16th Dec 2016 11:00
16 December 2016
COUNTRYSIDE PROPERTIES PLC (THE "COMPANY")
ANNUAL REPORT AND FINANCIAL STATEMENTS 2016
The following documents have today been posted or otherwise made available to shareholders:
· Annual Report 2016
· Notice of Annual General Meeting
· Proxy Form
· Electronic Communications Letter
In accordance with Listing Rule 9.6.1R, a copy of each of these documents has been uploaded to the National Storage Mechanism and will be available for viewing shortly at http://www.morningstar.co.uk/uk/NSM
The above documents may be viewed online at www.investors.countryside-properties.com.
A condensed set of the Company's financial statements and information on important events that have occurred during the financial year and their impact on the financial statements were included in the Company's Preliminary Results Announcement on 29 November 2016. That information together with the information set out below, which is extracted from the Annual Report 2016, constitute the material required by Disclosure and Transparency Rule 6.3.5R which is required to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement is not a substitute for reading the full Annual Report 2016. Page and note references in the text below refer to page numbers in the Annual Report 2016. To view the preliminary announcement, slides of the results presentation and the webcast please visit www.investors.countryside-properties.com.
Enquiries: Tel: +44 (0) 1277 260 000
Ian Sutcliffe - Group Chief Executive
Rebecca Worthington - Group Chief Financial Officer
Victoria Prior - Investor Relations & Strategy Director
PRINCIPAL RISKS AND UNCERTAINTIES
Countryside has policies and procedures in place for the timely identification, assessment and prioritisation of the Group's material risks and uncertainties. This section describes how these risks are identified, managed and mitigated appropriately in order to deliver the Group's strategic objectives.
How We Manage Risk
Risk identification and management is built into every aspect of Countryside's daily operations, ranging from the appraisal of new sites, assessment of the prospects of planning success, building safely, and selling effectively to achieve long-term success through the property market cycle. Risk management is built into standardised processes for each part of the business at every stage of the housebuilding process. Financial risk is managed centrally through maintenance of a strong balance sheet, forward selling new homes and the careful allocation of funds to the right projects, at the right time and in the right locations. Risk management also includes the internal controls described within the Corporate Governance Report on page 48.
The Risk Management Committee normally meets every quarter to review the Group's risk register. Given the uncertainty leading up to the outcome of the EU Referendum on 23 June 2016, on the UK's continuing membership of the European Union, additional meetings were held by members of the Risk Management Committee to agree appropriate mitigating actions should they be required.
The Group's risk register is maintained to record all principal risks and uncertainties identified in each part of the business and an appropriate "risk owner" for each risk. The risk owners conduct an analysis of each risk, according to a defined set of assessment criteria which includes:
¾ How does the risk relate to the Group's business model and/or strategy?
¾ What is the likelihood of the risk occurring?
¾ What is the potential impact were the risk to occur?
¾ Would the consequences be short, medium or long term?
¾ What mitigating actions are available and which are cost effective?
¾ What is the degree of residual risk and is it within the Group's risk appetite parameters?
¾ Has the risk assessment changed and what is expected to change going forward?
The Risk Management Committee reviews the assessments made, compares it to the Group's appetite for each risk, reviews the current level of preparedness and determines whether further actions or resource are required. In reviewing and agreeing the mitigating actions, the Risk Management Committee considers the impact of risks individually and in combination, in both the short and the longer term.
Board and Audit Committee Responsibility
The Audit Committee reviewed the Group's risk register and the assessment of the Group's principal risks and uncertainties prepared by the Risk Management Committee at its meetings in February and July 2016. The Audit Committee also considered the effectiveness of the Group's systems, and has taken this into account in preparing the Viability Statement on the next page.
The Audit Committee reported on its findings to the Board at the Board's July and September meetings, in order to support it in making its confirmation that it had carried out a robust assessment of the principal risks. The table on pages 38 to 39 of the report sets out the Group's principal risks and uncertainties, mitigation and any change during the period.
The Board
- determines the Group's approach to risk, its policies and the procedures that are put in place to mitigate exposure to risk.
Audit Committee
- has delegated responsibility from the Board to oversee risk management and internal controls;
- reviews the effectiveness of the Group's risk management and internal control procedures; and
- monitors the effectiveness of the Internal Audit function and the independence of the external audit.
Risk Management Committee
- is responsible for the effective maintenance of the Group's risk register;
- oversees the management of risk;
- monitors risk mitigation and controls; and
- monitors the effective implementation of action plans.
Internal Audit
- undertakes independent reviews of effectiveness of internal control procedures;
- reports on effectiveness of management actions; and
- provides assurance to the Audit Committee.
Executive Committee
- is responsible for identification of operational and strategic risks;
- is responsible for ownership and control of specific risks; and
- is responsible for establishing and managing the implementation of appropriate action plans.
Referendum on 23 June 2016 on the UK's Continuing Membership of the European Union
Given the considerable uncertainty in the lead up to the EU Referendum vote, members of the Risk Management Committee met with the senior management of all business divisions to ensure that appropriate mitigation plans were agreed, and ready for implementation if required, to mitigate the full range of possible Brexit vote outcomes foreseen by some commentators.
The uncertainty in the market leading up to the EU Referendum vote lasted for two to three weeks after the vote. This impacted customer confidence and, while visitor levels and gross reservations remained largely unchanged, we did experience higher levels of cancellations and some price renegotiation. However, this period was relatively short-lived and we have experienced good trading conditions from August onwards.
The wider economic impacts of the EU Referendum vote may also be felt by the housebuilding industry in future, such as a slowdown in economic growth, higher imported material costs and possible restrictions on foreign labour. However, all of these risks are monitored and will be mitigated where possible by the Risk Management and Executive Committees with the appropriate action being taken in a timely manner.
PRINCIPAL RISKS AND UNCERTAINTIES FACING THE GROUP
The Group's principal risks are monitored by the Risk Management Committee, the Audit Committee and the Board.
The table below sets out the Group's principal risks and uncertainties.
PRINCIPAL RISKS | RISK MITIGATION |
Adverse macroeconomic conditions (change over year - increase) | |
A decline in macroeconomic conditions, or conditions in the UK residential property market, can reduce the propensity to buy homes. Higher unemployment and/or interest rates affect consumer confidence and can reduce demand for new homes. Constraints on mortgage availability, or higher costs of mortgage funding, may make it more difficult to sell homes. | Funds are allocated between the Housebuilding and Partnerships divisions. In Housebuilding, land is purchased based on planning prospects, forecast demand and market resilience. In Partnerships, contracts are phased and, where possible, subject to viability testing. In all cases, forward sales, cash flow and work in progress are carefully monitored to give the Group time to react to changing market conditions. |
Adverse changes to Government policy and regulation (change over year - no change) | |
Adverse changes to Government policy in areas such as tax, housing and the environment may result in increased costs and/or delays. The discontinuation of Government-backed purchase assistance programmes may adversely affect the Group's sales. | The potential impact of changes in Government policy and new laws and regulations are monitored and communicated throughout the business. |
Build cost inflation (change over year - no change) | |
Build costs may increase beyond budget due to the reduced availability of skilled labour, increases in sub-contractor or material costs, errors, omissions or unforeseen technical conditions. | Use of standard house types is optimised and designed to maximise buying power. Use of strategic suppliers to leverage volume price reductions and minimise unforeseen disruption. Robust contract terms to control costs. |
Programme delay including rising project complexity (change over year - no change) | |
Poor project forecasting, unforeseen operational delays due to technical issues, disputes with third party contractors or suppliers, bad weather or changes in purchaser requirements may cause delay or potentially termination of a project.
| The budgeted programme for each site is approved by the divisional board before acquisition. Sites are managed as a portfolio to control overall Group delivery risk. Weekly monitoring at both Divisional and Group level. |
Inability to source and develop suitable land (change over year - no change) | |
Competition or poor planning may result in a failure to procure land in the right location, at the right price and at the right time.
| A robust land appraisal process ensures each project is financially viable and consistent with the Group's strategy. |
Poor sales performance (change over year - no change) | |
Poor forecasting of market demand, or inability to react quickly enough to changes in market demand, in terms of product, location, time and price will impact the Group's competitiveness and reduce sales or sales prices.
| Market demand for design, product type and price is assessed for each potential site prior to acquisition. Forward sales are monitored closely to react to changing market conditions. |
Product quality declines (change over year - no change) | |
Failure to deliver high quality product and customer service may reduce sales, adversely affect the Group's brand and reputation and potentially lead to third party liabilities. | Standard house types and strategic suppliers are used to maximise maintenance of Group standards. Regular quality reviews are performed at each stage of construction. Customer surveys are conducted on handover of homes and results are analysed to improve product quality.
|
Inability to attract and retain talented employees (change over year - no change) | |
Inability to attract and retain highly skilled, competent people at all levels could adversely affect the Group's results, prospects and financial condition. | Remuneration packages are regularly benchmarked against industry standards to ensure competitiveness. Succession plans are in place for all key roles within the Group. Exit interviews are used to identify any areas for improvement.
|
Delays or refusals in planning (change over year - no change) | |
Failure to secure timely planning permission on economically viable terms is critical to the value of the Group's land bank. | A planning and risk assessment is conducted prior to any land purchase. Strong relations are maintained with local communities, the local authority and planning officers to best understand underlying policy and planning prospects.
|
Inadequate health, safety and environmental procedures (change over year - no change) | |
A deterioration in the Group's health, safety and environmental standards could put the Group's employees and contractors or the general public at risk of injury or death and could lead to litigation or penalties or damage the Group's reputation.
| Procedures, training and reporting are all carefully monitored to ensure that high standards are maintained. An environmental risk assessment is carried out prior to any land acquisition. Appropriate insurance is in place to cover the risks associated with housebuilding. |
RELATED PARTY TRANSACTIONS
Transactions with Group joint ventures and associate
| Joint ventures | Associate | ||
2016 £'000 | 2015 £'000 | 2016 £'000 | 2015 £'000 | |
Sales during the year | 26,150 | 20,648 | 674 | 1,522 |
At 1 October
Net advances during the period | 62,117
22,116 | 45,442
16,675 | -
- | -
- |
At 30 September | 84,233 | 62,117 | - | - |
The transactions noted above are between the Group and its joint ventures and associate whose relationship is described in Note 13 and Note 14 respectively.
Sales of goods to related parties were made at the Group's usual list prices. No purchases were made by the Group from its joint ventures or associate. The amounts outstanding ordinarily bear no interest and will be settled in cash.
Remuneration of key management personnel
The aggregate remuneration of the Executive Committee, who are considered to be key management personnel of the Group, was £6.1m (2015: £6.4m).
Transactions with key management personnel
In 2014, properties were sold at market value by the Group to parties related to key management personnel who continue to lease them back to the Group as follows:
¾ Close family members of Ian Sutcliffe received £17,250 (2015: £17,250)
¾ A company of which Graham Cherry, a member of the Executive Committee, is a Director and shareholder received £21,000 (2015: £21,000).
In 2016 a close family member of Ian Sutcliffe jointly purchased a property from Acton Gardens LLP, an entity in which the Group has a 50 per cent interest, at market value of £530,000.
Last financial year, a close family member of Ian Sutcliffe and a close family member of Graham Cherry were employed by a subsidiary of the Group. Both individuals were recruited through the normal interview process and are employed at salaries commensurate with their experience and roles. The combined annual salary and benefits of these individuals is less than £100,000 (2015: less than £100,000).
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.
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 International Financial Reporting Standards ("IFRSs") as adopted by the European Union, and the parent company financial statements in accordance with Financial Reporting Standard 102 (FRS102) the financial reporting standard applicable in the UK and Republic of Ireland (FRS 102).
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether IFRSs as adopted by the European Union and FRS 102 have been followed, subject to any material departures disclosed and explained in the Group and parent company financial statements respectively;
- notify its shareholders in writing about the use of disclosure exemptions, if any, of FRS 102 used in the preparation of the parent financial statements; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
Each of the Directors, whose names and functions are listed on page 42 to 43 of the Annual Report confirm that, to the best of their knowledge:
- the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
- the Directors' Report contained on page 70 of the Annual Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.
Related Shares:
CSP.L