Gross carbon emissions for 2017/18
tonnes CO2 equivalent (tCO2e)
33 per cent below our 2005/06 baseline
generated from renewable sources, an increase of 18GWh on 2016/17, equivalent to 21 per cent of our electricity consumption
Our directors present their management report including the strategic report and the audited financial statements of United Utilities Group PLC (the company) and its subsidiaries (together referred to as the group) for the year ended 31 March 2018.
A description of the company's business model can be found within the strategic report.
Greenhouse gas emissions reporting
We measure and report our greenhouse gas (GHG) emissions of all Kyoto Protocol gases resulting from all our operational activities in the UK over the financial reporting year and there are no material omissions. We report as required under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations and follow the 2013 UK Government Environmental Reporting Guidance and the GHG Protocol Corporate Accounting and Reporting Standard (2015).
In line with the recommendations of the Taskforce on Climate-related Financial Disclosure (TCFD), we are reporting scope 1, 2 and 3 emissions, our methodology and targets.
Our reporting is compliant with the international carbon reporting standard (ISO 14064, Part 1) and assured by the Certified Emissions Measurement and Reduction Scheme (CEMARS).
Methodology – how we measure our carbon footprint
A carbon footprint is calculated by converting all emissions of Kyoto Protocol gases into a carbon dioxide equivalent. Emissions are categorised as direct, indirect and net reductions.
Direct emissions, known as scope 1 emissions, are those from activities we own or control including those from our treatment processes, company vehicles, burning of fossil fuels for heating and incineration of sewage sludge.
Indirect emissions, known as scope 2 and 3 emissions, result from operational activities we do not own or control. These include emissions produced as a consequence of electricity we purchase to power our treatment plants (scope 2) and other indirect emissions such as travel on company business (scope 3). Emissions from electricity we use are calculated by converting each kilowatt hour purchased into its carbon dioxide equivalent.
Gross emissions are the sum of all three scopes. Net emissions are the gross emissions minus reductions from exported renewable energy.
The GHG Protocol recommends using two methods of calculating carbon emissions – the 'location based' method which uses average grid electricity emissions factors and the 'market based' method which is specific to the actual electricity purchased. We currently use the location based method and intend to adopt the market based method from 2018 onwards.
United Utilities' greenhouse gas emissions
To calculate our GHG emissions we use a UK water industry carbon accounting tool.
|Current Year||Previous years||Baseline Year|
|Direct emissions from burning of fossil fuels||14,324||20,848||12,283||17,638|
|Process emissions from our treatment plants – including refrigerants||91,456||96,019||87,004||125,032|
|Transport: company owned or leased vehicles||11,803||11,783||11,246||7,514|
|Scope 1 Direct emissions||117,583||128,649||110,533||150,183|
|Total grid electricity purchased – Generation||227,257||277,256||302,791||357,660|
|Scope 2 Energy indirect emissions||227,257||277,726||302,791||357,660|
|Business travel on public transport and private vehicles used for company business||2,504||2,889||2,783||2,374|
|Emissions from sludge and process waste disposal||23,048||17,915||13,744||42,712|
|Total grid electricity purchased – Transmission and distribution||21,248||25,120||25,006||33,088|
|Scope 3 Other indirect emissions||46,800||45,924||41,533||78,174|
|Gross operational emissions||391,640||452,301||454,857||586,017|
|Emission reductions from exported renewable electricity||(1,817)||(4,417)||(4,209)||(1,597)|
|Emission reductions from exported biomethane||(8,577)||(3,240)||(0)||(0)|
|Net operational emissions||381,246||444,644||450,648||584,420|
|Gross operational emissions per £m revenue||225.6||265.4||262.9||280.9|
Pictured: Floating solar panel facility at Godley reservoir, East Manchester
Targets and trends
By 2020 we aim to reduce our gross operational emissions by 50 per cent from the 2005/06 baseline and to achieve 60 per cent reduction by 2035. In 2017/18 our gross operational emissions (location based method) were 391,640 tCO2e, a 60,661 tCO2e reduction from last year, and 33 per cent below the 2005/06 baseline.
The majority of our GHG emissions, the biggest determinant of our carbon footprint, are from our purchase of grid electricity. This year the grid electricity emissions factor reduced by 14 per cent and we purchased 4 per cent less electricity, reducing our scope 2 emissions by over 50,000 tCO2e.
A key part of achieving our carbon ambition is increasing our generation of power from renewable sources, exporting any excess to the grid.
This year we generated the equivalent of 167 GWh of renewable electricity, an increase of 18 GWh on last year. This is equivalent to 21 per cent of our annual electricity consumption of 799 GWh. We have achieved this with a mix of generation from wind, hydro and solar photovoltaics and energy recovery from bioresources (using sewage sludge to power combined heat and power generators). We have also more than doubled the export of biomethane from the gas to grid facility at our Manchester Bioresource Centre. This has reduced our net emissions still further to 381,246 tCO2e.
While weather and operational conditions can impact our consumption of electricity and generation of renewable energy, we expect the overall trend in emissions to remain downwards, reflecting our commitment to act responsibly and minimise our carbon footprint.
Our carbon footprint since 2005/06: our baseline year
Renewable generation as percentage of electricity consumption
|Dividends||Our directors are recommending a final dividend of 26.49 pence per ordinary share for the year ended 31 March 2018, which, together with the interim dividend of 13.24 pence, gives a total dividend for the year of 39.73 pence per ordinary share (the interim and final dividends we paid in respect of the 2016/17 financial year were 12.95 pence and 25.92 pence per ordinary share respectively). Subject to approval by our shareholders at our AGM, our final dividend will be paid on 3 August 2018 to shareholders on the register at the close of business on 22 June 2018.|
|Directors||The names of our directors who served during the financial year ended 31 March 2018 can be found in the Board of directors section.|
|Reappointment||Our articles of association provide that our directors must retire at every annual general meeting following their last election or reappointment by our shareholders which is consistent with the recommendation contained within the 2016 UK Corporate Governance Code ('the Code') that all directors should be subject to annual election by shareholders. This has been the case at all the AGMs since 2011. Information regarding the appointment of our directors is included in our corporate governance report in the Nomination committee section.|
|Interests||Details of the interests in the company's shares held by our directors and persons connected with them are set out in our directors' remuneration report which is hereby incorporated by reference into this directors' report.|
|Corporate governance statement||The corporate governance report is hereby incorporated by reference into this directors' report and includes details of our compliance with the Code. Our statement includes a description of the main features of our internal control and risk management systems in relation to the financial reporting process and forms part of this directors' report. A copy of the Code, as applicable to the company for the year ended 31 March 2018, can be found at the Financial Reporting Council's website frc.org.uk. Copies of the matters reserved for the board and the terms of reference for each of the main board committees can be found on our website.|
At 31 March 2018, the issued share capital of the company was £499,819,926 divided into 681,888,418 ordinary shares of 5 pence each and 273,956,180 deferred shares of 170 pence each. Details of our share capital and movements in our issued share capital are shown in note 21 to the financial statements. The ordinary shares represented 71.3 per cent and the deferred shares represented 28.7 per cent respectively of the shares in issue as at 31 March 2018.
All our ordinary shares have the same rights, including the rights to one vote at any of our general meetings, to an equal proportion of any dividends we declare and pay, and to an equal amount of any surplus assets which are distributed in the event of a winding‑up.
Our deferred shares convey no right to income, no right to vote and no appreciable right to participate in any surplus capital in the event of a winding-up. The rights attaching to our shares in the company are provided by our articles of association, which may be amended or replaced by means of a special resolution of the company in general meeting. The company renews annually its power to issue and buy back shares at our AGM and such resolutions will be proposed at our 2018 AGM. Our directors' powers are conferred on them by UK legislation and by the company's articles. At the AGM of the company on 28 July 2017, the directors were authorised to issue relevant securities up to an aggregate nominal amount of £11,364,806 and were empowered to allot equity securities for cash on a non pre-emptive basis to an aggregate nominal amount of £1,704,721.
|Voting||Electronic and paper proxy appointment and voting instructions must be received by our registrars (Equiniti) not less than 48 hours before a general meeting and when calculating this period, the directors can decide not to take account of any part of a day that is not a working day.|
There are no restrictions on the transfer of our ordinary shares in the company, nor any limitations on the holding of our shares in the company, save: (i) where the company has exercised its right to suspend their voting rights or to prohibit their transfer following the omission of their holder or any person interested in them to provide the company with information requested by it in accordance with Part 22 of the Companies Act 2006; or (ii) where their holder is precluded from exercising voting rights by the Financial Conduct Authority's Listing Rules or the City Code on Takeovers and Mergers.
There are no agreements known to us between holders of securities that may result in restrictions on the transfer of securities or on voting rights. All our issued shares are fully paid.
|Major shareholdings||At 23 May 2018, our directors had been notified of the following interests in the company's issued ordinary share capital in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority:
|Per cent of issued share capital||Direct or indirect nature of holding|
|Lazard Asset Management LLC||8.03||Indirect|
|Purchase of own shares||At our last AGM held on 27 July 2017, our shareholders authorised the company to purchase, in the market, up to 68,188,841 of our ordinary shares of 5 pence each. We did not purchase any shares under this authority during the year. We normally seek such an authority from our shareholders annually. At our 2018 AGM, we will again seek authority from our shareholders to purchase up to 68,188,841 of our ordinary shares of 5 pence each with such authority expiring at the end of our AGM held in 2018.|
|Change of control|
As at 31 March 2018, Equiniti Trust (Jersey) Limited was the trustee that administered our executive share plans and had the ability to exercise voting rights at its discretion which related to shares that it held under the trust deed constituting the trust. In the event of a takeover offer which could lead to a change of control of the company, the trustee must consult with the company before accepting the offer or voting in favour of the offer. Subject to that requirement, the trustee may take into account a prescribed list of interests and considerations prior to making a decision in relation to the offer, including the interests of the beneficiaries under the trust.
In the event of a change of control, the participants in our all employee share incentive plan (ShareBuy) would be able to direct the trustee of ShareBuy, Equiniti Share Plan Trustees Limited, how to act on their behalf.
|Information required by UK Listing Rule 9.8.4|
Details of the amount of interest capitalised by the group during the financial year can be found in note 5 to the financial statements. In line with current UK tax legislation, the amount is fully deductible against the group's corporation tax liability, resulting in tax relief of £7.5 million.
There are no other disclosures to be made under Listing Rule 9.8.4.
|Directors' indemnities and insurance||We have in place contractual entitlements for the directors of the company and of its subsidiaries to claim indemnification by the company in respect of certain liabilities which might be incurred by them in the course of their duties as directors. These arrangements, which constitute qualifying third-party indemnity provision and qualifying pension scheme indemnity provision, have been established in compliance with the relevant provisions of the Companies Act 2006 and have been in force throughout the financial year. They include provision for the company to fund the costs incurred by directors in defending certain claims against them in relation to their duties as directors of the company or its subsidiaries. The company also maintains an appropriate level of directors' and officers' liability insurance.|
We do not support any political party and do not make what are commonly regarded as donations to any political party or other political organisations. However, the wide definition of donations in the Political Parties, Elections and Referendums Act 2000 covers activities which form part of the necessary relationship between the group and our political stakeholders. This includes promoting United Utilities' activities at the main political parties' annual conferences, and occasional stakeholder engagement in Westminster.
The group incurred expenditure of £21,662 (2017: £11,298) as part of this process, the increase on the previous year as a result of a parliamentary reception hosted by the company to engage parliamentary stakeholders on its business plan development. At the 2017 AGM, an authority was taken to cover such expenditure.
A similar resolution will be put to our shareholders at the 2018 AGM to authorise the company and its subsidiaries to make such expenditure.
|Trade associations||We are members of a small number of trade associations. Some of these have a national focus, such as Water UK, the representative body of the UK water industry, which considers industry-wide priorities such as development of markets, customer trust, resilience, and legislation and regulation, and the Confederation of British Industry, which provides a policy making voice for firms at a regional, national and international level. Others focus on specific professions such as the 100 Group representing the views of the finance directors of FTSE100 and large UK private companies and the GC100, the voice of general counsel and company secretaries in FTSE100 companies. The company is also a member of regional bodies, such as the North West Business Leadership Team and Atlantic Gateway, both of which encourage engagement across the public and private sectors to promote the sustainable economic development and long-term wellbeing of the North West. Our contribution to these associations in 2017/18 was £389,743 (2016/17: £393,000).|
Our policies on employee consultation and on equal opportunities for our disabled employees can be found in the 'People' section. The company's business principles make clear how the company and all our employees must seek to act with integrity and fairness and observe legal requirements. Anyone with serious concerns that the company may not be adhering to these principles is encouraged to speak up via their line manager or through a confidential telephone line.
Importance is placed on strengthening employees' engagement, measuring their views annually, then taking action to improve how they feel about the company and understand its direction. Employees are provided with regular information to enable them to understand the financial and economic factors affecting the company's performance. The board encourages employees to own shares in the company through the all employee share incentive plan (ShareBuy). For further information on our average number of employees during the year, go to note 2.
and community matters
|Details of our approach to corporate responsibility, relating to the environment and social and community issues, can be found in the Corporate responsibility committee section.|
|Essential contractual relationships||Certain suppliers we use contribute key goods or services, the loss of which could cause disruption to our services. However, none are so vital that their loss would affect our viability as a group as a whole nor are we overly dependent on any one individual customer.|
|Approach to technology development||We are committed to using innovative, cost-effective and practical solutions for providing high-quality services and we recognise the importance of ensuring that we focus our investment on the development of technology and that we have the right skills to apply technology to achieve sustainable competitive advantage and also that we continue to be alert to emerging technological opportunities.|
|Financial instruments||Our risk management objectives and policies in relation to the use of financial instruments can be found in note A4 to the financial statements.|
|Events occurring after the reporting period||Details of events after the reporting period are included in note 24 to the consolidated financial statements.|
|Slavery and Human Trafficking Statement||Our statement can be found on our website at: unitedutilities.com/human-rights|
Total dividend per share
(2016/17: 38.87p per share)
Annual general meeting
Our 2018 annual general meeting (AGM) will be held on 27 July.
- Full details of the resolutions to be proposed to our shareholders, and explanatory notes in respect of these resolutions, can be found in our notice of AGM. A copy can be found on our website.
At our 2018 AGM, resolutions will be proposed, amongst other matters:
- To receive the annual report and financial statements; to approve the directors' remuneration report; to declare a final dividend; and to reappoint KPMG LLP as auditor; and
- To approve the directors' general authority to allot shares; to grant the authority to issue shares without first applying statutory rights of pre-emption; to authorise the company to make market purchases of its own shares; to authorise the making of limited political donations by the company and its subsidiaries; and to enable the company to continue to hold general meetings on not less than 14 working days' notice.
Information given to the auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- So far as he or she is aware, there is no relevant audit information of which the company's auditor is unaware; and
- He or she has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the company's auditor is aware of that information. This confirmation is given, and should be interpreted, in accordance with the provisions of s418 of the Companies Act 2006.
Reappointment of the auditor
Our board is proposing that our shareholders reappoint KPMG LLP as our auditor at the forthcoming AGM and authorises the audit committee of the board to set the auditor's remuneration.
Approved by the board on 23 May 2018 and signed on its behalf by: