focusing on annual reports Scandia House, Boundary Road, Woking, Surrey GU21 5BX t e info@andara.co.uk w

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1 focusing on annual reports Scandia House, Boundary Road, Woking, Surrey GU21 5BX t e info@andara.co.uk w Your marketing doesn t just tell your customers about your products and services, it also tells them about your attitude to the environment. We work with suppliers to ensure they recognise and reduce the environmental impact of their products or services.

2 Your annual report is probably the single most important document your business will produce. Each annual report is unique to the business it serves, for some it is the only piece of marketing they will send to their stakeholders and for others it is simply a legal obligation that sits alongside other, more prominent collateral. There are clearly defined obligations to be met and an agenda dependent on financial performance. But most importantly, the annual report should clearly answer the question it evokes: what sort of business is this? What is the purpose of the annual report? From an investor and analyst perspective the key objectives of an annual report are: to educate and inform shareholders (potential as well as current); to set out a strategy and report on how that strategy is being implemented; to report on performance during the period under review and put that performance in context of the company s strategy and markets; to explain the risks and factors that could influence the performance of the business; to provide direction and clarity on corporate governance issues; and to fulfill other legal and regulatory responsibilities. In addition, many companies see the annual report as an opportunity to build their corporate reputation with a wider group of stakeholders and showcase their company to customers, prospective business partners, staff and their local community. Key principles Simplicity: The annual report should be written in such a way that someone without specialist industry or financial knowledge can benefit equally from those that have. Clarity: It should be laid out coherently and organised in such a way that that key information is easy to find, easily understood and more complex issues are clearly explained. Consistency: Shareholders will expect to be able to track progress on key issues over time and make comparisons with last year. Conciseness: There is a lot to cover in a well prepared annual report and the content should be precise and to the point quantity does not always equal quality. 2

3 Content The business review The Companies Act 2006 requires all companies, with the exception of small companies*, to produce a business review and section 417 of the act outlines the areas this should cover. The extent to which the key elements of the business review have been incorporated in the report needs to be disclosed in the directors report with suitable cross references to the narrative section. Best practice will provide an opportunity to develop the quality of reporting rather than including the bare minimum necessary to comply with the legislative requirements; these are summarised below and the full details can be found in the Companies Act 2006 S417. A checklist of key items for inclusion in the Business review is shown on the following pages. Key people As breadth and depth of management are considered key critical success factors by shareholders, biographies of the executive and non-executive directors are essential. As best practice, this should be extended to senior managers, and these biographies should include a description of the relevant experience they bring to the company. Companies should consider extending this to include key technical specialists and advisory board members. Segmental analysis Investors expect to find the detail on operational performance at divisional, market and geographic sector level in the annual report plus greater detail on financial performance to increase their understanding of what is driving sales, margins and costs on a similar basis. Clear, simple tables and graphs should be used, including percentages to aid access to information. Shareholder data As well as contact details for queries on dividends, share transfers, voting etc, the report should include a section that provides a history of the share price and dividend performance. A history of the company s capital, including share splits and rights issues and reference values for calculating capital gains tax and indexation should also be provided 3

4 An Investment Opportunity in UK Residential Property * This is based on the principal assumptions that the Partnership will be geared at 65%, experience 5% House Price Inflation per annum, secure a fixed interest rate on the Senior Debt of 5.25% per annum, experience the same entry and exit valuation yields and other assumptions contained in the Information Memorandum % 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24% 26% 28% 30% 32% 34% 36% 38% 40% An Investment Opportunity in UK Residential Property 49 Focusing on Report & Accounts Other useful information Many shareholders find financial tables and accounts difficult to understand. Good use of summary facts and figures, financial tables with key ratios including graphical presentation of results where appropriate, should be included. Where ratios and financial measures are used, definitions should be provided and, if the calculations are sophisticated, include the calculation or provide a link to calculations on-line. Remuneration In general, the description of performance and reward should try and explain increases or decreases in remuneration in respect of underlying performance (including those related to prior years) and the achievement of key performance indicators. Sustainability The annual report should include an adequately full description of the key sustainability issues for the Group together with summary of key performance. Cross-references to other, more substantial materials, whether on-line or in other printed materials, should be included. This is usually covered in the corporate responsibility section (CR). This section should not cover all aspects of CR, but should indicate the areas that are significant and relevant to the business. This principle is reflected in the business review requirements, where directors are left to judge which specific issues they consider to be appropriate from a list of factors that includes: environmental matters; employees; and social and community issues. Appendix 4 - Watson Wyatt Report on the Partnership IRR (Continued) 3.4 A graphical representation of this distribution, based on 5000 scenarios, is shown below (excluding the scenarios with negative net IRR): Table 1: Histogram of the net IRR based on 65% gearing Frequency net IRR Section 4 Summary of Base Inputs and Assumptions Base Inputs and Assumptions used in the analysis Economic and demographic assumptions Gearing (long term senior debt) 65.00% Equity coupon 3.50% Long term senior debt interest rate 5.25% Life of fund (years) Annual house price inflation 5.00% Discount rate 7.60% House price inflation payable on purchase 0.38% Mortality Other redemptions IMA92/IFA92 rated down 1 year 50% of mortality in early years, 200% at age 100, broadly linear interpolation between 5 and 10 years R E V E R S I O N A R Y A S S E T MANAGEMENT G R O U P LTD Equity Reversion Fund Limited Partnership 45 billion funding gap in home equity release market. RAM has commitments for circa 450 million of Reversions over the next 3 years. An Investment Opportunity in UK Residential Property Reversions January 2003 Equity Reversion Fund Limited Partnership - Fact Sheet Highlights Fund Size: 500m. Total Equity: 175m. Total Debt: 325m (65% gearing). Assets: Freehold residential property acquired through Home Reversions. Location: England and Wales. Fund Type: Limited partnership. Closing Date: 31 March INFORMATION MEMORANDUM The Opportunity Minimum Subscription: 5 million. Life of Fund: 30 years, review after 10 years. Fund Objective: Maximise capital growth. Operator: Partnership Incorporations Ltd will act as the independent FSA Operator. The Equity Reversion Fund Limited Partnership (the Partnership ) offers an investment opportunity in Home Reversions, a rapidly growing, demand driven sector of the residential marketplace with proven high levels of customer satisfaction. This opportunity is supported by market based actuarial statistics and strong fundamental economic tenets. Home Reversions are not new. What has changed however is the level of demand for such products. The general population is living longer and retiring earlier with the consequence that an increasing number of retired people are finding themselves asset rich but cash poor and are looking therefore to raise funds to maintain their expected or preferred quality of life. Reversions enable homeowners to realise part of the equity in their property. With a Reversion, the homeowner enters into a contract to give up an equity share of their home in return for a cash payment and a rent-free, Full Repairing and Insuring ( FRI ) lifetime tenancy of their property. Partnership Incorporations Limited Regulated by the Financial Services Authority The Partnership has commitments for a substantial supply of Home Reversions from the Product Providers and will thereby receive its share of the equitable interest in the property when the homeowner passes away or moves and the property is subsequently sold. The Partnership will only provide financial resources for Reversions, not for mortgages or other equity release schemes, and only for homeowners over 65 years of age. Partnership Returns The projected IRR for the proposed 10 year life of the Partnership is in excess of 16% p.a. * This is net of all Partnership costs and fees and includes a proposed income distribution of 3.5% per annum to Investors. Risk Assessment RAM is offering a large scale diversified asset backed investment without the risks normally associated with an institutional investment in the residential market. Insufficient quantum? Committed supply of product supported by a strong market growth. Adverse public relations? A lifetime, rent-free, FRI lease which minimises the potential conflicts between the landlord and the tenant. Client-driven product with a detailed legal process which assures, as far as possible, the involvement of the immediate family in the decision-making process. Positive short and longterm forecasts in House Price inflation underpinned by demographic, social and economic factors 4

5 Checklist 1. A fair review of the company s business Sensible and understandable explanation of the company s business. Balanced perspective and clear statement of the company s strategy which explains how the strategic priorities will be achieved. Performance commentary that links in how the company s strategy is being achieved Good use of key performance indicators, including both financial and non-financial measures. Clear ownership by management of the issues. Description of the company s markets, including regulatory environment and competitive position. Support qualitative statements with quantitative evidence, using external sources where possible. 2. A description of the principal risks and uncertainties facing the company Digestible presentation of the key risks and uncertainties and how the management have addressed them in order to minimise their impact on performance, or to exploit them to gain competitive advantage. Identify external risks (may not be controllable by management) and internal risks which should be controllable. Avoid a legalistic approach to narrative and explanation if possible. 5

6 3. The development and performance of the company s business during the financial year Commentary related to the group strategy and progress in achieving objectives. This should be consistent with other communications and avoid bland, motherhood statements. Good use of key performance indicators, including both financial and non-financial measures. If multi-year trends are available use them to present underlying performance Adequate discussion of both positive and negative events or developments. 4. The position of the company s business at the end of that year, consistent with the size and complexity of the business Provide understandable analyses of the key balance sheet measures at the period end. Appropriate review of trading trends and prospects. Provide an update on the key risks and uncertainties at the period end. Include detail on the drivers of operational performance at the divisional, product and regional level. 5. Analysis using financial key performance indicators Explain why these have been selected and the basis of calculation. Key means key don t include every KPI you can think of and obscure the ones that are most important. KPIs should have longevity i.e. can be used consistently from year to year. Explain positive and negative trends in KPIs. 6. Analysis using other key performance indicators including information relating to environmental matters and employees matters(where appropriate) As a minimum an adequate summary should be provided with links to other sustainability reporting on-line or in other publications. These should be linked to the company s strategy and include historic data and future targets to demonstrate progress. 7. A description of the main trends and factors likely to affect the future development, performance and position of the company s business Clearly highlight the key trends (cyclicality, seasonal factors etc) that have and will influence performance. Provide a balanced commentary on the risks etc. presented by these trends. Describe the strategic steps that are or have been taken to mitigate the impact of these measures. 8. Information about environmental matters (including the impact of the company s business on the environment)* How does the company measure the impact of its operations in the environment? What steps have been taken to minimise these impacts and improve performance? Include important aspects of company s activities which impact on its corporate reputation. 6

7 9. Information about the company s employees* How does the organisation set out to recruit, train, motivate and reward and retain talent etc? What are the key factors that the company uses to differentiate itself as an employer of choice etc? What is the contribution of employees to company performance? Provide case studies and examples rather than platitudes. 10. Informationabout social and community issues* How does the company integrate with the communities in which it operates and ensure that operations have a positive impact on them? For 8,9,10 Include information about any policies of the company in relation to those matters and the effectiveness of those policies. 11. Information about persons with whom the company has contractual or other arrangements which are essential to the business Outline the critical elements of the company s supply chain and cover important suppliers, partners and joint ventures. Describe the processes used to manage risk in the supply chain. The budget statement 2004 The budget statement 2005 The budget statement

8 Structure Target audience The target audience for the annual report and accounts includes professional investors (whether they are existing shareholders or not), analysts, retail shareholders, employees and other stakeholders. The use of additional publications can support the effectiveness of the annual report in communicating with these broader stakeholders. For example, if the company publishes suitably high quality summary financial statements, there is greater scope for the annual report to focus on the professional investor. However, there should be consistency between the different reports recognising the cross-over in use of different materials. Key messages Make sure the key messages reflect the current and long-term concerns of analysts and shareholders as well as internal views and use this to guide the structure and content, rather than just using the same format as last year. As best practice, make sure the key messages are well highlighted and linked closely to the strategy, risks or another element of relevant reporting. 8

9 Index Contents should be clearly identified in a detailed index and signposting throughout the document should help the reader find relevant sections easily. Highlights Key financials, compared with the previous year, and any other events that give the reader a quick summary of business performance should be communicated in one of the opening pages. Highlights should include a good cross-section of the key financial performance measures (for example: turnover, operating profit, EPS and any dividends to be paid). Graphs or key metrics can be useful here to demonstrate trends, and should be clear and easy to interpret. Where sensible, the data and its presentation should be consistent from year to year. Summaries Whilst the opening statements (chairman s, chief executive s or management s) could be used to present an overview of results and performance during the year, best practice would be to include summaries at the beginning of longer statements, such as an operating review, CR section or financial review. Copy Style Do not use jargon or buzz words and include a glossary if technical terms or acronyms need to be used, or possibly using annotations providing an explanation where necessary in the text. Clear, concise, well structured text should be used with short sentences, keeping in mind that this is a factual, informative document, rather than marketing collateral. Consistency/coherence Avoid repetition, for example, in the chairman s, chief executive s and finance director s comments. Use crossreferencing if attention needs to be drawn to important points. Unless important to communication, try and ensure the style of writing, vocabulary and definitions are consistent across the document. Front cover While the design on the front cover should make someone want to pick up the report, it should also have a purpose. For example, use an image or strap line to illustrate a key strength or message. Imagery The use of visual aids (eg pictures, charts, schematics etc.) is a powerful way to convey key messages but it is important to get the balance right. In general, imagery should be relevant to the content and key messages of the annual report and accounts and too many images may make the document too elaborate. Too few leave the document text heavy and unlikely to draw the reader in. Any photography should be captioned to explain its relevance. Graphs, tables and charts should be used where possible to illustrate figures and these should be clearly labelled. 9

10 Layout Not all shareholders have time to review an annual report in detail; good use of bullets, shorter paragraphs, highlighted text, visual aides, graphics etc. that facilitate access to the information are encouraged. Most shareholders browse thorough the annual report so critical information should be signposted, using quotes, boxed sections and colour to bring key messages to the reader s attention. Font size should be easily readable, line lengths not too long with the text laid out in columns. Here are 10 practical suggestions to help shareholders: make sure contact details and web address are clearly visible in a logical place eg on the back cover. Provide a list of on-line links or other publications if necessary; make sure the date on the front cover makes it clear which year end is being covered eg 31 March 2008; put company name and year end on the spine for easy reference when filed; put company name and year end on every page in case individual pages are copied particularly relevant when more use is made of online PDF copies; make sure it is clear which section you are in; make sure you adequately highlight the current year in text and tables; don t bind the invitation to the annual general meeting invitation and resolutions into the main report and accounts as shareholders may not notice it. If you do, make sure it is well signposted; relevant reports and directors statements should be signed (and accompanied by photos where suitable) to demonstrate ownership and accountability; differentiate the accounts section from the rest of the report so that readers can turn to it easily eg. use different colour, stock or a clear tabulation etc; use dark tints sparingly as text can be difficult to read and impossible to photocopy. Everyone involved in the your annual report is in a position to add and promote the values of your business. The success of the report is dependent on the skills and experience of those responsible for its production. Your annual report - success is important. 10