Annual Report and Accounts 2022
We believe travel
shouldn’t damage
the earth
So we're building a charging infrastructure
that will enable mass adoption of
electric vehicles
In this report
Strategic Report
Governance
Financials
Business model
04
Chief Executive Officer’s statement
12
Chief Financial Officer’s statement
17
Market context
23
Our strategy
26
Key performance indicators
31
ESG
33
Risk management
64
Viability statement
74
Section 172 statement
75
Non-financial information statement
76
Chair’s introduction
78
Compliance statement
79
Board Leadership and Purpose
80
Division of Responsibilities
86
Nomination Committee report
88
Audit & Risk Committee report
90
Directors’ remuneration report
93
Directors’ report
104
Statement of Directors' Responsibilities
107
Independent Auditor’s report
109
Consolidated financial statements
118
Notes to financial statements
122
Company financial statements
148
Notes to the Company financial statements
150
Glossary
156
Shareholder information
157
Financial highlights
•
16% year-on-year revenue growth to £71.4 million
•
31% growth in commercial revenue to £23.9
million, with strong performance across
managed installations and supply-only shipments
•
The home segment suffered from the ending
of OZEV grants and the smaller growth in
new plug-in vehicle registrations, 21% in 2022
compared to 74% in 2021. Revenue increased
by 3% to £41.4 million
•
Acceleration of growth in recurring revenue,
up 107% on 2021
•
At 108% up on 2021, continuing high growth
in our owned asset segment
•
Continuing expansion of the customer base
across both commercial and recurring
revenue segments
•
Adjusted EBITDA loss of £7.0 million was, as
expected, a result of increased spend to drive
future growth, along with the impact of global
supply chain issues. The loss before tax for
2022 was £19.9 million after share-based
payment costs (adjusted EBITDA is defined
on page 118)
•
With £74.1 million cash at year end, the Group
retains a strong balance sheet to enable
delivery of the strategy through the near
term volatility
Operational highlights
•
Continuing market leadership in the UK
home sector. Cumulative total of 173,754
home chargepoints installed and able to
communicate, with a further 53,961 home
chargepoints installed in the year
•
Significant progress in the UK commercial
sector, with 14,729 chargepoints installed and
shipped in the year – an increase of 34% from
11,025 in the full year 2021, with direct sale
chargepoints shipped up 51%
•
Strong progress in UK owned assets, with
1,259 total chargepoints installed at the year
end across 570 sites – an increase of 28% from
the 984 chargepoints and 26% from the 453
sites reported for 2021
•
117 DC rapid chargepoints installed
at the year end – an increase of 60% from
73 installed at 31st December 2021
•
Increase in headcount from 409 to 536,
including strengthening our Tech Team by 79
•
2.36 billion kilometres of electric driving
powered by our chargepoints in 2022 –
up by 147% compared to 955 million in 2021
•
22.5 million charging sessions delivered
in 2022 – up by 84% compared to 12.2 million
in 2021
•
367 million kWh delivered by our chargepoints
in 2022, avoiding the equivalent of 278,000
tonnes of CO
2
e
For more details, see
our KPI pages 31 to 32
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
02
Strategic
Report
Our mission
is to put an
electric vehicle
chargepoint
everywhere
you park
Business model
04
Chief Executive Officer’s statement
12
Chief Financial Officer’s statement
17
Market context
23
Our strategy
26
Key performance indicators
31
ESG
33
Risk management
64
Viability statement
74
Section 172 statement
75
Non-financial information statement
76
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
03
60%
3%
7%
30%
Business model
Early in Pod Point’s journey, we recognised that the laws of
physics meant that charging an electric vehicle (EV) wouldn’t
be as fast as refuelling a petrol or diesel car. So a different
approach was required. But far from being a negative,
this new system was actually much better suited to the
way we use cars in our everyday lives. As cars are mobile
for less than 5% of their lives on average, they spend more
than 95% of their time parked. We knew that by taking a
proportion of that time to plug in and charge, cars would be
effectively fuelling themselves while drivers are busy doing
other things – sleeping, working, shopping, exercising and
generally living their lives.
So our business model is built on our desire to put a
chargepoint everywhere you park – home, workplace,
destination and en-route.
As the EV revolution gets underway, we increasingly need
smart, connected infrastructure to ensure that EV charging
works in harmony with the grid across the network.
Our view of where the significant majority of charging activity
takes place is in the home segment, as this is the most
convenient place for charging and as early EV adopters are
biased towards those who can home charge. So this remains
a very busy segment for Pod Point. However, the commercial
segment is seeing increased growth as businesses appreciate
the part they have to play in the decarbonisation of transport.
While we’re active across all parts of the charging ecosystem,
our presence in en-route charging remains smaller and our
significant DC network fulfils more of a hybrid en-route/fast
destination charging role. Very high capital requirements and
high utilisation risk makes access to key locations critically
important when investing in en-route charging. We therefore
remain circumspect on en-route investments until a suitable
opportunity presents itself.
The diagram below sets out the EV charging ecosystem – how we expect
to see drivers doing their charging in a mature market.
What we do
Typical charging pattern
En-route charging
Destination charging
Home charging
Workplace charging
Strategic Report
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Financials
04
Pod Point
Annual Report and Accounts 2022
Business model
continued
Home
•
We sell direct to consumers via our
website, and install smart chargepoints
in domestic properties generating
one-off installation revenue
•
We benefit from deals with major
automotive manufacturers such as Audi,
Mercedes, BMW, Mini, Hyundai and Kia
through referral agreements, which
enable us to provide home chargepoints
to their customers
•
Revenue £41.4 million
•
Revenue growth YoY: 3%
•
58% of total revenue
Commercial
•
We install chargepoints at last mile
delivery companies like DPD, DHL
and Evri
•
In addition, we install chargepoints at
destinations such as shopping centres,
retail parks, railway stations and airports.
Clients include B&Q, Colas Rail, Forestry
Commission and CBRE
•
We work with clients such as Lidl and
Tesco to provide a network of rapid
chargepoints that drivers can
access for en-route charging when
on longer journeys
•
We work with property companies such
as Barratt Homes to provide
chargepoints for new developments
•
Revenue £23.9 million
•
Revenue growth YoY: 31%
•
33% of total revenue
Recurring
•
We receive ongoing network fees
from commercial customers
•
We receive a share of revenue from
certain groups of chargepoints owned
by our commercial customers
•
Revenue £1.9 million
•
Revenue growth YoY: 107%
•
3% of total revenue
Owned
•
We own a number of chargepoints
which are installed at locations under
commercial arrangements with the
owner or lessor of these locations.
We currently own 1,259 chargepoints
(1,142 AC chargepoints and 117
DC chargepoints)
•
Investment in funded rapid chargepoints
will continue but on a selective basis,
where it forms part of a broader
customer proposition or the economics
are compelling
•
Revenue £4.2 million
•
Revenue growth YoY: 108%
•
6% of total revenue
Our revenue
streams
Strategic Report
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Pod Point
Annual Report and Accounts 2022
05
Business model
continued
•
Strong brand recognition with a
market-leading position in the UK
As one of the first EV charging providers
in the UK, with 14 years’ experience, we’re
well established across our market
segments. That presence across a range
of channels helps reinforce the strength of
the Pod Point brand.
•
Key partnerships and contractual
relationships with major
stakeholders across the charging
ecosystem
Partners including automotive OEMs, and
leasing companies, have committed to
long-term contractual agreements with
Pod Point, with many long-term partners
renewing their relationships.
Contractual agreements have also been
entered into with a variety of businesses
in our commercial segment, including
property developers, supermarkets,
retail outlets, large corporate entities
and SMEs, which provide opportunities
in this growing segment.
Such relationships are critical in ensuring
longer-term viability.
•
Significant and growing network
of smart chargepoints and
enhanced software focus offers
potential to accelerate growth
of recurring revenues
Although recent regulations have now made
it mandatory, all Pod Point chargers have
actually been smart-connected devices for
several years. This resource has the potential
to modulate charging behaviour so that it
works in harmony with the grid and – by
responding to future energy marketplace
signals – provides recurring revenue
opportunities. Our investment in software
and data underpins such recurring revenue
growth by enabling the continued
development of such capabilities in
our devices, network and services.
Established capability
in a critical industry
Charging infrastructure is increasingly critical to the UK’s
automotive and energy future. Our track record of delivery and
our growing capability mean that we’re particularly well placed
to seize the opportunities ahead.
Strategic Report
Governance
Financials
06
Pod Point
Annual Report and Accounts 2022
Business model
continued
•
Diverse, mission-driven and brilliant
people making our vision a reality
At Pod Point our people drive our mission
– and vice versa. Our teams make up a
highly capable and resilient organisation
able to complete a truly impressive array
of tasks, including the design, outsourced
manufacturing, and installation of
chargepoints and associated systems.
With more than 500 full-time employees and
rising, we have the proven capability to fully
support our customer base and develop our
market share. We use internal data to
identify and execute opportunities to secure
revenues and to enable our customers
to keep reducing their costs and carbon
emissions, while enhancing convenience.
The Pod Point team is structured so that
we use internal resource for those functions
where our people can add most value, such
as designing and developing AC hardware
and most software development. We also
employ 89 in-house electrical engineers
to lead our installation and maintenance
practices. For those areas where our
business requires greater flexibility, we rely
on trusted partners. For example, our key
manufacturing partners at Celestica and
iPRO (our supplier of lower volume AC
chargepoints), and numerous qualified
installation and site maintenance partners
for times when demand is high.
•
A resilient business, well-placed to
weather headwinds and embrace
the high growth to come
Pod Point’s recent track record has been one
of significant year-on-year revenue growth.
However, the latter half of 2022 saw some
challenges for the charging industry as
growth slowed somewhat in line with
lengthening lead times on the delivery of
new EVs caused by automotive supply chain
constraints. All charging companies have
faced difficulties during this period, as they
had geared for growth rates that were much
higher than those experienced in practice.
Pod Point has not been immune to these
challenges but with 14 years’ experience,
we’ve weathered economic challenges
before. We have the resources, the strategic
vision, the balance sheet strength, and the
team to do so again and to position the
Company for the high growth that is sure
to come, as the UK heads for the end of ICE
and hybrid sales in 2030/35.
•
Experienced entrepreneurial
Leadership Team backed by
majority shareholder
With founder Erik Fairbairn still in post
as CEO, supported by highly experienced
leadership, both in the Executive Senior
Management Team and on the Board, Pod
Point possesses an enviable level of expertise
in scaling and sustaining an EV charging
business. We've demonstrated our
capabilities over 14 years, during which we've
helped to define the EV charging market
in the UK and established a resilient and
scalable business.
We’re backed by our highly supportive
majority shareholder, EDF – Britain’s biggest
generator of zero carbon electricity.
68,965
chargepoints installed
and shipped in 2022
Strategic Report
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Financials
Pod Point
Annual Report and Accounts 2022
07
Business model
continued
Delivering stakeholder value
The Pod Point team is
dedicated to engaging with,
and providing value to, our
wide range of stakeholders.
Customers
Our customers are EV drivers, chargepoint
hosts, third-party installers/wholesalers and
Pod Point chargepoint owners – and they're at
the heart of everything we do and how we do it.
Our primary aim is always to provide them with
the highest levels of service, innovation and
reliability – so that they trust us, recommend
us and keep coming back to order more
chargepoints and services.
How we engaged
•
An engagement survey of host customers
and EV drivers, involving over 2,300
respondents. This process enabled us to
better understand EV drivers and advance
our knowledge in specific customer
segments, which will inform decisions around
further engagement, product development
and strategic account expansion
•
In-person and remote OEM and dealer
training sessions, reaching around
500 individuals
•
Widespread consultations with the wholesale
and electrical contracting industry and
via OZEV (Office for Zero Emission Vehicles)
•
Working directly with homebuilders
•
Survey of more than 2,000 residents
in apartments
•
Onboarding seven strategic fleet partners
using our fleet solution services and holding
discovery sessions to help develop and shape
the service
The value we delivered
•
53,961 home chargepoints installed
•
14,729 commercial chargepoints installed
and shipped
•
275 owned chargepoints installed
•
Commercial revenue increased by 31%
•
Wholesale supply only chargepoints shipped
increased by 51%
•
Outstanding customer reviews:
•
4.7/5 rating on Reviews.io across
36,000+ reviews
•
91% recommendation rating on Reviews.io
•
4.3/5 rating on Trustpilot (11,000+ reviews)
•
Rated ‘Excellent’ on Trustpilot
•
Compliance with Smartcharge Regulations
Our priorities for 2023
•
Install more chargepoints across all four
key routes to market within the EV
charging ecosystem
•
Further develop our product offering to suit
a wider range of install cases
•
Continue to invest in our software to enable
additional recurring revenues
•
Invest in owned assets in a limited and
opportunistic manner where we see
positive returns
•
Grow our Dealer Team, enabling greater
engagement and delivery of training
•
Reducing cost and carbon and increasing
convenience of charging
What we discussed
•
Driver charging behaviours and demands
both in the domestic and commercial setting;
demographic and socio-demographic insight;
chargepoint locations vs driver demand
•
Our home charger Solo product, charging
speeds, connector types and the survey and
installation process
•
Reducing the wholesale and electrical
contracting industry’s exposure to the
Smartcharge Regulations implemented
during 2022 and the upcoming publication
of fire risk guidance in blocks of flats
•
The changes in building regulations and the
extent to which prospective homebuilders'
customers expect EV charging as a
standard proposition
•
Building-specific requirements and
sentiment regarding EV adoption by those
living in apartments
•
Customer and driver requirements for fleet
management services
Strategic Report
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08
Pod Point
Annual Report and Accounts 2022
Business model
continued
Partners
We work closely with a number of key partner
organisations which play a vital role in
supporting us in our vision to enable travel that
doesn’t damage the earth. These partners
include our new manufacturing partner
Celestica, together with our long-serving
partner iPRO – the manufacturers of our
in-house designed and branded AC
chargepoints, and our selected chargepoint
installation partners.
How we engaged
•
Regular virtual and in-person meetings and
site visits with key partners
•
The introduction of quarterly business reviews
•
Formal supplier audits with our key suppliers
•
Utilisation of our exceptional supplier
selection programme
What we discussed
•
The impact of global issues on the availability
of key components within the supply chain
•
Ethical, environmental and quality
performance
•
Auditable ESG metrics with our key suppliers
•
Our closed-loop forecast and delivery
process, enabling our supply partners to be
fully involved in the end-to-end delivery
•
Supplier performance and the monitoring
of service levels
The value we delivered
•
Maintained strategic relationships with
key partners
•
Successfully onboarded and ramped
aggressively with our new world-class
manufacturing partner during a turbulent
supply market
•
Revised our supplier onboarding criteria
to make certain that new suppliers have
the appropriate level of controls in place
to support our quality, ethical and
environmental requirements
•
Continuity of supply to our customers with no
major gaps in delivery, despite challenging
global supply chain issues
•
Flexed our number of suppliers to remain
appropriate to market conditions
•
Reduced risk in supply chain by
ensuring availability of alternative sources
where appropriate
Our priorities for 2023
•
Maintain frequent and frank relationships
with all our partners
•
Continue focus on sustainability to help drive
supplier selection on any new design
•
Carry out lifecycle assessments of the
materials and products we buy and install
•
Continue to ensure that partners meet our
ethical and environmental expectations
•
Optimise our processes to support our rapidly
growing business
•
Extend formal supplier audits to a larger
number of suppliers
•
Increase our presence in cross-industry ESG
forums to ensure that Pod Point remains at
the forefront of ESG methodology and thinking
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
09
£
23.9
m
Total commercial revenue
Business model
continued
£
16.6
m
Total gross margin
£
41.4
m
Total home revenue
People
We strive to create a diverse working
environment where our people fulfil their
potential, feel valued at all times and
embody the Pod Point culture and values.
For more details, please see pages 54 to 60
and 85.
Society
Since 2009, our vision has been to enable
travel that doesn't damage the earth,
by helping people switch from internal
combustion engine (ICE) cars to EVs and
by looking at our own impact on the
environment. We’ve already played an
important role in developing the UK’s EV
charging infrastructure – and now we’re
poised to do even more.
Shareholders
We aim to deliver shareholder value over the
long term, and engage regularly with our
shareholders. This not only ensures that
investors understand our strategy, objectives
and progress, but also enables our Board to
access the wealth of experience and expertise
that our major shareholders can provide.
For more details, please see page 85.
How we engaged
•
Held our first all-employee Residential
get-together with almost 80% attendance
•
Town hall and “ask me anything” meetings
chaired by our CEO with Q&A sessions
•
Regular Academy sessions, with internal
and external speakers providing insight
and discussion on a wide range of subjects
•
Through our Diversity Taskforce
•
Feedback from pulse surveys
•
Attendance of Board members at face-to-
face and virtual events
What we discussed
•
Our Residential focused on the three
key themes of environment, diversity
and wellbeing
•
Cost of living crisis and its impact
on our people
•
Business strategy and performance
•
Attracting and engaging more diverse
Pod Pointers
•
Our approach to ESG and our
sustainability strategy
What we discussed
•
The need for acceleration of the UK
charging infrastructure
•
Debunking the myths about EVs
•
Range anxiety and how we use our
cars in everyday life
•
Our network and app
•
Reducing Pod Point’s impact on
the environment
How we engaged
•
Continued to work with various forums to
support the industry in developing charging
infrastructure within the UK
•
Continued to increase and improve the EV
charging infrastructure in the UK, enabling
the decarbonisation of transport
•
Engaged Normative, a third-party carbon
accounting engine, to ensure we have more
accurate carbon accounting
•
Compliance with Smartcharge Regulations
•
Presence in the media and on social media
How we engaged
•
Through our virtual AGM
•
Through investor roadshows following our
preliminary and interim results
announcements
•
Meetings with current and potential investors
•
Dialogue with our major shareholder, EDF
•
Consultation with our largest shareholders
What we discussed
•
Our financial results and performance,
providing opportunities for our
shareholders to ask questions to better
understand our business
•
Global supply chain challenges and their
effect on Pod Point
•
Inflationary pressures
•
Sustainability
•
Our Remuneration Policy
Strategic Report
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Financials
10
Pod Point
Annual Report and Accounts 2022
The value we delivered
•
Continued remote working practices in
response to feedback from our people
•
Engaged regularly with our teams to promote
the Pod Point culture and values
•
Established a Diversity Taskforce
•
Initiated a cross-company workplace comfort
programme
•
Expanded our Mental Health First Aid Team
to 22 from 11
Our priorities for 2023
•
Continue our proven recruitment strategy
to expand the Pod Point team
•
Continue to adapt working practices to reflect
how and where our people want to work
•
Continue to engage with our people, ensuring
that they all embody the Pod Point culture
and their role within it
•
Continue the development of our Board
engagement with the workforce
The value we delivered
•
Installed 68,965 chargers in the UK
•
Enabled 2.3 billion kilometres of low carbon
travel to be powered by our chargepoints
•
Delivered over 367 GWh of charging, saving
the equivalent of more than 278k tonnes
in CO
2
e
•
Increased our fleet to 81% REX or BEV
•
Enabled 38 employees to drive electric cars
The value we delivered
•
Undertook regular engagement with our
majority shareholder, EDF
•
Communicated our business case and
strategy to investors
•
Engaged on our Remuneration Policy,
resulting in 99% shareholder support
•
Published our first Annual Report since IPO
Our priorities for 2023
•
Accelerate the decarbonisation of transport
and grid through our products and services
•
Continue to consider sustainability in our
day-to-day decisions and create new
processes, policies and tools to make
this easier
•
Continue to improve how we measure our
impact and set improvement targets
•
Continue to work with our suppliers to
understand and report their emissions data
and the impact their manufacturing
processes have on the planet
Our priorities for 2023
•
Work with our brokers to increase interest
in Pod Point
•
Increase public and investor awareness
of the Pod Point brand
•
Increased education of the public on the costs
and benefits of EVs and debunking
the EV myths
•
Continue to work closely with our majority
shareholder, EDF
•
Increase engagement in our investor
roadshows
Business model
continued
Strategic Report
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Pod Point
Annual Report and Accounts 2022
11
Chief Executive Officer’s statement
Bumps slow the
journey – but the
momentum is
unstoppable
This was an exciting 12 months for
Pod Point, as we completed our first
full year as a listed company. We made
excellent progress against enabling
travel that doesn’t damage the earth,
despite the negative impact of a number
of macroeconomic and geopolitical
events beyond our control.
Erik Fairbairn
Chief Executive Officer and Founder
Strategic Report
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12
Pod Point
Annual Report and Accounts 2022
Chief Executive Officer’s statement
continued
During the year, we installed 68,965 new
chargepoints, up 4.5% on 2021, and provided 367
GWh of electricity – enough to power 2.3 billion
kilometres of low carbon travel. For context,
that’s the equivalent to driving to the moon and
back over 3,000 times. The energy we supplied
avoided 278k tonnes of CO
2
which would
otherwise have been pumped into the
atmosphere by petrol or diesel vehicles.
A positive performance…
This was another encouraging year in our history.
Revenue grew by 16% during the period to
£71.4 million, although our increased spend to
support our future growth led to an adjusted
EBITDA loss of £7.0 million. We achieved good
growth across the EV charging ecosystem –
home, workplace, destination and en-route. We
continued to lead the market in the home sector,
increasing our installed base by nearly 54,000
on the back of our extensive key OEM customer
base, which was further strengthened by the
addition of BMW in June. We also supplied or
installed close to 15,000 chargepoints in our
commercial route to market and added 275
owned chargepoints in other locations. Our Chief
Financial Officer provides full details of our
performance in his statement on page 17.
We’ll continue to use the
proceeds from our IPO
to support our growth
plans, including
further developing
our products to suit
more routes
to market.
Strategic Report
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Pod Point
Annual Report and Accounts 2022
13
Customer satisfaction is one of our most
important metrics, and I’m delighted to report
that thousands of customers again indicated
that we’re doing a lot of things very well indeed.
At the end of the year, our rating on Reviews.io
was 4.7 – based on over 36,000 reviews, while
91% would recommend us. On Trustpilot, where
we’re rated as ‘Excellent’, over 11,000 reviews
combine to give us a rating of 4.3.
…despite unexpected potholes
2022 was not only a year of progress and
performance, it was also a time when the
business world was reminded that growth is
rarely a smooth journey. While the first quarter
was our most successful ever, as the ending of
the Government’s OZEV grant on 31st March
prompted many drivers to make the switch
sooner rather than later – growth slowed in
the second half.
This was due predominantly to events beyond
our control, with the war in Ukraine and ongoing
Covid lockdowns in China impacting the
production and supply of new EVs and therefore
demand for new Pod Point chargepoints. A
global shortage of semiconductors, which are
essential components of all modern vehicles,
is the root cause of the problem.
It's a fact that the growth of the EV market has
slowed over the last 12 months, driven by
external factors. But the endgame remains the
same. In the UK, vehicles powered by fossil fuels
face a hard stop because the Government has
banned new petrol and diesel cars from 2030,
with new hybrids being phased out by 2035.
Our view has always been that the UK is going
to need approximately one chargepoint per
vehicle, or around 30 million chargepoints.
That’s a big ask – but it is doable, and Pod Point
will play a key role in making it happen. We
again made a major contribution to the delivery
of a viable, efficient UK charging network
during 2022 – and this will continue in the years
to 2030 and beyond, supported by Government
initiatives. These include the Local Electric
Vehicle Infrastructure fund which aims to
provide £450 million to local authorities in
funding to support the installation of EV
chargepoints, and the £950 million Rapid
Charging Fund which is due to begin trials.
From a chargepoint perspective, we avoided the
worst of the supply chain issues. Our Technical
Team engineered around some of the
component challenges, redesigning aspects of
our products to match availability. While this
strategy allowed us to maintain reasonable
revenue growth, it did materially increase our
costs and hence impact our gross margin.
We also strengthened our resilience to the
peaks and troughs of market demand during
the year by contracting a second
manufacturing partner, Celestica, which has the
flexibility to scale and adjust production levels at
speed. We took delivery of the first chargepoints
from the Celestica facility in Romania towards
the end of the first half of the year.
The speed may vary but the ETA
is unchanged
While there are signs that the semiconductor
shortage is now easing, UK delivery dates for
EVs are likely to continue to lengthen in the near
term. Although this is frustrating for aspiring
EV owners, for our Company it confirms the
unequivocable public support for a future
beyond internal combustion and demonstrates
that the momentum of the EV revolution is
truly unstoppable.
Total annual revenue
£
71.4
m
Annual revenue growth
16
%
Chief Executive Officer’s statement
continued
Strategic Report
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14
Pod Point
Annual Report and Accounts 2022
Our awesome team drives us
forwards
I’m very proud of what the Pod Point team
achieved during the year. They worked tirelessly
and with good humour to deliver our strategy,
despite the challenges. I’d like to thank all our
Pod Pointers for their support with a special
mention to David Surtees who, as Chief Financial
Officer, played an important role in helping to
take Pod Point from an ambitious start-up to a
fully-fledged listed company. I wish David all the
best in his retirement, and look forward to
working closely with his successor David Wolffe,
who joined the team at the end of 2022. David’s
appointment has already brought new energy
and focus to Pod Point – and his experience will
be a vital component during the next stage of
our growth.
To support our growth ambitions, we welcomed
219 new people onto the team in 2022, lifting our
total headcount to 536. Building up our technical
capability was one of the year’s key targets and
79 of those new hires joined the Technical Team
where they’ll develop our future technologies
and products. We have a strong roadmap of
innovation in place for 2023, and I’m looking
forward to making a number of key
announcements over the next 12 months. While
I don’t want to mention any specifics at this
stage, I can promise that our innovations will
support our drive to make EV charging as
convenient as possible, to minimise the cost of
EV charging, and to reduce the carbon intensity
of EV charging.
Maintaining the unique culture that has
characterised Pod Point since our early days
is a continual challenge as our numbers grow.
So this year we held our first full Company
Residential, with the whole team invited to
London for two days, which helped newcomers
embrace our culture while reminding older
hands of what it is that makes Pod Point such
a special place to work.
The Residential also focused on diversity and
wellbeing – two areas that are very important
to us. Our Diversity Taskforce is ensuring that
we attract and engage a more diverse set of
Pod Pointers as we grow. Over the last year,
we continued to promote greater awareness
of our differences, including celebrating Black
History Month and Pride.
Building out our ESG framework
In my statement last year, I made it clear that
one of the Board’s priorities for 2022 was to
establish governance structures around ESG
and climate-related risk oversight.
I’m pleased to report that we’ve made good
progress on understanding and reporting our
sustainability impact. Pod Point is an unusual
business because everything we do is totally
focused on mitigating the impact of climate
change. Most of our sustainability benefit comes
from people using what we create – by using
our charging network, people avoid the use of
internal combustion engine cars. In addition to
the now standard Scope reporting, we’re
working on tracking the average carbon
intensity of each kWh provided on our network,
and to completing lifecycle assessments of all
our products. I expect us to make material
progress on both of these initiatives during 2023.
Chief Executive Officer’s statement
continued
536
permanent
employees
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
15
Shaping our business, evolving
our strategy
There was a positive side to the slightly reduced
rate of growth we experienced during the year
– it gave us a valuable opportunity to stand
back, take a breath and carefully re-evaluate
our systems, processes and strategy in order to
make sure that we can seize our opportunities
with both hands.
In addition to spending significant time and
resources on our internal systems and
processes – including establishing our first
Sustainability Team, reflecting the huge
importance we place on ESG at Pod Point –
we’ve also begun work to refine our structure
and strategy. The following three initiatives will
continue to be developed through 2023.
Firstly, we’re moving to a matrix structure, with
four business units reflecting our four customer
types: B2C, B2B2C, B2B and Grid. We believe this
new structure, which will become the basis for
how we report to the market in our 2023 Annual
Report, will better position the business for the
scaling opportunity we see ahead.
Secondly, we’re modifying our owned asset
strategy. In the past, we’ve outlined a specific
objective around owned assets. We’re now
concentrating on a strategy where we retain
our focus on AC charging, and only consider
owned assets where they’re part of a mixed
charging requirement, or have specific strategic
value to us. This slight change will also result
in us maintaining higher cash levels on our
balance sheet, which we believe is sensible
given the current uncertainty in the
macroeconomic environment.
Finally, we’re putting more resource into our grid
load management strategy. We’ve always
believed that there’s significant opportunity to
use our network of chargepoints as a demand
side management resource – and that we’ll be
able to sell that capability into the National Grid
as well as the distribution network operators.
We expect to make significant progress towards
proving this concept over 2023.
Looking ahead
Our team can be proud of the way in which we
rose to the daunting challenge of the supply
chain crisis. While I’m hopeful that the worst is
now behind us, I do still expect some supply
chain challenges to remain through 2023. We’re
likely to see electric vehicles arriving in the UK in
lower numbers than experts forecast 12 months
ago. However, the industry is still on track to
meet the UK’s 2030 internal combustion engine
ban – and we expect this to lead to even faster
rates of growth for both electric vehicles and
their associated charging systems.
In last year’s CEO statement, I was resolutely
upbeat about Pod Point’s prospects and remain
so today. We will continue to invest in our
people, strategy and the market – and I’m
confident that the year ahead will see us
making further significant progress towards
enabling travel which doesn’t damage the earth.
Erik Fairbairn
Chief Executive Officer & Founder
Timeline
Chief Executive Officer’s statement
continued
2009
Erik founded Pod Point
Sold our first chargepoints
2010
Signed our first
OEM partnership
2017
100 employees
2020
Acquired by EDF
200 employees
2021
Listed on London
Stock Exchange
Over 400 employees
2022
Over 500 employees
Strategic Report
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Financials
16
Pod Point
Annual Report and Accounts 2022
Chief Financial Officer’s statement
It has been a year of
steady progress through
choppier waters.
Our overall growth
destination remains
unchanged, but in
2022 we moved into a
phase of unusual global
and macroeconomic
challenges.
David Wolffe
Chief Financial Officer
Strategic Report
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Financials
Pod Point
Annual Report and Accounts 2022
17
Income statement
The year saw a steady performance by the
business, with total revenue of £71.4 million
(2021: £61.4 million), a year-on-year increase
of 16%. The biggest growth came from our
commercial business segment, and we also
experienced very high growth in recurring
revenue and owned assets.
Despite additional supply chain costs, this
increase in revenues helped to deliver a small
increase in total gross profit in 2022 of £16.6
million (2021: £16.3 million) – a year-on-year
increase of 2%.
Driven by the additional costs of sourcing
components in the spot market earlier in the
year, total percentage gross margin in 2022
decreased to 23% (2021: 27%) – a year-on-year
reduction of 4%. We believe that there will be
less need to carry out spot component sourcing
in 2023.
The increase in revenues and gross profit was
combined with increased overhead spend to
invest in driving future growth, focussed on
sales and marketing, customer service and
team development. This moved the business to
an adjusted EBITDA loss of £7.0 million in 2022
(2021: positive £0.1 million).
After further investment of £9.9 million in
software and product development and
controlled investment in owned assets, 2022
year end cash and short-term investments
were £74.1 million compared to £96.1 million
at the end of 2021.
23
%
Gross profit margin
Chief Financial Officer’s statement
continued
Summary income statement
Year ended
31st December
2022
£'m
Year ended
31st December
2021
£'m
Year-on-
year change
Total revenue
71.4
61.4
16%
Gross profit
16.6
16.3
2%
Gross margin
23%
27%
-4%
Adjusted EBITDA
(7.0)
0.1
(7.1)
EBITDA
(12.3)
(8.1)
(4.2)
Loss before tax
(19.9)
(14.3)
(5.6)
Closing cash and short-term investments
74.1
96.1
(22.0)
Unadjusted losses after tax increased to £20.2
million in 2022 (2021: £14.3 million). EBITDA losses
increased in 2022 to £12.3 million (2021: losses of
£8.1 million). There were increased depreciation
and amortisation costs of £7.7 million (2021: £4.9
million), while net financing income was £91k
(2021: net finance costs of £1.3 million).
Within the Annual Report, adjusted EBITDA is
defined as earnings before interest, tax,
depreciation, amortisation and also excluding
both amounts charged to the income statement
in respect of the Group’s share-based payments
arrangements and adjusting for large corporate
transaction and restructuring costs. These have
been separately identified by the Directors and
adjusted to provide an underlying measure of
financial performance. The reconciliation is set
out on the income statement and note 9
provides a summary of the amounts arising
from the large corporate transactions and
restructuring costs.
The Group’s revenue is generally derived from
sales of its goods and services and is classified
under one of the following: (i) Home, (ii)
Commercial, (iii) Recurring, and (iv) Owned
Assets. The Group generates its revenues
from the installation and operation of EV
chargepoints in the UK. Revenue is typically
recognised on completion of an installation,
in stages for larger installations or upon
delivery of a chargepoint where a customer
does not require installation services.
Strategic Report
Governance
Financials
18
Pod Point
Annual Report and Accounts 2022
Business segment review
The following table sets out the revenue for each of our business segments for the years ending
31st December 2022 and 2021, including as a percentage of total revenue:
Chief Financial Officer’s statement
continued
Below, we review each of our business
segments, including revenue drivers and
gross margin:
Home business segment
•
Despite significant disruptions by the global
supply chain crisis and the ending of OZEV
grants, we further increased revenue after
a year of 98% growth in 2021. Revenue of
£41.4 million was 3% up compared to of
£40.3 million in full year 2021
•
New PiV registrations increased 21% to
368,616 in 2022 from 305,277 in 2021,
a significant reduction on the 74% growth
of 2021. This reflects the restricted flow
of new EVs, especially in the second half
of 2022. The number of Pod Point home
chargepoints installed fell slightly to 53,961
versus 54,977 in the full year of 2021
•
The increased revenues helped to increase
total gross margin in 2022 to £5.2 million,
compared to £3.7 million in 2021 – an increase
of 39%
•
Percentage gross margin increased from
20% in 2021 to 22% in 2022, due to a shift in
the mix of installations toward higher margin
direct sale chargepoints, and the elimination
of losses in Norway
•
We won or renewed several key customer
contracts during the year, including JCB
and B&Q
Recurring revenue business segment
•
We delivered excellent growth in our recurring
revenue segment, with revenue of £1.9 million
compared to £0.9 million in 2021, an increase
of 107%. Network revenues increased to £1.0
million compared to £0.8 million in 2021
•
This increase in revenues helped to increase
gross margin in 2022 to £1.1 million, compared
to £0.4 million in 2021 – an increase of 166%
•
In addition, percentage gross margin in 2022
increased to 58% compared to 45% in 2021,
an increase of 13%, with the average annual
recurring revenue per commercial
chargepoint installed and able to communicate
increasing to £89, compared to £57 in 2021
•
The number of commercial chargepoints
installed and able to communicate at the
year end increased to 21,342 from 16,005
at the end of 2021. All recurring revenues
in both 2022 and 2021 were derived from
these chargepoints
•
The number of home chargepoints installed
and able to communicate at the year end
increased to 173,754 from 121,415 at the end
of 2021. This growth is strategically significant
as we seek to expand our recurring revenue
products across these chargepoints
•
Our headline market penetration of new
PiV registrations therefore decreased to 15%
from 18% in the full year 2021. There are a
range of factors that we believe contributed
to this including:
•
Conclusion of OZEV grant led to customers
pulling forward home chargepoint
purchases, inflating penetration in 2021
•
Increased consumer cost of home
chargepoints (from c£550 to c£900) as a
result of the end of the OZEV grant may
have reduced the average ratio of home
chargepoints to plug-in vehicles
•
Extended vehicle lead times could have
reduced the effectiveness of our referral
agreements with OEMs as customers may
have delayed ordering their home
chargepoints until closer to the expected
delivery date of their vehicle
•
High demand and reduced vehicle
availability may have limited the number
of bundled home chargepoints incentives
offered by car companies
We have a suite of plans in place for the year
ahead which we expect to address this situation,
including work on a new Solo chargepoint,
various smart charging updates to our app,
improvements to our ordering system and
additional marketing activity.
With the volatility we have seen in the
automotive market over the year, we suspect
that this metric based on SMMT registrations
has become a less reliable indicator of our
progress. That said, we expect this metric to
be modestly lower for full year 2023, with an
improving trajectory across the year. We further
note that the market remains volatile and is
likely not currently in a steady state, so this
could develop further.
•
Percentage gross margin in 2022 decreased
to 20% compared to 28% in 2021, a significant
cause of which was the £2.2 million additional
brokerage costs of securing components via
the spot market in the early phases of the
supply chain crisis in order to ensure product
stock. This was partially offset by an increase
in average revenue per chargepoint to £767
from £733 in 2021
•
The lower revenue growth and reduced
percentage gross margin drove total gross
margin lower in 2022, falling to £8.1 million
compared to £11.3 million in 2021
•
We won or renewed a number of key
customer contracts during the year including
BMW, Mini, and Zenith, and now have over 65
operational fleet accounts with businesses
including Coca-Cola, DHL and Royal Mail
Commercial business segment
•
We delivered a strong performance, with
revenue of £23.9 million compared to £18.0
million in 2021 – an increase of 31%
•
Number of chargepoints installed increased
to 3,867 from 3,838 in 2021 and the number
of chargepoints sold directly to customers
increased to 10,862, compared to 7,187 in 2021.
This represents a direct sale increase of 51%
Year ended
31st December
2022
£'m
Year ended
31st December
2022
%
Year ended
31st December
2021
£’m
Year ended
31st December
2021
%
Home
41.4
58%
40.3
66%
Commercial
23.9
33%
18.2
30%
Recurring
1.9
3%
0.9
1%
Owned Asset
4.2
6%
2.0
3%
Total
71.4
100%
61.4
100%
Business segments revenue
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
19
Owned asset business segment
•
We delivered a strong performance with
revenue of £4.2 million compared to
£2.0 million in 2021 – an increase of 108%
•
The total number of sites installed at the
period end increased to 570 from 453 at the
end of 2021. The total number of chargepoints
installed at the period end increased to 1,259
from 984 at the end of 2021, including 117 DC
rapid chargepoints at the end of 2022
compared to 73 at the end of 2021
•
This increase in revenues and chargepoints
helped to increase gross margin in 2022 to
£2.2 million compared to £0.9 million in 2021
– an increase of 158%
•
Percentage gross margin in 2022 increased to
53% compared to 43% in 2021 – an increase of
10%. A contractual period through 2021 of the
provision of free electricity by Pod Point
stopped at 179 sites in February 2022 and at all
198 sites by the end of July 2022, significantly
reducing costs in 2022
•
Gross capital deployed on assets increased to
£6.3 million at the end of 2022, compared to
£3.9 million at the end of 2021
Cost of sales
Cost of sales principally comprises the cost of
chargepoints and related parts installed, other
installation costs such as trench digging,
electrical cable running and parking bay
markings and the cost of labour which includes
both in-house staff and third-party contractors.
Where an installation is incomplete at a period
end, we conduct an assessment according to
our accounting policies and IFRS as to whether
an element of the installation revenue and
related cost of sales can be recognised. If no
element of an installation can be recognised,
the chargepoint, related parts and labour
incurred on the installation to the period end will
be treated as work in progress and recognised
on completion of the installation in accordance
with our accounting policies and IFRS. Where we
own and operate a chargepoint and charge
customers to charge their vehicles, the costs of
the related electricity and credit card/banking
transaction fees are included in cost of sales.
Cost of sales increased by £9.7 million (22%)
from £45.1 million in 2021 to £54.8 million in 2022.
This increase was primarily due to the increased
volume of commercial installations and
chargepoints shipped, contributing to increased
chargepoint volumes acquired from our
suppliers and additional install costs incurred for
both our in-house installers and external
installation service providers. In addition, parts
brokerage costs incurred in buying component
from the spot market to avoid supply chain
risks, particularly in the earlier part of 2022,
increased costs by £2.3 million.
Gross profit
The increase in revenues helped to increase
total gross margin in 2022 to £16.6 million
compared to £16.3 million in 2021 – an increase
of 2%. In addition, our total percentage gross
margin in 2022 decreased to 23% compared
to 27% in 2021 – a decrease of 4%.
Administrative expenses
Total administrative expenses as disclosed on
the Income Statement increased to £38.1 million
(2021: £29.4 million), a year-on-year increase
of 30%. This increase was due to the growth in
the size of the business and the additional staff
required to deliver this growth, the full year of
cost of being a listed company and additional
depreciation and amortisation costs as a result
of additional funds being invested in owned
assets and intangible asset development.
The business continues to increase its support
costs to maintain growth, to fund its requirements
as a listed business and to pay significant
one-off costs in both periods. Looking at
these individually:
•
Administrative expenses excluding one-
off large corporate transaction and
restructuring costs, share-based payments
and depreciation and amortisation costs
increased to £25.0 million (2021: £16.3 million)
– a year-on-year increase of 54%. This
increase was due to the growth in the size of
the business and the additional staff required
to deliver this growth and the ongoing costs
of being a listed company
•
Depreciation and amortisation costs
increased in 2022 to £7.7 million (2021: £4.9
million) as a result of additional funds being
invested in owned assets as well as research
and development
•
Following the listing in November 2021, Pod
Point incurred share-based payment charges
relating to a number of share awards that
were implemented at or soon after listing,
resulting in a 2022 charge to the P&L of
£4.5 million (2021: £2.4 million) and national
insurance accrued on share based payment
charges of £0.6 million (2021: £0.3 million)
•
In 2022, £0.1 million of one-off large corporate
transaction and restructuring costs were
incurred (2021: £5.7 million). 2021 costs related
mainly to the listing in November 2021
EBITDA and adjusted EBITDA
The reduced gross margin and increased
administrative costs moved the business from
a positive adjusted EBITDA of £0.1 million in 2021,
to a loss in 2022 of £7.0 million. EBITDA losses
increased from £8.1 million in 2021 to £12.3 million
in 2022 – an increase in losses of £4.2 million.
Finance costs
Net finance income increased to £0.1 million in
2022 (2021: net finance costs of £1.2 million), as
a result of shareholder loans repaid upon listing
in November 2021 and therefore finance costs
in 2022 are limited.
20
%
Home gross profit margin
3
%
Home annual revenue growth
£
23.9
m
Total commercial revenue
31
%
Commercial annual revenue growth
22
%
Commercial gross profit margin
107
%
Recurring revenue growth
Chief Financial Officer’s statement
continued
Strategic Report
Governance
Financials
20
Pod Point
Annual Report and Accounts 2022
Taxation
There were no tax credits or charges in 2021,
but a small tax charge arises in 2022 of
£2.9 million. In addition, it is worth noting that
R&D tax credits have been recognised in
2022 as expenditure credit in Other income
of £1.5 million.
Loss after tax
Unadjusted losses after tax increased to
£20.2 million in 2022 compared to £14.3 million
in 2021. This was due to the additional costs set
out under ‘Administrative expenses’.
Earnings per share
Basic and diluted earnings per share stayed the
same with no change from a negative £0.13 in
2021 to negative £0.13 in 2022.
Dividend
We aim to prioritise the reinvestment of our
cash flows into the considerable opportunities
that exist for the growth of the business. With
respect to dividends, the Directors see these as
an important part of the capital allocation
policy at the appropriate time in the future, and
once commenced the Directors would anticipate
operating a progressive dividend policy.
Capital expenditure
During the period under review, we increased
capital investment in tangible assets (owned
chargepoints and fixtures and fittings) and
intangible assets (software and hardware
development) as our product and service
offering and customer base have grown. We
continued to capitalise expenditure on additions
and improvements to our hardware and
software as new functionality and services were
developed. Total expenditure relating to internal
staff costs of £6.7 million was capitalised in 2022
compared to £2.9 million in 2021. In addition,
we invested £1.9 million (2021: £2.3 million) in
owned chargepoints as part of a commercial
arrangement with Tesco. After total investment
of £9.9 million in software and product
development and controlled investment
in owned assets, 2022 year end cash and
short-term investments were £74.1 million
compared to £96.1 million at the end of 2021.
Cash flow and net debt
Following the IPO in November 2021, growth
again continued in 2022 but at a slower rate,
and we managed cash carefully, particularly in
the area of owned assets and working capital.
Closing cash and short-term investments
were £74.1 million (2021: £96.1 million). At 31st
December 2021, £50.0 million of cash had been
placed on a six-month bank deposit and was
classified as a short-term investment. At 31st
December 2022, there were no short-term
investments. Closing net assets were £184.2
million (2021: £199.8 million).
Cash outflow from operating activities
increased by £6.8 million to £9.0 million (2021:
£2.2 million). This was primarily due to a larger
operating loss, as well as a reduction in the
inflow of working capital from creditors due
to lower growth in the year.
Cash flow from investing activities changed from
a significant outflow to an inflow of £38.2 million
(2021: outflow of £57.2 million). This swing is
primarily the result of a £50.0 million investment
in bank deposits in 2021 that was redeemed
in 2022. Aside from this, the business invested
£9.9 million in capitalised software development
to drive future recurring revenues. In 2021,
£50.0 million of the investing activity related
to the purchase of short-term investments,
which are long-term bank deposits classified
as investments due to their tenor. No short-term
investments existed in 2022.
Cash flow from financing activities moved from
an inflow in 2021 to an outflow of £1.2 million
(2021: inflow of £102.6 million). The 2022 outflows
on lease liabilities and loan repayment contrast
with the 2021 listing of the business with gross
funds raised of £120.0 million less transaction
costs of £7.7 million and with net shareholder
loans of £9.3 million repaid following the listing
in 2021.
Balance sheet
Management of the balance sheet remained
strong. Working capital movements, despite
continued business growth, were limited across
trade and other receivables, inventory and trade
and other payables. Fixed assets grew as we
continued to build the software platforms that
will drive future growth.
Related party transactions
During 2022, transactions with related
parties included sale of goods of £3.4 million
(2021: £3.1 million), purchase of goods of
£3.9 million (2021: £8.5 million), and interest
on intercompany loans of £nil (2021: £1.0
million). These transactions were undertaken
with the two shareholders EDF Energy
Customers Limited and Legal & General Capital
Investments Limited and their subsidiaries.
Going concern
The Board has considered the forecast for the
next 12 months including factoring in the risks
set out on pages 68 to 73. Following this review,
the financial statements have been prepared
on the going concern basis. While we are not
yet cash generative, since the IPO in November
2021 we have managed cash carefully and had
£74.1 million of cash still on the balance sheet
at the end of December 2022. The Directors
believe the Group has a robust business model,
supported by the expected growth in trading
as the UK transitions in line with the requirement
£
74.1
m
Closing cash
and
short term investments
Chief Financial Officer’s statement
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
21
that there should be no new petrol or diesel cars
from 2030 (with hybrids being phased out from
2035). This assessment also includes downside
stress testing in line with FRC guidance which
demonstrates that even in extreme downside
scenarios, given the level of cash held following
the listing and the deployment of this cash
investing in owned assets being within our
own control, we would continue to meet our
obligations as they fall due, without the need
for material mitigating actions.
Subsequent events
There have been no reportable events since
the balance sheet date.
Prospects and outlook
We continue to see rapid growth in the UK
electric vehicle market, with 26,403 new plug-in
vehicle registrations in January 2023 – 12% up
on January 2022 and representing 20% of all
vehicles registered. We expect the mix of
vehicles to continue to shift to battery electric
vehicles as they increase their share of plug-in
vehicles. This primarily comes on the back of
more choice for consumers, with more new
battery electric models expected to be launched
in 2023 at more accessible price points. Battery
electric vehicles still only constitute 1.5% of total
vehicles on the road, so the growth potential for
the business remains significant.
While the current price increases in electricity
are an obvious concern for consumers and
businesses, we do not expect them to materially
impact sales of electric vehicles. Rather, the
ongoing running costs of electric vehicles will in
almost all cases continue to be significantly
cheaper than vehicles reliant on internal
combustion engines.
We expect the Government to continue with
reduced direct fiscal incentives and to focus
on indirect actions, such as the changes to
planning regulations that require developers to
include chargepoints in new properties. We see
this as the right strategy and a developing
opportunity for Pod Point.
We anticipate continued volatility in
macroeconomic conditions, high-but-easing
inflation, an ongoing war in Ukraine, energy
price volatility and cost-of-living pressures.
We expect global supply chain challenges
to continue but to ease through 2023 with an
ongoing impact on the supply of new vehicles,
as seen by currently extended vehicle lead times.
Given the significant future opportunity we
see in the coming years, we plan to continue
investing in our business broadly in line with
our IPO strategy:
•
Firstly, we will continue to invest in our
systems and processes to ensure that we
are ready to serve the scale of opportunity
we see ahead of us
•
Secondly, we will continue to improve and
expand our product offering to serve more
routes to market. At present, we are actively
developing our offerings for fleets and
housing developers. We will deliver innovation
that improves our product proposition in
terms of convenience, cost reduction and
carbon reduction. It is important that the
EV revolution doesn’t leave anybody behind
– and we will be investing in our products to
meet the needs of these customers
•
Thirdly, we will continue to invest in our
software capability to realise a number of
recurring revenue business models. Our
chargepoints are already smart, so we will be
building software on top of our network to
enable our chargepoints to work in harmony
with the grid at both a local and national level.
With so many consumers moving to a
reliance on electricity for their driving, as well
as potentially for heating, we are going to see
a significant increase in the demand for
electricity across the UK. Amongst other
activities, we are building our network of
chargepoints and associated technology to
carefully manage how energy flows into the
nation’s electric cars and hence provide
commercial balancing services into the
National Grid and/or distribution network
operators. We expect to do this in a way
which doesn't materially inconvenience the
EV driver. During the year, we have built our
Technical Team to enable this, and have
made various improvements to our systems
in preparation for using our network for the
purpose of grid load management
•
Finally, we will make targeted investments in
owned assets, although at a lower level than
we communicated at IPO. We will focus on
multimodal charging opportunities at
locations that will benefit from our capability
across multiple charge rates. These
chargepoints will be a mix of AC chargepoints
for those locations with longer dwell times
and DC chargepoints capable of rapid
charging so that drivers can quickly get on
their way. Given the increase in interest rates,
general move towards higher ground rents
and a more challenging macroeconomic
climate, a reduced rate of owned asset
investment will also allow us to retain a higher
cash level on our balance sheet
We remain confident that our strategy will allow
us to maximise the opportunities presented to
us by the ongoing growth in electric vehicles.
David Wolffe
Chief Financial Officer
12
%
YoY increase in PiV registrations in
January 2023
22.5
m
Annual charging sessions
across Pod Point network
2 hours &
26 minutes
is the time Wayne Gerdes spent charging his
Porsche Taycan
while crossing the US from
coast to coast – covering 2,835 miles,
charging 18 times and spending $76 on
charging
Chief Financial Officer’s statement
continued
Strategic Report
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Pod Point
Annual Report and Accounts 2022
22.8
%
18.5
%
Our marketplace
Market context
The UK remains a significant
European automotive market
While the UK vehicle market is facing some
economic headwinds, it remains one of the
largest in Europe, ranking third in terms of
total vehicle sales in 2022.
PiV sales as a % of total
new vehicle registrations:
Electrification continues to grow
Although the rate of growth in PiVs slowed
somewhat in 2022 compared to 2021,
overall it remained strong with new
registrations increasing by over 20%
compared to the previous year. Sales of
PiVs rose to 368,609 from 305,269 in 2021.
As with 2021, battery electric vehicle (BEV)
sales provided the majority of growth
(up 40.1%), with sales rising to 267,199 from
190,715 in 2021.
Heightened focus on the
importance of charging
infrastructure
As EV uptake has continued to grow, there
have been increasing calls, particularly
from the automotive industry – notably
via the Society of Motor Manufacturers
and Traders (SMMT) – for charging
infrastructure rollout to “keep pace” with
EV uptake. Lead times for new EV deliveries
indicate that the industry has been
constrained by vehicle supply rather than
by lack of charging infrastructure. However,
the additional scrutiny of the charging
sector and calls for greater infrastructure
provision does provide further impetus for
growth, particularly outside home charging.
2022 saw continued growth in
the EV market, although global
supply chain challenges meant
that the rate of growth,
particularly from April onwards,
was slower than in 2021.
2022
2021
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Market context
continued
Key growth drivers for EV sales
Shifting consumer preferences
According to the 2022 Climate Change
Committee Report to Parliament “Progress in
reducing emissions”, transport is the highest
emitting sector of the UK economy. It accounted
for 23% of total GHG emissions in 2021, with cars
being the biggest source of emissions.
As drivers become more environmentally aware,
so do the environmental advantages of EVs
become more pertinent. At the same time,
barriers to EV adoption are being overcome,
and the significantly better performance,
simplicity and all round convenience of EVs are
capturing the public imagination. All of these
factors are seeing demand for EVs grow.
A Deloitte Global Auto Consumer Study
1
found
that concerns over the cost/price premium
diminished in the UK (from 24% citing this as a
concern in 2018 to 16% in 2020) and the focus
shifted to concerns over lack of electric vehicle
charging infrastructure (from 22% citing this as
a concern in 2018 to 33% in 2020). We believe
both these trends remained relevant in 2022.
As EV sales increase, so too does the demand for
chargepoints – and we are seeing repeated calls
from industry to increase public provision as well
as consistent demand for home chargers.
Fleet electrification remains the
future of the automotive sector
While OEMs are producing more EVs, increasing
lead times for these products suggest that there
is some work ahead for many automotive OEMs
if they are to match demand with supply. The
challenges the automotive supply chain has
faced, including contributory factors such as the
post-pandemic supply chain crunch and the war
in Ukraine, are hopefully time-limited issues.
Ultimately, OEMs are left with only one
guaranteed growth opportunity in terms of
drive-train technology – and that's the EV. As
this becomes clearer, we expect that more
OEMs will commit to EV production and the
requisite investing in the supply chain. We are
already seeing the more forward-looking global
OEMs moving beyond merely sourcing cells to
investments in battery mineral supply. For
example, Ford is investing $50 billion into EVs
through 2026
2
in an effort to counter the
advantage gained by early movers such as
Tesla (the UK’s most popular supplier of EVs)
and Chinese competitors like BYD, MG and Nio.
These investments, combined with wider factors,
will yield large volumes of EVs and this will
guarantee a strong supply of EVs in years
to come.
Battery technology outlook
Together with incremental gains in energy
density and vehicle efficiency making EVs more
compelling, the economies of scale from mass
market production of EVs are set to make
batteries, and thus EVs, much more affordable.
According to the Bloomberg New Energy
Finance (BNEF) 2022 battery price survey
3
, the
cost to manufacture EV batteries increased in
2022 by 7% to $151 per kWh of battery pack, due
to a combination of supply chain challenges
and lithium mineral prices remaining high.
However, this increase is considered a short-
term dynamic. Advancements in battery
1. https://www2.deloitte.com/uk/en/insights/focus/future-of-mobility/electric-vehicle-trends-2030.html
2. https://media.ford.com/content/fordmedia/fna/us/en/news/2022/07/21/ford-battery-capacity-raw-materials-scale-
evs.html
3. https://about.bnef.com/blog/lithium-ion-battery-pack-prices-rise-for-first-time-to-an-average-of-151-kwh/
Five factors are driving growth in EV sales, and
therefore the demand for EV chargepoints:
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Pod Point
Annual Report and Accounts 2022
Market context
continued
300
k
public chargepoints
required by 2030
195,096
Pod Point chargepoints installed and
able to communicate at year end
Battery electric vehicle
(BEV) sales up
40
%
in 2022
technology, increase in production scale, and
competition among manufacturers are among
the key factors expected to continue driving
down the cost of EV batteries over time. $100
per kWh pricing (the point at which price parity
between ICE and EV manufacture is expected)
is now due in 2026, a 24-month delay on the
2021 BNEF projection. As a result, the overall
cost of owning and operating an electric vehicle
is expected to make EVs more accessible to a
wider range of consumers.
Greater awareness of the need
for charging infrastructure
As EV uptake grows, so too does demand for
charging infrastructure. While we see this
demand growing across our routes to market
– usually hitting home charging first – future
demand for public charging has started to
become increasingly high profile. To this end,
the UK Government announced in its March
2022 “Electric Vehicle Charging Infrastructure
Strategy” document that the UK will require
around 300,000 public chargepoints by 2030.
While there are uncertainties regarding the
accuracy of this number, there are significant
anxieties over whether it – or a number
approximate to it – will actually be achieved.
We’ve seen calls for action from the automotive
industry, EV manufacturers and environmental
organisations for the Government to take a
more proactive approach to building out the
charging network. The SMMT has, in turn,
called for the UK Government to invest in
more charging infrastructure, emphasising
the importance of a reliable and accessible
charging network in encouraging the
widespread adoption of EVs.
At Pod Point, we believe much of the anxiety
around charging infrastructure is misplaced,
with the industry currently constrained by
vehicle supply, and that there is often a lack of
understanding around what an effective
charging ecosystem will look like. But increasing
recognition of the importance of the role of
charging infrastructure provides a positive
market context.
Government regulation and support
The UK Government remains committed to its
net zero by 2050 plan, and while it has reduced
direct incentives in the form of the Plug-in Car
Grants and the Electric Vehicle Homecharge
Scheme, it has continued to implement
regulatory measures and initiatives aimed at
promoting the adoption of EVs. Critically, the
Government has also maintained the 2030/35
phase out dates for the last sales of new internal
combustion engine vehicles and hybrid vehicles,
respectively. Furthermore, in 2022 the European
Union and other governing bodies have
introduced similar ICE phase-out measures,
furthering the likelihood of the target being met
as OEMs will have to electrify vehicles across
their markets.
We have completed the (non-trivial) work to
comply with the Electric Vehicles (Smart Charge
Points) Regulations 2021, that seek to prepare
the UK’s chargepoints for the flexible grid of the
future, giving us an immediate advantage over
some competitors. Additionally, Part S of the
Building Regulations went live in June 2022,
compelling developers to fit chargepoints in
bays associated with dwellings and providing
significant new and sustained demand for
chargepoint provision.
The Local Electric Vehicle Infrastructure (LEVI)
fund has undergone a £10 million trial and is set
to provide £450 million to local authorities in
funding to support the installation of EV
chargepoints in areas where they are needed.
Furthermore, the £950 million Rapid Charging
Fund (RCF) is moving into trial phase as
pressure increases to improve this part of the
public network by supporting the deployment
of high-powered chargepoints, capable of
providing a full charge in just a few minutes.
Following its 2022 consultation, the UK
Government is also set to announce the terms of
the Zero Emission Vehicle (ZEV) Mandate which
will set minimum numbers of ZEVs that OEMs
must provide from 2024-2030 to ensure a
relatively smooth uptake. This should support
steadily growing demand for chargepoints in
due course. Preferential Company Car Tax
Benefit-in-Kind (BiK) rates will be held at just
2% out to 2025, growing by 1% a year to 2028,
maintaining a potent and successful incentive
to company car drivers.
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25
Our strategy
Ready for growth:
our build at scale strategy
Our business model remains the platform that enabled us to become
one of the UK’s leading providers of EV chargepoints. We continue to
expand operations and improve our operational delivery. Supported
by a strong balance sheet, in future years we’ll be reporting our
progress on four key strategic aims:
•
We will continue to invest in our
systems and processes to ensure
that we are ready to serve the
scale of opportunity we see
ahead of us
•
We will continue to improve and
expand our product offering to
serve more routes to market
•
We will continue to invest in our
software capability to realise
a number of recurring revenue
business models
•
We will make targeted investments
in owned assets, although at a
lower level than we communicated
at IPO
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Pod Point
Annual Report and Accounts 2022
Scale our existing products
and services
We’ll make material financial
investment in our systems and
processes to support a
number of existing revenue
streams and their ability
to scale for the huge
growth ahead.
This means significant activity in a number
of areas to deliver:
•
Strong focus on our internal systems and
efficiency ahead of rapid growth into 2030
•
Our new home charger is under development
•
Multiple product innovations around the
themes of
•
Convenience
•
Reduced cost
•
Reduced carbon
•
New home chargepoint ordering process
Our strategy
continued
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27
Expand within our
routes to market
At present, we're actively
developing our offerings for
fleets and housing developers.
We'll deliver innovation
that improves our product
proposition in terms of
convenience, cost reduction
and carbon reduction.
It's important that the EV
revolution doesn't leave
anybody behind – and we'll
be investing in our products
to meet the needs of
these customers.
We aim to increase the number of routes to
market we serve across the UK. As our markets
mature, the four main routes – home, workplace,
destination and en-route will expand into
multiple sub-routes to market.
We're launching fleet management charging
capabilities and already have active pilot
schemes with partners like the Forestry
Commission, Mitie and DPD.
A key pillar of our strategy is to further optimise
and invest in our installation capacity, supply
chain and logistics, as well as product
development, software and hardware solutions.
This will establish Pod Point as the clear first
mover in these new sub-routes to market.
For example, our home segment is currently
focused on domestic off-street charging at
locations where the homeowner has access to
private off-street parking. According to PwC 72%
of UK drivers have access to off-street parking
at home. Now we aim to expand our reach to
include private car parks associated with blocks
of flats (comprising approximately 7% of
homes), and on-street charging for areas with
no off-street parking, as well as other areas.
We’ll also look to work with local authorities
to install on-street chargepoints.
Our strategy
continued
“According to PwC,
72
%
*
of UK drivers have access to
off-street parking at home.”
*
Source: https://t.co/mBQRyAC4vl
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Pod Point
Annual Report and Accounts 2022
Our chargepoints are already
smart, so we'll be building
software to enable them
to work in harmony with
the grid at both a local and
national level.
Build recurring revenues
on our network
With so many consumers moving to a reliance
on electricity for their driving, as well as
potentially for heating, we're going to see a
significant increase in the demand for electricity
across the UK. Amongst other activities, we're
building our network of chargepoints and
associated technology to manage carefully how
energy flows into the nation’s electric cars. This
technology will enable us to provide commercial
balancing services into the National Grid and/or
for distribution network operators. We expect to
do this in a way which doesn't materially
inconvenience the EV driver.
During the year, we enhanced our Technical
Team to enable this, and have made various
improvements to our systems in preparation for
using our network for the purpose of grid load
management.
We’ll continue to make material financial
investment into our software to support a
number of recurring revenue streams. Areas
of focus include:
•
Dedicated Grid Team to progress our grid
load management plans and enable home
charge recurring revenue
•
Trial with BMW and National Parks on
in-app advertising
•
Continue building revenue per chargepoint
potential in commercial and home
Our strategy
continued
+107
%
Recurring revenue growth in 2022
At present, we charge network fees to our
commercial customers to keep their smart
chargers connected to our consumer-facing
information system (known as the Smart
Reporting System), and back-end management
information systems.
Our strategy is to carry on scaling the number
of smart chargepoints connected to our
systems, and then build additional and
incremental recurring revenue services.
We now have over 195,000 communicating
chargepoints, up 42% on 2021, and across that
growing network the recurring revenue potential
includes services such as:
•
Helping customers choose the best
electricity tariff for their home and EV
charging, and receiving revenue when
they move to new suppliers
•
Managing load by controlling the flow of
energy into EVs on a national and local level
and selling these services into electrical grid
balancing markets
•
Helping energy suppliers optimise their
wholesale costs by managing their demand
during half-hourly settlement periods
To support our expansion plans, we've increased
our full-time technology staff from 71 in 2021 to
150 in 2022, and we expect to increase our
capitalised software development, from around
£10 million in 2022 to close to £15 million in 2023.
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29
Our strategy
continued
Grow our funded
rollouts
While we're going to continue
investing in rapid charging and
owned assets, this will be
through targeted investments,
and at a lower level than we
communicated at IPO.
We'll focus on multimodal charging
opportunities at locations that will benefit from
our capability across multiple charge rates.
These chargepoints will be a mix of AC
chargepoints for those locations with longer
dwell times and DC chargepoints capable of
rapid charging so that drivers can quickly get
on their way.
Given the increase in interest rates, the general
move towards higher ground rents and a more
challenging macroeconomic climate – a
reduced rate of owned asset investment will
also allow us to retain a higher cash level on
our balance sheet.
Our new owned assets will include destination
and en-route facilities, in addition to
chargepoints for multi-tenancy residential
dwellings. In the longer term, we believe that a
third-party infrastructure funding market will
develop as investors become more familiar with
the charging infrastructure as an asset class.
So our approach will become more focused
than before in the following ways:
•
Funded DC no longer an outright objective
•
Use where it supports our AC charging
strategy or where we have a specific
competitive advantage
•
Maintain a higher cash balance
570
Tesco locations with
Pod Point chargepoints
across the UK
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Pod Point
Annual Report and Accounts 2022
pp = percentage points
k = £'000
Key performance indicators
We measure our performance and progress against a series of financial and operational KPIs:
KPI
Year-on-year
change
Home chargepoints installed
Year to
31.12.22
Year to
31.12.21
53,961
54,977
-2
%
Average revenue per home
chargepoint
Year to
31.12.22
Year to
31.12.21
767
733
+5
%
Commercial chargepoints installed
and shipped
Year to
31.12.22
Year to
31.12.21
14,729
11,025
+34
%
Commercial revenue (£'000)
Year to
31.12.22
Year to
31.12.21
23,894
18,192
+31
%
Commercial gross margin %
Year to
31.12.22
Year to
31.12.21
22%
20%
+2
ppts
Supply only commercial
chargepoints
Year to
31.12.22
Year to
31.12.21
10,862
7,187
+51
%
Effective home market penetration
Year to
31.12.22
Year to
31.12.21
15
18
-3
ppts
KPI
Year-on-year
change
Annual revenue growth (£'000)
Year to
31.12.22
Year to
31.12.21
71,409
61,415
+16
%
Gross profit (£'000)
Year to
31.12.22
Year to
31.12.21
16,589
16,345
+2
%
Gross profit margin (£'000)
Year to
31.12.22
Year to
31.12.21
23%
27%
-4
ppts
Adjusted EBITDA (loss)/profit
(£'000)
58
Year to
31.12.22
Year to
31.12.21
(7,040)
-£7,098
Closing cash/short-term
investments (£'000)
Year to
31.12.22
Year to
31.12.21
74,103
96,112
-£22,009
Electric driving powered by Pod
Point’s owned and operated
chargepoints (kilometres) over
Year to
31.12.22
Year to
31.12.21
2,360
955
+147
%
KPI
Year-on-year
change
Total home chargepoints installed
and able to communicate
Year to
31.12.22
Year to
31.12.21
173,754
121,415
+43
%
Energy transferred across our
network
Year to
31.12.22
Year to
31.12.21
367GWh
172GWh
+113
%
Total commercial chargepoints
installed and able to communicate
Year to
31.12.22
Year to
31.12.21
21,342
16,005
+33
%
Average annual recurring
revenue per chargepoint
Year to
31.12.22
Year to
31.12.21
89
57
+£32
Recurring revenue (£'000)
Year to
31.12.22
Year to
31.12.21
1,896
918
+107
%
Total chargepoints communicating
Year to
31.12.22
Year to
31.12.21
195,096
137,420
+42
%
KPI
Year-on-year
change
Total owned asset sites
Year to
31.12.22
Year to
31.12.21
570
453
+26
%
Total owned asset chargepoints
Year to
31.12.22
Year to
31.12.21
1,259
984
+28
%
Total owned asset rapid/DC
chargepoints
Year to
31.12.22
Year to
31.12.21
117
73
+60
%
Owned asset revenue (£'000)
Year to
31.12.22
Year to
31.12.21
4,233
2,033
+108
%
CO
2
e avoided by Pod Point’s
owned and operated chargepoints
being used (ktonnes)
Year to
31.12.22
Year to
31.12.21
278
127
+118
%
Charging sessions delivered by
Pod Point’s owned and operated
chargepoints
Year to
31.12.22
Year to
31.12.21
22.5m
12.2m
+84
%
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31
Financial KPIs
•
Annual revenue growth. As a fast growth
business, top line revenue growth from year
to year represents the most effective
measure of customer and business success
•
Gross profit and gross profit margin which
are calculated as total revenue less cost of
sales and total revenue less cost of sales
divided by total revenue, represented as a
percentage, reflect how well the business
manages the costs of its core installation
process and chargepoint supplies
•
Adjusted EBITDA (see page 118 for definition)
is a measure of the administrative costs
required to manage and scale the business
and an indication of how the cost base is
managed. While not an accounting measure,
under IFRS, it does allow comparisons with
different companies and sectors
•
Cash and short-term investments are critical
to allow the business to provide funds for
investment for growth, to cover its expenses
and to meet its long-term needs. Cash
generation is a good indicator of the
underlying health of the business
Operational KPIs
•
Chargepoints installed/shipped: the number
of chargepoints installed and shipped in
a given period, categorised into home
and commercial
•
Average annual recurring revenue per unit:
recurring revenues generated by home or
commercial customers in a period divided by
the number of chargepoints installed and
able to communicate at a year end,
categorised into home and commercial
•
Effective home market penetration is
calculated as the number of chargepoints
installed in a period, divided by the total
number of new PiV registrations in that
period, expressed as a percentage. In the
past and up to the middle of 2021, typically
home chargepoints were installed close to
the date a new PiV was registered with the
DVLA and so for the home business segment
this represented an effective market share
measure. However, as the OZEV grant has
come to an end, supply chain constraints
have massively extended vehicle lead times,
and dealers have reduced chargepoints
incentives, and the high inflation has
affected consumers, with the relationship
between vehicle registration and
chargepoint installation less stable. The
metric also excludes our chargepoints
supplied to the market through wholesalers
or housebuilders. We recognise the current
penetration % statistic is not an ideal
measure of market share, but it is the only
one currently available until we develop a
more robust metric
•
Chargepoints installed and able to
communicate at a period end (home
and commercial): the total number of
chargepoints we’ve installed or shipped since
the start of our operations which are able to
communicate via Wi-Fi or mobile connectivity
with our management information system
(the Smart Reporting system)
•
Number of sites at period end: within the
owned asset business segment, the number
of locations at a period end where
chargepoints owned by us were installed
and operational at a period end
•
Number of chargepoints at period end:
within the owned asset business segment,
the number of chargepoints owned by us
and installed and operational at a period
end categorised into DC rapid chargepoints
(which are separately disclosed) and other
chargepoints
•
Electric driving powered by Pod Point’s
owned and operated chargepoints (million
kilometres): calculated based on internal
Company data on the energy supplied by
communicating Pod Point chargepoints,
multiplied by the average electric vehicle
energy use per kilometre (Source – https://
ecocostsavings.com/average-electric-car-
kwh-per-mile/ and converted from miles
to km)
Key performance indicators
continued
•
Charging sessions delivered by Pod
Point’s owned and operated chargepoints
(millions). Internal Pod Point data from
communicating chargepoints of charge
sessions started in a given period which
have also successfully completed
•
Energy delivered by Pod Point’s owned and
operated chargepoints (million kWh). Data
from our internal systems of sum of energy
transferred through each communicating
chargepoint in the period
•
CO
2
e avoided by Pod Point’s owned and
operated chargepoints being used (tonnes)
calculated as the difference between: carbon
intensity of vehicles charged on Pod Point
network: Internal data of energy transferred
through communicating charge points,
multiplied by the UK government CO
2
e
average generation intensity data for the
relevant year (2022 – 0.19338 kgCO
2
e/kW,
2021 – 0.21233 kgCO
2
e/kW)
•
Carbon intensity of equivalent miles driven
in an internal combustion engine vehicle:
energy delivered by Pod Point’s owned and
operated chargepoints multiplied by the
average electric vehicle energy use per
kilometre (Source https://ecocostsavings.
com/averageelectric-car-kwh-per-mile/ and
converted from miles to km), multiplied by
the UK government average CO
2
e per km
for an average vehicle then converting from
miles to km (2022 – 0.27465 kgCO
2
e/mile,
2021 (average between petrol and diesel) –
0.275805 kgCO
2
e/mile)
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Pod Point
Annual Report and Accounts 2022
Environmental, Social & Governance
For Pod Point, sustainability
isn’t a ‘nice to have’, an
unwelcome distraction or an
opportunity for greenwashing.
It’s our entire reason for being.
It’s why we were founded, it’s
why we come to work every
day and it sits right at the
heart of our business model.
Erik Fairbairn
Chief Executive Officer and Founder
Pod Point is a highly unusual business. While the
vast majority of companies acknowledge their
impact and attempt to mitigate it, our activities
are almost wholly on the positive side of the
climate change equation.
What we enable is making a real difference
to the world. And in the years ahead that
difference will become more and more striking,
as we work hard to deliver on our vision that
travel shouldn’t damage the earth – helping
motorists switch to EVs and make a meaningful
and rapid impact on the challenges posed by
climate change.
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33
Environmental, Social & Governance
continued
Our sustainability
strategy
We believe in business as a force for good in the world. To us that
means maximising the positive impact we have on the world.
Pod Point is built on the belief that travel shouldn’t damage
the earth – and this vision drives our actions, and engages our
customers and employees.
We take our responsibilities around disclosure
and transparency extremely seriously. In
the following pages, we therefore provide
the metrics – including Scope 1, 2 and 3 GHG
emissions – to enable a fair assessment of
our progress in mitigating our impact on
the environment.
However, none of those metrics, largely good
and positive though they are, should distract
from our headline role as one of only a handful
of UK companies with the potential to have an
overwhelmingly positive influence in the battle
against climate change.
Our goals vary across each ESG pillar and
can be summarised in the following terms:
Environment (E)
Passionate leaders and at times outspoken
about the potential of EVs for the protection
of our planet. Our concern for the environment
drives everything we do.
Social (S)
We’re nothing without the skills and commitment
of our people, and we reward them with
excellent support, training and opportunities.
Governance (G)
While we’re substantially compliant,
we will continue to work on our processes
and procedures to further enhance them.
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34
Environmental, Social & Governance
continued
The world is facing multiple environmental,
social and economic issues that need business
intervention. This year, we conducted our first
materiality assessment to help us identify,
focus and report on issues that matter most
to our business and where we can make the
most impact.
Our process involved:
1.
Using SASB guidance to identify issues
and topics relevant to our industry.
We supplemented this with additional
topics that are relevant to Pod Point.
2.
Assessing the scale of positive and
negative impacts each issue may pose
(in terms of environmental, social and
economic impacts).
3.
Assessing the importance to different
stakeholders by assessing trends,
regulatory environment and macro forces.
We also used customer feedback and
social media conversations where relevant.
We plan to engage more broadly with
stakeholders in 2023.
4.
Using findings as the basis for the
development of our sustainability strategy
and to help focus our resources and efforts
where we can move the needle.
We identified a number of material issues,
detailed below, which will be addressed by
Pod Point over time and, to the extent that they
relate to it, within our work on TCFD (Task Force
on Climate-related Financial Disclosure). Our
sustainability strategy will address the material
issues which are aligned with the identified UN
Sustainable Development Goals (SDGs) and the
Paris Agreement.
We plan to regularly review and refresh our
materiality matrix, involving key stakeholders
and considering new challenges, while still
delivering on our sustainability commitments.
Materiality
assessment
In 2022, as part of our
commitment to improve our
governance mechanisms, we
established an ESG Working
Group and a dedicated
Sustainability Team within
Pod Point. The aim is to ensure
our environmental impact is
considered in all our decision-
making across the business
and to help provide and
monitor KPIs we set as part
of our sustainability strategy.
Linking to SDGs
Linked to impact:
Linked to impact:
Linked to impact:
Linked to impact:
Linked to impact:
Linked to impact:
Linked to impact:
Linked to impact:
Our material impacts
Environment
GHG emissions
Energy management
Waste & hazardous materials management
Product
Product design & lifecycle management
Materials sourcing & efficiency
Product quality & safety
Human capital
Employee health & safety
Employee engagement, diversity & inclusion
Governance
Business ethics
Significance of economic, social and environmental impacts
Importance to stakeholders (internal & external)
LOW
HIGH
LOW
HIGH
Reporting
on request
Some reporting with
KPIs where possible
Detailed reporting
and KPIs
Strategic Report
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35
Environmental, Social & Governance
continued
Our approach to
the environment
Environment
Enabling the journey to net zero
In the UK, surface transport is the largest source
of emissions – with the 2022 Climate Change
Committee Report to Parliament “Progress in
reducing emissions”, stating that:
•
the surface transport sector contributed
23% (101 MtCO
2
e) of total UK GHG emissions
in 2021, with cars being the biggest source
of emissions
•
emissions from electricity generation
represented 11% (48 MtCO
2
e) of total UK
GHG emissions
Reducing these emissions is absolutely key
to reaching net zero. Therefore, the need
for EVs and, crucially, an effective charging
infrastructure, is widely acknowledged by
governments around the world and was
referenced at COP26.
Our greatest sustainability impact and core
to our purpose at Pod Point is supporting
the decarbonisation of transport and the UK
grid. Our technology already avoids massive
emissions from transport by enabling the
move to electric vehicles (c 278,000 tonnes
of CO
2
e in 2022).
Our environment focus areas are to:
1. Enable
the decarbonisation of transport
and grid
2. Encourage
customers towards net zero
3. Eliminate
our own emissions
We measure our impact by looking at:
•
CO
2
e avoided by driving electric vehicles
vs ICE
•
Amount of CO
2
e we help avoid per kWh
transferred via our network
•
Amount of CO
2
e emitted per our
chargepoint's lifecycle
Enable
Encourage
Eliminate
decarbonisation of
transport and grid
customers towards
net zero
our own
emissions
# CO
2
e per chargepoint
lifecycle
# CO
2
e per kWh
transferred
# CO
2
e avoided
Travel which doesn't damage the earth
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36
CO
2
from electric
miles provided
CO
2
from petrol
equivalent
CO
2
avoided
Greener
transport
Smart charging
for greener
grid
More charging
infrastructure
Enable the decarbonisation
of transport and grid
How do we define our impact?
Our largest impact is enabling avoidance of
CO
2
emissions through our work to decarbonise
transport. Decarbonisation of transport is
critical to limit global warming to 1.5 degrees
above pre-industrial levels. Adoption of EVs
is the single most important technology
to decarbonise the transport sector – and
charging infrastructure is key to adoption.
National Grid estimates that up to 37.4 million
EVs will be on the UK roads by 2050. Such
numbers mean EVs will play a major part in the
UK’s electricity system, with things like smart
charging and charging behaviour essential in
helping to bring down carbon emissions.
We have recently seen National Grid paying
customers to reduce their energy consumption
at peak times and expect to see this becoming
more commonplace. Smart charging and the
ability to centrally control EV chargers brings a
new flexibility to the grid, reducing the emissions
from energy (the second most emitting sector).
We will play a key role in enabling this shift.
Environmental, Social & Governance
continued
Environment
continued
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37
Well-to-wheel CO
2
e per mile*
Diesel
Hybrid
PHEV/REX
BEV
-3%
-31%
-45%
-70%
0
0.05
0.1
0.5
0.2
0.25
0.3
0.35
0.4
Petrol
CO
2
e per mile
Environmental, Social & Governance
continued
Transport
•
We enable impact by accelerating the move from ICE to BEVs, as shown in the diagram on page 37
•
By installing more charging infrastructure, we support the earlier displacement of ICE vehicles and
their replacement with EVs. This can have an extremely significant impact on decarbonising the
transport industry – the largest source of UK CO
2
emissions
•
While it is theoretically possible to produce synthetic fuels for ICE engines, in practice this is far too
costly – both in energy terms and financially – to do so at anything close to suitable scale
•
Hydrogen as a fuel is also uncompetitive for the purposes of powering passenger vehicles at scale,
due to the logistical and financial challenges posed by multiple additional stages required in the
value chain (e.g. electrolysis, pressurisation, cooling and transportation). It is likely to be consumed
in decarbonisation of industrial processes where there’s little prospect of an alternative
•
The emissions involved in battery manufacture cannot be wished away, but can be progressively
minimised as industries scale. Recycling practices that are already viable can all but remove the
need for virgin battery minerals
•
ICE carbon impact remains the same, or gradually worsens with degrading components every year,
but for EVs in the UK, the well-to-wheel emissions reduce in line with grid emission reductions
Grid
•
Smart charging features like Charge Scheduling enable EVs to be charged when the grid is greener,
for example during the night. These features are further reducing the CO
2
emissions of driving an
EV. CO
2
intensity of electricity varies throughout the day, and as can be seen from the graph below,
midnight to 5am is the “greenest” time to charge in the UK. Over 54,000 chargepoints used our
Charge Scheduling feature in 2022
•
In future, participating in grid management via demand-side response (e.g. shifting EV charging
from peak to off-peak times) will enable Pod Point to further help reduce the UK’s reliance on fossil
fuels by decarbonising the grid. This means shifting electric charging to times when the grid demand
is low, or the supply is high
Our impact in 2022
•
53,961 chargers installed across home
•
14,729 chargers installed and shipped across
commercial
•
367 GWh charging delivered by our chargepoints
•
Enabled 2.36 billion kilometres of low carbon travel
•
Circa 278,000 tonnes of CO
2
e saved
•
Chargepoints using Charge Scheduling in 2022:
54,184 (2021: 20,406)
Environment
continued
23
22
21
20
19
18
17
16
15
14
13
12
11
10
9
8
7
6
5
4
3
2
1
0
225
220
215
210
205
200
195
190
185
180
175
170
165
160
Looking ahead
As one of the UK's leading providers
of EV charging, we continue to
expand our operations and grow our
product offering. Our strategy is to
scale the number of smart chargers
connected to our system, enabling
participation in grid management.
Average CO
2
Intensity
Hour
*
Calculated in accordance with government guidance
(https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2022)
Pod Point
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Encourage customers
towards net zero
How do we define our impact?
We focus on making EV charging convenient,
reducing the cost of charging and cutting
carbon. By making the move to EV easy, we
increase their adoption and, in turn, reduce
the UK’s transport emissions. We also offer a
fully managed installation service and include
standard installation in the price to make it easy
to install chargepoints in homes. We do this by:
•
Including a grace period on our public
chargers, allowing customers to confirm
their charge
•
Providing the full ecosystem for our
B2B customers (including allowing their
employees to benefit from home chargers),
including flexible pricing models
•
Providing outstanding service and support,
showcased by our ratings on Reviews.io
and Trustpilot
Helping our customers reach
net zero
•
By creating features such as Charge
Scheduling, we enable customers to charge
when their energy tariff is cheaper and the
grid is greener
•
Our B2B customers can track energy
transferred via their owned assets and
the resulting CO
2
avoidance
Safe, secure & reliable
•
2022 saw the UK Government’s introduction
of Smart Charge Regulations focusing
on the safety and security of EV charging
infrastructure – we were one of only a few
providers to already be compliant at the
start of 2023
•
We go above and beyond the new
requirements and ensure our chargers meet
high standards of safety
•
We’re working to maintain, and where
possible improve, the reliability of our
network as the number of chargers and
their use increases
Our impact in 2022
•
Great customer reviews: 4.7/5 rating from
over 36,000 customers on Review.io and
Excellent (4.3/5) on Trustpilot from over
11,000 customers
•
54,184 chargepoints used Charge
Scheduling in 2022
•
Compliant with Smartcharge Regulations,
removing barriers to adoption
Looking ahead
We will continue to enable more customers
to charge their EVs at home and at public
locations, focusing on:
•
Growing our product and app offering
to improve convenience, reduce carbon,
and cut the cost of charging at home and
across our network
•
Maintaining our high customer satisfaction
rating for our charger installations
•
Continuing to work on our maintenance
plans to ensure high reliability of
our network
4.7
/
5
customer review rating
from over 36,000
customers on review.io
Environmental, Social & Governance
continued
Environment
continued
Strategic Report
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Annual Report and Accounts 2022
39
Eliminate our
own emissions
During 2022 we formed
our Sustainability Team,
with the goal of driving our
sustainability strategy and
providing appropriate tools,
policies and processes to
secure our long-term future.
One of the first challenges was to gather better
data on our own emissions and engage with
partners and suppliers to better understand
and measure our impact. We’ve already made
strong progress by partnering with Normative,
a carbon accounting engine, to carry out our full
Scope 1, 2 and 3 assessment for 2021 and 2022.
We have decided not to set specific net zero
goals until we can improve our understanding of
the impact of our business on the environment,
and develop a plan to reduce our emissions. It’s
also important to note that our emissions and
environmental impact will almost inevitably rise
as our business grows.
How do we define our impact?
Streamlined Energy and Carbon
Reporting (SECR)
Although our EV charging solutions contribute
to carbon reduction, we recognise that our
products also have environmental impacts.
We are striving to better measure and
reduce these impacts – and are working with
our suppliers and customers to enhance
environmental performance of our products
and solutions.
In 2022, we achieved the key milestone of
measuring CO
2
e for our Scope 1, 2 and 3
emissions across our value chain for the first time.
Our performance
Environmental, Social & Governance
continued
2% Scope 1 & 2
98% Scope 3
Purchased goods
and services 73%
Fuel and energy
related activities 11%
Upstream transport
and distribution 10%
Business travel 6%
Capital goods <1%
Employee
commuting <1%
Own operations
Scope 1
Scope 2
Greenhouse gas
emissions from our
own use of fossil fuels
Greenhouse gas
emissions from
our own use of
purchased electricity
Our value chain, including supply
chain and products
Scope 3
Greenhouse gas emissions from our
value chain. These emissions are
not under our direct control but we
influence our suppliers, downstream
distributors and customers
We include restated emissions for 2021 due to more accurate data being obtained.
Mapping out where our impact lies is the first step to creating a plan to reduce our emissions.
•
Our Scope 1 emissions are mostly generated from the fuel used by our fleet
•
Our Scope 2 emissions include electricity and gas used in our London office, as well as any
electric charging of our fleet
•
Our Scope 3 is 98% of our CO
2
e emissions and includes everything else, from manufacturing,
to logistics, to any third-party installation operations
Environment
continued
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40
Environmental, Social & Governance
continued
Summary GHG metrics and 2021 comparison
2022
2021
Direct emissions of CO
2
(Scope 1)
409
293
Indirect emissions of CO
2
(Scope 2)
41
6
Indirect emissions of CO
2
from supply chain (Scope 3)
18,774
13,553
Total emissions per kWh transferred energy
0.05
0.08
Total emissions per chargepoint shipped
280
210
Our supply chain (Scope 3) CO
2
e emissions in 2022
Category
Description
CO
2
e emissions
(tonnes)
1
Purchased goods and services
13,729
2
Capital goods
18
3
Fuel and energy related activities
2,001
4
Upstream transportation and distribution
1,936
6
Business travel
1,042
7
Employee commuting
48
Total
18,774
As expected, our total Scope 1, 2 and 3 GHG
emissions have grown year on year. This is
because we’re providing more electric vehicle
charging and as our business grows, currently
so do our emissions.
Our Scope 1 has increased due to the growth
of our in-house fleet, although we are reducing
these emissions by moving our fleet to electric.
Currently 81% of our fleet is either a BEV or REX.
The recent supply issues in the EV market, as
well as the lack of fully electric van models that
meet our requirements, present a challenge
that we continue to monitor. The larger number
of EVs in our fleet has led to an increase in our
Scope 2 emissions as our fuel consumption
moves from petrol or diesel to electricity. We
want to see this trend continue.
Other Scope 2 emissions related to both our
office heating and electricity usage have
reduced year on year. We’re already using
100% renewable energy and gas in our office
(backed by REGO). As our fleet is charged at
our employees' homes, we do not have full
visibility of whether this is taking place on a
renewable tariff – and we’ll be improving our
data collection to track this next year.
Scope 3 is by far the largest part of our
emissions. We use financial data to estimate
most of our Scope 3 emissions, but aim to
improve data collection next year to get better
visibility of where we can make the most impact
in our value chain.
Given the absolute emissions from our
operations will continue to increase with our
business growth, looking at our intensity
metrics provides a better assessment of our
performance. Our first intensity metric looks at
how much CO
2
e is emitted per kWh of energy
transferred via our network. We expect this
number to continue to reduce as the use of EVs
and charging grows. It’s important to note that
we do not account for the CO
2
e of the energy
generation, we are specifically looking at
Pod Point activities.
Our CO
2
e per chargepoint has increased year
on year and this is the metric that we will be
investigating further in 2023, via a lifecycle
assessment, to create a reduction plan.
GHG emissions calculations have been generated based on transaction and activities data – e.g. fuel, transport, etc.
provided via invoices, utility providers and other suppliers, and by pairing those with emissions data from Normative’s
database following the GHG Protocol Standard.
Environment
continued
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Pod Point
Annual Report and Accounts 2022
41
Energy
•
All GHG emissions and energy consumption
relate to the Company's UK operations
•
100% of the energy used in our office is on a
renewable tariff (REGO backed). Our office
also uses 100% biogas for heating. Given that
we mostly work remotely, we aim to improve
energy efficiency in the office by only using
lighting, heating and cooling when the office
is occupied
•
We are in the process of moving our fleet to
electric vehicles. This year, we’ve reached 81%
of our fleet being either a REX or BEV and
aim to increase that number to 95% by the
end of 2024
Environmental, Social & Governance
continued
Energy consumption
2022 (kWh)
2021 (kWh)
Fuels for transportation
Petrol
755
394
Diesel
760
698
Other/unknown
65
25
Indirect energy
Electricity (office)
15
17
100% renewable
100% renewable
Electricity (fleet)
118
16
Heating (office)
48
92
100% renewable
100% renewable
Total
1,761
1,242
Energy supplied via our network
2022 (GWh)
2021 (GWh)
Energy transferred across our network
367
172
•
Only a small number of installations are
performed by our in-house teams, meaning
the vast majority of CO
2
e emissions from
our installations fall into Scope 3. We
are looking to work with our third-party
installers next year to track and create a
plan to reduce the CO
2
footprint from all
our installations
•
In addition, we measure the energy supplied
via our network
•
While this metric is clearly more positive
towards the performance of our network
of chargepoints, the data we collect is only
partial, as not all chargepoints remain
connected at all times. This is therefore a
less precise metric
•
The total energy supplied through the Pod
Point network metric Energy Intensity Ratio
is: 19,194CO
2
e/367GWh = 52 gCO
2
e/kWh
•
Increasing the energy supplied is an indicator
of EV adoption and a metric we want to grow
•
The carbon intensity of the energy supplied is
also important – and this is something we are
working to reduce
•
In the majority of cases, the energy supplied
via the chargers we install is determined by
the owners. We support our commercial
customers’ net zero goals by enabling
tracking and measurement of their
charging estate
•
For our Tesco network, the energy supplied is
100% renewable (REGO backed). The energy
supplied via the Tesco network accounts for
around 6% of our Scope 3 emissions
We take our
responsibilities
around disclosure
and transparency
extremely seriously.
81
%
of our fleet is BEV or REX
Environment
continued
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42
Waste & materials
We recognise the importance of responsible
sourcing, waste management and improving
the circularity of our products.
We address these issues by integrating
sustainability into our product design and
production. Given our chargepoints use
plastic, we aim to improve the material
efficiency by extending the life of our
chargepoints where possible – and we
offer an extended 5-year warranty.
We’re engaging with our suppliers on possible
improvements as well as alternative, more
sustainable, solutions. For example, during
the year we visited our largest manufacturer
Celestica to review their sustainability practices.
Celestica is a member of the Responsible
Business Alliance (RBA) – the world’s largest
industry coalition dedicated to responsible
business conduct in global supply chains.
Maintenance remains a key focus for our
teams. Across our operations, we’re committed
to expanding our efforts to reuse and refurbish
chargepoints and components where possible.
We already use refurbished parts to maintain
some of our chargepoints and will be exploring
other solutions in 2023.
In terms of waste, we aim to reduce the plastic
waste in our packaging. The majority of our
product packaging is cardboard, using FSC
certified and 79-83% recycled content. Our
policies ensure that any waste produced
during installation is picked up by professional
third-party waste management companies
that ensure materials are reused and recycled
wherever possible. Of the waste collected by
these companies, less than 5% goes to landfill.
We’re currently unable to fully recycle our
chargepoints when decommissioned. Where
possible, old chargepoints are collected and
assessed to see if parts can be reused. We
extract parts that can be reused and any
remaining waste is responsibly disposed of in
line with WEEE regulations. We are committed
to reducing our incineration rate and increasing
our recycling rate.
For 2023, we’ll be working on gathering better
data on waste throughout our supply chain and
developing targets.
Environmental, Social & Governance
continued
Our impact in 2022
•
Partnered with Normative to improve
measurement of our Scope 1, 2 and 3
GHG emissions
•
Increased the proportion of BEV or REX
in our fleet to 81%
•
Where we are responsible for sourcing
energy (e.g., our office) to do so via
renewable tariffs
•
Continued to engage with our biggest
suppliers to improve our products, as
well as monitor their sustainability efforts
•
Continued to use refurbished parts in our
maintenance, where possible
•
Continued to avoid single-use plastic
packaging and source any paper
packaging from FSC certified suppliers
Looking ahead
•
Our ongoing lifecycle assessment will
help us better evaluate our current
performance in this area and create a
plan for the future
•
We’re in the process of adding
sustainability into our project evaluation
and stage gate process
•
We are also further integrating
sustainability principles into our product
design processes, so that we can reduce
our impact via new products and ensure
improved reliability, durability and
recyclability. We’re currently investigating
alternative materials to extend life, allow
for better repair and increase recyclability
We are focusing on having a realistic reduction
plan for our emissions, while helping accelerate the
decarbonisation of transport in the UK.
Diana Almazova, Head of Sustainability
Improving our environmental data
•
We’ll be evaluating net zero targets over
the coming year, focusing on carbon
intensity reduction (i.e. CO
2
per product/CO
2
per revenue)
•
We have engaged a third party to carry
out cradle-to-grave lifecycle assessments
of our products and installation. We plan to
introduce Environmental Product Documents
for our most sold products in 2023
•
We’re working on improving data on CO
2
e
avoided per kWh transferred via our network,
for example by looking at regional vs UK-
wide energy intensity data
•
We’ll continue to engage with our top suppliers
to ensure better data and reporting. All new
suppliers will have to meet our reporting
criteria from the start of our relationship
98
%
of our emissions are
Scope 3
Environment
continued
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Annual Report and Accounts 2022
43
Making significant Progress
TCFD disclosure
In last year’s Annual Report, we acknowledged
that as we were only a few months into our
first year as a publicly listed company, we
were just starting our journey with respect to
reporting on ESG matters and against the
Task Force on Climate-related Financial
Disclosures (TCFD). This year, we’re pleased to
provide an update on the significant progress
made in 2022 in relation to our sustainability
objectives and to report against the TCFD
framework, which provides an overview of
our climate-related risks and opportunities.
Transparency around sustainability is
important to us and increasingly so to our
stakeholders. For 2023, our goal is to provide
even greater depth and breadth of data and
analysis regarding our assessment of climate-
related risks and opportunities.
Environmental, Social & Governance
continued
Pod Point
Annual Report and Accounts 2022
Strategic Report
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44
This statement represents our
first climate-related financial
disclosure, in line with UK
Listing Rule LR 9.8.6R. Our
report is consistent with the
four TCFD pillars and we
fully comply with nine, and
partially comply with two, of
the 11 TCFD recommended
disclosures, as summarised
in the following table. This
statement covers the financial
year 1st January 2022 to
31st December 2022.
We recognise that TCFD is an iterative process.
We will continue to increase our understanding,
develop and deepen our disclosures and embed
insights within our business model, as we
move forward.
TCFD
compliance
statement
Environmental, Social & Governance
continued
Alignment with TCFD Disclosures
Recommendation
Disclosures
Disclosure level
Page reference
Alignment
Governance
Disclose the organisation’s
governance around climate-
related risks and opportunities
Describe the Board’s oversight of climate-related risks
and opportunities
46
We are aligned on this disclosure
Describe management’s role in assessing and managing
climate-related risks and opportunities
46
We are aligned on this disclosure
Strategy
Disclose the actual and potential
impacts of climate-related
risks and opportunities on the
organisation’s businesses, strategy
and financial planning where such
information is material
Describe the climate-related risks and opportunities
the organisation has identified over the short, medium,
and long term
48-49
We are aligned on this disclosure
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning
47-49
While we have described activities being
undertaken to reduce GHG emissions in
our operations and value chain, we are still
developing our data collection and reporting
lines across relevant metrics. This process
is taking place prior to setting robust and
meaningful targets as part of a credible plan,
in particular with respect to GHG emissions for
transitioning to a low carbon economy. Other
than this, we are aligned on this disclosure
Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario
48
We are aligned on this disclosure
Risk management
Disclose how the organisation
identifies, assesses and manages
climate-related risks
Describe the organisation’s processes for identifying and
assessing climate-related risks
50
We are aligned on this disclosure
Describe the organisation’s processes for managing
climate-related risks
50-51
We are aligned on this disclosure
Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management
67
We are aligned on this disclosure
Metrics and targets
Disclose the metrics and targets
used to assess and manage
relevant climate-related risks
and opportunities where such
information is material
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management processes
52-53
We are aligned on this disclosure
Describe Scope 1, Scope 2 and if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks
41
We are aligned on this disclosure
Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
53
We have disclosed our targets around fleet
electrification, however beyond this we are
working on our data collection and reporting
lines across relevant metrics. This will enable
us to set robust and meaningful targets as part
of a credible transition plan. In particular, we
are focusing on developing industry-specific
greenhouse gas efficiency targets that are
directly linked to the assessment of climate-
related risks and opportunities that we have
identified. We are therefore only partially
aligned with respect to this disclosure
TCFD disclosure
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
45
Governance
Climate-related risk and opportunities
Awareness of climate-related issue
Climate and ESG-related matters
and progress against strategy
Climate and ESG Remuneration Policy
Board
Audit and Risk
Committee
ESG
Committee
Remuneration
Committee
Senior Management
Team
ESG Working Group
Board oversight of climate-
related risks and opportunities
is provided by the ESG
Committee, which was
established during the year.
The ESG Committee is supported by an
Executive ESG Working Group, also established
during the year. Together, these teams ensure
clear allocation of responsibilities so that all
working groups, committees and ultimately the
Board understand their role and responsibilities
in respect of the assessment and management
of climate-related issues, and make sure that
it is embedded within our strategy. All Board
members receive regular updates on climate-
related issues as part of ESG updates contained
in the papers for every Board meeting, including
updates on existing and emerging regulatory
requirements related to climate change. This
helps to develop the Board’s understanding
of climate-related issues and ensure that its
awareness of its legislative and governance
obligations is up to date. The Board will consider
these updates at least six times per year, at
each Board meeting.
The Audit & Risk Committee is responsible
for assessing and accounting for ESG and
climate-related risks as part of the Company’s
risk management process and its financial
statements and non-financial disclosures.
More information can be found on this in the
risk management section on pages 64 to 76.
The Chair of the Audit & Risk Committee is
also the Chair of the ESG Committee enabling
important synergies between the development
of our climate strategy and assessment
of climate-related opportunities, and our
assessment of climate-related risks.
The Audit & Risk Committee meets at least
four times per year.
The Remuneration Committee is responsible for
determining the Remuneration Policy, including
how climate-related risks and opportunities
and other ESG targets are taken into account
in determining rewards and incentives.
Our Group General Counsel, who is part of
the Senior Management Team, leads the ESG
Working Group and the CEO, CFO and CCO are
involved as members of the group, in addition
to the Head of Sustainability and the Company
Secretary. This ensures there is an awareness
of climate-related issues within senior
management and that they are considered
in the context of the Company’s strategy,
budgets, business plans and decisions. The ESG
Working Group reports to the ESG Committee
quarterly on all matters relating to climate and
ESG, enabling that committee to oversee and
challenge the Group's progress against the
sustainability strategy and monitor our climate-
related metrics through a quarterly KPI report.
The ESG Committee in turn reports to the Board
at least four times per year. The Board includes
a number of Directors with experience of
sustainability and climate-related issues, gained
through their other roles and directorships.
Climate-related risks and opportunities are
considered as part of the Senior Management
Team's quarterly risk assessment, which feeds
into both the Audit & Risk Committee, as part of
its oversight of risk management, and the ESG
Committee. The Chairs of the Audit & Risk and
Remuneration Committees, as well as the CEO,
sit on the ESG Committee, enabling the Board
to give sufficient consideration of climate-
related issues when reviewing and guiding
strategy, budgets, remuneration incentives
and other decisions.
Further details of our governance structures
relating to ESG and climate-related issues can
be found on pages 50 to 51 and 61 to 63.
Governance of
climate -related
matters
Environmental, Social & Governance
continued
TCFD disclosure
continued
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
46
Strategy
Our approach
Pod Point’s vision is to ensure
that travel doesn't damage
the earth.
In line with our vision and
historical reporting, and based
on our climate risk assessment
work, our environmental
strategy is currently to focus on:
•
Reducing the carbon emissions
of the Group
•
Developing technologies to
help our customers reduce
the carbon impact of
charging their vehicles
•
Developing technologies
to allow us to use our
chargepoints to provide
load management to the
National Grid
Of course, we are very aware that we have a
responsibility to address other environmental
considerations such as plastics, packaging,
waste and others. However, we consider that
a focus on reducing carbon emissions is
strongly linked to our risk assessment, and
directly aligned to our vision. Our environmental
strategy is therefore primarily focused on
reducing carbon emissions at this stage.
More specifically, during 2022 our environmental
strategy comprised two elements – firstly
to work towards full compliance with our
obligations under SECR and TCFD; and
secondly to prepare ourselves to go beyond
our obligations in the area of greenhouse
gas emissions, as further described on pages
40 to 41.
Specifically, we intend to:
Define
•
The amount of carbon which is emitted in the
production of our products
•
The amount of carbon which is emitted in the
installation and other services associated with
our products
•
The average carbon intensity of each kWh
of energy provided by our charging network
Develop
•
The internal tools required to allow our
teams to consider the carbon impact of each
decision made within our business against the
metrics defined above
•
Tools to allow our customers to easily optimise
their charging to reduce their carbon intensity
•
Technologies to allow our network to be
used for load management to in turn allow
a greater percentage of renewable assets
in the UK generation base
Embed
•
Consideration of carbon intensity into every
decision point across our business
Measure
•
Qualitative carbon reduction targets each
year for our teams to stretch us and ensure
we make strong progress against reducing
the overall carbon intensity of our business
Our vision and business strategy are fully
connected to our climate-related strategy. This
is made explicit through the KPIs that measure
progress in our business strategy as set out in
the Strategic Report, such as millions of electric
miles travelled and tonnes of CO
2
avoided.
As described below on pages 52 and 53,
we are still developing our data collection and
reporting lines around relevant metrics, in order
to set robust and meaningful targets as part
of a credible plan to transition our business in
alignment with the UK net zero plan to transition
to a low carbon economy. We are simultaneously
taking actions to reduce our supply chain
emissions and the carbon footprint of our
product, as set out in the material risks table
below and in metrics and targets on page 52.
We fully expect this to be a multi-year project,
and intend to report our progress each year.
Our regular risk management cycles, and
quarterly and annual business planning
cycles, support us in understanding our
climate-related risks and opportunities.
Where sufficiently appropriate and significant,
these translate into mitigation strategies or
business development initiatives that form
part of our budgeted activities.
We identify our climate-related risks and
opportunities, assess whether their impacts will
be felt over the short, medium or long term, and
quantify the potential financial implications.
We describe the impact of these risks and
opportunities on the our business, strategy, and
financial planning. We also assess our resilience
across various scenarios.
Our business is defined almost entirely as a
single sector, single country activity. Pod Point
serves the electric vehicle charging market in
the UK and so we have not separated out our
analysis of the issues by sector or geography.
Environmental, Social & Governance
continued
TCFD disclosure
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
47
Material risks
The key material risks related to climate change
are derived directly from our risk register. Having
considered other physical risks in addition to
increased temperatures, such as water shortages,
flooding, wildfire and wind, we do not consider that
they pose any material risk to our business. We
have analysed the potential impacts of the key
risks identified.
Our qualitative and quantitative risk and opportunity
identification involved modelling a scenario based
on 2°C warming. Having considered whether our
business strategy is resilient to climate-related risk,
we concluded that there is a significant level of
resilience against impacts on financial performance
and position, as detailed in the table below.
Consequently, we do not believe that, in light of the
mitigating actions we are taking, our strategy, as
set out on pages 26 to 30, will be affected or need
to change as a result of climate-related risks and
opportunities. Climate risks and opportunities are
likely to increase the demand for our products
and services, and are unlikely to affect our ability
to provide those products and services at an
economic cost.
We have defined 'short term' as to the end of
2025, 'medium term' to the end of 2029, and 'long
term' from 2030 onwards. Short term aligns to the
time horizon of the viability statement, medium
term aligns to the date of the beginning of the
Government’s ban on new internal combustion
engine vehicle sales, and long term the period
beyond that.
We have defined the financial profit impacts in
terms of their variance from the expected growth
trajectory, and 'low' represents up to 5% turnover,
'medium' up to 10% turnover, and 'high' more than
10% turnover. These thresholds align broadly with
our Group risk register thresholds, where minor
risks represent an impact that corresponds to less
than 5% turnover, and serious risks represent an
impact over 10% of turnover.
The assessments are based on scenarios
modelled on long range financial forecasts,
including modelling of the impacts on revenue,
cost and profit.
Key:
Low
Medium
High
TCFD
category
Climate-related trend
Potential financial impact
Scenario
Impact
Short
Term
Impact
Med
Term
Impact
Long
Term
Strategic response, resilience and mitigation
Transition
reputation
Supply chain
sustainability
We fail to adhere to and drive sustainability
standards, guidelines and best practice through
our supply chain. Weak performance in this area
leads to reputational damage and shareholder
concern via regulatory disclosures and possibly
fines or sanction.
2°C
Our Supply Chain Management Team integrates sustainability/
carbon emissions scoring as part of our supplier due diligence
process. We are working towards ensuring that all new and
existing suppliers are required to meet certain environmental and
sustainability standards which we monitor through achievement
of certain accreditations such as ISO 14001, ISO 50001, SA 8000,
etc., and regular reporting requirements.
Transition
reputation
Environmental data
capture
We are unable to capture the complete and
accurate environmental data we need to
deliver our strategy and report our performance,
leading to poor decision making, reporting
non-compliance and reputational damage.
2°C
Our Sustainability Team is working with our ESG Committee to
define the appropriate sustainability and environmental metrics
for the business and develop robust internal data collection and
reporting processes. In 2022, we started working with Normative
in relation our GHG emissions data, the output of which can be
seen on page 41. Next, we intend to further develop our data sets
(e.g. via lifecycle assessment) and gather additional data beyond
GHG emissions (e.g. waste).
Physical risks
Climate change
causes hardware
failures
Our products include components which
can withstand temperatures up to +85degC.
Increasing ambient temperatures causing
internal temperatures to exceed the acceptable
tolerances of these components could result
in failures.
2°C
We will review the thermal design of our current product range
to see how we can improve internal cooling. This will range
from improved passive cooling to potentially adding features
to support active cooling of the internal components.
Transition
market and
reputation
Public focus intensifies
on purchasing
products with the
lowest carbon impact
We fail to sufficiently reduce the carbon footprint
of our business, our products and services
(across Scopes 1-3), causing customers to reject
Pod Point in favour of our competitors.
2°C
We are organising ourselves so that carbon impact is assessed as
part of every strategic decision that we take. Our GHG emissions
analysis with Normative is helping us to understand where
improvements can be made via product redesign, supply chain
selection and energy supply. Additionally, our product lifecycle
assessment will help us to identify areas for improvement within
our supply chain. We are working towards setting targets which
will be linked to employee remuneration to help us drive down the
carbon impact of our products.
Transition
markets
Electricity supply
costs remain high or
continue to increase
Macroeconomic or geopolitical factors or
accelerated transition to renewables caused
by intensifying climate change, cause energy
prices to remain high or continue to increase.
This could reduce the attractiveness of EVs and/
or encourage consumers to shift to alternative
forms of road transport technologies.
2°C
If electricity prices continue to increase over time, a risk of a shift
away from EVs becomes more acute as alternative forms of
transport may become more attractive. We track the wholesale/
retail energy markets carefully and ensure we closely monitor
public sentiment around the operational affordability of EVs.
We engage in PR and EV advocacy to ensure we counter any
public misperceptions/ false negative media around the cost of
EVs. In the longer term and with scale, we will seek to drive down
energy costs for our customers through EV tariff partnerships and
procuring energy for our owned asset public charging network.
Physical risks
Renewable
energy generation
destabilises the grid
Accelerated shift to renewable generation as
a result of climate change increases supply
intermittency and instability of the grid, leading
to reduction in attractiveness of EVs or regulation
regarding when electricity can be used, or
charging can take place.
2°C
As described on page 22 we are working on grid load
management technologies to minimise the impact of EV charging
as well as to create new revenue streams for the business and
additional benefits to our customers by providing balancing
services to the grid. More broadly, national and local schemes
and technologies (e.g. battery storage) are being implemented
and supported by industry and government to allow for better
grid load flexibility and management.
Environmental, Social & Governance
continued
TCFD disclosure
continued
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
48
Material Opportunities
The key material opportunities related to
climate change are aligned to the factors in our
risk register, with opposite effects representing
opportunities. We have analysed the potential
impacts of these opportunities.
We have defined
'
short term
'
as to the end 2025,
'
medium term
'
to the end of 2029, and
'
long
term
'
from 2030 onwards.
We have defined the financial profit impacts
in terms of their variance from the expected
growth trajectory, and low represents up to 5%
turnover, medium up to 10% turnover, and high
more than 10% turnover.
Key:
Low
Medium
High
TCFD
category
Climate-related
trend
Potential financial impact
Scenario
Impact
Short
Term
Impact
Med
Term
Impact
Long
Term
Strategic response and resilience
Markets
Public choose to
adopt EV technology
at a faster rate than
expected
Economics of EV purchasing and ownership
through cheaper renewables become
more attractive.
2°C
Markets
Public focus on
climate change
increases faster
than expected
A combination of increased scientific
understanding, more extreme weather
globally, and wider coverage of climate
change in the media leads to the public paying
greater attention to climate change, sooner
than expected.
2°C
Our supply chain is geared to a major global manufacturer that
can scale up rapidly, and we have the balance sheet strength to
invest in accelerated growth.
Products,
services and
markets
Governments act
faster and increase
regulatory-driven
adoption
Governments make increasingly bold policies
to accelerate the adoption of EVs.
2°C
Environmental, Social & Governance
continued
TCFD disclosure
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
49
Identification and assessment
of climate-related risks has
been integrated into our
broader risk management
process. We explain how we
identify and assess climate-
related risks in more detail
on pages 64 to 67. Climate-
related risks are subject to
the same governance, review
process and management
attention as other risks on
our risk register.
Our approach to the assessment of climate-
related risks is consistent with the way in which
we identify, score and prioritise all risks, by
considering the impact and likelihood of their
occurrence. We therefore determine the relative
significance of climate-related risks against
other risks that the business faces by ensuring
we remain consistent and proportionate as part
of that risk assessment, as explained below.
Further detail on the Company risk
management processes can be found on
pages 64 to 67. To consider the materiality of
climate-related risks and to prioritise them
accordingly, it is necessary to consider certain
characteristics that arise in the context of
climate change over the short, medium and
longer term. We have set out below some of
the specific characteristics of climate-related
risks that our Senior Management Team,
Sustainability Team, Audit & Risk Committee,
ESG Committee and Board consider together as
part of the ESG governance processes and risk
management process set out on pages 46 and
64 respectively:
•
Holistic view – climate-related risks rarely
affect a single, discrete part of the Company.
We look broadly at the impact of climate
change on our business strategy, the
markets in which we operate, the technology
we use and our brand and reputation. We
also consider the physical risks posed by
climate change on our product range and
operations. We have referenced these
classifications in our climate-related risks and
opportunities disclosures set out on pages 48
and 49. By their nature, climate-related risks
intertwine with and impact across functions
and departments, and therefore require
a wide lens and deep consideration and
collaboration from teams across the business
•
Longer planning horizons – given the slow
incremental nature of climate change, we
consider climate-related risks across short,
medium and much longer term timeframes
than traditional planning horizons. These
planning horizons are defined above on
page 48
•
Proportionality – the size and scope of
climate-related risks are assessed alongside
other business risks by looking at their
potential financial impact on the Company
over the short, medium and long term. The
methodology for this assessment is set out
above on page 48. We are a mission-based
Company driven by the fight against climate
change. We therefore assess climate-related
risks against other risks as well as the
opportunities that climate change presents,
in order to ensure that our response is
proportionate
•
Evolving regulation – an evolving policy
and regulatory landscape is an inevitable
consequence of society’s attempts to
grapple with the dynamic challenge of
climate change. We consider the impact
of existing policy and regulations and
possible new or changing requirements that
may be introduced across different time
horizons. Our climate-related risks set out
on page 48 (particularly those related to
transitioning markets) reflect the risks posed
to the business of governmental policy and
regulatory sanctions affecting the markets
in which we operate
•
Part of our risk management process –
we believe it’s important that our assessment
of climate-related risks is consistent with our
assessment of all risks affecting the business.
Therefore we use the same risk terminology
and classification frameworks that are used
to assess all business risks. This helps give
us a clear picture of how the business is, and
could be, impacted by climate change when
considered together with all other risks. It is
also the same process by which we manage
climate-related risks and decide upon how
the business should respond, mitigate and/
or control those risks. In addition, we consider
how such risks may also be mitigated
by wider industry, societal or regulatory
developments which may emerge over
the defined planning horizons to address
such risks
In determining our response to climate-
related risks, we consider the factors above
and develop appropriate management and
mitigating actions. Identified risks are allocated
to an accountable owner and, together with the
Senior Management Team and/or ESG Working
Group, a suite of management and mitigation
actions are agreed, implemented and tracked
to completion.
Risk management
Environmental, Social & Governance
continued
TCFD disclosure
continued
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
50
Climate-related risks identified by our Senior
Management Team and ESG Working Group
are reported to the ESG Committee and the
Audit & Risk Committee as appropriate for
further consideration.
Our ESG Working Group and Sustainability
Team apply the same methodology as part
of our broader climate scenario analysis,
assessing the impact of climate-related risks
and opportunities to the business across
short, medium and long-term horizons. This
review considers the breadth of our business
across different routes to market (e.g. home,
workplace, destination and en-route) as well
as the impact of all of our customers and each
of our different internal functions and business
chargepoints (e.g. supply chain and installation
teams). Ultimately, our climate-related risks and
opportunities are reviewed and approved by the
ESG Committee and the Board.
Overall, given the vision of our business to make
travel not damage the earth (and to accelerate
the electrification of transport), climate change
presents significant opportunities for the
Company to grow as referred to in
'
material
opportunities
'
on page 49. While we’ve identified
some risks to the Company arising from
climate-related matters, we do not consider
any of these to be principal risks given the low
impact or likelihood of occurrence and given the
significant strides being taken as a Company to
mitigate their effects, as stated in more detail in
our sustainability strategy on page 34. We have
assessed and prioritised these according to the
same impact/ likelihood methodology as used
in our risk management process.
We look holistically at the impact of climate change to
our business strategy, the markets in which we operate,
the regulatory landscape, the technology we use and our
brand and reputation over different planning horizons.
Daniel Kaufman, Group General Counsel
Environmental, Social & Governance
continued
TCFD disclosure
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
51
4.3/5
rating on Trustpilot from
over 11,000 customer
reviews
We use multiple metrics to monitor Pod Point’s climate-related risks and opportunities.
Given that our sole purpose is to address climate change by supporting the
decarbonisation of transport, we continually assess and balance our positive impact
as a business against the carbon footprint of our products and operations.
To assess the opportunity and our efforts
towards decarbonisation, we measure the
energy transferred via our connected network,
as well as associated carbon intensity (CO
2
e/
kWh). We also monitor the CO
2
e we help avoid
by enabling more electric driving (as opposed
to petrol or diesel).
This positive impact is balanced against our
own greenhouse gas emissions (GHGs). In
our 2021 Annual Report, we disclosed our
Scope 1 and 2 and Scope 3 business travel
emissions and energy consumption under
SECR. These emissions were reported in line
with the 2020 UK Government Environmental
Reporting Guidance, using emission conversion
factors relevant to the reporting period from
the Department for Environment, Food and
Rural Affairs (DEFRA) and the Department for
Business, Energy and Industrial Strategy (BEIS).
This year, we've worked with Normative, an
internationally recognised carbon accounting
platform, to align our GHG reporting to the
GHG Protocol. We've also extended our Scope 3
emissions reporting in order to provide a more
holistic and comparable picture of the carbon
footprint of our business and our supply chain.
Pod Point’s direct GHGs are a small proportion
of the total, so it was important to include
all three Scopes in our disclosure this year
to represent our supply chain risk. Our GHG
metrics can be found on page 41.
We are reducing our direct emissions by moving
our fleet to electric with a target of having
95% of our fleet as BEV or REX by 2024. We
consider this to be a relevant target for our
business and therefore included it as part of
our remuneration plan within the performance
conditions for the 2022 LTIP award.
In monitoring our supply chain sustainability
risk, our Scope 3 emissions data highlighted
the top suppliers by emissions, enabling us to
engage with the top two during 2022 on their
sustainability goals and metrics. We will extend
this out to the remainder of our top ten suppliers
during 2023. We also reviewed our supplier
onboarding processes requiring any new
suppliers to meet our environmental standards
(for example, by having certifications such as
ISO 14001, ISO 50001, SA 8000, etc. or set SBTs or
similar targets).
Going forward, we’ll be working with existing
suppliers to ensure that they also meet
these standards. In building our data on
the environmental performance of our
suppliers we will look to incorporate relevant
metrics and targets to monitor and improve
their performance.
Our product lifecycle assessment will help us to
determine where action is required to reduce
the environmental impact of our products, and
metrics and targets will flow from that data,
once it is available.
As described earlier on pages 34 to 43 and in
our climate-related material risks on page 48,
GHG emissions are one of the key metrics used
across the business due to its relevance to our
business and ease of comparability. Beyond
GHG emissions, we look at energy and fuel
used in our operations and by our suppliers, as
key to managing climate risk across our supply
chain. In 2023, we plan to expand these metrics
to include waste. As our business is not water or
land use intensive, we don’t currently consider
these factors to be relevant metrics for inclusion
in our supply chain risk management.
Metrics and targets
Environmental, Social & Governance
continued
TCFD disclosure
continued
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
52
Pod Point exists to help accelerate the
decarbonisation of transport, so we must
balance the carbon from our operations
and value chain with the positive impact on
decarbonisation that we deliver. We're not an
energy-intensive business, so the carbon price
associated with our production process isn’t
material in the wider scheme of what we’re
delivering. Furthermore, we're not currently
subject to direct carbon taxes or emissions
trading schemes. As described on pages 34 to
43, our focus is on reducing of GHG emissions
across our operations and our value chain.
While we don't currently consider internal
carbon pricing to be a relevant metric for us
– and therefore don't have data to disclose –
we will continue to keep this under review in
the future.
Having considered the TCFD all-sector guidance
including Tables A1.1 and A1.2, as well as Table
A2.1, we regard the metrics we currently use as
the most relevant.
Further details on the range of metrics we use
to assess our impact on the environment can
be found on pages 34 to 43.
Setting targets
Studies by CDP have shown that less than 1%
of almost 19,000 companies who submitted
climate disclosures in 2022 have credible
transition plans for reaching their net zero 2050
targets. This is not an acceptable approach
for Pod Point. As described on pages 34
to 43, during 2023 we're going to focus on
developing our data collection and reporting
lines across relevant metrics, improving our
ability to monitor trends and draw conclusions.
This initiative will provide the foundations to
set robust and meaningful targets as part of
a credible plan around GHG reduction and
non-GHG metrics in line with our vision and
the UK Government-led transition to a low
carbon economy. We believe this is a proper
and sustainable approach to target-setting and
net zero plan development, and we encourage
other companies to follow our lead.
We look forward to including relevant details
of our progress towards these objectives in our
next Annual Report.
In the meantime, we are continuing to work
towards our 2024 target of 95% of our fleet
being electric as BEV or REX and have reached
81% in 2022.
Environmental, Social & Governance
continued
TCFD disclosure
continued
53
Strategic Report
Governance
Financials
Environmental, Social & Governance
continued
People are central
to our success
Social responsibility
We aim to attract, engage
and retain the most talented
diverse group of people
who are passionate about
achieving our vision and
making real change to
the world.
The value we delivered
in 2022
•
Recruited 219 new Pod Pointers, including
79 in the Technical Team
•
Hosted a full Company Residential in
June 2022
•
Continued to be a remote-first organisation
with hybrid working practices, with 15 of our
colleagues working outside the UK
•
Introduced HR business partnering to support
our line managers
•
Continued our diversity and wellbeing
taskforce focus
Our priorities for 2023
•
Launch our new Employee Value Proposition
•
Focus on more internal succession through
development planning
•
Introduce a new employee engagement
system
•
Further improve communication across
Pod Point
Our values
Our business is powered by its people and
our values are a key part of what we call
‘Pod Pointiness’ – a combination of our people
being talented in their chosen fields, caring
about our vision, aligning to our values, and also
all the little quirks that make us all unique.
We know that we all have different talents,
interests, likes and dislikes, passions and
obsessions, and so we all bring something a
little bit different to the table, chargepointed by
our vision and exemplifying our core values –
human, industrious, guiding and visionary.
Pod Point
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54
536
Pod Pointers in
our team
79
new members of
our Tech team
Our business is built on the
skills and commitment of our
people to make a difference
to the society in which we
all live. Throughout 2022,
we focused on attracting,
engaging and retaining
passionate individuals
committed to helping us
achieve our mission.
Attracting passionate people
During 2022 we recruited an additional 219
employees, taking our total team to 536 Pod
Pointers. We continue to interview based on a
culture-first approach, with a cultural interview
preceding any technical interviews, to ensure we
attract people who are driven by our mission.
We focused heavily on growing our Technical
Team, supporting our IPO aspirations to
scale our software capability – of the 219 new
Pod Pointers recruited, 79 were new tech talent.
Investing in our people
Social responsibility
continued
Be your whole
self at work
We celebrate individuality
and the things that make
you, you.
It's what defines
Pod Pointiness and makes
this a great place to be,
somewhere you can be
the real you. We champion
differences, respect others
and have fun!
Succeed
your way
To help us achieve
our mission to put a
chargepoint everywhere
you park,
we’ve created
a workplace where you
can be at your best
. We’ll
give you the tools and the
environment you need to
succeed your way.
Driven by
purpose
Every Pod Pointer
believes that travel
shouldn't damage the
earth.
It's why we get out
of bed in the morning,
driving us to grow, learn
and develop as people
and as a business.
Powered by people
Environmental, Social & Governance
continued
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Engaging our people
We continued to operate as a remote-first
Company through 2022. We have built our
culture on allowing our people to work from
wherever they feel most productive. Our team
primarily work from home, and we also provide
an office location in London for those who wish
to work there, some or all of the time, or meet
up with their team socially. We also have a
number of individuals who work internationally.
We continue to encourage our team to work
in the way that works best for them, but also
acknowledge that we need to provide a healthy
support network for home working.
We assess the productivity of our teams on an
ongoing basis. Our line managers set objectives
for each individual, which are then reviewed
regularly to ensure individual performance
meets the requirements of the role, and
collectively meets the team targets.
During the year, we conducted our third Annual
Engagement Survey with a response rate of
52.2% across the Group, which was lower than
in previous years. People strongly believe in and
are inspired by our vision and mission and feel
a sense of belonging – findings that reflect our
mission-driven business and focus on Diversity,
Equality and Inclusion. For the first time we
included an ENPS score in the survey, which at
a corporate level was 7, but was as high as 30
in our Tech Team. Our team told us that they
needed better communication and engagement
in 2023. In response we've developed a broad
plan of measures including more regular team
meetings, quarterly leadership briefings, and
quarterly engagement pulse surveys using
a new engagement system that allows us to
ask more questions and better analyse the
responses. We're also launching an employee
intranet to ensure everyone can access all
relevant information easily, which is really
important for a remote-first Company.
In June 2022 we ran our first Pod Point
Residential event. This was an opportunity for
our whole team to get together for the first time
since Covid struck. In many cases, employees
had been recruited remotely and had never
met in person, so this allowed everyone to get
together, relax and build relationships with their
own teams, and across functions.
Held at the Tobacco Docks in London, the
Residential provided an exciting agenda of
external speakers, social activities and team-
building sessions, over two days. We structured
the event to focus on three key themes,
which we believe are critical in our Company:
environment, diversity, and wellbeing, with
external speakers across each theme.
With a keynote speech from Baroness
Worthington, and inspiring speeches on climate
change, neurodiversity, racial diversity and
allyship, as well as nutrition and mental health,
our teams gained plenty of new insights from
passionate experts. The event also included
lots of fun social activities to ensure everyone
interacted, from coffee tasting and meditation
to sign language and African drumming.
The second day of the event explored how we
continue to focus on each of the three themes
at a Company level, and then examined how
each team could make improvements in their
daily work.
With almost 80% of all staff attending the
event and a satisfaction score of 91%, we’re
very proud that our first Residential event
had a really positive impact on our team, and
embedded the focus on our vision, as well as
our priorities around diversity and inclusion,
and the wellbeing of everybody at Pod Point.
Retaining our highly-talented team
To ensure we retain our team, we believe we
need to help people succeed in their own way.
We empower our people to work in the way
that works best for them, and we support the
environment they need to do so.
For example, we continue to provide support
to set up workspaces at home to suit individual
needs through an assessment with Worklife
Ergonomics. We’ve also refurbished our London
office to provide a more effective co-working
space – and 15 of our Pod Pointers are now
working internationally full-time.
Training and development continues to be an
important focus. We’ve supported external
qualifications for installers and finance and
project management, and delivered further
modules of our in-house leadership training
to our 80 line managers. We also continue to
provide functional training for all our teams
to enable them to develop their careers at
Pod Point.
In 2022 we enabled 109 internal promotions
across our teams. This was achieved through
the introduction of HR business partnering,
which supports line managers to better lead
their teams and plan their progress through
the Company.
We also believe that learning is wider than job-
specific training, and that staying curious and
eager for new knowledge is vital. Accordingly,
we therefore continued to operate our Pod
Point Academy throughout 2022. Through the
Academy, a monthly speaker addresses the
whole team remotely, and during the year we
heard from a Holocaust survivor, the CEO of
Energy UK, our own LGBTQ+ group, and our
own female Board members, who shared their
experiences of women in leadership.
Residential 2022
Great venue, very
interesting and
engaging activities.
Insightful talks
and just fantastic
to meet people in
person and spend
time chatting and
hanging out.
Overall everything
was just great, so
couldn’t be prouder
to work here, where
the workforce is also
a priority.
Social responsibility
continued
Environmental, Social & Governance
continued
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To help our people do their best work, we also
continued our investment into mental health
first aider training as well as Spectrum.life,
which provides 24/7 online support for our team.
Although we are not accredited by the Living
Wage Foundation, paying our people a living
wage is important to us. As a remote-first
business, we enable our people to be flexible
in the way they work and we do not stipulate
working hours in our employment contracts.
We therefore pay a living wage based on an
assumption of hours worked.
We recognise that a rapidly growing business
like Pod Point needs to recruit new team
members at a significant rate, and that there
will be an increase in attrition, despite our best
efforts. Remote working does not suit everyone
and we recognise that more is required of us,
having seen an increase in attrition in 2022 to
21.8% (2021: 15.09%). Actions have been planned
following the engagement survey results, to try
to combat the increase.
Diversity and inclusion
As expressed by our equality policy, we’re fully
committed to the fair and equal treatment of
all employees and job applicants irrespective of
their age, race, sex, disability, sexual orientation,
religion or belief. This covers all aspects of an
employee’s working arrangements including
training, career progression and promotion.
We fundamentally believe that diversity is
essential to the health of our team and our
business. In order to achieve our mission,
we need to engage and inspire everyone, and in
order to understand all viewpoints, we need to
have a great diversity of Pod Pointers working in
the Company. Our Diversity Taskforce focuses
on how we can attract and engage a more
diverse set of Pod Pointers as we grow – and
we’ve held a number of awareness sessions
to promote our differences through what we
call our Pod Point Academy. Additionally, we’re
now a member of the Tech Talent Charter, in line
with our commitment to driving diversity in our
technology roles.
Being a Pod Pointer is about belonging.
We’ve continued to focus on keeping our team
feeling included and able to bring their whole
selves to work. Our ongoing focus on diversity,
equality and inclusion was reflected at our Pod
Point Residential, where diversity was a key
theme, and in our virtual social calendar, with
celebrations of Black History Month and Pride,
which were well supported.
We remain committed to providing all
Pod Pointers with the opportunity to develop
and advance, which includes giving full
and fair consideration to all employment
applications from disabled people. In the event
of employees becoming disabled, we make
every effort to ensure that the training, career
development and promotion opportunities
available are, as far as possible, identical to
those of non-disabled employees. To support
our commitment to recruiting, retaining
and developing disabled employees, we’ve
applied for accreditation through the Disability
Confident scheme.
91
%
employee satisfaction for
our first Residential
Social responsibility
continued
Environmental, Social & Governance
continued
Men
Women
Total
No.
%
No.
%
No.
%
Group Board
6
60%
4
40%
10
100%
Senior Management Team (SMT)
4
67%
2
33%
6
100%
Direct reports of SMT
15
75%
5
25%
20
100%
Other employees
343
68%
161
32%
504
100%
Total
368
68%
172
32%
540*
100%
*
540 differs to 536 Group employees stated elsewhere, as Non-Executive Directors are not employees of the
Group and the table excludes employees who identify as non-binary or gender is not known.
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Environmental, Social & Governance
continued
Women 30.73%
Men 68.82%
Non-binary 0.45%
Minorities 7.79%
White 48.17%
Prefer not to say 8.26%
Not completed 35.78%
LGBTQ+ 3.21%
Heterosexual 53.67%
Prefer not to say 7.79%
Not completed 35.33%
Religious 16.98%
Not religious 36.24%
Prefer not to say 11%
Not completed 35.78%
Gender
Sexual orientation
Ethnicity
Religion
Excluding the Board, the ratio of women to
men in our workforce is 30.9% (2021: 30.8%).
Our gender pay gap report can be found
on the Pod Point website.
In order to determine whether our recruitment
processes are encouraging diversity, we
have sought to collect diversity data of those
recruited in 2022, although completion of the
data is voluntary.
Further information on diversity can be
found on pages 88 and 89.
Social responsibility
continued
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2023 will see the launch of our new Employee
Value Proposition (EVP) to support our
recruitment efforts. The EVP focuses on
three themes:
•
Driven by purpose
•
Succeed your way
•
Bring your whole self to work
We’ll be reviewing our processes and support
to ensure that the EVP runs through everything
we provide, not just for new recruits, but also
for our current team.
In addition, we’ll strengthen our focus on
development planning for all Pod Pointers, to
drive more internal promotions through 2023.
We’re also going to launch a new engagement
system to help the analysis of our pulse
engagement surveys. It is essential that we
listen to our team and then action the feedback
on how we can improve – and we're committed
to doing so.
Our plans for 2023
In the year ahead, we’ll continue to focus on recruitment
and plan to attract around 160 new team members to
join our mission. To drive diversity through the recruitment
process, we’ll use our new talent acquisition software
to highlight any steps where we need improvement to
reduce bias.
In 2022 our team told us
that they needed more
communication while working
remotely. So in 2023, we’ll launch
an intranet where our teams can
find all the information they need
on Company policies, processes,
and team briefings.
Social responsibility
continued
Environmental, Social & Governance
continued
The year will also see us plan the
launch of our community Pod Point
brand. This will take the values of
our business out to our communities.
We’ll be focusing on education and
how we can interest young people in
our mission – working with universities,
schools and charities to not only educate,
but also provide opportunities to work
within our industry.
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59
zero
Reportable accidents in
2022
Our plans for 2023
During the year ahead we’ll continue to
improve our approach to health and safety.
As the business grows, we’ll focus on the
following areas:
•
Working with the Business Unit Heads
to determine reporting and support
arrangements
•
Rolling out manual handling training
to all field operatives
•
Introducing installation risk management
for domestic project managers
•
Reviewing the role of occupational health
in managing absence and ongoing
health management
•
Carrying out data-driven assessment
of project management practices
Health and safety
Our approach to health and safety continues
to keep our vision at the heart of everything
we do: travel shouldn’t damage the earth and
we cannot harm anyone during the course
of our work.
Our aim is to support employees and help
them work in the safest way possible, at all
times and throughout all decision-making
processes. To achieve this, we focus on ensuring
that competency in every role is established,
aided by a robust management structure with
room for dynamic, adaptable processes/risk
assessment. This ensures that safe decisions
can be made and any unexpected situations or
hazards can be managed as quickly, but also
as safely, as possible.
We conduct site visits for both quality assurance
and health and safety purposes. During the
year, we improved incident reporting by
introducing a new incident management
plan and serious incident management plan
– so as the Company grows, clear guidance
and process is in place for everyone. This is
complemented by an incident report template
to support the recording, investigation and
follow up of lessons learned or changes to be
implemented for more significant incidents
that may require it.
We’ve also carried out a number of other
improvements to our health and safety
approach during the year, including:
•
Improving tactical and operational practices
to reduce risk and improve efficiency in
commercial contract management
Social responsibility
continued
Environmental, Social & Governance
continued
•
Undertaking deeper long-term analysis
of incident data with initial focus on RCBO
(Residual Current Breaker with Overcurrent)
failure data
•
Updating and improving RAMS (Risk
Assessments and Method Statements)
for surveyors and maintenance jobs
•
Recruiting a Health & Safety Assistant to
provide greater resource to the management
of health and safety
RIDDOR reportable accidents during the year
were zero (2021: 0)
First aid and injury incidents
Manual Handling 47%
Tooling 23%
Slip/trip/fall 13%
Other 17%
As a result of such a high proportion of manual
handling injuries, we created training with
Worklife Ergonomics, a specialist consultancy,
which was tailored to the work our installers
undertake. While tooling injuries included
tool breakage, another cause was drilling
in an awkward position and this has been
incorporated in our manual handling training.
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The vision, mission, purpose
and values of Pod Point
are front and centre in our
organisational DNA.
Doing business responsibly, in an appropriate
and compliant manner, ensures the long-
term sustainability of our business for all our
stakeholders. Our teams are aligned with
our values and culture and know what is
expected of them – they know that they can
bring concerns to leaders and that they will
be listened to.
Compliance is the minimum acceptable
standard at Pod Point, and we’ve established a
clear commitment to ensuring that our business
activities are conducted in accordance with all
applicable laws and regulations.
Acting ethically
At Pod Point, we’re committed to conducting
business in an ethical and honest manner.
We maintain a framework of policies, which
operate across the business, to ensure that all
employees understand the expectations that
come with working at Pod Point. Policy owners
are responsible for ensuring that policies
remain relevant, identifying and addressing new
policy areas and advising on implementation
and monitoring.
New employees are required to read and
complete training on key policies, and updates
are communicated across the Company so that
everybody reviews relevant policies at regular
intervals. Training on financial crime, including
anti-bribery and corruption, is provided to
relevant employees through a third-party
e-learning platform.
Governance of ESG
ESG is at the heart of why Pod Point was
founded – and it’s embedded within our
governance framework. This ensures that
everything we’re working on is not only
aligned to our strategy but also reflects
the issues that matter the most to all our
stakeholders, including our people, our
investors, the environment and society at
large. The framework ensures that progress
can be tracked and monitored on a regular
basis and that stakeholder feedback can be
actively addressed.
During the year, the Board established an
ESG Committee chaired by Dr Margaret Amos,
who is also Audit & Risk Committee Chair. The
ESG Committee is responsible for overseeing
our ESG strategy, and for monitoring our
progress against climate-related goals and
targets. The Board has approved the ESG
Committee’s terms of reference, covering all
elements of its ownership of ESG including the
relevant disclosures.
In particular, the ESG Committee is charged with
ensuring that when defining and implementing
the Company’s ESG strategy and action plan,
due consideration is given to applicable laws
and regulations including the UK Corporate
Governance Code, the general duties of the
Directors set out in the Companies Act 2006,
and the requirements of the Listing Rules as well
as the agreed terms of reference for the ESG
Committee. In doing so, the ESG Committee has
had regard for the promotion of the success of
the Company for the benefit of its members as
a whole as part of the Directors’ duties set out
in s.172 of the Companies Act 2006. For further
details please see page 75.
The ESG Committee met three times in 2022,
and reports as a standing agenda item to
the Board. Thereafter, the Board assumes
ultimate responsibility for ensuring that ESG
and, in particular, climate-related matters, are
considered as the Company’s strategy and
opportunities are defined, including in relation to
setting the Company’s performance objectives.
Acting responsibly
Governance
Environmental, Social & Governance
continued
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Reporting
Information
R
R
I
R
R
R
R
During the year, we also formed an ESG Working
Group – an Executive Group chaired by our
Group General Counsel and attended by various
senior employees, including the CEO, CFO and
Head of Sustainability. While the ESG Committee
provides strategic oversight, the majority of
activity is now delegated to the ESG Working
Group, which is responsible for the practical
implementation of our ESG activities. The ESG
Working Group reports to the ESG Committee
which in turn reports back to the Board.
The Group coordinates the execution of our
key ESG initiatives and ensures information
flows between the ESG Committee and
management. The Chair of the ESG Committee
is an observer at meetings of the ESG Working
Group. The group meets at least quarterly to
monitor and track progress against the ESG
Working Programme and to support the Senior
Management Team on ESG-related matters
– such as assessing climate-related risks as
part of our Risk Management Process, further
details of which can be found on page 64.
In addition, we created a dedicated
Sustainability Team in 2022 and have appointed
a Head of Sustainability who reports into and is
accountable to the Senior Management Team.
The Sustainability Team has a clear brief: to
accurately measure the carbon intensity of
certain of our products and services; to provide
the tools to the business to allow carbon
intensity to be considered in all decision-making;
and to help define and monitor the other key
environmental and sustainability targets we set
as part of our sustainability strategy.
Further details of our governance structure can
be found on page 87.
Governance
continued
Environmental, Social & Governance
continued
Reporting and information flows
Board
committees
ESG Committee
•
Oversees the embedding of
the Group’s ESG strategy,
climate, environment, culture
and community involvement,
on behalf of the Board
•
Reviews key metrics and targets
including shareholder reporting
on climate and ESG
•
Oversees the Group’s ongoing
commitment relating to TCFD
Audit & Risk Committee
•
Supports the ESG strategy by
ensuring the risks including
climate-related risks and
opportunities are effectively
managed
•
Oversees the Group’s financial
statements and non-financial
disclosures, including ESG and
climate-related disclosures
•
Oversees whistleblowing
programme
Remuneration Committee
•
Supports the ESG strategy
through alignment of the Group’s
incentive plan to external ESG
targets
Management
groups
ESG Working Group
•
Works on detailed environment,
climate, societal/community
and engagement elements
of strategy
•
Reviews data collection and
reports
•
Oversees implementation of
specific TCFD/ESG programmes
•
Coordinates the evaluation of
ESG and climate-related risks
Senior Management Team
•
Responsible for overall risk
management framework
•
Responsible for the preparation
of Pod Point’s corporate reporting
•
Maintenance of the system of
internal controls
•
Accountable to Board for ESG
strategy and KPIs and targets
Pod Point Group
Holdings plc Board
•
Oversees all aspects of ESG,
including climate, environment,
culture and community
involvement
•
Ultimate responsibility for
determining strategy and
prioritisation of key focus areas
•
Ensures the Group maintains
an effective risk management
framework, including over
climate-related risks and
opportunities
•
Approval of Annual Report
disclosures on climate and ESG
•
Oversight of culture and values
•
Provides rigorous challenge
to management on progress
against goals and targets
R
R
R
R
R
I
I
I
I
R
R
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Responsible and sustainable
supply chain
During the year, we developed a more robust
supplier selection process to ensure that we
engage with suppliers that have governance
structures, business policies and standards
that are aligned with and complement our own.
When dealing with suppliers we:
•
Undertake a supplier onboarding review
to ensure that all suppliers meet our initial
requirements covering quality, ethics, human
rights, sustainability and data
•
Request formalised bids or tenders, seek
proposals from a number of suppliers and
conduct negotiations with potential suppliers
dependent upon the value of the award
•
Require minimum levels of certification/
accreditation to be maintained and regular
reporting on supply chain monitoring
and diligence
•
Ensure that tenders are conducted according
to strict ethical guidelines
We constantly monitor the performance of
our suppliers to ensure that we always get
the best from them and to encourage the
ongoing development of the relationship.
This is maintained by:
•
Conducting quarterly reviews with our
strategic suppliers, driving collaboration
and continuous improvement
•
Ensuring that all suppliers have key contacts
at Pod Point, together with escalation paths
to maintain open and honest communication
•
Monthly metric sharing
•
Quality audits
Available on our website, our modern slavery
statement demonstrates our approach to
protecting human rights and preventing
modern slavery across our business and supply
chain. It demonstrates our progress across
all of our supplier base, both production and
non-production, plus plans to ensure we have
relevant monitoring solutions in place, giving
us confidence that we are working with the
right suppliers.
Governance
continued
Environmental, Social & Governance
continued
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Risk management
Risk
management
Effective risk management is essential to the
achievement of our strategic objectives and
driving sustainable business growth.
We aim to maintain an appropriate balance between protecting the Company
against specific risks and encouraging the appropriate and monitored risk-taking
and innovation that allows us to take advantage of business opportunities.
Our approach to risk management has always been an integral part of our overall
governance and management approach, and is centred around identification,
assessment, monitoring and management of risk.
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Risk management
continued
Responsibility for risk
With respect to risk, we believe the role played
by our operational teams and management
is just as important as the role played by the
Senior Management Team, the Audit & Risk
Committee and the Board. While the Board
has overall responsibility for the management
of risks, it is our open culture of ownership and
responsibility for the governance of risk that
sets the tone across the business.
Risk identification
Our approach to risk combines a top-down
strategic view that meshes with a bottom-up
reporting and escalation culture. It is critical to
empower our people to speak up and to provide
the right conditions for risk identification,
discussion and escalation. The strategic view
involves assessing our external environment
in order to evaluate the risks to which we are
comfortable being exposed, as we pursue our
performance objectives – our risk appetite.
The bottom-up reporting culture allows for the
identification, management and monitoring of
risks in each area of the business, thus ensuring
that risk management is embedded in our
everyday operations.
Once identified, the management, tracking
and control of risks is provided through our
risk register, which in turn helps us to steer the
strategy of the business.
Risk measurement and tracking
We developed our risk register so that the key
risks we identify can be scored, with actions
taken to mitigate and control them tracked and
monitored. The risk register was established
during the IPO process and is owned and
developed by the Senior Management Team.
The risk register sets out the key strategic and
climate-related risks identified by the Senior
Management Team plus those risks identified in
each of our business segments and functions.
The risk register assigns an owner to each risk,
together with an assessment of the impact
and likelihood of occurrence. It scores the risk
in two ways: on an inherent unmitigated basis;
and on a mitigated basis having taken account
of internal controls and appropriate steps
being taken to minimise impact or reduce the
likelihood of occurrence. The register also keeps
a record of actions to be undertaken in the
future to further mitigate the impact of the risk.
The risk register helps to identify the actions
required going forward to:
•
ensure greater consistency of controls across
the business
•
consider the need for additional controls or
a change to current systems and processes
•
protect the business from unexpected events
•
improve the efficiency and effectiveness
of financial and operational systems and
processes
Tracking principal risks and
uncertainties
In the second half of the year, we developed
a new methodology in order to track the
changing risk profile of our principal risks and
uncertainties. Five “indicator risks” from our risk
register have now been assigned to each of our
principal risks and uncertainties. The indicator
risks have been identified by our Senior
Management Team and selected because they
are most closely related to (and contribute
towards) the relevant principal risks. As part of
our quarterly risk review process, we aggregate
the risk scorings for the indicator risks assigned
to each principal risk – giving us an overall risk
score for each principal risk, which is tracked
quarterly to highlight assessment trends. This
is a useful data point that helps our Senior
Management Team and Board monitor the
evolution of our principal risks and uncertainties.
Our Senior Management Team can also replace
the indicator risks at any time if they become less
relevant compared to others, including any new
risks added to the register from time to time.
In the diagram on page 67, we show the current
risk scoring for each of our principal risks and
uncertainties arising from our latest review.
Risk management and monitoring
Performance monitoring of risk management
activity must ensure that the treatment of
risks remains effective and that the benefits of
implementing risk control measures outweigh
the costs of doing so. Performance monitoring is
a continual review not only of the whole process,
but also of individual risks or projects and of
the benefits gained from implementing control
measures. For the year ended 31st December
2022, the Board considered that our risk
management processes remained effective.
Our process for managing risk is:
(i)
Identify realistic risks
This involves looking externally at the
market, and internally at financial and
business operations, to establish the events
and trends that could impact us. This is an
ongoing activity as part of daily
engagement between management and
teams across the business. As part of our
quarterly strategic review, our Senior
Management Team dedicates time to
reviewing and updating our assessment of
existing risks tracked on our risk register
and our principal risks and uncertainties, as
well as horizon scanning for emerging risks
that may impact us in the future.
(ii)
Analyse their potential impact and
likelihood
For all risks identified, we assess the
likelihood of their occurrence and the
potential consequence or impact of that
occurrence on both an inherent
(unmitigated) and a mitigated basis, after
having accounted for appropriate steps
being taken to control, monitor and minimise
their impact.
(iii)
Score risks to prioritise their management
The likelihood and impact of each risk on
business performance is calculated in order
to score each risk and enable prioritisation
of resources towards actions recorded on
the risk register. We also use these scores to
calculate our overall scoring for each of our
principal risks and uncertainties as
described above.
(iv)
Address risks to minimise their impact
Once scored, we establish which risks are
considered acceptable and which need to
be further addressed. For acceptable risks,
appropriate mitigation steps are assigned
for implementation and tracking. For
unacceptable risks, strategies are
developed to avoid them to the extent
possible and plans made so that the
business is ready to deal with them and
minimise their impact should they occur.
The outcome of this step is a prioritised list
of risks and actions which the business can
act upon and allocate resources towards.
(v)
Continually monitor the situation
We continually check for risks occurring,
new risks emerging and changes in the
assessment of existing risks in order that
these can be reviewed and dealt with
competently. The risk register is reviewed
on an ongoing basis by the Senior
Management Team, with a formal quarterly
update and on a biannual basis by the
Board, with the Audit & Risk Committee
conducting an in-depth annual review.
Our risk management framework and internal
control environment can be seen on page 66.
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Our risk management framework and internal control environment
Overall responsibility for the Group's strategy and risk management
Determines risk appetite in line with Group strategy and
approves the Group's risk management framework
Approves the annual budget and three-year plan
Board
Monitors and reviews material
safety, health, environment
and other sustainable
development risks, including
climate-related risks
and opportunities
ESG Committee
Works closely with the Senior
Management Team with
respect to identification of
climate-related risks and
the implementation and
oversight of strategies for
management and mitigation
of climate-related risks across
the business
Sustainability Team
Formulates risk management policies in terms of the approved
risk management framework to ensure risks are managed
within accepted tolerance levels
Assesses and monitors risks on an ongoing basis
Senior Management Team
Reviews and monitors
the adequacy and
effectiveness of the Group's
internal control and risk
management processes
Ongoing review of the
principal risks through the
course of the year
Approves the annual
internal audit plan
Audit & Risk Committee
Responsible for identification
of existing and emerging
risks in relation to their
functional area. Responsible
and accountable for
implementation of strategies
to manage and mitigate
business risks in the relevant
functional area
Group functions
External audit
External assurance
is provided through
external audit which is
design to detect material
irregularities that impact
the financial statements
Internal audit
The Group has a third-party
internal audit function, which
reports directly to the Audit &
Risk Committee
Risk management
continued
Changes to principal risks
During 2022 – our first year as a public
company – we focused on developing and
enhancing our understanding of our risk
management process, while also reacting to
risks as they evolved within the business and
externally as a result of a changing regulatory
and macroeconomic landscape. Our principal
risks and uncertainties are mostly long-term
in nature and have largely remained the same
as those reported in our 2021 Annual Report.
However, we made some changes in 2022:
•
No longer reliant on a single manufacturer:
In May 2022, we onboarded and ramped
production with Celestica, a global leader in
manufacturing and supply chain solutions, to
manufacture some of our AC EV chargepoint
product range. The addition of Celestica,
together with our incumbent suppliers, meant
that our reliance on a single manufacturer
was reduced – so this risk has been mitigated
to the extent that it has been removed as a
principal risk. Nonetheless, we continue to
pursue greater resilience and flexibility across
our supply chain
•
Delays to product development due to
supply chain challenges:
Global supply
chain challenges and component cost
increases in the first half of the year
required us to direct product development
resources towards redesigning our existing
products. The aim was to facilitate greater
component flexibility and to protect margins
against cost inflation to the extent possible.
Concentrating on our supply chain resilience
has mitigated our exposure to market-
wide supply and production disruption and
enabled us to continue to meet customer
demand during challenging global
macroeconomic conditions. As a result, new
technology developments and innovation
were delayed affecting the roll out of new
products against our anticipated roadmap.
However, during the year, we accelerated
recruitment and restructured the product
development function, adding significant
experience and capability. We also extended
the product management function and
created a new programme management
office, adding control and governance to our
processes. In 2023, we will return our focus
to driving progress on new product designs
and innovation
•
Dependency on the continuing adoption of
and demand for EVs:
As recognised on page
23, the growth of the EV market slowed
markedly in the second half, crystallising the
impact of this risk for the Company. 2022
SMMT data demonstrated a deceleration in
PiV registrations as component shortages
restricted EV production and increased
delivery lead times to the UK. The result
was a delay to EV demand during the
year, which in turn slowed demand for EV
chargepoints. We expect the supply chain
and macroeconomic issues driving the
impact of this risk to continue but to ease
through 2023 with an ongoing impact on the
supply of new vehicles, as seen by currently
extended lead times. However, in the longer
term, the Company expects the UK to return
to rapid growth in PiV registrations as the
supply chain restrictions ease and general
economic conditions recover
•
Ongoing and potential future disruptions
to the global supply chain:
As recognised
on pages 18 and 19, rising component costs
and other supply chain delays and disruption
(resulting in higher costs from spot buying
and additional brokerage costs) impacted
margin and adjusted EBITDA performance
in 2022. While supply chain conditions are
expected to ease, they are not expected
to improve materially in 2023 and further
disruption remains possible in light of the
conflict in Ukraine and ongoing supply chain
disruption in China. Notwithstanding the
mitigating effects of building resilience in
Our principal risks
continued
Pod Point
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our supply chain during 2022 and a reduction
in the need to carry out spot component
sourcing, this remains a key risk. We are
closely monitoring the situation and have a
number of targeted mitigating actions in place
Climate-related risks
As a purpose-driven Company that exists
to reduce the environmental impact of
travel on the planet, climate change and the
implications of climate-related risks on our
business are important factors which we
carefully monitor and assess. In 2022, we
integrated climate-related risk assessment
as an explicit requirement into our risk
management processes enabling a deeper,
structured analysis of climate-related risks
that is consistent and proportionate to all
risks affecting the Company. In doing so,
climate-related risks are subject to the same
governance, review process and management
attention as other risks recorded on our risk
register. We identify, score and prioritise
climate-related risks in the same way as we do
for all other risks, by considering the impact and
likelihood of their occurrence. As the timeframes
for occurrence of climate-related risks tend to
be longer than for other risks, we have factored
this into our assessment by looking at their
short, medium and long-term impact, and
prioritising accordingly. We also consider the
mitigating actions we can take in respect of
each of these risks.
Risk management
continued
The Board has carried out a robust assessment
of the Company’s emerging and principal
risks. Below we set out the Board’s view of the
principal risks facing Pod Point, along with
examples of how they might impact us and
an explanation of how they are managed or
mitigated. An explanation of how the Company
manages financial risks is also provided in note
24 to the financial statements.
We recognise that Pod Point is exposed to
risks wider than those listed; however we have
disclosed those that we believe are likely to have
the greatest impact on our ability to deliver our
strategic objectives.
Following this review, climate-related risks
have been identified that may affect the
business and/or may contribute towards
some of our principal risks and these are
summarised in more detail on page 48.
While climate-related risks are not currently
recognised as posing a principal risk to the
Company, given the significance of climate
change to our mission, the Board and the
Senior Management Team continue to review
the potential impact of climate change on the
Group and its stakeholders. This review takes
place both internally, on such matters as our
strategy, products and services and operational
measures, and also externally, for example on
matters including customer behaviour, market/
industry developments and regulatory change.
On page 45, we have included our first report in
line with recommendations from the Task Force
on Climate-related Financial Disclosures (TCFD),
against the four TCFD pillars of governance,
strategy, risk management and metrics
and targets. Our analysis as part of our risk
management process has been at the centre of
the identification of our priority climate-related
risks and opportunities set out in our TCFD
section. We will continue to revisit this as we
undertake further analysis during 2023.
Risk appetite and tolerances
We recognise the need for informed risk-taking
in order to deliver sustainable and profitable
business growth. During 2023, we intend to
overlay an assessment of the Company’s risk
appetite and set appropriate tolerances across
our risk management process. This will inform
our strategic decisions and further enhance the
value of our risk and control framework.
Our principal risks
continued
Our principal risks
Growth correlated to adoption and demand
for PiVs
Competition affects market share and profitability
Delays to product development caused by supply
chain challenges
Disruption caused by global supply chain
Uncertain regulatory change
Health and safety risks
Defects in our technology
Deteriorating economic conditions in UK
Cyber attack disrupting network and IT systems
Key talent attraction and retention
LIKELIHOOD
IMPACT
10
Illustration above reflects our risk assessment having taken into account mitigating actions being undertaken by Pod Point.
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67
Risk management
continued
1. Our growth and success is highly correlated with, and thus dependent upon, the continuing adoption of and demand for EVs
Risk
Mitigation
The market for EVs is fast-growing but relatively new. It’s continuously evolving and is characterised
by changing technologies, price competition, additional competitors, evolving government regulation
and industry standards, frequent new vehicle announcements and changing consumer demand and
behaviour. Although demand for EVs has grown in recent years in the UK, with a significant uptick
in 2021, there is no guarantee of continuing future demand. Slower sales of EVs may result in lower
demand for charging equipment, thereby impacting Pod Point’s sales. A slower than anticipated
increase, or even a decrease, in the sales of EVs in the UK could have a material adverse effect on
our business, financial condition, results of operations and prospects. In FY22, we saw the effect of
component shortages and macroeconomic conditions on the supply of EVs into the UK. The result of
the long lead times was a delay to EV demand which in turn had a negative impact on the demand
for EV chargepoints.
In addition, the demand for EVs and public charging infrastructure varies across the UK, and it
remains to be seen whether a rollout of public charging infrastructure can be successful in areas
with lower concentrations of individuals driving EVs and therefore reduced usage demand.
As we reported in our Trading Update in November last year, growth in PiV registrations slowed
markedly in the second half of 2022 driven by supply chain challenges causing reduced EV deliveries
into the UK. This is a live risk that we are monitoring and the outlook for 2023 remains difficult to
predict, albeit in the longer term we expect the UK to return to rapid growth in PiV registrations as
the supply chain restrictions ease and general economy recovers.
We continually monitor the EV market and discuss likely sales volumes and timings with automotive
EV OEMs. Our install capability uses high levels of third-party sub-contractors to help us effectively
manage variations in the pace of growth.
We monitor, and actively engage with, the development of government regulation and policy
affecting demand for EVs in the UK. In doing so, we try to ensure that government and regulators
(such as the CMA) have real and current data on which to base their decisions, plus it gives us
insights into future regulatory and policy changes so that we may adjust our strategy accordingly.
We monitor and assess usage of the charging infrastructure across both our owned asset charging
network and the network we manage on behalf of our customers. Usage patterns then inform our
investment decisions and the information we provide to customers when we are advising them on
charging solutions.
2. Competition in the industry and market segment in which we operate may materially adversely affect our market share, margins and overall profitability
Risk
Mitigation
Our industry and market segment are highly competitive, and we face significant competition from
large international organisations as well as smaller start-ups. Competition is based on several key
criteria including price, product technology and performance, delivery times, flexibility, design and
innovation, brand recognition, customer access and sales power as well as the scope and quality of
services. In addition to existing EV charging infrastructure competitors, our current automotive OEM
partners may decide to develop or acquire certain capabilities in-house, reducing demand for our
products, systems and services.
In particular, there is a risk that automotive OEMs develop their own branded charging equipment.
This could particularly affect the Group in the home segment, as the use of a branded system means
EVs would be sold with their own branded chargers for home use, leading to reduced demand for
our home charging solutions. Automotive OEMs could also use their size and market position to
influence the market. These developments could limit our addressable market and our ability to gain
new customers and therefore could negatively impact our business, financial condition, results of
operations and prospects.
We continually monitor the competitive landscape including pricing, technological innovation and
product developments. In 2023, we will continue to invest in our product technology and customer
proposition to ensure we stay at the cutting edge of the market.
In addition, to retain our ability to respond in a competitive market we have focused on building supply
chain resilience and redesigning products to create greater component flexibility and reduce costs.
We cultivate our relationships with key customers and partners, such as car OEMs, to ensure we
have the best insights into market developments.
Given the relatively early stage of the sector, our long track record and our range and depth of
contacts – including longstanding commercial relationships with the automotive OEMs – coupled
with our financial strength, should allow competitive risks to be identified, assessed and mitigated
quickly and effectively.
Our principal risks
continued
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Risk management
continued
3. Delays to product development caused by supply chain challenges
Risk
Mitigation
Global supply chain challenges and component cost increases in 2022 required us to redirect research
and development resources towards redesigning and re-engineering our product range. Our aim was
to facilitate greater component flexibility and to protect margins against cost inflation to the extent
possible. This mitigates exposure to market-wide supply and production disruption and enables us to
continue to meet customer demand during challenging global macroeconomic conditions.
Directing research and product development resources towards supply chain resilience impacts the
speed at which we can progress new technology developments and innovation. This in turn affects
the roll out of new products against our anticipated roadmap. Failure to keep up with technological
advancements in the EV charging industry risks loss of market share to competitors and may affect
the Company brand and reputation.
During 2022, we accelerated and restructured the product development function, focussing on
growing software development squads, DevOps, QA and engineering management, adding
significant experience and capability. The restructuring allowed us to embed development
squads within operational teams, enabling them to work in lockstep and drive progress. We also
extended the product management function to support the new structure. In addition, we created
a programme management office to plan and manage cross-functional projects, adding control
and governance to the process.
In 2022, our Hardware Team was largely focussed on supporting supply chain and ensuring
continuity of manufacture and supply. As a result of our recruitment and restructuring in 2022,
in 2023 we will focus on building our capability and resources to drive progress forwards on
new product designs and innovation.
4.
Ongoing and potential future disruptions to the global supply chain could have a material adverse effect on demand for our products
as well as on our ability to source and produce components for our chargepoints
Risk
Mitigation
As a result of a number of Covid related impacts – including factory closures in China, volatile
commodity pricing (e.g. for steel), supply chain disruptions and the shortage in semiconductors –
the supply of vehicles into the UK from automotive OEMs has remained challenged. While vehicle
production rose in 2022 as manufacturers reopened factories and looked to recover from the
effects of the pandemic, global supply chain disruptions continued to affect the availability of
semiconductors and compromised the ability of automotive OEMS to increase production to meet
demand. The result has been long waiting times for EV consumers which in turn has impacted
demand for EV chargers.
The same macroeconomic supply conditions have increased our cost of materials and components
for our own chargepoints, impacting our gross margin. This may continue into 2023 and beyond,
potentially affecting the Group’s business, financial condition, results of operations and prospects.
Supply chain disruptions, if not managed, could have an adverse effect on production volume,
raw material and componentry prices, revenue and profitability, customer satisfaction and
reputation. The disruption caused by the Covid pandemic and the associated supply constraints of
semiconductors have impacted many industries including automotive. The materiality of this risk
has increased in 2022 and so securing our supply chain remains a key focus for the Company.
Our Chief Supply Chain Officer has proactively managed our component supply requirements to
identify and mitigate potential disruptions and to try to ensure that our manufacturing partners are
able to satisfy demand. We work closely with our manufacturers to define inventory maintenance
norms, build safety stocks and explore alternative sources, amongst others.
We have also ensured that we have some spare stock capacity in terms of manufacturing output
to reduce the impact of potential component shortages.
For our high volume products, we are pursuing design and engineering solutions to provide
procurement flexibility and to build resilience into our supply chain, ensuring parts are multi-sourced
wherever possible. We have taken steps to source substitutes to mitigate price volatility in the
market, and to manage price increases in a calibrated way to mitigate their impact. We maintain
and develop strong partnerships with our manufacturers and key strategic suppliers to ensure
a stable future supply of components. This will be an ongoing focus for both Supply Chain and
Hardware Teams in 2023.
Our principal risks
continued
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5. Government and regulatory initiatives, the outcomes of which are unknown, could materially impact our business
Risk
Mitigation
As the market for EVs and EV-related products is relatively new and growing quickly, it is the focus of
various ongoing government and regulatory initiatives and enquiries, the outcomes of which are unknown.
Further, if we fail to comply with any laws or regulations that are enacted as a result of these enquiries
and processes, we could be subject to significant liabilities which could adversely affect our business,
financial condition, results of operations and prospects.
If the government were to postpone the 2030/35 deadlines for the end of ICE and hybrid sales, this
might decelerate EV growth in the short/near term, but the ultimate size of the market remains.
We continue to maintain good relationships with the various government departments that
potentially impact our business. We actively engage with government and regulatory consultations
which provide valuable insights into policy direction that we feed into our strategy.
We ensure our commercial strategy and technology investment plans account for and adhere to
the Government plans as they are communicated.
6. We are exposed to health and safety risks related to our products and the installation, maintenance and operation of electrical equipment and systems
Risk
Mitigation
All chargepoints conduct electricity and as such carry an inherent potential electrical hazard risk. Our
chargepoint operations involve the installation, maintenance and operation of electrical equipment
and systems, which could expose our customers, employees, partners, installers and the public to
a number of hazards, including electrical lines and equipment, mechanical failures, transportation
accidents and adverse weather conditions. These hazards can cause personal injuries and loss of life,
damage or destruction of property and equipment and other related damage, liability or loss.
Our Head of Health and Safety is responsible for providing advice on all related matters and to ensure
our standards and methods for internal reporting and management of health and safety risks are
appropriate. We are investing in general health and safety training across operations to support and drive
health and safety competence across the business.
We ensure our domestic and commercial chargepoints are designed and manufactured to meet all
appropriate industry standards and regulations. We strive to make them safe for use by customers, and
safe for installation and maintenance by trained and competent engineers. Our chargepoints are also
installed with upstream electrical isolation protection as well as practical safeguards such as guardrails,
lighting, signage and bay markings to minimise the electrical hazard. We also perform regular checks on our
installers with respect to installation standards and practice, and availability and usage of the appropriate
tools, equipment and PPE during installation, maintenance, surveying and other activities. All of our
commercial installations receive quality assurance and health and safety checking and assessment prior to
handover and acceptance.
For our installations, we check for compliance with the Electricity at Work Regulations and the IET Wiring
Regulations. Our work standards are overseen by the NICEIC (The National Inspection Council for Electrical
Installation Contracting) along with internal quality assurance. We also hold SafeContractor, Avetta,
ConstructionLine and SMAS accreditation for Safe Systems in Procurement.
We encourage a culture of continual improvement, with reporting of accidents, injuries, near misses,
installation issues and concerns raised and handled in an open and supportive manner. We encourage
all of our employees to engage with this continuous improvement culture.
We maintain rigorous health and safety training standards, frequently update employee training in this
area and conduct thorough risk assessments before undertaking large installation mandates.
All training and health and safety assessments apply equally to our in-house installers and to third-party
sub-contractors we use. We apply stringent pre-qualification assessments for sub-contractors, prioritising
health and safety alongside technical competence. Sub-contractor installations and certifications are also
sampled and inspected for health and safety and quality assurance. Our installers are required to supply
HSE RIDDOR and LTI reports to us in relation to any incident.
Risk management
continued
Our principal risks
continued
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Risk management
continued
7. Our technology could have undetected defects, errors or bugs in hardware or software
Risk
Mitigation
Our software and hardware may in future contain undetected defects or errors. We are continuing
to evolve the features and functionality of our software platform and chargepoint hardware through
updates and enhancements. It is possible that this process may introduce defects or errors that may
not be detected until after deployment to customers and installation of chargepoints. In addition, if
updates or patches are not implemented, or our products and services are not used correctly or as
intended, inadequate performance or disruptions in service may result.
We may be subject to claims that chargepoints have malfunctioned and persons were injured or
purported to be injured and/or property was damaged or purported to be damaged. Any insurance
that we carry may not be sufficient, or may not provide cover in all situations.
We continue to invest in and improve the functionality and design of our chargepoints and the
software and systems which support them.
The new software development structure moves us towards CI/CD (Continuous Integration and
Delivery) allowing us to verify and release software more quickly and reliably. Our Firmware (device
software) Team is also integrated in this process and working more closely with our Network Teams.
Our Hardware Team works with a world-class manufacturing partner, who can assist with the
validation and testing of our devices. We are also engaging more with external test houses, such as
the BSI to assist with compliance testing.
8.
The deterioration of economic conditions in the UK, a deterioration in the UK’s economic relationship with the EU or a future health pandemic may materially adversely impact our business,
financial condition and results of operations
Risk
Mitigation
Our business and results of operations are affected by the general economic conditions of the UK.
Changes in these economic conditions, including constraints on the supply of credit, uncertainty and
weakness in the labour market and general consumer fears of an economic downturn directly impact
consumer confidence and consumer spending as well as the general business climate and levels of
business investment. As demand for our products is closely related to demand for EVs, any negative
impact on consumer confidence and consumer spending is likely to be reflected in the number of
new EVs purchased which in turn is likely to impact demand for our products.
In addition, uncertainty and unpredictability concerning the UK’s legal, political and economic
relationships with the EU and the European Economic Area following Brexit could adversely affect
trading agreements and/or lead to logistical and administrative issues for cross-border shipments.
Our orders could be delayed or we could be required to pay additional, unexpected tariffs.
Furthermore, we saw how the impact of Covid created significant volatility in the global economy
and led to reduced economic activity. The extent to which the Covid pandemic and/or future health
pandemics impact our business, financial condition, results of operations and prospects will depend
on future developments. These are highly uncertain and cannot be predicted, including, but not
limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or
treat its impact, and when and to what extent normal economic and operating activities can resume.
We maintain close relationships with automotive OEMs and would expect to have some insight or
early warning if there was a material economic downturn which will impact demand for EVs and
consequently our products and services.
We carefully monitor and assess any negative relationship issues between the UK and the EU which
could impact our business.
We also carefully monitor and assess any Covid-related issues, in particular around the health and
safety of our employees and sub-contractor installation partners in the field who may interact with
our customers.
Our principal risks
continued
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9. Disruptions to our network and IT systems, including from malware, viruses, hacking, phishing attacks and spamming
Risk
Mitigation
As technology is central to our business, it is critical that we safeguard our data and information,
ensuring security and privacy and reducing risk of human error.
We depend on our IT systems to, among other things, operate and manage our chargepoints,
exchange information with our commercial partners and customers and to maintain financial records
and accuracy. IT systems failures, including risks associated with upgrading systems, network
disruptions or a cyber-attack could disrupt operations or lead to fraud by compromising our cyber
security and the protection of customer or Group information and financial reporting and impeding
processing of transactions, leading to potential liability and increased costs. Computer malware,
viruses, physical break-ins, a cyber-attack or similar disruptions could lead to fraudulent activity,
regulatory sanctions, claims and other liabilities, and interruption and delays to our services and
operations as well as loss, misuse or theft of data.
3G and 4G network outages could adversely affect our network communication capabilities,
as well as user interaction with our mobile application and chargepoints. If our mobile application
is unavailable when customers attempt to access it, or it does not load as quickly as they expect,
customers may seek other services, which could have a material adverse effect on our business,
financial condition, results of operations and prospects.
In addition, our computer systems, including back-up systems, could be damaged or interrupted by
power outages, computer and telecommunications failures, computer viruses, internal or external
security breaches, events such as fires, earthquakes, floods and/or errors by our employees.
Furthermore, we collect personal information in relation to our customers and employees and other
data as part of our business operations. Therefore, we are exposed to the risk that such data could
be wrongfully appropriated, lost or disclosed, damaged or processed in breach of privacy or data
protection laws.
Lastly, regulatory and statutory requirements in this space are increasing, and failure to meet
these obligations, such as those enshrined in data privacy and protection laws, could result in
enforcement action, fines, and reputational and financial damage in the form of lost contracts
and business relationships.
We have appointed a Chief Information Officer (CIO) who is responsible for assessing risk in this
area and ensuring that detailed systems, processes and software are deployed to reduce risk
wherever possible.
We apply market standards in relation to encryption, virus protection and data security.
We have implemented Microsoft single sign-on and multi-factor authentication across platforms.
We also have processes and policies in place to react and respond to significant incidents and
disruptions to business continuity.
In addition, we use third-party firms to test the robustness of our systems and processes.
We have improved communication technology in our chargepoints to reduce the impact
of weak and or intermittent network coverage.
Furthermore, we are investing in the infrastructure of all our operating and backup systems.
Risk management
continued
Our principal risks
continued
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Risk management
continued
10.
Our success depends on our ability to hire and retain management, key employees and other qualified and skilled employees and we may not be able to attract and retain such personnel
Risk
Mitigation
Our future performance depends to a significant degree on the continued service of senior managers
and other key personnel, including employees involved in research and development, sales and
marketing, as well as employees with critical know-how and expertise. The loss of the services
of one or more senior managers or other key personnel could have a material adverse effect on our
business, financial condition, results of operations and prospects.
Our success also depends on our continuing ability to attract, retain and develop qualified and skilled
personnel, including software developers, designers, technical employees and engineers with the
requisite technical background. This is especially important given the increasingly competitive market
for talent and the expected high growth in the EV charging segment. In addition, new regulations
in the industry could require specific qualifications to install EV chargepoints, which could result
in a reduced labour force and higher costs.
We have put in place competitive remuneration packages for all employees, which aim to
encourage strong performance and the retention of key staff. These packages are in line with
listed company norms.
We undertake regular staff surveys which cover employee satisfaction levels, culture and benefits,
as well as diversity and inclusion. Other engagement activities are outlined on pages 10 to 11 and 56.
Regular team meetings are held with the CEO to ensure all staff know our strategic direction and
to gather valuable feedback.
We have adopted a remote-first policy which is supported by investment in employees' home offices.
Our principal risks
continued
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The Board has addressed the prospects and
viability of Pod Point, in accordance with the
UK Corporate Governance Code.
Prospects
Pod Point is one of the UK’s leading providers
of EV chargepoints. Our mission is to put an EV
chargepoint everywhere you park. Following a
successful IPO and a continuing robust balance
sheet, our strategy for the coming years is to
build at scale. We’ll do this by:
•
Continuing to invest in our systems and
processes to ensure that we are ready to serve
the scale of opportunity we see ahead of us
•
Continuing to improve and expand our product
offering to serve more routes to market
•
Continuing to invest in our software capability
to realise a number of recurring revenue
business models
•
Making targeted investments in owned
assets, although at a lower level than we
communicated at IPO
The business continued to grow in 2022 with
revenues increasing from £61.4 million in 2021
to £71.4 million.
In 2022, the business maintained its full control
over the rate of spend on assets, whether
software development or owned asset
deployment. Adjusted EBITDA losses remain in
single digits, and working capital consumption
is under tight control. At the end of 2022 we
retained a healthy cash balance of £74.1m.
We remain confident that our strategy will allow
us to maximise the opportunity presented to us
by the ongoing growth in electric vehicles.
Viability statement
After taking into account our current position
and the principal risks and uncertainties as
described on pages 68 to 73 of this Annual
Report, the Directors have assessed Pod Point’s
prospects and viability.
Assessment period and process
The business model and strategy as set out
on pages 4 to 11 and 26 to 30 are central to an
understanding of our prospects and viability.
We have prepared a business plan which
considers the annual results of and resulting
cash flow for the business to 2030. While the
rapidly evolving nature of our sector means
that even relatively short-term forecasting is
challenging, the period to 2030 represents the
timeframe during which the transition to all
new vehicles sold in the UK being PiVs should
be completed.
In very simple terms, the prospects and
viability of the business are dictated by the
rate of increase in PiVs sold each year, and as
a percentage of overall new vehicle sales, the
rate at which those new vehicle sales translate
into demand for chargepoint installations, and
the business’ ability to maintain the market
share of its core home and commercial
business segments.
We assess our prospects primarily through
our annual planning process, led by the CEO
with the CFO. Other relevant functions are also
involved, including finance, sales, recruitment
and resourcing and commercial.
The Board is fully involved in the annual
planning process and is responsible for
considering whether the plan takes appropriate
account of the external environment, including
technological, social, macroeconomic and
regulatory changes, as well as the risks and
uncertainties of the business.
The output of the annual review process includes
the annual financial budget as well as an analysis
of the risks which could prevent the plan being
delivered. We’ve prepared financial projections
which include profit, cash flow and ratios for the
period to 2030. The budget for 2023 forms the
first year of the business plan and is considered
and, if appropriate, updated on a monthly basis.
Forecasts for subsequent years are updated
based on our strategic business planning process
and reflect results achieved in the first year. While
we have plans that cover a significantly longer
period, scenario planning demonstrates that the
business has funding in place that supports a
viability period of at least three years.
Viability assessment
The Board has made its assessment of Pod
Point’s prospects with reference to current
market conditions and known risk factors,
including the possible continuing impacts
of the Covid pandemic, the war in Ukraine,
energy market volatility, and macroeconomic
uncertainty. The Board has considered financial
performance in 2022 and the risk factors noted
above and considers that the key risks which
could impact the delivery of Pod Point’s financial
objectives are:
•
Growth in the adoption of EVs
•
Competition and its effect on the market
share of the home and commercial business
segments
•
Successful investment in hardware and
software technology to enhance the product
proposition and support the development of
recurring revenues
•
Further development of addressable
recurring revenue potential in the market
Conclusion
The Board determined that none of the
individual risks outlined above would, in
isolation, compromise the Company’s viability.
In brief, the downside impact of the first two
risks would result in reduced revenues and
gross margin from the home and commercial
business segments. The downside impact of
the third risk would delay revenues and gross
margins from the owned asset and recurring
revenue business segments.
In the case of these risks crystallising, the
business would be required to take some
mitigating actions largely related to the level
of headcount in the business and discretionary
spending. In addition, there are certain other
actions that could be taken to further minimise
the financial impact and maintain liquidity to
continue in operation.
Revenue and profitability are clearly affected in
these downside scenarios. However, based on
the Group’s existing cash reserves, combined
with incremental cost reduction measures, the
business would retain sufficient cash reserves to
continue in operation for at least a minimum of
three years and for longer if the investment in
capitalised software development was restricted.
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
74
The Directors are aware of its duty under Section 172(1) of the Companies Act 2006 (''CA06''), to act
in the way it considers, in good faith, would be most likely to promote the success of the Company
for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
•
The likely consequence of any decision in the long term
•
The interests of the Company’s employees
•
The need to foster the Company’s business relationships with suppliers, customers and others
•
The impact of the Company’s operations on the community and the environment
•
The desirability of the Company maintaining a reputation for high standards of business conduct
•
The need to act fairly as between members of the Company
The following disclosure describes how the Directors have had regard to the matters set out in Section
172(1)(a) to (f) and forms the Directors’ statement under section 414CZA of The Companies Act 2006.
Pod Point’s key stakeholder groups are set out on pages 8 to 11, with information on how both the
Board and the wider business engage with those groups, the progress made during 2022 and the
priorities for 2023.
The Board believes that maintaining strong relationships with, and considering the interests of, all our
stakeholders is fundamental to delivering sustainable long-term success. The Board considers the
needs of and potential impact on our stakeholders when discussing and deciding on issues of strategic
importance. The Board and Senior Management Team continue to develop governance and decision-
making processes to ensure that the interests of stakeholders is at the heart of strategic decision-
making and firmly embedded in the culture throughout the Company.
The Board therefore confirms that throughout the year under review it acted, and continues to act,
to promote the long-term success of the Company for the benefit of shareholders, while having due
regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006.
During 2022, the Board took a number of key decisions in which the needs of stakeholders were
considered. Some examples of these are provided below:
Norwegian business
Decision
: The Board took the strategic decision to cease our sales activity in Norway because chargepoint design
and technology support for the UK and Norway had started to diverge more markedly than in the past. We wanted
to prioritise our hardware and software development focus on UK products and market.
Long-term
consequences
•
Given the relatively small amount of revenue generated historically from Norway sales,
the Board recognised that the decision did not have material short-term downsides. The
Board was aware that the decision did not preclude Pod Point from developing its pan-
European presence in the medium-term if this were to become a medium-term strategic
focus for the Board. We have retained our Norwegian subsidiary and continue to provide
warranty and maintenance support to existing customers and operating chargepoints
in Norway
Employees
•
The Board discussed the impact of the decision on the affected employees and ensured
that they were offered alternative employment opportunities with Pod Point where
possible. We have retained a small Norway-based team that continues to provide
warranty and maintenance support
Customers and
reputation
•
The Board has maintained its ability to address ongoing maintenance and service
requirements with customers in Norway. In looking to develop its medium-term
view on international expansion into Europe, the Board is aware that as the market
develops vehicle manufacturers may in future expect EV partners to operate in
multiple European markets
Product development
Decision:
Following the rapid expansion of the product development capability in line with commitments made at
the time of the IPO, and following the successful management and mitigation of the supply chain disruption faced in
the first half of 2022 (see page 9), the Board endorsed a management decision to slow the rate of further expansion
of the Product Development Team in the second half of 2022, in line with the slowing rate of revenue growth.
Long-term
consequences
•
In the financial climate of the second half of the year, cash management was critical
to the financial sustainability of the business. Therefore a balance was required
between the cash outlay to expand the product development capability and the need
to conserve cash. By slowing the rate of expansion in the second half of the year, this
balance was maintained
Employees
•
The rate of recruitment into the product development activity was expanded in the first
half of the year in line with budgetary expectations, but was slowed in the second half
of the year in order to optimise the effectiveness of the product development function.
We recognised that it would be beneficial to allow the new team members who joined in
the first half of 2022 time to settle, for relationships to build and the new organisational
structures in the function to embed
Customers
•
The Board recognises the importance of meeting customer expectations in relation
to product development. While we were unable to move as fast as we wanted to, the
approach adopted allowed the Product Development Team to grow sufficiently to
manage the supply chain disruption faced in the first half of 2022. It also enabled
product innovation to continue in a prudent and sustainable way in line with customer
expectations, albeit on a slightly delayed timeframe
Community &
environment
•
Continued product development further enhances Pod Point’s delivery of products and
services which contribute to the global green economy. As discussed further on page 43,
we have started a number of strategic initiatives to measure the GHG emissions arising
from the manufacture of our products and to innovate design and material selection in
order to lower their carbon footprint
Reputation
•
In a challenging market in 2022, as discussed on page 23, we balanced the need to
successfully maintain production supply in order to meet customer demand while
also maintaining our reputation for innovative product development. The product
development strategy during the year has maintained momentum while taking a
sensible approach to the costs involved
Section 172 statement
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
75
Sustainability governance
Decision
: Given the strategic importance of ESG and driving sustainability across everything we
do – in support of our vision that travel shouldn’t damage the earth – the Board set up an ESG
Committee. In turn, the committee appointed a pan-business ESG Working Group to implement
the activities and strategic objectives agreed by the committee. While sustainability initiatives had
previously been dispersed across the business, we decided to establish a dedicated Sustainability
Team to own this space and appointed Diana Almazova as our Head of Sustainability, tasked with
driving Pod Point’s sustainability objectives.
Long-term
consequences
•
Pod Point’s vision is that travel shouldn’t damage the earth, and neither should
Pod Point itself. Longer term, as we build our chargepoint network at scale and
grow as a company, we need to ensure that progressing our sustainability
strategy and reducing our environmental impact are part of everything we
do. Looking ahead, the Board decided that robust ownership and governance
structures were required in order to ensure that decisions taken around
ESG and sustainability are centralised, coordinated and part of a roadmap
approved by the Board
Employees
•
When considering the resourcing of the new ESG Working Group and
Sustainability Team, we considered both internal and external hires. Initially it
has been decided to resource the ESG Working Group and Sustainability Team
with existing Pod Point team members who have the deepest understanding
of the business and are keen and able to dedicate time towards such matters.
We will supplement the team with external consultancy support where
technical expertise is needed. Our full-time Head of Sustainability has been
transferred internally from our Marketing Team and is looking to build up the
team in due course with both internal transfers and external hires
Customers
•
Our key commercial partners including automotive OEMs, car leasing
companies, and homebuilders, each have ESG and sustainability at the
forefront of their business agendas. When speaking to them, it is clear that
they expect their chosen suppliers to be aligned with their own sustainability
commitments
Environment
•
In 2022, one of the key priorities of our Sustainability Team was to assess the
environmental impact of our products and services, in particular our GHG
emissions, across both production and our fleet of installers. See page 41 for
more detail on this. We have also started work to assess our product lifecycle,
the use of sustainable materials and our waste, as discussed further on page 43
Reputation
•
Pod Point’s vision sits at the heart of everything we do, and the Board is
conscious that the Company’s reputation is built on our desire and ability to
help reduce climate change and protect the environment for all. Our reputation
is therefore underpinned by our position on ESG and sustainability – and as a
result these matters are integral to our strategy and decision making. Further
details on our environmental approach can be found on pages 33 to 53
This section of the Strategic Report constitutes the Company’s Non-Financial Information Statement,
produced to comply with Sections 414CA and 414CB of the Companies Act 2006. The information listed
is incorporated by cross-reference.
Reporting
Requirement
Where to find more information
in this report
Supporting policies
and procedures
Section
Page(s)
Business model
Business model
4 to 11
–
Non-financial KPIs
KPIs
31 to 32
–
Principal risks
Risk management
68 to 73
–
Environmental
matters
Environment (ESG)
33 to 53
Our Environmental Policy can
be found at pod-point.com/
legal/policies
Human rights
Governance (ESG)
63
Our Modern Slavery Statement
can be found at pod-point.
com/legal/modern-slavery-
statement
Employees
Investing in talented
people (ESG)
54 to 59
–
Social matters
Social (ESG)
60
–
Anti-bribery and
corruption
Governance (ESG)
61
Our Anti-bribery and Corruption
Policy can be found at pod-
point.com/legal/policies
The Strategic Report was approved by the Board on 26th April 2023.
By order of the Board
Anita Guernari
Company Secretary
Section 172 statement
continued
Non-financial information statement
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
76
Governance
Enhancing our
governance
to support
our growth
Chair’s Introduction
78
Compliance statement
79
Board Leadership and Purpose
80
Division of Responsibilities
86
Nomination Committee report
88
Audit and Risk Committee report
90
Directors’ remuneration report
93
Directors’ report
104
Statement of Directors'
Responsibilities
107
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
77
Chairman’s introduction to governance
Gareth Davis
Chairman
of the Board
Dear Shareholder,
Pod Point’s first year as a listed company has not been without its challenges, as we discuss elsewhere
in this Annual Report. Many of those challenges have by their nature been external and difficult to
anticipate, and as a Board we have focussed on the things that we can control. Our governance
arrangements are one such area where we have been active during 2022. We are able to report that
Pod Point is substantially compliant with the provisions of the UK Corporate Governance Code, and I
would like to highlight four particular areas of focus in our governance processes this year.
Strategy
Having clearly set out our strategy at the time of Pod Point’s IPO, we spent time discussing the impact
of the strategic challenges we have faced over the past year. Our primary discussion with the Senior
Management Team about elements of strategy took place during our two-day Board Strategy session
in October, which was followed up in further Board meetings in November and December. Earlier in the
year, we held interim discussions with management about certain aspects of the plan, including the
international strategy, particularly in relation to Pod Point’s Norwegian business. Further information
about the Board’s work on strategy can be found on page 83.
Diversity and succession
One of our most pressing priorities during 2022 was the succession plan for our Chief Financial Officer,
David Surtees, in preparation for his planned retirement in early 2023. The Nominations Committee
oversaw the process for identifying and selecting his successor and we were pleased to conclude that
process over the summer, resulting in David Wolffe being appointed as CFO Designate. David joined
the Board on 3rd January 2023 when he formally took over the CFO role from David Surtees.
I would like to highlight that the Committee was keen to make sure that women candidates were
proactively sought through this process and instructed the headhunters who assisted them to prioritise
women. In the event, David Wolffe was considered the best candidate for the role. We are nevertheless
keen to ensure that the Board is as diverse as possible while ensuring that we choose the candidates
who will be able to bring the best skills and experience to the Board. Further information about the
recruitment process and Board diversity is set out in the Nomination Committee Report on page 88.
ESG and climate
In our 2021 Annual Report, we noted that we had a lot of work to do in relation to our environmental,
social and governance (ESG) activities and our focus on climate-related risks and opportunities. Given our
mission and vision, the importance of this is fully recognised by the Board. The Board’s ESG Committee has
met three times during the year, chaired by Dr Margaret Amos. The committee has established an ESG
agenda which gives our initiatives structure and clarity going into 2023. The ESG Committee is supported
by the ESG Working Group, an executive group chaired by Daniel Kaufman, our General Counsel, which
coordinates the execution of our key ESG initiatives. Further information about the work of the ESG
Committee and the ESG Working Group is set out in the Sustainability Report on pages 46 and 61 to 62.
Stakeholder engagement
This year has seen us undertake significant stakeholder engagement activity. A number of the
Directors and I attended the Company Residential in June which gave us a good opportunity to meet
with colleagues informally. In addition, Karen Myers, who is the Board member responsible for workforce
engagement, has worked with the Executives to put in place mechanisms to enable us to receive feedback
from our workforce. This programme was specifically discussed at our Board meeting in December.
At our AGM in June, shareholders were asked to vote on our proposed Remuneration Policy and I was
particularly pleased to note that the policy received support from over 99% of shareholders who voted.
Prior to the AGM, Karen Myers, as Chair of the Remuneration Committee, wrote to our top shareholders
and met with one of them to discuss our approach to Executive remuneration, and I am sure that
contributed significantly to the strongly supportive vote that the policy received at the AGM.
Additionally, we established a dialogue with our two major shareholders in relation to future LTIP
awards, which has been factored into our planning; and earlier in the year, I discussed the content of
the AGM notice, in relation to share capital, with EDF.
We recognise that we still have work to do. Our first Board effectiveness review was undertaken in
September and October and identified some useful areas of opportunity to develop our Board
processes. I was delighted with the engagement of the Board in the process and believe that progress
against the actions for further consideration, set out on page 89, will further strengthen the Board and
its governance, while providing a focus on strategic matters.
I would like to conclude by acknowledging, with thanks, the hard work of my fellow Directors, the Senior
Management Team and our Pod Point colleagues in meeting the challenges of 2022 and preparing the
way for the Group to move forward in 2023. It has been a hugely busy year, but one during which we
have made tangible progress.
Gareth Davis
Chairman
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
78
Compliance with the UK Corporate Governance Code 2018
Statement of compliance with the UK Corporate Governance Code
We are subject to and report against the FRC’s 2018 UK Corporate Governance Code (the “Code”),
a copy of which can be found at www.frc.org.uk. The Code is a guide to a number of key components
of effective board practice and is based on the underlying principles of good governance and focus
on the sustainable success of a company over the longer term. Throughout the year, the Company
has complied with all provisions of the Code except for engagement with employees regarding
Directors remuneration, which will be addressed during 2023.
Provision 40 provides that when determining Executive Director remuneration policy and practices,
remuneration committees should address whether remuneration arrangements promote effective
engagement with the workforce. Provision 41 provides remuneration committees should report on
engagement that has taken place with the workforce to explain how Executive remuneration aligns
with wider company pay policy. The Remuneration Committee did not directly consult with
employees on Executive Director pay arrangements during 2022 though provided the opportunity
for questions directly to the Chair of the Remuneration Committee, and considered the alignment
of Executive remuneration with that arising across all Pod Point team members during 2022 as well
as the allocation of new share awards during the period. The Remuneration Committee will directly
engage with employees on Executive remuneration arrangements during 2023. Details of how
Executive Director pay is considered in the context of the workforce is set out on page 94.
This Governance Report has been divided into sections that correspond with the five main sections
of the Code. We have applied the Code’s principles through our Board and governance structures,
and information about our compliance with the Code’s principles and provisions can be found in the
following sections of this report with cross-references to other sections of the report and/or our
website (www.investors.pod-point.com) where more detailed descriptions are available.
Section
Pages
1. Board leadership and purpose:
•
Purpose and culture
84
•
Shareholder engagement
85
•
Workforce engagement and whistleblowing
85
•
Engagement with key stakeholders
75-76
•
Management of conflicts of interest
85
2. Division of responsibilities:
•
The role of the Board and committees
86
•
The balance of the Board and division of responsibilities
87
•
Director independence
86
•
Time commitments of Non-Executive Directors
89
Section
Pages
3. Composition, succession and evaluation:
•
Nomination Committee Report
(including Board appointments, succession and Board diversity)
88-89
•
Skills, experience and length of service
80-82
•
Professional development and training
86-87
•
Board evaluation
89
•
Succession planning
88
•
Diversity
88-89
4. Audit, Risk and Internal Control:
•
Audit & Risk Committee Report
(including review of the internal audit function and external auditor
and processes for overseeing financial and narrative reporting)
90-92
•
Procedures for managing risk and internal controls
(principal risks and uncertainties)
91-92
•
Viability statement
74 & 92
•
Risk management
64-73
•
Going concern
21 & 92
5. Remuneration (the Directors’ Remuneration Report):
•
Remuneration Policy
95
•
Remuneration outcomes
96-99
•
Wider workforce remuneration
100-101
•
Executive and Non-Executive Director remuneration
96
The following documents are also available on our investor website:
•
Schedule of matters reserved to the Board
•
Statement of responsibilities of the Chair, Chief Executive Officer and Senior Independent Director
•
Terms of reference: Audit & Risk, Nomination, Remuneration and ESG Committees
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
79
Board leadership and purpose
Gareth Davis
Non-Executive Chair of the Board
N
Erik Fairbairn
Chief Executive Officer
E
David Wolffe
Chief Financial Officer
Dr Andy Palmer CMG
Senior Independent
Non-Executive Director
A
N
R
E
Date of appointment
Date of appointment
Date of appointment
Date of appointment
9th November 2021
25th October 2021
3rd January 2023
9th November 2021
Experience
Experience
Experience
Experience
Gareth began his career at Imperial
Brands plc and served as Chief
Executive from 1996 to 2010. He was a
Non-Executive Director of DS Smith plc
from 2010-2011, and served as Chair
from 2012 to January 2021. Gareth also
served on the Boards of Ferguson plc
(as Non-Executive Director from 2003 to
2004, Senior Independent Director from
2004 to 2011 and Chair from 2011 to
2019) and William Hill plc (as Chair from
2010 to 2018). Gareth has a Bachelor of
Arts in Economics and Geography
(Hons) from the University of Sheffield.
Erik founded Pod Point in 2009 with the
vision that travel shouldn’t damage the
earth. Before starting Pod Point, Erik
founded Ecurie25 – Supercar Club in
2005. Ecurie25 was a private members’
club that provided members with access
to high-end, high-powered vehicles. Erik
sold Ecurie25 via trade sale in 2008. He
was appointed to the Board in October
2021 and has a Bachelor of Engineering
from the University of Sheffield.
David was appointed to the Pod Point
Board as Chief Financial Officer from
January 2023. He has over 20 years’
experience in board-level roles for both
public and private businesses, including
the Group CFO roles at Ted Baker plc and
HMV Group plc. His experience includes
raising £100m of new equity, refinancing
with banking syndicates, and M&A
execution. He has held senior financial
executive positions at leading global
consumer and technology businesses,
including the roles of CFO at AOL Europe
during the internet access revolution,
and Finance Director of ITV Studios, the
production arm of ITV plc. David has also
been Interim CFO in a series of private
equity backed high growth technology
businesses. His professional and
educational background includes
Fellowship of CIMA, the Chartered Institute
of Management Accounting, an MBA from
INSEAD, and an MEng Manufacturing
Engineering, Cambridge University.
Andy has more than 43 years’ experience
in the automotive industry. He served as
President and Group Chief Executive of
Aston Martin Lagonda Global Holdings
plc from 2014 to 2020 and Chief Operating
Officer and Chief Planning Officer of
Nissan Motor Corporation from 2013 to
2014 (where he also served as Executive
Vice President from 2011 to 2013). From
mid-2020 until end 2022, Andy served
as Executive Vice Chair & CEO of Switch
Mobility Ltd, & Chair of Optare plc.
Andy holds a Master of Science from
the University of Warwick and a PhD
in Engineering Management from
Cranfield University. He is a Fellow of
the Royal Academy of Engineering, a
Fellow of the Institution of Mechanical
Engineers and a Companion of the
Chartered Management Institute. Andy
was honoured in 2014 with a Companion
of The Most Distinguished Order of Saint
Michael and Saint George for contribution
to the British Automotive Industry.
External appointments
External appointments
External appointments
External appointments
Gareth is the Chair of M&C Saatchi plc
and a Non-Executive Director of Gresham
House plc.
None
None
Andy is Chair of Inobat AS, Chair of HiLo
and Founder of Palmer Automotive Ltd.,
a consulting company to the automotive
industry.
It's been a year in which
we have made tangible
progress.
Gareth Davis
Chair of the Board
A
Audit & Risk Committee
E
ESG Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Our Board
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
80
Philippe Commaret
Non-Executive Director
Rob Guyler
Non-Executive Director
Dr Margaret Amos
Independent Non-Executive
Director
A
E
N
R
Norma Dove-Edwin
Independent Non-Executive
Director
A
N
R
Date of appointment
Date of appointment
Date of appointment
Date of appointment
29th January 2020
11th February 2020
9th November 2021
9th November 2021
Experience
Experience
Experience
Experience
Philippe was appointed as a
Non-Executive Director in January
2020. He has served as Managing
Director, Customers at EDF Energy
since December 2019 and has worked
in various capacities at EDF since
January 2000. Philippe graduated from
CentraleSupélec, a French graduate
engineering school.
Rob was appointed to the Board as a
Non-Executive Director in February
2020. He currently serves as Chief
Financial Officer, EDF Energy, a position
he has held since 2015. Rob also served
as Finance Director for EDF Energy
Nuclear Generation Ltd from April 2009
to February 2015. He has a BSC Hons in
Business Studies from the University of
Bradford and is qualified as a Chartered
Management Accountant (ACMA).
Margaret began her career at Rolls-
Royce plc in 1990, and most recently
served as Senior Finance Business
Partner, Aerospace (from 2013 to 2015)
and Finance Director, Corporate, IT and
Engineering (from 2015 to 2017). After
Rolls-Royce plc, Margaret founded and
acted as Managing Director of A2
Business Solutions from 2018 to 2020. She
was previously a Non-Executive Director
of NMCM plc and Velocity Composites plc.
Margaret holds a Doctorate in Professional
Practice from the University of Derby
and a Masters in Global Supply Chain
Management (with distinction) from the
University of Nottingham. She is a fellow
of the Chartered Institute of Management
Accountants and the Chartered Institute
of Procurement and Supply.
Norma currently serves as the Chief
Digital Transformation Director at
Thames Water, where she is responsible
for managing the technology function
and leading the digital transformation
at Thames Water. Prior to this, she held
several executive roles serving as the
Chief Information Officer at the Electricity
System Operator, National Grid (from
2020 to 2022) and the Group Chief Data
and Information Officer at Places for
People (from 2017 to 2020). She also held
a number of senior positions at British
American Tobacco plc from 2008 to 2017,
including as Head of Global Data Services
from 2016 to 2017. Norma holds a
Bachelor of Science from Queen Mary
University of London, a Master of Science
from the University of Stirling and a
Master of Business Administration from
Imperial College London.
External appointments
External appointments
External appointments
External appointments
Philippe is Managing Director, Customers
at EDF Energy.
Rob is Chief Financial Officer at
EDF Energy.
Margaret is a Non-Executive Director and
Chair of the Audit Committees of the
Ombudsman Services, and a Director for
Trinity House, as well as Volution Group
plc (where she is also a member of the
Audit Committee).
Norma is the Chief Digital Transformation
Director at Thames Water and is a
Non-Executive Director of HSBC Bank plc.
Board leadership and purpose
continued
Our Board
continued
N
A
Audit & Risk Committee
E
ESG Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
81
6 Men
4 Women
6 Independent
4
Non-
Independent
Karen Myers
Independent Non-Executive
Director
A
E
N
R
Dr Erika Schraner
Independent Non-Executive
Director
A
N
R
Date of appointment
Date of appointment
9th November 2021
9th November 2021
Experience
Experience
Karen worked at William Hill plc from 2015 until 2021
as Chief HR Officer, taking on additional accountability
for Corporate Affairs in 2019. Prior to William Hill plc,
Karen served as HR Director of RSA Insurance Group
plc from 2009 to 2015. Karen started her career at
Marks & Spencer Group plc, where she worked from
1997 to 2001, and has worked at Barclays Bank plc
(from 2001 to 2006), BT Ltd (from 2006-2008) and
Tesco Corporation (from 2008 to 2009) in a number
of executive managerial HR roles. Karen also served
as Chair of the William Hill Foundation from 2015 to
June 2021 and has been a Non-Executive Director and
Committee Chair for KellyDeli Ltd since January 2020.
Karen has a Master of Arts (Hons) in Modern History
from the University of Dundee and is an associate of
the Chartered Institute of Personnel and Development.
Erika has held a number of senior leadership roles
in global organizations with a career spanning 25
years in Silicon Valley, UK and Europe, in Fortune 500
Technology companies and the Big 4 professional
services firms. Most recently, Erika served as Partner,
UK Leader for M&A Integration Services and UK Leader
for Technology, Media and Telecommunications M&A
Advisory Services at PricewaterhouseCoopers LLP from
2013 to 2018. Prior to that until 2013, Erika was a partner
and the Americas’ Operational Transaction Services
Leader for the Technology sector at Ernst & Young LLP.
Erika has held a number of supply chain management
and operations roles in her career, including at IBM
Corporation (from 1994 to 1996), REL Consultancy Group
Ltd (from 1996 to 1998) and Symantec Corporation Inc
(from 2003 to 2007). Erika holds a Bachelor of Science
and a Master of Science from the Swiss Federal Institute
of Technology Lausanne, and a PhD and Master of
Science from Stanford University.
External appointments
External appointments
Karen was appointed Group HR and Corporate
Communications Director at National Express Group
plc in September 2021.
Erika is a Non-Executive Director and Chair of the
Nomination Committee at JTC Group plc. Erika is also a
Non-Executive Director at Videndum plc, where she chairs
the Audit Committee, at Hg Capital Trust plc where she
chairs the Management Engagement Committee and at
Bytes Technology plc.
Board members
by gender
Balance of
the Board
Board
(scheduled)
Board
(unscheduled)
Audit & Risk
Committee
Remuneration
Committee
Nomination
Committee
ESG
Committee
Gareth Davis
6/6
2/2
n/a
n/a
4/4
n/a
Dr. Andy Palmer CMG
1
5/6
2/2
3/4
2/3
3/4
n/a
Erik Fairbairn
6/6
2/2
n/a
n/a
n/a
3/3
David Surtees
6/6
2/2
n/a
n/a
n/a
n/a
Karen Myers
6/6
2/2
4/4
3/3
4/4
3/3
Dr. Margaret Amos
6/6
2/2
4/4
3/3
4/4
3/3
Philippe Commaret
2
5/6
2/2
n/a
n/a
n/a
n/a
Rob Guyler
6/6
2/2
n/a
n/a
4/4
n/a
Norma Dove-Edwin
3
5/6
1/2
4/4
3/3
3/4
n/a
Dr. Erika Schraner
6/6
1/2
4/4
3/3
4/4
n/a
1. Dr. Andy Palmer CMG was unable to attend the Board, Audit & Risk, Nomination and Remuneration
Committee meetings in February (which were all held on the same day) due to a previously arranged holiday.
2. Philippe Commaret was unable to attend the Board meetings in February due a previously arranged holiday.
3. Norma Dove-Edwin was unable to attend the Board meeting in June due to a previously arranged business
commitment.
Meetings
For the purposes of this report, attendance at full Board and Committee meetings is reported in
relation to meetings held from January 2022 up to the end of the year.
Director Board and Committee meeting attendance table
Board leadership and purpose
continued
Our Board
continued
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
82
Board activities
During 2022, the Pod Point Group Holdings plc Board (the “Board”) consisted of six Independent
Non-Executive Directors, two Executive Directors and two EDF appointed Non-Executive Directors.
The focus of this report is on the Board’s activities to build upon the foundations set during the
Company’s successful admission to listing on the Main Market of the London Stock Exchange in
November 2021 (“IPO”), and to develop and embed the corporate governance structures in order to
fully comply with the requirements of the UK Corporate Governance Code. A key workstream during
the IPO had been the establishment of a robust framework of governance, and the Board continued
to build this over the last year.
Strategy and business model
The Pod Point mission is simple: to put an electric vehicle chargepoint everywhere you park.
The strategy to achieve the mission is defined in reference to what management sees as the
three phases of development of the EV charging market in the United Kingdom:
1)
Define top-up charging
2) Build at scale
3) Distributed smart energy
Further information about the strategy can be found on pages 26 to 30 of the Strategic Report. The Board
has once again assessed the Company’s purpose and business model and thereby reconfirmed the basis
upon which Pod Point generates and preserves value over the long term (the business model can be
found on pages 4 to 11 of the Strategic Report). In particular, the risks to and opportunities for the future
success of the business were considered by the Board along with an assessment of the sustainability of
the Company’s business model. The Company’s governance framework has also been further developed
and strengthened as set out in this report. In addition, in February 2022 the Board established the ESG
Committee and the ESG Working Group to support it in determining the Company’s environmental, social
and climate risk opportunity priorities. This has been important in ensuring that the governance structure
supports the long-term sustainability of the Company’s strategy.
Operational performance
The Board is responsible for ensuring that the necessary resources are in place for the Company to
meet its objectives and measure performance against them. Review and approval of the annual budget
forms part of this assessment, in addition to the Board’s ongoing assessment of the Executive Directors’
implementation of the approved strategy. The Board Strategy Day in October was an important
opportunity to engage with the Executive Team regarding the direction and strategy of the business.
The output from the Strategy Day provided the basis for the Board’s review of the 2023 business plan
and budget in December.
Summary of Board activities during the year
Strategy
•
Directors attended a two-day Strategy Day and Board meeting
•
Reviewed progress on strategic projects, such as product development
•
Reviewed 2022 and 2023 forecasts
•
Reviewed management’s assessment of Pod Point’s market share trends
•
Reviewed international strategy generally and future of the Norwegian business in particular
Operational performance
•
Approved the revised 2022 business plan and budget
•
Approved a consumer credit brokerage application to the FCA
•
Received regular reports from the CEO on industry, sales and supply chain updates
•
Approved the 2023 business plan and budget
•
Approved the establishment of overseas branches in Ireland and Spain
Audit, risk and internal controls
•
Regularly reviewed the IT structure, product development plans and cyber security
•
Reviewed the internal audit plans
•
Reviewed Internal Audit Reports on governance and controls and revenue processes
•
Reviewed and approved the 2021 Preliminary Statement, 2021 Annual Report and 2022
Interim Report
•
Developed and maintained a risk management framework and continued to review the
Group’s principal and emerging risks (set out on pages 64 to 73)
•
Regularly reviewed related party transactions
Culture, purpose and values
•
Reviewed the Company’s purpose, values and strategy and approved the Board’s
mechanisms for assessing and monitoring culture
•
Reviewed workforce policies and practices
•
Updated and approved the whistleblowing mechanism for the workforce to raise matters
of concern
•
Received regular health and safety updates, including a presentation from the Company
Health & Safety Manager
•
A number of Board members participated in the Company’s Residential
Board leadership and purpose
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
83
S
t
r
a
t
e
g
y
C
u
l
t
u
r
e
–
P
o
w
e
r
e
d
b
y
o
u
r
p
e
o
p
l
e
V
a
l
u
e
s
Be ready to serve the scale of opportunity.
Improve and expand our product offering to serve
more routes to market. Invest in our software
capability to realise a number of recurring revenue
business models. Target investments in owned
assets where we see positive returns.
Purpose
To deliver on our
vision and mission:
—
Our vision is of travel that
doesn’t damage the earth
—
Our mission is to put an
electric vehicle
chargepoint
everywhere you park
Board leadership and purpose
continued
Stakeholders
•
Reviewed the Company’s key stakeholders and mechanisms for engagement and for
ensuring their interests have been considered in Board decision-making (the s172 statement
can be found on pages 75 and 76)
•
Developed a shareholder engagement programme
•
Established an ESG Committee and ESG Working Group to focus on TCFD Report and
environmental KPIs
•
Approved programme for Board workforce engagement
•
Attended the Pod Point staff Residential
•
Reviewed shareholder analysis at each Board meeting
•
Agreed environmental priorities for 2023
Appointments and diversity
•
Appointed David Wolffe as CFO Designate
•
Reviewed Executive-level succession plan in December 2022
•
Reviewed and approved a Board Diversity Policy
•
Appointed an in-house Company Secretary with effect from 3rd January 2023
Remuneration
•
Received updates from the Remuneration Committee, which had monitored the structure
of workforce remuneration (the Remuneration Committee Report can be found on pages
93 to 103)
•
Approved a Remuneration Policy in principle which was then approved at the 2022 AGM
Corporate governance
•
The Chair held meetings with the Non-Executive Directors without management present
twice during the year
•
The Senior Independent Non-Executive Director met with the Non-Executive Directors
to review the performance of the Chair
•
Updated the schedule of matters reserved to the Board
•
Undertook a Board and Committee performance evaluation and agreed a follow-up
action plan which can be found on page 89
•
Received regular updates from each of the committees
•
Established a Share Allotment Committee
•
Approved 2021 Preliminary Statement, 2021 Annual Report, 2022 AGM circular and 2022
Interim Report
•
Amended the Group Securities Dealing Code
Purpose:
Our purpose is why Pod Point was founded and it continues to drive everything we do
Strategy:
Our strategy will deliver on our purpose and create future value through our EV charging solutions
Values:
Our values help shape our culture and what it means to be a Pod Pointer
Culture:
Our culture plays a key role in the delivery of our strategy and the long-term success of the business
Further detail on these can be found in the Strategic Report on pages 4 to 63.
Mechanisms for monitoring and assessing culture
The Board is responsible for monitoring and assessing culture and ensuring that policy, practices
and behaviours throughout the business are aligned with the Company’s purpose, values and strategy.
The Board strives to embed the Company’s values into the organisation through leading by example
and setting a positive tone from the top.
Purpose, values, culture and strategy
Human:
We will treat
people according
to their needs
Industrious:
We will work hard
to do what needs
to be done
Driven by purpose:
Every Pod Pointer
believes that travel
shouldn’t damage
the earth – and that
we therefore need
to put an electric
vehicle chargepoint
everywhere
you park
Guiding:
We will motivate
people to join us
on our journey
Succeed
your way:
We’ve created a
workplace where
you can be at
your best
Be your whole
self at work:
We celebrate
individuality and
things that make
you, you
Visionary:
We will create
the solutions for
the problems that
don’t exist yet
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
84
Board leadership and purpose
continued
The Board has drawn upon a variety of metrics and indicators in order to monitor and assess corporate
culture, including:
•
Feedback from the Board’s engagement with employees and from the NED responsible for Workforce
Engagement (see Workforce Engagement below)
•
Results of a Company-wide engagement survey
•
Monitoring of employee attrition, absence and general wellbeing metrics
•
Reports on health and safety performance at each Board meeting
•
Number and summary of whistleblowing reports
The outcome of the Board’s monitoring shows that overall, our people feel they are treated well, with respect and
that diversity is highly valued. Colleagues feel supported, they strongly believe in the Company purpose and
strategy and enjoy working at Pod Point. However, a specific area of focus for the Senior Management Team in
2023 is to improve communication. The rapid growth of recruitment and the move to being a listed company has
led to some challenges in this respect. Management has a clear communication plan in place with regular monthly
team meetings throughout 2023 to address these concerns.
Whistleblowing
The Board and Senior Management Team are committed to conducting Pod Point’s business with honesty
and integrity, and expect everyone involved with the Company to maintain these high standards. Consequently,
Pod Point’s whistleblowing policy, which was reviewed and updated during the year, sets an expectation that
employees should raise concerns in confidence either through their line manager or the People Operations Team
or, if they wish, anonymously through our appointed third party. The Board (via the Audit & Risk Committee)
receives regular reports regarding any issues raised via the mechanism and ensures that arrangements are made
for the proportionate and independent investigation of any matters required, including any follow-up action.
During the year no whistleblowing reports were made.
Conflicts of interests
At the beginning of each Board meeting, Directors are reminded of their duties under sections 175, 177 and
182 of the Companies Act which relate to the disclosure of any conflicts of interest prior to any matter that
may be discussed by the Board. As part of this process, Directors also notify the Board of any other new
Board and other appointments that they have or are about to take on. In addition, EDF has entered into an
agreement with the Company (the “Relationship Agreement”) to ensure that relationships between it and
the Company are conducted at arm’s length and on normal commercial terms. Messrs Commaret and
Guyler have been appointed to the Board by EDF pursuant to the Relationship Agreement. The Relationship
Agreement complies with the independence provisions set out in Listing Rule 6.1.4R for controlled companies.
Workforce policies and practices
The Board is responsible for ensuring workforce policies and practices are consistent with the Company’s
values and support its long-term sustainable success. Pod Point has already established a number of policies
and procedures which set out the values of the Company and the behaviours expected of colleagues. The
Board is responsible for approving (including any changes to) the Group’s major policies, including those
relating to the conduct of business, the workforce, environmental matters, health and safety, data protection,
security, insurance, risk management and treasury. These will be reviewed on an annual basis going forward.
Stakeholder engagement
A full analysis of the Company’s stakeholder groups and how it has engaged with each can be found on pages
8 to 11, along with our s172 statement on pages 75 and 76. During 2023, the Board will continue to undertake a
more systematic approach to the evaluation of stakeholder considerations within its decision-making process.
The Company seeks to deliver value for all stakeholders. The Board undertakes regular and proactive
engagement to understand stakeholder needs and interests, which inform its decision-making.
Workforce engagement
Pod Point’s People Operations Team engages with employees through a wide range of channels including
anonymous workforce surveys and town hall meetings, as well as ‘Ask Me Anything‘ meetings where people
can interact with Senior Executives and ask questions.
Karen Myers is the Non-Executive Director responsible for workforce engagement and has worked
throughout the year with the ESG Committee to develop an ongoing programme for Board engagement
with the workforce. A number of engagement events were held during 2022, including:
A Women in Leadership event with members of the Board attending and answering questions. The session
allowed for good debate and open and challenging questions, while providing positive feedback on the
Company’s approach to flexible working and working practices, with employees feeling it enables them
to balance parenthood with work commitments.
Board members attended the Pod Point Residential, a face-to-face event open to all employees, which
focused on the themes of climate change, inclusivity, and wellbeing. The CEO held a live Q&A session and
the Board subsequently took action following employee feedback on the impact of the cost of living crisis.
Karen attended a Company-wide team meeting hosted by Erik Fairbairn in which he provided an update on
the business plans for 2023, discussed the outcomes of the engagement survey and outlined the approach to
be taken to improve communication.
Employees had the opportunity to ask questions on any subject during Board engagement activities,
including in relation to Executive remuneration. Feedback on the cost of living crisis, received at the Pod Point
Residential and through the engagement survey, was discussed by the Remuneration Committee and the
situation was monitored during the year. An approach to the 2022 salary review to support and help lower
paid employees was later discussed and agreed. Discussions on the cost of living crisis were taken into
account in considering and agreeing the Executive pay awards. The feedback will also inform a review of
benefits in 2023. Further information can be found on page 94.
Shareholders
As the Company matures, the Board will establish a formal programme of engagement with shareholders,
ensuring it remains cognisant of their concerns and views in order to incorporate them into Board decision-making.
In December 2021, the Board appointed joint brokers and financial PR agents who continued to feedback to the
Board throughout 2022 as necessary on shareholder issues. The Chair is also in dialogue as necessary with the major
shareholder, primarily via EDF’s appointed Directors. The Chair and Company Secretary met with EDF ahead of
the AGM to discuss the business of the meeting. The Chair of the Remuneration Committee engaged with leading
shareholders and met with one prior to the AGM to discuss the proposed Remuneration Policy. Additionally, the
views expressed by our two major shareholders have been factored into our planning for future LTIP awards. The
investor relations and communications strategy was discussed by the Board, following a presentation by our
brokers and financial PR agents at a session on the Strategy Day in October 2022.
The Executive Directors are in regular contact with the largest investors and met with many of them during
the year.
The Company maintains an investor website (investors.pod-point.com), which contains key information including:
•
published financial results
•
key reports and documents
•
a financial calendar
•
details regarding the
Company’s corporate
governance arrangements
•
leadership profiles
•
share price details
•
regulatory news service
announcements
Investors are encouraged to email queries to the Company’s investor relations at investor.relations@
pod-point.com. The Chair and Senior Independent Directors are available to meet with shareholders to
discuss any matters that they may wish to raise concerning the governance of the Company, as are the
Chairs of the Audit & Risk and Remuneration Committees.
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
85
Gareth Davis was appointed as Chair on 25th October 2021 and was independent at the time of his
appointment. Erik Fairbairn is the Chief Executive Officer and, therefore, the roles of Chair and CEO are
held by different people. Dr Andy Palmer was appointed Senior Independent Director on 25th October
2021. The Nomination Committee undertakes an annual review and assessment of the independence
of the Non-Executive Directors. The Board has approved a written statement of responsibilities of the
Chair, CEO and Senior Independent Director.
In addition to the six scheduled meetings of the full Board during 2022, the Chair twice met separately
with the Non-Executive Directors to evaluate the performance of the Executives. The Senior
Independent Director also scheduled a separate meeting in October with the Non-Executive Directors,
without the Chair present, to evaluate the performance of the Chair.
The Board consists of five independent NEDs, two Executive Directors, two NEDs appointed by
EDF (non-independent) as well as the Chair.
All Directors have access to the advice of the Company Secretary, who is responsible for advising the
Board on all governance matters. The appointment and removal of the Company Secretary is a
reserved matter for the whole Board. Since the year end, the Board has approved the appointment of
a new in-house Company Secretary which took effect from 3rd January 2023 following an extensive
recruitment process.
Division of responsibilities
Chair of the Board
•
Responsible for leadership of the Board and overall effectiveness
•
Facilitates effective Board decision-making and governance by ensuring effective information
flows and sufficient time for agenda item discussion
•
Facilitates constructive Board relations and discussions
•
Oversees Director induction and training
•
Oversees Board and committee performance evaluation process
•
Oversees succession planning process as Chair of Nomination Committee
•
Oversees engagement with key stakeholders, including shareholders
Chief Executive Officer
•
Manages the Group on a day-to-day basis with support of Senior Management Team
•
Develops and implements Group strategy, plans and commercial objectives
•
Manages and mitigates Group principal and emerging risks
•
Oversees development needs for Executive Directors and senior management
•
Oversees succession planning for key personnel
Senior Independent Director
•
Provides a sounding board for the Chair of the Board
•
Leads the review of the performance of the Chair of the Board
•
Acts as sounding board for shareholder queries where inappropriate to raise with the Chair
of the Board or Executive Directors
•
Chairs the Nomination Committee in instances where succession plans for the Chair of the
Board are considered
Non-Executive Directors
•
Monitor and oversee Group performance against objectives
•
Challenge and support the Executive Directors
•
Bring external perspective, independent judgement and objectivity to decision-making
and discussions
•
Approve and oversee strategic direction
•
Serve on committees
Company Secretary
•
Supports the Board to ensure efficient and effective functioning
•
Available to Directors for advice
•
Advises the Board on governance matters
•
Supports the Directors in receiving information in a timely manner
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
86
Governance framework
There is a clear division of responsibilities between the Board, its Committees and the Senior Management Team.
Chaired by Gareth Davis
Roles and responsibilities
•
Establishes strategic direction of the
Group and ensures alignment with
purpose and values
•
Oversees the performance of the
Executive Directors in fulfilling set
strategic objectives
•
Establishes and oversees the
framework for risk management and
internal control
•
Engages with the Company’s
shareholders and other key
stakeholders
•
Oversees the integrity of financial
reporting including approval of
financial results announcements
•
Approves conflicts of interest
Audit & Risk Committee
Chaired by Dr Margaret Amos
Roles and responsibilities
•
Monitors integrity of financial reporting
•
Oversees internal audit function
•
Oversees external audit process and relationship
•
Oversees internal control and risk management systems
•
Oversees whistleblowing mechanisms, fraud and
bribery prevention
Audit & Risk Committee Report can be found on
pages 90 to 92.
ESG Committee
Chaired by Dr Margaret Amos
Roles and responsibilities
•
Monitors sustainability strategy and reporting
•
Oversees stakeholder engagement
•
Reviews and recommends ESG policies and procedures
•
Oversees workforce engagement plans and strategy
The ESG Committee is supported by an Executive
ESG Working Group.
ESG Working Group
Roles and responsibilities
•
Supports the ESG Committee in fulfilling its responsibilities
•
Reviews the Company’s statutory and regulatory
reporting requirements in relation to ESG matters when
preparing annual reports
•
Maintains the ESG Working Group action plan
Market Disclosure Committee
Roles and responsibilities
•
Assesses inside information
•
Approves RNS announcements
Senior Management Team (SMT)
Roles and responsibilities
•
Delivers strategy and day-to-day management of the
Group’s operations
•
Operates the risk management framework and internal
controls environment
Nomination Committee
Chaired by Gareth Davis
Roles and responsibilities
•
Oversees Board composition and succession planning
•
Oversees Board appointment process
•
Recommends annual Director re-elections
•
Approves Board and committee membership
•
Approves Directors’ external appointments
•
Oversees Board training and evaluation
•
Oversees Board and workforce diversity and inclusion
Nomination Committee Report can be found on
pages 88 to 89.
Remuneration Committee
Chaired by Karen Myers
Roles and responsibilities
•
Oversees Executive Group remuneration, policy and practices
•
Oversees Executive Group service agreements, termination
payments and benefits
•
Oversees Group share schemes
•
Oversees disclosure of information, reporting and
shareholder approval with regards to remuneration
Remuneration Committee Report can be found on
pages 93 to 103.
Board of Directors
Division of responsibilities
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
87
Nomination Committee Report
Gareth Davis
Chair of the
Nomination
Committee
In last year’s report, I noted that our immediate priority in 2022
would be to commence the search for a suitable candidate to
replace our CFO, David Surtees, when he retires in the spring of
2023. Our objective in this search was to appoint someone who
could bring a combination of an entrepreneurial outlook with
listed company experience. We were pleased to complete the
process with the announcement of David Wolffe’s appointment
as CFO Designate in July, and his subsequent appointment to
the Board as Chief Financial Officer on 3rd January 2023. He is
an experienced CFO and Pod Point will benefit greatly from the
experience that he will bring to the Company. It is appropriate
at this point to acknowledge David Surtees’ great contribution
to the development of Pod Point over the past five years,
especially its transition to becoming a listed plc.
In September and October, we undertook our first Board
evaluation exercise which was facilitated by our Company
Secretary using questionnaires. The findings of this exercise were
discussed by the Board, although the Nomination Committee has
separately considered these findings insofar as they impact on
the composition and development of the Board. A key outcome
was the need for the committee to focus on the succession plans
for the Senior Management Team. Towards the end of the year,
we took some time to review these succession plans and I expect
this to be an area of greater focus going forward.
Gareth Davis
Chair of the Nomination Committee
Board appointments
As reported in 2021, with the exception of the two Non-Executive Directors appointed under the Relationship
Agreement with Pod Point’s major shareholder, EDF, all of the Directors were appointed at the time of the
Company’s IPO in November 2021. At that time, David Surtees, the Company’s Chief Financial Officer, advised the
Board of his planned retirement in 2023. The Committee commenced the selection process for his replacement in
late 2021 and appointed Independent Search Partnership LLP (ISP) to assist with this task. ISP does not have any
connection with the Directors or the Company.
For the CFO appointment, three key areas of experience and expertise were identified as prerequisites: Plc financial
experience; founder/entrepreneur experience; and high growth company experience. In addition to using these
criteria as the basis for its search, ISP was challenged to ensure that the long list of candidates was diverse –
particularly in terms of gender. As a result, a number of women were long-listed in the process. Gareth Davis, as
Chair, and Erik Fairbairn, as CEO, led the process and other members of the Nomination Committee participated in
the selection interviews. Members of the Senior Management Team met with candidates to ensure that there was a
good cultural fit and Dr Margaret Amos as chair of the Audit & Risk Committee, and David Surtees’ as outgoing CFO,
interviewed candidates from a technical financial point of view.
As a result of this process, David Wolffe was appointed as CFO Designate in July and was appointed Chief
Financial Officer and joined the Board on 3rd January 2023 in place of David Surtees, who retired from the Board
as of the same date.
A brief description of the skills and experience of the Directors is set out on pages 80 to 82 of the Annual Report.
Succession plans
In the second half of 2022, as part of its strategy discussions, the Board spent time focussing on the leadership needs
of the organisation, to ensure that the resources and structures are in place to support the long-term growth of the
business. At the same time, the Nomination Committee initiated its regular programme of reviews of the succession
plans for Senior Executives, particularly members of the Senior Management Team.
Board diversity policy
The Board has approved the Board Diversity Policy (the “Policy”), which sets out the approach to diversity on the
Board of Directors of the Company (the “Board”). The Policy is consistent with the Policy that applies to the Pod Point
workforce, which is discussed in the Strategic Report on page 57. Further information on the diversity of the Pod Point
workforce is also set out on pages 57 and 58 of the Strategic Report.
Scope of application
This Policy applies to the Board only. It does not apply to employees of the Company and its subsidiaries.
Policy statement
The Board endorses the benefits of representation of a diversity of backgrounds, including in relation to age, gender,
ethnicity and educational or professional background, and is committed to ensuring that the Board benefits from a
wide range of skills, knowledge, experience, backgrounds and perspectives.
All appointments will be made on merit against objective criteria within the context of the required balance of skills
and background that the Board requires in order to function effectively.
Objectives
•
To agree measurable objectives for achieving gender, ethnic and cultural diversity on the Board
•
To ensure that all searches conducted in relation to Board appointments, whether by the Company or external
search firms, identify and present an appropriately diverse range of candidates for the relevant vacancy
Committee membership
•
Gareth Davis
(Chair of the Committee)
•
Dr Margaret Amos
•
Norma Dove-Edwin
•
Rob Guyler
•
Karen Myers
•
Dr Andy Palmer
•
Dr Erika Schraner
Summary of key roles
and responsibilities
•
Monitor and assess the
structure, size and
composition of the
Board and monitor the
balance of skills,
knowledge, experience
and diversity on the
Board and in senior
management
•
Conduct regular and
proactive succession
planning
•
Lead the process for
Board appointments
•
Make recommendations
regarding annual
re-election of Directors
at the AGM
•
Make recommendations
regarding Board roles
and committee
memberships
•
Approve Directors’
external commitments
Composition, succession and evaluation
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
88
Monitoring and reporting
Every year, we will present the following matters in our Committee Report:
•
a summary of this Policy and progress made against its objectives
•
the p
rocess used in relation to Board appointments
•
our approach to succession planning and the development of a diverse pipeline of candidates
•
an explanation of how diversity helps the Company meet its strategic objectives
•
the gender balance of senior managers and their direct reports
Review
We will review the Policy and its effectiveness annually and recommend any changes for Board approval. A copy of
this Policy will be maintained on the Company’s investor website. If necessary, this Policy will be reviewed on an ad
hoc basis in consideration of any regulatory or governance developments in relation to Board diversity.
Progress during 2022
The Board believes an inclusive and diverse membership results in optimal decision-making and assists in the
development and execution of a strategy which promotes the success of the Company in line with its overall cultural
expectations and for the benefit of its stakeholders. Since IPO, the Board has partially met the diversity targets set out
in the Listing Rules with over 40% of the Board being women and one Board member being from a minority ethnic
background. The Nomination Committee has discussed and will keep under review the requirement that at least one
of the senior positions on the Board (Chair, CEO, Senior Independent Director and CFO) is held by a woman. This was
a factor that the Committee considered through the selection process for the CFO role, and the headhunters, who
assisted the Committee, were asked to prioritise this. A number of women were subsequently interviewed. We will fully
report against the diversity targets set out in the Listing Rules in our 2023 Annual Report.
Induction and development
On appointment, Directors are provided with opportunities to be briefed on Pod Point’s operations, including
opportunities for briefings with each member of the Senior Management Team. In addition, the Company’s legal
advisers provide briefings for the Directors on their legal duties and responsibilities as Directors of a Main Market
listed company. On a continuing basis, the Company Secretary and General Counsel will also supply regular updates
to the Directors on relevant legal and corporate governance developments.
In addition, Directors are able to meet with management whenever they wish. They are also invited to Pod Point’s
Residential event for employees, with a number of the Directors attending the 2022 Residential.
The Nomination Committee is confident that each of the Board members has the knowledge, ability and experience
to perform the functions required of a Director of a listed company.
Reappointment of Directors
All of the Directors stood for election in accordance with the provision of the articles of association of the Company
at the 2022 AGM and will be subject to annual re-election in future years, in compliance with the Code.
The Nomination Committee reviewed the contributions and experience provided by each of the Directors and
continues to be satisfied that the contributions made by the Directors who will offer themselves for re-election at
the 2023 AGM will continue to benefit the Board. Shareholders will therefore be invited to support their re-election.
Details of the Directors are shown on pages 80 and 82. Further details in respect of the contribution each Director
makes to the long-term sustainable success of the Company is set out in the Notice of AGM.
External Directorships and Directors’ time commitments
Directors are required to notify the Chair prior to taking on any new Directorships. The Board monitors and approves
all such appointments, ensuring that they do not inhibit the Director concerned from fulfilling their commitments to
the Company and the Board. Significant time commitments of potential Directors are also considered before an
appointment is formalised.
The Board believes, in principle, in the benefit of Executive Directors accepting non-executive directorships of other
companies in order to widen their skills and knowledge for the benefit of the Company. All such appointments require
the prior approval of the Board and the number of public company appointments is limited to one. The Executive
Directors have not held any such appointments since the IPO.
Board evaluation
The Board undertook a Board evaluation exercise during the second half of 2022, facilitated by the Company
Secretary. Directors were asked to complete confidential questionnaires which considered different aspects of the
work of the Board and its committees. The findings were presented to the Board in October 2022 and discussed by
each of the committees, with an action plan developed in response. Overall, the Directors were satisfied with the
performance of the Board and committees in the 12 months since the IPO. A number of areas for further
improvement were identified and the following points are being considered as actions for 2023:
Areas for further consideration
Progress/Status
Board business and reports
•
The allocation of agenda time to strategic
projects, long-term transformation topics and
performance reviews, to optimise discussion time
•
Further development of KPIs and clearer
identification of the key metrics
•
The Chair and CEO will consider this further in setting agendas
and Board business in 2023
•
The CEO and CFO will work on further KPIs during 2023
Stakeholders
•
Greater visibility of people metrics and employee
engagement, as well as programmes, metrics
and mechanisms to monitor culture
•
More qualitative information about shareholder
engagement and investor relations
•
Employee metrics have been incorporated into the ESG KPI
Dashboard and the Employee Engagement Programme has
been discussed by the Board
•
This was discussed with the Company’s PR advisers and brokers
at the October Strategy session. An investor engagement and
communications strategy is being developed
ESG
•
Continue to develop the ESG strategy and
programme, especially climate-related risks
•
The ESG Committee will be developing the strategy and
programme in 2023
Discussion and communication
•
More visibility of and interaction with management,
both during and outside Board meetings
•
Opportunities for more informal discussion and
dialogue outside Board meetings
•
Chair and CEO to consider (i) more involvement of Senior
Management Team and management in Board meetings and
(ii) Board/management engagement outside Board meetings
Succession
•
Further development of the succession plans for the
CEO and Senior Management Team
•
Succession plans were presented at the Nomination Committee
in December
Effectiveness of the Committee
As noted above, an internal evaluation was undertaken in relation to the Board and its committees. The Nomination
Committee discussed the elements of the evaluation relating specifically to its effectiveness and overall was satisfied
that the Committee works effectively. An increased focus on succession planning and the development of succession
plans for key positions were highlighted as actions for the Nomination Committee.
Nomination Committee Report
continued
Composition, succession and evaluation
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
89
Audit & Risk Committee Report
Dr Margaret Amos
Chair of the
Audit &
Risk Committee
Committee membership
•
Dr Margaret Amos
(Chair of the Committee)
•
Norma Dove-Edwin
•
Karen Myers
•
Dr Andy Palmer
•
Dr Erika Schraner
Summary of key roles and responsibilities
•
Monitor the integrity of the Group's
financial statements and other formal
announcements relating to financial
performance
•
Advise on whether the Annual Report and
accounts is fair, balanced and understandable
•
Oversee the internal audit function
•
Oversee the relationship with the external
auditor and scope of the external audit,
including monitoring their independence
•
Monitor and review the adequacy and
effectiveness of internal control and risk
management systems
•
Review mechanisms for whistleblowing
and prevention and detection of fraud and
bribery and other compliance matters
•
Engage with shareholders on significant
matters related to the committee’s
responsibilities
Highlights
•
Appointed and developed an internal audit
plan in conjunction with our newly appointed
internal auditor, Grant Thornton
•
Maintained focus on our internal controls
and embedded improvements as required
•
Further developed our risk framework to
identify, assess and monitor emerging risks
in the current macro-economic and political
environment
Priorities
•
Further develop our controls and risk
framework to support our strategy in 2023
and beyond
•
Prepare for the tender of the external audit
in 2023
•
Further monitor our IT system development to
support our IT strategy and cyber security plan
Committee members have been appointed to provide a wide range of financial and
commercial expertise, as shown in the following table:
Committee member
Expertise
Dr Margaret Amos
Financial, audit, strategy and ESG
Norma Dove-Edwin
Digital transformation and information systems
Karen Myers
Human resources, corporate affairs and remuneration
Dr Andy Palmer
Automotive, operations and capital markets
Dr Erika Schraner
Strategy, supply chain, operations, technology and M&A
External audit
The Audit & Risk Committee oversees the Company’s relationship with, and the
performance of, the external auditor. This includes responsibility for monitoring its
independence, objectivity and compliance with ethical and regulatory requirements
and for approving the nature of non-audit services which the external auditor may
or may not be allowed to provide to the Company.
Auditor appointment, rotation and reappointment
Deloitte has provided external audit services to the Company in its capacity as a
private company since 29th January 2020 and was appointed by the Board as the
Company’s external auditor in its capacity as a public listed entity on 15th October
2021. Deloitte’s appointment as external auditor was approved by shareholders at
the AGM on 14th June 2022.
The Company’s policy is for no external auditor to stay in post for longer than 20
years and for tenders to be undertaken at least every ten years, in accordance with
the provisions of the EU Audit Directive. Accordingly, the next audit tender would
have taken place no later than 2031. In the second half of 2022 EDF, the Company’s
majority shareholder EDF SA, notified the Board that it was replacing Deloitte as its
joint auditor to the Group for FY2023 following a tender in accordance with French
rotation requirements. Going forward for FY23 and beyond the joint auditors will
be KPMG and PwC. A tender for the Pod Point audit was subsequently scheduled
to enable operational efficiency from one of the joint auditors to be an option, and
allow greater choice in professional services for EDF. Deloitte have accordingly not
participated in the audit tender which is scheduled to complete at the end of June.
Assessment of effectiveness of the external auditor
As a committee, we assessed the quality of the external audit process during the year,
reviewing their level of competence and professional scepticism. We were satisfied by
Deloitte’s quality but as previously noted an audit tender process will be completed
during the first half of 2023 for the reasons set out above.
Audit, risk and internal control
I am pleased to introduce the report of the
Audit & Risk Committee for the first full year
since Pod Point’s IPO.
With Pod Point’s listing taking place in late 2021, it was a priority from
the very beginning that the committee should swiftly establish an
effective governance environment for the Group's financial reporting,
risk management and internal control frameworks. We also recognise
the importance of building build strong connectivity with the external
auditor, Deloitte and the outsourced internal auditor, Grant Thornton.
This report outlines the progress we made during the year.
We entered 2022 with an immediate priority to establish a solid
process for the preparation and audit of the 2021 Annual Report.
To make this process manageable, we agreed with Deloitte that
we would split the reporting process into two halves, resulting in an
unaudited Preliminary Results announcement being released on 18th
February 2022, and the full Annual Report being sent to shareholders
on 6th May 2022. Given the turnaround time between the IPO and
publication of our debut Annual Report, a number of commitments
were made in our narrative reporting, particularly in relation to ESG
and TCFD reporting. The Audit & Risk and ESG Committees have
been monitoring progress towards meeting those commitments
during the year, and I am pleased to report that Pod Point has made
significant steps forward.
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
90
The Audit & Risk Committee was notified during the year that Deloitte had been selected for a review
by the FRC’s Audit Quality Review team (AQR) in respect of the audit for the year ended 31st December
2021 and the Chair of the Committee was requested to participate in the review process. Following the
review, the Audit & Risk Committee received the AQR Inspection Report and was pleased to note that
no key findings arose, although four areas were identified for improvement. These areas have been
discussed with Deloitte and they have confirmed that each area has been addressed appropriately
during the 2022 audit.
The committee meets privately with the lead external audit partner, and any other audit staff in
attendance at committee meetings as part of the assessment process. It also reviewed the audit strategy
for the year, including scope, level of fees and risks. Any issues identified as part of the assessment will be
communicated to the external auditor and plans drawn up for improvements to be made.
Independence and objectivity
The committee annually reviews the external auditor’s independence and objectivity by way of
(i) assurances provided by the external auditor regarding the safeguards in place to maintain
independence; and (ii) oversight of total non-audit service fees. The committee undertook its
annual review of the independence and objectivity of Deloitte at it's meeting in December 2022.
Non-audit services and fees
During the year, the committee reviewed and approved the Company’s non-audit services policy
which sets out the list of services and work that the external auditor is prohibited from undertaking
for the Company. The policy also includes a requirement for the Chair of the Audit & Risk
Committee to approve all non-prohibited services up to £25,000 in value, and for the Audit & Risk
Committee to approve all non-prohibited services over £25,000 in value.
During 2022, Deloitte did not undertake any non-audit services other than completing the 2022 half
year review (£45,000) which although strictly a non-audit service is usually expected to be completed
by the auditor of a listed company. In 2021, Deloitte acted as reporting accountants and performed
certain transaction support services in connection with the Company’s IPO (£946,000).
Significant issues and other accounting judgements
In reviewing the Group’s Annual Report and accounts with management and the external auditors,
the following significant issues were assessed and have subsequently been discussed with Deloitte
in relation to the preparation of the 2022 Annual Report.
Area
Why it is significant
Audit & Risk Committee action
Impairment
The current economic climate, and delays in EV growth, have
impacted on the results of the business and market
capitalisation. Accordingly, goodwill impairment has been
classified as a significant risk for the year.
The committee noted the comments
from the external auditor, and has
ensured that the goodwill impairment
review was extensive and fully
compliant with IAS36 to exclude all
future revenue streams. Conservative
market assumptions were used and
additional downsides sensitivities
applied to confirm the continuation
of adequate headroom.
Revenue
recognition
The audit of revenue recognition is standard practice under
International Standards On Auditing (UK and Ireland) 240. Pod
Point’s revenue has been divided into two segments; ‘sales to
residential’ and ‘sales to commercial customers’.
The committee noted the external
auditor’s report and their conclusion of
no significant findings to report. The
internal policy on revenue recognition
is considered to be reasonable and
appropriate and will continue to be
reviewed on a regular basis.
Capitalisation of
development
costs
Taking account of increased spend on IT development costs
and its increasing complexity in the period, the capitalisation
of internally-generated development costs has been a
significant accounting assessment.
The Committee noted certain controls
improvements identified through the
external auditor’s report but that there
were no material matters to report.
With further increases in spend on
IT development this area will remain
under review.
Taking account of recent audit results and individual stock values, inventory valuation, which was
previously assessed to be a significant risk, was downgraded as a risk, although the committee continues
to keep this under review. In addition, other areas of judgement in valuations, along with approaches
taken to mitigate the risk of management override of control, are discussed through the year.
Risk management and internal control
The Group’s risk assessment process and the way in which significant business risks are managed is a
key areas of focus. Our activity here was initially driven by the Company’s assessment of its principal risks
and uncertainties, which are set out on pages 68 to 73. As 2022 progressed, the Senior Management Team
developed the risk management framework to protect the business from the material risks which have
been identified. The committee receives regular updates on the development of the risk matrix every
quarter. Management is responsible for establishing and maintaining adequate internal controls over
financial reporting and the committee has responsibility for ensuring the effectiveness of these controls.
We continue to receive reports on and monitor the implementation of the outstanding issues which
were identified during the course of the pre-IPO controls reviews.
Audit and Risk Committee Report
continued
Audit, risk and internal control
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
91
A key area of management’s focus prior to the IPO was on IT and data controls, and a programme of
action was initiated during the IPO. These actions have not been completed during the period and are
currently ongoing with recommendations from the external auditor, and observations from the internal
auditor, that these are important to pursue and finalise to improve the timeliness of reporting and
reduce reliance on detective controls. The committee has established an IT Sub-Committee which
meets from time to time to review, in greater detail, progress on the systems development, product
development and cyber security issues in support of our oversight of management’s IT strategy and
cyber security plan.
The internal auditors provide information to the committee at each of its meetings to enable it to review
the adequacy and effectiveness of the Group's internal control procedures, covering financial,
operational and compliance controls. Additionally, a paper from management, setting out the controls
in place, any failings during the year and action taken as a result, was discussed. The review of the
Group's risk management and internal control systems did not identify any significant failings or
weaknesses that may significantly impact the financial statements.
Internal audit
The committee is responsible for reviewing and approving the role and mandate of the Company’s internal
audit function, and monitoring and reviewing the effectiveness of its work. Prior to the IPO, Pod Point did not
have an internal audit function; however, the committee approved the appointment of Grant Thornton as an
outsourced internal audit function in the first half of 2022, having assessed their experience and expertise
in internal audit. Grant Thornton undertook two audit reviews in 2022: (i) the Company’s governance and
listing rule compliance processes; and (ii) the revenue processes. Reports on each of these audits were
reviewed, respectively, at the July and December meetings. During the year, the Committee met with
Grant Thornton without the presence of management. The internal audit plan for 2023 was approved
at the Committee meeting in February 2023.
Whistleblowing
The Board has delegated oversight of the Group’s whistleblowing policies and procedures to the Audit
& Risk Committee. During 2022, Pod Point’s whistleblowing policy and procedure was reviewed and
updated by management, with the changes being discussed with the committee. Details of the current
policy and procedures are set out on page 85 of the Corporate Governance Report.
Incidents reported via the Company’s whistleblowing arrangements are scheduled to be discussed on
a quarterly basis at each of the committee’s scheduled meetings in 2023. This will ensure that the steps
being taken by management in operating the policy are kept under regular review.
Going concern and viability statements
The committee reviewed the updated wording of the Company’s longer term viability statement, set
out on page 74. To do this, it was ensured that the financial model used was consistent with the
approved three-year plan and that scenario and sensitivity testing aligned clearly with the principal
risks of the Company. Committee members challenged the underlying assumptions used and reviewed
the results of the detailed work performed. We were satisfied that the analysis supporting the viability
statement had been prepared on an appropriate basis.
While satisfied with the going concern statement set out in the 2021 Annual Report, the committee
requested management to further develop its potential sensitivities and scenarios in preparing the
going concern statement for the financial statements for the year ended 31st December 2022, which
is set out on pages 21 to 22. The committee is satisfied with the statement and supporting analysis
presented by management in February 2023.
Fair, balanced and understandable
The committee has undertaken a careful review to ensure that the Annual Report is ‘fair, balanced and
understandable’ and provides the necessary information for shareholders to assess the Company’s
consolidated position, performance, business model and strategy.
The committee and other Board members were consulted at various stages of the drafting of the
Annual Report, as well as having the opportunity to review the Annual Report as a whole. In forming
our opinion and recommendation to the Board in respect of the above matters, we carried out the
following actions:
•
A qualitative review of disclosures and a review of internal consistency throughout the report
•
A review of all material matters, as reported elsewhere in this report
•
A review of the environmental, social and governance (ESG) disclosures
•
A risk-comparison review, which assessed the consistency of the presentation of risks, and significant
judgements throughout the main areas of risk disclosure
•
Ensuring the report accurately reflects:
•
the Company’s position and performance as described on pages 12 to 22 and 31 to 32
•
the Company’s business model, as described on pages 4 to 11
•
the Company’s strategy, as described on pages 26 to 30
On the basis of this work, together with the views expressed by the external auditor, the committee
recommended, and in turn the Board confirmed, that it could make the required statement that the
Annual Report is ‘fair, balanced and understandable’.
Effectiveness of the committee
As noted on page 89, an internal evaluation was undertaken in relation to the Board and its
committees. The Audit & Risk Committee discussed the elements of the evaluation relating specifically
to its effectiveness and overall were satisfied with the work of the committee since the IPO. There were
no actions recommended relating specifically to the Audit & Risk Committee.
On behalf of the Committee, I would like to thank everyone involved in Pod Point’s financial reporting,
risk, controls and interactions with both internal and external audit for their hard work during the year
and through the year end process. I look forward to meeting with shareholders at the AGM and
answering any questions they may have about the work of the committee.
Dr Margaret Amos
Chair of the Audit and Risk Committee
26th April 2023
Audit and Risk Committee Report
continued
Audit, risk and internal control
continued
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
92
Directors’ Remuneration Report
Karen Myers
Chair of the
Remuneration
Committee
Dear Shareholder,
This Directors’ Remuneration Report consists of three parts:
•
The Annual Statement, which summarises the activities
of the Remuneration Committee and our approach to
remuneration, key decisions made and the context for
those decisions
•
A summary of the Directors’ Remuneration Policy (the
'Policy') which sets out the remuneration framework that
applies to the Executive Directors, the Chairman and the
other Non-Executive Directors and which was approved
with a binding vote at the 2022 AGM
•
The Annual Report on Remuneration which will be subject
to an advisory vote at the 2023 AGM
Committee membership
The Remuneration Committee comprises all the independent
Non-Executive Directors, namely Karen Myers (Chair of the
Committee), Dr Margaret Amos, Norma Dove-Edwin, Dr Andy
Palmer and Dr Erika Schraner. The biographies of each member
of the committee are set out on pages 80 to 82.
Our remuneration philosophy
The main objectives of the Policy are to attract, retain and
motivate the Executive Directors and senior employees and to
support the implementation of the Group’s business strategy in
a way which is aligned to the creation of long-term shareholder
value. The Policy reflects the Pod Point culture and values.
The Remuneration Committee oversees the implementation of the
Policy and, in particular, ensures that the Executive Directors are
fairly rewarded for performance and the successful implementation
of the Group’s strategy. The Remuneration Committee will also
take account of Pod Point’s stakeholders and how their interests
have been served. To support the Company’s growth ambitions,
a significant proportion of potential total remuneration is
performance-related and will be delivered in shares.
The pay levels determined for our Senior Management Team
reflect the fierce competition for talent in our high growth sector
and are intended to support the transition from a private to public
company. As a reminder, the IPO remuneration arrangements for
the outgoing Chief Financial Officer were set with his planned
retirement in mind and the desire to ensure an orderly and
well-managed handover process. The Directors’ Remuneration
Policy was approved last year by 99.98% of shareholders at the
2022 AGM.
The context of remuneration decisions
The long-term market for Plug-In-vehicles (PiVs) continues to
be attractive as the industry grows towards electrification in
the UK by 2030. However, growth in the second half of 2022
has slowed markedly, which has been driven by supply chain
challenges in car manufacturing causing reduced deliveries into
the UK. Automotive companies continue to report long lead times
for customers wishing to place orders.
The macroeconomic factors meant that Pod Point’s full year
revenues grew by 16% ahead of guidance. The business
experienced strong expansion of its customer base across both
home and commercial segments. At the same time, the number
of employees increased from 409 at 31st December 2021 to 536 at
the year end with technology and hardware staff increasing from
71 at 31st December 2021 to 150 at the year end as the business
deployed investment funds raised at the IPO. Adjusted EBITDA
showed a loss of £7 million largely as a result of the macro-
economic and geopolitical events of 2022 and despite major
efforts from everyone at Pod Point.
Remuneration
The Directors’ Remuneration Report that
follows has been prepared in accordance with
the Listing Rules, the Large and Medium-sized
Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013 and the
Companies Act 2006.
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
93
The strategic and operational highlights include:
•
Significant growth in network usage, with electricity transferred across our network up 113% at
367 GWh, helping to avoid 278k tonnes of CO
2
e, up 118% on 2021
•
68,963 chargepoints installed and shipped in 2022 (2021: 66,002)
•
Maintained outstanding levels of customer service with a 4.3 out of 5 rating on Trustpilot and a
4.7 out of 5 rating on reviews.io with a 91% recommendation rate
•
Home charge average basket spend increased by 5% to £767
•
Total number of chargepoints installed and able to communicate at the period end increased to
195,096 (2021: 137,420) providing an excellent base to expand recurring revenue products in the future
•
Key OEM contract was won with BMW and the business now has 14 contracts with car OEMs
•
Pod Point now has over 65 operational fleet accounts with businesses including TDPD, DHL, Evri, EDF,
BBC and Brake Brothers
•
In the commercial segment strategic orders were won during 2022 from DHL, Hammerson for the
Bullring in Birmingham, Landsec for Bluewater and Custodian Capital, Mini, JCB, Zenith, B&Q, and DHL
•
Successful transition to a second manufacturing partner, Celestica, for our high volume products
•
Owned asset sites increased to 570 with 1,259 chargepoints including 117 DC rapid chargepoints
•
Several new customers were won or renewed
During the year, Pod Point asked all employees through the employee engagement survey, about their
level of concern surrounding the cost of living crisis. As a direct response, the approach to the annual
salary review with effect from 1st January 2023 was structured so as to ensure that employees who
earned the least received the highest increases as a percentage of salary. In 2023, the average salary
increase is 6%, which will be targeted at the lowest paid with up to 10% increases for those in our entry
level bands. Higher earners will not receive a pay increase for 2023. The committee also intends to
introduce more flexible benefits options for our employees to tailor the package to suit their individual
needs – with the increase effective from 1st January 2023 for all employees, other than the Executive
Directors whose salaries were not adjusted in 2022.
The output from this engagement exercise and other wider Board engagement activities has been
fed back to the committee to assist its deliberations. Employees have had the opportunity to ask
Board members questions on any matter, including Executive remuneration through a number of
engagement avenues throughout the year as detailed on page 85. The committee will continue
to ensure there are appropriate mechanisms in place for employee engagement on Executive
remuneration matters.
In addition, the Remuneration Committee Chair has regular discussions with our largest shareholder
representatives on matters of Executive remuneration. Major decisions made by the committee have
benefited from previous dialogue to understand the shareholder perspective.
Directors’ Remuneration Report
continued
Remuneration
continued
Performance and reward outcomes for 2022
Annual Bonus
The 2022 Annual Bonus Plan ('ABP') was assessed against revenue (50% weighting), adjusted EBITDA
(25% weighting) and operational objectives (25% weighting). As noted above, financial performance
was negatively impacted by an unexpected slow down in the industry due to supply issues with PiVs.
While strong revenue growth meant that we achieved a result between threshold and target, the
adjusted EBITDA threshold was not met. Most of the operational objectives were met in full despite the
macroeconomic challenges. This resulted in an outturn of 42.3% of the maximum annual bonus. The
same annual bonus plan extends to 65 participants. The committee spent a considerable amount of
time reviewing the result in the light of the wider stakeholder groups including the performance of the
share price since IPO. The committee’s view is that when viewed against the financial, operational and
strategic achievements in the year, the overall outcome was fair and proportionate and hence no
discretion was applied. As a reminder, 30% of the bonus will be deferred into shares for two years.
Long term incentives
As set out in last year’s report, one-off legacy IPO Share Awards were made to the Chief Executive
Officer and previous Chief Financial Officer which remain subject to employment and, in the case of the
performance awards, performance to the end of 31st December 2024 and 31st December 2025. Part of
the IPO Restricted Share Award vested on the first anniversary of Admission in November 2022, but no
other awards were due to vest in relation to the year ended 31st December 2022.
In 2022, Pod Point made its first LTIP award to selected employees. The awards were, as set out in last
year’s report, subject to revenue in FY24 (25% weighting), recurring and owned asset revenue in FY24
(25% weighting), cumulative adjusted EBITDA (25% weighting) and an ESG measure based on proportion
of battery electric vehicles (BEV) or range extended electric vehicles (REX) leased or owned by Pod
Point’s employees and installers. In advance of the award, the Remuneration Committee took account
of the share price at the time and decided to reduce the level of award for the CEO from the original
intended award of 150% of salary to 135% of salary. The previous CFO was not eligible for an LTIP award
due to his planned retirement in March 2023. Full details of the awards are set out on page 97.
Board changes
David Wolffe joined the business on 25th July 2022 as CFO Designate and was formally appointed
to the Board on 3rd January 2023. His appointment terms were in line with the approved Directors’
Remuneration Policy and included a salary of £360,000 (the same salary as his predecessor), a car
allowance, other market–standard benefits, a pension allowance aligned to the contributions for Pod
Point’s employees, an annual bonus maximum of 125% of salary and a maximum LTIP of up to 150% of
salary. For 2022, he was eligible for a pro-rated bonus and received an LTIP award of 150% of salary
with the same performance conditions as other participants. His shareholding requirement is 200%
of salary and will apply for two years post-cessation of employment.
David Surtees stepped down from the Board as part of his planned retirement on 3rd January 2023
and, following an orderly handover with David Wolffe, retired from the Company at the end of March
2023. He remained eligible for a bonus for 2022. As set out in last year’s report, he will be treated as a
good leaver for incentive plan purposes and is eligible for a pro-rated bonus for 2023 for the period
worked. His shareholding requirement continues for one year post-cessation as agreed at IPO due
to his planned retirement.
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
94
Implementation of Directors’ Remuneration Policy for FY23
Element of pay
Chief Executive Officer – Erik Fairbairn
Chief Financial Officer – David Wolffe
Base salary
£450,000 (no increase for FY23)
£360,000 (no increase for FY23)
Pension
Aligned to the employer contribution
for all employees. This is 4.5% of salary in 2023
Benefits
Car allowance of up to £20,000.
Car allowance of up to £15,000
and private medical cover
Annual
bonus plan
Max: 125% of salary.
70% paid in cash/30% deferred into shares for two years when they will vest
Subject to performance measures: revenue (50% weighting), adjusted EBITDA (25% weighting)
and operational measures (25% weighting) which includes ESG objectives
LTIP
The policy limit is up to 200% of salary for the CEO and 150% of salary for the CFO
Award levels for FY23 will be 64% of salary reflecting the current share price
Three-year vesting period plus two-year holding period
Subject to performance measures: relative TSR vs FTSE Small Cap Index (25% weighting),
adjusted EBITDA in year ended 31 December 2025 (25% weighting), operating Free Cash Flow
excluding financing and M&A in 2025 (25% weighting) and sustainability (25% weighting)
Financial performance targets will be published in the RNS when the awards are made
Shareholding
guideline
300% of salary
Continues for two years post-cessation
200% of salary
Continues for two years post-cessation
Element
of pay
Chair’s fee
NEDs’ fee
Fees
£200,000
Base Fee: £58,000
Audit Chair’s Fee: £12,000
Remuneration Chair’s Fee: £11,000
Senior Independent Director’s Fee: £10,000
Directors’ Remuneration Report
continued
Remuneration
continued
Implementing the policy for FY23
The salaries of the Executive Directors were set at Admission and were unchanged for 2022. There will
be no increase for 2023. The average increases across the Company in 2023 will be 6% of salary and
range from zero for higher earners to 10% of salary for those who earn the least.
The 2023 ABP will operate on similar terms to 2022. The maximum quantum will remain unchanged
and the committee has determined that the most appropriate performance measures are revenue
(50% weighting), adjusted EBITDA (25% weighting) and five specific operational measures (25%
weighting) which include ESG objectives.
The policy limit for awards under the LTIP is up to 200% of salary for the CEO and 150% of salary for
the CFO, but the Committee’s current intention is to make normal awards to both Executive Directors at
no more than 150% of salary. The normal awards will be significantly scaled back in view of the current
share price. The Remuneration Committee has decided that the face value of the 2023 awards will be
64% of salary to ensure that the number of shares under award will be similar to the number awarded
under the LTIP in 2022. The performance measures are shown in the table opposite. The financial targets
for the 2023 award will be agreed following consideration of the latest market information and long-
term forecasts and will be published as part of the RNS when the awards are made (and subsequently
in next year’s report). The Remuneration Committee has agreed two strategic sustainability measures
and targets each with a 12.5% weighting. Both are linked to Pod Point’s ESG strategy and our belief that
travel should not damage the earth. The sustainability targets are both concerned with reducing carbon
intensity per KW hour and reducing the carbon intensity of our infrastructure. They are:
1)
The successful design, development and negotiation of an Energy Tariff consumer market offering
– Full attainment of the goals will be the successful launch of an energy tariff which is integrated
with Pod Point’s products and services and the provision of direct benefit to consumers to reduce
cost, consumption and carbon intensity.
2)
The signing of a ‘grid load’ management contract
– Full attainment will be obtaining of a signed contract with a grid load manager to provide load
management services to maximise energy use efficiency
The measures and targets for the ABP and LTIP will directly link with Pod Point’s highly-focused
business strategy, and reflect the high growth nature of the business, to build sustainable earnings
and recurring revenue. Having assessed the remuneration arrangements in the round, the
Remuneration Committee was satisfied that the measures provide a balance between financial,
operational and value creation objectives.
Conclusions
We look forward to engaging with our shareholders and other stakeholders on an ongoing basis.
I would welcome any feedback or comments on the Directors’ Remuneration Report more generally.
Karen Myers
Chair of the Remuneration Committee
26th April 2023
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
95
Remuneration
continued
Single total figure of remuneration (audited)
The following tables set out the total remuneration received by Executive Directors and Non-Executive Directors from the date of incorporation,
which represents full year ended 31st December 2022 and the full year ended 31st December 2021.
£’000
Salary and fees
Benefits
1
Bonus
LTIPs
Pension
2
Total before
legacy awards
Legacy award
– IPO share
awards
4
Legacy award
– IPO cash
award
4
Total
figure
remuneration
Total fixed pay
Total variable
pay
Executive Directors
Erik Fairbairn
2022
450
2
238
–
16
706
–
–
706
468
238
2021
281
6
–
–
2
289
3,879
–
4,168
289
3,879
David Surtees
2022
360
–
191
–
13
564
–
–
564
373
191
2021
269
–
–
–
2
271
420
1,200
7
1,891
271
1,620
Non-Executive Directors
Gareth Davis
2022
200
–
–
–
–
200
–
–
200
200
–
2021
30
–
–
–
–
30
–
–
30
30
–
Phillipe Commaret
8
2022
–
–
–
–
–
–
–
–
–
–
–
2021
–
–
–
–
–
–
–
–
–
–
–
Robert Guyler
8
2022
–
–
–
–
–
–
–
–
–
–
–
2021
–
–
–
–
–
–
–
–
–
–
–
Andy Palmer
2022
68
–
–
–
–
68
–
–
68
68
–
2021
10
–
–
–
–
10
–
–
10
10
–
Margaret Amos
2022
70
–
–
–
–
70
–
–
70
70
–
2021
10
–
–
–
–
10
–
–
10
10
–
Norma Dove-Edwin
2022
58
–
–
–
–
58
–
–
58
58
–
2021
8
–
–
–
–
8
–
–
8
8
–
Karen Myers
2022
69
–
–
–
–
69
–
–
69
69
–
2021
10
–
–
–
–
10
–
–
10
10
–
Erika Schraner
2022
58
–
–
–
–
58
–
–
58
58
–
2021
8
–
–
–
–
8
–
–
8
8
–
Notes to table
1. Benefits corresponds to the taxable benefits receivable during the relevant financial year
2. Pension corresponds to the amount contributed to defined contribution pension plans or a cash payment in lieu of a pension contribution
3. Legacy Awards relate to IPO Cash and IPO Share Awards – full details provided in last year's report
4. The second half of the IPO cash payment totalling £1.2 million was paid to the Chief Financial Officer on the first anniversary of Admission as set out in last year’s report
5. Philippe Commaret and Robert Guyler are not entitled to any fee from the Company in respect of their Directorships
Directors’ Remuneration Report
continued
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
96
Base salary in 2022
The annual base salaries for the CEO and CFO were £450,000 and £360,000 respectively and were not
increased for 2022. The base salary for the CFO Designate was set at £360,000 on appointment on
25th July 2022, although he was not formally appointed to the Board until 3rd January 2023 and hence
his remuneration for 2022 is not shown in the Single Total Figure table.
Benefits
Benefits consisted of life insurance. The CEO is provided with access to an EV car under a legacy
arrangement until the expiry of the lease in 2022. Upon expiry of the lease, he will be entitled to a car
allowance of up to £20,000 per annum. David Surtees, when CFO, was provided with a contribution of up
to £750 per month towards a lease car under the Company’s EV car scheme but this was unused in 2022.
Pension
The Executive Directors received pension benefits equivalent to 4.5% of salary.
Annual bonus
No normal annual bonus was payable for the financial year 2021.
Performance
criteria
% of annual
bonus
Minimum
target
Target
Stretch
target
Achieved
% of bonus
payable
Revenue
(in 2022)
50%
£60.8m
£76.1m
£91.4m
£71.4m
22.3%
Adjusted EBITDA
25%
-£4.1m
-£2.1m
-£10
-£7m
0%
Operational
objectives
25%
1: >50% of Solo produced by
Celestica
Successfully transitioned all high-volume
Solo production to Celestica during 2022
– Achieved in full
20%
2: BigCommerce Launched
Failed to deliver BigCommerce in 2022
– Not Achieved
3: >130 people in our Tech Team
The Tech Team ended 2022 with
137 people – Achieved in full
4 : >75% of IT risk assessment
addressed
Addressed more than 75% of IT risk
assessment and achieved Cyber
Essentials certification – Achieved in full
5: Won large, funded charge
contract
Across 2022, the business won a 100 store
extension to our Tesco rollout, an 11 site
trial with a major retailer and a 24 site
B&Q rollout – Achieved in full
Total bonus payable
42.3%
Application of discretion
0%
Final outcome
42.3%
When considering the achievement of the operational objectives the committee considered a number
of factors. This included both quantitative and qualitative assessment depending on the measures.
The bonus outturn was 42.3% of maximum. The committee believed that, when viewed against the
financial, operational and strategic achievements in the year, the overall outcome was fair and
therefore no discretion was applied. The final outcomes for the Executive Directors are set out below:
Name
Role
Max
(% of salary)
Final outcome
(% of salary)
Payable
in cash
Deferred
into shares*
Erik Fairbairn
CEO
125%
53% (42% of max)
£166,694
£71,440
David Surtees
CFO
125%
53% (42% of max)
£133,355
£57,152
*
In line with the approved Policy, 30% of any bonus earned is deferred into shares for two years.
In addition to the above, David Surtees received a cash bonus in connection with the IPO to reflect the
completion of pre-IPO bonus arrangements and his contributions up to Admission. The second part of
this payment (£600,000) was made on the first anniversary of Admission and was shown in last year’s
single total figure table.
Awards granted in the year
For 2022, LTIP awards were granted to eligible employees which vested after three years subject to
continued employment and the achievement of performance conditions. In advance of the award, the
Remuneration Committee took account of the share price at the time and decided to reduce the level
of award for the CEO from the original intended award of 150% of salary to 135% of salary. The previous
CFO was not eligible for an LTIP award due to his planned retirement in March 2023. The details of the
awards are set out below:
Name
Role
Basis for award
(% of salary)
Number of
shares granted
Date of grant
Erik Fairbairn
CEO
135%*
368,182
11th March 2022
*
Awards were calculated based on the share price of 165p, which means a face value of £607,500.
The 2022 LTIP awards were subject to the following performance measures and targets:
Measure
Weighting
Threshold
(25% payable)
Maximum
(100% payable)
Revenue in FY24
25%
£133m
£196m
Recurring and Owned Asset Revenue in 2024
25%
£18m
£33m
Cumulative adjusted EBITDA FY22-FY24
25%
£20m
£40m
BEV or REX vehicles
25%
75% are BEV or REX
95% are BEV or REX
Directors’ Remuneration Report
continued
Remuneration
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
97
Awards vested in the year
No performance awards were due to vest in 2022.
Part of the CEO and previous CFO’s legacy IPO Restricted Share Awards vested on the first anniversary
of Admission. As noted last year, as these awards are not subject to any performance conditions the
full value of the awards was recognised in the 2021 single total figure table year (i.e. in the year in which
they were granted).
Other statutory requirements
Share Interests and Incentives
Shares owned
outright
Awards unvested
and subject to
performance
conditions
Awards unvested
with no performance
conditions
Awards vested but
not exercised
Shareholding
requirement met
Erik Fairbairn
1,777,778
1,646,793
670,432
1,053,537
YES – 365% of salary
David Surtees
107,229
–
46,294
–
NO – 22% of salary
Gareth Davis
88,889
–
–
–
N/A
Phillipe Commaret
–
–
–
–
N/A
Robert Guyler
–
–
–
–
N/A
Andy Palmer
25,778
–
–
–
N/A
Margaret Amos
4,444
–
–
–
N/A
Norma Dove-Edwin
13,333
–
–
–
N/A
Karen Myers
25,778
–
–
–
N/A
Erika Schraner
25,778
–
–
–
N/A
Shares counting towards the guideline include those purchased from own funds, vested (but
unexercised) share awards on a net of tax basis, unvested share awards not subject to performance
measures on a net of tax basis. The shareholding requirement will continue to apply to the Executive
Directors for a period of two years after termination of employment. In light of his retirement by
31st March 2023, it was agreed that the post-employment shareholding requirement for David Surtees
will be up to 100% of salary for one year.
Our middle market share price at the close of business on 31st December 2022 was £0.61 and the range
of the middle market price during the year was £0.48 to £2.75.
Since the year end there have been no other changes in the shareholdings.
Full details of the legacy IPO Share Awards are set out in last year’s report.
Change in CEO total remuneration
The following chart shows the value of £100 invested in the Company (at the date of Admission)
compared with the value of £100 invested in the FTSE Small Cap Index. We have chosen the FTSE Small
Cap Index as it provides the most appropriate and widely recognised index for benchmarking the
Company’s corporate performance since Admission.
140
120
100
80
60
40
0
20
Pod Point
FTSE Small Cap Index
Total shareholder return
Source: Datastream (a Refinitiv product)
TSR – Value of a 100 unit investment made at Admission
Directors’ Remuneration Report
continued
Remuneration
continued
31.10.2021
30.11.2021
31.12.2021
31.01.2022
28.02.2022
31.03.2022
30.04.2022
31.05.2022
30.06.2022
31.07.2022
31.08.2022
30.09.2022
31.10.2022
30.11.2022
31.12.2022
Admission 09.11.2021
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
98
CEO remuneration (£’000)
FY22
FY21
Total remuneration excluding legacy awards
£706
£289
Total remuneration including legacy awards
£706
£4,168
Annual bonus as a % of max
42%
n/a
Shares vesting as a % of max
n/a
n/a
CEO pay ratio
Financial year
Element
P25
P50
P75
2022
Total remuneration ratio
23:1
17:1
12:1
Total remuneration value
£’000
£31,055
£42,480
£60,540
Salary ratio
16:1
12:1
8:1
Salary value £’000
£27,312
£36,488
£55,312
2021
Total remuneration ratio
excluding legacy awards
9:1
7:1
5:1
Total remuneration ratio
including legacy awards
132:1
102:1
73:1
Total remuneration
value £’000
£31,517
£40,933
£56,586
Salary ratio
11:1
9:1
6:1
Salary value £’000
£25,541
£31,002
£46,935
The Company has used Option A as defined by the regulations and calculated the pay and benefits
of all UK employees on a full-time equivalent basis as this is felt to be the most accurate way of
calculating the ratio. The 2021 total remuneration ratio is not considered to be representative of a
normal year as it is distorted by the CEO numerator when the value of legacy awards is included.
For this reason, we have also shown the ratio excluding the value of legacy awards.
The movement in the year is a result of the CEO’s pay reflecting a full year with his post IPO
remuneration package in 2022 (as opposed to approximately two months in 2021). The committee
will monitor future movements in the ratio noting that we expect continued volatility over the next
few years as legacy items and incentive pay outcomes for the CEO are variable.
Relative importance of spend on pay
The table below indicates how amount spent on pay compare with Pod Point’s other
financial dispersals.
FY22
FY21
% change
Dividends and share buybacks
–
–
–
Staff costs* £'000
28,628
22,372
28%
*
Staff costs for all employees as per note 8 of the financial statements – see page 128.
Percentage change in Directors’ pay
The table below shows the change in Directors’ remuneration in 2021/22 compared to that
of all employees.
Base salary/fee
Benefits
Annual bonus
Erik Fairbairn
60%
-67%
n/a
David Surtees
34%
n/a
n/a
Gareth Davis
562%
n/a
n/a
Phillipe Commaret
n/a
n/a
n/a
Robert Guyler
n/a
n/a
n/a
Andy Palmer
592%
n/a
n/a
Margaret Amos
592%
n/a
n/a
Norma Dove-Edwin
592%
n/a
n/a
Karen Myers
592%
n/a
n/a
Erika Schraner
592%
n/a
n/a
All employees
12%
-65%
n/a
The percentage change has been calculated from the single total figure table. Fees in 2021 for the
Non-Executive Directors were for only part of the year from their appointment and hence the
percentage change figures above are not representative. Erik Fairbairn and David Surtees did not
participate in a regular annual bonus in 2021. There was no annual incentive for all employees in
2021 which can be compared to the 2022 annual bonus.
Directors’ Remuneration Report
continued
Remuneration
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
99
Payments for loss of office and/or payments to former Directors
No payments for loss of office, nor payments to former Directors were made during the year under review.
As set out previously, David Surtees stepped down from the Board after the year under review on 3rd January 2023 but will continue to work until the end of March 2023. He will be treated as a good leaver
for incentive plan purposes, which means he will be eligible for a pro-rated bonus for 2023 for the period worked and his outstanding legacy IPO Share Awards will continue to vest on their normal vesting date.
He remains subject to the shareholding requirement, whereby up to 100% of salary needs to be retained for one year post-cessation.
The Remuneration Committee
Role and responsibilities of the Remuneration Committee
The Remuneration Committee develops the Group’s policy on Executive remuneration, determines
the levels of remuneration for Executive Directors and the Chair and other Senior Executives (and
considers, determines and approves the provisions of the service agreements for such persons)
and prepares an annual Remuneration Report for approval by the shareholders at the AGM. The
Remuneration Committee will also approve any share scheme to be established by the Company.
The Remuneration Committee will meet as often as it deems necessary but at least two times a year.
The Remuneration Committee is chaired by Karen Myers and its other members are
Dr Margaret Amos, Norma Dove-Edwin, Dr Andy Palmer and Dr Erika Schraner. For so long as
EDF’s shareholding is equal to or exceeds 10%, it is entitled to appoint a representative (whose identity
must be approved in advance by the Board) as an observer to the Remuneration Committee.
The committee may invite the Chairman, the CEO, CFO and other members of management to attend
all or part of meetings but no individuals will be present when their own remuneration is discussed.
Advisors
The committee appointed FIT Remuneration Consultants LLP (“FIT”) as their independent advisor. FIT
advised on all aspects of the Directors’ Remuneration Policy and practice and reviewed remuneration
structures against corporate governance norms. FIT is a member of the Remuneration Consultants’
Group and complies with its Code of Conduct which sets out guidelines to ensure that its advice is
independent and free of undue influence. FIT carries out no other work for Pod Point or its subsidiaries.
The Remuneration Committee has used its judgement to assess the advice provided and is satisfied
that it is objective. From the period from Admission to the end of the financial year, FIT was paid on a
retainer basis fees amounting to £63,000.
Key activities during the year
The Committee held three scheduled meetings during 2022. The key activities and matters discussed
at these meetings included:
•
The drafting of the 2022 Directors’ Remuneration Report
•
Assessment of the performance measures and targets used for FY22 ABP and LTIP
•
Pay and employment conditions in the wider workforce, including the impact of the cost of living crisis
•
FY23 salary review
•
Monitoring regulatory updates including proxy agency and investor guidelines
Directors’ Remuneration Policy
The Directors’ Remuneration Policy was approved at the 2022 Annual General Meeting (“AGM”).
A summary of the Policy is set out below. The full Policy can be found at https://investors.pod-point.
com/remuneration-policy-2022
Objectives of the Policy
The Directors’ Remuneration Policy, effective from the date of the 2022 AGM, has been designed
taking into account the six factors set out in provision 40 of the UK Corporate Governance Code.
Clarity
The Policy is in line with standard UK
listed company practice and should
be well understood by shareholders.
The details of each element of the
Policy are clearly set out.
The Policy can be explained in
straightforward terms for
participants to understand.
The performance measures are
clear and well-defined.
Simplicity
Arrangements include a market
standard annual bonus and a single
Long-Term Incentive Plan.
The design of the Policy is simple and
straightforward.
The measures for the incentive plans
are simple and operationally-focused.
Risk
The Committee retains discretion to
override formulaic outturns.
Performance measures and the target
ranges are set on a challenging yet
realistic basis to avoid undue risk taking.
A balance of measures is used to avoid
overly focusing on a single metric at the
expense of the wider business.
Assessment of targets is done with
appropriate liaison with the Audit and Risk
Committee as necessary.
The heavy weighting towards long-term
share-based pay encourages a long-term,
sustainable mindset.
Comprehensive clawback and malus
provisions are in place.
The Policy allows for competitive but not
excessive pay outcomes.
Directors’ Remuneration Report
continued
Remuneration
continued
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
100
Predictability
The Policy contains appropriate
limits for each component of pay.
On an aggregate level a dilution
limit is in place.
The potential reward outcomes are
set out in the illustrations provided
in the Policy.
Performance outcomes will be
reviewed at regular intervals so
there will be no surprises at the
end of the performance period.
Proportionality
Performance will be assessed on a
broad basis, including a combination of
financial, value creation and operational
metrics. The use of different measures
ensures there is no undue focus on a
single metric which could be to the
detriment of other stakeholders.
Where possible sliding scale
performance ranges are used to
ensure outcomes are proportionate
to the performance standards set
and delivered.
The Committee retains discretion to
override formulaic outturns.
The Committee will assess pay
outcomes in the light of stakeholders’
interests.
Alignment to culture
The Policy encourages long-term share
ownership which is aligned with the
sustainable purpose of the business and
is encouraged throughout Pod Point.
The Policy will reward and recognise
performance and achievement.
Directors’ Remuneration Report
continued
Remuneration
continued
Remuneration Policy for Executive Directors
The following table summarises each element of the Remuneration Policy for the Executive Directors,
explaining how each element operates and links to the corporate strategy.
Element of pay
Purpose/link to strategy
Operation/performance
Maximum
Base salary
The foundation stone
of the Policy. Set to
attract and retain
individuals with the
required capabilities.
Salaries are set on appointment taking
into account the individual’s skills and
experience and the recruitment market.
Usually paid monthly.
Salaries are reviewed although not
necessarily increased annually normally
with effect from 1st January in the light of:
•
Affordability
•
Pay increases for the workforce
•
Performance
•
Changes in scope of responsibilities/
role
•
External market trends
•
Internal differentials/relativities
•
The value of total remuneration
•
The Remuneration Committee’s
judgement
Salaries are benchmarked against
similarly-sized companies and other
relevant comparators and competitors
as considered appropriate.
Annual increases will normally be in
line with the average increase for the
UK employees except in exceptional
circumstances, including but not
limited to change in the scope and
scale of the organisation, change in
role, the need for accelerated pay
progression, internal differentials
and external relativities.
Pension
To encourage
employees to save
and build up capital
for the long term
whether through
participation in an
occupational scheme
or payment of a cash
allowance instead.
Contribution or unconsolidated cash
allowance (or in combination)
determined as a percentage of annual
salary and usually paid monthly.
Not linked to performance. The level of
contribution or cash allowance in lieu
of a pension contribution is intended
to be in line with the maximum
contribution available to all employees.
No more than the pension contribution
available to all UK employees (which
at the date of Policy approval is 4.5%
of salary).
Other
benefits
To ensure total
remuneration is
competitive and to
provide some financial
protection against
illness and to
encourage wellbeing.
A range of benefits is provided in
line with typical market practice
including, but not limited to, a car
or car allowance and permanent
health insurance.
Additional benefits may be provided
within the Directors’ Remuneration
Policy for other reasonable business
reasons such as relocation whether
domestic or international.
The CEO’s car allowance will not
exceed £20,000 per year.
The car allowance for any other
Executive Director will not exceed
£15,000 per year.
The maximum value of other benefits
will vary depending on the cost to the
Company of providing them.
This excludes any relocation benefits
which will be capped by the approved
relocation policy.
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
101
Remuneration
continued
Element of pay
Purpose/link to strategy
Operation/performance
Maximum
Annual bonus
plan ('ABP
'
)
To focus the attention
of the Executive
Directors and reward
them for achieving
results based on
targets set in line
with the annual
business plan and
the longer-term
corporate strategy.
The annual bonus will be based on
financial, strategic and/or operational
measures and targets set for and
measured over the financial year.
They may also include individual and
team-based objectives and targets. At
least 50% of the performance
measures will be financial.
Up to 30% of any bonus earned
(subject to a de minimis amount) will
usually be delivered in shares which will
be deferred for two years (the “DBSP”).
Dividends or dividend equivalents may
be paid to the extent the shares vest.
Both the cash and DBSP elements of
annual bonus will be subject to malus
and clawback provisions.
Deferred bonus shares are forfeitable
on leaving unless the Executive Director
is deemed to be a “good leaver”.
The maximum for the CEO and for any
other Executive Director will be 125% of
salary a year.
No bonus will be paid below threshold
and the full bonus will be paid only for
meeting or exceeding the maximum
performance standards set.
The bonus earned for meeting target
may vary from year to year depending
on the measures and a range of
commercial factors.
Long-term
incentive plan
('LTIP')
To align the long-
term interests
of the Executive
Directors with those
of shareholders. To
encourage teamwork
across the leadership
group. To reward the
delivery of long-term
sustainable results and
to support retention.
Annual awards of performance shares.
The share scheme will allow for a
variety of share-based arrangements
including conditional shares, forfeitable
shares and nil-cost or nominal cost
options. The Remuneration Committee
may set any measures as it considers
appropriate from year to year based
on the Board’s strategic objectives.
The awards vest three years after the
date of appointment and Executive
Directors will be required to hold (if
necessary after tax has been paid)
the shares for two years after they
have vested.
Dividends or dividend equivalents may
be paid to the extent the shares vest.
Malus and clawback will apply.
Maximum annual award of up to 200%
of salary.
No more than 25% of the shares under
award will vest at threshold or the
deemed equivalent.
Share
ownership
requirement
To encourage Executive
Directors to invest
their own capital –
including remuneration
from released and
vested shares – in
the Company.
Executive Directors are required to
retain some or all of the net value of
vested shares under the Deferred
Bonus Plan and the Performance
Share Plan until they have met
the requirement.
300% of salary for the CEO and 200%
of salary for any future Executive
Director. Executive Directors will
normally be required to maintain their
shareholding for two years after they
leave the Board.
Element of pay
Purpose/link to strategy
Operation/performance
Maximum
All-employee
share
schemes
To encourage
teamwork across the
Company and to align
the interests of all
employees with those
of shareholders. To
create an opportunity
to share in the success
of the Company, where
possible, tax-effectively.
Executive Directors may participate in
any all-employee share scheme, on the
same terms as other employees, in
accordance with HMRC and other
requirements.
Subject to the relevant legislation.
Fees policy for Chair and Non-Executive Directors
The following table summarises the fees policy for the Chairman and the NEDs.
Element of pay
Purpose/link to strategy
Operation/performance
Maximum
Fees
To provide a competitive
fee to attract NEDs who
have the requisite skills
and experience to
oversee the
implementation of the
Company’s strategy.
Fees for the Chair are set by the
Committee. Fees for the other NEDs are
set by the Board excluding the NEDs.
Fees are reviewed, but not necessarily
increased, annually. Fee increases are
normally effective from 1st January.
Fee levels are determined based on
expected time commitments of each
role and by reference to comparable fee
levels in other similar-sized companies.
Additional fees are payable to the
Senior Independent Director and Chairs
of Board Committees to reflect their
additional responsibilities.
Additional fees may be paid for other
responsibilities which include a higher
time commitment than normal.
Reasonable business expenses
(including any tax thereon) will be
reimbursed.
The Chair and the other NEDs may
also receive reasonable benefits
including, for example, the installation
of a chargepoint.
There is no overall aggregate annual
limit for fees payable to the NEDs.
Directors’ Remuneration Report
continued
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
102
Remuneration
continued
Discretion retained by the committee in operating the incentive plans
The committee administers the respective incentive plans in line with their rules, in accordance with
HMRC regulations and the Listing Rules where relevant. To ensure the efficient administration of these
plans, the committee will retain discretions which include (but are not limited to) the following:
•
the number of participants in the plans
•
the possible timing of grants, vesting and/or payments under the plans
•
the size of any grant, vesting and/or payment (within the limits set out in the approved Policy for
Executive Directors)
•
determining the performance measures and targets which are appropriate for each incentive plan
from year to year
•
whether it is necessary to use discretion to amend the outcome
•
determining the leaver status and the appropriate treatment under the incentive plan
•
determining the relevant treatment of outstanding awards in the event of a change of control
•
determining the relevant treatment of outstanding awards in certain circumstances (e.g. corporate
restructuring events, variation of capital and special dividends)
The committee will also have the ability to amend or replace the performance conditions applying
to outstanding awards if an event occurs which causes the committee to believe that the original
condition is no longer appropriate. Any change to the performance conditions cannot be materially
less challenging than the original condition would have been but for the event in question.
Recoupment (malus and clawback)
Malus and clawback may be applied at any time before an award vests or for three years after
vesting in the following circumstances:
•
material financial misstatement
•
significant reputational damage
•
gross negligence or gross misconduct by a participant
•
fraud effected by or with the knowledge of a participant
•
conduct or behaviour by a participant which breaches the Company’s values
•
material corporate failure
•
a failure of risk management, including material breach of health and safety standard or
failure to prevent bribery, corruption or tax evasion
•
an event resulting in a material detrimental effect on the Company’s stakeholders or
market reputation
•
unreasonable failure to protect the interests of the Company’s stakeholders
•
where awards were granted or vested based on erroneous or misleading data
Malus permits the Company to reduce the amount of any unvested award, including awards in holding
periods. Clawback permits the Company to reduce the amount of any vested award or any future
salary or bonus and also require the employee to pay back amounts.
Executive Directors’ service contracts
Each Executive Director’s service agreement will be terminable by the Company or the respective
Executive Director on six months’ written notice. The Company will also be entitled to terminate an
Executive Director’s service agreement with immediate effect by payment in lieu of notice, equal to the
basic annual salary that would have been payable during the notice period. The contracts are available
for inspection as are the letters of appointment of the Chair and the Non-Executive Directors at the
Company’s registered office.
The date of each executive joining the Board is noted in the table below:
Date of joining the Board
Erik Fairbairn
25th October 2021
David Surtees
25th October 2021
The service contract of any new appointment is expected to be consistent with that of current
Executive Directors.
Statement of shareholding voting
The binding resolution on the Directors’ Remuneration Policy was passed at 2022 AGM at the same
time as the advisory vote on the Directors’ Remuneration Report. The table below shows votes from
shareholders on the relevant resolutions:
Directors’ Remuneration Report
(2022 AGM)
Directors’ Remuneration Policy
(2022 AGM)
Votes
%
Votes
%
Votes in favour
138,454,538
99.98%
138,462,58,
99.98%
Votes against
28,174
0.02%
24,399
0.02%
Votes withheld
16,525
–
12,253
–
Total votes
138,482,712
100.00%
138,486,984
100.00%
This report was approved by the Board and signed on its behalf by:
Karen Myers
Chair of the Remuneration Committee
26th April 2023
Directors’ Remuneration Report
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
103
Statutory, regulatory and other information
Directors’ Report 2022
In accordance with Section 415 of the Companies Act 2006, the Directors of Pod Point Group Holdings plc present their report for the year ended 31st December 2022. Other information that is relevant to this report is
incorporated by reference, including information required in accordance with the UK Companies Act 2006 and associated regulations, Listing Rules and Disclosure Guidance and Transparency Rules (DTRs). For the
purpose of DTR 4.1.8 R the management report comprises the Strategic Report and the relevant parts of this Directors’ Report. The corporate governance statement required under DTR 7.2.1 comprises the content on
pages 77 to 103. The following table below sets out where the necessary disclosures can be found.
Business performance
Results
Results for the year ended 31st December 2022 are set out in the Chief Financial
Officer’s statement on pages 17 to 22 and the consolidated income statement on
page 118.
Dividends
No dividends will be proposed for the year-ended 31st December 2022.
Strategic Report
The Strategic Report can be found on pages 4 to 76.
Corporate governance
statement
The Company’s statement on corporate governance can be found on page 79.
Directors’ Remuneration
Report
The Directors’ Remuneration Report can be found on pages 93 to 103.
Activities in research and
development
The Company’s activities include software and hardware development in
relation to its electric vehicle charging products.
Future developments
Details about the Company’s future developments can be found in the Strategic
Report on pages 16 and 22.
Post-balance sheet events
There have been no post-balance sheet events.
Directors
Directors
Summaries of the current Directors’ key skills and experience are set out in the
Corporate Governance Report on pages 80 to 82. The names of Directors that
have served during the year but are not Directors at the date of this Annual
Report can be found on page 88.
Directors’ interests
Details of the Directors’ beneficial interests are set out in the Remuneration
Report on page 98.
Directors’ indemnities
The Company has given indemnities to each of the Directors in respect of
any liability arising against them in connection with the Company’s (and
any associated company’s) activities in the conduct of their duties. These
indemnities, which constitute a qualifying third-party indemnity as defined by
s234 of the Companies Act 2006 remain in place at the date of this report.
Directors’ and officers’
liability insurance
Directors’ and Officers’ Liability Insurance cover is in place at the date of this
report. Cover is reviewed annually.
Directors’ statement
of responsibilities
The Directors’ statement of responsibilities is located on page 107.
Constitution
Articles of association
Any amendments made to the articles of association may be made by a special resolution of shareholders.
The following is a summary of the structure, rights and restrictions of the Company’s share capital:
•
The rights attaching to the shares will be uniform in all respects and they will form a single class for all
purposes, including with respect to voting and for all dividends and other distributions thereafter declared,
made or paid on the ordinary share capital of the Company
•
On a show of hands every holder of shares in the capital of the Company (each, a “Shareholder”) who is
present in person shall have one vote and on a poll every Shareholder present in person or by proxy shall
have one vote per share
•
Except as provided by the rights and restrictions attached to any class of shares, Shareholders will under
general law be entitled to participate in any surplus assets in a winding-up in proportion to their shareholdings
•
The shares do not carry any rights as respects to capital to participate in a distribution (including on a
winding-up) other than those that exist as a matter of law
•
There are no restrictions on the free transferability of the shares
Branches outside the UK
The Company has branches in France, Ireland and Spain and an entity
in Norway
Change of control
The following represents the likely effect on significant agreements with the Company were it to be subject
to a change of control:
•
The Company’s relationship agreement with EDF Energy Customers Limited (“EECL”) is described on page 85
The Relationship Agreement may be terminated in the event of the Company ceasing to be listed on the
premium listing segment of the Official List and ceasing to trade on the Main Market of the London Stock
Exchange; or EECL ceasing to control more than 10% of the voting rights in the Company
•
The Company does not have any agreements with any Non-Executive Director, Executive Director or employee
that would provide compensation for loss of office or employment resulting from a change of control
Strategic Report
Governance
Financials
104
Pod Point
Annual Report and Accounts 2022
Statutory, regulatory and other information
continued
Stakeholders and Policies
Section 172 statement
The Company’s Section 172 statement can be found in the Strategic Report on
pages 75 to 76.
Employment of disabled
persons
Details of policies on equal opportunities recruitment and training can be found
in the Strategic Report on page 57.
Employee engagement
Details of how the Company engages with its workforce can be found in the
Strategic Report on pages 10 and 11 and Corporate Governance Report on
page 85.
Stakeholder engagement
on key decisions
Details of the key decisions and discussions of the Board and the main
stakeholder inputs into those decisions are set out in the Strategic Report
on pages 8 to 11 and Corporate Governance Report on page 85.
Modern slavery statement
The Company has approved and published on its website its modern slavery
statement in accordance with the Modern Slavery Act 2015 (pod-point.com/
legal/modern-slavery-statement).
Diversity policy
The Company approved a policy on diversity and inclusion. An overview of the
Company’s approach to equity, diversity and inclusion may be found on pages
57 to 58 of the Strategic Report.
Greenhouse gas
emissions
Details of the Company’s greenhouse gas emissions can be found in the Report
on page 41 of the Strategic Report.
Political contributions
The Company did not make any donations to political organisations during
the year.
Financial risk
Details of the Company’s policies on financial risk management and the
Company’s exposure to price risk, credit risk, liquidity risk and cash flow risk are
outlined in note 24 to the financial statements.
Shareholders and share capital
Share capital
Details of the Company’s share capital are set out in note 23 to the financial
statements.
Powers of Directors to
allot shares
At the Company’s AGM held on 14th June 2022, the Directors were generally and
unconditionally authorised to exercise all the powers of the Company to allot
shares in the Company up to an aggregate nominal value of £51,317.31. The
Company has not exercised its power under this authority which is due to expire
at the next AGM. A resolution renewing this power will be proposed at the
2023 AGM.
Authority to purchase
own shares
At the Company’s AGM held on 14th June 2022, the Company was generally
and unconditionally authorised by its shareholders to make market purchases
(within the meaning of section 693(4) of the Companies Act) of
up to a maximum of 15,395,253 of its ordinary shares. The Company has not
repurchased any of its ordinary shares under this authority which is due to
expire at the next AGM. A resolution authorising the Company to purchase up
to 10% of its issued share capital will be proposed at the 2023 AGM.
Major interests in shares
As at 31st December 2022, the Company had been advised of the following
notifiable interests (whether directly or indirectly held) in its voting rights:
Number of voting rights
%
As at
31
st
December
2022
As at
31
st
December
2021
As at
31
st
December
2022
As at
31
st
December
2021
EDF Energy Customers Ltd
82,907,682
84,338,568
53.83%
55.00%
Legal & General Group plc
22,561,560
22,328,099
14.65%
14.60%
Schroder Investment Management Ltd
16,228,035
13,769,000
10.54%
9.00%
Columbia Threadneedle Investments
5,394,312
–
3.50%
–
As at 10th April 2023, the Company had not been advised of any changes.
2023 Annual General
Meeting
The Company’s Annual General Meeting will be held on 13th June 2023 at 2.00
pm (the “AGM”). The AGM will be held as a fully virtual meeting. Details of the
arrangements for the AGM can be found on the Company’s website investors.
pod-point.com/.
Directors’ Report 2022
continued
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
105
Statutory, regulatory and other information
continued
Directors’ Report 2022
continued
Auditors and Audit
Auditor reappointment
A resolution to reappoint Deloitte LLP as auditor will be proposed at the Annual
General Meeting.
Audit information
Each of the Directors at the date of the approval of this report confirms that:
•
So far as he/she is aware, there is no relevant audit information of which the
Company’s auditor is unaware;
•
He/she has taken all the reasonable steps that he/she ought to have taken as
a Director to make himself/herself aware of any relevant audit information
and to establish that the Company’s auditor is aware of the information; and
•
The confirmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
Listing rules disclosures
Listing Rule 9.8.4C
Disclosure requirements under Listing Rule 9.8.4 C are identified below along
with cross-references indicating where the relevant information is set out in the
Annual Report:
•
Details of the Company’s long-term incentive arrangements may be found in
the Directors’ Remuneration Report on pages 94 to 95.
•
Details of significant contracts with controlling shareholders can be found on
page 21 and in note 8 to the financial statements.
•
Details pertaining to services provided to the Company by EDF can be found
on page 21 and in note 8 to the financial statements.
•
Statement confirming agreement has been entered into with controlling
shareholders and that independence provisions are complied with can be
found on page 85.
The Directors’ Report was approved by the Board on 26th April 2023.
By order of the Board
Anita Guernari
Company Secretary
Pod Point Group Holdings plc
Registered Office:
28-42 Banner Street
London, EC1Y 8QE
United Kingdom
Company Number: 12431376
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
106
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the Group and Parent Company
financial statements in accordance with applicable United Kingdom law and regulations.
The Directors are required to prepare financial statements for each financial year which present
a true and fair view of the financial position of the Company and of the Group and the financial
performance and cash flows of the Company and of the Group for that period. The Directors
have elected to prepare the Group financial statements in accordance with the UK-adopted
International Financial Reporting Standards (“IFRSs”) in conformity with the Companies Act
2006, and the Parent Company financial statements in accordance with UK Generally Accepted
Accounting Practice (UK Accounting Standards and applicable law), including Financial Reporting
Standard 101 ‘Reduced Disclosure Framework’ (FRS 101).
In preparing those financial statements, the Directors are required to:
•
Select suitable accounting policies in accordance with IAS 8: ‘Accounting Policies, Changes in
Accounting Estimates and Errors’ and then apply them consistently;
•
Make judgements and accounting estimates that are reasonable and prudent;
•
Present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information; and
•
Provide additional disclosures when compliance with the specific requirements in IFRSs (and in
respect of the Parent Company financial statements, FRS 101) is insufficient to enable users to
understand the impact of particular transactions, other events and conditions on the Group and
Company financial position and financial performance.
•
In respect of the Group financial statements, state whether international accounting standards
in conformity with the requirements of the Companies Act 2006 and IFRSs adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union have been followed, subject
to any material departures disclosed and explained in the financial statements.
•
In respect of the Parent Company financial statements, state whether international accounting
standards in conformity with the requirements of the Companies Act 2006 applicable UK
Accounting Standards, including FRS 101, have been followed, subject to any material departures
disclosed and explained in the financial statements and prepare the accounts on a going concern
basis unless, having assessed the ability of the Company and the Group to continue as a going
concern, it is appropriate to presume that the Company and/or the Group will not continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Company’s and Group’s transactions and which disclose with reasonable
accuracy at any time the financial position of the Company and of the Group and enable them
to ensure that the financial statements comply with the Companies Act 2006. 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.
Under applicable UK law and regulations, the Directors are responsible for the preparation of a
Strategic Report, Directors’ Report, Directors’ Remuneration Report and corporate governance
statement that comply with that law and regulations. In addition, the Directors are responsible
for the maintenance and integrity of the corporate and financial information included on the
Company’s website. Legislation in the UK governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Neither the Company nor the Directors accept any liability to any person in relation to the Annual
Financial Report except to the extent that such liability could arise under English law. Accordingly,
any liability to a person who has demonstrated reliance on any untrue or misleading statement
or omission shall be determined in accordance with section 90A and schedule 10A of the Financial
Services and Markets Act 2000.
Directors’ responsibility statement under the UK Corporate Governance Code
In accordance with Provision 27 of the 2018 UK Corporate Governance Code, the Directors
consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and
understandable and provides information necessary to enable shareholders to assess the
Company’s position, performance, business model and strategy.
Responsibility statement of the Directors in respect of the Annual Report and Accounts
Each of the Directors whose names are listed on pages 80 to 82 confirm that to the best of
their knowledge:
a)
the consolidated financial statements, prepared in accordance with UK-adopted international
accounting standards give a true and fair view of the assets, liabilities, financial position and
profit and loss of the Company and the undertakings included in the consolidation taken as a
whole; and
b)
the Annual Report (including the Strategic Report encompassed within the ‘Overview’,
‘Strategic Report’, ‘Performance’ and ‘Governance’ sections) includes a fair review of the
development and performance of the business, and the position of the Company and the
undertakings included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
This responsibility statement was approved by the Board on 26th April 2023 and signed on its
behalf by:
Erik Fairbairn
Chief Executive Officer
Strategic Report
Governance
Financials
Pod Point
Annual Report and Accounts 2022
107
Strategic Report
Governance
Financials
Financials
Independent Auditor’s report
109
Consolidated financial statements
118
Notes to financial statements
122
Company financial statements
148
Notes to the Company financial statements
150
Glossary
156
Shareholder information
157
A year
of continued
growth
Pod Point
Annual Report and Accounts 2022
108
108
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
Report on the audit of the financial statements
1. Opinion
In our opinion:
•
the financial statements of Pod Point Group Holdings plc (the ‘parent company’) and its subsidiaries
(the ‘Group’) give a true and fair view of the state of the Group’s and of the parent company’s affairs
as at 31 December 2022 and of the Group’s loss for the year then ended;
•
the Group financial statements have been properly prepared in accordance with United Kingdom
adopted international accounting standards and International Financial Reporting Standards (IFRSs)
as issued by the International Accounting Standards Board (IASB);
•
the parent company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101
“Reduced Disclosure Framework”; and
•
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements which comprise:
•
the consolidated income statement;
•
the consolidated and parent company statements of financial position;
•
the consolidated and parent company statements of changes in equity;
•
the consolidated statement of cash flow;
•
the notes 1 to 30 related to the consolidated financial statements; and
•
the notes 1 to 10 related to the parent company financial statements.
The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and United Kingdom adopted international accounting standards
and IFRSs as issued by the IASB. The financial reporting framework that has been applied in the
preparation of the parent company financial statements is applicable law and United Kingdom
Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally
Accepted Accounting Practice).
Pod Point
Annual Report and Accounts 2022
109
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the auditor’s
responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the Financial Reporting
Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. The non-audit services
provided to the Group and parent company for the year are disclosed in note 6 to the financial
statements. We confirm that we have not provided any non-audit services prohibited by the FRC’s
Ethical Standard to the Group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
•
Capitalisation of development costs
•
Revenue recognised in UK Home and UK Commercial
•
Goodwill impairment
Materiality
The materiality that we used for the Group financial statements was
£770,000 which was determined on the basis of the Group’s revenue
for the year.
Scoping
Consistent with the way the Group is centrally managed from the UK
office, we consider the Group to be one component. Consequently, all
assets, liabilities, income and expenses are subject to a full scope audit.
Significant changes
in our approach
Reflecting on the past audits performed, considering the nature,
extent and timing of the procedures performed, risk assessment
considerations, as well as the individual stock values, we concluded
that inventory valuation should not continue being a key audit matter
in current year.
We concluded that capitalisation of development costs and goodwill
impairment should be key audit matters in the current year and these
are set out below.
There were no other significant changes to our audit approach in the
current year.
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
4. Conclusions relating to going concern
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.
Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to continue
to adopt the going concern basis of accounting included:
•
considering the Group’s borrowing arrangements and cash;
•
assessing the assumptions used in the Group’s Business Plan, including performing sensitivity
analysis in relation to assumptions for future growth in revenue;
•
performing an assessment of the coverage of cash and reserves if there was no revenue
for the Group in the following period; this allowed us to stress test the business model;
•
assessing the impact of current macro-economic inflationary pressures and supply chain
requirements on the Group; and
•
assessing the amount of headroom in the forecasts.
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
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 relation to the reporting on how the Group has 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.
110
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our 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) that we identified. These matters included
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 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.
5.1. Capitalisation of development costs
Key audit matter
description
The Group make judgements regarding the point at which research and
development costs meet the capitalisation criteria and are disclosed within
note 12 of the consolidated financial statements. Costs capitalised in the
current year were £9.9m (2021: £4.6m).
IAS 38
Intangible Assets
requires intangible assets to meet six key criteria
and if these criteria are met then the company must capitalise the cost in
line with the standard.
The Group allocates costs over its different projects which are capitalised
onto the balance sheet and amortised over 3 years.
Our risk assessment procedures identified a significant risk associated
with valuation and allocation of these costs, specifically relating to
the application, product and software development costs within
development costs.
The majority of the development costs capitalised relates to Pod Point’s
software and hardware team members time spent working on developing
various projects. The amounts capitalised are based on salaries and
percentage of time the team works on the development, which involves a
degree of judgements and estimation. We therefore identified a key audit
matter relating to the risk that, whether due to error or fraud, development
costs were not capitalised in accordance with the accounting standard.
Further detail of the key judgements are disclosed in the Group’s critical
judgements in applying the accounting policies set out on page 124 and
the Audit & Risk Committee report on page 90.
110
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
5. Key audit matters
continued
How the scope of our
audit responded to
the key audit matter
Our audit procedures included the following:
•
Obtained the breakdown of the amounts capitalised and reconciled
the balances to the ledger;
•
Performed analytical reviews of the balance, analysing the movements
in the data for trends and abnormal patterns to assess our audit risk.
•
Tested a sample of costs, responsive to the risk identified, to test whether
the costs had been accounted for in accordance with IAS 38, with reference
to timesheets, rates and related salaries;
•
Inquired with relevant senior members of the IT department to
understand the nature of the projects in place, as well as their
considerations around the IAS 38 requirements pertaining to technical
feasibility, ability to use and sell, as well as ability to generate future
economic benefits;
•
Considered costs capitalised in respect of senior IT management and
challenged management on the basis of their allocation to individual
projects;
•
Considered the amounts capitalised in comparison to those expensed;
•
Tested the judgements and assumptions applied on the amounts
capitalised based on salaries and percentage of time the team works
on the development; and
•
Assessed disclosures in the financial statements, including key
judgements and estimates.
Key observations
Based on the work performed we concluded that the development
costs were materially appropriate. We made recommendations to the
Audit & Risk Committee to formalise some of management’s reviews
and processes.
Pod Point
Annual Report and Accounts 2022
111
5.2. Revenue recognised in UK Home and UK Commercial
Key audit matter
description
The Group’s main revenue streams relate to the installation of charging
points in public, workplace and home locations across the UK for
charging electric and plug-in hybrid cars.
Revenue is mostly recognised once the charging point is installed as it is
at this point in time that control passes to the customer. However, there
can be a delay between the customer placing and paying for their order,
and the installation of the charging point. We therefore identified a risk
that sales to residential customers (UK Home) were not recorded in the
correct financial reporting period.
For commercial customers (UK Commercial) the installation can
sometimes occur over a significant period of time and as such revenue
for these contracts may be recognised over time based on a percentage
completion basis. We identified a risk in relation to the accuracy,
occurrence, completeness, and cut-off of this specific revenue stream.
As discussed on page 91 of the Audit & Risk Committee Report,
management are still investing in the internal control environment
to address risks which have been identified during the IPO process.
The implementation of the associated enhanced controls over revenue
has not been completed.
The total amounts of the UK Home and UK Commercial revenue streams
in the year were £41.4m (2021: £40.3m) and £23.9m (2021: £18.2m)
respectively with the amounts over time in UK Commercial representing
9%, (2021 3%) of the total.
Further detail of the key judgements are disclosed in the Group’s critical
judgements in applying the accounting policies set out on page 124 and
the Audit & Risk Committee report on page 90. The revenue balance is
disclosed and analysed in notes 5 and 7.
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
5. Key audit matters
continued
How the scope of our
audit responded to
the key audit matter
Our audit approach for commercial customers focused on the over-time
portion of revenue transactions to assess the reasonableness of the
percentage of completion. For the residential customers, our approach
focused on the determination of amounts that can be recognised in revenue
and not deferred; this was performed through inspection of applicable
invoicing and confirming installation back to supporting evidence.
For both types of revenue, we obtained an understanding of the
relevant controls that address the key audit matter and we reviewed
the entity’s revenue recognition policies for compliance with IFRS 15
Revenue Recognition
.
Residential Customers
In order to address the cut-off risk of the revenue generated from
residential customers sales we have performed the following substantive
procedures:
•
obtained listings on the sales around the year end and reconciled
the balances to the underlying ledger accounts;
•
obtained a report allowing us to assess the average period between
date of order and installation, to determine the period to focus on
before year end;
•
confirmed when installation took place by obtaining installation
confirmations from the relevant IT system, to conclude on the accuracy
and completeness of the reports;
•
tested completeness and accuracy of the revenue recorded by
reconciling the amount recorded to the cash receipts and invoice
documents, confirming that the appropriate amount has been
recognised in revenue and the portion relating to incomplete
installations has been recognised within deferred income; and
•
assessed the disclosures in the financial statements.
112
Commercial customers
In order to address the accuracy, occurrence, and completeness risks of the
revenue generated from sales over time to commercial customers, we have
performed the following substantive procedures:
•
obtained a breakdown of commercial revenue recognised over time,
reconciled this to the ledger, and confirmed the basis under which it
had been treated as revenue;
•
traced a sample of transactions to invoices and other relevant
documents which include installation reports and cash receipts,
to test the accuracy and occurrence of the revenue transaction;
•
agreed the revenue values recorded to the relevant schedule per
the customer agreement; and
•
assessed the appropriateness of the disclosures in the financial
statements.
Key observations
Based on the work performed we concluded that these revenue streams
were appropriately recognised in respect of UK Home and UK Commercial.
112
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
5. Key audit matters
continued
5.3. Goodwill Impairment
Key audit matter
description
The goodwill recognised on the purchase of Pod Point Holdings (PPH)
arose on its acquisition by the Group in 2020.
2022 saw significant disruption within the global economy due to macro-
economic factors such as the war in Ukraine, supply chain issues resulting
from the post-pandemic re-opening, and higher inflation. This has
affected the Group from both a revenue and cost perspective. Delays in
component availability have led to a reduction in the purchase of electric
vehicles, which in turn has reduced demand for the Group’s services and
thus revenue growth. Higher costs resulting from increased component
costs have also impacted on performance.
Key estimates within management’s discounted cash flow model
included forecasted cash flows for revenue as the key driver in the model.
Forecasts relating to revenue, were based on car registration forecasts
and market performance of plug-in-vehicles and overall market share for
residential (home) and commercial revenue. Further, the growth rate and
discount rate were used in determining the terminal value.
During the year ended December 2022 Pod Point’s share price and
associated market capitalisation dropped significantly. This significant
drop raised an overall indication of impairment in addition to the annual
test requirement, and has led management to perform a more detailed
assessment and utilise discounted cash flows to support their analysis.
Due to the degree of judgements and estimates associated with the
goodwill impairment assessment, we deemed this to be a key audit
matter and potential area for fraud.
As discussed on page 91 of the Audit & Risk Committee Report,
management are developing an internal control environment to address
risks which have been identified.
Further detail of the key judgements are disclosed in the Audit & Risk
Committee Report on page 90. The goodwill balance of £77.6m (2021:
£77.6m) is disclosed and analysed in note 12.
Pod Point
Annual Report and Accounts 2022
113
How the scope of our
audit responded to
the key audit matter
We have performed the following audit procedures:
•
Reviewed management’s discounted cash flow model and challenged
them on their forecasted information and estimates;
•
Considered any available contradictory evidence including the market
capitalisation of the Group;
•
Involved our valuations specialists to assess the discount rate as well
as the model’s methodology for applicability in accordance with IAS 36
requirements;
•
Evaluated management’s forecasts pertaining to revenue, and
terminal value;
•
Performed a historical analysis to assess management’s past ability
to forecast by comparing budgets vs actuals of previous years.
This included consideration of the performance since acquisition
and the forecasts at acquisition;
•
Performed sensitivities to analyse the break-even point for headroom,
as well as understanding the various points where revenue, the
discount rate and the terminal value would be sensitive, and further
compared these to sensitivities performed by management;
•
Assessed the appropriateness of the disclosures in the financial
statements.
Key observations
Based on the challenges posed to management and the additional work
performed, we concurred with the directors’ conclusion that there was no
impairment for goodwill to be recognised.
Strategic Report
Governance
Financials
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed
or influenced. We use materiality both in planning the scope of our audit work and in evaluating
the results of our work.
Based on our professional judgement, we determined materiality for the financial statements
as a whole as follows:
Group financial statements
Parent company financial statements
Materiality
£770,000 (2021: £673,000)
£770,000 (2021: £673,000)
Basis for
determining
materiality
We determined materiality on
the basis of revenue. Materiality
selected represents 1% (2021: 1%)
of revenue balance.
Materiality for the parent company
has primarily been determined on the
basis of the net assets and capped at
the materiality identified for the Group.
Parent company materiality equates
to 0.3% (2021: 0.3%) of net assets.
Rationale for
the benchmark
applied
Whilst we also considered asset
based metrics, we consider that
revenue is of particular relevance to
users of the financial statements and
is a key measure of performance
used by the Group given the
current stage of development of
the business. We consider that
the market users are particularly
interested in what drives the growth
and the valuation of the company
and this currently focuses primarily
on revenue.
When determining materiality,
we considered the net assets of the
company as its principal activity is
as an investment holding company
for the Group.
Pod Point
Annual Report and Accounts 2022
114
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that,
in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial
statements as a whole.
Group financial statements
Parent company financial statements
Performance
materiality
70% of Group materiality
(2021: 70%)
70% of parent company materiality
(2021: 70%)
Basis and
rationale for
determining
performance
materiality
In determining performance materiality, we considered the following factors:
a) our risk assessment, including our assessment of the overall control
environment;
b) the consistency of the management structure and finance team year
on year; and
c) the history of low level of misstatements identified in the previous audits
and management’s willingness to correct those adjustments.
6.3. Error reporting threshold
We agreed with the Audit & Risk Committee that we would report to the Committee all audit differences
in excess of £38,500 (2021: £34,000), as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We also report to the Audit & Risk Committee on disclosure
matters that we identified when assessing the overall presentation of the financial statements.
7.
An overview of the scope of our audit
7.1. Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
including Group-wide controls, and assessing the risks of material misstatement at the Group level.
Audit work to respond to the risks of material misstatement was performed directly by the
engagement team.
The Group maintains a single aggregated set of accounting records for all of its operations and we
therefore audited the entire Group as a single component. Consequently, all assets, liabilities, income
and expenses were subject to full scope audit. For the audit of the parent company, management
deconsolidated the Group financial information to identify the relevant parent company-only balances
and transactions.
114
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
7.
An overview of the scope of our audit
continued
7.2. Our consideration of the control environment
We involved our IT specialists to assess relevant controls over the Group’s IT systems. Working with
our specialists we identified and assessed relevant risks of material misstatement arising from each
relevant IT system and the supporting infrastructure technologies based on the role of application in
the Group’s flow of transactions. We obtained an understanding of the IT environment as part of these
risk assessment procedures. Relevant controls were identified and tested to address those IT risks
included Salesforce, Sage 200, Cezanne HR, and Jira.
We did not take a controls reliance approach reflecting the ongoing process to formalise the controls
and processes at the Group over the period. We have highlighted to the Audit & Risk Committee areas
where controls enhancements should arise to formalise some of the reviews and processes adopted
by management. The Audit & Risk Committee Report notes the focus on this area on page 91-92.
7.3. Our consideration of climate-related risks
Management’s climate-related risks and opportunities assessment factors in key considerations
relating to the four TCFD pillars. Their environment focus areas are centred around enabling the
decarbonisation of transport and grid, encouraging customers towards net zero and eliminating
their own emissions. Further detail is provided on the progress made in 2022 in relation to their
sustainability objectives and to report against the TCFD framework is set out from page 45.
Our risk assessment procedures included:
•
obtaining an understanding of management’s process and controls in considering the impact
of climate risks;
•
assessing whether the risks identified by the entity are complete and consistent with our
understanding of the entity;
•
involving our Environmental and Social Governance team in challenging management on various
elements of their climate-related disclosure; and
•
reading the disclosures in the strategic report to consider whether they are materially consistent
with the financial statements and our knowledge obtained in the audit.
Pod Point
Annual Report and Accounts 2022
115
8. Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statement’s or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves.
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 in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the directors 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.
10. Auditor’s 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 auditor’s 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.
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 auditor’s report.
Strategic Report
Governance
Financials
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
11.
Extent to which the audit was considered capable of detecting
irregularities, including fraud
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.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, we considered the following:
•
the nature of the industry and sector, control environment and business performance including the
design of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus levels
and performance targets;
•
the Group’s own assessment of the risks that irregularities may occur either as a result of fraud
or error;
•
results of our enquiries of management, the directors and the Audit & Risk Committee about their
own identification and assessment of the risks of irregularities, including those that are specific to
the Group’s sector;
•
any matters we identified having obtained and reviewed the Group’s documentation of their policies
and procedures relating to:
•
identifying, evaluating and complying with laws and regulations and whether they were aware
of any instances of non-compliance;
•
detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud;
•
the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations;
•
the matters discussed among the audit engagement team and relevant internal specialists,
including tax, valuations, IT, and industry specialists regarding how and where fraud might occur
in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within
the organisation for fraud and identified the greatest potential for fraud in the following areas:
revenue recognition, capitalisation of development costs and goodwill impairment. In common with all
audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of
management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates
in, focusing on provisions of those laws and regulations that had a direct effect on the determination of
material amounts and disclosures in the financial statements. The key laws and regulations we considered
in this context included the UK Companies Act, Listing Rules, pensions legislation and tax legislation.
Pod Point
Annual Report and Accounts 2022
116
In addition, we considered provisions of other laws and regulations that do not have a direct effect
on the financial statements but compliance with which may be fundamental to the Group’s ability to
operate or to avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified goodwill impairment, capitalisation of development
costs and revenue recognition as key audit matters related to the potential risk of fraud. The key
audit matters section of our report explains the matters in more detail and also describes the specific
procedures we performed in response to those key audit matters.
In addition to the above, our procedures to respond to risks identified included the following:
•
reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect
on the financial statements;
•
enquiring of management, the Audit & Risk committee and external legal counsel concerning
actual and potential litigation and claims;
•
performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
•
reading minutes of meetings of those charged with governance, reviewing correspondence with
HMRC; and
•
in addressing the risk of fraud through management override of controls, testing the appropriateness
of journal entries and other adjustments; assessing whether the judgements made in making
accounting estimates are indicative of a potential bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including internal specialists and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared
in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
116
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
Independent Auditor’s report to the Members
of Pod Point Group Holdings plc
continued
12. Opinions on other matters prescribed by the Companies Act 2006
continued
In the light of the knowledge and understanding of the Group and the parent company and their
environment obtained in the course of the audit, we have not identified any material misstatements
in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement relating to the Group’s compliance with
the provisions of the UK Corporate Governance Code specified for our review.
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 with regards to the appropriateness of adopting the going concern basis
of accounting and any material uncertainties identified set out on pages21-22;
•
the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment
covers and why the period is appropriate set out on page 74;
•
the directors’ statement on fair, balanced and understandable set out on page 107;
•
the board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on pages 64-73;
•
the section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on pages 64-73; and
•
the section describing the work of the Audit & Risk committee set out on pages 90-92.
14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not received 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
•
the parent company financial statements are not in agreement with the accounting records
and returns.
We have nothing to report in respect of these matters.
Pod Point
Annual Report and Accounts 2022
117
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of
directors’ remuneration have not been made or the part of the directors’ remuneration report to be
audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15.
Other matters which we are required to address
15.1. Auditor tenure
We were appointed by the Board on 29 January 2020 to audit the financial statements for the
period ended 31 December 2020 and subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments of the firm to Pod Point Group Holdings
plc as a listed company from November 2021 is 2 years, covering the years ended 31 December 2021
to 31 December 2022. As noted in the Audit & Risk Committee Report, the 31 December 2022 audit
is expected to be the last of the current term in which Deloitte will be the auditor of Pod Point Group
Holdings plc.
15.2. Consistency of the audit report with the additional report to the audit and risk committee
Our audit opinion is consistent with the additional report to the Audit & Risk Committee we are required
to provide in accordance with ISAs (UK).
16.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency
Rule (DTR) 4.1.14R, these financial statements form part of the European Single Electronic Format
(ESEF) prepared Annual Financial Report filed on the National Storage Mechanism of the UK FCA in
accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report provides
no assurance over whether the annual financial report has been prepared using the single electronic
format specified in the ESEF RTS.
Anthony Matthews FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
2
8
th April 2023
Strategic Report
Governance
Financials
Consolidated income statement
Notes
Year
ended
31st December
2022
£’000
Year
ended
31st December
2021
£’000
Revenue (including OZEV revenues)
5,7
Cost of sales
(54,820 )
(45,070 )
Gross profit
Other income
7
Administrative expenses
(38,065 )
(29,377 )
Operating loss
6
(20,015 )
(13,032 )
Analysed as:
Adjusted EBITDA
1
(7,040 )
Adjusting large corporate transaction and
restructuring costs
2
9
(57 )
(5,739 )
Share-based payments
(5,175 )
(2,422 )
EBITDA
1
(12,272 )
(8,103 )
Amortisation and depreciation
(7,743 )
(4,929 )
Group operating loss
(20,015 )
(13,032 )
Finance income
10
Finance costs
10
(366 )
(1,290 )
Loss before tax
(19,924 )
(14,322 )
Income tax expense
11
(287 )
Loss after tax
(20,211 )
(14,322 )
Basic and diluted loss per ordinary share
26
£(0.13
£(0.13
Pod Point
Annual Report and Accounts 2022
118
Notes:
1. EBITDA is defined as earnings before interest, tax, depreciation and amortisation, and is considered by the
Directors to be a key measure of financial performance. Adjusted EBITDA is defined as earnings before interest, tax,
depreciation and amortisation and also excluding both amounts charged to the income statement in respect of the
Group’s share-based payments arrangements and also adjusting for large corporate transaction and restructuring
costs. These have been separately identified by the Directors and adjusted to provide an underlying measure of
financial performance. The reconciliation is set out on the income statement and note 9 provides a summary of the
amounts arising from the large corporate transactions and restructuring costs.
2. See note 9.
3. All amounts relate to continuing activities.
4. All realised gains and losses are recognised in the consolidated income statement and there is no other
comprehensive income.
5. The notes on pages 122 to 147 form part of the consolidated financial statements.
6. There is no other comprehensive income in the years presented and therefore no separate statement of other
comprehensive income is presented.
118
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
Consolidated statement of financial position
Notes
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Non-current assets
Goodwill
4,12
Intangible assets
12
Property, plant and equipment
13
Deferred tax asset
11
Right-of-use assets
14
Current assets
Inventories
15
Trade and other receivables
16
Short-term investments
18
Cash and cash equivalents
17
Total assets
Current liabilities
Trade and other payables
19
(36,419 )
(36,173 )
Loan and borrowings
20
(2,842 )
(707 )
Lease liabilities
21
(1,634 )
(896 )
Provisions
22
(265 )
(160 )
(41,160 )
(37,936 )
Net current assets
Total assets less current liabilities
Pod Point
Annual Report and Accounts 2022
119
Notes
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Non-current liabilities
Loan and borrowings
20
(481 )
(2,326 )
Lease liabilities
21
(1,515 )
(763 )
Deferred tax liability
11
(5,670 )
(7,379 )
Provisions
22
(301 )
(244 )
(7,967 )
(10,712 )
Total liabilities
(49,127 )
(48,648 )
Net assets
Equity
Share capital
23
Share premium
Other reserves
ESOP reserve
(1,318 )
(1,318 )
Retained earnings
The notes on pages 122 to 147 form part of the consolidated financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on
26th April 2023. They were signed on its behalf by:
Erik Fairbairn
Chief Executive Officer
David Wolffe
Chief Financial Officer
Strategic Report
Governance
Financials
Consolidated statement of changes in equity
As at 31st December 2022 :
Share
capital
(note 23)
£’000
Share
premium
(note 23)
£’000
Other
reserves
(note 23)
£’000
ESOP
reserve
(note 23)
£’000
Retained
earnings
(note 23)
£’000
Total
equity
£’000
Balance as at
1st January 2022
(1,318 )
Loss after tax and total
comprehensive income for the year
(20,211 )
(20,211 )
Issue of shares during
the year
(158 )
Share-based payments
Share issuance costs
(12 )
(12 )
Balance as at
31st December 2022
(1,318 )
Pod Point
Annual Report and Accounts 2022
120
As at 31st December 2021:
Share
capital
(note 23)
£’000
Share
premium
(note 23)
£’000
Other
reserves
(note 23)
£’000
ESOP
reserve
(note 23)
£’000
Retained
earnings
(note 23)
£’000
Total
equity
£’000
Balance as at
1st January 2021
Loss after tax and total
comprehensive income for the year
(14,322 )
(14,322 )
Waived intercompany loan
Issue of shares during
the year
Issue of shares pursuant
to the share incentive plan
(1,318 )
Share-based payments
Balance as at
31st December 2021
(1,318 )
120
Pod Point
Annual Report and Accounts 2022
Strategic Report
Governance
Financials
Consolidated statement of cash flow
Notes
Year
ended
31st December
2022
£’000
Year
ended
31st December
2021
£’000
Cash flows from operating activities
Operating loss
(20,015 )
(13,032 )
Adjustment for non-cash items:
Amortisation of intangible assets
12
Depreciation of tangible assets
13
Depreciation of right-of-use assets
14
Share-based payment charges
25
Tax
11
(287 )
Loss on impairment of intangible assets
12
Loss on disposal of tangible assets
(7,406 )
(5,681 )
Changes in working capital
(Increase)/decrease in inventories
(2,592 )
(Increase)/decrease in trade and other receivables
(2,841 )
(9,724 )
Increase/(decrease) in trade and other payables
Increase/(decrease) in provisions
(1,561 )
Net cash flow (used in) operating activities
(8,967 )
(2,216 )
Cash flows from investing activities
Purchase of tangible assets
13
(2,348 )
(2,625 )
Purchase of intangible assets
12
(9,902 )
(4,565 )
Redemption of/(cash invested in) short-term investments
18
(50,000 )
Interest received
Pod Point
Annual Report and Accounts 2022
121
Notes
Year
ended
31st December
2022
£’000
Year
ended
31st December
2021
£’000
Net cash flow (used in) investing activities
(57,190 )
Cash flows from financing activities
Shares issued
23
Issuance cost of shares
(7,664 )
Proceeds from new borrowings
20
Loan repayment
20
(990 )
(9,346 )
Payment of principal of lease liabilities
(1,129 )
(648 )
Payment of lease interest
(216 )
(118 )
Other Interest paid
(158 )
(1,200 )
Net cash flows (used in)/generated by
financing activities
(1,250 )
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Closing cash and cash equivalents
£50 million of cash was held in a short-term deposit account at 31st December 2021 and for reporting
purposes is shown as an investment above. Closing cash and short-term investments totalled £96,112k
at 31st December 2021.
The notes on pages 122 to 147 form part of the consolidated financial statements.
Notes to the financial statements1. General
information
in the United Kingdom
number is 12431376. The registered address is 28–42 Banner Street, London EC1Y 8QE.
presented is that of development and supply of equipment and systems for recharging electric
The Company was incorporated on 29th January 2020, and purchased Pod Point Holding Ltd (“PPH”)
and its subsidiaries on 13th February 2020, (together forming the “Group”).
Refer to note 4 for further details on the impact of the acquisition on the consolidated statement of
profit and loss, consolidated income statement and consolidated cash flow statement.
The accounting policies set out in the sections below have, unless otherwise stated, been applied
consistently to all periods presented within the financial information and have been applied consistently
by all subsidiaries.
The consolidated financial statements have been prepared in accordance with the United Kingdom
adopted International Accounting Standards, with International Financial Reporting Standards as
The consolidated financial statements have been prepared in accordance with the significant
The consolidated financial statements are prepared on the historical cost convention as modified
2.4 New standards and interpretations not yet adopted
Future standards
There are new IFRS standards, interpretations and amendments that are effective for periods
beginning on or after 1st January 2023 as follows:
•
IFRS 17, Insurance Contracts provides the first comprehensive guidance to accounting for
insurance contracts
•
IAS 1, Amendments to the Disclosure of Accounting Policies
•
IAS 8, Amendments to the definition of Accounting Estimates
•
IAS 1, Amendments on classification
•
IAS 12, Amendments to Income Taxes
•
IFRS 16, Amendments to IFRS 16, Lease Liability in a Sale and Leaseback (effective 1st January 2024)
•
IAS 1, Amendments to Non-current Liabilities with Covenants (effective 1st January 2024)
The Group does not believe that any of the above items nor any other new standards or amendments
not yet effective will have a material impact on the consolidated financial statements or on other
financial statements in future periods. The Directors expect to apply these standards from their
effective dates.
The Company’s functional and presentational currency is GBP because that is the currency of the
primary economic environment in which the company operates. The presentation currency of the
After preparing and reviewing cash flow forecasts and available facilities for at least the next
12 months, the Directors have formed a judgement, at the time of approving the consolidated financial
statements, that the Group will have sufficient resources and cash to continue in operational existence
for the foreseeable future.
This judgement has been formed taking into account the principal risks and uncertainties that the
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. The financial information of subsidiaries are included in the
consolidated financial information from the date on which control commences until the date on which
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-
Overview
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration
received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue is presented as the gross amount billed to a customer where it is earned from the sale of
goods or services as principal. Revenue is presented as the net amount retained where it is earned
as an agent through a commission or fee. Payment is due upfront for the majority of residential
chargepoints sold, and with 30-day payment terms for most other commercial chargepoints sold.
Returns and refunds are covered within standard terms and conditions of the sale.
Revenue recognition under IFRS 15
IFRS 15 provides a single, principles based five-step model to be applied to all sales contracts as
outlined below. It is based on the transfer of control of goods and services to customers.
1.
Identify the contract(s) with a customer
2.
Identify the performance obligations in the contract
3.
Determine the transaction price
4.
Allocate the transaction price to the performance obligations in the contract
5.
Recognise revenue when or as the entity satisfies its performance obligations
Under IFRS 15, revenue is recognised as follows:
•
Revenue from the sale of products is recognised when the risks and rewards of ownership
are transferred to the customer, which is usually at the point at which goods are installed for
the customer.
•
Revenue from the sale of licences, extended warranty and support is recognised on a
straight-line basis.
•
Revenue derived from funded development and large programmes is recognised as milestone
obligations are completed in full.
The Group generates revenue from the following performance obligations for the years ending
31st December 2022 and 2021.
•
Sale of chargepoint, installation and additional works
•
Extended warranty
•
Sale of accessories
Commercial sales
•
Sale of chargepoints and managed installation
•
Smart Reporting
•
Supply-only sales
•
Revenue share agreements
•
Extended warranty
•
Owned asset media screen fees
Sale of charging units & installations
The sale and installation of chargepoints to both domestic and commercial customers is the primary
source of revenue generation for the Group. The transaction price is clearly stated on Pod Point’s
website and is paid upfront for domestic customers. For commercial customers, the transaction price
is clearly specified within a quote or contract.
Domestic customers are also entitled to a reduced price if they are eligible for an Office for Zero
Emission Vehicles (“OZEV”) government grant under the OZEV EV chargepoint grant (formerly the
Electric Vehicle Homecharge Scheme (“EVHS”), of which the Group will claim from The Driver and
Vehicle Licensing Agency (“DVLA”) on behalf of the customer. A summary of revenues earned from
OZEV claims during the periods is summarised in note 7.
In line with IFRS 15, revenue, including OZEV revenue, is recognised in the majority of cases at a point in
time, when the installation is complete. On a limited number of larger projects, revenue is recognised
over time in line with contractually agreed dates or deliverables.
Extended warranty
Extended warranty is offered for purchase in addition to standard warranty included with the sale of a
chargepoint. Extended warranty is recognised on a straight-line basis over the lifetime of the extended
warranty period.
Sale of accessories & supply only goods
Sale of accessory goods are recognised at a point in time, when the transfer of control occurs and the
item is delivered to the customer.
Supply-only sales represent a sale of a chargepoint at wholesale, without the combined installation
of the chargepoint. These sales are also recognised at a point in time, once transfer of control occurs,
at the time the chargepoint is delivered to the customer.
Smart Reporting
Smart Reporting is a recurring revenue stream, which provides the customer with access to the
transactional data collected by the chargepoint by the Group’s software system. The transaction price
is included in the commercial contracts with customers and revenue is recognised straight line over the
period covered by Smart Reporting.
Revenue share
Revenue share agreements comprise of an agreement with the commercial customer, by which the
customer charges the end user for use of the energy generated by the chargepoints. The Group
collects the payment from the end user through the Pod Point App, and remits the payment to the
commercial customer, net of a commission fee as defined in the contract.
The Group has determined that in the current contractual circumstances, Pod Point is acting as an
agent in the transaction and therefore the revenue is presented at the net amount of the commission,
with the exception of revenue share earned as part of the owned asset contract in which Pod Point is
acting as the principal in the transaction and therefore revenue is presented at the gross amount billed.
Revenue is recognised at a point in time when the chargepoint is being used.
Owned asset media screens
Revenue is generated through the provision of media screens for display on chargepoint installed
at a customer’s site. The chargepoints are owned and managed by the Group, and a monthly fee is
collected on any chargers of which the media screens are in working use.
The transaction price is the monthly fee as stated in the contract with the customer and under IFRS 15,
revenue is recognised over time, over the period in which the media screens are in place and working.
The Group considers its involvement to be acting as a principal in all revenue streams apart from
revenue share, as noted above.
Accrued income:
Accrued income represents revenue recognised to date less amounts invoiced to customers.
Where sales of goods and services are billed upfront, the income is deferred and released at the point
in which revenue is to be recognised and the performance obligation is satisfied. Deferred income at
The Group as lessee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The
Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease
arrangements in which it is the lessee. The underlying assets recognised by the Group comprises
a lease on the office space, and several leases of vehicles.
The lease liability is initially measured at the present value of the lease payments that are not paid
at the commencement date, discounted by the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise of fixed lease payments
(including in-substance fixed payments), less any lease incentives receivable.
The lease liability is presented as a separate line in the consolidated statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on
the lease liability (using the effective interest method) and by reducing the carrying amount to reflect
the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease
payments made at or before the commencement day, less any lease incentives received and any
initial direct costs. They are subsequently measured at cost less accumulated depreciation and
impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the right-of-
use asset.
The right-of-use assets are presented as a separate line in the consolidated statement of
financial position.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead
account for any lease and associated non-lease components as a single arrangement. The Group has
elected to use this practical expedient. Any modifications made to the terms of a lease are reflected
in the month that these are agreed with the lessor. The adjustments are reflected in the balance sheet
Transactions in foreign currencies are translated to the respective functional currencies of Group
companies at exchange rates applicable on the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated to the functional
currency at exchange rate at the reporting date. Non-monetary assets and liabilities that are
measured at fair value in a foreign currency are translated to the functional currency at the exchange
rate when the fair value was determined. Foreign currency differences arising on translation are
generally recognised in the consolidated income statement. Non-monetary items that are measured
based on historical cost in foreign currency are not re-translated.
For the purpose of presenting the consolidated financial statements, the assets and liabilities of entities
with a functional currency other than sterling are expressed in sterling using exchange rates prevailing
at the reporting period date. Income and expense items and cash flows are translated at the average
exchange rates for each month and exchange differences arising are recognised directly in other
2.11 Non-IFRS information
This document contains certain financial measures that are not defined or recognised under IFRS,
including EBITDA and adjusted EBITDA. EBITDA results from the Group’s loss, before tax, interest,
depreciation and amortisation, and adjusted EBITDA results from the Group’s loss before tax, interest
depreciation, amortisation, share-based payments and adjusting large corporate transaction and
restructuring costs.
Information regarding EBITDA, adjusted EBITDA or similar measures are sometimes used by investors
to evaluate the efficiency of a company’s operations and its ability to employ its earnings toward
repayment of debt, capital expenditures and working capital requirements. There are no generally
accepted principles governing the calculation of adjusted EBITDA or similar measures and the criteria
upon which EBITDA, adjusted EBITDA or similar measures are based can vary from company to
company. EBITDA and adjusted EBITDA, alone, do not provide a sufficient basis to compare the
Company’s performance with that of other companies and should not be considered in isolation
or as a substitute for operating profit, revenue or any other measure as an indicator of operating
performance, or as an alternative to cash generated from operating activities as a measure of liquidity.
Adjusting large corporate transaction and restructuring costs are non-trading, non-cash or one-off
items. The following are included by the Group in its assessment of exceptional items:
•
Costs related to major financing and other corporate projects
•
Restructuring costs
See note 9 for summary of adjusting large corporate transaction and restructuring costs disclosed.
Current and deferred tax is recognised in the consolidated income statement except where it relates to
items recognised in other comprehensive income or directly in equity, in which case it is recognised in
other comprehensive income or equity, respectively.
(i) Current tax
Current tax, including UK corporation tax, is calculated for each entity by applying the relevant
statutory tax rates to taxable profits for the year, which is calculated in accordance with the tax laws
of the country in which each entity is tax resident. Tax rates applied are those which are enacted, or
substantially enacted at each balance sheet date. Taxable profit differs from net profit as reported in
the consolidated income statement because it excludes items of income or expense that are taxable
or deductible in other accounting periods and it further excludes items of income or expenses that are
never taxable or deductible.
Deferred tax is calculated using the balance sheet method, providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting and taxation purposes.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences
when they reverse, based on the laws that have been enacted or substantively enacted at each
balance sheet date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to
do and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
different tax entities, but where they intend to settle current tax liabilities and assets on a net basis or
their tax assets and liabilities will be realised simultaneously.
Deferred tax assets are recognised to the extent it is probable that future taxable profits will be
available against which the temporary differences, including tax losses, can be utilised. The carrying
amount of deferred tax assets is reviewed at each balance sheet date by reassessing whether
sufficient future taxable profits will be generated in future periods such that these deferred tax assets
continue to be recoverable. The Group considers all available evidence in evaluating whether or not
Intangible assets are initially recognised at cost. After recognition, intangible assets are measured at
cost less any accumulated amortisation and any accumulated impairment losses. Amortisation and
impairment on intangible assets are recognised in the income statement.
An intangible asset is de-recognised upon disposal (i.e., at the date the recipient obtains control) or
when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon
de-recognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the income statement.
Expenditure on research activities are recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of
an internal project) is recognised if, and only if, all of the following conditions have been demonstrated:
•
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
•
the intention to complete the intangible asset and use or sell it;
•
the ability to use or sell the intangible asset;
•
the intangible asset will generate probable future economic benefits;
•
the availability of adequate technical, financial and other resources to complete the development
and to use or sell the intangible asset; and
•
the ability to measure reliably the expenditure attributable to the intangible asset during
its development.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less
accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets
that are acquired separately.
All intangible assets are considered to have a finite useful life.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives
of intangible assets. The estimated useful lives are as follows:
•
Capitalised development cost – 3 years
•
Customer relationships – 15 years
•
Goodwill represents the difference between amounts paid on the cost of a business combination and
the acquirer’s interest in the fair value of the Group’s share of its identifiable assets and liabilities of the
acquiree on the date of acquisition.
Subsequent to initial recognition, goodwill is stated at cost less any accumulated impairment
losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually
for impairment.
The Group tests goodwill annually for impairment by reviewing the carrying amount against the
recoverable amount of the investment. The recoverable amount is the higher of fair value less costs
Property, plant and equipment are stated at cost, less any accumulated depreciation and accumulated
impairment losses.
The cost of property, plant and equipment includes directly attributable incremental costs incurred
in their acquisition and installation.
When significant parts of plant and equipment are required to be replaced at intervals, the Group
depreciates them separately based on their specific useful lives. All other repair and maintenance
costs are recognised in the income statement as incurred.
useful lives, using the straight-line method.
The estimated useful lives are as follows:
Short-term leasehold property
Over remaining
term of the
lease
Plant and machinery
3 years
Fixtures and fittings
3 years
Computer equipment
3 years
Owned assets
7–10 years
An item of property, plant and equipment and any significant part initially recognised is de-recognised
upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are
expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as
the difference between the net disposal proceeds and the carrying amount of the asset) is included in
At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment
and definite life intangible assets to determine whether there is any indication that those assets have
suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset is estimated to determine the extent
of the impairment loss (if any). Where the asset does not generate cash flows that are independent
from other assets, the Group estimates the recoverable amount of the cash-generating unit to which
the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and value in use.
An impairment loss of £604k has been recognised against intangible assets in the year ended
Inventories are valued at the lower of cost and net realisable value, being the estimated selling price
less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
Work in progress includes labour and attributable overheads.
At each balance sheet date, inventories are assessed for impairment. If inventory is impaired, the
carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty
on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in
no more than three months from the date of acquisition and that are readily convertible to known
amounts of cash with insignificant risk of change in value.
Cash credited by customers on to their Pod Point mobile application to pay for future vehicle charging
Financial assets, comprise trade and other receivables which are initially measured at fair value. They
are subsequently measured at amortised cost as it is held within a business model whose objective is to
collect contractual cash flows that are solely payments of principal and interest. De-recognition occurs
either when the contractual rights expire or if substantially all the risks and rewards associated with the
expected loss allowance for all trade receivables. To measure the expected credit losses, trade
receivables are grouped based on shared credit risk characteristics and the days past due. The
Company recognises a loss allowance for expected credit losses on a financial asset that is measured
at amortised cost, measured at fair value through other comprehensive income, a lease receivable,
a contract asset or a loan commitment and a financial guarantee contract to which impairment
requirements apply.
At each reporting date, the Company measures the loss allowance for a financial instrument at an
amount equal to lifetime expected credit losses if the credit risk on that financial instrument has
increased significantly since initial recognition. The expected credit losses are assessed considering
all reasonable and supportable information, including that which is forward-looking. If at the reporting
date the credit risk on a financial instrument has not increased significantly since initial recognition,
an entity shall measure the loss allowance for that financial instrument at an amount equal to 12-month
expected credit losses. The amount of credit losses (or reversal) is recognised in profit or loss, as an
Financial liabilities comprise bank loans, amounts owed to Group undertakings and trade payables.
They are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method. De-recognition occurs when the contractual obligations are extinguished,
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost.
Provisions for the expected cost of warranty obligations under local sale of goods legislation
are recognised at the date of sale of the relevant products, at the Directors’ best estimate of the
Where share options are awarded to employees, the fair value of the options at the date of grant is
charged to the statement of comprehensive income over the vesting period. A credit is recognised
directly in equity. Non-market vesting conditions are taken into account by adjusting the number of
equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of options that eventually vest. The Group
recognises the impact of the adjustment, if any, in the income statement, with a corresponding
adjustment to equity. Market vesting conditions are factored into the fair value of the options granted.
The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors
beyond the control of either party (such as a target based on an index) or factors which are within the
control of one or other of the parties (such as the Group keeping the scheme open or the employee
maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value
of the options, measured immediately before and after the modification, is also charged to the income
statement over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the income statement is
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash
or other resources received or receivable, net of the direct costs of issuing the equity instruments. If
payment is deferred and the time value of money is material, the initial measurement is on a present
In accordance with IFRS 8 the Group determines and presents its operating segments based on internal
information that is provided to the CEO, COO, CFO and CCO, who are considered to be the Group’s
Chief Operating Decision Maker (“CODM”). During the years presented, management have assessed
the Group’s segments and established that the Group has four segments as presented in note 5, on the
basis of the information received and monitored by the CODM. These segments will be monitored on a
Acquisitions of subsidiaries and businesses, other than those occurring under common control, are
accounted for using the acquisition method. The consideration is measured at 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 in exchange for control of the acquiree. The Group elects whether to measure the
non-controlling interests in the acquiree at the fair value or at the proportionate share of the acquiree’s
identifiable net assets. Acquisition related costs are recognised in profit or loss as incurred.
When the Group acquires a business, it classifies the identifiable assets acquired and the liabilities
assumed as necessary to apply other IFRSs subsequently. This is based on contractual terms,
economic conditions and other pertinent conditions as they exist as at acquisition date.
Goodwill arising on acquisition is recognised as an asset and is measured as the excess of the
consideration transferred over the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities. If, after reassessment, the Group’s interest in the net fair value of
the acquiree’s identifiable assets liabilities and contingent liabilities exceeds the cost of the business
combination, the excess is recognised immediately in the income statement. As part of the acquisition
accounting exercise, contracts are identified which represent an asset to the Group (i.e. contract is in
the money on acquisition date) or a liability to the Group (i.e. contract is out of the money at acquisition
date). A contract asset or liability is calculated as the fair value of the contract on the acquisition date
and these are credited/charged to the income statement as the contract matures. Contract assets are
In the application of the Group’s accounting policies, described in note 2, management is required to
make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that
are not readily apparent from other sources. The estimates and associated assumptions are based
on historical experience and other factors that are considered to be relevant. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only
the period or in the period of the revision and future periods if the revision affects both current and
future periods.
Critical judgements in applying accounting policies
(i) Capitalisation of development costs (see note 12)
Management make judgements regarding the point at which research and development costs meet
the capitalisation criteria as set out in note 2.13. All expenditure on potential intangible fixed assets are
treated as an expense unless the item being worked on meets the definition of an intangible asset and
criteria for capitalisation. Each month development staff report the amount of actual time spent on
development. Management uses information about the projects being worked on, and the time and
materials costs that go into the development of those projects as reported to ensure the criteria are
met. The resulting direct labour cost arising (including an appropriate level of overheads) that meet the
above criteria is recorded within intangible fixed assets.
(ii) Revenue recognition
Contracts are accounted for in accordance with IFRS 15 ‘Revenue from Contracts with Customers’.
Revenue and profits are recognised as, and when, identifiable performance obligations are met.
Determining the performance obligations, contract price and relevant allocation, for some contracts,
may require management to exercise judgement. Management has also exercised judgement when
determining whether certain performance obligations, namely the supply and installation of goods
are required to be bundled. Estimates and judgements are continually reviewed and updated as
determined by events or circumstances. Transaction prices are clearly defined within an accepted
quote or signed contract and are allocating against the performance obligation as defined. Returns,
refunds and rebates are clearly defined within terms and conditions or signed contracts.
Key sources of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation
uncertainty at the end of the reporting period that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year.
(i) Trade receivables provision
The valuation of amounts recoverable and not recoverable on trade receivables involves
significant estimation. See note 16 for trade receivable provision amount recognised.
IFRS 9 Financial Instruments requires the expected credit losses to be measured using an unbiased
and probability-weighted amount that is determined by evaluating a range of possible outcomes, the
time value of money and reasonable and supportable information that is available without undue cost
or effort at the reporting date about past events, current conditions and forecasts of future economic
conditions. IFRS 9 allows practical expedients to be used when measuring credit losses. The Group
has elected to use a provision matrix based on the ageing profit of debts and the historical credit loss
rates adjusted by a forward looking estimate that includes the probability of a worsening domestic
economic environment/specific conditions to a particular customer over the coming quarters.
(ii) Inventory provision
In determining the lower of cost and net realisable value of inventory and in establishing the
appropriate provision for inventory obsolescence, management estimates the likelihood that inventory
carrying values will be affected by changes in market pricing, government regulations or demand for
the products and by changes in technology or design which could make inventory on hand obsolete
or recoverable at amounts less than the recorded value. Management performs regular reviews to
assess the impact of these factors on the carrying value of inventory. Where it is determined that such
changes have occurred and will have a negative impact on the value of inventory on hand, appropriate
provisions are made. If there is a subsequent increase in the value of inventory on hand, reversals of
previous write-downs to net realisable value are made. Unforeseen changes in these factors could
result in additional inventory provisions, or reversals of previous provisions, being required.
4. Financial implications of the acquisition
On 13th February 2020, the Company acquired 100% of the share capital of PPH for a cash
consideration of £85 million and share for share exchange equivalent to £26.4 million as set out in the
table below.
The asset and liabilities recognised as a result of the acquisition are as follows:
£’000
Intangible assets
1
27,311
Cash and cash equivalents
5,295
Inventories
3,131
Trade and other receivables
2
8,834
Fixed assets
2,306
Borrowings
(1,243)
Other liabilities
(7,703)
Trade and other payables
(2,660)
Deferred tax asset
5,189
Deferred tax liability
(5,189)
Right-of-use assets
1,056
Lease liability
(1,370)
Fair value of identifiable net assets
34,957
1.
Intangible assets include £14.0 million and £13.0 million recognised at acquisition date that relate to the Pod Point
brand and customer relationships for which the estimated useful lives are 15 and 20 years respectively.
2. Trade and other receivables include £8.0 million of trade receivables which approximate its fair value. The gross value
of trade and other receivables was £8.3 million with a £300,000 provision for bad debts.
Goodwill arising from the acquisition has been recognised as follows:
£’000
Cash consideration
85,196
Consideration in the form of shares issued
26,400
Contingent consideration (see note 19)
1,000
Fair value of identifiable net assets
(34,957)
Goodwill
77,639
During 2020, as part of the plans to acquire a 100% stake in Pod Point Holding Limited, 13,118 shares
with a nominal value of £0.0001 per share were issued to Parent Company EDF Energy Customers
Limited (“EECL”) and Parent Company Legal & General Capital Investments Limited (“LGCIL”). A share
premium reserve arose of £26.4 million. Funding was received from EDF Energy Customers Limited to
fund the remaining acquisition cash flows. £84.6 million of this funding was subsequently waived in the
period resulting in a capital contribution and a corresponding increase to retained earnings. Detail in
relation to the contingent consideration is included in note 19 (trade and other payables and other non-
current liabilities).
The Group has four operating and reportable segments which are considered:
Reportable segment
Operations
Home
Activities generated by the sale of chargepoints to for installation at homes.
Commercial
Activities generated by the sale and installation of chargepoints in
commercial settings, such as the destination, workplace and en-route routes
to market.
Owned assets
Operating activities relating to customer contracts, in which Pod Point owns
the chargepoint assets but charges a fee for provision of media screens on
the chargepoints for advertising purposes, and charges end customers for
the use of these assets.
Recurring
Operating activities relating to the recurring revenue generated on
chargepoints, relating to fees charged from the ongoing use of the
Pod Point software and information generated from the management
information system.
There are no transactions with a single external customer amounting to 10% or more of the
Group’s revenues.
Work, destination and en-route revenues are routes to market within the UK commercial segment,
rather than individual business segments with the types of installations being similar in all three.
Revenue has been further split into OZEV and non-OZEV revenues for each segment. OZEV revenues
are the portion of revenue generated from an installation, which are claimed from the DVLA by the
Group on who are eligible for the government grant, as described in note 2.8.
A breakdown of revenues and non-current assets by geographical area is included in note 7.
Assets and liabilities are not reviewed on a segmental basis and therefore have not been included
in this disclosure.
The following amounts previously recorded in the Norway segment for the year ending 31st
December 2021 have been reclassified into commercial. The Norway segment has been subsumed
into the commercial segment for the year ended 31st December 2022 as it is no longer a material
segment requiring separate disclosure, therefore the comparative period has also been restated for
comparativeness. The nature of the products and services are the same and the two segments have
similar economic effects, therefore aggregation is appropriate:
Year ended
31st December
2021
£’000
Norway revenue
233
Norway cost of sales
(444)
Gross margin
(211)
Segmental analysis for the year ended 31st December 2022:
Home
£’000
Commercial
£’000
Owned
assets
£’000
Recurring
£’000
Total
Group
£’000
Revenue,
non-OZEV
34,891
23,257
4,233
1,896
64,277
OZEV revenue
6,495
637
–
–
7,132
Revenue
41,386
23,894
4,233
1,896
71,409
Cost of sales
(33,304)
(18,721)
(1,992)
(803)
(54,820)
Gross margin
8,082
5,173
2,241
1,093
16,589
Other income
1,461
Administrative expenses
(38,065)
Operating loss
(20,015)
Finance income
457
Finance costs
(366)
Loss before tax
(19,924)
Segmental analysis for the year ended 31st December 2021:
Home
£’000
Commercial
£’000
Owned
assets
£’000
Recurring
£’000
Total
Group
£’000
Revenue,
non-OZEV
24,729
17,519
2,033
918
45,199
OZEV revenue
15,543
673
–
–
16,216
Revenue
40,272
18,192
2,033
918
61,415
Cost of sales
(28,925)
(14,474)
(1,165)
(506)
(45,070)
Gross margin
11,347
3,718
868
412
16,345
Administrative expenses
(29,377)
Operating loss
(13,032)
Finance income
–
Finance costs
(1,290)
Loss before tax
Loss for the year has been arrived at after charging/(crediting):
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Amortisation of intangible fixed assets
5,484
3,670
Depreciation of tangible fixed assets
1,123
650
Depreciation of right-of-use asset
1,136
609
Exchange differences
56
(10)
Cost of inventories recognised as an expense
28,818
24,554
Staff costs
28,628
22,418
Loss on impairment of intangible assets
604
–
Loss on disposal of tangible assets
4
–
Audit fees payable for the Group amounted to £340k (2021: £285k) whereas non-audit services
amounted to £45k (2021: £946k). Non-audit fees in 2021 were associated with reporting accountant
services associated with the IPO and a portion was included within issuance costs recognised against
Revenue, analysed geographically between markets, was as follows:
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
United Kingdom
71,277
61,182
Norway
132
233
Total revenue
71,409
61,415
The geographical analysis of revenue and net revenue is on the basis of the country of origin in which
the client is invoiced.
Revenue, split between OZEV revenues and non-OZEV revenues was as follows:
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Non-OZEV revenue
64,277
45,199
OZEV revenue
7,132
16,216
Total revenue
71,409
61,415
All OZEV revenue was earned in the UK. Non-current assets are all held within the UK for all periods
presented.
Other income represents grant income relating to the R&D expenditure credit for relief on the Group’s
The Group operates a defined contribution pension scheme. The assets of the scheme are held
separately from those of the Group in an independently administered fund. The pension cost
represents contributions payable by the Group to the fund and amounted to £271k for the year
ended 31st December 2022 (2021: £416k).
Pension contributions payable amount at 31st December 2022 was £180k (2021: £101k). Pension
contributions payable to Directors is disclosed within the Directors’ Remuneration Report.
The table below presents the staff costs of these persons, including those in respect of the Directors,
recognised in the income statement.
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Wages and salaries
20,699
17,419
Social security costs
3,118
2,115
Costs of defined contribution scheme
266
416
Net share-based payment expense
4,545
2,422
Total staff costs
28,628
22,372
During the year ended 31st December 2022, in addition to the above, £6,730k of staff costs were
capitalised (2021: £2,904k).
Staff costs presented in this note reflect the total wage, tax and pension cost relating to employees
of the Group. These costs are allocated between administrative expenses, cost of sales or capitalised
where appropriate as part of deferred development costs. Directors aggregate emoluments are
disclosed within the Directors’ Remuneration Report.
Key management personnel of the Group are the members of the Board of Directors as well certain
other members directing and controlling the activities of the Group. Directors appointed by EDF are
remunerated by EDF and their costs are not recharged and an allocation of cost is not considered
readily identifiable.
Key management costs include the following expenses:
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Short-term employee benefits
3,058
3,528
Post-employment benefits
56
85
Net share-based payment expense
2,987
2,046
Total key management personnel expenses
6,101
5,659
The aggregate emoluments of the highest paid key management personnel in the Group for the year
ended 31st December 2022 was £3,284k (2021: £1,913k).
During the year ended 31st December 2022, 1 key management personnel was a member of the
9. Adjusting large corporate transaction and restructuring costs
Adjusting large corporate transaction and restructuring costs, for the purposes of presenting non-IFRS
measure of adjusted EBITDA as per accounting policy noted in note 2.11, are as follows:
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Costs related to raising finance and other corporate projects
–
5,536
Restructuring costs
57
203
Total adjusting large corporate transactions and
restructuring costs
57
5,739
Raising finance relates to equity financing which, given its scale in the prior year is not considered to be
in the normal course of the operating business.
Restructuring costs in 2021 are staff-related costs arising from changes to the Senior Management
Team and department reorganisations that were not in the normal course of the operating business.
Restructuring costs in 2022 related to the closure of the Norway branch.
Net financing costs comprise bank interest income and interest expense on borrowings, and interest
expense on lease liabilities.
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Interest on bank deposits
457
–
Finance income
457
–
Interest on loans and bonds
(150)
(1,172)
Interest on lease liabilities
(216)
(118)
Finance costs
(366)
(1,290)
Net finance income/(costs) recognised in the income statement
91
The taxation charge each year represents the following:
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Current tax charge/(credit)
287
–
Deferred tax charge/(credit)
–
–
Total tax charge/(credit)
287
–
The amount of income tax recorded in the consolidated income statement differs from the expected
amount that would arise by applying the statutory rate of tax to the pre-tax profit/(loss) for the year
and is reconciled as follows:
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Loss on ordinary activities before tax
(19,924)
(14,322)
Expected tax charge based on the standard rate of
corporation tax in the UK of 19%
(3,786)
(2,721)
Fixed assets timing differences
–
–
Expenses not deductible for tax purposes
706
692
Income not taxable for tax purposes
(127)
–
Adjustments to brought forward values
–
–
Other permanent differences
–
–
Remeasurement of deferred tax for changes in tax rates
–
–
Movement in deferred tax not recognised
3,207
2,029
R&D other income tax charge
287
–
Total tax charge/(credit)
287
–
Year ended 31st December 2022:
Opening
balance
£’000
Recognised
in profit
or loss
£’000
Recognised
on acquisition
£’000
Closing
balance
£’000
Deferred tax assets
/(liabilities) related to:
Fixed asset timing differences
(985)
(1,370)
–
(2,355)
Tax losses carried forward
7,380
864
–
8,244
Share-based payments
(329)
109
–
(220)
Customer-related intangibles
(Group-level only)
(6,066)
397
–
(5,669)
–
–
–
–
Year ended 31st December 2021:
Opening
balance
£’000
Recognised
in profit
or loss
£’000
Recognised
on acquisition
£’000
Closing
balance
£’000
Deferred tax assets
/(liabilities) related to:
Property, plant and equipment
(395)
(576)
–
(971)
Intangible assets
(82)
68
–
(14)
Tax losses carried forward
5,389
1,991
–
7,380
Share-based payments
–
(329)
–
(329)
Customer-related intangibles
(Group-level only)
(4,912)
(1,154)
–
(6,066)
–
–
–
Pod Point
Annual Report and Accounts 2022
The Group has the following temporary differences for which no deferred tax assets have
been recognised:
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Tax losses
36,532
(21,758)
Share-based payments
2,057
(4,619)
Short-term timing differences
102
857
38,691
25,520
All unrecognised temporary differences above can be carried forward indefinitely. Temporary
differences in respect of share-based payments arise in respect of Part 12 CTA 2009 share options
Intangible assets as at 31st December 2022:
Development
£’000
Brand
£’000
Customer
relationships
£’000
Goodwill
£’000
Total
£’000
Cost:
At 1st January 2022
10,800
13,940
13,371
77,639
115,750
Additions
9,902
–
–
–
9,902
At 31st December 2022
20,702
13,940
13,371
77,639
125,652
Accumulated amortisation:
At 1st January 2022
5,646
1,336
1,708
–
8,690
Amortisation
3,896
697
891
–
5,484
Impairment
604
–
–
–
604
At 31st December 2022
10,146
2,033
2,599
–
14,778
Carrying amounts:
At 31st December 2022
10,556
11,907
10,772
77,639
110,874
Intangible assets as at 31st December 2021:
Development
£’000
Brand
£’000
Customer
relationships
£’000
Goodwill
£’000
Total
£’000
Cost:
At 1st January 2021
6,235
13,940
13,371
77,639
111,185
Additions
4,565
–
–
–
4,565
At 31st December 2021
10,800
13,940
13,371
77,639
115,750
Accumulated amortisation:
At 1st January 2021
3,564
639
817
–
5,020
Amortisation
2,082
697
891
–
3,670
At 31st December 2021
5,646
1,336
1,708
–
8,690
Carrying amounts:
At 31st December 2021
5,154
12,604
11,663
77,639
107,060
During year ended 31st December 2022, an impairment loss of £604k was recognised against
development costs, relating to staff and other costs capitalised against an internal development
project which was paused during the year and being redeveloped in 2023, as certain functionalities
In accordance with the provisions of IAS36 ‘Impairment of Assets’ the allocation to the individual cash-
generating unit (“CGU”) of the goodwill recognised on the purchase of PPH was completed during the
year ended 31st December 2021, being the end of the first annual period beginning after the relevant
acquisition date of PPH by the Company. No impairment was identified at 31st December 2021.
An annual impairment review has been performed comparing book values (including goodwill) to
value in use of the CGU at 31st December 2022. This utilised recent experience and evidence from third
parties of there being continuing value in the value of the business. Whilst there has been falls in
the share price of the Group leading to a reduced market capitalisation, the growth of the Group
to date is broadly consistent with that assumed at the time of acquisition in 2020. No impairment at
31st December 2022 was identified with the consideration arising noted below.
The recoverable amount of the CGU was determined from value in use calculations based on a
discounted cash flow model. Key assumptions in which management has based its determination
of value in use include the number of forecasted car registrations used to project revenue growth
and estimated market share for the home and commercial markets. Car registration forecasts are
based upon external data from the Society of Motor Manufacturers and Traders (“SMMT”) and the
Government ban on new internal combustion cars from 2030, while market share assumptions are
determined using historical data and experience.
Management projected cash flows using budgets and forecasts to 2030 and the first year of the
forecast is established from the budget for FY23 signed off by the Board. A period longer than 5
years was considered appropriated as it represents the period to the Government’s commitment
to decarbonisation of cars and vans by banning the sale of new petrol and diesel cars. A weighted-
average cost of capital (WACC) of 13% has been applied, which is higher than independent analysis,
and an economic growth rate of 0.5% was used to extrapolate cash flow beyond the forecast period.
The WACC of 13% is equivalent to a pre-tax discount rate of 16%. Management considers that the inputs
into the model appropriately consider the relevant market maturity and local factors.
The recoverable amount determined through this value in use test initially exceeded the carrying
amount by more than £100m and various sensitivities were then applied to identify impairment or
sensitivity. An increase in the WACC of 4% would be required to remove all headroom between the
value in use and carrying amount or permanent market share reductions in excess of 2% relative
to current forecast levels would be required to remove all headroom. No other reasonably possible
Property, plant and equipment as at 31st December 2022:
Short-term
leasehold
property
£’000
Plant &
machinery
£’000
Furniture
& fittings
£’000
Computer
equipment
£’000
Owned
assets
£’000
Total
£’000
Cost:
At 1st January 2022
31
229
19
837
4,698
5,814
Additions
2
42
–
499
1,805
2,348
Disposals
–
–
–
–
(7)
(7)
At 31st December 2022
33
271
19
1,336
6,496
8,155
Accumulated
depreciation and
impairment:
At 1st January 2022
31
153
19
553
781
1,537
Depreciation
1
49
–
275
798
1,123
Disposals
–
–
–
–
(3)
(3)
At 31st December 2022
32
202
19
828
1,576
2,657
Carrying amounts:
At 31st December 2022
1
69
–
508
4,920
5,498
Property, plant and equipment as at 31st December 2021:
Short-term
leasehold
property
£’000
Plant &
machinery
£’000
Furniture
& fittings
£’000
Computer
equipment
£’000
Owned
assets
£’000
Total
£’000
Cost:
At 1st January 2021
31
159
19
616
2,364
3,189
Additions
–
70
–
221
2,334
2,625
At 31st December 2021
31
229
19
837
4,698
5,814
Accumulated depreciation
and impairment:
At 1st January 2021
30
119
19
471
248
887
Depreciation
1
34
–
82
533
650
At 31st December 2021
31
153
19
553
781
1,537
Carrying amounts:
At 31st December 2021
–
76
–
284
3,917
The corresponding lease liability of the right-of-use asset is set out in note 21.
Right-of-use asset at 31st December 2022:
Right-of-use
assets
– buildings
£’000
Right-of-use
assets
– vehicles
£’000
Right-of-
use assets
– total
£’000
Cost:
At 1st January 2022
1,368
2,640
4,008
Additions
113
2,656
2,769
Disposals
(113)
(1,392)
(1,505)
At 31st December 2022
1,368
3,904
5,272
Accumulated depreciation:
At 1st January 2022
1,043
1,565
2,608
Depreciation
276
860
1,136
Disposals
(113)
(1,273)
(1,386)
At 31st December 2022
1,206
1,152
2,358
Carrying amounts:
At 31st December 2022
162
2,752
2,914
Right of Use Asset as at 31st December 2021:
Right-of-
use assets
– buildings
£’000
Right-of-use
assets
– vehicles
£’000
Right-of-use
assets
– total
£’000
Cost:
At 1st January 2021
1,368
1,571
2,939
Additions
–
1,069
1,069
At 31st December 2021
1,368
2,640
4,008
Accumulated depreciation:
At 1st January 2021
880
1,119
1,999
Depreciation
163
446
609
At 31st December 2021
1,043
1,565
2,608
Carrying amounts:
At 31st December 2021
325
1,075
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Finished goods
5,523
4,962
Work in progress
1,819
3,252
7,342
8,214
The cost of inventories recognised as an expense during the year ended 31st December 2022 in respect
of continuing operations was £28,818k (2021: £24,554k). Increase in cost of inventories during the year
was due to charge regulations imposed in June and December 2022, leading to additional rework
costs on existing chargepoints.
Included within work in progress is hardware purchased for installation in progress but not yet
complete, time spent on installations in progress but not yet complete and invoices received against
installations in progress but not yet complete.
An impairment loss of £698k was recognised in cost of sales against stock during the year ended
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Trade receivables
18,841
18,795
Loss allowance
(507)
(216)
18,334
18,579
Other receivables
940
338
R&D tax credit receivable
1,174
–
Prepayments and accrued income
6,434
5,124
26,882
24,041
The Group always measures the loss allowance for trade receivables at an amount equal to lifetime
expected credit losses. The expected credit losses on trade receivables are estimated using a provision
matrix by reference to past default experience of the debtor and an analysis of the debtor’s current
financial position, adjusted for factors that are specific to the debtors, general economic conditions of
the industry in which the debtors operate and an assessment of both the current as well as the forecast
direction of conditions at the reporting date.
The Group has sensitised the effects if failure rates were to increase by 100% as sales increase.
The related increase in the bad debt provision would be £219k for the year ended 31st December 2022
(2021: £87k).
The movement in the provision for doubtful debts is as follows:
£’000
At 1st January 2022
216
Amounts recovered
(47)
Written off
(18)
Change in loss allowance due to new trade and other receivables originated
356
As at 31st December 2022
507
At 1st January 2021
368
Amounts recovered
(42)
Written off
(203)
Change in loss allowance due to new trade and other receivables originated
93
As at 31st December 2021
216
Ageing of trade receivables before provision.
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Current
2,839
4,612
Trade receivables past due
31-60 days
4,046
5,091
61–90 days
2,294
3,307
91–120 days
1,566
813
More than 120 days
8,096
4,972
Trade receivables before allowance for doubtful receivables
18,841
18,795
Less: allowance for doubtful receivables
(507)
(216)
Total trade receivables
18,334
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Cash at bank and in hand
72,464
44,473
Pod Point mobile application
1,639
1,639
Total cash and cash equivalents
74,103
46,112
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Pod Point mobile application relates to cash held by the Company from consumer credit or debit card
‘top-ups’ through the Pod Point App. This cash is held until it is paid to customers who enable pay-as-
you-go tariffs on their chargepoints and the related electricity is used. The cash is restricted in use,
Short-term investments represent cash held on deposit with financial institutions with a maturity
greater than three months at inception. The cash no longer sat in a short-term deposit account at
31st December 2022 but within regular cash accounts.
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Short-term investments
–
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Trade payables
9,096
12,110
Other taxation and social security
3,098
1,020
Accruals and deferred revenue
21,163
20,568
Contingent consideration
–
1,000
Other payables
3,062
1,475
Total trade and other payables
36,419
36,173
There is no material difference between the carrying value and fair value of trade and other payables
presented. See note 2 for more detail on the trade and other payables accounting policy.
The contingent consideration of £1,000,000 relates to a warranty retention liability which was set up
on the acquisition of Pod Point Holding Limited by the Company in February 2020. No warranty claims
have been made against the shareholders of Pod Point Holding Limited and the amount was repaid to
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Current liabilities
Secured bank loan
2,842
707
Non-current liabilities
Secured bank loan
481
2,326
Total loans and borrowings
3,323
3,033
During the 11 months ended 31st December 2020, the Group entered into £3.5 million facility agreement
with Triodos Bank UK Limited for a period of five years, to fund chargepoints owned by the Group and
installed at customer sites. The facility is structured as a construction facility while the assets are being
installed, at which point the outstanding balance will become an operating facility. The interest rate
is fixed at 3.5%. The loan is repayable in eighteen quarterly instalments starting one quarter after the
start of the operating facility. The loan is repayable on 31st December 2025.
Two additional loans were entered into with Triodos Bank UK Limited during the year ended 31st
December 2022 under the sample facility agreement. A loan for £1.25 million was entered into with a
fixed interest rate of 4.969%. A second loan of £1.6 million was entered into in December 2022, but as
of 31st December 2022 no monies had been drawn down on this facility. The loans are repayable in
eighteen quarterly installments starting from the first payment date.
No changes in liabilities arising from financing activities has been identified during the year ended
The corresponding liability of the right-of-use asset set out in note 14 above represents the following:
Lease liability as at 31st December 2022:
Lease liability
– buildings
£’000
Lease liability
– vehicles
£’000
Lease liability
– total
£’000
Cost:
At 1st January 2022
557
1,102
1,659
Additions
114
2,645
2,759
Interest charge
34
182
216
Repayments
(391)
(951)
(1,342)
Disposals
–
(143)
(143)
At 31st December 2022
314
2,835
3,149
Lease liability as at 31st December 2021:
Lease liability
– buildings
£’000
Lease liability
– vehicles
£’000
Lease liability –
total
£’000
Cost:
At 1st January 2021
750
437
1,187
Additions
–
1,121
1,121
Interest charge
50
68
118
Repayments
(281)
(486)
(767)
At 31st December 2021
519
1,140
1,659
Provisions at 31st December 2022:
Warranty
£‘000
As at 1st January 2022
404
Charged to income statement
(163)
Additional provision in the year
326
As at 31st December 2022
567
The warranty provision as at 31st December 2022 would be expected to unwind by November 2027.
Provisions at 31st December 2021:
Warranty
£‘000
As at 1st January 2021
316
Charged to income statement
(86)
Additional provision in the year
174
As at 31st December 2021
The share capital in issue at each year and period end is as follows:
As at 31st December 2022
As at 31st December 2021
Number
£’000
Number
£’000
Allotted, called up and fully paid:
Ordinary shares of £0.001 each
154,025,118
154
153,952,537
154
On 10th December 2021, 549,000 shares were issued and allotted pursuant to the Share Incentive Plan,
bringing the total issued share capital to 153,952,537. On 7th September 2022, 2,394 shares were issued,
and on the 12th December 2022, 70,187 shares were issued with nominal values of £0.001 following an
exercise of IPO Restricted Share Awards, bringing the total issued share capital to 154,025,118.
IPO reorganisation
As at 31st December 2020, the issued share capital of the Company comprised 13,118 ordinary shares of
£.0001 each. In connection with Admission, the Company reorganised its share capital as follows:
•
On 20th October 2021, the Company issued 999,986,882 bonus shares of £0.0001 each, resulting in a
share capital of £100,000, divided into 1,000,000,000 ordinary shares of £0.0001 each. Subsequently
on 20th October 2021, the Company undertook a consolidation of its share capital on a 10:1 basis,
resulting in a share capital of £100,000, divided into 100,000,000 ordinary shares of £0.001 each.
This resulted in a reduction of share premium of £100,000.
•
On 9th November, 2021, Pod Point Group Holdings plc issued 53,403,537 ordinary shares as part of
the Initial Public Offering in exchange for cash of £117,940,367, represented by share capital of £53,403
and share premium of £112,229,304. Immediately following Admission, the issued share capital of the
Company was £153,404, comprising of 153,403,537 shares of £0.001 each.
Issuance costs of £7,664,663 were recognised against share premium in accordance with the
Companies Act 2006, section 610.
Share premium
The share premium reserve reflects the excess over nominal value arising on the issue of ordinary
shares. During 2020 as part of the plans to acquire a 100% stake in Pod Point Holding Limited 13,118
shares with a nominal value of £0.0001 per share were issued to EECL and LGCIL. A share premium
reserve arose of £26.4 million. See IPO reorganisation note above for effects on share premium as
a result of the Initial Public Offering in November 2021.
Other reserves
Other reserves includes the share-based payment charge on share options issued to employees
as detailed in note 25.
ESOP reserve
The ESOP reserve represents the value associated with the shares issued pursuant to the employee
Share Incentive Plan and other share plans.
Accumulated losses
Accumulated losses reserve represents the accumulated losses of the Group generated through
The Group had the following financial assets and liabilities. The amounts below are contractual
undiscounted cash flows and include both interest and principal amounts.
Accounting policy
Categorisation within the hierarchy, measured or disclosed at fair value, has been determined based
on the lowest level of input that is significant to the fair value measurement as follows:
•
Level 1 – valued using quoted prices in active markets for identical assets
or liabilities
•
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted
prices included within Level 1
•
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable
market data
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Cash and cash equivalents
74,103
46,112
Short-term investments
–
50,000
Trade and other receivables
19,274
18,917
Accrued income
5,195
3,600
Total financial assets
98,572
118,629
Trade and other payables
12,158
14,605
Accruals
9,210
9,383
Leases
3,149
1,660
Loans and borrowings
3,323
3,034
Total financial liabilities
27,840
28,682
All financial assets and financial liabilities shown above, and loans and borrowings, are valued at
carrying amount or at fair value using Level 2 measurements and are measured at amortised cost.
There have been no transfers between levels in any of the years.
The Group classifies its financial assets into the following categories: cash and cash equivalents, trade
and other receivables and accrued income. The classification depends on the purpose for which the
assets are held. The classification is first performed at initial recognition and then re-evaluated at every
The Group classifies its financial liabilities into the following categories: trade and other payables,
loans and borrowings and other non-current liabilities.
The Directors consider that the carrying amount for all financial assets and liabilities which are not
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk),
credit risk and liquidity risk. The Group’s overall risk management framework seeks to minimise
potential adverse effects on the Group’s financial performance.
(i)
Risk management framework
The Group’s Board of Directors has overall responsibility for the establishment and oversight of the
Group’s risk management framework.
The Group’s risk management policies are established to identify and analyse the risks faced by the
Group, to set appropriate risk limits and controls and to monitor risks and adherence to conditions and
the Group’s activities. The Group, through its training and management standards and procedures,
aims to maintain a disciplined and constructive control environment in which all employees understand
their roles and obligations.
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates
will affect the Group’s income. The Group’s exposure to market risk predominantly relates to currency
risk. The analysis of market risk calculated by management and sensitivity analysis have not been
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Group’s
receivables from customers. Trade receivables are assessed for risk of default by customers on a
periodic basis and terms of trade are adjusted accordingly. Default is defined as failure to fulfill the
payment obligation. The maximum credit risk exposure at the statement of financial position’s date
is represented by the carrying value of trade and other receivables (excluding prepayments) of
£26,643k (2021: £22,517k ), cash and cash equivalents of £74,103k (2021: £46,112k) and other short-term
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset.
The only loan existing at 31st December 2022 is the loan with Triodos bank, which is being repaid on
was repaid in 2022.
The following tables detail the Group’s remaining contractual maturity for its financial assets and
financial liabilities:
As at 31st December 2022:
Less than
1 year
£’000
1–5 years
£’000
5+ years
£’000
Total
£’000
Trade and other receivables
19,274
–
–
19,274
Accrued income
5,195
–
–
5,195
Total financial assets
24,469
–
–
24,469
Trade and other payables
12,158
–
–
12,158
Accruals
9,210
–
–
9,210
Lease liabilities – future lease payments
1,634
1,515
–
3,149
Loans and borrowings
2,842
481
–
3,323
Total financial liabilities
25,844
1,996
–
27,840
As at 31st December 2021:
Less than
1 year
£’000
1–5 years
£’000
5+ years
£’000
Total
£’000
Trade and other receivables
18,825
92
–
18,917
Accrued income
3,600
–
–
3,600
Total financial assets
22,425
92
–
22,517
Trade and other payables
14,605
–
–
14,605
Accruals
9,383
–
–
9,383
Lease liabilities – future lease payments
896
764
–
1,660
Loans and borrowings
707
2,327
–
3,034
Total financial liabilities
25,591
3,091
–
28,682
The Group has overseas operations in Norway and is therefore exposed to changes in the respective
currency of that territory. The Group maintains bank balances in local currency. Cash positions are
Charge to the income statement:
The charge to the income statement is set out below:
Year ended
31st December
2022
£‘000
Year ended
31st December
2021
£‘000
IPO Restricted Share Award
2,238
2,256
IPO Performance Share Award
759
136
Share incentive plan (“SIP”)
360
30
Long-term incentive plan (“LTIP”)
611
–
Deferred share bonus plan (“DSBP”)
577
–
Total share-based payment expense
4,545
2,422
During the year ended 31st December 2022, the Group operated the following share-based payment
schemes, all of which are equity settled. The weighted average exercise price of all share-based
payment schemes is nil.
National insurance accrued on share based payments of £630k (2021: £343k) has also been charged to
the income statement.
IPO Restricted Share Award
The IPO restricted share awards were a service based award granted to senior management and
certain other employees at the time of IPO and vest following length of service.
Year
granted
Share
price per
award
(£)
Exercise
price of
award
Date of
vesting
No. of
shares
for which
awards
outstanding
on 1st Jan
2022
Awards
granted
during
the year
Awards
vested
during
the year
Number
of shares
for which
awards
exercised
Number
of shares
for which
awards
forfeited
Number
of shares
for which
awards
outstanding
2021
2.20
–
Nov–21
736,796
–
–
2,394
–
734,402
2021
2.20
–
Nov–22
738,224
–
738,829
70,187
2,390
665,647
2021
2.20
–
Nov–23
714,330
–
–
–
4,780
709,550
2021
2.20
–
Nov–24
95,776
–
–
–
–
95,776
2021
2.20
–
Nov–25
95,776
–
–
–
–
95,776
continued
The IPO Restricted Share Awards were valued using the Black-Scholes method with the
following assumptions:
Nov-21
Weighted average share price at grant date
2.20
Exercise price
–
Expected volatility
60%
Expected life
0-4 years
Dividend yield
–
Volatility is based on trading history to date at time of valuation. As all share awards are nil-cost
options, volatility does not have an effect on the fair value.
IPO Performance Share Awards
The IPO performance share awards were granted to senior management and certain other employees
at the time of IPO, and vesting is subject to performance and market conditions.
Year
granted
Share
price
per
award
(£)
Exercise
price of
award
Date of
vesting
No. of
shares
for which
awards
outstanding
on 1st Jan
2022
Awards
granted
during the
year
Awards
vested
during
the year
Number
of shares
for which
awards
exercised
Number
of shares
for which
awards
forfeited
Number
of shares
for which
awards
outstanding
2021
2.20
–
Feb–24
881,142
–
–
–
4,190
876,952
2021
2.20
–
Feb–25
881,142
–
–
–
4,190
876,952
The IPO Performance Share Awards were valued using the Black-Scholes method with the following
assumptions:
Nov-21
Weighted average share price at grant date
2.20
Exercise price
–
Expected volatility
38%–60%
Expected life
3.3–4.3 years
Dividend yield
–
As a portion of the IPO Performance Share Awards is subject to a market condition, volatility was
calculated as the movement in the share price over a certain period prior to the grant date.
All-employee share incentive plan
The SIP was granted to all employees employed at the time of IPO, excluding upper level management,
used to incentivise retention and reward contribution.
Year
granted
Share
price per
award
(£)
Exercise
price of
award
Date of
vesting
No. of shares
for which
awards
outstanding on
1st Jan 2022
Awards
granted
during the
year
Awards
vested
during the
year
Number
of awards
forfeited
Number of
shares for
which awards
outstanding
2021
2.40
–
Dec–24
537,000
–
–
105,000
432,000
The SIP was valued using the Black-Scholes method with the following assumptions:
Dec-21
Weighted average share price at grant date
2.40
Exercise price
–
Expected volatility
60%
Expected life
3 years
Dividend yield
–
Volatility is based on trading history to date at time of valuation. As all share awards are nil-cost
options, volatility does not have an effect on the fair value.
Long-term incentive plan
The LTIP was granted to senior management and certain other employees and is used to incentivise
retention and reward performance, and is based upon performance factors.
Year
granted
Share price
per award
(£)
Exercise
price of
award
Date of
vesting
No. of shares
for which
awards
outstanding on
1st Jan 2022
Awards
granted
during the
year
Awards
vested
during the
year
Number
of awards
forfeited
Number of
shares for
which awards
outstanding
2022
1.65
–
Feb–25
–
2,921,011
0
57,600
2,863,411
The LTIP was valued using the Black-Scholes method with the following assumptions:
Mar-22
Aug-22
Weighted average share price at grant date
1.65
1.06
Exercise price
–
–
Expected volatility
56%
59%
Expected life
3 years
3 years
Dividend yield
–
–
Volatility is based on trading history to date at time of valuation. As all share awards are nil-cost
options, volatility does not have an effect on the fair value.
Deferred Share Bonus Plan
The first awards under the deferred share bonus plan will be granted in 2023, based upon performance
Basic earnings per share is calculated by dividing the loss attributable to the equity holders of the
Group by the weighted average number of shares in issue during the year.
The Group has dilutive ordinary shares for the year ended 31st December 2022 and period ended
31st December 2021; these being share options granted to employees. As the Group has incurred a loss
in all periods, the diluted loss per share is the same as the basic earnings per share as the loss has an
anti-dilutive effect.
Year ended
31st December
2022
£
Year ended
31st December
2021
£
Loss for the period attributable to equity holders
20,211,814
14,322,377
Basic and diluted weighted average number of ordinary shares
in issue
153,405,628
107,608,175
Earnings/(loss) per share (basic and diluted)
(0.13)
(0.13)
In determining the share numbers and earnings per share calculation above the requirements of IAS
33 ‘Earnings per share’ have been applied to reflect the bonus issue and share consolidation detailed
in note 23 as if it had taken place at the start of the earliest period for which an earnings per share
The Group holds share capital in the following companies:
Name of
company
Classification
Country of
incorporation
Principle
activity
Ownership
Registered
address
Pod Point
Limited
Direct
United
Kingdom
Development and
supply of equipment
and systems for electric
charging vehicles
100%
28-42 Banner Street
Banner Street,
London, England,
EC1Y 8QE
Pod Point
Holding
Limited
Direct
United
Kingdom
Holding
Company
100%
28-42 Banner Street
Banner Street,
London, England,
EC1Y 8QE
Open
Charge
Limited
Direct
United
Kingdom
Development and
supply of equipment
and systems for electric
charging vehicles
100%
28-42 Banner Street
Banner Street,
London, England,
EC1Y 8QE
Pod Point
Norge AS
Direct
Norway
Development and
supply of equipment
and systems for electric
charging vehicles
100%
Engebrets vei 3,
0275, Oslo,
Norway
Pod Point
Asset One
Limited
Direct
United
Kingdom
Development and
supply of equipment
and systems for electric
charging vehicles
100%
28-42 Banner Street
Banner Street,
London, England,
Transactions with shareholders
During the year ended 31st December 2022, the Group had the following transactions with Group
Companies part of the EDF Group and Legal & General Group:
Group Company
Sales of
goods
£’000
Purchase of
goods
£’000
EDF Energy Limited
335
–
EDF Energy Customers Limited
–
390
During the year ending 31st December 2021, the Group had the following transactions with Group
Companies part of the EDF Group and Legal & General Group:
Group Company
Sales of
goods
£’000
Purchase of
goods
£’000
Interest and
fees on
intercompany
loan
£’000
Legal & General Group
£46
–
£232
EDF Energy Limited
£263
–
–
EDF Energy Customers Limited
–
£850
£806
During the year ended 31st December 2022, the Group had the following transactions with a related
party who is not a member of the Group. Imtech Inviron Limited is a related party by virtue of their
ultimate parent and controlling party being Électricité de France S.A.:
•
Transactions with key management personnel of the Group
Key Management Personnel are defined as member of the Group’s Strategic Board and other
key personnel.
See note 8 for details of compensation of key management personnel. Certain employees hold
30. Ultimate Parent undertaking and controlling party
The immediate Parent Company of the Company and its subsidiaries is EDF Energy Customers Limited,
a company registered in the United Kingdom.
The immediate Parent Company of EDF Energy Customers Limited is EDF Energy Limited, a company
registered in the United Kingdom.
At 31st December 2022 and 31st December 2021, Électricité de France SA, a Company incorporated in
France, is regarded by the Directors as the Company’s ultimate Parent Company and controlling party.
This is the largest Group for which consolidated financial statements are prepared. Copies of that
company’s consolidated financial statements may be obtained from the registered office at Électricité
Strategic Report
Governance
Financials
Notes
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Non-current Assets
Financial assets
2
22,189
19,960
Investments in subsidiary undertakings
3
112,596
112,596
Deferred tax asset
7
219
328
135,004
132,884
Current assets
Cash and cash equivalents
68,798
40,578
Short-term investments
4
–
50,000
Trade and other receivables
5
22,589
6,064
91,387
96,642
Total assets
226,391
229,526
Current liabilities
Trade and other payables
6
(6,261)
(6,464)
Contingent consideration
6
–
(1,000)
(6,261)
(7,464)
Net current assets
85,126
89,178
Total assets less current liabilities
220,130
222,062
Non-current liabilities
Deferred tax liability
7
(219)
(328)
(219)
(328)
Total liabilities
(6,480)
(7,792)
Net assets
219,911
221,734
Notes
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Equity
Called up share capital
8
154
154
Share premium reserve
8
140,203
140,057
Other reserves
6,651
2,264
ESOP reserve
(1,318)
(1,318)
Retained earnings
74,221
80,577
219,911
221,734
Under section s408 of the Companies Act 2006 the Company is exempt from the requirement
to present its own income statement. The loss for the year to 31st December 2022 was £6,356k
(2021: £4,619k).
The notes on pages 150 to 155 form part of the financial statements.
Approved by the Board of Directors on 26th April 2023 and signed on their behalf by
David Wolffe
Chief Financial Officer
Company statement of changes in equity
As at 31st December 2022:
Share
capital
£’000
(note 8)
Share
premium
£’000
(note 8)
Other
reserves
£’000
(note 8)
ESOP
reserve
£’000
(note 8)
Retained
earnings
£’000
(note 8)
Total
equity
£’000
Balance as at 1st January 2022
154
140,057
2,264
(1,318)
80,577
221,734
Loss after tax and total
comprehensive income for
the year
–
–
–
–
(6,356)
(6,356)
Issue of shares during the year
–
158
(158)
–
–
–
Share-based payment charge
–
–
4,545
–
–
4,545
Share issuance costs
–
(12)
–
–
–
(12)
Balance as at
31st December 2022
154
140,203
6,651
(1,318)
74,221
219,911
As at 31st December 2021:
Share
capital
£’000
(note 8)
Share
premium
£’000
(note 8)
Other
reserves
£’000
(note 8)
ESOP
reserve
£’000
(note 8)
Retained
earnings
£’000
(note 8)
Total
equity
£’000
Balance as at 1st January 2021
–
26,400
–
–
84,566
110,966
Loss after tax and total
comprehensive income for the year
–
–
–
–
(4,619)
(4,619)
Waived intercompany loan
–
–
–
–
630
630
Issue of shares during the year
153
112,340
–
–
–
112,493
Issue of shares pursuant to the
share incentive plan
1
1,317
–
(1,318)
–
–
Share-based payment charge
–
–
2,264
–
–
2,264
Balance as at 31st December 2021
154
140,057
2,264
(1,318)
80,577
Strategic Report
Governance
Financials
Notes to the Company financial statements
1. Accounting policies
Basis of preparation
Pod Point Group Holdings plc (“PPGH”) is a public limited company incorporated in the United Kingdom
under the Companies Act on 29th January 2020. The address of the registered office
is 28-42 Banner Street, London, England, EC1Y 8QE. The balance sheet has been prepared for the
purpose of compliance with section 92(1)(b) and (c) of the Companies Act 2016. The balance sheet
has been prepared at 31st December, which is the financial year end of the Company.
The Company meets the definition of a qualifying entity under FRS 100 ‘Application of Financial
Reporting Requirements’ issued by the FRC. Accordingly, these financial statements were prepared
in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework (‘FRS 101’)’.
In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of IFRS, 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
have been taken. The financial statements are prepared under the historical cost convention.
The functional currency of the Company is considered to be pounds sterling because that is the
currency of the primary economic environment in which the Company operates.
The Company financial statements have been prepared in accordance with FRS 101. In these
financial statements, PPGH applied the exemptions available under FRS 101 in respect of the
following disclosures:
•
the requirements of IFRS 7 Financial Instruments: Disclosures;
•
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;
•
the requirement in paragraph 28 of IAS 1 to present comparative information in respect of paragraph
79(a)(iv) of IAS 1;
•
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 of paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based Payment’
•
the requirements in IAS 24 Related Party Disclosures to disclose related party transaction 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; and
•
the effects of new but not yet effective IFRS.
Pod Point
Annual Report and Accounts 2022
150
As the consolidated financial statements of the Group include the equivalent disclosures, the Company
has also taken the exemptions under FRS 101 available in respect of the following disclosures:
•
Certain disclosures required by IAS 36: Impairment of assets in respect of the impairment of goodwill
and indefinite life intangible assets
•
Certain disclosures required by IFRS 3: Business Combinations in respect of business combinations
undertaken by the Company
As the consolidated financial statements of the Group include the equivalent disclosures, PPGH has
also taken the exemptions under section 408(4) of the Companies Act 2006, not to present its individual
income statement and related notes as part of the financial statements.
The accounting policies set out below, has unless otherwise stated, been applied consistently to all
periods presented in the Company financial statements. The accounting policies presented in note 2
of the consolidated notes to the financial statements of PPGH also apply to the Parent Company.
Going concern
The Directors have made enquiries and reviewed cash flow forecasts and available facilities for at least
the next 12 months (including subsequent events). Taking these into account the Directors have formed
a judgement, at the time of approving the financial statements, that there is a reasonable expectation
that the Company has adequate resources to continue in operational existence for the foreseeable
future. This judgement has been formed taking into account the principal risks and uncertainties
that the Company faces. For this reason the Directors continue to adopt the going concern basis in
preparing the financial statements.
Interest income
Interest income is recognised as the interest accrues (using the effective interest method that is
the rate that exactly discounts estimated future cash receipts through the expected life of the
financial instrument).
Strategic Report
Governance
Financials
Notes to the Company financial statements
continued
1. Accounting policies
continued
Investment in subsidiary undertakings
Subsidiary undertakings are those entities controlled by the Company, and where the substance of
the relationship between the Company and the entity indicates that the entity is controlled by the
Company. The Company controls an entity when it is exposed, or has rights, to variable returns from
its involvement with the entity and has the ability to affect those returns through its power over the
entity. Considerations in the assessment of control include:
•
the purpose and design of the entity;
•
what the relevant activities are and how decisions about those activities are made;
•
whether the rights of the Company give it the current ability to direct the relevant activities;
•
whether the Company is exposed, or has rights, to variable returns from its involvement with the
entity; and
•
whether the entity has the ability to use its power over the investee to affect the amount of the
investor’s returns.
The Company continues to assess whether it controls an entity if facts and circumstances indicate
that there changes to the elements of control. Investment in subsidiaries is recorded at cost and is
subsequently assessed for indicators of impairment. If such factors exist, a detailed impairment test
is carried out. Impairment is recognised in the income statement when the recoverable amount of
the Company’s investment is lower than the carrying amount of the investment. Upon disposal of
the investment in the entity, the Company measures the investment at its fair value. Any difference
between the fair value of the Company’s investment and the proceeds of disposal is recognised in
the income statement.
Financial instruments
Financial assets and liabilities are recognised on the Company’s balance sheet when the Company
becomes a party to the contractual provisions of the instruments. Financial assets and liabilities are
initially measured at fair value. Transaction costs that are directly attributable to the acquisition of
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at
fair value through the profit or loss) are added to or deducted from the fair value of the financial assets
or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable
to the acquisition of financial assets or financial liabilities at fair value through the profit or loss are
recognised immediately in profit or loss. The effective interest method is a method of calculating the
amortised cost of a financial liability or a financial asset and of allocating the interest expense over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
payments or receipts (including all fees and points paid or received that form an integral part of the
effective interest rate, transaction costs and other premiums or discounts), through the expected life
of the financial liability or asset or (where appropriate) a shorter period, to the net carrying amount on
initial recognition.
Pod Point
Annual Report and Accounts 2022
151
Financial assets
The Company’s financial assets are classified as subsequently measured at amortised cost, fair value
through other comprehensive income or fair value through profit or loss on the basis of both:
(a) the Company’s business model for managing of financial assets; and
(b) the contractual cash flow characteristics of financial asset.
Financial assets measured at amortised cost
Financial assets are classified as measured at amortised cost if both the following conditions are met:
(a) the financial asset is held within a business model whose objective is to hold financial assets in order
to collect contractual cash flows; and
(b) the contractual terms of financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets measured at fair value through other comprehensive income (FVOCI)
Financial assets are classified as measured at fair value through other comprehensive income if both
the following conditions are met:
(a) the financial asset is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling the financial assets; and
(b) the contractual terms of financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets measured at fair value through profit or loss (FVTPL)
Financial assets are measured at fair value through profit or loss unless it is measured at amortised
cost or at fair value through other comprehensive income.
Recognition of expected credit losses
The Company recognises a loss allowance for expected credit losses on a financial asset that is
measured at amortised cost, measured at fair value through other comprehensive income, a lease
receivable, a contract asset or a loan commitment and a financial guarantee contract to which
impairment requirements apply.
At each reporting date, the Company measures the loss allowance for a financial instrument at
an amount equal to lifetime expected credit losses if the credit risk on that financial instrument has
increased significantly since initial recognition. The expected credit losses are assessed considering
all reasonable and supportable information, including that which is forward-looking. If at the reporting
date the credit risk on a financial instrument has not increased significantly since initial recognition, an
entity shall measure the loss allowance for that financial instrument at an amount equal to 12-month
expected credit losses. The amount of credit losses (or reversal) is recognised in profit or loss, as an
impairment gain or loss at the reporting date.
Strategic Report
Governance
Financials
Notes to the Company financial statements
continued
1. Accounting policies
continued
De-recognition of financial assets
The Company de-recognises a financial asset when the contractual rights to the cash flows from the
asset expire, or when it transfers the financial asset along with substantially all the risks and rewards of
ownership to a third party. On de-recognition of a financial asset in its entirety, the difference between
the asset’s carrying value, the sum of the consideration received and receivable, and the cumulative
gain or loss that had been recognised in other comprehensive income and accumulated in equity is
recognised in the income statement.
Financial liabilities and equity.
Financial liabilities as subsequently measured at amortised cost, except for:
(a) financial liabilities at fair value through profit or loss – these include derivatives that are liabilities
which are subsequently measured at fair value.
(b) financial liabilities that arise when a transfer of a financial asset does not qualify for de-recognition
or when continuing involvement applies.
(c) financial guarantee contracts to which (a) or (b) does not apply are subsequently measured as the
higher of – the amount of loss allowance determined, or, the amount initially recognised less the
cumulative amount of income recognised.
(d) commitments to provide a loan at below market interest rate to which (a) or (b) does not apply are
subsequently measured as the higher of – the amount of loss allowance determined, or, the amount
initially recognised less the cumulative amount of income recognised.
(e) contingent consideration recognised as an acquirer in a business combination which is measured at
fair value through profit or loss.
Borrowings
All borrowings are initially recorded at the amount of proceeds received, net of transaction costs.
Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net
of transaction costs, and the amount due on redemption being recognised as a charge to the income
statement over the period of the relevant borrowing. Interest expense is recognised based on the
effective interest method and is included in finance costs. Borrowings are classified as current liabilities
unless the Company has an unconditional right to defer settlement of the liability for at least 12 months
after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash
or other resources received or receivable, net of the direct costs of issuing the equity instruments. If
payment is deferred and the time value of money is material, the initial measurement is on a present
value basis.
Pod Point
Annual Report and Accounts 2022
152
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described in this note, the Directors
are required to make judgements (other than those involving estimations) that have a significant
impact on the amounts recognised and to make estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only
that period, or in the period of the revision and future periods if the revision affects both current and
future periods.
In the view of the Directors, there are no critical accounting judgements or key sources of estimation
uncertainty which affect the Company’s financial statements.
2. Financial assets
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Loans to subsidiaries
22,189
19,960
Loans to subsidiaries relate to loans granted to Pod Point Holding Limited. This loan is unsecured and
accrues interest LIBOR plus a margin of 7.3% and is repayable by 27th March 2024.
Loans to subsidiaries are held at amortised cost and are expected to mature within one to five years.
3. Investments in subsidiary undertakings
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Investments
112,596
112,596
Strategic Report
Governance
Financials
Notes to the Company financial statements
continued
3. Investments in subsidiary undertakings
continued
On 13th February 2020 the Company purchased a 100% stake in Pod Point Holding Limited.
The subsidiary undertakings at 31st December 2020, which are incorporated in the United Kingdom
and are registered and operate in England and Wales, or Scotland (unless otherwise stated),
are as follows:
Name of
Company
Classification
Country of
incorporation
Principal
activity
Ownership
Registered
address
Pod Point
Limited
Direct
United
Kingdom
Development
and supply of
equipment and
systems for electric
charging vehicles
100%
28-42 Banner Street
Banner Street,
London, England,
EC1Y 8QE
Pod Point
Holding
Limited
Direct
United
Kingdom
Holding
Company
100%
28-42 Banner Street
Banner Street,
London, England,
EC1Y 8QE
Open
Charge
Limited
Direct
United
Kingdom
Development
and supply of
equipment and
systems for electric
charging vehicles
100%
28-42 Banner Street
Banner Street,
London, England,
EC1Y 8QE
Pod Point
Norge AS
Direct
Norway
Development
and supply of
equipment and
systems for electric
charging vehicles
100%
Engebrets vei 3,
0275,
Oslo, Norway
Pod Point
Asset One
Limited
Direct
United
Kingdom
Development
and supply of
equipment and
systems for electric
charging vehicles
100%
28-42 Banner Street
Banner Street,
London, England,
EC1Y 8QE
Pod Point
Annual Report and Accounts 2022
153
4. Short-term investments
Short-term investments represent cash held on deposit with financial institutions with a maturity
greater than three months at inception.
As at
31st December
2022
£’000
As at
31st December
2021
£’000
Short-term investments
–
50,000
5. Trade and other receivables
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Intercompany receivable
21,452
5,388
Prepayments
232
275
Other taxation and social security
905
401
22,589
6,064
Intercompany receivable balance relates to amounts due from subsidiaries and is interest free and
repayable on demand.
Strategic Report
Governance
Financials
Notes to the Company financial statements
continued
6. Trade and other payables
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Other liabilities
97
–
Trade payables
586
1,991
Accruals
972
2,137
Amounts owed to other Group Companies
320
320
Intercompany payable
4,286
2,016
Contingent consideration
–
1,000
6,261
7,464
Amounts due to Group companies are interest free and repayable on demand. Intercompany payable
costs relate to payroll and other costs paid by subsidiary companies.
The contingent consideration of £1,000,000 relates to a warranty retention liability payable to
shareholders of Pod Point Holding Ltd in February 2022. This was set up on the acquisition of Pod Point
Holding Ltd by Pod Point Group Holdings plc in February 2020. To date no warranty claims have been
made against the shareholders of Pod Point Holding Ltd and the amount was repaid in full in 2022.
7. Taxation
The movement in the deferred tax assets/(deferred tax liabilities) was as follows
Year ended 31st December 2022:
Opening
balance
£’000
Recognised
in profit
or loss
£’000
Closing
balance
£’000
Deferred tax assets (liabilities) related to:
Property, plant and equipment
–
–
–
Intangible assets
–
–
–
Tax losses carried forward
329
(110)
219
Share-based payments
(329)
110
(219)
Customer related intangibles (Group-level only)
–
–
–
Pod Point
Annual Report and Accounts 2022
154
The Company has the following temporary differences for which no deferred tax asset has
been recognised:
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Tax losses
2,319
2,013
Share-based payments
2,057
4,619
Short-term timing difference
–
227
The (credit) for the year can be reconciled to the (loss) in the income statement as follows:
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Loss on ordinary activities before tax
–
(4,619)
Tax on profit on ordinary activities at standard rate of
corporation tax in the UK of 19% (2019 – 19%)
–
(877)
Effects of:
Expenses not deductible for tax purposes
–
530
Deferred tax not recognised
–
347
Tax charge for the period
–
–
Strategic Report
Governance
Financials
Notes to the Company financial statements
continued
8. Called up share capital and reserves
The share capital in issue at each year and period end is as follows:
As at 31st December 2022
As at 31st December 2021
Number
£’000
Number
£’000
Allotted, called up and
fully paid:
Ordinary shares of £0.001 each
154,025,118
154
153,403,537
153
On 10th December 2021, 549,000 shares were issued and allotted pursuant to the Share Incentive Plan,
bringing the total issued share capital to 153,952,537. On 7th September 2022, 2,394 shares were issued,
and on the 12th December 2022, 70,187 shares were issued following an exercise of IPO Restricted
Share Awards, bringing the total issued share capital to 154,025,118.
IPO reorganisation
As at 31st December 2020, the issued share capital of the Company comprised 13,118 ordinary shares
of £.0001 each. In connection with Admission, the Company reorganised its share capital as follows:
•
On 20th October 2021, the Company issued 999,986,882 bonus shares of £0.0001 each, resulting in a
share capital of £100,000, divided into 1,000,000,000 ordinary shares of £0.0001 each. Subsequently
on 20th October 2021, the Company undertook a consolidation of its share capital on a 10:1 basis,
resulting in a share capital of £100,000, divided into 100,000,000 ordinary shares of £0.001 each.
This resulted in a reduction of share premium of £100,000.
•
On 9th November, 2021, Pod Point Group Holdings plc issued 53,403,537 ordinary shares as part of
the Initial Public Offering in exchange for cash of £117,940,367, represented by share capital of £53,403
and share premium of £112,229,304. Immediately following Admission, the issued share capital of the
Company was £153,404, comprising of 153,403,537 shares of £0.001 each.
Issuance costs of £7,664,663 were recognised against share premium in accordance with the
Companies Act 2006, section 610 in the year ended 31st December 2021.
Share premium
The share premium reserve reflects the excess over nominal value arising on the issue of
ordinary shares.
Other reserves
Other reserves includes the share-based payment charge on share options issued to employees.
Pod Point
Annual Report and Accounts 2022
155
ESOP reserve
The ESOP reserve represents the value associated with the shares issued pursuant to the employee
Share Incentive Plan and other share plans.
Accumulated losses
Accumulated losses reserve represents the accumulated losses of the Group generated through
business activities.
9. Directors and employees
Remuneration in respect of the employees and Directors was:
Year ended
31st December
2022
£’000
Year ended
31st December
2021
£’000
Short-term employee benefits
2,743
2,042
Post-employment benefits
–
–
Net share-based payment expense
2,555
1,835
Total remuneration
5,298
3,877
All employees of the Company are also Directors. The average number of employees employed by the
Company for the year ended 31st December 2022 is 3 (2021: nil). The number of directors who received
pension benefits within the year totaled nil (2021: nil).
10. Ultimate controlling party
At 31st December 2022, EDF Energy Customers Limited holds a 53.83% interest in the Company and
is considered to be the immediate Parent Company. Copies of that Company’s consolidated financial
statements may be obtained from the registered office at 90 Whitfield Street, London, W1T 4EZ and is
the smallest group for which consolidated financial statements are prepared.
At 31st December 2021 and 31st December 2020, Électricité de France SA, a company incorporated
in France, is regarded by the Directors as the Company’s ultimate Parent Company and controlling
party. This is the largest group for which consolidated financial statements are prepared. Copies of that
Company’s consolidated financial statements may be obtained from the registered office at Électricité
de France SA, 22-30 Avenue de Wagram, 75382, Paris, Cedex 08, France.
Strategic Report
Governance
Financials
Glossary
AC
alternating current
Admission or IPO
the admission of the Shares to the premium listing segment of the
Official List and to trading on the London Stock Exchange’s Main
Market for listed securities on 9th November 2021
Articles
the articles of association of the Company as adopted upon Admission
BEV
battery electric vehicle
BNEF
Bloomberg New Energy Finance
Board
the Board of Directors of the Company
CMA
the Competition and Markets Authority
Company or Pod Point
Pod Point Group Holdings plc
Controlling Shareholder
means a shareholder who exercises or controls on their own or
together with any person with whom they are acting in concert, at
least 30% or more of the votes able to be cast on all or substantially
all matters at general meetings of the Company direct current
DC
direct current
Directors
the Directors of the Company
EDF
Électricité de France S.A.
EECL
EDF Energy Customers Limited
ESG
environmental, social & governance
EU
the European Union
EV
electric vehicle
EVHS
OZEV’s Electric Vehicle Homecharge Scheme
Executive Directors
the Executive Directors of the Company
FTE
full-time equivalent employee
GHG
greenhouse gases
Governance Code
the UK Corporate Governance Code published by the Financial
Reporting Council, as amended
Group
The Company and its subsidiaries
ICE
internal combustion engine
Pod Point
Annual Report and Accounts 2022
156
IFRS
International Financial Reporting Standards, as adopted by the
European Union
IPO or Admission
the Admission of the Shares to the premium listing segment of the
Official List and to trading on the London Stock Exchange’s Main
Market for listed securities on 9th November 2021
KPI
key performance indicator
kW
kilowatt
kWh
kilowatt hour
LEVI
Local Electric Vehicle Infrastructure
Non-Executive Directors
the Non-Executive Directors of the Company
OEM
original equipment manufacturer
OZEV
Office for Zero Emission Vehicles
PHEV
plug-in hybrid electric vehicle
PiV
plug-in electric vehicle
Pod Point Group
Pod Point Group Holdings plc, consolidated with its subsidiaries
RCF
Rapid Charging Fund
REGO
Renewable Energy Guarantees of Origin
Relationship Agreement
the relationship agreement entered into between the Company and EECL
REX
range-extended vehicle
SASB
Sustainability Accounting Standards Board
SDGs
UN Sustainable Development Goals
Shares
the ordinary shares of the Company
Smart chargepoints
Pod Point’s smart, Wi-Fi or mobile enabled EV chargepoints
Smartcharge Regulations
The Electric Vehicles (Smart Charge Points) Regulations 2021
Smart Reporting
Pod Point’s management information system
SMEs
small and medium-sized enterprises
SMMT
Society of Motor Manufacturers and Traders
TCFD
Task Force on Climate-related Financial Disclosures
Strategic Report
Governance
Financials
Glossary
continued
WCS
the UK government’s Workplace Charging Scheme
WEEE Regulations
Waste Electrical and Electronic Equipment Regulations 2013
Well-to-wheel
Well-to-wheel emissions include all emissions related to fuel production,
processing, distribution, and use
ZEV
zero emission vehicle
Pod Point
Annual Report and Accounts 2022
157
Registered office
28 – 42 Banner Street
London
EC1Y 8QE
Auditors
Deloitte LLP
Hill House 1
Little New Street
London
EC4A 3TR
Bankers
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London
E14 4BB
Legal Counsel
Freshfields Bruckhaus Deringer LLP
100 Bishopsgate
London
EC2P 2S
Tax advisors
Grant Thornton UK LLP
Grant Thornton House
Melton Street, Euston Square
London
NW1 2EP
Registrar
Equiniti Ltd
Aspect House,
Spencer Road,
Lancing, West Sussex
BN99 6DA
Brokers
Bank of America
Merrill Lynch International
2 King Edward Street
London
EC1A 1HQ
Numis
45 Gresham Street
London
EC2V 7BF
Printed by a carbon balanced, FSC®-recognised printer, certified to ISO 14001 environmental management system using 100%
renewable energy. This product has been made of material from well-managed, FSC®-certified forests and other controlled
sources. Both paper and production are measured and carbon balanced, based on a third party, audited, calculation.
100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation and meets the chemical requirements of
the Nordic Ecolabel (Nordic Swan) for printing companies, 95% of press chemicals are recycled for further use and, on average
99% of any waste associated with this production will be recycled and the remaining 1% used to generate energy.
The printer contributes to the World Land Trust’s ‘Conservation Coast’ project in Guatemala. This scheme supports many
landowners and local communities to register and obtain their own land and thereby protect thousands of acres of threatened
coastal forest. The local organisation FUNDAECO works with over 3000 families to help transform local livelihoods through job
creation and ecotourism.
Pod Point Group Holdings PLC
28 – 42 Banner Street
London
EC1Y 8QE