer retention
Customers
Keeping promises to customers
Retaining our customers
98.3
%
+0.5 percentage
points
2024
98.3
2023
97.8
2022
95.9
2021
92.9
2020
89.4
51.8
+1.0 points
2024
51.8
2023
50.8
2022
50.9
2021
52.1
2020
40.8
82.8
%
+0.5 percentage
points
2024
82.8
2023
82.3
2022
82.4
2021
85.4
2020
84.5
Find out more: Customer service, page 67
Find out more: Customer service, page 67
Find out more: NA Customer retention, page 15
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
25
Shareholders
Key Performance Indicators
continued
Revenue growth (at AER)
Cash conversion
Adjusted Operating Profit growth (at AER)
Revenue growth (at CER)
Adjusted Free Cash Flow Conversion (at AER)
Adjusted Operating Profit growth (at CER)
1.1
%
2024
1.1
2023
44.7
2022
25.6
2021
5.5
2020
3.7
221.0
%
2024
221.0
2023
193.4
2022
258.6
2021
214.1
2020
294.6
7.0
%
2024
(7.0)
2023
57.1
2022
29.4
2021
15.0
2020
5.1
3.9
%
2024
3.9
2023
45.8
2022
19.4
2021
9.5
2020
5.1
80.0
%
2024
80.0
2023
89.4
2022
91.8
2021
108.3
2020
121.4
4.2
%
2024
(4.2)
2023
57.0
2022
23.3
2021
19.6
2020
6.9
Find out more: Financial Review, pages 52 to 56
Achieving greater profitability
Delivering sustainable Free Cash Flow
Driving higher revenue
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. Our objective is to deliver sustainable profit
growth by growing Group revenues.
• 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
• Revenue and 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 they have an impact on the level
of annual bonus achieved.
• Free Cash Flow is also a target for the annual bonus, which covers
the Executive Directors and managers across the Group.
Commentary on performance
• Revenue up 1.1% to £5,436m at AER. Revenue at CER increased 3.9%
to £5,587m (Organic Revenue growth of 2.8%).
Reflecting a strong performance in our International business
(Group excluding North America) which saw Revenue growth
of 8.2%, of which 4.7% was Organic Revenue growth.
In North America Organic Revenue growth of 1.5%, with growth
of 1.5% in Pest Control.
Organic Revenue growth in all business categories: 2.5% in Pest
Control; 3.1% in Hygiene & Wellbeing; and 7.1% in France Workwear.
• Adjusted Operating Profit at AER was down 7.0% to £834m and
Adjusted Operating Profit at CER was down 4.2%.
Reflecting more modest North America organic growth and cost
overruns incurred in the peak pest season.
Full-year margin in Pest Control of 18.0%, Hygiene & Wellbeing
at 18.1% and France Workwear at 17.7%.
Input costs effectively offset by sustained strong price progression
across all regions.
• The 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 was 80.0%, in line with guidance.
Free Cash Flow of £410m was £90m lower than in FY 23. Lower
trading profits resulted from more modest organic growth in the
North America region.
26
Rentokil Initial plc
Annual Report 2024
Responsible Business performance for the year
Emissions
intensity
17.3
%
Improvement in
emissions intensity index
at year end 2024 (20%
target by end of 2025)
Electric vehicles
1,018
Ultra-low emission
electric vehicles
in our global fleet
Training
+
2.6
m
training activities
completed on U+ Online
development
Community spend
£
574
k
donated to charitable
causes
1,718
Low emission hybrid
vehicles in our global
fleet vehicles
Emissions from
fumigation
5
%
reduction in 2024
Find out more: Responsible Business, pages 63 to 80
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
27
Market Trends and Opportunities
Positive drivers across global markets
Market drivers
Commercial pest control is a largely
non-discretionary and essential service
protecting public health, and demand for
the service across our regions is driven by
multiple macro drivers, described below.
The drivers are aided by advancing
technology across the market, where
Rentokil is a leader in innovation and
digital adoption.
Increased urbanisation
and migration
Growing urban populations create an
environment favourable for pests, driving
global demand for pest control services.
This is a fundamental driver of the market
affecting all regions. City populations are on
the rise – 68% of the population will live in
cities by 2050, up from 55% in 2021. Rapid
urbanisation in many areas leads to high pest
prevalence, especially in dense cities.
Increased food supply required to feed the
growing city populations is another factor
influencing pest-related activity. In recent
years, the US has seen increased migration
of people towards the warmer southern
states. This higher concentration of people in
cities and warmer climates leads to a higher
volume of pest-related activity.
Climate change
Changing weather patterns create more
favourable environments for pests. More
extreme weather conditions are becoming
the norm, with severe storms and flooding
bringing different pest challenges. Climate
change also impacts on pest behaviour,
distribution lifecycle, and pesticide
resistance.
Growing impact of
technological advancements
Digital tools like remote monitoring, apps,
drones, connected cameras and AI are
enhancing efficiency and effectiveness.
Connected technology enables continuous
monitoring and automatic adjustments,
early warning and treatment, optimising
pest management. These concurrent
developments are transforming the industry
and opening up new possibilities.
AI is set to significantly change the pest
control industry, enabling more accurate
pest identification, predictive analytics for
infestation risks, and the development
of autonomous pest control devices.
We operate globally across the attractive, largely non-cyclical growth
markets of pest control and hygiene and wellbeing, with positive growth
drivers and opportunities across our North America and our International
regions for long-term compounding growth and profit expansion.
Overview
The global pest control market is evolving
rapidly due to various interconnected factors.
Urbanisation and climate change are creating
more favourable environments for pests,
while public health concerns about pest-borne
diseases are driving demand for control
services. Simultaneously, stricter regulations
and growing environmental awareness are
important drivers towards more sustainable
practices. Technological advancements,
including AI and connected pest control
systems providing data and insights,
offer new possibilities for more efficient
and effective pest management.
In addition to the direct trends shaping the
pest control industry, several indirect macro
trends can significantly influence the market
landscape. These trends, ranging in importance
from moderate to high, encompass a broad
range of factors, from economic conditions
and housing markets to demographic shifts
and migration, to social media and political
regulations.
Market position
Pest Control accounts for c.80% of Rentokil
Initial’s global revenue and c.80% of operating
profit. Rentokil operates across 88 countries
and is a leading global operator, enjoying
a No.1 position in many countries.
Rentokil Terminix is the largest pest control
provider in the North America market,
where c.65% of the market is served by four
companies. The remainder of the market
is highly fragmented, with 20% served by
18,000 local operators. The market is split
between commercial, residential, and termite
customers. International peers of Rentokil
include Rollins Inc., Ecolab Inc., and Anticimex.
Find out more: Strategic Priority #3,
pages 38 to 39
Pest Control
28
Rentokil Initial plc
Annual Report 2024
Market opportunity
The global pest control market is a strong,
growing and attractive, largely non-cyclical
market valued at c.$26bn in 2023. The global
market has grown consistently over the last
six years and is expected to continue to
enjoy strong organic growth rates of c.5–6%
annually to reach an estimated market size
of c.$34bn in 2028.
Growing awareness of
pest-borne diseases
Rising public health concern about diseases
transmitted by pests (e.g. mosquitoes and
rodents) is fuelling global demand for pest
control and is a major motivator for both
residential and commercial pest control.
The global rat population is estimated to
be 7 billion, with the US ranked third highest,
and 4 billion people in over 125 countries are
at risk of contracting dengue fever, which
could double by the end of the century.
Addressable market and growth (%)
North American residential served/unserved
($bn)
North America is the world’s largest pest
control market valued at $12.5bn in 2023
and is 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.
The rest of the world has a CAGR of c.6% to
2028, driven by higher growth in Emerging
markets and Cities of the Future.
The market is largely split into three segments,
with commercial accounting for c.50% of the
total market, followed by residential and
termite.
In North America, there is an unserved market
for residential and termite pest care prevention
of c.$48bn (see chart below), compared with a
served market of c.$7.1bn. This nascent market
opportunity is expected to drive future growth,
fuelled by some of the same market drivers as
commercial pest control.
Stringent regulations and
sustainability concerns
Our customers, such as food producers, face
stringent regulations for pest control and audit
reporting. The pest control industry is also
facing evolving regulations, particularly
regarding the use of certain chemicals,
which is driving the move towards more
environmentally friendly solutions. This
demand for more sustainable pest control
is driving innovation in integrated pest
management approaches, which emphasise
prevention and early identification of
pest issues.
40
30
20
10
0
North America
2023
International
12.5
12.2
15.8
16.3
Total
1
26.0
33.7
2028
2023
$26bn
c.5–6%
CAGR
$34bn
2028
Unserved (residential & termite)
c.$48.0
Served (residential & termite)
c.$7.1
DIY
$1.7
Dual (Served & DIY)
$0.2
Global pest control market size 2023 versus 2028 ($bn)
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 (as at May 2024).
1. Includes non-Rentokil regions.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
29
Overview
The industry is undergoing a significant
transformation, driven by a heightened focus
on hygiene and wellbeing, technological
advancements, and sustainability concerns.
The global pandemic has underscored the
importance of hygiene, leading to increased
demand for ‘no-touch’ products and more
sustainable products and services.
Businesses are prioritising health and
wellbeing, creating opportunities for hygiene
solutions that enhance the overall experience
and contribute to a sense of wellbeing.
As the industry evolves, regulatory changes,
the rise of smart buildings, and the ageing
population are also shaping the hygiene
landscape. Businesses must adapt to stricter
hygiene regulations and cater to the specific
needs of older adults.
Furthermore, the growing emphasis on mental
wellbeing presents opportunities for hygiene
solutions that create calming and pleasant
environments. By understanding and
responding to these trends, businesses
can position themselves for success in the
evolving market.
Market Trends and Opportunities
continued
Market position
Our Hygiene & Wellbeing business operates
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.
The Initial Hygiene brand is a leader in global
core hygiene washroom services – operating
in 70 countries and in No.1 position in over
a third of countries.
Our Enhanced Environments business
operates in 18 countries and has leading
positions in a number of its markets.
It is difficult to estimate the total market size
for hygiene and wellbeing as the services
and products are 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-country competitors to Initial Hygiene
include: phs Group Inc., Elis, CWS, Citron
Hygiene Canada Limited, and Ecolab Inc.
in hygiene services; and Kimberly-Clark
Corporation in hygiene consumables
and products.
Market opportunity
The global market size for washroom
services is difficult to estimate due to the
breadth of services offered in the sector.
Rentokil Initial estimates the core washroom
services market will grow by a CAGR of c.6.7%
through to 2028.
Heightened focus on
hygiene and sanitation
The global pandemic triggered a profound
shift in hygiene awareness, with 86% of
people globally recognising good hygiene
as crucial for preventing the spread of germs.
This heightened focus is driving sustained
demand for hygiene products and services
across all categories, even beyond the
pandemic. Opportunities are also being
created for hygiene and wellbeing that
enhance the overall experience, create a more
pleasant work and leisure environment, and
contribute to a sense of wellbeing. This trend
has fundamentally shifted consumer and
business behaviour, creating a sustained
demand for hygiene and wellbeing solutions.
Market drivers
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 suggest this heightened focus on
hygiene will be a long-term change that will
create ongoing market opportunities from
which our business can benefit.
Market data sources: Rentokil Initial internal
analysis and independent research reports.
Find out more: Strategic Priority #4,
pages 44 to 45
Hygiene & Wellbeing
30
Rentokil Initial plc
Annual Report 2024
Hygiene regulations and
rising standards
Tighter global and national guidance is
becoming a legal requirement. Wellbeing is
increasingly being incorporated into building
standards, with 82% of employers stating a
preference for wellness-enabled buildings
(according to the CBRE Group Inc., 2018).
Governments worldwide are tightening
hygiene and sanitation regulations.
Businesses must stay abreast of these
changes to ensure compliance, as exemplified
by legislations such as the EU’s General Food
Law Regulation, which sets out comprehensive
hygiene requirements.
Emphasis on health and
wellbeing and hygiene
in the workplace
The global prioritisation of health and
wellbeing, evidenced by 80% of people
believing businesses should promote it,
is driving demand for hygiene solutions
that create healthier and more pleasant
spaces, extending beyond basic
cleanliness. Post pandemic there is greater
importance of workplace hygiene, with
businesses recognising its impact on
productivity, morale, and absenteeism.
Studies show that poor hygiene and
sanitation can decrease productivity
by 20%, emphasising the need for
comprehensive hygiene solutions in
workplaces across all categories.
Ageing population
The global population is ageing, with one
in six people projected to be 60 or over
by 2030. This demographic shift increases
demand across all hygiene categories
for solutions catering to older adults’
needs, such as accessible washrooms
and infection prevention. The ageing
population is a significant demographic
trend with long-term implications for the
hygiene industry.
Environmental
Sustainability legislation is becoming more
commonplace, and this trend is expected to
continue. Customer demand for enhanced
hygiene solutions that are also more
sustainable is increasing. This has created
a related requirement to ensure that all
solutions are delivered in the most sustainable
way possible.
Social impact changes
56% of the world’s population (4.4 billion
inhabitants) live in cities today, expected
to rise to 80% by 2050. 90% of the future
megacities (>10 million people) are expected
to be in the developing world (Asia, Africa, and
Latin America), which will represent 90–95%
of urban expansion in coming decades.
The millennial generation is highly focused
on health and wellbeing and vocal about its
importance, with increased spend across all
wellbeing categories. 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.
Addressing the market
opportunity across our
businesses
Within our Pest Control and Hygiene &
Wellbeing businesses the non-cyclical
drivers across our global markets are
creating opportunities which in turn are
driving organic growth opportunities
across our North America and
International regions. Executing our
strategic priorities helps us to capture
these opportunities. Our market
leadership in product development,
innovation, including AI, data and
insights, and digital continues to ensure
that we differentiate our global brands
and support our customers’ needs in
the changing social, economic,
environmental, and regulatory
environment.
Find out more: Our Strategic Priorities,
page 12
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
31
Our Regions and
Business Categories
Our Regions and
Business Categories
North America
Pest Control
Hygiene & Wellbeing
France Workwear
International
Revenue (at AER)
£
3,260
m
−1.4%
Revenue (at AER)
£
4,287
m
+0.1%
Revenue (at AER)
£
908
m
+5.7%
Revenue (at AER)
£
230
m
+4.3%
Revenue (at AER)
£
2,165
m
+5.1%
Europe (incl. LATAM)
UK & Sub-Saharan Africa
Asia & MENAT
Pacific
Find out more on pages 33 to 35
Find out more on pages 40 to 43
Find out more on pages 46 to 47
Find out more on page 47
Find out more on pages 36 to 37
Segmental reporting
Across our businesses and country operations we deploy our centrally designed innovation and technology products, services,
and solutions to drive profitable, sustainable growth.
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.
Our regions
Our business categories
We operate regionally and report 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.
32
Rentokil Initial plc
Annual Report 2024
1. North America includes Pest Control and Hygiene & Wellbeing.
2. North America Pest Services is Pest Control excluding products/distribution, brand standards, lake and vector.
Our Regions
North America
2024
AER
£m
AER
Growth
2024
CER
£m
CER
Growth
Organic
Growth
Revenue
3,260
-1.4%
3,347
1.3%
1.5%
Operating Profit
418
-14.5%
430
-12.2%
Adjusted Operating Profit
558
-9.5%
573
-7.1%
Adjusted Operating Margin
17.1%
-1.6%
17.1%
-1.6%
Organic Growth
Q1
Q2
Q3
Q4
Full Year
North America
1
1.5%
1.0%
1.4%
2.3%
1.5%
North America Pest Control
1.5%
0.7%
1.4%
2.6%
1.5%
North America Pest Control Services
2
1.0%
1.5%
1.4%
1.5%
1.4%
Performance
Full year Revenue was up 1.3%, with Organic
Revenue up 1.5%. There was an improved end
to the year with a 90bps quarter-on-quarter
gain in regional Organic Revenue growth in
Q4 (1.4% in Q3, 2.3% in Q4), resulting in H2
Organic Revenue growth of 1.8%, ahead of
revised guidance of c.1%.
Adjusted Operating Profit of £573m, down
7.1%, reflects the combined impact of below
plan expectation revenue growth and from
significant in year cost investments to drive
revenue. Consequently, despite continued
good price realisation, Adjusted Operating
Margin in North America declined to 17.1%.
Operating Profit was £418m at AER.
We are seeing ongoing success with our
recruiting, training and retention initiatives.
Total North America colleague retention
increased to 79.4% (FY 23: 75.2%), driven
by improvement in frontline technician roles
(+4.3ppts to 76.0%) and sales roles (+6.4ppts
to 72.8%), and in both new colleagues (0-12
months) and longer tenured (> 1yr) colleagues.
As a result of the improvement in new
colleague retention, we have 100 more sellers
entering 2025 in their second year versus their
first year of sales in 2024. Since the date of
acquisition, retention at Terminix has grown
from 62.4% to 76.3%, an increase of 13.9ppts.
Total customer retention in North America
increased to 80.1% (FY 23: 79.5%). Following
incremental improvement through the year,
there was a positive step change into year
end with the three best months of customer
retention all recorded in Q4, each above 81%.
Customer satisfaction was also positive,
with an improved overall Net Promoter Score
of +53.3.
North American bolt-on M&A programme
continued, with the purchase of 13 businesses
with combined revenues of c.£69m in the year
prior to purchase. We continue to selectively
pursue high quality M&A assets in the North
America region.
There was further progress on legacy termite
warranty obligations, with total open warranty
claims reducing by 20% on the prior year and
by 72% since 2019. Total pending litigated
cases reduced by 41% in 2024 as the Company
continues to resolve legacy claims.
RIGHT WAY 2
Our 2024 plan to drive enhanced
organic growth
Through the year we have been optimising
processes to increase overall lead volume
and improve lead quality. In March 2024, we
launched the new ‘Terminix It’ brand marketing
campaign aimed at increasing awareness
of our Terminix brand and strengthening our
top of funnel marketing. This delivered a
noticeable improvement in brand favourability
– with unaided Terminix brand awareness
at its highest level since 2021. A key focus
in 2024 has been digital marketing, given
the significance of the digital channel for
new customer acquisition in the residential
and termite pest control markets. We are
particularly focused on our organic lead
capability, including enhancing the content
on our websites to align with AI-generated
search answers, in order to improve our
search engine ranking over time. However,
there is still significant work to be done to
improve our lead generation.
We’ve made strong progress in securing
five-star reviews from our customers, which
recognise high service levels and serve as a
critical component of Internet search visibility.
Five-star reviews for Terminix increased by
150% in the year to 44,000. In parallel, we have
augmented our paid search strategies to
generate higher quality leads. This includes
refining our bidding strategy for critical
search terms.
We have leveraged technician leads through
our Trusted Advisor programme, creating a
complementary stream of lead generation.
We continue to enhance our approach with
better data reporting, increased focus at a
branch management level and training for all
new technicians as part of their on-boarding.
The participation rate for the Trusted Advisor
programme increased from 40% at the start of
the year to 50% among Terminix technicians,
and from c.57% to c.73% among Rentokil
technicians.
Total North America colleague
retention increased to
79.4
%
(FY 23: 75.2%)
Five-star reviews for Terminix
increased in the year to
44,000
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
33
North America
Our Regions
continued
In 2025, we will deploy enhanced customer
segmentation to effectively leverage media
channels and will integrate service demand
forecasting by location into our customer
targeting. Once the sales team has sold
the lead, it is important that the technician
completes the work order quickly. We delivered
consistent work order completion rates in 2024
of c.97%, and in 2025 are aiming to reach 98%.
We will continue to focus heavily on organic
lead generation, as well as improve our sales
conversion and overall sales effectiveness,
which will take time to fully materialise.
We invested significant additional sales
and marketing resources in 2024, which will
continue into 2025. We believe we have
invested sufficient new resources to drive
the enhanced level of organic growth we are
targeting, and during 2025 we will continue
to monitor and scrutinise the effectiveness of
the 2024 investments, and where appropriate
reprioritise them to higher return activities,
to optimise the return opportunity on that
investment.
IT systems migration
The IT systems integration has proceeded to
plan. Prior to the integration period, the region
had highly fragmented IT infrastructure with
more than 70 systems and multiple vendors.
We now have a single back office IT set-up
in place, and ‘Best of Breed’ branch systems
have been selected and are being delivered.
We harmonised the multiple business
processes in H1, and in H2 started branch
systems and data migration. 58 branches,
987 service technicians, and $373 million in
revenue were successfully transitioned onto
the unified Rentokil Terminix systems platform.
Including the heritage Rentokil network a total
of over 250 branches in North America now
operate on our end-state IT systems suite.
The migration has increased the percentage
of service technicians using PestPac and the
ServiceTrak app from c.40% at the start of
the year to c.49% by year-end. A structured
approach ensures continued progress
and alignment with our strategic goals.
Employee feedback on the process to
date has been positive, highlighting the
effectiveness of pre-migration preparation,
training, communication, and go-live support.
Technician rerouting and new pay
plan piloting
In Q4 2024 we commenced technician
rerouting and piloting of our new sales and
service pay plans, initially covering nine
branches encompassing over 250 technicians
and c.40 sales colleagues. These rerouting
and pay plans revision efforts were executed
to plan with minimal disruption to operations.
At these locations customer retention has
increased on pre-migration levels. Colleague
retention has also remained strong, in line with
pre-migration levels. The second branch
cluster of 41 branches with 1,000 technicians,
has also recently completed. This means that
around 15 per cent of the Terminix branch
network has now been fully integrated.
Q1 2025 Terminix
integration review
As announced in October 2024, during the
first quarter of 2025 we have been reviewing
the progress made to date with the integration
and the priorities for its next phase. The review
has helped us to enhance our
R
I
GH
T
WAY 2
growth plan with respect to both our brand
and branch strategies and our customer
retention and customer experience strategy,
and to review the best way to monitor ongoing
cost saving opportunities.
The full branch integration process is planned
to restart in early H2 2025.
Enhancing customer retention and
customer experience strategy
Our customer retention rates have been stable
to slightly improved through the course of the
year. In 2024, we strengthened our account
management teams, added new senior
customer experience experts and 40 new
Customer Save team members, and instated
new retention strategies ranging from the
acquisition of more retainable customers
and improving the first-year experience
through to minimising technician rotation
and optimising complaints management.
We are also increasing our use of data to
better understand and seek to address the
drivers of customer retention and churn.
Optimising Brand strategy:
Our revised
branding strategy will see the maintenance of
a national focus for the Rentokil and Terminix
brands. However, there will be an additional
focus on our well-known regional brands,
rather than merging them over time with
Terminix, giving us nine main regional brands.
$
373
m
in revenue were successfully
transitioned onto the unified Rentokil
Terminix systems platform
The migration has increased the
percentage of service technicians
using PestPac and the ServiceTrak
app from c.40% at the start of the
year to
c.
49
%
by year end
34
Rentokil Initial plc
Annual Report 2024
North America
Smaller local brands will be co-branded or
merged. This will allow us to optimise the
return opportunity we generate from our
advertising spend and increase the overall
share of voice of our brands.
Optimising Branch strategy:
In Q4 2024 we
commenced the piloting of satellite branches.
Ten sites in key metro areas were active as
at the end of 2024, and we currently have
22 in operation. These smaller branches are
fully branded and operational but have a low
cost to operate. They serve as localised
hubs with active facilities, staffed with sales,
administrative, and customer support teams.
While the pilot is still not complete, initial
findings are positive, driving digital leads and
being recognised by search engines as local
points of presence that increase our digital
footprint. Subject to continued progress
with this pilot, we believe a branch network
combining larger, traditional sites and smaller
satellites will serve us well. Based on our
current branch network and mapping of an
optimal footprint for lead generation, we
currently estimate that by the end of 2026
we will have a network of over 500 branches,
including satellite branches, versus our
previous target of 400. In addition, we have
over 100 franchised owned and operated
Terminix branches in the US.
A portion of current investment deployed
during 2024 but not driving optimal
effectiveness and efficiency will be redirected
to our enlarged brand and branch strategies.
Cost savings and margin
opportunity
We continued to achieve cost synergies in
2024, whilst also continuing our significant
investments behind salary and benefit
harmonisation, safety, innovation and IT,
and we saw another year of inflation in the
cost base.
During 2024 we made significant in-year sales
and marketing investments focused on driving
revenue, including behind brand awareness,
lead generation and sales infrastructure.
A portion of the investment behind these
opportunities is not driving optimal
effectiveness and efficiency and in 2025 will
be redirected to fund the new strategies we
will be deploying in respect of our enhanced
brand strategy and our enlarged branch
strategy.
During 2025 we expect further inflation
but do not anticipate the need for additional
investments over those which were made
in 2024.
Three years post the acquisition
announcement of Terminix, and going forward
we will not report separately on net synergy
delivery. Disaggregating investments and
inflationary cost increases from synergistic
cost savings over multiple years is now overly
subjective.
We remain confident that, from the end
of 2026, when we expect integration to
be complete, significant operational cost
savings will be achieved, in line with initial
expectations of gross synergies. Branch
integration and improved route density will
significantly improve technician efficiency.
The post 2026 cost reduction is estimated as
a $100m reduction from the 2024 spend level.
From 2027, we expect that delivery of these
cost savings, together with an improved organic
growth rate post integration, will allow the
North American business to achieve operating
profit margins above 20%. We are retiring the
previous Group Adjusted Operating Margin
target of greater than 19% by 2026.
Total one-time integration costs to achieve
(cash and non-cash) from the start of the
integration to the end of 2024 were $248m.
The total remaining one-time costs to achieve
in 2025 to 2026 are expected to be c.$100m.
The North America senior
leadership team
The North America leadership team has
been significantly strengthened with recent
appointments:
Alain Moffroid, Interim North America CEO,
appointed Feb 2025.
Alain was appointed
to the role in Q1 2025 after the announced
departure of Brad Paulsen. Alain is a highly
experienced leader in the Company with
twelve years’ experience leading residential
and commercial pest control businesses,
together with 23 years with Unilever in senior
leadership roles. As Group Chief Commercial
Officer Alain has been working closely with
the North American business on delivering
their strategy focused on customer experience
and retention, digital and innovation
programmes.
Aaron Coley, Chief Financial Officer, joined
Dec 2024.
Aaron brings over 25 years of
financial experience to the role, including
14 years as CFO for companies at various
stages of transition. Most recently, he served
as CFO for a transportation and logistics
company listed on Nasdaq.
The post 2026 cost reduction is
estimated as a
$
100
m
reduction from the 2024 spend level
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
35
International
Our Regions
continued
Europe (incl. LATAM)
The region enjoyed another good performance in 2024, driven by both
volume and pricing, and with a strong contribution from Pest Control
and France Workwear. Revenue grew by 6.5% to £1,152m (5.0% Organic).
Revenue growth in Pest Control was 6.6%, supported by key markets
including Germany, Benelux, Spain and Italy. Hygiene & Wellbeing grew
Revenue by 5.9% with softer performance in Dental offset by strength
in Specialist Hygiene and Ambius where we continue to see significant
opportunity. France Workwear delivered another excellent year with
Revenue up 7.1%.
Adjusted Operating Profit in the region grew by 5.0% to £226m,
benefiting from pricing discipline. Adjusted Operating Margin was
down by 30bps to 19.6%. In Europe, margin was stable, however there
was a margin reduction in LATAM, where adverse weather impacted
the shipping fumigation business. Operating Profit reduced by 6.2%
to £170m at AER. Customer retention has remained strong at 88.3%
(FY 23: 88.4%.) A focus on sales retention, including recruitment,
onboarding and early days retention led to best-in-class colleague
retention rates of 90.4% (FY 23: 90.4%).
In Europe and LATAM, 12 business acquisitions (nine in Europe and
three in LATAM) were completed in total with revenues of £20m
in the year prior to purchase.
UK & Sub-Saharan Africa
Revenue for the region increased by 12.0% (4.3% Organic), with Pest
Control Revenue growth of 5.5% and Hygiene & Wellbeing Revenue
growth of 18.5%.
Regional Adjusted Operating Profit increased by 7.0% to £101m.
Operating Profit was up 17.8% to £99m at AER. Adjusted Operating
Margin decreased by 110bps to 23.0%, impacted largely by the
acquisition of the lower margin specialist hygiene company DCUK.
The region delivered a price performance that mitigated cost increases,
alongside a consistently strong customer service environment.
Customer retention for the full year was roughly stable at 86.0%
(FY 23: 86.9%). Colleague retention was up strongly to 86.8%
(FY 23: 83.3%).
2024 was the UK’s biggest ever year for innovations. 39 solutions in
total were launched, ranging from new additions to our suite of smart
monitoring devices and non-toxic wasp traps through to new air
scenting products with patented technology.
Two business acquisitions were completed (both within the UK)
with revenues of £31m in the year prior to purchase.
2024
AER
£m
AER
Growth
2024
CER
£m
CER
Growth
Organic
Growth
Revenue
1,114
3.1%
1,152
6.5%
5.0%
Operating Profit
170
-6.2%
175
-3.9%
Adjusted Operating Profit
219
1.8%
226
5.0%
Adjusted Operating Margin
19.6%
-0.3%
19.6%
-0.3%
Q1
Q2
Q3
Q4
Full Year
Organic Growth
6.2%
5.3%
4.9%
4.0%
5.0%
2024
AER
£m
AER
Growth
2024
CER
£m
CER
Growth
Organic
Growth
Revenue
435
11.5%
437
12.0%
4.3%
Operating Profit
99
17.8%
100
18.2%
Adjusted Operating Profit
100
6.7%
101
7.0%
Adjusted Operating Margin
23.1%
-1.0%
23.0%
-1.1%
Q1
Q2
Q3
Q4
Full Year
Organic Growth
4.1%
6.1%
4.2%
2.9%
4.3%
2024
AER
£m
AER
Growth
2024
CER
£m
CER
Growth
Organic
Growth
Revenue
2,165
5.1%
2,229
8.2%
4.7%
Operating Profit
339
-1.9%
346
+0.2%
Adjusted Operating Profit
420
2.9%
432
5.7%
Adjusted Operating Margin
19.4%
-0.4%
19.3%
-0.5%
Q1
Q2
Q3
Q4
Full Year
Organic Growth
5.6%
4.9%
4.5%
4.1%
4.7%
Best-in-class colleague retention
rates in Europe of
90.4
%
39
solutions in total were launched
in UK & SSA
36
Rentokil Initial plc
Annual Report 2024
International
2024
AER
£m
AER
Growth
2024
CER
£m
CER
Growth
Organic
Growth
Revenue
354
4.2%
368
8.4%
5.4%
Operating Profit
24
-26.9%
25
-23.2%
Adjusted Operating Profit
46
1.0%
48
4.9%
Adjusted Operating Margin
12.9%
-0.4%
12.9%
-0.4%
Q1
Q2
Q3
Q4
Full Year
Organic Growth
4.3%
5.2%
6.5%
5.5%
5.4%
2024
AER
£m
AER
Growth
2024
CER
£m
CER
Growth
Organic
Growth
Revenue
262
5.3%
272
9.3%
3.2%
Operating Profit
45
-3.3%
47
0.4%
Adjusted Operating Profit
55
2.5%
57
6.4%
Adjusted Operating Margin
21.1%
-0.6%
21.1%
-0.6%
Q1
Q2
Q3
Q4
Full Year
Organic Growth
7.3%
1.2%
0.6%
4.2%
3.2%
Asia & MENAT
Revenue rose by 8.4%, of which 5.4% was Organic Revenue growth.
Pricing was complemented with volume growth, as markets overall
remained structurally supportive. The performance was led by India
and Indonesia, which both sustained high single-digit organic growth.
In India, good progress was made in integrating the pest control
company Hi-Care, acquired in the first half of the year. In MENAT,
regional conflict held back the final quarter performance in the
Lebanon market, but we are seeing a prompt recovery.
Adjusted Operating Profit in Asia & MENAT increased 4.9% to £48m
and Adjusted Operating Margin was down 40bps to 12.9% as a result
of additional growth investment. Operating Profit decreased by 26.9%
to £24m at AER. Customer retention increased to 80.7% (FY 23: 78.7%).
Regional operations have benefited from an increased colleague
retention rate of 93.3% (FY 23: 92.0%). The region acquired five
businesses with total revenues in the year prior to purchase of £12m.
Pacific
Revenue increased by 9.3% to £272m, with Organic Revenue growth
of 3.2%. Pest Control revenue growth was 12.4%, driven by sustained
momentum in both contract and jobbing work, despite weather related
challenges affecting rural and trackspray operations during the year.
Hygiene & Wellbeing revenue grew by 6.2%, with strong demand for
Ambius’ services continuing. Adjusted Operating Profit in the Pacific
was up by 6.4% to £57m, with an Adjusted Operating Margin of 21.1%.
Operating Profit decreased by 3.3% to £45m at AER. Customer retention
remained strong at 86.6% (FY23: 86.5%), while colleague retention
improved to 80.2% (FY23: 77.5%), with positive momentum observed
in the second half of the year. The region acquired four businesses
with total revenues in the year prior to purchase of £8m.
Asia & MENAT customer retention increased to
80.7
%
(FY 23: 78.7%)
Pacific Hygiene & Wellbeing revenue grew by
6.2
%
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
37
Strategic Priority #3
Growing our global Pest
Control business through
innovation and digital
Innovation as a growth enabler
Innovation is the lifeblood of what we do at Rentokil Initial
and is a key enabler to our success and future growth.
Digital innovation in pest control is necessary to meet
the needs of an evolving world. Innovative products
and services, and digital and AI applications allow us
to unlock new market segments, drive global organic
growth, and differentiate ourselves, offering unique
solutions that competitors can not readily replicate.
Innovation is a powerful sales tool, alongside providing
greater operational efficiency and margin growth.
We lead our industry in the use of digital technologies,
and we are continuing to build this competitive advantage
– our smart technology is providing more remote
monitoring solutions and increased transparency of data.
Innovation drives margin accretion
Adopting innovative processes and technologies supports
profitable growth as we lower service costs, reduce
consumables usage, and leverage data to inform improved
efficiencies. It also enables us to target longer-term
customer contracts. Our innovation supports improved
customer conversion, retention and service efficiency,
enabling sustained growth and margin accretion over time
in mature markets, and leading the industry in emerging
countries – particularly in commercial sectors.
3
75
+
Pipeline of science and
innovation projects
Find out more: Pest Control business
performance and innovation, pages 40 to 43
R&D innovation centres
We have built a strong track record of delivering market-ready
innovation in Pest Control, and we continue to focus on advancing
pest control technologies and solutions through our dedicated
global innovation centres and our team of scientists, engineers and
technicians. Our industry-leading R&D capabilities provide Rentokil
with a differentiated platform to innovate enhanced solutions over
three time horizons: short, medium, and long term.
In Pest Control we operate four innovation centres globally:
1. The Power Centre
, UK, which serves as Rentokil’s global R&D
hub for pest control. It focuses on early innovation, regulatory
analysis, microbiology advancements, and training in pest
control solutions.
2. The Technology Centre
,
UK, which focuses on hardware
product development, validation, and regulatory excellence.
3. Rentokil Initial Supplies
,
UK, which focuses on the research,
development, and delivery of more sustainable consumable
products and industry-leading accreditations.
4. Rentokil Terminix Innovation Centre
in Dallas, Texas.
This centre, dedicated to North America services, opened in
June 2024. It features advanced research facilities, including
laboratories, environmental chambers, and a built-in insectary.
It focuses on developing new technologies and products for
residential, vector, and termite pest control. Its mission is to
create a step change in Rentokil Terminix’s competitive
advantage, particularly in termite and mosquito pest control.
Innovation pipeline
Our innovation pipeline of more than 75 projects enables Rentokil
Initial to meet industry regulations, satisfy evolving customer needs
and improve efficiency. We are well positioned to sustain our
leadership position in the commercial sectors and now with added
focus and investment on residential pest control in North America.
>
567
k
Lumnia units in operation
38
Rentokil Initial plc
Annual Report 2024
Strategic Priority #3
AI-driven connected technology
Connected technology is at the heart of our
market leadership strategy in Pest Control,
with PestConnect, our remote monitoring
platform, serving as the foundation for all
our digital advancements.
Recent innovations in AI and camera
technology have significantly enhanced
our PestConnect digital pest management
solution, developed in collaboration with
Google and Vodafone. Our next-generation
connected monitoring system integrates
Camera Vision AI, delivering AI-driven,
data-powered solutions that improve
efficiency, precision, and sustainability in
pest management – dramatically reducing
resolution times.
Our newly launched PestConnect Optix
camera device enables real-time digital
monitoring, visual pest activity verification, and
data-driven control strategies. By leveraging
machine learning, it analyses images captured
by cameras, allowing technicians to identify,
classify, and count pests across various
environments with greater accuracy.
The insights gathered from our cameras –
combined with time, location, and pest activity
data – allow us to track trends at customer
sites and identify the causes of infestations
or increased activity. This enables us to have
meaningful conversations with customers,
providing them with valuable insights into
their operations.
See pages 42 to 43 for more details on
PestConnect.
IoT to enhance customer service
Our investment in our Internet of Things (IoT)
cloud platform allows real-time data to enable
critical business decisions to be made. The
volume of data coming from our connected
PestConnect units is significant – our Google
Cloud-based platform allows us to monitor,
collect, analyse, and share data in the cloud to
get real-time updates on any infestation, 24/7,
and so offer a better service.
PestConnect data shows
resolution time can be
improved by
50
%
500
k
PestConnect devices installed
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
39
Our Business Categories
Pest Control
What we do
We are a leading pest control company and
the largest operator in North America, with
operations across 88 countries and 98 of the
world’s 100 largest cities by GDP. We operate
in a resilient and non-cyclical industry
characterised by strong long-term structural
growth drivers.
Trading primarily under the Rentokil and
Terminix brands, our Pest Control specialists
seek to 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 where possible,
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.
Our customers
Rentokil operates across three distinct
customer segments and a broad range
of industries. Our market-leading pest
management digital solutions, and innovation,
and our high customer retention of 81.2% are
key differentiators across our North American
and International markets.
Commercial is our largest customer segment,
and key sectors include food and beverage
processing and outlets, hospitality, facilities
management, offices and administrative, and
logistics and warehousing. We have a high
degree of recurring contracted revenue across
Pest Control and within the commercial sector.
Our customers mainly contract on an annual
basis, with PestConnect customers
contracting on a three-year basis. Residential
is our next largest customer segment, and an
expanded segment within our North America
market following the acquisition of Terminix.
Termites makes up the third customer
segment. Both our Residential and Termite
customers contract on a per visit/incident
basis, with most regions introducing an annual
increase in prices in line with inflation
Customers increasingly are making
purchasing decisions based on brand trust,
differentiated expert service delivery
(including innovation and AI), sustainable
solutions, and real-time digital customer
engagement solutions, all areas in which
Rentokil continues to invest in as a global
leader.
Our leading brands
We continue to focus on building our Rentokil
and Terminix brands through ongoing
investments in people, service, innovation,
digital capabilities, and sustainability. In North
America, as well as the national focus on our
two power brands, our brand strategy will
have an additional focus on our nine main
regional brands.
How we do it
1. Pest risk assessment
Hassle-free pest survey
and consultation
• Scheduled pest
inspection at a time of
your convenience
• On-site pest risk review
and consultancy
• No-obligation quote and
recommendations
2. Pest treatment
Comprehensive pest
treatment programme
tailored to your needs
• Certified, local pest
control experts
• Environmentally sensitive
approach
• Industry-specific
legislation expertise
supporting audit
compliance
3. Pest protection
(aftercare)
Providing a clean, safe
environment and treatment
• Integrated pest
management (IPM)
solutions
• Detailed post-service
recommendations
• Pest prevention aftercare
and advice
International
Pest Control
growth
Our International business,
covering Europe, including Latin
America, the UK & Sub-Saharan
Africa, Asia & MENAT, and the
Pacific, grew Revenue (at AER)
by 4.6% to £1,135m in 2024 and
Organic Revenue increased
by 5.3%.
The non-cyclical growth drivers
of population growth, climate
change, and urbanisation, and
the expanding use of digital
innovation in pest management,
are presenting opportunities
across our International markets.
We are building scale and density
in new and existing cities and
expanding our operations in
territories such as Central
America, India, and Australia.
The take-up of digital pest control
and preventative measures is
growing, but varies within
regions, with Europe, parts of
Asia, and Australia being early
adopters in the use of digital tools
like remote monitoring, drones,
and AI, presenting opportunities
for Rentokil to become a leading
innovator in these Growth and
Emerging markets.
40
Rentokil Initial plc
Annual Report 2024
Pest Control
Our performance
The business sustained growth in the year,
underpinned by the critical nature of its services
and with a strong contribution from the
International business. Overall Revenue was
up by 2.9% (2.5% Organic) to £4,408m. Organic
Revenue growth in the International business
of 5.3%, in line with our medium-term range
for Pest Control of between 4.5-6.5%, offset
more modest North America Organic Revenue
growth of 1.5%. There was a drag from the
North America business on Adjusted Operating
Profit, down by 4.2% to £794m, resulting in an
Adjusted Operating Margin for the Pest Control
category of 18.0%. Operating Profit decreased
by 13.7% to £560m at AER. Pest Control
represented 79% of Group Revenue and
79% of Group Adjusted Operating Profit.
2024
AER
£m
AER
Growth
2024
CER
£m
CER
Growth
Organic
Growth
Revenue
4,287
0.1%
4,408
2.9%
2.5%
Operating Profit
560
-13.7%
573
-11.6%
Adjusted Operating Profit
773
-6.7%
794
-4.2%
Adjusted Operating Margin
18.0%
-1.3%
18.0%
-1.3%
Q1
Q2
Q3
Q4
Full Year
Organic Growth
2.7%
1.7%
2.3%
3.3%
2.5%
We acquired 24 pest control businesses
in the period, with revenues in the year prior
to acquisition of £90m.
We lead our industry in the use of digital
technologies in pest control, and we are
continuing to build upon this competitive
advantage. Our smart technology is providing
more remote monitoring solutions and
increased transparency of data.
The digital Pest agenda moved further forward
in 2024. An additional 127,000 PestConnect
devices, which offer 24/7 monitoring, were
installed in customers’ premises, and we now
have a total of 500,000 devices installed.
We have 13 countries where connected
devices now account for more than 10% of the
commercial portfolio. In the UK, PestConnect
accounts for c.20% of the Company’s
commercial pest control contracted revenue.
We continue to roll out smarter solutions.
Our new PestConnect Optix utilises AI and
camera technology to identify individual
rodents. It’s available in the UK with
deployments in the Netherlands, France,
Spain and the Middle East underway.
In the year, North America also saw the launch
of our proprietary EcoCatch fly control solution
for commercial customers, as well as the
continued rollout of our Lumnia LED flying
insect control range.
Rentokil Terminix Innovation Centre
Our new innovation centre is a
further example of our global
commitment to industry-leading
innovation and investment in our
people to deliver outstanding
customer service. We continue to
set new standards for the industry
and differentiate ourselves in
the market.
Andy Ransom
Chief Executive
In June, we opened a state-of-the-art Rentokil Terminix Innovation Centre
in Dallas, Texas. This centre, dedicated to North America, serves as
a hub for advanced R&D, innovation testing, technician training, and
driving advancements in pest control technologies. It brings together
a collaboration of our own scientists with leading academic institutions,
key stakeholders, and industry experts.
The centre features advanced research facilities, including three
independent laboratories, a temperature controlled environmental
chamber, and a built-in insectary for indigenous and global insects.
Central to the R&D programme is a team of PhD-level scientists with
specialisms including termites, mosquito management, and residential
pest control product development. Their focus is on developing new
technologies and products for residential, vector, and termite pest control.
The centre’s mission is to create a step change in Rentokil Terminix’s
competitive advantage in North America, particularly in termite and
mosquito pest control.
Since the centre’s opening, North America has seen innovation launches,
including our EcoCatch fly control solution, that captured 60% more flies
in 24 hours during laboratory tests compared with the market-leading
external fly trap. Additionally, the roll-out of the Lumnia LED flying insect
control range continues to expand.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
41
Pest Control
Our Business Categories
continued
Investment in innovation
and digital solutions
Our ongoing investment in innovative products
and services, and digital and AI applications
allows us to unlock new market segments,
drive global organic growth, and differentiate
ourselves, offering unique solutions that
competitors can’t readily replicate.
During the year, we upgraded our
PestConnect and RADAR X core pest control
solutions, extended our AI and camera
imaging capabilities through PestConnect
Optix, and made strong progress in growing
the take-up of our market-leading digital and
connected devices and platforms.
PestConnect connected monitoring
PestConnect, our market-leading advanced
digital pest management solution, supports
a growing range of connected devices and
catch solutions. Our PestConnect system and
solution is based on the IoT and acts as an
early warning system to alert our technicians
of pest activity at customer sites. Its proactive
monitoring and alerts reduce the need for
in-person attendance and minimise reliance
on chemicals and pesticides.
PestConnect launched in our core European
markets in 2014, and more recently we have
rolled out the system in Australia, New
Zealand, and parts of Asia, where the initial
demand has been strong.
PestConnect Optix is the latest PestConnect
solution and incorporates AI camera solutions.
which uses imaging devices with Camera
Vision AI and unique AI algorithms to swiftly
detect and identify a variety of pests from
cameras strategically placed in areas
susceptible or prone to pest infestations,
allowing infestations to be quickly and
effectively treated. The system uses infrared
LEDs to ensure clarity even in low-light
conditions, enabling coverage in concealed
areas like ceiling voids, sub-floors and wall
cavities, and sensitive locations like server
rooms, clean rooms or electrical facilities.
These pictures are then analysed by a
sophisticated AI algorithm, which determines
to a high probability the pest type that has
been detected – whether it is a rat, mouse,
bird, or other unwanted pest.
The addition of cameras offers enhanced,
real-time monitoring and control of a wide
range of pest activity in large-scale commercial
and residential settings, allowing pest
management programmes to start significantly
quicker than anything we have today.
Using AI and data analytics, PestConnect
provides valuable insights into pest activity
impacting a customers' operations.
These detailed insights lead to powerful
conversations, often resulting in actions taken
by the customer and Rentokil to enhance the
protection of their operations and premises.
Day in the life
of a Pest Control
technician
Our Pest Control technicians play
a vital frontline role at Rentokil
and Terminix, serving diverse
customers, such as retail outlets,
restaurants, offices, hotels, and
homes. With over 25,000
technicians globally, we provide
expert pest control solutions,
supporting the safety and
hygiene of customer premises.
Technicians work independently,
managing a dedicated
geographical area, swiftly
resolving pest issues, and
offering valuable advice.
Equipped with a company
vehicle and comprehensive
training (up to Level 3 Technician),
they tackle varied tasks daily.
From laying bait boxes and
fumigating offices to routine
checks for key accounts, no two
days are the same. The role
demands quick thinking and
strong decision-making in a
dynamic, fast-paced environment.
42
Rentokil Initial plc
Annual Report 2024
Pest Control
RADAR X
Forming part of the PestConnect system,
RADAR X, our upgraded RADAR unit
developed in 2023 and launched during the
year, is our industry-leading mouse control
solution with dual catch unit and monitoring
capability. It offers a much-needed alternative
to conventional baiting practices. Our 24/7
connected monitoring ability enables early
detection of pest activity and targeted
intervention, reducing service inefficiency.
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.
Lumnia Insect Light Trap (ILT)
Having fully moved away from using fluorescent
tubes, Lumnia ILT with its patented LED light
was a first-to-market solution. The unit,
with model options suitable for a range
of environments, consumes up to 79% less
energy compared with traditional insect light
traps. It also features adaptive lighting that
adjusts to ambient conditions, optimising
energy use. During the year our Total Fly
Control toolkit was launched, and the number
of units in use increased to more than 567,000.
Our investment in camera technology allowed
us to develop a camera for flying insects in the
year, to be launched in 2025. The camera will
scan and alert for the percentage of the board
covered, counting objects in real time, and in
the future enabling pest type recognition.
PestConnect reaches 500,000
devices milestone
Rentokil’s investment in connected technologies has significantly
enhanced customer insights, improved outcomes, increased
operational efficiency, and helped disrupt pest breeding cycles.
PestConnect continues its expansion across Europe and Asia,
with installed units increasing 36% this year – bringing the total
to c.500,000 connected devices in operation. Currently, five
countries have more than 25% of their commercial portfolio utilising
connected devices, while six countries exceed 20%. Additionally,
New Zealand and Australia, have surpassed 10% following recent
roll-outs.
Looking ahead, our digital pest control evolution will establish
PestConnect as the foundation of future pest management
services, integrating new solutions, generative AI advancements,
and the introduction of our Optix ‘visualisation’ range.
PestConnect device growth
500,000
400,000
300,000
200,000
100,000
0
Devices ’000
2019
2020
2021
2022
2023
2024
80,000
148,000
235,000
290,000
356,000
c.500,000
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
43
Strategic Priority #4
Building our global
Hygiene & Wellbeing business
4
Our strategy for Hygiene & Wellbeing is to deliver continued
growth through a combination of strong operational focus,
increasing the reach and density of our footprint, from the
70+ countries we currently operate in, 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.
We are focusing on four areas to continue our global growth:
expanding our range of services in core washrooms;
expanding outside washrooms, building wellbeing services
such as plants and scenting and specialist hygiene;
operational excellence and building density; and
an M&A programme to accelerate growth in new markets,
build density, and extend services.
+
£25
m
Annual M&A growth
Find out more: Hygiene & Wellbeing
business performance, page 47
Enhanced Environments
Improving the occupant experience
in the built environment
Growth targets
• Further investment in
Sales & Marketing
• Target M&A to build density
and market share
• Bolt-ons to existing Pest Control
and Hygiene & Wellbeing
contracts
Washroom Hygiene
Brand leadership via innovation
science
Growth targets
• Continued growth from operations
excellence
• Innovation to increase penetration
and differentiation
• Target M&A to build density/
increase our markets
Premises Hygiene
Leveraging our hygiene expertise
outside washrooms
Growth targets
• Accelerate our growth in existing
markets
• Target M&A to build density and
increase our range of expertise
44
Rentokil Initial plc
Annual Report 2024
Strategic Priority #4
Growth from operational
excellence and innovation
Having the best product ranges and delivering
high-quality customer service is key to
promoting operational excellence. Our core
washroom hygiene business offers three
ranges of washroom products, with range
extensions supporting customer retention and
increasing solution density.
Signature range:
Our award-winning
Signature range includes high-quality
products constructed to be both tough and
durable with an integral antimicrobial surface
that helps reduce the spread of germs. The
range now includes AirFlow Scent – an
affordable, passive scenting solution providing
effective fragrancing for small washrooms
without the need for batteries or electric
power sources.
Signature COLOUR:
Makes personalised
washrooms the new standard and gives
customers and employees a consistent
experience reflecting brand values. Awarded
the Red Dot Design Award for product design
excellence and the President’s Design Award
for product innovation and design excellence.
Reflection range:
A contemporary range of
premium stainless steel washroom products
styled to blend discreetly into the washroom
environment.
These awards recognise top industry
designers and honour exceptional interior
plantscape designs. Ambius designers from
across North America secured awards in
various categories, including Design, Major
Renovation, Living Wall, and Rooftop Gardens.
Focus on specialist hygiene
We are repositioning our specialist hygiene
business to target higher growth segments,
focusing on air and water hygiene.
Our specialist hygiene services for air are
focused on the growth opportunity in
ventilation cleaning, and the upkeep of a
heating, ventilation, and air conditioning
(HVAC) system to enable it to run properly and
safely. The growing awareness of indoor air
quality makes regular HVAC cleaning vital to
prevent harmful bacteria and meet health
standards.
Food preparation and kitchen environments
can create numerous hygiene challenges and
bacteria risks. Our comprehensive range of
specialised hygiene services tailored for
food-related industries combine traditional
cleaning practices with advanced technology
for better efficiency, safety, and compliance in
food and beverage outlets.
Growing beyond
the core washroom
We aim to accelerate our growth outside the
washroom extending into Premises Hygiene
and Enhanced Environments, both organically
and inorganically, focusing on areas such as
wellbeing, scenting and specialist hygiene.
Ambius
Enhancing work and commercial environments
has grown in importance since the pandemic.
We are committed to meeting this global
demand, and are focused on expanding our
services in internal ambience, biophilia and air
quality, and brand experience.
Ambius, our global biophilia business, offers a
comprehensive plant and landscaping service,
ensuring effective use of plants to create a
welcoming and productive atmosphere. We
specialise in providing solutions that not only
enhance the space but also offer numerous
plant benefits, including improved air quality
and employee well-being. Ambius provides a
full range of services, from biophilic consultancy
services for large one-off projects through to
seasonal re-planting and regular maintenance
to keep the plants healthy.
Ambius achieved remarkable success at the
2024 International Plantscape Awards, earning
20 awards for innovative designs, three
Platinum awards, 13 Gold, and four Silver.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
45
Hygiene & Wellbeing
Our Business Categories
continued
What we do
Hygiene & Wellbeing, operating under the
Initial brand, provides a wide range of hygiene
and wellbeing services. We help organisations
around the world to manage hygiene risk,
create healthier working environments and
public spaces, and make workplaces better
and safer places to be for colleagues and
visitors. Our people provide dedicated and
expert hygiene services in the washroom
and throughout entire premises.
Our technicians provide hygiene services to
business environments to make them cleaner,
safer and healthier, to improve air quality, and
support workplaces in being 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. Inside
the washroom we offer the widest range of
washroom hygiene services and products.
Outside core washroom hygiene, our Enhanced
Environments businesses improve the
occupant experience beyond the washroom
and throughout customer premises. We operate
Ambius plants and premium scenting, air
quality monitoring and green walls.
We deliver specialist hygiene services, such
as clinical waste management, dental hygiene,
and cleanroom services operations.
Our customers
Initial operates in 70 markets across six main
customer segments: education, leisure and
hospitality, healthcare, offices, manufacturing,
and retail. Our high customer satisfaction
levels of 53.0 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, and 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.
Day in the life
of a hygiene
service technician
Working for Initial Hygiene
involves delivering a number of
different products and services
at our customers’ premises each
day – no two days are the same.
There is always lots of variety in
the role, but your customer base
remains the same, enabling you
to build lasting relationships with
your customers.
Once qualified to Level 1, you can
work on your route alone – ‘my
route is my responsibility so I can
arrange it to keep my customers
happy’ – while keeping in close
contact with your line manager
and with the support of the wider
Rentokil Initial family.
Initial Hygiene offers a clear and
structured training programme
from trainee to Level 3, giving
everyone good opportunities for
progression and development.
How we do it
1. Hygiene assessment
Hassle-free hygiene
survey and consultation
• Prompt response from
local expert hygiene
surveyors
• On-site hygiene risk
review and consultancy
• Detailed inspection
against health and safety
guidelines, focusing on
your business’s hygiene
needs
2. Tailored solutions
Customised hygiene
solutions for your business
• Hygiene solutions
tailored to the unique
requirements of your
business
• Award-winning products
compliant with all hygiene
and environmental
regulations
• Quick and discreet
installation, ensuring
minimal disruption to your
business operations
3. Maintenance
and aftercare
Ongoing support of
hygiene excellence
• (For Global account
customers) Dedicated
account manager for
regular support and query
resolution
• Regularly scheduled
account reviews and
on-site hygiene audits
• Access to market-leading
technologies and
innovations for
continuous improvement
in hygiene standards
46
Rentokil Initial plc
Annual Report 2024
Hygiene & Wellbeing
France Workwear
What we do
Our France Workwear business accounts
for 
 c.4% of Group Revenue and specialises
in the supply, maintenance, and laundering
of workwear, uniforms, cleanroom garments,
and personal protective wear to customers in
hotels, restaurants, and catering businesses
across France. The workwear is designed to
meet safety and hygiene standards, enabling
employees to be well protected while
maintaining professionalism and comfort
in their working environment. The business
is considered non-core and operates on
a standalone basis.
Strategy
We are focused on creating a business that
has a clear market differentiation. To achieve
this, we aim for the highest level of product
and service quality, applying key performance
indicators to measure quality of service and
using radio-frequency and identity tags to
improve service accountability. We utilise
the highest standards in washing and repair
quality in order to be responsive to our
customers’ needs and have a separate,
dedicated team to focus on the continued
innovation of services and products.
Our performance
Strong new business sales performance,
including account gains and upselling, resulted
in another strong contribution from our France
Workwear business where Revenue rose
by 7.1% to £237m, all from Organic growth.
Inflation was successfully mitigated with price
increases. Adjusted Operating Profit growth
increased by 8.6%. Operating Profit was
up 9.0% to £41m at AER. The business has
benefited from continued strong colleague
retention rates.
Sustainable
hygiene – air care
Air hygiene services are essential for
safeguarding indoor environments.
At Initial, we leverage decades
of global expertise to deliver
industry-leading air care and
purification solutions, which are
designed to minimise health risks
associated with poor air quality
and provide a myriad of benefits.
Air freshening remains an important
part of our core washroom portfolio.
To support our continued growth
in this area, we launched Signature
AirFlow in 2024, a low-cost,
power-free solution suitable for
small washrooms and accessible
toilets. Signature AirFlow Scent
addresses the need for sustainable
air fresheners that do not use
aerosols or propellants or need
batteries or power sources.
Our performance
Hygiene & Wellbeing Revenue increased by
8.4% to £931m. Organic Revenue growth was
3.1%, Q4 Organic growth was held back by
190bps quarter on quarter owing to strong
prior year comparatives from large projects
in Ambius North America and Covid-related
credits in the UK. 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 2024,
Organic Revenue growth in core washrooms
was 3.1%, while Organic growth in premises
and enhanced environments was 3.7%.
Adjusted Operating Profit was up by 6.8% to
£169m, with Adjusted Operating Margin down
30bps to 18.1%. Operating Profit was up 5.4%
to £157m at AER. For FY24, Hygiene &
Wellbeing represented 17% of Group Revenue
and 17% of Group Adjusted Operating Profit.
We acquired 12 Hygiene and Wellbeing
companies with revenues of c.£50m in the
year prior to purchase.
2024
AER
£m
AER
Growth
2024
CER
£m
CER
Growth
Organic
Growth
Revenue
908
5.7%
931
8.4%
3.1%
Operating Profit
157
5.4%
161
8.0%
Adjusted Operating Profit
164
4.2%
169
6.8%
Adjusted Operating Margin
18.1%
-0.3%
18.1%
-0.3%
Q1
Q2
Q3
Q4
Full Year
Organic Growth
3.8%
5.0%
2.9%
1.0%
3.1%
2024
AER
£m
AER
Growth
2024
CER
£m
CER
Growth
Organic
Growth
Revenue
230
4.3%
237
7.1%
7.1%
Operating Profit
41
9.0%
42
12.0%
Adjusted Operating Profit
41
5.7%
42
8.6%
Adjusted Operating Margin
17.7%
+0.2%
17.7%
+0.2%
Q1
Q2
Q3
Q4
Full Year
Organic Growth
7.7%
7.4%
7.4%
6.1%
7.1%
Strategic Report
Other Information
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Corporate Governance
Rentokil Initial plc
Annual Report 2024
47
5
Strategic Priority #5
Capital allocation opportunities
for value creation
A proven model
for value creation
Allocating capital to building and executing
our acquisitions pipeline alongside operational
investment is a key foundation of our growth
strategy. It drives organic and M&A growth,
improves our gross margins and generates
strong profit and cash flow.
The focus of our acquisitions programme,
which extends from North America to all our
International regions, is to maintain a strong
pipeline of high-quality opportunities and to
integrate acquisitions quickly and effectively,
creating scale globally and a stable platform
for future growth. Our in-house M&A team has
the capability to identify, evaluate, execute,
and integrate acquisitions at pace, having
acquired 297 businesses since 2018. Our
model for value-creating M&A is structured
around the disciplined evaluation of targets,
execution of detailed integration programmes,
and careful stewardship of new businesses
under its ownership.
Our financially disciplined capital allocation model is compounding growth
through M&A and organic growth.
Targeted acquisitions
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, and targeting
acquisitions in new countries and in
megacities and large cities where we
have identified strong growth potential.
In North America, we took a more targeted
approach to bolt-on acquisitions, with 10
acquisitions focused on building local density in
cities in the South and California, while ensuring
that we did not impact the ongoing integration
programme there. Internationally, we acquired
four pest businesses in Asia, with the
acquisition of national provider HiCare Services
Private Limited (HiCare) a significant expansion
in India (see page 49); five in Central Europe;
and four in Australia, a country which is at the
forefront of integrating advanced technologies
into pest management.
Hygiene & Wellbeing continues to present
a strong growth opportunity through M&A,
replicating the successful Pest Control model,
which has similar characteristics. Our M&A
focus in Hygiene & Wellbeing is on building city
density and supporting specialist extension
areas that we have defined as part of our
growth plans. During 2024, we expanded
specialist hygiene services, air care and indoor
planting, scenting and landscaping (forming
part of our global Ambius business), acquiring
12 businesses across North America, Europe
(including LATAM), UK and Asia, and expanding
our footprint in Cities of the Future, as detailed
on page 49.
£
140
m
Revenue acquired through
36 acquisitions in 2024
1. As the Group is moving to US Dollar reporting
from 1 January 2025, guidance is provided in
the new reporting currency.
2. Includes six H&W deals.
3. Excludes North America.
North America²
103
Growth Pest³
78
Emerging Pest
75
Hygiene & Wellbeing³ 41
Number of acquisitions since 2018
$
250
m
1
2025 targeted M&A spend
48
Rentokil Initial plc
Annual Report 2024
Strategic Priority #5
98
We have a presence in 98 of the
world’s 100 largest cities, by GDP
58
Cities of the Future acquisitions
completed since 2020
Cities of the Future
M&A strategy
Established in 2020, the Cities of the Future
M&A strategy targets M&A activity in those
cities where we expect to see even higher
growth levels over future decades from
increased demand for both Pest Control and
Hygiene & Wellbeing services. In 2024, we
added scale in 32 of these cities, including
Delhi, Mumbai, Hunan, Ho Chi Minh, Kolkata,
Melbourne, and Bogotá.
Our strategy has so far delivered:
• 58 acquisitions in Cities of the Future since
2020, in cities including Sao Paolo, Manila,
Delhi, Hyderabad, Mecca, Abu Dhabi,
Fuzhou, Foshan, Xiamen, and Santiago;
• acquired revenues of over £100m in
Cities of the Future since 2020;
• the creation of the largest pest control
company in India;
• additional material scale in Latin America
(Brazil, Colombia, and Chile); and
• more than doubling scale in the Philippines,
Saudi Arabia, and the United Arab Emirates,
and entry in Pakistan.
Securing a leading
position in India
India is the world’s most populous country
and the world’s second largest pest control
market. It is one of Rentokil’s key targets
for future growth, driven by its increasing
urban population, growing middle classes,
and largely tropical climate. In April, we
acquired HiCare, India’s second-largest
pest control company.
This strategic move enhances the Group’s
presence in India, building upon our 2017
acquisition of a majority stake in Pest Control
India (PCI). HiCare operates through 30
branches nationwide, employing over 1,000
colleagues to deliver commercial, residential,
and termite pest control services. The
company’s clients include food producers,
healthcare facilities, airports, and hotels.
The Indian pest control market is poised for
continued growth, supported by increasing
urbanisation, heightened health awareness,
and the need for compliance with food safety
standards. With over 6,000 small pest control
companies in the country, we see substantial
potential for further consolidation and
expansion. The adoption of integrated pest
management practices and technological
advancements is expected to further drive
the market forward.
Cities of the Future
2024 M&A
We acquired 36 new businesses, comprising 24 in Pest Control and 12 in Hygiene & Wellbeing
for a total consideration of £182m, with total revenues of c.£140m in the year prior to purchase.
We added 13 new businesses in North America during the period with £69m revenues acquired,
12 deals in Europe inc. LATAM (revenues of £20m in the year prior to purchase), two deals in the
UK & SSA region (revenues of £31m in the year prior to purchase), five deals in Asia and MENAT
(revenues of £12m in the year prior to purchase) and 4 deals in the Pacific region (revenues of
£8m in the year prior to purchase).
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
49
Our people are our business.
We are committed to being a world-class
Employer of Choice everywhere we
operate. Above everything, our
colleagues’ safety comes first – we want
to ensure that everyone goes home safely
at the end of their working day.
Our market-leading practices, together
with our training and development
programmes, help us to attract and hire,
and also retain, the best people.
We believe in diversity, ensuring that
everyone is given the equal opportunity
to succeed based on merit.
Providing outstanding customer
service is a key component of our
business model.
We serve customers from the largest
multinational pharmaceutical, industrial,
and food production companies to local
shops, restaurants, and residential
customers, and we are passionate about
the level of customer service we deliver
to every one of them.
As a services business we know that
brand trust and identity matter, and
we endeavour to fully understand
our customers’ needs to provide
the solutions they require.
Be an Employer
of Choice
Provide excellent
customer service
86.6
%
98.3
%
colleague retention rate
State of Service
Find out more on pages 24 and 65 to 66
Find out more on pages 25 and 67
Our four strategic enablers are the key resources and capabilities
that support and facilitate the successful implementation of our strategy.
They are fundamental to our business model, ensuring alignment
between goals and execution on our strategic priorities.
Our Strategic
Enablers at a Glance
50
Rentokil Initial plc
Annual Report 2024
Innovation is an integral
part of our business.
Our best-in-class differentiated innovation
not only provides our customers with
more efficient products and services, but
also ensures that our operations are as
sustainable as possible. Our innovation
pipeline is focused on digital services,
sustainable products, and non-toxic
solutions.
Digital technologies are increasingly
employed throughout our businesses to
enhance the experience of both our
customers and our colleagues, further
improving efficiency and insight.
Being a responsible business
means supporting our communities
and environment effectively.
We are committed to improving our
carbon efficiency with a target to reduce
our emissions intensity index by 20%
by the end of 2025, alongside our target
to achieve net zero carbon emissions
by the end of 2040.
We aim to make a meaningful contribution
to the local economy and support the
communities where we operate, through
charitable donations and local projects.
Create value through
innovation and digital
applications
Manage a
responsible
business
75
+
17.3
%
pipeline of innovation projects
Improvement in emissions intensity – towards our
target of 20% by the end of 2025
Find out more on pages 38 to 39 and 69
Find out more on pages 63 to 79
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
51
Financial Review
Revenue (at AER)
£
5,436
m +1.1%
2023: £5,375m
Profit before tax (at AER)
£
405
m
17.9%
2023: £493m
Adjusted Operating Profit (at CER)
£
860
m
4.2%
2023: £898m
Revenue (at CER)
£
5,587
m +3.9%
2023: £5,375m
Net Cash Flows from Operating Activities (at AER)
£
678
m
8.0%
2023: £737m
Free Cash Flow (at AER)
£
410
m
18.0%
2023: £500m
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 57 to
62 for more information.
Find out more on page 54
Find out more on page 54
Find out more on page 54
Find out more on page 54
Find out more on page 54
Find out more on pages 54 and 55
52
Rentokil Initial plc
Annual Report 2024
While there is undoubtedly more to do to
improve performance in North America,
the business fundamentals are strong,
the strategy is clear, and the opportunity
ahead is compelling.
Paul Edgecliffe-Johnson
Chief Financial Officer
Summary of financial performance (at CER)
Regional performance
Revenue
Adjusted
Operating Profit
2024
£m
2023
£m
Change
%
2024
£m
2023
£m
Change
%
North America
Pest Control
3,236
3,201
1.1%
553
599
(7.5%)
Hygiene & Wellbeing
111
105
5.5%
20
18
7.4%
3,347
3,306
1.3%
573
617
(7.1%)
International
Pest Control
1,172
1,085
8.0%
241
231
4.5%
Hygiene & Wellbeing
820
753
8.8%
149
139
6.7%
France Workwear
237
221
7.1%
42
39
8.6%
2,229
2,059
8.2%
432
409
5.7%
Europe (incl. LATAM)
Pest Control
551
516
6.6%
128
124
3.3%
Hygiene & Wellbeing
364
344
5.9%
56
52
6.3%
France Workwear
237
221
7.1%
42
39
8.6%
1,152
1,081
6.5%
226
215
5.0%
UK & Sub-Saharan Africa
Pest Control
206
195
5.5%
54
51
5.5%
Hygiene & Wellbeing
231
195
18.5%
47
43
8.9%
437
390
12.0%
101
94
7.0%
Asia & MENAT
Pest Control
276
250
10.4%
36
34
5.4%
Hygiene & Wellbeing
92
89
3.0%
12
11
3.3%
368
339
8.4%
48
45
4.9%
Pacific
Pest Control
139
124
12.4%
23
22
7.7%
Hygiene & Wellbeing
133
125
6.2%
34
33
5.5%
272
249
9.3%
57
55
6.4%
Central
11
10
7.8%
(138)
(121) (14.1%)
Restructuring costs
(7)
(7)
0.3%
Total at CER
5,587
5,375
3.9%
860
898
(4.2%)
Total at AER
5,436
5,375
1.1%
834
898
(7.0%)
Category performance
Revenue
Adjusted
Operating Profit
2024
£m
2023
£m
Change
%
2024
£m
2023
£m
Change
%
Pest Control
4,408
4,286
2.9%
794
830
(4.2%)
Hygiene & Wellbeing
931
858
8.4%
169
157
6.8%
France Workwear
237
221
7.1%
42
39
8.6%
Central
11
10
7.8%
(138)
(121) (14.1%)
Restructuring costs
(7)
(7)
0.3%
Total at CER
5,587
5,375
3.9%
860
898
(4.2%)
Total at AER
5,436
5,375
1.1%
834
898
(7.0%)
After spending the last three months immersed in the organisation
and business, I can confidently say that Rentokil Initial is built on a
foundation of great people and a strong culture – one that is ambitious,
driven, and hungry for success.
We operate in a market with strong medium-term growth characteristics,
and the opportunity ahead of us is significant. As the global leader in
this fragmented industry, we are well-positioned to grow both
organically and through acquisitions.
A key focus now is the integration of Terminix. This is a complex
process, and while there is still work to be done, once fully delivered,
it will position us as one of the most efficient operators in the industry.
We will have a highly competitive cost structure, underpinned by some
of the best technology and innovation capabilities in the market. This
will further strengthen our position and enhance our ability to serve
customers at scale.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
53
Financial Review
continued
In order to help understand the underlying trading performance, unless
otherwise stated, figures below are presented at constant exchange
rates.
Revenue
Group Revenue increased 3.9% to £5,587m. Group Organic Revenue
grew 2.8%. Group Revenue was up 1.1% to £5,436m at AER. Revenue
growth in North America was up 1.3% (Organic Revenue +1.5%). North
America saw a 90bps quarter-on-quarter improvement in regional
Organic Revenue growth in Q4 (1.4% in Q3, 2.3% in Q4). The
International business drove Revenue up 8.2% for the full year with a
good contribution from all regions. Europe, the Group’s second largest
region, was up by 6.5%; UK & Sub-Saharan Africa was up 12.0%; the
Pacific was up 9.3%; and Asia & MENAT was up 8.4%.
Our Pest Control category grew Revenue by 2.9% (2.5% Organic) to
£4,408m, mainly from price increases. Hygiene & Wellbeing Revenue
increased by 8.4% (3.1% Organic) to £931m, led in general by resilient
demand for washroom services. Strong progression in both volume and
price were reflected in the contribution from our France Workwear
business, with Revenue up by 7.1% to £237m (7.1% Organic).
Revenue (£m at CER)
H1
H2
Full Year
Group
2,756
2,831
5,587
North America
1,662
1,685
3,347
International
1,088
1,141
2,229
Organic Growth
H1
H2
Full Year
Group
2.8%
2.8%
2.8%
North America
1.3%
1.8%
1.5%
International
5.2%
4.3%
4.7%
Profit
Adjusted Operating Profit reduced by 4.2% during the year to £860m,
impacted by the performance in North America. As stated in the
Company’s September Trading Update, in North America there was a
drop-through impact on profit from below expected organic revenue
growth and from significant in-year cost investments to drive revenue,
resulting in a 130bps decrease year on year in Group Adjusted
Operating Margin to 15.4%. Within business categories, Adjusted
Operating Margin for Pest Control was 18.0% (FY 23: 19.3%). Hygiene &
Wellbeing Adjusted Operating Margin was 18.1% (FY 23: 18.4%), and
France Workwear was 17.7% (FY 23: 17.5%).
Adjusted Profit before Tax (at AER) of £703m, which excludes one-off
and adjusting items and amortisation costs, decreased by 8.1%.
Adjusted interest of £138m at actual exchange rates was £3m lower year
on year. One-off and adjusting items (operating) at AER of £86m
includes £59m (FY 23: £81m) of integration costs related to the Terminix
acquisition (“Costs to Achieve’’) and £9m (FY 23: £13m) of other M&A
costs. Statutory Operating Profit at AER was £549m (FY 23: £625m).
Statutory profit before tax at AER was £405m (FY 23: £493m).
Adjusted Operating Profit (£m at CER)
H1
H2
Full Year
Group
455
405
860
North America
310
263
573
International
208
224
432
Adjusted Operating Profit Margin
H1
H2
Full Year
Group
16.5%
14.3%
15.4%
North America
18.6%
15.6%
17.1%
International
19.1%
19.6%
19.3%
Cash (at AER)
Net cash flows from operating activities were £678m. Free Cash Flow of
£410m was £90m lower than in FY 23 due to reduced profitability. There
was a £15m outflow (FY 23: £11m) from one-off and adjusting items
(non-cash).
The Group had a £105m working capital outflow in FY 24. Capital
expenditure of £215m was incurred in the period (FY 23: £211m). Lease
payments of £145m were down 4.0% reflecting the start of integration
work on branch restructuring.
Cash interest payments of £144m were £22m lower than in the prior
year, reflecting higher interest rates on investment income and lower
swap payments due to a weaker US dollar. Cash tax payments for the
period were £87m, a decrease of £13m compared with the
corresponding period last year reflecting lower profits in North America,
combined with one-off tax refunds. Adjusted Free Cash Flow
Conversion was 80.0%, in line with guidance.
Cash spend on current and prior year acquisitions was £172m, dividend
payments were £229m and the cash impact of one-off and adjusting
items was £77m, largely related to Terminix integration costs.
Central and regional overheads
Central and regional overheads of £138m (£137m at AER) were up £17m
at CER (£16m at AER) on the prior year (FY 23: £121m at CER and AER)
predominantly as a result of inflationary increases and increased IT
investment.
Restructuring costs
With the exception of integration costs for significant acquisitions, the
Company reports restructuring costs within Adjusted Operating Profit.
Costs associated with significant acquisitions are reported as one-off
and adjusting items and excluded from Adjusted Operating Profit.
Restructuring costs of £7m (at CER and AER) were in line with the prior
year (FY 23: £7m at CER and AER). They consisted mainly of costs in
respect of initiatives focused on our North American transformation
programme.
Interest (at AER)
Adjusted interest of £138m at actual exchange rates includes £98m of
annualised interest charges relating to financing of the Terminix
transaction, £24m of lease interest charges and a £46m offsetting
reduction from the impacts of hyperinflation and net interest received. In
the year, hyperinflation of £7m at AER was £4m lower than the prior year
(FY 23: £11m) due to devaluation of the Argentinian peso. Cash interest
in FY 24 was £144m (FY 23: £166m) reflecting higher interest rates on
investment income and lower swaps payments due to a weaker US
dollar.
In Appendix 1 we have shown a summary P&L interest table
demonstrating how the components of our financing drive interest costs
and incomes and the expected range for 2025 at average exchange
rates. Changes in variable interest rates, exchange rates and CPI rates in
hyper-inflationary economies during 2025 will impact the reporting of
interest costs for 2025.
Tax
The income tax charge for the period at actual exchange rates was
£98m on the reported profit before tax of £405m, giving an effective tax
rate (ETR) of 24.2% (FY 23: 22.7%). The Group’s ETR before amortisation
of intangible assets (excluding computer software), one-off and
adjusting items and the net interest adjustments for FY 24 was 23.8%
(FY 23: 23.8%). This compares with a blended rate of tax for the
countries in which the Group operates of 25.3% (FY 23: 25.1%).
54
Rentokil Initial plc
Annual Report 2024
Net debt and cash flow
£m at actual exchange rates
2024
£m
2023
£m
Change
£m
Adjusted Operating Profit
834
898
(64)
Depreciation
308
300
8
Other
35
30
5
Adjusted EBITDA
1,177
1,228
(51)
One-off and adjusting items (non-cash)
(15)
(11)
(4)
Working capital
(105)
(47)
(58)
Movement on provisions
(60)
(56)
(4)
Capex – additions
(215)
(211)
(4)
Capex – disposals
4
14
(10)
Capital of lease payments and initial direct costs incurred
(145)
(151)
6
Interest
(144)
(166)
22
Tax
(87)
(100)
13
Free Cash Flow
410
500
(90)
Acquisitions
(172)
(242)
70
Disposal of companies and businesses
19
(19)
Dividends
(229)
(201)
(28)
Cash impact of one-off and adjusting items
(77)
(107)
30
Other
(6)
6
Debt related cash flows
Cash outflow on settlement of debt related foreign exchange forward contracts
(9)
(3)
(6)
Net investment in term deposits
(1)
(1)
Debt repayments
(369)
(369)
Debt related cash flows
(379)
(3)
(376)
Net decrease in cash and cash equivalents
(447)
(40)
(407)
Cash and cash equivalents at the beginning of the year
832
879
(47)
Exchange losses on cash and cash equivalents
(13)
(7)
(6)
Cash and cash equivalents at end of the financial year
372
832
(460)
Net decrease in cash and cash equivalents
(447)
(40)
(407)
Debt related cash flows
379
3
376
IFRS 16 liability movement
4
3
1
Debt acquired
(9)
(1)
(8)
Bond interest accrual
(2)
(1)
(1)
Foreign exchange translation and other items
13
169
(156)
(Increase)/decrease in net debt
(62)
133
(195)
Opening net debt
(3,146)
(3,279)
133
Closing net debt
(3,208)
(3,146)
(62)
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
55
Financial Review
continued
Funding
As at 31 December 2024, the Group had liquidity headroom of £1,196m,
including £799m ($1bn) of undrawn revolving credit facility, with a
maturity date of October 2028 and £40m ($50m) term loan facility
maturing May 2025. The net debt to EBITDA ratio was 2.9x at 31
December 2024 (31 December 2023: 2.8x). The net debt to Adjusted
EBITDA ratio was 2.7x at 31 December 2024 (31 December 2023: 2.6x)
Dividend
The Board is recommending a final dividend in respect of 2024 of 5.93p
per share, payable to shareholders on the register at the close of
business on 4 April 2025, to be paid on 14 May 2025. This equates to a
full-year dividend of 9.09p per share, up 4.7% year on year, in line with
the Company’s progressive dividend policy. The last day for DRIP
elections is 22 April 2025.
Technical guidance update for FY 25
As the Group is moving to US Dollar reporting from 1 January 2025,
technical guidance is provided in the new reporting currency.
P&L
• Restructuring costs: $10m; and One offs and Adjusting items excl.
Terminix: c.$15m
• Terminix integration Costs to Achieve*: c.$55-65m
• P&L adjusted interest costs: c.$190m-$200m, incl. $5m-$10m 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 c.-$10m to -$20m**
• Intangibles amortisation: $190m-$200m
Cash
• One-off and adjusting items: c.$70m-$80m
• Working Capital: c.$75m-$85m outflow and provision payments of
$80m-$90m
• Capex excluding right of use (ROU) asset lease payments:
$300m-$310m
• Cash interest: c.$185m-$195m
• Cash tax payments: $140m-$150m
• Anticipated spend on M&A in 2025 of c.$250m
*
Reported as one-off and adjusting items and excluded from Adjusted
Operating Profit and Adjusted PBTA;
** Based on maintenance of current FX rates.
Appendix 1 – Adjusted Interest
1
Amount
’m
Rate
Fixed/
Floating
2024
AER
£m
2025
AER
£m
Bonds and swaps
EUR
400
0.95%
Fixed
EUR
600
0.88%
Fixed
EUR
600
0.50%
Fixed
EUR
850
3.88%
Fixed
15
19
EUR
600
4.38%
Fixed
24
29
GBP
400
5.00%
Fixed
20
26
Amortised Cost
Fixed
2
2
Swaps
3.53%
(avg)
Fixed
44
43
Total
1,850
105
119
Term Loan
USD
700
5%-6%
Float
32
10
Lease Interest
Float
25
33
Other Interest
Float
19
49
Total Other
44
82
Finance Cost
2
181
212
Interest received
(36)
(13)
Hyper-Inflation
(7)
(6)
Finance Income
3
(43)
(19)
Adjusted Interest
138
193
Adjusting items
Amortisation of discount on legacy provisions
2
10
13
Gain on hedge accounting recognised in finance
income/cost
3
3
2024 average FX rate for £/€: 1.1818 and £/$: 1.2773
1. For a full reconciliation of statutory interest measures to adjusted interest,
please see non-IFRS measures section on page 16-22 below.
2. 2024 Finance Costs totalled £197m. See note C8.
3. 2024 Finance Income totalled £(46)m See note C9.
Paul Edgecliffe-Johnson
Chief Financial Officer
6 March 2025
56
Rentokil Initial plc
Annual Report 2024
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 believes 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
from 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 2024 are £/$ 1.2773 (2023: 1.2441) and £/€ 1.1818 (2023: 1.1503). Comparisons are with
the year ended 31 December 2023 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 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 with 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
2023 Revenue
 3,306 
 1,081 
 390 
 339 
 249 
 10 
 5,375 
2023 Revenue from closed business
1
(45) 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
(45) 
Normalised 2023 Revenue – base for Organic Revenue
Growth percentage
 3,261 
 1,081 
 390 
 339 
 249 
 10 
 5,330 
Revenue from 2024 acquisitions (at 2023 CER)²
 22 
 10 
 24 
 8 
 4 
 – 
 
 68 
Revenue from 2023 acquisitions (at 2023 CER)³
 15 
 5 
 6 
 2 
 11 
 – 
 
 39 
Organic Revenue Growth 2024 (at 2023 CER)
4
 49 
 56 
 17 
 19 
 8 
 1 
 150 
2024 Exchange differences
(87) 
(38) 
(2) 
(14) 
(10) 
 – 
 
(151) 
2024 Revenue (at AER)
 3,260 
 1,114 
 435 
 354 
 262 
 11 
 5,436 
Organic Revenue Growth %
1.5%
5.0%
4.3%
5.4%
3.2%
7.8%
2.8%
1.
The adjustment removes revenue from 1 April 2023 to 31 December 2023 from the Paragon distribution business closed with effect from 1 April 2024.
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 2023.
Rentokil Initial plc
Annual Report 2024
57
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
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 
2023 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%
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.
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 174).
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 and legacy termite 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 and adjusting 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.
58
Rentokil Initial plc
Annual Report 2024
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 (outflow)/inflow
£m
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) 
2024
Acquisition and integration costs
 9 
(3) 
(15) 
Terminix integration costs
 59 
(15) 
(60) 
Other
 18 
(5) 
(2) 
Total
 86 
(23) 
(77) 
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).
2024
AER
£m
2023
AER
£m
Finance cost
 197 
 189 
Finance income
(46) 
(48) 
Add back:
Amortisation of discount on legacy provisions
(10) 
(11) 
Foreign exchange and hedge accounting ineffectiveness
(3) 
 11 
Adjusted Interest
 138 
 141 
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.
2024
£m
2023
£m
Operating profit
 549 
 625 
Add back:
One-off and adjusting items
 86 
 98 
Amortisation and impairment of intangible assets¹
 199 
 175 
Adjusted Operating Profit (at AER)
 834 
 898 
Effect of foreign exchange
 26 
 – 
 
Adjusted Operating Profit (at CER)
 860 
 898 
1. Excluding computer software.
Rentokil Initial plc
Annual Report 2024
59
Strategic Report
Other Information
Financial Statements
Corporate Governance
Use of Non-IFRS Measures
continued
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.
2024
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
 405 
 13 
 86 
 199 
 703 
Adjusted Profit Before Tax
Income tax expense
(98) 
(3) 
(23) 
(43) 
(167) 
Tax on Adjusted Profit
Profit for the period
 307 
 10 
 63 
 156 
 536 
Adjusted 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 period
 381 
(2) 
 74 
 131 
 584 
Adjusted Profit After Tax
1. Excluding computer software.
EBITDA and Adjusted EBITDA
EBITDA is calculated by adding back finance income, finance cost, share of profit from associates net of tax, income tax expense, depreciation,
amortisation and impairment of intangible assets, and other non-cash expenses to profit for the year. Adjusted EBITDA is calculated by adding back
one-off and adjusting items to EBITDA.
2024
£m
2023
£m
Profit for the period
 307 
 381 
Add back:
Finance income
(46) 
(48) 
Finance cost
 197 
 189 
Share of profit from associates net of tax
(7) 
(9) 
Income tax expense
 98 
 112 
Depreciation
 308 
 300 
Other non-cash expenses
 35 
 30 
Amortisation and impairment of intangible assets¹
 199 
 175 
EBITDA
 1,091 
 1,130 
One-off and adjusting items
 86 
 98 
Adjusted EBITDA
 1,177 
 1,228 
1. Excluding computer software.
60
Rentokil Initial plc
Annual Report 2024
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.
2024
£m
2023
£m
Profit attributable to equity holders of the Company
 307 
 381 
Add back:
Net interest adjustments
 13 
 – 
 
One-off and adjusting items
 86 
 98 
Amortisation and impairment of intangibles
1
 199 
 175 
Tax on above items
2
(69) 
(70) 
Adjusted profit attributable to equity holders of the Company
 536 
 584 
Weighted average number of ordinary shares in issue (million)
 2,521 
 2,516 
Adjustment for potentially dilutive shares (million)
 7 
 11 
Weighted average number of ordinary shares for diluted earnings per share (million)
 2,528 
 2,527 
Basic Adjusted Earnings Per Share
 21.25p 
23.19p
Diluted Adjusted Earnings Per Share
 21.19p 
23.08p
1. Excluding computer software.
2. The tax effect on add-backs is as follows: one-off and adjusting items £23m (2023: £24m); amortisation and impairment of intangibles £43m (2023: £44m);
and net interest adjustments £3m (2023: £2m).
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.
2024
£m
2023
£m
Net cash flows from operating activities
 678 
 737 
Purchase of property, plant and equipment
(171) 
(167) 
Purchase of intangible assets
(44) 
(44) 
Capital element of lease payments and initial direct costs incurred
(145) 
(151) 
Proceeds from sale of property, plant, equipment and software
 4 
 14 
Cash impact of one-off and adjusting items
 77 
 107 
Dividends received from associates
 11 
 4 
Free Cash Flow
 410 
 500 
Rentokil Initial plc
Annual Report 2024
61
Strategic Report
Other Information
Financial Statements
Corporate Governance
Use of Non-IFRS Measures
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.
2024
£m
2023
£m
Free Cash Flow
 410 
 500 
Product development additions
 9 
 10 
Net investment hedge cash interest through other comprehensive income
 10 
 12 
Adjusted Free Cash Flow (a)
 429 
 522 
Adjusted Profit After Tax (b)
 536 
 584 
Adjusted Free Cash Flow Conversion (a/b)
80.0%
89.4%
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.
2024
£m
2023
£m
Net cash flows from operating activities (a)
 678 
 737 
Profit attributable to equity holders of the Company (b)
 307 
 381 
Cash Conversion (a/b)
221.0%
193.4%
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.
2024
£m
2023
£m
Income tax expense
 98 
 112 
Tax adjustments on:
Amortisation and impairment of intangible assets
1
 43 
 44 
Net interest adjustments
 3 
 2 
One-off and adjusting items
 23 
 24 
Adjusted Income Tax Expense (a)
 167 
 182 
Adjusted Profit Before Tax (b)
 703 
 766 
Adjusted Effective Tax Rate (a/b)
23.8%
23.8%
1. Excluding computer software.
The Group’s effective tax rate (ETR) for 2024 on reported profit before tax was 24.2% (2023: 22.7%). The Group’s Adjusted ETR before amortisation
of intangible assets (excluding computer software), one-off and adjusting items, and the net interest adjustments for 2024 was 23.8% (2023: 23.8%).
This compares with a blended rate of tax for the countries in which the Group operates of 25.3% (2023: 25.1%). The Group’s low tax rate in 2024
is primarily attributable to the recognition of deferred tax on losses of £9m (2023: £3m).
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.
62
Rentokil Initial plc
Annual Report 2024
Responsible Business
2024 highlights
0.29
Lost Time Accident rate
(2023: 0.31)
1,018
Ultra-Low Emission (electric)
Vehicles in our global fleet
(2023: 666)
86.6
%
Total colleague retention
(2023: 84.2%)
10
%
Ultra-Low Emission Vehicles
in the UK and Europe have
reached 10% of the fleet
– achieving our 2025 target
+
2.6
m
Training activities completed
in 2024 on U+ Online
17.3
%
Improvement in emissions
intensity – towards our target
of 20% by the end of 2025
Find out more on page 65
Find out more on pages 68 to 71
Find out more on page 24
Find out more on pages 65 to 67
Find out more on page 70
Find out more on pages 78 to 79
Protecting People,
Enhancing Lives, and
Preserving our Planet
65 Social sustainability
statement
65
Our colleagues
66
Our suppliers
67
Our customers
67
Our communities
68 Environment sustainability
statement
70
Vehicle mobility
72 Task Force on
Climate-related Financial
Disclosures Report
79
2024 emissions data
80 Governance sustainability
statement
81
Section 172(1) statement
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
63
SEP 2024
Responsible Business
continued
Responsible business is good business
Each year, Rentokil Initial colleagues make around 34 million service
visits to customers’ premises. Our experts operate extensively on the
premises of our customers (organisations of all sizes as well as people
at home).
That’s why being a responsible business starts with safety. Our
colleagues, often without direct supervision on site, know that
operating safely and following the correct procedures for the safe use
of products is our first priority. It is very encouraging therefore to see
another year of excellent safety performances across our Group.
Our responsible business practices also focus on: the engagement,
training, and skills of our colleagues; supporting customers and
protecting the environment with innovations and more
carbon-efficient ways of delivering a great service; protecting the
resilience of our local operations; actively adding value to our
communities; and managing our governance to provide our
stakeholders with confidence and transparency.
Details for each of these areas can be found over the following
pages and are referenced to other sections in this report.
You’ll see that we continue to make good progress in many areas
and are committed to creating value for all stakeholders in line with
our mission of Protecting People, Enhancing Lives, and Preserving
our Planet.
Andy Ransom
Chief Executive
AA rating
Low risk, strong
management rating
S&P Global CSA –
96th percentile
sector score
Member
Overall D rating.
Of the 16 areas we
received a B- rating
in 7 areas and a
C rating in 6 areas.
Several countries
receiving Silver, Gold
and Platinum ratings
Independent accreditation and ratings
We aim to engage positively with all stakeholders and continued to receive strong independent ratings for our activities in 2024:
New reporting requirements
The last few years have seen several
developments in environmental, social and
governance (ESG) corporate reporting
requirements.
For four years we have reported against the
Sustainability Accounting Standards Board
(SASB) standard for our sector of Commercial
Services. The main focus of the required
SASB disclosures has been on social
sustainability, and our activities for
colleagues, customers, suppliers, and
communities can be found in our
Social
sustainability statement
on page 65.
The full SASB report can be found in
our Responsible Business Report.
Last year, the Financial Conduct Authority’s
new Listing Rules requirements on
diversity-related reporting came into effect
and as such we have continued to report
on our representation of women and ethnic
minorities on the Board.
Further details on our ESG targets can be
found on page 78.
Within our
Environment sustainability
statement
, we provide a review of our
progress this year against our environment
plan (see pages 68 to 71) and include
our 2024 emissions data on page 79.
Our fourth report against the Task Force on
Climate-related Financial Disclosures (TCFD)
standard, can also be found on page 72.
We are also continuing to take 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, particularly for IFRS S2,
within our TCFD Report.
In addition, the
Governance sustainability
statement
outlines the extensive process
that we have undertaken to prepare the
Company to meet the European Union’s
new Corporate Sustainability Reporting
Directive (CSRD).
64
Rentokil Initial plc
Annual Report 2024
Social sustainability statement
This Social sustainability statement provides
an update on activities and performance
for colleagues, customers, suppliers, 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 available in our Responsible Business
Report.
Our colleagues
Rentokil Initial defines a responsible
workplace as one focused on safety,
underpinned by a values-driven culture.
We support our colleagues to develop
a long-term career with the Company.
We are committed to being a world-class
Employer of Choice and employ c.68,500
colleagues (2023: 62,900) in 89 countries.
Our culture
We are committed to operating with a culture
which is safe, diverse, customer-focused,
and innovative. Our shared values are:
Service:
We are passionate about delivering
excellent service to every customer;
Teamwork:
We are One Team – collaborating,
supporting, and working together brilliantly;
Relationships:
We value long-lasting
relationships with our colleagues, customers,
and the communities in which we operate; and
Responsibility:
We all owe a duty of care to
each other, our customers, local charities, the
communities in which we live and work, and
the planet.
In 2023, 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. We maintained
our strong levels of engagement (79%, in line
with global company norms) and enablement
(83%, which was 5 percentage points ahead
of global company norms).
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.
The survey is undertaken every two years
to allow for appropriate time for us to respond
to feedback – this year some 18,000 local
actions were logged due to the survey.
Answers to the questions ‘the Company cares
about the health and wellbeing of colleagues’
and ‘I am able to achieve a good balance
between my work and private life’ both scored
above the Global Company Norm.
Colleague safety
Our colleagues’ safety always comes first.
This is one of our primary ESG risks and is
managed by a dedicated Safety, Health and
Environment (SHE) team with consistent
policies and measures across the Company.
This year, we have delivered another high
level of colleague safety – improving both
the frequency of accidents and the severity.
Our Lost Time Accident rate improved to 0.29
(against our target of 0.31) and Working Days
Lost to 6.25 (against our target of 7.05), which
have exceeded target by 6.5% and 11.3%
respectively, year on year.
This performance was driven by our ongoing
focus on safety, robust management
standards, and commitment to best practices.
A total of 14 million site risk assessments
(SRAs) were undertaken in 2024 (2023:
c.11 million) using our SRA app. The mySHE
incident reporting system is fully embedded
across the business.
Regrettably, there was one work-related
colleague fatality in 2024 (2023: 0 fatalities)
involving a fall from height. The incident was
thoroughly investigated and any lessons
incorporated into safety training and guidance.
0.29
Lost Time Accident rate
(2023: 0.31)
6.25
Working Days Lost rate
(2023: 7.05)
86.6
%
Total colleague retention
(2023: 84.2%)
2.6
m
Training activities completed
in 2024 on U+ Online
14
m
Site risk assessments
undertaken in 2024
c.
23,800
External job applications received
through our Career+ app
174,000
Five-star Google service
reviews in Asia
Key performance indicators
2024
2023
2022
2021
2020
Lost Time Accidents (LTA)¹
0.29
0.31
0.39
0.38
0.39
Working Days Lost (WDL)²
6.25
7.05
7.90
8.71
8.46
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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
65
Responsible Business
continued
Social sustainability statement
Diversity
Our workplace strategy places great emphasis
on merit and equal opportunities, 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 North America, we have introduced our first
Colleague Resource Groups to increase
colleague engagement and provide a space
where our colleagues can gather and grow
as a community. Eight groups have been
introduced which represent our colleagues’
diverse cultures, ethnicities, backgrounds,
interests, and orientations. There are 800
colleagues participating.
Please see the below diversity data for 2024
as required by section 414C of the Companies
Act 2006:
• 16,247 (24%) of colleagues were female and
52,238 (76%) male.
• 40 (28%) of our senior leaders were female
and 104 (72%) male.
• 71 (29%) of our senior leaders (incl. subsidiary
directors) were female and 171 (71%) male.
• Three (30%) of our Board Directors were
female.
Strong recruitment and training practices
Our Career+ app is the global platform for
colleagues to apply for, refer, or share our
career opportunities easily across their social
networks. In 2024, it enabled 54,752 shares
of our vacancies and delivered 23,893
external applications. It has become our
most successful resourcing channel.
Colleagues are supported with a wide variety
of training and development opportunities,
including technical training and online
development through U+. In 2024, colleagues
undertook 2.6m courses on U+ and over 420
new learning assets were developed.
Rentokil Initial was first accepted as an
employer provider on the Register of
Apprenticeship Training Providers (RoATP),
now known as the APAR, in March 2017. Our
apprentice training is delivered in the field via
field trainers and assessors, online through U+,
and in the classroom using qualified trainers.
The outcome for learners has been
exceptionally good, with 650 distinctions and
84 passes recorded to date.
In 2024, we accounted for c.5% of the
Customer Service Apprenticeships in England.
We currently have 229 apprentices across our
UK businesses working towards a Level 2
Customer Service Apprenticeship. During the
year, we achieved #68 in the Top 100
Apprenticeship Employers.
Our suppliers
Our Group Procurement team manages the
supply of products to our global businesses.
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 meet 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.
See Governance on page 80.
The Company’s supply strategy is focused
on sustainability, and on ensuring that our
suppliers share our values and commitments
to high ESG standards. Rentokil Initial has
recently integrated sustainability requirements
into its supplier contracts for all new suppliers
and on a rolling basis with existing suppliers.
During the year, we continued our work on
raising awareness of sustainability across our
extended supply chain at our Asian Supplier
Sustainability Conference that was attended
by nearly 100 suppliers. This virtual conference
provided education sessions on several
topics, such as calculating product carbon
footprints, reducing the impact of logistics
operations on emissions, driving sustainability
through consumables sourcing, reducing
virgin plastics usage in hardware, and supplier
selections through social compliance.
In addition, to support a broader
understanding of sustainability across our
major and critical suppliers, the Company
has created sustainability awareness training
for suppliers, which has been distributed
in addition to our existing modern slavery
awareness training.
2.6
m
courses on U+, which is a 34%
increase year on year, and 420
new learning assets were
developed by our in-house
content development team
#
68
During the year we achieved #68
in the Top 100 Apprenticeship
Employers
66
Rentokil Initial plc
Annual Report 2024
Social sustainability statement
Our customers
Rentokil Initial’s services protect people from
the health dangers of pests, enhance lives
with greater standards of hygiene and better
workplace environments, and seek to 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 with 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 2024, we undertook more than 34 million
service visits and completed 7.25 million
post-service surveys, with an average rating
by customers of 4.93 out of 5.
The Group’s Net Promoter Score (Customer
Voice Counts or CVC) for 2024 increased by
+1.0 to 51.8, with increases in all categories.
In Asia, our technicians have achieved
c.174,000 five-star Google service reviews
with 75% of technicians achieving at least one
or more five-star reviews. In North America,
we have seen a c.200% increase in five-star
reviews, to over 55,000 in 2024.
Innovation is an integral part of our business
and organisational culture, which not only
provides our customers with more efficient
and best-in-class products and services,
but also ensures that our operations are
conducted more efficiently and sustainably.
Our innovation pipeline is focused on
developing more sustainable products and
digital services. See page 69 for sustainable
innovation and page 38 for pest control
innovation.
Our communities
Our approach to charitable and community
engagement is aligned with our core social
purpose of Protecting People, Enhancing
Lives, and Preserving our Planet. We also
aim to make a meaningful positive impact
on the local economy and to support the
communities where we operate.
Rentokil Initial Cares (RI 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 2024, we donated c.£574,000 to charities
and good causes. This excludes gifts in kind
and product donations which included hand
sanitiser valued at c.£770,000 donated
during the year.
In 2024, we continued to support our
long-term partnerships to protect lives from
malaria, enhance lives through our community
health education programme, and protect
mature rainforests from deforestation. During
the year, we made donations to charities,
including:
• £10,000 to the Red Cross Middle East Crisis
Appeal;
• £40,000 to Cool Earth (two programmes
in the Amazon and Congo rainforests);
• £25,000 to Street League; and
• £25,000 to Malaria No More UK.
4.93
out of
5
In 2024, we undertook more than
34m service visits and completed
7.25m post-service surveys, with
an average rating by customers
of 4.9 out of 5
c.£
574,000
donated to charities and good causes
In North America we have seen
a significant increase in five-star
reviews, up from 18,700 in 2023
to over 55,000 in 2024
Social value
Alongside our RI Cares initiatives, we are
also undertaking larger, long-term projects
to promote 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 36,500 children and adults have
participated in educational events over
the past 11 years through Better Futures.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
67
Responsible Business
continued
Environment sustainability statement
This Environment sustainability statement
provides an update on our ongoing journey
towards more sustainable operations and
services, highlighting the progress we’ve
made in 2024 towards achieving our target of
net zero carbon emissions across our
operations by 2040.
Our efforts are guided by robust global
policies, frameworks, and management
strategies, which are implemented locally by
our dedicated country teams.
Reaching net zero is not just a societal
imperative, it is also a priority for our business.
Our stakeholders, particularly our colleagues,
support our environmental goals.
Following this statement is our Task Force on
Climate-related Financial Disclosures (TCFD)
Report, which begins on page 72, with
detailed environmental metrics available on
page 79.
1,018
Ultra-low emission electric vehicles in
our global fleet (2023: 666)
1,718
Low emission hybrid vehicles in
our global fleet (2023: 1,630)
440
Increase in low emission vehicles
year on year
5
%
Decrease in emissions from
fumigant usage in 2024
0.8
%
Increase in energy and fuel-derived
emissions in 2024
17.3
%
Reduction in emissions intensity index
at year end (20% target by end of 2025)
Transitioning to lower carbon
operations
Our environment plan features operational
workstreams, covering our primary areas of
focus towards our target of net zero by 2040,
as follows:
1. Pest chemicals
We are committed to minimising the use of
chemicals in pest control by leveraging
integrated pest management (IPM) practices,
digital connected solutions, and sustainable
devices. Wherever possible, we use more
sustainable alternatives such as heat
treatments. All products used in our
operations are carefully selected from
our authorised product list.
Before any pest control activity is undertaken,
a site risk assessment is conducted to
determine the most appropriate response
to manage the infestation. Where suitable,
we recommend alternative IPM strategies,
including proofing and improved
housekeeping measures. In 2024, our teams
carried out more than 14 million Site Risk
Assessments (SRAs) using our SRA app,
ensuring a safe and effective approach
tailored to each situation.
Our operations follow local regulations, and
we adhere to the standards outlined by the
Campaign for Responsible Rodenticide Use.
In 2024, we signed an agreement with a third
party who will help us evaluate the
environmental impact of the chemicals we use.
From 2025, where we have sufficient data,
and where we do not impact treatment
efficacy, we will prioritise solutions with
a lower environmental impact, subject to
providing the most effective treatment.
2. Fumigation
We are targeting a 70% reduction in emissions
from fumigation activities by 2030, driven by
our Replace-Reduce-Recapture (3R) initiatives:
Replace:
Prioritising non-chemical methods,
such as heat treatments, whenever feasible;
Reduce:
Minimising the space requiring
treatment, thus minimising the amount of
fumigant used; and
Recapture:
Exploring experimental setups
and filtration trials to capture fumigant gases.
We have also implemented measures to
reduce the volume of fumigation gas used
on customer sites such as utilising industrial
balloons to minimise treatment spaces
allowing us to reduce the quantity of
fumigant used.
Through these actions, coupled with
fluctuating customer demand, the emissions
equivalent from fumigation decreased by
5% year on year in 2024 and by 21% over
two years.
See page 78 for further information and
our environmental targets.
5
% YOY
Emissions equivalent from
fumigation decreased by
5% year-on-year in 2024
and by 21% over two years
68
Rentokil Initial plc
Annual Report 2024
Environment sustainability statement
3. Hygiene & Wellbeing
consumables
We continue to focus on reducing the
environmental impact of our consumables,
including paper, soaps, and plastics.
Sustainable paper products
Our aim has always been to ensure that all
hygiene paper products meet recognised
environmental standards, such as FSC
certification for virgin fibre or EU Ecolabel
(or equivalent) accreditation for recycled
products.
We set an ambitious target of achieving over
90% compliance, and we are proud to report
that, as of 2024, 96% of the paper we provide
to customers globally now holds appropriate
environmental accreditation, such as FSC,
EU Ecolabel, or Blue Angel.
Building on this success, we are continuing
to work closely with our suppliers to drive
further progress and uphold our commitment
to sustainability.
Responsible palm oil sourcing
We are also committed to ensuring that at
least 90% of the palm oil used in our products
and services is sourced from Roundtable on
Sustainable Palm Oil approved supply chains.
We are proud to confirm that this target has
been successfully achieved since 2023,
demonstrating our commitment to sustainable
sourcing practices.
Reduction in plastic bag usage
Our strict Standard Operating Procedures
for the On-Site Servicing (OSS) of sanitary
waste units ensure hygienic and professional
handling while mitigating the spread of germs
and bacteria. This method also provides
significant environmental benefits compared
with depot-washing of bins, including
reductions in water and electricity usage,
and transport CO₂ emissions. In Australia,
for example, an analysis by the Carbon Trust
calculated a 24% reduction in emissions
associated with OSS compared with traditional
depot-washing methods.
4. Hardware
We offer a range of services and products
designed to support our customers in
achieving their sustainability objectives.
Rodent control
In pest control, our first consideration is to
implement physical barriers, such as proofing
and exclusion materials, to prevent pests from
entering spaces. In 2024, we continued to
expand the use of Flexi Armour, an innovative
rodent-proofing solution. This product allows
technicians to seal gaps using a resilient resin
that flexes with expansion joints, effectively
blocking rodent access while maintaining
structural functionality.
All our rodent bait stations are now
manufactured using recycled polymer.
In 2024, we also launched RADAR X,
a proprietary innovation to protect businesses
from mice, featuring:
• sustainability enhancements, including
a longer battery life, reduced packaging,
and a modular design with field-replaceable
components to minimise waste; and
• durability, with a central unit capable of
withstanding pressures of up to 2 metric
tonnes, along with dust and water resistance
(IP65 rating) for a longer service life.
Flying insect control
Our innovative Lumnia LED fly control range,
which catches more than 18 types of flying
insects, continues to offer a more effective
and energy-efficient alternative to traditional
fluorescent tubes systems:
• energy savings of up to 79%;
• lamps lasting 33% longer than other LED
units on the market;
• 80% greater reach than traditional
fluorescent tubes; and
• zero toxic chemicals – no mercury.
This year, Lumnia has continued to be rolled
out in North America, allowing us to continue
our strategy of offering sustainable pest
control solutions.
EcoCatch
In 2024, we launched EcoCatch, an advanced
and more sustainable fly control solution
designed for exterior environments. Designed
for businesses that value environmental
responsibility without compromising efficacy,
EcoCatch tackles the challenges of outdoor
fly control and replaces conventional
single-use products.
EcoCatch outperforms traditional fly control
methods by a significant margin. In controlled
tests, it was shown to catch 60% more flies in
24 hours than the market-leading external fly
trap. This superior catch rate is a testament
to the innovative design and effectiveness
of EcoCatch.
Our commitment to sustainability is evident
in every aspect of EcoCatch. Over 30% of
each unit is made from recycled plastic.
Signature AirFlow Scent
Our second largest service line in washroom
hygiene is Air Freshening. To support
opportunities for continued growth in this
sector, in 2024, we introduced Signature
AirFlow Scent. Features include:
• optimised fragrance dispersion via airflow;
• hardware made from 70% post-consumer
recycled plastic;
• free from aerosols and propellants; and
• reduces volatile organic compounds by up
to 70% compared with aerosol equivalents.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
69
Responsible Business
continued
Environment sustainability statement
5. Waste
We are dedicated to promoting the
responsible sourcing of products and services
and the safe and sustainable disposal of
waste. Our goal is to operate at the highest
possible standard supported by local
infrastructure in each country.
Reducing the environmental impact of waste
is a key focus, including the waste collected
through our washroom services, which
represents a significant portion of the total
waste we manage in countries where these
services are offered.
In certain cases, such as the disposal of
medical or feminine hygiene waste,
regulations require incineration for health
and safety reasons. However, where we have
control, we actively implement strategies
to enhance the sustainability of our waste
disposal processes.
In 2024, we delivered further reductions
in plastic packaging on products including:
Lumnia, Signature AF Fan, Signature Dual
Sanitiser, Signature CM Folded Paper
Dispenser, Signature Jumbo Roll Tissue,
and Signature Demand Flush.
These initiatives underline our commitment to
reducing the environmental impact of waste
management, both within our operations and
on behalf of our customers.
In France, the business undertook a
programme to train and educate colleagues
on waste separation. It has also installed 3
workshops with 8 dedicated employees to
refurbish products; 43,000 devices were
refurbished in 2024.
by 2040, while also using low emission
vehicles (LEV) as part of our journey towards
net zero (see below for definitions). By the end
of 2024, our fleet included:
• 1,018 ULEV (2023: 666); and
• 1,718 Hybrid LEV (2023: 1,630).
In 2024, we were delighted to achieve a key
milestone ahead of schedule, with over 10% of
our UK and European fleet now composed of
ULEVs, one year ahead of our 2025 deadline.
However, challenges remain, including a lack
of sufficient electric charging infrastructure in
some countries and the limited availability of
large ULEVs suitable for our operational needs
(where battery range, for example, is poor at
100–130 miles, in contrast to the passenger
cars of at least 300 miles). In addition, many of
our van drivers do not have off-road parking
and so access to overnight charging
infrastructure is limited.
6. Mobility
We are committed to minimising vehicle
emissions and improving the sustainability
of our fleet through the following measures:
• optimising vehicle size and type;
• selecting vehicles with the lowest CO₂e
emissions;
• using route-planning tools; and
• implementing telematics to encourage more
efficient driving practices.
Expanding sustainable mobility options
Our fleet now includes a variety of more
sustainable mobility solutions, such as:
• electric vehicles and plug-in hybrids;
• non-plug-in hybrids, e-motorbikes, hybrid
motorbikes, e-trikes; and
• use of public transport where feasible.
Transitioning the fleet
We continue to make progress in our strategy
to reduce mobility emissions and transition
our fleet to ultra-low emission vehicles (ULEV)
ULEVs are only plug-in electric vehicles less than 75 grams of CO
2
per km driven.
Hybrids are non-plug hybrid electric vehicles, classed as LEVs, less than 100 grams of CO
2
per km driven.
All ULEVs and hybrids are under 100 grams so all are classed as LEVs.
2020
162
923
1,664
2,296
2,736
17
ULEV
Hybrid
195
330
666
1,018
145
728
1,334
1,630
2021
2022
2023
2024
1,718
70
Rentokil Initial plc
Annual Report 2024
Environment sustainability statement
7. Supply chain
The Company’s supply strategy is focused
on sustainability, and on ensuring that our
suppliers share our values and commitments
to high ESG standards. We have integrated
sustainability requirements into our supplier
contracts for all new suppliers and on a rolling
basis with existing suppliers. All critical and
major local suppliers must provide written
acknowledgement that they have received
the code and understand its contents,
and that their business complies with the
standards required.
We are continuing to work with transport and
logistics suppliers to reduce the environmental
footprint of our supply chain.
In 2024, our central supply chain team began a
project to analyse the Product Carbon Footprint
(PCF) value of our major spend items.
To date, 52% of products with spend/quantity
above £200,000/200,000 pieces now have
a PCF value. In total, 366 PCFs have been
received from suppliers, as well as further
detailed documents on life cycle reports and
steps suppliers are taking to reduce their
environmental impact.
8. Properties
Our strategy to reduce emissions from
purchased electricity focuses on transitioning
to renewable energy and renewable tariffs
in our owned buildings, prioritising our top
20 countries.
In 2024, renewable energy contracts across
the Group contributed to a reduction of our
carbon footprint by 2,075 tonnes.
The total purchased energy across the UK and
Europe in 2024 was 22,935 MWh, of which
4,824 MWh was renewable, amounting to 21%.
Energy efficiency initiatives
We are also committed to improving energy
efficiency in our properties.
Key measures include:
• installing LED lighting in branches and
warehouses, and solar panels where
possible – particularly our operations in Asia,
Latin America, and Europe, and also our
Global head office;
• implementing motion-sensor systems for
lights, heating, and air conditioning to switch
off automatically after periods of inactivity;
• introducing new energy-efficient systems
across our facilities; and
• purchasing renewable energy subject to
availability – particularly, in our operations
in Europe and the Pacific, which have the
largest opportunities for use of renewable
energy, as the cost of renewable energy
in some markets is restrictive.
9. Water efficiency in France
Workwear plants
In 2024, our Workwear plants in France have
maintained their level of water efficiency with
usage of 10.1 litres/kg of workwear processed
in 2024 (2023: 9.9 litres).
These efforts reflect our ongoing commitment
to reducing the environmental impact of our
properties and driving more sustainable
operations across the Group.
10. Culture, communications,
and reporting
We recognise that achieving our ambitious net
zero target depends on the engagement and
active involvement of our colleagues. To better
understand their views on our environmental
commitments and progress, we include
questions about our environmental activities
in the Your Voice Counts (YVC) all-colleague
confidential survey.
In the 2023 YVC survey, 83% of colleagues
agreed that the Company is making the right
decisions to operate as an environmentally
friendly business (4% unfavourable). Similarly,
84% of respondents agreed that we deliver
our products and services responsibly and
sustainably (3% unfavourable).
These results reflect the strong alignment
between our environmental goals and the
values of our people.
To support our climate goals and compliance
with new regulations, we have established
workstream teams to manage the
requirements of the CSRD and other ESG
requirements. These teams play a critical role
in ensuring that we meet our reporting and
performance objectives:
Leaders coordinate functional and regional
teams:
Ensuring consistency in the data
collected and alignment across the
organisation.
Functional team members:
Develop
strategies to enhance data collection
processes and identify opportunities
to improve the quality of captured data.
Regional team members:
Gather data for
their specific in-scope countries, tracking
performance, trends, and initiatives that
contribute to achieving our targets.
This collaborative structure will enable us
to maintain high standards in data accuracy,
identify areas for improvement, and drive
progress towards our sustainability goals
across all regions.
83
%
of colleagues agreed that the
Company is making the right
decisions to operate as an
environmentally friendly business
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
71
Responsible Business
continued
Task Force on Climate-related Financial Disclosures Report
Introduction
The Task Force on Climate-related Financial
Disclosures (TCFD) recommendations set out
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 72 to 79
aims to provide key climate-related
information and cross-references to
where additional disclosures can be found.
The information on pages 78 to 79 outlines
progress against our environment plan.
In accordance with the UK’s Financial
Conduct Authority’s Listing Rule 6.6.6 (8)
we confirm that the business is consistent
with the TCFD recommendations and the
11 disclosures, and considered the updated
TCFD Annex guidance. We have responded
to these in this report on pages 72 to 79.
These disclosures are also made in
accordance with sections 414CA and 414CB
of the Companies Act 2006.
In 2024, 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 80 and our
separate Social and Environment reports can
be found on pages 65 and 68 respectively.
Our focus is to implement, embed, and track
progress at an operational level in each
country against our target to achieve net zero
by the end of 2040. Details of our 2024
activities can be found on pages 68 to 71.
During the year, we acquired 36 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 goal, but we believe it is the right
thing to do.
1. Climate-related governance
We govern climate-related risks and opportunities across both our Board and executive management levels. Our Board is responsible for reviewing
the risks, opportunities, and recommendations identified at management level, and responding by setting the strategy to create long-term value and
sustainability. Our management is responsible for the day-to-day implementation of strategy and the monitoring of progress against targets and the
identification of emerging risks and opportunities. The graphic below lays out the structure of our climate-related governance.
The Board
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 low emission vehicles and implementing new, more sustainable services.
Chief Executive and the Executive Leadership Team (ELT)
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 and innovation, supply chain, procurement, and, in particular, our country and regional
leadership teams.
Environmental Steering Team
The Environmental Steering Team is made up of the Executive Leadership Team and 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 that we comply with
the CSRD by 2026.
INFORMING
INFORMING
INFORMING
REPORTING
REPORTING
REPORTING
Working Parties and Management Committees
Sustainable Mobility Forum
Meets biannually, with colleagues
around the world engaged in
sharing 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; shares ideas and
knowledge both internally and
with suppliers.
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 reviews the internal
control environment and external
emerging risks, and considers
internal policies and procedures
for identifying, assessing, and
reporting risks, meeting quarterly.
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Board oversight
The Board is responsible for the oversight
of the long-term climate change strategy
for the Group, which includes oversight
of climate-related risks, opportunities and
impacts. In 2024, the Board held sustainability
sessions in May and October. These
discussions included the Company’s
longer-term sustainability approach, progress,
and priorities, as well as climate risks and
opportunities. Risks and opportunities
highlighted included new regulations, the
move to more sustainable fumigation, fleet
transition, and the development of more
sustainable services.
This year the Safety, Health and Environmental
(SHE) plan was considered at the Board:
• in May 2024, the Board received a
sustainability update, which provided
updates on the Group’s path to net zero
and sustainability regulatory reporting; and
• in October 2024, the Board received a
sustainability update, which provided
updates on sustainability regulatory
reporting, specifically CSRD, and the
Group’s environmental performance.
Following the Board’s discussion on ESG
reporting, and specifically the selection
of a software system to manage the data
and reporting most effectively, members
of the Board challenged the way ahead
and introduced the SHE team to other
companies on similar journeys. This resulted
in very productive discussions.
Engagement continued in 2024 with our
key stakeholders, particularly colleagues,
customers, suppliers, shareholders, and
analysts, about our environmental and
social plans, progress, and targets.
The Board is supported by the Audit
Committee which has responsibility for
considering climate change risks:
• in February 2024, the Audit Committee
approved the disclosures relating to climate
change within the 2023 financial statements.
This included a review of management’s
assessment of climate change’s physical,
societal, and legislative impacts on the
assets and trading of the Group; and
• in December 2024, the Committee received
an update on climate-related risks and
opportunities, and upcoming climate-related
reporting obligations.
Role of management
Our Chief Executive has overall accountability
for the organisation’s ESG agenda and is
supported by the Chief Procurement and
Sustainability Officer and wider management
team. 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).
One of the ongoing environmental topics is
vehicle emissions intensity. For our 25 largest
operations, this tracks the vehicle fuel
efficiency performance for each country
against the prior year, per 1,000 litres of fuel
used, per million of revenue in local currency.
Each of our regions, overseen by a regional
executive, has developed sustainability
initiatives in line with our overall Group net
zero target. They are reviewed quarterly with
the Chief Executive (e.g. safety, fumigation
etc.) and with deep dive sessions every six
months. Our major countries have an agreed
pathway to net zero from our operations by
2040 and our activities are aligned with our
business model, see pages 68 to 71.
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,
including environmental matters.
We also conduct a variety of Safety, Health
and Environment training, which includes
our Pink Note Training. This covers training
on the safe use and control of the quantity
of chemicals – helping us to reduce our use
of climate-impacting substances.
Executive reward is linked to our
environmental, social, and governance
priorities through the Performance Share Plan
(PSP) awards, which are measured against
seven performance conditions, including Sales
and Service colleague retention, customer
satisfaction, and vehicle fuel intensity (where
data is collected through the finance system
and reviewed by the SHE team).
The table below identifies key individuals and
groups at management level and their specific
responsibilities in relation to climate-related
governance.
Individual/Group
Responsibility
Chief Executive
Our Chief Executive is responsible for ensuring effective
leadership and day-to-day running of the Company. As part
of this, he is responsible for setting and executing strategies,
identifying and managing risks to achieving the strategy,
and promoting the Company’s responsible business agenda.
Chief Procurement and
Sustainability Officer
Our Chief Procurement and Sustainability Officer leads the
Global Procurement, Safety, Technical, Supply Chain, and
Logistics functions working closely with the regional and
functional teams to drive the environmental and sustainability
agenda across the Group.
Group Risk Committee
Comprising the Chief Financial Officer and six other functional
executives, it reviews the internal control environment and
emerging risks, and considers internal policies and procedures
for identifying, assessing, and reporting risks, meeting
quarterly. Details of its discussions are reported to the
Audit Committee.
Find out more: Risk Management, pages 83 to 89
Find out more: Audit Committee Report,
pages 114 to 121
Strategic Report
Other Information
Financial Statements
Corporate Governance
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Annual Report 2024
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Responsible Business
continued
Task Force on Climate-related Financial Disclosures Report
Potential climate-related risk
Overall risk likelihood and potential severity
Potential financial impact
Potential physical risks
(medium–long term)
Loss of physical inventory
from floods, wildfires,
or other climate disasters.
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 disasters.
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
(medium–long term)
Possibility of increased or
changing legislation related
to climate change, in the
fields of worker safety,
vehicle use, 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 an LEV
fleet of vehicles.
The fleet of vehicles we have today is typically internal combustion engine powered.
We have begun to transition to ultra-low emission vehicles (ULEVs) in several
countries and good initial progress has been made. See page 70.
During the year, in the UK and Europe, we reached 10% of our fleet as ULEVs,
ahead of our 2025 target. We aim to reach 100% ULEVs in line with our goal of
reaching our net zero target by 2040, subject to ULEV availability and charging
infrastructure becoming more widely available. 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.
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
(medium–long term)
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.
2. Climate-related risks
For details on our process for managing risk
across the business, including risk
identification, assessment, and management,
see our risk management process on page 83.
Definition of risk/opportunity
Short-term: 1–4 years
Medium-term: 5–7 years
Long-term: 8+ years
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3. Climate-related opportunities
Rentokil Initial continues to develop
sustainable solutions such as PestConnect for
rodent control and Lumnia for flying insect
control. Opportunities to differentiate our
services as sustainable will become
increasingly important to customers of all
sizes. For example, in 2024 several Israeli
municipalities have partnered with Rentokil
Initial to implement cutting-edge mosquito
control technology. This allows for reduced
insecticide use.
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.
• We are already seeing insects move into
regions where they have previously not had
a presence because of the changing
environment.
Climate change has been identified as a major
threat to global health security by the University
of Hawaii. The study concluded that the
effects of climate change are making more
than half of infectious diseases worse. On top
of increasing global urbanisation and mobility,
climate change provides more opportunities
for emerging diseases and new infections
to spread.
Following flooding in Europe in 2024, a
customer marketing campaign identified
opportunities with increasing rodent sightings
and need for disinfection services.
Increased potential for floods and
increasing temperatures
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 2024, we saw flooding across Spain, Brazil,
and Dubai.
In April 2024, Brazil suffered the worst
flooding since the 1940s. 62 colleagues in the
region were affected, with one colleague
losing his home, car, and possessions. BRL
7,000 was raised locally, and BRL 28,000 was
contributed by RI Cares. Several large
customers were impacted and around 5,000
rodent traps were lost. The financial impact
in Brazil’s business was around £85,000.
In Autumn 2024, Spain faced torrential rain
resulting in four colleagues losing their homes.
We set up a fund which raised over €10,000
from colleagues and €10,000 from RI Cares.
In Dubai, flooding was caused by the heaviest
rainfall to hit the UAE in 75 years. Flooding
caused damage to property and infrastructure
and created ideal conditions for pest
infestations and mould growth. Alongside
implementing our disaster recovery plan,
which included accommodation for affected
colleagues and proactive customer
communication, the crisis opened the
opportunity to build trust for our clients and
prove our reliability.
Last year, the Centers for Disease Control and
Prevention reported that malaria spread from
mosquitoes to humans inside the US for the
first time in 20 years.
In North America, 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.
Potential climate-related
opportunity
Overall opportunity likelihood and potential severity
Potential financial impact
Increasing urban
pest populations
(medium–long)
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
(short–medium)
The Company leads in innovation and digital in pest control, which also increases
efficiency and reduces cost. We focus our pipeline of innovations and digital projects
to add sustainability benefits.
Increased revenue and
lower operating costs.
Attract and retain
customers
(medium)
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
(short–medium)
Working with global partners to substitute relevant fumigation services with more
sustainable alternatives.
Increased revenue and
lower operating costs.
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.
The World Health Organization has reported
that warmer and wetter weather conditions
are contributing to the spread of dengue fever,
with cases around the world having doubled
between 2023 and 2024. Between January
and September 2024, there were over
12 million cases and nearly 9,000 deaths.
The majority of these cases were reported
in WHO’s region of the Americas but cases
are beginning to spread to the Eastern
Mediterranean and European regions with the
virus now being classed as endemic in more
than 125 countries. The virus is spread by the
tiger mosquito, which was originally native
to the tropical and subtropical climates of
Southeast Asia. However, as the global climate
has changed, these mosquitoes are able to
spread worldwide. With this expansion of
mosquito habitat, it is thought that more
than 4 billion people are currently at risk
of mosquito-borne infections, including
dengue fever, Zika, and chikungunya.
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.
This year, our new North American Innovation
Centre opened in Dallas, focused on residential
pest control, termites, vector control,
and sustainable fumigation. The centre
brings together a range of expertise from
entomologists, vector scientists, fumigation
chemists, and residential product owners.
Find out more: Risk Management, page 83
Strategic Report
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Financial Statements
Corporate Governance
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75
Strong business continuity
processes
Branch
Limited value of stock
Vast majority leasehold
Interoperable systems with
other branches
Responsible Business
continued
Task Force on Climate-related Financial Disclosures Report
4. Climate-related strategy
In 2020, we developed a business-wide
operational strategy for climate-related
environmental sustainability and 2024 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 22 and 23), 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. Our
environmental strategy is aligned with the
climate-related risks and opportunities that
we have identified and discussed below.
Details on our progress against it can be
found on pages 68 to 71.
Climate-related scenarios
Our strategy is underpinned by an analysis
of 3 emissions scenarios 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 while chronic hazards are those that
typically occur over a prolonged period.
The scenario analysis identified risks and how
those risks may manifest differently under
emissions scenarios: RCP2.6 (aggressive
mitigation, assumes that global annual
greenhouse gas (GHG) emissions peak
between 2010 and 2020), 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 3 potential trajectories of global
emissions set by the Intergovernmental Panel
on Climate Change.
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.
An internal climate change report was also
developed, analysing the potential financial
risks to the wider Company. 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.
In addition, we have undertaken double
materiality assessments of our main business
categories and continue to assess material
topics in preparation for the additional
sustainability reporting requirements that are
due in the coming years.
Operational resilience
The Company has a very disaggregated
customer base, both geographically and
across many sectors, with low average
contract values. 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.
We continue to demonstrate resilience with
mitigation measures already in place in those
areas we operate in 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.
In Europe, where record summer temperatures
have been 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. In 2024, extensive flooding in
Brazil, Austria, and Spain occurred. The
Company’s RI Cares fund was used to support
colleagues who had lost possessions.
In Spain, some customers were impacted and
we undertook a campaign to identify their
needs including disinfection services and
increased need for rodent protection.
Localised red alerts meant that some
colleagues were not able to work in line with
the Company’s safety expectations. Our
operations remained highly resilient.
Some of the jurisdictions we operate in also
require specific heat stress management plans
that consider working hours, availability of
water, cooling breaks, etc. Some operations
in North America offer cooling vests for
colleagues working in higher temperatures.
New product development
We take climate-related resilience into account
as part of our new product development.
This includes considering temperature and
humidity. We test in the majority of regions
to ensure that we cover as many extremes
as possible. We also have cold and hot
temperature cabinets at the UK Technology
Centre where we do our validation testing
in the lab, to rigorously stress test products
before we sign them off. For example, the
product Eradico is highly durable and able
to withstand temperature extremes of -25°C
up to 60°C.
Transition monitoring
Rentokil Initial continues to monitor any such
local legal changes to ensure that 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.
Find out more:
Progress on Environmental Strategy 2024,
page 78
Risk Management, page 83
Viability Statement, page 90
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5. Climate-related risk
management
Our climate-related risk management
approach is embedded as part of our overall
organisational risk management process. For
more details on this approach, see page 84.
Climate risks are included in our principal risks
under ‘Safety, health, environment (SHE) and
sustainability’ (see page 88). Our principal
SHE operational risk has an overall medium
risk and is stable.
Our operational and functional teams are
responsible for identifying and analysing
climate-related risks. For example, our supply
chain and procurement teams identify risks
related to supply resilience and materials
access, while our country and product
regulatory teams identify risks related to new
laws and regulations.
We are regularly reviewing our climate-related
risks to ensure that we have identified and
assessed the relevant risks and opportunities.
In 2024, we undertook an in-depth process
of identifying and assessing climate risk and
opportunities as part of our double materiality
process in preparation for reporting against
CSRD. This involved mapping impacts and
opportunities, impact drivers, underlying
capital dependencies, and time horizons.
A key component of this process was the
mapping and validation workshops, which
included the validation of impacts, risks,
and opportunities that had already been
identified and worked on, further identifying
any additional or new risks that are potentially
material for the business.
The workshops were conducted with relevant
internal stakeholders at Rentokil Initial,
representing different business lines and
relevant functions. We assessed the risk by
evaluating the severity and likelihood with
subject matter experts. We also assessed the
financial materiality using the assessment
scales for size of financial effect, and
likelihood, to assess materiality of risks and
opportunities arising from the various
sustainability topics including climate.
This assessment is ongoing and is allowing the
Company to gain a fresh and more detailed
perspective on our climate-related risks and
opportunities by business category, and will
be used to inform our future sustainability
reporting, such as CSRD.
Our climate risks and opportunities as can
be seen in the tables on pages 74 and 75.
Risks and opportunities are discussed at the
relevant Boards – Category Boards, and the
Executive Leadership Team and the Board.
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.
The chart below shows our overall system
for identifying, analysing, and managing
climate-related risks within our overall risk
management structure.
• Oversight via Audit Committee and
Board meetings
• Assessment of risk and approval of risk
process
• Assessment of principal risks – SHE
and business continuity
• Review for Group environment strategy
and performance annually
• Define/review Company policies
and procedures
• Monitoring via regional monthly
performance reviews
• Group mitigating actions/work of 8
environment specialist workstreams
• Consolidation and assessment of
country risks
• Regional mitigation actions
• Monthly performance review process
• Review and assessment of
climate-related risks
• Country-level mitigating actions
and monitoring
• Local mitigating actions and business
continuity plans in place as part of
day-to-day operations
• Local climate-related risk identification
as part of day-to-day operations
Chief Executive
Executive management
Environment Steering Committee
Regional management
Safety, Health and Environment (SHE)
management
Country management
Operational unit management
Board
Audit Committee
Group Risk Committee
Climate-related risks have not been deemed
a material risk at Group level. However,
as we operate in 89 countries, for some of our
countries climate change is deemed a risk.
Therefore, climate-related risks are managed
at a local level by regional and country
operations, Category Boards for Pest Control
and Hygiene & Wellbeing, and regulatory
teams overseen by our global centre of
excellence.
Find out more: Risk Management,
pages 83 to 89
Find out more: Risk Management,
page 83
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
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Responsible Business
continued
Task Force on Climate-related Financial Disclosures Report
6. Climate-related metrics
and targets
This year marks 20 years of Rentokil Initial
publishing our emissions data, demonstrating
continuous improvement to the quality and
range of our environmental reporting.
In addition, we report on a number of
operational metrics in relation to our net zero
transition plan, including the number of
ultra-low emission vehicles (ULEVs), emissions
reduction as a result of our renewable energy
usage (tonnes CO
2
e), and reduction in
fumigation use (tonnes CO
2
e).
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.
This year, we have updated our operational
targets for the roll-out of ULEVS. At this stage
the procurement of ULEVs in some of the
areas in which we operate is not possible to
procure at the scale, with the required van
sizes or with the necessary charging network.
We have therefore updated our target for
ULEV roll-out by 2030, with no change to our
ultimate 2040 net zero target. We also have
a new target to transition 90% of our UK and
European property energy to renewable
by 2030, while also continuing to transition
in those other countries as and when the
infrastructure allows.
Our absolute values of tonnes of CO
2
e are
reported in line with the GHG Protocol
Corporate Accounting and Reporting Standard
(revised edition). We use UK government
conversion factors for GHG reporting and
International Energy Agency (IEA) 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 2024, we had
improved by 17.3% towards this target.
These interim targets form part of our net zero
target and approach. More details are below.
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.
Fumigation services account for a small
percentage of our revenues. We are
committed to finding alternative, more
sustainable solutions, in line with our net
zero by 2040 target, and reduce emissions
from fumigation services by 70% by 2030.
Emissions equivalent from SF use decreased
by 5% in 2024 to 1,228,486 tonnes (2023:
1,293,043), and by 21% over two years.
The reduction this year was due to
fluctuations in customer demand, and
progress on our reduction strategies, in
particular our monitoring of the quantities
of SF throughout the fumigation process.
A significant proportion of our North
American fumigation services are conducted
by third-party subcontractors. Their SF
usage is tracked and has been included
in our data.
Net zero transition plan and targets
Our pathway to net zero from our operations by the end of 2040 is built around three core pillars and workstreams, with climate-related
milestone targets in 2025 and 2030. Key elements of the plan are outlined in our Environment sustainability statement on pages 68 to 71.
• Net zero by 2040 target
established
• New emissions intensity
target – 20% reduction by 
the end of 2025
• Emissions intensity
improvement reached 9.6%
• 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 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
• 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 in
UK and Europe using
renewable energy by 2030
Target:
Majority of vehicles
will be ULEV in UK and
Europe by 2030
Target:
70% reduction in
emissions from fumigation
(base year 2022)
• 17.3% reduction in our
emissions intensity index
• Emissions from fumigation
reduced by 5% and by 21%
over 2 years
• 36 bolt-on acquisitions with
£140m revenues
Target achieved:
10% of
European and UK fleet is
now ULEV
2020
2021
2022
2023
2024
2025
2030
2040
net
zero
78
Rentokil Initial plc
Annual Report 2024
Task Force on Climate-related Financial Disclosures Report
Index of CO
2
e emissions per £m revenue
In 2020, we set a target to improve this carbon intensity index by 20% by the end of 2025 (see charts below for intensity and absolute values).
Five-year intensity index
2024
2023
2022
2021
2020
-17.3%
-14.7%
-12.9%
-10.0%
-8.7%
Index of CO
2
e emissions is calculated as an index of kilogrammes per £m revenue on a CER basis, providing an accurate like-for-like performance comparison,
removing the variables of currency, divestments, and acquisitions.
Rentokil Initial (including in-year acquisitions)
Absolute values of energy and fuel-derived emissions – tonnes of CO
2
e – increased by 0.8% year on year.
Type of scope
2024
2023
2022
2021
2020
Total Scope 1
295,617
294,022
213,354
184,438
170,655
Total Scope 2
20,941
21,670
18,125
15,651
15,638
Total Scope 3 – Category 3
78,885
78,120
56,313
48,281
43,263
Total outside scope
17,172
15,459
7,776
7,298
5,787
Total – all scopes and outside scopes (location-based)
412,615
409,271
295,568
255,668
235,343
Total Scope 2 market-based emission reduction
(2,075)
(1,914)
(1,737)
(1,297)
Total – all scopes and outside scopes (market-based)
410,540
407,357
293,831
254,371
235,343
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. Excludes Fumigation-related emissions which are not part of our 2025 intensity target (outlined above). See page 78 for details.
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 IEA conversion factors. While we continue to evaluate and build our insight on Scope 3 emissions we do not currently believe this is material to the
Company’s overall emissions footprint.
Outside Scope – biogenic emissions derived from the use of petrol and diesel across our fleet.
Market-based emissions (deductions) – emissions deducted under the renewable electricity contracts we have implemented in the UK, Italy, Australia,
New Zealand, and India.
Increase in 2022-2023 reflects Terminix acquisition.
Rentokil Initial: UK and global energy consumption
Since 2018, we have also reported our energy consumption and the UK operations’ percentage. In 2024, global energy consumption was 1,392,794
MWh, with the UK and offshoring representing 77,547 MWh or 5.6% (2023: 5.2%).
Energy MWh
2024
2023
2022
Source of energy
Group
UK and
offshore
Group
UK and
offshore
Group
UK and
offshore
Direct GHG emissions
1,392,586
73,124
1,318,362
68,015
851,572
71,800
Indirect GHG emissions
63,208
4,423
66,301
4,482
54,445
4,903
Totals
1,455,794
77,547
1,384,663
72,497
906,017
76,703
Our total energy consumption is calculated using electricity purchased (MWh) and fuel volumes converted to MWh using the UK government greenhouse gas
(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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
79
Governance sustainability statement
Rentokil Initial has a global policy framework
which underpins how we operate. The
framework includes items such as Safety,
Environment, Human Rights, and Diversity,
together with the training and reporting
processes to provide assurance of the
integrity of our operations.
We continue to focus on ensuring that the
framework and tools are in place and
operating robustly, to deliver the target level
of professional services while operating
with the utmost professional integrity.
The Company has a single set of policies and
Code of Conduct.
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.
Suppliers
In 2024, we updated our Supplier Code of
Conduct (third edition), available in 19
languages, and continued to expand the remit
of the Environment and Social sections on
quality of products or services, zero tolerance
of tax evasion, and protecting personal data.
When making major sourcing decisions,
sustainability elements must be considered;
for instance, calculating air, sea, or road freight
transport impact to destination.
All of our major suppliers are required to have
clauses in their contracts requiring compliance
with the Supplier Code and specifically on
bribery, corruption, and modern slavery.
We have aimed to make our Supplier Code
accessible by making it available in multiple
languages on our website. We encourage our
supplier employees or other stakeholders to
report concerns over malpractice, illegal acts,
or failures to follow 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 evaluating
alternatives for the global supply of products.
At Rentokil Initial we are committed to
continuous improvement of our ESG
standards, and expect our suppliers to do the
same. All suppliers of goods and services to
Rentokil Initial companies have a role to play
in protecting the environment, improving the
societies in which we operate, and maintaining
the highest ethical standards. We review all
major suppliers of goods and services in terms
of their ESG performance and accreditations
and set a minimum standard that must be
achieved to continue to do business together.
Gold, silver, and bronze standards have been
developed to evaluate the ESG performance
of our suppliers, recognising existing
accreditations to avoid repetition without
discriminating against smaller or less
developed companies:
Gold standard
– achieved if the supplier
has an independently audited process or
standard in relevant areas.
Silver standard
– achieved if the supplier has
an internationally-recognised accreditation,
but does not include an independent audit.
Bronze standard
– achieved where a
supplier does not have any recognised
accreditations. We will assess them using
detailed questionnaires and a site audit
where appropriate. If they meet the minimum
acceptable standard, the supplier will be
awarded Bronze status.
Achieving the highest ESG standard of
business conduct within our own organisation
and our wider supplier network is integral to
our long-term success, creating a world-class
business for the benefit of all our customers,
suppliers, and shareholders.
During the year, we continued our work on
raising awareness of sustainability across our
extended supply chain at our Asian Supplier
Sustainability Conference that was attended
by nearly 100 suppliers. This virtual conference
provided education sessions on several
topics, such as calculating product carbon
footprints, reducing the impact of logistics
operations on emissions, driving sustainability
through consumables sourcing, reducing
virgin plastics usage in hardware, and supplier
selections through social compliance.
Corporate Sustainability Reporting Directive
In 2024. we have continued our work in
preparation for the European Union’s
Corporate Sustainability Reporting Directive
(CSRD). During the year, we have further
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 (to be reported in 2026).
At this stage, we anticipate that our first CSRD
report will include disclosures for the following
legal entities:
• Rentokil Initial Holdings (France) SA;
• Rentokil Initial Italia SpA;
• Rentokil Initial BV;
• Rentokil Initial Espana SA;
• Rentokil Holdings GmbH;
• Rentokil Initial Norge AS; and
• SVM Finance Luxembourg 1 S.a.r.l.
These include the following 12 countries
(seven EU and five non-EU countries): France,
Saudi Arabia, Netherlands, Lebanon, Spain,
Trinidad and Tobago, Costa Rica, New
Zealand, Italy, Germany, Norway and Sweden.
Reporting will be combined under a single
synthetic report.
Rentokil Initial recognises that double
materiality is key to underpinning our
responsible business approach. This 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; and
• 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.
In 2024, we worked with a specialist
consultancy to complete the in-depth process
of understanding, with double materiality
assessments conducted for Pest Control,
Hygiene, Ambius, and French Workwear.
Extensive work is under way in each of the
12 countries, outlined above, to gap assess
CSRD data requirements. We will begin to
measure material aspects by country in 2025
and will report in accordance with the
corresponding material topics in 2026.
In addition, the Group has established
workstreams aligned with CSRD requirements
to enable data capture and to support
reporting.
Responsible Business
continued
19
We updated our Supplier Code of
Conduct, now available in 19
languages
80
Rentokil Initial plc
Annual Report 2024
Section 172(1) Statement
Section 172(1) of the Companies Act 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 section sets out how our Board of
Directors (the Board), both individually and
collectively, have paid due regard to these
factors during 2024 when undertaking the
duties set out under section 172(1), and where
key disclosures in respect of each of the
section 172(1) matters can be found.
The sections of the Corporate Governance
Report on pages 91 to 113 expand upon the
Board’s activities and principal decisions in
2024 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.
You can read more about how the Board and
the Company engage with and respond to the
interests and needs of our key stakeholders in
the Corporate Governance Report on pages
110 to 113.
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. The Board and Committee paper
templates encourage paper authors to
consider and highlight the impact on the
Group’s stakeholders of the matters covered,
and management ensures that sufficient
information is provided 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.
Our responsible business
Our reputation is of utmost importance to our
business’s success, as we rely on customers’
satisfaction and the continued investment of
shareholders. The Group’s 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. The Board monitors 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.
Section 172(1)
Relevant disclosure
The likely consequences of any
decision in the long term
• Our Strategic Priorities: pages 12 to 19
• Our Business Model: pages 22 and 23
• Market Trends and Opportunities: pages 28 to 31
• Dividend policy: page 56
• Responsible Business: pages 63 to 80
• Viability Statement: page 90
• Board activities: pages 104 to 106
The interests of the Company’s
employees
• Our Strategic Enablers: pages 50 and 51
• Responsible Business: pages 63 to 80
• Non-Financial and Sustainability Information Statement:
page 82
• Board activities: pages 104 to 106
• Our Stakeholders: pages 110 to 113
• Remuneration Committee Report: pages 127 to 153
The need to foster business
relationships with suppliers,
customers, and others
• Our Strategic Enablers: pages 50 and 51
• Responsible Business: pages 63 to 80
• Non-Financial and Sustainability Information Statement:
page 82
• Our Stakeholders: pages 110 to 113
The impact of the Company’s
operations on the community
and the environment
• Responsible Business: page 67
• Non-Financial and Sustainability Information Statement:
page 82
• Our Stakeholders: page 81
The desirability of the Company
maintaining a reputation for high
standards of business conduct
• Corporate Governance Report: pages 92 to 153
• Non-Financial and Sustainability Information Statement:
page 82
The need to act fairly as between
members of the Company
• Our Strategic Priorities: pages 12 to 19
• Board activities: pages 104 to 106
• Our Stakeholders: pages 110 to 113
We report here on how our Directors have performed their duty under
section 172(1) of the Companies Act 2006 (the Companies Act).
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
81
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 2024 which are compliant with section 414CB (2A): (a) pages 72 and 73 –
Climate-related governance
; (b), (c) pages 74, 75 and 77 –
Climate-related risk management
; (d), (e), (f) page 76–
Climate-related strategy
; and (g), (h) pages 78 and 79–
Climate-related metrics and targets
.
You can find further details throughout the Responsible Business section on pages 63 to 80. You will find details of our business model on pages 
22 and 23, our Key Performance Indicators on pages 24 to 27, and our principal risks on pages 85 to 89.
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 our target of 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 8 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.
17.3% reduction in
our five-year
emissions index.
We seek to help
mitigate our carbon
emissions through
our partnership with
Cool Earth.
Environmental matters,
pages 67 to 79
TCFD, pages 72 to 79
Risk Management, pages
83 to 89
Audit Committee Report,
pages 114 to 121
Governance, pages 92
to 153
Principal risk:
Safety, health,
environment (SHE) and
sustainability
Colleagues 
We aim to be an Employer of Choice and our c.68,500 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 at 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
.
0.29 Lost Time
Accident rate in 2024.
6.25 Working Days
Lost rate in 2024.
28% of our senior
management are
female.
Colleagues, pages 65
and 66
Principal risks:
Safety, health,
environment (SHE) and
sustainability; 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.
£574k donated to
charities in 2024
(excludes donations
in kind and product).
Our engagement
with communities,
page 67
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 2024.
We publish a Modern
Slavery Statement
each year, which
is available on our
website.
Our Code of Conduct and
Supplier Code, page 80
Principal risk:
Breaches
of laws or regulations
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 policies 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.10,800 Core
Corporate
Compliance
training courses
were completed by
colleagues in 2024.
Policies and practices,
page 109
Principal risk:
Breaches
of laws or regulations
Colleagues
Shareholders
Customers
Communities
Suppliers
The icons used above correspond to our stakeholder groups as set out on page 110.
82
Rentokil Initial plc
Annual Report 2024
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 120,
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, attended by senior
cross-functional colleagues; and
• deep dives on specific or emerging risks
at senior management meetings.
The risk management process was
strengthened during 2024 with a quarterly IT
Risk Committee dovetailing with the Group
Risk Committee, reviewing and refreshing the
fraud risk assessment, 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 that 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 2024 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 2024
We continue to monitor existing and emerging
risks regularly at both the Audit Committee
(see pages 120 and 121) and the Group Risk
Committee (see page 102), and to take
mitigating action as appropriate.
Areas where the risk profile of the business
has improved in 2024 include:
• continued roll-out of our target financial
and operational systems across the globe,
including the next phase of the dedicated
Treasury project, automating significant
amounts of calculations and reporting to
enable Sarbanes-Oxley (SOX) compliance;
• standardisation and continued investment
into technical infrastructure to mitigate the
risk of a successful cyber attack;
• continued strong cash flow giving financial
headroom to continue to strategically acquire
businesses;
• completed a wider Fraud Risk Assessment
to increase visibility and prepare the
business for upcoming legislation;
• deep dive management awareness sessions
on management of risks, including SOX and
IT general controls remediation plans,
customer retention, cyber security, litigation
and termite claims, CSRD ESG reporting,
colleague retention, and organic growth; and
• focus on the remediation plan for the material
weakness under IT general controls in year
one of SOX.
Areas where our risk profile has increased
or remains high in 2024 include:
• continued fluctuating inflationary pressures
remain high, with limited exposure to
hyperinflation markets, and challenging
international geopolitical activity, including
impacting energy costs;
• trading performance in North America, with a
robust set of actions in place for colleagues,
responsibilities, and process, improvements;
• increased legal compliance, including the
changes to the UK Corporate Governance
Code and reporting under CSRD and ESG
requirements; and
• increased volume of cyber attacks.
Focus areas for risk mitigation
in 2025
We continue to look for ways to improve both
our risk process and mitigating actions to
address the identified risks. In 2025, we plan
to focus on the following areas:
• develop the risk framework and
methodology in preparation for the provision
29 changes to the UK Corporate Governance
Code;
• continue to prepare for our reporting
requirements under CSRD and ESG risks;
and
• continue to develop the Fraud Risk
Assessment process, using this as a regular
tool to identify, combat, and learn from risks
to the Group, as part of our reasonable
procedures under the Economic Crime and
Corporate Transparency Act 2023.
Identified risks
The principal risks most relevant to the Group
are described in the table on pages 85 to 89,
together with mitigating actions.
Information on climate-related risks is
provided on page 74.
Full details of our financial risks can be found
in Note C1 on pages 196 and 197. 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 2024
83
Risks and Uncertainties
continued
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 annually
• 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
• Failure to grow our business profitably in
a changing macroeconomic environment
• Failure to mitigate against financial
market risks
• 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, environment (SHE)
and sustainability
• Failure to deliver consistently high levels
of service to the satisfaction of our
customers
Our risk management process
Principal risks by category
Find out more on page 85
Find out more on page 86
Find out more on pages 87 to 89
Find out more
The icons used in this section correspond to our strategic priorities as set out on page 12.
The
W
icon used in this section relates to our key performance indicators on pages 24 to 26.
84
Rentokil Initial plc
Annual Report 2024
The Company has a strategy that includes
growth by acquisition, and 36 new businesses
were acquired in 2024. 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 2024 versus 2023
• Additional resources in both North America
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 if skills are outside
our business expertise
Performance measures to monitor risk
• Integration plans (day 1, 30 days, 100 days,
1 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 key performance indicators (KPIs)
for innovation at a customer and colleague
level to monitor progress.
• Further development of our range of
sustainable, non-toxic, and humane
pest control solutions.
Changes in 2024 versus 2023
• The Company acquired technologically
focused companies in 2024
• The use of digital technologies at customer
sites was increased
• The Command Centre platform now utilises
data analytics to deliver enhanced business
insights
• Additional research into non-toxic pest
control solutions was conducted
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
1
2
3
4
1
3
4
5
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
85
Risks and Uncertainties
continued
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
dual challenges of recruitment and retention.
• 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.
• Legislation (including CSRD ESG), 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.
• 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.
• Refreshed customer contracting minimum
standards to drive consistent contracting
across the Group.
Changes in 2024 versus 2023
• 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
or to refinance upcoming debt maturities.
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 2024 versus 2023
• No material changes
Performance measures to monitor risk
• Liquidity headroom at the year end
of £1,196m
• 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
Overall risk:
High
Trend: Stable
Remains high but stable, with no significant
changes.
Overall risk:
Medium
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
1
3
4
5
1
3
4
5
86
Rentokil Initial plc
Annual Report 2024
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 Sarbanes-Oxley Act and other US
legislation 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. Additionally, 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.
Mitigating actions
• Group legal oversight for acquisitions.
• Annual Board review and approval of tax
strategy.
• Pre-agreement with the Group Tax Director
and Chief Financial Officer for all significant
tax planning opportunities, with independent
tax advice obtained where necessary.
• Regular review of tax exposures.
• Group authority schedule in place and
subject to regular review.
• Group and local policies in place and subject
to regular review.
• Mandatory reporting of breaches in controls
and/or laws to the Group General Counsel
and the Director of Internal Audit & Risk.
• Follow-up by Group General Counsel on any
significant regulatory breach in any country.
• Mandatory training on Code of Conduct and
other core compliance topics to ensure a
highly principled culture of ethical behaviour;
completion rates reported to senior
management monthly.
• All major business transactions or internal
reorganizations are subject to rigorous
internal and external review.
Changes in 2024 versus 2023
• Continued development of reporting and
monitoring of audit issues
• Regional legal leads in place
• 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 in place
• Compliance monitoring dashboards on core
mandatory training
• Updated IR35 process and record keeping
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 that the 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. Failure to
adequately serve our customers may result in
attrition and reputational damage, negatively
impacting our growth, profitability, and cash
flow. Several factors could potentially disrupt
our customer service, including:
• A fire, flood, or severe weather event
impacting our facilities or supply chain,
resulting in insufficient resources for our
technicians.
• Industrial action by our colleagues.
• Disruptions to our operations due to the
insolvency or operational issues of our
third-party suppliers.
Mitigating actions
• All countries and units maintain and regularly
review business continuity plans, with local
plans to service from alternative locations if
required.
• 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.
• 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 2024 versus 2023
• 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
• Thematic audit of business continuity planning
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:
Medium
Trend: Stable
Stable, albeit compliance with Securities and
Exchange Commission (SEC) reporting and
the Sarbanes-Oxley Act remains a
requirement.
Overall risk:
Medium
Trend: Increasing
While volumes of cyber attacks increase
upwards, global events such as international
conflicts see this risk increasing.
Principal risk:
Operational
Breaches of laws or regulations
(including tax, competition, and
antitrust laws)
Principal risk:
Operational
Failure to ensure business
continuity in case of a material
incident
Strategic priorities
1
2
3
4
5
Strategic priorities
1
2
3
4
5
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
87
Risks and Uncertainties
continued
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
• Robust programme to ensure that all
businesses are compliant with data privacy
requirements.
• Dedicated data privacy team, supporting
local privacy officers and privacy champion
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 fraud
specialists 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.
Changes in 2024 versus 2023
• Fraud risk assessments renewed and in
greater depth
• Reviewed fraud processes and risks in line
with new legislation (applicable 2025)
• Increased fraud response capability through
training and creation of fraud response team
• IT general controls project continues to
ensure the integrity of the data and
processes, including colleague education
• Fraud training written and being rolled out
in 2025
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 2023 extends fraud
scope globally; failure to prevent fraud
offence effective from September 2025
The Company is responsible for minimising its
environmental impact and ensuring the health
and safety of its employees, customers, and
other stakeholders in the workplace.
Impact should the risk materialise
• The Company operates in hazardous
environments and situations, for example:
– using 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
• SHE is considered as the first item at all
Board and senior management meetings;
review of standardised SHE KPIs.
• 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.
• Formal review of accidents and circulation of
lessons learned (e.g. Safety Moments videos,
SHE alerts, etc.).
• Vehicle telematics now deployed in 28
countries to reduce accidents and/or vehicle
emissions.
• Electric and low emission vehicles deployed
in countries to reduce emissions and drive
towards our net zero target.
• Strategy to further develop environmentally
friendly approaches, e.g. integrated pest
management (IPM) solutions that use no to
lower pest control chemical use, recycling of
hygiene units, roll-out use of electric
vehicles, alternative fumigants, including
non-toxic.
Changes in 2024 versus 2023
• Roll-out of digital site risk assessment
application continues and is either live or
in pilot in more than 70% of our markets
• 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
• Completed 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)
• 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: Increasing
Changing legislation results in an increasing
risk 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, environment
(SHE) and sustainability
Strategic priorities
Strategic priorities
1
3
4
1
3
4
88
Rentokil Initial plc
Annual Report 2024
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 of Rentokil Initial by both
customers and non-customers,
benchmarked against competitors.
• A dedicated Operational Excellence team
to drive superior customer service and safe
working practices and to establish key
metrics, combined with a strong focus on
safety by supervisors and frontline staff.
• Incentives for Sales and Service staff are
closely aligned with strategic priorities and
based on delivering improved customer
service levels.
• Oversight of key industrial relations matters
by the Group HR Director and regular review
by the Chief Executive for countries where
industrial relations risk is elevated.
• HR-led recruitment initiatives, including
recruiting ahead of time, benchmarked pay
plans, and global careers and recruitment
websites.
• Regular review of major IT programmes
by the Chief Information Officer.
• An IT Investment Committee to ensure the
sufficient allocation of resources, with a
quarterly IT risk meeting to ensure oversight
of IT transformation plans.
• System migration in regions, aligning
processes with a standard.
Changes in 2024 versus 2023
• The U+ training platform is the primary
training tool 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
• Number of online training courses being
developed
• U+ learning views
• State of Service
W
• Customer satisfaction (Customer Voice
Counts)
W
• Customer retention
W
Overall risk:
Medium
Trend: Stable
No significant changes, resulting in a stable
trend.
Principal risk:
Operational
Failure to deliver consistently
high levels of service to the
satisfaction of our customers
Strategic priorities
Failure to integrate acquisitions and execute disposals from continuing business
Our Strategic Priorities, page 12
Failure to develop products and services that are tailored and relevant to local
markets and market conditions
Innovation in Pest Control, pages 38 to 39
Our Strategic Priorities, page 12
Innovation and digital services for customers, pages 38,
39 and 69
Failure to grow our business profitably in a changing macroeconomic environment
Our Business Model, pages 22 and 23
Colleague and Shareholder KPIs, pages 24 and 26
M&A execution, pages 18 and 19, 48 and 49
Our journey to net zero, pages 68 to 71
Failure to mitigate against financial market risks
Note C1 Financial risk management, pages 196 and 197
Breaches of laws or regulations (including tax, competition, and antitrust laws)
Policies and practices, page 109
Failure to ensure business continuity in case of a material incident
Cyber security, page 109
Fraud, financial crime, and loss or unintended release of personal data
Policies and practices, page 109
Responsible Business, pages 65 and 66
Safety, health, environment (SHE) and sustainability
Key Performance Indicators, pages 24 to 26
Keeping our colleagues safe, page 65
Environment, pages 68 to 71
Failure to deliver consistently high levels of service to the satisfaction of our
customers
Innovation and digital services for customers, pages 38,
39 and 69
Colleague and Customer KPIs, pages 24 and 25
Where to find further information
1
3
4
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
89
Viability Statement
In accordance with provision 31 of the UK
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 85 to 89.
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 2027.
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 2027. 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 periods used 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 4 to 90). 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 2025. This scenario is
significantly worse than the customer
suspensions experienced during the first half
of 2020, before the acquisition of Terminix
(which increased the size of the Group by
c.60%), which peaked at slightly below 30%
for one month only.
Risks: failure to grow our business profitably
in a changing macroeconomic environment;
failure to deliver consistently high levels of
service to the satisfaction of our customers;
failure to develop products and services that
are tailored and relevant to local markets and
market conditions; failure to ensure business
continuity in case of a material incident; and
failure to integrate acquisitions and execute
disposals from continuing business.
• A 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 one-off loss.
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 environment (SHE)
and sustainability.
We have also considered two joint scenarios
of the above: 1) the six-month scenario and a
significant one-off charge; and 2) the three-year
scenario and a significant one-off charge.
Reverse stress tests were considered involving
a 37% downturn in Global Revenues for three
years assuming mitigating activities, or 27%
without mitigating activities for existing
headroom to be fully used.
The impact of the scenarios has been modelled
to test projected liquidity headroom over the
three-year viability period. In each of the
individual and joint scenarios, the Group
continues to retain sufficient liquidity headroom
with the mitigating actions it can deploy.
In the three-year period of the viability
statement, the Group has three debt maturities.
In October 2025, the $700m term loan matures,
followed by the €500m bond in May 2026, and
the €850m bond in June 2027. It is assumed
that all maturities will be refinanced on or
before they mature. As at 31 December 2024,
the Group had total undrawn committed
facilities of $1.05bn (£839m) and unrestricted
cash, net of overdrafts of £286m, giving the
Group combined headroom of £1,196m.
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 2024, the Group maintained
its long-term (BBB with a Stable outlook)
and short-term (A-2) credit ratings.
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 2027.
90
Rentokil Initial plc
Annual Report 2024
92
 Chair’s Introduction to Governance
94
 Board of Directors
96
 Executive Leadership Team
98
 Our Governance
 110
 Our Stakeholders
 114
 Audit Committee Report
 122
 Nomination Committee Report
 127
 Directors’ Remuneration Report
 154
 Independent Auditors’ Report
Corporate Governance
Corporate Governance
Rentokil Initial plc
Annual Report 2024
91
Strategic Report
Other Information
Financial Statements
Chair’s Introduction to Governance
The Board ensured continued oversight
of the North America Leadership Team
and the Terminix integration during
a challenging year.
Richard Solomons
Chair
Dear Shareholder
2024 was a challenging year for the Group, with
the impact of the Terminix integration on North
America performance being a key focus area
for the Board. Receiving and assessing key
performance indicators for the region was
central to our oversight. The committees had
a renewed focus on North America within
their remits, and the Board as a whole had
four deep dives with the newly built-out North
American Leadership Team, and an additional
presentation in our January 2025 meeting
on marketing and branch strategy.
The International business had organic
revenue growth of 4.7%, demonstrating our
diversified, global footprint and resilient
business model. Our North America business
had organic revenue growth of 1.5%, lower
than the rest of the Group. Following our
trading update statement in September, profits
and margins were in line with the renewed
guidance for the year.
The Board worked closely with management
over the year to strengthen the North America
Leadership Team, including the onboarding
of new Chief Marketing, Chief Operating,
and Chief Financial Officers for the region.
Following the announcement of the departure
of Brad Paulsen as CEO, North America, the
Board has confidence in Alain Moffroid taking
on the role as Interim CEO, North America.
Alain is a highly experienced leader in
the Company with extensive pest control
experience, and has worked closely with the
North America business on the customer
experience and retention, digital, and
innovation programmes. We are working
closely to support the Executive Leadership
team. The strong management team locally
and at Group continue to be dedicated to our
business as we enter the last eight quarters
of the Terminix integration.
Given the Group’s operational and financial
performance in the year, I am pleased that
the Board is recommending a final dividend
of 5.93p per share for 2024, bringing the
dividend for the year to 9.09p per share,
in line with our progressive dividend policy.
This Governance Report includes an overview
of the key matters considered by the Board
during 2024, with detail on the Board’s
composition, activities over the year, and
corporate governance.
Strategy
The Board regularly discusses the Group’s
performance against our strategy, including
post-integration reviews of M&A. Throughout
the year, the Board receives updates from
regional leaders, and the Annual Board
Strategy sessions in 2024 provided a key
opportunity to reflect on and review our
strategic priorities. We have continued to
prioritise high-quality bolt-on M&A, acquiring
36 new businesses in 2024, focused on
Growth and Emerging markets. Further details
of our strategic priorities, and the progress
that the Group has made on them in the year,
can be found on pages 12 to 19.
92
Rentokil Initial plc
Annual Report 2024
Safety, health, and environment
Our mission – Protecting People, Enhancing
Lives, and Preserving our Planet – is at the
centre of everything we do. The Board
considers safety, health, and environment
(SHE) performance at every meeting, and
has a deep interest in prioritising SHE for
our colleagues. We are pleased to report
sustained high levels of colleague safety
performance. The Board received updates
on the Company’s sustainability strategy and
progress against our sustainability initiatives
and reporting over the year. More information
can be found in the Responsible Business
section on pages 63 to 80, and in our
standalone Responsible Business Report,
which can be found at
rentokil-initial.com/
responsible-delivery
.
Board composition and
effectiveness
On 31 December 2024, Stuart Ingall-Tombs
stepped down from the Board, having served
as Chief Financial Officer for four years, and
with a 17-year service to Rentokil in various
financial and business roles. The Board
is hugely grateful to Stuart for his many
contributions to Rentokil Initial over that
time and wishes him well for his retirement.
On 1 January 2025, we were delighted to
welcome Paul Edgecliffe-Johnson as Chief
Financial Officer. Paul brings extensive
international listed experience in finance
and operations. His full biography can be
found on page 94.
We welcomed Brian Baldwin to the Board on
1 October 2024, following discussions with
Trian Partners over August and September.
The Board carefully considered the
experience Brian brought to the Board in
the context of the Skills Matrix exercise the
Nomination Committee undertook during
the year (for further details, see page 100).
The Board, Nomination Committee, and
individual directors met with Brian prior to
his appointment. Brian brings considerable
experience in investment analysis, operations,
and US business to the Board. Details of
Brian’s induction can be found on page 99.
Details on Board composition can be found on
page 99, and Board biographies can be found
on pages 94 and 95.
Following our external Board Effectiveness
Review in 2023, we undertook an internal
review in 2024, including individual director
and committee reviews. The data concluded
that the Board and Board Committees
continue to operate effectively, and individual
Directors continue to contribute meaningfully
to the Board. Information on this year’s Board
evaluation, including the themes and actions
we’ll be taking over 2025, and the progress
made against actions from the 2023 external
review, can be found on page 108.
People
The Board is grateful to the fantastic teams
of colleagues around the world – from the
technicians to our management teams.
In December 2024, we were delighted to
be named as one of Britain’s Most Admired
Companies, recognising the world-class
opportunities we offer and the calibre of
our dedicated colleagues, in addition to
our capacity to innovate and the quality
of products and services that our
colleagues offer.
In June, the Board travelled to Dallas to open
the Innovation Centre and meet colleagues in
our new labs, branches, and warehouses.
Later in the year, as part of his induction, Brian
joined one of our technicians on a ‘ride-along’
in Dallas, experiencing first hand the service
we provide to customers and providing him
with the opportunity to ask questions and
learn more about our business. My Board
colleagues and I look forward to meeting more
of our customers and colleagues over 2025.
The Board received updates on local events
through the regular Chief Executive Reports at
each meeting, including ‘Rentokil’s Got Talent’,
which received hundreds of entries globally
from colleagues demonstrating their talents,
and thousands of votes for the winning
entries, who received a donation to a charity
of their choice.
The Board was aided in monitoring the culture
of the Company through updates from
Vanessa Evans, our Group HR Director,
describing progress against the themes
and actions identified in the 2023 Your Voice
Counts colleague survey. The Board is
presented with an annual deep dive on
culture, and receives an update at each
meeting on retention and key colleague
themes. The Board also received a deep dive
on workforce engagement during the year.
In 2025, we look forward to celebrating our
colleagues and their work being at the heart
of what we do, as Rentokil turns 100.
Succession
The Board and Nomination Committee
continued to discuss the succession plans
for senior management, including the North
America Leadership Team and the Executive
Leadership Team. In December 2024, we
welcomed Aaron Coley as new CFO, North
America and, alongside our new Group Chief
Financial Officer, we welcomed Sarah
Sergeant as Group Financial Controller.
For further details on senior management
succession planning and talent development,
please see page 124.
Looking ahead
The Board remains focused on supporting the
substantial value creation opportunities across
the Group, while also focusing on the issues
we need to resolve in North America to
improve organic growth.
We continue to work towards the substantial
structural growth opportunities for our pest
control business in North America, enhanced
by the benefits of the Terminix integration.
The Board is confident in management and
the strategy of the business.
I’d like to take this opportunity to express
my gratitude to our shareholders for their
continuing support over a difficult year.
We will be holding our hybrid AGM on 7 May
2025, which my Board colleagues and I look
forward to welcoming you to.
Richard Solomons
Chair
Corporate Governance
Rentokil Initial plc
Annual Report 2024
93
Strategic Report
Other Information
Financial Statements
Board of Directors
David Frear
Non-Executive Director
Appointed:
October 2022
Skills, experience, and contribution
David brings 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. prior to its acquisition
by Rentokil Initial in October 2022. David
previously served as Chief Financial Officer
of Sirius XM, Savvis Communications
Corporation, Orion Network Systems Inc.,
and Millicom Incorporated.
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.
Sally Johnson
Non-Executive Director
Appointed:
April 2023
Skills, experience, and contribution
Sally brings substantial commercial and
strategic finance experience from her
extensive executive career to the Board.
Sally is the Chief Financial Officer of 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
Richard Solomons
Chair
Appointed:
March 2019, and became Chair
in May 2019
Skills, experience, and contribution
Richard has a strong track record of commercial
and strategic development. As former Chief
Executive Officer of InterContinental Hotels
Group plc, he has experience of leading a
successful multinational, delivering growth,
and enhancing the effective use of digital tools.
Richard trained as a Chartered Accountant with
KPMG, and was previously a Non-Executive
Director of Marks and Spencer Group plc and
the Senior Independent Director of Aston Martin
Lagonda Global Holdings plc.
Current external commitments
• Chair, HBX Group International plc
• Non-Executive Director and Chair of the
Audit Committee, Mandarin Oriental
International Limited
Andy Ransom
Chief Executive
Appointed:
May 2008, and became
Chief Executive in October 2013
Skills, experience, and contribution
Andy joined the Board in 2008 as Executive
Director, Corporate Development, 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 of experience
creating value through M&A around the
world, and has a strong record of engaging
with a diverse range of stakeholders. He is
a qualified solicitor and a patron of Malaria
No More UK.
Current external commitments
• Non-Executive Director, Informa plc
Paul Edgecliffe-Johnson
Chief Financial Officer
Appointed:
January 2025
Skills, experience, and contribution
Paul has extensive financial and operational
experience in listed international businesses.
Prior to joining Rentokil Initial, he served as
Chief Financial Officer of Flutter Entertainment
plc, which now has its primary listing on the
New York Stock Exchange. Before that, he was
Chief Financial Officer and Group Head of
Strategy at InterContinental Hotels Group plc,
and was also an Associate Director in
Corporate Finance at HSBC Holdings plc.
Paul is a qualified chartered accountant and
is a member of the Association of Corporate
Treasurers.
Current external commitments
• None
Brian Baldwin
Non-Executive Director
Appointed:
October 2024
Skills, experience, and contribution
Brian brings extensive experience in
investment analysis and operations. As a
Partner and Head of Research at Trian Fund
Management L.P., he has played leadership
roles in many of Trian’s investments, including
Ferguson, Allstate, Pentair plc/nVent, Invesco,
Janus Henderson, Legg Mason, Bank of New
York Mellon, Lazard, Ingersoll Rand, Wendy’s,
Mondelēz, PepsiCo, and Cadbury.
Current external commitments
• Partner and Head of Research at Trian Fund
Management L.P.
• Non-Executive Director, Janus Henderson
Group plc
94
Rentokil Initial plc
Annual Report 2024
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 a
number of industries, including emerging
markets in Latin America and Asia. Sarosh is
the President of Sodexo North America, and
brings executive experience in complex,
global and multi-site businesses to the Board.
Prior to his current role, he served as the CEO
for Sodexo’s Home Care Worldwide business,
and has worked in senior roles in consumer
organisations including Compass Group,
Starbucks, Aramark, and PepsiCo.
Current external commitments
• President, Sodexo North America
• Board Director, Didi Hirsch Mental Health
Services
Key
Audit Committee member
Nomination Committee member
Remuneration Committee member
Committee Chair
Cathy Turner
Non-Executive Director
Appointed:
April 2020
Skills, experience, and contribution
Cathy is an experienced Non-Executive
Director with significant business leadership
experience and a deep knowledge of HR and
remuneration matters. Her executive career in
financial services has included responsibility
for strategy, investor relations, HR, corporate
affairs, legal, internal audit, branding, and
marketing. She brings experience of leading
international customer-focused businesses
operating in complex, highly regulated
industries and navigating challenging
environments. She was previously a
Non-Executive Director of Quilter plc,
Aldermore Bank plc, and MotoNovo Finance
Limited, and a Trustee of Gurkha Welfare Trust.
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
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, deep experience of running
a major US business, a strong economic
background, and engineering leadership
experience. John is the Chief Executive of
FTSE 100 company National Grid plc, which is
also listed on the New York Stock Exchange.
Through his broad executive career, he has
experience of dealing with regulatory bodies
in the UK and the US, leading the
development of environmental, social, and
governance strategies. His skill set also
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.
Current external commitments
• Chief Executive, National Grid plc
Linda Yueh CBE
Non-Executive Director
Appointed:
November 2017
Skills, experience, and contribution
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 economic environments,
including key emerging and rapidly developing
markets. She was a member of the Independent
Review Panel on Ring-fencing and Proprietary
Trading of the UK Treasury, and has also acted
in various advisory roles, including for the World
Bank and the European Commission. Linda is a
fellow of St Edmund Hall, Oxford University and
an Adjunct Professor of Economics at London
Business School. She is also a member of the
UK Soft Power Council.
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
Stuart Ingall-Tombs
Skills, experience, and contribution
Stuart stepped down from the Board on
31 December 2024 after 17 years with the
Company, most recently as Chief Financial
Officer for four years. Prior to that, he was
CFO for North America, and spent several
years as Group Financial Controller and
Treasurer. Stuart brought a deep operational
understanding of key regional businesses,
combined with experience at the corporate
centre. As a qualified accountant at Stoy
Hayward, Stuart previously worked for Lex
Services/RAC plc. Stuart is a fellow of the
Institute of Chartered Accountants in
England and Wales.
Board changes in 2024
and 2025
Brian Baldwin joined the Board on
1 October 2024. Stuart Ingall-Tombs
stepped down from the Board on
31 December 2024.
Paul Edgecliffe-Johnson joined the Board
on 1 January 2025.
Corporate Governance
Rentokil Initial plc
Annual Report 2024
95
Strategic Report
Other Information
Financial Statements
Executive Leadership Team
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 Paul Edgecliffe-Johnson are also members of the ELT.
Their biographies can be found on page 94. Andy chairs the ELT, which meets regularly throughout the year, and the Managing Director of
our Latin America and Caribbean region also attends ELT meetings. There were two changes to the ELT during 2024: Fabrice Quinquenel joined
on 1 April 2024, and Gary Booker left the Company on 16 April 2024. In January 2025, we announced that Brad Paulsen was stepping down from
his position as CEO, North America. John Myers will be stepping down from the ELT on 1 April 2025.
Rachel Canham
Group General Counsel & Company Secretary
Appointed:
April 2022
Role
Rachel has responsibility for legal, corporate
governance, and data privacy across the
Group.
Skills and experience
Rachel is an experienced corporate and
commercial lawyer. She 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, joint ventures and restructurings,
and Senior Commercial Lawyer in the major
transactions team. Rachel is a qualified
solicitor, with experience as a corporate
lawyer at US law firm Latham & Watkins,
and Dickson Minto. Rachel became the
Company Secretary in April 2024.
Vanessa Evans
Group HR Director
Appointed:
January 2016
Role
Vanessa is responsible for shaping and
executing our Employer of Choice strategy,
ensuring that we can attract, recruit, train,
engage, reward, and retain the talent we need
to deliver our business strategy.
Skills and experience
Vanessa 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 until October 2024
was a Non-Executive Director of Care UK.
Mark Gillespie
Managing Director, Asia & MENAT
Appointed:
April 2022
Role
Mark oversees our businesses throughout
Asia, the Middle East, and North Africa.
Skills and experience
During his career at Rentokil Initial, Mark has
held a number of roles, including Group
Director of Internal Audit & Risk Management
and Regional Managing Director for the Rest
of World region. He has extensive finance,
general management, and M&A experience,
and previously held senior roles at Honeywell
and Pfizer. Mark is a member of the Institute of
Chartered Accountants in England and Wales.
Chris Hunt
Group M&A Director
Appointed:
July 2019
Role
Chris leads our efforts to evaluate, negotiate,
and integrate acquisitions and disposals.
Skills and experience
As Group M&A Director, Chris has completed
more than 400 deals for the Group. Prior to
joining Rentokil Initial, he held various senior
roles at AstraZeneca plc, including Head
of Finance at AstraZeneca UK’s Marketing
Company, Corporate Strategy Director, and
Group M&A Director. Prior to that, he was
a Director at KPMG Transaction Services.
He is a Chartered Accountant and sits on
the Corporate Finance Faculty Board of
the Institute of Chartered Accountants in
England and Wales.
Alain Moffroid
Chief Commercial Officer*
Appointed:
March 2016
Role
Alain has responsibility for business strategy,
brand, innovation, digital, service productivity,
global accounts, global marketing for
commercial and residential customers,
and the customer experience.
*In January 2025, we announced that Alain
would become the Interim CEO, North
America.
Skills and experience
Alain has served as Managing Director, Pacific
and Managing Director, Europe. Prior to joining
Rentokil Initial, he held several senior roles at
Unilever plc across multiple geographies with
significant experience in marketing, sales, and
business development.
John Myers
US Chairman Emeritus
Appointed:
October 2013
Role
John acts as US Chairman Emeritus.
Skills and experience
John will be stepping down from the ELT on
1 April 2025. 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.
John is a Non-Executive Director of Strikepoint
Group Holdings, LLC.
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Annual Report 2024
Mark Purcell
Chief Information Officer
Appointed:
April 2019
Role
Mark ensures that a ‘safe and secure first’
approach is applied to Rentokil Initial’s global
IT systems and infrastructure. He works
alongside the regional and functional teams
to ensure that the IT strategy and investment
is aligned to business priorities.
Skills and experience
During his career at Rentokil Initial, Mark has
held a number of roles, including 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 CIO Europe. Mark has significant
experience in business transformation, as well
as expertise in M&A integration. Prior to
Rentokil Initial, Mark held an executive officer
position in IT with the Civil Service.
Fabrice Quinquenel
Managing Director, Europe
Appointed:
April 2024
Role
Fabrice oversees our businesses throughout
the Europe region.
Skills and experience
Fabrice was previously Managing Director,
France, Nordics & Poland. Having joined from
Hertz, he also has a wealth of experience
in fulfilling senior roles across different
jurisdictions, including as the Vice President
Sales International for Hertz in France.
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. Andrew has
extensive commercial, finance, and supply
chain experience and previously held several
senior finance and sales roles at Unilever
within Australasia. Andrew is a Certified
Practising Accountant.
Brian Webb
Chief Procurement and Sustainability Officer
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, and for driving 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.
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.
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 in 2009. Prior to joining Rentokil
Initial, Phill held 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.
Brad Paulsen
Skills and experience
Brad stepped down from the ELT on
28 February 2025. Prior to joining Rentokil
Initial as CEO, North America, Brad was the
CEO of Rexel USA, and previously served
as Chief Operating Officer of HD Supply.
He spent more than nine years at The Home
Depot serving in various merchandising
leadership roles, and has previously served
as a Non-Executive Director for Dot Family
Holdings, the largest food industry
redistributor in North America.
Gary Booker
Skills and experience
Gary left the Company on 16 April 2024.
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.
Corporate Governance
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Annual Report 2024
97
Strategic Report
Other Information
Financial Statements
Our Governance
Board and Committee attendance at scheduled meetings held in 2024
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Chair and Executive Directors
Richard Solomons
8/8
5/5
2
3/3
4/4
2
Andy Ransom
8/8
5/5
2
3/3
2
4/4
2
Stuart Ingall-Tombs
8/8
5/5
2
Non-Executive Directors
Brian Baldwin
3
2/2
1/1
1/1
David Frear
6/8
2/3
4/4
Sally Johnson
8/8
5/5
3/3
Sarosh Mistry
8/8
2/3
3/4
John Pettigrew
8/8
5/5
3/3
Cathy Turner
8/8
3/3
4/4
Linda Yueh
8/8
5/5
3/3
4/4
A number of ad hoc online Board and Committee calls were held during 2024. Due to the short notice owing to the nature of business and the timing
of the calls, a minority of Board members’ prior commitments or their time zone prevented them from attending. They received and reviewed the
papers for the calls, and their comments were communicated to the Chair in advance.
2. Although not a Committee member, attended by invitation.
3. Brian Baldwin was appointed on 1 October 2024.
42–53
30%
54–63
60%
64–73
10%
Asian/Asian
British 20% (2)
White British
or other
White 70% (7)
Prefer not
to say 10% (1)
Finance
40%
Economics 25%
Legal
15%
HR
10%
Management 10%
Independent
Non-Executive
Directors 70% (7)
Executive
Directors 20% (2)
Non-Executive
Chair 10% (1)
Gender
Ethnicity
Nationalities
1
Independence
Brian Baldwin
3 months
Sally Johnson
Sarosh Mistry
J
ohn Pettigrew
R
ichard Solomons
Cathy Turner
1 year 9 month
s
7 year
s 0 months
3 yea
rs 9 months
5 years 10 month
s
4 years 9 month
s
Linda Yueh
7 years 2 mont
hs
David Frear
2 years 3 month
s
Non-Executive Directors’ tenure
Age of Directors
Professional background
Find out more: Board and executive
management diversity, pages 125 and 126
Find out more: Meetings and attendance, page 99
Snapshot of our Board
at 31 December 2024
7
4
1
UK
USA
India
Female 30% (3)
Male 60% (6)
Prefer not
to say 10% (1)
1. Sarosh Mistry has dual Indian and US nationality.
Linda Yueh has dual US and UK nationality.
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Annual Report 2024
Board composition
The Board currently has ten members,
comprising a Non-Executive Chair, two
Executive Directors, and seven Non-Executive
Directors, whose key responsibilities are set
out on page 103. They receive advice and
support from the Group General Counsel &
Company Secretary. Full details of the Board
members who served during 2024, and in
2025 to the date of this report, are on pages
94 and 95.
Non-Executive Directors have regular
opportunities to meet members of the ELT and
other members of senior management. The
Board meets during the year without executive
management present to facilitate discussion
and raise issues. In 2024, the Board met twice
without management present.
The Nomination Committee, comprising all
the independent Non-Executive Directors
and chaired by the Chair of the Board, is
responsible for managing the appointment
process, as part of a formal, rigorous, and
transparent procedure for appointing
Directors.
Brian Baldwin joined as a Non-Executive
Director on 1 October 2024, and became a
member of the Nomination Committee and
Remuneration Committee on that date. Paul
Edgecliffe-Johnson joined as Chief Financial
Officer on 1 January 2025, succeeding Stuart
Ingall-Tombs, who stepped down from the
Board on 31 December 2024. Details of the
recruitment processes undertaken for Brian
and Paul can be found on page 124.
Further information on appointment and
succession planning is provided in the
Nomination Committee Report on pages 124
and 125.
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. In 2024,
the Nomination Committee undertook a skills
review, which informed its decision to search
for an additional US-based Non-Executive
Director, as announced in the Q3 Trading
Update on 17 October 2024.
The Board considers that it and its Committees
have an appropriate composition to discharge
their duties effectively.
Meetings and attendance
The Board met for eight scheduled meetings
during the year, plus a number of additional
unscheduled meetings and update calls of the
Board and of relevant committees to consider
urgent business, including the Trading Update
published on 11 September 2024, and
appointments to the Board. A committee
of the Board met four times to consider
the release of financial results and trading
updates. The membership and attendance
at scheduled Board and Committee meetings
during 2024 is shown opposite, on page 98.
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 Chair was considered
independent on appointment. You can find
details of the Directors’ share interests in the
Company in the Directors’ Remuneration
Report on page 140. 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 opposite, on page 98.
The Nomination Committee gave
consideration to Brian’s independence given
his role at Trian Fund Management L.P.,
subsequently concluding that it would not
impede his independence to the Board.
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, authorised 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 reviews in full annually. No material
conflicts have been declared when requested
at each meeting.
During the year, David Frear and Sarosh Mistry
were unable to join a small number of
meetings 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 David and Sarosh were unable to
attend meetings, they received the papers
in advance of the meetings and the Chair or
Committee Chair sought their views ahead of
the meetings. They received the minutes and
were briefed on the outcomes of the meetings.
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 with us or represent
a conflict of interest. Any new external
appointment must be approved by the Board,
who give 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 biographies on pages 94 and 95.
We consider significant appointments (as
referred to in Provision 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
Chair an average of two days a week. In 2024,
the Board considered and approved certain
educative and advisory appointments, which
did not require a significant time commitment
of the Directors. There were no significant
external appointments considered and
approved by the Board during 2024.
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.
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.
Independence
The independence of Directors is considered
on their appointment, and subsequently
reviewed as part of the individual Director
performance evaluation process annually
to ensure all Non-Executive Directors retain
necessary independence of judgement.
Induction:
Brian Baldwin
Brian joined the Board as a Non-Executive
Director on 1 October 2024.
Brian had a comprehensive induction
programme, covering a wide range of
areas across the business.
He met with the Senior Independent
Director and Committee Chairs individually,
to provide a greater understanding of the
priorities of the Board and its Committees,
and their respective responsibilities.
Brian also met with the Heads of our
Corporate Functions, in which he received
an overview as to their business areas,
subject matter expertise, Company culture,
and values.
In November, Brian visited our recently
opened Innovation Centre in Dallas,
where he was introduced to a number
of our colleagues working directly
with customers, and in research and
development. During this trip he met with
our North America Leadership Team, and
joined one of our technicians for a
‘ride-along’, visiting customers in Dallas.
Corporate Governance
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Annual Report 2024
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Strategic Report
Other Information
Financial Statements
In accordance with the Code, the Directors are
subject to annual re-election by shareholders.
The Board intends to submit each director for
election or re-election at the AGM in May
2025 for approval by shareholders. Details on
the Directors’ contributions to the Board can
been seen in their biographies on pages 94
and 95, and details of our 2025 AGM can be
seen on page 112.
Induction and training
The Chair, supported by the Nomination
Committee through its review of the skills,
knowledge, and experience of the Board,
leads the training and development of
Directors.
The Chair and Group General Counsel &
Company Secretary prepare a detailed
induction for each new Director. This is
tailored to the role of the new Director and
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
Group General Counsel & Company Secretary,
along with other members of senior
management. They are also introduced to and
given access to the Company’s external
advisers (auditor, legal advisers, and brokers).
Board members also receive key Company
policies and procedures and governance
information, the Group structure, analysis of
the Company’s key shareholders and share
capital, recent analyst notes, minutes and
papers from the recent Board and relevant
Committee meetings, including the most
recent strategy meeting, and guidance on
the legal and regulatory responsibilities for
a Director of a UK and US publicly listed
company.
Directors are also encouraged to undertake
the same online induction modules as other
new colleagues on 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, inside
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.
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.
During the year, the Chair led a review of the skills and experience of the Board, where
Directors rated their experience and expertise, and the experience and expertise of the
Board as a whole. A 10-point rating scale was used for the individual ratings, whereby each
Director indicated their level of experience and expertise in each area based on a set of
descriptors for each level. Scoring under five indicated little or no recent experience and
expertise, and scoring closer to 10 indicated recent and senior experience. The skills matrix
below details the average of the individual ratings for the respective skills.
The Board and Nomination Committee used the skills review to identify areas to focus upon
when considering succession planning for the Board, and to identify topics for the ongoing
training and development of the Board.
The Board identified US experience and marketing/brands expertise as core areas for
training and succession. The Board’s US experience was bolstered in 2024 with the
appointment of Brian Baldwin, and it is intended to further enhance the skills of the Board as
announced in the 2024 Q3 Trading Statement, with a recruitment process ongoing for a
Non-Executive Director with specific experience in US network-based services industries
and/or business-to-consumer digital marketing. We also strengthened the North America
Leadership Team, with the appointment of Rebecca Charles as Chief Marketing Officer for
North America. The Board received a deep dive in October 2024 on the impact of marketing
on North American performance and growth.
Further details on succession planning may be found in the Nomination Committee Report
on page 124.
Skills of Directors
Environment, Health & Safety
Understanding of environmental, corporate social responsibility,
community issues, global external reporting standards, and the relationship between sustainability
and corporate strategy.
Executive Leadership
Experience as a Board member or executive.
Finance
Experience as an executive or senior management in financial accounting and reporting.
Governance
Experience as an executive or senior management in a large company subject to
rigorous governance, legal and regulatory standards, and of considering the interests of different
stakeholder groups.
Marketing/Brands
Experience as an executive or senior management in consumer marketing/brands
management.
Remuneration
Experience serving on a remuneration committee and/or as an executive or senior
management in relation to global remuneration programmes.
Risk
Experience at Board, executive, or senior management level of the identification, evaluation, and
prioritisation of risks.
Strategy and M&A
Experience developing and implementing a successful strategy for a large
company and/or with significant corporate transactions.
Technology and digital
Experience at Board, executive, or senior management level of digital
transformation and/or an understanding of new and established technologies.
UK listed company experience
Experience as a Board member or executive in a company listed in
the UK.
US listed company experience
Experience as a Board member or executive in a company listed in
the US.
E
nvironment, Health & Safety
E
xecutive Leadership
F
inance
R
emuneration
R
isk
G
overnance
M
arketing/Brands
S
trategy and M&A
T
echnology and digital
U
K listed company experience
U
S listed company experience
7.2
8.8
8.1
9.6
9.2
8.5
8.1
7.9
6.8
6.0
7.0
Our Governance
continued
100
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Annual Report 2024
Compliance with the 2018 UK Corporate Governance Code
For the year ended 31 December 2024, we
have applied the principles and complied with
all of the provisions of the 2018 UK Corporate
Governance Code (the Code).
Our 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 we have applied the principles
of the Code over the 2024 year, with links to
relevant sections in the report.
A revised Code was published by the FRC in
January 2024, and applies from the financial
year beginning 1 January 2025. In 2024, the
Board reviewed the revised Code, considered
the steps necessary to address the changes to
corporate governance and corporate reporting
provided for in the new Code, and adoption
of new steps and procedures to enable
compliance with the new 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 of our Directors are outlined
on pages 94 to 95, 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 22 and 23 and the
Group’s strategic priorities and its strategic
enablers are outlined on page 12.
B. Purpose, values, and culture
Our mission, vision, and values are described
on page 2, 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 109.
C. Resources and controls
The Risk and Uncertainties section on pages
83 to 89 details the Group’s principal risks, and
our risk management framework. The Board’s
review of the risk management framework
is outlined on page 120.
The Board has a formal system in place for
Directors to declare a conflict, or potential
conflict of interest, as summarised on page 123.
D. Stakeholder engagement
Our key stakeholders are set out on pages 110
to 113, with the section 172(1) statement,
on how Directors have had regard to
stakeholders when discharging their duties,
being found on page 81.
On page 107, 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 120.
2. Division of responsibilities
F. Role of the Chair
The responsibilities of the Chair of the Board,
Richard Solomons, are defined on page 103.
G. Board composition and division of
responsibilities
At least half of the Board, excluding the Chair,
are considered independent. Full details are
provided on page 99.
The responsibilities of the Executive and
Non-Executive Directors are described on
page 103.
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 94 to 95. The
Board’s approach to assessing external
commitments, including those considered
during the year, can be found on page 99.
A table detailing the number of Board, Audit,
Nomination, and Remuneration Committee
meetings held in 2024, and Director
attendance at those meetings, is provided
on page 98.
I. Board policies, processes, information,
time, and resources
The Group General Counsel & 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 Chair)
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 122 to 126.
K. Board skills, experience, and knowledge
The key skills and experience of each of the
Directors are included in the Board
biographies on pages 94 and 95. In 2024, the
Nomination Committee undertook a skills
matrix review, the results of which are included
on page 100.
L. Board evaluation
Following the external review in 2023, the
Board undertook an internally facilitated
review in 2024, in line with the Code.
The outcomes, and a review of the 2023
actions, are described on page 108.
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 auditor,
and the Internal Audit team, see the Audit
Committee Report, from page 114.
N. Fair, balanced, and understandable
assessment
The Board’s approach to ensuring reporting is
fair, balanced, and understandable is detailed
on page 118.
The Directors’ statement on ‘fair, balanced,
and understandable’ can be found on
page 238.
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 83 to 89.
The Board and Audit Committee oversight of
the risk management and the internal control
framework is summarised on pages 120
and 121.
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 from page 127.
Q. Executive remuneration
The current Directors’ Remuneration Policy
was approved by shareholders at our AGM in
May 2024. A copy of the policy can be found
on our website at
www.rentokil-initial.com/
investors/governance/board-committees
.
Details of how the policy was applied during
2024 and how the Remuneration Committee
has undertaken its duties can be found in
the Directors’ Remuneration Report on
pages 127 to 153.
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.
Corporate Governance
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Annual Report 2024
101
Strategic Report
Other Information
Financial Statements
Governance framework
A strong system of governance throughout the Group is essential to achieving our mission and delivering our strategy. The Board reserves certain
responsibilities, with specific responsibilities delegated to the Board Committees, and the day-to-day management of the Group delegated to the
Chief Executive, who is supported by the Executive Leadership Team (ELT). 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.
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.
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.
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.
The Board
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.
Chief Executive and the ELT
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 ESG matters.
INFORMING
INFORMING
INFORMING
REPORTING
REPORTING
REPORTING
Board Committees
Disclosure Committee
Comprising the Chief Executive,
Chief Financial Officer, Group
Financial Controller, and Group
General Counsel & Company
Secretary, the Disclosure
Committee supports the
Board’s responsibility for the
accuracy and timeliness of
external disclosures and
compliance with the Market
Abuse Regulation. Details of its
meetings and decisions are
reported to the Audit
Committee.
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, the Group Risk
Committee reviews the internal
control environment and
emerging risks, and considers
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 & Company
Secretary, the Investment
Committee 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.
Our Governance
continued
Find out more: Key activities during 2024,
pages 104 to 106
Find out more: Strategic Priorities,
pages 12 to 19
Find out more: Board biographies,
pages 94 and 95
Find out more, pages 114 to 121
Find out more, pages 122 to 126
Find out more, pages 127 to 153
Find out more: Q&A with our Chief Executive,
pages 8 to 11
Find out more: Executive Leadership Team biographies,
pages 96 and 97
Management Committees
Operating under authority delegated 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 approved by the Board.
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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 102. This clear division of responsibilities enables the Board to operate effectively, fulfil its responsibilities, and provide
valuable oversight. The responsibilities of the Board members are set out below. The pro-forma appointment letters for a Non-Executive Director
and the Chair of the Board are also available on our website.
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
Senior Independent Director
John Pettigrew
• Leading the Non-Executive Directors in
the annual appraisal of the Chair of the
Board
• Working with the Chair on the
effectiveness of the Board
• 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
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 Chair 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 and ESG agenda
Independent Non-Executive Directors
Brian Baldwin, 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
Chief Financial Officer
Paul Edgecliffe-Johnson
• 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
Company Secretary
Rachel Canham
• Assisting the Chair 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 Chair and Senior
Independent Director 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
• Facilitating Board induction and
development programmes
• Facilitating Board engagement with
the business and key stakeholders
Corporate Governance
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Strategic Report
Other Information
Financial Statements
Our Governance
continued
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 session was held
over two days in October and November and
gave the Board the opportunity to conduct a
comprehensive review of the Group’s medium-
term strategic plan. The event consisted of
presentations on the key strategic issues for
the Group. This included an update on our
growth model for North America, the
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plan, which focused on our customers,
in particular their retention and acquisition,
and an update on the integration of Terminix,
Board activities 2024
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
with the Chair, in conjunction with the Chief Executive and Group
General Counsel & Company Secretary.
A review of safety, health, and environment 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 2024 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 107.
which detailed synergy delivery and explored
potential medium-term opportunities. The
presentations on our international business
included the pursuit of organic growth through
digital and innovation in our Pest Control
business, and the broader strategy for the
Hygiene & Wellbeing business. The Board also
received a corporate finance update, which
focused on our M&A activity, and a financial
update on the medium-term strategic plan.
During 2024, the Board undertook regional
deep dives with the management teams for
North America, Europe, Latin America, Asia &
MENAT, and the UK & Sub-Saharan Africa
regions. These sessions provide an overview
of operational performance and future
strategy for the relevant 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 our North
America business took place as part of the
Board’s overseas visit to Dallas in June 2024.
More details can be found below.
In May and October, the Board considered the
Group’s sustainability strategy, including the
steps being taken towards achieving the net
zero target by 2040 and the progress of
regional sustainability plans to achieve agreed
targets by 2025 (see the Responsible
Business section on pages 63 to 80 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 ADR programme
and the key areas of focus for investors. The
key insights of an investor survey undertaken
by Makinson Cowell (an external consultancy
firm), which had been commissioned to
conduct a perception study of the Company’s
largest shareholders, with feedback obtained
from 23 institutional investors, were discussed
at the July meeting.
Customer and supplier contracts over an
agreed threshold are also reviewed and
approved by the Board. In 2024, these
included a product supply contract and
vehicle supply contract.
Delivering
organic
growth in
North
America
Executing the
integration
of Terminix
into our
North
American
operations
Growing our
global Pest
Control
business
through
innovation
and digital
Building
our global
Hygiene &
Wellbeing
business
Capital
allocation
opportunities
for value
creation
Colleagues
Shareholders
Customers
Communities
Suppliers
Key to strategic priorities:
Key to stakeholder groups:
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Strategy
North America
site visit
In June 2024, the Board travelled to Dallas 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 in-depth review of US Pest
Control customers, an update on organic
sales growth in North America, an overview
of the North American pest control market,
an update on the integration of Terminix,
an overview of our talent programme in
North America and succession plans for the
leadership team, and a presentation on our
innovation roadmap.
The Board also attended the opening of
the Innovation Centre, our new centre for
innovation in North America. The visit
included a demonstration of a number of
recently introduced products and certain
products in development and in testing.
It also provided the Board with an opportunity
to meet with colleagues from across our
businesses.
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A review of safety, health, and environment
(SHE) performance is the first item on the
agenda of each scheduled Board meeting –
a practice mirrored at our 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 65.
An update on the Group’s Lost Time Accident
(LTA) and Working Days Lost (WDL) KPIs (see
page 65) is provided in each SHE presentation
to the Board.
During the year, 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
explored a deep dive of progress against the
actions arising from the 2023 colleague
survey. 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.
In addition, twice a year, the Board reviews our
SHE leading indicators. There are three
leading indicators that focus on our more
hazardous activities, such as fumigation, which
are consistently measured across the Group,
and two leading indicators that focus on
compliance with key safety training.
In July, the Board received presentations on
safety and occupational health, and health
and wellbeing. This session was designed to
specifically focus on the health element of
SHE, with consideration given to the Group’s
Pink Notes, which outline the procedures to be
followed for all new and high-risk activities,
and the wellbeing initiatives under way across
the Group.
The Board also receives regular updates from
the Chief Executive on any changes to senior
management. In 2024, Sarah Sergeant
succeeded Kris Hampson as the Group
Financial Controller, and Fabrice Quinquenel
joined the ELT.
Succession planning for the North America
leadership team was also a major focus during
the year, with Aaron Coley succeeding Jason
Coyle as CFO, North America in December
2024.
In February 2025, the Board approved the
Company’s Gender Pay Report as required
by the Equality Act 2010 (Gender Pay Gap
Information) Regulations 2017.
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 2024, we continued
to prepare the Group for the enhanced
reporting required under the Corporate
Sustainability Reporting Directive (CSRD)
(see the Responsible Business section on
page 80 for more information).
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 66.
Safety, health, and environment
People
Governance and compliance
The Board received recommendations
from the Nomination Committee on the
appointment or reappointment of Directors
during 2024, including the appointments of
Brian Baldwin as a Non-Executive Director and
Paul Edgecliffe-Johnson as Chief Financial
Officer, as set out on pages 124 and 125.
The Board reviews its effectiveness annually
and in 2024 work was undertaken to progress
the actions identified from the previous
internal review in 2023. The 2024 review
was internally facilitated, by means of a
questionnaire, with the themes discussed at
the Board meeting in January 2025 and the
actions arising from that review agreed at the
Board meeting in February 2025. Read more
on page 108.
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
Group General Counsel & Company Secretary.
In 2024, the Board spent time considering
the changes to the revised UK Corporate
Governance Code, the requirements
introduced by the Economic Crime and
Corporate Transparency Act 2023, and the
additional reporting requirements outlined
in the Corporate Sustainability Reporting
Directive. 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.
Corporate Governance
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Strategic Report
Other Information
Financial Statements
Our Governance
continued
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 2024, the Group acquired 36 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 2024, the Board approved two
acquisitions. Further details of our M&A
activity can be found on page 48 and 49.
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.
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 90) 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 2024 of 3.16p per share and is
recommending a final dividend for 2024 of
5.93p per share. This equates to a full-year
dividend of 9.09p per share, an increase
of 4.7% compared with 2023.
The Board reviews the Group’s capital
structure, including financing needs and
funding, as well as capital allocation
throughout the year. In February 2024,
the Board approved the issuance of two
million ordinary shares to satisfy the 2021
Performance Share Plan awards, which
vested in 2024. Further information on the
Company’s capital structure can be found
on pages 235 and 236.
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 196 and 197. 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 October
2024, is available on the Company’s website.
Risk management and internal controls
effectiveness are considered by the Board
throughout the year as part of its review of
business strategy and performance, and in its
regular engagement and consultations with
executive management. The Audit Committee
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 2024, and considered
any thematic issues identified (refer to
page 120).
The Board undertook a review of the
effectiveness of the Group’s risk management
and internal controls systems and found them
to be effective. Further details can be found
on pages 120 and 121.
The Board also receives quarterly summaries
of ongoing material litigation and claims within
the Group, including periodic 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 109).
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Mergers and acquisitions
Financial management
Risk monitoring and oversight
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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
2024 can be found on pages 104 to 106. 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 2024 (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 81, with further details of the Board’s
engagement with stakeholders during the
year provided on pages 110 to 113.
Ensuring we select the right supplier for fleet management
services across the Netherlands
In July 2024, the Board considered the renewal of a supplier contract with Athlon Car Lease
Netherlands B.V. for the provision of vehicle leasing and fleet management services across
the Netherlands.
Long-term results
The Board considered the contracted savings, which were expected to be delivered on
the renewal of the existing agreement. It was concluded that the contract would generate
a positive financial impact for the Netherlands business.
Colleagues
The proposal to renew the contract with the current provider reduced any potential impact
on colleagues.
Our business relationships
The new contract would have no impact on our customer base.
Communities and the environment
The preferred supplier is a market leader in supporting the migration to zero emissions in
the Netherlands, so will be able to support our planned move to a more sustainable fleet.
Our reputation
The contract supports our Group target to achieve net zero emissions from our operations
by 2040.
Outcome
The Board approved the contract with Athlon Car Lease Netherlands B.V. for a six-year
contract.
Implementing our
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The Board received regular updates through the year on our North America business, in
particular, on the integration of Terminix, and on our growth model for North America, the
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plan. The Board received a number of deep dives on the region and heard
from the CEO, North America and other members of the North America Leadership Team
on the development of strategy. The Board have supported management in the development
of our strategy for North America.
Long-term results
The Board believe that the
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plan will lead to a stronger, faster-growing
organisation, with a higher level of growth, and increased operating margins.
Colleagues
New sales and service pay plans will support colleagues to develop rewarding long-term
careers. The focus on a high performance culture will recognise our key talent.
Our business relationships
The continued improvements to all phases of the customer experience will increase customer
satisfaction and create longer relationships with our customers.
Outcome
There are positive signs emerging from the implementation of our plan, with colleague
retention +4.2% vs FY23, to 79.4%. Our customer retention has increased to over 81% in Q4
2024. Digital leads growth has turned positive year-on-year, and work continues to optimise
our sales and marketing execution.
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Other Information
Financial Statements
Board and Committee
performance review
The performance and effectiveness of the
Board, its Committees, and individual
Directors are comprehensively assessed
annually through a formal performance review.
In accordance with Provision 21 of the UK
Corporate Governance Code, we have
adopted a three-year cycle of external Board
evaluations.
The 2023 Board evaluation was externally
facilitated by Chris Saul from Christopher Saul
Associates, an independent advisory firm,
which has no other connection with the
Company or individual Directors. An update
on the status of recommendations resulting
from the 2023 review is provided opposite.
During 2024, we undertook an internal review
of the Board and the Committees, conducted
through a questionnaire completed by all
Directors. The outcome of the evaluation was
then reviewed by the Chair and Committee
Chairs ahead of discussions on themes and
actions being held at the Board meetings in
January and February 2025.
The 2024 Board performance review revealed
positive feedback on the overseas Board visit,
the Board oversight of the ELT, and access to
high-quality information and advice from the
ELT and Group General Counsel & Company
Secretary between meetings. The review
concluded that the Board was operating
effectively. Following its review of the themes,
the Board agreed a certain number
of opportunities for improvement and
actions noted opposite for 2025.
The review process included separate
questionnaires for the Committees, completed
by Committee members, and by regular Board
attendees. The Committees discussed the
themes in their February 2025 meetings,
including minor differential average scores
between Committee members and Board
attendees. In all Committee reviews, positive
feedback was given for the relevant
Committee Chair.
The Committee performance reviews
concluded that the Board Committees operate
effectively and are well-integrated into Board
decision-making processes. The Committees
discussed the themes and actions arising at
their February 2025 meetings. Further details
are set out in each Committee report on pages
114, 122 and 127.
2024 evaluation recommendations and actions to be taken during 2025
Oversight of performance
and progress by region
• The Board will continue to focus on its oversight of the
regions this year. Board papers will be developed to
include further operational metrics and business
performance against plan and prior year, alongside
a standardised set of KPIs with comparative metrics
by region.
Further build the Board’s
understanding of customers
and competitor strategy
• The Board will hold further deep dives into lead
generation, customers, and competitors, and the Group
General Counsel & Company Secretary will arrange
additional opportunities for field-based time.
Board succession planning
and talent development
• The Nomination Committee will focus on succession
planning for the Non-Executive Directors due to reach
their nine-year tenure in the near term. Following the
announcement on 17 October 2024 confirming the Board
was undertaking a search for a US-based Non-Executive
Director, the Board will keep its composition, and the
composition of its committees, under review.
• The Nomination Committee identified that depth of talent
for succession planning in key roles across the business
would be a focus for 2025.
Location and scheduling of
Board meetings
• The Chair and the Company Secretary will consider the
location and scheduling of Board meetings to allow for
further opportunities to meet local leadership teams.
2023 evaluation recommendations and progress made during 2024
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
• The CEO, North America, presented regular updates on
the North America business, with a deep dive at the US
site visit in June. The Board further discussed North
America KPI reports at each meeting from August 2024.
• The Board received a deep dive at its strategy day into
digital innovation in pest control.
• The Board’s calendar was reviewed to ensure the Board
received regular updates through the year to assess
material risks.
Review the skill set of the
current Non-Executive
Directors to assist the
Nomination Committee with
its future succession planning
for Non-Executive Directors
• A skills matrix exercise was undertaken in 2024, with the
Nomination Committee meeting to discuss the results.
Further detail on the Board skills matrix can be found on
page 100.
• The Board receives an update on Board Succession
planning in February each year, which incorporates a skills
review of the Board and consideration of training topics
for the coming year.
Retain focus on the
enhancement of Board
papers and ensure the
frequency and timings
of meetings remains
appropriate
• The Board and Committee guidance rolled out in 2023
was found to have assisted in the effectiveness of Board
operations.
• The Company Secretary undertook a review of the papers
received by the Board during 2024, concluding that the
new guidance had been substantially followed. The Board
were asked to comment on progress in their 2024 board
performance review.
Consider opportunities
for enhanced stakeholder
engagement
• The Board met with stakeholders, both as individual
Directors and as a group during 2024. Details of
engagement can be found on pages 110 to 113.
• The Board discussed opportunities for ‘ride-alongs’ and
other customer engagement, which is being scheduled.
• Following a review, the Board’s current engagement
approach to customers was considered to be appropriate.
Our Governance
continued
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Director evaluation
Evaluation of individual Director performance
was carried out by the Chair. The reviews
are used to inform the recommendation to
shareholders for the re-election of Directors
at the AGM.
In the Chair’s one-to-one discussions with
each Director, topics covered included:
• Their performance and individual
effectiveness, including their contributions
to Board and Committee meetings;
• Their time commitment and external
appointments;
• The Board’s composition and balance of
skills, including Non-Executive Director
succession plans; and
• The overall effective functioning of the
Board.
The review of the performance of the Chair
was led by John Pettigrew, our Senior
Independent Director. John sought feedback
in one-to-one discussions with each
Non-Executive Director, without the Chair
present, and also took into account the views
of the Executive Directors. The feedback was
collated and shared with the Chair.
Executive Directors are subject to regular
review and the Chief Executive appraised the
performance of Stuart Ingall-Tombs, Chief
Financial Officer in 2024. In the normal course
of business, the Chief Financial Officer
receives a formal review as part of the annual
Group-wide performance evaluation of all
colleagues. In February 2025, Andy Ransom
held a mid-probation review with Paul
Edgecliffe-Johnson.
The Chair evaluates the performance of the
Chief Executive regularly, and formally as
part of the same annual process. Executive
Director performance is 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.
Culture and values
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 on culture, our Employer of
Choice agenda, and workforce engagement.
This year, the reports included updates on
colleague retention, enhancing colleague
development, and follow-ups on the outcomes
of the YVC colleague survey undertaken in
2023. The YVC colleague survey, which is
carried out every second year, is one of the
key methods for both senior management
and the Board to monitor culture. The survey
questions are 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.
You can read about our approach to investing
in and rewarding our colleagues on pages 65
and 128.
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 our 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.
• The Group-wide share dealing policy and
insider trading policy govern the purchase,
sale, and other dispositions of the
Company’s securities by Directors, senior
management, and colleagues, and 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 at
www.rentokil-initial.com/
responsible-delivery/policies
.
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
Cybersecurity Framework. 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
and 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, who reports to the Chief
Information Officer, has more than 20 years
of 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.
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Other Information
Financial Statements
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 believe that by engaging regularly
with all of our stakeholders and responding
to their feedback, we support the long-term
sustainability of our business.
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. We identify the
key stakeholders relevant to the Group’s
businesses or operations as our colleagues,
shareholders, customers, communities,
and suppliers.
The following pages provide information on
our key stakeholders, including associated
issues and impacts, how our businesses
engage with these groups, how the Directors
receive information about our key
stakeholders, and some examples of
engagement the Directors undertook in 2024.
You can find our section 172(1) statement,
which describes how the Board has regard to
key stakeholders, on page 81, with examples
of principal decisions taken in 2024 and the
attention given to stakeholders in its
considerations on page 107.
Workforce engagement
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, we believe our 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, YVC survey results, and Glassdoor
ratings, alongside periodic updates on culture,
talent, and workforce engagement initiatives.
We encourage each Non-Executive Director
to engage individually with a range of
colleagues. 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. Their individual engagement
activities are then discussed with the Board.
We also identify ways for the Board
collectively to engage with target groups
across the year.
The workforce engagement undertaken
by the Directors allows 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 activities is used to help
determine any areas for additional strategic
focus by the Board or management.
Our purpose and our core values of service, relationships, teamwork,
and responsibility reflect the central importance of our stakeholders
to our business and influence how we engage with them.
Our Stakeholders
Colleagues
Customers
Shareholders
Communities
Suppliers
Why we engage
We deliver greater value
to our business and
customers, by ensuring
our suppliers share our
values and standards
We respect, and accept
our wider responsibility to,
the communities in which
we operate and employ
We succeed or fail by the
quality of service we offer
our customers
We aim to be a
world-class Employer of
Choice, and rely on the
skills and commitment of
our people to achieve our
business goals
We aim to generate
long-term profitable
growth to help deliver
value for our shareholders
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Our colleagues are those who are directly
employed by us. We currently employ
approximately c.68,500 colleagues,
who operate in 89 countries.
Key issues for stakeholder group
• Health and safety
• Training and career development
• Tools to do the job
• Wellbeing
• Reward
• Culture and values
• Community support
Why we engage
We aim to be a world-class Employer of
Choice, providing a safe working environment
and career and development opportunities.
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
• Pay and benefits to colleagues
• Training and development opportunities
• Long-term career opportunities
Business engagement
All colleagues are provided with information
on matters of concern to them in their work,
through regular briefing meetings and internal
communications, as well as our internal U+
training system, which hosts both technical
and leadership courses and learning, as well
as regular briefing meetings and internal
communications. Engagement events are also
hosted by individual businesses and leaders,
such as conferences, town halls, and senior
executive updates, to inform colleagues
of
 key factors affecting our business.
Other methods include:
• Biennial YVC colleague survey and periodic
pulse surveys;
• annual personal development reviews for
colleagues and line manager training;
• the
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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 (colleague
retention is a key metric within our
Performance Share Plan scheme (see page
131)), 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.
We also monitor external ratings, such as
Glassdoor.
Colleagues
Information flow to the Board
• Health and safety reports
• Monitoring KPIs, such as colleague retention
• Results of YVC colleague and pulse surveys
• Regional deep dive presentations
• Biannual Employer of Choice update
• Key management changes included in every
Chief Executive report
• Notification of key awards won/shortlisted
• Gender Pay Report
• Ethical concerns reported via the confidential
reporting process, Speak Up
• Modern Slavery statement
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. In June, the Board had
dinner with the North America management
team, and on two occasions the Board had
lunch with colleagues in our talent programme.
The Board also had dinner with members of
the Executive Leadership Team in October.
The Board has added an additional North
America trip to their 2025 and 2026 calendars
and look forward to having more opportunities
to interact with our 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. In 2024, as part
of his induction, Brian Baldwin joined a
technician on a ‘ride-along’. Directors also
have the opportunity to hold individual
meetings with colleagues. 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, as described above.
Sharing knowledge
and experience with
our colleagues
In 2024, we introduced regular town halls
for UK colleagues at our global head
office, with each town hall hosted by a
different functional area of the business.
The town halls granted the opportunity
to update colleagues on key business
developments and to provide additional
insight into specific areas of the business.
This included an external session on the
potential use of Artificial Intelligence (AI)
in the workplace and an update on the
progress made towards our net zero
target. For the town hall hosted by our
Legal and Company Secretariat team
in October, Cathy Turner took part in
a video interview, in which she shared her
experience as a Non-Executive Director
with colleagues.
Recognising the talent
of our colleagues
In 2024, we held a global talent
competition, ‘RI’s Got Talent’. Hundreds
of entries were received from colleagues,
showing a wonderful variety of talents,
from singing, to creating a video game.
Thousands of votes were received for the
winning entries, who received a donation
to a charity of their choice. The judging
panel comprised members of our ELT,
and the awards were presented on a live
stream globally to colleagues by Andy
Ransom and members of the ELT.
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Other Information
Financial Statements
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
• Supporting customers’ own sustainability
targets
Business engagement
We carefully manage our ongoing relationship
with customers, to ensure we meet the
expected level of service. This includes the
provision of training for customers’ staff,
as necessary. We also engage with our
customers, and share our research and
innovation, through:
• participation in industry forums and events;
• our Annual Report and industry-focused
publications; and
• innovation showcases.
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 through
our Customer Voice Counts (CVC) survey, and
external ratings and measurements, such
as Trustpilot. CVC is a key metric within
our Performance Share Plan scheme
(see page 131).
Information flow to the Board
• Regional deep dive presentations
• CVC scores
• Strategy day review – including product
pipeline and innovation
• Material customer contracts requiring
• Board approval
• Monitoring external measures such
as Trustpilot
Board engagement
The Board has the opportunity to meet
customers on overseas site visits and as
part of a ‘ride-along’ with technicians.
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, and this will be kept under review.
Customers
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, meetings with the Chair and
Chair of the Remuneration Committee,
and the AGM.
The Chair writes to key shareholders each
year to offer the opportunity to engage with
him ahead of the AGM. In March 2024, he
wrote to our top 15 investors, representing
c.41% of the Company’s issued share capital.
In response to his offer, the Chair held multiple
meetings with investors. Topics covered
included the integration of Terminix,
sustainability and culture, management
succession planning, and Board composition.
The Board receives verbal updates from the
Chair on meetings he has held with investors.
Following our trading update statement
in September 2024, the Chair met with nine
investors, proactively seeking their views.
The Chair holds meetings with large investors
across the year on request.
The Chair and Committee Chairs welcome
any comments on this report and shareholders
are invited to contact them via email at
chair@rentokil-initial.com. They will also
be available to answer questions at the
Company’s AGM.
2025 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
to all and to encourage engagement from
a broad range of shareholders, we will
continue with a hybrid format for our AGM
in May 2025.
The 2025 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 at 2pm on 7 May 2025.
We encourage our shareholders to use the
live webcast of the meeting. Questions can
also be submitted in advance of the meeting
by emailing chair@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.
Our Stakeholders
continued
Shareholders
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
• North America organic growth
• 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
We aim to generate long-term profitable
growth to help deliver value for our
shareholders, and want our investors and
investment analysts to have a strong
understanding of our business, strategy, and
performance. Our investors are the owners
of the business, and continued access to
capital is vital to our long-term performance.
Impact/value created
• Earnings per share
• Compounding model
• Dividends
• Free Cash Flow
Business engagement
• Institutional investor meetings
• Wholesale distribution channels, such as sell
side research and broker-led conferences
• Investor roadshows
• Ad hoc meetings with investors on specific
topics, such as ESG
• AGM
• 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.
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
• Feedback from investor meetings
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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 partner with charities and
community initiatives in communities where
we operate, and encourage a long-term
partnership approach.
Impact/value created
• Tax paid
• Charitable donations
• Reduction in energy and fuel-derived
emissions
• Employment of people in local communities
Business 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.
Information flow to the Board
• Safety, health, and environment updates
• Regional deep dive presentations
• Annual Report review
• Responsible Business Report review
• Updates on RI Cares (see page 67)
• The
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magazine, which contains
a variety of examples of the business and
our colleagues engaging with the community
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 2024. Given the
nature of our business, we believe that the
indirect engagement provided is at an
appropriate level and no Director engagement
is required, and this will be kept under review.
More information on our responsible business
priorities with regard to the environment can
be found on pages 68 to 79, and with regard
to communities on page 67.
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
Business 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
co-ordinated 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.
Communities
Suppliers
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:
• Chief Executive report at each Board
meeting, which includes commentary as to
the supplier discussions held with the ELT;
• Review and approval of our major supplier
contracts;
• Approval of our Modern Slavery Statement;
and
• Oversight of the Supplier Speak Up ethical
reporting process.
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.
Community collaboration
in Hong Kong
Colleagues in Hong Kong have a
long-standing partnership with the
Kowloon Cares community programme
and were delighted to work with them
to organise an event to clean up the
MacLehose Trail, a 100km path that travels
through a variety of natural scenery,
including beaches, mountains, and the
highest point in Hong Kong, Tai Mo Shan.
The event saw 100kg of litter being
collected and recycled.
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Other Information
Financial Statements
Audit Committee Report
Dear Shareholder
I am pleased to present the Audit Committee Report for the year ended
31 December 2024.
The Audit Committee’s extensive agenda included our usual activity
relating to financial reporting, the external audit, and oversight of risk
management and internal controls.
During the early part of 2024, we considered the financial information
and audit-related disclosures for the 2023 Annual Report. At the July
2024 meeting, we considered the interim financial reporting, and in
December 2024, we reviewed the accounting for the legacy termite
provision and the annual goodwill impairment review ahead of the 2024
financial year end.
The Audit Committee also monitored management’s preparation for the
change of Presentation Currency, as the Group transitions to reporting
in US dollars for periods starting from 1 January 2025.
Throughout 2024, the Audit Committee has had a continued focus on
the Group’s Sarbanes-Oxley (SOX) compliance. We have had regular
and comprehensive updates from management on the SOX
programme, which the Group commenced in 2022 following our listing
on the NYSE.
PwC was reappointed as external auditor at our AGM in May 2024. In
2024, the Audit Committee has continued to focus on the oversight
of the quality of the external audit, including the advancement of audit
technology to deliver on our 2024 audit strategy. We have also
completed the annual audit quality review, and identified with PwC
a series of actions that we can both take to improve the audit process.
Overall, the Audit Committee concluded that the external auditor and
the audit process were effective.
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.
In October 2024, the Audit Committee considered the comprehensive
review undertaken by management and the set of actions to mitigate
cost over-runs, manage inventory more effectively, and other processes
to enhance the financial control environment in the North America
region. The Committee received regular status updates on these
actions from the Chief Financial Officer, and the Interim Chief Financial
Officer of North America. These actions included the recruitment of a
permanent Chief Financial Officer for North America, Aaron Coley, who
joined the Group in December 2024.
The Audit Committee continue to review fraudulent activity across the
Group. 25 cases were recorded in 2024, which were predominantly
external frauds against the Company. 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 2024 Financial Statements.
During the year, the Audit Committee has been briefed on the
preparedness of the Group for alignment with provision 29 of the 2024
UK Corporate Governance Code; and the progress made on fraud
controls and the Group’s readiness under the Economic Crime and
Corporate Transparency Act 2023.
Sally Johnson
Chair of the Audit Committee
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.
Sally Johnson
Chair of the Audit Committee
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 data analytics
in internal audit work
• Oversight of the implementation of enhanced fraud risk
assessments
• Fraud control oversight
Areas of focus in 2025
• Continued oversight of the Company’s SOX programme
• Continued review of internal and external audits
• Continued oversight of fraud risk assessments
• Fraud control oversight
• Oversight of US financial control environment
Committee members:
Sally Johnson (Chair)
John Pettigrew
Linda Yueh
In this report:
• Significant Issues and Judgements – page 117
• External Audit – pages 118 and 119
• Internal Audit – page 119
• Risk Management and Internal Control – page 120 and 121
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The Audit Committee considered the following key areas during 2024 and early 2025:
Matters considered
Discussion and outcome
Find out more
Financial reporting
Financial reporting
The Audit Committee reviewed the 2023 and 2024 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 117
Accounting policies
and practices
The Audit Committee considered the application of the Company’s accounting policies and
practices.
Material accounting policies
on pages 167 to 169
Key accounting
matters
The Audit Committee considered key accounting matters, including climate change
reporting, goodwill impairment, acquisition accounting, and termite damage claims
provisioning, in relation to the Company’s financial results for 2023 and 2024.
Significant issues and
judgements on page 117
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 118
External audit
2023 Financial
Statements
The Audit Committee received a report from PwC on the results of the audit of the 2023
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 238
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 118 and 119
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 2024. PwC was
reappointed by the Company’s shareholders at the AGM in May 2024. In February 2025, the
Audit Committee recommended to the Board the reappointment of PwC as external auditor.
External auditor tender and
appointment on page 119
Audit objectives
The Audit Committee considered an update on the key objectives to evolve the quality
of the Group audit in May 2024.
External audit plan and
strategy on page 118
Audit strategy
The Audit Committee considered the audit strategy for the 2024 audit, including the audit
approach, significant risks, and areas of audit focus, scope, and level of materiality.
External audit plan and
strategy on page 118
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 94 and 95
The Audit Committee met five times during the year, with all members
attending all meetings. Full details of the attendance of the members
during 2024 can be found on page 98.
Meetings of the Audit Committee are attended by the Chair of the
Board, the Chief Executive, the Chief Financial Officer, the Director
of Internal Audit & Risk, the Head of Internal Audit & Risk, the Group
Financial Controller, the Group General Counsel & 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 2024, the Committee met with PwC
three times, and met with the Director of Internal Audit & Risk twice
without management present. The Chair of the Audit Committee also
periodically meets other relevant stakeholders. At the Board meeting
following Audit Committee meetings, the Chair 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.
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 these areas and provide constructive
challenge to 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 are available on our website. The Committee’s Terms
of Reference were last updated in February 2025.
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 2025, 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 purposes 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
Activities of the Audit Committee in 2024
Corporate Governance
Rentokil Initial plc
Annual Report 2024
115
Strategic Report
Other Information
Financial Statements
Matters considered
Discussion and outcome
Find out more
Non-audit services
The Audit Committee reviewed and approved the non-audit services and related fees
provided by the external auditor for 2024, and the policy on non-audit services.
External auditor
independence
and objectivity on page 119
External audit fees
The Committee discussed and approved the fee for the 2024 audit.
External auditor
independence
and objectivity on page 119
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 2025
in conjunction with the Board’s strategic review and operating plan for the year.
Internal Audit on page 119
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 119
Deep dive
The Audit Committee received a report outlining key changes introduced by the 2024
Global Internal Audit Standards issued by the Institute of Internal Auditors, their implications
for the Group, and recommendations for their adoption and implementation.
Internal Audit
Charter
The Audit Committee considered and approved the Internal Audit Charter in December
2024, which was last reviewed in December 2023. Changes were made to reflect the
new global standards issued by the Institute of Internal Auditors.
Role of Internal Audit on
page 119
Effectiveness of
Internal Audit
The Audit Committee reviewed and confirmed the effectiveness of the Internal
Audit function.
Internal Audit effectiveness
on pages 119
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 pages
120 and 121
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 pages
120 and 121
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 2023 Annual Report and consideration of those for the 2024 Annual Report.
Principal risks on pages 83
to 89
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
pages 120 and 121
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 2024
was undertaken as part of the meeting in December, including discussion as to any identified
deficiencies.
SOX controls on page 121
Governance and compliance
Regional deep dives
The Audit Committee received and discussed reports from the Regional Finance Directors of
the Europe (incl. LATAM), Asia & MENAT, and UK & Sub-Saharan Africa regions. These provided
details on the financial reporting for the regions and the control environment in the businesses.
The Committee also reviewed a paper relating to the US billing systems, including processes and
controls.
See also Board activities on
page 104
Tax Strategy
The Audit Committee considered and recommended the Group’s 2024 tax strategy for
approval at its meeting in October 2024.
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 & Company Secretary.
Disclosure
Committee oversight
The Audit Committee received a report on the activities of the Disclosure Committee at each
meeting, and reviewed and approved minor changes to the committee’s terms of reference.
Letter of Assurance
The Audit Committee considered a summary of the outcome of the annual Letter of
Assurance review, noting any key 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 120
Legal and
regulatory updates
The Audit Committee received updates on the implementation of measures relating to
Provision 29 of the UK Corporate Governance Code, and updates on the Group’s readiness
under the Economic Crime and Corporate Transparency Act 2023.
Governance and compliance
on page 120
Terms of Reference
The annual review of the Audit Committee’s terms of reference was undertaken, with minor
changes proposed in December 2024. The Terms of Reference were last amended in
February 2025 to incorporate changes under the UK Corporate Governance Code 2024.
The Committee’s Terms of
Reference can be found
on our website
Audit Committee
effectiveness
The Audit Committee undertook its annual review of the effectiveness of the Audit
Committee.
Effectiveness review on
page 121
Audit Committee Report
continued
116
Rentokil Initial plc
Annual Report 2024
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-year 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 2024 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 2024 and early 2025, notably at the review of the interim results,
at the review and agreement of the audit plan for 2024, and as part
of the year-end review and approval process. Please see the section
on assumptions and estimation uncertainties in Material accounting
policies on pages 167 to 169 for further disclosure on estimates
and accounting judgements.
Significant matter
Action taken
Goodwill impairment review
The Group carries material balances for goodwill and acquired
intangible assets, and due to the acquisition programme makes
material additions to these balances each year. The recoverable
amount of these assets is determined based on the higher of value-in-
use calculations, using cash flow projections, and fair value less costs
to sell. Annual impairment tests are primarily based on value-in-use
calculations, which require significant judgements in relation to the
inputs used, including forecast growth rates, operating margins, 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.
The Committee reviewed the results of management’s impairment
tests for intangible assets in December 2024 and February 2025.
The intangible assets were grouped into cash-generating units 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 challenged the key judgements and
assumptions used in the impairment review, including operating
margins assumed in the terminal year. As a result of this review,
the Committee was satisfied that the outcome and sensitivity
analysis were adequately disclosed in Note B2 Intangible assets.
Legacy termite damage claims provisioning
As part of the acquisition of Terminix in October 2022, the Group
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. Management continues to engage a valuation
specialist to support with validation of the provision.
The judgements here should be read in line with the section above
on acquisition accounting.
In December 2024 and February 2025, the Committee reviewed the
accounting for the legacy termite damage claim provision, including
updates to the key assumptions used in the provision modelling.
The Committee reviewed the adequacy of the sensitivity analysis
on page 178 in light of the estimation and judgement involved.
The Audit Committee approved the classification of movements
in the provision as an adjusting item in the Group’s alternative
performance measures, in line with the Group’s policy.
Corporate Governance
Rentokil Initial plc
Annual Report 2024
117
Strategic Report
Other Information
Financial Statements
Other financial reporting matters
Going concern and viability statements
At its meeting in February 2025, 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 2024 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 2024 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 (2025 to 2027) respectively, and how they could
be mitigated. The going concern statement for 2024 can be found on
page 237 and the viability statement for 2024 can be found on page 90.
Fair, balanced, and understandable reporting
During 2024, the Audit Committee undertook a review of the 2023
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 2024 Annual
Report at the Audit Committee meeting in February 2025. The Audit
Committee received a report from management summarising the
process undertaken, which covered, but was not limited to, the
following:
• The Chief Executive provides input to 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 2024 Annual Report can be found on
page 238.
Correspondence with regulatory bodies
In December 2023, the Company received a letter from the US
Securities and Exchange Commission (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.
The Company received no specific correspondence from the FRC in
the period. The areas identified in the FRC’s ‘Key matters for 2024/25
reports and accounts’ publication were reviewed. However, no specific
changes were required to the Company’s accounts as a result.
FRC Minimum Standard
The FRC introduced the ‘Audit Committees and the External Audit:
Minimum Standard’ (the ‘Minimum Standard’) in May 2023, which
operates on a ‘comply or explain’ basis.
The Audit Committee considered an in-depth analysis of the new
requirements in 2023 and the Committee’s Terms of Reference were
updated as a result.
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.
The Committee confirms that the Company has met the requirements
of the Minimum Standard.
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 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 2024.
PwC has been the Group’s external auditor since May 2021. They were
reappointed by shareholders at the 2024 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 with PwC three times without executive management
present and met with the Audit Committee Chair independently nine
times in 2024.
In 2024, 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
programme and the testing of our internal controls.
External audit plan and strategy
In July, PwC presented the 2024 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
plan also included a refined SOX programme, with greater reliance on
management testing and a more precise scope.
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 2025, as detailed on page 121.
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 2023/2024:
The Audit Committee received a verbal update on the results of the
report during the year, noting that PwC’s audit quality remains
consistent, and that the firm has demonstrated good practices and a
commitment to continuous improvement.
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. At the year end,
the Committee reviews the content of the management letter, and over
the year monitors the recommendations made by the external auditor,
including progress against the recommendations.
Annual internal effectiveness survey:
A tailored online questionnaire
covering the overall audit process and the structure and governance
of the external audit team is used annually. The questionnaire is
completed by the Chief Financial Officer, the Director of Internal Audit
& Risk, the Interim Head of Internal Audit & 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.
Audit Committee Report
continued
118
Rentokil Initial plc
Annual Report 2024
At its July meeting, the Audit Committee reviewed the results of the
annual effectiveness survey presented by the Chief Financial Officer,
which highlighted an overall positive response. The Committee
identified key strengths and areas for improvement within the survey
feedback. This discussion led to several actions, including:
strengthening planning processes with regional management;
improving communication strategies for audit plans and timelines;
refining the process for raising and addressing audit requests; and
exploring new approaches to gain deeper insights into business
operations and internal controls during audits.
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 2023 financial year. A similar
process will be undertaken for the 2024 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 2024 were £6m (2023: £8m). Fees
for audit-related assurance services and other non-audit services
incurred during the year amounted to £5m (2023: £3m). The ratio of
non-audit fees to statutory audit fees for the year was therefore 0.8:1
(2023: 0.4:1). The majority of non-audit fees for 2024 related to reporting
on internal financial controls. Further details on audit services can be
found in Note A8 to the Financial Statements on page 179.
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 10
years and will be conducted by no later than 2031 in line with prevailing
best practice. The last external tender was in 2020, with PwC appointed
to undertake the first external audit for the year ended 31 December
2021 following their election as the Company’s auditor at the AGM in
May 2021. 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 2024.
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 2025.
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 Chair 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 2024, the Audit Committee reviewed and approved the
Internal Audit Charter, which defines the purpose, authority, and
responsibility of the Internal Audit function. Changes were made to
reflect the new global standards issued by the Institute of Internal
Auditors. The next planned review of the Internal Audit Charter will
be in 2026.
Internal Audit plan
The 2024 Internal Audit plan was approved by the Audit Committee in
December 2023. The plan is structured to align with the Group’s risk
profile, control environment, and assurance arrangements. The plan for
2024 included a continued focus on IT and SOX testing, exploration of
automated auditing using data analytics, testing requirements for TCFD
and CSRD, and a variety of thematic audits to proactively address
emerging risks.
The common themes arising from the Internal Audit work during 2024
were presented to the Audit Committee in December 2024, 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 used by the Audit Committee and
the Board in their assessment of the adequacy of the Group’s financial
and operational controls environment.
The Internal Audit Plan for 2025, approved by the Audit Committee
in December 2024, includes these key components: country audits,
a continued focus on SOX testing, fraud management, North America
branch audits, preparation for the Internal Audit requirements under
CSRD testing, and continued thematic audits.
Internal Audit effectiveness
The Audit Committee assessed the effectiveness of the Internal Audit
function by reviewing its Internal Quality Assessment. This assessment,
conducted anonymously by stakeholders across the Group, including
business leaders and Audit Committee members, evaluated service
delivery, technical proficiency, and the effectiveness of the Internal
Audit plan through a series of targeted questions.
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.
Corporate Governance
Rentokil Initial plc
Annual Report 2024
119
Strategic Report
Other Information
Financial Statements
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 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.
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.
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 as
required.
Governance
In 2024, the Audit Committee reviewed the alignment of the Group to
Provision 29 of the UK Corporate Governance Code relating to the risk
management and internal control framework, which will apply to
financial years beginning on or after 1 January 2026. The Committee
also considered fraud controls together with the Group’s readiness
under the Economic Crime and Corporate Transparency Act 2023.
The Committee also reviewed proposed amendments to the policy on
Provision of Non-Audit Services by the External Auditor to reflect the
updated FRC Revised Ethical Standard 2024.
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 83 and 84. 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 85 to 89.
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 2024, 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 parts of the business. The Audit Committee
received and discussed reports from the Regional Finance Directors
of the Europe, LATAM, Asia & MENAT, and UK & Sub-Saharan Africa
regions, with other regional updates provided as part of the Board
agenda. This provides a high-level insight for the Audit Committee
on potential risks.
In October 2024, the Audit Committee considered the comprehensive
review undertaken by management and the set of actions to enhance
the financial control environment in North America. The actions included
recommendations from Grant Thornton, who were engaged to perform
an analysis with the support of their specialist accounting team. The
Committee received regular status updates on these actions from the
Chief Financial Officer, and Interim Chief Financial Officer of North
America, which included:
• engagement of additional external resource to support execution
of Grant Thornton’s recommendations, and a focus on control
remediation;
• prioritisation of control operation within the finance team; and
• the recruitment of a permanent Chief Financial Officer for North
America, Aaron Coley, who joined the Group in December 2024.
Audit Committee Report
continued
120
Rentokil Initial plc
Annual Report 2024
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, with repeated distributed denial-of-service
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 are 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 109 for more information on cyber security.
The Audit Committee also receives the minutes of the Group Risk
Committee. The Group Risk Committee comprises 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 2024, some control incidents were experienced, including:
• third-party hosting attack in Brazil. No data was lost and additional
training was provided to colleagues;
• two businesses performed work without authorisation under the
Group’s internal Pink Note process. This was subsequently rectified
and guidance reissued; and
• a vendor fraud incident in the North America region of immaterial scale
to the Group.
The Audit Committee receives regular reports of matters reported via
Speak Up, our internal whistleblowing process. There were 108 control
incidents reported in 2024 (2023: 103). The nature of the matters
reported remain similar to previous years and principally relate to
employee and employment matters, with very few relating to fraudulent
activity. There were no reports made to our Supplier Speak Up line.
SOX controls
At each meeting in 2024, the Audit Committee received an update on
the status of the Company’s SOX programme. The updates included
details regarding progress against the defined plan and design
effectiveness on the specific controls. The updates reviewed both
business process controls and IT governance controls, as well as
progress by specific processes and countries. The updates also
considered 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.
In 2023, the Group identified a material weakness relating to IT general
controls. The Chief Information Officer presented an update to the
Committee at four of the five Committee meetings in 2024 on the
progress of the remediation work.
An in-depth review of the status of our SOX compliance for 2024 was
also undertaken at the December 2024 and February 2025 meetings,
including discussion as to any identified material weakness. For the
2024 financial year, the evaluation of effectiveness of our internal
controls identified no material weakness. The Board and the Audit
Committee reviewed the work completed to remediate the 2023
material weakness relating to IT general controls and are satisfied this
has been remediated.
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 2024 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
In 2024, a review of effectiveness of the Audit Committee was
undertaken using internal questionnaires. The review concluded
that the Audit Committee continues to operate effectively and
is well-integrated into the Board decision-making processes.
Full details of the Board evaluation review, including its outcomes
and actions, are disclosed on page 108.
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
Corporate Governance
Rentokil Initial plc
Annual Report 2024
121
Strategic Report
Other Information
Financial Statements
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 2024.
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.
In October, Brian Baldwin joined the Board as a Non-Executive Director.
He was also appointed a member of the Nomination and Remuneration
Committees. Brian is currently the Head of Research at Trian Fund
Management, L.P., an investment management firm with an investment
of approximately 2.55% in Rentokil Initial plc, and brings extensive
experience in investment analysis and operations, and the US market.
Brian is settling into his role well, bringing additional insight and valuable
challenge as we continue to execute our strategic priorities.
In January 2025, we welcomed Paul Edgecliffe-Johnson to the Board
as Chief Financial Officer. Paul succeeded Stuart Ingall-Tombs, who
retired, stepping down from the Board on 31 December after 17 years
with the Company. Paul brings 25 years of experience in finance and
international businesses, having most recently been Chief Financial
Officer at Flutter Entertainment plc. Given his exceptional track record,
I am confident that Paul will make a significant impact in this role and
prove an excellent addition to the Board.
The Nomination Committee also spent time discussing the North
American Leadership Team to ensure we have the team in place to
execute our strategy for the region. In 2024, we welcomed Rebecca
Charles as our new Chief Marketing Officer and Daniel Tripoli as our
new Chief Operating Officer for the region. We also appointed Aaron
Coley to succeed Jason Coyle as CFO, North America. Following the
announcement in January 2025 of Brad Paulsen stepping down from
his position as CEO, North America, the Nomination Committee will
continue to support the Board and management in reviewing the
pipeline succession for the CEO, North America role. We are delighted
that Alain Moffroid, our Chief Commercial Officer, has accepted the
appointment as the Interim CEO, North America. Alain is a highly
experienced leader at Rentokil, and has extensive experience in both
residential and commercial pest control.
As is its usual practice, the Nomination Committee reviewed succession
planning for our Executive Directors 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 2024 and it is planned that
this engagement will continue in 2025 as part of the Board’s ongoing
practice of meeting with talent from around the world.
Richard Solomons
Chair of the Nomination Committee
Areas of focus in 2024
• Appointment of a new Non-Executive Director
• Embedding of new Audit Committee Chair
• Executive Director and senior management succession planning
and talent development
• Skills, knowledge, experience, and diversity of the Board
Areas of focus in 2025
• Transition to, and embedding of the new Chief Financial Officer
• Appointment of an additional Non-Executive Director
• Executive Director and senior management succession planning
and talent development
• Skills, knowledge, experience, and diversity of the Board
Committee members:
Richard Solomons (Chair)
Brian Baldwin
David Frear
Sally Johnson
Sarosh Mistry
John Pettigrew
Cathy Turner
Linda Yueh
In this report:
• Board recruitment and succession process – page 124
• Senior management succession planning – page 124
• Diversity and inclusion – page 125
Nomination Committee Report
The Nomination Committee continued to
look at future-proofing the Company
through thorough succession planning.
Richard Solomons
Chair of the Nomination Committee
122
Rentokil Initial plc
Annual Report 2024
Role of the Nomination Committee
The Nomination Committee monitors the composition and balance
of the Board and 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 Group General Counsel & 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 2024 and 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 for three scheduled meetings during
the year and full details of members’ attendance during 2024 can be
found on page 98. Members of the Committee also hold discussions
as required outside of the formal meetings, including a number of
unscheduled meetings to consider the appointment of Brian Baldwin
as a new Non-Executive Director and Paul Edgecliffe-Johnson as the
Chief Financial Officer.
The Nomination Committee Chair will seek views in advance from any
member who cannot attend a meeting and provide a briefing on
outcomes. There were only two occasions in the year where a member
was unable to attend. Papers and minutes of the meeting are circulated
to all Nomination Committee members.
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 HR Director. The Group
General Counsel & Company Secretary acts as secretary to the
Nomination Committee.
Nomination Committee effectiveness
The effectiveness of the Nomination Committee was considered as part
of the Board effectiveness review undertaken in 2024, 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 2025, the Nomination Committee will focus on Executive Director and
senior management succession planning, focusing on the depth and
breadth of skills in leaders and key teams globally. Full details of the
Board evaluation review, including its outcomes and actions, are
disclosed on page 108.
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 Company’s 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,
and directors are reminded to at regular points throughout 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 2024, 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 99.
The Nomination Committee considered the following key areas during 2024 and early 2025:
Matters considered
Discussion and outcome
Find out more
Board succession
The Nomination Committee considered succession plans for the Board and
nominated Brian Baldwin and Paul Edgecliffe-Johnson for their respective
appointments.
See page 124 for more
information
Senior management
succession
Senior management succession was considered throughout the year, with a
detailed briefing on talent and succession planning.
See page 124 for more
information
Terms of reference
The Nomination Committee reviewed its terms of reference in December 2024.
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 109 for more
information
Diversity
The Nomination Committee considered diversity-related reporting and targets,
and reviewed the effectiveness of the Board diversity policy.
See pages 125 and 126 for
more information
Conflicts of interest
The Nomination Committee reviewed potential conflicts of interest authorised by
the Board.
See above
Activities of the Nomination Committee in 2024
Corporate Governance
Rentokil Initial plc
Annual Report 2024
123
Strategic Report
Other Information
Financial Statements
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
As detailed in last year’s report, as part of the review of the Directors’
Remuneration Policy, it was proposed to remove the fixed term of
three years subject to annual re-election by shareholders for all
Non-Executive Directors, given that a fixed term appointment was a
legacy construct under old corporate governance codes where annual
re-election was not required. Following the approval of the Directors’
Remuneration Policy at the 2024 AGM, all Non-Executive Directors were
provided with revised letters of appointment, in which the fixed
appointment term had been removed. All Non-Executive Directors
remain subject to annual re-election by shareholders.
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.
Following discussions with Trian Fund Management L.P, Brian Baldwin
was appointed as a Non-Executive Director from 1 October 2024, and a
member of the Nomination Committee and Remuneration Committee.
The process to appoint Brian included interviews with the Chair and the
Chief Executive, and the members of the Nomination Committee, with
consideration also given to the candidate references provided. As Brian
is Head of Research at Trian Fund Management, L.P, a shareholder of
the Company, deliberation was given as to the management of any
potential conflicts of interest. On the recommendation of the
Nomination Committee, the Board determined that Brian was a suitable
appointment, in light of his skills and experience, and was considered
independent. The Nomination Committee gave consideration to Brian’s
independence given his role at Trian Fund Management L.P,
subsequently concluding that it would not impede his independence to
the Board.
The Nomination Committee has also started the process to appoint at
least one further Non-Executive Director with specific experience in US
network-based services industries and/or business-to-consumer digital
marketing. A candidate brief has been prepared, to assist in finding a
suitable candidate.
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 challenge and oversight to the
process, and to support 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 Company has spent additional
time over 2024 strengthening the North American Leadership Team,
with new appointments to the Chief Marketing, Chief Operating, and
Chief Financial roles.
In the second half of 2024, the Nomination Committee undertook a
recruitment process to identify a suitable successor for the Chief
Financial Officer, Stuart Ingall-Tombs. The executive search agency
Egon Zehnder was appointed to support the process. Egon Zehnder
do not have any connections with the Company or any Director that
may impair its independence and is a signatory to the Enhanced Code
of Conduct for Executive Search Firms.
The Nomination Committee worked with Egon Zehnder, with the
support of the Group HR Director, to devise an appropriate candidate
specification. Consideration was given as to the preferred attributes and
experience for the role against the backdrop of the current composition
of the Board, and the strategic priorities for the Group.
A desktop review of possible external candidates was conducted by Egon
Zehnder, in order to evaluate their fit against the role criteria, including the
skills and competencies identified, and our culture. Shortlisted candidates
met with the Chair and the Chief Executive, with the preferred candidate
subsequently being interviewed by the Group HR Director, the Senior
Independent Director, the Audit Committee Chair, the Remuneration
Committee Chair and other members of the Board as appropriate.
Full details of the preferred candidate were provided to the Nomination
Committee, along with feedback from the interview process. Following
deliberation, the Nomination Committee recommended the
appointment of Paul Edgecliffe-Johnson to the Board, to succeed Stuart
Ingall-Tombs as Chief Financial Officer. Stuart retired on 31 December
2024, with Paul joining the Board on 1 January 2025.
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 2024, 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.
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 2024, there were two changes to the ELT, with Alain Moffroid, an
existing member of the ELT, being appointed Chief Commercial Officer
in April 2024, in succession to Gary Booker. Fabrice Quinquenel
succeeded Alain as Managing Director, Europe.
In January 2025 we announced that Alain would become the Interim
CEO, North America, following the departure of Brad Paulsen. The
Nomination will consider permanent succession options to the role
over 2025. Alain’s tenure with the Group, with extensive experience
of both residential and commercial pest control, makes him a highly
experienced leader and excellent candidate to lead the North American
business at this time.
Nomination Committee Report
continued
124
Rentokil Initial plc
Annual Report 2024
Objectives
Outcome in 2024
That the Board comprises at least 40% women by 2028.
30% of our Directors are female (2023: 33.3%).
That at least one of the Chair, Chief Executive, Chief Financial Officer,
or Senior Independent Director is a woman by 2028.
Currently all roles are held by men.
That at least one member of the Board is from a minority ethnic
background.
This was achieved with the appointment of Linda Yueh in 2017 and
exceeded with the appointment of Sarosh Mistry in 2021.
Commitment to a merit-based approach to Board composition within
a diverse and inclusive culture.
Considered as part of all Board appointments, including the
appointments of Brian Baldwin and Paul Edgecliffe-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 2024 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 2024, our ELT and its direct reports (excluding colleagues in
administrative roles) were 28% female (2023: 25%). Approximately 24%
(2023: 23%) of our colleagues are female. The Board receives 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.
35% of those on our regional leadership succession plans are female,
and 40% of those on our functional leadership succession plans are
female.
To provide 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.
The Nomination Committee considered the progress made towards
the priorities identified in relation to talent for 2024. 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 111.
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), 75% and 79% 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 2%.
Promotion rates have also increased, by 6% from 2023 to 72% in 2024,
following recent leadership appointments.
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 based on merit, in an environment
where diversity is encouraged. This enables our colleagues to reflect
the communities and customers they serve, supporting customer
growth and retention.
More information on our approach to DE&I can be found in the
Responsible Business section on page 66 and our Group DE&I 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 143). The reports are available to
view on our website.
Senior leadership diversity reporting under the Companies Act 2006
and the Code
The Group continues to focus on enhancing the diversity of our senior
management, with 28% of senior roles in the business held by women
(2023: 25%). 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 71 females (29%) and 171
males (71%).
Approximately 24% of our colleagues are female (2023: 23%).
During 2024, the gender diversity of our executive committee below the
Board, the ELT, including the company secretary, decreased from 23%
to 17%. This was a result of the Company Secretary leaving the
organisation, and the Group General Counsel, an existing ELT member,
assuming the role of Group General Counsel & Company Secretary.
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 (2024: 15%). 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, based on merit. A summary of our culture and further details on
our colleagues are provided in the Responsible Business section on
pages 65 and 66. You can find details on how the Directors monitor
culture on page 109.
Board diversity objectives
Corporate Governance
Rentokil Initial plc
Annual Report 2024
125
Strategic Report
Other Information
Financial Statements
Board diversity statement under DTR 7.2.8AR
The Board of Directors has adopted a Board DE&I 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 125, 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 Board DE&I policy and
targets were last reviewed and approved by the Board in December
2024.
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.
During 2024, the gender diversity of the Board decreased from
33.3% to 30%. This was a result of the appointment of an additional
Non-Executive Director, Brian Baldwin. Further details on succession
planning can be found on pages 124 and 125.
We were placed 95 in the 2024 FTSE Women Leaders Review for
women on Boards and in leadership in the FTSE 100, published in
February 2025.
at 31 December 2024
Gender
2
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
60%
4
10
83%
Women
3
30%
2
17%
Not specified/prefer not to say
1
10%
Ethnic background
2
White British or other White
(including minority-white groups)
7
70%
4
12
100%
Mixed/multiple ethnic groups
Asian/Asian British
2
20%
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
1
10%
1.
This is the executive committee below the Board (the ELT), which includes the Group General Counsel & 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 Group General Counsel & Company Secretary and held securely
in accordance with the Group’s data protection policies and practices.
Explanation against Listing Rule 6.6.6R
As at 31 December 2024 (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, Chief Executive, Chief Financial Officer, or Senior
Independent Director is female.
The role of the Chief Executive has been held by Andy Ransom for
11.5 years. This position supports the long-term strategic delivery of
the Group and remains subject to considered succession planning.
Stuart-Ingall Tombs had held the role of Chief Financial Officer for
four years, prior to his retirement on 31 December 2024. Following
a thorough selection process, the Board appointed Paul
Edgecliffe-Johnson as his successor. Further details on the recruitment
process can be found on page 124.
Our Chair, Richard Solomons, has held the position since May 2019,
following appointment to the Board in March 2019. This resulted from
a thorough appointment process, as detailed in our 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 we value 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.
Board and executive management diversity
Nomination Committee Report
continued
126
Rentokil Initial plc
Annual Report 2024
Directors’ Remuneration Report
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 2024. 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.
The key areas of focus include:
• the review and subsequent approval of the Directors’ Remuneration
Policy (the Policy) at the AGM in May 2024;
• the review and approval for the terms of the retiring CFO and the
appointment terms of the incoming CFO;
• continuing the integration of the Terminix acquisition; and
• continuing to focus on the remuneration for all colleagues as
cost-of-living challenges continue to impact across the globe.
Policy renewal
Concluding the Policy review, which commenced in 2023, was a key
area of focus in the first half of 2024. The main aim of our Policy was
to ensure that it supports the delivery of our strategy and appropriately
balances incentivisation of the Executive Directors with the interests
of shareholders, employees and the wider community.
We engaged extensively throughout the Policy review with our largest
shareholders, who hold around 50% of our share capital, along with
shareholder representative bodies and proxy agencies. A large number
of our shareholders provided valuable feedback that helped shape
our final proposals. We appreciated the time that was invested by
shareholders and offer our sincere thanks for all the support and advice
we received.
The Policy was approved by 95.07% of shareholders at the AGM on
8 May 2024 and came into effect immediately.
Key decisions in 2024
Context of business performance
It has been a challenging year and performance overall is not yet where
we expect it to be. This is attributable to the challenges experienced in
North America from the more modest organic growth and cost overruns
during the peak pest season which resulted in adjusted Operating Profit
being down 4.2%. However, the International business grew strongly
with Revenue up 8.2% and Adjusted Operating Profit up 5.7%.
Our incentive structures continue to reinforce our strong link between
performance and reward, and therefore, as you would expect, our
overall performance is reflected in the significantly reduced incentive
payments to our Executive Directors.
Notwithstanding the financial results we have made progress against
those areas critical for longer term performance, these include; State of
Service, which increased from 97.8% in 2023 to 98.3% in 2024; and
Customer Retention, which increased from 82.3 to 82.8% (see page 25
for further information). We have also made further strong progress on
our Employer of Choice goals (see pages 65 and 66 for further
information) and Colleague Retention, which increased from 84.2% in
2023 to 86.6% in 2024 (see page 24). Our ability to attract, develop and
retain our frontline colleagues has continued to improve in 2024, with
retention higher across both Service and Sales colleague groups,
particularly in our North America business.
Our share price reduced as a result of our trading update in September,
resulting in our shares finishing lower at the end of the year than at
the start (Share price on 31 December 2024 was 400.8p compared
to 440.8p on 31 December 2023). There is strong alignment of our
senior employee experience with that of shareholders given the
extensive holding of stock across the Group, including our CEO who
holds 16 times his base salary in shares.
Areas of focus in 2024
• Renewal and 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
macroeconomic challenges
Areas of focus in 2025
• Embedding Directors’ Remuneration Policy
• Ensuring pay outcomes appropriately reflect business performance,
management contribution and the experience of stakeholders
• Continue to review wider workforce pay arrangements across
the Group
• The induction of new Committee member, Brian Baldwin
Committee members:
Cathy Turner (Chair)
Brian Baldwin (from 1 October 2024)
David Frear
Sarosh Mistry
Linda Yueh
In this report:
130 Remuneration at a glance
Key headline details on performance and remuneration in 2024
132 Directors’ Annual Remuneration Report – Introduction
Details of the Remuneration Committee and its activities during 2024
134 Directors’ Annual Remuneration Report – 2024
Details of Directors’ remuneration received during 2024
145 Directors’ Annual Remuneration Report – Looking forward
2025
Details of how the Directors’ Remuneration Policy will be
implemented in 2025
148 Directors’ Remuneration Policy
Copy of the Directors’ Remuneration Policy approved at the
Company’s AGM on 8 May 2024
The Remuneration Committee plays a crucial role in
ensuring we have the right Remuneration Policy in
place to recruit, retain and incentivise our Executive
team to achieve our business strategy, as well as
ensuring pay outcomes appropriately reflect
organisational performance, management
contribution and the experience of stakeholders.
Cathy Turner
Chair of the Remuneration Committee
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
127
Directors’ Remuneration Report
continued
Wider workforce engagement
The Committee has continued to consider 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 participate in and support 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 the requirements by the FRC UK Corporate
Governance Code (Code), through initiatives such as Employer of
Choice (see page 111 and pages 65 and 66 for more information).
Salary review
The CEO’s base salary was increased to £1,040,000 and the CFO’s base
salary was increased to £635,000, in July 2024, which comprised a 4%
increase in line with the 2024 increases for management levels in the
UK (UK average increase was 6%), plus an 8% adjustment to align with
the market. As detailed in last year’s report, this increase was the result
of a review undertaken at the same time as the Policy review, and in
consultation with shareholders, due to the increased complexity of the
Group following the Terminix acquisition in October 2022. The review
took into consideration the impact of the changes on the business, and
subsequently on the scope of the role, how the CEO’s and CFO’s skills
and experience has developed since the last review in 2020, and the
appropriate benchmark data. The realignment of reward, weighted to
performance, resulted in the CEO total remuneration benchmarking
to the market median and the CFO at 95% of the median.
Annual bonus outcome
The annual bonus for Executive Directors rewards both Company
and personal performance. Following the Policy review the maximum
opportunity was increased from 180% of salary to 225% of salary.
The Company element is designed to reward sustainable profitable
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 stretching.
The Company element of the scheme for Executives Directors operates
in the same way for all managers, a population of more than 3,400
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
– This element equates to 86.7% of the
potential bonus and is zero given that the profit threshold was not
met. The detail of how the plan operates is as follows: there are two
performance gateways based on profit and cash generation that
must be achieved in order for bonus to be payable for the company
performance metrics. The free cash flow target was achieved,
but the profit target was not achieved.
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 an extremely
demanding year, particularly with regard to the significant workload
related to the integration of Terminix, and wanted to recognise the
overall progress that has been made this year. With this in mind, both
the CEO, Andy Ransom, and CFO, Stuart Ingall-Tombs, were awarded
a performance rating of 3. These assessments are set out on page 136
of the report and demonstrate the good personal performance both
executives have delivered during a challenging year for the Company.
This rating would result in a bonus of 15% of salary, which equates to
6.7% of the maximum overall bonus opportunity. However, the CEO
and CFO, in agreement with the Remuneration Committee and Board,
did not feel that it was appropriate that a bonus be paid given the
overall financial performance for the year. As such, no bonus will be
payable to the CEO and the CFO in relation to the 2024 financial year.
Total bonus outcome
– No bonus was payable to either Andy Ransom
or Stuart Ingall-Tomb for 2024. See pages 135 and 136 for a breakdown
of the targets and calculation as well as details of the personal
performance review.
Performance Share Plan (PSP) vesting
2021 PSP
During 2024, the PSP award granted in 2021 came to the end of its
three-year performance period. The vesting level of the award was
dependent on six performance conditions and the vesting level of 48.7%
was in line with the estimates included in the 2023 Annual Report.
2022 PSP
The 2022 PSP is due to vest on 4 March 2025 and performance will be
measured against six performance conditions. Based on estimates, the
TSR element is not expected to vest and the vesting level of the award
is expected to be 32.6%. The level of vesting is the formulaic outcome
with no discretion applied. See page 137 for a breakdown.
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.
The Committee also satisfied itself that there had been no windfall
gains.
2024 PSP grant
In March 2024, the Committee awarded the Executive Directors’ PSP
awards in line with the limits approved in the Policy, with the CEO
receiving an award of 375% of salary and the CFO receiving an award
of 300%. As disclosed in the Director’s Remuneration Policy, a top-up
grant was awarded in September 2024 to reflect the increase in salaries
from 1 July 2024. See page 138 for full details.
Due to the reduction in the share price since the 2023 award, the
Committee carefully considered if awards should be scaled back.
Following the review the Committee determined that the awards should
be made in full, as the share price at grant was not materially lower than
the prior year. When the award vests, the Committee will, as usual,
determine whether the formulaic outcomes reflect performance
delivered and the shareholder experience over the period.
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.
2024
No discretion was applied
2025
2024 annual bonus
The CEO and CFO, in
conjunction with the
Remuneration Committee and
Board, determined that no
bonus should be payable for
the personal element of the
2024 bonus. Discretion was
applied to reduce it to zero.
128
Rentokil Initial plc
Annual Report 2024
Strategic alignment of pay
Ensuring that our remuneration supports the delivery of the business
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 combining both financial and non-financial outcomes, for example
the inclusion of colleague, customer and health, safety & 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,
and a demanding year, the Committee is comfortable that overall,
it operated as intended in terms of Company performance and the
quantum payable to the Executive Directors for 2024.
Director change
Brian Baldwin was appointed to the Board as a Non-Executive Director
on 1 October 2024 and was appointed to the Remuneration Committee
on the same date.
Looking forward to 2025
Director changes and CFO transition
On 25 November 2024 we announced that Paul Edgecliffe-Johnson
would join the Board as Chief Financial Officer on 1 January 2025,
succeeding Stuart Ingall-Tombs, who is retiring and stepped down
from the Board on 31 December 2024. To facilitate an orderly transition
Stuart is expected to remain an active employee until 28 February 2025
and be available to the Company until the end of his notice period on
24 November 2025. He will be treated as a good leaver, which is the
default treatment for retirement and the Remuneration Committee
agreed this was appropriate. These arrangements are in line with
our approved Remuneration Policy and further details are set out
on page 139.
The Committee determined that Paul’s starting salary should be
£775,000. This reflects his extensive experience and aligns with the
external market rate for a CFO with over 10 years in the role. Paul will
participate in the 2025 annual bonus and LTIP in line with the
Remuneration Policy
Base salary
Our annual pay review will take place mid-year and be effective from
1 July. Any salary increase awarded to the CEO is likely to be modest
and in line with senior leader pay increases which will be lower than
the wider workforce, as we tend to focus our pay review budgets at our
frontline. The new CFO’s pay will not increase in 2025 and will next be
reviewed in 2026 (see page 145 for further details). Stuart Ingall Tomb’s
salary will not be increased.
Annual bonus
The CEO and CFO, Paul Edgecliffe-Johnson, will be eligible for a
maximum opportunity of 225% of salary in line with the approved policy.
A maximum of 195% of base salary will continue to be subject to
Company performance and up to 30% of base salary linked to personal
performance. The Company element will be based on the achievement
of Revenue, Adjusted Operating Profit and North America Organic
Revenue Growth targets, and subject to the achievement of profit and
cash gateways. See page 145 for full details. Stuart Ingall-Tombs will also
be eligible to be considered for a pro-rata bonus for 2025 (see page 139
for details).
Under the Policy, the thresholds for the Company element can be set
at up to 20% of the maximum opportunity, our practice to date having
been 10%. A review has been undertaken to compare our practice to
other FTSE companies and as a result we have decided to adopt a
threshold opportunity of 20% of the maximum for 2025 and beyond.
The Committee believes that there is an appropriate amount of stretch
in the threshold target to justify this level of payout and also concluded
that the bonus payout level for target performance shall remain at 50%
of maximum with a straight line payout curve between threshold to
maximum. There is no change to the payment curve for the personal
performance element.
PSP grants
We expect the 2025 PSP awards for the CEO and new CFO, Paul
Edgecliffe-Johnson of 375% and 300% respectively to be made during
March 2025 (see page 146 for details). Stuart Ingall-Tombs will not be
eligible for an award.
In conclusion
Finally, I would like to thank our shareholders again for their support
of our new Policy, and its application and to our colleagues for their
continued hard work and dedication through a challenging 2024.
I hope you find the information in this report useful, that it clearly
explains the remuneration approach taken by the Company and
enables you to understand how it links to our performance, business
strategy and results.
I welcome any comments you may have.
Cathy Turner
Chair of the Remuneration Committee
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
129
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.
2024 implementation
– The base salaries were reviewed at the
same time as the Policy review and a market alignment of 8%
was applied in addition to the salary increase of 4% in line with
the 2024 increases for management levels in the UK. The typical
increases received by the wider workforce in the UK were 6%.
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.
2024 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 2024:
• Car allowance
• Life assurance
• Family healthcare insurance
• Permanent health insurance
Andy Ransom
Chief Executive
2024
£1,040,000
2023
£928,288
12
%
increase
Andy Ransom
Chief Executive
3
%
Pension contribution during 2024
Stuart Ingall-Tombs
Chief Financial Officer
2024
£635,000
2023
£566,500
12
%
increase
Stuart Ingall-Tombs
Chief Financial Officer
3
%
Wider workforce
(UK) increases
Frontline
4-8%
Other colleagues
and managers
4%
Senior managers
4%
ELT
4%
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 2024 and 2023, 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
2024
984.1
19.2
29.5
0
877.1
1,909.9
2023
914.8
19.1
27.4
981.0
1,358.2
3,300.5
Stuart Ingall-Tombs
Chief Financial Officer
2024
600.8
16.8
15.8
0
441.0
1,074.4
2023
558.3
16.8
14.7
598.6
483.0
1,671.4
Revenue Growth
(at CER)
+
3.9
%
2024
2023: +45.8%
2022: +19.4%
Adjusted Operating
Profit (at CER)
4.2
%
2024
2023: +57.0%
2022: +23.3%
Total Shareholder
Return (three-year)
24.0
%
Estimate to 31 December
2024 (PSP performance
period ends 2 March
2025)
Adjusted Free Cash
Flow Conversion
86.8
%
1 January 2022 to
31 December 2024
Organic
Revenue Growth
+
4.4
%
Cumulative average
1 January 2022 to
31 December 2024
Our performance
130
Rentokil Initial plc
Annual Report 2024
Performance Share Plan 2022-2025 vesting
The bar chart compares the estimated value of the 2022 PSP and
value of the 2021 PSP included in the 2024 and 2023 single figures and
shows how share price growth has influenced the value of the award.
PSP 2022-2025
Weighting
Estimated
vesting level
TSR
50%
0.0%
Organic Revenue Growth
15%
0.0%
Adjusted Free Cash Flow Conversion
15%
12.6%
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
32.6%
PSP value (£’000)
Policy summary
– Bonus opportunity of 225% of base annual salary,
with a maximum opportunity of 195% for Company performance and
30% for personal performance, which operate independently.
Deferral of 50% of bonus into shares, with a minimum three-year
holding period.
2024 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.
Policy summary
– 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.
2024 implementation
– The Committee granted the CEO and
CFO awards in line with the Policy, with the CEO receiving an
award of 375% of salary and the CFO receiving an award of 300%.
A second top-up grant was awarded in September 2024 following
the approval of the Directors’ Remuneration Policy to reflect the
increase in salaries from 1 July 2024.
Andy Ransom
Chief Executive
Bonus targets and outcomes
Andy Ransom
Chief Executive
Company performance
0% / £0
Personal performance
0% / £0
2024 outcome
0% / £0
Stuart Ingall-Tombs
Chief Financial Officer
Company performance
0% / £0
Personal performance
0% / £0
2024 outcome
0% / £0
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.
2024 implementation
– The pie chart shows the performance
measures for the 2024 grant.
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%
2023 grant
375%
2
024 grant
Policy maximum
300%
300%
2023 grant
300%
2
024 grant
2024
877.1
1,358.2
2023
A
B
C
D
Maximum
Threshold
Adjusted Operating Profit
(38.5% of bonus)
892.5
859.6
986.4
Maximum
Threshold
On target
Revenue
(38.5% of bonus)
5,568.5
5,586.7
5,681.0
Maximum
Threshold
On target
North America Organic
Growth (12.8% of bonus)
2.22%
1.5%
4.28%
Maximum
Threshold
On target
North America net
synergies (10.2% of bonus)
$40m
$25m
$52m
On target
Find out more on pages 135 and 136
Find out more on page 138
Find out more on page 138
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
131
Directors’ Annual Remuneration Report – Introduction
Introduction
The Annual Remuneration Report has been split into three sections for
ease of reference. This introductory section provides an overview of the
Remuneration Committee and the activities undertaken during the year.
The second section, from page 135, provides an explanation of how the
current Directors’ Remuneration Policy was implemented in the year
ended 31 December 2024 and shows the alignment between the
Company’s strategy, remuneration framework, and performance, as well
as the payments made to Directors during this period. The final section,
from page 145, provides an overview of how the Policy will be applied
in 2025. For reference, a copy of the Policy approved at the May 2024
AGM is included at the end of the report.
Remuneration Committee responsibilities
The Remuneration Committee’s main responsibilities are developing and
setting the Directors’ Remuneration Policy and overseeing its application.
It determines and agrees the policy with the Board and approves
individual remuneration arrangements for the Chair, Executive Directors
and members of the Executive Leadership Team (ELT). 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 and members of the ELT 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 2024 were: Cathy Turner
(Chair), Brian Baldwin (from 1 October 2024), David Frear, Sarosh Mistry
and Linda Yueh.
There were five Remuneration Committee meetings held in 2024,
which is in line with the number of meetings held in 2023. 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 & Company Secretary, 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
Chair also attends meetings and makes recommendations in relation to
the remuneration and incentive arrangements for the Chief Executive.
The Chief Executive attends meetings and makes recommendations
in respect of remuneration arrangements for his direct reports.
No Executive Director or member of the ELT is present when their
own remuneration is under consideration.
The Remuneration Committee members have a broad and diverse
set of skills and knowledge that, when combined, bring the necessary
level of experience and know-how to ensure that remuneration matters
are dealt with in a balanced, independent, and informed manner.
No member of the Remuneration Committee has any personal financial
interest in the matters to be decided by the Remuneration Committee,
other than as a shareholder.
No member of the Remuneration Committee has any conflict of interest
in carrying out their role on the Remuneration Committee arising from
other directorships, nor does any member participate in any of the
Company’s incentive or pension arrangements or have any involvement
in the day-to-day running of the Company.
In order to avoid any conflict of interest, remuneration is managed
through well-defined processes, ensuring no individual is involved
in the decision-making process related to their own remuneration.
The Remuneration Committee also receives support from external
advisors and evaluates the support provided by those advisors annually
to ensure that advice is independent, appropriate, and cost-effective.
Remuneration Committee effectiveness
The Remuneration Committee undertook a review of its performance
during the year as part of the broader Board evaluation as detailed on
pages 108. The review concluded that the Remuneration Committee
continued to operate effectively. The findings demonstrate that
Committee performance continues to be considered effective in 2024
in terms of the management of meetings, the quality of the content
and information provided to the Committee from internal or external
advisors, and in the Committee’s work to undertake its duties.
In 2024, the Remuneration Committee focussed 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.
The key area of focus for the Committee in 2025 will be continuing to
embed the new Directors’ Remuneration Policy, ensuring that the
measures used to determine performance remain appropriate, the
ongoing integration of the Terminix acquisition, and 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.
External advisors
Material advice and/or services were provided to the Remuneration
Committee during the year by FIT Remuneration Consultants LLP (FIT)
and Willis Towers Watson (WTW), who were appointed on 1 September
2024 following a thorough review process. Both advisors were retained
to provide independent advice on executive remuneration matters and
on the Company’s long-term incentive arrangements. Both FIT and
WTW are members of the Remuneration Consultants Group and adhere
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 £3,721 and by WTW were £64,140 and were
accrued on a time and materials basis. FIT and WTW do 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 and the vote on the Directors’ Remuneration
Policy at the 2024 AGM are shown in the tables below.
Remuneration Report voting results
Votes for
2,015,653,147
Percentage for
97.96%
Votes against
42,028,122
Percentage against
2.04%
Total votes cast
2,057,681,269
Votes withheld (abstentions)
62,003,350
Remuneration Policy voting results
Votes for
2,014,400,119
Percentage for
95.07%
Votes against
104,517,698
Percentage against
4.93%
Total votes cast
2,118,917,817
Votes withheld (abstentions)
761,093
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.
132
Rentokil Initial plc
Annual Report 2024
In 2024, 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 2024, bonus
outcomes for 2023, bonus structure for 2024, and the 2024 PSP awards and targets for
the Executive Directors, taking into consideration the wider workforce.
See pages 134 to 139
for more information
ELT remuneration
The Remuneration Committee considered and approved base salaries for 2024, bonus
outcomes for 2023, bonus structure for 2024, and the 2024 PSP awards and targets for
the members of the ELT, taking into consideration the wider workforce.
2021 Performance
Share Plan (PSP) vest
The Remuneration Committee approved the vesting of the 2021 PSP awards as a result
of the performance measures being met at 48.69% of maximum.
2024 PSP award
The Remuneration Committee approved the PSP grant in March 2024 and its performance
conditions, and subsequently noted a summary of the grants made under the PSP.
See page 138 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 and ELT members.
See pages 135 and 136
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.
Executive Director
appointments and
terminations
During 2024, the Remuneration Committee approved the remuneration for the
appointment of the new Chief Financial Officer and the retirement terms for the previous
incumbent.
See pages 139 for more
information
ELT appointments and
terminations
During 2024, the Remuneration Committee approved the remuneration for the
appointment of the new Chief Commercial Officer and Regional Managing Director,
Europe, and the exit of the Chief Marketing, Innovation and Strategy Officer.
Shareholder
engagement
The Remuneration Committee engaged with shareholders on the new Directors’
Remuneration Policy and considered the feedback received.
2024 Directors’
Remuneration Policy
The Remuneration Committee considered and agreed the structure and content of
the new Policy that was taken forward for shareholder approval at the 2024 AGM.
See pages 148 to 153
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 108
Corporate governance
and proxy voting
guidelines
The Remuneration Committee received an update during 2024 on changes in corporate
governance and proxy voting guidelines.
Gender Pay Report
The Remuneration Committee considered and recommended the 2023 Gender Pay
Report for approval by the Board in February, which was published in March 2024.
Read about diversity on
page 66. 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 2023 Annual Report.
Available on our website
Annual planner
The Remuneration Committee considered the annual planner for 2025.
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.
Activities of the Remuneration Committee
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
133
Directors’ Annual Remuneration Report – 2024
Directors’ remuneration in the year to 31 December 2024
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
2024
984.1 
19.2 
29.5 
1,032.8 
0.0 
877.1 
877.1 
1,909.9 
(245.1)
−28.0%
2023
914.8 
19.1 
27.4 
961.4 
981.0 1,358.2 
2,339.2 
3,300.5 
(83.5)
−6.1%
Stuart Ingall-Tombs
,
Chief Financial Officer
2024
600.8 
16.8 
15.8 
633.4 
0.0 
441.0 
441.0 
1,074.4 
(123.3)
−28.0%
2023
558.3 
16.8 
14.7 
589.8 
598.6 
483.0 
1,081.6 
1,671.4 
(21.7)
−5.0%
Notes to the table
The notes below have been audited.
Base salary
• Base salary earned from 1 January to 31 December for each year.
• From 1 July 2024, Andy Ransom and Stuart Ingall-Tombs received a
12% increase in salary, of which 4% was in line with the 2024 increases
for management levels in the UK, and 8% was an adjustment to align
with the market.
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 benefits include the P11D value for health
insurance and the gross cash car allowance. There were no other
taxable benefits paid to Executive Directors in 2023 or 2024.
Pension
• Andy Ransom and 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 2023, 40% of the individual’s bonus entitlement was awarded as
deferred shares and in 2024 this was increased to 50%. These awards
are subject to a three-year holding period, but are not subject to
performance or service conditions.
• For 2024, Andy Ransom received 0% of salary and Stuart Ingall-Tombs
received 0% of salary. See pages 135 and 136 for details of the 2024
bonus calculation.
PSP
• The 2024 single total figure includes the 2022 PSP, which is due to
vest in March 2025. The value of the 2022 PSP at vest has been
estimated based on the average of the Company’s share price over
the last financial quarter of 2024, giving a price of 388.9p, and the
anticipated performance outcomes, giving a vesting level of 32.6%.
See page 137 for details.
• The actual value of the 2022 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 2021 PSP estimate included in the 2023 single figure has been
restated. The award vested at 48.7%, which was in line with the
estimate provided in last year’s report. The value has been restated to
reflect the actual share price at the date of vesting on 30 March 2024
of 471.0p, and the impact of dividend accrual. This has reduced the
value of the PSP outcome.
Value attributed to share price changes
• The PSP value included in the 2024 single figure has an estimated
share price decline of 108.7p per share attributed to it (estimated share
price of 388.9p less share price at grant of 497.6p), which is -28.0% of
the PSP value.
• The PSP value included in the 2023 single figure comprises two
awards in March and May 2021. The March grant had a share price
decline of 23.4p per share (share price at vest of 471.0p less share
price at grant of 494.4p), which is -5.0% of the PSP value. The May
grant had a share price decline of 43.7p per share (share price of
424.8p less share price at grant of 468.5p), which is -10.3% of the
PSP value.
Single
figure
Share price
on grant
Estimated
share price
at vest
Share price
change
March 2022 award
2024
497.6p
388.9p
-108.7p
March 2021 award
2023
494.4p
471.0p
-23.4p
May 2021 award
2023
468.5p
424.8p
-43.7p
• The table below summarises the value of the 2022 and 2021 PSP vests
split between value attributed to performance and value attributed to
share price change for the Executive Directors (see page 138 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
04/03/2022
1,122.2
-245.1
877.1
23/03/2021
1,109.0
-149.4
959.6
18/05/2021
332.7
-31.0
301.7
2021 total
1,441.8
-83.5
1,358.2
Stuart Ingall-Tombs
,
Chief Financial Officer
04/03/2022
507.0
-24.0
483.0
23/03/2021
564.3
-123.3
441.0
• 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 141.
134
Rentokil Initial plc
Annual Report 2024
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 195% of salary
if the Company financial targets were 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 225% of salary and
50% of any bonus earned will be deferred into shares for three years.
2024 Annual bonus outcome
The Remuneration Committee reviewed the 2024 bonus plan outcome for
the Group’s senior management population based on the targets set at the
start of the financial year.
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.
The table below shows the targets that were set for each gateway
measure and the result.
Target
£’000
Result
£’000
Adjusted Operating Profit Gateway
892.5 
859.6 
Adjusted Free Cash Flow Gateway
385.0 
438.8 
Outcome
The Free Cash Flow gateway was achieved, but the Profit gateway was
not achieved, which means no bonus is payable under the Company
element.
Company performance
If both the gateways are achieved, then Executive Directors can earn up to
195% of salary based upon the achievement of financial metrics. For 2024,
the Committee determined that the uplift in bonus opportunity, approved
as part of the Policy review, would be aligned to the delivery of Organic
Revenue Growth and integration synergy targets in our North America
business. The remainder of the bonus opportunity was split equally
between delivery of profit and revenue targets.
The table below shows how the bonus opportunity for Company
performance was split.
Metric
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%
Targets and results
As the profit gateway was not achieved, no bonus is payable under the
Company element.
The tables below detail the targets set and the performance against
these targets for each of the Company performance metrics. The tables
also includes the percentage of the maximum bonus that can be
achieved for each target level and the percentage of salary payable.
Revenue
Threshold
On-target
Maximum
Result
Targets £‘000
5,568.5 
5,624.8 
5,681.0 
5,586.7 
Targets as % of on-target
99%
100%
101%
99.3%
% of maximum
opportunity achieved
10%
50%
100%
0.0%
% of base salary payable
7.5%
37.5%
75.0%
0.0%
Adjusted Operating Profit
Threshold
On-target
Maximum
Result
Targets £’000
892.5 
939.4 
986.4 
859.6 
Targets as % of on-target
95%
100%
105%
91.5%
% of maximum
opportunity achieved
10%
50%
100%
0.0%
% of base salary payable
7.5%
37.5%
75.0%
0.0%
NA Organic
Revenue Growth
Threshold
On-target
Maximum
Result
Targets £’000
2.22% 
3.25%
4.28%
1.5%
% of maximum
opportunity achieved
10%
50%
100%
0%
% of base salary payable
2.5%
12.5%
25.0%
0%
NA Integration
Net Synergies
Threshold
On-target
Maximum
Result
Targets £’000
$40m
$46m
$52m
$25m
% of maximum
opportunity achieved
10%
50%
100%
0%
% of base salary payable
2.0%
10.0%
20.0%
0%
Outcome – company performance
The table below brings together the bonus outcomes for each element to
give the total bonus payable as a percentage of the maximum opportunity
and as a percentage of base salary. As the profit gateway was not
achieved, no bonus is payable under the Company element.
% of
maximum
opportunity
achieved
% of base
salary
payable
Revenue
0.0%
0.0%
Adjusted Operating Profit
0.0%
0.0%
North America Organic Revenue Growth
0.0%
0.0%
North America Integration Net Synergies
0.0%
0.0%
Bonus outcome
0.0%
0.0%
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
0.0%
0.0 
Stuart Ingall-Tombs
0.0%
0.0 
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.
Results and outcome
The assessment of the performance ratings, by the Chair for the Chief
Executive and by the Chief Executive for the Chief Financial Officer, took
into account their key achievements during 2024. 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%
156.0
Stuart Ingall-Tombs
3
15%
95.3
See the tables 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 and details of the performance
rating scale, along with the Committee’s rationale.
Annual bonus 2024
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
135
Directors’ Annual Remuneration Report – 2024
continued
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
• Achieved world-class performance in LTA and WDL, with LTA
improving 6.5% to 0.29 and WDL improving 11.3% to 6.25.
• Recognised externally with RoSPA Gold Award.
• Increased global colleague retention by 2.4% to 86.6%, service
technician retention by 2.4% to 85.6%, and sales colleague
retention by 4.6% to 82.0%.
• Created strong succession for the Finance function through the
appointment of external hires into key roles and successfully
managed the development of the internal candidate to succeed
the Group Tax Director on his planned retirement.
• Drove finance upskilling and supported in the scoping of Finance
and Commercial training development for all colleagues.
• Supported the process for his own succession.
Customer
• Customer retention improved by 0.5% to 82.8% with Customer
Voice Counts survey (NPS) improving strongly from 50.8 to 51.8.
• State of Service was strong at 98.3%.
• 5 Star reviews have increased significantly following global focus
on this key area.
• Customer retention improved to 82.8% with Customer Voice
Counts survey (NPS) improving strongly from 50.8 to 51.8.
• Launched Year of the Customer focus and created NA Growth
Scorecard including key customer metrics.
Revenue
• Delivered increase in Revenue of 3.9% over previous year of
which 2.8% was organic growth.
• Delivered solid performance in our International business which
saw Revenue growth of 8.2%, of which 4.7% was Organic
Revenue growth.
• Delivered increase in Revenue of 3.9% over previous year of which
2.8% was organic growth.
• Delivered solid performance in our International business which
saw Revenue growth of 8.2%, of which 4.7% was Organic Revenue
growth.
Adjusted
Operating
Profit
• Adjusted Operating Profit was down 4.2% overall due to a 7.1%
reduction in North America, but up 5.7% in our International
business.
• Adjusted Operating Margin of 15.4%.
• Strong progress in delivering pricing increases to offset the
impact of inflation on our cost base.
• Adjusted Operating Profit was down 4.2% overall due to a 7.1%
reduction in North America, but up 5.7% in our International
business.
• Adjusted Operating Margin of 15.4%.
• Strong progress in delivering pricing increases to offset the impact
of inflation on our cost base.
Cash and
liquidity
• Delivered Strong Adjusted Free Cash Flow Conversion of 80.0%.
• Delivered Net Debt to adjusted EBITDA of 2.7x.
• Maintained a BBB rating with a stable outlook with S&P and Fitch.
• Delivered Strong Adjusted Free Cash Flow Conversion of 80.0%.
• Delivered Net Debt to adjusted EBITDA of 2.7x.
• Maintained a BBB rating with a stable outlook with S&P and Fitch.
M&A
• 36 acquisitions completed in 2024 with revenues of c.£140m in
the year prior to purchase.
• 36 acquisitions completed in 2024 with revenues of c.£140m in the
year prior to purchase.
Earnings
and returns
• Improved approach to shareholder engagement through being
more proactive and increasing time spent with prospective
shareholders.
• ROCE for 2024 was 6.52%.
• Positive reaction from shareholders to improvements in external
reporting, making it clearer and more concise.
• ROCE for 2024 was 6.52%.
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
1: Below standards required
2: Development required
3: Good performer
4: Exceeds expectations
5: Outstanding
Meaning of definition
Has not delivered against
performance criteria
Has met some but
not all performance
criteria
Meets agreed
performance
Meets and exceeds
expectations against
most aspects
Outstanding
achievement
against all criteria
Bonus opportunity as
a % of base salary
0%
0%
15%
22.50%
30%
Application of discretion
The Committee recognises that this has been an extremely demanding year, particularly with regard to the significant workload related to the integration
of Terminix, and wanted to recognise the overall progress that has been made this year. With this in mind, both the Chief Executive, Andy Ransom, and
Chief Financial Officer, Stuart Ingall-Tombs, were awarded a performance rating of 3. The assessments are set out in the table above and demonstrate
the good personal performance both executives have delivered during a challenging year for the Company. This rating would result in a bonus of 15%
of salary, which equates to 6.7% of the maximum overall bonus opportunity. However, the Chief Executive and Chief Financial Officer, in agreement with
the Remuneration Committee and Board, did not feel that it was appropriate that a bonus be paid given the overall financial performance for the year.
As such, no bonus will be payable to the Chief Executive and the Chief Financial Officer in relation to the 2024 financial year.
Total bonus outcome
The table shows the total bonus outcome for each Executive Director. If a bonus is payable, 50% of the outcome achieved will be deferred in shares
under the Deferred Bonus Plan (DBP). These awards are subject to a three-year holding period, but are not subject to any further performance or service
conditions.
£’000
Company
element
Personal
element
Total bonus
outcome achieved
Bonus outcome
payable in cash
Bonus outcome
deferred in shares
Total bonus outcome as %
of maximum opportunity
Andy Ransom
Bonus payable
as a % of salary
0%
0%
0%
0%
0%
0%
Bonus payable
£0 
£0 
£0 
£0 
£0 
£0 
Stuart Ingall-Tombs
Bonus payable
as a % of salary
0%
0%
0%
0%
0%
0%
Bonus payable
£0 
£0 
£0 
£0 
£0 
£0 
136
Rentokil Initial plc
Annual Report 2024
This section has been audited.
The PSP is the Company’s long-term incentive plan which the Executive Directors, ELT, and more than 1,300 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 50%
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. The results of this review were reported in last year’s report, with the exception of changes to targets for the
2022-2025 Sales & Service colleague retention and customer satisfaction metrics. No revisions were made to the customer satisfaction target and
the change to the Sales & Service colleague retention metric is shown in the table below.
Threshold
Target
Maximum
Original
79.0%
81.5%
84.0%
Revised
75.5%
78.0%
80.5%
2022 PSP award
The 2022 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
04/03/2022 to 03/03/2025
Organic Revenue
Growth
15%
Average Organic Revenue Growth over the three-year performance
01/01/2022 to 31/12/2024
Adjusted Free Cash
Flow Conversion
15%
Adjusted Free Cash Flow Conversion % over a three-year performance period
01/01/2022 to 31/12/2024
Sales and Service
colleague retention
6.7%
Average of the 2022, 2023, and 2024 annual overall Sales and Service
colleague retention
01/01/2022 to 31/12/2024
Customer
satisfaction
6.7%
Average of the 2022, 2023, and 2024 annual CVC score over the three-year
performance period based on NPS methodology
01/01/2022 to 31/12/2024
Vehicle fuel
intensity
6.7%
Reduction in vehicle fuel intensity across 20 key countries achieved by the end
of the three-year performance period
01/01/2022 to 31/12/2024
2022 PSP vesting level
The Remuneration Committee 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, the Committee decided that
the formulaic outcomes take account of financial performance being below expectations and the non-vesting of the TSR element and the reduction
in share price over the period aligned the experience with shareholders over the three-year performance period.
In addition, the Committee thoroughly evaluated 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.
Following the above reviews, the Committee has not applied discretion to the estimated outcome of the vesting.
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 2022 award is measured over a three-year period ending during the 2025 financial year. The TSR
element of the award is therefore estimated using the TSR performance of the Company and comparator group to the end of December 2024.
The table below summarises the outcomes for each of the performance conditions.
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 120 of 167
Estimate
0%
Estimate
0%
Organic Revenue Growth
4.5%
5.0%
5.5%
4.4%
0.0%
0.0%
Adjusted Free Cash Flow Conversion
70.0%
80.0%
90.0%
83.5%
84.1%
12.6%
Sales and Service colleague retention
75.5%
78.0%
80.5%
83.6%
100.0%
6.7%
Customer satisfaction
44.0
46.0
48.0
49.1
100.0%
6.7%
Vehicle fuel intensity
4.0%
6.0%
8.0%
13.0%
100.0%
6.7%
Total
32.6%
1.
This estimate will be restated in next year’s Annual Report to reflect actual performance.
Performance Share Plan (PSP) and Deferred Bonus Plan (DBP) awards
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
137
Directors’ Annual Remuneration Report – 2024
continued
2022 PSP awards vesting
Andy Ransom was granted an award of shares worth 375% of base salary and Stuart Ingall-Tombs was granted an award 300% of base salary
in March 2022. The aggregate number of shares estimated to vest in 2025 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 2024
of 388.9p. The Remuneration Committee has not exercised any discretion.
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
659,415
32.6%
215,035
10,487
225,522
877,055
−245,142
−28.0%
Stuart Ingall-Tombs
331,592
32.6%
108,132
5,273
113,405
441,032
−123,271
−28.0%
PSP awards granted during the year
In March 2024, the Committee awarded the Executive Directors’ PSP awards at the Policy levels, with Andy Ransom receiving an award of 375% of
salary and Stuart Ingall-Tombs receiving an award of 300%. A second top-up grant was awarded in September 2024 following the approval of the
Directors’ Remuneration Policy to reflect the increase in salaries from 1 July 2024.
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%
4.0%
4.5%
5.0%
Adjusted Free Cash Flow Conversion
15%
75%
85%
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 2024 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.
2024 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
26/03/2024
750,556
463.8p
3,481,079
375%
26/03/2027
25/03/2027
03/09/2024
87,347
479.6p
418,916
375%
03/09/2027
02/09/2027
Stuart Ingall-Tombs
26/03/20224
366,429
463.8p
1,699,498
300%
26/03/2027
25/03/2027
03/09/2024
42,848
479.6p
205,499
300%
03/09/2027
02/09/2027
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 25 March 2027 and to 2 September 2027 for the September award. The other
performance conditions will be measured over three years to 31 December 2026.
138
Rentokil Initial plc
Annual Report 2024
DBP awards granted during the year
On 21 March 2024, 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 2023 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 2024 DBP are set out in the table below.
2024 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
21/03/2024
83,221
471.5p
392,387
21/03/2027
Stuart Ingall-Tombs
21/03/2024
50,786
471.5p
239,456
21/03/2027
1.
The share price is the closing share price the day prior to grant.
Payments for loss of office (audited)
Retirement of Stuart Ingall-Tombs
Following the announcement of the retirement of Stuart Ingall-Tombs on 25 November 2024, he stepped down from the Board on 31 December
2024. To facilitate an orderly transition he is expected to remain an active employee until 28 February 2025 and be available to the Company until
the end of his notice period on 24 November 2025. He will be treated as a good leaver, which is the default treatment for retirement and the
Remuneration Committee agreed was appropriate to apply. His leaving terms are in line with the Directors’ Remuneration Policy and consist of:
• his salary, pension and car allowance will be paid up to the end of his notice period of 24 November 2025 and will continue to be paid on a monthly
basis. In total he will receive £635,000, £16,740, and £15,180 respectively over the 12 month’s notice period;
• he will continue to receive contractual benefits during his notice period, including annual leave, family medical insurance, life assurance, and
permanent health insurance;
• he will be eligible for a bonus of a maximum of 225% of base salary for the 2025 financial year on a pro-rata basis whilst in active service, which is
expected to be until 28 February 2025. Any bonus payable will be subject to the achievement of performance targets and will be determined by
the Remuneration Committee following the end of the 2025 financial year and any payment due will be made in March 2026;
• he will not receive a Performance Share Plan (PSP) award in 2025;
• his PSP awards that have vested, but are still in their holding period will be retained in full and will be released at the end of the holding period,
in line with our Policy;
• in line with the good leaver rules, he will retain a pro-rata of his in-flight PSP awards calculated by reference to grant date and the end of the notice
period. These awards will vest at the end of the three-year performance period, subject to the achievement of the performance conditions. Any
shares that vest will remain subject to a two-year holding period from the vesting date;
• his in-flight Deferred Bonus Plan (DBP) awards will be retained in full and released at the end of the three-year deferral period, in line with our
Policy;
• all outstanding PSP and DBP awards will remain subject to malus and clawback and he will comply with the post-cessation shareholding
requirements; and
• he received a contribution of up to £5,000 towards legal fees incurred.
No further payments will be made to Stuart Ingall-Tombs and the Remuneration Committee have not applied discretion to his leaving arrangements.
Payments to past Directors (audited)
There were no payments made to past Directors during 2024.
Appointment of Paul Edgecliffe-Johnson
On 25 November 2024, we announced the appointment of Paul Edgecliffe-Johnson who, having joined the Company on 2 December 2024, was
appointed to the Board as Chief Financial Officer on 1 January 2025. His remuneration has been set within the parameters of the approved Policy,
and consists of:
• an annual base salary of £775,000, which reflects his extensive experience and aligns with the external market rate for a Chief Financial Officer
with over 10 years in the role;
• He will next be eligible for a salary review in July 2026;
• a pension contribution of 3% of annual salary, in line with the wider UK workforce. This will be delivered as a cash supplement;
• standard company benefits including (but not limited to) car allowance, private medical insurance, life assurance and permanent health insurance;
• a maximum annual bonus opportunity of 225% of base salary, with 50% of any bonus payable subject to three years’ deferral under the Deferred
Bonus Plan;
• an annual award of 300% of base salary under the Performance Share Plan. He will be eligible to receive his first award in March 2025;
• a requirement to build a shareholding equivalent to 300% of salary within five years of appointment and to maintain this holding two years
post-cessation. Should he not have had sufficient time to build up shares to meet the guideline, he will be required to hold the actual level of
shareholding at cessation; and
• a contribution of up to £2,500 towards legal fees incurred.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
139
Directors’ Annual Remuneration Report – 2024
continued
Single total figure for the remuneration during 2024 of the Chair and Non-Executive Directors
Chair and Non-Executive Director fees
From 1 July 2024 the fees for the Chair and Non-Executive Directors were increased by 4% in line with the increase applied to management levels
in the UK. This followed reviews in June 2024 by the Remuneration Committee for the Chair’s fees and by the Non-Executive Directors’ Terms
Committee for the Non-Executive Director fees. Both Committees were supported by the Remuneration Advisors, FIT.
Position
Fee policy following review
Fee policy before review
Chair
£442,000 per annum
£425,000 per annum
Non-Executive Director
£78,000 per annum
£75,000 per annum
Senior Independent Director
Additional £20,800 per annum
Additional £20,000 per annum
Chair of Audit Committee
Additional £20,800 per annum
Additional £20,000 per annum
Chair of Remuneration Committee
Additional £20,800 per annum
Additional £20,000 per annum
Intercontinental travel allowance
Additional £5,000 per trip
Additional £5,000 per trip
The table below shows the single total figure for the remuneration during 2024 of the Chair and Non-Executive Directors compared with the prior
year. The benefits section includes the travel allowance fee for intercontinental travel of £5,000 per meeting. The table has been audited.
Chair and Non-Executive Directors
Fees 2024
£’000
Fees 2023
£’000
Benefits 2024
£’000
Benefits 2023
£’000
Total 2024
£’000
Total 2023
£’000
Richard Solomons
433.5
425.0
433.5
425.0
Brian Baldwin
1
19.5
5
24.5
Cathy Turner
96.9
95.0
5
5
101.9
100.0
David Frear
76.5
75.0
15
20
91.5
95.0
John Pettigrew
96.5
95.0
5
96.5
100.0
Linda Yueh
76.5
75.0
5
5
81.5
80.0
Sarosh Mistry
76.5
75.0
5
20
81.5
95.0
Sally Johnson
2
96.9
69.2
5
101.9
69.2
1. Brian Baldwin was appointed to the Board on 1 October 2024.
2. Sally Johnson was appointed to the Board on 1 April 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 2024 and at 31 December 2023,
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 2024
Number of ordinary shares
as at 31 Dec 2023
Richard Solomons
84,900
84,900
Andy Ransom
1
1,764,166
1,230,419
Stuart Ingall-Tombs
195,408
195,408
Brian Baldwin²
64,600,000
– 
Cathy Turner
24,736
24,736 
David Frear
8,125
8,125
John Pettigrew
55,000
55,000
Linda Yueh
1,590
1,590 
Sally Johnson³
6,020
3,527
Sarosh Mistry
1,850
1,850
1.
Andy Ransom has an interest in 4,044,246 vested PSP shares from the 2015, 2016, 2017, 2018, 2019, 2020 and 2021 awards and 198,620 vested DBP shares,
which he has not yet exercised. These figures are not included in his beneficial interest of shares figure at 31 December 2024 above but are included in the
share award table below.
2. Brian Baldwin was appointed to the Board on 1 October 2024. His holding is the interest beneficially owned by Trian Fund Management, L.P.
3. Sally Johnson was appointed to the Board on 1 April 2023.
There has been no change to the current Directors’ shareholdings between 31 December 2024 and 6 March 2025.
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. Following the approval of the Policy, the requirement for the Chief Executive increased to 400% from 300% of annual salary and the
requirement for the Chief Financial Officer increased to 300% from 200% of annual salary.
As of 31 December 2024, the Chief Executive substantially exceeded the minimum shareholding requirement and the Chief Financial Officer was on
track to meet the shareholding requirement within the five years of appointment. The table below sets out the number of shares held at 31 December
2024 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 2024¹
Shares owned
outright as
a % of salary
Interest in PSP
and DBP that are
available to
exercise as at
31 Dec 2024
Interest in PSP
and DBP awards
subject to holding
period as at
31 Dec 2024
Interest in PSP
awards subject to
performance
conditions as at
31 Dec 2024
Andy Ransom
400%
1,764,166
7,070,777
680%
3,671,518
892,858
2,087,965
Stuart Ingall-Tombs
300%
195,408
783,195
123%
0
419,722
1,029,229
1.
The share price is based on the Company’s share price on 31 December 2024 of 400.8p.
140
Rentokil Initial plc
Annual Report 2024
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 2024
Shares
awarded
during
2024
Shares
lapsed
during
2024
Dividend
equivalent
shares
at vest
2
Shares
available
for exercise
during
2024
Dividend
equivalent
shares at
exercise
2
Shares
exercised
during
2024
Outstanding
awards at
31 Dec 2024
Performance
period end
2014 PSP
5
Andy Ransom
31/03/2014
123.4p
912,792
912,792
73,723
986,515
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
1
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
1
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
74,457
74,457
74,457
24/03/2022
2020 DBP
,1,4
Andy Ransom
24/03/2020
358.6p
124,163
124,163
124,163
23/03/2023
2020 PSP
1
Andy Ransom
08/09/2020
530.2p
276,011
276,011
276,011
07/09/2023
Stuart Ingall-Tombs
08/09/2020
530.2p
126,176
126,176
126,176
07/09/2023
2021 PSP
1,3
Andy Ransom
23/03/2021
494.4p
442,455
– 227,024
8,890
224,321
224,321
23/03/2024
Andy Ransom
18/05/2021
468.5p
140,074
71,872
2,814
71,016
71,016
18/05/2024
Stuart Ingall-Tombs
23/03/2021
494.4p
202,265
– 103,783
4,064
102,546
102,546
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
2024 DBP
4
Andy Ransom
21/03/2024
471.5p
83,221
83,221
21/03/2027
Stuart Ingall-Tombs
21/03/2024
471.5p
50,786
50,786
21/03/2027
2024 PSP
Andy Ransom
26/03/2024
463.8p
750,556
750,556
26/03/2027
Stuart Ingall-Tombs
26/03/2024
463.8p
366,429
366,429
26/03/2027
Andy Ransom
03/09/2024
479.6p
87,347
87,347
03/09/2027
Stuart Ingall-Tombs
03/09/2024
479.6p
42,848
42,848
03/09/2027
1.
Shares held by Andy Ransom under the 2015, 2016, 2017, 2018, 2019, 2020, and 2021 PSP awards are vested but unexercised and total 4,044,246. Stuart
Ingall-Tombs holds shares under the 2020 and 2021 PSP that are vested but unexercised and total 228,722.
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 2021 PSP award partially vested at 48.7%.
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 2014 PSP awards on 13 March 2024. He exercised a total of 986,515 shares, with a share price on exercise of 489.07p, giving a total
value on exercise of £4,824,479, which was a gain of £3,607,389 compared with the grant price value of these awards. He sold 464,245 shares at a value of
£2,270,483 to cover taxes due.
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
141
Directors’ Annual Remuneration Report – 2024
continued
Remuneration in context
Wider workforce remuneration policy
During 2024, the Company had approximately 68,500 colleagues
based in 89 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’ rewards 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.
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 111. 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 existing approach was a proven way for colleagues’ views to be
effectively shared with the Remuneration Committee and the 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 111. 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.68,500 colleagues’ views than for
example, conducting individual workshops, with a small number of
colleagues. That said, in a normal year, the Board takes time to meet
colleagues during site visits, undertake ‘ride-alongs’ with specialists and
technicians, and attend management meetings. Examples of activities
that the Remuneration Committee has undertaken include a visit to
North America, where the Board met with the North American
leadership team and attended the opening of our new Innovation
Centre in Dallas, where the Committee had an opportunity to meet with
colleagues from all businesses. The Chair of the Committee and other
Committee members have presented at a Head Office town hall and
attended a Senior 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
In 2024, 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 previous years, which
included:
• giving higher increases to frontline colleagues compared with 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 2024;
• 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.
CEO pay ratio
The CEO pay ratio compares the CEO single figure earnings with 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 2024 colleague figures represent
the full-time equivalent pay and benefits for 2024 for colleagues
employed on 31 December 2024 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 2024, and the corresponding value of pay
and benefits:
Year
Method
25th
percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2024
A
Salary
£24,936
£26,676
£32,319
Total pay and
benefits
£25,016
£27,321
£34,363
Pay ratio
76:1
70:1
56:1
2023
A
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 2024 have reduced compared with 2023, this is due to
the CEO’s single figure being lower than historical outcomes. The main
reason for this is no bonus being payable for 2024 and a lower vesting
level of the PSP, 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.
142
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Annual Report 2024
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 -3.6% and a mean -7.1%, which is
significantly better than the UK average of 13.1% 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 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 2024 and
31 December 2023.
2024
£m
2023
£m
%
change
Remuneration paid to all
employees of the Group
2,558
2,550
0.3%
Distributions to shareholders
229
201
13.9%
Details of the remuneration paid to all employees can be found in Note
A9 to the Financial Statements on page 179. Details of the dividends
declared and paid during the periods are contained in Note D1 to the
Financial Statements on page 206.
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
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 
0.0%
86.0%
2021 – Andy Ransom
£5,544,805 
100%
96.6%
2022 – Andy Ransom
£4,324,407 
98.6%
64.6%
2023 – Andy Ransom
1
£3,300,546 
58.7%
48.7%
2024 – Andy Ransom
2
£1,909,895 
0.0%
32.6%
1. The 2023 single total figure includes the revised value of 295,351 shares
under the 2021 PSP award, which vested at 48.7%. 224,332 vested on 30
March 2024 with a value based on the closing share price on 2 April 2024
of 471.0p (first trading day after vesting). 71,019 vested on 18 May 2024 with
a value based on the closing share price on 20 May 2024 of 424.8p (first
trading day after vesting).
2. The 2024 single total figure includes the estimated value of 225,522 shares
under the 2022 PSP award, which is due to vest on 4 March 2025 based on
the average share price over Q4 of 2024 of 388.9p.
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 128 and has mainly focused on adjustments
to the targets of in-flight PSP awards to take account of material
acquisitions and disposals, 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 Director’s service contracts and notice periods defined
under the Directors’ Remuneration Policy can be found on page 151.
The notice periods given in service contracts of the current Directors
are: Andy Ransom, twelve months by either party; Paul
Edgecliffe-Johnson, twelve months by either party; and Richard
Solomons, six months by either party. The Non-Executive Directors
have a notice period of three months.
Stuart Ingall-Tombs is currently serving notice and will retire on
24 November 2025 (see page 139 for further details). The notice period
in his service contract is twelve months.
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
2015
Dec
2014
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
Dec
2022
Dec
2024
Dec
2023
FTSE 350
FTSE 100
Rentokil Initial
FTSE 250
Strategic Report
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
143
Directors’ Annual Remuneration Report – 2024
continued
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, Chair,
Non-Executive Directors, and employees of Rentokil Initial plc for the years 2020 to 2024, showing a rolling five-year period.
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 management/ senior leader pay waivers in Q2 2020 and cancelling the annual management 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
Brian
Baldwin
5
Cathy
Turner
6
David
Frear
7
John
Pettigrew
Linda
Yueh
Sally
Johnson
8
Sarosh
Mistry
9
Employees
10
Salary/fees
1
2024
7.6%
7.6%
2.0%
1.9%
−3.7%
−3.5%
1.9%
47.3%
−14.2%
4.8%
2023
3.0%
1.5%
10.9%
27.6%
337.8%
34.8%
27.8%
40.7%
11.1%
2022
1.5%
6.0%
2.2%
12.7%
6.0%
4.3%
50.1%
1.5%
2021
33.3%
175.3%
9.6%
89.3%
9.6%
9.6%
4.4%
2020
−14.3%
34.6%
9.6%
−8.8%
Annual bonus
2
2024
-100%
-100%
-74.6%
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
2024
0.2%
−0.2%
2.2%
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
2024
-46.8%
-46.7%
2.0%
1.9%
−3.7%
−3.5%
1.9%
47.3%
−14.2%
-27.6%
2023
−28.0%
−23.7%
10.9%
27.6%
337.8%
34.8%
27.8%
40.7%
−2.8%
2022
−0.3%
6.0%
2.2%
12.7%
6.0%
4.3%
50.1%
17.6%
2021
265.4%
556.8%
9.6%
89.3%
9.6%
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. Brian Baldwin was appointed to the Board on 1 October 2024.
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. Sarosh Mistry was appointed to the Board on 1 April 2021.
10.In line with regulations, employees include those employed by Rentokil Initial plc, excluding Executive Directors and Non-Executive Directors.
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Annual Report 2024
Directors’ Annual Remuneration Report – Looking forward 2025
Executive Director base salaries from 1 January 2025
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 salary increase for the Chief Executive is expected to be around 2.5% in line with the increases that are anticipated to be applied to
management. The Chief Financial Officer will not receive a salary review in 2025, in line with the terms of his appointment. The standard increases
of the wider workforce in 2025 are expected to be higher, as the Company normally focuses more of its pay review budget at the frontline.
Salary from 1 January 2025
Executive Director
Salary from
1 January 2025
£’000 
Increase %
Salary from
1 July 2025
£’000 
Andy Ransom – Chief Executive
1,040.0
2.5%
1,066.0
Paul Edgecliffe-Johnson – Chief Financial Officer
775.0
0.0%
1
775.0
1.
In line with the terms of his appointment, his first salary review will be in July 2026.
Fixed pay for 2025 will be:
Estimated
base salary
£’000
Estimated
benefits
£’000
Estimated
pension
£’000
Total
fixed pay
£’000
Andy Ransom – Chief Executive
1,053.0
19.2
31.6
1,103.8
Paul Edgecliffe-Johnson – Chief Financial Officer
775.0
16.8
23.3
815.1
2025 Non-Executive Director fees
The table below shows the Non-Executive Director fees from 1 January 2025. 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 2025 and any increase determined will be
applied from 1 July 2025.
Position
Fee policy from 1 January 2025
Chair
£442,000 per annum
Non-Executive Director
£78,000 per annum
Senior Independent Director
Additional £20,800 per annum
Chair of Audit Committee
Additional £20,800 per annum
Chair of Remuneration Committee
Additional £20,800 per annum
Intercontinental travel allowance
Additional £5,000 per trip
2025 annual bonus structure
When considering the targets for the 2025 annual bonus, the Committee reviewed the level of payment for threshold, target and maximum
performance. It subsequently determined that the threshold level of payout for the 2025 bonus should be 20% of maximum which is in line with the
policy approved by shareholders and consistent with threshold levels in a significant number of similar sized FTSE companies and bonus practice
in the US, where a number of our senior leaders are based. The Committee believes that there is an appropriate amount of stretch in the threshold
target to justify this level of payout and also concluded that the bonus payout level for target performance shall remain at 50% of maximum with
a straight line payout curve between threshold to maximum
Executive Directors have the following bonus opportunity as a percentage of base salary.
Threshold
Target
Maximum
Company performance
39.0%
97.5%
195.0%
Personal performance
0.0%
15.0%
30.0%
Total
39.0%
112.5%
225.0%
Company performance
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.
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 2025 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 2025 will be disclosed in next year’s Annual Report.
The Committee remains dedicated to ensuring that the bonus targets remain stretching and has determined that, in addition to delivery of Group
profit and revenue targets, part of uplift in bonus opportunity approved as part of the new Policy, will continue to be based on the achievement
of delivery of Organic Revenue Growth in our North America business for 2025.
Strategic Report
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Corporate Governance
Rentokil Initial plc
Annual Report 2024
145
The table below shows the how the bonus opportunity for Company performance in 2025 will be split.
Threshold
Target
Maximum
Profit
17.0%
42.5%
85.0%
Revenue
17.0%
42.5%
85.0%
North America Organic Revenue Growth
5.0%
12.5%
25.0%
Company performance
39.0%
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 2025?
The table below shows how key elements of the business strategy are reflected in the Executive Directors’ remuneration in 2025.
Strategic priorities
Link to remuneration
Be an Employer of Choice/ colleague retention
Through personal goals in the annual bonus and the Sales and 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
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 and Service colleague retention in the PSP.
2025 PSP award
Under the Policy, the PSP award limits are 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 Paul Edgecliffe-Johnson, Chief
Financial Officer from 1 January 2025, 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.
For 2025, the Committee approved a change to the measurement of the TSR performance period, aligning it with the organisation’s calendar year
rather than the grant date. This approach aligns with prevailing FTSE market practice and offers administrative advantages in both calculation and
disclosure. This change will not be applied retrospectively to in-flight awards.
The performance period for the 2025 PSP award for all the metrics will be aligned with the financial year and will run from 1 January 2025 to
31 December 2027.
Performance measures 2025–2027
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%
2.50%
3.25%
4.00%
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.
Directors’ Annual Remuneration Report – Looking forward 2025
continued
146
Rentokil Initial plc
Annual Report 2024
The charts opposite provide an illustration of what could be
received by each of the Executive Directors in 2025, 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 2025 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 2025 and assume a full year at this level.
Annual bonus including Deferred Bonus Plan (DBP)
Represents the potential value of the annual bonus for 2025, as shown
on pages 145 and 146. 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 2025
(375% of salary for the CEO and 300% of salary for the CFO), which
would vest in 2028 subject to performance against the targets
disclosed on page 138. Awards would be subject to a holding period
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
£1,107,152
Threshold
£2,722,142
Target
£5,304,527
Maximum
£9,501,902
41%
29%
21%
22%
38%
19%
12%
25%
42%
21%
100%
15%
15%
£0m
£2.0m
£4.0m
£6.0m
£10.0m
£8.0m
Chief Financial Officer – Paul Edgecliffe-Johnson
Fixed
£812,227
Threshold
£1,811,977
Target
£3,427,852
Maximum
£6,043,477
45%
26%
24%
25%
34%
17%
13%
29%
19%
39%
100%
16%
13%
£0m
£2.0m
£4.0m
£6.0m
£10.0m
£8.0m
Illustration of proposed Directors’ Remuneration Policy for 2025
The Committee carefully reviewed the performance targets, ensuring they are both stretching yet achievable, in order to effectively motivate
participants. Reflecting the challenges in North America, the 2025-2027 Organic Revenue Growth target has been set lower than the 2024-2026
target. In the Committee’s view, this target remain appropriately challenging as on-target performance is aligned with the consensus of stock market
analysts’ expectation of growth over the period , and maximum performance requires outperformance of those analysts’ forecasts.
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
Other Information
Financial Statements
Corporate Governance
Rentokil Initial plc
Annual Report 2024
147
2024 Directors’ Remuneration Policy
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.
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Annual Report 2024
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.
Strategic Report
Other Information
Financial Statements
Corporate Governance
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Annual Report 2024
149
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 they 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.
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.
2024 Directors’ Remuneration Policy
continued
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Annual Report 2024
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 148 to 150.
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 145.
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
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Annual Report 2024
151
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.
2024 Directors’ Remuneration Policy
continued
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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 94 to 95 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 Chair’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
2024 (see pages 136 and 137).
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 128). Risk is also considered in
the context of the Group’s wider risks (see Risks and Uncertainties on
pages 83 to 89).
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 23 to 24 and pages 65 to 66 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
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Annual Report 2024
153
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 2024 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 2024; 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
Consolidated 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 four components across North
America, Europe (including LATAM), the UK & Sub-Saharan Africa and
Pacific as well as full scope audits at two corporate components. We
performed specific audit procedures at one component in 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: 70% of the Group’s revenue and 72% of
the Group’s adjusted profit before tax. The 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.
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: £35m (2023: £38m) based on 5% of the
Group’s Adjusted Profit Before Tax.
• Overall Parent Company materiality: £100m (2023: £79m) based on 1%
of total assets.
• Performance materiality: £23m (2023: £25m) (Group) and £65m (2023:
£51m) (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.
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Annual Report 2024
The key audit matters below are consistent with last year.
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 £5,157m of goodwill at 31 December 2024 (2023:
£5,016m).
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
(OPM), 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.
During the year, the Group recognised total goodwill impairments of
£28m (2023: £3m) relating to Argentina, Brazil, Hong Kong, Israel, and
Lebanon. 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. We obtained management’s value-
in-use models and tested the mathematical integrity. We evaluated
the determination of the Group’s CGUs and the appropriateness of
the methodology used in 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 terminal year revenue growth and OPM
and for 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 ten 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 material impairment.
For the ten CGUs, we assessed revenue growth and OPM
assumptions against historical data and acquisition business cases
where applicable. We used in-house valuation experts to challenge
the discount and long-term growth rates. We conducted independent
sensitivities to evaluate the risk of material impairment from changes
in key assumptions.
We focused our attention on three out of the ten CGUs: Brazil,
Hong Kong and Israel. We performed further audit procedures to
challenge the quantum of the impairment recognised. We tested
certain elements of management’s future cash flow assumptions
to supporting evidence. We evaluated management’s historical
forecasting accuracy at the CGU level. We performed further
sensitivities to assess whether reasonably possible changes in
key assumptions could cause material impairment.
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.
Corporate Governance
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Annual Report 2024
155
Strategic Report
Other Information
Financial Statements
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 £213m at 31 December 2024 (2023:
£260m) of which £197m related to customers existing at the acquisition
date (2023: £247m).
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.
We obtained management’s valuation model and evaluated the
appropriateness of the methodology used. We utilised our in-house
modelling experts to test the mathematical integrity of the model.
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 reviewed any changes to the key assumptions and methodology
used in the current year versus the prior year to ensure that these
were appropriate.
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 Company)
Refer to Note 3 of the Parent Company financial statements.
The Parent Company holds investments amounting to £4,454m at
31 December 2024 (2023: £4,438m).
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 2024.
We obtained management’s assessment of potential impairment
indicators. We reviewed management’s 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 2024, 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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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 four components across
North America, Europe (including LATAM), the UK & Sub-Saharan Africa
and Pacific as well as full scope audits at two corporate components. Of
these, we identified one significant component due to size in the US
(part of the North America segment) and four material components in
the UK (part of the UK & Sub-Saharan Africa segment), Australia (part of
the Pacific segment) and the two corporate components. The remaining
full scope component was included in Group audit scope to achieve
appropriate audit coverage. We also undertook specific audit
procedures on one component in 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 directing, supervising and reviewing the work performed
by our component audit teams, we conducted file reviews for our
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 70% of the Group’s revenue and 72% of the Group’s Adjusted Profit
before Tax. The 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
targeted risk assessment procedures, which covered certain of the
Group’s smaller and lower risk components that were not directly
included in our Group audit scope.
Our audit of the Parent Company Financial Statements was undertaken
in the UK and included substantive procedures over all material
balances and transactions.
The impact of climate risk on our audit
As part of our audit, we inquired of management to understand and
evaluate the Group’s risk assessment process in relation to climate
change including any changes in the assessment compared to the prior
year. We reviewed management’s paper which sets out their
assessment of climate change risk to the Group and the impact on the
financial statements. In evaluating the completeness of the risks
identified, we considered any changes in management’s paper
compared to the prior year assessment 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
£35m (2023: £38m).
£100m (2023: £79m).
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 Group financial statements and were therefore
audited to a materiality level set below overall materiality
established for the Group audit.
Corporate Governance
Rentokil Initial plc
Annual Report 2024
157
Strategic Report
Other Information
Financial Statements
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 £6.4m-£33m. Certain
components were audited to a local statutory audit materiality that was
also less than our overall Group materiality.
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% (2023: 65%) of overall materiality,
amounting to £23m (2023: £25m) for the Group financial statements and
£65m (2023: £51m) 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 £2m (Group audit)
(2023: £2m) and £2m (Parent Company audit) (2023: £2m) 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 2024 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;
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Annual Report 2024
• 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.
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;
• Identifying and testing the validity of journal entries, in particular any
journal entries posted with unusual account combinations, and
consolidation journals;
• 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.
Corporate Governance
Rentokil Initial plc
Annual Report 2024
159
Strategic Report
Other Information
Financial Statements
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 four
years, covering the years ended 31 December 2021 to 31 December
2024.
Other matter
The company is required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rules to include these financial statements
in an annual financial report prepared under the structured digital format
required by DTR 4.1.15R – 4.1.18R and filed on the National Storage
Mechanism of the Financial Conduct Authority. This auditors’ report
provides no assurance over whether the structured digital format
annual financial report has been prepared in accordance with
those requirements.
Neil Grimes (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
6 March 2025
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Annual Report 2024
162
 Consolidated Statement of Profit or Loss and
Other Comprehensive Income
163
 Consolidated Balance Sheet
164
 Consolidated Statement of Changes in Equity
166
 Consolidated Cash Flow Statement
167
 Notes to the Consolidated Financial Statements
207
 Related Undertakings
215
 Parent Company Balance Sheet
216
 Parent Company Statement of
Changes in Equity
217
 Notes to the Parent Company
Financial Statements
Financial Statements
Rentokil Initial plc
Annual Report 2024
161
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
2024
£m
2023
£m
2022
£m
Revenue
A1
 5,436 
 5,375 
 3,714 
Operating expenses
A7
(4,831
(4,711
(3,373
Net impairment losses on financial assets
(56
(39
(24
Operating profit
A1
 549 
 625 
 317 
Finance income
 C9
 46 
 48 
 49 
Finance cost
C8
(197
(189
(79
Share of profit from associates net of tax
B6
 7 
 9 
 9 
Profit before income tax
 405 
 493 
 296 
Income tax expense
A12
(98
(112
(64
Profit for the year
 307 
 381 
 232 
Profit for the year attributable to:
Equity holders of the Company
 307 
 381 
 232 
Non-controlling interests
 
 
 
 
 
 
Other comprehensive income:
Items that are not reclassified subsequently to the income statement:
Remeasurement of net defined benefit liability
A10
 
 
 
 
 2 
Items that may be reclassified subsequently to the income statement:
Net exchange adjustments offset in reserves
 46 
(352
(232
Net (loss)/gain on net investment hedge
(17
 109 
(68
Effective portion of changes in fair value of cash flow hedge 
 27 
 3 
(6
Cost of hedging
(5
 9 
(2
Tax related to items taken to other comprehensive income
A12, A14
(6
 6 
 11 
Other comprehensive income for the year
 45 
(225
(295
Total comprehensive income for the year
 352 
 156 
(63
Total comprehensive income for the year attributable to:
Equity holders of the Company
 352 
 156 
(63
Non-controlling interests
 
 
 
 
 
 
Earnings per share attributable to the Company's equity holders:
Basic
A2
 12.17
15.14p
11.57p
Diluted
A2
 12.14
15.07p
11.51p
All profit is from continuing operations.
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Annual Report 2024
Consolidated Balance Sheet
At 31 December
Notes
2024
£m
2023
£m
Assets
Non-current assets
Intangible assets
B2
 7,108 
 7,042 
Property, plant and equipment
B3
 502 
 499 
Right-of-use assets
B4
 461 
 452 
Investments in associated undertakings
B6
 37 
 44 
Other investments
C4
 21 
 21 
Deferred tax assets
A14
 34 
 43 
Contract costs
A1
 238 
 224 
Retirement benefit assets
A10
 3 
 3 
Trade and other receivables
A3
 57 
 45 
Derivative financial instruments
C6
 6 
 57 
 8,467 
 8,430 
Current assets
Other investments
C4
 2 
 1 
Inventories
A4
 229 
 207 
Trade and other receivables
A3
 909 
 880 
Current tax assets
 22 
 33 
Derivative financial instruments
C6
 
 
 14 
Cash and cash equivalents
C3
 925 
 1,562 
 2,087 
 2,697 
Liabilities
Current liabilities
Trade and other payables
A5
(1,118
(1,144
Current tax liabilities
(43
(48
Provisions for liabilities and charges
A6
(115
(94
Bank and other short-term borrowings
C2
(1,166
(1,134
Lease liabilities
B4
(130
(127
Derivative financial instruments
C6
(3
(32
(2,575
(2,579
Net current (liabilities)/assets
(488
 118 
Non-current liabilities
Other payables
A5
(69
(71
Bank and other long-term borrowings
C2
(2,498
(3,153
Lease liabilities
B4
(315
(318
Deferred tax liabilities
A14
(511
(517
Retirement benefit obligations
A10
(25
(28
Provisions for liabilities and charges
A6
(304
(357
Derivative financial instruments
C6
(29
(16
(3,751
(4,460
Net assets
 4,228 
 4,088 
Equity
Capital and reserves attributable to the Company’s equity holders
Share capital
D2
 25 
 25 
Share premium
 15 
 14 
Other reserves
 583 
 532 
Retained earnings
 3,606 
 3,518 
 4,229 
 4,089 
Non-controlling interests
(1
(1
Total equity
 4,228 
 4,088 
The Financial Statements on pages 162 to 214 were approved by the Board of Directors and were signed on its behalf by Andy Ransom and Paul
Edgecliffe-Johnson on 6 March 2025.
Andy Ransom
Paul Edgecliffe-Johnson
Chief Executive
Chief Financial Officer
Rentokil Initial plc
Annual Report 2024
163
Strategic Report
Other Information
Financial Statements
Corporate Governance
Consolidated Statement of Changes in Equity
For the year ended 31 December
Attributable to equity holders of the Company
Notes
Share
capital
£m
Share
premium
£m
Other
reserves
£m
Retained
earnings
£m
Non-
controlling
interests
£m
Total
equity
£m
At 1 January 2022
 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 other 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 other 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 
Profit for the year
 
 
 
 
 
 
 307 
 
 
 307 
Other comprehensive income:
Net exchange adjustments offset in reserves
 
 
 
 
 46 
 
 
 
 
 46 
Net loss on net investment hedge
 
 
 
 
(17
 
 
 
 
(17
Net gain on cash flow hedge
1
 
 
 
 
 27 
 
 
 
 
 27 
Cost of hedging
 
 
 
 
(5
 
 
 
 
(5
Tax related to items taken directly to other comprehensive income
 
 
 
 
 
 
(6
 
 
(6
Total other comprehensive income for the year
 
 
 
 
 51 
 301 
 
 
 352 
Transactions with owners:
Gain on stock options
 
 
 1 
 
 
 
 
 
 
 1 
Dividends paid to equity shareholders
D1
 
 
 
 
 
 
(229
 
 
(229
Cost of equity-settled share-based payment plans
 
 
 
 
 
 
 20 
 
 
 20 
Tax related to items taken directly to equity
 
 
 
 
 
 
(3
 
 
(3
Movement in the carrying value of put options
 
 
 
 
 
 
(1
 
 
(1
At 31 December 2024
 25 
 15 
 583 
 3,606 
(1
 4,228 
1.
£27m net gain (2023: £3m net gain; 2022: £6m net loss) on cash flow hedge includes a £51m loss (2023: £28m loss; 2022: £137m gain) from the effective portion of changes in fair value,
offset by reclassification to the cost of acquisition of £nil (2023: £nil; 2022: £118m loss) and a £78m gain (2023: £31m gain; 2022: £25m loss) reclassification to the income statement due
to changes in foreign exchange rates.
Shares of £nil (2023: £nil; 2022: £nil) have been netted against retained earnings. This represents 11.4m (2023: 13.0m; 2022: 19.6m) shares held
by the Rentokil Initial Employee Share Trust, which is not consolidated. The market value of these shares at 31 December 2024 was £45m
(2023: £57m; 2022: £100m). Dividend income from, and voting rights on, the shares held by the Trust have been waived.
164
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Analysis of other reserves
Capital
Merger
Cash flow
reduction
relief
hedge
Translation
Cost of
reserve
reserve
reserve
reserve
hedging
Total
£m
£m
£m
£m
£m
£m
At 1 January 2022
(1,723
 
 
 9 
(211
(2
(1,927
Net exchange adjustments offset in reserves
 
 
 
 
 
 
(232
 
 
(232
Net loss on net investment hedge
 
 
 
 
 
 
(68
 
 
(68
Net loss on cash flow hedge
1
 
 
 
 
(6
 
 
 
 
(6
Cost of hedging
 
 
 
 
 
 
 
 
(2
(2
Total comprehensive income for the year
 
 
 
 
(6
(300
(2
(308
Transactions with owners:
Merger relief on acquisition of Terminix Global Holdings, Inc.
 
 
 3,014 
 
 
 
 
 
 
 3,014 
Cost of issuing new shares
 
 
(16
 
 
 
 
 
 
(16
At 31 December 2022
(1,723
 2,998 
 3 
(511
(4
 763 
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 
Total comprehensive income for the year
 
 
 
 
 3 
(243
 9 
(231
At 31 December 2023
(1,723
 2,998 
 6 
(754
 5 
 532 
Net exchange adjustments offset in reserves
 
 
 
 
 
 
 46 
 
 
 46 
Net loss on net investment hedge
 
 
 
 
 
 
(17
 
 
(17
Net gain on cash flow hedge
1
 
 
 
 
 27 
 
 
 
 
 27 
Cost of hedging
 
 
 
 
 
 
 
 
(5
(5
Total comprehensive income for the year
 
 
 
 
 27 
 29 
(5
 51 
At 31 December 2024
(1,723
 2,998 
 33 
(725
 
 
 583 
1.
£27m net gain (2023: £3m net gain; 2022: £6m net loss) on cash flow hedge includes a £51m loss (2023: £28m loss; 2022: £137m gain) from the effective portion of changes in fair value,
offset by reclassification to the cost of acquisition of £nil (2023: £nil; 2022: £118m loss) and a £78m gain (2023: £31m gain; 2022: £25m loss) reclassification to the income statement 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 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).
Rentokil Initial plc
Annual Report 2024
165
Strategic Report
Other Information
Financial Statements
Corporate Governance
Consolidated Cash Flow Statement
For the year ended 31 December
Notes
2024
£m
2023
£m
2022
£m
Cash flows from operating activities
Operating profit
 549 
 625 
 317 
Adjustments for:
– Depreciation and impairment of property, plant and equipment
 159 
 154 
 148 
– Depreciation and impairment of leased assets
 123 
 120 
 106 
– Amortisation and impairment of intangible assets (excluding computer software)
 199 
 175 
 118 
– Amortisation and impairment of computer software
 26 
 26 
 22 
– Other non-cash items
 18 
 26 
 8 
Changes in working capital (excluding the effects of acquisitions and exchange differences
on consolidation):
– Inventories
(12
(15
(4
– Contract costs
(14
(19
(10
– Trade and other receivables
(38
(29
 5 
– Trade and other payables and provisions
(101
(60
 6 
Interest received
 36 
 25 
 13 
Interest paid
1
(180
(191
(52
Income tax paid
A13
(87
(100
(77
Net cash flows from operating activities
 678 
 737 
 600 
Cash flows from investing activities
Purchase of property, plant and equipment 
(171
(167
(153
Purchase of intangible fixed assets
(44
(44
(37
Proceeds from sale of property, plant and equipment
 4 
 14 
 5 
Acquisition of companies and businesses, net of cash acquired
B1
(172
(242
(1,018
Disposal of companies and businesses
 
 
 
 
 1 
Disposal of investment in associate
B6
 
 
 19 
 
 
Dividends received from associates
B6
 11 
 4 
 4 
Net change to cash flow from investment in term deposits
(1
 
 
 1 
Net cash flows from investing activities
(373
(416
(1,197
Cash flows from financing activities
Dividends paid to equity shareholders
D1
(229
(201
(122
Capital element of lease payments
(145
(157
(104
Cost of issuing new shares
 
 
 
 
(16
Cash outflow on settlement of debt-related foreign exchange forward contracts
(9
(3
 26 
Proceeds from new debt
 
 
 
 
 2,383 
Debt repayments
(369
 
 
(844
Net cash flows from financing activities
(752
(361
 1,323 
Net (decrease)/increase in cash and cash equivalents
(447
(40
 726 
Cash and cash equivalents at beginning of year
 832 
 879 
 242 
Exchange loss on cash and cash equivalents
(13
(7
(89
Cash and cash equivalents at end of the financial year
C3
 372 
 832 
 879 
1.
Interest paid includes the interest element of lease payments of £24m (2023: £25m; 2022: £10m).
166
Rentokil Initial plc
Annual Report 2024
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
167
Annual Report 2024
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 2024 under a 1.5–2.0°C
pathway.
This process has been completed to ensure material accuracy of the
financial reporting, and that disclosure of relevant information
complies with the requirements of IAS 1.
The process has involved a detailed review of material revenue
segments, all balance sheet line items and each element of the Group
target to reach net zero by 2040, to identify if any of these items are
expected to be materially impacted in a negative or positive way
by weather, legislative, societal, or revenue/cost changes. The
conclusions of this process were reviewed and agreed by the Audit
Committee and Board on 12 December 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. 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 from previous years. Judgements are not felt
to be significant, although clearly understanding of climate change is
developing with time. The area with the most judgement is goodwill
impairment testing and a description is given in Note B2 of the
incremental processes undertaken to give extra comfort on the
valuations. Management review has concluded that this is the only area
that has judgement and potential for material impact, although 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,
with a longer assessment period to 30 June 2026 being considered
as appropriate so that the forecast period includes the debt maturity
in May 2026.
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; and (ii) a 20% revenue decline for 12
months. Both of these scenarios are considerably worse than the actual
impact of the COVID-19 pandemic in 2020. These assessments were
prepared on the conservative assumption that the Group has no access
to the debt capital markets. As part of their analysis, the Board
considered mitigating actions at their discretion to improve the position
identified by the analysis if the debt capital markets are not accessible,
such as cost savings, adjusting the level of M&A activity, and/or
dividends paid. In addition to the above, the Directors also considered
that the Group has the ability to extend existing or raise new financing,
although this was not included in the modelling undertaken for going
concern assessment.
Based on the above, the Directors have concluded that the Group is
well placed to manage its financing and other business risks and have
a reasonable expectation that the Group will have adequate resources
to continue in operation for at least 12 months from the signing date
of these Consolidated Financial Statements. They therefore consider
it appropriate to adopt the going concern basis in preparing these
Consolidated Financial Statements.
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.
The results and cash flows of significant assets or businesses sold
during the year are presented as discontinued operations in the
Consolidated Statement of Profit or Loss and the Consolidated Cash
Flow Statement. Assets and businesses are classified as held for sale
when their carrying amounts are expected to be recovered through
sale rather than through continuing use. They only meet the held for
sale condition when the assets are ready for immediate sale in their
present condition, management is committed to the sale, and it is
highly probable that the sale will complete within one year.
Depreciation ceases on assets and businesses when they are
classified as held for sale and the assets and businesses are impaired
if the proceeds less sale costs fall short of the carrying value.
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
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
168
Annual Report 2024
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.
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.
The Group plans to change its presentation currency to US dollars
with effect from 1 January 2025.
(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
The Group has operations in Argentina, Ghana, Lebanon, and Turkey,
which remained hyperinflationary in 2024.
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 the 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 2024
Index at 31 December 2024
Argentina
3,533.19
7,693.70
Ghana
200.50
248.30
Lebanon
5,978.13
7,061.07
Turkey
1,859.38
2,684.55
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
169
Annual Report 2024
(a) Termite damage claim provisions
With the acquisition of Terminix in 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 liability
arises when a termite infestation occurs, resulting in damage to a
property which is under a termite contract, that requires subsequent
remediation 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 is 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 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; and
• long-term growth rate (inflation).
Management anticipates that the likelihood of a reasonably possible
change in assumptions resulting in a material misstatement is remote.
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 2022. Self-insurance provisions are valued
annually with the support of 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 2023.
The Group has adopted the following new standards and amendments
to standards, including any consequential amendments to other
standards, with effect from 1 January 2024:
• amendments to IAS 1 – Classification of liabilities as current or
non-current and non-current liabilities with covenants;
• amendments to IFRS 16 – Lease liability in sale and leaseback; and
• amendments to IAS 7 and IFRS 7 – Supplier finance arrangements.
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 2023.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been
published that are not mandatory for 31 December 2024 reporting
periods, and have not been adopted early by the Group.
• IFRS 18 – Presentation and disclosure in financial statements
IFRS 18 is effective for annual periods beginning on or after 1 January
2027 and will replace IAS 1 – Presentation of financial statements. It
will introduce new requirements that are intended to help to achieve
comparability of the financial performance of similar entities, and
provide more relevant information and transparency to users. Even
though IFRS 18 will not impact the recognition or measurement of
items in the financial statements, its impacts on presentation and
disclosure are expected to be pervasive; in particular those related to
the statement of comprehensive income or loss, and providing
management-defined performance measures within the financial
statements.
Management is currently assessing the detailed implications of
applying the new standard on the Group’s consolidated financial
statements.
Notes to the Consolidated Financial Statements
continued
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Annual Report 2024
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
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. 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. Some countries offer an assurance warranty-type service where any additional call-outs are included in the contract price; in other
countries, additional call-outs are chargeable. Where an assurance warranty is offered as part of the contract, revenue is recognised over the
duration of the contract. Where no such warranty is offered, revenue is recognised at a point in time when the customer is visited.
In addition, 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.
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.
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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 £238m (2023: £224m; 2022: £215m). The amount of
amortisation recognised in the period was £92m (2023: £121m; 2022: £39m) and impairment losses were £nil (2023: £nil; 2022: £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 the next page. 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.
Management and the Board also reviews regional data summarised into North America and International, and these sub-totals are reflected in the
relevant Notes to the Consolidated Financial Statements.
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.
The segment profit or loss measure that is regularly provided to the chief operating decision maker is Adjusted Operating Profit.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
172
Annual Report 2024
Revenue and Profit
Operating
Operating
Operating
Revenue
Revenue
Revenue
profit
profit
profit
2024
2023
2022
2024
2023
2022
£m
£m
£m
£m
£m
£m
North America
1
Pest Control
 3,152 
 3,201 
 1,746 
 539 
 599 
 297 
Hygiene & Wellbeing
 108 
 105 
 103 
 19 
 18 
 18 
Sub-total North America
 3,260 
 3,306 
 1,849 
 558 
 617 
 315 
International
Europe (incl. LATAM)
Pest Control
 531 
 516 
 427 
 124 
 124 
 103 
Hygiene & Wellbeing
 353 
 344 
 322 
 54 
 52 
 53 
France Workwear
 230 
 221 
 192 
 41 
 39 
 31 
 1,114 
 1,081 
 941 
 219 
 215 
 187 
UK & Sub-Saharan Africa
Pest Control
 205 
 195 
 182 
 53 
 51 
 47 
Hygiene & Wellbeing
 230 
 195 
 183 
 47 
 43 
 48 
 435 
 390 
 365 
 100 
 94 
 95 
Asia & MENAT
Pest Control
 265 
 250 
 231 
 35 
 34 
 34 
Hygiene & Wellbeing
 89 
 89 
 90 
 11 
 11 
 11 
 354 
 339 
 321 
 46 
 45 
 45 
Pacific
Pest Control
 134 
 124 
 104 
 22 
 22 
 16 
Hygiene & Wellbeing
 128 
 125 
 123 
 33 
 33 
 32 
 262 
 249 
 227 
 55 
 55 
 48 
Sub-total International
 2,165 
 2,059 
 1,854 
 420 
 409 
 375 
Total
 5,425 
 5,365 
 3,703 
 978 
 1,026 
 690 
Central and regional overheads
2
 11 
 10 
 11 
(137) 
(121) 
(107) 
Restructuring costs
 – 
 
 – 
 
 – 
 
(7) 
(7) 
(12) 
Revenue and Adjusted Operating Profit
 5,436 
 5,375 
 3,714 
 834 
 898 
 571 
One-off and adjusting items
(86) 
(98) 
(136) 
Amortisation and impairment of intangible assets
3
(199) 
(175) 
(118) 
Operating profit
 549 
 625 
 317 
Finance income
 46 
 48 
 49 
Finance cost
(197) 
(189) 
(79) 
Share of profit from associates net of tax
 7 
 9 
 9 
Profit before income tax
 405 
 493 
 296 
1.
During 2024, there were impairment losses recognised in North America related to ROU assets of £nil (2023: £nil; 2022: £17m) and related to property, plant and equipment of £nil
(2023: £nil; 2022: £8m).
2.
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.
3. Excluding computer software, which is included in our segment operating profit measure.
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Annual Report 2024
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
Revenue
Revenue
profit
profit
profit
2024
2023
2022
2024
2023
2022
£m
£m
£m
£m
£m
£m
Pest Control
4,287 
4,286 
2,690 
773 
830 
497 
Hygiene & Wellbeing
 908 
 858 
 821 
 164 
 157 
 162 
France Workwear
 230 
 221 
 192 
 41 
 39 
 31 
Total business segments
 5,425 
 5,365 
 3,703 
 978 
 1,026 
 690 
Central and regional overheads
1
 11 
 10 
 11 
(137) 
(121) 
(107) 
Restructuring costs
 – 
 
 – 
 
 – 
 
(7) 
(7) 
(12) 
Revenue and Adjusted Operating Profit
 5,436 
 5,375 
 3,714 
 834 
 898 
 571 
One-off and adjusting items
(86) 
(98) 
(136) 
Amortisation and impairment of intangible assets
2
(199) 
(175) 
(118) 
Operating profit
 549 
 625 
 317 
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.
2. Excluding computer software, which is included in our segment operating profit measure.
Analysis of revenue by type
Revenue
Revenue
Revenue
2024
2023
2022
£m
£m
£m
Contract service revenue
 3,876 
 3,838 
 2,610 
Job work
 1,160 
 1,104 
 724 
Sales of goods
 400 
 433 
 380 
Total
 5,436 
 5,375 
 3,714 
Revenue from external customers attributed to the UK amounted to £365m (2023: £322m; 2022: £296m), with overseas countries accounting
for the balance of £5,071m (2023: £5,053m; 2022: £3,418m). In 2024, the only country accounting for more than 10% of revenue from external
customers was the US, totalling £3,177m (2023: £3,220m; 2022: £1,786m).
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
2024
2024
2023
2023
2022
2022
£m
£m
£m
£m
£m
£m
UK
365 
267 
322 
241 
296 
192 
USA
3,177 
6,833 
3,220 
6,734 
1,786 
7,045 
France
392 
286 
380 
282 
338 
268 
Australia
194 
172 
181 
165 
166 
132 
India
68 
88 
59 
80 
58 
83 
Spain
76 
71 
72 
77 
56 
76 
Other countries
1,164 
649 
1,141 
683 
1,014 
688 
Total
5,436 
8,366 
5,375 
8,262 
3,714 
8,484 
1.
Non-current assets include: intangible assets; property, plant and equipment; right-of-use assets; contract cost assets; and non-current other receivables.
Notes to the Consolidated Financial Statements
continued
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Annual Report 2024
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
2024
2023
2022
£m
£m
£m
North America
 114 
 118 
 59 
International
Europe (incl. LATAM)
 39 
 24 
 29 
UK & Sub-Saharan Africa
 6 
 8 
 – 
 
Asia & MENAT
 22 
 11 
 20 
Pacific
 8 
 6 
 4 
Sub-total International
 75 
 49 
 53 
Central and regional
 10 
 8 
 6 
Total
 199 
 175 
 118 
Tax effect
(43) 
(44) 
(25) 
Total after tax effect
 156 
 131 
 93 
1.
Excluding computer software.
A2. Earnings per share
Basic earnings per share is calculated by dividing the profit after tax attributable to equity holders of the Company by the weighted average
number of shares in issue during the year, excluding those held in the Rentokil Initial Employee Share Trust (see note at the bottom of the
Consolidated Statement of Changes in Equity) which are treated as cancelled, and including share options for which all conditions have been met.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to include all potential dilutive ordinary
shares. The Group’s potentially dilutive ordinary shares relate to the contingent issuable shares under the Group’s long-term incentive plans
(LTIPs) to the extent that the performance conditions have been met at the end of the period. These share options are issued for nil consideration
to employees if performance conditions are met.
For the calculation of diluted earnings per share, 435,578 share options were anti-dilutive and not included in the calculation of the dilutive effect
as at 31 December 2024 (2023: 18,422; 2022: 1,290,294).
Details of the calculation of earnings per share are set out below:
2024
2023
2022
£m
£m
£m
Profit attributable to equity holders of the Company
 307 
 381 
 232 
Weighted average number of ordinary shares in issue (million)
 2,521 
 2,516 
 2,002 
Adjustment for potentially dilutive shares (million)
 7 
 11 
 12 
Weighted average number of ordinary shares for diluted earnings per share (million)
 2,528 
 2,527 
 2,014 
Basic earnings per share
 12.17p 
15.14p
11.57p
Diluted earnings per share
 12.14p 
15.07p
11.51p
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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.
2024
2023
£m
£m
Trade receivables
 705 
 692 
Less: provision for impairment of trade receivables
(65) 
(70) 
Trade receivables – net
 640 
 622 
Other receivables
1
 128 
 113 
Prepayments
 77 
 68 
Accrued income
 118 
 118 
Contract assets
 3 
 4 
Total
 966 
 925 
Analysed as follows:
Non-current
 57 
 45 
Current
 909 
 880 
Total
 966 
 925 
1.
Other receivables are stated net of loss allowance of £nil (2023: £nil).
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:
2024
2023
2022
£m
£m
£m
At 1 January
 70 
 70 
 50 
Exchange differences
(1) 
(4) 
 – 
 
Additional provision
 62 
 48 
 30 
Receivables written off as uncollectable
(63) 
(38) 
(27) 
Unused amounts reversed
(6) 
(8) 
(5) 
Acquisition of companies and businesses
 3 
 2 
 22 
At 31 December
 65 
 70 
 70 
The ageing of trade receivables and provision for impairment is as follows:
Trade
Provision for
Trade
Provision for
receivables
impairment
receivables
impairment
2024
2024
2023
2023
£m
£m
£m
£m
Not due
 288 
 – 
 
 286 
(3) 
Overdue by less than 1 month
 170 
(1) 
 158 
(3) 
Overdue by between 1 and 3 months
 122 
(3) 
 111 
(5) 
Overdue by between 3 and 6 months
 54 
(11) 
 56 
(9) 
Overdue by between 6 and 12 months
 39 
(20) 
 36 
(15) 
Overdue by more than 12 months
 32 
(30) 
 45 
(35) 
At 31 December
 705 
(65) 
 692 
(70) 
Notes to the Consolidated Financial Statements
continued
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Annual Report 2024
The carrying amounts of the Group’s trade receivables are denominated in the following currencies:
2024
2023
£m
£m
Pound sterling
 57 
 51 
Euro
 160 
 161 
US dollar
 302 
 291 
Other currencies
 186 
 189 
Carrying value
 705 
 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.
2024
2023
£m
£m
Raw materials
 15 
 15 
Work in progress
 3 
 3 
Finished goods
 211 
 189 
 229 
 207 
An inventory impairment charge of £2m was recognised in 2024 (2023: £3m; 2022: £3m). Inventory recognised as an expense during the period
was £363m (2023: £385m; 2022: £280m). Reversals of inventory write-downs during the period were £nil (2023: £nil; 2022: £nil).
A5. Trade and other payables
2024
2023
£m
£m
Trade payables
 315 
 357 
Social security and other taxes
 91 
 95 
Other payables
 95 
 94 
Accruals
 345 
 322 
Contract liabilities
1
 249 
 254 
Deferred consideration
 17 
 17 
Contingent consideration
2
 75 
 76 
Total
 1,187 
 1,215 
Analysed as follows:
Other payables
 30 
 31 
Deferred consideration
 1 
 – 
 
Contingent consideration
2
 38 
 40 
Total non-current portion
 69 
 71 
Current portion
 1,118 
 1,144 
Total
 1,187 
 1,215 
1.
Contract liabilities represents customer invoices where performance obligations have not yet been satisfied. All opening balances have subsequently been satisfied in the year.
In most business categories, our customers are invoiced in advance or simultaneously with performance obligations being satisfied.
2. Contingent consideration includes put option liability of £26m (2023: £32m).
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
second put option, selling a further 8% of the share capital of the company to the Group, making the Group’s total shareholding in PCI 73%.
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.
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Rentokil Initial plc
177
Annual Report 2024
The currency split of trade and other payables is as follows:
2024
2023
£m
£m
Pound sterling
 165 
 164 
Euro
 227 
 238 
US dollar
 532 
 542 
Other currencies
 263 
 271 
Carrying value
 1,187 
 1,215 
The ageing of trade payables is as follows:
2024
2023
£m
£m
Less than one year
 314 
 357 
Between one and five years
 1 
 – 
 
More than five years
 – 
 
 – 
 
Total
 315 
 357 
Maturity analysis for lease liabilities is included in Note B4, and other financial liabilities in Note C6.
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 4.48%–5.25% (2023: 3.88%–5.25%).
Termite damage
Self-
claims
insurance
Environmental
Other
Total
£m
£m
£m
£m
£m
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 
At 1 January 2024
 260 
 164 
 16 
 11 
 451 
Exchange differences
 3 
 1 
 – 
 
 – 
 
 4 
Additional provisions
 20 
 98 
 1 
 8 
 127 
Used during the year
(68) 
(81) 
(3) 
(9) 
(161) 
Unused amounts reversed
(12) 
 – 
 
(1) 
(2) 
(15) 
Acquisition of companies and businesses
 – 
 
 – 
 
 – 
 
 2 
 2 
Unwinding of discount on provisions
 10 
 1 
 – 
 
 – 
 
 11 
At 31 December 2024
 213 
 183 
 13 
 10 
 419 
2024
2023
Total
Total
£m
£m
Analysed as follows:
Non-current
 304 
 357 
Current
 115 
 94 
Total
 419 
 451 
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
178
Annual Report 2024
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 16 years at a declining rate. The trend of volume and value of claims is monitored and
reviewed over time (with the support of external advisors) and as such the value of the provision is also likely to change.
The Group’s provision relates to legacy claims (from the period prior to the acquisition of Terminix), estimated at £197m (2023: £247m); and new
customer claims, estimated at £16m (2023: £13m). The sensitivity of the legacy claims 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 2024, interest rates (and therefore discount rates) have increased. Rates could move in either direction and
management has modelled that an increase/decrease of 50 bps in yields would decrease/increase the provision by £5m (2023: £8m). Over the
12 months to 31 December 2024, seven-year risk-free rate yields have increased 60 bps from 3.88% to 4.48% (2023: decrease 15 bps).
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 used an average of claim costs for the last 12 months for each material category of claim,
adjusted where necessary to account for ageing of claims, 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 £9m (2023: £15m). Over the 12 months to
31 December 2024, as a result of accelerating the cleardown of legacy longstanding claims and other macroeconomic factors, in-year costs per
claim rose by c.40% (2023: 32%). This is not representative of management’s expectations of future costs as ageing of claims, which drives an
increased cost per claim, has reduced significantly in recent months and is expected to continue to improve.
Claim rate
– Management has estimated claim rates based on statistical historical incurred claims. Data has been captured 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; however, management actions can prevent claims from becoming litigated and hence more costly. These factors cause 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 £9m (2023: £15m), accordingly. Over the 12 months to 31 December 2024, claim rates fell by
c.24% (2023: fell 7%).
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
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 £7m down or up (2023: £11m), accordingly. On average over the last 10 years churn rates have moved by +/– c.2.0% per
annum (2023: +/-1.8%).
Self-insurance
The Group purchases external insurance from a portfolio of international insurers for its key insurable risks. In order to help mitigate the cost of
external insurance, the Group self-insures a level of cover on its major insurance policies. Self-insurance provisions represent obligations for open
claims, and also incurred but not reported (IBNR) losses. External actuaries are used to help management estimate the provisions held at the
balance sheet date. Due to the nature of the claims, the timing of utilisation of these provisions is uncertain.
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 £24m (2023: £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.
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Other Information
Rentokil Initial plc
179
Annual Report 2024
A7. Operating expenses
Operating expenses from continuing operations include the following items:
2024
2023
2022
Notes
£m
£m
£m
Employee costs
A9
 2,558 
 2,550 
 1,777 
Direct materials and services
 877 
 900 
 704 
Vehicle costs
 291 
 286 
 201 
Property costs
 107 
 108 
 82 
Depreciation and impairment of property, plant and equipment
B3
 159 
 154 
 140 
Amortisation and impairment of intangible assets
B2
 225 
 201 
 140 
Other operating expenses
1
 614 
 512 
 329 
Total operating expenses
 4,831 
 4,711 
 3,373 
1.
Other operating expenses includes professional fees, marketing costs, and amortisation of contract costs.
A8. Auditors’ remuneration
2024
2023
2022
£m
£m
£m
Fees payable to the Company’s auditors for the audit of the Parent Company and Group accounts
2
3
3
Audit of accounts of subsidiaries of the Group
4
5
4
Audit-related assurance services
1
5
3
2
Total audit and audit-related assurance services
11
11
9
Non-audit services
2
3
Total
11
11
12
1.
Included in 2024 is an amount of £4m for reporting on internal financial controls (2023: £3m). 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.
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.
2024
2023
2022
£m
£m
£m
Wages and salaries
 2,262 
 2,318 
 1,582 
Social security costs
 228 
 171 
 154 
Share-based payments
 20 
 27 
 17 
Pension costs:
– defined contribution plans
 46 
 32 
 22 
– defined benefit plans
 2 
 2 
 2 
 2,558 
 2,550 
 1,777 
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
180
Annual Report 2024
Monthly average number of people employed by the Group during the year:
2024
2023
2022
Number
Number
Number
Processing and service delivery
 48,475 
 47,387 
 38,256 
Sales and marketing
 7,848 
 7,501 
 5,993 
Administration and overheads
 9,309 
 8,663 
 7,226 
 65,632 
 63,551 
 51,475 
Emoluments of the Directors of Rentokil Initial plc are detailed below.
Highest paid Director
Other Directors
£000
£000
2022
Aggregate emoluments excluding share options
 2,698.7 
 1,557.5 
Aggregate gains made by Directors on exercise of share options
 – 
 
 233.8 
Aggregate amount receivable under long-term incentive schemes
 831.9 
 380.3 
Aggregate value of Company contributions to defined contribution pension schemes
 – 
 
 – 
 
 3,530.6 
 2,171.6 
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 
Aggregate value of Company contributions to defined contribution pension schemes
 – 
 
 – 
 
 7,069.3 
 1,673.7 
2024
Aggregate emoluments excluding share options
 1,032.8 
 633.4 
Aggregate gains made by Directors on exercise of share options
 4,824.5 
 – 
 
Aggregate amount receivable under long-term incentive schemes
 877.1 
 441.0 
Aggregate value of Company contributions to defined contribution pension schemes
 – 
 
 – 
 
 6,734.4 
 1,074.4 
2024
2023
2022
Number
Number
Number
Number of Directors accruing retirement benefits
– defined contribution schemes
 – 
 
 – 
 
– defined benefit schemes
 – 
 
 – 
 
Number of Directors exercising share options
1
 1 
 1 
 1 
Number of Directors receiving shares as part of long-term incentive schemes
 2 
 2 
 2 
1.
The highest-paid Director exercised 986,515 (2023: 971,802; 2022: nil) share options during the year.
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181
Annual Report 2024
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
2024
2023
Weighted average %
Discount rate
3.5%
3.5%
Future salary increases
n/a
n/a
Future pension increases
2.1%
2.3%
Inflation
2.1%
2.3%
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, although
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 15–16 years.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
182
Annual Report 2024
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
2024
2024
2024
2023
2023
2023
£m
£m
£m
£m
£m
£m
At 1 January
(60) 
 35 
(25) 
(65) 
 38 
(27) 
Current service costs¹
(1) 
 – 
 
(1) 
(1) 
 – 
 
(1) 
Interest on defined benefit obligation/asset¹
(2) 
 1 
(1) 
(2) 
 1 
(1) 
Exchange difference
 2 
(2) 
 – 
 
 2 
(1) 
 1 
Total pension income/(expense)
(1) 
(1) 
(2) 
(1) 
 – 
 
(1) 
Remeasurements:
– Remeasurement gain/(loss) on scheme assets
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
– Remeasurement gain/(loss) on obligation
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
Contributions:
– Employers
(1) 
 1 
 – 
 
(1) 
 2 
 1 
– Benefit payments
 6 
(1) 
 5 
 7 
(5) 
 2 
At 31 December
(56) 
 34 
(22) 
(60) 
 35 
(25) 
Retirement benefit obligation schemes²
(41) 
 16 
(25) 
(44) 
 16 
(28) 
Retirement benefit asset schemes³
(15) 
 18 
 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. Benefit plans in an obligation position include plans situated in Austria, France, Germany, Hong Kong, India, Italy, Martinique, Norway, the Philippines, Saudi Arabia, South Africa,
South Korea, Sri Lanka, Thailand, Trinidad and Tobago, and the UK.
3. Benefit plans in an asset position include plans situated in Australia, Barbados, and Ireland.
Of the £56m (2023: £60m) of obligations in the table above, £17m (2023: £20m) is unfunded.
Total contributions payable to defined benefit pension schemes in 2025 are expected to be less than £1m.
The fair value of plan assets at the balance sheet date is analysed as follows:
2024
2023
£m
£m
Equity instruments
 3 
 2 
Debt instruments – unquoted
 14 
 15 
Property
 1 
 1 
Other
 16 
 17 
Total plan assets
 34 
 35 
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 (2023: £34m). No remeasurement
gain or loss was recognised during the year (2023: £nil).
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Other Information
Rentokil Initial plc
183
Annual Report 2024
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 (other than those which are a result of movements in total shareholder return (TSR)) 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 2022, 2023, and 2024, 50% of the award is based on 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 and 2024, 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 £20m (2023: £27m; 2022: £18m). This includes charges for
the Performance Share Plan and Restricted Share Plan of £20m (2023: £17m; 2022: £9m). In 2022 and 2023, there were charges relating to the
transfer of existing long-term incentive plans in Terminix and a non-recurring retention award totalling £9m and £10m respectively. 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
2024
2024
2024
2024
2024
2024
2024
2024
2024
2024
2013
2016
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
 69 
 – 
 
(69) 
 – 
 
 – 
 
2014
2017
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
 1,151,851 
 – 
 (1,151,851) 
 – 
 
 – 
 
2015
2018
 – 
 
 26,277 
 – 
 
(26,277) 
 – 
 
 1,251,052 
 26,277 
(94,042) 
 – 
  1,183,287 
2016
2019
 – 
 
 31,575 
 – 
 
(31,575) 
 – 
 
 1,427,960 
 31,575 
(35,665) 
 – 
  1,423,870 
2017
2020
 – 
 
 26,381 
 – 
 
(26,381) 
 – 
 
 1,209,932 
 26,381 
(62,824) 
(1,146)  1,172,343 
2018
2021
 – 
 
 33,926 
 – 
 
(33,926) 
 – 
 
 1,564,454 
 33,926 
(80,787) 
(2,320)  1,515,273 
2019
2022
 – 
 
 34,750 
 – 
 
(34,750) 
 – 
 
 1,770,998 
 34,750 
(286,233) 
(667)  1,518,848 
2020
2023
 – 
 
 24,304 
 – 
 
(24,304) 
 – 
 
 1,241,998 
 24,304 
(193,231) 
(1,666)  1,071,405 
2021
2024
 3,632,199 
 81,393 (1,878,836) (1,834,756) 
 – 
 
 – 
  1,834,756 
(813,178) 
(130,135) 
 891,443 
2022
2025
 4,665,701 
 6,005 
(705,299) 
(47,415)  3,918,992 
 5,951 
 47,415 
(5,951) 
 – 
 
 47,415 
2023
2026
 4,638,991 
 3,066 
(610,615) 
 – 
  4,031,442 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
2024
2027
 – 
  7,110,973 
(512,191) 
 – 
  6,598,782 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
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) 
 – 
 
 – 
 
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
184
Annual Report 2024
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
2024
2024
2024
2024
2024
2024
2024
2024
2024
2024
2023
2024
 195,310 
 – 
 
 – 
 
(195,310) 
 – 
 
 195,310 
(195,310) 
2023
2025
 88,465 
 260,000 
(28,440) 
 – 
 
 320,025 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
2023
2026
 727,645 
 170,000 
(103,570) 
 – 
 
 794,075 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
2024
2025
 – 
 
 149,640 
 – 
 
 – 
 
 149,640 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
2024
2026
 – 
 
 282,170 
(47,205) 
 – 
 
 234,965 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
2024
2027
 – 
 
 914,085 
(127,795) 
 – 
 
 786,290 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
2024
2028
 – 
 
 90,630 
 – 
 
 – 
 
 90,630 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
2024
2029
 – 
 
 90,630 
 – 
 
 – 
 
 90,630 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
2024
2030
 – 
 
 90,630 
 – 
 
 – 
 
 90,630 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
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 2024 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 2024, the significant inputs into the model were a share price of 466.1p (2023: 581.4p), an expected share price volatility of 29.5%
(2023: 26.3%), a median share price correlation between the companies in the comparator group of 73.1% (2023: 84.1%), 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 2024 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 2024 was £36m (2023: £36m) and the weighted average fair value per award granted during the year was
396.3p (2023: 506.7p). The weighted average share price for options exercised in the year was 471.4p (2023: 568.6p) and the weighted average
contract term remaining on shares unexercised at the year end was 535 days (2023: 497 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:
2024
2023
2022
£m
£m
£m
Current tax expense
 89 
 94 
 76 
Adjustment in respect of previous periods
 5 
(8) 
 2 
Total current tax
 94 
 86 
 78 
Deferred tax expense/(credit)
 11 
 30 
(3) 
Deferred tax adjustment in respect of previous periods
(7) 
(4) 
(11) 
Total deferred tax
 4 
 26 
(14) 
Total income tax expense
 98 
 112 
 64 
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
185
Annual Report 2024
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:
2024
2023
2022
£m
£m
£m
Profit before tax
 405 
 493 
 296 
Tax calculated at domestic tax rates applicable to profits in the respective countries
 101 
 123 
 69 
Adjustment in respect of previous periods
(2) 
(12) 
(9) 
Amounts not (taxable)/deductible for tax purposes – one-off and adjusting items
(1) 
 1 
 9 
Expenses not deductible for tax purposes – other
 6 
 6 
 3 
Income not subject to tax
(2) 
(2) 
(5) 
Impairment of goodwill
 6 
 – 
 
 5 
Deferred tax recognised on losses
(9) 
(3) 
(1) 
Deferred tax impact of change in tax rates
(3) 
 – 
 
(7) 
Provisions utilised for which no deferred tax assets were recognised
 2 
 – 
 
(1) 
Local business taxes
 1 
 1 
 1 
US BEAT liability
 – 
 
 1 
 – 
 
Tax credits
(1) 
(2) 
 – 
 
Other
 – 
 
(1) 
 – 
 
Total tax expense
 98 
 112 
 64 
The Group’s effective tax rate (ETR) for 2024 on reported profit before tax was 24.2% (2023: 22.7%; 2022: 21.6%). This compares with a blended
rate of tax for the countries in which the Group operates of 25.3% (2023: 25.1%; 2022 23.7%). The Group’s low tax rate in 2024 is primarily
attributable to the recognition of deferred tax on losses of £9m (2023: £3m; 2022 £1m).
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. The legislation is effective for the Group’s financial year beginning
1 January 2024.
The Group is in scope of the substantively enacted legislation and has undertaken an assessment of the Group’s liability to Pillar 2 income taxes
for the financial year ended 31 December 2024, mainly focusing on the transitional country-by-country reporting safe harbours which apply until
2026.
Various other jurisdictions the Group operates in have also substantively enacted legislation or are intending to bring in legislation to implement
Pillar 2 and domestic top-up taxes. The expectation is that there will be minimal variations between the UK legislation and other countries’
legislation as all are based on the same Organisation for Economic Co-operation and Development (OECD) Pillar 2 model rules. 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 based on the 2024 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 is a top-up tax charge 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 does not apply and for a small number of these the Pillar 2
effective tax rate is close to 15%. The aggregate of the top-up tax charge for those countries is immaterial (less than £1m).
The Group continues to monitor developments in the implementation of the Pillar 2 rules in the UK and other relevant jurisdictions as the Pillar 2
legislation and guidance evolve.
A tax charge of £6m has been recognised in other comprehensive income (2023: £6m credit; 2022 £11m credit), which mainly relates to the
recognition of a deferred tax liability on the cash flow hedge and cost of hedging reserves recorded within other comprehensive income.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
186
Annual Report 2024
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 2024, 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 £38m as at 31 December 2024 (2023: £41m). Included within this amount is
£5m (2023: £5m) 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 £87m (2023: £100m). The decrease was attributable to a reduction in cash tax payments in line with Group
profits and one-off tax repayments received in 2024. The cash tax paid is expected to increase in future periods in line with Group profits.
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:
2024
2023
£m
£m
At 1 January
(474) 
(470) 
Exchange differences
(8) 
 25 
Impact of acquisition of companies and businesses
 19 
(8) 
(Charged)/credited to the income statement
(4) 
(26) 
(Charged)/credited to other comprehensive income
(7) 
 4 
(Charged)/credited to equity
(3) 
 1 
At 31 December
(477) 
(474) 
Deferred taxation has been presented on the balance sheet as follows:
Deferred tax asset within non-current assets
 34 
 43 
Deferred tax liability within non-current liabilities
(511) 
(517) 
(477) 
(474) 
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
187
Annual Report 2024
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
depreciation
Provisions
Contacts
losses
payments
Other
2
Total
£m
£m
£m
£m
£m
£m
£m
£m
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 
Impact of business combinations
(8) 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
(8) 
At 31 December 2023
(552) 
(84) 
 149 
(41) 
 38 
 15 
 1 
(474) 
At 1 January 2024
(552) 
(84) 
 149 
(41) 
 38 
 15 
 1 
(474) 
Exchange differences
(11) 
(1) 
 6 
(2) 
 – 
 
 – 
 
 – 
 
(8) 
Recognised in income statement
(4) 
 4 
 8 
(19) 
 3 
 1 
 3 
(4) 
Recognised in other comprehensive income
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
(7) 
(7) 
Recognised in equity
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
(3) 
 – 
 
(3) 
Impact of business combinations
1
 24 
 – 
 
(7) 
 2 
 – 
 
 – 
 
 – 
 
 19 
At 31 December 2024
(543) 
(81) 
 156 
(60) 
 41 
 13 
(3) 
(477) 
1.
Deferred tax liabilities have been adjusted in 2024 by a decrease of £28m relating to the Terminix acquisition with a corresponding reduction in goodwill.
2. Included within other deferred tax assets/liabilities are retirement benefits and unremitted earnings from subsidiaries.
A deferred tax asset of £41m has been recognised in respect of losses which are expected to be utilised within 10 years (2023: £38m), of which
£30m (2023: £28m) relates to UK losses carried forward at 31 December 2024. 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. A deferred tax asset is now recognised on all the UK tax losses (2023: £34m unrecognised).
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 £242m (2023: £169m) 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, £203m (2023: £95m) will expire at various dates between 2025 and 2045.
In addition, the Group has UK capital losses carried forward of £276m (2023: £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 £3m (2023: £4m) 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.
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 Group’s ultimate parent entity is incorporated, and is in effect from 1 January 2024. 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.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
188
Annual Report 2024
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 income statement. 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, the Group purchased 100% of the share capital or trade and assets of 36 companies and businesses (2023: 41). The total
consideration in respect of these acquisitions was £182m (2023: £261m), and the cash outflow from current and past period acquisitions net
of cash acquired was £172m (2023: £242m).
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:
2024
2023
£m
£m
Purchase consideration
– Cash paid
 115 
 203 
– Deferred and contingent consideration
 67 
 58 
Total purchase consideration
 182 
 261 
Fair value of net assets acquired
(51) 
(88) 
Goodwill from current-year acquisitions
 131 
 173 
Goodwill expected to be deductible for tax purposes
 84 
 76 
Deferred consideration of £35m and contingent consideration of £32m are payable in respect of the above acquisitions (2023: £15m and £43m
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 £7m (2023: £nil).
Strategic Report
Corporate Governance
Financial Statements
Other Information
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The fair values
6
of assets and liabilities arising from acquisitions in the year are as follows:
2024
2023
£m
£m
Non-current assets
– Intangible assets
1
 56 
 80 
– Property, plant and equipment
2
 11 
 12 
Current assets
3
 27 
 22 
Current liabilities
4
(23) 
(12) 
Non-current liabilities
5
(20) 
(14) 
Net assets acquired
 51 
 88 
1.
Includes £46m (2023: £69m) of customer lists and £10m (2023: £11m) of other intangibles.
2. Includes £4m (2023: £1m) of ROU assets.
3.
Includes cash acquired of £2m (2023: £8m), inventory of £11m (2023: £2m), and trade and other receivables of £14m (2023: £12m).
4. Includes trade and other payables of £23m (2023: £10m).
5. Includes £9m of deferred tax liabilities relating to acquired intangibles (2023: £12m), lease liabilities of £4m (2023: £1m), and other liabilities of £7m (2023: £1m).
6. The fair values of assets and liabilities from acquisitions in the current year will be finalised in the 2025 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.
During the year, there were adjustments to the accounting of prior-year acquisitions resulting in a decrease in goodwill of £19m offset by a
reduction in deferred tax liabilities of £28m, and a reduction in customer lists of £9m.
The cash outflow from current and past acquisitions is as follows:
2024
2023
£m
£m
Total purchase consideration
 182 
 261 
Consideration payable in future periods
(67) 
(58) 
Purchase consideration paid in cash
 115 
 203 
Cash and cash equivalents in acquired companies and businesses
(2) 
(8) 
Cash outflow on current period acquisitions
 113 
 195 
Deferred and contingent consideration paid
 59 
 47 
Cash outflow on current and past acquisitions
 172 
 242 
From the dates of acquisition to 31 December 2024, new acquisitions contributed £68m to revenue and £1m to operating profit (2023: £75m and
£10m respectively).
If the acquisitions had occurred on 1 January 2024, the revenue and operating profit of the combined Group would have amounted to £5,492m
and £551m respectively (2023: £5,414m and £628m respectively).
Notes to the Consolidated Financial Statements
continued
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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
lists
brands
intangibles
development
software
Total
£m
£m
£m
£m
£m
£m
£m
Cost
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 
At 1 January 2024
 5,080 
 1,460 
 1,127 
 76 
 65 
 229 
 8,037 
Exchange differences
 50 
(13) 
 18 
 – 
 
 – 
 
(1) 
 54 
Additions
 – 
 
 – 
 
 – 
 
 – 
 
 9 
 46 
 55 
Disposals/retirements
 – 
 
(22) 
 – 
 
(2) 
 – 
 
(22) 
(46) 
Acquisition of companies and businesses
 113 
 37 
 – 
 
 10 
 – 
 
 – 
 
 160 
Hyperinflationary adjustment
 10 
 4 
 – 
 
 1 
 – 
 
 – 
 
 15 
At 31 December 2024
 5,253 
 1,466 
 1,145 
 85 
 74 
 252 
 8,275 
Accumulated amortisation and impairment
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) 
At 1 January 2024
(64) 
(689) 
 – 
 
(39) 
(44) 
(159) 
(995) 
Exchange differences
 4 
 14 
 – 
 
 – 
 
 – 
 
 1 
 19 
Disposals/retirements
 – 
 
 22 
 – 
 
 2 
 – 
 
 20 
 44 
Hyperinflationary adjustment
(8) 
(2) 
 – 
 
 – 
 
 – 
 
 – 
 
(10) 
Impairment charge
(28) 
 – 
 
 – 
 
 – 
 
(2) 
 – 
 
(30) 
Amortisation charge
 – 
 
(152) 
 – 
 
(9) 
(8) 
(26) 
(195) 
At 31 December 2024
(96) 
(807) 
 – 
 
(46) 
(54) 
(164) 
(1,167) 
Net book value
At 1 January 2023
 5,100 
 900 
 1,185 
 37 
 18 
 63 
 7,303 
At 31 December 2023
 5,016 
 771 
 1,127 
 37 
 21 
 70 
 7,042 
At 31 December 2024
 5,157 
 659 
 1,145 
 39 
 20 
 88 
 7,108 
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.
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(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 £4m in the year
(2023: £2m).
Development costs recognised as an expense are never reclassified as an asset in a subsequent period. Development costs that have been
capitalised are amortised from the date the product is made available.
(d) Computer software
Costs that are directly associated with the production of identifiable and unique software products that are controlled by the Group (including
employee costs and external software development costs) are recognised as intangible assets, if they are expected to generate economic
benefits beyond one year in excess of their cost. Purchased computer software is initially recognised based on the costs incurred to acquire
and bring it into use.
Costs associated with maintaining computer software are recognised as an expense in the period in which they are incurred.
Intangible assets – indefinite useful lives
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired
business at the date of acquisition. It is recognised as an intangible asset. Goodwill arising on the acquisition of an associate is included in
investments in associates.
(b) Brands with indefinite useful lives
Brands with indefinite useful lives are acquired as part of business combinations. No value is attributed to internally generated brands as
expenditure incurred to develop, maintain, and renew brands internally is recognised as an expense in the period incurred.
The Terminix US and Terminix International brands are considered to have indefinite useful lives due to their long history in the US (being founded
in 1927) and having a strong brand equity in the US for much of their 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 not resulted in any impairments during 2024.
A breakdown of goodwill by region is shown below:
2024
2023
£m
£m
North America
1
4,528 
4,376 
International
Europe (incl. LATAM)
223 
243 
UK & Sub-Saharan Africa
110 
97 
Asia & MENAT
183 
189 
Pacific
113 
111 
Sub-total International
629 
640 
Total
5,157 
5,016 
1.
Includes £4,420m (2023: £4,285m) relating to the US Pest Control CGU (which is combined with the US Terminix CGU from 1 January 2024).
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. All other
CGUs were supported through the value-in-use approach. During the year, the Group recognised total goodwill impairments of £28m (2023: £3m)
relating to Argentina, Brazil, Hong Kong, Israel, and Lebanon. For all other goodwill and indefinite-lived brands balances, it can be demonstrated
Notes to the Consolidated Financial Statements
continued
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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.
The key assumptions used by individual CGUs for value-in-use calculations were:
2024 long-term
2024 pre-tax
2023 long-term
2023 pre-tax
growth rate
1
discount rate
growth rate¹
discount rate
North America
2
2.0–2.1%
8.5–8.7%
2.0–2.1%
9.8–12.4%
International
Europe (incl. LATAM)
1.7–3.0%
8.0–17.1%
1.6–3.0%
8.9–17.8%
UK & Sub-Saharan Africa
2.0%
9.3–11.1%
2.0%
10.5–12.0%
Asia & MENAT
2.0–4.0%
7.7–14.1%
2.0–4.0%
8.9–15.6%
Pacific
2.0–2.5%
10.3–10.9%
2.0–2.6%
11.3–12.1%
1. Source: imf.org.
2. The US Terminix and US Pest Control CGUs combined into a single CGU during 2024. Key assumptions used by the combined US Pest Control CGU were a long-term growth rate of 2.1%
(2023: 2.1%) and a pre-tax discount rate of 8.7% (2023: 10.1%). For the combined US Pest Control CGU, the recoverable amount exceeds the carrying amount by £3,060m (2023:
£2,869m).
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 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 
At 1 January 2024
 122 
 614 
 216 
 255 
 1,207 
Exchange differences
(3) 
(31) 
(8) 
(5) 
(47) 
Additions
 7 
 126 
 14 
 24 
 171 
Disposals
(4) 
(98) 
(16) 
(51) 
(169) 
Acquisition of companies and businesses
 1 
 1 
 – 
 
 5 
 7 
Hyperinflationary adjustment
 1 
 – 
 
 – 
 
 1 
 2 
Reclassification from IFRS 16 ROU assets
1
 – 
 
 – 
 
 – 
 
 8 
 8 
At 31 December 2024
 124 
 612 
 206 
 237 
 1,179 
Accumulated depreciation and impairment
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) 
At 1 January 2024
(44) 
(369) 
(153) 
(142) 
(708) 
Exchange differences
(1) 
 20 
 7 
 3 
 29 
Disposals
 3 
 96 
 16 
 46 
 161 
Depreciation charge
(5) 
(108) 
(14) 
(32) 
(159) 
At 31 December 2024
(47) 
(361) 
(144) 
(125) 
(677) 
Net book value
At 1 January 2023
 83 
 231 
 64 
 117 
 495 
At 31 December 2023
 78 
 245 
 63 
 113 
 499 
At 31 December 2024
 77 
 251 
 62 
 112 
 502 
1.
Certain leased assets become owned assets at the end of their lease period and are therefore reclassified from ROU assets (Note B4).
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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 (2023: £nil).
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
equipment
Total
£m
£m
£m
£m
Net book value
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
1
 – 
 
(8) 
 – 
 
(8) 
At 31 December 2023
 178 
 273 
 1 
 452 
At 1 January 2024
 178 
 273 
 1 
 452 
Exchange differences
(2) 
 – 
 
 – 
 
(2) 
Additions
 61 
 83 
 – 
 
 144 
Disposals
(2) 
(4) 
 – 
 
(6) 
Acquisition of companies and businesses
 4 
 – 
 
 – 
 
 4 
Depreciation charge
(57) 
(65) 
(1) 
(123) 
Reclassification to property, plant and equipment
1
 – 
 
(8) 
 – 
 
(8) 
At 31 December 2024
 182 
 279 
 – 
 
 461 
1.
Certain leased assets become owned assets at the end of their lease period and are therefore reclassified to property, plant and equipment (Note B3).
Notes to the Consolidated Financial Statements
continued
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Annual Report 2024
Analysis of the Group’s lease liabilities is shown below:
2024
2023
£m
£m
At 1 January
 445 
 460 
Exchange differences
(1) 
(20) 
Lease payments
(169) 
(182) 
Interest
 24 
 25 
Additions
 142 
 161 
Acquisition of companies and businesses
 4 
 1 
At 31 December
 445 
 445 
Analysed as follows:
Non-current
 315 
 318 
Current
 130 
 127 
Total
 445 
 445 
Lease liabilities analysed by currency:
2024
2023
£m
£m
Pound sterling
 43 
 34 
Euro
 75 
 63 
US dollar
 267 
 289 
Other currencies
 60 
 59 
At 31 December
 445 
 445 
Lease liabilities are payable as follows:
2024
2023
£m
£m
Less than one year
 150 
 146 
Between one and five years
 289 
 298 
More than five years
 65 
 72 
Future minimum payments
 504 
 516 
Effect of discounting
(59) 
(71) 
Carrying value
 445 
 445 
Other lease costs not already described are set out below:
2024
2023
£m
£m
Expenses relating to short-term leases
 25 
 14 
Expenses relating to leases of low-value assets
 5 
 8 
Expenses relating to variable lease payments
 3 
 2 
At 31 December
 33 
 24 
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:
2024
2023
£m
£m
Property, plant and equipment
 31 
 22 
Intangible assets
 2 
 3 
Total
 33 
 25 
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B6. Investments in associated undertakings
2024
2023
£m
£m
Interest in Nippon Calmic Limited
 25 
 31 
Interest in individually immaterial associated undertakings
 12 
 13 
At 31 December
 37 
 44 
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.
2024
2023
£m
£m
At 1 January
 31 
 32 
Exchange differences
(2) 
(4) 
Share of profit
1
 6 
 7 
Dividends received
(10) 
(4) 
At 31 December
 25 
 31 
1.
Share of profit is net of tax of £3m (2023: £4m).
Assets
Liabilities
Revenue
Profit
Assets
Liabilities
Revenue
Profit
2024
2024
2024
2024
2023
2023
2023
2023
£m
£m
£m
£m
£m
£m
£m
£m
Nippon Calmic Ltd (49%)
 58 
(32) 
 52 
 6 
 60 
(28) 
 54 
 7 
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.
2024
2023
£m
£m
At 1 January
 13 
 31 
Exchange differences
(1) 
(1) 
Disposals
 – 
 
(19) 
Share of profit
 1 
 2 
Dividends received
(1) 
 – 
 
At 31 December
 12 
 13 
There was no unrecognised share of losses related to associates (2023: £nil).
Notes to the Consolidated Financial Statements
continued
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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 (£799m) under the Group’s committed debt facilities, and $50m (£40m) term loan facility maturing May 2025,
together with unrestricted cash of £357m, gives the Group combined headroom of £1,196m at 31 December 2024 (2023: £1,603m).
The Group’s 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. Both S&P Global (S&P) and Fitch Ratings
(Fitch) rated the Group BBB. 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 $700m falling due in October 2025. The Group has sufficient headroom to cover this maturity without issuing
new debt.
The €500m bond due May 2026, and the €600m bond 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 its lenders’
creditworthiness to ensure commitments under its facilities are available as needed.
At 31 December 2024, the Group had a total of £13m of cash held on bank accounts with banks rated below A- (2023: £16m). The highest
concentration with any single bank rated below A- was £1m (2023: £1m).
(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 112% 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 60% and 33% of Group operating profit respectively.
At 31 December 2024, the Group’s net debt was approximately 63% US dollar (2023: 74%), 26% euro (2023: 28%), and 11% debt in other
currencies, including sterling (2023: 2% cash). The translation of the interest element of US dollar and euro 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 £30m increase/decrease (2023: £35m) in operating profit, offset by a £10m decrease/increase
(2023: £12m) in interest payable and a £372m increase/decrease (2023: £349m) in other comprehensive income. A 10% movement in £/€ would
result in a £17m increase/decrease (2023: £16m) in operating profit, offset by a £4m decrease/increase (2023: £5m) in interest payable and a £19m
increase/decrease (2023: £17m) 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 £158m (2023: £182m) and
euro is £24m (2023: £27m). Where possible, currency cash flows are used to settle liabilities in the same currency in preference to selling
currency in the market.
Strategic Report
Corporate Governance
Financial Statements
Other Information
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197
Annual Report 2024
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 £61m at 31 December 2024
(2023: £86m). 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 sterling interest rates would reduce the market value of the Group’s bond liabilities by £22m at 31 December 2024
(2023: £26m). The income statement impact is £nil (2023: £nil).
A hypothetical 1.0% increase in US dollar interest rates would have an income statement impact of £2m (2023: £6m) as the $700m term loan was
37.5% hedged on a weighted average basis in 2024 (2023: 50%) and certain leases are denominated in US dollars with floating interest rates.
The Group had outstanding bond debt issues at 31 December 2024 with a fair market value of £2,480m (2023: £2,959m). This is below the book
value of £2,494m (2023: £2,943m) due to 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 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:
2024
2023
Notes
£m
£m
Current
Cash and cash equivalents in the Consolidated Balance Sheet
C3
 925 
 1,562 
Other investments
1
C4
 2 
 1 
Fair value of debt-related derivatives
(3) 
(18) 
Bank and other short-term borrowings
2
(1,166) 
(1,134) 
Lease liabilities
B4
(130) 
(127) 
Non-current
Fair value of debt-related derivatives
(23) 
 41 
Bank and other long-term borrowings
3
(2,498) 
(3,153) 
Lease liabilities
B4
(315) 
(318) 
Total net debt
(3,208) 
(3,146) 
1.
Net debt excludes other investments which are non-cash, such as the investment in unlisted shares.
2. Bank and other short-term borrowings consists of £nil bond debt (2023: £347), £553m overdraft (2023: £730m), £575m loans (2023: £17m), and £38m bond accruals (2023: £40m).
3.
Bank and other long-term borrowings consists of £2,494m bond debt (2023: £2,596m) and £4m loans (2023: £557m).
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
198
Annual Report 2024
The currency split and cash flows of bank, other borrowings, and debt-related derivatives are as follows:
2024
2023
£m
£m
Pound sterling
 921 
 1,075 
Euro
 873 
 934 
US dollar
 1,887 
 2,212 
Other currencies
 9 
 43 
Carrying value
 3,690 
 4,264 
Effect of discounting
 387 
 525 
Undiscounted value
 4,077 
 4,789 
Analysis of undiscounted cash flows of bank and other borrowings:
Less than one year
 1,251 
 1,185 
Between one and five years
 1,848 
 2,601 
More than five years
 978 
 1,003 
Future minimum payments
 4,077 
 4,789 
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
2024
flows
acquisitions)
and other)
2024
Notes
£m
£m
£m
£m
£m
Bank and other short-term borrowings
(1,134) 
 602 
(99) 
(535) 
(1,166) 
Bank and other long-term borrowings
(3,153) 
 – 
 – 
 
 655 
(2,498) 
Lease liabilities
B4
(445) 
 169 
(146) 
(23) 
(445) 
Other investments
 1 
 1 
 – 
 
 – 
 
 2 
Fair value of debt-related derivatives
 23 
 68 
(7) 
(110) 
(26) 
Gross debt
(4,708) 
 840 
(252) 
(13) 
(4,133) 
Cash and cash equivalents in the Consolidated Balance Sheet
 1,562 
(637) 
 – 
 
 – 
 
 925 
Net debt
(3,146) 
 203 
(252) 
(13) 
(3,208) 
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) 
The foreign exchange gain on debt and derivatives amounted to £1m (2023: £146m gain). The gain primarily resulted from a weakening of the euro
by 6 cents and partially offset by strengthening of the US dollar by 2 cents. Included within the net decrease in cash and cash equivalents is £9m
(2023: £3m) 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 £602m (2023: £664m outflow) includes £176m decrease in overdraft (2023: £562m decrease), £334m
debt repayment (included in financing activities) (2023: £nil) and £92m settlement of interest accrued (included within operating activities) (2023:
£102m).
The derivatives cash outflow of £68m (2023: £39m outflow) includes £39m (2023: £3m outflow) of cash paid on debt-related foreign exchange
swaps (included in financing activities) and £29m (2023: £36m) interest paid (included in operating activities).
The cash outflow of £169m from lease liabilities (2023: £182m) includes £145m (2023: £157m) capital paid (included within financing activities) and
£24m (2023: £25m) 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 £2,494m (2023:
£2,943m) and a fair value of £2,480m (2023: £2,959m).
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
199
Annual Report 2024
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 having 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
2024
2024
2024
2024
2024
Notes
£m
£m
£m
£m
£m
Financial assets
Cash and cash equivalents
C3
 925 
 – 
 
 925 
(553) 
 372 
Trade and other receivables
A3
 889 
 – 
 
 889 
 – 
 
 889 
Other financial assets
C4
 2 
 – 
 
 2 
 – 
 
 2 
Derivative financial instruments
C6
 6 
 – 
 
 6 
(1) 
 5 
Total
 1,822 
 – 
 
 1,822 
(554) 
 1,268 
Financial liabilities
Trade and other payables
A5
(847) 
 – 
 
(847) 
 – 
 
(847) 
Borrowings
C2
(3,664) 
 – 
 
(3,664) 
 553 
(3,111) 
Lease liabilities
B4
(445) 
 – 
 
(445) 
 – 
 
(445) 
Derivative financial instruments
C6
(32) 
 – 
 
(32) 
 1 
(31) 
Total
(4,988) 
 – 
 
(4,988) 
 554 
(4,434) 
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
C3
 1,562 
 – 
 
 1,562 
(730) 
 832 
Trade and other receivables
A3
 857 
 – 
 
 857 
 – 
 
 857 
Other financial assets
C4
 1 
 – 
 
 1 
 – 
 
 1 
Derivative financial instruments
C6
 70 
 – 
 
 70 
(26) 
 44 
Total
 2,490 
 – 
 
 2,490 
(756) 
 1,734 
Financial liabilities
Trade and other payables
A5
(866) 
 – 
 
(866) 
 – 
 
(866) 
Borrowings
C2
(4,287) 
 – 
 
(4,287) 
 730 
(3,557) 
Lease liabilities
B4
(445) 
 – 
 
(445) 
 – 
 
(445) 
Derivative financial instruments
C6
(48) 
 – 
 
(48) 
 26 
(22) 
Total
(5,646) 
 – 
 
(5,646) 
 756 
(4,890) 
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 £16m (2023: £15m) 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 £71m (2023: £70m) 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
2024
2023
£m
£m
Cash at bank and in hand
 796 
 1,080 
Money market funds
 24 
 153 
Short-term bank deposits
 105 
 329 
Cash and cash equivalents in the Consolidated Balance Sheet
 925 
 1,562 
Bank overdraft
(553) 
(730) 
Cash and cash equivalents in the Consolidated Cash Flow Statement
 372 
 832 
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.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
200
Annual Report 2024
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
6.3% (2023: nil%) with £1m fixed for six months (2023: £nil) and £1m fixed for six months to one year (2023: £1m). Fair value is equal to carrying
value for all other investments.
Financial assets are denominated in the following currencies:
2024
2023
£m
£m
Pound sterling
 2 
 1 
Other
 21 
 21 
 23 
 22 
Analysed as follows:
Current portion
 2 
 1 
Non-current portion
 21 
 21 
 23 
 22 
None of the financial assets are either past due or impaired in 2024 (2023: 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 2024:
US dollar net investment hedge relationship: $1,627m (2023: $2,091m) cross-currency swaps notional, $546m (2023: $459m) loan notional, and
$137m (2023: $206m) cross-currency swaps future interest cash flows have been used to hedge $2,310m (2023: $2,756m) 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: €315m (2023: €343m) bonds are used to hedge the net assets of the euro operating subsidiaries
totalling €315m (2023: €343m). 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.
Japanese yen (JPY) net investment hedge relationship: JPY2,000m (2023: JPY1,925m) cross-currency swap notional and JPY55m (2023:
JPY27m) cross-currency swaps future interest cash outflows have been used to hedge JPY2,055m (2023: JPY1,898m) of the net assets of the
Japanese associate. The movement in the cross-currency swaps due to changes in JPY/GBP exchange rates are in the opposite direction of the
changes due to JPY/GBP in the associate’s assets. As the critical terms match, their values will systematically change in the opposite direction of
each other. Thus we consider that this demonstrates the existence of an economic relationship.
During the year, there was no gain or loss (2023: £nil) 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.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
201
Annual Report 2024
For the year ended 31 December 2024, the amount in other comprehensive income related to net investment hedge accounting was a loss of
£17m (2023: £109m gain; 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:
2024
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 
 4 
(1,300) 
 May 2026
 1:1 
(5) 
(5) 
 – 
 
 1.241 
– October 2028 
Cross-currency swaps
 JPY 
 – 
 
(10) 
 June 2027 
 1:1 
(1) 
(1) 
 – 
  169.747 
Bonds
 EUR 
(261) 
(261) 
 June 2027
 1:1 
 16 
 16 
 – 
 
 1.162 
– June 2030 
Term loan
 USD 
(436) 
(436) 
 October 2025 
 1:1 
 6 
 6 
 – 
 
 1.110 
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) 
 November 2024
 1:1 
 6 
 6 
 – 
 
 1.162 
– October 2028 
Term loan
 USD 
(360) 
(360) 
 October 2025 
 1:1 
 9 
 9 
 – 
 
 1.110 
The amount in net investment hedge reserves related to continuing hedges is a gain of £6m (2023: £16m gain; 2022: £91m loss), and the amount
related to discontinued hedges is a loss of £7m (2023: £nil; 2022: £nil).
The change in fair value of the outstanding hedging instrument differs from the amount recognised in other comprehensive income 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 other 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 203 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.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
202
Annual Report 2024
Any ineffectiveness on the cash flow hedge is taken directly to finance costs. During the year, there was a loss of £2m (2023: £1m gain) 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 €500m (2023: €500m) of the €500m 2026 bond, €421m (2023: €421m) of the €850m 2027
bond, and €600m (2023: €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 2024, the amount in other comprehensive income related to
cash flow hedge accounting was a gain of £27m (2023: £3m gain; 2022: £6m loss).
The effect of the foreign currency related hedging instruments on the Group’s financial position and performance is shown in the table below:
2024
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 
(27) 
 1,257 
 May 2026
 1:1 
(40) 
(38) 
(2) 
 1.133 
– October 2028 
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 
 – 
Amount in cash flow hedge reserves related to continuing hedges is a gain of £34m (2023: £6m gain; 2022: £3m gain), and the amount related to
discontinued hedges is £nil (2023: £nil; 2022: £nil).
The change in fair value of the outstanding hedging instrument differs from the amount recognised in other comprehensive income 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 income statement).
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
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
203
Annual Report 2024
Fair value
Fair value
Fair value
Fair value
assets
liabilities
assets
liabilities
2024
2024
2023
2023
£m
£m
£m
£m
Interest rate swaps (level 2):
– non-hedge
 – 
 
 – 
 
 – 
 
(1) 
– net investment hedge
 23 
(19) 
 37 
(27) 
– cash flow hedge
 1 
(28) 
 24 
(11) 
Foreign exchange swaps (level 2):
– non-hedge
 – 
 
(3) 
 1 
 – 
 
 24 
(50) 
 62 
(39) 
Analysed as follows:
Current portion
 – 
 
(3) 
 5 
(23) 
Non-current portion
 24 
(47) 
 57 
(16) 
Derivative financial instruments
 24 
(50) 
 62 
(39) 
Contingent consideration (including put option liability) (level 3)
 – 
 
(75) 
 – 
 
(76) 
Analysed as follows:
Current portion
 – 
 
(37) 
 – 
 
(36) 
Non-current portion
 – 
 
(38) 
 – 
 
(40) 
Other payables 
 – 
 
(75) 
 – 
 
(76) 
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 of £6m (2023: £71m) and net derivative liabilities of £32m (2023: £48m).
The effective nominal value of foreign exchange swaps is a £45m liability (2023: £27m asset).
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
2024
2023
£m
£m
At 1 January
 76 
 70 
Exchange differences
(1) 
(3) 
Acquisitions
 31 
 41 
Payments
(25) 
(28) 
Unused amount reversed
(7) 
 – 
 
Revaluation of put option through equity
 1 
(4) 
At 31 December 
 75 
 76 
Fair value is equal to carrying value for all other trade and other payables.
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
204
Annual Report 2024
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 2024
Non-derivative financial instruments
Borrowings
(1,225) 
(1,848) 
(978) 
(4,051) 
(1,225) 
(1,848) 
(978) 
(4,051) 
Derivative financial instruments
Cross-currency interest rate swaps:
– outflow
(47) 
(1,695) 
 – 
 
(1,742) 
– inflow
 25 
 1,623 
 – 
 
 1,648 
Foreign exchange swaps:
– outflow
(363) 
 – 
 
 – 
 
(363) 
– inflow
 360 
 – 
 
 – 
 
 360 
Foreign exchange forwards:
– outflow
(11) 
 – 
 
 – 
 
(11) 
– inflow
 11 
 – 
 
 – 
 
 11 
(25) 
(72) 
 – 
 
(97) 
Net outflow
(1,250) 
(1,920) 
(978) 
(4,148) 
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) 
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
205
Annual Report 2024
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
2024
2024
2024
2024
2023
2023
2023
2023
£m
£m
£m
%
£m
£m
£m
%
Current
$700m term loan due October 2025
 559 
 559 
 – 
 
 5.18 
 – 
 
 – 
 
 – 
 
 – 
 
$50m term loan due May 2025
 40 
 – 
 
 40 
 0.21 
 – 
 
 – 
 
 – 
 
 – 
 
Non-current
$700m term loan due October 2025
 – 
 
 – 
 
 – 
 
 – 
 
 550 
 550 
 – 
 
 5.94 
$1.0bn RCF due October 2029
 799 
 – 
 
 799 
 0.14 
 785 
 – 
 
 785 
 0.14 
The Revolving Credit Facility (RCF) remained undrawn throughout 2023 and 2024. There are no financial covenants associated with 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
2024
2024
2023
2023
Current
€400m bond due November 2024
 – 
 
 – 
 
 Fixed 0.950% 
 Fixed 3.60% 
Non-current
€500m bond due May 2026
 Fixed 0.875% 
 Fixed 2.66% 
 Fixed 0.875% 
 Fixed 2.80% 
€850m bond due June 2027
 Fixed 3.875% 
 Fixed 4.95% 
 Fixed 3.875% 
 Fixed 5.01% 
€600m bond due October 2028
 Fixed 0.500% 
 Fixed 2.12% 
 Fixed 0.500% 
 Fixed 2.23% 
€600m bond due June 2030
 Fixed 4.375% 
 Fixed 4.58% 
 Fixed 4.375% 
 Fixed 4.48% 
£400m bond due June 2032
 Fixed 5.000% 
 Fixed 5.19% 
 Fixed 5.000% 
 Fixed 5.20% 
Average cost of bond debt at year-end rates
3.96%
3.97%
On 22 November 2024, the Group fully repaid the €400m bond using surplus cash.
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
2024
2023
2022
Note
£m
£m
£m
Hedged interest payable on medium-term notes issued
1
 61 
 61 
 39 
Interest payable on bank loans and overdrafts
1
 51 
 42 
 5 
Interest payable on RCF
1
 1 
 3 
 1 
Interest payable on foreign exchange swaps
2
 44 
 44 
 19 
Interest payable on leases
B4
 24 
 25 
 10 
Amortisation of discount on provisions
A6
 11 
 14 
 3 
Foreign exchange loss on translation of foreign assets/liabilities
 5 
 – 
 
 – 
 
Fair value loss on hedge ineffectiveness
 – 
 
 – 
 
 2 
Total finance cost
 197 
 189 
 79 
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 £54m (2023: £55m). £10m has been reported in other comprehensive income due
to hedge accounting (2023: £12m).
C9. Finance income
2024
2023
2022
£m
£m
£m
Bank interest received
 36 
 25 
 5 
Fair value gain on hedge ineffectiveness
 3 
 1 
 22 
Foreign exchange gain on translation of foreign assets/liabilities
 – 
 
 11 
Hyperinflation accounting adjustment
 7 
 11 
 22 
Total finance income
 46 
 48 
 49 
Notes to the Consolidated Financial Statements
continued
Rentokil Initial plc
206
Annual Report 2024
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.
2024
2023
2022
£m
£m
£m
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 
 – 
 
2023 final dividend paid – 5.93p per share
 149 
 – 
 
 – 
 
2024 interim dividend paid – 3.16p per share
 80 
 – 
 
 – 
 
 229 
 201 
 122 
An interim dividend of 3.16p per share was paid on 16 September 2024 amounting to £80m. A final dividend in respect of 2024 of 5.93p per share
is to be proposed at the Annual General Meeting on 7 May 2025.
The aggregate amount of the proposed dividend to be paid out of retained earnings at 31 December 2024, but not recognised as a liability at year
end, is £150m (2023: £150m; 2022: £130m).
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, 2,000,000 new shares were issued in relation to employee share schemes.
2024
2023
£m
£m
Issued and fully paid
At 31 December 2024 – 2,524,539,885 shares (2023: 2,522,539,885)
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.
In November 2024, a purported class action lawsuit was filed on behalf of shareholders who purchased American Depositary Shares in the US
between 1 December 2023 and 10 September 2024. The defendants are the Company and three current and former senior executives, Andy
Ransom, Stuart Ingall-Tombs, and Bradley Paulsen. The complaint alleges that management made false statements about the progress of the
integration of Rentokil and Terminix and its impact upon growth in the US and seeks relief under section 10(b) and 20(a) of the Securities
Exchange Act and SEC rule 10(b)5. The Company and the individual defendants intend to vigorously defend the lawsuit.
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:
2024
2023
2022
£m
£m
£m
Salaries and other short-term employee benefits
6
6
7
Post-employment benefits
2
Share-based payments
1
2
5
7
10
12
Joint ventures and associate entities
Nippon Calmic Limited (49%), SCI Pierre Brossolette (26.25%), Skadedyrkontrollen øst AS (40%), Boecker Public Safety Services – Qatar W.L.L.
(24.5%), Boecker Public Health Services Limited (30%), 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 Environmental Technology Co., Ltd
(30%) were associates during 2023 and 2024. 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
With effect from 1 January 2025, the reporting currency of the Group was changed from sterling to US dollars.
There have been no other significant post balance sheet events affecting the Group since 31 December 2024.
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
207
Annual Report 2024
Related Undertakings
Subsidiaries and other associated undertakings at 31 December 2024. All undertakings are
indirectly owned by the Company unless otherwise stated.
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
c/– Edwards Marshall, level 3/153 Flinders St, Flinders Street, Adelaide
SA 5000, Australia
Allstate Holdings (SA) Pty Ltd
Ordinary
100%
Allstate Pest Control Pty Ltd
Ordinary
100%
Allstate Services Pty Ltd
Ordinary
100%
Unit A1, 3-29 Birnie Ave, Lidcombe Business Park, Lidcombe NSW
2141, Australia
Cannon Hygiene Australia Pty Limited
Ordinary
100%
Geelong Pest Control Pty Ltd
1
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
Ordinary
100%
Rentokil Pest Control (QLD) Pty Limited
Ordinary
100%
Rentokil Pest Holdings Pty Limited
Ordinary
100%
Rentokil Pty Ltd
Ordinary
100%
Preference
Austria
Brown-Boveri-Straße 8/2/8, 2351, Wiener Neudorf, Austria
Rentokil Initial GmbH
Ordinary
100%
Bahamas
Corporate Services International, 308 East Bay Street, Nassau,
PO BOX N-7527, Bahamas
Rentokil Initial (Bahamas) Limited
Ordinary
100%
5th Terrace Centreville, P.O. Box N-1388, Nassau, New Providence,
Bahamas
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 NV
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
Ordinary
100%
Tecnologias Ltda
% held by
Group
Company name
Share class
companies
Torrinha Street 171, Bairro Parque da Figueira, Campinas, CEP
13040-310, Brazil
Impacto Controle de Pragas Ltda.
Ordinary
100%
Celido Utz, 66, Igrejinha, Rio Grande do Sul, Brazil
Imunizadora Hoffmann Ltda
1
Ordinary
100%
Rua Francisco Gonçalo, 16, Loja A, Bairro Pires Façanha, Eusébio,
Ceará, CEP 61775-070
Protecta Manejo Integrado de Pragas Ltda
Ordinary
100%
Avenida Ceci, 348, Fundos, Centro Empresarial Tambore, CEP
06460-120, Barueri -SP, Brazil
Rentokil Initial Do Brasil Ltda
Ordinary
100%
R. Alagoas, 3098, Rua Alagoas, Curitiba, PR, 80630-050, Brazil
União Sul Controle de Pragas Ltda ME
Ordinary
100%
Brunei Darussalam
Unit D1 & D1-1 Block D, Bgn Hj Lajim & Anak-Anak, Kg Kiarong, Gadong
B, Brunei Muara, BE1318, Brunei Darussalam
Rentokil Initial (B) Sdn Bhd
Non-
100%
redeemable
preference
shares
Ordinary
90%
Unit D3, Bgn Hj Lajim & Anak-Anak, Kg Kiarong, Bandar Seri Begawan,
Brunei Muara, BE1318, Brunei Darussalam
Rentokil Initial South East Asia Sdn Bhd
Ordinary
90%
Canada
Suite 900, 1959 Upper Water Street, Halifax NS B3J 2X2, Canada
Rentokil Canada Corporation
Common
100%
Class A
Common
Class B
Chile
Galvarino 8481, Bodega 3, Quilicura, Santiago, Chile
Comercializadora de Insumos y Servicios
Social Rights
100%
Mauco Limitada
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. Víctor Uribe No. 2080 Quilicura, Santiago, Chile
Ingeclean S.A
Ordinary
100%
Rentokil Initial Chile 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
Ordinary
100%
Related Undertakings
continued
Rentokil Initial plc
208
Annual Report 2024
% held by
Group
Company name
Share class
companies
People’s Republic of China
Room 1001, Yijingyuan Comprehensive Building, Hang Zhou Shi, Zhe
Jiang Sheng, 310013, China
Hangzhou Research Institute of Profume
Ordinary
80%
Fumigation Co. Ltd.
Room 103, Building 2, Yuzhongxili #42, Beijing, China
Rentokil Initial (China) Ltd
Ordinary
100%
Colombia
Balor Medellín , Carrera 65A #34A-09, Balor Bogotá Calle 82 #22-06,
Medellín, Colombia
Balor S.A.S.
1
Ordinary
100%
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 SAS
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%
San Pedro de Montes de Oca, de la Fuente de la Hispanidad, San
José, Costa Rica
Fumigadora Control Tecnico De Plagas S.A.
Common
100%
Curaçao
Parke Komersial Korsou, A 24 Veeris, Curaçao
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%
Gøngehusvej 253, 2790 Hørsholm, Denmark
Deichmann Planter ApS
1
Ordinary
100%
El Salvador
Avenida Los Espliego y Avenida las Dalias, polígono V #12, San
Salvador, Colonia San Francisco, El Salvador
Clean Air, S.A. de C. V.
1
Ordinary
100%
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%
% held by
Group
Company name
Share class
companies
Eswatini
Umkhiwa House Lot 195, Karl Grant Street, Mbabane, Eswatini
RI Swaziland (Pty) Ltd
Ordinary
100%
Fiji
Lot 5, Kaua Road, Suva, Fiji
Rentokil Initial Pte Limited
Ordinary
100%
Finland
Tikkurilantie 10 Vantaa, Finland, 01380, Finland
Rentokil Initial Oy
Ordinary
100%
France
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-Dennis,
France
Rentokil Initial Environmental Services S.A.S.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
Blierweg 2/Saarstraße, 65201, Wiesbaden, Germany
Baumhaus GmbH
1
Ordinary
100%
Laufer Straße 3, 90571, Schwaig bei Nürnberg, Mittelfranken, BY,
Germany
IHD Dienstleistungen KG
1
Interest
100%
Piderits Bleiche 11, 33689, Bielefeld, Germany
Medentex GmbH
Ordinary
100%
Rentokil Dental GmbH
Ordinary
100%
Heuesch 1, 49808, Lingen, Germany
Rentokil Holdings GmbH
Ordinary
100%
Rentokil Initial Beteiligungs GmbH
Ordinary
100%
Rentokil Initial GmbH & Co. KG
Ordinary
100%
Seemann Schädlingsbekämpfung und
Ordinary
100%
Holzschutz GmbH & Co.KG
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%
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
209
Annual Report 2024
% 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
Ordinary
100%
Rentokil Initial Guadeloupe Sarl
Ordinary
100%
131 ZA de Calbassier, Basse-Terre, 97100, Guadeloupe
SOS Guadeloupe Traitement
Ordinary
100%
Guatemala
9 Av. 39-97 zone 8 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 SVM
Ordinary
100%
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, 400104, India
Corporate Millennium Hygiene Solutions
Ordinary
100%
Private Limited
Rentokil Initial Hygiene India Private Limited
Ordinary
100%
Office No. 301, 3rd Floor, L. D. Building, Mehra Industrial Estate, LBS
Marg, Vikhroli (West), Mumbai City, Mumbai, Maharashtra, 400079,
India
HiCare Services Private Limited
1
Ordinary
73%
Villa No.3, Crescent Villa, Candolim, Goa, 403515, India
PCI Pest Control Private Limited
Ordinary
73%
% 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
Ordinary A
100%
Ordinary B
PT. Rentokil Indonesia
Ordinary A
100%
Ordinary B
Gedung JDC Lt.6, Jl. Gatot Subroto Kav. 53 Petamburan, Tanah,
Abang, Jakarta Pusat, Indonesia
PT. Wesen Indonesia
Ordinary
100%
Ireland
Hazel House, Millennium Park, Naas, County Kildare, Ireland
Cannon Hygiene International Limited
Ordinary
100%
Initial Medical Services (Ireland) Limited (t/a
Ordinary
100%
Healthcare Waste Mgt Servs)
Pest Pulse Limited
€0.0075
100%
Ordinary A
€0.0075
Ordinary
€0.01
Ordinary
Rentokil Initial Holdings (Ireland) Limited
Ordinary
100%
Rentokil Initial Limited
Ordinary
100%
Ronaldon Limited
Ordinary
100%
Israel
13 Hadid 7313500, Israel
Eitan Amichai Pest Management IPM Ltd
Ordinary
100%
Yarokology Ltd.
Ordinary
100%
Italy
Via Frassinago, 6, 40123, Bologna, BO, Emilia-Romagna, Italy
Bioaware S.R.L.
1
Ordinary
100%
Lfree S.R.L.
1
Ordinary
100%
Via Laurentina km. 26,500, 157 a/c, 00071, Pomezia, Italy
Rentokil Initial Italia SpA
Ordinary
100%
Contrada S. Giovanni in Golfo, 221, Contrada San Giovanni i, 86100,
CB, Molise, Italy
SOGESsp S.R.L.
1
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, Road C, Off Enterprise Road Industrial
Area, Nairobi, Kenya
Rentokil Initial Kenya Limited
Ordinary
100%
Related Undertakings
continued
Rentokil Initial plc
210
Annual Report 2024
% 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%
Boecker World (Holding) s.a.l.
Ordinary
100%
Adonis Building, Bechara el Khoury, Beirut, Lebanon
Boecker Public Health 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
Rentokil Luxembourg Sarl
Ordinary
100%
6 Rue Eugene Ruppert, Luxembourg, 2453, Luxembourg
SVM Finance Luxembourg 1 S.a.r.l.
Ordinary
100%
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, Block D13, Pusat Dagangan Dana, 47301
Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan, 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
100%
shares
Martinique
Zone Industrielle de Champigny, Ducos, Le Marin, 97224, Martinique
Rentokil Initial Martinique Sarl
Ordinary
100%
Mexico
Juan Álvarez #482, Colonia Centro, Monterrey, N.L., 64000, Mexico
Balance Urbano Control de Plagas S.A. de CV
Ordinary
100%
Sauce 29, Col. Santa Maria La Ribera, Cuauhtemoc, CDMX, 06400,
Mexico
Control Vifer, S.A. de C.V.
Ordinary A
100%
Ordinary B
Servicios de Plagas Terminix, S.A. de C.V.
Ordinary A
100%
Ordinary B
Terminix International S.A. de C.V.
Ordinary A
100%
Ordinary B
Calle 29, No. 210 Col. Garcia Gineres, Merida, Yucatán, 97070, Mexico
Personal Profesional de Pesticidas S.A. de C.V. Ordinary
100%
Mozambique
Avenida da Namaacha, kilometro 6, Residencial Mutateia, Cidade da
Matola, Mozambique
Rentokil Initial Mozambique Limitada
Ordinary
100%
% held by
Group
Company name
Share class
companies
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
Wirgenes vei 8B, Barkåker, Tønsberg, Vestfold, 3157, Norway
Rentokil Forsikring Norge AS
Ordinary
100%
Sanitetsveien 17, Postboks 84, Skjetten, 2026, Norway
Rentokil Initial Norge AS
Ordinary
100%
Rambergveien 1, Tønsberg, 3115, Norway
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 – Serviços de
Ordinary
100%
Protecção Ambiental, Unipessoal, Lda
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
211
Annual Report 2024
% held by
Group
Company name
Share class
companies
Saudi Arabia
4477 King Abdul Aziz Road, Suleimaniya, Unit 2 Riyadh KSA,
Saudi Arabia
BET Trading LLC
Ordinary
100%
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 Pte Ltd
Ordinary
100%
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/ Los Carros, 1 Bajo, Pobladura de Pelayo de García, 24249, Leon,
Spain
Desinfeccion de Plagas S.L.
1
Ordinary
100%
C/ Monasterio de Nájera 1, 50002, Zaragoza, Spain
Desinfecciones Bionext, S.L.
Ordinary
100%
Pol. Ind. El Prado, Calle Bilbao, Nave 5, Parcel 17, 06800, Mérida,
Badajoz, Spain
Fumigaciones Extremeñas Merida, S.L.
1
Ordinary
100%
C/ Mar Mediiterráneo 1 (entrada por Mar Adriático, San Fernando de
Henares), 28830, Madrid, Spain
Initial Gaviota S.A.U
Ordinary
100%
Rentokil Initial España SA
Ordinary A
100%
Ordinary B
Ordinary C
Polígono Industrial “Pla de Vallonga”, Calle Meteorito, 59 – Alicante,
Spain
Lokimica S.A
Ordinary
100%
C/de la Nena Casas, 71, 08017, Barcelona, Spain
Servicios Depec S.L.
Ordinary
100%
C/ Palanca 34, 28045, Madrid, Spain
Tecnologia y Desarrollo Medioambiental, S.L.
Ordinary
100%
Sri Lanka
No. 307, Negombo Road, Peliyagoda, Sri Lanka
Rentokil Initial Ceylon (Private) Limited
Ordinary
100%
% held by
Group
Company name
Share class
companies
Sweden
Avestagatan 61, SE 163 53 Spanga, Sweden
Ambius AB
Ordinary
100%
Rent a Plant Interessenter AB
Ordinary
100%
Sweden Recycling AB
Ordinary
100%
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
Schäracher 5, 6232, Geuensee, Sursee, LU, Switzerland
Airomat GmbH
1
Ordinary
100%
Hauptstrasse 3, 4625 Oberbuchsiten, Oberbuchsiten, Switzerland
Rentokil Schweiz AG
Ordinary
100%
Taiwan (Province of China)
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
Tuna Mahallesi Sanat Caddesi No: 17 Daire: 121, Bornova, İzmir, 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%
Related Undertakings
continued
Rentokil Initial plc
212
Annual Report 2024
% held by
Group
Company name
Share class
companies
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.
National Pest Control LLC
Ordinary
100%
Rentokil Initial Pest Control LLC
Ordinary
100%
7122 228/M AL, Shop #G4, Al Manakh, Sharjah, United Arab Emirates
National Pest Control Per Person Company LLC Ordinary
100%
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,
United Kingdom
AW Limited
Ordinary
100%
B.E.T. Building Services Limited
Ordinary
100%
BET (No.18) Limited
Ordinary
100%
BET (No.68) Limited
2
Ordinary
100%
BET Environmental Services Ltd
Ordinary
100%
BET Pension Trust Limited
Ordinary
100%
BPS Offshore Services Limited
3
Ordinary
100%
Broadcast Relay Service (Overseas) Limited
3
Ordinary
100%
Castlefield House Limited
Ordinary
100%
Chard Services Limited
Ordinary
100%
CHL Legacy Limited
3
Ordinary
100%
Contemporary Plant Designs Limited
3
Ordinary
100%
DCUK (FM) Limited
1
Ordinary
100%
DCUKFM Holdings Limited
1
Ordinary
100%
DuctClean (UK) Limited
1
Ordinary
100%
Dudley Industries Limited
Ordinary
100%
Enigma Laundries Limited
Ordinary
100%
Enigma Services Group Limited
Ordinary
100%
Enviro-Fresh Limited
Ordinary
100%
Environmental Contract Services Limited
3
Ordinary
100%
Euroguard Technical Services Limited
Ordinary
100%
Grayston Central Services Limited
Ordinary
100%
Hometrust Limited
Ordinary
100%
Initial Limited
3
Ordinary
100%
Initial Medical Services Limited
Ordinary
100%
Interior Contracts (UK) Limited
3
Ordinary
100%
Kent Tropical Interiors Limited
3
Ordinary A
100%
Ordinary B
Manor Planting Ltd
3
Ordinary
100%
Nature At Work Limited
Ordinary
100%
Newman's Plants Limited
3
Ordinary A
100%
Ordinary B
Ordinary C
Opel Transport & Trading Company Limited
Ordinary
100%
Paul Lomax Limited
Ordinary A
100%
Ordinary B
Ordinary C
Peter Cox Limited
Ordinary A
100%
Plant Nominees Limited
Ordinary
100%
Prime Projects International Limited
3
Ordinary
100%
Prokill (UK) Ltd
Ordinary A
100%
Prokill Limited
Ordinary A
100%
Ordinary B
Ordinary C
Ordinary D
% held by
Group
Company name
Share class
companies
Rapid Washrooms Limited
Ordinary A
100%
Ordinary B
Ordinary C
Rentokil Dormant (No.6) Ltd
Ordinary
100%
Rentokil Initial (1896) Limited
3
Ordinary
100%
Rentokil Initial (1993) Limited
3
Ordinary 6%
100%
Non-
Redeemable
Preference
Rentokil Initial 1927 plc
Ordinary
100%
Redeemable
Preference:
AUD, CAD,
CLP, DKK,
IDR, ILS,
NOK, NZD,
USD EUR
Cumulative
Preference
(Non-
Redeemable)
Rentokil Initial Americas Limited
3
Ordinary
100%
Rentokil Initial Asia Pacific Limited
3
Ordinary
100%
Rentokil Initial Brazil Limited
3
Ordinary
100%
Rentokil Initial Finance Limited
3
Ordinary
100%
Rentokil Initial Holdings Limited
3, 4
Ordinary
100%
Rentokil Initial Investments South Africa
3
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
3
Ordinary
100%
Rentokil Overseas Holdings Limited
3
Ordinary
100%
Rentokil Property Care Limited
Ordinary
100%
Rentokil Property Holdings Limited
Ordinary
100%
RI Dormant No.18 Limited
Ordinary
100%
RI Dormant No.20 Limited
Ordinary
100%
Saaman Limited
3
Ordinary
100%
Stratton House Leasing Limited
3
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
Ordinary A
100%
Ordinary B
Ordinary C
Ordinary D
Ordinary E
Tropical Ambience Limited
Ordinary
100%
Tropical Innovation Limited
3
Ordinary
100%
Urban Planters Franchise Limited
3
Ordinary
100%
Waterized Limited
1,3
Ordinary
100%
Stephens & Carter Limited
2
Ordinary
100%
The Ca’D’Oro, 45 Gordon Street, Glasgow, Scotland, G1 3PE,
United Kingdom
Duct Clean Services LTD
3
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%
Strategic Report
Corporate Governance
Financial Statements
Other Information
Rentokil Initial plc
213
Annual Report 2024
% held by
Group
Company name
Share class
companies
United States
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%
Oliver Exterminating Dominicana Corp
Common
100%
Rentokil Initial Environmental Services LLC
Interest
100%
Rentokil North America, Inc.
Ordinary
100%
Rentokil of Puerto Rico, Inc.
Common
100%
Solitude Lake Management, LLC
Common
100%
Vector Disease Acquisition, LLC
Series A
100%
shares
Series B
shares
Common
shares
Vector Disease Control International, LLC
Common
100%
2288 150th Street Halstad MN 56548, United States
Airborne Vector Control LLC
Common
100%
Corporation Service Company, 251 Little Falls Drive, Wilmington DE
19808, United States
Anza, LLC
Ordinary
100%
The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington DE 19801, United States
Anza, LLC
Ordinary
100%
Creative Plantings Inc
Ordinary
100%
Initial Contract Services LLC
Interest
100%
Ramac (US) LLC
Interest
100%
Rentokil Initial US Holdings, Inc.
Common
100%
Rentokil Terminix Funding, LLC
1
Interest
100%
Secure Monthly Affordable Credit
Common
100%
Corporation
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
Interest
100%
Terminix International Holdings, Inc
Common
100%
Terminix Management Corporation
Interest
100%
Terminix Receivables Company LLC
Interest
100%
The Terminix Company, LLC
Interest
100%
TMX Holdco, LLC
Interest
100%
United Transport America LLC
Interest
100%
Virginia Properties Inc
Ordinary
100%
PO Box 4510 Ten Free Street, Portland ME 04112, United States
Asiatic Investments, Inc.
Ordinary
100%
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, L.L.C
Interest
100%
Rittiner Group, L.L.C.
Interest
100%
St. Charles Mosquito Control, L.L.C.
Interest
100%
St. John Mosquito Control, L.L.C.
Interest
100%
Terrebonne Mosquito Control, LLC
Interest
100%
% held by
Group
Company name
Share class
companies
1000 Satellite Blvd, Ste 101, Suwanee, Gwinnett County GA 30024,
United States
1
ProPest Products, Inc.
Ordinary
100%
2540, Lawrenceville Hwy, Lawrenceville, GA 30044, United States
Steritech-Canada, Inc.
Common
100%
Asiatic Holdings LLC
Ordinary
100%
463 Mountain View Drive, Suite 301, 3rd Floor, Colchester VT 05446,
United States
Steward Insurance Company
Common
100%
860 Ridge Lake Blvd., Memphis TN 38120, United States
Terminix Gift, L.L.C.
Interest
100%
150 Peabody Place, Memphis TN 38103, United States
The Terminix International Company Limited
Ordinary
100%
Partnership
The Terminix Foundation
Interest
100%
Uruguay
Tomás Giribaldi, apto 3, 2270, Uruguay
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
54-56 Nguyen Trai Street, Ben Thanh Ward, District 1, Ho Chi Minh
City, Vietnam
Rentokil Initial (Vietnam) Company Limited
Ordinary
100%
Virgin Islands, U.S.
Merchants Financial Center, 4608 Tutu Park Mall, Suite 202,
St Thomas, Virgin Islands, 00802-1816, Virgin Islands, U.S.
Terminix International USVI, LLC
Interest
100%
Related Undertakings
continued
Rentokil Initial plc
214
Annual Report 2024
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, Unit 1, Building 1, No.1 Huangjin Road, Dongguan City,
Guangdong Province, China
Guangdong New Hope Environmental
Technology Co., Ltd.
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.
5
Ordinary
30%
France
41 Avenue de La Porte de Villiers, 92200, Neuilly-Sur-Seine, France
SCI Pierre Brossolette
Ordinary
26.25%
Japan
Kudan Terrace, 1-6-5 Kudan Minami, Chiyoda-Ku, Tokyo, 102-0074,
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 W.L.L.
Ordinary
24.5%
United Kingdom
Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY,
United Kingdom
Hometrust Kitchens Limited
Ordinary
25%
Torchsound Properties Limited
Ordinary
50%
1.
Acquired or incorporated by the Group in 2024.
2. Temporary restoration.
3. 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.
4. Owned directly by Rentokil Initial plc.
5. This entity is non-operational and the Group does not carry out business in this
jurisdiction.
Parent Company Balance Sheet
At 31 December
2024
2023
Notes
£m
£m
Non-current assets
Investments
3
 4,454 
 4,438 
Debtors – amounts falling due after more than one year
4
 2,750 
 2,750 
Deferred tax assets
5
 21 
 27 
Derivative financial instruments
6
 6 
 57 
 7,231 
 7,272 
Current assets
Debtors – amounts falling due within one year
4
 2,749 
 20 
Cash and cash equivalents
 1 
 558 
Derivative financial instruments
6
 – 
 
 13 
 2,750 
 591 
Current liabilities
Creditors – amounts falling due within one year
7
(3,483) 
(549) 
Bank and other borrowings
8
(564) 
(441) 
Derivative financial instruments
6
 – 
 
(32) 
(4,047) 
(1,022) 
Net current liabilities
(1,297) 
(431) 
Non-current liabilities
Bank and other borrowings
8
(2,503) 
(3,172) 
Derivative financial instruments
6
(29) 
(16) 
(2,532) 
(3,188) 
Net assets
 3,402 
 3,653 
Equity capital and reserves
Share capital
9
 25 
 25 
Share premium
10
 15 
 14 
Merger relief reserve
 2,998 
 2,998 
Cash flow hedge reserve
 8 
 2 
Retained earnings
 356 
 614 
Total equity
 3,402 
 3,653 
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 2024 of £44m (2023: loss of £35m).
The Financial Statements on pages 215 to 220 were approved by the Board of Directors and were signed on its behalf by Andy Ransom and
Paul Edgecliffe-Johnson on 6 March 2025.
Andy Ransom
Paul Edgecliffe-Johnson
Chief Executive
Chief Financial Officer
Registered number: 05393279
Rentokil Initial plc
Annual Report 2024
215
Strategic Report
Other Information
Financial Statements
Corporate Governance
Parent Company Statement of Changes in Equity
For the year ended 31 December
Cash flow
Share
Share
Merger relief
hedge
Cost of
Retained
Total
capital
premium
reserve
reserve
hedging
earnings
equity
£m
£m
£m
£m
£m
£m
£m
At 1 January 2023
 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 
Loss for the year
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
(44) 
(44) 
Other comprehensive income:
 – 
 
Movement on cash flow hedge
 – 
 
 – 
 
 – 
 
 6 
 – 
 
 – 
 
 6 
Tax related to items taken directly to other
comprehensive income
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
(3) 
(3) 
Total comprehensive income for the year
 – 
 
 – 
 
 – 
 
 6 
 – 
 
(47) 
(41) 
Transactions with owners:
Gain on stock options
 – 
 
 1 
 – 
 
 – 
 
 – 
 
 – 
 
 1 
Dividends paid to equity shareholders
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
(229) 
(229) 
Share-based payments charged to profit and loss
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
 4 
 4 
Share-based payments debited to investments
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
 16 
 16 
Tax related to items taken directly to equity
 – 
 
 – 
 
 – 
 
 – 
 
 – 
 
(2) 
(2) 
At 31 December 2024
 25 
 15 
 2,998 
 8 
 – 
 
 356 
 3,402 
Shares of £nil (2023: £nil) have been netted against retained earnings. This represents 11.4m (2023: 13.0m) shares held by the Rentokil Initial
Employee Share Trust. The market value of these shares at 31 December 2024 was £45m (2023: £57m). Dividend income from, and voting rights
on, the shares held by the Trust have been waived.
216
Rentokil Initial plc
Annual Report 2024
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 162 to 214.
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), 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
Critical accounting estimates and judgements
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 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.
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 196 to 205. Disclosures have been made on financial instruments as required by the Companies Act 2006.
Expected credit loss calculations are performed annually for intercompany debtors and are a probability-weighted estimate of credit losses based
on the Company’s historical credit loss experience adjusted for debt-specific factors.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity.
Rentokil Initial plc
Annual Report 2024
217
Strategic Report
Other Information
Financial Statements
Corporate Governance
Notes to the Parent Company Financial Statements
continued
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 to the Consolidated Financial
Statements for details of dividends proposed in the year.
3. Investments
2024
2023
£m
£m
At 1 January
 4,438 
 4,415 
Share-based payments to employees of subsidiaries
 16 
 23 
At 31 December
 4,454 
 4,438 
At 31 December 2024, Rentokil Initial Holdings Limited is the Company’s sole direct subsidiary undertaking. All other indirect subsidiary
undertakings are listed on pages 207 to 214.
4. Debtors
2024
2023
£m
£m
Amounts falling due within one year:
Amounts owed by subsidiary undertakings – non-interest-bearing loans (repayable on demand)
 2,740 
 20 
Other debtors
 9 
 – 
 
 2,749 
 20 
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.
5. Deferred tax assets
2024
2023
£m
£m
The deferred tax asset is made up as follows:
LTIP
 12 
 13 
Tax losses
 11 
 14 
Cash flow hedge reserve
(2) 
 – 
 
 21 
 27 
The Company is within the scope of the UK domestic top-up tax rules enacted in Finance (No.2) Act 2023. The legislation is effective for the
Company’s financial year beginning 1 January 2024.
Based on the Group assessment of the exposure to Pillar 2 income taxes, no top-up tax charge is expected for the Company so there is no
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.
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. Further information about
the Pillar 2 impact on the Group can be found in the Notes to the Consolidated Financial Statements in Note A12.
218
Rentokil Initial plc
Annual Report 2024
6. Derivative financial instruments
Fair value
Fair value
Fair value
Fair value
assets
assets
liabilities
liabilities
2024
2023
2024
2023
£m
£m
£m
£m
Interest rate swaps (level 2):
– non-hedge
 5 
 66 
(21) 
(46) 
– cash flow hedge
 1 
 4 
(8) 
(2) 
 6 
 70 
(29) 
(48) 
Analysed as follows:
Current portion
 – 
 
 13 
 – 
 
(32) 
Non-current portion
 6 
 57 
(29) 
(16) 
 6 
 70 
(29) 
(48) 
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 loss of £1m (2023: £1m gain) from those derivatives relating to ineffectiveness
in a cash flow hedge relationship. Cash flow hedge accounting has been applied to €179m (2023: €179m) of the €500m 2026 bond, and €175m
(2023: €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 2024, the amount in comprehensive income related to cash flow hedge
accounting was a gain of £6m (2023: £1m gain).
7. Creditors
2024
2023
£m
£m
Amounts falling due within one year:
Amounts due to subsidiary undertakings (non-interest-bearing loans repayable on demand)
 3,480 
 542 
Other creditors
 3 
 7 
 3,483 
 549 
8. Bank and other borrowings
2024
2023
£m
£m
Amounts falling due within one year
 564 
 441 
Amounts falling due after one year
 2,503 
 3,172 
 3,067 
 3,613 
Medium-term notes and bond debt comprises:
Effective
Effective
Bond
hedged
Bond
hedged
interest
interest
interest
interest
coupon
rate
coupon
rate
2024
2024
2023
2023
Current
€400m bond due November 2024
Fixed 0.950%
Non-current
€500m bond due May 2026
 Fixed 0.875% 
 Fixed 1.36% 
Fixed 0.875%
Fixed 2.800%
€850m bond due June 2027
 Fixed 3.975% 
Fixed 3.975%
€600m bond due October 2028
 Fixed 0.500% 
 Fixed 0.94% 
Fixed 0.500%
Fixed 2.230%
€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
3.29%
2.93%
The Company 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
2024
2024
2024
2024
2023
2023
2023
2023
£m
£m
£m
%
£m
£m
£m
%
Current
$700m term loan due October 2025
 559 
 559 
 – 
 
5.18
 – 
 
 – 
 
 – 
 
 – 
 
$50m term loan due May 2025
 40 
 – 
 
 40 
0.21
 – 
 
 – 
 
 – 
 
 – 
 
Non-current
$700m term loan due October 2025
 – 
 
 – 
 
 – 
 
 – 
 
 550 
 550 
5.90
$1.0bn RCF due October 2029
 799 
 – 
 
 799 
0.14
 785 
 785 
0.14
The Revolving Credit Facility (RCF) was undrawn throughout 2023 and 2024. There are no financial covenants associated with the RCF or any
other debt facility.
Rentokil Initial plc
Annual Report 2024
219
Strategic Report
Other Information
Financial Statements
Corporate Governance
Notes to the Parent Company Financial Statements
continued
9. Share capital
During the year, 2,000,000 new shares were issued in relation to employee share schemes.
2024
2023
£m
£m
Issued and fully paid:
At 31 December – 2,524,539,885 shares of 1p each (2023: 2,522,539,885)
 25 
 25 
10. Share premium
2024
2023
£m
£m
At 31 December
 15 
 14 
11. 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.
12. Auditors’ remuneration
Note A8 to the Consolidated Financial Statements provides details of the remuneration of the Company’s auditors for the Group.
13. Employees
The monthly average number of people employed by the Company during the year was four (2023: six). Details on employee costs are in Note A9
to 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.
14. Share-based payments
Share-based payments for the financial year were £20m (2023: £27m), of which £4m (2023: £4m) was charged to the profit and loss account and
£16m (2023: £23m) 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 to the Consolidated Financial Statements.
15. 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.
16. Post balance sheet events
There have been no significant post balance sheet events affecting the Company since 31 December 2024.
220
Rentokil Initial plc
Annual Report 2024
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 and 2024, 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, EBITDA, Adjusted EBITDA, 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 2024, 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 (58%).
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, 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 229).
Rentokil Initial plc
Annual Report 2024
221
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, gain or loss on
disposal or closure of a business, material gains or losses on disposal of fixed assets, adjustments to legacy environmental and legacy termite
liabilities, and payments or receipts as a result of legal disputes.
Net interest adjustments are other non-cash, or one-off and adjusting 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, 435,578 share options were anti-dilutive and not included in the calculation of the dilutive effect
as at 31 December 2024 (31 December 2023: 18,422). 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).
EBITDA –
is calculated by adding back finance income, finance cost, share of profit from associates net of tax, income tax expense, depreciation,
amortisation and impairment of intangible assets, and other non-cash expenses to profit for the year.
Adjusted EBITDA –
is calculated by adding back one-off and adjusting items to EBITDA.
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 82.8% in the year ended 31 December 2024 and 82.3% in the year ended 31 December 2023.
Colleague Retention –
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. The Group considers Colleague Retention to be a key driver of Customer Retention. Colleague
Retention was 86.6% in the year ended 31 December 2024 and 84.2% in the year ended 31 December 2023. The increase of 2.4 percentage
points in the year ended 31 December 2024 as compared to the year ended 31 December 2023 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 0.29 in the year ended 31 December 2024 and
0.31 in the year ended 31 December 2023.
222
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Annual Report 2024
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 2024 and 2023.
2024
£m
2023
£m
2022
£m
% change
2024
2023
Revenue
5,436
5,375
3,714
1.1
44.7
Operating expenses:
Employee costs
2,558
2,550
1,777
0.2
43.5
Direct materials and services
877
900
704
(2.5)
27.8
Vehicle costs
291
286
201
1.7
41.7
Property costs
107
108
82
(0.8)
32.1
Depreciation of property, plant and equipment
159
154
140
3.2
10.0
Amortisation and impairment of intangible assets
225
201
140
11.5
44.1
Other operating expenses
614
512
329
20.7
55.6
Total operating expenses
4,831
4,711
3,373
2.6
39.7
Net impairment losses on financial assets
56
39
24
41.4
64.1
Operating profit
549
625
317
(12.1)
96.9
Finance income
46
48
49
(4.2)
(2.4)
Finance cost
(197)
(189)
(79)
(4.6)
(137.4)
Share of profit from associates
7
9
9
(20.2)
5.3
Profit before income tax
405
493
296
(17.9)
66.9
Income tax expense
(98)
(112)
(64)
12.8
(75.6)
Profit for the year
307
381
232
(19.4)
64.5
Revenue
Revenue increased by £61m, or 1.1%, to £5,436m in the year ended 31 December 2024 from £5,375m in the year ended 31 December 2023.
Foreign exchange had an adverse effect of £151m. Revenue was favourably impacted by revenues from acquisitions completed during the year
ended 31 December 2024 by £68m. The remaining growth of £144m is driven by the flow through of a full year of revenues from acquisitions
completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenues of the Group. The £144m
of growth above consists of £88m from the Pest Control segment, £39m from the Hygiene & Wellbeing segment, £16m from the France Workwear
segment and £1m from the Central segment. See ‘Revenue by Geographical Locations’ and ‘Revenue by Business Segment’ for further
discussion.
Operating expenses
Operating expenses increased by £120m, or 2.6%, to £4,831m in the year ended 31 December 2024 from £4,711m in the year ended 31 December
2023.
Employee costs
Employee costs increased by £8m, or 0.2%, to £2,558m in the year ended 31 December 2024 from £2,550m in the year ended 31 December
2023. This was as a result of an increase in the number of employees due to businesses acquired during the year ended 31 December 2024,
growth during the year ended 31 December 2024, and globally higher wage inflation.
Rentokil Initial plc
Annual Report 2024
223
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 decreased by £23m, or 2.5%, to £877m in the year ended 31 December 2024 from £900m in the year ended
31 December 2023.
Vehicle costs
Vehicle costs increased by £5m, or 1.7%, to £291m in the year ended 31 December 2024 from £286m in the year ended 31 December 2023.
Property costs
Property costs decreased by £1m, or 0.8%, to £107m in the year ended 31 December 2024 from £108m in the year ended 31 December 2023.
Depreciation and impairment of property, plant and equipment
Depreciation and impairment of property, plant and equipment increased by £5m, or 3.2%, to £159m in the year ended 31 December 2024 from
£154m in the year ended 31 December 2023.
Amortisation and impairment of intangible assets
Amortisation and impairment of intangible assets increased by £24m, or 11.5%, to £225m in the year ended 31 December 2024 from £201m in
the year ended 31 December 2023 mainly as a result of goodwill impairments of £28m in Argentina, Brazil, Hong Kong, Israel and Lebanon.
Other operating expenses
Other operating expenses increased by £102m, or 20.7%, to £614m in the year ended 31 December 2024 from £512m in the year ended
31 December 2023, largely due to businesses acquired during the years ended 31 December 2023 and 31 December 2024.
Operating profit
Operating profit decreased by £76m, or 12.1%, to £549m in the year ended 31 December 2024 from £625m in the year ended 31 December 2023.
The decrease in operating profit was a result of the increase in revenue of £61m, or 1.1%, to £5,436m in the year ended 31 December 2024 from
£5,375m in the year ended 31 December 2023 offset by the increase in operating expenses of £120m, or 2.6%, to £4,831m in the year ended
31 December 2024 from £4,711m in the year ended 31 December 2023.
Profit before income tax
Profit before income tax decreased by £88m, or 17.9%, to £405m in the year ended 31 December 2024 from £493m in the year ended 31 December
2023 due to the decrease in operating profit by £76m, or 12.1%, to £549m in the year ended 31 December 2024 from £625m in the year ended
31 December 2023, with net finance costs increasing by £10m, or 7.1%, to £151m in the year ended 31 December 2024 from £141m in the year ended
31 December 2023.
Income tax expense
Income tax expense decreased by £14m, or 12.8%, to £98m in the year ended 31 December 2024 from £112m in the year ended 31 December
2023 due to lower profits and recognition of a deferred tax asset on previously unrecognised tax losses. The effective tax rate of 24.2% in the
year ended 31 December 2024 is higher than the effective tax rate of 22.7% in the year ended 31 December 2023 due to there being significant
one-off net prior year tax credits in 2023.
Profit for the year
Profit for the year decreased by £74m, or 19.4%, to £307m in the year ended 31 December 2024 from £381m in the year ended 31 December 2023.
The decrease in profit was a result of the decrease in profit before income tax of £88m, or 17.9%, to £405m in the year ended 31 December 2024
from £493m in the year ended 31 December 2023 partially offset by the decrease in income tax expenses of £14m, or 12.8%, to £98m in the year
ended 31 December 2024 from £112m in the year ended 31 December 2023.
224
Rentokil Initial plc
Annual Report 2024
Revenue by geographical location
Following is a discussion of the Group’s revenues by geographical location for the years ended 31 December 2024 and 2023. For the year
ended 31 December 2024, revenue from North America, Europe, UK & Sub-Saharan Africa, Asia & MENAT and Pacific accounted for 60%,
20%, 8%, 7% and 5% of the Group’s total revenue, respectively. 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.
2024
£m
2023
£m
2022
£m
% change
2024
2023
Revenue:
North America
1
3,260
3,306
1,849
(1.4)
78.7
International
Europe
2
1,114
1,081
941
3.1
14.9
UK & Sub-Saharan Africa
3
435
390
365
11.5
6.6
Asia & MENAT
4
354
339
321
4.2
5.6
Pacific
5
262
249
227
5.3
10.0
Sub-total International
2,165
2,059
1,854
5.1
11.1
Central
11
10
11
7.8
(4.4)
Total
5,436
5,375
3,714
1.1
44.7
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 under the new structure. As a result of this change, revenue of £5m
was moved from UK & Sub-Saharan Africa – Pest Control to Central in 2022.
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 decreased by £46m, or 1.4%, to £3,260m in the year ended 31 December 2024 from £3,306m in the year ended 31 December 2023.
Foreign exchange had an adverse effect of £87m. Revenue was favourably impacted by revenues from acquisitions completed during the year
ended 31 December 2024 by £22m. The remaining growth of £19m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the region, partially offset
by the closure of the Paragon distribution business with effect from 1 April 2024, impacting revenue adversely by £45m.
Including the impact of M&A and foreign exchange, contract revenue decreased by £32m to £2,206m in the year ended 31 December 2024 from
£2,238m in the year ended 31 December 2023, job revenue increased by £60m to £764m in the year ended 31 December 2024 from £704m in
the year ended 31 December 2023 and product revenue decreased by £35m to £314m in the year ended 31 December 2024 from £349m in the
year ended 31 December 2023.
Europe
Revenue increased by £33m, or 3.1%, to £1,114m in the year ended 31 December 2024 from £1,081m in the year ended 31 December 2023.
This increase was driven by France increasing by £12m, or 3.3%, to £392m in the year ended 31 December 2024 from £380m in the year ended
31 December 2023, Germany, which increased by £10m, or 6.5%, to £144m in the year ended 31 December 2024 from £134m in the year ended
31 December 2023, Southern Europe, which increased by £9m, or 4.9%, to £204m in the year ended 31 December 2024 from £195m in the year
ended 31 December 2023 and Benelux, which increased by £4m, or 3.4%, to £119m in the year ended 31 December 2024 from £115m in the year
ended 31 December 2023.
Foreign exchange had an adverse effect of £38m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2024 by £10m. The remaining growth of £61m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the region. Growth was
driven by both volume and pricing, and with a strong contribution from Pest Control and Workwear.
Including the impact of M&A and foreign exchange, contract revenue grew by £37m to £900m in the year ended 31 December 2024 from £863m
in the year ended 31 December 2023 and job revenue decreased by £6m to £160m in the year ended 31 December 2024 from £166m in the year
ended 31 December 2023.
Rentokil Initial plc
Annual Report 2024
225
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 £45m, or 11.5%, to £435m in the year ended 31 December 2024 from £390m in the year ended 31 December 2023.
This increase was driven by UK, Ireland and Baltics increasing revenue by £43m, or 12.2%, to £394m for the year ended 31 December 2024 from
£351m in the year ended 31 December 2023 and Sub-Saharan Africa increasing revenue by £2m, or 4.6%, to £41m in the year ended 31 December
2024 from £39m in the year ended 31 December 2023.
Foreign exchange had an adverse effect of £2m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2024 by £24m. 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 2023, 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 £17m to £300m in the year ended 31 December 2024 from £283m
in the year ended 31 December 2023 and job revenue increased by £30m to £133m in the year ended 31 December 2024 from £103m in the year
ended 31 December 2023.
Asia & MENAT
Revenue increased by £15m, or 4.2%, to £354m in the year ended 31 December 2024 from £339m in the year ended 31 December 2023.
This revenue increase was driven by Asia increasing revenue by £12m, or 4.0%, to £304m in the year ended 31 December 2024 from £292m in
the year ended 31 December 2023, and MENAT increasing by £3m, or 5.3%, to £50m in the year ended 31 December 2024 from £47m in the year
ended 31 December 2023. Pricing was complemented with volume growth, as markets overall remained structurally supportive.
Foreign exchange had an adverse effect of £14m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2024 by £8m. The remaining growth of £21m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2023, 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 £13m to £281m in the year ended 31 December 2024 from £268m
in the year ended 31 December 2023 and product revenue increased by £2m to £25m in the year ended 31 December 2024 from £23m in the
year ended 31 December 2023.
Pacific
Revenue increased by £13m, or 5.3%, to £262m in the year ended 31 December 2024 from £249m in the year ended 31 December 2023.
This revenue increase was driven by Australia increasing revenue by £13m, or 7.4%, to £194m in the year ended 31 December 2024 from £181m
in the year ended 31 December 2023. Growth was driven by sustained momentum in both contract and jobbing work, despite weather related
challenges affecting rural and trackspray operations during the year.
Foreign exchange had an adverse effect of £10m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2024 by £4m. The remaining growth of £19m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2023, 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 £5m to £190m in the year ended 31 December 2024 from £185m
in the year ended 31 December 2023, and job revenue increased by £9m to £69m in the year ended 31 December 2024 from £60m in the year
ended 31 December 2023.
Revenue by business segment
Following is a discussion of the Group’s revenues by business segment for the years ended 31 December 2024 and 2023. For the year ended
31 December 2024, Pest Control, Hygiene & Wellbeing and France Workwear segments accounted for 79%, 17% and 4% of total revenue,
respectively. 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.
2024
£m
2023
£m
2022
£m
% change
2024
2023
Revenue:
Pest Control
4,287
4,286
2,690
0.1
59.2
Hygiene & Wellbeing
908
858
821
5.7
4.6
France Workwear
230
221
192
4.3
15.3
Central
11
10
11
7.8
(4.4)
Total
5,436
5,375
3,714
1.1
44.7
Pest Control
Revenue increased by £1m, or 0.1%, to £4,287m in the year ended 31 December 2024 from £4,286m in the year ended 31 December 2023.
Foreign exchange had an adverse effect of £121m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2024 by £34m. The remaining growth of £88m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2023 alongside organic actions taken to increase the existing revenue of the segment, partially offset
by the closure of the Paragon distribution business with effect from 1 April 2024, impacting revenue adversely by £45m.
Including the impacts of M&A and foreign exchange, contract revenue grew by £7m to £2,913m in the year ended 31 December 2024 from
£2,906m in the year ended 31 December 2023, job revenue increased by £64m to £1,055m in the year ended 31 December 2024 from £991m in
the year ended 31 December 2023, and product revenue was down by £30m to £352m in the year ended 31 December 2024 from £382m in the
year ended 31 December 2023.
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Annual Report 2024
Hygiene & Wellbeing
Revenue increased by £50m, or 5.7%, to £908m in the year ended 31 December 2024 from £858m in the year ended 31 December 2023.
Foreign exchange had an adverse effect of £23m. Revenue was favourably impacted by revenue from acquisitions completed during the year
ended 31 December 2024 by £34m. The remaining growth of £39m is driven by the flow through of a full year of revenue from acquisitions
completed in the year ended 31 December 2023, alongside organic actions taken to increase the existing revenue of the segment.
France Workwear
Revenue increased by £9m, or 4.3%, to £230m in the year ended 31 December 2024 from £221m in the year ended 31 December 2023.
Foreign exchange had an adverse effect of £7m. Growth came from strong new business sales performance, including key account gains
and upselling.
Operating expenses by geographic region
Following is a discussion of the Group’s operating expenses by geographic region for the years ended 31 December 2024 and 2023.
North America
2024
£m
2023
£m
2022
£m
% change
2024
2023
Employee costs
1,468
1,473
866
(0.3)
70.0
Direct materials and services
501
526
370
(4.7)
42.2
Vehicle costs
158
160
98
(1.4)
62.7
Property costs
58
57
30
2.2
91.9
Depreciation of property, plant and equipment
29
29
22
(0.4)
32.9
Amortisation of intangible assets
123
126
69
(2.6)
84.0
Other operating expenses
458
445
217
2.8
105.2
Total
2,795
2,816
1,672
(0.8)
68.5
Operating expenses decreased by £21m, or 0.8%, to £2,795m in the year ended 31 December 2024 from £2,816m in the year ended 31 December
2023. The main driver of this decrease was direct materials and services which decreased by £25m, or 4.7%, to £501m in the year ended
31 December 2024 from £526m in the year ended 31 December 2023, as a result of a decrease in revenue. This was partially offset by an increase
in other operating expenses of £13m, or 2.8%, to £458m in the year ended 31 December 2024 from £445m in the year ended 31 December 2023.
Europe
2024
£m
2023
£m
2022
£m
% change
2024
2023
Employee costs
485
472
398
2.8
18.3
Direct materials and services
138
147
129
(6.2)
14.5
Vehicle costs
72
71
50
1.8
40.7
Property costs
24
24
31
(1.2)
(21.2)
Depreciation of property, plant and equipment
87
82
74
5.9
10.5
Amortisation and impairment of intangible assets
40
25
29
61.6
(13.9)
Other operating expenses
93
79
78
17.8
1.0
Total
939
900
789
4.4
14.0
Operating expenses increased by £39m, or 4.4%, to £939m in the year ended 31 December 2024 from £900m in the year ended 31 December
2023. The main driver of this was amortisation and impairment of intangible assets which increased by £15m, or 61.6%, to £40m in the year ended
31 December 2024 from £25m in the year ended 31 December 2023 as a result of goodwill impairments in Argentina, Brazil and Israel. Further
drivers of this increase were other operating expenses, which increased by £14m, or 17.8%, to £93m in the year ended 31 December 2024 from
£79m in the year ended 31 December 2023 and employee costs which increased by £13m, or 2.8%, to £485m in the year ended 31 December
2024 from £472m in the year ended 31 December 2023, as a result of an increase in the number of employees due to businesses acquired during
the year ended 31 December 2024 and growth during the year ended 31 December 2024.
UK & Sub-Saharan Africa
2024
£m
2023
£m
2022
£m
% change
2024
2023
Employee costs
179
157
144
13.2
8.9
Direct materials and services
54
49
46
10.4
5.8
Vehicle costs
27
26
19
5.6
35.8
Property costs
8
8
14
(0.5)
(42.9)
Depreciation of property, plant and equipment
15
14
13
10.2
6.7
Amortisation of intangible assets
6
6
4.0
Other operating expenses
46
46
43
0.1
7.3
Total
335
306
279
9.5
9.5
Operating expenses increased by £29m, or 9.5%, to £335m in the year ended 31 December 2024 from £306m in the year ended 31 December
2023. The main driver of this was employee costs which increased by £22m, or 13.2%, to £179m in the year ended 31 December 2024 from £157m
in the year ended 31 December 2023, due to businesses acquired during the year ended 31 December 2024. A further driver of this increase
was direct materials and services which increased by £5m, or 10.4%, to £54m in the year ended 31 December 2024 from £49m in the year ended
31 December 2023, due to businesses acquired during the year ended 31 December 2024.
Rentokil Initial plc
Annual Report 2024
227
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
Asia & MENAT
2024
£m
2023
£m
2022
£m
% change
2024
2023
Employee costs
187
174
166
6.3
5.1
Direct materials and services
66
65
60
2.3
7.2
Vehicle costs
17
17
17
3.8
(2.5)
Property costs
8
8
6
4.1
40.0
Depreciation of property, plant and equipment
12
13
14
(7.9)
(3.3)
Amortisation and impairment of intangible assets
22
11
20
100.5
(46.2)
Other operating expenses
9
18
15
(49.3)
23.3
Total
321
306
298
4.6
2.8
Operating expenses increased by £15m, or 4.6%, to £321m in the year ended 31 December 2024 from £306m in the year ended 31 December
2023. The main driver of this increase was employee costs which increased by £13m, or 6.3%, to £187m in the year ended 31 December 2024 from
£174m in the year ended 31 December 2023, as a result of an increase in the number of employees due to businesses acquired during the year
ended 31 December 2024, growth during the year ended 31 December 2024, and inflationary cost increases. Another driver of the increase
was amortisation of intangible assets which increased by £11m, or 100.5%, to £22m in the year ended 31 December 2024 from £11m in the year
ended 31 December 2023, due to goodwill impairments in Hong Kong and Lebanon. This was partially offset by a reduction in other operating
expenses of £9m, or 49.3%, to £9m in the year ended 31 December 2024 from £18m in the year ended 31 December 2023.
Pacific
2024
£m
2023
£m
2022
£m
% change
2024
2023
Employee costs
124
117
109
6.0
8.4
Direct materials and services
32
31
26
2.5
17.4
Vehicle costs
12
12
14
7.0
(14.5)
Property costs
5
5
1
5.8
313.5
Depreciation of property, plant and equipment
15
14
14
7.2
(0.6)
Amortisation of intangible assets
8
6
5
28.3
31.6
Other operating expenses
19
17
18
10.3
(8.5)
Total
215
202
187
6.6
8.0
Operating expenses increased by £13m, or 6.6%, to £215m in the year ended 31 December 2024 from £202m in the year ended 31 December
2023. The main driver of this increase was employee costs which increased by £7m, or 6.0%, to £124m in the year ended 31 December 2024
from £117m in the year ended 31 December 2023, as a result of an increase in the number of employees due to businesses acquired during the
year ended 31 December 2024, growth during the year ended 31 December 2024, and wage inflationary impacts.
Operating expenses by business segment
Following is a discussion of the Group’s operating expenses by business segment for the years ended 31 December 2024 and 2023.
Pest Control
2024
£m
2023
£m
2022
£m
% change
2024
2023
Employee costs
1,994
1,976
1,298
0.9
52.3
Direct materials and services
614
639
466
(3.9)
37.0
Vehicle costs
228
229
149
(0.2)
53.4
Property costs
82
81
58
1.1
40.7
Depreciation of property, plant and equipment
51
49
40
3.0
24.2
Amortisation and impairment of intangible assets
187
166
119
13.1
39.1
Other operating expenses
513
497
258
3.2
121.1
Total
3,669
3,637
2,388
0.9
52.3
Operating expenses increased by £32m, or 0.9%, to £3,669m in the year ended 31 December 2024 from £3,637m in the year ended 31 December
2023. The main driver of this was amortisation of intangible assets, which increased by £21m, or 13.1%, to £187m in the year ended 31 December
2024 from £166m in the year ended 31 December 2023 due to businesses acquired during the period and goodwill impairments of £28m in
Argentina, Brazil, Hong Kong, Israel and Lebanon. Employee costs increased by £18m, or 0.9%, to £1,994m in the year ended 31 December 2024
from £1,976m in the year ended 31 December 2023 as a result of an increase in the number of employees due to businesses acquired during the
year ended 31 December 2024, and globally higher wage inflation. Other operating expenses increased by £16m, or 3.2%, to £513m in the year
ended 31 December 2024 from £497m in the year ended 31 December 2023 due to businesses acquired during the year ended 31 December
2024. These were partially offset by direct materials and services decreasing by £25m, or 3.9%, to £614m in the year ended 31 December 2024
from £639m in the year ended 31 December 2023.
228
Rentokil Initial plc
Annual Report 2024
Hygiene & Wellbeing
2024
£m
2023
£m
2022
£m
% change
2024
2023
Employee costs
347
318
298
8.4
7.0
Direct materials and services
166
167
154
(0.3)
8.0
Vehicle costs
47
45
42
4.5
8.3
Property costs
16
15
16
2.6
(3.6)
Depreciation of property, plant and equipment
52
53
52
(0.1)
0.4
Amortisation of intangible assets
11
8
3
41.0
210.8
Other operating expenses
108
103
99
5.2
3.9
Total
747
709
664
5.3
6.8
Operating expenses increased by £38m, or 5.3%, to £747m in the year ended 31 December 2024 from £709m in the year ended 31 December
2023. The main drivers of this were employee costs which increased by £29m, or 8.4%, to £347m in the year ended 31 December 2024 from
£318m in the year ended 31 December 2023 as a result of an increase in the number of employees due to businesses acquired during the year
and other operating expenses which increased by £5m, or 5.2%, to £108m in the year ended 31 December 2024 from £103m in the year ended
31 December 2023 as a result of businesses acquired during the year.
France Workwear
2024
£m
2023
£m
2022
£m
% change
2024
2023
Employee costs
103
99
89
2.9
11.7
Direct materials and services
11
12
11
(6.3)
14.6
Vehicle costs
11
11
8
4.0
47.0
Property costs
5
5
7
3.5
(29.5)
Depreciation of property, plant and equipment
55
50
45
9.3
12.3
Amortisation of intangible assets
1
(9.4)
14.0
Other operating expenses
4
6
2
(33.8)
148.8
Total
189
184
162
3.0
13.7
Operating expenses increased by £5m, or 3.0%, to £189m in the year ended 31 December 2024 from £184m in the year ended 31 December 2023.
The main driver of this was employee costs which increased by £4m, or 2.9%, to £103m in the year ended 31 December 2024 from £99m in the
year ended 31 December 2023 as a result of strong growth in the period requiring more processing and delivery employees.
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 believes 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 from 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 2024 are £/$ 1.2773 (2023: 1.2441) and £/€ 1.1818 (2023: 1.1503). Comparisons are with the
year ended 31 December 2023 unless otherwise stated.
Rentokil Initial plc
Annual Report 2024
229
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
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 174).
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 and legacy termite 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 and adjusting 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 (outflow)/inflow
£m
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) 
2024
Acquisition and integration costs
 9 
(3) 
(15) 
Terminix integration costs
 59 
(15) 
(60) 
Other
 18 
(5) 
(2) 
Total
 86 
(23) 
(77) 
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).
2024
AER
£m
2023
AER
£m
Finance cost
 197 
 189 
Finance income
(46) 
(48) 
Add back:
Amortisation of discount on legacy provisions
(10) 
(11) 
Foreign exchange and hedge accounting ineffectiveness
(3) 
 11 
Adjusted Interest
 138 
 141 
230
Rentokil Initial plc
Annual Report 2024
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.
2024
£m
2023
£m
Operating profit
 549 
 625 
Add back:
One-off and adjusting items
 86 
 98 
Amortisation and impairment of intangible assets¹
 199 
 175 
Adjusted Operating Profit (at AER)
 834 
 898 
Effect of foreign exchange
 26 
 – 
 
Adjusted Operating Profit (at CER)
 860 
 898 
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..
2024
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
 405 
 13 
 86 
 199 
 703 
Adjusted Profit Before Tax
Income tax expense
(98) 
(3) 
(23) 
(43) 
(167) 
Tax on Adjusted Profit
Profit for the period
 307 
 10 
 63 
 156 
 536 
Adjusted 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 period
 381 
(2) 
 74 
 131 
 584 
Adjusted Profit After Tax
1. Excluding computer software.
EBITDA and Adjusted EBITDA
EBITDA is calculated by adding back finance income, finance cost, share of profit from associates net of tax, income tax expense, depreciation,
amortisation and impairment of intangible assets, and other non-cash expenses to profit for the year. Adjusted EBITDA is calculated by adding
back one-off and adjusting items to EBITDA.
2024
£m
2023
£m
Profit for the period
 307 
 381 
Add back:
Finance income
(46) 
(48) 
Finance cost
 197 
 189 
Share of profit from associates net of tax
(7) 
(9) 
Income tax expense
 98 
 112 
Depreciation
 308 
 300 
Other non-cash expenses
 35 
 30 
Amortisation and impairment of intangible assets¹
 199 
 175 
EBITDA
 1,091 
 1,130 
One-off and adjusting items
 86 
 98 
Adjusted EBITDA
 1,177 
 1,228 
1. Excluding computer software.
Rentokil Initial plc
Annual Report 2024
231
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
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.
2024
£m
2023
£m
Profit attributable to equity holders of the Company
 307 
 381 
Add back:
Net interest adjustments
 13 
 – 
 
One-off and adjusting items
 86 
 98 
Amortisation and impairment of intangibles
1
 199 
 175 
Tax on above items
2
(69) 
(70) 
Adjusted profit attributable to equity holders of the Company
 536 
 584 
Weighted average number of ordinary shares in issue (million)
 2,521 
 2,516 
Adjustment for potentially dilutive shares (million)
 7 
 11 
Weighted average number of ordinary shares for diluted earnings per share (million)
 2,528 
 2,527 
Basic Adjusted Earnings Per Share
 21.25p 
23.19p
Diluted Adjusted Earnings Per Share
 21.19p 
23.08p
1. Excluding computer software.
2. The tax effect on add-backs is as follows: one-off and adjusting items £23m (2023: £24m); amortisation and impairment of intangibles £43m (2023: £44m); and,
net interest adjustments £3m (2023: £2m).
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.
2024
£m
2023
£m
Net cash flows from operating activities
 678 
 737 
Purchase of property, plant and equipment
(171) 
(167) 
Purchase of intangible assets
(44) 
(44) 
Capital element of lease payments and initial direct costs incurred
(145) 
(151) 
Proceeds from sale of property, plant, equipment and software
 4 
 14 
Cash impact of one-off and adjusting items
 77 
 107 
Dividends received from associates
 11 
 4 
Free Cash Flow
 410 
 500 
232
Rentokil Initial plc
Annual Report 2024
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.
2024
£m
2023
£m
Free Cash Flow
 410 
 500 
Product development additions
 9 
 10 
Net investment hedge cash interest through other comprehensive income
 10 
 12 
Adjusted Free Cash Flow (a)
 429 
 522 
Adjusted Profit After Tax (b)
 536 
 584 
Adjusted Free Cash Flow Conversion (a/b)
80.0%
89.4%
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.
2024
£m
2023
£m
Net cash flows from operating activities (a)
 678 
 737 
Profit attributable to equity holders of the Company (b)
 307 
 381 
Cash Conversion (a/b)
221.0%
193.4%
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.
2024
£m
2023
£m
Income tax expense
 98 
 112 
Tax adjustments on:
Amortisation and impairment of intangible assets
1
 43 
 44 
Net interest adjustments
 3 
 2 
One-off and adjusting items
 23 
 24 
Adjusted Income Tax Expense (a)
 167 
 182 
Adjusted Profit Before Tax (b)
 703 
 766 
Adjusted Effective Tax Rate (a/b)
23.8%
23.8%
1. Excluding computer software.
The Group’s effective tax rate (ETR) for 2024 on reported profit before tax was 24.2% (2023: 22.7%). The Group’s Adjusted ETR before
amortisation of intangible assets (excluding computer software), one-off and adjusting items, and the net interest adjustments for 2024 was
23.8% (2023: 23.8%). This compares with a blended rate of tax for the countries in which the Group operates of 25.3% (2023: 25.1%). The Group’s
low tax rate in 2024 is primarily attributable to the recognition of deferred tax on losses of £9m (2023: £3m).
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 2024
233
Strategic Report
Other Information
Financial Statements
Corporate Governance
Management’s Discussion and Analysis of Financial Condition and Results of Operations
continued
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 2024 and 2023.
Cash flows from operating, investing and financing activities, as reflected in the accompanying Consolidated Cash Flow Statement, are
summarised in the following table:
2024
£m
2023
£m
2022
£m
% change
2024
2023
Net cash provided from (used for):
Operating activities
678
737
600
(8.0)
22.8
Investing activities
(373)
(416)
(1,197)
10.3
65.2
Financing activities
(752)
(361)
1,323
(108.3)
(127.4)
Net (decrease)/increase in cash and cash equivalents
(447)
(40)
726
(1,017.5)
(105.6)
Cash and cash equivalents at the beginning of the year
832
879
242
(5.3)
263.2
Exchange losses on cash and cash equivalents
(13)
(7)
(89)
(85.7)
94.4
Cash and cash equivalents at end of the financial year
372
832
879
(55.3)
(5.2)
Operating activities
Net cash inflows from operating activities decreased by £59m, or 8.0%, to £678m in the year ended 31 December 2024, from £737m in the year
ended 31 December 2023. Operating Profit decreased by £76m, to £549m in the year ended 31 December 2024 from £625m in the year ended
31 December 2023. Within Operating Profit, non-cash items moved as follows: (i) depreciation and impairment of property, plant and equipment
increased by £5m to £159m in the year ended 31 December 2024 from £154m in the year ended 31 December 2023, due to businesses acquired
during the period; (ii) depreciation of leased assets increased by £3m to £123m in the year ended 31 December 2024 from £120m in the year
ended 31 December 2023; and (iii) amortisation and impairment of intangible assets (excluding computer software) increased by £24m to £199m
in the year ended 31 December 2024, from £175m in the year ended 31 December 2023, due to businesses acquired during the period and
goodwill impairments of £28m in Argentina, Brazil, Hong Kong, Israel and Lebanon.
Working capital outflow increased £42m to £165m in the year ended 31 December 2024, from £123m in the year ended 31 December 2023, due to
termite provision payments and overall growth in the business. This is reflected in the trade and other receivables outflow, increasing by £9m to
£38m in the year ended 31 December 2024 from £29m in the year ended 31 December 2023, and the trade and other payables and provisions
outflow increasing by £41m to £101m in the year ended 31 December 2024, from £60m in the year ended 31 December 2023. The net impact of
interest and tax paid outflow was a decrease of £35m to £231m in the year ended 31 December 2024 from £266m in the year ended 31 December
2024, due to relatively higher cash balances in 2024, lower bond interest on unhedged euro bonds as sterling strengthened against the euro, and
lower profits.
Investing activities
Net cash outflows from investing activities decreased by £43m, or 10.3%, to £373m in the year ended 31 December 2024 from £416m in the year
ended 31 December 2023. The main drivers of this decrease were acquisitions of companies and businesses decreasing by £70m to £172m in
the year ended 31 December 2024 from £242m in the year ended 31 December 2023 partially offset by disposal of investment in associate
decreasing by £19m to £nil in the year ended 31 December 2024 from £19m in the year ended 31 December 2023 and proceeds from sale of
property, plant and equipment decreasing by £10m to £4m in the year ended 31 December 2024 from £14m in the year ended 31 December 2023.
Financing activities
Net cash outflows from financing activities increased by £391m to £752m in the year ended 31 December 2024 from £361m in the year ended
31 December 2023. The main drivers of this decrease were debt repayments increasing by £369m to £369m for the year ended 31 December
2024, from £nil in the year ended 31 December 2023 due to the repayment of the €400m bond and dividends paid increasing by £28m to £229m
in the year ended 31 December 2024 from £201m in the year ended 31 December 2023.
234
Rentokil Initial plc
Annual Report 2024
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 2024.
The Corporate Governance Report for the year on pages 92 to 153
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 90:
• an indication of likely future developments in the business of the
Company;
• an indication of the Company’s research and development activities;
• details of our colleagues and human rights (Responsible Business,
pages 65, 66 and 82);
• engagement with colleagues, customers, suppliers, and others
(pages 110 to 113);
• information on greenhouse gas emissions and energy use
(Responsible Business, pages 79); and
• principal risks and uncertainties (Risks and Uncertainties, pages 83
to 89).
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 6.6.1R in relation to the allotment of shares for cash and waiver
of dividends is set out on page 236. No other paragraphs under Listing
Rule 6.6.1R 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 80 countries (the Group operates in 89 countries).
The Company’s related undertakings are listed on pages 207 to 214.
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 to shareholders
on request and are displayed on our website.
Re-election of Directors
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 2024, can be found in the Corporate
Governance Report on pages 92 to 153. All the Directors will be
standing for re-election at the 2025 AGM.
The notice periods of the current Directors are set out in the Directors’
Remuneration Report on pages 151 and 153.
A pro-forma of the Non-Executive Directors’ letter of appointment
is available on our website along with the Chair’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 236.
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 140. 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 2024 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 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 2024. Payment of this
dividend is subject to shareholder approval at the 2025 AGM. Further
information on the Company’s dividend policy can be found on page
56 and the key dates for the final dividend can be found on page 239.
Share capital
The Company’s share capital during the year consisted of ordinary
shares of 1p each. There were 2,524,539,885 shares in issue at
31 December 2024, which represents 100% of the Company’s issued
share capital (2023: 2,522,539,885). 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 2024, the proportion of ordinary shares represented
by American Depositary Shares (ADSs) was 13.37% of the issued share
capital of the Company. At 31 December 2024, there were 10,021
registered holders of ordinary shares, of which 104 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
2023 and 31 December 2024 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.
Rentokil Initial plc
Annual Report 2024
235
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Report
continued
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 8 May 2024. The authority remains in force
and approval will be sought from shareholders at the 2025 AGM to
renew the authority for a further year.
During the year, a total of 2 million ordinary shares with an aggregate
nominal value of £20,000 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 2024 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 164.
As at 31 December 2024, the Trustee holds on trust 0.45% 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 8 May 2024
and such authority will be valid until the 2025 AGM. No purchases
of its shares were made by the Company during 2024. The authority
is normally renewed annually and approval will be sought from
shareholders at the 2025 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.
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 2024 (2023: £nil).
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 196 and 197 of the Financial Statements.
Post balance sheet events
There have been no significant post balance sheet events affecting
the Group since 31 December 2024.
Major 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 2024. 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.
%
No. of ordinary
shares
Date of
notification
of interest
BlackRock, Inc.
6.09
154,286,083
11/11/24
Janus Henderson Group plc
5.23
132,128,126 09/09/24
GIC Private Limited
5.00
126,256,312 25/06/24
The Capital Group Companies, Inc.
4.73
119,645,760 26/04/24
Citigroup Global Markets Limited
3.76
94,839,249
24/10/22
Ameriprise Financial, Inc.
2
4.87
122,117,456
18/10/22
FMR LLC
4.32
108,487,628
18/10/22
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
Majedie Asset Management Ltd
1
5.61
101,963,126
07/03/14
AXA S.A.
4.80
87,093,421
19/10/10
1. Subsequent to the notification Liontrust Portfolio Management Ltd
acquired Majedie Asset Management.
2. Ameriprise Financial, Inc. includes Threadneedle Asset Management
Holdings Ltd.
Between 31 December 2024 and the date of this report, the Company
received the following notifications:
%
No. of ordinary
shares
Date of
notification
of interest
GIC Private Limited
6.57
165,940,382
10/01/25
236
Rentokil Initial plc
Annual Report 2024
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.
Engagement with employees, suppliers,
customers, and others
We have c.68,500 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 110 and 113. The section 172(1)
statement can be found on page 81 and details of principal decisions
taken by the Board during 2024 can be found on page 107. Examples
of how the Board had regard for stakeholders in its decisions and the
effect of that regard are shown on page 107. More than 1,200
managers and technical experts participate in our Performance Share
Plan (see page 131). 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 2024 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 206 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 167,
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 196 to 205.
Rentokil Initial plc
Annual Report 2024
237
Strategic Report
Other Information
Financial Statements
Corporate Governance
Directors’ Report
continued
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.
Directors’ confirmations
Each of the Directors, whose names and functions are listed in
pages 94 and 95 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 IASB, 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 92 to 153 and pages 235 to 238 and
the Strategic Report on pages 4 to 91 were approved by a duly
authorised Committee of the Board of Directors and signed on its
behalf by Rachel Canham, Group General Counsel & Company
Secretary, on 6 March 2025.
Rachel Canham
Group General Counsel & Company Secretary
6 March 2025
Registered office:
Compass House, Manor Royal,
Crawley, West Sussex, RH10 9PY.
Registered in England and Wales No: 5393279
238
Rentokil Initial plc
Annual Report 2024
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, 6th Floor, 2 London Wall Place, London, EC2Y 5AU.
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 2024 – 392.70p
2024 high/low – 504.2p/341.1p
Dividends
2024 final dividend
The Directors have recommended a final dividend of 5.93p per share,
for the financial year ended 31 December 2024. Payment of this
dividend is subject to approval at the 2025 AGM. When taken with the
interim dividend of 3.16p paid on 16 September 2024, this gives a total
dividend of 9.09p (2023: 8.68p).
Key dates relating to this dividend are given below.
Ex-dividend date
Thursday 3 April 2025
Record date
Friday 4 April 2025
Last day for DRIP elections
Tuesday 22 April 2025
Annual General Meeting
Wednesday 7 May 2025
Payment date
Wednesday 14 May 2025
For further dividend information, please see page 56 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 22 April
2025, cash will be held in an account and they will need to contact our
Registrar for the cash to be distributed to their UK bank or building
society account. If you do not have a UK bank or building society
account, you may be able to arrange for payments to be converted
and paid in your local currency. Please contact our Registrar for
more information.
Dividend reinvestment plan (DRIP)
The Company has a DRIP provided by Equiniti Financial Services
Limited (Equiniti FS), which is a convenient, easy and cost-effective
way to build a shareholding by using cash dividends to buy additional
shares. Rather than having a bank account credited with a cash
dividend, Equiniti FS will use the dividends payable to DRIP
participants to purchase shares on your behalf in the market.
Please go to
shareview.co.uk
for further information.
Dividend history
Details of the Company’s dividend history can be found on our
website at
rentokil-initial.com/investors
.
Rentokil Initial plc
Annual Report 2024
239
Strategic Report
Other Information
Financial Statements
Corporate Governance
Additional Shareholder Information
continued
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 ADRs. The Bank
of New York Mellon acts as depositary for the ADR 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.
www.computershare.com/investor
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
Annual General Meeting
The 2025 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 at 2pm on 7 May 2025 (see page 112 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
240
Rentokil Initial plc
Annual Report 2024
Glossary
ADR
American Depositary Receipt
ADS
American Depositary Share
AER
Actual exchange rates
AGM
Annual General Meeting
APM
Alternative Performance Measure
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 49)
Company
CSRD
Rentokil Initial plc
Corporate Sustainability Reporting
Directive
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
FSC
Forest Stewardship Council
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 28 to 31)
IAS
International Accounting Standards
IFRS
International Financial Reporting Standards
ISDA
International Swaps and Derivatives Association
KPI
Key performance indicator
LATAM
Latin America
LEV
Low Emission Vehicle
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
PCF
Product Carbon Footprint
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
SF
Sulfuryl Fluoride
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
ULEV
Ultra-Low Emission Vehicle
WHO
World Health Organisation
WDL
Working Days Lost
YVC
Your Voice Counts
Rentokil Initial plc
Annual Report 2024
241
Strategic Report
Other Information
Financial Statements
Corporate Governance
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 2024 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 2024 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:
• 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, including artificial intelligence
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 and the
risk of related litigation;
• 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,
and any litigation related to such actual or perceived failures;
• 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 85 to 89,
as well as page 74 (in relation to climate-related risk) and pages 196
and 197 (in relation to financial risks), of this Annual Report 2024.
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 2024 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 2024 should be construed as a profit forecast.
242
Rentokil Initial plc
Annual Report 2024
Designed and produced by
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www.friendstudio.com
Online editing
Print
Pureprint Group
This report has been printed on Amadeus Silk which
is FSC
®
certified and made from 100% Elemental
Chlorine Free (ECF) pulp.
The mill and the printer are both certified to ISO 14001
environmental management system. The report was
printed using vegetable-based inks by a
CarbonNeutral
®
 printer.
This publication is produced by a CarbonNeutral®
company and the paper is Carbon Balanced with
World Land Trust.
Balancing is delivered by World Land Trust, an
international conservation charity, who offset carbon
emissions through the purchase and preservation of
high conservation value land.
Through protecting standing forests, under threat of
clearance, carbon is locked in that would otherwise be
released. These protected forests are then able to
continue absorbing carbon from the atmosphere, referred
to as REDD (Reduced Emissions from Deforestation and
forest Degradation). This is now recognised as one of the
most cost-effective and swiftest ways to arrest the rise in
atmospheric CO
2
and global warming effects. Additional
to the carbon benefits is the flora and fauna this land
preserves, including a number of species identified at risk
of extinction on the IUCN Red List of Threatened Species.
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