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Annual R
epo
rt
and
A
c
c
o
u
n
t
s
202
1
FDM
Group (Hol
dings) plc
Annual R
eport and Account
s 20
21
Strategic Report
2
Highlights
4
We are FDM
8
Chairman’s Statement
12
Chief Executive’s Review
20
Key Performance Indicators
22
Business Model
24
Our Markets
28
Financial Review
32
Risk Management
40
Corporate Responsibility
Governance
62
Board of Directors
66
Corporate Governance Report
82
Audit Committee Report
92
Nomination Committee Report
96
Remuneration Report
115
Directors’ Report
Financial Statements
122
Independent auditors’ report to the members of
FDM Group (Holdings) plc
130
Consolidated Income Statement
131
Consolidated Statement of Comprehensive Income
132
Consolidated Statement of Financial Position
133
Consolidated Statement of Cash Flows
134
Consolidated Statement of Changes in Equity
135
Notes to the Consolidated Financial Statements
158
Parent Company Statement of Financial Position
159
Parent Company Statement of Cash Flows
160
Parent Company Statement of Changes in Equity
161
Notes to the Parent Company Financial Statements
165
Shareholder Information
Co
n
te
n
t
s
Finan
c
ial
Revenue (£m)
£
2
6
7.
4
m
0%
2020: £267
.
7m
Adjusted
operating
prot
1
(£m)
£
4
7.
3
m
+1
1
%
20
2
0
: £42
.
7m
Prot
before
tax
(£m)
£41
.
4m
+1
%
2020: £4
1.
0m
Adjusted
prot
before
tax
1
(£m)
£
4
6
.
7m
+1
1
%
2020: £4
2
.0m
Adjusted
basic
earnings
per share
1
(pence)
33
.
2
pence
+1
5
%
20
20
: 28
.
8 p
en
ce
Basic
earnings
per
share
(pence)
2
9.
1
pence
+3
%
20
20
: 28
.
2 p
en
ce
Cash
ow
generated
from
operations (£m)
£
52
.
1
m
-2
1
%
2020: £66.
1m
Adjusted
cash
conversion
1
(%)
1
1
0
.
3%
-2
9
%
2020: 154
.
8
%
Dividend
per
share
(pence)
3
3
.0
pence
-2
9
%
20
20
: 4
6.
5 pen
c
e
Cash
conversion
2
(%)
1
2
4
.
1%
-2
2
%
2020: 158
.4
%
H
ig
h
l
ig
h
t
s
Forward-looking statements
This Annual Report contains statements which constitute “forward-looking statements”. Although the Group believes that the expectations reected in these forward-looking
statements are reasonable, it can give no assurance that these expectations will prove to be correct. Because these statements involve risks and uncertainties, actual results
may dier materially from those expressed or implied by these forward-looking statements.
2
FDM Group (Holdings) plc
Annual Report and Accounts 2021
825
u
n
ive
r
s
i
t
y
eve
n
t
s
a
t
te
n
d
e
d
3
in 202
1
(2020: 862
)
Moun
tie
s assi
gned
t
o cli
ents a
t w
eek 5
2
4
were
4,0
33
(2020: 3,
580)
78
ne
w clients globally
(2020: 52)
Mo
u
nti
e u
til
isa
tio
n
5
rat
e of
9
7.
3
%
(2020: 9
4.
8%
)
5
9,
7
0
5
complet
ed
applications r
ecei
v
ed vi
a
o
u
r
w
e
bs
i
te
(2020: 64,
608)
W
e work proactiv
ely with
ove
r
250
U
n
ive
r
s
i
t
y
Par
tn
ers globally
2
,
410
tr
ainin
g
completions in 2021
(2020: 1,
341)
UK m
ean gender
pay gap of
0
.
5%
(2020: 0.4
%
)
Operational
1
The adjusted operating prot and adjusted prot before tax are calculated before Performance Share Plan expense (including social security costs) of £5.3 million
(2020:£1.0million). The adjusted basic earnings per share is calculated before the impact of Performance Share Plan expenses (including social security costs and
associateddeferred tax). The adjusted cash conversion is calculated by dividing cash ow generated from operations by adjusted operating prot. See page 31 for
furtherdetails of adjusted items.
2
Cash conversion is calculated by dividing cash ow generated from operations by operating prot.
3
This is a mix of physical and virtual events attended.
4
Week 52 in 2021 commenced on 20 December 2021 (2020: week 52 commenced on 21 December 2020).
5
Utilisation is calculated as the ratio of cost of utilised Mounties to the total Mountie payroll cost.
3
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
We
a
r
e
FDM Group (Holdings) plc (the “Company”) and its subsidiaries
(together the “Group” or “FDM”) form a global professional
services provider with a focus on IT. Our mission is to bring
people and technology together, creating and inspiring exciting
careers that shape our digital future.
The Group’s principal business activities involve recruiting,
training and deploying its own permanent IT and business
consultants (“Mounties” or “consultants”) to clients, either
onsite or remotely. FDM specialises in a range of technical
andbusiness disciplines including Development, Testing,
ITService Management, Project Management Oce, Data
Engineering, Cloud Computing, Risk, Regulation and
Compliance, Business Analysis, Business Intelligence, Cyber
Security, AI (Articial Intelligence), Machine Learning and
Robotic ProcessAutomation.
The FDM Careers Programme bridges the gap for graduates,
ex-Forces, returners to work and apprentices, providing the
training and experience required to make a success of
launching or relaunching their careers. We have dedicated
training centres and sales operations located in London, Leeds,
Glasgow, New York NY, Arlington VA, Charlotte NC, Austin TX,
Toronto, Frankfurt, Singapore, Hong Kong, Shanghai and
Sydney. We also operate in Ireland, Luxembourg, the
Netherlands, Poland, Switzerland, Austria, Spain, South Africa,
and New Zealand.
The physical and mental health and wellbeing of our people and
stakeholders is central to who we are and what wedo. As such,
our outreach programmes for our Mounties andin-house sta
have grown and broadened during the pandemic, becoming key
to our support and care for all of ourpeopleglobally.
FDM is a collective of over 5,500 people, from a multitude of
dierent backgrounds, life experiences and cultures. We are
astrong advocate of diversity and inclusion in the workplace
and the strength of our brand arises from the talent within.
Together, we are FDM.
Our purpose
Bringing people
and technology
together,
creating and
inspiring
exciting careers
that shape
our
digital future.
Delivering customer-led,
sustainable, protable
growth
on a
consistent basis,
through our
well-established
Mountie model:
•
Identify and recruit talented individuals
– we recruit
high-calibre candidates and develop them into skilled
Mounties. We currently have four pathways: Graduate,
Ex-Forces, Returners and Apprentices.
•
Train individuals through our Academies
– we provide
Mounties with rst-class training and ongoing development
and support, giving them the best possible platform to
launch exciting and successful careers in IT. We invest in
our trainers and training facilities to create leading-edge
centres of excellence.
•
Grow our customer presence protably
– we look to
create new opportunities to deploy our Mounties amongst
our existing client base and in ever-broadening and diverse
new markets and territories.
•
Identify and ll our clients’ skills gaps
– we focus on
understanding and anticipating requirements and market
trends, to provide opportunities to our Mounties and
otheremployees, delivering sustainable protable growth
for ourshareholders.
•
Create a long-term sustainable global business
– we aim
to have a benecial impact on the communities where we
operate. We are aware of our responsibility towards our
suppliers, and are working to minimise our impact on the
physical environment.
4
FDM Group (Holdings) plc
Annual Report and Accounts 2021
C
ommit
ted
t
o our
clients
We all work towards a shared goal, helping
our clients succeed. We are attentive,
focussed and in-tune with their wants and
needs. We work hard to nurture our
relationships, to become our clients’ partner
and to create solutions to full their business
ambitions. Their success is our success.
W
e mak
e it
happen
We are pioneers and innovators – a team
of adaptable, agile and passionate people.
We have a ‘can-do’ attitude, approaching
every day with energy and enthusiasm.
We seize every opportunity to provide
solutions for our clients, careers for our
people and to drive our business forward.
T
ogethe
r
w
e
ar
e str
o
ng
er
W
e striv
e fo
r
success
Our
v
alue
s
FDM has always been people-focussed. We celebrate
diversity and encourage inclusivity. We thrive on
teamwork and collaboration with colleagues, clients
and partners. What makes us successful is that we’re a
collective made up from a multitude of backgrounds,
cultures, languages, nationalities and skills.
Thisdiversity makes us stronger.
We are entrepreneurial, ambitious, creative and
brave. We thrive on pushing the boundaries to
exceed clients’ expectations. We create an inspiring
place for colleagues to work and develop their
careers. We encourage our colleagues to challenge
themselves and help each other maximise their
potential so we can continue to deliver a unique and
unparalleled service to our clients and stakeholders.
W
e sa
y
it
ho
w
it is
We believe in professional integrity.
We are reliable, open and trustworthy, and
undivided in this behaviour. This approach
has earned us the respect of our colleagues,
clients, partners and investors and has made
us the business we are today.
5
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Awards received during the year included:
•
Social Mobility Foundation Employer Index 2021: Top 75
•
The JobCrowd Top 50 Companies For Graduates To Work For 2021
•
The JobCrowd Top IT Development & Consulting Companies
•
British Ex-Forces in Business Awards 2021 – Employer of the Year
•
RateMyPlacement Best 60 Medium-sized Employers 2020/21
•
MINT Minded Company (Germany)
•
Vets Indexes Recognized Employer (USA)
•
TalentEgg National Recruitment Excellence Awards – Best Grad Program (Canada)
•
GradAustralia Top 100 Graduate Employers
•
GradConnection Top 100 Graduate Employers (Australia)
•
Equal Opportunity Award: For Gender Equality and Racial Equality; and For Inclusion
(both from the Equal Opportunities Employer Commission, Hong Kong)
•
GradSingapore Top 100 Leading Graduate Employers
A
w
a
r
d
s
6
FDM Group (Holdings) plc
Annual Report and Accounts 2021
C
l
i
en
t
d
em
a
nd
f
o
r
o
u
r c
o
ns
u
lt
a
n
t
s s
t
r
e
n
gt
h
e
n
e
d
t
h
r
o
u
g
h
o
ut t
h
e y
e
a
r i
n t
h
e
ma
j
or
i
t
y
o
f
t
he
t
e
r
r
i
t
or
i
e
s
whe
r
e
w
e o
p
e
r
at
e
. I
n o
r
d
e
r t
o m
e
e
t t
h
i
s
g
r
o
w
t
h i
n d
e
m
a
n
d
, w
e t
r
a
i
n
e
d
2
,
4
1
0
M
o
u
nt
i
es
d
u
r
i
n
g
t
h
e
y
e
a
r
, w
h
i
c
h i
s a
h
e
a
d o
f
pr
e
-
pa
nd
em
i
c
l
e
v
el
s
a
nd
t
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e
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i
g
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s
t n
u
m
b
e
r i
n F
D
M
’
s h
i
s
t
o
r
y
7
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
C
h
air
m
a
n
’
s
S
ta
te
m
e
n
t
Dav
id L
is
ter
Chairman
I a
m p
l
e
a
s
e
d t
o pr
e
s
en
t F
D
M
’
s A
n
n
u
a
l
R
ep
o
r
t f
o
r t
h
e fi
n
a
n
c
i
a
l y
e
a
r en
d
e
d
3
1
Dec
e
m
be
r
20
2
1
.
Performance
FDM made good progress in 2021,
performing comfortably in line with the
Board’s expectations. Client demand for
our consultants strengthened throughout
the year in the majority of the territories
where we operate. In order to meet this
growth in demand, we trained 2,410
Mounties during the year, which is ahead
of pre-pandemic levels and the highest
number in FDM’s history. This growth
was made possible by the investment we
have made over the last two years in our
recruitment and training processes, and
we ended 2021 with record number of
consultants in training.
The pandemic continued to have an
impact in the territories where we
operate to varying degrees and, although
business and working conditions in some
locations were closer to normal for large
parts of the year, other territories
continued to experience the disruptions
and challenges which arise from
lockdowns and restrictions. The rapid
and innovative ways in which we
responded to the uncertainties of the
pandemic continued to evolve during
theyear and enabled us to mitigate
manyof the operational and economic
challenges which it continues to impose
on global businesses, including our own.
The agility and resilience of our model,
the hard work of our people, and the
experience of our management teams
have enabled FDM to continue
toprosper.
The Group delivered an adjusted prot
before tax
1
of £46.7 million (2020:
£42.0million). The balance sheet remains
strong with closing cash balances of
£53.1 million (2020: £64.7 million), after
dividend payments during the year of
£46.8 million (2020: £20.1 million).
Culture and values
FDM’s business is supported by a strong
cultural identity that helps to ensure our
goals are understood and shared by our
people. I am particularly proud of the
work we do to promote social mobility
and to make FDM a diverse and inclusive
place to work. It was rewarding to be
ranked again in the Social Mobility
Employer Index 2021 operated by the
Social Mobility Foundation, in recognition
of the steps we take to enable those from
lower socio-economic backgrounds to
succeed. You can nd more information
on our work in this area on page 43.
Towards the end of the year, we asked
our sta for their feedback on a number
of areas in our regular employee survey;
the survey is an important part of our
programme of employee engagement
and enables us to understand their views
on some of the changes to working
practices which have emerged over the
last two years. There is more information
about our engagement with our people
on page 40.
Governance
The Board considers robust corporate
governance and a sound approach to risk
management to be fundamental to the
sustainability of the Group and its
operations. We continue to be guided by
the 2018 UK Corporate Governance Code
(the “2018 Code”). Engagement with our
employees and other stakeholders has
always been an important part of our
approach and we continue our eorts to
ensure employee voices are heard by the
Board. We have once again engaged with
our larger institutional shareholders on
two key areas: strategy and policy. I
report on corporate governance in more
detail onpage 66 and our framework of
risk management and governance will
continue to evolve during the coming
year in line with shareholder expectations
and best practice requirements.
1 The adjusted prot before tax is calculated before
Performance Share Plan expenses (including social
security costs).
9
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
An important area of focus for the Board
this year has been to strengthen our
eorts to reduce our impact on the
environment whilst continuing to develop
the Group’s response to climate-related
risks and opportunities. We have
developed our Carbon Reduction Plan,
which will be published in the rst half of
2022. Our commitment is to reduce our
greenhouse gas emissions, relative to our
2020 base year; to reduce our scope 1
and scope 2 emissions by 50% by 2030;
and to reduce our scope 3 emissions by
62% per employee by 2030. In line with
best practice and our shareholders’
expectations, we have submitted our
carbon reduction targets to the Science
Based Targets initiative (“SBTi”) for
validation. Our climate strategy roadmap
includes the steps we will undertake to
implement fully the recommendations of
the Task Force on Climate-related
Financial Disclosures (‘TCFD’) framework.
Further information can be found on
page 50.
Dividend
The Board operates a progressive
dividend policy, aimed at aligning the
annual dividend broadly with growth in
the Group’s earnings per share, whilst
taking into account the Board’s desire to
maintain an appropriate cash buer at a
Group level, the ongoing needs for
funding of organic growth across the
business and the distributable reserves
available to the Group. The Group’s
normal dividend timetable, which had
been temporarily adjusted to take
account of uncertainties caused by the
pandemic, resumed in 2021 and the
Board will be recommending a nal
dividend of 18 pence per ordinary share
in respect of the year to 31 December
2021 for approval by shareholders at our
AGM, which is scheduled to be held on
24 May 2022, taking the total ordinary
dividend to 33.0 pence per share.
People
FDM is a people business and looking
after our people has remained our top
priority this year. Our results reect the
dedication and hard work of all our
colleagues; our consultants working with
clients and our recruiters, trainers,
internal sta and those in support roles.
Our people understand that our clients’
success is our success, and, on behalf
of
the Board, I would like to thank
them
again for their great contribution to our
performance during the year.
The People Team continues to engage
with sta to ensure that their wellbeing
is
monitored and safeguarded. The People
Team works closely with the Board on
succession planning and people
development whilst progress on the
implementation of our Group People
Strategy has continued during the year.
There is further information on the Group
People Strategy on page 41.
As in 2020, we have not accessed
the
UKCoronavirus Job Retention Scheme
(commonly known as furlough), nor have
we taken any UK government funding.
The Board and its
Committees
There have been no changes to the
Board since the publication of our last
Annual Report.
Jacqueline de Rojas (independent
Non-Executive Director) was appointed
as an additional member of the
Nomination Committee with eect from
1 March 2021, and Rod Flavell (CEO)
stepped down as a member of that
Committee with eect from 27 April
2021. Following those changes, the
Committee now comprises three
independent Non-Executive Directors
(Jacqueline de Rojas, Michelle Senecal de
Fonseca and Peter Whiting), in addition
to me as the Committee Chair.
Outlook
As we enter the current year demand for
our Mounties is very strong.
In 2022 we are targeting a signicant
increase in the numbers of Mounties that
we train and deploy and plan to
accelerate our internal sta recruitment
and other internal development
programmes, with a particular focus on
our sales and Academy training teams.
Notwithstanding the wider geopolitical
issues ongoing in the world, the Group is
well placed to deliver a good
performance in 2022 and beyond.
David Li
ste
r
Chair of the Board
16 March 2022
Chairman’s Statement
10
FDM Group (Holdings) plc
Annual Report and Accounts 2021
11
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Rod
F
lavell
Chief Executiv
e Ocer
C
h
i
e
f
E
xe
c
u
t
i
ve
’
s
Re
v
ie
w
1 The adjusted operating prot is calculated before
Performance Share Plan expenses (including social
security costs).
“
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h a r
e
c
o
r
d h
i
g
h
.
”
Overview
The Group has delivered a good
performance overall for the year and the
strength of our response to the many
challenges presented by the COVID-19
pandemic has been pleasing.
Throughout the year, we
consistently
sawaverage weekly deal volumes
exceed
expectations. We experienced strong
client demand across the
majority of our
markets, most notably in
the UK and
APAC, and the levels
of beached and
signed o Mounties returned
to pre-
pandemic levels. To meet
this growth in
demand, 2,410 Mounties were
trained
during the year (2020:
1,341 training
completions; 2019: 2,115 training
completions) which is the
highest in the
Group’s history, and the
Group ended the
year with a record
number in training.
We ended the year with 4,033 Mounties
placed with clients, ahead of the
pre-pandemic closing 2019 headcount of
3,924. The Group recorded revenue of
£267.4 million and delivered an adjusted
operating prot
1
of £47.3 million.
We maintain a strong focus on cash
management and cash collection, ending
the year with £53.1 million of cash and
no debt.
Our strategy
FDM’s strategy is straightforward:
todeliver customer-led, sustainable,
protable growth on a consistent basis,
through our well-established and proven
Mountie model. The resilience and agility
of our business model has enabled us to
deliver a very strong performance in the
year and to continue to deliver on our
four key strategic objectives: attract, train
and develop high-calibre Mounties;
invest in leading-edge training
capabilities; grow and diversify our client
base; and expand and consolidate our
geographic presence.
Our strategy requires that all activities
and investments produce the
appropriate level of return on
investment, that they deliver sustained
and measurable improvements for all
our stakeholders including customers,
sta and shareholders, and that they
further our objective of launching the
careers of talented people worldwide,
which remains core to everything we do.
13
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Attract, train and develop
high-calibre Mounties
As client demand increased throughout
2021, we were able to ramp up
recruitment and training and delivered
arecord number of training completions
in the year. The eorts made by our
Recruitment teams globally throughout
the pandemic to maintain engagement
with potential candidates and our
university partners beneted our
recruitment signicantly. Our Academy
Transformation Programme, which
Idiscuss in more detail below, oers
market-leading, exible training to
increasing numbers of trainees, using the
latest technologies and training methods,
further enhancing the quality and
eciency of training and making our
oering more attractive than ever to
candidates, and further dierentiating
FDM in the current high-wage
inationaryenvironment.
Our Ex-Forces and Returners
programmes remain an important source
of talent for the business and we
continue to invest in those programmes.
We are also investing in our programme
of apprenticeships, which will further
diversify our talent pipeline.
In total, there were 2,410 training
completions in 2021, an increase of
80%on the previous year (2020: 1,341),
and the highest number in the Group’s
history. In 2022 we shall target a
signicant increase in the numbers
ofMounties that we train.
Invest in leading-edge
training capabilities
As I have previously reported, one of our
key responses to the pandemic was the
introduction of remote training. Realising
the benets that remote training brings
to our business, we have been heavily
focussed on developing our strategy for
the longer-term delivery of our training
programmes and in
June 2021
we formally
started our Academy Transformation
Programme. This consists of ve
keyareas:
Accreditation
– External validation of
FDM’s programme content, delivery
approach, and assessment
Standardisation
– Ensuring the
programmes we deliver are consistent
across the global business
Academy Change
– Trials of new ways of
working within the Academy – including
larger classes, cross-regional deliveries,
hybrid training (remote and classroom-
based training) and agile training delivery
Physical Infrastructure
– Understanding
the needs and conguration of the
physical space of the FDM Academy of
the future
Technological Infrastructure
–
Updating our existing IT systems to
better support remote training delivery
Working with our accreditation
partner,
TechSkills, we achieved the
Tech Industry
Gold Standard accreditation for
seven of
our programmes – Business
Analysis,
Business Consulting (accredited as
‘Project
Management Oce’), Business
Intelligence, Software Testing, Software
Development, RRC (Risk Regulation
and
Compliance) and Robotic Process
Automation. This accreditation provides
assurance for candidates and
clients that
the content that we
deliver meets industry
standards for job readiness.
Once the
initial FDM training has
been completed,
our Mounties receive their
Foundation
Certication, with digital credentials
Strategic objectives
Chief Executive’s Review
provided by Credly. Mounties
will also
have the opportunity to
undertake their
Practitioner Certication, which is
based
on the successful completion
of learning
outcomes during their rst
two years in
industry with ourclients.
Alongside accreditation, we are
standardising our programmes globally,
allowing us to oer accredited
programmes in more locations. We have
already reduced the impact of regional
borders with UK trainers delivering to
Frankfurt trainees, and North American
and APAC trainers delivering throughout
their respective regions. Standardising
our content will enable this model to
become more widespread over time.
With trainees able to join training
remotely, we have seen a reduction in
the number of trainees who leave within
the initial 14-day cooling o period, and
an increase in average class sizes.
Remote training also oers greater
accessibility to those with travel
restrictions, children and other caring
responsibilities. Reinforcing inclusivity in
this way will enable our trainee
population to become more diverse.
We have implemented hybrid training
trials in the UK, utilising a combination
ofclassroom-based and remote training.
These trials will continue throughout
2022 as we work towards the best
training delivery solution for the
post-COVID world of work. Our
permanent Academies, of which we
havenine, remain a key part of our
training model as we trial and assess
thebenets of bringing trainees into
physical classrooms for some elements
of theirtraining.
14
FDM Group (Holdings) plc
Annual Report and Accounts 2021
B
r
inging
pe
ople and
tech
nol
ogy
toge
th
er
R
e
c
r
u
i
t
T
r
a
i
n
D
e
p
l
o
y
I
nve
s
t
i
n
lea
ding-edge
t
raining
ca
p
a
bil
it
ies
E
xpand and
consol
i
date our
ge
ogr
aph
i
c
presence
A
ttr
act
, tr
ai
n
and de
v
elop
high-calib
re
M
ounties
G
ro
w a
nd
div
ersif
y
ou
r
c
lie
n
t
ba
s
e
15
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Our service oerings
We continually review our training
content to ensure we deliver, at scale,
aconsultant workforce that meets our
clients’ current andfuture requirements.
We have numerous exciting client
projects in progress across the
mainstream cloud providers including
AWS, GCP, and Microsoft Azure. As the
nancial regulators gain increasing
condence in the security that cloud
providers oer, we have seen our
banking clients look to accelerate their
cloud-specic programmes of work.
Software Engineering continues to be
astrong area of demand, with clients
making the most of this skillset’s
adaptable nature. We have also seen
strong interest across our Data products,
especially around hard-to-source-skillsets
such asData Engineering. Further, we
have supported our clients’ regulatory
programmes of work with large order
fullment across KYC (KnowYour
Customer) and programmes of work
related to specic regulatory deadlines.
Throughout 2021 we have also
developed deeper partnerships with
technology providers such as AWS and
their ‘AWS re/Start programme’, A Cloud
Guru, Microsoft, and Salesforce,
providing additional strength to our
industry-accredited training.
Following the success of
our Agile Pods
in2020, we have continued
to develop
this initiative, which allows
our Mounties
to develop skills remotely
in a multi-
disciplinary and collaborative setting
which closely simulates the
client
environments in which they
will beplaced.
Grow and diversify
our clientbase
We continue to deliver the highest level
of service to our clients and have worked
closely with them as demand for our
Mounties increased throughout the year.
We secured 78 new clients in the year
(2020: 52), of which 33 were in the UK, 20
in North America, 17 in APAC and8 in
EMEA. 85% were secured from outside
the nancial services sector. Wehave
made good progress in the software and
IT services, government and commercial
and professional servicessectors.
Expand and consolidate
our geographic presence
The expansion and consolidation of our
geographic presence is a key growth
driver for FDM. APAC Mountie headcount
at week 52 increased to 880 compared to
633 in 2020 and 497 in 2019. The UK also
delivered avery strong performance,
increasing Mountie headcount by 232
over 2020. Headcount in North America
increased by nine overall, led by a strong
performance from our Canadian
operation; our performance in the US
was more subdued, primarily reecting
continued pandemic-related
uncertainties but demand improved
during the second half and has
strengthened further in the opening
months of 2022, and we have introduced
a number of new initiatives in the US
which should enable us to meet that
demand as it continues to grow. EMEA,
which now includes Ireland (please see
the Our Markets section on page 26)
closed with 252 Mounties deployed,
down 35 compared with 2020 after the
completion of a major client project in
Luxembourg during the second half; we
saw good activity levels in our nascent
location ofPoland.
With high client engagement and high
demand for Mounties in all territories,
weanticipate continued growth of our
international footprint in 2022 and
beyond, both in our longer-established
territories and our newer locations.
Chief Executive’s Review
16
FDM Group (Holdings) plc
Annual Report and Accounts 2021
A
cc
r
e
di
t
e
d
Cou
rses
17
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Chief Executive’s Review
Climate change
Having previously identied four of the
United Nations Sustainable Development
Goals (UNSDGs) which closely align with
our business and strategy, we have
worked to align with a further goal in
2021 – Climate Action. We are committed
to implementing our strategy in a way
which will support the achievement of
these goals and will enable us to make
our own contribution to the UN’s work.
I am
delighted to
report
that FDM’s
Carbon
Reduction Plan
was approved
in
2021 and
will be
published in
the
rst half
of
2022
(see page
56 for
more
information).
We have submitted our near-term targets
to the SBTi for validation.
Relative to its 2020 base year,
FDMcommits:
•
to reduce absolute Scope 1 and 2
greenhouse gas emissions by 50%
by 2030. Thisincludes direct
emissions and electricity
consumption; and
•
to reduce Scope 3 greenhouse gas
emissions by 62% per employee
by2030. This includes emissions
from all business travel, procured
goods and services, and employee
commuting.
The next phase of our plan involves
engagement with our major suppliers
torene our understanding of the
indirect emissions arising from our
supply chain and to continue to reduce
suchemissions.
18
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Our people – talented, ambitious, enthusiastic, diverse
We are a people business, and I am very
proud of the way our teams of sta
around the world have contributed to the
strength of our performance, as we nd
ourselves back to pre-pandemic levels
oftrading.
The safety, wellbeing and morale of all
employees remained a key focus in 2021.
We ran targeted and eective
programmes of employee engagement,
including surveying employees to
monitor their wellbeing and to ensure
they feel well supported by the Company
and its management. Further details on
our other client engagement
programmes are set out on page 58.
We regularly assess how we reward and
remunerate our people. During the year
we introduced paid Mountie training in
the UK. All our UK trainees are now paid
a salary from the rst day of training, in
line with all our other territories. We also
took the opportunity to enhance our
all-employee Buy As You Earn share plan,
so that our employees will be rewarded
with a higher number of bonus shares if
they retain the shares they have
purchased in the plan for a longer period.
The Group People Strategy is designed
toenable FDM to maintain its position as
a high-performing and impactful global
organisation with a clear orientation
towards sustainability, scalability,
commercial eciency and exibility.
Thestrategy aims to ensure we achieve
the following measures:
•
Successful deployments
– by
placing our Mounties and clients at
the heart of our work;
•
An inclusive culture
– where our
people can thrive and be happy
andproductive;
•
A proactive business
– anticipating
the needs of our people and clients;
•
Quality and clarity of purpose
– byensuring that all our employees
promote and embody our values
and our unique service oering; and
•
Recognised leadership
– in diversity
and inclusion, STEM, people
analytics
and leading-edge learning.
A focus of the strategy during 2021 has
been on succession planning and the
retention and development of our key
people. This has been facilitated via a
number of initiatives, including our
mentoring programmes, the introduction
of Skillsoft to
deliver important
compliance
and regulatory training to all sta and
the enhancement of our all-employee
share scheme as outlined above.
I would like to extend the Board’s thanks
to every FDM employee for the quality
and commitment they have shown in
their work during
2021, which
has enabled
us to deliver for all our stakeholders.
Looking forward
During these rst weeks of 2022, demand
for our Mounties across all our operating
territories has been very strong and
weare achieving excellent levels of
dealvolumes.
We have seen client ordering patterns at
greater levels than ever before with
established and new clients of the Group
looking for very signicant quantities
ofMounties, across a broad range of
skillsets.
Our balance sheet is very strong, our
business remains highly cash generative
and the Group is well positioned to
deliver further good progress in 2022.
Rod Flave
ll
Chief Executive Ocer
16 March 2022
19
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
K
e
y
Pe
r
f
o
r
m
a
n
ce
I
n
di
ca
t
o
r
s
1
The adjusted operating prot is calculated before Performance Share Plan expenses (including social security costs). The adjusted basic earnings per share is calculated before
the impact of Performance Share Plan expenses (including social security costs and associated deferred tax).
We monitor a range of Key Performance Indicators (“KPIs”) to identify trends in our operating and trading performance. In 2022,
weintend to review and expand the range of KPIs to include social and environmental indicators. The Group aims to deliver an
appropriate level of protability, maintain a robust balance sheet and undertake strategic investment programmes.
The adjusted numbers in the KPI analysis remove the impact of costs associated with the Performance Share Plan, to provide a clear
understanding of the underlying trading performance.
Each KPI is linked to dierent aspects of FDM’s Business Model, as illustrated below. The three components of FDM’s Business Model
are recruit, train and deploy. The Business Model is shown on pages 22 to 23.
Financial KPIs
Revenue (£m)
0%
Link to Business Model
De
p
l
oy
Performance
2021
2020
2019
267
268
272
Description
Re
ven
ue wa
s at y
ear-o
n
-ye
ar
re
ec
tin
g th
e pha
sing o
f
hea
dco
unt
. O
n a cons
t
an
t cu
rre
nc
y
ba
sis
, re
ven
ue in
cre
ase
d by 2%
.
Adjusted operating
prot
1
(£m)
+
1
1%
Link to Business Model
R
ecruit
T
rain
De
p
l
oy
Performance
2021
2020
2019
47
43
55
Description
Ad
jus
te
d op
era
tin
g pro
t i
ncr
eas
ed
by 1
1%, d
ri
ve
n by Mo
unt
ie
hea
dco
unt g
ro
w
th a
nd im
pro
ve
d
Mountie utilis
ation.
Adjusted basic earnings
per share
1
(pence)
+1
5
%
Link to Business Model
R
ecruit
T
rain
De
p
l
oy
Performance
2021
2020
2019
33.2
28.8
38.8
Description
Ad
jus
te
d ba
sic ea
rn
ing
s pe
r sha
re
inc
rea
se
d by 1
5% to 33
.
2 pe
nce.
Th
is re
e
c
t
s th
e Gro
up
’s hi
gh
er
ad
jus
te
d op
era
tin
g pro
t a
nd lo
we
r
e
ec
t
i
ve t
ax r
ate.
20
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Operational KPIs
Mounties assigned
toclients (week 52)
+1
3
%
Link to Business Model
De
p
l
oy
Performance
2021
2020
2019
4,033
3,580
3,924
Description
Th
e num
be
r of Mo
unt
ie
s ass
ign
ed
to cl
ien
t
s inc
rea
sed b
y 1
3%
, as we
ex
pe
ri
ence
d in
cre
asin
g le
vel
s of
cli
ent d
em
and a
nd hi
gh de
al
vo
lume
s ac
ros
s mo
s
t of
ourr
eg
ion
s.
Mountie utilisation rate (%)
+3
%
Link to Business Model
De
p
l
oy
Performance
2021
2020
2019
97.3
94.8
96.1
Description
Mo
unt
ie u
til
is
at
ion r
ate re
tu
rn
ed to
mo
re no
rma
l pre
-
pa
nd
emi
c lev
els
.
Cash ow generated from
operations (£m)
-
2
1%
Link to Business Model
R
ecruit
T
rain
De
p
l
oy
Performance
2021
2020
2019
52
66
58
Description
Th
e Gr
oup c
los
ed t
he y
ear
wi
th£
5
3.
1 mill
ion c
ash (
2020
:
£6
4
.7milli
on), a
f
te
r mak
in
g
di
v
ide
nd pa
y
men
t
s dur
ing t
he
yea
rof £4
6
.8 m
ill
ion (
2020
:
£
20.
1mill
ion).
Cash conversion (%)
-2
2
%
Link to Business Model
R
ecruit
T
rain
De
p
l
oy
Performance
2021
2020
2019
124
158
108
Description
Ca
sh con
ve
rs
ion w
as 1
24%
re
ec
tin
g goo
d ca
sh gen
era
ti
on
an
d a cons
is
ten
t ca
sh co
lle
c
ti
on
pe
r
fo
rm
ance
. Cas
h con
ver
si
on wa
s
hig
he
r in th
e pr
ior y
ear d
ue to t
he
le
vel o
f acc
rua
ls
.
Training completions
(year to 31 December 2021)
+8
0%
Link to Business Model
R
ecruit
T
rain
Performance
2021
2020
2019
2,410
1,341
2,115
Description
We upl
if
ted M
oun
ti
e rec
ru
it
men
t
an
d tra
ini
ng as t
he ye
ar pr
ogr
es
se
d
to be
t
te
r me
et cl
ien
t de
man
d.
2,
41
0 (202
0: 1,3
41
) Moun
ti
es
com
ple
te
d tra
ini
ng in t
he ye
ar
,
th
ehig
he
st i
n FD
M
’s hi
st
or
y.
21
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
B
u
s
in
e
s
s
M
o
d
e
l
What sets us apart
Our people
•
As employees of FDM, our Mounties are
trained not only to meet the requirements
of our clients but to equip themselves well
for the early stages of their nascent careers;
we provide ongoing training and support
throughout their tenure as FDM employees
Global cov
erag
e
•
International presence with localised
support in all our operating territories
•
Experienced trainers with remote and
in-house delivery capability
Track record of success
•
Robust credentials with over 30 years
of operational success
•
Cost-eective, value-added business model
Bespoke approach for our c
lients
•
Low-risk solution as FDM retains full
accountability for Mounties
•
Scalable capacity with no minimum
requirement
•
Ability to tailor recruitment and training
•
Option to transfer consultants from FDM
to a permanent role with the client after
initial period
Our purpose
To bring people and technology
together, creating and inspiring
exciting careers that shape our
digital future
About us
We recruit and train graduates,
ex-Forces personnel, returners
to work and apprentices,
transforming them into IT and
business professionals before
deploying them to work with
our clients
We work in partnership with
our clients to ll their skills gaps,
building a diverse pipeline
for the future
22
FDM Group (Holdings) plc
Annual Report and Accounts 2021
For ou
r clie
nts
We provide our clients with a rst-class,
exible resource at a competitive price
4
,03
3
Mounties assigned to clients at year end
For our shareholde
rs
We consistently deliver returns for our
shareholders and adopt a progressive
dividend policy
3
3
.0 pence
For our em
ploy
ees
Ongoing professional development and
support available to our employees
throughout their career at FDM
5
,
5
0
0+
FDM employees globally
9
5+
nationalities
For our trainees
Our award-winning training enables
our trainees to transition into
professional IT and business
consultants, with relevant technical
skills and commercial experience
2
,
4
10
training completions in 2021
For the environment
FDM is committed to reduce its
greenhouse gas emissions:
scope 1
and 2 by
5
0%
by 2030; and
scope 3 per
employee by
62%
by 2030
The value we create
W
e recruit
The best:
–
Graduates
–
Ex-Forces
–
Returners to work
–
Apprentices
W
e train
We oer extensive and award-winning
training to successful candidates
W
e depl
o
y
We place Mounties at a diverse
range of clients, in a wide range
of disciplines and territories
Career dev
e
lopment
Following completion of the initial
commitment period, there is the
option for Mounties to transition
permanently to the client if the client
so requires, remain as is or embark
on a new placement with FDM
How our business works
23
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
North America
2021
2020
Revenue
£
8
1.4
m
£
9
7.1
m
Ad
jus
te
d op
era
tin
g pro
t
2
£
1
3
.1
m
£12
.
5
m
Mounties deployed
1,0
9
5
1,
0
8
6
T
raining completions
6
61
520
Ou
r
M
a
r
k
e
ts
EMEA
1
2021
2020
Revenue
£25.0m
£
2
3.9
m
Ad
jus
te
d op
era
tin
g pro
t
2
£3.4m
£4.
5m
Mounties deployed
252
287
T
raining completions
19
7
96
1
Reecting internal management and reporting, performance and headcount results for Ireland, previously included within the ‘UK and Ireland’
region, are included within EMEA. All results, including prior year comparatives, have been updated to reect this change.
2
The adjusted operating prot is calculated before Performance Share Plan expenses (including social security costs).
30
%
of FDM’
s
global re
v
enue
(202
0: 36
%)
24
FDM Group (Holdings) plc
Annual Report and Accounts 2021
46
%
of FDM’
s
glo
bal re
ve
nue
(202
0: 44%)
UK
1
2021
2020
Revenue
£12
1.
8
m
£11
6
.
7
m
Ad
jus
te
d op
era
tin
g pro
t
2
£28.4m
£
2
4
.1m
Mounties deployed
1,8
0
6
1,
5
74
T
raining completions
1,0
3
5
414
A
PAC
2021
2020
Revenue
£3
9.2
m
£30.0
m
Ad
jus
te
d op
era
tin
g pro
t
2
£2
.4m
£1.
6
m
Mounties deployed
880
633
T
raining completions
517
3
11
15%
of FDM’
s
global re
v
enue
(202
0: 11
%)
9
%
of FDM’
s
global re
v
enue
(202
0: 9%)
25
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Our Markets
UK
1
The UK experienced solid growth in Mountie headcount with Mounties deployed at week 52 increasing 14.7% to 1,806 (2020:1,574).
Revenue increased by 4.4% to £121.8 million (2021: £116.7 million), less than the increase in Mountie headcount (14.7%) due to the
phasing of headcount year-on-year. Adjusted operating prot
2
increased 17.8% to £28.4 million (2020: £24.1 million). We
progressively increased training during the year to meet client demand with 1,035 training completions during the year, an increase
of 150% over the previous year (2020:414).
In 2020, in response to reduced client demand we decreased our number of trainees, instead focussing on upskilling those already
onsite and those who were signed o. Demand returned in 2021 and the proportion of consultants who are within their rst year
increased to 49% (2020: 21%), while the proportion who have completed their rst two years with FDM reduced to 33% (2020: 41%);
we anticipate that this will continue to rebalance to more normal levels over the next two to three years.
In the second half of the year we introduced paid training in the UK, recognising a cost of £2.0 million in 2021. Trainees are now
employed and paid a salary from the rst day of training, in line with our operations elsewhere in the world.
North America
North America Mounties deployed at week 52 increased slightly to 1,095 from 1,086 in 2020. Revenue decreased by 16.2% to
£81.4million (2020: £97.1 million) due to the phasing of headcount year-on-year as during 2020 North America headcount was
largely resilient to the eects of the pandemic until the last quarter. During 2021, we increased our training output by 27.1%,
with661 training completions compared with 520 in 2020.
Despite Canada’s strict lockdown for much of 2021, client demand has been good; US trading was more subdued, primarily
reecting continued pandemic-related uncertainties. However, demand for our Mounties in the US improved during the third and
fourth quarters and has strengthened further in the opening months of 2022, and we have introduced a number of new initiatives in
our recruitment, training and sales processes which should enable us to optimise the throughput of quality talent to meet that
demand as itcontinues to grow. We continued to focus on expanding our client base and added a further 20 new clients during the
year (2020:10), a record for the region.
Adjusted operating prot
2
decreased by 4.8% to £13.1 million (2020: £12.5 million).
EMEA (Europe, Middle East and Africa, excluding UK)
1
EMEA Mounties deployed decreased by 12.2% to 252 at week 52 (2020: 287), reecting the anticipated completion of a major Risk,
Regulation and Compliance project for a client in Luxembourg. We had 197 training completions in the period, a record for the
region and double the prior year (2020: 96) while revenue increased 4.6% to £25.0 million (2020:£23.9million).
During the year we established a presence in Poland, where we have seen good initial demand and we ended the year with
38consultants deployed with clients.
Adjusted operating prot
2
decreased 24.4% to £3.4 million (2020: £4.5 million).
APAC (Asia Pacic)
APAC continued to grow at a rapid pace in 2021, led by growth in Australia, which now holds the largest headcount in the
region.Mounties deployed at week 52 increased 39.0% to 880 (2020: 633) and revenue increased by 30.7% to £39.2 million
(2020:£30.0million). During the year we trained 517 consultants, an increase of 66.2% on 2020 (311).
We continued to expand our client base, adding a further 17 clients in the year (2020: 16). During the year we established
atradingentity in New Zealand, to meet client demand and benet from the reciprocal visa arrangements between Australia
andNewZealand.
Adjusted operating prot
2
increased 50.0% to £2.4 million (2020: £1.6 million).
1
2020 results for both the UK region and EMEA region have been restated to show results for Ireland as part of EMEA. Previously, results for Ireland were included in the region
“UK and Ireland”.
2 The adjusted operating prot is calculated before Performance Share Plan expenses (including social security costs).
26
FDM Group (Holdings) plc
Annual Report and Accounts 2021
F
i
n
an
c
i
al
Re
v
ie
w
Mi
ke
M
cL
are
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1
The adjusted operating prot and adjusted prot before tax are calculated before
Performance Share Plan expenses (including social security costs). The adjusted
basic earnings per share is calculated before the impact of Performance Share Plan
expenses (including social security costs and associated deferred tax).
29
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Summary income statement
Y
ear ending
31 D
ec
emb
er 2
0
21
Y
ear ending
31 D
ec
emb
er 2
0
20
% change
Revenue
£26
7
.4m
£
2
6
7.
7
m
Unchanged
Ad
jus
te
d op
era
tin
g pro
t
1
£
4
7.
3
m
£4
2
.7m
+11
%
Op
era
ti
ng pr
o
t
£42.0m
£
4
1.7
m
+1%
Ad
jus
te
d pro
t b
ef
ore t
a
x
1
£4
6
.7m
£42.0m
+11
%
Prot
be
fo
re t
ax
£41
.4m
£
41.
0
m
+1%
Ad
jus
te
d ba
sic EP
S
1
33.2p
28.8p
+15
%
Ba
sic EP
S
2
9
.1p
28.
2p
+3
%
Overview
Revenue was at against the prior year at £267.4 million (2020: £267.7 million); on a constant currency basis revenue increased by
£5.6 million. The change in revenue is less than the increase in Mountie headcount due to the phasing of headcount year on year.
Mounties assigned to clients at week 52 2021 increased by 13%, totalling 4,033 (week 52 2020: 3,580; week 52 2019:3,924). At week
52 2021 our Ex-Forces Programme accounted for 196 Mounties deployed worldwide (week 52 2020: 194). OurReturners Programme
had 156 Mounties deployed at week 52 2021 (week 52 2020: 112). The Mountie utilisation rate improved to 97.3% (2020: 94.8%).
An analysis of revenue
and headcount by
region is set
out in the
table below:
Adjusted Group operating prot
margin increased to
17.7% (2020: 16.0%)
with overheads decreasing
to £84.7 million
(2020:£87.0million). As previously disclosed,
the prior year
adjusted operating prot
margin was impacted
by an increase
in
overheadsafter the Board took
the pragmatic and
commercial decision in
2020 to settle
a long-standing legal
claim,which the Board
considered to be unmeritorious,
for £3.0 million.
Y
ear ending
31 D
ec
emb
er 2
0
21
Revenue
£m
Y
ear ending
31 D
ec
emb
er 2
0
20
Revenue
£m
2021
Mounties
assigned to
clients
at we
ek 5
2
2
2020
Mounties
assigned to
clients
at we
ek 5
2
2
UK
3
12
1.
8
11
6
.
7
1,
8
0
6
1,
5
74
No
r
th A
m
eri
ca
8
1.
4
9
7.1
1,
0
9
5
1,
0
8
6
EME
A
3
25.0
2
3.9
252
287
A
PA
C
39.
2
30.0
880
633
2
6
7.
4
2
6
7.
7
4,03
3
3,580
1
The adjusted operating prot and adjusted prot before tax are calculated before Performance Share Plan expenses (including social security costs). The adjusted basic
earnings per share is calculated before the impact of Performance Share Plan expenses (including social security costs and associated deferred tax).
2
Week 52 in 2021 commenced on 20 December 2021 (2020: week 52 commenced on 21 December 2020).
3
Reecting internal management and reporting, performance and headcount results for Ireland, previously included within ‘UK and Ireland’ region, are included within EMEA.
All results, including prior year comparatives, have been updated to reect this change. Ireland Mountie headcount was 20 at the end of 2021 (2020: 51).
Financial Review
30
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Adjusting items
The Group presents adjusted results,
inaddition to the statutory results, as
theDirectors consider that they provide
a useful indication of underlying
performance. The adjusted results are
stated before Performance Share Plan
expenses including associated taxes are
factored in. Anexpense of £5.3 million
was recognised in the year to
31 December 2021 relating to
Performance Share Plan expenses,
including social security costs (2020:
£1.0million). Details of the Performance
Share Plan are set out in note 25 to the
nancial statements. TheDirectors
believe that excluding these costs
provides a more meaningful comparison
of the trading performance.
Net nance expense
The nance expense costs include
leaseliability interest of £0.6 million
(2020: £0.7 million). The Group continues
to have no borrowings.
Taxation
The Group’s total tax charge for the year
was £9.6 million, equivalent to an
eective tax rate of 23.2%, on prot
before tax of £41.4 million (2020:
eective tax rate of 25.0% based on a
taxcharge of £10.2 million and a prot
before tax of £41.0 million). The eective
tax rate in 2021 is higher than the
underlying UK tax rate of 19% primarily
due to Group prots earned in higher
taxjurisdictions. The eective tax rate
reects the Group’s geographical mix
ofprots and the impact of items
considered to be non-taxable or
non-deductible for tax purposes, with
thedecrease year-on-year primarily
dueto changes in these factors.
Earnings per share
Basic earnings per share increased in the
year to 29.1 pence (2020: 28.2 pence),
whilst adjusted basic earnings per share
were 33.2 pence (2020: 28.8 pence).
Diluted earnings per share were
28.8pence (2020: 28.1 pence).
Dividend
During the year, the Group paid three
dividends totalling £46.8 million,
representing 43.0pence per share.
On 27 January 2021, taking into account
the decision not to recommend a nal
dividend in 2020 in respect of the 2019
nancial year, the Board declared a
second interim dividend for 2020 of
13.0pence per share which was paid
toshareholders on 26 February 2021.
On28 April 2021, a nal dividend of
15.0pence per share for 2020 was
approved by shareholders at the AGM
and was paid on 4 June 2021. On 27 July
2021, an interim dividend of 15.0 pence
per share for 2021 was declared which
was paid on 3 September 2021.
The Board has recommended a nal
dividend of 18.0 pence per share, subject
to shareholder approval at the
forthcoming AGM, taking the total
dividend to 33.0 pence per share.
The Board has set a minimum consistent
cash buer at a Group level and will
always consider the ongoing needs for
the funding of organic growth across the
business and the distributable reserves
available to the Group when considering
dividend levels. At 31 December 2021 the
Company had distributable reserves of
£51.2 million. This statement does not
form part of the audited nancial
statements and the distributable
reserves gure of £51.2 million is
therefore not audited by PwC.
 
Cash ow and
Statement of
Financial Position
The Group’s cash balance decreased to
£53.1 million (2020: £64.7 million) with
the variation of the timing of dividends
bolstering the prior year end nancial
position. Cash conversion remained good
at 124.1% (2020: 158.4%) reecting
strong cash generation and cash
collection performance by our credit
control team. Dividends paid in the year
totalled £46.8
million (2020:
£20.1million).
Net capital expenditure was £0.4 million
(2020: £0.6 million) and tax paid was
£10.6 million (2020: £11.5 million).
Mike McLare
n
Chief Financial Ocer
16 March 2022
31
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Eective risk management is critical
to the delivery of the Group’s strategic
objectives.
Approach to risk
The Board has overall responsibility
forensuring risk is eectively managed
across the Group, with a focus on
evaluating the nature and extent of
thesignicant risks which the Board is
willing to take in achieving its strategic
objectives – its “risk appetite”. The
Boardcontrols the approach to risk
management and the procedures for the
identication, assessment, management,
mitigation and reporting of risks. The
Audit Committee takes responsibility for
overseeing the eectiveness of sound
risk management and internal
controlsystems.
Identifying and
monitoring key risks
The Board uses the Risk Register as its
principal tool for monitoring and
reporting risk. The preparation of the
register is led by the Chief Financial
Ocer, supported by the senior
management team, and it details the
Group’s risks, the potential impact of
each risk, the likelihood of that risk
occurring, the strength of the mitigating
controls in place and how these are
evidenced. Input is obtained from all
areas of the business, including support
functions, as appropriate. A member of
the Executive Team is assigned as the
owner of each risk to ensure the
appropriate level of focus and
accountability to the Board. The Board
formally reviews the Risk Register at the
half year and at the year end.
Our risk management process is
periodically reviewed by our Internal
Audit function, with the latest review
being carried out during 2021. The review
concluded that our processes are
suitable for a business of our size and
complexity and identied areas of good
practice as well as some minor
recommendations, all of which are in the
process of being incorporated into our
risk management framework. All Internal
Audit reviews are risk-based and the
scope of individual reviews consider the
key risks recorded in the Risk Register.
The current Risk Register includes 32
risks categorised as strategic,
operational, compliance or nancial risks,
eleven of which are considered to be the
Group’s principal risks. The Risk Register
was formally updated during the last
quarter of 2021 and reviewed by the
Audit Committee in the rst quarter of
2022. In March 2022, the Audit
Committee and the Board carried out a
robust and formal assessment of the
Group’s emerging and principal risks as
set out inthe updated Risk Register.
Principal risks
The principal risks faced by the Group,
their current status and how the Group
mitigates these risks are set out on pages
34 to 39. The status of four of the
Group’s
principal risks has changed from the
prior year, these being the two risks
relating to the supply and demand of our
Mountie resource, the risk of an
interruption to the business caused by a
successful cyber-attack and the risk of an
interruption to the business caused by a
natural disaster or other similar events.
During 2020, our levels of unallocated
resource increased signicantly, this was
one of the most signicant impacts of the
pandemic on our business and in the
prior year we increased the status of the
risk associated with excess Mountie
resource. During 2021, such was the
increase in client demand and deal
volumes that our level of unallocated
resource fell to record lows, we have
therefore increased the net risk rating
associated with insucient Mountie
resource, whilst reducing the risk of
excess Mountie resource. The resilience
of the Group’s Business Continuity Plan
(“BCP”) to the impacts of the pandemic
has resulted in the Board assessing that
the impact of an interruption to the
business caused by a natural disaster or
other similar event is lower than
previously estimated. The Board has
however assessed that the risk associated
with a business interruption caused by a
cyber-attack has increased inthe year.
The alignment to our strategic objectives,
as set out on pages 14 to 16, indicates
those aspects of the business strategy
that would be impacted by each risk,
were it to materialise.
Emerging risks
In addition to our principal risks, we also
identify and record any emerging risks.
In2021, we have identied climate
change as such a risk, as outlined below.
Climate change
The Board has spent some time during
the year assessing the risks of the direct
physical eects of climate change, the
transition to a low carbon economy and
how climate change might potentially
Ri
s
k
M
a
n
ag
em
en
t
32
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Principal risks
The following diagram shows the net risk score after taking account of controls and mitigations:
High
Almost certain
Unlikely
Impact
Likelihood
Low
1
Changes in the macro-economic environment
2
Concentration exposure
in the
nancial services
sector
3
Balancing supply and demand –
insucient Mountie resource
4
Balancing supply and demand –
excess Mountie resource
5
Recruitment and development of highly skilled Mounties
6
Talent development and succession planning
7
Development of new service oerings
8
Business interruption –
caused by successful cyber-attack
9
Business interruption –
caused by natural disaster or other similar events
10
Reputation
11
International regulatory non-compliance
10
8
1
5
2
6
7
9
3
4
11
Increase
Movement in risk 2021:
Decrease
impact the Group’s ability to achieve its
strategic objectives. For the following
reasons, the Board has concluded the
risk is low in the short and medium-term
and it does not therefore form part of the
Group’s principal risks:
•
The Group’s operating model is agile
and adaptable, and measures that
were put in place in response to the
COVID-19 pandemic and the
challenges of remote training and
working gave the Board condence
that the Group is able to recruit,
train and deploy Mounties eciently
from any location. Our employees
have the ability to work remotely
and do so over dierent
geographically-diverse territories.
•
FDM leases properties over a short
and medium-term timeframe. We
are conscious that some of our
current leased oce locations are in
cities which could be vulnerable to
the longer-term risk of rising sea
levels and higher-frequency extreme
weather. The Board’s policy is to
consider these factors in the round
as our portfolio of leased premises
changes with the needs of the
Group’s business, which are evolving
in line with our Academy
transformation strategy and
beyond. For some years we have
been committed to considering the
carbon footprint of premises when
opening new locations (for example,
we opened our most recent major
Academy location in 2019, in the
cutting-edge sustainable
development at Barangaroo in
Sydney, Australia).
•
We are aware that our clients in
some sectors could be adversely
aected by future climate change
and there is a risk that this aects
our own business indirectly if clients’
spending decisions are constrained
by challenges associated with
climate change. We mitigate this risk
by diversifying the sectors and
geographies in which we operate.
•
We also believe that there is
opportunity, as we train and deploy
consultants with the skills to help
our clients nd and apply the
optimal technical and business
solutions to the challenges which
climate change brings. For example,
some of our clients in the energy
sector are deploying Mounties on
projects to help them to move
towards sourcing energy from
renewable sources.
We are also committed to reducing our
carbon footprint, as explained on page
56 our Carbon Reduction Plan was
approved in 2021 and will be published
in the rst half of 2022.
Conict in Ukraine
The Board is monitoring the potential
risks to FDM’s business arising from the
conict in Ukraine. At the time of writing,
the situation is changing rapidly and the
implications are impossible to predict.
However, it seems possible that these
events could have signicant geopolitical
and macro-economic impacts in some of
the territories in which FDM operates,
including the UK, the EU, and the US.
FDM does not have any operations or
clients in Ukraine or Russia and the
Board considers that the risk of direct
operational diculties for FDM is
therefore relatively low based upon
current knowledge. The Board will keep
this situation under close review.
33
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Strategic risks
Ri
sk a
nd im
pac
t
Mitigation
M
ove
men
t in th
e year
1. 
Changes in the macro-economic
environment
➔
➔
No change
A global downturn or a downturn in the
territories in which FDM operates,
including from geopolitical uncertainties,
could curtail demand and the ability of
the Group to deploy its Mountie
resource, resulting in an adverse impact
on revenue, cost and operating prot; a
shrinking customer base; and a negative
impact on share price.
Risk owner:
Chief Financial Ocer
Alignment to strategic objectives:
 
 
Whilst external factors such as
macro-economic risks are outside
theGroup’s control, the Group has
eective measures in place to respond
to changes, including robust planning,
budgeting and forecasting and
resource allocation procedures.
Athree-year plan was approved by
theBoard in January 2022.
The exible nature of the Group’s
business model enables it to manage
resource availability thereby enabling
itto control its cost base in the
mediumterm.
Notwithstanding the impact of risk
2below, the Group is focussed on
diversifying its customer base both
bysector and by geography.
Although the Group has recovered well
from the impact of COVID-19, the Board
recognises that uncertainty remains due
tothe impact of the dierent variations of
the virus, imposed lockdowns and travel
restrictions. The current conict in Ukraine
has also created signicant macro-
economic and political uncertainty and
instability. As a result, the Board considers
it appropriate to maintain a high rating for
this risk. Macro-economic risks are outside
the Group’s control, but the Group will
continue to focus on ensuring it has
eective measures in place to identify and
react quickly to changes in macro-economic
conditions. TheGroup’s current nancial
position includes a strong balance sheet
and signicant cash balances.
2. 
Concentration exposure in the
nancial services sector
➔
➔
No change
The majority of the Group’s revenue
isgenerated from within the nancial
services sector. A crisis in the nancial
services sector could reduce revenue
signicantly and have a negative impact
on the majority of the Group’s KPIs.
Risk owner:
Chief Commercial Ocer
Alignment to strategic objectives:
 
 
 
As above, the Group is focussed on
growing its customer base both by
sector and by geography as well as
diversifying the range of services it
oers to existing and potential clients.
Diversication into new client sectors
forms an element of bonus targets for
Directors and sta.
Further details of Directors’ bonus
targets are in the Remuneration Report
on page 93.
Although the proportion of the Group’s
revenue generated from the nancial
services sector has remained broadly
similar to the prior year, the % of new client
wins outside of the nancial services sector
during the year was 85%. The Board
continues to focus on this risk.
The Group continues to broaden the spread
of its service oerings within its nancial
services clients to cover operational,
compliance and IT services, in addition to
increasing its presence in other sectors.
Attract, train and develop high-calibre Mounties
Invest in leading-edge training capabilities
Grow and diversify our client base
Expand our geographic presence
FDM’s four key strategic objectives are explained in more detail on pages 14 to 16.
FDM’s four key strategic objectives
Risk Management
34
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Ri
sk a
nd im
pac
t
Mitigation
M
ove
men
t in th
e year
3. 
Balancing supply and demand
– insucient Mountie resource
➔
Increased
An inability to meet a rapid increase
indemand due to insucient Mountie
resource and an inability to recruit in
atimely manner would result in lost
revenue, eroded customer condence
and an adverse reputational impact.
Risk owner:
Chief Commercial Ocer
Alignment to strategic objectives:
The recruitment team maintains
strong links to universities and other
recruitment channels.
An eective social media recruitment
strategy is in place to maximise
applications.
Resource management meetings occur
weekly to ensure supply and demand
issues are identied and resolved.
The management team is incentivised
to maximise utilisation and increase
ow through of trainees within the
Academies.
The Ex-Forces and Returners
programmes, whilst relatively small
interms of total headcount, help
spread the Group’s access to a wider
talent pool.
During 2021, with a signicant increase in
client demand and weekly deal volumes,
there has been a signicant reduction in
unallocated resource. At the end of 2021,
we had 30% less unallocated resource
compared to the end of 2020, having
returned to more normalised levels of
unallocated resource. Consequently, the
Board considers that the status of this risk
is increased.
The Group’s reputation amongst graduates,
together with the career programmes it
oers, means it is well placed to source
sucient applicants for its projected growth
for the short to medium term. The number
of applications during the year is consistent
with historical trends.
4. 
Balancing supply and demand
– excess Mountie resource
➔
Decreased
An inability to utilise or redeploy
Mounties in the event of a sudden
decrease in demand would result
inareduction in margin and would
demotivate Mounties.
Risk owner:
Chief Commercial Ocer
Alignment to strategic objectives:
The exibility of the Group’s business
model is a key mitigation to this risk.
The Group is able to ex the number
ofMounties it recruits relatively
quickly,
thereby responding appropriately to
asudden downturn.
Resource management meetings occur
weekly to ensure supply and demand
issues are identied and resolved in a
timely manner.
The level of unallocated resource has
decreased signicantly during 2021
resulting in a decrease in the status of
thisrisk.
35
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Operational risks
Ri
sk a
nd im
pac
t
Mitigation
M
ove
men
t in th
e year
5. 
Recruitment and development
ofhighly skilled Mounties
➔
➔
No change
Mounties are the Group’s core asset.
Afailure to deliver high-quality Mounties
into its customer base could result in a
loss of customers and damage to the
Group’s reputation.
Risk owner:
Chief Executive Ocer
Alignment to strategic objectives:
 
 
 
The Group regularly reviews and
benchmarks the remuneration
packages and incentives it oers to
attract graduates.
Strong relationships exist with
universities and other recruitment
channels including ex-Forces personnel
and the Group’s Returners Programme.
Initial training includes modules
focussing on professional skills and
resilience. An ongoing development
programme is in place for Mounties,
covering further training and
development opportunities.
The Accreditation of a number of our
training programmes provides
increased assurance to potential
candidates that the content that FDM
delivers meets industry standards for
job readiness.
The Group actively promotes Women
in IT initiatives to attract, develop and
retain Mountie talent.
The Group is focussed on promoting
itsreputation in the marketplace as
aleading employer.
With the need to recruit signicant numbers
of Mounties to full forecast growth levels,
this is perceived to be one of the Group’s
main risks.
A combination of the following factors
indicates this risk is being managed
eectively:
•
a record number of training
completions occurred during 2021;
•
recruitment levels of Mounties are
monitored and reviewed by the Board;
•
the level of global applications has
remained constant even during the
initial stages of the pandemic;
•
there is a broad base of talent from
which to recruit through the Graduate,
Ex-Forces and Returners programmes;
and
•
challenging recruitment targets are
being met.
6. 
Talent development and
successionplanning
➔
➔
No change
The ability of the business to create
anappropriate environment supported
by robust procedures to facilitate the
retention and development of key
employees, thereby enabling the
business to expand.
Risk owner:
Chief Executive Ocer
Alignment to strategic objectives:
The Group’s Remuneration Policy
states that the overall remuneration
package should be suciently
competitive to attract, retain and
motivate Executive Directors.
The remuneration packages of all
employees are reviewed and
benchmarked regularly to ensure
theyremain competitive.
The Group People Strategy
incorporates a key focus on talent
development and succession planning.
The annual development review
includes the identication of training
requirements, which are fullled within
the following twelve months.
The Nomination Committee considers
succession matters as a regular
agendaitem.
Talent development and succession
planning is a key part of the Group People
Strategy developed by our People Team.
This includes a programme of mentoring
(some of which is provided by our Non-
Executive Directors) and coaching for some
key senior managers around the Group.
The Group’s remuneration packages remain
competitive and, for senior employees,
include long-term share options to
encourage retention.
The Group operates an attractive Buy As
You Earn share plan, available to all
employees, to reward and encourage talent
retention. The scheme was enhanced in the
year so that our employees will be
rewarded with a higher number of bonus
shares if they leave the shares they have
purchased in the plan for a longer period.
Risk Management
36
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Ri
sk a
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Mitigation
M
ove
men
t in th
e year
7. 
Development of new service
oerings
➔
➔
No change
An inability of the Group to develop new
service oerings and sources of revenue
could result in a loss of customers and
market share.
Risk owners:
Chief Commercial Ocer and
Chief Information Ocer
Alignment to strategic objectives:
FDM’s exible training model is able
todevelop course material relevant
tocustomers’ needs.
FDM’s training capability is designed
toprovide high quality content either
face-to-face or remotely.
The Group has a number of touch
points with customers, enabling them
to keep up to date with developments
in the marketplace and to identify
customer needs.
The Group is responsive to its customers’
needs which it identies through regular
contact and feedback.
New oerings are considered and
developed, and are set out on page 16.
The Executive Directors are actively involved
in key client relationships.
8. 
Business interruption
– caused by cyber-attack
➔
Increased
Major IT system integrity issues or data
security issues, either due to internal or
external factors, could result in actual
nancial loss of funds; potential loss of
sensitive data with risk of litigation; loss
of customer condence; and damage
toreputation.
Risk owner:
Chief Information Ocer
Alignment to strategic objectives:
 
 
 
The Group’s IT Security team has 50+
years of experience and industry
certications and includes a CISO
industry-certied expert.
Advance Threat Protection (“ATP”)
solutions are in place to protect against
malware and cyber-attacks.
A Global Standard for Technology
Security is in place.
The Group’s IT security policy complies
with ISO 27001.
Sta are regularly made aware of the
risk of a cyber-attack and the
appropriate actions necessary to
mitigate the risk of this occurring.
IT policy and security matters are
regular Board and Audit Committee
agenda items.
The Group’s IT security controls are
regularly reviewed by Internal Audit –
the last detailed review occurred
during 2020 with a follow up
performed during 2021.
Whilst FDM continues to strengthen its
cyber security and information
safeguarding capabilities, it is recognised
that the global threat of cyber-attack is
increasing. In particular, in February 2022
the UK Government and the UK’s National
Cyber Security Centre warned of a
heightened cyber security threat to the UK’s
infrastructure and UK companies, arising
from increased geopolitical tensions in
Eastern Europe. Our reliance on third party
suppliers also increases our exposure to
the risk of an interruption to our business
should one of our key suppliers be subject
to a cyber-attack.
37
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Risk Management
Ri
sk a
nd im
pac
t
Mitigation
M
ove
men
t in th
e year
9. 
Business interruption – caused
bynatural disaster or other
similarevents
➔
Decreased
An environmental event, including the
impact of climate change, natural
disaster, epidemic or similar health-
related event, such as COVID-19, which
could potentially result in the closure of
one or more of our operating locations,
the temporary closing down of clients, or
the prevention of sta travelling to their
place of work, in regions impacted by
such events, could lead to disruption
anda loss of revenue.
Risk owner:
Chief Operating Ocer
Alignment to strategic objectives:
 
 
 
Although the occurrence of an
environmental event, including the
impact of climate change, natural
disaster, epidemic or similar health-
related event is beyond the Group’s
control, FDM has a Business Continuity
Plan (“BCP”) which includes procedures
to be followed in the event of a loss of
facilities and sta being unable to
travel to their place of work.
The Group reviews its BCP regularly.
The Group has demonstrated the resilience
of its BCP plan and its ability to respond to
COVID-19, in terms of enabling its entire
workforce to work remotely eectively and
eciently. As a result the Board has
concluded that the status of this risk has
reduced since the prior year.
10. Reputation
➔
➔
No change
Reputation is key to the Group
maintaining and growing its business.
Sub-standard service or the actions of
Mounties or sta could have an adverse
impact on the Group’s reputation. A
failure to manage any subsequent crisis
through a lack of reactive procedures
could also exacerbate potential damage.
Any impact could be far-reaching: failure
to meet nancial targets; litigation; loss
of key clients; and loss of key sta.
Risk owner:
Chief Operating Ocer
Alignment to strategic objectives:
 
 
Robust recruitment and training
procedures are in place which reduce
the risk of employing persons whose
actions could result in a negative
impact on FDM’s reputation.
FDM has a zero-tolerance policy with
respect to any inappropriate behaviour
by an individual employed by the
Group or acting on behalf of the
Group.
The Group focusses on strong
relationship management and
communication with all stakeholders.
The Group continues to invest in sta
development, quality systems and
processes
to mitigate the risk of operational failure.
The Board regularly consults with its
PRadvisors.
We have a dedicated head of Investor
Relations to manage the relationship with
shareholders and stakeholders.
Operational risks (continued)
38
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Ri
sk a
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pac
t
Mitigation
M
ove
men
t in th
e year
11. 
International regulatory
non-compliance
➔
➔
No change
Failure to comply with international tax,
legal, employment and other business
regulations could result in signicant
costs, nes and/ or revocation of
businesslicences.
Risk owner:
Chief Financial Ocer
Alignment to strategic objectives:
n/a
The Group has robust recruitment and
training procedures, which ensure the
employment of appropriately skilled
personnel in areas where compliance
with legislation is required.
The Group seeks appropriate advice
and engages external advisors as
necessary, particularly in overseas
locations, and actively manages those
relationships. We regularly review and
update our contractual documentation,
policies and procedures, aiming for
ongoing improvement of our approach
to management of businessrisk.
The Group ensures that sta undertake
ongoing training and professional
studies where required.
The Group continues to invest in
appropriately-skilled personnel and
willoutsource where appropriate in
areaswhere compliance and expertise
arerequired.
The Group’s existing in-house Legal and
People Teams are augmented with people
having experience and knowledge of the
countries in which the Group operates.
Viability statement
The Directors have assessed the prospects of the Group in accordance with Provision 31 of the 2018 Code.
The period selected by the Board for its assessment is three years. This period was chosen for the following reasons: the core of
FDM’s business is the Mountie model, and three years represents approximately the average lifecycle of Mounties’ engagement with
FDM and the Group’s normal investment cycle in its most important asset. Further, the Group’s strategic plan covers a period of
three years and is underpinned by robust nancial budgets, forecasts and a three-year nancial plan.
In making its assessment, the Board undertook a review that incorporated the Group’s current nancial position and prospects,
theresilience displayed during the pandemic, the longer-term sustainability of the business model, the Group’s cash ow
requirements and other key nancial assumptions over the three-year period and sensitised certain of those assumptions as
appropriate. The sensitivity analysis included consideration of the loss of revenue equivalent to 500 Mounties, which equates to loss
of one of the Group’s largest customers for the three-year viability period. After applying the sensitivities, our modelling showed that
the Group would still maintain a minimum appropriate cash balance while maintaining forecast dividends during the viability period,
without utilising any third-party borrowings.
In assessing its viability, the Board has considered the principal risks aecting the Group, including the uncertainty that remains due
to the impact of dierent variants of the COVID-19 virus, and government-imposed lockdowns and travel restrictions. Together with
the risk of climate change, which was assessed as having a low net risk on the business, the Board assessed how these risks might
impact the Group’s future performance, solvency and liquidity. The sensitivity analysis noted above also considered the impact of
certain principal risks. Individually, and when considered together, no reasonable combination of sensitivities could result in the
Directors altering their view of the Group’s viability.
The Group’s nancial position is strong with cash balances of £53.1 million at the end of the year and no external borrowings.
Based on the results of this assessment, the Directors have a reasonable expectation that the Company will be able to continue
inoperation and meet its liabilities as they fall due over the three-year period of their assessment.
Compliance risk
39
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Co
r
p
o
r
a
te
R
e
s
p
o
n
s
ib
i
li
t
y
The long-term success of the business continues to be achieved through an inclusive and collaborative approach with consideration
to our key stakeholders, our employees, our clients and investors, and the communities in which we operate.
Our purpose
is to
deliver
customer-led, sustainable,
protable
growth on
a consistent
basis,
through our
well-established
Mountie model.
Our values, outlined on page 5, encourage our employees to be themselves at work, and for us all to play a part in creating and
fostering an inclusive workplace where everyone can thrive. FDM has long been a strong advocate of the benets of diversity,
inclusion and social mobility. We know the positive impact that a diverse workforce has had on our business, and this is an
important factor which makes our Mountie model so attractive to many of our clients.
Our people
Awareness and engagement
It is important that our employees feel safe and are encouraged to be their authentic self at work; this promotes personal wellbeing
and employee engagement. Our Employee Networks provide
an inclusive community, a sense of
belonging and a place for discussion
and learning. They also enable valuable and productive consultation with the business on processes, policies and initiatives.
The LEAD (“Learning, Educating and Aspiring Diversity”) Network provides resources and prompt discussions via our Yammer
platform to celebrate cultural diversity, In 2021, the Network helped our sta around the world to appreciate how understanding
and pronouncing correctly the names of our colleagues in all FDM’s territories is a key part of inclusivity.
The Network also hosted a Global Get-Together as part of 2021 Inclusion Week, pairing sta with a colleague from another territory
to provide an opportunity to connect as a business and promote an inclusive workplace.
Employee engagement mechanisms
Wel
lbeing portal
Con
sultant
Experience P
artners
Mentoring
Our online wellbeing portal provides
a range of helpful resources,
including professional guidance and
advice. Consultants receive support
from FDM Wellbeing Champions
throughout the FDM community.
Consultants have available to them
support and career guidance from
Consultant Experience Partners while
working onassignment with our
clients.
FDM partners consultants and
internal sta with mentors
throughout the organisation, based
on their career aspirations and helps
build long-term professional
development opportunities.
Online le
arning
and devel
opment
Consult
ant
Peer
Suppo
rt
Ya
m
m
e
r
Virtual training, webinars and
discussions are available to
consultants, as well as e-learning
platforms, including LinkedIn
Learning and Intuition Know-How.
Our Consultant Peer Support
Programme introduces new
consultants to those already working
on assignment, to help them settle
into their new role.
Our social collaboration platform
enables our employees to keep up
todate with the latest news and
upcoming events whilst
communicating with fellow FDM
employees across the globe.
40
FDM Group (Holdings) plc
Annual Report and Accounts 2021
The safety, wellbeing and morale of all our employees has continued to be an important priority and focus in 2021. Our employee
engagement mechanisms have helped to ensure our employees felt connected, supported and informed, particularly when unable
to attend oces in person because of pandemic restrictions. Working with Inpulse, we carried out a survey to give all our
employeesan opportunity to express their views on a range of subjects and to enable us to identify areas where we could take
action. The survey covered a number of themes, seeking to understand how our employees feel about opportunities for growth
anddevelopment, personal dedication, and commitment to FDM; their wellbeing and work/ life balance; job satisfaction; levels of
workload; and the support and leadership provided to them by their managers. The survey has provided some useful guidance on
the areas which are important to our sta that we can target for improvement.
Group People Strategy
FDM People experience
Continuous
professional
development
Technical curiosity
and learning
Leading-edge
thoughtleadership
Career direction
andadvice
Leveraging our whole
community in
support of launching
inspiring careers
Smooth
administration
andtransactional
interaction
Clear employee-
focussed policies
Happy and healthy
employees
Clear and consistent
direction and
expectation setting
Open two-way
dialogue
Supporting each
other and
celebrating
dierence
Engaging in our
communities
Developing the
talent of the future
•
Yammer
– Yammer is our social collaboration platform enabling our employees to keep up to date with the latest news and
upcoming events, whilst communicating with fellow FDM employees across the globe. We are working to develop Yammer
further into a knowledge pool, giving trainers, consultants and internal sta access to a wealth of knowledge, videos and other
resources. Its collaboration features allow everyone the opportunity to reach out to trainers and other communities.
•
We regularly communicate with employees via email, one-to-one calls and meetings to ensure they are supported, especially
when remote working while on client assignment. The People Team has been available to answer calls by consultants and sta.
Our monthly Connection newsletter keeps all employees up to date with FDM news from around the world, from important
developments in our business to congratulating individual employees on noteworthy achievements.
We have Wellbeing Champions who provide support and can signpost fellow employees to relevant advice on mental health and
wellbeing. The direct support they provide has been invaluable, particularly during periods of remote working.
Jacqueline de Rojas is the Non-Executive Director with primary responsibility for engaging with our workforce to enable employees
to share ideas and concerns with senior management and the Board. She is supported by other Non-Executive Directors in this work
as required. During the year, Jacqueline and her non-executive colleagues held a series of informal meetings with managers and
team members at dierent levels across the business.
41
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Pr
o
vi
ding a suppor
tiv
e
net
w
ork for those with
parent
al an
d
/ or caring
responsibili
ties
Br
ingin
g t
ogeth
er
those who have a
faith or similar be
liefs
Employee networks
Employee networks, created for our people and by our people, provide an inclusive
community and sense of belonging. They also enable valuable and productive
consultation with the business on process, policy and learning.
Leading
, Educa
ting
an
d Aspirin
g
Div
ersit
y net
work –
representing
and
celebra
ting
FDM
’
s BAME com
mun
ity
Creating an open and
inclusiv
e en
vir
on
men
t for
L
G
BT
QIA
+ em
plo
y
ees thr
ough
educa
ti
on and repr
ese
ntati
on
Empo
w
ering and celebr
a
ting
consul
t
an
ts of all ge
nders
Suppor
t
ing consul
t
ants
with vis
ible and non-
visible
disabilities,
incl
udin
g
men
t
al h
eal
th
Sel
f
-
Assessm
ent,
Inter
a
ction
an
d Learn
ing –
brin
ging
t
ogeth
er diversit
y of
perspectiv
e an
d e
xperience
t
o en
cour
age debat
e and
continuous learn
ing
42
Diversity and inclusion
We are proactive and enthusiastic promoters of diversity, social mobility and inclusion within our workplaces. We value the fact
thatour colleagues come from a wide range of backgrounds and we look to be representative of the communities and
geographiesin which we operate. By building a diverse and inclusive workforce, we broaden the range of skills, expertise and
perspectives contributing to the success of our business, enhancing innovation and growth, and making our business more
robustand sustainable.
Our analysis is published where sucient data is available. It includes the following four groups of respondents, together with
the response rate for each group: UK consultants (93% response rate); US consultants (97% response rate); UK internal sta
(82% response rate); and US internal sta (91% response rate). We are working to obtain data for other groups around the business.
By monitoring the characteristics we can see how the business and our recruitment policies are performing.
Ethnicity
% of those that chose to disclose identify as:
UK
consultant
s
2
02
1
%
UK
internal sta
2
02
1
%
A
rab o
r Ar
ab B
ri
tis
h
2
0
A
sia
n or A
si
an Br
i
tis
h
26
15
Bl
ack o
r Bla
ck B
ri
ti
sh
11
7
Mi
xed or M
ixe
d Br
it
ish
4
4
Wh
it
e or W
hit
e Br
it
ish
49
67
Other
3
2
Pre
fer n
ot to s
ay
5
5
10
0
10
0
Sexual orientation
% of those that chose to disclose:
Do yo
u id
ent
if
y a
s LG
BT
QI
A+?
UK
consultant
s
2
02
1
%
UK
internal sta
2
02
1
%
Ye
s
5
6
No
86
87
Pre
fer n
ot to s
ay
9
7
10
0
10
0
Ethnicity
% of those that chose to disclose identify as:
US
consultant
s
2
02
1
%
US
internal sta
2
02
1
%
A
sian
29
14
Bl
ack
11
13
His
pan
ic or L
a
ti
no
12
15
Whi
te
37
48
T
wo or m
ore r
ace
s
4
7
Other
1
0
Pre
fer n
ot to s
ay
6
3
10
0
10
0
Supporting social mobility
We are proud to be recognised again in the Social Mobility Foundation’s Employer Index for 2021. The index recognises the top
75UK employers who have taken the most action on social mobility in the workplace, to access and progress talent from all
backgrounds. We received positive feedback from the Foundation on our outreach work at schools with above average levels of free
school meals or lower levels of attainment, and it was particularly pleasing that the Foundation noted our eorts to target a wider
range of both Russell Group and non-Russell Group universities, which is resulting in more diversity in those applying to, and being
accepted onto, our graduate programme. We will
be targeting a signicant expansion of
our nascent apprenticeship scheme in 2022.
Our recruitment processes are reviewed regularly and designed to be as inclusive as possible. For example:
•
Our opportunities are available to everyone who can show us that they have the aptitude to thrive on our programme and
havethe attitude that our clients are looking for;
•
We use strength-based interview questions throughout the process ensuring candidates are not assessed on previous
experience or social capital; and
•
All sta involved in interviewing applicants to FDM undergo training to raise awareness of the potential impact of unconscious
bias and to mitigate this in the assessment process.
43
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Corporate Responsibility
School type attended
UK consultants 2021
School type attended
UK internal sta 2021
First in family to attend university
UK consultants 2021
First in family to attend university
UK internal sta 2021
State: Non-Grammar 
State: Grammar 
Private 
Other 
Outside the UK 
Prefer not to say
Yes 
No 
Prefer not to say 
36%
55%
9%
35%
53%
12%
8%
57%
9%
16%
1%
9%
2%
9%
62%
7%
11%
9%
44
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Gender equality
We have been a signatory to the United Nations Women’s Empowerment Principles (“UNWEP”) since 2013 and have been supporting
the annual FDM Everywoman in Technology Awards, recognising and celebrating the achievements of women in the IT industry, for
ten successful years. These awards provide opportunities for candidates at all stages of their careers and celebrate the tech
industry’s most talented women.
In February 2021, the
Hampton-Alexander Review on
improving gender balance
on boards published
its nal ve-year
report. Weare
proud to be one
of the 152
companies in the
FTSE 250 which
the Hampton-Alexander Review
identied as having met
the target to
have women make up
at least 33%
of Board members.
We achieved the
second-highest position amongst
participants in the Support
Services category for the
level of gender
diversity in our
senior management team.
The Hampton-Alexander Review
called for
companies to continue to
improve gender diversity
in leadership roles.
With this in
mind, we monitor
our demographic data regularly
to help inform action
plans and areas
on which to
focus; from attraction
and recruitment right
through to progression and
retention.
The table below shows the gender split at dierent levels within the Group as at 31 December 2021.
A
s at 3
1 De
cem
be
r 20
21
Num
be
r of
males
Num
be
r of
females
On t
he B
oar
d
6
3
Wi
t
hin s
eni
or ma
nage
men
t (E
xec
ut
i
ve T
eam)
4
1
Wi
t
hin s
eni
or ma
nage
men
t tea
m and t
he
ir di
rec
t r
epo
r
t
s
21
14
All employees
4,032
1,
8
20
31% of our worldwide employees are female. Our UK mean gender pay gap reported in 2021 was 0.5% (2020: 0.4%), and our median
gender pay gap for the same period was -9.6% (2020: -2.1%) meaning that our median female employee is paid more than our
median male employee. These gures are signicantly better than average for the UK where the average median pay gap reported
was +15.4% (Oce for National Statistics - Annual Survey of Hours and Earnings, 2021). We monitor these results and keep our
policies under review.
Employee development
We provide our people with a range of opportunities for their development, including face-to-face and online training on a wide
range of subjects. This programme covers a number of important compliance-related topics as well as diversity and inclusion
training, including help for all those who carry out interviews to be aware of the risk of unconscious bias during the recruitment
process. The team continued to facilitate our ongoing mentoring programme, and a number of our colleagues are currently
undertaking study toward FDM-sponsored degree-equivalent or higher qualications.
Rewarding
We believe it is important to recognise and reward the commitment and hard work of our colleagues. The FDM Consultant of the
Month and FDM Stars initiatives reward those that excel, as nominated by our clients or other employees within the business.
Werecognise and reward the commitment and long-standing contribution of employees who have completed ve, ten, twenty,
andeven thirty years with FDM. The CEO Award of Excellence is FDM’s most prestigious award, reserved for outstanding employees
who go above and beyond in contributing to the success and growth of the Group.
In addition:
•
During 2021 we made further awards to employees under our discretionary Performance Share Plan (“PSP”).
•
The Buy As You Earn share plan, launched in January 2019, is open to all our employees and we made some changes during
theyear to make the plan’s rewards more generous.
These plans provide a longer-term incentive to enable participants to share in the success of our business and reap the rewards of
their contribution to our shared goals. Those employees who received awards under the PSP in 2017 benetted from this success
when those awards vested in full in March 2021. Details of the PSP are set out in note 25 to the Consolidated Financial Statements.
At year end our Buy As You Earn share plan had more than 200 participants, who had demonstrated their commitment to the
business by setting aside a portion of their monthly salary to purchase shares in FDM. The shares purchased will be matched with
additional shares for those who hold their shares and remain in employment for the required period. The rst award of matching
shares was made in March 2021, as a proportion of shares purchased under the plan during 2019. At our AGM in April 2021, a
number of enhancements to the Buy As You Earn plan were approved by shareholders, providing for additional awards of matching
shares to employees who leave their shares in the plan over a longer period, thereby increasing the attractiveness of the plan.
45
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Disability
The Group gives full and fair consideration to the employment of disabled people. Throughout the recruitment and selection stages,
we encourage candidates to disclose any reasonable adjustments they may require, to remove barriers, so that we can ensure all
candidates have the opportunity to be successful. These adjustments may include, for example, providing additional equipment,
adapting our telephone screening process or adjusting our assessment day interviews and tests to suit individual needs. In the event
of members of sta becoming disabled, every eort is made to ensure that their employment within the Group can continue either
in their current role or in a suitable alternative. The Group endeavours to make any reasonable adjustments to enable disabled
employees to full the responsibilities of their job role. It is the Group’s policy to support disabled employees in all aspects of their
training, development and promotion.
Disability
% of those that chose to disclose:
UK
consultant
s
2
02
1
%
UK internal
st
a
2
02
1
%
Id
ent
if
y as h
av
ing a d
isa
bil
it
y
5
5
Id
ent
if
y as n
ot ha
vi
ng a
disabilit
y
91
89
Pre
fer n
ot to s
ay
4
6
10
0
10
0
Disability
% of those that chose to disclose:
US
consultant
s
2
02
1
%
US internal
sta
2
02
1
%
Id
ent
if
y as h
av
ing a d
isa
bil
it
y
1
4
Id
ent
if
y as n
ot ha
vi
ng a
disabilit
y
90
81
Pre
fer n
ot to s
ay
9
15
10
0
10
0
We have been a member of the Business Disability Forum since 2017. The specialist advice and support which it provides enables us
to improve our understanding of how we can further enhance our accessibility to disabled employees and customers. 5% of our UK
consultants in 2021 who chose to disclose their disability status identied themselves as having a disability.
Ex-Forces, Returners and Apprentices pathways
We recognise that people who have served in the Armed Forces have many transferable skills for a successful career in the
corporate world, ranging from adaptability and maturity to responsibility and leadership. Our dedicated Ex-Forces Programme in the
UK and USA provides training to ex-Forces personnel in relevant commercial skills, assisting them to make a smooth transition into
the civilian workplace and leading to deployment as one of our IT or business consultants. The Programme is run by ex-service
personnel and employs ex-servicemen and women from all ranks across all three services. We are proud holders of a Gold Award
from the UK Government’s Defence Employer Recognition Scheme, acknowledging our strong commitment and drive in delivering
our pledges under the Armed Forces Covenant, to which we are also a signatory. We have again been ranked as one of the Military
Times Best for Vets Employers in 2021.
Our Returners Programme aims to address the challenges faced by professional individuals who have taken a planned career break.
It gives them the opportunity to re-enter the workforce at a level which is appropriate to their experience. Our returners to work
typically have between 10 and 15 years of experience and are an invaluable source of talent for our clients. OurProgramme aims to
provide participants from a diverse range of social, ethnic and educational backgrounds, and from a wide range of age groups, with
intensive training to learn new skills, refresh existing knowledge and help individuals to regain the condence to return to their
business careers. On average the participants on the Programme have had a career break of around ve years. More than 200
careers have been relaunched since our Returners Programme began.
Our Apprentices programmes, whilst still nascent, are gaining momentum. In the UK, we take school leavers from a wide range of
backgrounds through to achieving a university degree, all funded by us over a three-year period. In Australia we have a similar
programme being built in collaboration with one of our key clients in the territory to similarly take school leavers through to a
degree. In the USA our Community College programme and in Canada our Associate Degree programmes are being scoped for full
initiation in 2022. Over the coming years we hope that this signicant investment in future talent will see many hundreds of young
people launch successful careers in and around IT.
Corporate Responsibility
46
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Our clients and shareholders
Our business development teams develop relationships with our clients to gain insight and understanding of their evolving
requirements. We work closely with our clients through the process of interviewing and selecting our trainees for deployment as
Mounties on client projects, which enhances our understanding of the skills and qualities they are looking for. Clients have attended
virtual pod demonstrations and feedback sessions. This interaction helps to ensure that the Mounties we put forward are well
matched to the client’s requirements and project criteria, which ultimately makes for a successful deployment.
This year we hosted virtual and in-person meetings with current and potential investors, involving our Executive Directors and senior
managers, to enable shareholders to further their understanding of our work, ethos and activities in other areas. Our in-house
investor relations function works with our external brokers and nancial PR advisors to provide an overall programme of
communication with shareholders and prospective investors, and to increase the information available to them through our website
and other channels.
Our communities
We work with numerous charitable partners and community groups through a combination of employee volunteering, donations,
and employee time. We tailor our community activities to reect the needs and interests of the communities where we operate,
prioritising programmes which use our training expertise to illustrate the possibilities surrounding a career in technology –
particularly for underrepresented groups – and maintain that each of our charitable ventures aligns with our values.
Donation of IT hardware and expertise
During the year we identied computers and other IT hardware we no longer use and have refurbished them for donation to
schools, charitable causes and organisations in need. Computers have been provided to primary schools and an Army Cadets
detachment in the communities local to our London and Brighton oces, identied through our external professional networks
andfrom personal references. Senior members of our IT team have provided mentoring and training sessions as part of the
TechUPWomen programme, which aims to help women from minority and underrepresented communities to retrain and move
intoa career in technology.
Events with our University Partners
Our close relationship with our University Partners has continued, and our recruitment team has delivered 825 events working with
over 250 dierent University Partners.
Delivery of our FDM Attraction Events for students has continued to be virtual, and we have introduced new content for those
events, including technical content for those with a technical background as well as those from other courses who would like to
upskill; information about the diverse and inclusive culture at FDM; and employability skills to help students and graduates. We
provided digital bootcamps focussing on Excel, introductory sessions on Python and SQL, and sessions which explain to students
from all degrees which of the skills they will gain at university will be useful in a career in IT. These events enable us to engage with a
new audience of non-technical students, helping them to gain practical skills which they can use elsewhere, including when applying
for graduate roles with FDM.
Although many universities and employers are experiencing digital fatigue and reduced engagement from students in relation to
graduate recruitment, FDM has not found this to be a problem. We believe our digital upskilling bootcamps provide unique interest
for students in a sector where the market for job opportunities is buoyant.
Walking With The Wounded
Spearheaded by the Ex-Forces team, our employees are involved with Walking With The Wounded,
acharity which delivers employment, mental health care coordination and volunteering programmes
in collaboration with the NHS to support those who served in the Forces, and their families, whether
mentally, socially or physically wounded, in reintegrating back into society.
In 2021 FDM was a lead partner of Walking With The Wounded’s Cumbrian Challenge, and members
ofour teams in Brighton and London took part in the charity’s Walking Home for Christmas event.
47
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Human resource policies and respect for human rights
We are committed to making FDM a great place for all our employees. Our policies on maternity, paternity, adoption, personal and
special leave, and on sickness absence go beyond the minimum required by law. We are committed to fullling our obligations in
accordance with the relevant legislation for those of our applicants and existing employees who have disabilities. We give equal
consideration to applicants with disabilities, and our sta who interview applicants receive training in disability awareness and
unconscious bias in the recruitment process.
We have in place policies which prohibit discrimination and harassment in the workplace. We believe that our policies taken as a
whole provide an eective framework to ensure that all our stakeholders and any other individuals with whom we interact in the
course of our work are treated with respect and dignity, and in a way which accords with the Universal Declaration of Human Rights.
Anti-slavery and human tracking policy
We are committed to ensuring that there is no modern slavery or human tracking in our supply chains or in any part of the
business. We have considered the degree of risk that modern slavery could arise within the organisation or in supply chains.
The nature of our business and the direct relationship we have with applicants to the training programmes means that the risk
ofmodern slavery in our own organisation is low. We have reviewed supply chains and taken steps to address the potential risks
ofmodern slavery and human tracking.
The Group has in
place an Anti-Slavery
and Human Tracking
policy to assist
in mitigating this
risk, and continues to
implement a
process of due diligence
on key suppliers
to ensure compliance
with our policy
and our obligations
under the Modern Slavery
Act 2015.
There is a pre-contract
due diligence process,
used with new
suppliers to ensure
that they conrm
their commitment to comply
with
our policies and values,
or that they
have in place
appropriate equivalent policies
of their own.
We have also developed
a set of
standard contractual clauses for
inclusion in supplier
contracts which reinforces
this approach. The
Group aims to
promote a high level
of understanding of the
risks of modern
slavery and familiarises
all sta with
these policies on
induction. Additional training may
be
provided to key sta
members where appropriate.
The eectiveness of
these steps is
monitored annually by
the Board.
Corporate Responsibility
48
FDM Group (Holdings) plc
Annual Report and Accounts 2021
UN Sustainable Development Goals
The sustainability of our business can benet all our stakeholders, as a result of the much broader impact which we can have on the
lives of those in our stakeholder communities.
In partnership with governments, the private sector and civil society, the United Nations (“UN”) 17 Sustainable Development Goals
(“UNSDGs”) aim to improve the lives of future generations. We have reviewed the UNSDGs and identied ve goals which are most
closely aligned to our business and strategy. We are committed to implementing our strategy in a way which will support the
achievement of these goals and will enable us to make our own contribution to the UN’s work.
United Nations Sustainable
Development Goals
Our contribution
Examples
Ensure inclusive
and equitable
quality education
and promote
lifelong learning
opportunities
forall
Our recruitment processes
are designed to be as
inclusive as possible.
Our programmes are available to everyone
who can show us that they have the
aptitude and attitude to thrive.
Our Early Talent Programme aims to
improve the social mobility of teenagers
inour local communities by encouraging
them to aim high and aspire to exciting
careers in technology and science.
Achieve gender
equality and
empower all
women and girls
Women currently make
up31% of our global
workforce. We are
committed to improving
gender diversity in our
teams around the world,
making our business more
robust and sustainable.
We are a signatory to UNWEP. Our annual
FDM Everywoman in Technology Awards
recognise and celebrate the achievements
of women in the IT industry, aiming to
create a more gender-balanced workforce
for FDM and our clients.
Promote sustained,
inclusive and
sustainable
economic growth,
full and productive
employment and
decent work for all
Our reputation is
dependent on the people
we employ. We treat our
employees fairly and help
them to launch fantastic
careers in technology.
We provide our graduates, ex-Forces
personnel and returners to work with
bespoke IT and business training, together
with invaluable industry experience gained
whilst deployed with our clients.
Ensure sustainable
consumption and
production
patterns
We are committed to
reducing the impact our
operations have on the
environment by making our
consumption of energy and
materials more sustainable.
Our on-site and hosted infrastructure uses
a cloud-based solution using best-in-class
datacentres to increase energy eciency
and to reduce our carbon footprint.
Our old IT hardware is donated to charities
and schools who can continue to use it.
Take urgent action
to combat
climate
change and its
impact
FDM has produced a
Carbon Reduction Plan.
The Group is committed to
reduce its scope 1, 2 and 3
greenhouse gas emissions
(see page 56).
We are liaising with the landlords of our
leased premises to switch the electricity
supplied to our sites to be sourced from
100% renewable sources.
From 1 July 2021, our largest site, the
Cottons Centre in London, has been
supplied with electricity from 100%
renewable sources.
49
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Corporate Responsibility
Implementation of the Task Force on Climate-related Financial
Disclosures (“TCFD”) framework
In 2021, we made good progress in establishing the governance necessary to identify, assess and manage climate-related risks,
inline with the recommendations disclosures under the TCFD framework.
We have compiled a climate strategy roadmap that sets out the further work that will be undertaken in 2022 to ensure FDM is fully
compliant with the TCFD framework. To be compliant, FDM will:
•
undertake detailed climate-related scenario analysis, including assessment over the long-term
•
set and disclose the metrics and targets the business will use to manage climate-related risks and opportunities; and
•
describe our performance against those targets.
Climate change is assessed as part of the Group’s overall risk management process. We have assessed the resilience of the Group
toclimate change and consider the risk to the business of achieving its objectives as low (see pages 32 and 33). The key risks and
opportunities of climate change facing the Group are:
•
Direct business interruption from higher frequency high-impact climate-related events. This is mitigated by having an agile
business, Mounties are spread out geographically and across multiple customer sectors. This is enhanced by having a Business
Continuity Plan and implementing it when such events occur;
•
Indirect impact on FDM’s customers as they are directly impacted. This risk is mitigated by greater client and geographical
diversication; and
•
The transition to a low carbon economy is leading to greater awareness of the crisis and the introduction of new national
legislation (such as in the introduction of PPN 06/21 in the UK). In 2021 FDM nalised its Carbon Reduction Plan, which will be
published in the rst half of 2022 (see page 56). The Plan includes near-term greenhouse gas emission reduction targets and a
commitment to reach Net Zero by 2050. Publication of the plan means that FDM meets the requirement of PPN 06/21, which
will allow the business to tender for UK central-government contracts with a value over £5 million. We are already
implementing the actions necessary to reach our commitments to reduce our greenhouse gas emissions.
50
FDM Group (Holdings) plc
Annual Report and Accounts 2021
TCFD recommendations and FDM’s approach and status
We have
not included
climate-related
nancial disclosures
consistent
with all
of the
TCFD
recommendations and
recommendeddisclosures.
In accordance with LR 9.8.6R(8) the table below sets out: where in the Annual Report we have made climate-related nancial
disclosures consistent with the TCFD’s recommendations and recommended disclosures; and, if we have not made disclosures
consistent with some or all of the TCFD’s recommendations and/ or recommended disclosures, an explanation of why, and a
description of the steps we are taking or plan to take to be able to make consistent disclosures in the future.
TCFD recommendations and FDM’s approach and status
Recommendation
Consistent
with TCFD
recommendations
FDM approach
and
status
Governance
Dis
cl
os
e the o
rg
anis
a
tio
n
’s gov
ern
an
ce aro
und c
lim
ate
-
re
lat
ed r
isk
s a
nd op
por
tu
nit
ie
s.
Describe the Board’s oversight of climate-
related risks andopportunities.
Yes
The Board has overall responsibility for ensuring the risk of
climate change is eectively managed across the Group,
and further details regarding the Board’s governance of
climate-related risks and opportunities are on page 68.
Describe management’s role in assessing
andmanaging climate-related risks and
opportunities.
Yes
The risk of climate change is assessed and managed as part
of the Group’s overall risk approach,
which is
described on
pages 32 and
33.
Strategy
Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy
andnancial planning where such information is material.
Describe the climate-related risks and
opportunities theorganisation has identied
over the short, medium, andlong term.
No
The assessed short and medium-term risks and
opportunities associated with climate change as they aect
FDM, are described on pages 32, 33 and 50.
In 2022, we will work with our external sustainability advisor
to carry out further analysis of climate-related risks and
opportunities, including over the long term.
Describe the impact of climate
-related risks
and opportunities on the organisation’s
businesses, strategy, and nancial planning.
No
Based on its risk management process, management
assessed the risk of climate change on the business as low
(see pages 32 and 33). This included assessing the risks of
the direct physical eects of climate change, the transition
to a low carbon economy and how climate change might
potentially impact the Group’s ability to meet its strategic
objectives.
Describe the resilience of the organisation’s
strategy, taking into consideration dierent
climate-related scenarios, including a 2°C or
lower scenario.
No
Management has initially assessed the risk of climate
change as low. We will carry out detailed climate-related
scenario analysis in 2022 and report our ndings in next
year’s Annual Report.
51
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Recommendation
Consistent
with TCFD
recommendations
FDM approach
and
status
Risk Management
Disclose how the organisation identies, assesses and manages climate-related risks.
Describe the organisation’s processes for
identifying and assessing climate-related risks.
Yes
The process for identifying and assessing climate-related
risks is the same approach as applied to other risks facing
the Group and is described on page 32.
Describe the organisation’s processes for
managing climate-related risks.
Yes
The Board uses the Risk Register as its principal tool for
monitoring and reporting risk, including climate-related
risks. The process is described on pages 32 and 33.
Describe how processes for identifying,
assessing, and managing climate-related risks
are integrated into the organisation’s overall
risk management.
Yes
The process for identifying, assessing and managing
climate-related risks is integrated into the Group’s overall
risk management and is described on page 32.
Metrics and Targets
Dis
cl
os
e the m
et
ri
cs a
nd t
ar
get
s us
ed t
o as
se
ss an
d man
age re
le
van
t cli
mat
e
-r
ela
ted r
is
ks a
nd o
ppo
r
t
uni
ti
es w
her
e suc
h
inf
or
mat
io
n is ma
ter
ial
.
Disclose the metrics used by the organisation
to assess climate
related risks and
opportunities in line with its strategy and risk
management process.
No
Management has initially assessed the risk of climate
change as low. We will carry out detailed climate-related
scenario analysis in 2022 and report our metrics in next
year’s Annual Report.
Disclose scope 1, scope 2, and if appropriate,
Scope 3 greenhouse gas (GHG) emissions and
the related risks.
Yes
The Group’s annual greenhouse gas emissions from scope
1, 2 and limited scope 3 activities are detailed on pages 53
to 55. Our methodology applied is given on page 54. The
near-term targets in the Group’s Carbon Reduction Plan are
set out on page 56.
Describe the
targets used
by
the organisation
to
manage climate-related
risks and
opportunities
and performance
against targets.
No
Management has initially assessed the risk of climate
change on the business as low. The targets used to monitor
our performance against these risks and opportunities will
be developed more fully as part of the climate-related
scenario analysis that will be undertaken in 2022.
TCFD recommendations and FDM’s approach and status (continued)
Corporate Responsibility
52
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Environmental performance
Operating in a sustainable manner
Global climate change has had observable eects on the environment, and the eects on individual regions will vary over time.
Thepotential future eects of global climate change include an increase in the frequency, duration and intensity of events. At FDM,
we realise that our activities and operations have an associated environmental impact. As such, we take into consideration and
mitigate the environmental impact our business activities have on the environment and on climate change.
The risk of climate change on the Group is described on pages 32 and 33. This includes, assessing the risks of the direct physical
eects of climate change, the transition to a low carbon economy and how climate change might potentially impact the Group’s
ability to continue its business activities.
We report our carbon and energy data following Streamlined Energy and Carbon Reporting (“SECR”) requirements.
Carbon and energy data 2021
Directors’ statement of SECR compliance
FDM Group continues to meet the greenhouse gas (”GHG”) emissions reporting requirements of The Companies (Directors’ Report)
and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2019. We have prepared this report in accordance with
the requirements for quoted companies under these regulations. We continue to report scope 1, scope 2 and limited scope 3
emissions across our global operations. The scope 3 emissions that are reported here are consistent with our reporting in prior
years and cover business travel and business activities, such as paper usage, water usage, waste disposal and electricity
transmission and distribution. Our Carbon Reduction Plan includes a much broader remit (see page 56).
2021 performance
The Group’s reported greenhouse gas emissions, on a location basis, have decreased by 30% to 622 tCO
2
e in 2021. The market-
based emissions are lower as they reect emissions from our specic electricity suppliers. The market-based emissions are lower
due to purchasing electricity for our UK centres from 100% renewable sources. This year there has been further reduction in overall
Scope 1 (-27%), Scope 2 (-12%) and Scope 3 (-47%) emissions. This reduction can be attributed to the signicant reductions in travel,
in particular ying, and other business activities due to COVID-19 restrictions, which aected the Group globally.
Environmental initiatives introduced in 2021
In 2021, the following energy savings initiatives were undertaken:
•
Produced Group Carbon Reduction Plan (see page 56).
•
Renewable electricity: From 1 July 2021, electricity supplied to the Cottons Centre was sourced from 100% renewable
energysources.
•
Paper reduction: the introduction of our timesheet and billing system in 2020 signicantly reduced our paper usage in2021
compared with the previous year.
Ongoing environmental initiatives
We are virtualising our IT estate: Our overall energy requirement is lower as we are hosted at ecient datacentres, run by Microsoft
Azure that exes capacity in line with our usage.
We have policies and facilities in place to promote:
•
recycling of paper, plastics and cans at our centres; and
•
the use of video conferencing technology and other collaborative tools to reduce the need for travel.
At year end the Group had two company cars, used as pool cars for business usage only.
53
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Corporate Responsibility
Emissions breakdown by resource type
2021
2020
Travel 
Energy 
Other
888 tCO
2
e
2%
54%
44%
622 tCO
2
e
5%
64%
31%
2021 emissions’ methodology
As an IT-focussed global professional services provider, we recognise the importance of quality data management. We have
processes and controls in place to capture actual consumption where possible. In line with common practice, where the data is
incomplete we model the consumption using estimates. We work with Avieco, a leading provider of sustainability data services, to
ensure that we continue to follow best practice in the assessment and reporting of our environmental performance. Our
engagement with Avieco enables us to provide transparency to stakeholders and to further identify opportunities to improve our
environmental performance.
The methodology used to calculate the GHG emissions is in accordance with the requirements of the following standards:
•
World Resources Institute (WRI) Greenhouse Gas (GHG) Protocol (revised version);
•
Defra’s Environmental Reporting Guidelines: Including
Streamlined Energy and
Carbon Reporting requirements
(March 2019); and
•
Global oce emissions have been calculated using the DEFRA 2021 & IEA 2021 issue of the conversion repository.
Following an operational control approach to dening our organisational boundary, our calculated GHG emissions from business
activities fell within the reporting period of January to December 2021, using the reporting period of January to December 2020
forcomparison.
54
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Emissions and energy usage
1
Gl
oba
l em
is
sio
ns (t
CO2
e)
% change
to 2
02
0
Emissi
ons source
2021
2020
Sc
ope 1
Nat
ur
al ga
s
44
56
21%
Com
pan
y ca
rs
2
7
7
1%
T
ota
l Sco
pe 1
46
63
27%
Sc
ope 2
Elect
ricit
y
3
51
3
74
6%
Pur
cha
se
d Stea
m
0
23
10
0
%
T
ota
l Sco
pe 2
3
51
397
12
%
Sc
ope 3
2
Flight
s
12
3
3
17
61%
No
n-
co
mp
any c
ar
s
62
44
4
1%
Other business travel
8
21
62%
O
the
r bu
sine
ss a
c
t
iv
i
tie
s
32
46
30%
T
ota
l Sco
pe 3
225
428
47%
T
ota
l emi
ss
ion
s (L
oca
tio
n bas
ed
)
622
888
30%
T
ota
l emi
ss
ion
s (M
arket b
as
ed
)
569
820
3
1%
T
ota
l ene
rg
y us
age (
k
Wh)
1,688
,635
1,
8
8
2
,18
7
10
%
£ mil
lio
n of re
ven
ue
2
6
7.
4
2
6
7.
7
0%
Ave
rage n
umb
er of e
mp
loy
ees
5,3
64
5,
2
31
3%
Normaliser
t
CO
2
e pe
r £ mill
ion o
f rev
enu
e
2.3
3.
3
30%
Normaliser
t
CO
2
e per emplo
yee
0
.12
0
.17
29%
2021
2020
T
ot
al % ch
ang
e to 2
02
0
Emissions
3
UK
Global
(excluding
UK
)
UK
Global
(excluding
UK
)
UK
Global
(excluding
UK
)
T
o
t
al (L
oc
at
ion b
as
ed
) (tCO
2
e)
218
404
345
543
37%
26%
T
o
t
al en
er
g
y us
age (
k
Wh)
813
,7
31
8
74
,
9
0
4
9
3
5
,
517
94
6
,670
13
%
8%
1
This work is partially based on the country-specic CO2 emission factors developed by the International Energy Agency, © OECD/IEA 2021 but the resulting work has been
prepared by FDM Group and does not necessarily reect the views of the International Energy Agency.
2
Scope 3 emissions: CO2e from company activities, not owned or controlled by the company (i.e. ights, non-company cars other business travel which includes emissions
fromrail, taxis and buses and other building activities which includes emissions from paper, waste, water and electricity transmission and distribution).
3
Energy reporting includes kWh from scope 1, scope 2 and scope 3 employee cars only (as required by the SECR regulation).
55
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Group Carbon Reduction Plan
The Board approved the Group Carbon Reduction Plan in December 2021 and it will be published in the rst half of 2022. FDM
isfully committed to playing its part in addressing the climate crisis and is committed to ambitious near-term science-based targets
in line with a 1.5°C limit to global warming, and to delivering Net Zero emissions across all scopes by 2050. We have established an
internal steering group to implement the actions required and to monitor our performance against our targets.
Our 2020 baseline greenhouse
gas emissions were
signicantly higher than
those emissions disclosed
on pages 53
to 55. Ourbaseline
and commitment targets include
capturing emissions from
more scope 3
categories than the
limited number reported
in this Annual
Report. The broader data
collection allows us
to monitor our
carbon footprint and
includes emissions from;
our purchased and
procured services and goods;
and from employee
commuting. We are
currently in the
process of calculating
our full 2021 emissions.
We have submitted our near-term targets to the Science Based Targets initiative (“SBTi”) for validation.
FDM is committed:
•
to reduce its absolute Scope 1 and 2 greenhouse gas emissions by 50% by 2030 from a 2020 base year; and
•
to reduce its Scope 3 greenhouse gas emissions by 62% per employee by 2030 from a 2020 base year.
Corporate Responsibility
56
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Statement by the Directors in performance of their statutory duties
under s.172(1) Companies Act 2006
The Directors of the Company have an obligation to act in accordance with a general set of duties which are set out in section 172 of
the Companies Act 2006 (the “Companies Act”). This states that the Directors must act in the way they consider, in good faith, would
be most likely to promote the success of the Company for the benet of its shareholders as a whole and, in doing so, have regard
(amongst other matters) to:
•
the likely consequences of any decisions 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 environment;
•
the desirability of the Company maintaining a reputation for high standards of business conduct; and
•
the need to act fairly as between shareholders of the Company.
Directors are briefed on these duties as part of their induction, and have access to professional advice on them, from the Company
Secretary or, if they consider it necessary, from an external independent advisor. The Directors full this duty partly by delegating
responsibility for day-to-day decision-making to the Executive Team and other senior managers, under a robust governance
structure which is described in further detail in our Corporate Governance Report.
The Directors consider, both individually and together, that they have acted in accordance with their duties under s.172 in the
decisions taken during the year ended 31 December 2021 (see page 67). There are examples throughout this Annual Report of
howwe take into account the matters referred to above, but the following summarises the stakeholder groups we have identied,
the key steps we have taken to engage with them and the outcomes of that engagement.
Stakeholder
group
Impor
tance of engagement
How w
e have e
ng
age
d
Key t
opi
cs
, de
ci
sio
ns a
nd ou
tco
me
s ofe
nga
ge
men
t
Our
employees
We engage with our
employees to ensure
thatwe are creating an
environment in which
theycan thrive, and to
understand their ideas
andconcerns.
Our long-term success
depends on the
commitment of our sta
todeliver our purpose
(seepage 4) – both internal
sta and our Mounties.
The safety, wellbeing and
morale of all our employees
remained an important
priority throughout 2021.
We discuss our activities
toengage with our
employees on pages
40 to 42, including our
Employee Networks.
We have surveyed our
consultants and internal
sta to ensure they
continue to feel connected
and to obtain their views
on a range of issues,
including on changes in
work patterns, and their
wellbeing.
Jacqueline de Rojas as the
Non-Executive Director
responsible for engaging
with our workforce held a
series of informal meetings
with managers at dierent
levels across the business.
The results of the employee survey were
discussed at Board level, giving us insight into the
views of our sta and enabling us to tailor our
support initiatives to the needs of our employ
ees
and consider their views on the ways
in which
working patterns are changing following the
pandemic, and a number of other matters.
In 2020 we recognised that the interval between
our UK trainees completing their training and
nding their rst client placement was longer
than normal (as a result of onboarding delays
caused by the COVID-19 pandemic), as a result of
which the Board enhanced the employment
package for those signed-o trainees, paying
them a salary immediately on completion of
training to ensure they were nancially supported
until we were able to deploy them onto their rst
client assignment. This year, we have further
enhanced the remuneration package for our UK
trainees – they now become an employee and
receive a salary from day one of their training.
Our other territories already benet from this
enhanced policy.
As a result of feedback received from candidates
during our recruitment process, the Board has
introduced other enhancements to our model for
trainees and consultants in other territories,
including reducing the expectation that
consultants will be geographically exible in the
US, and a bonus paid to Canadian trainees at the
end of their two-year commitment to us.
57
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Stakeholder
group
Impor
tance of engagement
How w
e have e
ng
age
d
Key t
opi
cs
, de
ci
sio
ns a
nd ou
tco
me
s ofe
nga
ge
men
t
Our
University
Partners
Universities can be seen as a
key supplier. Recruiting
graduates of the highest
calibre into our training
programmes is key to our
ability to deliver Mounties
with the qualities and
attributes which our clients
are looking for. We engage
with our University Partners
to ensure that our Academy
oering adapts and develops
to remain competitive and
attractive to graduates.
Information on our
engagement with our
university partners can be
found on page 47.
We have continued to develop the content of our
events to engage with non-technical students,
enabling them to gain condence before applying
to FDM.
Our trainees
Our trainees are key to our
Mountie model, it is
important for us to ensure
that we are providing them
with training which will
enable them to evolve into
Mounties with client-driven
and cutting-edge skills in the
technologies which are
relevant to our clients’
needs.
All our trainees are asked
to provide formal feedback
on the content and
delivery of the courses
which they receive during
their time in our
Academies.
The Board decided to enhance the package for
trainees in the UK by making them employees
and paying them a salary from day one of their
training. Other changes have been made to the
employment model in the US and Canada (as set
out in “Our Employees” above) to help our
trainees and consultants, and to make our
oering more attractive to potential recruits.
Our engagement with trainees and Mounties has
informed the work we are undertaking in our
Academy Transformation Programme which will
result in a signicant evolution of the way our
Academy delivers training post-lockdown, making
it more exible and accessible for trainees, whilst
maintaining quality. Information about the
Academy Transformation Programme can be
found on page 14.
Our clients
Understanding our clients’
needs is central to our
business. We need to ensure
that we are oering
Mounties of the right calibre,
with the required personal
and professional attributes
and technological skills.
Further information on our
engagement with clients
can be found on page 47.
As a result of our work with individual clients we
have continued to develop and deliver the pod
concept and have created driven programmes,
tailored to specic client needs.
Six of our courses have now been awarded Tech
Industry Gold accreditation by TechSkills, which
provides our clients with assurance that our
courses meet standards for quality and job-
readiness which are set by leaders in the industry.
Further information on our Academy Accreditation
programme can be found on page 14.
Corporate Responsibility
58
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Stakeholder
group
Impor
tance of engagement
How w
e have e
ng
age
d
Key t
opi
cs
, de
ci
sio
ns a
nd ou
tco
me
s ofe
nga
ge
men
t
Our
shareholders
We look for an investor base
that is interested in holding
our shares long term. We
engage with current and
prospective investors to
assist them in understanding
and supporting our strategic
objectives, enabling us to
generate strong nancial
results which create value
for shareholders.
We discuss our
programme of investor
engagement on page 73.
Key elements of this
include our AGM, our
comprehensive full-year
and half-year results
presentations,
participation in numerous
other investor meetings
between individual
Directors and members
ofthe management team
with current and
prospective shareholders.
Discussion with our top shareholders has been
taken into account in our approach to Directors’
Remuneration in 2022 (see page 100 for
furtherdetails).
We took into account the views of our major
shareholders prior to making all our UK trainees
employees and paying them a salary from day
one of their training.
Our local
communities
We place great importance
on ensuring that our
activities have a positive
impact on the wider
communities in which
weoperate.
Further information on
ouractivities with the
communities where we
operate can be found on
page 47.
We have continued our work to promote diversity,
inclusion and social mobility, making further
progress in improving our own gender pay gap.
FDM has refurbished its old IT hardware and
donated it, to schools, charitable causes and
organisations in need (see page 47).
The
environment
We are conscious that all
business activities have an
impact on the environment
and climate change, and we
are committed to nding
ways to mitigate that impact.
Further information on the
work we have done to
reduce our impact on the
environment can be found
on page 53.
We engaged an external sustainability
consultancy to assist us in measuring our carbon
footprint resulting from Scope 1, 2 and 3 GHG
emissions across our organisation. The Board
approved the Group’s commitment to reduce
FDM’s greenhouse gas emissions (see page 56)
and we have submitted our targets to the
independent SBTi to be validated as being inline
with the latest climate science.
Non-nancial performance reporting
We comply with the requirements of sections 414CA and 414CB of the Companies Act. The information provided above is to help
our stakeholders understand our position on key non-nancial matters, specically: employees, social matters, respect of human
rights, environmental matters, and anti-corruption and anti-bribery matters.
The Strategic Report was approved by the Board on 16 March 2022 and signed on its behalf by:
Rod Flave
ll
Chief Executive Ocer
16 March 2022
59
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic Repor
t
Go
v
ernanc
e
Fin
ancia
l Statem
ents
Governance
62
Board of Directors
66
Corporate Governance Report
82
Audit Committee Report
92
Nomination Committee Report
96
Remuneration Report
115
Directors’ Report
G
ov
e
r
n
a
n
c
e
60
FDM Group (Holdings) plc
Annual Report and Accounts 2021
61
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Strategic
Report
Gove
rn
a
n
ce
Fin
ancia
l Statem
ents
Me
e
t
t
he
B
o
ar
d
62
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Alan Kinnear
Non-Executive Director
Date of Appointment
Non-Executive Director January 2020
Experience
Alan is a member of the Institute of
Chartered Accountants of Scotland.
Alan was with PwC for 35 years until
his retirement in 2015, including 23
years asan audit partner working with
listed, private equity-backed and
fast-growth entrepreneurial
companies. He was a member of
PwC’s South East regional board and a
national leader for audit services in
the private equity sector. Hehas
signicant skills and experience in
nancial reporting, regulation,
corporate governance and risk
management.
During the year following his
retirement from PwC in 2015, Alan
was a non-executive director with
CEGA HoldingsLimited.
External Appointments
Alan has no external appointments.
Michelle Senecal de Fonseca
Non-Executive Director
Date of Appointment
Non-Executive Director January 2016
Experience
Michelle is an experienced senior executive
specialising in the eld of technology and
international communications. She is
currently the Global Vice President for Cloud
Innovation Partnerships at Citrix Systems
having previously served as a European
Sales Vice President for the company. Prior
to Citrix, she was Global Director of Cloud
and Hosting Services at Vodafone. Michelle
has previously worked at the European
Bank for Reconstruction and Development
where she managed the Telecom, Media
and Technology banking team. Michelle is a
co-founder and board member of Women
in Telecoms and Technology, a UK not-for-
prot organisation. She is also a global
council member at Thunderbird School of
Global Management in Phoenix, Arizona. In
2020, Michelle joined the Strategic Advisory
committee to TEDI-London, a new design-
led engineering school in the UK.
External Appointments
•
Citrix Systems UK Limited (Director,
appointed May 2019)
•
Alphawave IP Group Plc (Non-Executive
Director, appointed May 2021)
•
Women in Telecoms and Technology
(WITT) Limited (Director, appointed
May2008)
•
Thunderbird School of
Global Management
(Director, appointed April 2009)
•
MOVE Capital (Investment Board
member, appointed September 2017)
Jacqueline
de
Rojas CBE
Non-Executive Director
Date of Appointment
Non-Executive Director October 2019
Experience
Jacqueline is a highly regarded leader in
theUK technology eld, with a strong
reputation as a champion of women and
minority voices in the sector. She has been
the president of technology trade association
techUK since July 2015 where she has
developed and supported a manifesto for
skills and diversity in the technology industry.
She is also the co-chairof the Governance
Board of the Institute ofCoding.
Prior to this, Jacqueline held senior executive
roles at major tech companies including Sage
Group, Citrix Systems, CATechnologies, Novell
and McAfee International. She was previously
a non-executive director at AO World plc and
Home Retail Group plc. In 2019, Jacqueline
was awarded a CBE for Services to
International Trade inTechnology.
Jacqueline is the Board’s designated Non-
Executive Director for engagement with the
Group’s workforce, enabling employees to
share ideas and concerns with senior
management and the Board.
External Appointments
•
Costain Group plc (Non-Executive Director,
appointed November 2017)
•
Rightmove plc (Senior Independent
Director, appointed December 2016)
•
techUK Limited (Director, appointed
July2014)
•
Industrial and Financial Systems, IFS AB
(Sweden) (Non-Executive Director,
appointed May 2021)
63
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Peter Whiting
Non-Executive Director
Date of Appointment
Non-Executive Director June 2014
Senior Independent Director June 2014
Chair of the Remuneration Committee
June2014
Experience
Peter has over 20 years of experience as
an investment analyst, specialising in the
software and IT services sector. Peter
joined UBS in 2000 and led its UK small
and mid-cap research team. Between
2007 and 2011 he was Chief Operating
Ocer of UBS European Equity Research.
One of his responsibilities during this
period was the oversight of the graduate
recruitment, training and development
programmes, both for the Research
business and the Equities operation as a
whole. He has used his extensive
experience in the nancial services and
technology industries in developing a
strong technology-led NEDportfolio.
External Appointments
•
Kooth plc (Non-Executive Chair,
appointed September 2020)
•
Aptitude Software Group plc (Senior
Independent Director, Chair of
Remuneration Committee, appointed
February 2012)*
•
D4T4 Solutions plc (Non-Executive
Director, Chair of Remuneration
Committee, appointed July 2018)
*
Note: Aptitude Software Group plc has announced
thatPeter Whiting will not seek re-election as a
Non-Executive Director at the company’s next Annual
General Meeting, due to be held on 28 April 2022.
Mike McLaren
Chief Financial Ocer
Date of Appointment
Chief Financial Ocer April 2011
Joined FDM 2011
Experience
Mike is a Fellow of the Institute of
Chartered Accountants in England
andWales.
Prior to joining FDM, Mike fullled the
roles of Group Finance Director and Chief
Operating Ocer in a premium listed
business in the software and services
sector. In addition, Mike has been an
Independent Non-Executive Chairman
andNon-Executive Director on the
boards of a number of other companies.
Overall, Mike has more than 30 years’
experience of working within the
technology sector ina range of senior
nancial, commercial and operational
roles.
External Appointments
ActiveOps plc (Non-Executive Director,
Chair of Audit Committee, appointed
March 2021)
Andy Brown
Chief Commercial Ocer
Date of Appointment
Chief Commercial Ocer January
2008
Joined FDM 1994
Experience
Andy progressed through the Group’s
Sales team to become Global Sales
Director in 2007 and, subsequently,
ChiefCommercial Ocer.
Andy oversees the expansion of the
Group with a focus on the sales and
recruitment functions. Andy’s strategic
focus is around developing new service
streams in line with client demands, as
well as increasing the number of
applicants to the Group’s Graduate
programme, which are both key areas to
the success and growth of the Group.
Andy also played a key role in the launch
and success of the UK Ex-Forces
Programme.
External Appointments
Andy has no external appointments.
Key
Member of Remuneration Committee
Chair of Remuneration Committee
Member of Audit Committee
Chair of Audit Committee
Member of Nomination Committee
Chair of Nomination Committee
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Rod Flavell
Chief Executive Ocer
Date of Appointment
Founded FDM in 1990
Experience
Rod is the founder and Chief Executive
Ocer of FDM Group and has more than
40 years of experience in the technology
sector. He has been instrumental in the
development of the Group into an
international, award-winning employer
with a prestigious client base operating
inmultiple markets.
Rod is a strong advocate of improving
diversity in the technology industry, as
demonstrated by the Group’s Women
inTech, Returners Programme,
Ex-Forcesand veteran career transition
initiatives. In 2018 and 2019, Rod was
featured in the Management Today
Agents of Change Power List for his
workpromoting gender equality in
theworkplace.
External Appointments
Rod has no external appointments.
David Lister
Non-Executive Chair of the Board
Date of Appointment
Chair of the Board March 2019
Non-Executive Director March 2016
Experience
David has over 40 years of experience
inoperations and technology roles
across multiple industries for
international businesses such as Diageo,
GlaxoSmithKline, Boots, Reuters, Royal
Bank of Scotland and National Grid.
Healso has experience in the
professional services sector where he
was a management consultant at
PricewaterhouseCoopers LLP (“PwC”).
Other former non-executive
appointments include Interxion Holdings
B.V., HSBC Bank plc, CIS General
Insurance Limited and the Department
for Work and Pensions.
External Appointments
•
HSBC Private Bank (UK) Limited
(Non-Executive Chair, appointed
December 2019)
•
Marks and Spencer Financial Services
Plc (Non-Executive Chair, appointed
September 2020)
•
HSBC UK Bank Plc (Non-Executive
Director, appointed May 2019)
•
Nueld Health (Member of the
Boardof Governors, appointed
February 2014)
Sheila
Flavell CBE
Chief Operating Ocer
Date of Appointment
Chief Operating Ocer January 2008
Joined FDM 1998
Experience
Sheila has over 30 years of experience
inboth the public and private IT sectors.
She spearheads FDM’s global Women in
Tech initiative and Returners
Programme.
Sheila was awarded a CBE in the 2020
New Year Honours List for services to
gender equality in IT, and graduate and
returners’ employment.
Sheila has been invited to advise
government committees on improving
the digital skills shortage and gender
paygap in the UK. Her work has been
acknowledged by numerous awards,
including inclusion in Computer Weekly’s
‘Most Inuential Women in UK Tech,
Hallof Fame,’ at the 2020 European Tech
Women Awards, The Department of
Trade and Industry recognised her
outstanding achievements by conferring
Sheila with a ‘Career Recognition’ award.
External Appointments
•
techUK Limited (Director, Deputy
President, appointed June 2016)
•
Institute of Coding Industry Advisory
Board (Chair)
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Co
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a
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Chair’s Governance Overview
On behalf of the Board, I am pleased to present the Corporate Governance Report, which follows
the principles of the 2018 Code. This section of our Annual Report aims to provide shareholders
and other stakeholders with an understanding of how we manage our Group and the framework
of governance and control within which we work, I hope you nd it informative and useful.
We take great care to ensure that the content of our Annual Report is fair, balanced and
understandable. A review by the Audit Committee can be found on page 89 and a formal
statement from the Directors is included on page 119.
Further information on the Board’s primary areas of focus in 2021 is set out on pages 71 and 72.
TheBoard has continued to work with the business during the year on the development of
ourAcademy of the future, which will use a virtualised environment (initially developed as
aresponse to the challenges of remote training during the pandemic) to enhance the user
experience, whilst further improving quality and our training capacity. These changes will
represent an important evolution of our business model and will support the delivery of the
cornerstones of our strategy (see page 13).
The Board is overseeing the Group’s response to climate-related risks and
opportunities, and our approach is outlined on page 68. FDM’s climate
strategyroadmap includes the steps we will undertake to implement fully
therecommendations of the TCFD framework. In 2021 we approved the
Group’sCarbon Reduction Plan, which we will publish in the rst half of 2022
(seepage 56).
David Li
ste
r
Chair of the Board
16 March 2022
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UK Corporate Governance Code 2018
As a premium listed company, we are expected to explain how FDM Group has applied the main principles of the 2018 Code
issuedby the Financial Reporting Council in July 2018.
The Board considers that FDM Group has complied with the 2018 Code during 2021, except to the extent explained below.
•
Provision 17 of the 2018 Code states that a majority of members of the Nomination Committee should be independent
non-executive directors. At the beginning of the year the Nomination Committee comprised David Lister (Chair of the
Nomination Committee and Non-Executive Chair of the Board), Michelle Senecal de Fonseca (independent Non-Executive
Director), Peter Whiting (independent Non-Executive Director) and Rod Flavell (CEO). Although not specied by provision 17,
there is a view that (in line with provision 11 of the Code relating to main Board composition) the Chair of the Committee
should not be counted when establishing the proportion of independent Non-Executive Directors on the Committee. In
addition, some of our investors expressed the view that they consider it best practice for the CEO not to be a member of the
Committee. In recognition of these factors: (a) the Board appointed Jacqueline de Rojas (independent Non-Executive Director)
as an additional member of the Nomination Committee with eect from 1 March 2021; and (b) Rod Flavell (CEO) stepped down
as a member of the Nomination Committee with eect from 27 April 2021. Following those changes, the Committee now
comprises three independent Non-Executive Directors (Jacqueline de Rojas, Michelle Senecal de Fonseca and Peter Whiting),
and the Committee Chair (David Lister, who is also Chair of the Board).
Further information on the 2018 Code can be found at
www.frc.org.uk
The main principles of the 2018 Code are as follows:
•
Board Leadership and Company Purpose
•
Division of Responsibilities
•
Composition, Succession and Evaluation
•
Audit, Risk and Internal Control
•
Remuneration
1. Board leadership and company purpose
An overview of the Board’s role
The Board is required to establish the Group’s purpose and to dene its strategy. FDM exists to deliver customer-led, sustainable,
protable growth on a consistent basis, through our well-established Mountie model. This is our purpose, and its key components
are set out in more detail on pages 22 to 23. The Board’s view is that enabling the successful achievement of FDM’s purpose
willsecure the long-term sustainable success of the Group for our sta, customers and other stakeholders, generating value
forshareholders.
In support of this purpose, the Board has developed a strategy which will enable us to launch new careers for our talented Mounties
around the world, and ensures that all the investments we make and activities we carry out can deliver quantiable improvements
to our business for our customers, sta and shareholders. You can read more about our strategy and its four key objectives,
including how each has been delivered during 2021, on pages 13 to 16 of the Strategic Report.
The Group has established a set of core values which reect FDM’s culture. Each of the Executive Board members aims to be a role
model for these values, promoting them and FDM’s culture. Our values and culture are central to the continued success of the
Group and support the implementation of our strategy.
The Board is responsible for identifying the risks which may stand in the way of meeting FDM’s strategic objectives, considering
which of those risks the Group is prepared to take to achieve its goals, ensuring that appropriate procedures and controls are in
place to manage or mitigate those risks insofar as it is reasonably practicable to do so, and regularly testing the eectiveness of
those mitigations.
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The Board has a remit to ensure that the Group has the necessary resources in place to achieve its strategic goals, both in terms of
nance and people, and to monitor performance and measure progress towards those goals. It is the Board’s duty to support and
challenge the Executive Team to ensure that FDM’s business is managed in accordance with that strategy.
The Board meets regularly through the year to review operational and nancial matters, develop and rene strategy, and monitor
progress towards strategic objectives. When setting and monitoring the implementation of the Group’s strategy, the Directors keep
in mind their individual duty to act in the way that they consider, in good faith, will be most likely to promote the success of the
Group for the benet of its stakeholders as a whole, as set out in s.172 of the Companies Act.
The Directors act with reasonable care, skill and diligence in their work, taking steps to ensure that they exercise independent
judgement at all times and that processes are in place to enable robust decision-making, especially when there are more dicult
decisions to be made. FDM’s network of stakeholders includes its shareholders, clients, employees, and members of the wider
society in which we operate. The interests of these stakeholders are varied but interconnected, and we recognise our responsibilities
to engage with them and to take their interests into account. Additionally, in the event of any notable vote against a Board
recommendation proposed at an AGM, FDM will carefully review the voting outcomes and will engage with shareholders to
understand their reasons. We will then provide details of the actions taken in response in the next Annual Report.
Further details of the steps taken by the Board to meet the requirements of s.172 of the Act are set out in our s.172 Statement which
can be found on page 57.
The Board is aware of its responsibility to identify and manage the challenges facing the business from climate change and to take
action to reduce the Group’s carbon footprint. Working with Avieco, in 2021 the Board established FDM’s climate strategy roadmap,
which formed a timetable of when key workstreams will be undertaken. The rst project on the roadmap was to produce the
Group’s Carbon Reduction Plan, which will be published in the rst half of 2022 (see page 56 for further information). MikeMcLaren
is the executive sponsor, responsible for implementing the plan. The Executive Team will monitor the Group’s emissions and
initiatives against its published targets, reporting to the Board on the business’ performance. We have submitted theGroup’s
Carbon Reduction Plan to SBTi for validation.
The Board reviews the risks and opportunities to the Group from climate change as part of the overall risk management process.
Such risks and opportunities may arise from both i) the direct and indirect eects of climate change and ii) the transition to a
low-carbon economy. Input has been obtained from across the business and fed into the Group’s Risk Register. A summary
of the key climate-related risks and opportunities facing the Group and their impact upon strategy is provided on pages 32 and 33.
Further climate-related workstreams to be undertaken in 2022 include: performing climate scenarios analysis and ensuring full
TCFDdisclosure and compliance; and participating in the Carbon Disclosure Project.
The Board’s nancial responsibilities include approving the interim, preliminary and annual nancial statements, the annual budget
and longer-term forecasts, signicant contracts and capital investment. Each of these responsibilities underpins the principles of the
2018 Code.
The Board’s other responsibilities include monitoring the impact of its decisions on our employees, promoting strong business
relationships with clients, suppliers and others, and considering the impact of our operations on the wider community and the
environment. The Board supports the Executive Team in ensuring that the Group’s reputation for high standards of business
conduct is maintained, and is mindful of the need to achieve a fair balance between the interests of dierent shareholders and
other stakeholders.
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The Board and its Committees – a structure for robust governance
The Board understands that the opportunity to promote the long-term sustainable success of the Group is maximised by ensuring
that the Board remains eective, has the right blend of skills and experience, and retains the key elements of an entrepreneurial
culture is at the core of FDM.
As recommended by the 2018 Code, where appropriate, the Board delegates some of its responsibilities to the Audit Committee,
Remuneration Committee and Nomination Committee (“the Committees”), which play a key role in supporting the Board’s aims and
the application of the principles of the 2018 Code. The terms of reference and composition of these Committees are reviewed
annually and updated as appropriate. Whilst the Board retains overall responsibility, the establishment of Committees enables
particular aspects of the Board’s work to be carried out at a more detailed level by Board members who have particular expertise,
experience and interest, allowing deeper analysis and oversight of those areas. The Chairs of each Committee report to the Board
on matters considered and decisions taken, and make recommendations on matters for which the Board reserves nal approval.
Minutes of all Committee meetings are made available to other Board members to be viewed at any time via the Board’s secure
online portal.
The Nomination Committee keeps under review the blend of skills, experience, independence and knowledge across the Board’s
members. It leads the process for new appointments to the Board, ensuring a fresh and entrepreneurial approach which enables
strategic opportunities to be identied, analysed and eectively managed to provide long-term sustainable success. The Nomination
Committee also leads the process to facilitate evaluations of the Board’s eectiveness. More information about these areas is set
out in the “Composition, succession and evaluation” section on page 78 and in the Nomination Committee Report on pages 92 to95.
The Audit Committee monitors the application of the nancial reporting, internal control, and risk management principles set out in
the 2018 Code, and ensures that the Group maintains an appropriate relationship with its auditors. More information about risk and
internal controls can be found in the “Audit, risk and internal control” section on page 80 and in the Audit Committee Report
beginning on page 82.
The Remuneration Committee is responsible for setting the Company’s Remuneration Policy, determining each Executive Director’s
total individual remuneration package (including salary, benets, bonus and pension entitlements, and participation in share and
other incentive schemes) and setting the targets for performance-related pay. The Committee also has oversight of the
remuneration of the next tier of senior management below Board level. The Remuneration Committee’s work supports the strategy
set by the Board, by promoting the opportunity for long-term sustainable success, and by aligning executive and senior managers’
remuneration to the achievement of the Group’s purpose and promotion of its values, and to the successful delivery of long-term
strategic goals. The Remuneration Report, beginning on page 96, contains more information on our application of these principles of
the 2018 Code. The current Directors’ Remuneration Policy was approved by shareholders at the AGM held on 28 April 2021.
Information about the membership of each Committee can be found in the relevant Committee’s report.
The Board’s agenda
The Board meets regularly throughout the year, following an agenda which is agreed in advance based on themes from the Group’s
business plan. Although the setting of the agenda is led by the Chair of the Board in discussion with the Chief Executive and the
Company Secretary, all Board members are welcome to put forward topics for discussion.
Standing items, including operational and nancial reviews and Committee updates are considered at each scheduled Board
meeting, with unplanned items such as commercial or property-related decisions considered as and when required. In addition,
potential topics are identied for management updates and other Board discussions.
Ahead of each Board meeting, all Board members are supplied with an agenda and a set of specic papers on particular strategic
issues, as well as reports and management information on current trading, operational issues, compliance, risk, accounting and
nancial matters. This enables the Chair to ensure all Directors are properly briefed on the matters to be discussed. The Chair works
with the Company Secretary to ensure that the supporting papers are clear, accurate, timely and of sucient detail to enable the
Board to discharge its duties eectively. The Board’s forward agenda is coordinated with those of its Committees and the Chairs of
the Committees report on the activity of their Committees at Board meetings. The agenda is designed to provide an appropriate
balance between strategic planning items and reports which enable the Board to monitor the management and performance of the
Group, ensuring it operates within the appropriate risk-reward culture and the Board’s strategy to deliver FDM’s purpose.
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The format of the Board Reports is reviewed regularly and updated as appropriate to ensure that the reports provide the required
information in the most useful format to enable Board members to carry out their oversight role eectively.
At regular intervals throughout the year, senior managers from around the Group attend Board meetings to update the Board on
progress being made and matters arising in their areas of operation. The Board aims to ensure that there is sucient time for the
Board to discuss signicant matters or matters of a more discursive nature. To assist with this, the usual approach is to hold Board
dinners and other informal gatherings after certain scheduled Board meetings which allow the Directors greater time to discuss key
topics with additional internal and external participants. In particular, this enables the Non-Executive Directors to explore business
and operational issues in greater depth with the senior managers who have reported to the Board.
The Board has identied certain matters on which decisions are formally reserved for the Board’s approval, a schedule of which is
available on the Group’s website
www.fdmgroup.com/investors/corporate-governance/
. They include the following:
•
Approving nancial results and other nancial, corporate and governance matters;
•
Approving material contracts;
•
Approving material capital or operational expenditure;
•
Approving Group strategy;
•
Approving appointments to the Board;
•
Determining dividend policy, as well as approving and recommending dividends, as appropriate;
•
Reviewing material litigation;
•
Reviewing annually the eectiveness of internal control and the nature and extent of signicant risks identied by management
and associated mitigation strategies; and
•
Approving the Group’s annual budgets and three-year plans.
Board decisions are generally reached by consensus at Board meetings. However, should the situation arise, decisions may be
takenby a majority of Board members. FDM’s Articles of Association provide the Chairman with a casting vote in the case of an
equality of votes.
Details of the number of meetings of the Board and Committees (which only certain Directors are required to attend) and individual
attendances by Directors are set out in the table below. During the early part of 2021 restrictions on gatherings and rules on social
distancing required that some meetings of the Board and its Committees took place using virtual conference technology.
TheCompany’s Articles of Association allow meetings of the Board to be held validly in this manner. The Group’s technology has
continued to perform well in these circumstances and in conducting the meetings, the Chair has also adopted an approach which
adequately caters for the dierent dynamic brought about by Board members’ remote participation in meetings. The Board has
found that virtual platforms have provided a satisfactory alternative to meetings in person, allowing all members to follow
proceedings and participate as fully and eectively as if they were physically present in the same room. However, as restrictions
ongatherings were relaxed during 2021, the Board resumed its standard practice of holding meetings in person at the
Company’soces.
Board
meeting
s
Au
dit
Committee
me
et
ing
s
Remuneration
Committee
me
et
ing
s
Nomination
Committee
meeting
s
Num
be
r of m
ee
tin
gs a
t whi
ch p
re
sen
t
, as a p
rop
or
ti
on o
f max
im
um po
ss
ib
le
Num
be
r of
me
eti
ng
s held in 2
021
9
4
5
2
Dav
i
d Lis
te
r
9/9
n
/a
1
n
/a
1
2/2
Rod Flavell
9/9
n
/a
1,
2
n
/a
1
2/2
3
Sheila Flavell
9/9
n
/a
1
n
/a
1
n
/a
1
Mike M
cL
are
n
9/9
n
/a
1,
2
n
/a
1
n
/a
1
A
nd
y Bro
wn
9/9
n
/a
1
n
/a
1
n
/a
1
Pet
er W
hi
tin
g
9/9
4
/4
5/5
2/2
A
lan K
in
nea
r
9/9
4
/4
5/5
n
/a
1
Mic
he
lle S
en
ec
al de F
on
se
ca
9/9
4
/4
5/5
2
/2
Ja
cque
lin
e de Roj
as
9/9
n
/a
1
n
/a
1
1/
1
3
1
Not applicable, not a member of the Committee and not required to attend.
2
At the invitation of the Audit Committee (but not as members) Rod Flavell and Mike McLaren each attended four meetings of the Committee during the year.
Rod Flavell attended 2/2 meetings of the Nomination Committee but subsequently stepped down from the Committee on 27 April 2021.
3
Jacqueline de Rojas was appointed to the Nomination Committee on 1 March 2021, following which she attended the remaining meeting of the Committee
held during the year.
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Conicts of interest
Procedures are in place for the disclosure by the Directors of any interest that conicts, or may possibly conict, with the Group’s
interests and for the appropriate authorisation to be sought if a potential conict arises, in accordance with the Company’s
Articlesof Association. An up-to-date schedule of the Directors’ other Board appointments, related parties’ interests and relevant
shareholdings is included as an appendix to each set of Board papers to ensure full transparency of their respective
relevantinterests.
In deciding whether to authorise a conict or potential conict of interest only non-interested Directors (i.e. those who have no
interest in the matter under consideration) will be able to vote on and take the relevant decision. In doing so, the Directors must act
in a way they consider, in good faith, will be most likely to promote the success of the Company, such that they may impose any
limits or conditions which they think t. The Board has reviewed the procedures in place and considers that they operate eectively.
No actual conicts of interest arose during the year under review, to the date of this report or in the previous year.
The key areas of focus by the Board in 2021
During the year there have been a number of areas where the Board has focussed its governance to ensure the delivery ofthe
Group’s strategy:
•
As reported in last year’s Annual Report, after remote working and delivery of training became a necessity as a result of the
pandemic, the Board took the view that some of these changes to the world of work would continue after pandemic restrictions
had been removed. A working group was established to examine how FDM could adapt to these changes to enhance its model.
During the year, the Board received a number of updates on the progress of the working group, and the group itself presented
its ndings and plans to the Board in September 2021. Board members were able to discuss the group’s proposals and make
suggestions which will help the group take advantage of the opportunities for innovation which will enhance the delivery of our
training, the experience of trainees, and the knowledge and skills they gain from their time in our Academies of the future.
Anumber of these changes are now being piloted in our Academies, and our experience of these trials will enable us to identify
signicant eciencies arising in our use of physical oce and classroom space in our locations around the world, increasing the
number of trainees which we are able to train at one time. Further information on our Academy Transformation Programme
can be found on page 14.
•
This year, we have further enhanced the remuneration package for our UK trainees, making them full employees, and paying
them a salary, from day one of their training. This has boosted our recruitment programme in the UK, assisting us to attract,
train and develop high-calibre Mounties, in line with our strategy. As a result of feedback received from candidates during our
recruitment process, the Board has introduced other enhancements for trainees and consultants in other territories, including
reducing the expectation that consultants will be geographically exible in the US, and introducing the payment of a bonus to
our Canadian consultants at the end of their two-year commitment to us.
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Other areas of focus for the Board during the year are set out below.
Strategy
•
Reviewed the Group’s three-year plan (2021-2023)
•
Reviewed the evolution of the Group’s training model and received an update from the
working group
•
Received an update on the Group’s project to update and standardise its training content
and to obtain TechSkills accreditation for the Group’s training courses
•
Received strategic updates from the Group’s senior management teams
•
Reviewed and approved the Group’s Carbon Reduction Plan
Operational
•
Reviewed the Group’s response to the operational restrictions arising from COVID-19
lockdowns
•
Received regular updates on changes to measures in place to protect the health and
safety of sta, trainees, clients and visitors during the pandemic
•
Reviewed the requirements for Academy and other oce space in the light of changes
tomethods of working (including the delivery of training in FDM’s Academies)
•
Received business updates from the Group’s senior management teams
•
Reviewed information on recruitment and Academy utilisation
Financial
•
Reviewed monthly business performance against strategic goals
•
Reviewed trading updates, including the impact of the pandemic on the Group’s business
•
Reviewed and updated the treasury and risk appetite policy
•
Reviewed and approved preliminary, full-year, half-year results and three-year plan
•
Reviewed and approved Group budgets and reforecasts
•
Approved a second interim dividend in respect of the 2020 nancial year
•
Approved a nal dividend in respect of the 2020 nancial year
•
Approved an interim dividend in respect of the period ending 30 June 2021
Risk
•
Undertook bi-annual reviews of Risk Register and risk management process, including
reviews of the potential risks posed by climate change to the Group’s business
Governance
•
Reviewed the Group’s legal and regulatory obligations arising from the impact of the
pandemic on FDM’s business
•
Reviewed the risks and opportunities arising for the Group’s business from the transition
to a low-carbon economy
•
Approved Group Carbon Reduction Plan and the submission of targets to SBTi
•
Modied plans for the Company’s AGM to ensure compliance with current UK
Government social distancing regulations
•
Carried out an externally-facilitated review of the eectiveness of the Board and its
Committees
•
Reviewed the Group’s Gender Pay Gap data and approved the report
•
Provided an update on Modern Slavery Act compliance
•
Establish a Working Group to manage the implementation of the Group’s Carbon
Reduction Plan
•
Approved updated terms of reference for the Board’s Committees
•
Assessed and approved the viability statement
•
Conducted a going concern review
Employees
•
Received updates on employee engagement
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Engagement with stakeholders
The Board has identied the following key stakeholders: shareholders, clients, employees, prospective candidates, university
partners, our local communities, and the environment.
Engagement with shareholders
The Group has an internal investor relations function led by Mark Heather, the Company Secretary, who works with the Group’s
brokers and nancial public relations advisors to operate a programme of regular engagement with current and prospective
investors. We will continue to develop our investor relations activities, to include an expansion of the investor area of our website to
provide additional information on our strategy, business model, competitive position, nancial information and strategic progress.
To maintain dialogue with institutional shareholders, the Chief Executive Ocer and Chief Financial Ocer meet with major
shareholders following interim and nal results announcements and otherwise as appropriate. The Chief Executive Ocer, Chief
Financial Ocer and Company Secretary also speak regularly with shareholders and potential investors to explain details of our
business model, Mountie recruitment, training and deployment programme, and our approach to other important aspects of our
work such as sustainability, inclusion, diversity, social mobility and our plans for carbon reduction.
Our usual approach is to host visits from current and prospective shareholders at our oces around the world, oering many of
them the opportunity to tour our Academies and speak informally to members of our sales and recruitment teams, as well as
trainers and trainees. Those investors who take advantage of these visits often tell us that they provide an ideal way to understand
our business model, and we are glad to have the opportunity to demonstrate our purpose and the way in which our culture and
values support it to drive our business towards our strategic objectives. Although it has not been possible to host the same number
of visits in person this year, we are hopeful that it will be possible to welcome shareholders and potential investors at our Academies
around the world in the coming year.
Other Executive and Non-Executive Directors also engage with shareholders from time to time, in particular when there are matters
of governance to be discussed or when feedback on particular proposals is sought. As reported in last year’s Annual Report, in the
last quarter of 2020 we oered portfolio managers and compliance managers from our top 20 shareholders the opportunity to
meet with David Lister (Board Chair), Peter Whiting (Senior Independent Director and Remuneration Committee Chair) and Mark
Heather (Company Secretary and Head of Investor Relations). The principal reason for requesting those meetings was to consult
shareholders on the Remuneration Committee’s approach to executive remuneration, both in respect of 2020, and under the new
policy to be introduced in 2021. That consultation proved particularly helpful and, as agreed with shareholders at the time, during
2021 Peter Whiting has followed up on that consultation by providing further information to those shareholders about the second
phase in the programme of remuneration changes which we discussed with them previously.
The Company uses the AGM as an opportunity to communicate with its shareholders and welcomes their participation;
shareholders who attend the AGM have the opportunity to ask questions and all Directors are expected to be available to take
questions. In accordance with the 2018 Code, the Notice of AGM will be sent to shareholders at least 20 working days before the
meeting and any other notice of general meeting will be sent to shareholders at least 14 days before each general meeting and will
include details of the proposed resolutions and explanatory notes. It is proposed that the AGM will be held at 14.00 on Tuesday
24 May 2022 at the oces of Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW.
The Board proposes separate resolutions for each issue and proxy forms allow shareholders who are unable to attend the AGM (or
general meeting, as applicable) to vote for or against or withhold their vote on each resolution. As soon as practical after the
conclusion of the AGM (or general meeting, as applicable), we will announce the proxy votes cast, including details of votes withheld,
to the London Stock Exchange via its Regulatory News Service. We will also publish the information on our website.
The Group’s website (
www.fdmgroup.com
) is the primary source of information on the Group.
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Engagement with employees
The Executive Directors regularly spend time in each FDM centre and meet with employees at all levels of seniority. This enables
them to promote FDM’s culture and values throughout the organisation. The FDM Newsletter allows the Group’s culture to be
spread from the Executive Team to all employees.
The Executive Directors meet regularly with partners that promote the transition to the civilian work environment from the Armed
Forces, and those returning to work after a career break. Sheila Flavell chairs the Institute of Coding’s Industry Advisory Board and
isDeputy President of techUK, where she also sits on the Diversity Council. She has advised government committees on issues
including bridging the digital skills gap and enhancing diversity in the workplace.
Jacqueline de Rojas is the president of techUK, where she engages extensively with the UK Government to build policy to allow the
technology industry to thrive. In her role as co-chair of the Governance Board at the Institute of Coding, she promotes lifelong
learning through industry collaboration to address the growing skills gap in technology and to encourage widening participation
andpathways to digital skills through diversity and inclusion programmes.
Key managers in our People Team work closely with the Board and its Committees to assist them in assessing and monitoring the
culture of FDM to ensure that policy and behaviour are aligned with the Group’s purpose and strategy. During 2021 the business
continued the expanded programme of employee engagement which had been put in place at the beginning of the pandemic to
ensure the physical and mental wellbeing of our sta and trainees. An updated employee survey was carried out in December 2021
to gather feedback on changes to ways of working made during the year. The priorities identied from our engagement with
employees have directly inuenced a number of areas considered by the Board this year. In particular:
•
UK trainees have historically been placed on payroll at the point that they are on-boarded and start their rst placement with a
client. As reported last year, during 2020 the Board recognised that the period between trainees being signed-o on completion
of training and nding their rst placement had been extended as a result of client onboarding diculties, delays and market
conditions during lockdown. Having considered the challenges which this was creating for our signed-o trainees, in April 2021
the Board introduced a salary for these trainees commencing immediately on completion of training. Recognising the positive
impact of this change, the Board engaged in further consultation with our employees and our shareholders during the rst half
of 2021, following which the Board decided to bring forward the point at which UK trainees were placed on payroll. From July
2021, all UK trainees are employed and paid a salary from the commencement of their training.
Further information about our employee engagement can be found in our Corporate Responsibility report
from page 40 to 42.
The results of our programmes will continue to inform our engagement with sta and the Group People Strategy as it continues to
be implemented during the coming year. This will assist us in promoting a diverse, inclusive and fullling culture in which our people
can thrive, optimising our Mounties’ experience during their time with us, and ensuring that our employees promote and embody
our values and our unique service oering.
In accordance with Provision 5 of the 2018 Code, the Board has appointed Jacqueline de Rojas to engage with the workforce to
ensure that the voices of our employees are heard at Board level. During 2021, Jacqueline has continued to work with the People
Team to run a programme of workforce engagement which has supplemented the work which has already been done to enable the
views of the workforce to be raised in condence, on an anonymous basis, which are then taken into account in the Board’s
discussions and decision-making. Jacqueline de Rojas provides regular updates to the Board on the themes which have arisen from
her engagement with the workforce. For the third consecutive year, the Remuneration Committee has targeted the Executive
Directors on a metric for their annual bonus in 2022 which relates to employee satisfaction and engagement.
 
Engagement with clients
Together with members of the Sales team, the members of the Executive Team meet on a regular basis with customers in our
dierent territories to discuss their requirements. The senior members of our Sales team maintain close long-term relationships
with senior executives in our client organisations to ensure we are able to anticipate our clients’ needs. We regularly update the
structure and content of our training programme to reect commercial and technological changes in the sectors in which our
clientswork.
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Engagement with University Partners
We have continued to engage with our University Partners, working to help them develop more eective ways of hosting remote
careers fairs. We have also created our new “FDM attraction events” allowing us to engage with students from multiple universities
in one event.
Further information about these engagements and the changes which we have made to the content of our virtual events for
university students can be found on page 47.
Engagement with our local communities
We continue to work with schools in the territories where we operate to promote the importance of STEM subjects and to prepare
students for careers in technology. Building on our position as a Leeds Cornerstone Employer, we have collaborated with other
employers to help teachers and students in local schools during periods of lockdown. On ‘Girls in ICT Day’ we worked with our
schools to help students develop their coding skills.
During a period when so many students in our communities have been challenged to access their learning remotely, we have
refurbished and donated signicant numbers of laptop and desktop computers to schools and other organisations, some of whom
we have connected with through our early talent programme, and others which we have identied through our connection with the
Worshipful Company of Information Technologists.
More information about our activities in this area can be found on page 47.
Environmental responsibility
During the year we established FDM’s climate strategy roadmap. Under an Executive sponsor and working with Avieco, we identied
the Group’s baseline carbon footprint (using 2020 data) and used this to produce the Group’s Carbon Reduction Plan.
Further information on the steps we are taking can be found on pages 50 to 56.
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2. Division of responsibilities
Chairman, Chief Executive and Senior Independent Director
The roles of the Chairman and Chief Executive, as well as those of the Senior Independent Director, and the division of
responsibilities between them are clearly dened and agreed by the Board. As Chairman, David Lister leads the Board and is
responsible for ensuring that it performs its role eectively. The Chairman aims to ensure that Board meetings are collaborative
andprovide an opportunity for all Directors to express their views, to contribute and add value to the Board’s work. David Lister
wasappointed as Chairman on 5 March 2019 and on appointment was independent when assessed against the circumstances
setout in Provision 10 of the 2018 Code.
As Chief Executive, Rod Flavell’s main responsibility is to manage the Group’s business and to lead the Executive Team in the
implementation of the strategies which are adopted by the Board. The Executive Directors under the leadership of the Chief
Executive are responsible for managing the day-to-day activities of the Group, communicating the Group’s objectives to the wider
management team and ensuring that the necessary resources are available to enable those objectives to be achieved. The Executive
Team has formal monthly meetings and meets more informally at other times between those meetings.
 
This separation of roles enhances the independent oversight of executive management by the Board and more closely aligns the
Board with shareholders. It also means that no one individual or group of individuals dominates the Board’s decision-making. This
oversight is further strengthened by the formal reservation of certain matters for the Board’s approval, as referred to on page 70.
The Directors’ powers are set out in the Company’s Articles of Association.
Peter Whiting is the Group’s Senior Independent Director. In performing this role, Peter acts as a sounding board to provide support
to the Chairman and the Non-Executive Directors. He also provides shareholders with a point of contact with whom they can meet
ifthey have any concerns which might not be addressed through normal channels, for example with the Chairman or Executive
Directors, and ensures that meetings with the Non-Executive Directors are held at least once per annum (or more regularly if
circumstances so require) to evaluate the Chairman’s performance. The Senior Independent Director serves as an important
intermediary role in FDM’s governance process. In carrying out his role, Peter ensures he maintains a thorough understanding of the
views of the Company’s shareholders. As stated above, Peter took part in a number of meetings with our largest shareholders in the
last quarter of the year.
Support available to the Board
All Board Directors have access to the Company Secretary, who advises them on Board and governance matters. The Board has
fullauthority to appoint and remove the Company Secretary. Members of the Audit Committee received external training covering
updates in corporate governance and corporate reporting. The Remuneration Committee Chair and the Company Secretary also
received external updates on developments during the year in governance and trends in shareholder expectations and good
practice relating to executive remuneration.
As well as the support of the Company Secretary, there is a procedure in place for any Director to take independent external
professional advice at the Company’s expense in the furtherance of their duties. As stated previously, the Chairman and the
Company Secretary work to ensure that comprehensive information is provided well in advance of Board meetings to give Directors
the time and materials they need to contribute to an eective and ecient Board.
 
Role of the Non-Executive Directors
The Group’s Non-Executive Directors have a broad and complementary mix of business skills, knowledge and experience acquired
across diverse business sectors and territories. This allows them to provide strong, independent, external perspectives to Board
discussions, which complement the skills and experience of the Executive Directors, facilitating a diversity of views aired at Board
meetings. This diversity of skills, expertise and backgrounds enables the Non-Executive Directors to oer specialist advice where
appropriate, enables robust and constructive debate and improves the quality of the decision-making process. At the same time,
italso reduces the likelihood of any one perspective prevailing unduly. A key role performed by the Non-Executive Directors is the
scrutiny of executive management in meeting agreed objectives and monitoring the reporting of performance. They also
constructively challenge and help develop proposals on strategy and ensure that nancial controls are rigorous and that the Group
isoperating within the governance and risk framework approved by the Board. The Chairman works to ensure a culture of open
andtransparent debate in Board meetings.
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Non-Executive Directors are appointed for an initial minimum period of three years and are subject to annual re-election at the
Company’s AGM. Their appointments then continue until terminated by either the Director or the Company giving notice to
terminate. They are all subject to regular re-election at AGMs and their appointments as Directors would end if they were not
re-elected by the shareholders. The terms and conditions of appointment of Non-Executive Directors, including the expected time
commitment, are available for inspection at the Company’s registered oce.
The Board regularly reviews the independence of each of the Non-Executive Directors. When determining whether a Non-Executive
Director is independent, the Board considers each individual against the criteria set out in the 2018 Code and also considers how
they conduct themselves in Board meetings, including how they exercise judgement and independent thinking. Taking these factors
into account, the Board considers that all the Non-Executive Directors are independent when assessed against the criteria specied
in Provision 10 of the 2018 Code.
Board commitment
When making new appointments, the Board considers other demands on Directors’ time to ensure that they are able to devote
sucient time and focus to their role at FDM. New external appointments may not be undertaken without the prior approval of the
Board, and where any signicant new appointments are approved by the Board, we intend to explain in the subsequent Annual
Report the Board’s rationale in giving that approval. For Executive Directors we recognise that external board exposure can be useful
as part of their development as Directors, but we will not normally permit them to take on more than one external non-executive
directorship of a publicly listed company (or another equivalent signicant appointment). Sheila Flavell is Deputy President of
techUK. Mike McLaren is a non-executive director and chair of the audit committee on the board of ActiveOps plc. No other
Executive Director currently has an external commitment.
Non-Executive Directors are expected to commit at least 24 days per annum to FDM and in practice may commit considerably more
time than this. The Board keeps this under regular review.
The current key external commitments of the Directors are included within their biographies on pages 63 to 65.
The Board has reviewed the time commitments of its Directors to ensure that they remain able to devote the appropriate amount of
time and focus to their work at FDM.
During 2021 the Board approved the following external appointments:
•
Mike McLaren (CFO) was appointed
as a non-executive director
and audit committee chair
of ActiveOps plc, which
is listed on AIM;
•
Michelle Senecal de Fonseca (Non-Executive Director) was appointed as a non-executive director of Alphawave IP Group plc,
which is listed on the main market of the London Stock Exchange; and
•
Jacqueline de Rojas (Non-Executive Director) was appointed as a non-executive director of IFS AB, a private company registered
in Sweden.
In approving these appointments, the Board considered the size and complexity of the relevant businesses, the work involved
intheroles, and the overall time commitments involved. The Board also recognises that there is a benet to FDM from enabling
itsdirectors to gain experience from operating on dierent boards, and to have a rounded exposure to a range of businesses
andmarkets.
The Board also notes that, although David Lister has a number of external commitments, none of the boards on which he serves
(other than the FDM Board) is with a listed company.
The Board considers that throughout the year all FDM’s Directors (including the Chair) have been, and will continue to be, able to
devote sucient time and focus to their respective roles at FDM.
Details of the remuneration received by each of the Executive Directors for the year ended 31 December 2021 are shown in the
single gure table presented on page 101 of the Remuneration Report.
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3. Composition, succession and evaluation
Composition of the Board
The Board currently comprises four Executive Directors and ve Non-Executive Directors (including the Non-Executive Chairman).
Further biographical details about each Director, including information on their prior experience, are set out on pages 63 to 65.
As required by Provision 11 of the 2018 Code, half the Board (excluding the Chairman) are independent Non-Executive Directors.
Board diversity policy
The Board is committed to the promotion of diversity and inclusiveness of all kinds throughout the organisation. In 2021, we
reported a median gender pay-gap of -9.6% (2020: -2.1%), and our mean gender pay-gap was 0.5% (2020: 0.4%). We have also been
pleased to participate again in the Hampton-Alexander Review which set a target for the percentage of women on FTSE boards and
leadership teams to reach one third by 2021.
We believe that by making the most of our dierences of approach, and using the collective experiences, backgrounds, skill sets and
knowledge of our talented and diverse employees, we will drive innovation and success and achieve more for our stakeholders. This
applies equally to our Board. The composition of our Board is vital to its eectiveness and that, in turn, enhances good governance.
In line with the targets set by the Hampton-Alexander Review and the Parker Review, at year end, 33% of our Board Directors are
female and one Director identies as Mixed White Asian. Diversity at Board level enables our employees who are from traditionally
under-represented groups to aspire to senior management positions. This strengthens diversity and inclusion throughout our
workforce, and directly supports our strategic aim to attract, train and develop high-calibre Mounties by making FDM attractive to
the widest possible group of people as a place for them to launch their careers in technology.
The Board’s primary obligation is to make appointments based on objective criteria to ensure that the best individuals are appointed
for every role. Within this context, the Board is committed to a policy of promoting a rounded Board which reects a diversity of all
relevant personal attributes, including skills, experience, educational and professional background, gender, race and age. In support
of this policy, the Board intends:
•
to consider all aspects of diversity including gender and ethnicity when reviewing the composition and balance of the Board as
part of the Board’s annual eectiveness evaluation;
•
to ensure that the succession planning and talent management programme includes initiatives to develop the
pipeline of talent,
to encourage and monitor the development of a diverse range of internal high-calibre employees and to promote diversity in
appointments to the senior management team who will in turn aspire to a Board position;
•
wherever possible to engage executive search rms who have signed up to the Voluntary Code of Conduct for Executive Search
Firms on gender diversity and best practice;
•
to require executive search rms to identify and present an appropriately diverse range of candidates for each vacancy;
•
to develop further the level, frequency and quality of interaction between Board members (including Non-Executive Directors in
particular) and those aspiring senior managers to enable them to gain more exposure to, and understanding of, the Board’s
work; and
•
to review this policy and report on progress on an annual basis.
Appointments to the Board, succession planning and talent management
There have been no new appointments to the Board during the nancial year. When making new appointments, the Board operates
a formal, rigorous and transparent procedure for the appointment of new Directors, the primary responsibility for which is
delegated to the Nomination Committee. There is more information about this procedure and the way the Nomination Committee
applies it on pages 93 and 94.
The Board recognises its responsibility for succession planning and regularly considers the balance of skills, experience and
knowledge of the Board, to ensure it remains appropriate to the business and that the Board is best placed to achieve the Group’s
strategic objectives. The Group’s People Team has in place a Talent Management and Succession Planning programme with the
following key elements:
•
Building eective succession by proactively managing risk and distributing key knowledge and skills more widely;
•
Ensuring a well-prepared pipeline of talent in advance of requirements arising, based on merit and objective criteria, and to
identify and resolve any gaps in the pipeline; and
•
Focussing on the skills and diversity of representation which the business needs to ensure sustained future growth.
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The programme is designed to promote sustainable organisational performance through smooth succession and to provide
investors with assurance that there is stability of talent within the FDM Group. By further developing diversity in our organisation,
we ensure we can draw from a range of experiences, backgrounds and approaches which should help us to avoid “groupthink” and
maximise our ability to recognise potential opportunities and threats. The programme also provides our senior managers clarity
with regard to career paths, which will enable increased engagement and improved retention of key talent. The Nomination
Committee will continue to monitor progress of the programme in the coming year.
 
Board induction and development
On appointment, each Director takes part in a tailored induction programme, designed to give him or her an understanding of the
Group’s business, governance and stakeholders.
Elements of the programme include:
•
Briengs from senior management to provide a business overview, update on current trading conditions and strategic
commercial issues;
•
Meetings with the Company’s key advisors and major shareholders, where necessary;
•
Meetings with employees at dierent FDM Academies and centres;
•
Provision of a legal and regulatory memorandum and brieng on the duties of directors of listed companies;
•
Details of the Group’s corporate structure, Board and Committee structures and arrangements and key policies and
procedures; and
•
The latest statutory nancial reports and management accounts.
The Chairman, in conjunction with the Company Secretary, ensures that Directors are provided with updates on changes in the legal
and regulatory environment in which the Company operates. These are incorporated into the annual agenda of the Board’s activities
along with wider business and industry updates. The Company’s principal external advisors provide updates to the Board, at least
annually, on the latest developments in their respective elds, and relevant update sessions are included in the Board’s meetings.
The Company Secretary updates the Board as appropriate on developments in corporate governance and any relevant legal or
regulatory changes. In this way, each Director keeps their skills and knowledge current so that they remain competent at fullling
their role, both on the Board and on any Committee of which they are a member. Specic training and development needs of
individual Directors are explored as part of Board evaluations (and may be requested by individual Directors directly) and are
addressed by the provision of in-house training or external courses, as appropriate. Non-Executive Directors also experience
development in the course of the outside roles they may hold, which contributes to the currency of their knowledge and experience
in performing their work at FDM.
Evaluation of the Board and its Committees
In accordance with current best practice and the 2018 Code, the Board undertakes a rigorous and formal annual evaluation of
itsperformance and eectiveness and that of each Director and its Committees. The process is led by the Nomination Committee,
andit is the Board’s policy to invite external advisors to assist with that evaluation every three years.
In the nal quarter of the 2021 the Board eectiveness evaluation was facilitated externally by Lien Consulting Limited, an
independent consultancy rm, whose only connection with the Group is its work on the Board evaluation. An externally facilitated
evaluation was last carried out in 2018. Further information about this year’s Board evaluation can be found in the Nomination
Committee Report on pages 94 and 95.
The Non-Executive Directors met without the Chairman to evaluate David Lister’s performance as Chairman and concluded that he
had operated eectively in the role.
Re-election of Directors at the 2022 AGM
The Company’s Articles of Association require that existing Directors oer themselves for re-election at intervals of no more than
three years. At the 2022 AGM, in compliance with Provision 18 of the 2018 Code (and reecting the Company’s membership of the
FTSE 250), all Directors will retire and oer themselves for re-election.
In determining whether a Director should be proposed for re-election at the 2022 AGM, the Board took into account the Nomination
Committee’s advice based on the results of a review of each Director’s contribution to the Board’s eectiveness, which formed part
of the 2021 Board evaluation. This review conrmed that all Directors continue to be eective and demonstrate commitment to
their roles and so the Committee recommended their reappointment.
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4. Audit, risk and internal control
Financial and business reporting
In its reporting to shareholders, the Board recognises its responsibility to present a fair, balanced and understandable assessment
of the Group’s position and prospects. The Board has ensured that processes are in place to achieve this and more information on
the processes can be found in the Audit Committee Report on page 89. A statement of the Directors’ responsibilities in relation to
the nancial statements is set out on pages 118 to 119.
Independence of internal and external audit functions
The Board has in place processes which are managed on its behalf by the Audit Committee, and which are intended to ensure that
the services provided by the internal and external auditors remain independent and eective. Further information on these
processes is set out in the Audit Committee Report on pages 89 and 90.
Risk management and internal control
The Board is ultimately responsible for maintaining sound risk management and internal control systems and for reviewing their
eectiveness. These systems are designed to meet the Group’s needs and to manage the risks to which it is exposed, including the
risks of failure to achieve business objectives and of material misstatement or loss. However, such risks cannot be eliminated.
TheGroup’s systems can only provide reasonable but not absolute assurance. They can never completely protect against factors
such as unforeseeable events, human fallibility or fraud.
The Board has established a continuous process for identifying and managing the signicant risks faced by the Group (in accordance
with the Financial Reporting Council’s ‘Guidance on Risk Management Internal Control and Related Financial and Business Reporting’
(September 2014)). This process has been in place for the year under review and up to the date of approval of the annual report.
The Group’s principal risks are recorded in a Group Risk Register which is updated twice a year by the management team and
reviewed by the Executive Team. After each update it is reviewed by the Audit Committee and then submitted to the Board for
approval. The Board’s view of the Group’s key risks and how the Group seeks to manage those risks is set out on pages 32 and 33.
The Group has in place appropriate internal control and risk management systems around nancial reporting. The Group’s
accounting function is centralised and nancial information is held on a central accounting system from which internal management
reporting, budgeting and external reporting is collated.
The Board regularly reviews the eectiveness of the Group’s internal controls.
An outsourced Internal Audit function is in place for the Group and the scope of work undertaken during 2021 was carried out
inaccordance with the annual Internal Audit Plan which was discussed and approved in advance by the Audit Committee.
Amoredetailed overview of the areas of focus and programme of work undertaken by the Internal Audit team in the year
appearson page 89.
The key elements of the system of internal controls include:
•
The Board meets on a regular basis and is responsible for the operational strategy, reviewing operating results, identication
and mitigation of risks and communication and application of the Group’s policies and procedures;
•
The Group has a clear organisational structure with dened responsibilities and accountabilities;
•
Regular reports are made available to the Board on key developments, nancial performance against budget and prior year
and operational issues in the business;
•
Operational and nancial controls and procedures are in place including authorisation and approval policies for nancial
expenditure; authorisation and approval policies for contracts and agreements; signing authorities; IT application controls; and
appropriate segregation of duties and reviews by management. Further, there are additional procedures in place to address
other risks to the business, including a Code of Conduct and Ethics, an Anti-Fraud policy, an Anti-Slavery and Human Tracking
policy, an Anti-Bribery and Corruption policy, and a Conicts of Interest policy;
•
The Group’s nance function is centralised;
•
The Group has implemented a portal to deliver training to all employees on key regulatory and compliance matters such as
Health and Safety, Workplace Harassment and Information Security and the General Data Protection Regulation. Successful
completion of the training is monitored, and employees’ understanding can be refreshed as appropriate;
•
An outsourced Internal Audit function is in place, working for and reporting back to the Audit Committee;
•
A formal budgeting process occurs annually. The budgets and forecasts are reviewed, approved and monitored by the Board;
and
•
Regular meetings occur between the Executive Board and senior management team.
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5. Remuneration
The Remuneration Committee is focussed on ensuring that remuneration policies and practices for Executive Directors and other
senior managers support the Group’s strategy and promote long-term sustainable success. Targets and metrics for bonuses and
long-term incentives are reviewed annually by the Committee to ensure that they incentivise the behaviours which are necessary to
deliver the Group’s strategy and promote long-term sustainable success. The primary aim of the strategy established by the Board is
to deliver the Group’s purpose (which is described in further detail on page 4). Setting executive remuneration in a way which
promotes the delivery of that strategy ensures that remuneration is aligned to the Group’s purpose and values.
The Board delegates responsibility for developing policy on executive and senior managers’ remuneration to the Remuneration
Committee to ensure that the development of the policy is formal and transparent. The Committee regularly seeks independent
advice from its external remuneration advisors and keeps itself informed about market trends in executive remuneration and on
remuneration-related areas which are important to the Group’s shareholders. The Committee consults with key shareholders prior
to making signicant changes in the Remuneration Policy.
The Directors’ Remuneration Policy contains detailed and transparent information about the rationale behind its key provisions to
enable shareholders to understand the link between the policy and delivery of the Group’s long-term strategy. Each member of the
Remuneration Committee exercises independent judgement and discretion when authorising remuneration outcomes, in line with
the policy.
The Board as a whole takes responsibility for approving the remuneration of Non-Executive Directors.
The Directors’ Remuneration Report provides more detailed information about the work of the Remuneration Committee, as well
assetting out the Company’s proposed new policy on remuneration and detail of the remuneration of each Director.
The Corporate Governance Report was approved by the Board on 16 March 2022 and signed on its behalf by:
David Li
ste
r
Chairman
16 March 2022
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A
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R
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Chair’s introduction
On behalf of the Board, I am pleased
topresent the Audit Committee Report
for the year ended 31 December 2021.
This report, which has been prepared in
accordance with the 2018 Code, provides
an overview of the Committee’s key
responsibilities and information about its
activities and matters it has considered
during the year.
Although the most severe economic
impacts of the COVID-19 crisis were
largely conned to 2020, the UK
remained subject to various lockdown
restrictions for most of the rst half of
2021, with restrictions on the ability of
our sta to work in the oce, restrictions
on global travel, and other restrictions of
varying levels in all of the other territories
where we operate. These continuing
global economic, operational and social
disruptions continued to aect our
business and our clients’ businesses in
dierent ways. The Committee continued
careful monitoring of the nancial
performance of the Group, and obtained
assurance from management that the
Group’s key nancial controls continued
to operate as designed, despite
continued remote working during
lockdowns. The Committee also applied
scrutiny to management’s stress testing
of the nancial and business models.
TheExecutive Team’s focus on a strong
balance sheet and prudent cash buer
have continued to provide assurance to
the Board that the business is in a solid
position to continue as a going concern
despite the macro-economic challenges
which continued into 2021. The
Committee was also able to support the
Board in its assessment of the viability
ofthe Company over the longer term.
In 2021, the Internal Audit plan included
a detailed follow-up review of some
ndings identied in previous reviews of
IT security, People Management and
Compliance. The review found that
improvements had been made in many
areas, and others were in progress. In
addition, the Internal Audit function
undertook new reviews of our
management of enterprise risks, and an
assessment of nancial controls which
found that those controls have continued
to work eectively throughout the
period. Further details of the work
undertaken by the Internal Audit team
during 2021 are set out on page 89.
I visited FDM’s Finance Team in June at
our oce in Brighton. I was reassured to
receive comprehensive updates from the
experienced and stable management
team on their work and the controls in
place to mitigate risk in this area of the
business. I also received an update on
preparatory work for our TCFD reporting
this year.
Eective risk management is critical to
the delivery of the Group’s strategic
objectives. The Board establishes the
nature and extent of the risks which it is
prepared to take in order to achieve its
strategic aims, and is responsible for
ensuring that the Group’s internal control
and risk management systems are
eectively managed across our business.
The Board has delegated to the Audit
Committee responsibility for oversight
ofthe measures we have in place, and
reviewing the eectiveness of the risk
management process remains one of the
most important areas of focus for the
Committee’s work.
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As in previous years, the Committee
carried out a review of the Group’s risk
management process. Our overall
conclusion is that the process continues
to operate eectively across the Group.
The Committee is reassured that our
enhanced approach
to reviewing
potential
risks, which includes discussions with a
wider range of employees within the
organisation, has shown that risk
management is embedded in the culture
of our business. This process is designed
to provide us with earlier visibility of
potential emerging risks, and has been
successful in increasing the breadth of
information available to us to update our
assessment of risk. The Internal Auditors’
review of this area concluded that our
approach to risk management is robust
and eective for a business of our size
and complexity, and has also given us
some helpful suggestions as to how we
might develop our approach in this area.
Further information about the principal
risks to our business is set out on
pages32 to 39.
The risk of cyber-attacks and the threats
to data security are ever increasing and
the Committee continues to receive
regular updates from the Chief
Information Ocer and his IT
Securityteam.
The Committee continues to provide
appropriate challenge to the decisions
and approach taken by the management
team in relation to the content and
disclosures within the Group nancial
reports and, in particular, has challenged
management to explain the rationale and
basis for key judgements and estimates
before accepting them. The Committee
aims to ensure that the information
which is provided about the key
judgements and estimates made is clear
and helpful, and assists investors in
reaching a fair assessment of FDM’s
nancial position. The Committee has
also focussed on ensuring that
disclosures are fair, balanced and
understandable. The key management
judgement areas and signicant nancial
reporting items in respect of the nancial
year are disclosed in this report on
page88.
During the year we continued to monitor
the potential regulatory developments
which are emerging from the
Competition and Markets Authority
(“CMA”), Kingman and Brydon reviews.
The Committee discussed at length the
issues raised in the consultation
document published by the BEIS Select
Committee on the Future of Audit, and
assisted the Board in putting forward a
detailed response to the consultation.
Wehave commenced our planning for
some of the recommendations which are
likely to emerge from the consultation.
As the results of the consultation emerge,
the Committee will ensure that we
implement any changes which may be
required in a way which adds value to
theCommittee’s work and enhances
assurance for our stakeholders.
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Role of the Committee
The Committee is appointed by, and reports to, the Board. The Committee’s terms of reference were updated during the year to
reect the changes in the 2018 Code. The terms of reference are available in the Corporate Governance section of the Group’s
website at
www.fdmgroup.com
.
The key responsibilities of the Committee are to:
•
Monitor the application of nancial reporting and internal control principles set out in the 2018 Code, and to maintain an
appropriate relationship with the Company’s auditors;
•
Monitor the integrity of the nancial statements of the Company and any formal announcements relating to the Company’s
nancial performance, including any signicant nancial reporting judgements contained in them;
•
Provide advice to the Board on whether the Annual Report and Accounts, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for shareholders to assess the Company’s position and performance,
business model and strategy;
•
Review the Company’s internal nancial controls and the Company’s internal control and risk management systems;
•
Agree the scope of work for the Internal Auditors and review their reports and ndings;
•
Monitor and review the eectiveness of the Company’s internal audit function;
•
Review the arrangements by which the Company’s sta may raise concerns in condence about possible improprieties in
matters of nancial reporting or other matters, and ensure that arrangements are in place for the proportionate and
independent investigation of such matters and for appropriate follow-up action;
•
Ensure compliance with laws, regulations, ethical and other issues;
•
Make recommendations to the Board, and for approval by shareholders, on the appointment, reappointment and removal of
the external auditors;
•
Agree the scope of the external audit and review the reports and ndings of the external auditors;
•
Monitor the external auditors’ independence and objectivity and the eectiveness of the external audit process;
•
Oversee the engagement of the external auditors to supply non-audit services; and
•
Manage the external audit tender process.
Priorities
Last year, in addition to the business-as-usual work, the Committee set itself some key priorities for 2021 with which we have
progressed, as outlined below:
2021 priorities
Progress
Monitor the impact of the
ongoing changes to the UK’s
relationship with the EU as
legal and trading
arrangements evolve.
Our business model has proved to be resilient against many of the threats and uncertainties
which are commonly perceived to arise from Brexit. Some changes to employment and
immigration rules in some of our European locations have required us to make some
operational adjustments, but the impact has not been signicant. We will continue to monitor
this work in 2022 as the new framework settles into place and its impact on our clients’
businesses becomes clearer.
Review the Group’s cyber
security arrangements.
During the year, the Committee received regular updates from the Chief Information Ocer
and the Information Security team on their work. The Committee has been encouraged by
the evident technical knowledge of the IT teams and the steps they have taken to protect
FDM. As required, changes have been made to increase resilience, including mitigations
tokey person risk and enhancements to succession planning in the IT security team.
TheCommittee believes that, when businesses are subject to cybersecurity breaches
notwithstanding the technological protections in place, the impact can evolve rapidly from an
IT issue to an operational, commercial and reputational problem. The Committee therefore
asked the Chief Information Ocer to engage with an external expert with direct experience
of dealing with these matters. The Executive Team is now reviewing the arrangements which
are in place to deal eectively with the aftermath of such an event and the Committee will
monitor the progress of the review.
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2021 priorities
Progress
Monitor the impact of
COVID-19 on the Group’s
business.
The Committee has invited the CEO and CFO to attend its meetings regularly during 2021 to
enable close monitoring of the impact of the pandemic on the Group’s trading and nancial
position. Management has continued to take a prudent nancial approach, maintaining a
robust balance sheet and strong cash management to maximise resilience, whilst also doing
the right thing by trainees, Mounties and internal sta to ensure their wellbeing and the
sustainability of the business.
Monitor Regulatory Change,
focussing in particular on
proposed changes to
regulation of the statutory
audit profession and of audit
committees.
In 2020 the reports of the CMA study of the audit market and the Brydon review were
published, and in 2021 the Business, Energy and Industrial Strategy Select Committee (“BEIS”)
inquiry into “The Future of Audit” published its consultation document. The Committee
discussed the consultation document at length and drafted a detailed response which was
reviewed by the Board and submitted to BEIS on behalf of FDM. The proposals are wide-
reaching and have the potential to signicantly change the Committee’s role and ways of
working, and the manner in which the Company’s external auditors will approach their work.
We will continue to monitor this area as BEIS responds to the consultation, and legislative
proposals are brought forward by the UK Government.
Review the impact of
digitalisation and new ways
of working, including
information security risk in
the expanded work
environment.
The CIO and his team provide regular updates to the Committee on matters relating to
information security, including in the context of changes to working patterns which have
arisen over the last two years. The Committee is satised that appropriate measures are in
place to manage these risks. The Group’s Academy Transformation team reported to the
Board as a whole in September 2021 on its work, including plans to virtualise the Academy
environment and the key part that technology will play in facilitating the implementation.
Climate change risk and
environmental sustainability,
and our reporting on it.
The Committee has received updates during the year on our approach to SECR and the
framework put forward by the TCFD. FDM has been working with an external sustainability
consultancy to analyse its baseline carbon footprint and develop a plan to make meaningful
reductions in our carbon emissions by 2030. Further information can be found on pages 50
and 56. The Committee continues to monitor the quality of the Group’s reporting on these
matters.
In the nal quarter of the year the Internal Audit team carried out a review of the design and
eectiveness of the governance, risk-management and controls in place for FDM’s ESG
reporting, with a view to ensuring valid reporting of these matters against the underlying
data held in FDM systems. The review found that FDM was ahead of some of its peers in the
range of social metrics reported. It also identied some areas for minor improvement
including (i) minimising the reliance on manual processes to reduce the risk of errors
appearing in a few specic categories of environmental and social disclosures; and (ii)
strengthening governance and strategy to ensure that reported topics and metrics matched
the areas of most interest to readers of the report.
Review disaster and crisis
preparedness, operational
resilience, and lessons
learned from the response
toCOVID-19.
The Group’s Business Continuity Plan has been updated to reect the lessons learned from
our response to COVID-19. The CIO and his team will continue to update the Committee on
matters specic to the Business Continuity Plan.
Annual review of nancial
controls.
The Internal Audit team carried out its annual review of Financial Controls during the year
and reported that the controls tested were operating eectively. Management has adopted
recommendations to the processes which will enable the documentation of control
descriptions to be claried or improved.
Embed a culture of risk
awareness into the
development of new
projects.
The Internal Audit team carried out a review of risk management processes across the
organisation which made some recommendations for the enhancement of mechanisms to
identify, capture and mitigate risks in internal projects. The project manager responsible for
the implementation of current internal IT systems projects also reported to the Committee
on the current status of those projects and the Committee was able to gain assurance on the
management of risk in those projects.
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In addition to continuing to focus on a number of the issues referred to above, in the coming year the Committee intends to
focus on the following:
•
The Group’s nancial controls framework
•
The ndings and recommendations of each of the Internal Audit reviews carried out during the year in accordance with
the 2022 Internal Audit Plan
•
Running a competitive tender process in respect of the external auditor appointment (see page 90 for further details)
Composition of the Committee
During the year, the members of the Committee were Alan Kinnear (Chair of the Committee), Michelle Senecal de Fonseca and
PeterWhiting.
The Board is satised that Alan Kinnear, a chartered accountant with signicant nancial and audit experience in a public
companyenvironment, has the recent and relevant nancial
and accounting experience required by the
2018 Code. MichelleSenecal
de Fonseca and Peter Whiting also have experience in nancial and reporting matters through their other business experience and
current external roles. The Committee as a whole has a suciently wide range of business experience and expertise, including
signicant experience and competence in the sector within which FDM operates, such that the Committee is in a position to full its
role eectively.
In compliance with the 2018 Code, the Committee membership is limited to independent Non-Executive Directors of the Company.
Members’ experience is documented in their biographies included on pages 63 to 65.
The Committee’s agenda
The Committee has a broad agenda of business which focusses on the Group’s assurance, risk and audit processes through a series
of scheduled meetings during the year. The agenda follows an annual plan which is set in advance in discussion with senior
management, the nancial reporting team, the external auditors, and the Internal Audit function. The annual plan incorporates
items driven primarily by the nancial calendar of the Group but also includes work on the Internal Audit programme and is adapted
through the year to address any other relevant matters which may require the Committee’s attention.
The Committee acts autonomously and sets its own agenda in addition to routine matters and those suggested by the main
Board.In setting the agenda, the Committee keeps in mind the regulatory framework, the 2018 Code and the FRC’s Guidance on
Audit Committees.
The Committee met four times during the nancial year with all members in attendance. During the year, the ChiefExecutive Ocer,
Chief Financial Ocer, Chief Information Ocer, Group Financial Controller, Head of Commercial Finance and Group Data
Protection Ocer attended certain meetings at the invitation of the Committee to ensure that the Committee remained fully
informed of events and developments within the business. Presentations were received on legal, regulatory, IT security, business
continuity and disaster recovery matters, contributing to the Committee’s role in monitoring the management ofrisk.
The Group’s external auditors, PwC, attended each of the four Committee meetings during 2021. On a number of occasions after
theformal meetings during the year, PwC had the opportunity to hold an informal discussion with the Committee members without
any of the executive management team being present. The Committee Chair also met with PwC on several occasions outside of
theCommittee.
The Internal Auditors, KPMG LLP (“KPMG”), attended all four meetings during the year to discuss plans for their programme of work
and to present their ndings. KPMG attend for the full duration of each meeting, as the Committee believes that the eectiveness
ofthe Internal Audit function is enhanced by an understanding of other matters covered at the meetings, and of the external audit
work being carried out by PwC. KPMG and PwC have direct access to the Committee Chair.
In addition to the meetings of the Committee, the Committee Chair and other Committee members met with other members of the
Finance team, senior management and regional operating management during the year.
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Activity
Principal activities during the year
The following principal activities have been carried out by the Committee during the nancial year:
March 2021
•
Reviewed the Internal Audit plan for 2021, making some adjustments to reect the Committee’s updated priorities
•
Received a report from KPMG covering their review of People Management processes
•
Received a presentation from PwC on their audit of the nancial results for the year ended 31 December 2020, and reviewed
the Auditors’ Report to the Audit Committee
•
Reviewed the latest updates to the Group Risk Register
•
Reviewed and recommended to the Board the approval of the Preliminary Announcement and the 2020 Annual Report.
Thiswork included: ensuring that the report is fair, balanced and understandable; reviewing the signicant judgements
applied in the Annual Report; reviewing disclosures and the summary of signicant accounting policies; considering the
appropriateness of the going concern statement and the viability statement; reviewing the Directors’ statement about the
performance of their statutory duties under s.172 of the Companies Act; and approving the statement of principal risks to
the business as set out in the Annual Report
•
Approved the Committee’s agenda for the remainder of 2021
•
Considered the requirements of Committee members for additional training and development in areas relevant to the
Committee’s business
May 2021
•
Approved the updated Internal Audit plan for the period 2021 to 2022
•
Received a report from KPMG following the Internal Audit review of the Treasury function
•
Received an update from the Group Financial Controller on the roll-out of the new timesheet and billing system
•
Received an update from the Group Data Protection Ocer on steps in place to monitor and mitigate IT Security and Data
Protection risks
•
Received an update on the reporting, accounting and governance changes applicable to the Group
•
Considered the Group’s response to the BEIS Consultation on “Restoring Trust in Audit & Corporate Governance”
•
Reviewed the Audit Committee’s Terms of Reference and identied areas for updating
•
Reviewed the eectiveness of the Audit Committee
•
Reviewed the eectiveness of the external auditors
•
Considered the eectiveness of the Internal Audit function
July 2021
•
Received a progress report from KPMG on the ongoing Internal Audit testing of nancial controls
•
Received an update from the CIO on IT Risk planning
•
Received an update from the Group Financial Controller on updates to Systems and Controls
•
Reviewed the Interim Report, including the going concern statement and key disclosures, and recommended its approval
tothe Board
•
Reviewed and approved the statement of principal risks and uncertainties set out in the Interim Report
•
Received a report on the review of, and updates to, the Group Risk Register
•
Reviewed and approved the letter of engagement for the external auditors
•
Reviewed PwC’s report to the Committee (interim review for the six months to 30 June 2021)
November 2021
•
Reviewed and approved PwC’s year-end audit plan and fees for the audit of the 2021 nancial results
•
Received a report on the ndings of the Internal Auditors following: i) their review of ERM Risk Management; and ii) their
follow-up review of People Management, IT Security, and Compliance
•
Undertook an initial scoping discussion for the 2022 Internal Audit Plan
•
Received an update on reporting, accounting and corporate governance changes and the processes and key themes for
inclusion in the Annual Report 2021
•
Received a progress report on the implementation of the key IT Systems Projects and the management of risks within
thoseprojects
•
Undertook a review of whistleblowing and anti-bribery policies and procedures
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In addition to the work outlined above, as a standing item on the agenda of every meeting, the Committee reviews the level of
feesincurred with PwC on non-audit work to ensure compliance with the Group’s policy on non-audit fees. During 2021, the only
non-audit work performed by PwC has been their review and report on the Group’s half-year nancial statements.
In May 2021, PwC delivered an informal session to update the Committee on key changes to corporate reporting and governance,
including the UK regulatory environment, reporting practice amongst FTSE 250 companies, and the stakeholder agenda.
Signicant nancial reporting items
The Committee scrutinises matters it considers important by virtue of their potential impact on the Group’s results or the degree of
estimation or judgement involved in their application to the Consolidated Financial Statements. To this end, the Committee receives
regular reports from the Chief Financial Ocer and the Group’s external auditors, PwC. During the year the Committee challenged
management in respect of their underlying rationale and basis for key judgements and estimates before accepting them. The
Committee has considered all signicant estimates and judgements identied in note 4 to the Consolidated Financial Statements,
having received drafts of the Annual Report and Accounts in sucient time ahead of signature to enable a thorough review, and
allow for the opportunity to challenge and discuss the Report’s content.
The main areas of focus are set out below:
Area of focus
Steps taken to address each area
Revenue
Revenue in respect of non-receipted timesheets is
accrued at a percentage of the estimated contract
value where timesheets have not been received at the
cut-o date.
The introduction of the Group’s automated time recording system
has reduced the risk of revenue being misstated. The Committee
discussed and reviewed revenue recognition in detail with
management and PwC and remains satised that Group accounting
policies with regard to revenue recognition have been adhered to
and that estimates remain appropriate.
Share-based payments
For a seventh consecutive year, the Company granted
awards under the FDM Performance Share Plan
(the“PSP”). Associated with accounting for the awards
are estimates relating to the number of shares which
will vest.
The Committee is informed of the key assumptions and estimates
applied in calculating the share-based payment charge. The
Committee is satised that the assumptions and estimates applied
are appropriate.
Going concern and viability
The Committee has considered the going concern
basis assumed within the nancial statements and
viability period. The underlying assumptions, the
reasonableness of those assumptions and the
headroom available were considered as part of the
Committee’s review. The review also considered the
impact of a range of sensitivities on the key
assumptions.
The Committee received and reviewed a paper prepared by the
Finance team supporting the adoption of the going concern basis
and the appropriateness of the viability period. The Committee is
satised with the judgements in these areas, including that the risk
of climate change on the business is low, and that sucient work
was performed to enable the Committee to conclude on the
adoption of the going concern basis. The Committee reviewed and
concurred with the reasonableness of the viability period included
within the viability statement on page 39.
Provisions
The Committee has considered the requirements of
IAS 37 ‘Provisions, contingent liabilities and contingent
assets’ in determining the appropriateness of the
accounting for, and disclosure of, provisions,
contingent assets and contingent liabilities within
theAnnual Report.
The Committee has discussed with PwC and management the
accounting for, and disclosure of, provisions, contingent assets and
contingent liabilities, including where it relates to open legal claims,
and are satised that the application of IAS 37 is appropriate.
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Fair, balanced and understandable
As requested by the Board, the
Committee has considered whether,
inits opinion, the Annual Report and
Accounts 2021 is fair, balanced and
understandable and provides the
information necessary for shareholders
to assess the Group’s position and
performance, business model and
strategy. In forming its opinion, the
Committee considered the information
it had received and the discussions that
have taken place with senior managers
inthe business.
All members of the Committee received
afull draft of the Annual Report and
Accounts two weeks prior to the meeting
at which it was required to provide its
nal opinion. The Committee reviewed
the report to ensure that: it provided a
balanced reection of the Group’s
performance; the presentation of
adjusted measurements was relevant
and understandable; all material matters
were considered; and there was internal
consistency and there were linkages
throughout, including the presentation
ofthe risks and signicant judgements.
The Committee concluded that the
Annual Report and Accounts 2021, taken
as a whole, was fair, balanced, and
understandable, and considers that it
provides the information necessary for
shareholders to assess the Group’s
position and performance, business
model and strategy. The Committee
made a recommendation to the Board
tothis eect. The Directors’ statement
ofresponsibilities on a fair, balanced
andunderstandable annual report is
given on page 119.
Internal control and risk management
The Committee is responsible for
monitoring and reviewing the
eectiveness of the Group’s internal
control and risk management systems.
This is achieved by the presentation and
review of management reports relating
to internal control and risk management
systems as well as reports from Internal
Audit throughout the year. Through
monitoring the eectiveness of its
internal controls and risk management,
the Committee maintains a sound
understanding of the Group’s trading
performance, its key judgemental areas
and management’s decision-making
processes.
The key elements of the Group’s internal
control framework and procedures are
set out on page 80.
Internal Audit
The Committee oversees and monitors
the work of the Internal Audit function,
which is wholly outsourced to KPMG.
TheCommittee considers that it remains
appropriate to outsource the Internal
Audit function for the following reasons:
rst, outsourcing ensures the process is
independent and second, itguarantees
that specialist input is available when
required, taking into account the
international nature of FDM’s business
and the need for technical specialism,
particularly when reviewing non-nancial
areas of the business.
The Internal Audit Plan for 2021 was
reviewed by the Audit Committee in
March 2021 and approved in May 2021.
The Plan is risk-based, prioritising
reviews
of the areas which are identied as
principal risks in the Group Risk Register,
and covering all key nancial, operational
and regulatory parts of the business.
Specically, in 2021, the Committee
received reports on reviews of the
following areas:
•
Financial Controls;
•
Enterprise Risk Management; and
•
A detailed follow-up review of
ndings identied in previous
reviews of the following areas:
ITsecurity, People Management
andCompliance.
In March 2022, the Committee received
areport on the Group’s ESG reporting
which included a review of the design
and eectiveness of the governance, risk
management and controls in place for
ESG reporting in addition to validating
the ESG reporting included in the 2020
Annual Report.
The ndings from the reviews were
presented to the Audit Committee during
the period. No serious weaknesses were
identied by the Internal Audit reviews
and improvements were noted in all the
areas covered by the follow-up reviews.
Where further work is required, detailed
action plans have been put in place
which specify target dates for addressing
those ndings.
The eectiveness of the Internal Audit
function’s work is monitored on an
ongoing basis using a number of inputs,
including the reports received, the Audit
Committee’s engagement with the Group
Financial Controller who is the Group’s
primary point of contact with the internal
auditors, and an assessment during the
year of the internal auditors’
performance against the KPIs identied
in the Internal Audit Plan. The Audit
Committee considers that the Internal
Audit process is an eective tool in the
overall context of the Group’s risk
management systems.
The Audit Committee Chair also met with
the Internal Audit team in advance of
every meeting without management
present.
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External auditor
PwC is the Group’s current external
auditor, having been appointed in 2013.
The Group keeps this appointment under
review and, in line with current legislation
(see next paragraph below), has
commenced a competitive tender
process to appoint an external auditor
beginning with the audit in respect of the
nancial year ending 31 December 2023.
The Audit Committee believes that a
competitive tender will assist the
Committee in ensuring the continued
high quality of the external audit and will
ultimately be in the best interests of our
shareholders. The tender process is
underpinned by a tender framework
document which has been approved by
the Audit Committee and which includes
the tender timetable, the shortlist of
rms that are being invited to tender, the
assessment criteria and the composition
of the tender committee. The nal
selection decision will be made by the
Audit Committee following the nal
presentations by the audit rms
participating in the tender process.
Theprocess is due to be completed
before the end of the year.
The Statutory Audit Services for Large
Companies Market Investigation
(Mandatory Use of Competitive
TenderProcesses and Audit
Committee Responsibilities) Order
2014 (“CMAOrder”).
The Company conrms that it has
complied with the provisions of the CMA
Order for the 2021 nancial year. In
accordance with the CMA Order, the
Company is required to put the external
audit contract out to tender not later
than 2023. The Group has commenced a
competitive tender process to appoint an
external auditor beginning with the audit
in respect of the nancial year ending
31 December 2023. Further information
about this process is set out in the
paragraph above.
Auditors’ independence and objectivity
Both the Committee and the Board keep
the external auditors’ independence
under review. Since July 2016, the
Committee has been monitoring the
feespaid to the external auditors for
non-audit work at each Committee
meeting. Any non-audit work which will
result in fees exceeding £5,000 must be
approved in advance by the Committee
Chair. More substantial work involving
fees exceeding £50,000 requires the
approval of the Committee as a whole.
The Group receives a formal statement
of independence and objectivity from
PwC each year, and conrmation that
PwC’s partners and sta have complied
with UK regulatory and professional
requirements, including the Ethical
Standard 2019 issued by the Financial
Reporting Council. The Committee also
obtains quotes in a competitive tender
for all non-audit work performed, other
than for the auditors’ review of the
half-year results.
Fees for non-audit work carried out by
PwC as a percentage of audit fees for the
year ended 31 December 2021 were 22%
(2020: 22%) and related solely to PwC’s
review of our Interim Report. Further
disclosure of the non-audit fees paid
during the year ended 31 December
2021 can be found in note 8 to the
Consolidated Financial Statements.
External audit partners are rotated every
ve years. The external audit partner in
respect of the 2021 nancial year has
been Katharine Finn, who has now
completed two years in the role.
The Group continues to engage KPMG,
an independent accounting rm, to
perform Internal Audit work to further
ensure that the independence and
objectivity of the external auditors is
notcompromised.
Eectiveness of external auditors
During the year, the Committee reviewed
the eectiveness and independence of
the external auditors, using a
questionnaire which was completed
by key members of the Finance team
and each member of the Committee.
The questionnaire asked individuals to
rate the performance of the PwC audit
team in the following areas: knowledge
and expertise; independence and
objectivity; eectiveness of the planning
process; ability to rmly challenge
management; and quality of audit
deliverables. The feedback from the
questionnaire was then used as the basis
for a more wide-ranging discussion at the
meeting held in May 2021 (at which PwC
were not present). The Committee
reviewed the external auditors’
discussions with, and reports to, the
Committee over the year to examine the
degree of objectivity exercised by the
external auditors, the robustness of their
challenge to management, their views
oncontrols around the Group and their
testing of areas which involved the
exercise of judgement by the
management team. Based on the
feedback and their further discussions,
the Committee concluded that:
•
the overall audit approach,
materiality threshold and areas of
audit focus were appropriate to the
business;
•
the auditors had displayed the
necessary level of challenge and
objectivity to demonstrate an
appropriate level of independence;
and
•
the audit team possessed the
necessary quality, expertise and
experience to provide an
independent and objective audit.
The ndings were fed back to PwC by the
Chair of the Committee.
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Whistleblowing
The Group has in place a whistleblowing
policy which enables employees to report
concerns on matters aecting the Group
or their employment, without fear of
recrimination.
Whistleblowing and other compliance
matters were reviewed by KPMG during
the year. One recommendation from this
review, being the introduction of an
external independent whistleblowing
helpline, is being considered.
The Committee reviewed the Group’s
whistleblowing policy and procedures in
October 2021 and is satised that they
remain appropriate. There were no
instances of whistleblowing during the
year. The key aspects of the review were
then discussed at the next meeting of the
full Board.
Anti-bribery and corruption policy
The Group has a zero-tolerance policy
tobribery and corruption. The Group’s
Anti-bribery and Corruption policy is
issued to all employees, and training is
provided to all current employees and
new starters to ensure that they
understand the Group’s policy and the
importance of compliance. The
Committee reviewed the eectiveness
ofthe policy in December 2021 and
concluded that it remains an eective
tool for managing the anti-bribery and
corruption risks faced by the Group.
Audit Committee eectiveness
An evaluation of the eectiveness of the
Committee in discharging its duties was
conducted internally during May 2021.
The evaluation process was facilitated by
the Company Secretary and was based
on the completion of questionnaires
(which included questions to be scored
and free text questions) by members of
the Committee. The questionnaire was
designed to address the key elements of
Audit Committee eectiveness which are
identied in the 2018 Code, the FRC’s
Guidance on Board Eectiveness
published in July 2020, and the FRC’s
Guidance on Audit Committees
published
in April 2016. The results, once reviewed
by the Company Secretary, were then
discussed with the Committee Chair and
tabled at a meeting of the Committee for
discussion. The Committee regularly
reviews its terms of reference and
updates them as necessary to reect
current best practice and to ensure that
its approach remains in line with those
terms of reference and the Financial
Reporting Council’s Guidance for Audit
Committees.
The eectiveness of the Audit Committee
was also reviewed as part of the main
Board Eectiveness Evaluation which was
facilitated externally this year. Further
information on that review can be found
on pages 94 and 95.
Following these reviews, the Committee
is satised that it continues to be
eective in discharging its duties.
Alan K
innear
Audit Committee Chair
16 March 2022
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N
om
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Chair’s introduction
I am pleased to present the report of
theNomination Committee for the year
ended 31 December 2021.
The primary role of the Nomination
Committee is to lead the process for
appointments to the Board, to monitor
its composition, diversity and
performance, and to plan for orderly
succession to the Board and the Group’s
senior management team.
During the year, following a
recommendation by the Committee
tothe Board, Jacqueline de Rojas was
appointed to the Committee and
RodFlavell stepped down from the
Committee.
We also engaged Lien Consulting to
carryout an external review of the
eectiveness of the Board. I was
encouraged by the results of that review,
and further details are set out below.
Ofcourse, there are areas where can
enhance our eectiveness further and
we will ensure that we address the
recommendations of the review during
the coming year.
Information on the activities of the
Committee during the year is set out
inthis report.
Committee composition
The Committee is appointed by, and
reports to, the Board. Its members
during the year were as follows:
 David Lister (Committee Chair)
 Peter Whiting
Michelle Senecal de Fonseca
Jacqueline de Rojas
(appointed to the
Committee on 1 March 2021)
Rod Flavell
(stepped down from the
Committee on 27 April 2021)
Provision 17 of the 2018 Code states that
a majority of members
of the Nomination
Committee should be independent
non-executive directors. There is a view
(in line with provision 11 of the Code
relating to main Board composition) that
when considering the composition of the
Committee, the Chair of the Committee
should not be counted when
establishing the proportion of
independent Non-Executive Directors.
In addition, some investor feedback
proposed the view that it is best practice
for the CEO not to be a member of the
Committee.
Having considered these factors and the
views of shareholders, the Board
appointed Jacqueline de Rojas
(independent Non-Executive Director) as
an additional member of the Nomination
Committee with eect from 1 March
2021. Rod Flavell (CEO) stepped down as
a member of the Nomination Committee
with eect from 27 April 2021.
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Following those changes, the Committee
now comprises three independent
Non-Executive Directors (Jacqueline de
Rojas, Michelle Senecal de Fonseca and
Peter Whiting), and the Committee Chair
(David Lister, who is also Chair of the
Board). I believe that the Committee
remains eective in its role following
these changes.
Role of the Nomination Committee
The role of the Committee is
summarisedbelow and detailed in full
inits terms of reference, a copy of which
is available on the Group’s website
(
www.fdmgroup.com
).
The main responsibilities of the
Committee are to:
•
Review the structure, size and
composition of the Board and its
Committees including its balance of
skills, knowledge, experience and
diversity, and
make recommendations
to the Board with regard to any
changes;
•
Lead the process for identifying
candidates to ll Board vacancies as
and when they arise, and
recommend new appointments to
the Board for approval;
•
Consider succession planning for
Directors and other senior
executives taking into account the
challenges and opportunities facing
the Company, and the skills and
experience needed on the Board in
the future;
•
Keep under review the leadership
needs of the Group, both executive
and non-executive, with a view to
ensuring that FDM can continue to
compete eectively in the
marketplace;
•
Review the results of the Board
performance evaluation process
which impact on Board composition;
and
•
Ensure that Non-Executive Directors
are allocating sucient time to their
work at FDM to allow them to full
their duties.
Succession planning
•
The most important ongoing
responsibility of the Committee is to
oversee the Company’s succession
plans for members of the Board and
the senior management team over
the short, medium and longer term,
to ensure that the Board maintains
the appropriate balance of skills and
experience to carry out its work in
the most eective way. In particular,
when the opportunity arises for
refreshment of the Board, the Board
bears in mind the need to ensure
that its membership is diverse. The
Board currently meets the targets
set by the Hampton-Alexander
Review and the Parker Review, and
details of the Board’s diversity policy
are set out on page 78.
•
The Board’s primary aim is to make
appointments based on objective
criteria which ensure that the best
individuals are appointed to each
Board role. We believe that a Board
made up of individuals with a
diverse range of personal attributes,
including skills, experience,
educational and professional
background, gender, race and age,
will contribute to diversity in the
Board’s thinking and approach and,
in turn, will enhance the quality of
decision-making.
•
During 2021, the Committee carried
out a review of the remaining tenure
of our existing Non-Executive
Directors, noting that the 2018 Code
recommends that Non-Executive
Directors who have served on the
Board for more than nine years
from the date of their rst
appointment should no longer be
considered independent. The
Committee noted that the timing of
appointments over the last seven
years has meant that the need to
identify replacements for retiring
Non-Executive Directors is
reasonably spaced out over the next
four years, and has
begun to plan the
processes by which appointments
will be made to replace retiring
Non-Executive Directors over that
period. Those processes will be
driven primarily by an intention to
ensure that the Board incorporates
a wide range of experience and the
necessary skills, enabling it to
support as eectively as possible the
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Group’s plans for growth in the
post-pandemic world. As the
opportunity arises we will also keep
in mind the Board’s emphatic view
that a diverse Board is an eective
Board. By making the most of the
Directors’ dierences of approach,
and using the collective experiences,
backgrounds, skill-sets and
knowledge of our talented and
diverse employees, we will be able
to drive innovation, growth and
success and achieve more for our
stakeholders. Details of the tenure
of our Directors can be found in the
Board of Directors section of this
report on pages 63 to 65.
•
The Committee received
a
report
from
the CEO
covering
the
implementation
of the
detailed
succession
planning
processes for
the
Board
and senior
management teams
which
were
developed by
the
People
Team based
on our
strategic
plans
for growth
and
development of
the
Group
and our
expectations of
the
evolution
of the
markets in
which
we
operate. This
succession planning
process
is
closely
linked with
our
separate
organisational design and talent
management programme,
which
aims
to build
astrong
talent
pipeline for
FDM’s whole
organisation.
The
programme has
been
successfully
implemented in
the
Sales
Team, and
has established
a
clear
and
comprehensive career
development
structure in
that
part
of the
business.
The implementation
of
the
process
identied some
areas
in
which training
could be
improved
to
support
development and
career
progression,
following which
our
Sales
Training
Programme has
beensignicantly
andsuccessfullyenhanced.
•
FDM operates a Group-wide formal
mentoring programme. In the last
two years, this has been expanded
to involve the Non-Executive
Directors providing mentoring to a
selection of senior managers from
all our territories. The programme
has been successful and has been
highly valued by those who have
taken part. We intend to expand this
senior management mentoring
programme in the coming year, as
well as relaunching the formal
mentoring programme which is in
place across the rest of the Group.
The Committee will continue to
monitor the progress of these
projects carefully during 2022 and
will review the strengths which are
identied in the talent pipeline and
actions which are needed to close
any gaps that the process identies
throughout the pipeline. The
Committee will also focus closely on
the data arising from
the programme
which will help to assess diversity in
the Group, career progression
andattrition.
2021 Board eectiveness review
Our view is that Board evaluation is a
valuable process that provides a regular
mechanism by which the Board can
challenge itself to identify where its
performance can be improved to
enhance the eective and ecient
conduct of Board business, for the
benet of FDM and all its stakeholders.
The 2018 Code requires that FTSE 250
Companies should arrange for the
evaluation of the Board to be externally
facilitated at least every three years.
Ourlast externally facilitated Board
evaluation was in 2018. This year, we
engaged Caroline Lien of Lien Consulting
Limited to carry out the evaluation for us.
Lien Consulting Limited is a specialist
consultancy and has no other connection
with FDM.
The evaluation included the work of
theBoard and its Committees, and was
carried out from September to
November 2021, based on:
•
Individual face to face interviews
with each Board member;
•
Interviews with a number of other
stakeholders within FDM who work
closely with the Board;
•
Observation of a number of Board
and Committee meetings; and
•
A review of the report from the
previous externally facilitated Board
Evaluation carried out in 2018.
 
The results of the evaluation were
presented to the Board in December
2021 and summarised in a written
report.
The evaluation report concluded that the
Board is an eective governance and
decision-making body, with clear and
appropriate demarcation of executive
and non-executive roles, and a long-term
stewardship mindset with deep-rooted
values that unite all Board members.
There were no areas of concern in
practice or performance against the 2018
Code. The evaluation report made some
recommendations for the enhancement
of the Board’s eectiveness in supporting
the Group’s next phase of growth.
Otherkey ndings were as follows:
•
The Board shows strong individual
and collective leadership, and strong
alignment of values to the
Company’s purpose;
•
The Board has a clear understanding
of shareholders’ views from regular
dialogues with them;
Nomination Committee Report
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•
The collective ability of the Board to
problem-solve and agree direction
isa particular strength, and the
perspectives of Non-Executive
Directors, gained from their other
roles and
experiences,
are welcomed;
•
Succession for Executive Directors is
clear for short-term or emergency
needs, whilst further development
of medium- to longer-term
succession plans is a work in
progress;
•
The programme of mentoring
provided by non-executives to
certain senior managers is highly
valued and could be targeted more
widely, with a view to formalising
and extending the Board’s role in
talent development;
•
Audit, risk and internal control
demonstrates many areas of
strength, with clear and consistent
data-led reporting. Strong audit
practices are in place which are
eectively managed and overseen
by the Audit Committee;
•
The Board’s approach to risk is
maturing and the Board
acknowledges that continuing
development will be needed to
enable the approach to risk to
match the expanding global prole
of the business across multiple
jurisdictions and geographies; and
•
The Remuneration Committee
eectively oversees and ensures
alignment between remuneration
and purpose, strategy and values,
making eective use of broader
business metrics which reect and
drive strategic priorities.
The report made a number of
recommendations in the following areas
to enable the Board to help deliver the
Group’s growth and diversication plans
over the next three to ve years:
•
Developing the global perspective
and reach of the Board;
•
Further exploration of future
scenarios, including the external
context, as to what threats and
opportunities may lie ahead
whichcould introduce risk for
performance, including around
competition, regulation, market
changes and shareholder priorities;
•
Formalising the role of the Board in
talent development in the wider
organisation;
•
Exploring more explicitly the culture,
tone and style of engagement which
the Board wishes to adopt in its
work, allowing all Directors the best
opportunity to bring their individual
styles to bear and build a shared
approach and understanding;
•
Formalising the approach whereby
the Board’s committees report back
to the Board on their work; and
•
Continuing to develop Board-level
succession plans with appropriate
timing, working collaboratively
andfairly in the best interests of
theGroup.
The Company Secretary and I have
prepared an action plan to address these
recommendations and the Board intends
to review progress against the
recommendations on an ongoing basis.
We consider ongoing assessment of
eectiveness most likely to support a
sustained focus on improvement.
Peter Whiting, as the Senior Independent
Director, led a review of the Chairman of
the Board’s performance in discussion
with the other Non-Executive Directors.
Independence and eectiveness
As recommended by the 2018 Code, all
the current Directors will be standing for
re-election at the AGM in 2022. Having
reviewed the independence and
contribution of the Directors, the
Committee conrms that the
performance of each of the Directors
continues to be eective and each
demonstrates commitment to their roles,
including independence of judgement,
commitment of time for the Board and
(where relevant) Committee meetings
and their other duties. Accordingly, the
Committee has recommended to the
Board that all current Directors of the
Company be proposed for re-election
atthe forthcoming AGM.
David Li
ste
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Chair of the Nomination Committee
16 March 2022
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R
em
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Statement from the Chair of the
Remuneration Committee
On behalf of the Board, I am pleased to
present our Remuneration Report for the
year ended 31 December 2021. This
report is divided into two sections: the
Annual Report on Remuneration which
sets out the remuneration earned by
Directors in 2021, followed by an extract
of the Directors’ Remuneration Policy
approved by shareholders at the 2021
AGM; the full approved policy is available
on our website. A summary of how the
Remuneration Committee proposes to
implement the new Policy in 2021 is set
out in this statement.
Our performance in 2021
Elsewhere in this Annual Report the
Board reports on the progress which the
Group has made during 2021, delivering
a strong operational and nancial
performance. Record numbers of
Mounties were trained during the year
and the number of trainees in training at
the year end was also higher than ever
before. During the year the Group
continued with its signicant investment
in Academy transformation and
accreditation programmes to underpin
the future growth of the business. This
strong performance in the year is
reected in the extent to which bonuses
were earned by the Executive Directors
against the prot and Mountie revenue
targets, further information in relation to
which is set out below.
In 2022 we target a signicant increase in
the number of Mounties we train and
deploy, along with a plan to accelerate
our internal sta recruitment and our
internal development programmes, with
a particular focus on our Sales and
Academy training teams. The Group is
well placed to deliver a good
performance in 2022 and long-term
growth thereafter.
Remuneration in 2021 and
implementation of the approved
Directors’ Remuneration Policy in 2022
Our new Directors’ Remuneration Policy
was approved at the 2021 AGM, with
over 96% of the votes cast in favour.
Asimilarly high level of approval was
alsogiven to the 2020 Directors’
Remuneration Report. The table below
summarises the principal decisions in
2021 in relation to Directors’
Remuneration, along with the proposed
implementation in respect of 2022.
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When taking decisions in relation to the Executive Directors’ remuneration, we always have regard to the remuneration
arrangements for the wider workforce. In the 2020 Directors’ Remuneration Report, we reported that the Group had introduced
salaries for UK trainees who had completed their training but were awaiting their rst placement. In 2021, the Group went further,
introducing salaries for UK trainees from the start of their training programme. At the April 2021 AGM shareholders approved our
Buy-As-You-Earn plan, which is our broad-based employee share plan. This includes enhanced purchase and matching provisions to
expand the scope and benets of employee share ownership, which is fundamental to the Company’s culture.
Decisions in respect of 2021
Proposed implementation for 2022
Salary and
fees
Executive Director salaries
We explained in the 2020 Directors’ Remuneration Report that the salaries ofthe Executive Directors had not
been fundamentally reviewed since the Company’s IPO in June 2014, and that the review undertaken in 2020
had identied that there was a gap between the salaries and market competitive rates. We explained last
year that the Committee’s view was that the required uplift to restore the salaries to a market competitive
level was too signicant to achieve in a single year, so that we intended to phase the increase over two years.
The rst increase took eect from
1 April 2021. It is the
view of the Committee that
the continued performance
of the Group justies the making ofthe second increase, which will apply from 1 April 2022 as follows.
Salary with
eect from
1 April 2021
Salary with
eect from
1 April 2022
% increase
Executive Director
Rod Flavell (CEO)
£460,000
£500,000
8.7%
Mike McLaren (CFO)
£325,000
£342,000
5.2%
Andy Brown (CCO)
£330,000
£342,000
3.6%
Sheila Flavell (COO)
£330,000
£342,000
3.6%
Non-Executive Director fees
In the 2020 Directors’ Remuneration Report we explained the proposed review of Non-Executive Directors’
fees (other than the Chairman’s fee) did not take place in 2020 as the Board focussed on business and
operational matters arising from the pandemic. The review concluded in 2021 and the fees were increased
with eect from 1 April 2021. The fees applying from that date, along with our approach to the fees for the
Non-Executive Directors in 2022 are set out on pages 104 and 105.
The Chairman’s fee (currently £165,000) was last considered in 2019. The Committee has increased the
Chairman’s fee to £170,000 with eect from 1 April 2022, an increase of c.3%, in line with the range of salary
increases awarded to the wider workforce. The additional fee for Chairing the Nomination Committee
(£5,000) has not changed.
Bonus
Each Executive Director was eligible to earn a bonus
in respect of 2021 up to 120% of salary. Bonuses
were calculated by reference to the salary earned in
the year, and not solely by reference to the rate of
salary applying with eect from 1 April 2021. The
bonus was subject to stretching performance
measures based on:
•
adjusted PBT – for up to 80% of salary
•
Mountie revenue – for up to 20% of salary
•
employee engagement and satisfaction – for up
to 10% of salary
•
client diversication – for up to 10% of salary
Details of the performance against the measures is
set out beginning on page 102. Each Executive
Director earned a bonus of 112.5% of salary (93.75%
of the maximum) by reference to the performance
achieved. The Committee considers that the outturn
is reective ofthe overall performance of the Group
in the year and is appropriate. The bonus will be
paid part in cash and part in shares deferred for two
years, as set out on page 103.
The maximum bonus that may be earned for 2022
will be 120% of salary. The bonus will be subject to
performance measures weighted as follows.
•
Adjusted Prot Before Tax: 40%
•
Mountie Revenue: 40%
•
Client diversication: 10%.
•
Employee engagement and satisfaction: 10%
•
Social mobility: 10%
•
Reduction in greenhouse gas emissions: 10%
The targets are commercially sensitive and further
information will be disclosed in the 2022 Directors’
Remuneration Report.
As for 2021, bonuses will be calculated by reference
to the salary earned in the year, and not solely by
reference to the rate of salary applying with eect
from 1 April 2022.
97
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ancia
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ents
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Remuneration Report
Decisions in respect of 2021
Proposed implementation for 2022
PSP
The awards granted to the Executive Directors in
2019 under the Company’s Performance Share Plan
were subject to a performance condition based on
the compound annual growth in the Company’s
Earnings Per Share over the performance period
2019 – 2021. The threshold level of performance
was not achieved, and the awards lapsed; further
information is given on page 103.
PSP awards were granted in April 2021 with vesting
subject to stretching adjusted EPS performance
conditions. Details of the awards and performance
measures are set out on page 104. Consistent with
our usual approach, the awards were determined as
a number of shares rather than a percentage of
base salary. The Directors’ Remuneration Policy
permits awards of up to 150% of salary, but the
actual awards as a percentage of salary were:
Rod Flavell
69%
Mike McLaren
98%
Andy Brown
97%
Sheila Flavell
97%
PSP awards to be granted in respect of 2022 will be
subject to performance conditions based on FDM’s
earnings per share assessed over a three-year
performance period commencing with FDM’s 2022
nancial year as set out in the following table.
Adjusted
1
EPS in the nal
nancial year of the
performance period
Vesting
38.5 pence
25%
Between
38.5 pence and
41.7 pence
Determined on a
straight-line basis
between 25% and 100%
41.7 pence or greater
100%
1
The Committee has discretion to adjust EPS for the purposes of the
PSP where it considers it appropriate to do so (for example, to
reect a material acquisition and/ or divestment of a Group
business) and to assess performance on a fair and consistent basis
from year to year. The extent to which the awards vest will be
subject to the Committee’s assessment of the overall nancial
performance of the Company during the performance period. Final
levels of vesting may be reduced should the Committee feel that
the calculated levels do not
reect the performance of the
Company.
In line with FDM’s usual practice, it is proposed that
each Executive Director will receive an award over
the same number of shares. The number of shares
will have a value not exceeding 100% of the lowest
Executive Director’s salary.
The Committee and Board remain committed to a responsible approach to executive pay and believe the Policy operated as
intended during 2021. We recognise the importance of engagement with shareholders in relation to executive remuneration and
Iwould be pleased to answer any questions you may have on our approach, including at the 2022 AGM where I will be available
todiscuss this report with shareholders. We hope that we continue to receive your support at the AGM.
Peter W
hiting
Chair of the Remuneration Committee
16 March 2022
98
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Alignment of the Directors’ Remuneration Policy with the Corporate Governance Code
Clarity
:
remuneration
ar
ran
gem
ent
s sh
oul
d be
tr
ans
par
ent a
nd pr
omo
te e
ec
ti
ve
eng
age
men
t wi
th s
har
eho
lde
r
s
an
dthe w
or
k
fo
rce
Our remuneration arrangements are clear and simple, and we fully disclose
performance outturns and associated vestings in the Directors’ Remuneration Report.
We follow a standard UK listed company approach to Directors’ remuneration with
established incentive schemes that operate on a clear and consistent basis. We
operate our share plans on a wide basis to broaden the scope and benets of
employee share ownership, which is fundamental to the Company’s culture.
Simplicit
y:
remuneration
s
tr
uc
t
ure
s sho
ul
d avo
id com
pl
ex
it
y
and their rationale
and operation
sho
ul
d be ea
s
y to und
er
s
t
and
Ri
sk
:
remuneration arrangements
sho
ul
d ensu
re re
pu
ta
ti
ona
l and
ot
her r
isk
s f
ro
m exce
ss
iv
e rew
ard
s,
an
d beh
av
iou
ral r
isk
s t
ha
t ca
n ar
ise
fr
om t
ar
get-
ba
sed i
nce
nt
iv
e pla
ns
,
are i
den
ti
e
d an
d mit
iga
te
d
Malus and clawback provisions apply to all Executive Director variable remuneration,
and reect the Code. The Committee has discretion to override formulaic vesting
outturns in order that any risks associated with targets can be mitigated. Bonus
deferral, the holding period for PSP awards and the in-employment and post-
employment shareholding requirements mean that Executive Directors’ interests are
further aligned with the longer-term interests of shareholders.
Predic
tabilit
y:
t
he ra
nge of
po
ssi
ble v
al
ues o
f rew
ard
s to
ind
iv
i
dual D
ire
c
to
rs a
nd ot
he
r limi
t
s
or di
sc
ret
ion
s sho
uld b
e id
ent
i
ed
an
d ex
pla
ine
d
Variable remuneration opportunities are clearly expressed as a percentage of base
salary. When approval was sought for the Directors’ Remuneration Policy, the 2020
Directors’ Remuneration Report clearly
set out the
amounts that could be
earned under
the Directors’ Remuneration Policy by the Executive Directors in 2021. Discretions
reserved to the Committee are set out in the Directors’ Remuneration Policy.
Proportionalit
y:
th
e link b
et
wee
n
ind
iv
i
dual a
war
ds
, th
e del
iv
er
y of
s
tra
te
g
y an
d th
e lon
g-
ter
m
pe
r
fo
rm
ance o
f th
e Comp
any
sho
ul
d be cl
ear
. Ou
tco
mes s
ho
uld
not r
ewa
rd p
oor p
er
for
man
ce
Variable remuneration for Executive Directors is subject to the achievement of
performance targets. The Committee has discretion to override formulaic outturns
toensure that poor performance is not rewarded, and delivery of a signicant
proportion of the variable remuneration in shares means that the overall reward
isstrongly aligned with the interests of shareholders. The application of strategic
measures to part of the annual bonus means that overall reward is linked to the
delivery of key strategic measures, in addition to nancial performance.
Alignm
ent to culture:
ince
nt
iv
e
sc
hem
es s
hou
ld dr
i
ve be
hav
io
ur
s
con
sis
te
nt w
it
h th
e Comp
an
y
’s
pur
po
se
, val
ue
s and s
t
rat
eg
y
A high proportion of the workforce participates in an annual bonus award. The
Committee aims to choose bonus metrics for the Executive Directors which are
capable of being cascaded down to managers in the organisation. This means that
the wider workforce remuneration is also aligned with overall performance with a
consistent approach to performance assessment across the leadership team, and
that members of the wider workforce are also able to benet from their contribution
to the overall success of the Group.
Employee share ownership is fundamental to the Company’s culture and this is
reected in the level of direct share ownership and the broad extension of our
Performance Share Plan and Buy-As-You-Earn plan through the Group’s workforce.
Starting in respect of bonuses earned for 2021, some senior managers will now have
a proportion of their bonuses deferred into shares, further aligning their interests
with the longer-term interests of shareholders.
99
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FDM Group (Holdings) plc
Annual Report and Accounts 2021
Remuneration Report
Stakeholder engagement
The Remuneration Committee recognises the
importance of engagement with our
stakeholders in relation to
executive remuneration.
We have an established investor relations function, the work of which is discussed in the Corporate Governance Report. Last year’s
Corporate Governance Report summarised the additional engagement that took place with investors in advance of the approval of
the Directors’ Remuneration Policy at the 2021 AGM, which continued into early 2021. Although that process was not relevant during
the remainder of 2021, in more usual meetings with investors, executive remuneration is always s a topic available for discussion.
Feedback from investors is taken into account in nalising our approach to executive remuneration. In addition, the Remuneration
Committee Chair engaged with a range of the Company’s largest institutional shareholders in late 2021 in relation to the salary
increases which will apply from 1 April 2022, as referred to above.
As in previous years, the Remuneration Committee did not formally consult with employees in relation to executive remuneration
and remuneration was not raised as a priority by employees with whom the Board engaged throughout the year. However, as noted
above, bonus metrics are chosen which are capable of being cascaded down to managers in the organisation, and bonus deferral
has been introduced for some senior managers. Engagement with the relevant populations takes place to explain how Executive
Director remuneration and wider workforce remuneration is aligned in this regard, and how these arrangements align remuneration
with the interests of shareholders and the overall strategy.
100
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Annual Report on Remuneration
Audited Section
Audited section of this report comprises only the following sections:
•
Single gure table
•
Annual bonus for 2021
•
Long-term incentives vesting in respect of 2021
•
Payments to former Directors
•
Payments for loss of oce
•
Directors’ shareholding and share interests
•
Performance Share Plan awards granted in 2021
Single gure table
The table below details the total remuneration receivable by each Director for the nancial years ended 31 December 2021 and
31 December 2020. Where necessary, further explanation of the values provided is included in the notes to the table or the
additional information that follows it in relation to the 2021 annual bonus and the long-term incentives vesting in respect of 2021.
The gures in the single gure table are derived from the following:
Sa
lar
y a
nd fe
e
s
The t
ot
al s
ala
ri
es an
d fe
es p
aid i
n res
pec
t of th
e yea
r
.
Benet
s
Valu
e of be
ne
t
s re
cei
ve
d in t
he ye
ar
, comp
ri
sing p
ri
v
ate m
edi
ca
l ins
ura
nce an
d ca
r all
ow
ance
.
Annual bonus
T
he v
alu
e of t
he bo
nus
es e
ar
ned i
n res
pe
c
t of t
he ye
ar
. F
o
r 2021, bonu
ses w
ere c
al
cu
lat
ed by r
efe
ren
ce
to t
he s
ala
r
y ea
rn
ed in t
he y
ear
, an
d not s
ole
ly b
y re
fere
nce t
o th
e rat
e of s
alar
y ap
pl
yi
ng w
it
h e
ec
t
fr
om 1 A
pr
il 2021.
Long-
term
incentives
Th
e va
lue o
f the E
xe
cu
ti
ve D
ire
c
tor
s
’ lo
ng-
te
rm in
cen
ti
ve
s ve
st
in
g by re
fer
enc
e to pe
r
fo
rma
nce i
n th
e
rel
ev
ant y
ear.
Pension
Th
e c
ash v
alu
e of a sa
lar
y sup
pl
eme
nt p
aid to t
he E
xe
cu
ti
ve D
ire
c
tor i
n lie
u of com
pan
y pe
nsio
n
con
tr
ibu
t
ions t
o th
e Comp
an
y
’s d
e
ned c
ont
ri
bu
tio
n sc
hem
e. No D
ire
c
to
r par
ti
cip
ate
s in a de
n
ed
be
ne
t p
ensi
on ar
ra
ngem
en
t in re
spe
c
t of t
he
ir se
r
v
ice w
i
th F
DM.
Salar
y
an
d fe
es
£000
Benets
£000
Annual
bonus
£000
Lo
ng
-t
erm
incen
tives
£000
Pension
£000
To
t
a
l
£000
To
t
a
l
xe
d
£000
To
t
a
l
variable
£000
Executi
ve Directors
Rod Flavell
2021
446.1
19.6
501.8
–
15.0
982.5
480.7
501.8
2020
404.3
20.5
315.3
–
10.4
750.5
435.2
315.3
Sheila Flavell
2021
322.6
13.5
362.9
–
10.9
709.9
347.0
362.9
2020
300.3
13.5
234.2
–
7.8
555.8
321.6
234.2
Mike M
cL
are
n
2021
315.9
14.8
355.4
–
10.7
696.8
341.4
355.4
2020
288.7
15.0
225.2
–
7.5
536.4
311.2
225.2
A
nd
y Bro
wn
2021
322.6
13.6
362.9
–
10.9
710.0
347.1
362.9
2020
300.3
13.7
234.2
–
7.8
556.0
321.8
234.2
Non
-E
xecutive Direc
tors
Dav
i
d Lis
te
r
2021
170.0
–
–
–
–
170.0
170.0
–
2020
170.0
–
–
–
–
170.0
170.0
–
Pet
er W
hi
tin
g
2021
76.8
–
–
–
–
76.8
76.8
–
2020
70.0
–
–
–
–
70.0
70.0
–
A
lan K
in
nea
r
1
2021
65.2
–
–
–
–
65.2
65.2
–
2020
56.7
–
–
–
–
56.7
56.7
–
Michelle Senecal
de F
ons
ec
a
2021
53.8
–
–
–
–
53.8
53.8
–
2020
50.0
–
–
–
–
50.0
50.0
–
Ja
cque
lin
e de Ro
jas
2021
57.5
–
–
–
–
57.5
57.5
–
2020
50.0
–
–
–
–
50.0
50.0
–
1
Alan Kinnear was appointed to the Board with eect from 1 January 2020 and was appointed Chair of the Audit Committee with eect from 29 April 2020.
101
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Fin
ancia
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ents
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Annual bonus for 2021
As described in the Committee Chair’s statement on page 97, each Executive Director earned a bonus of 112.5% of salary for 2021,
out of a maximum of 120% of salary. Details of the performance against the applicable targets is set out below.
While the Remuneration Policy permits a payment of 20% of the maximum payable upon achieving a threshold level of
performance, the Committee decided not to set such a target.
Weighting
Threshold
(2
0
% of
maximum
payable
)
T
arget
(5
0
% of
maximum
payable
)
Stretch
(10
0
% of
maximum
payable
)
Actual
per
formance
Bo
nu
s ear
ne
d
(p
er
cen
ta
ge of
maximum
payable
)
Ad
jus
te
d pro
t b
ef
ore t
a
x
66.7%
(8
0% of s
al
ar
y)
n/a
£45.0m
£46.5m
£46.7m
100%
Mountie revenue
16.7%
(20
% of s
ala
r
y
)
n/a
£260.4m
£263.4m
£267.0m
100%
Employee engagement
an
d sa
tis
f
ac
t
ion
8.3%
(1
0% of s
ala
r
y
)
Performance for these two
elements was assessed by
reference to the achievements
delivered in the year
relative
to the measures, as
described below.
50%
Cl
ien
t bas
e di
ve
rs
i
ca
ti
on
8.3%
(1
0% of s
ala
r
y
)
75%
Strategic measures
The achievements in respect of the strategic measures are described below.
Strategic
measure
A
chievements
Employee engagement
andsatisfaction
Achievement in respect of this measure was based on responses from sta to questions asked
of internal sta and consultants about recommending FDM as a place to work and providing
opportunity for learning and career development. Each of the four results accounted for 2.5% of
the 10% weighting achievable for this measure.
The targets for each question were based on an average of the scores achieved across the
responses in the survey.
Achievement against these targets was that the target level of responses were met or achieved
for two of the questions; a more granular description of the outturn is not given as the
Committee considers the details to be commercially sensitive. This resulted in a bonus
achievement of 50% of maximum (5% of salary).
Client base diversication
– this measure was split into
two separate elements
Element A – Strategic Sectors (75% weighting)
Achievement in respect of this measure was based on the number of Mounties placed in various
new and emerging sectors, with both a base target and a stretch target set. The target numbers
and sector details are not disclosed as they are commercially sensitive and would give
competitors insight into our strategy and plans.
This measure was subject to a further underpin such that the number of Mounties in these
sectors at year end must be 120 or higher, with at least two of the following three requirements
also being satised: (1) at least 30 Mounties in Telecoms at year end; (2) at least 50 Mounties in
Life Sciences at year end; (3) at least 40 Mounties in Retail at year end.
Achievement against these targets was that the stretch target and underpin were each achieved;
a more granular description of the outturn is not given as the Committee considers the details
to be commercially sensitive. This resulted in a bonus achievement of 100% of maximum
(7.5%of salary).
Element B – Year-end Mounties deployed in Government (25% weighting)
Achievement in respect of this measure was based on the number of Mounties in government
departments (in any territory) at the end of the year by reference to the following performance
targets:
Base Target
At year end, 340 Mounties deployed in government departments.
Stretch Target
At year end, 370 Mounties deployed in government departments.
The base target was not achieved; a more granular description of the outturn is not given as the
Committee considers the details to be commercially sensitive. Therefore, no bonus was earned
in respect of this element.
Remuneration Report
102
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Accordingly, each Executive Director earned a bonus equal to 112.5% of their salary in respect of 2021, which will be paid in cash and
deferred shares as set out below.
Executi
ve Director
Bonus
earned
Bo
nu
s pai
d
in cash
Bo
nu
s to be
de
fe
rre
d in
to
sh
are
s (af
te
r ta
x)
Rod Flavell
£501,820
£418,183
£83,637
Sheila Flavell
£362,897
£302,414
£60,483
Mike McLaren
£355,430
£296,192
£59,238
Andy Brown
£362,897
£302,414
£60,483
The deferred share awards will vest after two years are not subject to any further performance condition and are subject to the
terms of the Directors’ Remuneration Policy in relation to continued employment.
Long-term incentive awards vesting in respect of 2021
Each Executive Director was granted an award under the Company’s Performance Share Plan on 17 April 2019 over 29,000 shares.
Each award was subject to a performance condition based on the compound annual growth in the Company’s Earnings Per Share
over the performance period 2019 – 2021 in accordance with the following table. The threshold level of performance was not
achieved, and the awards lapsed.
Compound annual growth
in E
PS
Pe
rce
nt
age o
f th
e awar
d
that will vest
Performance outcome
(compound annual
growt
h
in a
dju
st
ed E
P
S)
Vesting outcome
8% p.
a.
Gr
eat
er th
an 8
% p.a
. bu
t les
s
th
an 1
3% p.
a.
1
3% p.a
. or g
rea
ter
25%
De
ter
min
ed o
n a s
tra
igh
t-l
ine
ba
sis b
et
w
een 2
5% an
d 100
%
10
0
%
-2.9
%
0%
Payment to former Directors
During the year, no payments were made to any former Director of the Company.
Payment for loss of oce
During the year, no payments were made in respect of loss of oce.
Directors’ shareholding and share interests
The Company’s formal shareholding guideline for Executive Directors is that each Executive Director should hold shares with a value
equal to at least 200% of salary. The current Executive Directors have shareholdings with values signicantly in excess of this
guideline, reecting the Company’s historic culture of share ownership and entrepreneurialism. The interests as at 31 December
2021 were as follows:
Ordinar
y shares as at
31 D
ec
emb
er 2
0
21
Number
1
Ordinar
y shares value
as a
t 31 D
ece
mb
er 2
02
1
£000
2
Val
ue
(x b
ase s
al
ar
y
3
)
Executi
ve Directors
Rod Flavell
7,324,818
93,172
202.5
Sheila Flavell
7,320,956
93,123
282.2
Mike M
cL
are
n
469,813
5,976
18.4
A
nd
y Bro
wn
4,014,451
51,064
154.7
Non
-E
xecutive Direc
tors
Dav
i
d Lis
te
r
–
–
–
Pet
er W
hi
tin
g
10,453
133
1.7
Mic
he
lle S
en
ec
al de F
on
se
ca
5,523
70
1.3
A
lan K
in
nea
r
–
–
–
Ja
cque
lin
e de Ro
jas
–
–
–
1
Including the interests of persons closely associated with the Director, other than in the case of Rod Flavell and Sheila Flavell whose interests are reported separately,
andinterests in shares acquired pursuant to bonus deferral arrangements.
2
Calculated based on the closing share price of 1,272 pence on 31 December 2021.
3
Calculated on base salary and fees at 31 December 2021.
103
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Fin
ancia
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ents
FDM Group (Holdings) plc
Annual Report and Accounts 2021
There have been no changes in the Directors’ holdings in the share capital of the Company between 31 December 2021 and the date
the nancial statements were approved.
Each Executive Director also
holds awards under
the Company’s PSP
as set out
below. Each Executive
Director holds the same
awards.
Dat
e of aw
ard
Num
be
r at
1Jan
uar
y
2021
Gra
nte
d in
2021
La
ps
ed i
n
2021
E
xer
cis
e
d in
2021
Num
be
r at
31D
ec
emb
er
2021
Status
1 Jun
e 2018
1
8,500
–
1
8,500
–
–
Lapsed
1
1
7 Ap
ril 2
01
9
2
9
,000
–
–
–
29
,000
Lapsed
2
30 D
ec
emb
er 202
0
29
,
000
–
–
–
29
,
000
Unveste
d
and
subjec
t to
per
f
orman
ce
condition
21 A
pr
il 2
021
3
–
30,000
–
–
30,000
Unvested and
subjec
t to
per
f
orman
ce
condition
1
The awards granted in 2018 lapsed on 9 March 2021.
2
The awards granted in 2019 lapsed on 16 March 2022.
3
The details of the awards granted in 2021 are set out below.
Performance Share Plan awards granted in 2021
Each Executive Director was granted an award under the Company’s PSP on 21 April 2021 as set out below.
Award
N
umb
er o
f sha
re
s
E
xer
cis
e pr
ice p
er s
ha
re
Fa
ce v
alu
e of awa
rd
PS
P awa
rd
30
,000
£0.
01
£
319
,
5
9
9
The face value of the award is calculated by multiplying the number of shares subject to the PSP award (30,000) by £10.6533 being
the average share price over the three business days preceding the grant of the awards. The awards are subject to a two-year
post-vesting holding period. Each award was granted in the form of an option with a per share exercise price of £0.01.
The awards will vest based on adjusted
1
EPS in the nal nancial year of the three-year performance period ending 31 December
2023, in line with the following schedule:
Adjus
ted
1
EP
S in t
he 
nal 
nan
cia
l yea
r of t
he pe
r
fo
rma
nce p
er
io
d
Pe
rce
nt
age o
f th
e awar
d th
at wi
ll ve
st
35.7 p
enc
e
25%
Gr
eat
er th
an 35
.7 pen
ce bu
t le
ss t
han 3
8
.3 p
en
ce
De
ter
min
ed o
n a s
tra
igh
t-l
ine b
asi
s bet
we
en 25% a
nd 100
%
38
.
3 pe
nce o
r mor
e tha
n 38
.
3 pe
nce
10
0
%
1
The Committee has discretion to adjust EPS for the purposes of the PSP where it considers it appropriate to do so (for example, to reect a material acquisition and/ or
divestment of a Group business) and to assess performance on a fair and consistent basis from year to year. The extent to which the awards vest will be subject to the
Committee’s assessment of the overall nancial performance of the Company during the performance period. Final levels of vesting may be reduced should the Committee
feel that the calculated levels do not reect the performance of the Company.
Approach to Directors’ remuneration for 2022
Base salary and fees
With eect from 1 April 2022, Executive Director salaries will be increased as described in the Chair of the Committee’s statement
onpages 96 and 97.
The Committee has reviewed the Chairman’s fee, which was last reviewed in 2019, and the fee for chairing the Nomination
Committee. The Chairman’s fee has been increased with eect from 1 April 2022 by c. 3%, which is in line with the range of salary
increases awarded to the wider workforce, as shown in the table below. The fee for chairing the Nomination Committee has not
been changed.
Remuneration Report
104
FDM Group (Holdings) plc
Annual Report and Accounts 2021
As we reported in
the 2020 Directors’
Remuneration Report, the
proposed review of
Non-Executive Directors’ fees
(other than the
Chairman’s fee) did not
take place in
2020 as the
Board focussed on
business and operational
matters arising from the
pandemic. The
review concluded in 2021
and the fees
were increased with
eect from 1
April 2021, as
set out below. Some
of the Non-Executive
Directors’ fees will similarly
be increased with
eect from 1
April 2022, as
also set out
below. The percentage
increases which have
been
applied with eect from
1 April 2022
are in line
with the range
of salary increases
awarded to the wider
workforce.
Role
Fe
e
ap
pl
yin
g on
1 January 20
21
Fe
e wit
h
e
e
ct f
ro
m
1 Ap
ri
l 20
21
Fe
e wit
h
e
e
ct f
ro
m
1 Ap
ri
l 20
2
2
Ch
air
man
’s f
ee
£
1
65,
000
£
1
70
,
000
Ad
dit
io
nal f
ee fo
r cha
ir
ing t
he No
min
at
ion Co
mmi
t
te
e
£5,
000
£5,
000
Ba
sic N
on
-
E
xecu
ti
ve D
ire
c
to
r fee
£50
,
000
£5
5,
000
£5
7
,000
Ad
dit
io
nal f
ee fo
r cha
ir
ing t
he Au
di
t Comm
it
tee o
r
Remuneration C
ommit
tee
£
1
0
,000
£
1
2,000
£
1
2,
500
Ad
dit
io
nal f
ee fo
r hol
din
g th
e pos
it
ion o
f Se
nio
r
Independent Director
£
1
0
,000
£
1
2,000
£
1
2,
500
Ad
dit
io
nal f
ee fo
r hol
din
g th
e pos
it
ion o
f Non
-
E
xec
ut
i
ve
Dir
ec
t
or re
spo
nsi
ble f
or en
sur
ing t
ha
t th
e voi
ces o
f emp
loy
ee
s
are h
ear
d at b
oar
d le
vel
N
/A
£5,
000
£5,
000
Annual bonus and long-term incentives for 2022
The maximum annual bonus opportunity for all Executive Directors for 2022 is 120% of salary, as set out in the statement from
theChair of the Committee on page 97. Information in relation to the performance measures, weightings and approach to deferral
isalso set out in that statement.
The Committee proposes to grant awards under the PSP in respect of 2022, as discussed in the statement from the
CommitteeChair.
Performance graph and historical Chief Executive Ocer remuneration outcomes
The graph below shows the Company’s Total Shareholder Return (“TSR”) performance since the date of listing compared to the FTSE
250 Index; the FTSE 250 Index was chosen as the Company was a constituent of that index during the year.
Total Shareholder Return (rebased to 100)
300
Sep
2014
Dec
2014
Mar
2015
Jun
2015
Sep
2015
Dec
2015
Mar
2016
Jun
2016
Sep
2016
Dec
2016
Mar
2017
Jun
2017
Dec
2017
Jun
2018
Sep
2017
Mar
2018
Sep
2018
Dec
2018
Mar
2019
Jun
2019
Sep
2019
Dec
2019
Mar
2020
Jun
2020
Sep
2020
Dec
2020
Mar
2021
Jun
2021
Sep
2021
Dec
2021
Jun
2014
400
200
100
0
500
FDM
FTSE 250
105
Strategic
Report
G
over
n
an
c
e
Fin
ancia
l Statem
ents
FDM Group (Holdings) plc
Annual Report and Accounts 2021
The table below details the total remuneration, annual bonus and LTIP vesting (as a percentage of the maximum opportunity) for
the Chief Executive Ocer (“CEO”) for the last ten years. Note that for 2014 this is the remuneration received for the whole of 2014
and so is not directly comparable to the TSR performance chart above, which is for the period from 20 June 2014.
2
0
11
2
0
12
2
0
13
20
14
2
0
15
2
01
6
2
0
17
2
0
18
2
019
2020
2021
T
ot
al remuneration
(
£000
)
63
9.
2
686.
2
5
4
7.
7
658.5
6
6
8
.1
76
4
.
5
1,
13
4
.1
9
95.0
802
.0
750.
5
982.5
A
nnua
l bo
nus a
s a
% of ma
xi
mum
oppor
tunit
y
10
0
%
10
0
%
68%
55%
82%
10
0
%
80%
58%
50%
65%
9
4%
Long-term incentives
as a % of m
ax
imu
m
oppor
tunit
y
n
/a
n
/a
n
/a
n
/a
n
/a
n
/a
10
0
%
10
0
%
10
0
%
0%
0%
Change in Directors’ remuneration in relation to the wider workforce
The table below shows the percentage change in each Director’s salary/ fees, benets and annual bonus between the nancial years
2019 – 2020 and 2020 – 2021. The applicable regulations require us to show the average change in the same elements of
remuneration for the employees of FDM Group (Holdings) plc on a full-time equivalent (“FTE”) basis. FDM Group (Holdings) plc has
no employees other than the Directors. Accordingly, in order to provide a meaningful comparison, we have shown the change based
on a wider workforce comparator group which, consistent with previous years, includes all UK employees other than Mounties.
W
ide
r
workforce
Ro
d
Flavell
Sh
ei
la
Flavell
Mi
ke
McLaren
An
dy
Brown
Dav
id
Lister
Peter
Whiting
Al
an
Kinnear
1
Michelle
Se
ne
ca
l
de
Fonseca
Jacqueline
de R
oja
s
Sa
lar
y/
fees
2020
– 202
1
9.0
%
10
.
3%
7.
4
%
9.
4%
7.
4
%
0%
9.7
%
15.
0
%
7.
6
%
15.
0
%
201
9 – 2020
7.
5
%
0%
0%
0%
0%
14
.
2
%
0%
n/a
0%
0%
Ta
x
a
b
l
e
benet
s
2020
– 202
1
-6.
8%
12
.
0
%
14
.
6
%
1
3.3%
14
.
0
%
n/a
n
/a
n/a
n
/a
n
/a
201
9 – 2020
3.
5%
-0
.5%
-1
.
5
%
-1.
3
%
-
2
.1
%
n
/a
n
/a
n
/a
n
/a
n/a
Annual
bonus
2020
– 202
1
5
7.
8
%
5
9.2
%
5
5.0%
5
7.
8
%
5
5.0%
n
/a
n
/a
n/a
n
/a
n
/a
201
9 – 2020
-
6.
8%
56.6%
5
6.6%
56.6%
56
.6%
n/a
n
/a
n
/a
n
/a
n
/a
1
Alan Kinnear was appointed to the Board with eect from 1 January 2020 and, accordingly, there is no change shown in relation to his fees for the period 2019 – 2020.
 
CEO pay ratio
The following table sets out the ratio of the CEO’s total remuneration in respect of the 2021 nancial year (taken from the single
gure table on page 101) to the 25th percentile, 50th percentile (i.e. the median) and the 75th percentile FTE of the Company’s UK
employees. In line with the applicable regulations, the corresponding ratios for 2018, 2019 and 2020 are also included. For
consistency with the “change in CEO remuneration in relation to the wider workforce” disclosure, the table below also provides the
same ratio in respect of the Company’s UK FTE employees excluding Mounties. This reects the fact that Mounties’ remuneration is
not subject to the same annual review process as the rest of the UK workforce.
Ye
a
r
Method
25t
h pe
rce
nti
le p
ay rat
io
Median pay ratio
7
5t
h pe
rce
nti
le p
ay rat
io
Including
Mounties
Excluding
Mounties
Including
Mounties
Excluding
Mounties
Including
Mounties
Excluding
Mounties
2
0
18
Opt
ion A
4
3
:1
36
:1
4
0:1
2
3:1
3
1:
1
14
:1
2
0
19
O
pti
on A
3
2:1
2
7:1
2
9:1
19
:
1
2
1:
1
13
:
1
2020
Opt
ion A
2
8:1
2
9
:1
2
2
:1
19
:
1
17:
1
14
:
1
2021
Opti
on A
42
:1
3
5:1
3
4
:1
2
3
:1
25
:1
17:
1
Remuneration Report
106
FDM Group (Holdings) plc
Annual Report and Accounts 2021
The Company adopted “Option A” in the regulations for the purposes of calculating the pay ratios as it considers this to be the
mostaccurate method. Remuneration for other employees for the purposes of the calculations was as at 31 December in each
year.In calculating the ratio for all UK employees in the above table, the Company has determined the total FTE remuneration for
allits UK employees for the nancial year and has then ranked those employees based on their total FTE remuneration from low
tohigh. The employees whose remuneration places them at the 25th, 50th (median) and 75th percentile points in this ranking have
then been identied. Mounties were then excluded, and the process was repeated to calculate the ratio for all UK employees
excludingMounties.
In line with the applicable regulations, we have set out below for the same employee percentiles (and for the CEO) their total
remuneration in respect of 2018, 2019, 2020 and 2021 and the salary component of that remuneration.
Ye
a
r
C
EO t
ot
al
remuneration
(sa
lar
y c
omp
on
ent o
f
total remuneration)
2
5th p
er
cen
til
e em
pl
oyee
total remuneration
(sa
lar
y c
omp
on
ent o
f tot
al
remuneration)
Me
dia
n em
plo
yee
total remuneration
(sa
lar
y c
omp
on
ent o
f tot
al
remuneration)
75
th p
erc
ent
il
e emp
loy
ee
total remuneration
(sa
lar
y c
omp
on
ent o
f tot
al
remuneration)
Including
Mounties
Excluding
Mounties
Including
Mounties
Excluding
Mounties
Including
Mounties
Excluding
Mounties
2
0
18
£9
9
5,
000
(£395,
1
0
0)
£
2
3
,
0
15
(
£
19
,
5
0
0
)
£27
,627
(£
25
,
83
8)
£
24
,7
2
2
(
£
19
,
5
0
0
)
£43,5
96
(
£4
1
,34
9)
£
3
2
,15
7
(£
2
3
,9
02)
£
7
2
,1
0
0
(£
48,500)
2
0
19
£
8
01,
9
6
8
(
£404
,25
0
)
£
2
4
,
9
11
(£20
,0
00)
£
29,6
82
(£
24
,9
8
2)
£
2
7,
3
3
9
(£20
,0
00)
£42,
1
50
(
£36
,000
)
£
3
7,
3
0
5
(£20
,0
00)
£63
,49
8
(£55
,00
0)
2020
£750,509
(
£404
,25
0
)
£
2
7,
2
1
0
(£
2
4
,75
0)
£
26,
037
(£
25
,6
38)
£
3
4
,7
75
(£20
,0
00)
£
39,0
89
(
£25
,000
)
£4
4,
483
(
£
4
9
,11
5
)
£53,
280
(£53,28
0)
2021
£982
,53
8
(£4
46,
062)
£2
3,
607
(£20
,0
00)
£
2
8
,1
0
0
(£
25,
50
0)
£
2
8,76
5
(£20
,0
00)
£4
2,9
70
(£
35,
870)
£
39
,7
79
(£20
,0
00)
£
5
7,
5
0
0
(
£50
,
000
)
A signicant proportion of the Executive Directors’ remuneration is performance related. The ratios will therefore vary depending
upon the extent to which performance conditions are satised and the Executive Directors’ performance-related remuneration is
earned. The changes in the ratios between 2020 and 2021 are principally attributable to the signicant impact on the Executive
Directors’ 2020 bonuses of the COVID-19 pandemic as described in the 2020 Directors’ Remuneration Report, as compared to the
bonuses earned in respect of 2021 as a result of the strong performance against the targets set for the year. In addition, the rapid
ramping up of recruitment in 2021 to meet increased demand has caused a signicant increase in rst year Mounties whose
remuneration is lower than the remuneration of second year Mounties. That increase in the number of rst year Mounties changes
the identity and remuneration data of the individuals at certain percentile points, with a corresponding change in the ratios.
TheCommittee considers that the median ratio for 2021 is consistent with the pay, reward and progression policies for employees
as a whole.
Spend on pay
The following table sets out the percentage change in dividends paid and the overall expenditure on pay (as a whole across the
organisation).
Year en
de
d
31 D
ec
emb
er 2
0
21
£000
Year en
de
d
31 D
ec
emb
er 2
0
20
£000
Percentage
change
T
otal dividends paid
1
32,674
34,230
-4.5%
Ov
eral
l ex
pen
dit
ure o
n pay to e
mpl
oyee
s
203,815
195,055
+4.5%
1
The dividends for the year ended 31 December 2020 consist of the rst interim dividend in respect of 2020 of 18.5 pence per share paid on 4 September 2020 and the second
interim dividend in respect of 2020 of 13.0 pence per share which was paid on 26 February 2021. As such this latter payment is not included in the dividends paid for the year
ended 31 December 2021.
107
Strategic
Report
G
over
n
an
c
e
Fin
ancia
l Statem
ents
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Shareholder approval of our Directors’ Remuneration Policy and Directors’ Remuneration Report
The Company’s Directors’ Remuneration Policy and the Company’s 2020 Directors’ Remuneration Report were approved at the AGM
held on 28 April 2021. The results of the votes are set out below:
Resolution
Vot
es
for
% of
vot
es f
or
Vot
es
against
% of vo
te
s
against
Vot
es
withheld
A
ppr
ove t
he D
ire
c
tor
s
’ Re
mun
era
ti
on Pol
ic
y
90,648,379
96.49%
3,298,797
3.51%
2,678,296
A
ppr
ove t
he D
ire
c
tor
s
’ Re
mun
era
ti
on Re
por
t
87,882,825
92.90%
6,713,905
7.10%
2,028,742
Membership of and Advisors to the Remuneration Committee
During the nancial year the Committee’s membership was Peter Whiting (Chair), Michelle Senecal de Fonseca, and Alan Kinnear.
The attendance of members at Remuneration Committee meetings is set out on page 70.
During the nancial year, the Committee received independent advice from Deloitte LLP (“Deloitte”), which was appointed by the
Committee, in relation to the Committee’s consideration of matters relating to Directors’ remuneration. Deloitte was appointed in
2014 following a formal tender process. Fees for advice provided to the Remuneration Committee during the year were £17,675.
Fees were charged on a time and disbursements basis.
Deloitte is a member of the Remuneration Consultants Group and voluntarily operates under its code of conduct in its dealing with
the Remuneration Committee.
Deloitte also provides advice to the Company on the operation of its employee share plans and employee benet trust. The
Committee took this work into account as part of its ongoing review of the appointment of Deloitte and, due to the nature and
extent of the work performed, concluded that it did not impair Deloitte’s ability to advise the Committee objectively and free from
inuence. Accordingly, it is the view of the Committee that the advice it receives from Deloitte is objective and independent.
The Chairman, Chief Executive Ocer and other members of the executive management attend the Committee by invitation
toprovide input, but no Executive Director or other member of management is present when his or her own remuneration is
discussed. Details of individual attendances by Directors at the Remuneration Committee meetings during 2021 are set out on
page70.
Remuneration Report
108
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Directors’ Remuneration Policy
The Company’s Directors’ Remuneration Policy was approved by shareholders at the AGM held on 28 April 2021. Since we are not
seeking approval for a revised policy at the 2022 AGM, we have set out below just the “policy tables”, but with certain date specic
references updated. The full policy as approved at the 2021 AGM is available on the Company’s website at
www.fdmgroup.com
.
Executive Directors
Purpose and link
to strateg
y
Operation
Maximum oppor
tunity
Perf
ormance measures
Base salary
Core
element
of
xed
remuneration
tore
e
c
t th
e
ind
iv
i
dual
’s rol
e
an
d ex
per
ie
nce
as p
ar
t o
f a
bro
ad
ly m
ar
ket
com
pe
ti
ti
ve to
t
al
remuneration
pa
ck
age, t
o
ena
bl
e the G
ro
up
to re
cr
ui
t and
mai
nt
ain t
he
re
quir
ed sk
il
ls
an
d ex
per
tis
e
toen
abl
e it t
o
ac
hie
ve i
ts
s
t
r
a
t
e
g
y.
Sa
lar
y le
vel
s are d
ete
rm
ine
d t
ak
ing i
nto
acc
oun
t a ran
ge of fa
c
tor
s
, w
hic
h may
inc
lu
de (b
ut a
re no
t limi
te
d to):
•
Underlying Group performance;
•
The size and scope of the Executive
Director’s role and responsibilities;
•
The Executive Director’s skill, experience
and performance;
•
Salary levels for equivalent roles at other
listed companies of a similar size and/ or
complexity to the Group; and
•
Pay and conditions elsewhere in the
Group.
Wh
ils
t t
her
e is no m
ax
imu
m sa
lar
y
le
vel
, sa
lar
y in
cre
ase
s wi
ll no
rm
all
y
be w
it
hin t
he r
ange o
f inc
rea
se
s
awa
rde
d to t
he w
ide
r wor
k
f
orce i
n
pe
rcen
t
age of s
al
ar
y t
er
ms
.
Sa
lar
y in
cre
ase
s ab
ove t
his l
eve
l
may b
e aw
ard
ed in a
ppr
opr
ia
te
cir
cum
s
ta
nce
s inc
lu
ding b
ut n
ot
limited to:
•
Where an Executive Director has
been promoted or has had a
change in scope or responsibility;
•
To reect an individual’s
development or performance in
role (e.g. a newly appointed
Executive Director being moved to
align with the market over time);
or
•
Where there has been a change in
the size and/ or complexity of the
business.
Suc
h inc
rea
se
s may b
e
implemented over
such time
period
as t
he Com
mi
t
te
e dee
ms
appropriate.
Not applicable.
Benets
T
o provide
be
ne
t
s as p
ar
t
of a br
oa
dl
y
ma
rke
t
com
pe
ti
ti
ve to
t
al
remuneration.
E
xecu
t
iv
e Dir
ec
to
r
s rece
i
ve be
ne
t
s s
et at
an ap
pro
pr
iat
e le
vel t
ak
in
g int
o acco
unt
tot
al r
emu
ner
at
ion
, ma
rket p
ra
c
tic
e, t
he
be
ne
t
s pr
ov
ide
d to ot
he
r emp
loy
ee
s in
th
e Gro
up an
d in
di
vi
dual c
irc
ums
t
an
ces
.
Be
ne
t
s pr
ov
ide
d cu
rre
nt
ly i
ncl
ud
e ca
r
all
owa
nce
s an
d pr
iv
ate h
eal
th i
nsu
ran
ce.
O
the
r be
ne
t
s ma
y be pr
ov
ide
d ba
se
d on
ind
iv
i
dual c
irc
ums
t
an
ces
. T
he
se ma
y
inc
lu
de, f
orex
am
ple
, rel
oc
at
ion e
xp
ens
es
an
d ex
pa
tr
iat
e all
owa
nce
s.
Wh
ils
t t
he Co
mmi
t
te
e has n
ot se
t
an ab
so
lu
te ma
xim
um on t
he l
ev
el
of b
ene
t
s E
xe
cut
i
ve Di
rec
tor
s ma
y
re
cei
ve, t
he v
alu
e of be
ne
t
s is s
et
at a l
eve
l wh
ich t
he Co
mmi
t
te
e
con
sid
er
s to be a
ppr
opr
ia
tel
y
po
sit
io
ned t
a
kin
g int
o acco
un
t
rel
ev
ant m
ar
ket le
ve
ls ba
se
d on t
he
na
tur
e and l
oc
at
ion o
f th
e rol
e, th
e
le
vel o
f ben
e
t
s pro
v
ide
d for o
th
er
emp
lo
yee
s in t
he Gr
oup a
nd
indiv
idual circums
tances
.
Not applicable.
Retirement benets
T
o provide an
appropriate level
of re
ti
rem
ent
be
ne
t (or c
ash
allowance
eq
ui
val
ent
) as
pa
r
t of a b
roa
dl
y
ma
rke
t
com
pe
ti
ti
ve to
t
al
remuneration
pac
kage
.
E
xecu
t
iv
e Dir
ec
to
r
s are el
ig
ibl
e to
pa
r
ti
cip
at
e in th
e Com
pan
y
’s d
e
ne
d
contribution scheme.
In ap
pro
pr
iat
e cir
cum
s
ta
nce
s, s
uch a
s
wh
ere c
ont
ri
bu
tio
ns e
xcee
d th
e ann
ual o
r
li
fet
im
e all
owa
nce, E
xe
cu
ti
ve D
ire
c
tor
s
may t
a
ke a ta
xa
ble c
as
h sup
ple
men
t
ins
te
ad of c
ont
ri
bu
ti
ons to a p
ens
ion p
lan
.
Com
pan
y pe
nsio
n con
tr
ibu
ti
on (or
ca
sh al
low
anc
e equ
iv
al
ent
) not
exc
eed
ing t
he co
nt
ri
bu
tio
n
av
aila
bl
e to th
e maj
or
it
y o
f th
e
wo
rk
f
orce (cu
rr
ent
l
y 4%).
Not applicable.
109
Strategic
Report
G
over
n
an
c
e
Fin
ancia
l Statem
ents
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Purpose and link
to strateg
y
Operation
Maximum oppor
tunity
Perf
ormance measures
Annual bonus
Rewards
E
xec
ut
i
ve
Dir
ec
t
or
s for
achiev
ing
nancial,
s
tra
te
gic a
nd
/ or
individual tar
gets
in t
he re
lev
an
t
yea
r
, t
o pro
vi
de
an in
cen
ti
ve f
or
ac
hie
vi
ng th
e
Group
’s strate
g
y
.
Per
for
ma
nce me
asu
res a
nd t
ar
get
s a
re
re
vi
ewe
d an
nual
ly a
nd p
ay
-
out l
ev
els a
re
de
ter
min
ed b
y the C
omm
it
t
ee a
f
te
r the
yea
r en
d bas
ed o
n per
for
ma
nce a
gain
s
t
th
e ta
rge
t
s. T
he C
omm
it
t
ee ha
s dis
cre
ti
on
to am
en
d the p
ay
-
ou
t inc
lud
ing i
n
cir
cum
s
ta
nce
s wh
ere a
ny fo
rm
ula
ic
ou
tco
me do
es n
ot re
e
c
t th
e Comm
it
t
ee
’s
as
se
ssm
en
t of ov
era
ll pe
r
fo
rm
ance o
r is
not c
ons
ide
red a
ppr
opr
ia
te in t
he co
nte
x
t
of ci
rcu
ms
t
anc
es t
hat w
ere u
ne
xpe
c
te
d or
unf
ore
se
en a
t the s
t
ar
t o
f the re
le
van
t yea
r
.
Or
dina
ri
ly, up to 3
3% o
f the b
on
us ea
rn
ed
wi
ll be d
ef
err
ed i
nto an a
war
d of sh
are
s,
wh
ich s
hal
l be re
lea
se
d fol
low
in
g the e
nd
of a t
w
o
-ye
ar de
fe
rr
al pe
ri
od. T
he
Com
mit
tee m
ay re
qui
re, o
r per
mi
t th
e
de
fer
ra
l of hig
he
r lev
el
s of bo
nus
. Th
e
Com
mit
tee m
ay p
ay th
e wh
ol
e of any
bo
nus e
arn
ed i
n ca
sh wh
ere t
he d
ef
err
ed
am
oun
t woul
d oth
er
wis
e be be
lo
w £
1
0,
0
0
0.
De
fer
re
d bo
nus a
war
ds ma
y ta
ke the f
or
m
of a ni
l or no
min
al cos
t o
pt
ion to a
cqu
ire
th
e rel
ev
ant s
har
es fo
llo
wi
ng re
lea
se, o
r as
a re
quir
eme
nt to i
nve
s
t th
e af
t
er-t
ax
po
r
ti
on of t
he b
onu
s int
o sha
res w
hi
ch
mus
t b
e ret
a
ine
d unt
il re
le
ase
.
Th
e Com
mi
t
tee m
ay aw
ard d
iv
i
den
d
eq
ui
val
ent
s o
n def
er
re
d amo
unt
s to r
e
ec
t
di
v
ide
nds t
ha
t wou
ld ha
ve be
en p
aid o
n
th
e def
er
re
d awa
rd sha
re
s ove
r the p
er
io
d
to th
eir r
ele
as
e; th
es
e div
i
den
d equ
iv
ale
nt
s
may b
e pa
id in c
as
h or sha
re
s and m
ay
as
sum
e th
e rein
ve
st
me
nt of d
iv
id
en
ds in
to
Com
pan
y sha
res o
n suc
h ba
sis as t
he
Com
mit
tee d
ete
rm
ine
s.
Recovery
Re
cove
r
y p
rov
isi
ons a
ppl
y a
s summ
ar
ise
d
be
low t
he t
ab
le.
Ma
xim
um bo
nu
s opp
or
t
uni
t
y f
or
E
xecu
t
iv
e Dir
ec
to
r
s is 1
50
% of ba
se
salar
y.
Per
for
ma
nce me
asu
res
an
d ta
rge
t
s are s
et
ann
ual
ly r
e
ec
t
ing t
he
Com
pan
y
’s s
t
ra
teg
y
an
d alig
ne
d wi
th ke
y
na
nc
ial
, st
ra
teg
ic an
d
/
or in
di
v
idua
l t
arg
et
s.
Sub
jec
t to th
e
Com
mit
tee
’
s dis
cre
tio
n
to override formulaic
ou
t
tu
rn
s, p
ay
-
ou
t of up
to 20
% of ma
x
imum f
or
th
res
hol
d pe
r
fo
rm
ance
(th
e min
imu
m lev
el of
pe
r
fo
rm
ance r
esu
lt
ing
in an
y pa
ym
ent
), 5
0%
of ma
xi
mum f
or
on
-
ta
rge
t pe
r
fo
rma
nce
an
d ful
l pa
y-
ou
t fo
r
s
tre
tc
h per
for
ma
nce.
Th
ere i
s ord
ina
ri
ly
s
tra
ig
ht-l
ine v
es
t
ing
be
t
we
en ea
ch o
f the
point
s.
At l
eas
t 5
0% o
f the
bo
nus w
ill b
e as
se
ss
ed
aga
ins
t key 
nan
cia
l
pe
r
fo
rm
ance m
eas
ure
s
wh
ich m
ay in
clu
de
re
ven
ue, p
re
-t
a
x pro
t
or ot
he
r key n
anc
ial
pe
r
fo
rm
ance m
et
ri
cs o
f
th
e Comp
an
y. Any
ba
lan
ce of t
he bo
nus
may b
e as
se
ss
ed
aga
ins
t no
n
-n
an
cial
s
tra
te
gic m
eas
ure
s
an
d/ o
r ind
iv
id
ual
per
formance.
Buy As You Earn (“BAYE”) Plan
T
o c
rea
te s
t
a
ali
gnm
en
t wi
th
th
e Gro
up an
d
en
cour
age sh
are
owner
ship.
Par
t
ic
ipa
nt
s ma
y acq
uire u
p to £1
2
,0
0
0 of
sha
res e
ac
h year f
ro
m th
eir a
f
te
r
-t
a
x
rem
une
ra
tio
n (“
P
urc
has
ed Sh
are
s
”
).
Pro
vi
de
d the P
urc
has
ed S
hare
s are
re
ta
ine
d in t
he pl
an an
d sub
jec
t
, o
rdi
nar
il
y,
to co
nti
nue
d em
plo
ym
en
t, a
ddi
t
iona
l
“
Mat
chi
ng Sh
are
s
” are a
war
ded o
n th
e
ba
sis of a 1f
or 3 ma
tch f
oll
ow
ing t
he e
nd
of ea
ch of t
he 
rs
t
, t
hir
d and 
f
t
h yea
rs
fol
lo
win
g th
e yea
r in re
spe
c
t of w
hic
h th
e
pur
cha
se
d sha
res w
ere a
cqu
ire
d. F
or
ex
amp
le
, if 9
0
0 sha
res a
re pu
rch
ase
d by a
pa
r
ti
cip
an
t in re
spe
c
t of 20
21
, the
y wi
ll
re
cei
ve an a
dd
it
ion
al 3
00 M
atc
hin
g Sha
res
fol
lo
win
g th
e end o
f eac
h of 202
2
, 2024
an
d 2026 (
g
iv
in
g a tot
al of 9
0
0 Ma
tc
hin
g
Sha
res a
gai
ns
t th
e 9
00 s
har
es pu
rch
as
ed
in 2021).
Recovery
Re
cove
r
y p
rov
isi
ons a
ppl
y to M
atc
hin
g
Sha
res a
s sum
mar
is
ed b
elo
w th
e ta
bl
e.
Ma
xim
um va
lue o
f Pur
cha
se
d
Sha
res t
ha
t may b
e acq
uir
ed in
re
spe
c
t of an
y yea
r is £1
2
,0
0
0.
Th
e ma
xi
mum ra
ti
o of Ma
tch
ing
Sha
res t
o Pur
cha
se
d Shar
es is a
s
de
scr
ib
ed i
n the “
O
per
at
ion
”
column.
Not s
ubj
ec
t to
pe
r
fo
rm
ance m
eas
ure
s
in li
ne w
it
h t
y
pic
al
mar
ket p
rac
tic
e.
Remuneration Report
110
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Purpose and link
to strateg
y
Operation
Maximum oppor
tunity
Perf
ormance measures
Performance Share Plan (“PSP”)
T
o i
nce
nt
iv
is
e
E
xec
ut
i
ve
Dir
ec
t
or
s ove
r
th
e lon
ger te
rm
,
an
d to de
li
ver
per
formance
-
rel
ate
d pa
y, wit
h
a cl
ear li
ne of
sig
ht f
or
E
xecu
t
iv
es an
d
dir
ec
t a
lig
nme
nt
wi
th
shareholder
s’
interes
t
s.
Awards unde
r the P
SP w
ill t
yp
ic
all
y b
e
gr
ant
ed asa co
ndi
ti
ona
l awa
rd or t
he g
ran
t
of a ni
l or no
min
al cos
t o
pt
ion
, in ei
th
er
ca
se v
es
ti
ng su
bje
c
t to t
he ac
hie
vem
en
t of
sp
eci
e
d pe
r
fo
rm
ance c
ond
it
ion
s, o
ver a
pe
rio
d of a
t lea
st t
hr
ee ye
ar
s.
Th
e Com
mi
t
tee h
as di
scr
et
ion t
o red
uce
th
e for
mu
laic v
es
t
ing o
ut
t
ur
n inc
lu
ding i
n
cir
cum
s
ta
nce
s wh
ere t
he f
or
mula
ic
ou
tco
me do
es n
ot re
e
c
t th
e Comm
it
t
ee
’s
as
se
ssm
en
t of ov
era
ll pe
r
fo
rm
ance o
r is
not c
ons
ide
red a
ppr
opr
ia
te in t
he co
nte
x
t
of ci
rcu
ms
t
anc
es t
hat w
ere u
ne
xpe
c
te
d or
unf
ore
se
en a
t th
e date o
f gr
ant
.
Awa
rds a
re g
ran
ted s
ubje
c
t to a h
old
ing
pe
rio
d of t
w
o yea
r
s beg
inn
ing o
n th
e
ve
st
in
g dat
e eit
he
r on t
he ba
sis t
hat t
he
y
wi
ll no
t ord
inar
il
y b
e rel
eas
ed (so t
ha
t th
e
pa
r
t
ici
pa
nt is e
nt
it
le
d to ac
qui
re th
e sha
re
s)
unt
il t
he e
nd of t
hat p
er
io
d or on t
he b
asis
th
at t
he pa
r
t
ici
pan
t is en
ti
tl
ed to a
cqu
ire
sha
res f
oll
ow
ing t
he a
ss
es
sme
nt of t
he
app
lic
ab
le p
er
f
or
man
ce con
di
tio
n bu
t th
at
(oth
er th
an as r
ega
rds s
al
es to c
ove
r ta
x
lia
bil
it
ies) t
he aw
ard i
s not re
le
ase
d (so t
hat
th
e par
ti
cip
an
t is abl
e to di
spo
se of t
ho
se
sha
res) un
ti
l th
e end o
f the h
ol
ding p
er
io
d.
Th
e Com
mi
t
tee m
ay a
t it
s di
scr
et
ion
s
tr
uc
t
ure a
war
ds as A
pp
rov
ed
Per
for
ma
nce Sh
are P
lan (
“AP
SP
”
) awa
rds
com
pr
isin
g bot
h an H
MRC t
a
x-fa
vou
red
op
tio
n gra
nte
d un
der t
he Co
mpa
ny Sh
are
Op
tio
n Pla
n (“
C
SO
P
”
) a
nd a P
SP awa
rd.
AP
SP a
war
ds en
abl
e an E
xec
ut
i
ve Di
rec
t
or
an
d the C
omp
any t
o ben
e
t f
rom H
MRC
t
ax-f
av
our
ed op
ti
on tr
eat
me
nt in r
esp
ec
t
of p
ar
t of t
he a
war
d wi
th
ou
t inc
rea
sing t
he
pre
-
t
ax v
alu
e del
iv
ere
d to p
ar
t
ici
pa
nt
s.
A
PS
P awa
rds w
oul
d be s
t
ru
c
t
ure
d as ei
t
he
r:
(1
) at
a
x-fa
vo
ure
d opt
io
n and a P
SP aw
ard
,
wi
th t
he v
es
t
ing of t
he P
SP aw
ard s
c
ale
d
ba
ck to t
ake a
ccou
nt of a
ny ga
in ma
de on
exe
rci
se of t
he t
a
x-fa
vou
red o
pt
ion; o
r (2) a
t
ax f
avo
ure
d opt
io
n, P
SP aw
ard o
ver a
re
duce
d num
be
r of sha
re
s and s
ep
ara
te
PS
P awa
rd w
hic
h is to f
und t
he e
xerc
ise
pr
ice o
f the t
a
x-fa
vo
ure
d opt
ion
. O
th
er
th
an to e
nab
le th
e gr
ant o
f AP
SP aw
ard
s
,
th
e Comp
an
y wi
ll not g
ra
nt aw
ard
s to
E
xecu
t
iv
e Dir
ec
to
r
s und
er th
e CS
OP
.
Recovery
Re
cove
r
y p
rov
isi
ons a
ppl
y a
s summ
ar
is
e
d
be
low t
he t
ab
le.
Th
e usu
al ma
xi
mum a
war
d le
vel
und
er t
he P
SP in re
sp
ec
t o
f any
na
nc
ial ye
ar fo
r E
xecu
ti
v
e
Dir
ec
t
or
s is aw
ard
s ove
r sha
res
wi
th a v
al
ue of 150% o
f sa
lar
y.
Th
e Com
mi
t
tee h
as di
scr
et
ion t
o
gr
ant a
war
ds un
der t
he P
SP in
re
spe
c
t of an
y na
nci
al ye
ar fo
r
E
xecu
t
iv
e Dir
ec
to
r
s up to a
ma
xim
um of 2
0
0% of s
al
ar
y
.
Th
e Com
mi
t
tee m
ay a
t it
s
dis
cre
ti
on s
tr
uc
tur
e awa
rds a
s
AP
SP a
war
ds as d
es
cr
ibe
d in t
he
“
Op
era
tio
n
” colu
mn. R
e
ec
t
ing t
he
int
era
c
ti
on b
et
w
een t
he t
a
x-
fa
vou
red o
pt
ion a
nd th
e PS
P
awa
rd
, the s
har
es su
bje
c
t to t
he
t
ax-f
av
our
ed op
ti
on are n
ot t
aken
int
o acco
un
t wh
en as
se
ss
ing t
hes
e
lim
it
s in o
rde
r to av
oid d
oub
le
counting.
Per
for
ma
nce w
ill b
e
assessed ag
ainst
challenging
per
formance target
s.
Per
for
ma
nce w
ill b
e
ba
se
d t
y
pic
al
ly o
n
na
nc
ial me
asu
res
inc
lu
ding
, b
ut n
ot
lim
ite
d to, E
PS g
row
th
.
Awa
rds (ot
he
r tha
n, i
n
acc
orda
nce w
i
th t
he
re
quir
eme
nt
s of t
he
app
lic
ab
le t
a
x
le
gis
lat
ion
, an
y
t
ax-f
av
our
ed op
ti
on
gr
ant
ed as p
ar
t of an
AP
SP a
war
d) w
ill a
lso
be s
ubje
c
t to a 
nan
cia
l
und
er
pin s
uch t
ha
t PSP
awa
rds w
il
l onl
y ve
s
t if
th
e Comm
it
tee i
s
sa
ti
s
ed w
i
th t
he
ove
ral
l pe
r
fo
rma
nce o
f
th
e Comp
an
y.
Per
for
ma
nce me
asu
res
(and t
hei
r wei
gh
tin
g
wh
ere t
he
re is m
ore
th
an on
e mea
sur
e) are
re
vi
ewe
d an
nual
ly t
o
maint
ain
appropriateness and
relevance.
Fo
r th
res
hol
d
pe
r
fo
rm
ance u
p to 25%
of t
he aw
ard w
ill v
es
t
,
ri
sing t
o 1
0
0% o
f th
e
awa
rd ve
s
ti
ng fo
r
maximum
per
formance, t
ypicall
y
wi
th s
t
rai
gh
t-li
ne
ve
st
in
g in be
t
we
en
.
Be
low t
hr
esh
old
pe
r
fo
rm
ance
, th
e
awa
rd w
ill n
ot ve
s
t.
Wh
ere a t
a
x-f
avo
ure
d
op
tio
n is gr
ant
ed a
s
par
t of an A
P
SP awa
rd
,
th
e sa
me p
er
f
orm
anc
e
con
di
tio
ns w
ill a
ppl
y to
th
e ta
x-f
avo
ure
d op
tio
n
as
app
l
y
t
o
the PSP
awa
rd.
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FDM Group (Holdings) plc
Annual Report and Accounts 2021
Information supporting the policy table
Explanation of performance measures chosen
Performance measures for the annual bonus and PSP awards which reect the Company’s strategy are selected. Stretching
performance targets are set each year by the Committee taking into account a number of dierent factors.
The annual bonus can be assessed against nancial, strategic and/ or individual targets determined by the Committee with at least
50% subject to key nancial targets. The Committee considers nancial measures like prot before tax and revenue to be important
performance metrics because they encourage behaviours that facilitate protable growth and the successful future strategic
development of the business. Strategic measures will be aligned to the Company’s strategy in order that Executive Directors are
appropriately rewarded for taking decisions which reect the overall direction of the Group.
Long-term performance measures are chosen by the Committee to provide a robust and transparent basis on which to measure the
Company’s performance over the longer term and to provide alignment with the business strategy. They are selected to be aligned
with the interests of shareholders and to drive business performance. Currently EPS performance is considered to be a key measure
of success as it encapsulates the outcomes of many of the strategic drivers of the business, and helps align management incentives
with growth in shareholder value.
The Committee retains the discretion to adjust or set dierent performance measures or targets where it considers it appropriate
todo so (for example, to reect a change in strategy, a material acquisition and/ or a divestment of a Group business or a change
inprevailing market conditions) and to assess performance on a fair and consistent basis from year to year.
Operation of the Company’s share plans
The PSP, BAYE and deferred bonus plan will be operated by the Committee in accordance with their rules, including the ability to
adjust the number of shares subject to awards in the event of a variation of share capital, demerger, delisting, special dividend,
rights issue or other event which may, in the opinion of the Committee, aect the current or future value of shares.
At the discretion of the Committee, awards under the PSP, BAYE and deferred bonus plan may be settled in cash (or granted as a
cash award over a notional number of shares). However, the Committee would only settle or grant an Executive Director’s award in
cash where the particular circumstances made that appropriate – for example in the event of a regulatory restriction on the delivery
of shares, or in respect of the tax arising on the vesting or release of the award.
Shareholding guidelines
To align the interests of Executive Directors with those of shareholders, the Committee has adopted shareholding guidelines which
apply in employment and after cessation of employment.
In employment
Executive Directors are required to retain half of any shares acquired under the PSP and any deferred bonus award (after sales to
cover tax) until such time as their holding has a value equal to 200% of salary.
Shares subject to PSP awards which have vested but not been released, shares subject to released PSP awards which have not been
exercised, and shares subject to deferred bonus awards count towards the guideline on a net of assumed tax basis.
After cessation of employment
Shares are subject to this requirement only if they are acquired from share plan awards (PSP, BAYE Matching Shares and deferred
bonuses) granted after 1 January 2021. The Executive Director must retain: (a) until the audit sign-o of the nancial statements for
the year in which they leave the business, such of those shares as are subject to this requirement as have a value equal to the
in-employment guideline; and (b) until the audit sign-o of the nancial statements for the following year, such of those shares as
have a value equal to 50% of the in-employment guideline, or in either case and if fewer, all of those shares. The vesting of relevant
share awards granted from 1 January 2021 onwards will be conditional upon the Executive Director agreeing to the shares being
held in a nominee arrangement to enable the eective monitoring and implementation of this policy.
Remuneration Report
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Annual Report and Accounts 2021
Recovery
Annual bonus
For up to three years following the payment of the non-deferred part of an annual bonus award, the Committee may require the
repayment of some or the entire cash award paid (or may cancel or reduce any deferred share award or require the forfeiture of
shares acquired pursuant to a deferred share award) in the event of fraud, dishonesty leading to a material misstatement of
nancial results, serious reputational damage, or material corporate failure.
PSP and BAYE
At the discretion of the Committee, unvested PSP awards and unvested BAYE matching awards may be reduced, cancelled or have
further conditions imposed in certain circumstances including (but not limited to):
•
A material misstatement of the Company’s audited nancial results;
•
A material failure of risk management by the Company or any subsidiary company within the Group;
•
A material miscalculation of any performance measure;
•
Serious reputational damage; or
•
Material corporate failure.
For up to three years following the vesting of an award, the Committee may require the repayment (which may be eected by the
cancellation or forfeiture of a vested but unreleased PSP award) of some or the entire award in the event of fraud, dishonesty
leading to a material misstatement of nancial results, serious reputational damage, or material corporate failure.
Non-Executive Directors
Purpose and link to strategy
Operation
Other items
To enable the Company to
attract and retain Non-
Executive Directors of the
required calibre by oering
market competitive rates
The Chairman is paid a basic Chairman fee and
additional fees for chairmanship of any Board
committees.
Non-Executive Directors receive a basic fee and
additional fees for chairmanship of any Board
committees or for other responsibilities or time
commitments.
The Chairman’s fee is determined by the
Remuneration Committee and the fees of the other
Non-Executive Directors are determined by the
Board.
Fees are based on the time commitment and
contribution expected for the role and the level of
fees paid to Non-Executive Directors serving on the
board of similar-sized UK listed companies.
Overall fees paid to Non-Executive Directors will
remain within the limit set by the Company’s Articles
of Association from time to time.
Non-Executive Directors may be
eligible to be reimbursed travel and
subsistence costs incurred in the
performance of their duties and to
receive other benets relevant to
the performance of their roles.
The Non-Executive Directors do not
participate in the Company’s
annual bonus, share plans or
pension schemes or other benet
in kind arrangements.
113
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FDM Group (Holdings) plc
Annual Report and Accounts 2021
Service contracts
FDM’s policy is that Executive Directors’ service agreements should have a notice period of up to 12 months, and each Executive
Director has a service contract which may be terminated by the Company or Director by giving twelve months’ notice. Each Non-
Executive Director has a letter of appointment with the Company which may be terminated by the Company or Director by giving
three months’ notice. Details of the Directors’ service contracts (or letter of appointment in the case of a Non-Executive Director),
notice periods and, where applicable, expiry dates are set out below:
Name
Commencem
ent
Exp
iry
Notice period
Rod Flavell
16 June 2014
–
12 months
Sheila Flavell
16 June 2014
–
12 months
Mike McLaren
16 June 2014
–
12 months
Andy Brown
16 June 2014
–
12 months
Peter Whiting
16 June 2014
–
3 months
Michelle Senecal de Fonseca
15 January 2016
–
3 months
David Lister
9 March 2016
–
3 months
Jacqueline de Rojas
1 October 2019
–
3 months
Alan Kinnear
1 January 2020
–
3 months
Approval
This Report was approved by the Board on 16 March 2022 and signed on its behalf by:
Peter W
hiting
Chair of the Remuneration Committee
16 March 2022
Remuneration Report
114
FDM Group (Holdings) plc
Annual Report and Accounts 2021
The Directors present the Directors’ Report and audited Consolidated Financial Statements of FDM Group (Holdings) plc for the year
ended 31 December 2021.
Principal activities, business review and future developments
The Group is a global professional services provider with a focus on Information Technology. The Group’s principal business
activities involve recruiting, training and deploying its own permanent IT and business consultants to clients, either on site or
remotely. The Strategic Report on pages 1 to 59 provides a review of the Group’s performance during the nancial year as well asits
future prospects.
Results and dividends
The Group reported a prot after tax for the year of £31.8 million (2020: £30.8 million). Results for the year are set out in the
Consolidated Income Statement on page 130.
The Directors propose a nal dividend of 18 pence per share for the year to 31 December 2021. Subject to shareholder approval,
this dividend will be paid on 10 June 2022 to shareholders on the register on 20 May 2022. An interim dividend of 15.0 pence
pershare was declared by the Directors on 27 July 2021 and was paid on 3 September 2021 to shareholders on the register on
6 August 2021.
Directors
The Directors of the Company who were in oce during the year and up to the date of signing the nancial statements unless
otherwise stated, were:
David Lister
Non-Executive Chairman
Roderick Flavell
Chief Executive Ocer
Sheila Flavell
Chief Operating Ocer
Michael McLaren
Chief Financial Ocer
Andrew Brown
Chief Commercial Ocer
Peter Whiting
Non-Executive Director
Michelle Senecal de Fonseca
Non-Executive Director
Jacqueline de Rojas
Non-Executive Director
Alan Kinnear
Non-Executive Director
The biographies of the currently serving Directors are provided on pages 63 to 65.
Director share interests
Details of the interests of Directors in the shares of the Company are provided on page 103.
Director long-term incentive schemes
For the purposes of the UK Listing Authority Listing Rules section 9.8.4C R, details of the Group’s long-term incentive schemes are
disclosed in the Remuneration Report starting on page 96. All other information required to be disclosed by Listing Rule section
9.8.4 R is not applicable for the year under review.
D
i
r
e
c
t
or
s
’
R
ep
or
t
115
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FDM Group (Holdings) plc
Annual Report and Accounts 2021
Directors’ Report
Directors’ indemnity and liability insurance
As permitted by the Articles of Association, the Directors have the benet of an indemnity which is a qualifying third-party indemnity
provision as dened by Section 234 of the Companies Act. The indemnity was in force throughout the last nancial year and is
currently in force. The Company also purchased and maintained throughout the nancial year Directors’ and Ocers’ liability
insurance in respect of itself and its Directors.
Risk management objectives and policies
The Group through its operations is exposed to a number of risks. Details of the Group’s nancial risk management objectives and
policies are set out in note 28 to the Consolidated Financial Statements. The principal risks that the Group faces are set out on pages
32 to 39 of the Strategic Report.
Controls in place over consolidation of nancial results
The Group’s Consolidated Financial Statements are prepared by the Group’s Finance team. The team is based in one
central location,
where all the individual entity general ledgers are also maintained. The consolidation process involves preparation and separate
reviews of the results by qualied and experienced nance sta.
Corporate governance
For details of the Corporate Governance Report see page 66. The Corporate Responsibility report, on pages 40 to 59, includes
information about the Group’s employment policies and greenhouse gas emissions. The Corporate Responsibility report also
includes information on the steps taken by the Group to ensure that slavery and human tracking are not taking place within the
Group’s business, in line with the Modern Slavery Act 2015.
Branches outside the UK
The Group operates branches in France, Denmark and Spain.
Substantial shareholders
As at 31 December 2021 and as at 7 March 2022, the Company had been advised, in accordance with the Disclosure and
Transparency Rules of the Financial Conduct Authority, of the following notiable interests (whether directly or indirectly held)
in3%or more of its voting rights:
A
s at 3
1 De
cem
be
r 20
21
A
s a
t 7 Mar
ch 2
02
2
Subst
antial shareholder
Direc
t/ indirec
t
interes
t
Num
be
r of
shares
% of i
ss
ue
d
share capital
Num
be
r of
shares
% of i
ss
ue
d
share capital
Ba
ill
ie Gi
o
rd & Co
Indirec
t
17,857,892
16.4%
17,857,892
16.4%
Rod Flavell
Di
rec
t
7,324,818
6.7%
7,324,818
6.7%
Sheila Flavell
Direc
t
7,320,956
6.7%
7,320,956
6.7%
St
an
dard L
i
fe In
ves
t
men
t
s
Indirec
t
5,445,960
5.0%
5,445,960
5.0%
A
r
te
mis In
ve
st
me
nt Ma
nage
me
nt
Indire
c
t
5,491,747
5.0%
5,491,747
5.0%
Majedie As
set Management
Indirec
t
5,435,803
5.0%
5,435,803
5.0%
A
mer
ip
ris
e F
inan
cia
l, I
nc. a
nd i
t
s gro
up
Dir
ec
t a
nd in
dir
ec
t
5,314,856
4.9%
5,314,856
4.9%
Invesco Ltd
Indirec
t
5,394,203
4.9%
5,394,203
4.9%
BlackRock
Indirec
t
5,210,213
4.8%
5,210,213
4.8%
A
nd
y Bro
wn
Direc
t
4,014,451
3.7%
4,014,451
3.7%
Ka
y
ne A
nde
r
son R
udn
ick I
nve
s
tm
ent
Man
agem
en
t, L
LC
Direc
t
3,314,175
3.0%
3,314,175
3.0%
116
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Political donations
The Group made no political donations in the year (2020: £nil).
Going concern
The Group’s business activities, together with the factors that are likely to aect its future development, performance and position
are summarised in the Strategic Report. The principal risks, uncertainties and risk management processes are also described in the
Strategic Report.
The Group’s continued and forecast global growth, positive operating cash ow and liquidity position, together with its distinctive
business model and infrastructure, enable the Group to manage its business risks successfully. The Group’s forecasts and
projections show that it will continue to operate with adequate cash resources.
The Directors therefore have a reasonable expectation that the Company and the Group will have adequate resources to continue in
operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis for preparing
the nancial statements.
 
UK Streamlined Energy and Carbon Reporting (“SECR”)
In accordance with SECR requirements, a summary of UK and worldwide energy consumption and emissions for 2021 and 2020 is
presented on page 55. Details of the Group’s compliance with legislation relating to greenhouse gas emissions reporting are set out
on page 54 and in the Corporate Responsibility report.
Employee engagement
How the Directors have engaged with employees and have regard to their interests are detailed on page 74.
We use a number of methods to consult our employees regularly so that their views can be taken into account in making decisions
that are likely to aect their interests, and we encourage our sta to become involved in FDM Group’s performance through our
discretionary Performance Share Plan and our all-employee Buy As You Earn share plan. Further information on these initiatives
toengage with our employees is set out on page 45 of the Corporate Responsibility report.
Engagement with other stakeholders
Information on the Directors’ engagement with other stakeholders can be found on pages 73 to 75.
Employee information
Information on the Group’s employee policies is included on pages 46 and 48 in the Corporate Responsibility report. Information on
the Group’s policies in respect of persons that become disabled during their employment, and the training, career development and
promotion of disabled persons, is set out on page 46 in the Corporate Responsibility report.
Capital structure
The Group’s capital structure is detailed in note 22 to the Consolidated Financial Statements. The number of ordinary shares in issue
was unchanged during the year.
Investment in own shares
During the AGM held on 28 April 2021, the shareholders approved that up to 10% of the Company’s shares could be purchased by
the Company and held as own shares, renewing the authority agreed on 25 April 2020. The authority expires at the conclusion of the
Company’s next Annual General Meeting after the passing of this resolution or, if earlier, at 23:59 on 27 July 2022.
During 2020, the FDM Group Employee Benet Trust was established to purchase shares sold by option holders upon exercise of
options under the FDM Performance Share Plan. The Group accounts for its own shares held by the Trustee of the FDM Group
Employee Benet Trust as a deduction from shareholders’ funds.
117
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FDM Group (Holdings) plc
Annual Report and Accounts 2021
Change of control
The Group has agreements in place with certain of its banking customers that give the bank the right to terminate the contract
onachange of control following a takeover bid for the Group.
The Group has no agreements with employees or Directors that provide for compensation for loss of oce or employment that
occurs resulting from a takeover bid.
The Group knows of no agreements under which holders of securities in the Company may restrict votes or transfers in the
Company’s shares.
Post balance sheet events
There are no post balance sheet events.
Related party transactions
The Group’s related party transactions are detailed in note 27 to the Consolidated Financial Statements.
Independent auditors
In accordance with Section 487 of the Companies Act, a resolution for the reappointment of PricewaterhouseCoopers LLP as
auditors of the Company is to be proposed at the forthcoming Annual General Meeting.
 
Statement of Directors’ responsibilities in respect of the nancial statements
The Directors are responsible for preparing the Annual Report and the nancial statements in accordance with applicable law
andregulation.
Company law requires the Directors to prepare nancial statements for each nancial year. Under that law the Directors have
prepared the Group and Company nancial statements in accordance with UK-adopted international accounting standards. Under
company law, directors must not approve the nancial statements unless they are satised that they give a true and fair view of the
state of aairs of the Group and Company and of the prot or loss of the Group for that period. In preparing the nancial
statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
state whether applicable UK-adopted international accounting standards have been followed, subject to any material
departures disclosed and explained in the nancial statements;
•
make judgements and accounting estimates that are reasonable and prudent; and
•
prepare the nancial statements on the going concern basis unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sucient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy at any time the nancial position of the Group and Company and
enable them to ensure that the nancial statements and the Directors’ Remuneration Report comply with the Companies Act 2006
and, as regards the Group nancial statements, Article 4 of the IAS Regulation.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of nancial statements may dier from legislation in other jurisdictions.
Directors’ Report
118
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Directors’ conrmations
The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and
providesthe information necessary for shareholders to assess the Group’s and Company’s position and performance, business
model and strategy.
Each of the Directors, whose names and functions are listed in the Directors’ Report conrm that, to the best of their knowledge:
•
The Group and Company nancial statements, which have been prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the assets, liabilities, nancial position and prot of the Group and prot of
the Company; and
•
The Strategic Report contained in the Annual Report includes a fair review of the development and
performance of the business
and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.
 
In the case of each Director in oce at the date the Directors’ Report is approved:
•
So far as the Director is aware, there is no relevant audit information of which the Group and Company’s auditors are
unaware;and
•
They have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant
audit information and to establish that the Group and Company’s auditors are aware of that information.
The Directors’ Report has been approved by the Board of Directors of FDM Group (Holdings) plc on 16 March 2022 and signed on
itsbehalf by:
Rod Flave
ll
Chief Executive Ocer
16 March 2022
Mike McLare
n
Chief Financial Ocer
16 March 2022
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Report
G
over
n
an
c
e
Fin
ancia
l Statem
ents
FDM Group (Holdings) plc
Annual Report and Accounts 2021
Fi
n
a
nc
i
a
l
S
ta
te
m
e
n
t
s
Financial Stateme
nts
1
22
Ind
epe
nde
nt a
udi
tor
s
’ re
por
t to t
he
me
mb
er
s of FD
M Gr
oup (
Hol
din
gs) p
lc
1
30
Cons
oli
dat
ed In
com
e St
ate
me
nt
1
31
Cons
oli
dat
ed St
a
tem
ent o
f Comp
reh
ens
iv
e Inc
ome
1
32
Cons
oli
dat
ed St
a
tem
ent o
f Fin
an
cial P
osi
ti
on
1
33
Cons
oli
dat
ed St
a
tem
ent o
f Cas
h Fl
ow
s
1
34
Cons
oli
dat
ed St
a
tem
ent o
f Cha
nge
s in Equ
it
y
1
35
Note
s to t
he Con
so
lida
te
d Fin
an
cial S
ta
te
men
t
s
1
58
Paren
t Com
pan
y St
ate
me
nt of F
ina
nc
ial Po
sit
io
n
1
59
Paren
t Com
pan
y St
ate
me
nt of C
ash F
lo
ws
1
60
Paren
t Com
pan
y St
ate
me
nt of C
han
ges i
n Equi
t
y
1
6
1
N
ote
s to th
e Pare
nt Co
mpa
ny F
ina
nci
al St
at
eme
nt
s
1
65
Shareholder
Information
12
0
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
12
1
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
12
2
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
I
ndependen
t audi
tor
s’ re
port to the
members of F
D
M G
roup (Holdi
ngs
) plc
Re
por
t on th
e au
di
t of th
e n
anc
i
al statem
ents
Opini
on
In ou
r opi
nio
n, F
DM G
rou
p (Ho
ldi
ng
s) plc
’
s gro
up n
anc
ial s
t
at
eme
nt
s an
d pa
ren
t comp
an
y na
ncia
l s
ta
te
men
t
s
(th
e“
n
anc
ials
t
at
eme
nt
s
”
):
•
gi
v
e a tr
ue an
d fai
r vi
ew o
f the s
t
a
te of t
he gr
oup
’s a
nd of t
he p
are
nt co
mpa
ny
’s a
air
s a
s at 31 De
cem
be
r 2021 an
d of th
e
gr
oup
’s p
ro
t an
d the g
ro
up
’s an
d par
ent c
omp
any
’s c
as
h ow
s fo
r th
e yea
r the
n en
ded
;
•
ha
ve be
en p
rop
er
ly p
rep
ar
ed in a
ccor
dan
ce wi
t
h UK-a
do
pte
d int
er
nat
ion
al ac
coun
ti
ng s
t
and
ard
s; an
d
•
ha
ve be
en p
rep
are
d in a
ccor
dan
ce wi
th t
he r
equ
ire
men
t
s of th
e Comp
an
ies A
c
t 20
0
6.
We hav
e au
dit
ed t
he n
anc
ial s
t
at
eme
nt
s
, inc
lud
ed w
it
hi
n the A
n
nual R
epo
r
t an
d Ac
coun
t
s 2021 (t
he “An
nua
l Rep
or
t
”
)
, wh
ich
com
pr
ise: t
he Co
ns
oli
date
d an
d Pare
nt Co
mpa
ny St
at
eme
nt
s of F
in
anc
ial Po
si
tio
n as a
t 31 Dec
emb
er 2021; the Co
nso
lida
te
d
Inc
ome S
ta
tem
en
t and Co
ns
oli
dat
ed St
at
eme
nt of C
omp
reh
ens
iv
e Inco
me
, the C
ons
oli
dat
ed an
d Pare
nt Co
mpa
ny St
a
tem
ent
s of
Ca
sh F
low
s
, and t
he Co
ns
oli
date
d an
d Pare
nt Co
mpa
ny St
at
eme
nt
s of C
han
ges i
n Equi
t
y f
or t
he ye
ar th
en e
nde
d; an
d th
e note
s
to t
he n
anc
ial s
t
at
eme
nt
s
, wh
ich i
ncl
ude a d
es
cr
ipt
ion o
f th
e sig
ni
c
ant a
ccou
nt
ing p
oli
cie
s.
Ou
r opi
nio
n is con
sis
te
nt w
it
h our r
epo
r
t
ing to t
he A
udi
t Com
mi
t
te
e.
Basi
s for opinion
We cond
uc
te
d our aud
it in acco
rda
nce wi
th In
ter
na
tio
nal St
an
dar
ds on Audi
ti
ng (UK
) (“
IS
A
s (U
K
)
”
) an
d appli
ca
bl
e law.
Ou
r
re
spo
nsib
ili
ti
es und
er IS
A
s (UK
) are fur
the
r des
cr
ibe
d in the Aud
it
or
s
’ resp
onsi
bil
it
ie
s
for t
he audi
t of the na
nc
ial s
ta
tem
en
ts se
c
t
ion
of our rep
or
t. We beli
ev
e that th
e audi
t ev
ide
nce we hav
e obt
ain
ed is su
ci
ent an
d appr
opr
ia
te to prov
id
e
a basi
s for our opi
nio
n.
Independence
We rem
ain
ed in
de
pen
den
t of t
he g
roup i
n acco
rda
nce w
it
h th
e et
hic
al r
eq
uire
men
t
s th
at ar
e rel
eva
nt to o
ur au
di
t of th
e na
nc
ial
s
ta
te
men
t
s in th
e UK
, w
hic
h inc
lu
des t
he F
RC
’s Et
hi
ca
l St
and
ard
, as ap
pli
ca
ble t
o lis
te
d pub
lic i
nte
re
st e
nt
it
ies
, a
nd we h
ave
fu
l
lle
d our o
th
er et
hi
ca
l res
pon
sib
ili
ti
es in a
ccor
dan
ce wi
t
h the
se r
equ
ire
men
t
s.
T
o t
he b
es
t of o
ur k
now
le
dge a
nd b
elie
f, we de
cl
are t
hat n
on
-
aud
it s
er
v
i
ces p
rohi
bi
ted b
y th
e FRC
’
s Eth
ic
al St
an
dar
d wer
e
not
provided.
O
the
r th
an th
os
e dis
clo
se
d in no
te 8 of t
he ac
cou
nti
ng po
lic
ie
s, w
e hav
e pro
vi
de
d no no
n-
au
di
t ser
v
ice
s to th
e pa
ren
t comp
an
y
or i
t
s cont
ro
lle
d und
er
t
a
ki
ngs i
n th
e per
io
d und
er a
udi
t.
12
3
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Our au
dit app
roach
Contex
t
Th
e imp
ac
t o
f cli
mat
e cha
nge ha
s be
en an a
rea of f
oc
us fo
r th
e gro
up, as f
ur
th
er e
xpl
ain
ed in t
he S
tra
teg
ic R
epo
r
t
. Th
e gr
oup is
min
df
ul o
f it
s im
pac
t on th
e env
ir
onm
en
t and f
oc
uss
ed o
n way
s to r
edu
ce cl
ima
te re
late
d im
pac
ts a
s th
ey co
nt
inue t
o wor
k
th
rou
gh t
hei
r “C
ar
bo
n red
uc
t
ion p
lan
”.
A
s se
t ou
t fu
r
th
er i
n the S
tra
te
gic R
epo
r
t
, th
e gr
oup i
s comm
it
t
ed to c
ar
bo
n emi
ss
ions t
a
rge
t
s cons
is
ten
t wi
th r
ed
uc
t
ions
re
quir
ed to ke
ep g
lob
al wa
rm
ing d
ow
n to 1
.5°
C.
Th
e gr
oup is i
n th
e pro
ces
s of c
al
cul
ati
ng an
d fo
rma
lis
ing p
rec
ise t
ar
ge
ts
, t
hro
ugh a
ppr
ov
al by t
he S
cie
nce B
as
ed T
arg
et
s
Ini
ti
at
iv
e, w
it
h 2020 t
o be ad
opt
ed a
s the b
as
eli
ne. A
s p
ar
t o
f our a
udi
t we h
ave m
ade e
nqu
ir
ies o
f man
agem
en
t to und
er
s
t
and
th
e pro
ces
s th
ey h
ave a
dop
te
d to as
se
ss t
he e
x
ten
t of th
e po
ten
tia
l imp
ac
t o
f clim
ate c
han
ge ri
sk on t
he g
rou
p’
s na
nci
al
s
ta
te
men
t
s. Ma
nage
me
nt con
sid
er t
hat t
he im
pa
c
t of cl
ima
te ch
ange d
oe
s not g
iv
e ri
se to a m
ate
ri
al n
anc
ial s
t
at
eme
nt im
pa
c
t.
We hav
e us
ed ou
r kn
ow
le
dge of t
he g
rou
p and s
us
t
aina
bil
it
y ex
pe
r
t
s to ev
al
uate t
he g
rou
p
’s ri
sk as
se
ss
men
t pro
ces
s in r
esp
ec
t
of cl
ima
te ch
ange
. We ass
es
se
d th
ere w
as no s
ign
i
ca
nt im
pa
c
t to ou
r aud
it n
or ou
r Key A
udi
t Mat
ter
s
. We dis
cus
se
d wi
t
h
man
age
men
t and t
he A
udi
t Com
mi
t
te
e tha
t th
e es
t
ima
ted 
nan
cia
l rep
or
t
ing i
mp
ac
t
s of c
lima
te ch
ang
e wil
l ne
ed to b
e
fr
equ
en
tl
y rea
ss
es
se
d, as w
ell a
s th
e way
s in w
hi
ch di
scl
osu
res i
n res
pe
c
t of cl
ima
te ch
ange s
hou
ld e
vol
ve a
s th
e gro
up con
ti
nue
s
to de
ve
lop i
t
s res
po
nse t
o the i
mp
ac
t of t
he
se r
isk
s
. We als
o con
sid
ere
d th
e cons
is
ten
c
y of t
he di
sc
los
ure
s in rel
at
ion t
o cli
mat
e
cha
nge m
ade i
n the o
th
er in
for
ma
tio
n wi
t
hin t
he A
nnu
al Re
por
t wi
th b
ot
h th
e nan
cia
l s
ta
te
men
t
s and t
he k
no
wl
edge w
e
obt
a
ine
d fr
om ou
r aud
it
.
Ove
r
v
iew
Audit scope
•
T
he g
roup 
nan
cia
l s
ta
te
men
t
s are a co
nso
lid
at
ion of 19 rep
or
t
ing u
nit
s
•
We pe
r
fo
rm
ed f
ull s
cop
e au
dit
s o
f the U
K
, US
A an
d Ca
nad
ian re
po
r
ti
ng un
it
s
•
We al
so au
di
ted p
rop
er
t
y le
ase
s an
d the a
ss
oc
iat
ed pr
ope
r
t
y, plan
t and e
qui
pme
nt
, in t
he A
us
tr
alia
n rep
or
tin
g uni
t
•
Ou
r fu
ll sc
ope a
udi
t
s cov
ere
d 76% of re
ven
ue an
d 78
% of ab
sol
ut
e pro
t b
efo
re t
ax
Key au
di
t ma
tt
er
s
•
Sh
are o
pti
on pl
an e
xp
ens
es (
g
rou
p and p
are
nt
)
Materialit
y
•
O
ve
rall g
ro
up ma
ter
ial
it
y: £
2
,07
0,0
0
0 (
2020
: £
2,
05
0,0
0
0) b
as
ed o
n 5% of pr
ot b
ef
ore t
a
x.
•
O
ve
rall p
ar
ent co
mp
any m
ate
ria
li
t
y
: £62
0,
00
0 (
2020
: £675
,0
0
0) b
ase
d on 1% of tot
al a
ss
et
s.
•
Pe
r
fo
rma
nce m
ate
ri
ali
t
y
: £1
,55
0,
0
0
0 (20
20: £1
,5
0
0,
0
0
0) (
gr
oup) an
d £4
65
,0
0
0 (2
020: £
5
0
6,
0
0
0) (p
are
nt com
pa
ny)
.
The s
cope of our au
dit
A
s pa
r
t of d
esi
gni
ng ou
r aud
it
, we d
et
erm
ine
d ma
ter
ial
it
y and a
ss
es
se
d th
e ris
k
s of ma
ter
ial m
iss
t
a
tem
ent i
n th
e
nancial
st
atements
.
12
4
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Key audit matter
s
Key a
udi
t ma
t
ter
s a
re th
os
e mat
t
er
s th
at
, in t
he au
di
tor
s
’ pr
ofe
ssi
ona
l jud
gem
ent
, w
ere of m
os
t si
gni
c
an
ce in t
he au
di
t of th
e
na
nc
ial s
t
ate
me
nt
s of t
he cu
rr
ent p
er
iod a
nd in
cl
ude t
he mo
s
t sig
ni
c
ant a
ss
es
se
d ri
sk
s of ma
ter
ia
l mis
s
ta
tem
en
t (wh
et
he
r or
not d
ue to f
ra
ud) i
den
ti
e
d by t
he au
di
tor
s
, inc
lud
ing t
ho
se w
hic
h had t
he g
rea
tes
t e
e
c
t on: t
he ov
era
ll au
di
t s
tra
teg
y
; th
e
all
oc
at
ion o
f res
ou
rce
s in th
e aud
it
; an
d dir
ec
t
ing t
he e
o
r
t
s of t
he en
gage
men
t tea
m. T
he
se ma
t
te
rs
, an
d an
y comm
en
ts w
e
make o
n th
e res
ult
s o
f our p
roce
du
res t
her
eo
n, we
re a
ddre
ss
ed i
n th
e cont
ex
t o
f our a
udi
t of t
he n
anc
ial s
t
at
eme
nt
s as a
wh
ol
e, an
d in fo
rmi
ng ou
r opi
nio
n th
ere
on
, and w
e do no
t pro
vi
de a se
pa
rat
e opi
nio
n on th
es
e ma
t
ter
s
.
Th
is is n
ot a com
pl
ete l
is
t of al
l ris
k
s ide
nt
ie
d by o
ur au
di
t.
Th
e imp
ac
t o
f COVI
D
-
1
9
, whi
ch w
as a key au
di
t mat
ter l
as
t yea
r
, i
s no lo
nge
r inc
lud
ed b
ec
aus
e in t
he au
di
tor
s
’ pro
fe
ssi
ona
l
jud
gem
ent
, t
his w
as no l
onge
r of mo
s
t sig
ni
c
anc
e in th
e aud
it o
f th
e nan
cia
l s
ta
te
men
t
s in th
e cur
re
nt pe
ri
od
. Ot
he
r
w
ise
, the
key au
di
t mat
ter
s be
lo
w are co
nsis
t
ent w
i
th la
s
t year.
Key audit matter
How o
ur au
di
t add
re
ss
ed t
he key a
udi
t mat
t
er
Share option plan exp
enses (
group and parent)
Re
fer to
, not
es 3
.3 (n), 4
, an
d 25 t
o the C
ons
oli
dat
ed F
ina
nci
al
s
ta
te
men
t
s for t
he di
rec
tor
s
’ dis
cl
osu
res o
f the r
ela
te
d
acc
oun
tin
g po
lic
ies
, ju
dgem
en
ts a
nd e
s
tim
ate
s, a
nd p
age 8
8
(‘
Sig
ni
c
ant 
nan
cia
l rep
or
t
in
g ite
ms
’
) w
it
hi
n the A
ud
it
Com
mit
tee R
epo
r
t
. Du
rin
g 201
5, t
he g
rou
p imp
lem
ent
ed a
sha
re op
tio
n pl
an fo
r mana
gem
ent a
nd s
eni
or em
plo
yee
s.
We fo
cus
se
d on t
his a
rea b
ec
aus
e th
e as
sum
pti
ons u
se
d in
ca
lc
ula
tin
g th
e cha
rge re
cog
nis
ed i
n th
e inco
me s
t
at
eme
nt ar
e
jud
gem
ent
a
l and co
mp
lex
, i
ncl
udi
ng an e
s
tim
ate o
f th
e
num
be
r of lea
ve
rs f
ro
m the s
ch
eme i
n eac
h pe
rio
d as w
ell a
s
an e
st
im
ate o
f the f
u
tur
e gro
w
t
h in ad
jus
te
d ea
rni
ng
s per
sha
re of t
he g
rou
p (refe
r to pa
ges 103 an
d 1
0
4 (‘A
nnu
al Re
por
t
on Re
mun
era
ti
on
’
) fo
r de
ta
ils o
n th
e sha
re opt
io
n pla
n).
We gai
ned a
n und
er
s
t
and
ing f
ro
m mana
gem
ent o
f th
e key
as
sum
pti
ons u
nde
rp
inn
ing t
he sh
are o
pt
ion v
alua
ti
on mo
de
l.
We ev
alu
ate
d th
e ass
ump
ti
on ma
de by m
ana
geme
nt f
or
for
ec
as
t g
row
th in a
dju
s
ted e
arn
ing
s pe
r sha
re by c
omp
ar
ing
it t
o rec
ent h
is
tor
ic
al p
er
f
or
man
ce as w
ell as r
ev
ie
wi
ng
bu
dget
s a
nd fo
rec
as
t
s ap
pr
ove
d by th
e Bo
ard o
f Dir
ec
t
or
s
an
dfou
nd it t
o be ap
pro
pr
iat
e.
We ev
alu
ate
d man
agem
en
t
’s a
ss
ump
tio
n for t
he n
umb
er of
lea
ve
rs f
ro
m the s
ch
eme b
y com
par
in
g it to h
is
tor
ic
al l
eav
er
s
fr
om t
he sc
he
me an
d fou
nd i
t to be a
ppr
opr
ia
te.
We ev
alu
ate
d man
agem
en
t
’s a
ss
ump
tio
n of t
he pe
r
fo
rm
anc
e
con
di
tio
ns ba
se
d on co
mpo
und e
ar
nin
gs p
er sh
are (
“
EP
S”
)
gr
ow
t
h, a
ss
es
sin
g the a
ss
ume
d fu
tu
re co
mpo
und E
PS g
row
th
aga
ins
t b
oar
d app
rov
ed b
udge
t
s and m
ana
gem
ent
’s hi
s
tor
y
offo
rec
as
t
ing
.
We ev
alu
ate
d th
e sen
si
ti
v
it
y a
nal
y
sis p
er
for
me
d by
man
age
men
t to as
se
ss t
he p
oten
ti
al im
pac
t of cha
nge
s in key
as
sum
pti
ons
, no
ti
ng th
at a si
gni
c
an
t cha
nge i
n the
as
sum
pti
ons w
oul
d be n
ee
ded t
o ca
use a m
ate
ri
al er
ro
r in th
e
sha
re op
tio
n pl
an ex
pe
nse
.
We con
clu
de
d tha
t s
tre
ss t
es
t
ing t
he
se as
sum
pt
ion
s did n
ot
hav
e a ma
ter
ial i
mpa
c
t on t
he in
com
e s
ta
tem
en
t cha
rge.
We ch
ecke
d th
e mat
he
mat
ic
al in
te
gr
it
y of th
e mo
del a
nd
fou
nd i
t to be a
ccu
rat
e.
We tes
t
ed a s
amp
le of o
pt
ion
s gra
nte
d to de
ed
s of g
ran
t and
lea
ve
rs f
ro
m the s
ch
eme t
o res
ign
at
ion l
et
t
er
s, w
e not
ed n
o
ma
ter
ial e
xcep
ti
ons in o
ur te
s
ti
ng.
We als
o con
sid
ere
d th
e dis
clo
sur
es ma
de in n
ote 2
5 to t
he
na
nc
ial s
t
ate
me
nt
s an
d det
er
min
ed t
hat t
he
y are co
nsi
st
ent
wi
th t
he r
equ
ire
men
t
s of re
lev
an
t acco
unt
ing s
t
an
dar
ds
.
Ba
se
d on t
he re
sul
t
s of ou
r wor
k we f
oun
d tha
t th
e sha
re
op
tio
n pay
m
ent e
xp
en
se fa
lls w
it
hi
n a reas
on
abl
e ran
ge
ofe
st
ima
te
s.
Indep
enden
t audit
ors
’ rep
or
t to t
he memb
ers of F
DM Gro
up (Hold
ings) plc
12
5
Strategic
Report
Financial Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Go
v
ernanc
e
How we tail
ored t
he audit sco
pe
We t
ail
ore
d th
e sco
pe of o
ur au
dit t
o ens
ure t
hat w
e pe
r
fo
rm
ed en
ou
gh wo
rk t
o be ab
le to g
i
ve an o
pini
on on t
he 
nan
cia
l
s
ta
te
men
t
s as a wh
ol
e, t
ak
ing i
nto a
ccou
nt t
he s
tr
uc
t
ure o
f th
e gro
up an
d th
e par
ent c
omp
any, t
he ac
coun
ti
ng pr
oce
ss
es an
d
con
tr
ols
, an
d th
e ind
us
tr
y in w
hic
h th
ey op
era
te.
Th
e gr
oup is s
t
r
uc
t
ure
d by di
v
isio
n, w
it
h si
gni
c
an
t rep
or
t
in
g uni
t
s in th
e UK
, US
A
, and C
ana
da
, and f
ur
the
r sma
lle
r rep
or
tin
g
uni
t
s in lo
c
ati
ons a
cro
ss Eu
rop
e, A
si
a, O
cea
nia an
d So
ut
h Af
r
ic
a. T
he g
roup 
nan
cia
l s
ta
tem
en
ts a
re a co
nso
lid
at
ion of 19
rep
or
tin
g uni
t
s, c
omp
ris
ing t
he g
rou
p’
s ope
ra
tin
g bus
ine
ss
es a
nd ce
ntr
ali
se
d fu
nc
t
ions
.
Th
e acc
oun
tin
g an
d na
ncia
l man
age
men
t for a
ll re
por
ti
ng uni
t
s is co
nt
roll
ed f
ro
m the U
K
, so w
e as t
he en
gage
men
t tea
m hav
e
pe
r
fo
rm
ed al
l aud
it w
or
k.
We det
er
min
ed th
e t
y
pe of wo
rk th
at ne
ed
ed to be p
er
f
or
med a
t the re
por
ti
ng uni
t
s to be abl
e to conc
lu
de tha
t su
ci
ent
app
rop
ri
ate a
udi
t ev
ide
nce ha
d be
en obt
a
ine
d as a basi
s for our o
pin
ion on t
he gr
oup n
anc
ial s
t
ate
me
nt
s as a who
le. A
ccor
din
gl
y,
we de
ter
mi
ned t
hat a
udi
t
s of the co
mpl
ete 
nan
cia
l info
rm
ati
on we
re req
uir
ed fo
r thre
e rep
or
t
in
g unit
s
, com
pr
isin
g the U
K
, USA
an
d Can
adia
n tra
din
g rep
or
t
ing un
it
s
. We also in
clu
de
d in our au
dit s
cop
e the pr
op
er
t
y leas
es an
d ass
oc
iat
ed Pro
pe
r
t
y, Pla
nt and
Equ
ipm
ent in t
he Au
s
tra
lia
n repo
r
t
ing un
it
, wh
ich we p
er
f
or
me
d in the UK
, whe
re th
e acco
unt
ing is a
dmin
is
ter
ed
.
A
s a re
sul
t
, fu
ll sco
pe a
udi
t pro
ce
dure
s we
re con
duc
ted o
n rep
or
t
in
g uni
t
s rep
res
ent
in
g 76% of re
ven
ue an
d 78% o
f abs
ol
ute
pro
t b
ef
ore t
a
x.
In a
ddi
ti
on, w
e pe
r
fo
rm
ed a f
ull s
cop
e aud
it o
f the F
DM G
rou
p (H
old
ing
s) plc e
nt
it
y
.
Materialit
y
Th
e sco
pe o
f our a
udi
t was i
n
uen
ced b
y our a
ppl
ic
at
ion o
f mat
er
iali
t
y. We se
t cer
ta
in qua
nt
it
a
ti
ve t
hre
sho
lds f
or ma
te
ria
li
t
y.
Th
es
e, to
get
he
r wi
th q
uali
t
at
iv
e con
side
ra
tio
ns
, he
lpe
d us to d
ete
rm
ine t
he s
cop
e of ou
r aud
it an
d th
e nat
ur
e, ti
min
g and e
x
te
nt
of ou
r aud
it p
roc
edu
res o
n th
e ind
iv
id
ual 
nan
cia
l st
a
tem
ent l
ine i
te
ms an
d dis
clo
sur
es an
d in ev
al
uat
ing t
he e
e
c
t of
mis
s
t
ate
men
t
s, b
ot
h ind
iv
id
uall
y a
nd in a
g
gre
gat
e on t
he n
anc
ial s
t
at
eme
nt
s as a w
ho
le.
Ba
se
d on ou
r pro
fes
sio
nal j
udg
eme
nt
, we d
ete
rm
ine
d mat
er
ial
it
y f
or t
he n
anc
ial s
t
at
eme
nt
s as a w
ho
le as f
oll
ow
s:
Financial stateme
nts – group
Financial stat
ements – parent company
Overall materialit
y
£2,070,000 (2020:
£2,050,0
0
0).
£62
0,0
0
0 (
2020
: £675
,0
0
0)
.
How w
e det
erm
ine
d it
Ap
prox
ima
tel
y 5% of p
ro
t be
fo
re t
ax
A
pp
rox
ima
tel
y 1
% of tot
a
l ass
et
s
Ra
tion
ale f
or b
en
chma
rk ap
pli
ed
Bas
ed o
n th
e ben
chm
ar
k
s use
d in t
he
ann
ual r
epo
r
t
, pr
o
t bef
ore t
a
x is t
he
pr
ima
r
y m
easu
re us
ed b
y th
e
sha
reh
old
er
s in a
ss
es
sing t
he
pe
r
fo
rm
ance o
f th
e gro
up, an
d is a
gen
era
ll
y acce
pte
d au
dit
in
g ben
chm
ar
k.
We be
lie
ve t
hat to
t
al as
se
t
s is th
e pr
ima
r
y
mea
sur
e use
d by t
he sh
are
hol
de
rs i
n
as
se
ssi
ng t
he pe
r
fo
rm
anc
e of th
e ent
it
y,
an
d is a gen
era
ll
y acce
pte
d au
dit
in
g
benchmark.
Fo
r ea
ch com
po
nen
t in th
e sc
ope o
f our g
rou
p aud
it
, we a
llo
c
ate
d a mat
er
iali
t
y t
ha
t is le
ss t
han o
ur ov
era
ll g
roup m
ate
ri
ali
t
y. Th
e
ran
ge of ma
te
ria
li
t
y all
oc
at
ed a
cro
ss co
mpo
nen
t
s was b
et
wee
n £1
,
5
32,
0
0
0 and £1,950,
0
0
0. Ce
r
t
ain co
mp
one
nt
s we
re au
di
ted t
o
a lo
ca
l st
a
tu
tor
y au
dit m
ate
ri
ali
t
y t
hat w
as al
so l
es
s tha
n our o
ver
all g
rou
p mat
er
ial
it
y.
We use p
er
f
or
man
ce mat
eri
ali
t
y to re
duc
e to an app
rop
ria
te
ly lo
w lev
el th
e pro
bab
ili
t
y t
hat t
he ag
g
reg
ate of un
cor
re
c
ted a
nd
und
et
ec
te
d mis
s
ta
te
men
t
s excee
ds ov
era
ll ma
ter
ial
it
y
. Spe
ci
c
all
y, we use p
er
f
or
man
ce mat
er
iali
t
y in d
ete
rm
inin
g the s
cop
e of our
au
dit an
d th
e nat
ure an
d ex
te
nt of ou
r tes
ti
ng of acc
oun
t bal
ance
s
, clas
se
s of tr
ans
ac
t
ion
s and di
scl
osu
re
s, fo
r exa
mpl
e in
de
ter
min
ing s
amp
le siz
es
. Our pe
r
fo
rm
ance m
ate
ria
li
t
y was 75% (
2020
: 75%)
of ov
era
ll mat
er
iali
t
y, amo
unt
in
g to £
1
,5
50
,0
0
0 (202
0:
£1
,
5
0
0,
0
00
) for th
e gro
up na
nci
al s
ta
tem
en
ts a
nd £4
65
,0
0
0 (2
020: £
50
6
,0
0
0) fo
r the p
are
nt com
pa
ny na
nci
al s
ta
tem
en
ts
.
In de
ter
min
ing t
he pe
r
fo
rm
ance ma
te
ria
li
t
y, we consi
de
red a num
be
r of fac
t
or
s – the his
t
or
y of m
iss
t
at
eme
nt
s
, ris
k ass
es
sme
nt
an
d ag
gre
ga
tio
n ris
k and th
e e
ec
t
iv
ene
ss o
f cont
rol
s – and con
clu
de
d tha
t an amo
unt at t
he up
per e
nd of our n
or
mal ra
nge
was
appropriate.
12
6
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
We ag
ree
d wi
th t
he A
udi
t Com
mi
t
te
e tha
t we w
oul
d rep
or
t t
o the
m mis
s
t
ate
men
t
s ide
nt
i
ed du
ri
ng ou
r aud
it ab
ov
e £
103,0
0
0
(
gr
oup a
udi
t) (
2020
: £
1
02
,5
0
0) an
d £31,0
0
0 (p
ar
ent co
mp
any a
udi
t) (
2020
: £3
3,75
0) as w
ell a
s mis
s
ta
te
men
t
s bel
ow t
hos
e
am
oun
ts t
ha
t
, in our v
ie
w, wa
rra
nte
d re
por
tin
g for q
ual
it
at
i
ve re
aso
ns
.
Conclu
sions
relating
to going con
cern
Ou
r eva
lua
ti
on of t
he di
rec
tor
s
’ as
se
ssm
en
t of th
e gro
up
’s a
nd th
e pa
ren
t com
pan
y
’s a
bil
it
y to con
ti
nue to a
do
pt th
e goi
ng
con
cer
n ba
sis of a
cco
unt
ing i
ncl
ude
d:
•
agre
ein
g th
e und
er
ly
in
g ca
sh o
w pro
jec
t
io
ns to b
oar
d app
rov
ed fo
re
ca
st
s
, as
se
ss
ing h
ow th
es
e for
ec
as
t
s ar
e comp
ile
d, a
nd
as
se
ssi
ng t
he acc
ur
ac
y of m
ana
gem
ent
’s f
ore
ca
st
s
;
•
eval
uat
ing t
he ke
y as
sump
ti
ons a
ppl
ied w
i
thi
n man
agem
ent
’s f
ore
ca
s
t
s;
•
consi
der
ing l
iqu
idi
t
y a
nd av
ail
abl
e na
nci
al re
so
urce
s;
•
asse
ss
ing w
he
th
er t
he s
tr
es
s tes
t
ing p
er
f
or
me
d by ma
nage
men
t app
rop
ri
ate
ly c
ons
ide
red t
he p
rin
ci
pal r
isk
s f
aci
ng t
he
business; and
•
eval
uat
ing t
he f
eas
ibil
it
y of ma
nage
men
t
’
s mi
tig
at
ing a
c
ti
ons in t
he s
t
res
s te
s
tin
g sce
nar
io
s.
Ba
se
d on t
he wo
rk w
e hav
e per
for
me
d, w
e hav
e not i
den
ti
e
d any m
ate
ri
al un
cer
t
a
int
ie
s rela
ti
ng to e
ven
t
s or co
ndi
ti
ons t
ha
t,
ind
iv
i
dual
ly o
r col
lec
ti
ve
ly, may c
as
t s
ign
i
ca
nt do
ubt o
n th
e gro
up
’s an
d th
e pa
ren
t comp
an
y
’s a
bil
it
y to con
tin
ue as a g
oing
con
cer
n fo
r a per
io
d of at l
eas
t t
w
el
ve m
ont
hs f
rom w
he
n th
e na
nci
al s
t
ate
men
t
s are a
ut
hor
is
ed f
or is
sue
.
In au
di
tin
g th
e na
nci
al s
t
ate
men
t
s, w
e hav
e con
clu
de
d tha
t th
e dir
ec
to
r
s’ u
se of t
he go
ing c
once
rn b
asi
s of ac
coun
ti
ng in t
he
pre
pa
rat
io
n of th
e na
nci
al s
t
ate
men
t
s is ap
pro
pr
iat
e.
Ho
wev
er
, be
ca
use n
ot al
l fu
tu
re ev
ent
s o
r con
dit
io
ns c
an be p
red
ic
te
d, t
his c
onc
lus
ion i
s not a g
uar
ant
ee as t
o th
e gro
up
’s an
d
th
e par
en
t comp
any
’s a
bil
it
y t
o con
tin
ue as a g
oing c
onc
ern
.
In re
lat
io
n to th
e dir
ec
to
r
s’ r
ep
or
t
ing o
n how t
he
y hav
e app
lie
d th
e UK Co
rp
ora
te G
ove
rna
nce C
ode
, we ha
ve no
thi
ng ma
ter
ia
l to
ad
d or dr
aw at
ten
tio
n to in re
la
tio
n to t
he dir
ec
t
or
s
’ st
a
tem
ent i
n th
e na
nci
al s
t
ate
men
t
s abo
ut w
he
th
er t
he di
rec
t
or
s
con
sid
ere
d it a
ppr
opr
ia
te to ad
op
t the g
oing c
onc
ern b
as
is of ac
cou
nti
ng.
Ou
r res
pon
sib
ili
tie
s an
d th
e res
pon
sib
ili
ti
es of t
he di
rec
tor
s w
it
h res
pe
c
t to goi
ng con
cer
n ar
e des
cr
ib
ed in t
he re
le
van
t se
c
ti
ons
of t
his re
po
r
t
.
Repor
ting on other inf
ormati
on
Th
e ot
her i
nfo
rm
at
ion co
mpr
is
es a
ll of t
he in
for
ma
ti
on in t
he A
nnu
al Re
por
t ot
her t
han t
he 
nan
cia
l s
ta
tem
en
ts a
nd o
ur
au
dit
or
s
’ rep
or
t t
he
reo
n. T
he d
ire
c
tor
s ar
e res
pon
sib
le fo
r th
e oth
er in
for
ma
ti
on
, whi
ch in
clu
de
s rep
or
t
in
g bas
ed o
n th
e T
as
k
Fo
rce o
n Cli
mat
e
-r
ela
ted F
in
anc
ial D
isc
lo
sure
s (
TC
FD) re
com
men
dat
io
ns. O
ur o
pini
on on t
he 
nan
cia
l st
a
tem
en
ts d
oe
s not co
ver
th
e oth
er in
fo
rma
ti
on an
d, a
ccor
din
gl
y, we do no
t ex
pre
ss a
n aud
it o
pin
ion o
r
, e
xcep
t to t
he ex
ten
t oth
er
wis
e ex
pl
ici
tl
y s
t
ate
d in
th
is rep
or
t, a
ny fo
rm o
f as
sura
nce t
he
reo
n.
In co
nne
c
ti
on w
it
h our a
udi
t of t
he n
anc
ial s
t
a
tem
ent
s
, ou
r res
pon
sib
ili
t
y is t
o rea
d the o
th
er in
for
ma
tio
n an
d, in d
oin
g so,
con
sid
er w
het
he
r th
e oth
er in
for
ma
ti
on is ma
te
ria
ll
y inco
nsi
s
ten
t wi
th t
he n
anc
ial s
t
a
tem
ent
s or o
ur k
no
wl
edge o
bt
ai
ned i
n th
e
au
dit
, o
r oth
er
w
is
e ap
pea
rs t
o be ma
ter
ia
ll
y mis
s
ta
te
d. If w
e ide
nt
if
y an ap
pa
ren
t mat
er
ial in
con
sis
te
nc
y o
r mat
er
ial
mis
s
t
ate
men
t
, we ar
e req
uire
d to p
er
f
or
m pro
ced
ure
s to con
cl
ude w
he
th
er th
ere i
s a mat
er
ial m
iss
t
at
em
ent o
f the 
nan
cia
l
s
ta
te
men
t
s or a ma
ter
ial m
is
st
a
tem
ent o
f th
e oth
er in
for
ma
ti
on. I
f, ba
se
d on th
e wor
k we h
ave p
er
for
me
d, w
e conc
lu
de th
at
th
ere i
s a mat
er
ial mi
ss
t
at
eme
nt of t
his o
th
er in
for
ma
tio
n, w
e are r
equ
ire
d to re
por
t tha
t fa
c
t. We h
ave n
ot
hin
g to rep
or
t bas
ed
on t
he
se re
spo
nsi
bil
it
ies
.
Wi
t
h res
pe
c
t to th
e Str
at
egi
c rep
or
t a
nd D
ire
c
tor
s
’ Re
por
t
, we al
so co
nsi
der
ed w
het
he
r th
e dis
clo
sur
es re
qui
red b
y th
e UK
Com
pan
ies A
c
t 20
0
6 ha
ve be
en i
ncl
ude
d.
Ba
se
d on ou
r wor
k un
der
ta
ken in t
he co
ur
se of t
he a
udi
t
, th
e Comp
an
ies A
c
t 20
0
6 re
quir
es us a
ls
o to rep
or
t cer
t
ai
n opi
nio
ns an
d
ma
t
ter
s as d
es
cr
ibe
d be
low.
Indep
enden
t audit
ors
’ rep
or
t to t
he memb
ers of F
DM Gro
up (Hold
ings) plc
12
7
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Strateg
ic rep
or
t and Dire
ctor
s
’ Rep
or
t
In ou
r opi
nio
n, b
ase
d on t
he w
or
k und
er
t
ake
n in th
e cou
rs
e of t
he au
di
t, t
he i
nfo
rm
at
ion g
iv
en in t
he St
ra
teg
ic re
po
r
t an
d
Dir
ec
t
or
s
’ Rep
or
t f
or t
he ye
ar en
de
d 31 Dec
emb
er 2021 i
s cons
is
ten
t wi
th t
he 
nan
cia
l s
ta
tem
en
ts a
nd ha
s be
en pr
ep
are
d in
acc
orda
nce w
i
th ap
pli
ca
bl
e leg
al re
qui
rem
ent
s
.
In li
gh
t of th
e kn
ow
le
dge an
d und
er
s
ta
nd
ing of t
he g
rou
p and p
are
nt co
mp
any a
nd th
eir e
nv
iro
nm
ent o
bt
ain
ed i
n the c
our
se o
f
th
e aud
it
, we d
id no
t ide
nt
if
y any m
ate
ri
al mis
s
t
ate
me
nt
s in t
he St
rat
eg
ic re
por
t and D
ire
c
to
rs
’ Re
po
r
t
.
Direc
tors
’ Re
muneration
In ou
r opi
nio
n, t
he pa
r
t of t
he Re
mun
era
ti
on Re
por
t to be a
udi
te
d has b
een p
rop
er
ly p
rep
ar
ed in a
ccor
dan
ce wi
th t
he Co
mpa
nie
s
Ac
t 2
00
6
.
Corpo
rate governance s
t
ateme
nt
Th
e Li
s
tin
g Rul
es re
qui
re us to r
ev
ie
w th
e dire
c
to
rs
’ s
t
at
eme
nt
s in r
ela
tio
n to goi
ng co
nce
rn
, lon
ger-te
rm v
iab
ili
t
y a
nd t
hat p
ar
t o
f
th
e cor
po
rat
e gove
rn
anc
e st
a
tem
ent r
ela
ti
ng to t
he p
aren
t com
pa
ny
’
s com
plia
nce w
it
h th
e pr
ov
isio
ns of t
he U
K Cor
por
ate
Go
ver
na
nce Co
de sp
ec
i
ed fo
r our r
ev
ie
w. Our a
ddi
ti
ona
l res
po
nsib
ili
ti
es w
it
h re
spe
c
t to t
he co
rp
ora
te gov
er
nan
ce s
t
ate
men
t as
ot
her i
nfo
rm
at
ion a
re de
scr
ib
ed i
n the R
epo
r
t
ing o
n oth
er in
fo
rma
ti
on se
c
t
ion o
f thi
s rep
or
t
.
Ba
se
d on t
he wo
rk u
nde
r
t
aken a
s par
t of ou
r aud
it
, we h
av
e conc
lud
ed t
ha
t eac
h of th
e fol
lo
win
g ele
me
nt
s of t
he co
rp
ora
te
gov
er
nan
ce s
ta
tem
en
t is ma
ter
ial
ly c
onsi
s
ten
t wi
th t
he n
an
cial s
t
a
tem
ent
s a
nd ou
r kn
ow
led
ge ob
ta
ine
d dur
in
g the a
udi
t
, an
d
we ha
ve n
oth
ing m
ate
ria
l to ad
d or dr
aw a
t
ten
ti
on to in r
ela
ti
on to:
•
T
he di
rec
tor
s
’ con
r
mat
io
n tha
t th
ey ha
ve c
ar
ri
ed o
ut a ro
bus
t a
ss
es
sme
nt of t
he e
mer
gi
ng an
d pr
inc
ipa
l ri
sk
s;
•
T
he di
scl
osu
re
s in th
e An
nua
l Rep
or
t t
ha
t des
cr
ib
e th
ose p
ri
nci
pal r
is
ks
, w
ha
t pro
ced
ure
s are in p
lac
e to id
ent
if
y em
er
gin
g
ri
sk
s an
d an ex
pl
ana
tio
n of ho
w th
es
e are b
ein
g man
age
d or mi
ti
gate
d;
•
T
he di
rec
tor
s
’ s
ta
te
men
t in th
e na
nc
ial s
t
ate
me
nt
s ab
ou
t wh
et
her t
he
y cons
ide
red i
t ap
pro
pr
iat
e to ad
opt t
he go
ing co
nce
rn
ba
sis of a
cco
unt
ing i
n pre
par
in
g the
m, a
nd t
hei
r ide
nt
i
ca
ti
on of an
y ma
ter
ial u
nce
r
t
ain
tie
s to t
he g
roup
’s a
nd p
are
nt
com
pan
y
’
s abi
lit
y to co
nti
nue t
o do so o
ver a p
er
io
d of at l
eas
t t
w
el
ve m
ont
hs f
rom t
he da
te of a
pp
rov
al of t
he n
anc
ial
st
atements;
•
T
he di
rec
tor
s
’ ex
pla
na
tio
n as to t
he
ir as
se
ssm
en
t of th
e gr
oup
’s a
nd pa
ren
t com
pan
y
’
s pro
spe
c
t
s, t
he p
er
iod t
hi
s ass
es
sm
ent
cov
er
s and w
hy t
he p
er
iod i
s app
rop
ri
ate
; and
•
T
he di
rec
tor
s
’ s
ta
te
men
t as to w
he
th
er th
ey h
ave a r
eas
ona
ble e
xp
ec
t
a
ti
on th
at t
he p
aren
t com
pa
ny wi
ll be a
bl
e to con
ti
nue in
op
era
ti
on an
d mee
t it
s l
iab
ili
tie
s as t
he
y fal
l due o
ver t
he p
er
iod o
f it
s as
se
ss
men
t
, inc
lud
ing a
ny re
lat
ed di
scl
osu
res d
raw
in
g
at
t
ent
io
n to an
y nec
es
sa
r
y qu
ali
c
at
io
ns or as
su
mpt
ion
s.
Ou
r rev
ie
w of t
he di
rec
t
or
s
’ st
a
tem
en
t rega
rdi
ng t
he lo
nger-te
rm v
ia
bil
it
y of th
e gro
up wa
s sub
s
ta
nt
iall
y l
es
s in sco
pe t
han a
n
au
dit a
nd on
ly c
ons
is
ted o
f mak
in
g inq
uir
ies a
nd co
nsi
der
in
g the d
ire
c
tor
s
’ pr
oce
ss s
upp
or
t
in
g the
ir s
t
ate
me
nt
; ch
eck
in
g tha
t th
e
s
ta
te
men
t is in a
lig
nme
nt w
it
h th
e rel
ev
ant p
rov
isi
ons o
f th
e UK Cor
po
ra
te Go
ver
na
nce Co
de; a
nd co
nsid
er
ing w
he
th
er t
he
s
ta
te
men
t is con
sis
te
nt w
it
h th
e na
nci
al s
t
ate
me
nt
s an
d our k
no
wl
edge a
nd un
de
rs
t
an
din
g of th
e gro
up an
d pa
ren
t com
pan
y
an
d the
ir en
vi
ron
men
t ob
ta
ine
d in t
he co
ur
se of t
he a
udi
t.
In a
ddi
ti
on, b
as
ed o
n the w
or
k und
er
t
a
ken as p
ar
t o
f our a
udi
t
, we ha
ve co
ncl
ude
d th
at ea
ch of t
he f
oll
ow
ing e
lem
ent
s o
f
th
ecor
po
rat
e gove
rn
anc
e st
a
tem
ent i
s mat
er
ial
ly co
nsi
st
ent w
i
th t
he n
anc
ial s
t
at
eme
nt
s an
d our k
no
wl
ed
ge obt
a
ine
d
dur
in
gthe a
udi
t
:
•
T
he di
rec
tor
s
’ s
ta
te
men
t tha
t th
ey co
nsi
der t
he A
nn
ual R
epo
r
t
, t
aken a
s a wh
ole
, is fa
ir
, bal
ance
d an
d und
er
s
ta
nda
bl
e, an
d
pro
vi
de
s th
e inf
orm
at
ion n
ece
ss
ar
y fo
r th
e mem
ber
s to a
ss
es
s th
e gro
up
’s an
d pa
ren
t com
pan
y
’s p
os
it
ion
, pe
r
fo
rma
nce
,
bu
sine
ss m
od
el an
d s
tra
te
g
y
;
•
T
he s
ec
t
ion of th
e An
nual Re
po
r
t tha
t des
cr
ibe
s the re
v
iew of e
ec
t
i
ven
es
s of ris
k manag
eme
nt and in
ter
na
l cont
rol s
y
s
tem
s; and
•
T
he s
ec
t
ion o
f the A
n
nual R
ep
or
t d
es
cri
bin
g th
e wor
k of t
he Au
di
t Comm
it
tee
.
We hav
e not
hi
ng to re
po
r
t in re
sp
ec
t of o
ur re
sp
onsi
bil
it
y to rep
or
t wh
en th
e dir
ec
t
or
s
’ st
a
tem
ent r
ela
ti
ng to t
he p
aren
t
com
pan
y
’
s comp
lia
nce w
it
h th
e Cod
e doe
s no
t pro
per
l
y dis
clo
se a d
epa
r
t
ure f
rom a r
ele
va
nt pr
ov
isi
on of t
he Co
de sp
ec
i
ed
und
er t
he L
is
ti
ng Rul
es f
or re
vi
ew b
y the a
udi
to
rs
.
12
8
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Responsibi
li
ties for the n
anci
al statemen
ts and the a
udi
t
Resp
onsi
bilitie
s of the dire
c
tors f
or the nan
cial st
ateme
nts
A
s exp
lai
ne
d more fu
ll
y in
th
e Sta
tem
ent of Dir
ec
t
or
s
’ resp
ons
ibil
it
ie
s in
res
pe
c
t of the nan
cia
l st
at
eme
nt
s
, the dir
ec
to
r
s are
re
spo
nsib
le for th
e prep
ar
at
ion of the n
anc
ial s
ta
te
men
t
s in
acco
rda
nce wi
th t
he app
lic
ab
le fra
me
wor
k and for be
ing s
at
is
e
d that
th
ey gi
ve a tru
e and fai
r vie
w.
Th
e dire
c
tor
s are als
o resp
on
sib
le for suc
h inte
rna
l cont
rol as th
ey det
er
min
e is
ne
ces
sa
r
y to ena
ble th
e
pre
pa
rat
io
n of
na
nci
al st
a
tem
ent
s th
at are fr
ee fro
m mate
ri
al mis
st
a
tem
ent
, wh
et
he
r due to frau
d or erro
r
.
In pre
par
in
g the na
nci
al st
a
tem
ent
s
, the dir
ec
t
or
s are resp
ons
ibl
e for ass
es
sin
g the gr
oup
’s an
d
th
e pare
nt comp
an
y
’s ab
ili
t
y to
con
ti
nue as a going con
cer
n, dis
cl
osin
g
, as appl
ic
abl
e, mat
t
er
s rela
te
d
to goin
g conce
rn an
d
usi
ng the goi
ng conc
er
n basis of
acc
oun
tin
g unle
ss th
e dire
c
tor
s ei
the
r inte
nd to liqu
ida
te the gr
oup or th
e pare
nt comp
any or to cea
se ope
rat
io
ns
, or have no real
is
ti
c
al
ter
na
ti
ve bu
t to
do so.
Audito
rs
’ re
spon
sibili
ties f
or the audi
t of the nan
cial st
ateme
nts
Ou
r
obj
ec
t
iv
es are to
obt
a
in reas
ona
ble ass
ura
nce abo
ut wh
et
her th
e
na
nci
al st
at
eme
nt
s as
a
wh
ole are fre
e fro
m
mat
er
ial
mis
s
t
ate
men
t
,
wh
et
her due to fra
ud or
er
ror
, and to
iss
ue an
aud
ito
r
s’ rep
or
t
tha
t inclu
de
s
our opi
nio
n. Reas
ona
ble as
sur
ance is a
high
le
vel of assu
ran
ce, bu
t
is not a
g
uar
ant
ee tha
t an
audi
t cond
uc
te
d in
acco
rda
nce wi
th IS
A
s
(UK
) will al
way
s dete
c
t a
mate
ri
al miss
t
at
eme
nt
wh
en it exi
s
ts
. Miss
t
a
tem
ent
s can ar
ise fr
om fra
ud or
er
ror and are cons
ide
red mat
er
ial if, indi
v
idu
all
y or
in the ag
gr
ega
te, th
ey could
rea
so
nab
ly be exp
ec
t
ed to
in
ue
nce the eco
nom
ic dec
isio
ns of
us
er
s
ta
ken on
th
e
ba
sis of
th
es
e
na
nci
al st
at
eme
nt
s.
Ir
reg
ula
ri
ti
es
, incl
udin
g frau
d, are ins
t
anc
es of
non
-
co
mpl
ian
ce wit
h law
s
and reg
ula
ti
ons
. We
d
esi
gn pro
ced
ure
s
in line wi
th our
re
spo
nsib
ili
ti
es
, out
lin
ed abo
ve, to
de
tec
t ma
ter
ial mis
s
ta
tem
en
ts in resp
ec
t of irre
gu
lar
it
ie
s, inc
lud
ing fr
aud
.
Th
e ex
ten
t to
whi
ch our
pro
ce
dure
s are cap
abl
e
of dete
c
ti
ng irr
egu
lar
it
ie
s, inc
lu
ding fr
aud
, is
det
ai
le
d
bel
ow.
Ba
se
d
on our unde
r
st
a
ndi
ng of
the gro
up and indu
s
tr
y,
w
e iden
ti
e
d
tha
t the pri
nci
pal ri
sk
s of
non
-
com
pli
anc
e
wi
th law
s and reg
ula
tio
ns
rel
ate
d to
loc
al emp
loy
me
nt law
s
,
and we consi
der
ed the ex
t
ent to whi
ch non
-
com
pli
ance mig
ht hav
e
a
mat
er
ial ee
c
t on
th
e
na
nci
al
s
ta
te
men
t
s. We
als
o
cons
ide
red th
os
e
law
s and regu
lat
io
ns that hav
e a
d
ire
c
t
imp
ac
t on the na
nci
al st
at
eme
nt
s such as the Comp
ani
es
Ac
t 20
0
6, ta
x reg
ulat
io
n
and th
e
Li
st
ing ru
le
s. We
eva
lua
ted man
agem
en
t
’
s
ince
nt
iv
es and opp
or
t
un
it
ies for fr
aud
ule
nt mani
pul
ati
on of
th
e
na
nci
al st
at
eme
nt
s (in
clu
din
g
the ri
sk of
ove
rr
ide of cont
rol
s), and det
erm
ine
d tha
t
the pr
inc
ip
al risk
s were rel
ate
d to
pos
t
ing
ina
ppr
opr
ia
te jour
nal en
tr
ies to incr
eas
e
rev
enu
e or
red
uce ex
pen
di
tur
e, and mana
geme
nt bias in acco
unt
ing es
t
ima
tes
. Audi
t
pro
ce
dure
s per
f
or
med by the eng
agem
en
t
team inc
lu
ded:
•
Di
sc
uss
ion
s wi
th m
ana
geme
nt
, in
ter
na
l aud
it an
d th
e com
pan
y
’
s leg
al ad
v
iso
r
s, i
ncl
udi
ng con
sid
era
ti
on of k
no
wn o
r susp
ec
ted
ins
t
an
ces o
f non
-
co
mpl
ian
ce wi
t
h law
s an
d reg
ula
ti
on, a
nd f
rau
d;
•
Re
vi
ew o
f any e
mpl
oy
men
t dis
pu
tes o
r lit
ig
ati
on to e
nsu
re th
ere w
ere n
o bro
ad
er no
n-
c
omp
lia
nce is
su
es w
it
h emp
loy
m
ent
law
s an
d re
gul
at
ions
;
•
Re
vi
ew o
f the 
nan
cia
l s
ta
tem
en
t dis
clo
sur
es to u
nde
rl
y
ing s
upp
or
t
ing d
oc
ume
nt
at
io
n;
•
Ch
all
eng
in
g ass
ump
tio
ns an
d jud
gem
ent
s m
ade b
y man
agem
en
t in th
eir s
ign
i
ca
nt ac
cou
nti
ng es
t
ima
te
s; an
d
•
Re
vi
ew o
f inte
rn
al au
di
t rep
or
t
s in s
o fa
r tha
t th
ey re
la
ted t
o the 
nan
cia
l s
ta
tem
en
t
s.
Th
ere are inh
ere
nt limi
t
at
ion
s
in the audi
t proc
edu
res des
cr
ib
ed abo
ve. We
are les
s
like
ly to beco
me awar
e
of ins
ta
nce
s of
non
-
com
pli
ance wi
th law
s and reg
ula
tio
ns tha
t
are not clo
se
ly rel
ate
d
to even
t
s
an
d
tra
ns
ac
t
ion
s
re
ec
ted in the nan
cia
l
s
ta
tem
en
ts
. Als
o,
th
e
ri
sk of
not det
ec
t
ing a
mat
er
ial mis
st
a
tem
ent due to fra
ud is
hig
her th
an the risk of not dete
c
t
ing one res
ult
ing fr
om err
or
,
as frau
d
may inv
ol
ve deli
be
rat
e
con
ceal
men
t by
, for exam
ple
, forge
r
y or inte
nt
iona
l misre
pre
se
nt
at
ion
s, or thro
ug
h
coll
usi
on.
Ou
r
aud
it tes
t
ing mig
ht incl
ude tes
t
ing com
ple
te pop
ula
tio
ns of
cer
t
a
in tran
sa
c
ti
ons and bal
anc
es
, poss
ibl
y usin
g
dat
a audi
t
ing
te
chn
iqu
es
.
How
ev
er
,
it t
yp
ic
all
y invo
l
ves sel
ec
t
in
g
a
lim
ite
d numb
er of
ite
ms for tes
ti
ng
, rat
her th
an tes
ti
ng compl
et
e
pop
ula
ti
ons
. W
e
wi
ll of
te
n
se
ek to
ta
rge
t par
t
icu
lar ite
ms for tes
t
ing bas
ed on the
ir size
or ris
k
cha
rac
t
er
is
ti
cs
. In
oth
er cas
es
, we
wi
ll use audi
t sam
pli
ng to
ena
bl
e
us to
draw a concl
usi
on abou
t the pop
ula
ti
on from wh
ich th
e
sa
mpl
e
is sel
ec
te
d.
A fur
t
he
r
des
cr
ip
tio
n
of our resp
ons
ibi
lit
ie
s
for th
e
aud
it of the nan
cia
l
s
ta
te
men
t
s
is loc
ate
d on
the FR
C’
s
web
si
te at:
w
w
w.frc.org
.uk
/auditorsres
ponsibilit
ies
. Thi
s
de
scr
ip
tio
n form
s par
t of our audi
tor
s
’ repo
r
t
.
Indep
enden
t audit
ors
’ rep
or
t to t
he memb
ers of F
DM Gro
up (Hold
ings) plc
12
9
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Use of t
his rep
or
t
Th
is re
por
t
, inc
lud
ing t
he o
pini
ons
, ha
s be
en pr
epa
re
d for a
nd on
ly f
or t
he pa
ren
t com
pan
y
’
s mem
ber
s as a b
od
y in a
ccor
dan
ce
wi
th C
ha
pte
r 3 of Par
t 1
6 of th
e Comp
ani
es A
c
t 20
0
6 and f
or n
o oth
er pu
rp
os
e. We do n
ot
, in gi
v
ing t
he
se o
pin
ions
, a
ccep
t or
as
sum
e res
pon
sib
ili
t
y fo
r any o
th
er pu
rp
os
e or to an
y ot
her p
er
so
n to w
hom t
his r
epo
r
t is s
how
n or i
nto w
ho
se ha
nds i
t ma
y
com
e sa
ve w
her
e ex
pre
ss
ly a
gr
eed b
y our p
ri
or co
nse
nt in w
r
it
ing
.
Other requ
i
red reporting
Companies Ac
t 2
0
0
6 exception rep
or
ting
Un
der t
he Co
mpa
nie
s Ac
t 2
00
6 w
e are r
equ
ire
d to rep
or
t to yo
u if, in o
ur op
inio
n:
•
we h
ave n
ot ob
t
ain
ed al
l the i
nfo
rm
at
ion a
nd e
xp
lana
ti
ons w
e req
uir
e for o
ur au
dit
; o
r
•
ad
eq
uate a
cco
unt
ing r
eco
rds h
ave n
ot be
en ke
pt by t
he p
are
nt com
pa
ny, or re
tur
ns a
de
qua
te for o
ur au
di
t hav
e not b
ee
n
re
cei
ve
d fro
m br
anc
hes n
ot v
isi
te
d by us
; or
•
ce
r
t
ain d
isc
los
ure
s of di
rec
t
or
s
’ rem
une
rat
io
n spe
ci
e
d by la
w are n
ot ma
de; or
•
t
he pa
ren
t com
pan
y na
nci
al s
t
ate
me
nt
s and t
he p
ar
t of th
e Rem
une
rat
io
n Rep
or
t t
o be au
di
ted a
re no
t in ag
ree
men
t wi
t
h the
acc
oun
tin
g rec
ord
s and r
et
ur
ns.
We hav
e no e
xcep
tio
ns to r
epo
r
t ar
isi
ng f
rom t
his r
esp
ons
ibi
li
t
y.
A
ppoint
ment
Fo
ll
owi
ng t
he re
com
men
dat
io
n of th
e Au
dit Co
mmi
t
te
e, w
e wer
e app
oin
te
d by th
e dir
ec
to
r
s on 25 M
arc
h 201
3 to aud
it t
he
na
nc
ial s
t
ate
me
nt
s fo
r the y
ear e
nde
d 31 De
cem
be
r 201
3 and su
bs
equ
ent 
nan
cia
l pe
rio
ds
. Th
e pe
ri
od of to
t
al uni
nte
rr
up
ted
eng
age
men
t is 9 ye
ar
s, c
ove
rin
g th
e yea
rs e
nde
d 31 De
cem
ber 2
01
3 to 31 Dec
emb
er 20
21
.
Other ma
tter
A
s re
quir
ed b
y the F
in
anc
ial Co
nd
uc
t Au
th
or
it
y Dis
cl
osu
re Gu
ida
nce an
d T
rans
par
enc
y Rul
e 4.
1
.
14R
, th
ese 
nan
cia
l s
ta
te
men
t
s
for
m p
ar
t of t
he E
SEF
-
pr
ep
are
d ann
ual 
nan
cial r
ep
or
t 
led o
n th
e Nat
io
nal St
ora
ge Me
cha
nism o
f th
e Fi
nan
cia
l Cond
uc
t
Au
th
or
it
y in acc
orda
nce w
i
th t
he E
SEF Re
gul
ato
r
y T
ec
hni
ca
l St
and
ard (
‘
ES
EF R
TS
’
)
. Th
is aud
it
or
s
’ rep
or
t p
rov
id
es n
o ass
ura
nce
ove
r wh
et
he
r the a
nnu
al n
anc
ial r
epo
r
t ha
s be
en pr
epa
red u
sin
g th
e sing
le e
lec
tro
nic f
or
mat s
pe
ci
ed i
n th
e ESE
F RT
S
.
Katharine Finn (Se
nior Statutor
y Au
ditor)
for a
nd o
n beh
al
f of Pr
ice
wat
er
hou
se
Coo
per
s L
LP
Ch
ar
te
re
d Acco
unt
a
nt
s an
d St
at
uto
r
y A
udi
tor
s
London
1
6 Mar
ch 202
2
130
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Note
2021
£000
2020
£000
Revenue
7
267,356
267,737
Cos
t of s
al
es
(140,641)
(138,957)
Gr
oss p
ro
t
126,715
128,780
Adminis
trati
ve expense
s
(84,700)
(87,040)
Op
era
ting p
ro
t
8
42,015
41,740
Finance in
come
11
58
99
Fi
nan
ce ex
pe
ns
e
11
(650)
(815)
Ne
t na
nce e
xp
en
se
(592)
(716)
Pro
t b
ef
ore i
nco
me ta
x
41,423
41,024
Ta
x
a
t
i
o
n
12
(9,594)
(10,249)
Pro
t f
or th
e yea
r
31,829
30,775
2021
pence
2020
pence
Earnings pe
r ordinary share
Ba
sic
13
29.1
28.2
Dilute
d
13
28.8
28.1
Th
e re
sul
t
s for t
he ye
ar sh
ow
n ab
ove a
ris
e fr
om co
nt
inui
ng op
er
ati
ons
.
Th
e not
es o
n page
s 1
35 to 157 are an in
teg
ra
l par
t of t
hes
e Con
sol
ida
ted F
in
anc
ial S
ta
tem
en
ts
.
Consoli
dated I
ncome Statement
for th
e year ende
d 31 De
cemb
er 2
021
131
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
2021
£000
2020
£000
Pro
t f
or th
e yea
r
31,829
30,775
Other co
mprehensive
expense
Ite
ms t
hat ma
y be su
bs
equ
ent
ly r
ec
las
si
e
d to pr
o
t or lo
ss
E
xcha
nge di
e
ren
ces on r
et
rans
la
tio
n of for
eig
n ope
ra
tio
ns (net of t
a
x)
(47)
(635)
T
otal other
com
prehensiv
e expense
(47)
(635)
T
ot
al c
omprehensive income for
the year
31,782
30,140
Th
e no
tes o
n pag
es
1
35 to 1
57 are an in
teg
ra
l par
t of the
se Co
nso
lid
ate
d Fi
nan
cia
l Sta
te
men
t
s.
Con
solida
ted S
tate
ment
of
Comprehensi
v
e I
ncome
for th
e year ende
d 31 De
cemb
er 2
021
132
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Note
2021
£000
2020
£000
Non
-
current asse
ts
Right
-of-use a
ssets
14
11,631
14,774
Pro
per
t
y, pla
nt an
d eq
uip
men
t
15
4,069
5,554
Intang
ible assets
16
19,597
19,885
De
fer
re
d inc
ome t
a
x as
set
s
18
2,484
2,123
37,781
42,336
Current asse
ts
T
r
ad
e and o
the
r re
cei
va
ble
s
19
35,841
31,048
Ca
sh an
d ca
sh eq
ui
va
len
t
s
20
53,120
64,725
88,961
95,773
T
otal assets
126,742
138,109
Current liabilities
T
r
ad
e and o
the
r pa
yab
le
s
21
31,235
28,563
Lea
se l
iabi
li
tie
s
14
5,413
5,502
Cur
ren
t inc
ome t
a
x lia
bil
it
ies
2,147
2,094
38,795
36,159
Non
-
current liabilities
Lease liabilities
14
9,817
13,986
T
ot
al liabilities
48,612
50,145
Net assets
78,130
87,964
Equ
it
y at
tr
ibu
tab
le to o
wne
rs o
f the p
are
nt
Share capital
22
1,092
1,092
Share premium
9,705
9,705
A
ll O
th
er re
ser
ve
s
24
5,126
(57)
Retaine
d earnings
62,207
77,224
T
ot
al equity
78,130
87,964
Th
e no
tes o
n pag
es
1
35 to 1
57 are an in
teg
ra
l par
t of the
se Co
nso
lid
ate
d Fi
nan
cia
l Sta
te
men
t
s.
Th
e na
nci
al s
t
ate
men
t
s on pag
es 1
30 to 1
57 wer
e app
rov
ed by t
he Bo
ard o
f Dire
c
to
rs on
16
Ma
rch 202
2 an
d wer
e sign
ed on i
t
s
be
hal
f by
:
Rod
Flavel
l
M
ike
M
cLa
ren
Ch
ief E
xe
cu
ti
ve O
c
er
C
hie
f Fi
nan
cia
l O
ce
r
1
6 Mar
ch 202
2
02216 March 2
Con
solida
ted S
tate
ment
of
Financ
i
al Posi
ti
on
as at 31 D
ecemb
er 2
021
133
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Note
2021
£000
2020
£000
Ca
sh 
ows f
rom o
pe
rati
ng ac
ti
vi
tie
s
Gr
oup p
ro
t be
for
e t
ax fo
r th
e yea
r
41,423
41,024
Adjus
tments for:
Depreciation and amortisa
tion
8
6,160
6,501
Lo
ss on d
isp
os
al of n
on
-
cu
rre
nt as
se
t
s
2
19
Finance in
come
11
(58)
(99)
Fi
nan
ce ex
pe
ns
e
11
650
815
Sha
re
-
bas
ed p
ay
me
nt ch
ar
ge (i
ncl
udi
ng as
so
cia
ted s
oc
ial s
ec
uri
t
y c
os
t
s)
5,622
2,187
(I
ncr
eas
e)/ de
cr
eas
e in tr
ad
e and o
the
r re
cei
va
ble
s
(5,123)
9,802
Inc
rea
se in t
ra
de an
d ot
her p
ay
abl
es
3,471
5,885
Ca
sh 
ows g
ene
rate
d fr
om op
era
tio
ns
52,147
66,134
Interes
t receiv
ed
58
99
Inc
ome t
a
x pa
id
(10,606)
(11,464)
Ne
t cas
h in
ow f
rom o
pe
rati
ng ac
ti
vi
tie
s
41,599
54,769
Ca
sh 
ows f
rom i
nves
ti
ng ac
ti
vi
tie
s
Acq
uis
it
ion o
f pro
per
t
y, pla
nt an
d eq
uipm
en
t
(368)
(536)
Acq
uis
it
ion o
f int
an
gib
le a
ss
et
s
–
(79)
Ne
t ca
sh us
ed i
n inve
st
ing a
ct
iv
iti
es
(368)
(615)
Ca
sh 
ows f
rom 
nan
cin
g ac
ti
vit
ie
s
Pro
cee
ds f
rom s
al
e of sh
are
s fr
om EB
T
450
349
Pr
inc
ipa
l ele
me
nt
s of l
eas
e pay
m
ent
s
14
(5,294)
(5,294)
Int
ere
s
t ele
me
nt
s of le
as
e pay
m
ent
s
14
(564)
(746)
Pro
cee
ds f
rom s
al
e of ow
n sh
are
s
50
405
Fi
nan
ce cos
t
s p
aid
(85)
(68)
Div
idends paid
23
(46,820)
(20,085)
Ne
t ca
sh us
ed i
n na
nci
ng ac
ti
vi
tie
s
(52,263)
(25,439)
E
xcha
nge lo
ss
es o
n ca
sh an
d ca
sh eq
ui
val
en
ts
(573)
(969)
Ne
t (decr
ea
se)
/ inc
rea
se in c
as
h and c
as
h equ
iva
len
ts
(11,605)
27,746
Ca
sh an
d ca
sh eq
ui
va
len
t
s at be
gi
nnin
g of ye
ar
64,725
36,979
Ca
sh an
d ca
sh e
qui
vale
nt
s at en
d of ye
ar
20
53,120
64,725
Th
e no
tes o
n pag
es
1
35 to 1
57 are an in
teg
ra
l par
t of the
se Co
nso
lid
ate
d Fi
nan
cia
l Sta
te
men
t
s.
Con
solida
ted S
tate
ment
of
Cash
Flo
w
s
for th
e year ende
d 31 De
cemb
er 2
021
134
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Share
capital
£000
Share
premium
£000
Al
l Ot
he
r
reserves
(Note 24)
£000
Retai
ned
earnings
£000
To
t
a
l
equit
y
£000
Ba
lan
ce at 1 J
anu
ar
y 2
021
1,092
9,705
(57)
77,224
87,964
Pro
t f
or th
e yea
r
–
–
–
31,829
31,829
O
the
r com
pre
hen
si
ve e
xp
ens
e for t
he y
ear
–
–
(47)
–
(47)
T
o
t
al com
pre
he
nsi
ve in
com
e for t
he y
ear
–
–
(47)
31,829
31,782
Sha
re
-
bas
ed p
ay
me
nt
s (note 2
5)
–
–
5,320
–
5,320
T
r
ans
f
er to r
et
ain
ed e
arn
ing
s
–
–
(1,530)
1,530
–
Ow
n sh
are
s so
ld
–
–
1,440
(938)
502
Re
cha
rge of n
et s
et
t
le
d sha
re op
tio
ns
–
–
–
(618)
(618)
Di
v
ide
nds (no
te 2
3)
–
–
–
(46,820)
(46,820)
T
o
t
al tr
ans
ac
tio
ns w
it
h ow
ner
s
, re
cog
nis
ed di
rec
t
l
y in eq
ui
t
y
–
–
5,230
(46,846)
(41,616)
Ba
lan
ce at 31 D
ec
emb
er 2
021
1,092
9,705
5,126
62,207
78,130
Share
capital
£000
Share
premium
£000
Al
l Ot
he
r
reserves
(Note 24)
£000
Retai
ned
earnings
£000
To
t
a
l
equit
y
£000
Ba
lan
ce at 1 J
anu
ar
y 2
020
1,092
9,687
(3,241)
67,526
75,064
Pro
t f
or th
e yea
r
–
–
–
30,775
30,775
O
the
r com
pre
hen
si
ve e
xp
ens
e for t
he y
ear
–
–
(635)
–
(635)
T
o
t
al com
pre
he
nsi
ve in
com
e for t
he y
ear
–
–
(635)
30,775
30,140
Sha
re
-
bas
ed p
ay
me
nt
s (note 2
5)
–
–
2,092
–
2,092
T
r
ans
f
er to r
et
ain
ed e
arn
ing
s
–
–
(2,642)
2,642
–
Ne
w sha
re is
sue (no
te 22)
–
18
–
–
18
Ow
n sh
are
s bo
ugh
t ba
ck (not
e 26)
–
–
(25)
–
(25)
Ow
n sh
are
s so
ld
–
–
4,394
(3,634)
760
Di
v
ide
nds (no
te 2
3)
–
–
–
(20,085)
(20,085)
T
o
t
al tr
ans
ac
tio
ns w
it
h ow
ner
s
, re
cog
nis
ed di
rec
t
l
y in eq
ui
t
y
–
18
3,819
(21,077)
(17,240)
Ba
lan
ce at 31 D
ec
emb
er 2
020
1,092
9,705
(57)
77,224
87,964
Th
e no
tes o
n pag
es
1
35 to 1
57 are an in
teg
ra
l par
t of the
se Co
nso
lid
ate
d Fi
nan
cia
l Sta
te
men
t
s.
Con
solida
ted S
tate
ment
of
Changes in Equi
ty
for th
e year ende
d 31 De
cemb
er 2
021
13
5
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
1 Gene
ral information
Th
e Gr
oup i
s an in
ter
na
tio
nal p
rof
es
sion
al s
er
v
ic
es p
rov
id
er fo
cus
si
ng pr
inc
ip
all
y on I
T
, spe
cia
lis
ing in t
he r
ecr
ui
tm
en
t, t
ra
inin
g
an
d dep
loy
me
nt of i
t
s ow
n pe
rm
ane
nt I
T and b
usi
nes
s co
nsul
t
an
ts
.
Th
e Com
pan
y is li
mit
ed b
y shar
es
, in
cor
por
ate
d an
d dom
ici
le
d in th
e UK an
d reg
is
te
red a
s a pub
lic l
imi
te
d comp
an
y in Eng
lan
d
an
d Wale
s wi
th a Pr
emi
um L
is
tin
g on t
he Lo
ndo
n Sto
ck E
xch
ange
. Th
e Comp
an
y
’s r
egi
s
ter
ed o
ce is 3
rd Fl
oo
r
, Co
t
to
ns Cen
tr
e,
Cot
t
ons L
a
ne, L
ond
on
, SE1 2QG an
d it
s re
gis
t
ere
d num
ber i
s 07078
8
23
.
Th
e Con
sol
ida
ted F
in
anc
ial S
ta
tem
en
ts c
ons
oli
dat
e th
ose o
f th
e Comp
any a
nd i
t
s sub
sidi
ar
ies
. Su
bsid
iar
ie
s and t
he
ir co
unt
ri
es of
inc
or
por
at
ion a
re pr
ese
nte
d in n
ote 3 to t
he Pa
ren
t Comp
an
y Fin
anc
ial S
ta
te
men
t
s.
Th
e Con
sol
ida
ted F
in
anc
ial S
ta
tem
en
ts p
re
sen
t th
e res
ul
ts f
or t
he ye
ar en
de
d 31 Dec
emb
er 2021. Th
e Cons
oli
dat
ed F
ina
nc
ial
St
at
eme
nt
s we
re ap
pro
ved b
y Rod F
la
vel
l and M
ike Mc
La
ren o
n be
hal
f of t
he Bo
ar
d of Dir
ec
t
or
s on 16 March 2
02
2.
2 Going co
ncern
Th
e Gr
oup
’s b
usi
nes
s ac
ti
vi
t
ies
, to
get
her w
i
th t
he fa
c
tor
s l
ikel
y to a
ec
t it
s f
ut
ure d
eve
lop
me
nt
, pe
r
fo
rm
ance a
nd p
osi
ti
on ar
e
sum
mar
is
ed in t
he St
ra
teg
ic R
epo
r
t
. Th
e pr
inc
ip
al ri
sk
s an
d unce
r
t
ai
nti
es
, ou
r ass
es
sm
ent o
f th
e imp
ac
t of c
lim
ate c
han
ge, an
d
ri
sk ma
nage
men
t pro
ce
ss
es ar
e als
o de
scr
ib
ed in t
he S
tra
teg
ic R
epo
r
t
.
Th
e Gr
oup
’s c
ont
inu
ed a
nd fo
rec
as
t g
lob
al g
row
th
, po
sit
i
ve op
era
ti
ng c
ash 
ow an
d liq
uid
it
y pos
it
ion
, tog
et
her w
it
h it
s
dis
t
inc
t
i
ve bu
sin
es
s mo
del a
nd in
fr
as
tr
uc
t
ure
, ena
bl
e the G
ro
up to ma
nag
e it
s bu
sin
es
s ris
k
s. T
he G
rou
p’
s for
ec
as
t
s an
d
pro
jec
tio
ns sh
ow t
hat i
t w
ill co
nt
inue t
o op
era
te w
it
h ade
qua
te c
ash r
es
ourc
es
.
Th
e Di
rec
t
or
s th
ere
for
e hav
e a rea
son
abl
e ex
pe
c
t
at
ion t
ha
t th
e Comp
any a
nd t
he G
rou
p wil
l hav
e ade
qua
te re
so
urce
s to
con
ti
nue in o
pe
rat
io
nal e
xi
st
enc
e for t
he fo
re
se
eab
le f
ut
ure. A
cco
rdin
gl
y, the D
ire
c
to
rs c
ont
inu
e to ad
opt t
he go
ing c
once
rn b
asi
s
for p
rep
ar
ing t
he 
nan
cia
l s
ta
tem
en
ts
.
3 Accounti
ng poli
cies
Th
e pr
inc
ip
al ac
coun
ti
ng po
lic
ies a
pp
lie
d in th
e pre
pa
rat
ion o
f th
es
e cons
ol
ida
ted 
nan
cia
l st
a
tem
ent
s a
re se
t ou
t be
low. T
he
se
po
lic
ies h
ave b
ee
n cons
is
ten
tl
y ap
pli
ed to a
ll t
he ye
ar
s pre
se
nte
d, u
nle
ss ot
he
r
w
ise s
t
a
ted
.
3.
1 B
asi
s of prep
aration
On 31 D
ece
mbe
r 2020
, IF
R
S as ad
op
ted b
y the E
urop
ea
n Unio
n at t
hat d
ate w
as br
oug
ht i
nto U
K law an
d be
ca
me U
K-a
dop
ted
Int
er
nat
io
nal A
ccou
nt
ing St
a
nda
rds
, w
it
h fu
tu
re ch
ange
s be
ing su
bje
c
t to e
ndo
rs
em
ent b
y th
e UK En
dor
se
me
nt B
oar
d. T
he
Gr
oup t
ran
si
tio
ne
d to UK-
ado
pte
d In
ter
na
tio
nal A
cco
unt
ing S
ta
nda
rds i
n it
s n
anc
ial s
t
at
eme
nt
s on 1 J
anu
ar
y 2
021
. Th
is ch
ange
con
st
i
tu
tes a c
han
ge in ac
coun
ti
ng f
ram
ewo
rk
. H
owe
ve
r
, t
her
e is no i
mpa
c
t on r
eco
gni
ti
on
, mea
sure
me
nt or d
isc
los
ure i
n the
pe
rio
d re
por
ted a
s a res
ul
t of th
e cha
nge in f
ra
me
wor
k
.
Th
e na
nc
ial s
t
at
eme
nt
s of t
he G
rou
p hav
e bee
n pre
pa
red i
n acco
rda
nce w
it
h UK-
ad
opt
ed In
ter
na
tio
nal A
cco
unt
ing S
ta
nda
rds
an
d wi
th t
he re
qui
rem
ent
s o
f th
e Comp
ani
es A
c
t 20
0
6 as ap
pli
ca
ble t
o com
pan
ies r
ep
or
t
ing u
nde
r th
ose s
t
an
dar
ds
.
Th
e Con
sol
ida
ted F
in
anc
ial S
ta
tem
en
ts h
ave b
ee
n pre
pa
red o
n a his
to
ri
ca
l cos
t ba
sis
. T
he Con
so
lida
te
d Fin
anc
ial S
ta
te
men
t
s are
pre
se
nte
d in Po
und
s Ste
rli
ng an
d all v
alu
es a
re rou
nd
ed to t
he ne
are
s
t th
ous
an
d (£0
0
0)
, exce
pt w
he
re ot
her
wi
se in
dic
a
ted
.
3.
2 Basi
s of cons
olidatio
n
Th
e Con
sol
ida
ted F
in
anc
ial S
ta
tem
en
ts c
omp
ri
se t
he n
anc
ial s
t
at
eme
nt
s of t
he G
rou
p and i
t
s sub
sid
iar
ies f
or t
he ye
ar en
din
g
31 De
cem
ber 2
021
.
N
otes t
o the Consoli
da
ted
Financ
i
al S
tatements
13
6
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Subsidiaries
Sub
sid
iar
ie
s are co
nso
lid
ate
d fr
om t
he da
te of t
hei
r acq
uisi
t
ion
, be
ing t
he da
te on w
hi
ch th
e Gr
oup o
bt
ain
s con
tro
l, an
d con
ti
nue
to be c
ons
oli
dat
ed un
ti
l th
e date w
he
n suc
h con
tr
ol cea
se
s. T
he 
nan
cia
l st
a
tem
ent
s o
f the s
ubs
idi
ari
es a
re pre
pa
red f
or t
he
sa
me re
po
r
ti
ng pe
ri
od as t
he Pa
ren
t Com
pan
y, using c
ons
is
ten
t acco
un
tin
g pol
ici
es
. A
ll int
ra
-
gro
up b
ala
nce
s, t
ran
sa
c
ti
ons
,
unr
eal
ise
d gai
ns an
d los
se
s re
sul
ti
ng fr
om in
tr
a-
g
roup t
ra
ns
ac
t
ion
s and d
iv
id
end
s are e
lim
ina
ted i
n fu
ll.
De
t
ails o
f th
e sub
sidi
ar
ies o
wn
ed b
y the G
ro
up are p
re
sen
te
d in not
e 3 to th
e Pare
nt Co
mp
any F
ina
nci
al St
at
eme
nt
s
. Th
ere a
re
no mi
nor
i
t
y in
ter
es
t
s in t
he sub
sid
iar
ie
s of th
e Com
pan
y.
3.
3 Summar
y of s
igni
cant acco
unting po
licie
s
a
) Bus
ines
s combinati
ons and go
odwi
ll
Th
e Gr
oup a
ppl
ies t
he a
cqu
isi
tio
n me
th
od to a
ccou
nt fo
r bus
ine
ss c
omb
ina
tio
ns
. Th
e cons
ide
ra
tio
n tr
ans
fe
rr
ed fo
r th
e
acq
uis
it
ion o
f a subs
idi
ar
y i
s th
e fai
r val
ue of t
he as
se
t
s tr
ans
fe
rr
ed
, the l
iab
ili
ti
es in
cur
re
d, a
nd th
e eq
ui
t
y in
tere
s
t
s iss
ue
d by th
e
Gr
oup to t
he f
or
mer o
wn
er
s of t
he ac
qui
ree. T
h
e cons
ide
rat
io
n tra
ns
fe
rre
d in
clu
des t
he f
air v
alu
e of an
y as
se
t or lia
bil
it
y
re
sul
tin
g fr
om a co
nti
nge
nt con
sid
era
ti
on ar
ra
ngem
ent
. I
den
ti
ab
le a
ss
et
s ac
quir
ed an
d lia
bil
it
ies a
nd co
nt
inge
nt li
abi
lit
ie
s
as
sum
ed in a b
usi
nes
s co
mbi
nat
ion a
re me
asu
red i
nit
ia
ll
y at th
ei
r fai
r val
ues a
t th
e acq
uisi
t
ion da
te. A
cqu
isi
tio
n
-r
ela
ted c
os
t
s are
ex
pe
nse
d as in
cu
rre
d.
Af
ter i
nit
ia
l reco
gn
it
ion
, goo
dw
il
l is mea
sur
ed a
t cos
t le
ss a
ny ac
cum
ula
ted i
mpa
ir
men
t los
s
es
. Fo
r the p
ur
po
se of i
mpa
ir
men
t
te
st
ing
, g
ood
w
ill a
cqui
red i
n a bus
ine
ss c
omb
ina
tio
n is
, fr
om th
e acq
uis
it
ion d
ate
, all
oc
ate
d to t
he G
roup
’s c
as
h
-ge
ner
at
ing u
nit
th
at is e
xp
ec
t
ed to b
en
e
t fr
om th
e com
bin
at
ion
, ir
res
pe
c
ti
ve o
f wh
et
her o
the
r as
se
ts o
r lia
bil
it
ies o
f th
e acq
uire
e are a
ss
ign
ed
to t
hat u
nit
.
Wh
ere g
ood
w
ill f
orm
s pa
r
t of a c
ash
-
gen
era
ti
ng un
it an
d pa
r
t of t
he o
per
at
ion w
it
hi
n tha
t uni
t is di
spo
se
d of, th
e goo
dw
ill
as
so
cia
ted w
i
th t
he op
era
ti
on di
spo
se
d of is in
clu
de
d in th
e ca
rr
y
ing a
mou
nt of t
he o
per
at
ion w
he
n det
er
min
ing t
he ga
in or l
oss
on di
spo
sa
l of t
he op
era
ti
on. G
oo
d
wil
l dis
pos
ed o
f in th
is ci
rcu
ms
t
ance i
s mea
sur
ed ba
se
d on t
he re
lat
i
ve va
lue
s of t
he op
era
ti
on
dis
pos
ed o
f and t
he p
or
t
io
n of th
e ca
sh
-g
ene
rat
in
g uni
t ret
a
ine
d.
b) Revenue recog
nition
Re
ven
ue is re
cog
nis
ed u
nde
r IF
R
S 1
5 and is m
eas
ure
d at t
he fa
ir va
lue o
f th
e cons
ide
rat
io
n rece
i
ved o
r rec
ei
va
ble a
nd e
xclu
ding
sa
le
s ta
xes
.
Rendering of services
Re
ven
ue f
rom t
he pr
ov
isi
on of co
nsu
lt
an
t
s to th
ird
-
par
t
y c
us
tom
er
s is re
cog
nis
ed a
s fol
low
s:
•
T
he re
ve
nue is r
eco
gni
se
d in th
e pe
ri
od in w
hic
h th
e con
sul
ta
nt
s pe
r
f
orm t
he w
or
k at t
he co
ntr
ac
t
ed ra
tes f
or ea
ch co
nsu
lt
an
t.
Re
ven
ue is b
ase
d on t
ime
sh
ee
ts f
ro
m our co
nsu
lt
an
t
s wh
ich a
re au
th
or
ise
d by t
he Gr
oup
’s c
us
to
mer
s d
et
ail
ing t
he h
our
s an
d
ser
vice provided;
•
Re
ven
ue in r
esp
ec
t o
f ou
t
st
a
ndi
ng ti
mes
he
et
s is a
ccr
ue
d bas
ed u
pon e
s
ti
mat
es a
t the c
ont
ra
c
t val
ue; a
nd
•
Volu
me re
ba
tes a
re ac
cr
ued i
n th
e per
io
d in w
hic
h the r
ev
enu
e is re
cog
nis
ed
, wi
th t
he v
alu
e of th
e reb
ate o
se
t aga
ins
t
re
ven
ue. T
he
y are c
al
cul
ate
d wi
th r
ega
rd to s
pec
i
c th
res
hol
d le
vel
s of re
ven
ue re
cog
nis
ed f
or ce
r
t
ain c
us
to
mer
s in a
con
tr
ac
t
ual p
er
iod
. T
o t
he e
x
te
nt th
e vo
lum
e reb
ate
s are m
ate
ri
al, a
mou
nt
s ar
e dis
clo
se
d alo
ng w
it
h any s
ign
i
ca
nt
jud
gem
ent
s m
ade i
n the
ir e
st
im
ati
on
.
Sa
le
s inv
oice
s ar
e iss
ued f
oll
ow
ing f
ul
l
men
t of FD
M
’s p
er
f
or
man
ce ob
liga
ti
on
, con
rm
ed b
y rec
eip
t of ap
pro
ved t
im
esh
ee
ts
.
Inv
oic
es ar
e due f
or p
ay
men
t in li
ne w
it
h agr
ee
d cre
di
t ter
ms
.
c) Foreign currency translation
Th
e in
di
vi
dual 
nan
cia
l s
ta
te
men
t
s of eac
h Gr
oup e
nt
it
y are pr
es
ent
ed in t
he c
ur
ren
c
y of t
he pr
im
ar
y e
con
omi
c env
ir
onm
en
t in
wh
ich t
he co
mp
any o
per
ate
s (i
t
s f
unc
t
ion
al c
urr
enc
y). F
or
eig
n exc
han
ge gai
ns an
d los
se
s re
sul
ti
ng fr
om t
he se
t
t
lem
en
t of suc
h
tr
ans
ac
t
io
ns
, and f
ro
m the t
ra
nsla
ti
on of m
one
t
ar
y ass
et
s a
nd lia
bil
it
ie
s den
omi
nat
ed in f
ore
ign c
ur
ren
cie
s at y
ear e
nd e
xcha
nge
ra
tes
, ar
e gene
ral
ly r
eco
gni
se
d in pr
o
t or lo
ss
.
Fo
r th
e pur
po
se o
f the C
ons
oli
dat
ed F
ina
nci
al St
at
eme
nt
s
, th
e res
ult
s a
nd n
anc
ial p
osi
ti
on of e
ach e
nt
it
y are e
xp
res
se
d in
Pou
nds S
ter
lin
g (£
), w
hic
h is t
he f
unc
t
ion
al c
urr
enc
y of th
e Pare
nt Co
mpa
ny an
d th
e pre
se
nt
at
io
n cur
ren
c
y fo
r th
e Cons
oli
da
ted
Financial Statements.
3 Accounti
ng poli
cies
continued
Notes to t
he Consol
idated F
inancia
lSta
tement
s
13
7
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
In pr
ep
ari
ng t
he n
anc
ial s
t
at
eme
nt
s of t
he in
di
v
idua
l en
ti
tie
s
, tra
ns
ac
t
ion
s in cu
rr
enc
ies o
th
er th
an t
he en
ti
t
y
’s f
unc
t
io
nal
cur
re
nc
y (f
ore
ig
n cur
ren
ci
es) are r
eco
rde
d at t
he ra
te pr
ev
aili
ng a
t the t
im
e of th
e tr
ans
ac
t
io
n. At t
he e
nd of e
ach r
epo
r
t
ing
pe
rio
d, m
one
t
ar
y ite
ms an
d goo
dw
il
l den
omi
nat
ed in f
ore
ign c
ur
ren
cie
s are r
et
ran
sla
ted a
t th
e rat
es p
rev
ail
ing a
t th
e end o
f
th
erep
or
t
in
g per
io
d.
No
n-
mo
ne
ta
r
y i
tem
s th
at ar
e mea
sure
d in te
rm
s of hi
st
or
ic
al cos
t i
n a for
eig
n cur
re
nc
y a
re tr
ans
lat
ed us
ing t
he e
xcha
nge ra
te
s
as a
t the d
ate
s of t
he in
it
ial t
ran
sa
c
ti
ons
. No
n-
mo
ne
ta
r
y i
tem
s mea
sur
ed a
t fai
r val
ue in a f
ore
ign c
ur
ren
c
y are t
ra
nsla
te
d usi
ng
exc
han
ge ra
tes a
t th
e dat
e whe
n th
e fai
r val
ue wa
s de
ter
min
ed
.
Fo
r th
e pur
po
se o
f pre
sen
ti
ng Con
so
lida
te
d Fi
nan
cial S
ta
te
men
t
s, t
he as
se
t
s an
d liab
ili
ti
es of t
he G
rou
p
’s fo
reig
n op
era
ti
ons a
re
ex
pre
s
sed i
n th
e Gro
up
’s pr
es
ent
a
ti
on cu
rre
nc
y u
sin
g exc
hang
e rat
es pr
ev
aili
ng a
t the e
nd of t
he r
epo
r
t
ing p
er
iod
. Inc
ome a
nd
ex
pe
nse r
ela
te
d ite
ms ar
e tra
nsl
ate
d at t
he a
ver
age e
xcha
nge ra
tes f
or t
he pe
ri
od
. Exc
han
ge di
er
enc
es ar
is
ing a
re cla
ss
i
ed as
ot
her co
mp
reh
ensi
v
e inco
me an
d tr
ans
fe
rr
ed to t
he G
rou
p
’s tr
ans
lat
ion r
es
er
ve.
d
)
Ta
x
e
s
Current
income t
ax
Cur
ren
t inc
ome t
a
x as
se
ts a
nd li
abi
li
tie
s for t
he c
ur
ren
t per
io
d are m
eas
ure
d at t
he am
oun
t ex
pe
c
te
d to be r
eco
ver
ed f
rom o
r
pa
id to t
he t
ax
at
ion a
ut
ho
ri
ti
es
. Th
e ta
x ra
te
s and t
a
x law
s us
ed to c
omp
ut
e the a
mo
unt a
re th
os
e tha
t are e
nac
ted o
r
sub
s
ta
nt
iv
el
y ena
c
te
d at t
he re
por
ti
ng da
te in t
he co
unt
ri
es w
her
e th
e Gro
up op
er
ate
s and g
ene
rat
es in
com
e.
Cur
ren
t inc
ome t
a
x rel
at
ing to i
te
ms re
cog
nis
ed d
ire
c
tl
y in e
qui
t
y is r
eco
gni
se
d in eq
ui
t
y an
d not i
n the i
nco
me s
t
ate
me
nt
.
Man
agem
en
t per
io
dic
al
ly e
va
lua
tes p
osi
ti
ons t
a
ken in t
he t
ax r
et
urn
s wi
th r
esp
ec
t t
o si
tua
ti
ons in w
hi
ch ap
pli
ca
ble t
a
x
reg
ul
ati
ons a
re su
bje
c
t to in
ter
pr
et
at
ion a
nd e
st
a
bli
she
s pro
vi
sio
ns wh
ere a
pp
rop
ria
te.
Deferred tax
De
fer
re
d t
ax is p
rov
id
ed in f
ul
l, us
ing t
he li
abi
li
t
y me
th
od
, on te
mpo
rar
y di
er
enc
es b
et
w
ee
n the c
ar
r
y
in
g am
oun
ts o
f as
se
ts a
nd
lia
bil
it
ies f
or n
anc
ial r
epo
r
t
ing p
urp
os
es a
nd t
he am
oun
t
s use
d for t
a
xa
ti
on pu
rp
ose
s. T
he f
oll
ow
ing t
emp
or
ar
y d
i
ere
nce
s are
not p
rov
id
ed f
or
: goo
dw
ill n
ot de
du
c
tib
le f
or t
ax p
ur
pos
es
; and t
he i
nit
ia
l reco
gn
it
ion o
f ass
et
s o
r liab
ili
ti
es t
hat a
e
c
t ne
it
her
acc
oun
tin
g nor t
a
xa
ble p
ro
t
. Th
e amo
unt o
f de
fer
re
d ta
x pr
ov
ide
d is b
ase
d on t
he e
xp
ec
te
d ma
nne
r of rea
lis
at
io
n or se
t
t
lem
en
t
of t
he c
ar
r
y
ing a
mou
nt of a
ss
et
s an
d lia
bil
it
ies
, us
ing t
a
x rat
es e
nac
t
ed or s
ubs
t
an
ti
ve
ly e
na
c
ted a
t th
e rep
or
t
in
g date
.
A de
fer
re
d ta
x as
se
t is re
cog
nis
ed o
nl
y to th
e ex
t
en
t tha
t it i
s pro
bab
le t
hat f
u
tur
e ta
xa
bl
e pro
t
s w
ill b
e ava
ila
ble a
gai
ns
t wh
ich
th
e as
set c
an b
e ut
il
ise
d. D
efe
rr
ed t
ax a
ss
et
s ar
e red
uce
d to t
he ex
ten
t tha
t it i
s no lo
nge
r pro
bab
le t
hat t
he re
la
ted t
a
x be
ne
t
wi
ll be r
eal
ise
d.
e) Proper
t
y
, plant and e
quipme
nt
Pro
per
t
y, pla
nt an
d eq
uip
men
t are s
t
at
ed a
t cos
t ne
t of a
ccum
ula
te
d dep
rec
iat
io
n. Cos
t i
ncl
ude
s th
e or
igi
nal p
urc
has
e pr
ice o
f
th
e as
set a
nd t
he co
s
ts a
t
t
rib
ut
ab
le to b
ri
ng
ing t
he as
se
t to i
ts w
or
ki
ng co
ndi
ti
on fo
r it
s in
ten
de
d use
.
De
pre
cia
ti
on is c
har
ged t
o the i
nco
me s
t
ate
me
nt on a s
t
rai
ght-
lin
e ba
sis ov
er t
he es
t
ima
te
d use
f
ul li
ve
s of ea
ch pa
r
t of a
n it
em of
pro
pe
r
t
y, pl
ant a
nd eq
uip
men
t
. Th
e es
ti
ma
ted u
se
ful l
iv
es a
re as fo
ll
ow
s:
Pla
nt an
d eq
uipm
en
t
4 ye
ar
s
Fi
x
t
ure
s and 
t
t
ing
s
4 year
s
Leasehold improvements
Leng
th of lease
Th
e as
se
t
s’ r
esi
dua
l val
ue
s, u
sef
ul l
iv
es a
nd me
th
ods o
f dep
re
cia
tio
n are r
ev
ie
wed e
ach 
nan
cia
l yea
r en
d and a
dju
st
ed
ifappropriate
.
f
) Intang
ible a
sset
s
Int
a
ngi
ble a
ss
et
s a
cqui
red s
ep
ara
tel
y ar
e mea
sur
ed on i
ni
tia
l rec
ogn
it
ion a
t cos
t
. T
he co
st
s o
f int
an
gib
le as
se
t
s acq
uir
ed in a
bu
sine
ss c
omb
ina
tio
n are t
he
ir fa
ir va
lue
s as a
t the d
ate o
f acq
uisi
t
ion
.
Sof
tware and
soft
ware li
cenc
es
So
f
t
w
are li
cen
ce cos
t
s ar
e rec
ogn
is
ed as a
n ex
pe
nse a
s inc
ur
red
. De
vel
opm
en
t cos
t
s th
at ar
e dire
c
t
ly a
t
tr
ib
ut
ab
le to t
he d
esi
gn
an
d tes
t
ing o
f ide
nti
a
ble a
nd un
iqu
e so
f
t
wa
re co
ntr
oll
ed b
y the G
ro
up ar
e reco
gn
ise
d as in
t
ang
ibl
e as
se
ts a
nd am
or
tis
ed o
ver
th
e use
f
ul ec
ono
mic l
ife o
f th
e sof
t
wa
re. Di
re
c
tl
y at
tr
ibu
t
abl
e cos
t
s t
hat a
re c
api
t
alis
ed i
ncl
ude i
nvo
ice
d sup
pli
er co
st
s a
nd
employee costs.
13
8
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Goodwill
Fo
ll
owi
ng in
it
ial r
eco
gni
ti
on
, goo
dw
ill i
s mea
sure
d at c
os
t le
ss an
y acc
umu
lat
ed im
pa
irm
en
t los
se
s, a
nd is r
ev
alu
ed b
ase
d on t
he
pre
va
ilin
g for
eig
n exc
han
ge ra
tes a
t th
e end o
f th
e rep
or
t
ing p
er
io
d. F
or t
he pu
rp
ose
s of im
pa
irm
en
t tes
t
ing
, go
od
wi
ll is
all
oc
at
ed to t
he G
rou
p’
s ca
sh
-g
ene
rat
ing u
ni
ts
.
Go
od
wi
ll is re
v
iew
ed a
t lea
s
t ann
uall
y o
r mor
e reg
ula
rl
y w
hen t
he
re is an i
ndi
ca
ti
on of im
pa
irm
en
t. I
mpa
ir
men
t of go
od
wi
ll is
de
ter
min
ed b
y ass
es
sin
g th
e rec
ove
rab
le am
oun
t of t
he c
ash
-
gen
era
tin
g uni
t to w
hic
h th
e goo
dw
ill r
ela
te
s. W
her
e th
e
re
cove
rab
le am
ou
nt of t
he c
ash
-
gen
era
ti
ng uni
t is l
es
s tha
n th
e ca
rr
yi
ng va
lue o
f th
e ca
sh
-ge
ne
rat
ing u
ni
t to wh
ich t
he
goo
dw
il
lhas b
een a
llo
c
ate
d, a
n imp
air
me
nt lo
ss is r
eco
gni
se
d. Im
pai
rm
en
t los
se
s rel
at
ing to g
ood
w
ill c
an
not b
e rev
er
se
d in
fu
t
ure p
eri
od
s.
g) T
rade rece
ivabl
es
T
r
ad
e rec
ei
vab
le
s are re
cog
nis
ed i
ni
tia
ll
y at fa
ir va
lue
. Th
ey ar
e sub
se
que
nt
ly m
eas
ure
d at am
or
t
is
ed co
s
t usin
g an e
xp
ec
te
d
cre
di
t los
s mo
de
l in lin
e wi
th I
FR
S 9 w
hi
ch us
es a li
fe
ti
me e
xpe
c
te
d lo
ss al
low
anc
e for a
ll tr
ad
e rece
i
vab
le
s. T
o mea
sure t
he
ex
pe
c
te
d cre
di
t los
se
s
, tra
de re
cei
v
abl
es ha
ve b
een g
ro
upe
d ba
sed o
n sha
re
d cre
dit r
is
k cha
rac
t
er
is
ti
cs
. Sha
re
d cre
dit r
is
k
cha
ra
c
ter
is
ti
cs i
ncl
ud
e cur
ren
t an
d for
war
d-
lo
ok
ing i
nfo
rm
at
ion o
n mac
roe
con
om
ic fa
c
tor
s a
ec
tin
g th
e se
c
tor i
n whi
ch t
he
debtor operates.
Wh
en a t
rad
e re
cei
va
ble i
s unco
lle
c
t
ibl
e, it i
s wr
it
ten o
 aga
ins
t th
e all
ow
ance a
cco
unt f
or tr
ad
e rece
i
vab
le
s. Su
bs
equ
ent
re
cove
ri
es of a
mou
nt
s pr
ev
iou
sl
y wr
i
t
ten o
 are c
re
dit
ed ag
ain
st a
dmi
nis
t
rat
i
ve e
xpe
ns
es in t
he in
com
e s
ta
te
men
t.
h
) Cas
h and cas
h equi
valent
s
Ca
sh an
d ca
sh eq
ui
va
len
t
s comp
ri
se c
ash a
t ba
nk
s an
d on ha
nd an
d sho
r
t-t
er
m dep
osi
t
s wi
th a m
at
ur
it
y o
f th
ree m
ont
hs o
r les
s
.
i) T
rad
e and othe
r payable
s
T
r
ad
e and o
the
r pa
yab
le
s rep
res
en
t liab
ili
ti
es f
or goo
ds a
nd se
r
v
ic
es pr
ov
ide
d to t
he G
roup p
ri
or to t
he e
nd of 
nan
cia
l year
wh
ich a
re un
pai
d. T
he am
ou
nt
s are u
nse
cu
red a
nd ar
e usu
all
y pa
id w
it
hin t
hir
t
y da
ys o
f rec
ogn
it
ion
. T
r
ad
e and o
the
r pa
yab
le
s
are p
res
en
ted a
s cur
re
nt li
abi
lit
ie
s unl
es
s pa
ym
ent i
s not d
ue w
it
hin t
w
el
ve m
ont
hs a
f
te
r the r
ep
or
t
ing p
er
iod
. T
hey a
re
re
cog
nis
ed in
it
ial
ly a
t th
eir f
air v
alu
e and s
ubs
eq
uen
tl
y me
asur
ed a
t amo
r
t
ise
d cos
t u
sing t
he e
e
c
ti
ve i
nte
res
t m
et
hod
.
j) Financial ins
trument
s
Non-
deriva
tive nancial instrument
s
Th
e Gr
oup
’s n
on
-
de
ri
va
ti
ve 
nan
cia
l ins
t
rum
en
ts c
omp
ri
se t
rad
e rec
ei
vab
le
s, t
ra
de pa
yab
le
s, c
as
h and c
as
h equ
iv
al
ent
s
.
Th
e Gr
oup d
oe
s not ha
ve a
ny bo
rr
ow
ing
s.
k) Pens
ions an
d other p
ost
-
emp
loyment b
ene
t
s
Th
e Gr
oup o
per
at
es a nu
mbe
r of de
n
ed co
ntr
ib
ut
ion p
en
sion s
ch
eme
s. T
h
e ass
et
s of e
ac
h sch
eme a
re he
ld s
ep
ara
tel
y f
rom
th
os
e of th
e Gro
up in a
n ind
ep
end
ent
l
y adm
ini
st
ere
d fu
nd. T
h
e amo
unt c
har
ged t
o th
e inco
me s
t
ate
me
nt re
pre
se
nt
s th
e
con
tr
ibu
t
ions p
ay
abl
e to t
he sc
he
mes i
n res
pe
c
t of t
he acc
oun
ti
ng pe
ri
od.
l) Provi
sion
s
Pro
vi
sio
ns for l
eg
al cl
aims a
re re
cog
nis
ed w
he
n the G
ro
up ha
s a pre
se
nt le
gal o
r cons
t
ru
c
ti
ve o
bl
iga
tio
n as a re
sul
t of a p
as
t
ev
ent
, i
t is pr
ob
abl
e tha
t an o
ut
ow of r
es
our
ces w
ill b
e re
quir
ed to s
et
tle t
he o
bli
gat
io
n, an
d th
e amo
unt c
an b
e re
liab
ly
es
t
ima
ted
. If t
he e
e
c
t is ma
ter
ial
, pr
ov
isio
ns ar
e det
er
min
ed by d
isc
oun
tin
g th
e ex
pe
c
te
d, r
isk a
djus
t
ed
, fu
tu
re ca
sh o
w
s at a
pre
-
t
ax r
isk-
fre
e ra
te. Pr
ov
isi
ons ar
e mea
sur
ed a
t mana
gem
ent
’s b
es
t e
st
ima
te of t
he e
xp
en
dit
ur
e req
uire
d to s
et
t
le t
he G
rou
p’
s
lia
bil
it
y
. Th
es
e es
t
ima
tes a
re re
vi
ew
ed ea
ch ye
ar an
d up
date
d as n
ece
ss
ar
y.
FD
M is a pe
op
le bu
sin
es
s and
, in t
he or
din
ar
y c
our
se
, we re
cei
ve l
ega
l cla
ims f
ro
m tim
e to t
ime
, mos
t co
mmo
nl
y emp
lo
ym
ent-
rel
ate
d. O
ur in
-
ho
use l
ega
l tea
m dea
ls pr
omp
tl
y wi
t
h the
se c
lai
ms w
her
e app
rop
ria
te, b
ut w
e eng
age sp
ec
ial
is
t ex
t
er
nal l
aw
y
er
s
wh
en i
t is re
qui
red f
or us t
o acce
ss a
ddi
t
iona
l ex
pe
r
t
ise o
r res
our
ce an
d we t
hink i
t pr
ud
ent t
o do s
o. We are co
n
den
t in ou
r
emp
lo
ym
ent p
rac
tic
es an
d it i
s our p
oli
c
y to d
efe
nd t
hes
e cl
aim
s and o
ur bu
sin
es
s mod
el ro
bus
t
l
y
. We wi
ll al
so t
ake a co
mme
rci
al
app
ro
ach a
nd f
rom t
im
e to ti
me ma
y cho
os
e to se
t
tl
e cl
aims i
f we c
onsi
der i
t pr
ag
mat
ic an
d in t
he G
roup
’s b
es
t i
nte
res
t
s to d
o
so, p
ar
tic
ula
rl
y ha
vi
ng re
gar
d to th
e ti
me an
d e
or
t m
ana
geme
nt n
eed t
o de
dic
at
e to a gi
ve
n cla
im.T
he D
ire
c
to
rs e
va
lua
te th
e
po
ssi
bil
it
y of an o
ut
ow of r
es
our
ces to d
ete
rm
ine i
f i
t is ei
th
er re
mote
, po
ssi
ble o
r pro
ba
ble
. In ea
ch ci
rcu
ms
t
anc
e eit
he
r
ad
equ
ate p
rov
isi
ons a
re es
t
a
blis
he
d or ap
pro
pr
iat
e dis
clo
sur
es ar
e mad
e in acc
ord
ance w
i
th t
he pr
ov
isi
ons of I
A
S 3
7
.
Notes to t
he Consol
idated F
inancia
lSta
tement
s
3 Accounti
ng poli
cies
continued
13
9
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
m
) Equit
y
Or
dina
r
y s
hare
s ar
e clas
si
e
d as e
qui
t
y. Inc
rem
ent
a
l cos
t
s dir
ec
t
ly a
t
t
ri
but
a
ble t
o the i
ss
ue of n
ew or
din
ar
y s
har
es or o
pt
ion
s are
sho
wn i
n eq
uit
y as a de
du
c
tio
n, n
et of t
a
x
, fr
om th
e pro
ce
eds
. T
he sh
are p
remi
um re
e
c
t
s th
e ex
t
rap
aid f
or ne
wsha
resa
bo
ve
th
eir n
omi
nal v
alu
e.
O
the
r re
ser
ve
s rep
res
en
t th
e cos
t of e
qui
t
y o
n se
t
tl
ed sh
are
-
ba
se
d pay
m
ent
s un
ti
l suc
h sha
re op
tio
ns ar
e exer
cis
ed o
r lap
se.
Ow
n sh
are
s res
er
ve re
pre
se
nt
s th
os
e Comp
an
y sha
res h
eld b
y th
e T
r
us
te
e of t
he F
DM Gr
oup E
mpl
oye
e Be
ne
t T
ru
s
t and a
re a
de
duc
t
io
n fro
m sha
reh
ol
der
s
’ f
und
s (see n
ote 26
).
Th
e tr
ans
lat
io
n res
er
ve com
pr
ise
s al
l fore
ig
n exch
ang
e di
ere
nce
s ar
isi
ng f
rom t
he t
rans
la
tio
n of th
e na
nc
ial s
t
at
eme
nt
s of
for
eig
n op
era
ti
ons
. Th
e c
api
t
al re
dem
pt
ion re
se
r
v
e aro
se f
rom t
he p
urc
has
e by th
e Com
pan
y in 2015 of 5,
20
0,
3
92 de
fer
re
d
sha
res
, w
hic
h had a n
omi
nal v
alu
e of £0
.01 ea
ch.
n
) Share
-b
ase
d payme
nts
Emp
loy
ee
s (in
clu
din
g se
nio
r exec
ut
i
ves) of t
he G
ro
up re
cei
ve re
mun
era
ti
on in t
he f
orm o
f sha
re
-
bas
ed p
ay
me
nt
s
, wh
ere
by
emp
lo
yee
s ren
de
r ser
v
ice
s as con
sid
era
ti
on fo
r equ
it
y ins
t
ru
men
t
s (equi
t
y
-s
et
t
le
d tr
ans
ac
t
io
ns).
Equit
y
-se
t
tled t
ransac
ti
ons
Th
e cos
t o
f equ
it
y-
se
t
tl
ed t
ran
sa
c
ti
ons is r
eco
gn
ise
d, to
get
he
r wi
th a co
rr
esp
on
din
g inc
reas
e in ot
he
r res
er
ve
s in eq
uit
y, over t
he
pe
rio
d in w
hic
h th
e per
fo
rma
nce a
nd
/ or s
er
v
ic
e con
dit
io
ns are f
ul
l
le
d. T
he cu
mul
ati
v
e ex
pen
se re
cog
nis
ed f
or e
qui
t
y
-s
et
t
le
d
tr
ans
ac
t
io
ns at e
ach r
epo
r
t
ing da
te un
ti
l th
e ves
t
ing d
ate re
e
c
t
s th
e ex
t
ent t
o wh
ich t
he v
es
ti
ng pe
ri
od ha
s ex
pir
ed a
nd th
e
Gr
oup
’s b
es
t e
st
im
ate of t
he n
umb
er of e
qui
t
y i
ns
tr
um
ent
s t
ha
t wil
l ul
tim
ate
ly v
es
t
. Th
e inc
ome s
t
a
tem
ent e
xp
ens
e or c
red
it f
or
a pe
rio
d re
pre
sen
t
s th
e mov
eme
nt in c
umu
lat
i
ve e
xp
ens
e rec
ogn
ise
d be
t
we
en t
he b
egi
nni
ng an
d end o
f th
at pe
ri
od an
d is
re
cog
nis
ed in e
mpl
oye
e be
ne
t
s e
xp
ens
e. T
he eq
ui
t
y-
s
et
t
le
d tra
ns
ac
t
ion
s are f
air v
alu
ed a
t the g
ra
nt da
te an
d th
e ex
pen
se
re
cog
nis
ed ov
er t
he du
rat
ion o
f th
e ves
t
ing p
er
io
d.
No e
xp
ens
e is re
cog
nis
ed f
or aw
ard
s tha
t do n
ot ul
tim
at
el
y ves
t
, e
xcep
t for e
qui
t
y
-s
et
tle
d tr
ans
ac
tio
ns fo
r wh
ich v
es
ti
ng is
con
di
tio
nal u
pon a m
ar
ket or n
on
-v
es
t
ing co
ndi
t
ion
. Th
es
e are t
rea
ted a
s ve
st
in
g irr
esp
ec
ti
ve of w
he
th
er or n
ot t
he ma
rket o
r
no
n-
ve
s
tin
g con
dit
io
n is s
ati
s
ed
, pr
ov
ide
d th
at al
l oth
er p
er
f
or
man
ce an
d/ o
r ser
v
ice co
ndi
ti
ons a
re s
at
is
e
d.
Wh
en t
he te
rm
s of an e
qui
t
y
-s
et
t
le
d tr
ans
ac
t
io
n awa
rd ar
e mod
i
ed
, the m
ini
mum e
xp
ens
e re
cog
nis
ed is t
he e
xp
ens
e as i
f th
e
ter
ms h
ad no
t be
en mo
di
ed
, if t
he o
ri
gin
al te
rms o
f th
e awa
rd ar
e met
. A
n ad
dit
io
nal e
xp
ens
e is re
cog
nis
ed f
or an
y mod
i
ca
ti
on
th
at in
cre
ase
s th
e tot
al f
air v
al
ue of t
he sh
are
-
ba
se
d pay
me
nt t
ran
sa
c
ti
on
, or is ot
he
r
w
ise b
en
e
cia
l to th
e emp
loy
ee as
mea
sur
ed a
t the d
ate o
f mod
i
ca
ti
on.
Wh
en a
n equ
it
y-
se
t
tl
ed aw
ard i
s ca
nce
lle
d, i
t is t
rea
ted a
s if i
t ve
st
ed o
n the d
ate o
f ca
nce
lla
tio
n, a
nd an
y ex
pen
se n
ot ye
t
re
cog
nis
ed fo
r th
e awa
rd is re
cog
nis
ed i
mme
dia
te
ly. Th
is in
clu
des a
ny aw
ard w
he
re no
n
-ve
s
ti
ng con
di
ti
ons w
it
hin t
he co
nt
rol o
f
ei
th
er th
e en
ti
t
y or t
he e
mpl
oye
e are n
ot me
t
. How
ev
er
, if a ne
w aw
ard is s
ubs
t
it
ut
ed f
or th
e ca
nce
lle
d aw
ard
, and d
esi
gn
ate
d as
a rep
lac
eme
nt a
ward o
n th
e dat
e tha
t it i
s gr
ant
ed, t
he c
an
cel
led a
nd n
ew aw
ard
s are t
rea
te
d as if t
he
y wer
e a mo
di
c
ati
on of t
he
or
igi
nal a
war
d, a
s des
cr
ib
ed in t
he p
rev
io
us pa
rag
ra
ph.
Inc
lu
ded w
i
thi
n th
e res
ult
s f
or th
e yea
r en
ding 31 D
ece
mb
er 2021 i
s a cha
rge re
la
tin
g to th
e Dir
ec
t
or
s
’ bon
us ea
rn
ed du
ri
ng 2021,
th
e bal
anc
e wi
ll be s
et
t
le
d vi
a is
sue of s
har
es e
qual t
o th
e amo
unt w
hi
ch wo
uld h
ave b
ee
n pa
yab
le to t
he
m.
o) Segme
nt repo
rt
ing
Op
era
ti
ng se
gm
ent
s a
re re
por
ted i
n a man
ner c
onsi
s
ten
t wi
th t
he in
ter
na
l rep
or
t
in
g to th
e Bo
ard o
f Dire
c
to
rs
. T
he E
xec
ut
i
ve
Dir
ec
t
or
s hav
e be
en id
ent
i
ed a
s th
e chi
ef op
er
at
ing de
ci
sion m
aker
.
p
) Dividends
Di
v
ide
nds a
re re
cog
nis
ed a
s a liab
ili
t
y i
n the p
er
io
d in wh
ich t
he
y are a
ppr
ove
d suc
h th
at t
he Com
pa
ny is o
blig
ate
d to p
ay
th
edi
vi
den
d.
14
0
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
q) Emp
loyee Ben
et T
rus
t
FD
M Gro
up (
Hol
din
gs) pl
c has a
n es
t
ab
lish
ed Em
plo
ye
e Ben
e
t T
rus
t (
“
EB
T
”
) to w
hi
ch i
t is th
e spo
ns
or
ing e
nti
t
y. Not
wi
th
s
ta
ndi
ng
th
e leg
al du
ti
es of t
he Trus
te
e, t
he Com
pa
ny con
sid
er
s th
at i
t has “d
e fac
to
” con
tro
l. T
he EB
T is in
clu
de
d in th
e Pare
nt Co
mp
any
Fi
nan
cia
l St
ate
me
nt
s an
d the C
ons
oli
dat
ed F
ina
nci
al St
at
eme
nt
s
.
No ga
in or l
os
s is re
cog
nis
ed in p
ro
t or l
os
s or ot
he
r comp
reh
ens
iv
e inc
ome o
n th
e purc
has
e, s
al
e or c
anc
ella
ti
on of t
he
Com
pan
y
’s o
wn e
qu
it
y h
el
d by th
e EB
T
. F
or f
ur
th
er in
for
ma
tio
n, s
ee n
ote 26
.
r) Le
as
es
Un
der I
FR
S 16 ‘L
eas
es
’, a liab
ili
t
y a
nd an a
ss
et a
re re
cogn
is
ed at t
he i
nce
pti
on of t
he l
eas
e, t
he le
ase l
iab
ili
t
y b
eing t
he p
res
en
t
va
lue of f
u
tur
e lea
se p
ay
me
nt
s. A r
ig
ht-
of-
us
e ass
et i
s rec
ogn
ise
d as t
he s
ame a
mo
unt a
dju
st
ed f
or an
y ini
tia
l dir
ec
t co
s
ts
, le
as
e
inc
ent
i
ves r
ece
iv
ed
, or le
as
e pay
me
nt
s ma
de a
t or be
fo
re th
e com
men
cem
ent d
ate
, as ap
pli
ca
ble
.
Th
e ch
arg
e to th
e Inco
me St
a
tem
ent c
omp
ri
ses i
) an i
nte
res
t e
xp
ens
e on t
he le
as
e liab
ili
t
y (
inc
lu
ded w
i
thi
n na
nce e
xp
ens
e) and
ii
) a dep
rec
iat
io
n ex
pe
nse o
n th
e rig
ht-
of-
us
e as
se
t (in
clu
de
d wi
th
in op
era
ti
ng co
st
s). T
he r
ig
ht-
of-
us
e as
se
t is dep
re
cia
ted
s
tra
ig
ht-l
ine o
ver t
he t
erm o
f th
e lea
se.
Th
e lia
bil
it
ies a
re me
asu
red a
t th
e pre
se
nt va
lue o
f th
e rem
aini
ng le
as
e pay
me
nt
s
, dis
cou
nte
d usi
ng th
e le
ss
ee co
mpa
ny
’s
es
t
ima
ted i
ncr
eme
nt
al b
or
row
in
g rat
e at t
he da
te of l
eas
e ince
pt
ion
. Lea
se p
ay
me
nt
s are p
re
sen
ted a
s ca
sh o
w
s fro
m na
nc
ing
ac
t
i
vi
ti
es
, spl
it b
et
w
ee
n pr
inc
ipa
l and i
nte
re
st e
le
men
t
s, o
n the S
ta
te
men
t of C
ash F
low
s
.
Fo
r sh
or
t-t
er
m lea
se
s and l
eas
es o
f low
-
val
ue as
se
t
s, t
he G
rou
p has c
hos
en t
o reco
gn
ise t
he as
so
ci
ate
d lea
se p
ay
men
t
s as an
ex
pe
nse o
n a s
tra
ig
ht-l
ine b
asi
s ove
r th
e lea
se te
rm
.
s
) Go
vern
ment
gra
nts
Go
ver
nm
ent g
ra
nt
s are r
eco
gni
se
d at fa
ir va
lue w
he
n th
ere i
s reas
on
abl
e as
sura
nce t
ha
t con
dit
io
ns at
ta
che
d to t
he g
ran
t wil
l be
com
pli
ed w
it
h an
d the g
ra
nt w
ill b
e rece
i
ved
. Inc
ome i
s o
se
t aga
ins
t t
he e
xpe
ns
es t
he gr
ant i
s int
end
ed to s
upp
or
t. T
he g
ran
t is
re
cog
nis
ed as i
nco
me ov
er th
e pe
ri
od ne
ces
s
ar
y to mat
ch t
hem w
i
th t
he re
lat
ed co
st
s
, fo
r wh
ich t
he
y are i
nte
nde
d to
com
pen
sa
te, o
n a s
y
st
ema
ti
c bas
is. D
ur
ing 2
021 gove
rn
men
t gr
ant
s o
f £0.6 m
illi
on we
re re
cei
ve
d as p
ar
t o
f gove
rn
men
t
s
’
re
spo
nse
s to t
he pa
nd
emi
c in so
me op
er
ati
ng re
gio
ns (
2020
: £2
.8 m
ill
ion).
4 Sig
nic
ant accountin
g es
timate
Th
e pre
pa
rat
io
n of th
e Gr
oup
’s 
nan
cia
l st
a
tem
ent
s r
equ
ire
s man
agem
en
t to make e
s
tim
ate
s an
d ass
ump
ti
ons t
hat a
e
c
t th
e
rep
or
ted a
mou
nt
s of re
ve
nue
s, e
x
pen
se
s, a
ss
et
s an
d lia
bili
t
ies
, an
d th
e dis
clo
sur
e of con
ti
ngen
t lia
bil
it
ies
, at t
he e
nd of t
he
rep
or
tin
g yea
r
. H
owe
ve
r
, u
ncer
t
ain
t
y ab
ou
t th
ese a
ss
ump
tio
ns an
d es
t
ima
tes c
oul
d res
ult i
n ou
tco
mes t
ha
t req
uir
e a mat
eri
al
ad
jus
t
men
t to th
e ca
rr
y
ing a
mou
nt of t
he as
se
t an
d liab
ili
t
y a
e
c
te
d in f
ut
ure p
er
iod
s. T
he f
oll
ow
ing is c
onsi
de
red t
o be th
e
Group
’s signica
nt estima
te:
Share
-b
ase
d payme
nt charge
A sha
re
-
bas
ed p
ay
me
nt ch
ar
ge is re
cog
nis
ed in r
esp
ec
t o
f sha
re aw
ard
s bas
ed o
n th
e Dir
ec
to
r
s’ b
es
t e
s
tim
ate o
f th
e numb
er o
f
sha
res t
ha
t wi
ll ve
s
t bas
ed o
n th
e per
for
ma
nce co
ndi
ti
ons o
f th
e awa
rds
, w
hic
h comp
ri
se ad
jus
t
ed EP
S gro
w
t
h and t
he n
umb
er
of em
pl
oye
es t
hat w
ill l
ea
ve be
fo
re ve
st
in
g. In e
s
tim
at
ing t
he nu
mb
er of sh
are
s like
ly t
o ves
t
, t
he Di
rec
tor
s ha
ve ba
se
d th
eir
as
se
ssm
en
t of th
e adj
us
te
d EPS g
ro
w
th i
n th
e for
ec
as
t
s con
ta
ine
d wi
t
hin t
he G
roup
’
s thr
ee
-y
ear p
lan
, ad
jus
te
d fo
r th
e imp
ac
t of
po
ten
tia
l sce
nar
io
s tha
t cou
ld po
ten
tia
ll
y imp
ac
t E
PS g
row
th
. Th
e cha
rge is c
al
cu
lat
ed ba
se
d on t
he fa
ir va
lue o
n th
e gra
nt da
te
usi
ng th
e Bl
ack-S
cho
le
s mo
del a
nd is e
xp
ens
ed o
ver t
he v
es
ti
ng pe
ri
od
. Th
e key as
sum
pt
ions i
n res
pe
c
t of t
he sh
are
-
ba
se
d
pa
ym
ent c
har
ge
s are s
et ou
t in n
ote 2
5.
No in
di
v
idua
l jud
gem
ent
s h
ave b
ee
n mad
e tha
t ha
ve a sig
ni
c
an
t imp
ac
t o
n the 
nan
cia
l s
ta
tem
en
ts (
2020
: no
ne).
Notes to t
he Consol
idated F
inancia
lSta
tement
s
3 Accounti
ng poli
cies
continued
141
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
5 New st
andards an
d interpret
ations
Th
e In
ter
na
tio
nal A
ccou
nt
ing St
a
nda
rds B
oa
rd (
“
IA
S
B
”
) an
d IF
R
S IC ha
ve is
su
ed th
e fo
llo
win
g ne
w s
ta
nda
rds a
nd am
en
dme
nt
s
wh
ich w
ere e
e
c
ti
ve d
ur
ing t
he ye
ar an
d we
re ad
opt
ed by t
he G
rou
p in pr
epa
ri
ng th
e n
anc
ial s
t
at
eme
nt
s.
Th
e ad
opt
io
n of th
es
e ame
ndm
en
ts h
as no
t had a m
ate
ri
al imp
ac
t o
n th
e Gro
up
’s 
nan
cial s
t
a
tem
ent
s i
n the y
ear
:
E
e
ct
iv
e in 2
02
1
E
e
ct
iv
e for
accounting
periods
be
gi
nni
ng on o
r
afte
r
En
dor
se
d by
th
e UK
Endorsement
Board (UKEB)
Amen
dments
Re
vi
sed C
once
pt
ual F
ram
ew
or
k for F
ina
nc
ial Re
po
r
ti
ng
1 January 2021
Ye
s
COVI
D
-
1
9
-r
ela
ted R
ent Co
nce
ss
ion
s – Am
en
dme
nt
s to IF
R
S 1
6
1 J
une 2
021
Ye
s
A
men
dme
nt
s to I
A
S 1 ‘
Pr
es
ent
a
tio
n of F
ina
nci
al St
at
eme
nt
s
’ an
d IA
S 8 ‘Accou
nti
ng p
oli
cie
s
’
onD
en
it
ion o
f Mat
er
ial
1 January 2021
Ye
s
A
men
dme
nt to I
FR
S 3 ‘
B
usi
nes
s Com
bin
at
ion
s’ o
n De
ni
t
ion of a B
usi
ne
ss
1 January 2021
Ye
s
A
men
dme
nt to I
FR
S 9 ‘
F
ina
nc
ial In
s
tr
ume
nt
s
’, IA
S 3
9 ‘
Fi
nan
cial I
ns
tr
um
en
ts r
eco
gni
ti
on an
d
mea
sur
eme
nt
’ an
d IFR
S 7 ‘
F
in
anc
ial In
s
tr
ume
nt
s di
scl
os
ure
s’ o
n Int
ere
s
t rat
e be
nch
mar
k re
for
m
1 January 2021
Ye
s
Int
ere
s
t Ra
te Be
nc
hma
rk Re
fo
rm – Ph
ase 2 – A
m
end
men
t
s to IF
R
S 7
, IF
R
S 4 an
d IF
RS 16
1 January 2021
Ye
s
Interpretation
s
Con
g
ura
tio
n or Cu
s
tomi
sa
ti
on Cos
t
s in a C
lo
ud Com
pu
ti
ng A
rr
ange
men
t
(I
A
S 3
8 Int
a
ngi
ble A
s
se
t
s)
1 A
pr
il 2021
Ye
s
Th
e fo
llo
win
g s
ta
nda
rds a
nd in
ter
pr
et
at
io
ns ha
d bee
n is
sue
d bu
t wer
e not m
and
ato
r
y f
or an
nual r
epo
r
t
ing p
er
iod
s en
ding o
n
31 De
cem
ber 2
021
, and w
ere n
ot ad
opt
ed in t
he G
ro
up
’s na
nc
ial s
t
at
eme
nt
s fo
r the y
ear a
nd ar
e not e
xp
ec
ted to h
av
e a
ma
ter
ial i
mpa
c
t on t
he G
rou
p wh
en ad
opt
ed:
E
e
ct
iv
e af
te
r 31 D
ece
mb
er 2
0
21
E
e
ct
iv
e for
accounting
periods
be
gi
nni
ng on o
r
afte
r
En
dor
se
d by
th
e UK
Endorsement
Board (UKEB)
New stan
dards
IF
R
S 1
7
, ‘
Insu
ran
ce con
tr
ac
t
s
’
1 Jan
uar
y 202
3
No
Amen
dments
A
nnua
l Imp
rov
eme
nt
s to I
FR
S St
a
nda
rds 2018
–2020
1 January 2022
No
On
ero
us Con
tr
ac
t
s – Co
st o
f Ful
l
ling a C
ont
ra
c
t – Am
en
dme
nt
s to I
A
S 37
1 Januar
y 2022
No
A
men
dme
nt
s to P
rop
er
t
y, Plant a
nd Eq
uip
men
t
: Proc
ee
ds be
fo
re in
ten
ded u
se –
A
men
dme
nt
s to I
A
S 16
1 January 2022
No
Re
fere
nce t
o th
e Conc
ept
ual F
ram
ew
or
k (A
me
ndm
en
ts t
o IFR
S 3)
1 January 2022
No
De
fer
re
d T
a
x re
lat
ed to A
s
se
t
s and L
ia
bili
t
ies a
ris
ing f
ro
m a Sing
le t
ran
sa
c
ti
on –
A
men
dme
nt
s to I
A
S 1
2
1 J
anu
ar
y 20
23
No
De
ni
ti
on of A
cco
unt
ing E
s
ti
mat
es – (
Am
end
me
nt
s to I
A
S 8)
1 Jan
uar
y 202
3
No
Dis
cl
osu
re of A
ccou
nt
ing p
oli
cie
s (A
me
ndm
en
ts t
o IA
S 1 and I
FR
S Pr
ac
t
ice St
a
tem
ent 2)
1 Jan
uar
y 202
3
No
Cl
ass
i
ca
ti
on of L
iab
ili
ti
es as C
urr
ent o
r No
n-
c
ur
ren
t – Am
en
dme
nt
s to I
A
S 1
De
fer
re
d unt
il
not e
ar
lie
r
than 1 January
2024
No
6 Se
ttl
ement o
f legal cla
im
On 2
5 Fe
br
uar
y 2021, the G
rou
p pa
id £
3.
0 mill
ion i
n ful
l sa
ti
s
fac
t
io
n of th
e ag
ree
d se
t
tl
em
ent i
n res
pe
c
t of th
e lo
ng-
s
ta
ndi
ng
le
gal c
laim
. T
he cl
aim wa
s pro
v
ide
d in f
ull as a
t 31 De
cem
ber 2
020.
7 Se
gment
al rep
or
ting
Man
agem
en
t has d
ete
rm
ine
d th
e ope
ra
tin
g se
gme
nt
s ba
se
d on t
he op
era
ti
ng re
por
t
s rev
ie
we
d by t
he Bo
ar
d of Di
rec
t
or
s th
at
are u
se
d to as
se
ss b
oth p
er
for
ma
nce an
d s
tr
ate
gic d
ec
isio
ns
. Man
agem
en
t has id
en
ti
e
d tha
t th
e E
xecu
ti
ve D
ire
c
to
rs a
re t
he
chi
ef o
per
at
ing d
eci
sio
n make
r in acc
orda
nce w
i
th t
he re
qui
rem
ent
s of I
FR
S 8 ‘
Op
er
at
ing s
eg
men
t
s’.
14
2
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
A
s of 31 D
ece
mbe
r 2021, the B
oar
d of Di
rec
tor
s con
sid
er t
hat t
he G
rou
p is or
gan
ise
d on a w
or
ld
wi
de ba
sis in
to fo
ur co
re
geo
gr
aph
ic
al op
era
ti
ng se
gm
ent
s
:
 (1
) U
K
;
 (2) N
or
t
h Am
er
ic
a;
 (3) Eu
rop
e, Mi
ddl
e Ea
st a
nd A
fr
ic
a, e
xcl
udi
ng UK (
“
EME
A”
); an
d
 (4) A
sia Pa
ci
c (
“APAC
”
).
Ea
ch ge
ogr
aph
ic
al s
egm
en
t is en
gage
d in pr
ov
idi
ng se
r
v
ice
s w
it
hin a p
ar
t
ic
ular e
con
om
ic en
vi
ron
men
t and i
s sub
jec
t t
o ri
sk
s and
re
tur
ns t
hat a
re di
e
ren
t fr
om th
os
e of se
gm
ent
s o
per
at
ing i
n oth
er e
con
omi
c env
ir
onm
ent
s
.
A
ll se
gm
ent r
eve
nue
, pro
t b
ef
ore t
a
xat
io
n, as
s
et
s an
d liab
ili
ti
es a
re at
t
r
ibu
t
abl
e to th
e pr
inc
ip
al ac
t
i
vi
t
y o
f the G
ro
up, be
ing a
gl
oba
l pro
fe
ssi
ona
l ser
v
ice
s pro
vi
der w
i
th a fo
cu
s on I
T
.
For the ye
ar ende
d 31 De
cembe
r 20
21
UK
1
£000
North
America
£000
EMEA
1
£000
A
PAC
£000
To
t
a
l
£000
Revenue
12
1,
8
4
6
81,
3
8
7
2
4
,9
63
3
9
,16
0
2
6
7,
3
5
6
Depreciation and amortisa
tion
2
,4
89
1,7
14
241
1,
7
16
6,
1
60
Se
gm
ent o
pe
ratin
g pr
o
t
24
,57
0
12
,
21
5
3,237
1,
9
9
3
42
,0
15
Finance in
come
2
15
9
17
4
–
4
337
Fi
nan
ce cos
t
s
2
(
2
3
1)
(6
0)
(88)
(
550)
(929)
Pro
t b
ef
ore i
nco
me ta
x
24,498
12
,
3
2
9
3
,1
4
9
1,
4
47
4
1,
42
3
A
s at 31 D
ec
emb
er 2
0
21
T
otal assets
75,995
2
1,0
3
8
11
,
9
3
7
1
7,
7
7
2
12
6
,
74
2
T
ot
al liabilities
(13
,
0
5
3)
(8,6
6
9)
(
6
,1
9
3
)
(2
0,697
)
(
4
8
,
612
)
1
Re
e
c
ti
ng i
nte
r
nal m
an
age
me
nt a
nd re
po
r
t
ing c
ha
nge
s
, th
e res
ul
t
s for F
D
M Gro
up I
re
lan
d Li
mi
te
d ar
e now i
nc
lu
de
d wi
th
in t
he E
ME
A se
gm
en
t
. Th
e re
sul
t
s we
re
pr
ev
io
us
ly i
ncl
ud
ed w
it
hi
n se
gm
en
t ‘
UK & Ir
el
and
’ w
hi
ch i
s now p
re
se
nte
d as ‘
U
K
’. All r
es
ul
ts
, in
cl
ud
ing p
ri
or ye
ar c
omp
ar
at
i
ve
s, h
ave b
ee
n up
da
te
d to re
e
c
t th
is ch
an
ge.
2
F
ina
nc
e inc
om
e an
d na
nc
e cos
t
s in
cl
ud
e int
er
com
pa
ny i
nte
re
s
t wh
ic
h is el
im
ina
te
d up
on co
ns
ol
ida
ti
on
.
Inc
lu
ded i
n tot
al a
ss
et
s ab
ove a
re no
n
-c
ur
ren
t as
se
ts (e
xclu
din
g def
er
red t
a
x) as f
oll
ow
s:
UK
1
£000
North
America
£000
EMEA
1
£000
A
PAC
£000
To
t
a
l
£000
31 De
cem
ber 2
021
24,8
39
2
,1
4
4
1,
0
3
0
7
,28
4
35,297
For the ye
ar ende
d 31 De
cembe
r 20
20
UK
1
Restat
ed
£000
North
America
£000
EMEA
1
Restat
ed
£000
A
PAC
£000
To
t
a
l
£000
Revenue
11
6
,
7
4
4
9
7,
0
8
2
2
3
,92
8
2
9,9
8
3
2
6
7,
7
3
7
Depreciation and amortisa
tion
(2,
648)
(1,
8
7
3
)
(
23
9)
(
1,
741)
(
6
,
5
0
1)
Se
gm
ent o
pe
ratin
g pr
o
t
23,465
12
,
2
7
9
4
,
4
74
1,
5
2
2
41
,74
0
Finance in
come
2
16
8
19
3
3
3
367
Fi
nan
ce cos
t
s
2
(
3
14
)
(
10
3)
(
7
1)
(
595)
(1,
0
8
3
)
Pro
t b
ef
ore i
nco
me ta
x
2
3
,
319
12
,
3
6
9
4,406
930
41,0
2
4
A
s at 31 D
ec
emb
er 2
0
20
T
otal assets
8
2
,
517
2
4,4
31
11,
4
9
4
19,
6
67
1
3
8
,1
0
9
T
ot
al liabilities
(9,
16
3)
(12
,
8
61)
(5,
80
6)
(
2
2
,
315
)
(
5
0
,1
4
5
)
1
Re
e
c
ti
ng i
nte
r
nal m
an
age
me
nt a
nd re
po
r
t
ing c
ha
nge
s
, th
e res
ul
t
s for F
D
M Gro
up I
re
lan
d Li
mi
te
d ar
e now i
nc
lu
de
d wi
th
in t
he E
ME
A se
gm
en
t
. Th
e re
sul
t
s we
re
pr
ev
io
us
ly i
ncl
ud
ed w
it
hi
n se
gm
en
t ‘
UK & Ir
el
and
’ w
hi
ch i
s now p
re
se
nte
d as ‘
U
K
’. All r
es
ul
ts
, in
cl
ud
ing p
ri
or ye
ar c
omp
ar
at
i
ve
s, h
ave b
ee
n up
da
te
d to re
e
c
t th
is ch
an
ge.
2
F
ina
nc
e inc
om
e an
d na
nc
e cos
t
s in
cl
ud
e int
er
com
pa
ny i
nte
re
s
t wh
ic
h is el
im
ina
te
d up
on co
ns
ol
ida
ti
on
.
Notes to t
he Consol
idated F
inancia
lSta
tement
s
7 Se
gment
al rep
or
ting
continued
14
3
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Inc
lu
ded i
n tot
al a
ss
et
s ab
ove a
re no
n
-c
ur
ren
t as
se
ts (e
xclu
din
g def
er
red t
a
x) as f
oll
ow
s:
UK
1
Restat
ed
£000
North
America
£000
EMEA
1
Restat
ed
£000
A
PAC
£000
To
t
a
l
£000
31 De
cem
ber 2
020
2
7,
4
0
5
2
,
8
12
888
9
,1
0
8
4
0
,
2
13
Informatio
n about major cus
tomer
2021 re
ven
ue f
rom c
us
to
mer A i
s at
t
ri
bu
ted a
cro
ss a
ll fo
ur op
era
ti
ng se
gm
ent
s
. Cus
to
me
r A rep
res
en
ts 10% o
r mor
e of th
e
Gr
oup
’s 2
021 and 2
020 re
ven
ues
.
2021
£000
2020
£000
Re
ven
ue f
rom c
us
tom
er A
35,94
2
31,
4
8
8
8 Ope
rating pro
t
Op
era
ti
ng pr
o
t for t
he ye
ar ha
s be
en ar
r
iv
ed at a
f
t
er ch
arg
in
g
/ (cred
it
ing
)
:
2021
£000
2020
£000
Ne
t for
eig
n exc
han
ge di
er
enc
es
39
(59
)
De
pre
cia
ti
on of r
ig
ht-
of-
us
e ass
et
s
4,294
4
,
5
51
De
pre
cia
ti
on of p
rop
er
t
y, plan
t and e
qui
pm
ent a
nd am
or
t
is
at
ion o
f sof
t
wa
re an
d sof
t
wa
re li
cen
ces
1,8
6
6
1,
9
5
0
E
xp
ens
e rel
at
ing to s
hor
t-te
rm l
eas
es
78
17
7
Auditor
s
’ remuneration
Du
rin
g th
e yea
r the G
ro
up (i
ncl
udi
ng i
ts o
ver
s
eas s
ubs
idia
ri
es) ob
ta
ine
d th
e fol
low
in
g ser
v
ice
s fr
om th
e Gr
oup
’s a
udi
to
rs
:
2021
£000
2020
£000
Fe
es p
ay
abl
e to t
he Gr
oup
’s a
udi
to
rs f
or t
he au
dit o
f th
e Pare
nt Com
pa
ny an
d Cons
ol
ida
ted
Financial Statements
85
70
Fe
es p
ay
abl
e to t
he Gr
oup
’s a
udi
to
rs f
or ot
he
r ser
v
ice
s:
– Th
e au
dit o
f th
e Gro
up
’s su
bsi
diar
ie
s
140
11
4
– Au
dit-
rel
ate
d as
sur
anc
e ser
v
ice
s
50
41
275
2
25
9 Sta n
umber
s and cos
ts
Th
e mo
nt
hl
y ave
rage n
umb
er of p
er
so
ns em
pl
oye
d by th
e Gr
oup (
inc
lu
ding E
xe
cu
ti
ve D
ire
c
tor
s) dur
in
g th
e year, anal
y
se
d by
ca
te
gor
y, was as fo
llo
w
s:
2021
Number
2020
Num
be
r
Consult
ants
4
,7
3
0
4,626
Administ
ration
634
605
5,3
64
5,
2
31
Th
e ag
g
reg
ate p
ay
ro
ll cos
t
s of t
he
se p
er
so
ns we
re as f
oll
ow
s:
2021
£000
2020
£000
Wag
es and salaries
1
76,3
00
1
73,0
73
So
cia
l se
cur
i
t
y cos
t
s
1
7,
3
7
9
16
,
2
5
0
O
the
r pe
nsio
n cos
t
s
4,875
4
,
74
4
Share-based pa
yments
5
,
2
61
988
203,81
5
1
95,055
Retir
ement
benets
Th
e Gr
oup o
per
at
es a nu
mbe
r of de
n
ed co
ntr
ib
ut
ion p
en
sion p
lan
s. T
he p
ens
ion c
har
ge fo
r th
e yea
r rep
res
en
ts c
ont
ri
bu
tio
ns
pa
yab
le by t
he G
ro
up to t
he sc
he
mes
. T
he pe
nsi
on co
ntr
ib
ut
ion
s pa
yab
le at 31 D
ece
mb
er 2021 w
ere £
432
,0
0
0 (
2020
: £42
7
,0
0
0)
.
Th
ere w
ere n
o pre
pa
id con
tr
ib
ut
ion
s at t
he en
d of t
he n
anc
ial y
ear (
2020
: £ni
l).
14
4
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
10 Direc
tors
’ remune
ration
De
t
ails o
f th
e Dir
ec
to
r
s’ (
wh
o als
o rep
re
sen
t th
e key ma
nage
men
t pe
rs
on
nel o
f the G
ro
up) rem
une
rat
ion i
n res
pe
c
t of t
he ye
ar
en
ded 31 D
ece
mb
er 2021 a
nd 202
0 is se
t ou
t bel
ow
:
2021
£000
2020
£000
Shor
t
-term employee benets
3,
475
2
,7
8
8
Post-employment benet
s
47
33
Share-based pa
yments
7
11
57
4,233
2,
878
Inc
lu
ded w
i
thi
n Sho
r
t-t
er
m emp
loy
ee b
ene
t
s i
n 2021 is £
26
4
,0
0
0 re
lat
in
g to ann
ual b
onu
s wh
ich w
as de
fe
rre
d in
to sha
res f
or
t
wo y
ear
s (
2020
: £
1
,015,0
0
0)
. Fo
r fu
r
th
er in
for
ma
ti
on on t
his a
nd D
ire
c
tor
s
’ re
mun
era
tio
n, s
ee t
he a
udi
te
d sec
tio
ns of t
he
Rem
une
ra
tio
n Rep
or
t a
s de
ne
d on p
age 101
.
1
1 Finance incom
e and exp
ens
e
2021
£000
2020
£000
Ba
nk in
ter
es
t
58
99
Finance income
58
99
2021
£000
2020
£000
Int
ere
s
t on le
as
e liab
ili
ti
es
(56
4)
(
74
6
)
Fi
nan
ce fe
es a
nd ch
arg
es
(8
6)
(69
)
Finance expe
nse
(6
5
0)
(
8
15
)
1
2 T
a
xation
Th
e maj
or co
mpo
ne
nt
s of in
com
e ta
x e
xp
ens
e for t
he y
ear
s en
de
d 31 Dec
emb
er 2021 a
nd 202
0 are:
2021
£000
2020
£000
Curr
ent i
nco
me t
ax
:
Cur
ren
t inc
ome t
a
x cha
rge
9,9
0
4
11
,
5
3
6
Ad
jus
t
men
t
s in re
spe
c
t of p
rio
r pe
rio
ds
(418)
(577
)
T
ota
l curr
ent i
nco
me t
ax
9,4
8
6
10
,
9
5
9
Deferred
tax:
Rel
at
ing t
o ori
gin
at
ion a
nd re
ve
rs
al o
f tem
por
ar
y di
ere
nce
s (note 18)
10
8
(
7
10)
T
otal
deferr
ed
tax
10
8
(
7
10)
T
ota
l ta
x ex
pe
nse r
ep
or
te
d in th
e inco
me s
ta
tem
ent
9,
59
4
10
,
2
4
9
Th
e s
t
and
ard ra
te of c
or
por
at
ion t
a
x in th
e UK is 19% (
2020
: 1
9
%). A
ccor
din
gl
y, the p
ro
t
s for 2
020 an
d 2021 ar
e ta
xed a
t 1
9%
.
Th
e t
ax c
har
ge fo
r the y
ear i
s hig
her (
202
0: hi
ghe
r) th
an t
he s
t
and
ard r
ate o
f cor
po
rat
ion t
a
x in t
he UK
. T
he d
i
ere
nce
s are s
et
ou
t be
low
:
2021
£000
2020
£000
Pro
t b
ef
ore in
com
e t
ax
41,
4
2
3
41,
0
2
4
Pro
t b
ef
ore in
com
e t
ax mu
lt
ipl
ied b
y UK s
t
an
dard r
at
e of cor
po
rat
io
n ta
x of 19% (2
020: 19%)
7
,870
7,
7
9
5
Ee
c
t of d
i
ere
nt t
ax r
ate
s on o
ver
s
eas ea
rn
ing
s
1,6
9
5
2,05
1
Ee
c
t of e
xp
en
ses n
ot de
du
c
tib
le f
or t
ax p
ur
pos
es
14
3
12
8
Ad
jus
t
men
t
s in re
spe
c
t of p
rio
r pe
rio
ds
(418)
(577
)
Ee
c
t of u
nus
ed t
a
x los
se
s not r
eco
gni
se
d for d
ef
err
ed t
a
x ass
et
s
304
852
T
ota
l ta
x cha
rge
9,
59
4
10
,
2
4
9
Notes to t
he Consol
idated F
inancia
lSta
tement
s
14
5
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Facto
rs a
ec
ting f
uture ta
x charg
es
De
fer
re
d t
ax as
se
t
s an
d liab
ili
ti
es ar
e mea
sur
ed at t
he r
ate t
ha
t is ex
pe
c
te
d to ap
pl
y to t
he pe
ri
od w
hen t
he a
ss
et is r
eal
ise
d or
th
e lia
bili
t
y i
s se
t
tl
ed
, bas
ed o
n th
e rat
es t
hat h
ave b
ee
n ena
c
te
d or sub
s
t
ant
i
vel
y en
ac
te
d at t
he re
po
r
ti
ng da
te. T
he
ref
ore
, at
eac
h yea
r en
d, de
fe
rre
d t
ax a
ss
et
s an
d lia
bili
t
ies h
ave b
ee
n ca
lcu
lat
ed b
ase
d on t
he ra
te
s tha
t ha
ve be
en su
bs
t
an
ti
vel
y e
nac
t
ed
by t
he re
por
ti
ng da
te.
Th
e F
inan
ce Ac
t 2021 con
r
me
d an in
crea
se o
f UK cor
po
ra
tio
n t
ax ra
te f
rom 19% to 2
5% wi
t
h ee
c
t f
rom 1 A
pr
il 2
023 a
nd t
his
was s
ubs
t
an
ti
ve
ly e
na
c
ted b
y th
e st
a
tem
ent o
f na
nci
al p
osi
tio
n da
te an
d the
re
fore i
ncl
ud
ed in t
he
se n
anc
ial s
t
a
tem
ent
s
.
13 Earnings pe
r ordinar
y share
Ba
sic e
ar
ning
s p
er sha
re is c
al
cul
ate
d by di
v
id
ing t
he pr
o
t at
t
ri
bu
ta
ble t
o ord
ina
r
y e
qui
t
y ho
ld
er
s of t
he Par
ent Co
mp
any b
y the
we
igh
ted a
ver
age n
umb
er of o
rdin
ar
y sha
res i
n iss
ue du
rin
g th
e yea
r
.
2021
2020
Pro
t f
or th
e yea
r
£000
31
,829
3
0
,7
75
Ave
rage n
umb
er of o
rdi
nar
y sha
res i
n is
sue (t
ho
us
and
s)
1
0
9
,1
9
2
1
0
9
,19
1
Ba
sic e
ar
ning
s p
er sha
re
Pence
2
9
.1
28.
2
Ad
jus
te
d ba
sic ea
rn
ing
s pe
r sha
re is c
al
cula
te
d by di
v
idi
ng th
e pro
t a
t
t
rib
ut
a
ble t
o ord
inar
y eq
ui
t
y ho
lde
r
s of th
e Pare
nt
Com
pan
y, excl
udin
g Per
for
ma
nce Sh
are P
lan e
xp
ens
e (i
ncl
udi
ng so
cia
l se
cur
i
t
y cos
t
s a
nd as
so
cia
te
d def
er
red t
a
x)
, by th
e
we
igh
ted a
ver
age n
umb
er of o
rdin
ar
y sha
res i
n iss
ue du
rin
g th
e yea
r
.
2021
2020
Pro
t f
or th
e yea
r (b
asi
c ear
nin
gs)
£
000
31,829
3
0
,7
75
Sha
re
-
bas
ed p
ay
me
nt e
xp
ens
e (in
cl
udi
ng so
cia
l se
cur
it
y cos
t
s) (note 2
5)
£
000
5,
2
61
988
T
a
x e
ec
t of sha
re
-
bas
ed p
ay
me
nt e
xp
ens
e
£000
(8
37
)
(
3
41)
Ad
jus
te
d pro
t f
or t
he ye
ar
£
000
36,253
3
1,
4
2
2
Ave
rage n
umb
er of o
rdi
nar
y sha
res i
n is
sue (t
ho
us
and
s)
1
0
9
,1
9
2
1
0
9
,19
1
Ad
jus
te
d ba
sic ea
rn
ing
s pe
r sha
re
Pence
33.2
28.8
Diluted ear
nings pe
r share
Dil
ut
ed ea
rn
ing
s pe
r sha
re is c
alc
ula
te
d by ad
jus
t
ing t
he w
eig
hte
d av
era
ge num
ber o
f ord
ina
r
y sh
are
s ou
ts
t
an
din
g to as
sum
e
con
ver
si
on of a
ll dil
ut
i
ve po
ten
tia
l ord
ina
r
y sh
are
s. T
he Co
mp
any h
as on
e t
y
pe of d
ilu
ti
ve p
ote
nt
ial o
rdi
nar
y sha
res i
n the f
or
m of
sha
re op
tio
ns; t
he n
umb
er of s
har
es in i
ssu
e has b
ee
n adj
us
te
d to in
clu
de th
e num
be
r of sha
res t
ha
t wou
ld ha
ve b
een i
ss
ued
as
sum
ing t
he e
xerc
ise o
f the s
har
e opt
ion
s.
2021
2020
Pro
t f
or th
e yea
r (b
asi
c ear
nin
gs)
£
000
31,829
3
0
,7
75
Ave
rage n
umb
er of o
rdi
nar
y sha
res i
n is
sue (t
ho
us
and
s)
1
0
9
,1
9
2
1
0
9
,19
1
Ad
jus
t
men
t for s
har
e opt
ion
s (th
ous
an
ds)
1,
3
8
6
207
Dil
ut
ed nu
mbe
r of or
din
ar
y shar
es in i
ss
ue (t
hou
sa
nds)
110
,
5
7
8
10
9,
3
9
8
Diluted earning
s per share
Pence
28.8
2
8
.1
14
6
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
14 Lease
s
(i) Right-
of-use assets
Propertie
s
2021
£000
2020
£000
Cost
At 1 Janu
ar
y
3
6
,
6
51
35,8
39
Additio
ns
1,
4
6
5
1,
8
9
4
Dispos
als
(
76
2)
(1,
2
0
8
)
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
(
3
4
8)
12
6
At 31 D
ece
mbe
r
3
7,
0
0
6
3
6
,
6
51
Accumulated dep
reciation
At 1 Janu
ar
y
21
,87
7
18
,
0
0
7
De
pre
cia
ti
on ch
arg
e for t
he ye
ar
4,294
4
,
5
51
Dispos
als
(
75
2)
(
4
9
1)
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
(4
4
)
(19
0
)
At 31 D
ece
mbe
r
25,
375
21,
8
7
7
Ne
t bo
ok val
ue at 3
1 De
cem
be
r
11,
6
3
1
1
4
,
7
74
(ii) Lea
se liabilitie
s
2021
£000
2020
£000
Cur
ren
t le
ase l
iab
ili
tie
s
5
,
413
5,
502
No
n-
c
ur
ren
t lea
se li
abi
lit
ie
s
9,
8
17
1
3,986
1
5
,230
19
,
4
8
8
Mov
em
ent i
n lea
se l
iab
ili
ti
es in t
he ye
ar
2021
£000
2020
£000
At 1 Janu
ar
y
19,
4
8
8
2
3
,16
2
New le
ases
1,
4
6
5
1,
8
9
4
Int
ere
s
t ex
pe
nse
564
74
6
Ca
sh pa
y
men
t
s
(5,858
)
(6,
040
)
T
e
rm
ina
ti
on of l
eas
es
(12
)
(
7
17
)
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
(417
)
4
43
At 31 D
ece
mbe
r
15
,230
19,
4
8
8
Con
tra
c
t
ual ma
tu
ri
ti
es of l
eas
e lia
bil
it
ies
:
At ne
t pr
es
en
t val
ue
No
t discounted
2021
£000
2020
£000
2021
£000
2020
£000
Le
ss t
han o
ne ye
ar
5
,
413
5,
502
5,
505
5
,
516
Be
t
we
en 1 a
nd 2 ye
ar
s
3,268
4,4
85
3,
444
4
,7
9
4
Be
t
we
en 2 a
nd 5 ye
ar
s
4,564
6,344
5
,1
0
1
7
,057
O
ver 5 y
ear
s
1
,985
3
,15
7
2
,
514
3
,93
8
T
o
t
al le
ase l
iab
ili
ti
es
15
,230
19,
4
8
8
16,
5
6
4
2
1,
3
0
5
Th
e tot
al ca
sh out
ow fo
r leas
es was £
5,
85
8
,0
0
0 (202
0: £6,
0
4
0,
00
0
), se
e also th
e Conso
lid
ate
d Sta
te
men
t of
Ca
sh Flo
w
s
on pag
e1
3
3.
Wh
ere t
he
re is re
as
ona
ble ce
r
t
ai
nt
y t
ha
t an op
tio
n to e
x
ten
d a lea
se w
ill b
e exe
rci
se
d, le
ase l
iab
ili
ti
es ha
ve b
een r
eco
gni
se
d
acc
ord
ing
ly. Du
rin
g 2021, we ex
it
ed on
e lea
se e
arl
y
: T
he te
rm
ina
tio
n of t
his le
as
e has b
een r
eco
gni
se
d abo
ve as a l
eas
e
ter
mi
nat
ion o
f £1
2
,0
0
0 (2
020: £
71
7
,0
0
0) a
nd a di
spo
sa
l of th
e ri
gh
t-of
-u
se as
se
t
, ne
t boo
k va
lue o
f £
1
0,
0
0
0 (202
0: £
71
7
,0
0
0),
wh
ich i
s dis
clo
se
d in no
te 1
4 (i
).
Notes to t
he Consol
idated F
inancia
lSta
tement
s
147
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
iii) A
mount
s recog
nise
d in the Inco
me State
ment
Th
e In
come S
ta
te
men
t sho
ws t
he f
oll
ow
ing a
mou
nt
s re
lat
ing t
o lea
se
s:
2021
£000
2020
£000
De
pre
cia
ti
on of r
ig
ht-
of-
us
e ass
et
s – p
rop
er
t
ie
s
4,29
4
4
,
5
51
Pro
t o
n disp
os
al o
f rig
ht-
of-
us
e as
se
t
2
3
Int
ere
s
t ex
pe
nse (
in
clu
ded i
n na
nce co
s
t)
564
74
6
E
xp
ens
e rel
at
ing to s
hor
t-te
rm l
eas
es
78
17
7
15 Proper
t
y, plant and equip
ment
2021
Leasehold
improve
ments
£000
Fixture
s and
t
ti
ng
s
£000
Plant and
equipment
£000
To
t
a
l
£000
Cost
At 1 Janu
ar
y 202
1
8,
355
1,7
0
6
4
,1
0
1
1
4
,1
6
2
Additio
ns
–
6
362
368
Dispos
als
–
–
(292)
(292)
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
(8
9)
(6)
(10
)
(1
0
5)
At 31 D
ece
mbe
r 2021
8,266
1,7
0
6
4
,1
6
1
1
4
,13
3
Accumulated dep
reciation
At 1 Janu
ar
y 202
1
4
,
3
12
1,
4
8
9
2,807
8,6
08
De
pre
cia
ti
on ch
arg
e for t
he ye
ar
996
11
7
649
1,7
6
2
Dispos
als
–
–
(
288
)
(288
)
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
(11)
(2)
(5)
(18
)
At 31 D
ece
mbe
r 2021
5,
297
1,
6
0
4
3
,1
6
3
10,0
6
4
Ne
t bo
ok val
ue at 3
1 De
cem
be
r 20
21
2,9
69
102
998
4,0
69




2020
Leasehold
improve
ments
£000
Fixture
s and
t
ti
ng
s
£000
Plant and
equipment
£000
To
t
a
l
£000
Cost
At 1 Janu
ar
y 2020
8
,207
1,7
0
4
4,222
14
,13
3
Additio
ns
70
20
4
45
535
Dispos
als
–
(15
)
(55
2)
(5
67)
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
78
(
3)
(
14
)
61
At 31 D
ece
mbe
r 2020
8,
355
1,7
0
6
4
,1
0
1
14
,162
Accumulated dep
reciation
At 1 Janu
ar
y 2020
3,
332
1,
3
6
5
2
,6
47
7
,34
4
De
pre
cia
ti
on ch
arg
e for t
he ye
ar
996
14
6
7
11
1
,853
Dispos
als
–
(
13
)
(535)
(5
4
8)
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
(
16
)
(9)
(
16
)
(4
1)
At 31 D
ece
mbe
r 2020
4
,
3
12
1,
4
8
9
2
,8
07
8,6
08
Ne
t bo
ok val
ue at 3
1 De
cem
be
r 20
2
0
4
,043
217
1
,294
5,55
4
14
8
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
16 Intang
ible as
set
s
2021
Sof
tware and
soft
ware
licences
£000
Goodw
ill
£000
To
t
a
l
£000
Cost
At 1 Janu
ar
y 202
1
698
19,
5
57
20,
255
Additio
ns
–
–
–
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
(1)
(18
3)
(18
4)
At 31 D
ece
mbe
r 2021
697
1
9,
3
74
2
0,071
Accumulated amor
tisatio
n
At 1 Janu
ar
y 202
1
370
–
370
A
mor
tis
a
tio
n for t
he y
ear
10
4
–
104
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
–
–
–
At 31 D
ece
mbe
r 2021
4
74
–
4
74
Ne
t bo
ok val
ue at 3
1 De
cem
be
r 20
21
223
19
,
3
74
19
,
59
7
2020
Sof
tware and
soft
ware
licences
£000
Goodw
ill
£000
To
t
a
l
£000
Cost
At 1 Janu
ar
y 2020
836
19
,
4
5
0
20,2
86
Additio
ns
79
–
79
Dispos
als
(
2
17
)
–
(
2
17
)
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
–
107
10
7
At 31 D
ece
mbe
r 2020
69
8
19
,
5
5
7
20,
255
Accumulated amor
tisatio
n
At 1 Janu
ar
y 2020
487
–
487
A
mor
tis
a
tio
n for t
he y
ear
97
–
97
Dispos
als
(
214
)
–
(
2
14
)
Ee
c
t of m
ove
me
nt
s in fo
rei
gn e
xcha
nge
–
–
–
At 31 D
ece
mbe
r 2020
370
–
370
Ne
t bo
ok val
ue at 3
1 De
cem
be
r 20
2
0
328
19
,
5
5
7
19
,
8
8
5
Th
e am
or
t
is
at
ion c
har
ge is re
cog
nis
ed i
n adm
ini
st
ra
ti
ve e
xp
ens
es i
n th
e inco
me s
t
ate
me
nt
. Th
e amo
r
t
is
at
ion p
er
iod o
f the
so
f
t
wa
re an
d so
f
t
wa
re li
cen
ces i
s fou
r year
s
. Go
od
wi
ll is n
ot am
or
t
is
ed bu
t is su
bje
c
t to a
n ann
ual im
pai
rm
ent t
es
t
.
Th
e goo
dw
il
l has b
ee
n allo
c
ate
d to c
ash ge
ner
at
ing u
ni
ts (
“
CGUs
”
) s
umm
ar
ise
d as fo
llo
ws
:
UK
£000
No
rt
h
America
£000
EMEA
£000
A
PAC
£000
To
t
a
l
£000
Cos
t an
d NB
V at 31 De
ce
mbe
r 2021
1
4,843
1,
6
51
2,880
–
19
,
3
74
Cos
t an
d NB
V at 31 De
ce
mbe
r 2020
1
4,843
1,
6
3
3
3
,0
81
–
19
,
5
5
7
17 Impairment te
stin
g of goo
dwill
A
n ove
r
v
ie
w of imp
ai
rm
ent r
ev
ie
ws p
er
f
or
med b
y CGUs is s
et o
ut b
el
ow. Th
e rec
ove
rab
le am
oun
t of ea
ch CGU h
as be
en
de
ter
min
ed o
n val
ue in u
se c
alc
ula
ti
ons u
sing c
as
h o
w proj
ec
t
io
ns fr
om n
anc
ial b
udg
et
s an
d for
ec
as
t
s app
rov
ed b
y the B
oa
rd
cov
er
ing a t
hre
e
-ye
ar p
er
iod f
rom t
he d
ate o
f the r
ele
va
nt im
pa
irm
en
t rev
ie
w. In se
t
t
ing t
hos
e bu
dget
s a
nd fo
re
cas
t
s t
he B
oar
d
als
o con
sid
ere
d th
e ris
k
s to th
e bu
sine
ss (
in
clu
din
g the r
is
k of cl
ima
te cha
nge w
hic
h was c
ons
ide
red l
ow)
. Th
e key as
su
mpt
ion
s in
th
e pro
jec
tio
ns
, for a
ll CGUs
, we
re as f
oll
ow
s:
•
Re
ven
ue an
d gr
os
s mar
gin w
ere b
as
ed o
n ex
pe
c
ted l
ev
els o
f ac
t
iv
i
t
y un
der e
xi
s
tin
g maj
or con
tr
ac
t
ual a
rr
ange
men
t
s toge
th
er
wi
th g
ro
w
th b
as
ed up
on m
edi
um
-t
er
m his
to
ri
ca
l gro
w
th r
at
es an
d hav
in
g reg
ard t
o ex
pe
c
ted e
con
omi
c an
d mar
ket co
ndi
ti
ons
for o
th
er cu
s
tom
er
s;
•
Ad
min
is
tr
at
iv
e ex
pen
se
s wer
e for
ec
as
t to m
ove in l
ine w
i
th e
xp
ec
te
d le
ve
ls of ac
ti
v
it
y in th
e CGU; an
d
•
T
he g
row
th ra
te us
ed t
o ex
t
rap
ol
ate t
he c
ash 
ow
s be
yon
d th
e th
ree
-
yea
r for
ec
as
t pe
ri
od wa
s 2% up t
o a per
io
d of 1
5 yea
rs
into
ta
l.
Notes to t
he Consol
idated F
inancia
lSta
tement
s
14
9
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Th
e pre
-
t
ax d
isc
oun
t rat
es us
ed i
n th
e ca
lcu
lat
ion
s wer
e as fo
llo
ws
:
2021
%
2020
%
UK
11.
9
8
10
.
3
7
No
r
th A
m
eri
ca
13
.
92
14
.
5
3
EME
A
9.9
1
9
.
74
Th
e re
vi
ew fo
und t
ha
t th
e pre
se
nt va
lue o
f fu
tu
re c
ash 
ow
s was s
ign
i
ca
nt
ly h
igh
er t
han t
he v
alu
e of goo
dw
il
l. A
s a re
sul
t of t
he
re
vi
ew t
he Di
rec
t
or
s did n
ot id
en
ti
f
y an
y imp
air
me
nt fo
r th
e goo
dw
il
l in eac
h CGU. In co
nsi
der
in
g sen
sit
i
vi
ti
es
, no r
eas
ona
ble
cha
nge in a
ny of t
he a
bov
e key as
sum
pt
ion
s wou
ld c
aus
e th
e rec
ove
rab
le am
oun
t to fa
ll b
elo
w th
e ca
rr
yi
ng va
lue o
f th
e CGUs.
18 Defe
rred in
come ta
x ass
ets
De
fer
re
d t
ax as
se
t
s an
d liab
ili
ti
es ar
e o
se
t w
her
e the G
ro
up has a l
ega
ll
y en
for
ceab
le r
igh
t to do s
o. T
he fo
llo
wi
ng is t
he a
nal
y
sis
of t
he de
fer
re
d t
ax b
ala
nce
s (af
te
r o
se
t) fo
r na
nc
ial re
po
r
ti
ng pu
rp
ose
s:
2021
£000
2020
£000
Non
-
current:
Non-
current temporar
y dierences
2,484
2
,12
3
De
fe
rre
d ta
x as
se
t
2,
484
2
,12
3
Th
e Di
rec
t
or
s con
sid
er th
e de
fer
re
d ta
x as
se
t is re
cov
era
ble w
i
thi
n t
wo t
o v
e yea
rs
. De
fe
rre
d t
ax a
ss
et
s ha
ve be
en re
cog
nis
ed i
n
re
spe
c
t of t
imi
ng di
er
enc
es as
so
ci
ate
d wi
th s
har
e-
b
ase
d pa
ym
en
t ex
pe
nse
s wh
ere i
t is co
nsi
der
ed pr
oba
bl
e tha
t th
es
e as
set
s
wi
ll be r
eco
ver
ed.
Mov
em
ent i
n de
fe
rre
d ta
x du
rin
g 20
2
1:
1 January
2021
£000
Recognised
in income
statement
£000
Recognised
in ot
he
r
reserves
£000
T
ransferred
to re
t
ain
ed
earnings
£000
Exchange
dierence
£000
31 Decem
ber
2021
£000
Share-based pa
yments
986
5
41
496
(2
0)
9
2
,
0
12
Right
-of-use a
ssets
206
(
7
1)
–
–
–
135
Pro
per
t
y, pla
nt an
d eq
uip
men
t
(61)
12
7
–
–
–
66
Other
992
(7
05)
–
–
(16
)
271
2
,1
2
3
(10
8
)
496
(
20)
(7)
2,484
Mov
em
ent i
n de
fe
rre
d ta
x du
rin
g 20
2
0
:
1 January
2020
£000
Recognised
in income
statement
£000
Recognised
in ot
he
r
reserves
£000
T
ransferred
to re
t
ain
ed
earnings
£000
Exchange
dierence
£000
31 Decem
ber
2020
£000
Share-based pa
yments
1,
3
0
9
26
25
(2
73)
(10
1)
986
Right
-of-use a
ssets
3
07
(
10
1)
–
–
–
206
Pro
per
t
y, pla
nt an
d eq
uip
men
t
(
167
)
10
5
–
–
1
(
61)
Other
283
680
–
–
29
992
1,7
3
2
7
10
25
(27
3)
(
7
1)
2
,12
3
Th
e Gr
oup h
as un
use
d t
ax l
oss
es f
or w
hic
h no de
fe
rre
d t
ax a
ss
et ha
s be
en re
cog
nis
ed (
2020
: £ni
l) w
it
h a pot
ent
ia
l ta
x be
ne
t o
f
£
2,
3
0
6,
0
0
0 (202
0: £
2,1
16,
00
0
), no a
ss
et h
as be
en re
cog
nis
ed a
s th
e los
se
s ha
ve be
en ge
ner
ate
d in re
gi
ons w
he
re th
e Gro
up do
es
not e
xp
ec
t to gen
era
te pr
o
ts i
n th
e sho
r
t te
rm
. Th
e los
se
s c
an be c
ar
r
ied f
or
w
ard i
nde
n
ite
ly.
15
0
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
19 T
ra
de and othe
r rece
ivabl
es
Du
e to th
eir s
hor
t-te
rm n
at
ure, t
he D
ire
c
tor
s co
nsi
der t
ha
t the c
ar
r
yi
ng am
oun
t of tr
ade r
ece
iv
ab
les a
pp
roxi
mat
es to t
he
ir fa
ir
va
lue. T
he s
t
an
dar
d cre
di
t ter
ms a
re 3
0 day
s.
2
02
1
£000
2020
£000
T
r
ad
e rec
ei
vab
le
s
2
6,7
2
7
2
4
,
118
Other receivables
3,46
4
1
,4
77
Pre
pay
m
ent
s a
nd ac
cr
ued i
nco
me
5,6
50
5,453
3
5,
8
41
31,
0
4
8
Inc
lu
ded w
i
thi
n pre
pay
m
ent
s a
nd ac
cr
ued i
nco
me is £
2
,8
8
3,
0
0
0 of acc
ru
ed i
ncom
e (2
020: £
2
,4
41
,
0
0
0).
Th
e ex
pe
c
te
d los
s ra
te an
d th
e age
d gro
ss t
rad
e re
cei
va
ble
s an
d aged l
os
s all
owa
nce a
s at 31 De
cem
be
r are as f
oll
ow
s:
31 D
ec
emb
er 2
0
21
E
xp
ec
te
d
lo
ss ra
te
Gr
os
s tra
de
receivab
le
£000
Lo
ss
allowance
£000
Not overdue
3%
22
,925
616
Not m
ore t
ha
n thr
ee m
ont
hs p
as
t due
3%
4,542
133
Mo
re th
an th
re
e mon
ths b
ut n
ot mo
re t
han si
x mo
nt
hs pa
s
t due
0%
9
–
Mo
re th
an si
x mon
th
s bu
t not m
ore t
han o
ne ye
ar p
as
t due
0%
–
–
Ol
der t
ha
n one y
ear p
as
t du
e
0%
–
–
27
,476
74
9


31 D
ec
emb
er 2
0
20
E
xp
ec
te
d
lo
ss ra
te
Gr
os
s tra
de
receivab
le
£000
Lo
ss
allowance
£000
Not overdue
4%
19
,
5
5
4
8
11
Not m
ore t
ha
n thr
ee m
ont
hs p
as
t due
4%
5,
44
8
2
17
Mo
re th
an th
re
e mon
ths b
ut n
ot mo
re t
han si
x mo
nt
hs pa
s
t due
–
107
–
Mo
re th
an si
x mon
th
s bu
t not m
ore t
han o
ne ye
ar p
as
t due
3%
38
1
Ol
der t
ha
n one y
ear p
as
t du
e
–
–
–
2
5
,1
4
7
1,0
2
9
Th
e mo
vem
ent i
n th
e all
owa
nce fo
r ex
pe
c
te
d cre
di
t los
s is a
s bel
ow
:
2021
£000
2020
£000
At 1 Janu
ar
y
1,
02
9
202
Inc
rea
se re
cog
ni
sed d
ur
ing t
he ye
ar
–
827
Unused
amou
nt r
eversed
(2
8
0)
–
A
mou
nt w
ri
t
te
n o in t
he ye
ar
–
–
At 31 D
ec
emb
er
74
9
1,
0
2
9
Th
e Gr
oup a
ppl
ies t
he I
FR
S 9 si
mpl
i
ed ap
pro
ac
h to me
asu
rin
g ex
pe
c
te
d cre
di
t los
se
s wh
ich u
se
s a lif
et
ime e
xp
ec
ted l
os
s
all
owa
nce f
or al
l tra
de r
ece
iv
abl
es
. T
o m
ea
sure t
he e
xp
ec
t
ed cr
edi
t lo
ss
es
, tr
ad
e rec
ei
vab
le
s hav
e be
en gr
oup
ed b
ase
d on s
hare
d
cre
di
t ri
sk ch
ara
c
ter
is
t
ic
s. Sh
are
d cre
di
t ri
sk ch
ara
c
ter
is
t
ic
s inc
lud
e cur
re
nt an
d for
war
d-
l
ook
in
g inf
or
mat
ion o
n mac
ro
eco
nom
ic
fa
c
tor
s a
ec
tin
g th
e se
c
tor i
n whi
ch t
he de
bto
r ope
ra
tes a
nd t
hos
e a
ec
t
ing t
he a
bil
it
y of th
e cus
t
ome
r to se
t
t
le th
e re
cei
va
ble
s.
Th
e Gr
oup h
as id
ent
i
ed r
ele
va
nt fa
c
tor
s i
ncl
udi
ng th
e GD
P and t
he un
em
plo
ym
ent r
ate o
f th
e coun
tr
ie
s in w
hic
h it t
rad
es
, an
d
acc
ord
ing
ly a
dju
s
ts t
he l
os
s rat
es b
ase
d on e
xp
ec
t
ed ch
ange
s in t
he
se fa
c
to
rs
. T
he imp
ac
t o
f th
e COVI
D
-
1
9 p
an
dem
ic an
d
as
so
cia
ted l
oc
kdow
ns ha
s res
ul
ted i
n the G
ro
up as
se
ss
ing an
d de
cre
asi
ng it
s l
os
s allo
wa
nce in 2
021
, fol
low
in
g an in
crea
se i
n
2020 a
ss
oc
iate
d w
it
h th
e imp
ac
t of t
he g
lob
al p
and
em
ic.
Notes to t
he Consol
idated F
inancia
lSta
tement
s
151
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
2
0 Cash an
d cash e
quiva
lents
2021
£000
2020
£000
Ca
sh at b
an
k and i
n han
d
5
3
,1
2
0
6
4
,72
5
Th
e Gr
oup h
as is
sue
d gu
ara
nte
es in f
av
our o
f the S
wis
s O
ce o
f L
abo
ur an
d Eco
nom
y for C
HF1
50
,0
0
0.
Th
e cre
di
t qua
li
t
y of 
nan
cial a
ss
et
s c
an b
e ass
es
se
d by re
fe
ren
ce to e
x
ter
na
l cre
di
t rat
ing
s is
sue
d by c
red
it r
at
ing
s age
nci
es
reg
is
te
red i
n th
e EU. Ca
sh at b
ank i
s hel
d wi
t
h ban
k
s wi
th t
he fo
llo
wi
ng ra
ti
ng
s:
Ca
sh a
t ban
k by cr
edi
t rat
ing
2021
£000
2020
£000
A
3
7,
9
4
9
49
,6
31
BB
15,
0
4
2
15
,
0
19
BBB
12
9
75
5
3
,1
2
0
6
4
,72
5
21 T
ra
de and othe
r payable
s
Du
e to the
ir sho
r
t-t
er
m nat
ure, t
he Di
rec
t
or
s cons
ide
r tha
t the c
ar
r
y
in
g amou
nt of tr
ad
e pay
abl
es ap
prox
ima
tes to t
he
ir fai
r valu
e.
2021
£000
2020
£000
T
rade payables
1
,1
1
3
1,15
3
O
the
r pa
yab
le
s
1,7
2
5
2,02
9
O
the
r t
axe
s and s
oc
ial s
ec
uri
t
y
8,
444
6
,5
02
Acc
ru
als a
nd de
fe
rre
d in
come
19,
9
53
18
,
8
7
9
31
,235
28,563
2
2 Share capit
al
Authori
sed, c
alled
-
up, allot
ted and full
y-
paid share cap
ital
2021
Num
be
r of
shares
2021
£000
2020
Num
be
r of
shares
2020
£000
Ord
ina
r
y sha
res o
f £0.01 ea
ch
At 1 Janu
ar
y
1
0
9
,1
9
1
,
6
6
9
1,092
10
9
,1
8
6
,
7
3
9
1,
0
9
2
Ne
w iss
ue
s
–
–
4
,93
0
–
At 31 D
ece
mbe
r
1
0
9
,1
9
1
,
6
6
9
1,092
1
0
9
,19
1
,
6
6
9
1,
0
9
2
Ordinar
y share
s
A
ll or
dina
r
y s
hare
s ra
nk eq
uall
y f
or al
l di
vi
den
ds an
d dis
t
ri
but
io
ns th
at ma
y be d
ecl
are
d on su
ch sh
are
s. A
t gen
era
l mee
ti
ng
s of
th
e Comp
an
y, each s
hare
ho
lde
r wh
o is pr
ese
nt (
in pe
r
son
, by p
rox
y o
r by rep
re
sen
t
at
iv
e) is ent
it
le
d to on
e vot
e on a sh
ow of
han
ds an
d, o
n a po
ll, t
o one v
ote p
er sh
are.
Th
ere w
ere n
o ch
ange
s in t
he au
th
or
ise
d, c
al
led
-
up, a
llo
t
te
d and f
ul
ly
-p
ai
d sha
re ca
pi
t
al dur
in
g th
e year. Dur
ing 202
0, 4
,93
0
sha
res w
ere i
ss
ued a
nd t
he di
e
ren
ce be
t
we
en m
arke
t va
lue a
nd pa
r val
ue a
t iss
ue re
sul
te
d in an a
mou
nt of £1
8,
0
0
0 bei
ng
re
cog
nis
ed in s
hare p
rem
ium w
i
th £4
9.3
0 re
cog
nis
ed a
s an in
cre
ase i
n iss
ue
d shar
e ca
pi
ta
l.
15
2
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
2
3 Div
iden
ds
2021
£000
2020
£000
Dividends paid
Paid
to shar
eholders
46,82
0
20,085
2021
A
n inte
ri
m di
vi
de
nd of 15.0 pe
nce p
er or
din
ar
y s
har
e was d
ecl
are
d by t
he Di
rec
tor
s on 27 J
ul
y 2021 an
d wa
s pai
d on 3 S
ept
emb
er
2021 to h
old
er
s of re
cor
d on 6 A
ugu
s
t 2021
.
Th
e Bo
ard i
s pro
po
sing a 
nal d
iv
id
en
d of 1
8 pe
nce p
er sha
re in r
esp
ec
t o
f th
e yea
r to 31 De
cem
ber 2
021
, for a
ppr
ova
l by
sha
reh
old
er
s at t
he AG
M on 24 M
ay 202
2
, th
e tot
al a
mou
nt pa
ya
ble w
ill b
e £1
9,
655
,0
0
0
. Subj
ec
t t
o shar
eho
ld
er ap
pro
val t
he
di
v
ide
nd w
ill b
e pai
d on 10 June 2
022 t
o sha
reh
old
er
s of re
cor
d on 20 M
ay 202
2.
Th
is br
in
gs t
he Co
mpa
ny
’s tot
al d
iv
i
den
d for t
he y
ear to 3
3.
0 pe
nce p
er sha
re (
2020
: 46
.
5 pen
ce pe
r sha
re).
Th
e Bo
ard h
as re
sum
ed i
t
s pro
gre
ss
iv
e di
vi
den
d po
lic
y; t
he G
ro
up wi
ll re
ta
in su
c
ien
t ca
pi
t
al to f
und o
ngo
ing o
per
at
ing
re
quir
eme
nt
s
, mai
nt
ain a
n app
rop
ri
ate l
ev
el of d
iv
id
end c
ove
r and s
u
cie
nt f
und
s to in
ves
t i
n the G
ro
up
’s lo
nger-te
rm g
ro
w
th
.
2020
A
n inte
ri
m di
vi
de
nd of 18.
5 pen
ce pe
r or
dina
r
y s
hare w
as de
cl
are
d by th
e Di
rec
t
or
s on 2
8 Jul
y 202
0 and w
as pa
id on 4 S
ep
tem
ber
2020 t
o hol
der
s o
f reco
rd on 7 A
ug
us
t 2020
.
Th
e Bo
ard d
ec
lar
ed a se
co
nd in
ter
im di
v
ide
nd o
f 1
3
.0 p
ence p
er o
rdi
nar
y sha
re on 27 J
anu
ar
y 2
021
, th
e amo
unt p
ay
abl
e was
£1
4
,
1
46
,
0
00
, w
hic
h was p
aid t
o shar
eho
ld
er
s on 26 F
eb
rua
r
y 20
21 to ho
lde
rs o
f rec
ord o
n 5 Fe
br
uar
y 2021.
Th
e Bo
ard p
ai
d a na
l di
vi
den
d of 1
5.0 p
en
ce pe
r sha
re on 4 J
une 20
21
, the t
ot
al am
oun
t pa
yab
le wa
s £1
6
,
32
2,
0
0
0.
2
4 All O
the
r Rese
r
ves
Capital
redemption
res
er
ve
£000
Ow
n
shares
res
er
ve
£000
T
ranslation
res
er
ve
£000
Other
reserves
£000
T
ot
al of
Al
l Ot
he
r
reserves
£000
Ba
lan
ce at 1 J
anu
ar
y 2
021
52
(3,795
)
29
0
3,39
6
(57
)
O
the
r com
pre
hen
si
ve e
xp
ens
e for t
he y
ear
–
–
(47
)
–
(4
7
)
T
o
t
al com
pre
he
nsi
ve e
xp
ens
e for t
he y
ear
–
–
(47
)
–
(47
)
Sha
re
-
bas
ed p
ay
me
nt
s (note 2
5)
–
–
–
5,320
5,
320
T
r
ans
f
er to r
et
ain
ed e
arn
ing
s
–
–
–
(1,
5
3
0)
(1,
5
3
0
)
Ow
n sh
are
s so
ld
–
1,
4
4
0
–
–
1,4
4
0
T
o
t
al tr
ans
ac
tio
ns w
it
h ow
ner
s
, re
cog
nis
ed di
rec
t
l
y
in e
qui
t
y
–
1,
4
4
0
–
3
,7
9
0
5,230
Ba
lan
ce at 31 D
ec
emb
er 2
0
21
52
(2
,3
55)
243
7,1
8
6
5
,1
2
6
Notes to t
he Consol
idated F
inancia
lSta
tement
s
15
3
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Capital
redemption
res
er
ve
£000
Ow
n
shares
res
er
ve
£000
T
ranslation
res
er
ve
£000
Other
reserves
£000
T
ot
al of
Al
l Ot
he
r
reserves
£000
Ba
lan
ce at 1 J
anu
ar
y 2
020
52
(8
,1
6
4
)
925
3
,9
4
6
(3,24
1
)
O
the
r com
pre
hen
si
ve e
xp
ens
e for t
he y
ear
–
–
(635)
–
(635)
T
o
t
al com
pre
he
nsi
ve e
xp
ens
e for t
he y
ear
–
–
(635)
–
(635)
Sha
re
-
bas
ed p
ay
me
nt
s (note 2
5)
–
–
–
2,
092
2,
092
T
r
ans
f
er to r
et
ain
ed e
arn
ing
s
–
–
–
(
2,
6
42)
(2
,6
4
2)
Ow
n sh
are
s so
ld
–
4,
394
–
–
4,
394
Ow
n sh
are
s bo
ugh
t ba
ck (not
e 26)
–
(25)
–
–
(2
5)
T
o
t
al tr
ans
ac
tio
ns w
it
h ow
ner
s
, re
cog
nis
ed di
rec
t
l
y
in e
qui
t
y
–
4
,
369
–
(55
0)
3
,
8
19
Ba
lan
ce at 31 D
ec
emb
er 2
0
20
52
(3
,795)
29
0
3,
396
(57
)
2
5 Share
-
ba
sed p
ayment
s
Re
cog
ni
se
d in In
com
e St
ate
me
nt
2021
£000
2020
£000
E
xp
ens
es a
ris
ing f
rom e
qu
it
y
-
se
t
tl
ed sh
are
-
ba
se
d pa
ym
ent t
ra
nsa
c
t
ion
4,47
2
888
So
cia
l se
cur
i
t
y ac
cr
ued t
he
reo
n
789
10
0
E
xp
ens
es a
ris
ing f
rom b
on
us de
fer
re
d as sh
are
s
3
47
1,
2
3
0
E
xp
ens
es a
ris
ing f
rom e
qu
it
y
-
se
t
tl
ed sh
are
-
ba
se
d pa
ym
ent t
ra
nsa
c
t
ion
5,608
2
,
2
18
Re
cog
ni
se
d in Eq
uit
y
2
02
1
£000
2020
£000
E
xp
ens
es a
ris
ing f
rom e
qu
it
y
-
se
t
tl
ed sh
are
-
ba
se
d pa
ym
ent t
ra
nsa
c
t
ion
4
,
8
19
2
,11
8
De
fer
re
d t
ax re
cog
nis
ed i
n oth
er re
se
r
v
es ar
isi
ng f
rom e
qui
t
y
-s
et
tle
d sh
are
-
ba
sed p
ay
me
nt
tr
ans
ac
t
io
n (note 18)
496
25
T
r
ans
f
er to r
et
ain
ed e
arn
ing
s – De
fe
rre
d t
ax
(2
0)
(27
3)
T
r
ans
f
er to r
et
ain
ed e
arn
ing
s – Re
cha
rge
(1,
5
0
0
)
(
2,
3
69)
T
r
ans
f
er to r
et
ain
ed e
arn
ing
s – L
ap
se
d opt
ion
s
(10)
–
Cur
ren
c
y di
e
ren
ce on r
et
rans
lat
io
n
5
(
51)
3
,79
0
(55
0)
Du
rin
g 2021, the sh
are o
pt
ions i
ss
ued i
n 2018 laps
ed. D
ur
ing 2
021 33
,
155 opt
ion
s wer
e exe
rcis
ed
, an
d 3,
0
03 lin
ked sh
are
s lap
se
d
(l
inke
d shar
es w
hic
h wer
e not r
equ
ire
d to f
und t
he p
ri
ce at da
te of e
xerc
is
e). Th
e sha
re op
tio
ns e
xerc
ise
d wer
e sa
ti
s
ed p
ri
mar
il
y
v
ia sa
le of s
har
es f
rom t
he F
DM G
rou
p Empl
oye
e Be
ne
t T
ru
s
t, w
i
th 3
3,
1
55 sha
res r
ele
ase
d. F
or d
et
ai
l of th
e sha
res h
el
d in th
e
FD
M Gro
up Em
plo
yee B
en
e
t T
rus
t s
ee n
ote 26
. A tr
ans
fe
r of £1
,5
0
0,
0
00 w
as ma
de f
rom ‘
O
th
er re
se
r
v
es
’ to ‘
Re
t
ain
ed e
arn
ing
s
’
in re
sp
ec
t of t
he e
xerc
ise o
f sha
re op
tio
ns du
ri
ng th
e pe
rio
d (2
020: t
ran
s
fer o
f £2
,
36
9,0
0
0).
A
s dis
cl
ose
d in t
he D
ire
c
tor
s
’ Re
mun
era
tio
n Rep
or
t, t
he Co
mp
any g
ran
te
d awa
rds o
n 21 Ap
ril 2
021
, in th
e fo
rm of n
omi
nal c
os
t
op
tio
ns ov
er or
din
ar
y s
har
es in t
he Co
mpa
ny un
der t
he P
SP
. A
s w
it
h th
e awa
rds m
ade i
n 201
5 to 2020
, th
e ve
st
in
g of th
e awa
rds
is su
bje
c
t to t
he ac
hie
vem
en
t of a th
ree
-
yea
r pe
r
fo
rm
ance c
ond
it
ion r
ela
ti
ng to ea
rn
ing
s pe
r sha
re.
Op
tio
ns ar
e exer
cis
ab
le n
o late
r th
an t
he te
nth a
nni
ve
r
sa
r
y of t
he da
te of g
ra
nt
.
15
4
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Th
e t
abl
e be
low s
umm
ari
se
s th
e out
s
t
an
din
g sha
re op
tio
ns:
2021
2020
Num
be
r of
shares
Weighted
ave
rag
e
exercise
price
Num
be
r of
shares
Weighted
ave
rag
e
exercise
price
Ou
t
s
ta
ndi
ng at 1 J
anu
ar
y
2
,1
5
6
,
4
6
7
82p
1
,807
,
777
13
1p
Gr
ant
ed du
ri
ng th
e yea
r
9
4
8
,1
2
5
1p
892,500
1p
Fo
r
fe
it
ed du
ri
ng th
e yea
r
(266,875)
5p
(
13
1,
4
5
3
)
13
0
p
E
xerc
ise
d dur
in
g the y
ear
(
3
3
,1
5
5
)
151p
(
4
12
,
3
5
7
)
10
4
p
L
aps
ed d
ur
ing t
he ye
ar
(592,
99
0)
2
61p
–
–
Ou
t
s
ta
ndi
ng at 31 D
ece
mb
er
2,2
1
1
,572
8p
2
,15
6
,
4
6
7
82p
E
xerc
is
abl
e at t
he en
d of th
e yea
r
47
6,280
314
p
8
6
,18
9
242p
Weig
ht
ed av
era
ge rem
ain
ing co
nt
rac
tua
l lif
e (
ye
ar
s)
8.32
n/ a
1.
2
7
n
/ a
Th
e we
igh
ted a
ve
rage s
hare p
ri
ce at t
he da
te of e
xer
cis
e of op
tio
ns e
xerc
ise
d dur
in
g the y
ear e
nd
ed 31 De
cem
be
r 2021 was
1
165pen
ce (2
020: 9
9
6 pen
ce).
Th
e fa
ir va
lue
s of t
he PS
P Sha
re op
tio
ns ma
de w
ere de
te
rmi
ne
d usin
g th
e Bla
ck-S
cho
les v
al
uat
ion m
od
el. T
he s
ign
i
ca
nt in
pu
t
s
to t
he mo
del w
ere a
s fol
lo
ws
:
Dat
e of g
rant
21 A
pr
il
2021
3
0 De
cem
be
r
2020
17 Ap
ril
2
019
Sha
re pr
ice a
t da
te of g
ran
t
103
8
p
111
6
p
9
37p
Exercise price
1p
1p
1p
Di
v
ide
nd y
iel
d
3.0%
2
.7
%
3
.3%
E
xp
ec
te
d vo
lat
ili
t
y
30%
30%
28%
Ri
sk f
ree i
nte
res
t r
ate
0%
0%
0.88%
E
xp
ec
te
d li
fe
4 yea
rs
4 years
4 years
Fair v
alu
e at da
te of g
ra
nt
9
2
1p
999p
820p
Th
e ex
pe
c
te
d vol
at
ili
t
y ap
pl
ied i
n the B
la
ck-Sc
hol
es m
ode
ls re
e
c
t
s th
e as
sump
ti
on t
hat t
he hi
s
tor
ic
al vo
la
til
it
y is ind
ic
at
iv
e of
fu
t
ure t
ren
ds
, wh
ich m
ay no
t nec
es
sa
ri
ly b
e th
e ac
t
ual o
utc
ome.
Buy A
s You Earn
Th
e Gr
oup o
per
at
es a Bu
y A
s You Ea
rn P
lan
, par
ti
cip
ant
s m
ay ac
quir
e up to £1
2,0
0
0 of s
har
es ea
ch y
ear f
rom t
he
ir af
ter t
a
x
rem
une
ra
tio
n (“
P
urc
has
ed Sh
are
s
”
). P
rov
id
ed t
he Pu
rch
ase
d Sha
re
s are re
t
ain
ed in t
he p
lan a
nd su
bje
c
t
, ord
ina
ril
y, to con
ti
nue
d
emp
lo
ym
ent
, a
ddi
ti
ona
l “
Mat
chi
ng Sh
are
s
” are a
ward
ed o
n th
e bas
is of a 1 fo
r 3 ma
tch f
oll
ow
ing t
he en
d of ea
ch of t
he 
rs
t
, t
hir
d
an
d f
t
h ye
ar
s fol
low
in
g th
e year i
n res
pe
c
t of w
hic
h th
e purc
has
ed s
har
es we
re ac
qui
red
. Th
e fai
r val
ue
s of gr
ant
s un
de
r the B
u
y
A
s You Ear
n Pla
n wer
e de
ter
min
ed us
ing t
he B
lac
k-Sch
ol
es va
lua
ti
on mo
de
l.
2
5 Share
-
ba
sed p
ayment
s
continued
Notes to t
he Consol
idated F
inancia
lSta
tement
s
15
5
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
26 Inve
stm
ent in own sha
res
Du
rin
g the AG
M hel
d on 28 A
pr
il 2021,
th
e share
ho
lde
rs a
ppr
ove
d tha
t up to a max
imu
m of 1
0% of t
he Comp
an
y
’s sh
are
s coul
d be
pur
cha
se
d by the Co
mp
any an
d hel
d as own s
hare
s
, rene
wi
ng th
e aut
ho
ri
t
y ag
re
ed on 25 A
pr
il 202
0. Th
e aut
ho
ri
t
y e
xpi
res a
t the
con
clu
sio
n of the Co
mpa
ny
’s ne
x
t An
nual G
ene
ra
l Mee
tin
g af
t
er th
e pas
sin
g of this r
eso
lu
ti
on or
, if ear
lie
r
, at 23:59 o
n 27 Jul
y 202
2.
Es
t
ab
lis
hed i
n 201
8, t
he F
DM G
rou
p Emp
loy
ee B
ene
t Trus
t wa
s us
ed to p
urc
has
e sha
res s
ol
d by op
tio
n ho
lde
rs u
pon e
xer
cis
e of
op
tio
ns un
der t
he F
DM Pe
r
fo
rm
ance S
har
e Pla
n and s
ell s
har
es to t
he m
emb
er
s of t
he FD
M Gr
oup B
uy A
s Y
ou Ea
rn P
lan
. Th
e
Gr
oup a
ccou
nt
s fo
r th
e Comp
any
’s sh
are
s he
ld by t
he T
ru
s
tee o
f th
e FDM G
ro
up Emp
loy
ee B
ene
t T
r
us
t as a d
ed
uc
t
ion f
rom
shareholders
’ funds.
Th
e ad
mini
s
tra
ti
ve c
os
t
s of r
unni
ng t
he T
rus
t h
ave b
ee
n cons
ol
ida
ted i
n the r
esu
lt
s of F
DM G
rou
p (H
old
ing
s) plc
.
31 D
ec
emb
er
2021
31 D
ec
emb
er
2020
Num
be
r of sha
res i
n th
e Comp
an
y ow
ned b
y th
e EBT
239
,505
385,
777
No
mina
l val
ue of s
har
es he
ld
£2,395
£3
,858
Cos
t pr
ic
e of sha
re
s hel
d
£2,3
55
,5
1
2
£
3
,7
9
4
,
5
51
Pre
va
ilin
g val
uat
io
n per s
har
e
£12
.7
2
£
11
.
2
4
T
o
t
al ma
rket v
al
ue of sh
are
s
£3,04
6,50
4
£4,
336,
1
33
Min
imu
m num
ber o
f sha
res i
n the C
omp
any o
wn
ed b
y EBT d
uri
ng t
he ye
ar
239
,505
385,
777
Ma
xim
um nu
mbe
r of sh
are
s in th
e Com
pan
y ow
ne
d by EB
T dur
in
g the y
ear
385
,
777
830,224
2
7 Related p
ar
ties
A num
be
r of th
e Dir
ec
t
or
s
’ fam
il
y mem
ber
s a
re emp
lo
yed b
y th
e Gro
up. T
he e
mpl
oy
men
t rel
at
ion
ship
s are a
t ma
rket r
ate a
nd
are c
ar
r
ied o
ut o
n an ar
m
’s le
ng
t
h bas
is
.
Th
e f
ull re
gis
t
ere
d add
res
s
es of a
ll sub
sid
iar
ie
s of th
e Pare
nt Co
mpa
ny ar
e dis
clo
se
d on p
age 162.
2
8 Financial risk manage
ment
Th
e Gr
oup m
ana
ges i
t
s ca
pit
a
l to ens
ure t
he Co
mpa
ny an
d all i
t
s sub
sid
iar
ie
s wi
ll be a
ble t
o con
tin
ue as a go
ing co
nce
rn w
hi
ls
t
ma
xim
isi
ng th
e ret
ur
n to sh
are
hol
de
rs
.
Th
e us
e of na
nc
ial in
st
r
ume
nt
s is ma
nage
d un
der p
oli
cie
s an
d pro
ced
ure
s app
rov
ed by t
he B
oar
d. T
he
se ar
e des
ign
ed to r
edu
ce
th
e na
nci
al r
isk
s fa
ced b
y th
e Gro
up an
d Com
pan
y, whi
ch pr
ima
ri
ly r
ela
te to c
red
it
, in
ter
es
t
, liq
uid
it
y, cap
it
al m
ana
geme
nt an
d
for
eig
n cu
rre
nc
y r
is
ks
, w
hic
h ar
ise i
n th
e nor
ma
l cour
s
e of th
e Gr
oup
’s b
usin
es
s.
Th
ere a
re no a
dju
s
tm
ent
s b
et
w
ee
n the a
mo
unt
s pr
es
ent
ed in t
he St
a
tem
en
t of Fi
nan
cia
l Posi
t
ion a
nd th
e fa
ir va
lue
s of th
e
as
se
ts a
nd li
abi
li
tie
s.
Cre
di
t ri
sk
Cre
di
t ris
k is ma
nage
d on a G
rou
p bas
is an
d ar
ise
s fr
om c
ash a
nd c
ash e
qui
va
le
nt
s an
d tra
de re
cei
v
abl
es
. Th
e Gr
oup p
rov
id
es
cre
di
t to cu
s
tom
er
s in t
he no
rm
al cou
rs
e of b
usin
es
s an
d the a
mo
unt t
hat a
pp
ear
s in t
he Co
nso
lid
ate
d St
at
eme
nt of F
in
anc
ial
Pos
it
ion i
s net o
f an al
low
anc
e for e
xp
ec
t
ed cr
ed
it lo
ss
es o
f £749,0
0
0 (20
20: £1
,02
9,0
0
0).
A
ll ma
ter
ial t
ra
de re
cei
va
ble b
al
ance
s re
lat
e to sa
le
s tra
ns
ac
t
ion
s wi
th t
he G
rou
p
’s blu
e
-
chi
p cus
t
ome
r bas
e. At t
he r
epo
r
t
ing
dat
e, al
th
ou
gh t
he Gr
oup h
ad si
gni
c
an
t ba
lan
ces w
it
h key c
us
tom
er
s
, th
ere w
ere n
o sig
ni
c
ant co
nce
nt
rat
io
ns of cr
edi
t r
isk
.
Th
ema
xi
mum e
xp
osu
re to cr
ed
it r
isk is r
epr
es
ent
ed by t
he c
ar
r
y
in
g amo
un
t of eac
h na
nc
ial as
se
t
.
Cre
di
t ris
k is ma
nage
d th
rou
gh ag
re
ed pr
oce
dur
es w
hic
h inc
lud
e man
ag
ing an
d an
al
ys
ing t
he cr
edi
t r
isk fo
r ne
w cus
t
ome
rs
an
dmana
gi
ng ex
is
t
ing c
us
tom
er
s. F
or n
ew c
us
to
mer
s we o
bt
ai
n and r
ev
ie
w cre
dit r
at
ing
s an
d se
t cre
di
t limi
t
s ba
se
d upo
n our
pa
ste
x
per
ie
nce.
£5
81,0
0
0 of tr
ade r
ece
iv
ab
les a
t 31 De
cem
ber 2
021 (20
20: £
477
,0
0
0) is ow
ed f
rom n
ew c
us
to
mer
s (
les
s th
an si
x mo
nth
s).
Intere
st rate r
isk
Int
ere
s
t rat
e ri
sk is t
he r
isk t
hat t
he f
air v
alu
e of f
ut
ure c
as
h ow
s of a 
nan
cia
l ins
tr
um
en
t wil
l uc
tua
te be
c
aus
e of ch
ange
s
inma
rke
t int
ere
s
t rat
es
. Th
e Gro
up
’s e
xp
osu
re to t
he r
isk of c
han
ges i
n mar
ket in
ter
es
t ra
tes i
s lim
ite
d as t
he G
rou
p had n
o
bo
rro
wi
ng
s th
ere
for
e it ha
s lim
ite
d e
xpo
sur
e to in
tere
s
t ra
te ri
sk
. Th
e Gr
oup m
anag
es i
ts i
nte
res
t r
ate r
is
k thr
oug
h reg
ul
ar
re
vi
ew
s of i
ts e
xp
os
ure to c
han
ges i
n inte
re
st r
ate
s.
15
6
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Liquidit
y ris
k
Th
e Gr
oup m
ana
ges li
qui
di
t
y ri
sk by m
ain
ta
ini
ng ad
eq
uate c
as
h res
er
ve
s and c
ont
inu
ous
ly m
on
ito
ri
ng fo
rec
as
t an
d ac
t
ual c
as
h
o
ws a
nd w
her
e app
rop
ri
ate m
atc
he
s the m
at
ur
it
y o
f na
nci
al as
se
t
s and l
iab
ili
ti
es
.
Th
e Gr
oup h
as no b
or
row
in
gs f
rom t
hi
rd pa
r
ti
es a
t th
e yea
r end a
nd t
her
efo
re li
qui
dit
y ri
sk is no
t con
sid
ere
d a sig
ni
c
ant r
isk a
t
th
is ti
me du
e to th
e Gr
oup
’s c
as
h bal
anc
es
.
Capit
al management
Th
e Gr
oup
’s p
oli
c
y is t
o main
t
ain a s
t
ron
g ca
pit
a
l bas
e so a
s to ma
int
ai
n inv
es
to
r mar
ket
, cr
edi
to
r
, c
us
tom
er a
nd em
plo
ye
e
con
d
ence a
nd to s
us
t
ain f
u
tur
e inv
es
tm
en
t and d
eve
lo
pme
nt of t
he b
usi
nes
s. T
h
e ca
pit
a
l st
r
uc
t
ure of t
he G
rou
p con
sis
t
s of
eq
uit
y at
t
r
ibu
t
abl
e to th
e eq
uit
y ho
lde
rs o
f th
e Gro
up co
mpr
isi
ng is
sue
d sha
re c
api
t
al
, oth
er re
se
r
v
es an
d ret
a
ine
d ear
ni
ngs
.
Th
e Bo
ard m
on
ito
rs t
he c
ap
it
al s
t
ru
c
tu
re on a r
egu
lar b
asi
s and d
ete
rm
ine
s th
e le
vel o
f ann
ual di
v
id
end
. Th
e Gr
oup is n
ot
ex
po
se
d to an
y ex
te
rn
all
y im
pos
ed c
ap
it
al r
equ
ire
men
t
s.
Fair values
Th
ere i
s no si
gni
c
an
t di
e
ren
ce be
t
we
en t
he c
ar
r
y
ing a
mou
nt
s sh
ow
n in th
e Con
sol
ida
ted S
ta
tem
en
t of F
inan
cia
l Pos
it
ion a
nd
th
e fai
r val
ue
s of th
e Gr
oup an
d Com
pa
ny
’
s na
nci
al ins
t
ru
me
nt
s. F
or c
ur
ren
t tr
ade a
nd ot
he
r rece
i
vab
le
s or pa
yab
le
s wi
th a
rem
ain
ing li
fe o
f les
s t
han o
ne ye
ar
, the a
mor
tis
ed c
os
t is de
em
ed to r
e
ec
t t
he fa
ir va
lue
. Th
ere a
re no a
ss
et
s or l
iab
ili
ti
es
mea
sur
ed a
t fai
r val
ue th
rou
gh p
ro
t an
d los
s
, no de
ri
va
ti
ve
s us
ed fo
r he
dgi
ng
, or o
th
er n
anc
ial li
abi
li
tie
s at a
mor
tis
ed c
os
t.
Foreign currenc
y risk
Fo
rei
gn c
ur
ren
c
y ri
sk is t
he r
isk t
hat t
he f
air v
alu
e or f
ut
ure c
as
h ow
s of a 
nan
cia
l ins
t
ru
men
t wi
ll u
c
tua
te b
ec
aus
e of c
hang
es
in fo
rei
gn e
xcha
nge ra
te
s. T
he G
rou
p’
s ex
po
sure t
o th
e ris
k of ch
ange
s in fo
rei
gn e
xcha
nge ra
te
s rel
ate
s pr
ima
ril
y to t
he G
ro
up
’s
op
era
ti
ng ac
t
i
vi
ti
es (w
he
n rev
en
ue or e
xp
ens
e is de
no
mina
te
d in a di
e
ren
t cur
ren
c
y f
rom t
he G
rou
p’
s fu
nc
t
ion
al cu
rr
enc
y) an
d
th
e Gro
up
’s n
et in
ves
t
me
nt
s in fo
rei
gn su
bsi
dia
rie
s.
Th
e cu
rre
nc
ies g
iv
in
g ri
se to t
his r
is
k are p
rim
ar
il
y the U
S Do
llar, Cana
dia
n Do
llar, Hong Ko
ng D
olla
r an
d Euro. T
he G
rou
p has
bo
th c
ash i
no
w
s and o
ut
ow
s in t
he
se cu
rr
enc
ies t
ha
t cre
ate a n
at
ura
l hed
ge.
Cash a
nd ca
sh eq
uiv
ale
nt
s
Th
e Gr
oup
’s c
as
h and c
as
h equ
iv
al
ent
s a
re den
om
ina
ted i
n the f
oll
ow
ing c
ur
ren
cie
s:
2021
£000
2020
£000
Pounds Sterling
3
6
,1
8
4
43,7
5
9
Euro
6,556
6,
424
US Do
lla
r
2,6
20
5,
270
Canadian Dollar
2
,255
1,
74
8
Aust
ralian
Dollar
1,
3
4
5
1
,12
9
Chinese
Ren
minbi
1,
2
6
5
896
Ho
ng Kon
g Dol
lar
979
2,4
09
Singapore Dollar
750
1
,
3
12
Sw
iss F
ran
c
493
8
19
Pol
ish Z
lot
y
323
–
So
ut
h Af
r
ic
an Ra
nd
271
9
59
Ne
w Zeal
and D
ol
lar
79
–
5
3
,1
2
0
6
4
,72
5
2
8 Financial risk manage
ment
continued
Notes to t
he Consol
idated F
inancia
lSta
tement
s
157
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
T
rade
receivables
Th
e c
arr
y
ing a
mou
nt
s of t
he G
roup
’
s tra
de re
cei
v
abl
es ar
e den
omi
nat
ed in t
he f
oll
ow
ing c
ur
ren
cie
s:
2021
£000
2020
£000
Pounds Sterling
1
4
,1
3
2
13
,10
5
US Do
lla
r
4
,1
2
6
4
,
293
Euro
2
,
0
17
1,
9
7
7
Canadian Dollar
1,7
3
3
1
,
996
Ho
ng Kon
g Dol
lar
1,4
0
1
1
,11
7
Aust
ralian
Dollar
1,3
9
1
1,05
5
Singapore Dollar
1,
3
6
4
8
41
Chinese
Ren
minbi
766
548
Sw
iss F
ran
c
254
19
3
Pol
ish Z
lot
y
238
–
So
ut
h Af
r
ic
an Ra
nd
54
22
27
,476
2
5
,1
4
7
T
rade and othe
r payables
Th
e c
arr
y
ing a
mou
nt
s of t
he G
roup
’
s tra
de an
d ot
her p
ay
abl
es a
re de
nom
ina
ted i
n the f
oll
ow
ing c
ur
ren
cie
s:
2021
£000
2020
£000
Pounds Sterling
18
,4
03
13
,
8
3
4
Euro
3,0
50
2,4
42
US Do
lla
r
3,0
08
5
,926
Canadian Dollar
2,8
86
3
,025
Aust
ralian
Dollar
2
,093
1,
7
3
5
Singapore Dollar
75
4
583
Ho
ng Kon
g Dol
lar
401
635
Sw
iss F
ran
c
2
26
209
Pol
ish Z
lot
y
17
0
–
Chinese
Ren
minbi
167
11
6
So
ut
h Af
r
ic
an Ra
nd
54
58
Ne
w Zeal
and D
ol
lar
23
–
31
,235
28,563
15
8
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Parent Compan
y Sta
tement of
Financ
i
al Posi
ti
on
as at 31 D
ecemb
er 2
021
Note
2021
£000
2020
£000
Non
-
current asse
ts
Invest
ments
3
6,588
3
,27
7
6,588
3
,27
7
Current asse
ts
T
r
ad
e and o
the
r re
cei
va
ble
s
4
55,4
37
6
4
,1
0
5
Ca
sh an
d ca
sh eq
ui
va
len
t
s
5
53
18
2
T
ota
l curr
ent a
ss
et
s
55,49
0
6
4,
287
T
otal assets
62,078
6
7,
5
6
4
Current liabilities
T
r
ad
e and o
the
r pa
yab
le
s
6
47
56
T
ot
al liabilities
47
56
Net assets
62,031
6
7,
5
0
8
Equ
it
y at
tr
ibu
tab
le to e
qui
t
y hol
de
rs o
f the p
are
nt
Share capital
7
1,092
1,
0
9
2
Share premium
9,7
05
9,70
5
Capit
al redemption
reser
ve
52
52
Ow
n sh
are
s res
er
ve
(2
,3
55)
(3,795)
Other reserves
6,588
3
,27
7
Retaine
d earnings
4
6,949
5
7,1
7
7
T
ot
al equity
62,031
6
7,
5
0
8
Th
e Pare
nt Co
mp
any ma
de a p
ro
t fo
r the y
ear o
f £
36
,6
4
3,
0
0
0 (202
0: pr
o
t of £
33
,701
,0
0
0)
. In acc
ord
ance w
i
th s
ec
t
ion 4
0
8 of
th
e Comp
an
ies A
c
t 20
0
6
, the Pa
ren
t Com
pan
y
’
s indi
v
id
ual p
ro
t and l
os
s acc
oun
t is not i
ncl
ud
ed in t
he
se n
anc
ial s
t
a
tem
ent
s
.
Th
e not
es o
n page
s 16
1 to 16
4 are an i
nte
gr
al pa
r
t of t
he Pa
ren
t Comp
any F
in
anc
ial S
ta
tem
en
ts (
Re
gis
te
re
d Comp
any 0
7078
82
3).
Th
es
e na
nc
ial s
t
ate
me
nt
s on p
age
s 1
5
8 to 164 w
ere a
pp
rove
d by t
he B
oar
d of Di
rec
tor
s an
d wer
e sig
ne
d on it
s b
eha
lf b
y
:
Rod F
lave
ll
Mike M
cL
are
n
Ch
ief E
xe
cu
ti
ve O
c
er
Chie
f Fi
nan
cia
l O
cer
1
6 Mar
ch 202
2
1
6 Mar
ch 202
2
159
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Parent Compan
y Sta
tement of
Cash
Flo
w
s
for th
e year ende
d 31 De
cemb
er 2
021
Note
2
02
1
£000
2020
£000
Ca
sh 
ows f
rom o
pe
rati
ng ac
ti
vi
tie
s
Com
pan
y pro
t b
ef
ore t
a
x for t
he ye
ar
3
6
,6
61
3
3,7
01
Adjus
tments for:
Div
idends received
(3
7
,000
)
(34,000
)
De
cre
ase
/ (
inc
rea
se) in t
rad
e and o
th
er re
cei
va
ble
s
8,056
(
14
,7
3
0
)
(D
ec
reas
e)/ i
ncr
eas
e in tr
ad
e and o
the
r pa
yab
le
s
(
8)
1
Ca
sh 
ows g
ene
rate
d fr
om
/ (use
d in) op
erat
ion
s
7,
7
0
9
(1
5
,028
)
Inc
ome t
a
x pa
id
(18)
–
Ne
t cas
h in
ow/ (ou
t
ow) f
ro
m ope
rati
ng ac
ti
v
itie
s
7,
6
9
1
(1
5,028)
Ca
sh 
ows f
rom i
nves
ti
ng ac
ti
vi
tie
s
Div
idends received
10
37
,
000
34,000
Re
cha
rge f
or sha
re
-
bas
ed p
ay
me
nt
1,
5
0
0
50
6
Ne
t cas
h ge
ner
ate
d fro
m inve
st
ing a
ct
iv
iti
es
38,500
34
,506
Ca
sh 
ows f
rom 
nan
cin
g ac
ti
vit
ie
s
Pro
cee
ds f
rom s
al
e of sh
are
s fr
om EB
T
450
3
49
Pro
cee
ds f
rom s
al
e of ow
n sh
are
s
50
4
05
Div
idends paid
10
(4
6
,
8
2
0)
(20,085)
Ne
t ca
sh us
ed i
n na
nci
ng ac
ti
vi
tie
s
(46,320)
(
19
,
3
3
1)
Ne
t (decr
ea
se)
/ inc
rea
se in c
as
h and c
as
h equ
iva
len
ts
(12
9
)
14
7
Ca
sh an
d ca
sh eq
ui
va
len
t
s at be
gi
nnin
g of ye
ar
182
35
Ca
sh an
d ca
sh e
qui
vale
nt
s at en
d of ye
ar
5
53
18
2
Th
e not
es o
n page
s 16
1 to 16
4 are an i
nte
gr
al pa
r
t of t
he Pa
ren
t Comp
any F
in
anc
ial S
ta
tem
en
ts
.
16
0
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Parent Compan
y Sta
tement of
Changes in Equi
ty
for th
e year ende
d 31 De
cemb
er 2
021
Share
capital
£000
Share
premium
£000
Capital
redemption
res
er
ve
£000
Ow
n
shares
res
er
ve
£000
Other
reserves
£000
Retai
ned
earnings
£000
To
t
a
l
equit
y
£000
Ba
lan
ce at 1 J
anu
ar
y 2
021
1,092
9,7
05
52
(3,
795)
3,277
5
7,1
7
7
6
7,
5
0
8
Pro
t f
or th
e yea
r
–
–
–
–
–
36,6
4
8
3
6,6
48
T
o
t
al com
pre
he
nsi
ve in
com
e for t
he y
ear
–
–
–
–
–
36,6
4
8
3
6,6
48
Sha
re
-
bas
ed p
ay
me
nt
s (note 3)
–
–
–
–
4
,
8
11
–
4
,
8
11
T
r
ans
f
er to r
et
ain
ed e
arn
ing
s
–
–
–
–
(1,
5
0
0
)
1,
50
0
–
Re
cha
rge of n
et s
et
t
le
d sha
re op
tio
ns
–
–
–
–
–
(
618)
(61
8)
Ow
n sh
are
s so
ld
–
–
–
1,
4
4
0
–
(93
8)
502
Div
idends paid
–
–
–
–
–
(4
6
,
8
2
0)
(4
6
,
8
2
0)
T
o
t
al tr
ans
ac
tio
n wi
th o
wn
er
s
, reco
gn
ise
d
dir
ec
t
ly i
n eq
uit
y
–
–
–
1,
4
4
0
3
,
3
11
(
46,87
6)
(
4
2
,1
2
5
)
Ba
lan
ce at 31 D
ec
emb
er 2
0
21
1
,092
9,7
0
5
52
(2
,
355)
6,588
4
6,9
49
62,031
Share
capital
£000
Share
premium
£000
Capital
redemption
re
se
r
ve
£000
Ow
n
shares
res
er
ve
£000
Other
reserves
£000
Retai
ned
earnings
£000
To
t
a
l
equit
y
£000
Ba
lan
ce at 1 J
anu
ar
y 2
020
1,
0
9
2
9,6
87
52
(
8
,16
4
)
3,5
67
44,82
6
51,
0
6
0
Pro
t f
or th
e yea
r
–
–
–
–
–
33
,7
01
33
,7
01
T
o
t
al com
pre
he
nsi
ve in
com
e for t
he y
ear
–
–
–
–
–
33
,7
01
33
,70
1
Sha
re
-
bas
ed p
ay
me
nt
s (note 3)
–
–
–
–
2
,079
–
2
,079
T
r
ans
f
er to r
et
ain
ed e
arn
ing
s
–
–
–
–
(
2,
3
69)
2,
3
69
–
Ne
w sha
re is
sue
–
18
–
–
–
–
18
Ow
n sh
are
s bo
ugh
t ba
ck
–
–
–
(25)
–
–
(25)
Ow
n sh
are
s so
ld
–
–
–
4
,39
4
–
(3,634)
76
0
Div
idends paid
–
–
–
–
–
(20,085)
(20,085)
T
o
t
al tr
ans
ac
tio
n wi
th o
wn
er
s
, reco
gn
ise
d
dir
ec
t
ly i
n eq
uit
y
–
18
–
4
,
369
(29
0)
(
21,
3
5
0
)
(
1
7,
2
5
3
)
Ba
lan
ce at 31 D
ec
emb
er 2
0
20
1
,092
9,7
0
5
52
(3,
795)
3,27
7
5
7,1
7
7
6
7,
5
0
8
Th
e not
es o
n page
s 16
1 to 16
4 are an i
nte
gr
al pa
r
t of t
he Pa
ren
t Comp
any F
in
anc
ial S
ta
tem
en
ts
.
161
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
1 Going co
ncern
Th
e Di
rec
t
or
s hav
e a rea
so
nab
le ex
pe
c
t
at
ion t
ha
t wi
th t
he co
nt
inu
ed su
pp
or
t of o
th
er G
roup c
omp
ani
es
, th
e Com
pan
y wi
ll ha
ve
ad
equ
ate r
eso
urc
es to co
nt
inu
e in op
era
ti
ona
l ex
is
te
nce as a h
ol
ding c
omp
any f
or t
he fo
res
ee
abl
e fu
t
ure. A
ccor
din
gl
y, the
Dir
ec
t
or
s con
tin
ue to a
dop
t th
e goin
g con
cer
n ba
sis fo
r pre
pa
rin
g th
e na
nci
al s
t
ate
men
t
s.
2 Accounti
ng poli
cies
On 31 D
ece
mbe
r 2020
, IF
R
S as ad
op
ted b
y the E
urop
ea
n Unio
n at t
hat d
ate w
as br
oug
ht i
nto U
K law an
d be
ca
me U
K-a
dop
ted
Int
er
nat
io
nal A
ccou
nt
ing St
a
nda
rds
, w
it
h fu
tu
re ch
ange
s be
ing su
bje
c
t to e
ndo
rs
em
ent b
y th
e UK En
dor
se
me
nt B
oar
d. T
he
Gr
oup t
ran
si
tio
ne
d to UK-
ado
pte
d In
ter
na
tio
nal A
cco
unt
ing S
ta
nda
rds i
n it
s n
anc
ial s
t
at
eme
nt
s on 1 J
anu
ar
y 2
021
. Th
is ch
ange
con
st
i
tu
tes a c
han
ge in ac
coun
ti
ng f
ram
ewo
rk
. H
owe
ve
r
, t
her
e is no i
mpa
c
t on r
eco
gni
ti
on
, mea
sure
me
nt or d
isc
los
ure i
n the
pe
rio
d re
por
ted a
s a res
ul
t of th
e cha
nge in f
ra
me
wor
k
.
Th
e na
nc
ial s
t
at
eme
nt
s of t
he Co
mpa
ny ha
ve be
en p
rep
are
d in ac
cor
dan
ce wi
th U
K-a
dop
ted I
nte
rn
at
ion
al Ac
coun
ti
ng
St
an
dard
s an
d wi
th t
he re
qui
rem
ent
s o
f th
e Comp
ani
es A
c
t 20
0
6 as ap
pli
ca
ble t
o com
pan
ies r
epo
r
t
ing u
nde
r th
ose s
t
an
dar
ds
.
Th
e Com
pan
y has t
a
ken th
e exem
pt
ion u
nde
r se
c
ti
on 4
0
8 of th
e Com
pan
ies A
c
t 20
0
6 no
t to pre
se
nt t
he p
aren
t com
pa
ny inc
ome
s
ta
te
men
t. T
he p
ro
t fo
r th
e yea
r was £
3
6,
6
4
8,
0
0
0 (20
20: p
ro
t of £
33
,701,0
00
).
Th
e na
nc
ial in
fo
rma
ti
on ha
s be
en pr
epa
red o
n a his
to
ri
ca
l cos
t b
asis
.
Th
e acc
oun
tin
g po
lic
ies o
f th
e Comp
any a
re t
he s
ame a
s th
ose o
f th
e Gro
up an
d hav
e be
en ap
pli
ed co
nsis
t
ent
l
y. The
se ar
e se
t
ou
t in no
te 3 in t
he No
tes t
o th
e Cons
oli
dat
ed F
ina
nci
al St
at
eme
nt
s
, exc
ept t
ha
t the C
omp
any h
as no p
oli
c
y in r
esp
ec
t o
f
con
sol
ida
ti
on. I
nve
s
tm
ent
s a
re ca
rr
ie
d at hi
s
tor
ic
al co
st
.
De
t
ails o
f th
e Comp
an
y
’s s
ign
i
ca
nt ac
coun
ti
ng es
t
ima
te
s, b
ein
g th
e shar
e
-b
as
ed p
ay
men
t
s, a
re con
sis
te
nt w
it
h th
os
e dis
clo
se
d
in no
te 4 to t
he Co
nso
lid
ate
d Fi
nan
cia
l St
ate
men
t
s on pa
ge 140.
No in
di
v
idua
l jud
gem
ent
s h
ave b
ee
n mad
e tha
t ha
ve a sig
ni
c
an
t imp
ac
t o
n the 
nan
cia
l s
ta
tem
en
ts (
2020
: no
ne).
3 Inv
estment
s
2021
£000
2020
£000
At 1 Janu
ar
y
3,27
7
3,
567
Additio
ns
4
,
8
11
2
,079
Re
cha
rge of I
FR
S 2 i
nve
s
tme
nt
(1,
5
0
0
)
(
2,
3
69)
At 31 D
ece
mbe
r
6,588
3
,27
7
Th
e va
lue i
nve
s
tme
nt
s re
pre
se
nt
s th
e acc
oun
tin
g in re
spe
c
t of t
he co
s
ts a
ss
oc
iat
ed w
it
h th
e PSP
, a
s the a
wa
rds re
la
te to
emp
lo
yee
s of i
ts s
ubs
idi
ar
y u
nde
r
t
ak
ing
s an
d th
e inv
es
t
men
t in su
bsi
diar
ie
s. F
or f
ur
the
r de
ta
ils o
f th
e PSP s
ee n
ote 2
5 to th
e
Con
sol
ida
ted F
in
anc
ial St
a
tem
en
ts
.
Th
e tot
a
l cos
t of in
ve
st
me
nt
s in s
ubsi
dia
ri
es
, is £
2 (20
20: £
2). A
s
t
ra 5
.0 Li
mi
ted a
c
t
s as an i
nte
rm
edi
ate h
old
ing co
mp
any a
nd
pro
vi
de
s hum
an re
sou
rce
s and m
ar
keti
ng s
er
v
ic
es to t
he G
rou
p. Th
e rem
ain
ing s
ubs
idia
ri
es c
ar
r
y o
ut t
he pr
in
cip
al ac
ti
vi
t
y o
f
th
eGro
up.
N
otes t
o the Paren
t Compan
y
Financ
i
al S
tatements
16
2
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Th
e Com
pan
y ho
lds t
he fo
ll
owi
ng in
ve
st
me
nt
s in i
t
s sub
sidi
ar
ies
:
Company
Cou
nt
r
y of
incorporation
Cl
as
s of
share held
Direc
t/
indirec
t
Ownershi
p
A
s
tr
a 5.0 L
imi
te
d
Gr
eat B
r
it
ai
n
Ordinar
y
Direc
t
10
0
%
FD
M Gro
up L
imi
te
d
Gr
eat B
ri
t
ain
Ordinar
y
Indirec
t
10
0
%
FD
M A
s
tra I
rel
and L
im
ite
d
Irelan
d
Ordinar
y
Indirec
t
10
0
%
FD
M Gro
up In
c.
USA
Ordinar
y
Indirec
t
10
0
%
FD
M Gro
up C
ana
da In
c.
Canada
Ordinar
y
Indirec
t
10
0
%
FD
M Gro
up N
V
Belgium
Ordinar
y
Indirec
t
10
0
%
FD
M Gro
up G
mbH
Germany
O
rdinar
y
Indirec
t
10
0
%
FD
M Swi
t
zer
la
nd G
mbH
Swi
t
zer
lan
d
Ordinar
y
Indirec
t
10
0
%
FD
M Lu
xemb
our
g S.
A
.
Luxembo
urg
Ordinar
y
Indirec
t
10
0
%
FD
M So
ut
h Af
ri
ca (
P
T
Y
) Li
mit
ed
So
ut
h Af
r
ic
a
Ordinar
y
Indirec
t
10
0
%
FD
M Sin
gap
ore Co
nsu
lt
ing P
T
E Lim
it
ed
Singapore
Ordinar
y
Indirec
t
10
0
%
FD
M T
e
ch
nol
og
y (
Shan
gh
ai) C
o. Lim
it
ed
China
O
rdinar
y
Indirec
t
10
0
%
FD
M Gro
up HK L
im
ite
d
Ho
ng Kon
g
O
rdinar
y
Indirec
t
10
0
%
FD
M Gro
up A
us
tr
alia P
t
y Lt
d
Aus
tralia
Ordinar
y
Indirec
t
10
0
%
FD
M Gro
up A
us
tr
ia G
mbH
A
ust
ria
Ordinar
y
Indire
c
t
10
0
%
FD
M Gro
up B
V
The Netherlands
Ordinar
y
Indirec
t
10
0
%
FD
M Gr
up
a Pols
ka
Poland
Ordinar
y
Indire
c
t
10
0
%
FD
M Gro
up Ne
w Zea
lan
d Li
mit
ed
Ne
w Zeal
and
Ordinar
y
Indire
c
t
10
0
%
Th
e re
gis
te
red a
dd
res
s fo
r eac
h sub
sidi
ar
y of th
e Comp
an
y as at 31 D
ece
mb
er 2021 is l
is
te
d bel
ow. T
he pr
in
cip
al pl
ace o
f
bu
sine
ss o
f eac
h com
pan
y is co
nsid
ere
d th
e sa
me as t
he r
egi
s
ter
ed o
ce.
Company
Registere
d address
A
s
tr
a 5.0 L
imi
te
d
3r
d Fl
oor, Cot
ton
s Cen
tre
, Cot
t
ons L
an
e, L
ond
on SE1 2QG
, U
K
FD
M Gro
up L
imi
te
d
3r
d Flo
or, Cot
ton
s Cent
re
, Cot
to
ns L
an
e, Lo
ndo
n SE1 2QG
, UK
FD
M A
s
tra I
rel
and L
im
ite
d
2
5
–28 N
or
t
h Wall Q
uay, Du
bli
n 1
, Ire
lan
d
FD
M Gro
up In
c.
1
4 Wall St
re
et
, Ne
w Y
or
k
, NY 10
0
05, U
SA
FD
M Gro
up C
ana
da In
c.
1 Pla
ce V
ill
e Mar
ie, 3
7t
h Fl
oor, Mont
rea
l, Q
C H3B 3
P4, C
ana
da
FD
M Gro
up N
V
Rue M
ed
or
i 99, B
-1
020 Br
us
se
ls
, Be
lgi
um
FD
M Gro
up G
mbH
6t
h Fl
oor, Main
zerL
a
nds
t
ras
s
e 4
1
, 60
329 F
ran
k
fu
r
t am M
ain
, Ge
rm
any
FD
M Swi
t
zer
la
nd G
mbH
La
va
ter
s
tr
ass
e 4
0, Z
uri
ch
, CH 8
0
02, S
wi
t
zer
lan
d
FD
M Lu
xemb
our
g S.
A
.
O
ce No. 17
, 12c Rue Gu
illa
um
e Kr
oll
, L
-1
8
82
, Lu
xemb
ou
rg
FD
M So
ut
h Af
ri
ca (
P
T
Y
) Li
mit
ed
9 K
i
nros
s St
re
et
, Ge
rm
is
ton S
ou
th
, 1401 S
ou
th A
fr
ic
a
FD
M Sin
gap
ore Co
nsu
lt
ing P
T
E Lim
it
ed
7
7 Rob
ins
on Ro
ad
, #1
3-
0
0 Robi
ns
on 7
7
, Si
ngap
ore 0
6
8
89
6
FD
M T
e
ch
nol
og
y (
Shan
gh
ai) C
o. Lim
it
ed
2
2
/F J
ing
’an Ker
r
y Ce
nt
re O
ce Tower 3
, 1
228 M
id
dle Yan A
n Roa
d, J
ing A
n
,
Sha
ng
hai
, 20
0
0
4
0, C
hina
FD
M Gro
up HK L
im
ite
d
6/
F
, Th
e A
nne
x
, Cen
tra
l Pla
za
, 1
8 Har
bo
ur Ro
ad
, Hon
g Kong
FD
M Gro
up A
us
tr
alia P
t
y Lt
d
Lev
el 21, T
ow
er T
hre
e, In
ter
na
ti
ona
l T
o
wer
s
, 3
00 B
ar
ang
aro
o Ave
nue
, NS
W 20
0
0,
Sydn
ey, Au
st
ra
lia
FD
M Gro
up A
us
tr
ia G
mbH
Han
de
lsk
ai 92
/G
ate 2
/
7A
, 1
20
0 Wi
en
, Aus
t
ria
FD
M Gro
up B
V
Wes
te
rdo
k
sdi
jk 42
3, 101
3 BX
, A
ms
ter
dam
, Ne
der
la
nd
FD
M Gr
up
a Pols
ka
ul. G
r
z
y
bo
ws
ka nr 2 l
ok
. 29, War
s
aw, 0
0
-1
31, Polan
d
FD
M Gro
up Ne
w Zea
lan
d Li
mit
ed
Gr
ant T
ho
rn
ton N
ew Ze
ala
nd Lt
d, L
4
, 1
5
2 Fans
haw
e Str
eet
, A
uck
la
nd
, 1
01
0, NZ
4 T
rade an
d other r
ecei
vable
s
2021
£000
2020
£000
A
mou
nt
s ow
ed by s
ubs
idia
r
y u
nde
r
t
ak
ing
s
55,42
3
6
4,0
95
Other receivables
2
2
Pre
pay
m
ent
s a
nd ac
cr
ued i
nco
me
12
8
55,4
37
6
4
,1
0
5
A
ll tr
ade a
nd ot
he
r rec
ei
vab
le
s are r
ece
iv
abl
e in Po
und
s Ster
li
ng an
d are f
ull
y p
er
f
or
min
g. A
mou
nt
s ow
ed b
y sub
sidi
ar
y
und
er
ta
ki
ng
s are un
se
cur
ed
, non
-
int
ere
s
t bea
ri
ng an
d rep
ay
abl
e on de
man
d.
Notes to t
he Parent Comp
any Fin
ancial St
atem
ent
s
3 Inv
estment
s
c
ontinued
16
3
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
5 Cas
h and cas
h equi
valent
s
2021
£000
2020
£000
Ca
sh at b
an
k and i
n han
d
53
18
2
Th
e Com
pan
y
’
s ca
sh is he
ld w
it
h a n
anc
ial in
s
ti
tu
ti
on w
it
h a cre
di
t rat
ing o
f A at t
he da
te of si
gn
ing t
he n
anc
ial s
t
at
eme
nt
s
.
6 T
rade an
d other p
ayables
2021
£000
2020
£000
T
rade payables
2
15
O
the
r pa
yab
le
s
4
3
Acc
ru
als a
nd de
fe
rre
d in
come
40
38
Pay
abl
es du
e to su
bsi
diar
ie
s
/ par
ent
1
–
47
56
7 Share capit
al
Authori
sed, c
alled up, allot
ted and f
ully paid share cap
ital
2021
Num
be
r of
shares
2021
£000
2020
Num
be
r of
shares
2020
£000
Ord
ina
r
y sha
res o
f £0.01 ea
ch
At 1 Janu
ar
y
1
0
9
,1
9
1
,
6
6
9
1,092
10
9
,1
8
6
,
7
3
9
1,
0
9
2
Ne
w iss
ue
s
–
–
4
,93
0
–
At 31 D
ece
mbe
r
1
0
9
,1
9
1
,
6
6
9
1,092
1
0
9
,19
1
,
6
6
9
1,
0
9
2
Ordinar
y share
s
A
ll or
dina
r
y s
hare
s ra
nk eq
uall
y f
or al
l di
vi
den
ds an
d dis
t
ri
but
io
ns th
at ma
y be d
ecl
are
d on su
ch sh
are
s. A
t gen
era
l mee
ti
ng
s of
th
e Comp
an
y, each s
hare
ho
lde
r wh
o is pr
ese
nt (
in pe
r
son
, by p
rox
y o
r by rep
re
sen
t
at
iv
e) is ent
it
le
d to on
e vot
e on a sh
ow of
han
ds an
d, o
n a po
ll, t
o one v
ote p
er sh
are.
Th
ere w
ere n
o ch
ange
s in au
th
or
ise
d, c
al
le
d up, al
lot
t
ed a
nd f
ull
y pa
id sh
are c
api
t
al d
uri
ng th
e yea
r
. D
ur
ing 2
020, 4
,93
0 sha
res
we
re is
sue
d, t
he di
e
ren
ce be
t
we
en m
ar
ket va
lue a
nd pa
r va
lue a
t iss
ue re
sul
te
d in an a
mou
nt of £1
8,
0
0
0 be
ing re
cog
nis
ed i
n
sha
re pr
emi
um wi
t
h £49.
3
0 bei
ng re
cog
nis
ed a
s an inc
rea
se i
n iss
ued s
har
e ca
pi
ta
l.
8 Relate
d par
ties
Th
e Com
pan
y ho
lds i
nte
r
-c
omp
any b
ala
nce
s wi
t
h cer
t
a
in of i
ts s
ubs
idi
ar
y u
nde
r
t
ak
ing
s
. Th
e tr
ans
ac
t
io
ns th
at ha
ve t
aken p
lac
e
are i
n rel
at
ion to i
nte
r
-
comp
an
y loa
n rep
ay
me
nt
s
/ add
it
ion
s and d
iv
i
den
ds w
hic
h are li
s
ted b
el
ow
:
Dividends
from
re
lat
ed
partie
s
2021
£000
Amount
s
owe
d by/ (to)
re
lat
ed
partie
s
2021
£000
Dividends
from
re
lat
ed
partie
s
2020
£000
Amount
s
owed by
re
lat
ed
partie
s
2020
£000
A
s
tr
a 5.0 L
imi
te
d
37
,000
4
,454
34,000
4
,45
4
FD
M Gro
up L
imi
te
d
–
5
0,937
–
5
9,620
FD
M Gro
up In
c.
–
6
–
21
FD
M Gro
up HK L
im
ite
d
–
12
–
–
FD
M Gro
up A
us
tr
alia P
t
y Lt
d
–
11
–
–
FD
M Gro
up G
mbH
–
2
–
–
FD
M Sin
gap
ore Co
nsu
lt
ing P
T
E Lim
it
ed
–
1
–
–
FD
M Gro
up C
ana
da In
c.
–
(1)
–
–
37
,000
55,
422
34,000
6
4,
095
16
4
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
9 Financial risk manage
ment
Th
e na
nc
ial r
isk
s an
d un
cer
t
a
int
ie
s the C
omp
any f
ace
s are t
he s
am
e as th
os
e of th
e Gr
oup. T
he
se a
re se
t ou
t on
pa
ges 155 to 1
5
7
.
10 Dividends
2021
£000
2020
£000
Dividen
ds r
eceiv
ed
Re
cei
ve
d fro
m sub
sid
iar
ie
s
37
,000
34,000
Dividends paid
Paid t
o shareholders
46,82
0
20,085
20
21
A
n inte
ri
m di
vi
de
nd of 15.0 pe
nce p
er or
din
ar
y s
har
e was d
ecl
are
d by t
he Di
rec
tor
s on 27 J
ul
y 2021 an
d wa
s pai
d on 3 S
ept
emb
er
2021 to h
old
er
s of re
cor
d on 6 A
ugu
s
t 2021
.
Th
e Bo
ard i
s pro
po
sing a 
nal d
iv
id
en
d of 1
8.
0 pen
ce pe
r sha
re in re
sp
ec
t o
f the y
ear t
o 31 De
cemb
er 20
21
, for a
ppr
ova
l by
sha
reh
old
er
s at t
he AG
M to b
e hel
d on 24 M
ay 202
2. T
he t
ot
al am
oun
t pa
yab
le w
ill b
e £1
9,
655
,0
0
0. S
ubj
ec
t to s
har
eho
lde
r
app
rov
al t
he di
v
id
end w
ill b
e pa
id on 10 Jun
e 202
2 to sh
are
hol
der
s of r
eco
rd on 2
0 May 2
022
.
Th
is br
in
gs t
he Co
mpa
ny
’s tot
al d
iv
i
den
d for t
he y
ear to 3
3.
0 pe
nce p
er sha
re (
2020
: 46
.
5 pen
ce pe
r sha
re).
Th
e Bo
ard h
as re
sum
ed i
t
s pro
gre
ss
iv
e di
vi
den
d po
lic
y; t
he G
ro
up wi
ll re
ta
in su
c
ien
t ca
pi
t
al to f
und o
ngo
ing o
per
at
ing
re
quir
eme
nt
s
, mai
nt
ain a
n app
rop
ri
ate l
ev
el of d
iv
id
end c
ove
r and s
u
cie
nt f
und
s to in
ves
t i
n the G
ro
up
’s lo
nger-te
rm g
ro
w
th
.
2020
A
n inte
ri
m di
vi
de
nd of 18.
5 pen
ce pe
r or
dina
r
y s
hare w
as de
cl
are
d by th
e Di
rec
t
or
s on 2
8 Jul
y 202
0 and w
as pa
id on 4 S
ep
tem
ber
2020 t
o hol
der
s o
f reco
rd on 7 A
ug
us
t 2020
.
Th
e Bo
ard d
ec
lar
ed a se
co
nd in
ter
im di
v
ide
nd o
f 1
3
.0 p
ence p
er o
rdi
nar
y sha
re on 27 J
anu
ar
y 2
021
. Th
e amo
unt p
ay
abl
e was
£1
4
,
1
46
,
0
00
, w
hic
h was p
aid t
o shar
eho
ld
er
s on 26 F
eb
rua
r
y 20
21 to ho
lde
rs o
f rec
ord o
n 5 Fe
br
uar
y 2021.
Th
e Bo
ard p
ai
d a na
l di
vi
den
d of 1
5.0 p
en
ce pe
r sha
re on 4 J
une 20
21
, the t
ot
al am
oun
t pa
yab
le wa
s £1
6
,
32
2,
0
0
0.
1
1 Direc
tor
s
’ remune
ration
Dir
ec
t
or
s
’ rem
une
rat
io
n was p
aid b
y FD
M Gro
up L
imi
ted i
n bot
h th
e cur
re
nt an
d pr
ior y
ear a
nd n
o rec
har
ge wa
s mad
e to th
e
Com
pan
y. For f
ur
the
r de
ta
ils s
ee n
ote 10 to th
e Cons
oli
dat
ed F
ina
nc
ial St
a
tem
ent
s o
n page 14
4
.
1
2 Auditors
’ re
muneration
Au
dit
or
s
’ rem
une
rat
io
n of £8
,
50
0 w
as ch
ar
ged in r
ela
ti
on to 20
21 (2020
: £7
,0
0
0)
, th
e fee
s we
re pa
id by F
DM G
rou
p Lim
it
ed in
bo
th t
he cu
rre
nt a
nd pr
io
r yea
r and n
o rec
har
ge wa
s mad
e to t
he Com
pa
ny.
13 E
m
p
lo
ye
e
s
Th
e Com
pan
y had n
o em
plo
yee
s dur
in
g th
e cur
ren
t or p
rio
r yea
r
.
Notes to t
he Parent Comp
any Fin
ancial St
atem
ent
s
16
5
Strategic
Report
Go
v
ernanc
e
Financial
Statements
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
Direc
tors
Da
v
id Li
s
ter
Non
-
E
xecu
ti
v
e Cha
ir
man
Rod Flavell
C
hie
f E
xec
ut
iv
e O
ce
r
Sheila Flavell
C
hie
f Op
era
tin
g O
ce
r
Mike M
cL
are
n
Ch
ief F
in
anc
ial O
c
er
A
nd
y Bro
wn
C
hi
ef Com
me
rcia
l O
ce
r
Pet
er W
hi
tin
g
No
n
-E
xe
cu
ti
ve D
ire
c
tor
Mic
he
lle S
en
ec
al de F
on
se
ca
N
on
-
E
xec
ut
iv
e Dir
ec
to
r
Ja
cque
lin
e de Ro
jas
No
n-
E
xec
ut
i
ve Di
rec
tor
A
lan K
in
nea
r
Non
-
E
xec
ut
i
ve Di
rec
t
or
Company Secre
tar
y
Mar
k Hea
th
er
Reg
is
te
re
d o
ce
3
rd F
loo
r
Cot
tons Centre
Cot
t
ons L
a
ne
London
SE1 2QG
Independent Auditors
Pricew
aterhouseC
oopers
LLP
1 Emb
ank
me
nt Pl
ace
London
WC
2N 6R
H
Ba
nke
rs
HS
BC B
ank p
lc
8 Ca
nad
a Sq
uare
London
E1
4 5
HQ
Regi
st
rars
Link Group
1
0th Floor
Cen
tr
al Sq
uar
e
29 Wel
lin
g
ton S
tre
et
Leeds
L
S1 4DL
Sto
ck
bro
ker
s (
j
oin
t)
In
ves
te
c B
ank p
lc
H
SBC B
an
k plc
Shore
Capital
30 G
re
sha
m Str
ee
t
8 Ca
na
da Sq
uare
Ca
ssi
ni Ho
us
e
London
London
S
t Jam
es
’s S
tre
et
EC
2V 7QP
E1
4 5HQ
London
S
W1A 1
L
D
Legal
advisors
T
a
yl
or We
ssi
ng L
LP
5 Ne
w Str
ee
t Squ
are
London
EC4
A 3
T
W
Sha
reholder I
nformati
on
16
6
FDM Gro
up (Holdi
ngs)
plc
A
nnu
al Re
po
r
t an
d Ac
cou
nt
s 2021
N
otes
Pro
d
uc
ed by
UK
U
SA
C
ana
da
German
y
S
witze
rland
Ir
el
and
A
ustr
ia
S
pain
Lux
embo
ur
g
T
he Netherlands
P
oland
S
outh A
frica
Ho
ng K
ong
Sin
g
apo
r
e
China
A
ustr
alia
Ne
w
Z
ealand
FDM
Group (Hol
dings) plc
Annual R
eport and Account
s 20
21
©
FDM Group
2022
FDM Group
3rd Floor, Cottons Centre,
Cottons Lane, London SE1 2QG
Tel:
+44 (0) 20 3056 8240
Fax:
+44 (0) 870 757 7634
Email:
enquiries@fdmgroup.com