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| Annual Report and Financial Statements 2012 The Jersey New Waterworks Company Limited |
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| www.jerseywater.je |
Contents
Directors, Officers and Advisers Page 2 Board of Directors Page 3 Chairman s Statement Page 4 Business Review Page 6 Corporate Governance Page 16 Directors Report Page 21 Independent Auditors Report Page 23 Balance Sheet Page 24 Profit and Loss Account Page 25 Statement of Total Recognised Gains and Losses Page 26 Cash Flow Statement Page 27 Notes to the Financial Statements Page 28 Five Year Summary Page 43 Notes Page 44
Directors, Officers and Advisers
Directors Non-Executive
Kevin Keen MBA, FCCA, FCMA, FCMI, CDir
Chairman
Anthony Cooke BA(Hons) Econ, CEnv, FCIWEM, HIWater, FRSA Senior Independent Director
Mary Curtis MA, Chartered FCIPD, MIoD Stephen Marie FICWCI, MBIFM, ACIOB Peter Yates BSc, FCA
Executive
Howard Snowden EurIng, BSc (Eng), MSc, CEng, FICE, FIMechE, FIET, MIWater Managing Director and Engineer
Helier Smith BA(Hons), FCA, CDir, MIWater, FCMI Finance Director
Secretary
Margaret Howard MSc, ACIB, ACIS
Independent Auditors
Price waterhouseCoopers CI LLP 37 Esplanade
St Helier
Jersey
JE1 4XA
Registered Office
Mulcaster House Westmount Road St Helier
Jersey
JE1 1DG
Board of Directors
Kevin Keen MBA, FCCA, FCMA, FCMI, CDir
Kevin Keen was appointed to the Board in May 2007 as a Non-Executive Director. Mr Keen is Chief Executive of Jersey Post Group and was previously Managing Director of Jersey Dairy and before that a Divisional Managing Director and Finance Director of Le Riche Group. Mr Keen became a Chartered Director in 2012 and a Fellow of the Chartered Management Institute in 2012.
Mr Keen holds the position of Chairman of the Company, chairs the Nomination Committee and is a member of the Remuneration Committee.
Howard Snowden EurIng, BSc(Eng), MSc, CEng, FICE, FIMechE, FIET, MIWater
Howard Snowden joined the Company in 1992 as Senior Engineer and became Managing Director in May 2000.
Mr Snowden has worked in the water industry since 1970 for a number of companies including Yorkshire Water Authority (the forerunner to Yorkshire Water Plc). He is a Fellow of the Institution of Civil Engineers, the Institution of Mechanical Engineers, the Institution of Engineering and Technology and a member of the British Dam Society and is a Panel Supervising Engineer under the Reservoirs Act 1975.
Tony Cooke BA (Hons) Econ, CEnv, FCIWEM, HIWater, FRSA
Tony Cooke became a Non-Executive Director of the Company in June 2008. Mr Cooke is an economist by background and he is the former Managing Director of Bournemouth & West Hampshire Water Plc. He has previously held a number of Chief Executive and senior management roles in the United Kingdom and internationally. Mr Cooke is a Trustee of Utilities and Service Industries Training Limited, a Trustee of a Pension Fund and an independent utilities consultant.
Mr Cooke holds the position of Senior Independent Director and is a member of the Audit and Nomination Committees.
Mary Curtis MA, Chartered FCIPD, MIoD
Mary Curtis joined the Board as a Non-Executive Director in June 2008. Mrs Curtis is a Fellow of the Chartered Institute of Personnel & Development and is a Director of a privately owned consultancy business, Calmera Business Consultancy. She formerly worked in London before moving to Jersey in the roles of Offshore Island Regional Human Resources Manager at Deloitte & Touche and then Director of Human Resources at Mourant du Feu & Jeune
(now Mourant Ozannes).
Mrs Curtis is a member of both the Remuneration Committee and the Nomination Committee.
From left to right: Helier Smith, Stephen Marie, Tony Cooke, Peter Yates, Howard Snowden, Mary Curtis , Kevin Keen
Stephen Marie FICWCI, MBIFM, ACIOB
Stephen Marie became a Non-Executive Director of the Company in 2002. Mr Marie is the Managing Director of ComProp (CI) Limited, a Channel Island commercial property development company and in 2012 was appointed as a Non-Executive Director to the Property Board of Fox International Property Holdings Limited (Fox Group).
Mr Marie has been involved, at both senior executive and director levels, in the property industry for a number of years. He is a Fellow of the Institute of Clerks of Works and Construction Inspectorate of Great Britain Inc., a member
of the Institute of Facilities Management and an associate
of the Chartered Institute of Building.
Mr Marie chairs the Remuneration Committee and is a member of the Nomination Committee.
Helier Smith BA (Hons), FCA, CDir, MIWater, FCMI
Helier Smith was appointed to the Board as Finance
Director in October 2003 after joining the Company in 2002. He was previously employed by KPMG in the UK and Jersey where he worked for eleven years in the manufacturing, distribution and finance sectors. Mr Smith qualified as a Chartered Director in 2010. He became a Fellow of the Chartered Management Institute in 2012.
Peter Yates BSc, FCA
Peter Yates was appointed to the Board in May 2009.
Mr Yates, a Chartered Accountant, was previously a partner of Price waterhouseCoopers working in the United Kingdom and Jersey for over 31 years. He is a Non-Executive Director and Chairman of the Audit Committee of Invesco Leveraged High Yield Fund plc and also a Non-Executive Director of Bathroom Brands Limited.
Mr Yates chairs the Audit Committee and is a member of the Nomination Committee.
Chairman s Statement
The 130th year of trading for the Company was an eventful one. Having begun 2012 deeply concerned about the lack of rainfall over the winter, Jersey ended up being treated to one of the wettest years on record. Although the financial impact of this unusual weather and the increased number
of meters in service was a slight reduction in operating profits. It is now very clear that Jersey s rainfall is becoming even more unpredictable and given our limited storage facilities even more precious. It confirms the wisdom of the Board s strategy of managing water resources prudently. The principal element of this strategy is the roll out of metering across the island which encourages consumers
to conserve water and greatly assists our leakage reduction efforts. In 2012 we installed 3,700 meters which means around 65% of connections are now metered and we
are still on target to complete this major project in 2015.
In all other respects 2012 was a very good year, quality was excellent, leakage was further reduced, our tariff increases were kept below inflation for the 10th year in succession, we achieved silver standard for Investors in People
and finally we were delighted to commemorate our
130th anniversary through the distribution of £130,000
to twenty Island charities.
Val de la Mare Reservoir
I have previously advised shareholders of the change in the Company s income profile arising from the installation of water meters; away from a fixed income model to one increasingly dependent on the demand for water.
This change is evident during 2012 where the impact
of metering on consumption and the wet weather meant that the overall demand for water in the year was down by 1.9% on 2011, causing turnover to dip by 0.9%
despite a 2.5% tariff increase in April. Turnover was also adversely affected by 0.8% as a result of the continuing reduction in demand for new water connections from property developers.
We were delighted to commemorate our 130th anniversary through the distribution of £130,000 to twenty Island charities.
The decrease in turnover was partially offset by lower costs in the year leading to an overall reduction in operating profit before exceptional items of 2% on the prior year.
The Company is reporting a profit before tax of £4,486,000, some £475,000 lower than in 2011. The decrease being due to the lower operating profit before exceptional items, the £130,000 charge for the 130th Anniversary Fund and the fewer profits on the sale of fixed assets of £320,000, offset by a small reduction in financing charges.
During the year, the Directors declared and paid an interim dividend for 2013 of 6.3 pence per share ( pps ). The Directors are proposing a final dividend of the year of 12.09pps for shareholders to consider and approve at the Annual General Meeting. The combined dividend for 2012 is 18.39pps, representing an increase of 3% over the 2011 dividend of 17.85pps.
The Company s capital programme continued in 2012 with the investment in capital works totalling £2,905,000 (2011: £5,574,000). The focus during the year was on the continued installation of meters and the renewal of old mains. We are very pleased with the progress of our metering programme which at the moment is ahead of schedule and under budget. This puts us in a strong position before we start working in St Helier where the congestion of utilities in the roadway is expected to slow the rate of installation.
One benefit of the weather patterns during the year was that there were no incidents of nitrates in supply exceeding the statutory limit of 50mg/l and we did not therefore need to make use of the dispensations under the law permitting up to a third of samples to be between 50mg/l and 70mg/l.
The dispensations are due to expire in 2013 when the Company will be applying for them to be renewed.
The wetter weather during the 2013 planting season has meant that nitrates in supply have exceeded the 50mg/l on five occasions so far this year to date demonstrating that
the dispensations continue to be necessary. Although the Board is advised that even at the levels experienced there is no known risk to our customers, we continue to work closely with the Environment Department on the management of nitrates. However, until a permanent solution is found to reduce the level of the pollutant in catchments areas, the Company will continue to be reliant on the dispensations.
The absence of high levels of nitrates in supply contributed to the excellent quality of water supplied in 2012. During the year 99.99% of samples met the water quality parameters
of the Water (Jersey) Law 1972. This represents just 2 out of the 15,321 samples taken not meeting the specification. It should be noted that due to the very high margins for safety neither of two samples presented any risk to health. Jersey Water continues to invest in treatment processes to enhance the quality of water supplied. In 2013, we plan to install ultra-violet (UV) disinfection equipment at Handois Water Treatment Works to further enhance protection against water borne viruses and bacteria.
The focus during the year was on the continued installation of meters and the renewal of old mains.
We are very pleased with the progress of our metering programme which at the moment is ahead of schedule and under budget.
As I reported in last year s accounts, one of our long serving Non-Executive Directors and the Company s Deputy Chairman, Mr Carl Hinault, retired after 13 years on the Board at the AGM in 2012. I would take this opportunity to again record our gratitude to Carl for his hard work and wise counsel over such a long period. The Directors will be proposing at the forthcoming AGM that his vacancy
be filled by Mr Stephen Kay. Mr Kay is the Managing Director of Cambridge Water Plc. He also holds a number of non-executive appointments, namely: Chairman of
Iceni Waters Ltd, Trustee of the Water Companies
Pension Scheme, Chairman of the Water UK Technical Standards Board and Chairman of the Water Regulations Advisory Service. He is a Chartered Engineer who has spent his career in the water industry both in the UK
and internationally. I am sure that he will make a fine addition to your Board.
At this year s AGM it will be the turn of Peter Yates and Howard Snowden to retire by rotation and seek re-election, having completed 3 years since their last election.
Stephen Marie, will also retire by rotation and having served 11 years on the Board, shall seek re-election for a further term of one year.
Investors in People Presentation 2012
I am very pleased to report that the Company was awarded the Investors in People (IIP) Silver Award during the year. The Board and Management Team at Jersey Water are well aware of the vital role that all staff play in the success of the organisation. Schemes such as Investors in People help
us to continually improve and ensure that Jersey Water remains a great place to work. On behalf of the Board
and shareholders I should like to thank all the staff at Jersey Water for their contribution in 2012.
Kevin Keen
27 February 2013
Business Review
About Jersey Water
Jersey Water is the sole supplier of treated mains water to the Island of Jersey, supplying approximately 37,000 homes and businesses across the Island. In 2012, the Company s two water treatment works supplied 7,015Ml (2011: 7,152Ml) through its 580 km network of treated water mains.
Le Mourier
Stream Abstraction Point
Grve de Lecq
Handois Reservoi& Treatment Workrs Raw Water Storage Reservoir
Les Platons
Mont Gavey Laboratory Operations
La Hague
Val de la Mare Dannemarche St. Catherine Raw Water Storage Tank ReservoirLaboratorMillbrook&y Augrs Treatment Works Treated Water Storage Reservoir
Tesson Fern Valley Grands Vaux
Les BlancheBanques Boreholes Queen's Valley Ground Water Resource
ValleØ des Vaux
Pont Marquet WESTMOUNT Headquarters
Desalination Treated Water Reservoir
Headquarters
Plant Desalination Plant
Water Treatment Plant
Water resources
The Company has six raw water storage reservoirs, with a combined capacity of 2,687Ml (approximately 120 days average use) fed from the surrounding catchment areas
and remote pumped abstraction sources. Substantially
all of the Company s resources are derived from surface waters which are rainfall dependent. The Company operates an extensive raw water pumping network that allows the transfer of water between reservoirs so as to maximise
the yield available from the catchment areas and reduce water resources lost to sea. The Company owns a 6Ml/d reverse osmosis desalination plant capable of providing approximately one third of daily demand. The plant is maintained in standby mode, ready at short notice in
the event of water resource shortages.
Water Resource Management Plan
Jersey Water s plan for meeting the future demand for water is set out in its Water Resource Management Plan. The plan, which is updated every 5 years, is a 25 year projection of demand for water in Jersey incorporating the latest estimates of the effects of climate change, population growth and demographic change. The plan also sets out how the Company plans to meet any shortfalls in the supply
demand balance.
The most recent plan, which was completed in 2010, indicates that over the next 25 years, demand will increase by 15% whilst at the same time water available for use will decrease by 11%. The resulting shortfall will be just over a quarter (26%) of the Island s predicted daily demand, equating to 6.5 million litres per day in 25 years time.
In order to ensure that the Company will be able to meet this shortfall, it has implemented a number of initiatives to increase water available for use and to reduce demand including the Island wide metering programme which is designed to reduce the non-essential discretionary use
of water and reduce leakage.
Regulation
The supply of water in Jersey is regulated by the States of Jersey through various laws and regulations. The Water (Jersey) Law 1972 sets out the service standards by which the Company must operate, the way in which it may charge for water and the minimum standards of the quality of the water that it must supply. The Company s impact on the environment is controlled through the Reservoirs (Jersey) Law 1996, the Water Resources (Jersey) Law 2007 and the Water Pollution (Jersey) Law 2000. The Company is also subject to other relevant legislation including the Companies (Jersey) Law 1991 and the Competition (Jersey) Law 2005.
Financial Performance Turnover
The Company generated a turnover for the year of £14,609,000 (2011: £14,811,000). The decrease of £202,000 or 1.4% on the prior year arose primarily due to a reduction of £132,000 in water related turnover and of £113,000 in rechargeable works income. Other income increased
by £43,000.
Water related turnover reduced by 1%, from £13,973,000 in 2011 to £13,841,000 in the year. This was in spite of a tariff increase of 2.5% in April 2012. The transition to metering has increased the variability of income and its dependence on
the weather. The significant rainfall experienced in 2012, particularly during the spring and summer months, meant that overall demand for water was 1.9% lower than the
prior year.
Metered water income increased by £946,000 to £9,497,000 (2011: £8,551,000). The increase of over 11% was after taking account of the reduction in overall demand for the year described above and was due to the combined effects
of the 2.5% tariff increase in April, the addition of 349 new connections in the year and installation of over 3,700 meters on previously unmeasured supplies.
Unmeasured water income reduced by £1,079,000; from £4,853,000 to £3,774,000 as a result of the transition to metering. The Island wide metering programme means that unmeasured income will reduce to below an estimated 10% of turnover by the end of 2015. Unmeasured charges now represent 27.3% of water related turnover.
Rechargeable works income has decreased by £113,000 (24%) to £356,000 (2011: £469,000). The reduction in the year arises from the reduced demand for new water connections following the downturn in the construction sector in Jersey. In 2012, the Company made 349 connections to the network, compared with 492 in
the prior year.
Queen s Valley Reservoir
Metering is substantially complete in the Northern and Western Parishes
Operating expenditure
Operating costs for the year fell by 1% to £9,849,000 (2011: £9,953,000). Non recurring expenditure in 2011 relating, in part, to the operation of the desalination plant meant a reduction in expenditure in 2012 of £340,000. Fewer new water connection installations in 2012, discussed above, resulted in savings in the year of £83,000.
The savings were offset by the planned increase of £224,000 in depreciation charges for the year corresponding to metering, mains renewals, the 2011 lining of Val de la Mare dam and other elements of the capital programme.
In addition, one off costs totalling £107,000 relating
to staff changes were incurred during the year.
Aside from the changes referred to above, underlying operating costs remained broadly in line with the prior year. Increases in power costs were offset by reductions in expenditure on contractors, advisory services, materials and staff costs.
Operating profit before exceptional items
Jersey Water generated an operating profit before exceptional items of £4,760,000, this was £98,000 (2%) lower than 2011. The reduction was due to the lower turnover in the year countered by reduced operating costs. Operating margins remained broadly in line with the previous year at 32.6% (2011: 32.8%).
Profit on disposal of fixed assets
During the year the Company disposed of 3 freehold properties and other assets generating profits on sale of £598,000 (2011: £918,000) and proceeds of £714,000 (2011: £1,275,000).
Net finance costs
Net finance costs for the year totalled £742,000, a reduction of £73,000 on the prior year. A reduction of £19,000 in net interest payable was coupled with an increase of £54,000 in net finance income arising from the FRS 17 valuation of the defined benefit pension scheme.
Profit before taxation
The Company generated a profit before tax of £4,486,000, a reduction of £475,000 or 9.6% on the prior year. The bulk of the reduction is attributable to reduced profit on the sale of fixed assets (£320,000) and the charitable contribution of £130,000 associated with the Company s 130th Anniversary Fund.
Income tax
The charge for tax for 2012 totals £789,000 compared with £380,000 in 2011. The increase of £409,000 is primarily due to higher levels of capital expenditure deductible for tax purposes in the prior year.
Equity dividends
The Directors are proposing a final dividend for 2012 of 12.09 pence per share on the Ordinary and A Ordinary shares. Dividends paid and proposed in respect of 2012 total 18.39 pence per share, an increase of 3% on 2011.
2012 2011
£ 000 £ 000
Dividends declared and paid
Final dividend for the
previous year 1,135 1,082
Interim dividend for the
current year 609 589
£1,744 £1,671
Dividends proposed
Final dividend for the
current year £1,168 £1,135
Financial Position Cash flow
Cash balances at the end of 2012 were £2,653,000 (2011: £1,397,000). There was an increase in cash in the year of £1,256,000 in contrast to a decrease of £255,000 in 2011. The change in cash flows was due to a combination of the reduction in cash outflows associated with the higher level of capital expenditure in the previous year, reduced net operating cash flows (from changes in working capital balances) and lower proceeds on sale of fixed assets.
Capital expenditure
Capital expenditure during the year totalled £2,905,000 (2011: £5,574,000), the difference being mainly due to the expenditure in 2011 on the lining of the dam at
Val de la Mare. The graph below provides an analysis of the expenditure in 2012 by type.
Capital expenditure by type
Water quality 11%
Mains and Water resources
service renewals 4%
27%
Operating infrastructure and equiptment
15%
Mains extensions and distribution network
3%
Metering 40%
Investment properties
In 2012, the Company undertook an internal valuation of its investment properties reflecting the changes in the Jersey residential property market since the external valuation was completed in December 2010. The internal valuation valued the two properties at £1,241,000, a reduction of £94,000 on the previous valuation.
Loans and borrowing
Loans and borrowing at 31 December 2012 remained unchanged at £20,282,000 (2011: £20,282,000).
An increase in cash at bank from £1,397,000 to £2,653,000 meant that net debt reduced to £17,629,000 (2011: £18,885,000).
Defined benefit pension scheme
The FRS17 valuation of the defined benefit pension scheme as at the year end indicated a net deficit of £385,000
(2011: £307,000). Higher than expected returns on scheme investments resulted in a positive actuarial variance of £1,235,000. However, changes in the assumptions used
in the valuation resulted in an increase in present value
of scheme liabilities of £1,523,000.
The Company completed its triennial actuarial valuation
of the defined benefit section of the pension plan as at
1 January 2012. The results of the valuation indicate an actuarial deficit on the scheme of £538,000. The Company has indicated that it will make additional contributions of £50,000 pa over the next 7 years to reduce the deficit.
Over 3,700 water meters were installed in 2012
Connections, Metering and Charges
During 2012, Jersey Water fitted over 3,700 (2011: 3,200) meters to existing connections as part of the Company s Island wide metering project. By the end of the year approximately 65% (2011: 55%) of connections are metered. Metering is now substantially complete in
the Northern and Western Parishes. The focus of
the Company s metering programme in 2013 will
be in St Clement, Grouville and parts of St Helier.
The Company installed 349 new water connections in 2012 a 29% reduction on the previous year;
a result of reduced building activity in the Island.
Metering programme as of December 2012
Metered area Partially metered area
In April 2012, the Company announced an increase in water charges of 2.5%; the tenth consecutive year of below RPI price increases for the Company. Subsequent to the year end the Company has announced tariff increases
for 2013 of 2.0%, once again below the rate of inflation.
In addition, with effect from April 2013, the Company has introduced changes to its standing charge (previously £20 per annum) with the introduction of tiered pricing structure ranging from £20.52 to £125.05 per annum dependent on the size of the meter installed. Approximately 94% of metered connections will be charged on the lowest tier.
Water Supply and Demand
The annual demand for water in 2012 was 7,015 million litres, 1.9% lower than in 2011 and 3.6% below the 5 year average. The reduction in demand was as a result of the combined effect of the exceptionally wet year, the continuing universal metering policy and other demand management measures including mains renewal, leakage detection and pressure management.
The annual rainfall for 2012 was 22% above the ten year average at 1,089mm (2011: 773mm) and was the ninth wettest year since the Company s records began in 1865. The first three months of the year were exceptionally dry with rainfall for the quarter less than 50% of the average.
In contrast, from April onwards rainfall for the rest of the year, with the exception of May, was consistently well above the long term average.
The Company started 2012 with reservoirs at 80% capacity. The heavy rains in December 2011 meant that reservoirs quickly filled to capacity by mid-January. The effects of the dry first quarter on reservoir levels were soon compensated by the rainfall from April. From mid-June reservoir levels were well above the long term average and, for the first time, did not fall below 80% during the whole year. Reservoirs were full at the end of 2012.
In 2012, seven water companies in the United Kingdom announced water restrictions following the dry first quarter, severely depleted water resources and the prospects of a drier than normal spring and summer. In March and April 2012, Jersey Water advised of the potential need for restrictions in Jersey and the operation of the Company s desalination plant in the event of continuing dry weather. However, the exceptional rainfall in the year from April meant that neither proved necessary.
Water Quality
The quality of water supplied during 2012 was to an exceptionally high standard. The treated water supplied was 99.99% (2011: 99.81%) compliant with all physical, chemical and bacteriological standards under the Water (Jersey) Law 1972. The legal water quality standards in Jersey mirror those of England and Wales.
The bacteriological compliance of water leaving the treatment works was 100% and there were no herbicides or pesticides detected in the treated water supplied.
With rainfall levels in the first three months of the year being well below average levels, there were no samples of treated water with nitrates greater than 50 mg/l. However, many stream sources did exceed 50 mg/l, but the Company
was able to maintain nitrates in treated water below this level through careful selection and blending of waters.
Jersey Water has dispensations for nitrates under the
Water (Jersey) Law 1972, which allow 33% of samples to exceed the statutory 50 mg/l limit, but not to exceed 70 mg/l. There are no known risks to health with bacteriologically safe water for nitrates below 100 mg/l. The current five year old dispensation expires in December 2013 and the Company shall be seeking its renewal during 2013.
There is a close relationship between the application of agricultural fertiliser to the land, the timing and volume of rainfall and the level of nitrates in surface waters. Jersey Water is almost entirely dependent on these surface waters for its water resources. The Company takes steps to manage concentrations of nitrates in treated water to the extent that it can do so by the careful selection of water for treatment and blending of raw water sources. However, the underlying levels of nitrates in raw water sources are outside of the Company s control.
Water in store and rainfall in 2012
250 100%
90%
214
200 80%
182 70%
150 60%
monthly rainfall 124 129 50% 2012
monthly rainfall 100 114 110 40%
10 year average 97 99
92
79 30% Water in store 68 74 71 67 2012
50 53 47 57 51 45 57 58 43 20% Water in store 10 year average
10%
24 28
Water storage 0 0% capacity
January February March April May June July August September October November December
Mains Network
There will be a continuing reliance on dispensations from the limits governing nitrate concentrations until such time as effective catchment management is introduced and
the diffuse pollution is reduced.
During the year the Company s Water Regulations Enforcement Officer carried out 560 inspections to customer premises to inspect and advise on correct plumbing installations to ensure compliance with the Water Fittings Byelaws.
The Company has adopted a new approach to the statutory treated water monitoring programme for 2013 which
was approved by the Environment Minister in 2012.
With assistance from the Company s Water Quality Consultant, Professor John Fawell MBE, the Environment Department and Public Health Department, the programme has been amended to adopt a risk based approach; monitoring only those quality parameters that need to
be monitored.
15,321 quality samples were taken during 2012
It is understood that water quality monitoring requirements in future EU Directives will prescribe a similar risk based approach dependant on each type of water source.
During the year Water Safety Plans were completed for all the reservoir catchment areas for the sources used by Jersey Water. This work entailed walking all the catchment areas and streams to map and identify any pollution risks to water resources.
Main laying works during 2012 concentrated around the renewal of old unlined cast iron and galvanised iron mains, which were approaching the end of their useful life. Approximately 2.1km of mains were renewed, together with all the associated service connections to properties. In addition, approximately 0.6km of old water mains were abandoned by transferring service connections to an adjacent water main, negating the need for renewal.
The Company renewed 2.1km of mains in 2012
The renewal and rationalisation of water mains enables connections to be prepared for the universal metering programme facilitating the subsequent fitting of meters.
It also provides the opportunity to install more strategically placed isolation valves, permitting more targeted and localised shut-offs in the event of planned maintenance
or bursts.
The Company installed just under 1.5km (2011: 2km) of new mains supplying new housing developments. This type
of work was again on a much smaller scale than previous years, due to the down-turn in the property market.
Leakage levels during 2012 continued their downward trend and fell by approximately 4.5% to 3.35Ml/d (2011: 3.51Ml/d). When compared against the 22 UK water companies,
Jersey Water s leakage rates are the fifth lowest.
The continuing improvements in leakage are evidence
of the beneficial effects of the Company s metering and mains renewal programme. Experience is showing
that between 25% and 33% of this leakage is occurring
on customer pipework.
In 2012, there were 21 burst mains, slightly higher than the five year average of 19. The frequency of burst mains is also one of the lowest recorded by water companies in
the British Isles. This is mainly due to favourable ground conditions in Jersey, demand management measures
and renewal rate of old water mains.
In 2012, Jersey Water commissioned a new link main and two sets of pressure reducing valves near Gorey, allowing the area to be supplied by the high level Les Platons gravity system and the abandoning of a booster pumping station.
Treatment & Processing
During the year, the Reverse Osmosis (RO) membranes at the Desalination Plant were removed and new membranes fitted to the front end of the process. The arrangement of the membranes means all must be removed from their pressure tubes to allow work on any of them. This is the first time since the plant was commissioned in 1999 that the membranes have needed attention.
In 2012, the Company began the process of determining the scope of works and costs associated with a potential future increase in the output capacity of the Desalination Plant. Desalination RO technology has advanced considerably
since the plant at La Rosire was designed in 1997.
Upgrading the plant would also result in a sizeable reduction
to the energy requirement. The scoping works included the operation of a small pilot plant, to assess the performance of a
new high performance multi-layer filtration media. The results of the trial provided useful information, but the efficacy of the trial media was not remarkably different to the dual media (sand and anthracite) already in use at the plant.
At Augrs Water Treatment Works ( WTW ), the chlorination and ammoniation systems, used to disinfect the filtered water were replaced during the year. This equipment is vital for ensuring bacteriological standards of the treated water and since the equipment controls the dosing of chlorine and ammonia, replacement is normally undertaken every ten years. The new control equipment incorporates improved safety devices for liquid chlorine and ammonia.
At the end of the year, a new additional pump was installed at Grands Vaux Reservoir Pumping Station. This new, smaller capacity pump will enable more efficient control of raw water supply to Augrs WTW during the winter months, when demands are lower.
The improvement to the rapid gravity filters and filter back-wash system at Handois WTW, which was started in 2011 was completed in 2012 as planned.
Aerial view of Les Platons service reservoir
Employees
At the end of 2012, the Company employed 79 permanent staff, of which 2 work part time. Staff turnover for 2012 was 2.5% (2011: 1.2%) and the sickness absence rate was 4% (2011: 4%).
One of the Company s key priorities is to provide a safe working environment for staff, contractors, customers and the general public. During the year there was only one Time Lost accident reported in accordance with the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 1995 (RIDDOR), one less than in 2011. During 2012, the Company completed a revision of its health & safety policy and its health & safety training requirements and introduced an updated and more user friendly risk assessment procedure.
Handois Wash Water Recovery Plant
In 2012, two staff received long service awards; Howard Snowden who has completed twenty years and Stephen Stokes who has worked for the Company for thirty years. The average service of employees is 15 years and the average age of employees is 46.
In 2012, 22 staff previously subject to Union represented collective bargaining agreements were transferred to individual employment contracts demonstrating the strong working relationship that the Company has with its staff.
The Company was awarded the Investors in People - Silver Award during the year. The award was achieved after the implementation and development of a number of staff initiatives over the past few years including the rollout of the employee competency framework and an updated appraisal and development process in 2012.
The Company actively promotes the training and development of staff at all levels within the business and currently supports a number of employees working towards formal qualifications. During the year the Finance Director, Helier Smith, was awarded a scholarship to attend the
High Potentials Leadership Program at Harvard Business School, by Utilities and Service Industries Training Limited (USIT), a UK charity providing grants and bursaries for education and training for the utilities industries.
Community and Environment
In 2012, the Company celebrated the 130th anniversary of its incorporation in 1882. To mark the event, the Company established a 130th Anniversary Fund of £130,000.
The purpose of the fund was to provide grants of up to £10,000 to Jersey charities, to support initiatives that benefit the Island community. The Judging Panel was chaired by Jersey Water s recently retired Director, Mr Carl Hinault. The fund received a total of 91 applications for funding totalling over £780,000. In November, the Company announced
the 20 winners at a reception held at the Hotel de France. Jersey Water continues to work closely with the charities. The 130th Anniversary Fund has been selected as a
finalist for the Water Industry Achievement Awards 2013, Community Project of the Year.
The 130th Anniversary was also commemorated with
the publication of a book detailing the Company s 130
year history and illustrated with many previously unpublished photographs. An e-book version is available on the Company website.
The Company supported the Jersey Trees for Life project
to re-open the Arboretum at Val de la Mare Reservoir.
The Jersey Water grounds maintenance team assisted the many volunteers to re-open footpaths and make them safe
for public access. The event was marked by the Lieutenant Governor, Sir John McColl KCB CBE DSO and Lady McColl carrying out the official opening ceremony in June 2012.
Jersey Water supports the Jersey Fresh Water Angling Association whose members are able to use the Company s main reservoirs for fishing. The Company operates a trout hatchery from which reservoir stocks are maintained. Trout are normally hatched from imported eggs, but in 2012 Jersey Water staff successfully reared trout from locally harvested eggs, the first time this has been achieved for many years.
Jersey Water s Social Club is an active fundraiser for charity. In 2012, the staff raised £1,000 for The Teenage Cancer Trust, through their sponsored Butt Push . A metric tonne water butt was pushed from West Park to St Aubin s by fund raising staff selling reusable bottles for charity.
In 2012, the Company helped clients of the Jersey Employment Trust, Project Trident, Workwise and Advance to Work scheme gain valuable work experience through work placements and paid employment. In 2013, the Company s involvement with the Back to Work and Advance to Work schemes will be enhanced with further work experience opportunities being made available.
The David Norman Bursary Award for local students
has been very successful and in 2012, Mr Jordan Todd,
the Company s first bursary student, graduated from Plymouth University with a BSc in Environmental Science. As well as the financial support, the bursary programme
also includes paid work-place experience for the students during the summer holiday period.
130th Anniversary Fund - Supporting local Jersey charities and initiatives
Principal risks and uncertainties
Jersey Water s operations are subject to a number of risks and uncertainties that could either individually or in combination impact on the Company s operations, performance and future prospects. The risks and uncertainties described below are those that the Directors believe to be the most pertinent in terms of the Company s performance.
The Company has risk management processes to identify and document business risks and the steps taken by the Company to mitigate them; these are described below.
Unknown risks and those that the Directors believe are less significant may also have a material impact on the operations and performance of the Company. Risk management processes described on the next two pages are designed to manage and mitigate (rather than to eliminate) the risks described.
Risk Type | Risk | Description | Risk Management |
Strategic risks | Climate change | There is increasing evidence that the climate is changing from the traditional pattern to one where there is less predictability, increased volatility and where extremes of weather are more commonplace. There is the risk that changes in weather patterns could lead to prolonged periods of dry weather, seriously disrupting the ability of the Company to meet the demand for water. | The Company has a 25 year Water Resource Management Plan (WRMP) that models potential water resource requirements using various climate change, population and other assumptions. The plan, which is updated every five years, sets out the way in which the Company expects to meet the projected demand. The existing plan (2010) describes the likely steps to increase resources (either through storage or desalination) and reduce demand (through metering and demand management) to maintain an adequate security of supply. |
Population growth | The Company s WRMP is modelled on population growth assumptions produced by the States of Jersey. There is the risk that actual population growth may be in excess of published assumptions leading to insufficient water resources and the potential need to increase the capacity of the Company s infrastructure to meet the demand. | The Company s WRMP is reviewed every five years. Population growth is a key assumption which is subject to detailed review. | |
Operational risks | Water quality | Water resources in Jersey are almost entirely derived from rainfall collected as stream water run-off from catchment area land. The quality of untreated water resources can vary and is vulnerable to the presence of chemical pollution and bacteriological organisms in the catchment areas. There is the risk that the Company supplies water not meeting the quality parameters of the Water (Jersey) Law 1972. | The quality of water produced is the Company s primary concern. End to end systems and processes are in place to manage water quality; from the selection and blending of water taken for treatment to the regular sampling of water supplied by the Company to test for compliance. The Company regularly updates its processes and procedures to enhance the quality of water supplied and to ensure compliance with industry best practice. |
Nitrates | Jersey Water has dispensations for nitrates under the Water (Jersey) Law 1972, which allow 33% of samples to exceed the statutory 50 mg/l limit, but not to exceed 70 mg/l. There are no known risks to health with bacteriologically safe water for nitrates below 100 mg/l. The current five year old dispensation expires in December 2013. There is the risk that dispensations may not be renewed on an on-going basis resulting in the potential for Jersey Water supplying water that does not meet quality requirements and the need for expensive de-nitrification processes and equipment. | Concentrations of nitrates in untreated water of over 50mg/l arise as a result of the diffuse pollution of catchment areas from the application of agricultural fertilisers. The pollution is outside of the Company s control. The Company has a close working relationship with the States of Jersey Environment Department who are investigating potential catchment management options to reduce nitrate pollution. The Company is also in close dialogue with the States of Jersey Department of Health. |
Risk Type | Risk | Description |
| Risk Management |
Operational risks | Water resources | The Company s reservoirs have sufficient capacity to store approximately 120 days average demand for water. The relatively low reservoir storage capacity coupled with the reliance of the Island on rainfall means that water resources in Jersey are particularly susceptible to periods of drought. |
| The Company manages its water resources prudently, ensuring that reservoirs are filled quickly in periods of rainfall and kept topped up. In addition, the Company maintains a standby 6Ml/d reverse osmosis desalination plant in case additional resources are required. The Company has an active programme of measures to reduce the demand for water including the Island wide metering of all connections, pressure reduction, leakage control and mains renewal. |
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| Inability to supply water | Jersey Water s ability to meet the need of customers is dependent on the operation of its network of pumps, pipes and operational sites. There is the risk that the supply of water can be interrupted by equipment failure or the loss of power to key operational sites. |
| Jersey Water s operational network incorporates many features to ensure operational resilience, including duty/ standby equipment and standby on-site power generation. There are contingency measures in place to mitigate the effect of interruptions in supply. The Company has an active programme of works designed to maintain and improve operational resilience; limiting the incidence of interruptions in supply. |
Health & Safety | Reservoir & Dam safety | The ownership and management of six impounding reservoirs brings the associated safety risks associated with dam safety. Whilst the risk of dam failure is extremely low, the impact of such a failure could be significant with the consequential impact on the Company. |
| Jersey Water s dams and reservoirs are subject to regulation under the Reservoirs (Jersey) Law 1996. Dams and reservoirs are regularly inspected by specially qualified Company staff and by independent Reservoir Inspecting Engineers. All reservoirs are subject to frequent maintenance and all recommendations for improvements to dam safety are implemented by the Company. |
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| Safety | The nature of the Company s operations exposes it to a wide range of hazards which could result in an accident leading to the death or injury of a member of staff, contractor or the general public. |
| The health & safety of staff, contractors and the general public underpins all of the activities of the Company. Extensive health & safety policies and procedures are in place to reduce the risk of accidents. The Company is supported by external advisors to ensure that the approach to health & safety remains in line with industry best practice. |
| Interest rate risk | The Company s funding structure exposes it to the volatility of interest rates (specifically Bank of England base rates) and the positive and negative impact that can have on cash flow and profitability. |
| The Company manages interest rate risk by limiting its exposure to variable interest rates using fixed interest borrowing and an interest rate swap. At 31 December 2012, 77% (2011:77%) of debt was either on a fixed interest basis or protected from fluctuations in interest rates. |
Financial | Credit risk | The Company grants credit terms to domestic and commercial customers for the services it provides. It is therefore exposed to the risk of accounts receivable not being recovered. |
| Accounts receivable comprise a high volume of relatively low value balances. The concentration of credit risk in any one customer is therefore limited. The Company has procedures in place to manage accounts receivable and alleviate the risk of non-payment. |
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| The Company has a number of long term bank loans, the maturity of these are monitored and renewed where required. |
| Liquidity risk | There is the risk that the Company will have insufficient funds to meet its obligations as they fall due. |
| Jersey Water plans for and monitors cash flow ensuring that expenditure is funded from income or existing credit facilities. The Company maintains undrawn overdraft facilities in order to provide short term flexibility in funding options. |
Corporate Governance
Compliance with the UK Corporate Governance Code June 2010 ( the Code )
The Company has adopted the principles of good corporate governance and best practice set out in the UK Corporate Governance Code June 2010 ( the Code ). The Board is of the opinion that, throughout the year under review, the Company has been in compliance with the Main Principles of the Code.
Directors and the Board The Board
The Board comprises seven Directors, two of whom are Executive and five of whom are Non-Executive Directors. The Board meets regularly, normally 8-10 times each year and for ad hoc meetings as and when required.
The role of the Board is to set the overall operating strategy, approve detailed operating plans and budgets, monitor performance against plans and oversee the activities of the Executive Directors. The Board has delegated the day to day operation of the Company and execution of strategic plans to the Executive Directors.
The Board is supplied with regular timely management information through which it can monitor the performance, activities and financial position of the Company and on which decisions can be based.
Meetings and Committee membership
During the year, the Board met eight times. Details of Board meeting attendance, Committee membership and Committee meeting attendance are provided in the table below.
| Board | Audit Committee | Remuneration Committee | Nomination Committee |
Number of meetings in 2012 | 8 | 2 | 3 | 1 |
Tony Cooke | 8 | 2 |
| 1 |
Mary Curtis | 8 |
| 3 | 1 |
Carl Hinault | 2 of 3 | 0 of 1 |
| 0 of 1 |
Kevin Keen | 8 (Chairman) |
| 3 | 1 (Chairman) |
Stephen Marie | 8 |
| 3 (Chairman) | 1 |
Peter Yates | 8 | 2 (Chairman) |
| 1 |
Helier Smith | 8 |
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Howard Snowden | 8 |
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Director independence
The Board considers all of the Non-Executive Directors to be independent in character and judgement. In determining independence, the Board considers the specific circumstances of each Director. The Board has determined that notwithstanding his length of service on the Board exceeding nine years (one of the criteria for independence set down in the Code), Mr Marie remains independent in character and judgement. The size of the Company and the role of Mr Marie on the board relative to his other personal and professional interests means that in the opinion of the Board, independence has been maintained despite his length of service. The Board has therefore concluded that Tony Cooke, Mary Curtis , Stephen Marie and Peter Yates shall be deemed independent.
Mr Keen, as Chairman of the Company, was considered independent on appointment and, in accordance with the Code, is not subject to the independence test thereafter.
Performance evaluation
In order to ensure that the Board continues to operate effectively, it has developed and implemented a process of performance evaluation. The process measures the performance of the Board as a whole against a set of predefined targets and of individual Directors by way of self and peer appraisal. The results of the performance assessments and appraisals are fed back to the individual Directors and the Board as a whole (as appropriate) and action taken accordingly. A similar approach is adopted to assess the performance of the Audit, Remuneration and Nomination Committees.
Other significant commitments
The Board has a process in place for reviewing the other significant commitments of Non-Executive Directors and their impact on the ability of the Non-Executive to discharge their duties to the Company.
During the year, the Chairman continued his full time role as Chief Executive of the Jersey Post Group. The Board has considered the impact of this role on the time commitments of the Chairman and is satisfied that he is still fully able to discharge his duties.
Reappointment
Except where a Director is appointed to fill a casual vacancy, all Directors are appointed by the Shareholders at the Annual General Meeting. One third of the Directors, or where the number of Directors is not a multiple of three, the number nearest to one third, retire by rotation (based upon length
of service) and, where eligible, seek re-election each year. No Director may serve a term of longer than three years without seeking re-election. The Company has adopted
a policy of requiring Non-Executive Directors who have served on the Board for nine years or more to retire from
the Board and seek re-election on an annual basis. Directors appointed to fill a casual vacancy must seek formal appointment by the Shareholders at the next
Annual General Meeting.
Relations with shareholders
The Company is in regular contact with its majority and controlling shareholder, the States of Jersey. Details of contact with and the views of the States of Jersey are passed on to the whole Board as necessary.
Handois Water Treatment Works - settlement lagoons
Audit Committee
The Audit Committee currently comprises Peter Yates (Chairman) and Tony Cooke. Carl Hinault was a member of the Audit Committee until he retired as a Director
of the Company on 20 April 2012. The auditors, Price waterhouseCoopers CI LLP, and the Executive Directors, Howard Snowden and Helier Smith, also attend the meetings by invitation.
The terms of reference of the Audit Committee require it to meet at least twice per annum. Additional meetings may be called where deemed necessary. The Committee is charged by the Board with the following main responsibilities:
• Tomonitor and oversee the integrityofthe financial statements of the Company and any formal announcements relating to the Company s financial performance. The Committee is briefed on changes to reporting requirements and provided with information on any accounting or reporting issues that arise. The Audit Committee reviews in detail the financial statements before making a recommendation to the Board as to whether or not they should be formally approved.
Val de la Mare Reservoir
• Toreview and monitor the operation and effectiveness of the Company s internal financial and other controls and make recommendations for improvement where necessary. During the year, the Committee continued its process of risk assessment and evaluation of effectiveness of the systems of internal control.
• Tooversee the external audit process and manage the relationship with the external auditors. The Committee formally considers the performance and independence
of the external auditors on a regular basis taking into consideration all applicable professional and regulatory requirements. The Committee also has procedures
in place to protect auditor independence and control
the extent to which the auditors may be retained for non-audit services and the basis upon which such services are purchased.
• Tomake recommendations to the Board as to the re-election and remuneration of the auditors at the Annual General Meetings based upon its assessment of the performance of the auditors and giving due regard to their continued independence and any other regulatory or professional requirements.
• TheCommittee regularly assesses the need foran internal audit function and has determined that the establishment of such a function is, at the present time, not cost effective.
Remuneration Committee
The Remuneration Committee comprises Stephen Marie (Chairman), Mary Curtis and Kevin Keen. The Executive Directors, Howard Snowden and Helier Smith, may also attend the meeting by invitation. No Director plays any role in the determination of their own remuneration.
The terms of reference of the Remuneration Committee allow it to meet as and when necessary to:
• Reviewand determine the levelofremuneration of Executive Directors.
• Reviewand determine the levelofremuneration of the Senior Management Team.
• Reviewperiodically the terms and conditions of employment of the Executive Directors and Senior Management Team.
• Makerecommendations to the Board on the Company s overall framework of salaried staff remuneration and costs.
• Reviewand make recommendations to the Board concerning the remuneration of the Chairman (subject to approval by shareholders at the
Annual General Meeting).
Nomination Committee
The Nomination Committee comprises Kevin Keen (Chairman), Tony Cooke, Mary Curtis , Stephen Marie and Peter Yates. Carl Hinault was a member of the
Audit Committee until he retired as a Director of the Company on 20 April 2012. The Executive Directors, Howard Snowden and Helier Smith, may also attend
the meeting by invitation. It is primarily responsible for the selection and appointment of the Company s Executive and Non-Executive Directors as and when required.
The other duties of the Committee include:
• Makingrecommendations to the Board as to the re-election of Directors under the retirement by rotation provisions in the Company s Articles of Association whilst giving due regard to their performance and ability to continue to contribute to the Board in the light of
the knowledge, skills and experience required.
• Reviewingand making recommendations to the Board as to the succession planning for Executive
and Non-Executive Directors.
• Regularlyreviewing the structure, size and composition including the balance of skills and attributes required
of the Board compared to its current position and
making recommendations to the Board with regard
to any changes.
• Keepingunder review the leadership needs ofthe organisation, both Executive and Non-Executive, including succession plans, with a view to ensuring the continued ability of the organisation to operate effectively.
When selecting candidates for potential appointment as a Non-Executive Director, the Committee evaluates the needs of the Company and identifies the necessary skills and experience required by candidates for consideration.
The Nomination Committee makes recommendations
to the Board taking into account the performance of the candidates at interview, their skills and experience and
their ability to meet the specific needs of the Company. Consideration is given to the use of external recruitment consultants and open advertising in the recruitment process. However, this is weighed against the cost of doing so and the specialist needs of the Company as a water supplier. The Nomination Committee sought advice from external recruitment consultants in respect of the proposed appointment of a Non-Executive Director to fill the vacancy created by the retirement of Mr Hinault in 2012.
La Rosire - Desalination Plant
Internal controls
The Board is responsible for ensuring that there are effective systems of internal control in place to reduce the risk of misstatement or loss and to ensure that business objectives are met. These systems are designed to manage and mitigate (rather than to eliminate) the risk of failure to achieve business objectives and can only provide reasonable
and not absolute assurance against material misstatement
or loss.
The Company has developed and adopted a corporate and operational risk register detailing and risk grading the significant risks faced by the Company. Alongside the register is a process through which the significant risks faced by the business are identified and evaluated on a regular basis and the controls operating over those risks assessed to ensure that they are adequate.
The process of risk assessment and reviewing the effectiveness of the systems of internal control is regularly reviewed by the Audit Committee, accords with Turnbull guidance and has been in place for the whole of the year, up to and including the date on which the financial statements were approved.
Controls adopted by the Board (or its Committees) to ensure the effectiveness of the systems of internal control include the following:
• Thereview ofthe corporate and operational riskregister maintained and updated by the Company and of the
status of any actions arising from their regular review.
• Thereceipt ofconfirmation from Senior Management of the proper operation of controls throughout the period
of the review.
• Thereview and approval during the year ofterms of reference of sub committees.
• Thereview and approval during the year ofthe schedule of matters specifically reserved for its attention.
• Thereview ofreports received from the AuditCommittee concerning the findings of the external auditors on the financial statements of the Company and the systems
of internal control.
Directors responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Jersey Company Law requires the Directors to prepare financial statements for each financial period in accordance with generally accepted accounting principles. The financial statements of the Company are required by law to give a true and fair view of the state of affairs of the Company
and of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors should:
• selectsuitable accounting policies and then apply them consistently;
• makejudgments and estimates that are reasonable and prudent;
• specifywhich generally accepted accounting principles have been adopted in their preparation; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping accounting records which are sufficient to show and explain its transactions and are such as to disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements prepared by the Company comply with the requirements of the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company s website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Millbrook Reservoir
Directors Report
The Directors of the Company present the financial statements for the year ended 31 December 2012. Activities of the Company
The Company was incorporated in 1882. The principal activities of the Company are the collection, treatment and supply of water for commercial and domestic use throughout the Island. The Company has adopted Jersey Water as its trading name.
Review of business and future developments
A review of the Company s business during the year and an indication of the likely future development of the business are provided in the business review on pages 6 to 15.
Dividends
Ordinary and A ordinary shares
Amounts are shown net of 20% tax 2012 2011 2012 2011
pence per share pence per share £ 000 £ 000 Interim dividend 6.30 6.10 609 589
Proposed final dividend 12.09 11.75 1,168 1,135
18.39 17.85 £1,777 £1,724
Preference shares
In 2012 the Company paid dividends on preference shares totalling £381,000 (2011: £381,000).
Directors
Changes in Directors
The Directors of the Company on the date the financial statements were approved are detailed on page 2. All Directors were Directors of the Company throughout the year ended 31 December 2012. Mr Carl Hinault retired from the Board on 20 April 2012.
In accordance with the provisions of Article 49 of the Company s Articles of Association, Mr Peter Yates, Mr Howard Snowden and Mr Stephen Marie will retire at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-election.
The Directors also recommend the election of Mr Stephen Kay as a Non-Executive Director of the Company.
Mr Kay is a Chartered Engineer and the Managing Director of Cambridge Water Plc and holds a number of non-executive appointments. He is Chairman of Iceni Waters Ltd, Trustee of the Water Companies Pension Scheme, Chairman of the Water UK Technical Standards Board and Chairman of the Water Regulations Advisory Service.
As described on page 17, the Board has undertaken a formal assessment of its performance and that of the individual Directors, including structured meetings between the Directors being assessed and the Chairman. Following this review, the Chairman has confirmed that the Directors standing for re-election at the Annual General Meeting continue to perform effectively and demonstrate commitment to their roles.
Directors interests
Particulars of the holdings of Directors, including family and beneficial interests, in the share capital of the Company as at 31 December 2012 are:
| Tony Cooke | Mary Curtis | Kevin Keen | Stephen Marie | Helier Smith | Howard Snowden | Peter Yates |
Ordinary shares | 2,080 | - | 7,300 | 5,300 | 2,920 | - | - |
Preference shares | - | - | 3,972 | - | 3,285 | 95 | - |
There have been no subsequent changes in Directors interests up to the date of approval of the financial statements. Insurance of Directors and Officers of the Company
The Company maintains an insurance policy on behalf of all Directors and Officers of the Company against liability arising from neglect, breach of duty and breach of trust in relation to their activities as Directors & Officers of the Company.
Significant shareholdings
Set out below are details of significant shareholdings (3% or more) in each class of share of the Company as at 27 February 2013.
Name | Ordinary shares of £0.5 | A ordinary shares of £0.5 | 5% | 3.5% second | 3% third | 3.75% third | 5% third | 2% fourth | 10% fifth |
Cumulative preference shares of £5 each | |||||||||
BE Anderson |
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| 4% |
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PJ Audrain |
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| 3% | 4% | 13% |
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Banco Nominees (Guernsey) Limited |
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| 24% |
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| 11% |
| 3% |
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PG Blampied | 7% |
| 19% | 31% | 7% | 23% | 26% | 10% |
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Capital Estates Limited |
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| 3% |
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FA Clarke | 4% |
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Deenbee Limited |
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| 11% | 13% | 7% | 15% | 11% | 10% |
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Huntress (CI) Nominees Limited | 5% |
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JMS Hobbs |
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| 4% |
| 4% |
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Keen s Pension Fund Limited |
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| 23% |
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CO Le Couteur & SA Le Couteur | 3% |
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| 17% |
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| 6% |
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SA Le Couteur |
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| 5% |
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| 3% |
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JH Le Cras |
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| 9% | 3% | 20% |
| 4% | 18% |
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EJ Morcombe |
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| 10% | 12% | 7% | 24% | 23% | 13% |
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DF Parlett |
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| 4% |
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Nordar Limited | 3% |
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BR QuerØe | 4% |
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HJB Smith |
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| 6% |
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The States of Jersey | 50% | 100% |
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| 100% |
Independent Auditors
A resolution to re-appoint Price waterhouseCoopers CI LLP as the Company s auditor will be proposed at the forthcoming Annual General Meeting.
By Order of the Board
Margaret Howard Company Secretary 27 February 2013
Independent Auditors Report
to the members of The Jersey New Waterworks Company Limited
We have audited the financial statements of The Jersey New Waterworks Company Limited for the year ended 31 December 2012 which comprise the balance sheet
as at 31 December 2012, the profit and loss account,
the statement of total recognised gains and losses,
the cash flow statement and the related notes.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards.
Respective responsibilities of directors and auditors
As explained more fully in the Directors Responsibilities Statement set out on page 20 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board s Ethical Standards for Auditors.
This report, including the opinion, has been prepared
for and only for the Company s members as a body in accordance with Article 113A of the Companies (Jersey) Law 1991 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused
by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company s circumstances and have been consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report & financial statements to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies
we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company s affairs as at 31 December 2012 and of its profit and cash flows for the year then ended;
• have been properly prepared in accordance with United Kingdom Accounting Standards; and
• have been properly prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Opinion on other matters
In our opinion the information given in the Directors Report for the financial year for which financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:
• proper accounting records have not been kept; or
• the financial statements are not in agreement with the accounting records; or
• we have not received all the information and explanations we require for our audit.
Mark James
For and on behalf of Price waterhouseCoopers CI LLP Chartered Accountants
Jersey, Channel Islands 27 February 2013
Balance Sheet
31 December 2012
Note 2012 2011
£ 000 £ 000 £ 000 £ 000
Fixed assets 2 67,732 67,281
Current assets
Stock and work in progress 622 621 Debtors 3 4,590 4,666 Bank and cash 2,653 1,397
______ ______
7,865 6,684
Creditors Amounts falling due within one year
Creditors and accruals 4 (2,236) (2,988) Bank loans 6 (6,000) - Income tax (620) (73)
______ ______
(8,856) (3,061)
Net current (liabilities) / assets (991) 3,623 ________ _______
Total assets less current liabilities 66,741 70,904
Creditors Amounts falling due after more than one year
Bank loans 6 (8,900) (14,900) Non-equity preference shares 9b (5,382) (5,382)
______ ______
(14,282) (20,282)
Provisions for liabilities and charges
Deferred taxation 7 (5,690) (5,559)
________ _______ Net assets excluding pension liability 46,769 45,063
Pension liability 8 (385) (307)
________ _______
Net assets £__4____6__,__3__8__4__ __£__4__4__,7__5__6__
Equity capital and reserves
Called up equity share capital 9a 4,830 4,830 Reserves 10 41,554 39,926
________ _______
Shareholders funds 11 £__4____6__,__3__8__4__ __£__4__4__,7__5__6__
The financial statements on pages 24 to 42 were approved by the Board of Directors on 27 February 2013 and were signed on its behalf by:
Kevin Keen Chairman
Profit and Loss Account
For the year ended 31 December 2012
Note 2012 2011
£ 000 £ 000 £ 000 £ 000
Turnover 12 14,609 14,811 Operating Expenditure 13 (9,849) (9,953)
_______ ______ Operating Profit before exceptional items 4,760 4,858
Charitable Contributions 15 (130) - _______ ______
Operating Profit after exceptional items 4,630 4,858 Profit on disposal of fixed assets 598 918
Interest
- payable 16 (539) (561)
- receivable 6 9 Non-equity dividends 17 (381) (381) Other finance income 8 172 118
____ ____
(742) (815) _______ ______
Profit before taxation 4,486 4,961 Jersey income tax 5 (789) (380)
_______ ______ Profit for the financial year __£__3__,__6__9__7__ __£__4__,5__8__1__
Earnings per ordinary share of £0.5 19 £__0____.3__8__ __£__0__.4__7__
There is no material difference between the reported profit for 2012 and 2011 and the profit prepared on the historical cost basis.
The results for the current and prior year all relate to continuing operations.
Statement of Total Recognised Gains and Losses
For the year ended 31 December 2012
Note 2012 2011
£ 000 £ 000
Profit for the year 3,697 4,581 Loss arising on pension liabilities 8 (231) (1,111) Loss arising on revaluation of investment property 2 (94) -
_______ ______
Total recognised gains and losses for the year __£__3__,__3__7__2__ __£__3__,4__7__0__
Cash Flow Statement
For the year ended 31 December 2012
Note 2012 2011
£ 000 £ 000 £ 000 £ 000
Net cash inflow from operating activities 20 6,286 6,762 Returns on investments and servicing of finance
Interest received 6 9
Interest paid (536) (593)
Non-equity dividends paid (381) (381)
____ ____
Net cash outflow from returns on
investments and servicing of finance (911) (965) Taxation
Jersey income tax paid (73) (180) Capital expenditure
Purchase of fixed assets (3,015) (5,473)
Disposal of fixed assets 714 1,275
______ ______
(2,301) (4,198)
Equity dividends paid (1,744) (1,671) ______ ______
Increase / (decrease) in cash 21 £1,257 £(252) ____________ ____________
Reconciliation of net cash flow to movement in net debt
Note 2012 2011
£ 000 £ 000
Increase / (decrease) in cash 21 1,257 (252) Foreign exchange currency movement (1) (3)
________ ________
Movement in net debt 21 1,256 (255) Net debt brought forward 21 (18,885) (18,630)
________ ________
Net debt carried forward 21 __£__(__1__7__, __6__2__9__) £__(__1__8__,__8__8__5__)
Notes to the Financial Statements
- Accounting policies
The following statements outline the main accounting policies applied in the preparation of the financial statements.
The Company has adopted a new format for the profit and loss account and relevant supporting notes for the financial statements for the year ended 31 December 2012. Comparative figures in the profit and loss account have
been reclassified for the purposes of consistency and comparability.
Basis of accounting
The financial statements are prepared under the historical cost convention as modified for the revaluation of investment properties and in accordance with United Kingdom Accounting Standards.
Going concern
The Company s business activities, together with the factors likely to affect its future development, performance and position and a summary of the financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in the Business Review Section on pages 6 to 15 and in notes 6 and 21. The Company has
a wide and varied customer base within Jersey, steady demand for its products and services and a stable and
well established treatment and distribution network.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have therefore selected the going concern basis in preparing
the financial statements.
Turnover
Turnover represents the total value of water charges together with minor contracts and rental income. Income from minor contracts is recognised within turnover upon completion of the contracted works. Income arising on minor contracts to be provided in the future is treated as deferred income.
Water charges
Water charges are billed either as a fixed rate (in advance) or as a metered charge (in arrears). Both fixed rate and metered water income is recognised for the year up to
31 December.
Stocks of water
In accordance with normal water industry practice, no value is placed on stocks of water held within reservoirs, treatment works or the mains network.
Stock and work in progress
Stock and work in progress is valued at the lower of cost and net realisable value.
Fixed assets and depreciation
Fixed assets under construction are recognised within
Uncompleted Works until such time as they are first brought into use. At this point the asset is transferred to Property
and Completed Works and depreciation commences. Subsequent qualifying expenditure is transferred directly
to Property and Completed Works . Depreciation is charged on a straight line basis in accordance with the rates of depreciation set out below for each major asset type.
No depreciation is provided on freehold land.
Asset type Depreciation period
Water mains - Ductile Iron 80 years
- Others 50 years
Buildings 30-100 years Impounding reservoirs & dams 60-100 years Dam lining membranes 50 years Pumping plant 10-40 years Reinforced concrete structures 100 years Water Meters 10-15 years Motor vehicles 5-8 years Mobile plant and tools 3-10 years Reverse osmosis membranes 10 years
Investment property
Certain of the Company s properties originally acquired for business purposes, or otherwise used within the business, are no longer so used and are now held for investment purposes. These properties are treated as investment properties and accounted for in accordance with Statement of Standard Accounting Practice 19, Accounting for Investment Properties, and are included in the balance sheet at open market value. The surplus or deficit on revaluation is taken to the revaluation reserve. No depreciation is provided in respect of freehold investment property.
Interest rate swaps
Net interest payable or receivable under interest rate swap contracts entered into to hedge the interest rate risk exposure on borrowings is recognised in the profit and loss account within Interest Payable or Interest Receivable as appropriate. Accrued net amounts payable or receivable are carried in the balance sheet within Accruals and deferred income and Accrued income and other debtors respectively. No carrying value is recognised for interest rate swap contracts entered into to hedge the interest rate risk exposure on borrowings.
Deferred taxation
Deferred taxation is calculated on a full provision basis in Any surplus or deficit in the defined benefit plan, being the accordance with Financial Reporting Standard 19 Deferred difference between the value of the plan assets and the Taxation . As required by the standard, no provision is made present value of the plan liabilities, is recognised in the
for deferred tax in respect of expenditure on which all of the balance sheet as an asset or liability to the extent that any conditions for retaining tax allowances have been met. surplus is recoverable through future reduced contributions Deferred tax balances are not discounted to reflect the time or that, conversely, any deficit reflects a legal or constructive value of money . obligation. The defined benefit asset or liability is shown net
of any related deferred tax liability or asset.
Retirement benefits
The Company values its liability in respect of defined Cash at Bank and liquid resources
retirement benefits in accordance with FRS 17 and following Included within liquid resources in the cash flow statement the projected unit cost method of calculation. are cash balances held on fixed deposit for a term of one
month or greater. These items are included within Bank and Cash in the balance sheet.
- Fixed assets
Property and Freehold Uncompleted Motor vehicles, Total
completed investment works mobile plant &
works property equipment
Cost or valuation £ 000 £ 000 £ 000 £ 000 £ 000 Brought forward 91,341 1,335 105 2,234 95,015
Additions 2,436 - 234 235 2,905 Disposals (485) - - (133) (618) Transfers 129 - (198) 69 - Deficit on revaluation - (94) - - (94)
________ _______ _____ _______ ________
Carried forward £93,421 £1,241 £141 £2,405 £97,208
________ _______ _____ _______ ________
Depreciation
Brought forward (26,167) - - (1,567) (27,734) Charge for the year (1,950) - - (295) (2,245) Disposals 373 - - 130 503
________ ___ ___ _______ _________
Carried forward £(27,744) £ - £ - £(1,732) £(29,476)
________ ___ ___ _______ _________
Net book value
Brought forward __£__6____5__,1__7__4__ __£__1__, __3 __3__5__ __£__1__0__5__ __£__6__6__7__ __£__6__7__,__2__8__1__
Carried forward __£__6__5__,__6__7__7__ __£__1__,__2__4__1__ __£__1__4__1__ __£__6__7__3__ __£__6__7__,__7__3__2__
Included within fixed assets is £101,000 (2011: £138,000) relating to internal labour costs capitalised in the year. At 31 December 2012 capital commitments contracted for amounted to £11,000 (2011: £154,000).
Market value of freehold investment properties
The Company owns two freehold residential investment properties.
The freehold investment properties were valued in 2010 by an external valuer, CB Richard Ellis Limited, on the basis of open market value in accordance with the requirements of the RICS Appraisal and Valuation Standards. The properties, which had a combined net book value of £21,000, were revalued as at 31 December 2010 at £1,335,000.
In 2012, having considered changes in the residential property market since the external valuation was completed in December 2010, the Directors have undertaken an internal valuation of the properties and revalued them to £1,241,000, a reduction of £94,000 on the previous valuation.
- Debtors
2012 2011
£ 000 £ 000
Trade debtors 3,138 3,315 Prepayments 354 328 Accrued income and other debtors 1,098 1,023
_______ ______
__£__4__,__5__9__0__ £__4____,6__6__6__
- Creditors and accruals
2012 2011
£ 000 £ 000
Trade creditors 709 1,131 Other creditors 248 433 Contract retentions 25 23 Accruals and deferred income 1,254 1,401
_______ ______
__£__2__,__2__3__6__ £__2____,9__8__8__
- Jersey income tax
2012 2011
£ 000 £ 000
Current tax
Income tax on the profit for the year 658 177
Deferred tax
Charge for the year 131 203 _____ _____
Total tax charge for the year __£__7__8__9__ __£__3__8__0__
Factors affecting tax charge for year
The tax assessed for the year is lower than the standard rate of Jersey income tax (20%) applicable to utility companies. The differences are explained below:
2012 2011
£ 000 £ 000
Profit before tax __£__4__,__4__8__6__ £__4____,9__6__1__
Profit before tax multiplied by the standard rate of Jersey income tax of 20% 897 992 Tax at 20% on:
Capital allowances for period in excess of depreciation (38) (105) Capital expenditure, deductible for tax purposes (157) (602) Profit on sale of fixed assets (120) (184) Dividends on non-equity shares - non deductible 76 76
_____ _____
Current tax charge for year __£__6__5__8__ __£__1__7__7__
- Bank loans
Repayment Dates 2012 2011
£ 000 £ 000
Facilities drawn down
HSBC Bank plc 2013 6,000 6,000 HSBC Bank plc 2015 3,650 3,650 HSBC Bank plc 2021 5,250 5,250
________ _______
__£__1__4__,__9__0__0__ £__1__4__,__9__0__0__
Loans falling due within one year 6,000 - Loans falling due between one and two years - 6,000 Loans falling due after two years but less than five years 3,650 3,650 Loans falling due after five years 5,250 5,250
________ _______
__£__1__4__,__9__0__0__ £__1__4__,__9__0__0__
The Company has a rolling overdraft facility with HSBC Bank plc. Unconditional guarantees have been given by the States of Jersey for the repayment of the principal and interest on loans up to a maximum of £16.2m taken out to fund the Company s capital works programme.
The Company intends to refinance the £6,000,000 loan which falls due in 2013.
- Deferred taxation
2012 2011
£ 000 £ 000
Accelerated capital allowances 5,690 5,559 _______ ______
Net liability £5,690 £5,559 ______________ ____________
Brought forward 5,559 5,356 Amounts charged in the profit and loss account 131 203
_______ ______
At 31 December __£__5__,__6__9__0__ £__5____,5__5__9__
- Pensions
The Company operates two formal pension schemes; a defined contribution scheme and a defined benefit scheme. There are also certain past employees whose pension or pension supplements, which are of a defined benefit nature, have not been funded by the Company s present or previous pension agreements (the unfunded scheme ). Where applicable, the liability of the Company in respect of the unfunded scheme is included within the disclosure below relating to the defined benefit section. The defined benefit section of the scheme was closed to new entrants with effect from 1 January 2003.
The defined contribution scheme and defined benefit scheme are both sections of The Jersey Water Pension Plan. Defined contribution section
The defined contribution section of the plan was opened to new members on 1 May 2003. Employer contributions during the period to 31 December 2012 totalled £70,000 (2011: £62,000).
Defined benefit section and unfunded scheme
The full FRS17 actuarial valuation as at 31 December 2012 shows a net deficit of £385,000 compared to a deficit of £307,000 at 31 December 2011.
The major assumptions used by the actuary were:
2012 2011 Rate of increase in salaries 2.87% 4.21% Rate of increase in pensions accrued after 1 January 1999 2.82% 3.11% Discount rate 4.45% 4.93% Expected return on plan assets 5.78% 6.08% Inflation assumption 2.87% 3.21% Life expectancy assumptions
Current pensioners at 65 - Male 88 87 Current pensioners at 65 - Female 91 89 Future pensioners at 65 - Male 90 88 Future pensioners at 65 - Female 93 91
The post-retirement mortality assumptions allow for expected increases in longevity.
The overall expected rate of return is based on the weighted average return of each class of asset at the start of each accounting period.
2012 2011
£ 000 £ 000
Reconciliation of the present value of scheme liabilities
Opening scheme liabilities 17,908 16,298 Current service cost 298 272 Employee contributions 82 91 Interest cost 879 893 Actuarial losses 1,523 934 Past service costs - 74 Benefits paid (896) (654)
________ _______
Closing scheme liabilities £19,794 £17,908
________________ ______________
Analysis of funded and wholly unfunded scheme liabilities
Funded scheme 19,679 17,802 Wholly unfunded scheme 115 106
________ _______
Total present value of scheme liabilities £19,794 £17,908
________________ ______________ Reconciliation of the fair value of scheme assets
Opening fair value of scheme assets 17,524 16,783 Expected return 1,051 1,011 Employer contributions 317 748 Employee contributions 82 91 Actuarial gains / (losses) 1,235 (455) Benefits paid (896) (654)
_______ _______
Closing fair value of scheme assets __£__1__9__,3__1__3__ __£__1__7__,5__2__4__ Actual return on scheme assets £2,286 £556
______________ ______________
Analysis of amounts shown in the balance sheet
Fair value of plan assets 19,313 17,524 Present value scheme liabilities (19,794) (17,908)
_______ _______
Deficit (481) (384) Related deferred tax asset 96 77
_______ _______
Net deficit ____£__(__3__8__5__) ____£__(__3__0__7__)
2012 2011
£ 000 £ 000
Analysis of amounts recognised in the profit and loss account
Current service cost (298) (272) Expected return on pension plan assets 1,051 1,011 Interest on pension plan liabilities (879) (893) Past service cost - (74)
______ _____
Total £(126) £(228) ____________ __________
Current service costs, past service cost and curtailments are included within operating expenditure in the profit and loss account. Expected returns on pension plan assets and interest on pension plan liabilities are shown net within other finance income in the profit and loss account.
2012 2011
£ 000 £ 000
Analysis of amounts recognised in the statement of total recognised gains and losses
Actual return less expected return on pension scheme assets
Experience gains arising on scheme liabilities
Changes in assumptions underlying the present value of scheme liabilities
Actuarial loss recognised in the statement of total recognised gains and losses Current tax relief
Movement in deferred tax relating to net liability
Loss recognised in the statement of total recognised gains and losses
Cumulative amounts recognised in the statement of total recognised gains and losses
1,235 (455) 63 658
(1,586) (1,592) _______ _____
(288) (1,389) 38 104
19 174 ______ ______
£____(__2__3__1__) £____(1__,1__1__1__)
£____(4____,4____9__5__) £____(4__,__2__6__4__)
Analysis of scheme assets 2012 2011
% of total % of total fair value fair value
of scheme of scheme
assets assets
Equities 48% 46% Property 7% 8% Corporate bonds 44% 44% Cash and receivables 1% 2%
_____ _____
1__0____0__%__ 1__0____0__%__
History of experience gains and losses
2012 2011
£ 000 £ 000
Present value of scheme assets 19,313 17,524 Present value of scheme liabilities (19,794) (17,908)
_______ _______
Gross scheme (deficit) / surplus £(481) £(384) ______________ ______________
2010 2009 2008
£ 000 £ 000 £ 000
16,783 14,316 12,188
(16,298) (15,383) (13,508) _______ _______ _______
______£__4__8__5__ £____(1__,__0__6__7__) __£__(1__,__3__2__0__)
Experience gains / (losses) on scheme liabilities
Amount
Difference between the expected and actual return on scheme assets
Amount
Funding of the defined benefit pension scheme
63 658 1,235 (455)
90 (310) 185 640 914 (3,013)
The actual funding of the defined benefit pension scheme is determined by the triennial actuarial valuation and this differs from the amount that is required to be charged to the profit and loss account under Financial Reporting Standard 17. During the year, the Company made scheduled retirement benefit contributions into the defined benefit scheme totalling £300,000 (2011: £730,000).
Following the results of the latest actuarial valuation as at 1 January 2012, the contribution rate for 2012, 2013 and 2014 was set at 12.6% of Pensionable Salaries plus a fixed contribution of £50,000 per annum to reduce the scheme deficit.
9 Share capital
- Equity share capital
Authorised, issued & fully paid up
Shares of 2012 2011 £0.5 each
000 £ 000 £ 000 Ordinary shares
Brought forward 5,040 2,520 252 Allotted under bonus issue1 - - 2,268
_____ _______ _______
Carried forward _5_,0_4_0_ £__2_,_5_2_0_ _£_2_,_5_2_0_
A Ordinary shares
Brought forward 4,620 2,310 231 Allotted under bonus issue1 - - 2,079
_____ _______ _______
Carried forward _4_,6_2_0_ £__2_,_3_1_0_ _£_2_,_3_1_0_ Total __9__,6__6__0__ £____4__,__8__3__0__ __£__4__,__8__3__0__
1 Bonus issue
On 10 June 2011 the Company capitalised the sum of £4,347,000 from reserves and applied the sum in paying up in full 2,268,000 ordinary shares of £1 each and 2,079,000 A ordinary shares of £1 each allotted and distributed, credited as fully paid, to the existing holders of ordinary and A ordinary shares at the rate of 9 shares for every existing share held.
Ordinary and A ordinary shares carry no right to fixed income and rank after preference shares and other liabilities. Each ordinary share carries one vote in the event of a poll. Each A ordinary share, whilst in the ownership of the States of Jersey, entitles the holder to such additional votes at a poll as brings the total number of votes attaching to the
A ordinary shares to twice the number of votes cast in respect of all other shares.
- Non-equity preference share capital
2012 2011
£ 000 £ 000
Authorised
20,000 cumulative preference shares of £5 100 100 20,000 cumulative second preference shares of £5 100 100 100,000 cumulative third preference shares of £5 500 500 100,645 cumulative fourth preference shares of £5 503 503 900,000 cumulative fifth preference shares of £5 4,500 4,500
_______ ______
__£__5__,__7__0__3__ £____5__,7__0__3__
Issued and fully paid
17,261 5% cumulative preference shares of £5 86 86 17,402 3.5% cumulative second preference shares of £5 87 87 23,509 3% cumulative third preference shares of £5 118 118 16,036 3.75% cumulative third preference shares of £5 80 80 11,400 5% cumulative third preference shares of £5 57 57 90,877 2% cumulative fourth preference shares of £5 454 454 900,000 10% cumulative fifth preference shares of £5 4,500 4,500
_______ ______
__£__5__,__3__8__2__ £__5____,3__8__2__
Preference shares bear interest at the rates indicated above and rank, in the order listed, above ordinary and A ordinary equity shares in the event of winding up.
Upon a poll, every holder of a preference share present at a general meeting in person or by proxy shall have one vote only for all the preference shares held by the holder, irrespective of the number and class of such preference shares.
10 Reserves
Revaluation Retained Total
reserve profit
£ 000 £ 000 £ 000
Brought forward 1,314 38,612 39,926 Profit for the financial year - 3,697 3,697 Deficit on revaluation of investment properties in the year (94) - (94) Equity dividends - (1,744) (1,744) Loss relating to pension plan recognised in the statement
of total recognised gains and losses ______ _- __ _ _(_2_3_1_) __ _ _(_2_3_1_)
Carried forward £____1__,__2__2__0__ £____4__0__,__3__3__4__ __£__4__1__,__5__5__4__
11 Reconciliation of movement in equity shareholders funds
2012 2011
£ 000 £ 000
Profit for the year 3,697 4,581 Equity dividends (1,744) (1,671)
________ _______
Retained profit for the year 1,953 2,910 Loss arising on pension plan (231) (1,111) Deficit on revaluation of investment properties in year (94) - Opening equity shareholders funds 44,756 42,957
________ _______
Closing equity shareholders funds £____4__6__,__3__8__4__ £__4____4__,7__5__6__
12 Turnover
2012 2011
£ 000 £ 000
Measured water charges 9,497 8,551 Unmeasured water charges 3,774 4,853 Service charges and other charges for water 570 569
________ _______
Total water supply charges 13,841 13,973 Rechargeable works income 356 469 Other income 412 369
________ _______
Turnover __£__1__4__,__6__0__9__ __£__1__4__,8__1__1__
13 Operating expenditure
2012 2011
£ 000 £ 000
Included in administration expenses are the following:
Net employment costs 3,648 3,671 Depreciation 2,245 2,021 Materials, consumables, hired in services and other costs 3,814 4,133 Directors fees 88 80 Auditors fees - Statutory audit 42 41
- Other services (Tax compliance) 7 2
- Other services (Pension scheme audit) 5 5 _______ _______
Total operating expenditure £____9__,__8__4__9__ £____9__,__9__5__3__
14 Net employment costs
2012 2011
£ 000 £ 000
Wages, salaries and other payments 3,206 3,244 Social Security 175 157 Pension contributions 368 408
_______ ______
3,749 3,809
Less amounts capitalised within fixed assets (101) (138) _______ ______
Net employment costs __£__3__,__6__4__8__ £____3__,6__7__1__
15 Charitable contributions
During the year, to mark Jersey Water s 130th Anniversary, the Company granted awards totalling £130,000 to 20 local charities (2011: £nil).
16 Interest payable
2012 2011
£ 000 £ 000
Bank loans and overdrafts 442 538 Interest rate swap contract 97 23
_____ _____
__£__5__3__9__ __£__5__6__1__
In October 2011, the Company entered into an interest rate swap contract with HSBC Bank plc in order to hedge against the interest rate risk exposure of the Company on the loan of £5,250,000 maturing in 2021. The interest rate swap contract has a nominal value of £5,250,000 and also matures in 2021.
17 Non-equity dividends
2012 2011
Paid Payable Charge Paid Payable Charge
for the year for the year
£ 000 £ 000 £ 000 £ 000 £ 000 £ 000
5% cumulative preference shares 2 2 4 2 2 4 3.5% cumulative second preference shares 2 1 3 2 1 3 3% cumulative third preference shares 3 - 3 3 - 3 3.75% cumulative third preference shares 2 - 2 2 - 2 5% cumulative third preference shares 2 - 2 2 - 2 2% cumulative fourth preference shares 7 - 7 7 - 7 10% cumulative fifth preference shares 360 - 360 360 - 360
_____ ___ _____ _____ ___ _____
Treoctaolg dnivisideden ind sth oen y neoa nr -equity shares __£__3__7__8__ __£__3__ __£__3__8__1__ __£__3__7__8__ __£__3__ __£__3__8__1__
18 Equity dividends
Ordinary and A ordinary shares 2012 2011 2012 2011 Pence per share Pence per share £ 000 £ 000
Dividends paid
Final dividend for the previous year 11.75 11.201 1,135 1,082 Interim dividend for the current year 6.30 6.10 609 589
_____ ____ ______ ______
1__8__.__0__5__ 1__7__.3__0__ £____1__,7__4__4__ __£__1__,6__7__1__
Dividends proposed
Final dividend for the current year 1__2__.__0__9__ 1__1__.7__5__ __£__1__,1__6__8__ __£__1__,1__3__5__
1 As described in note 9, the Company undertook a capital reorganisation in 2011 as a result of which the number of equity shares in issue increased by a factor of twenty. Accordingly, dividends declared and proposed since the capital reorganisation have reduced to take the increase in shares
into account. The dividend has been restated (from 224 pence per share) to reflect the number of shares in issue since the capital reorganisation.
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in the financial statements.
19 Earnings per ordinary share
Earnings per ordinary share of £0.38 (2011: £0.47) is based on earnings of £3,697,000 (2011: £4,581,000), being the profit available for distribution to equity shareholders and 9,660,000 (2011: 9,660,000) ordinary and A ordinary shares of £0.5 in issue.
20 Reconciliation of operating profit to net cash flow from operating activities
2012 2011
£ 000 £ 000
Operating profit after exceptional items 4,630 4,858 Depreciation 2,245 2,021 Change in order to bring pension charges onto a contribution basis (19) (402) (Increase) / decrease in stock and work in progress (1) 76 (Increase) / decrease in debtors (2) 140 (Decrease) / increase in creditors (567) 69
_______ ______
Net cash inflow from operating activities __£__6__,__2__8__6__ £____6__,7__6__2__
21 Analysis of changes in net debt
At 1 January 2012
£ 000
Total bank and cash per balance sheet 1,397 Debt due within one year - Debt due after one year (20,282)
_________
Total £____(1__8____,8____8__5__)
Cash Flows Other Changes At 31 December
2012
£ 000 £ 000 £ 000 1,257 (1) 2,653
- (6,000) (6,000)
- 6,000 (14,282)
________ ______ ________
____£__1__,__2__5__7__ ______£__(__1__) £__(__1__7__,__6__2__9__)
22 Directors emoluments
| Salary | Bonus | Fee | Benefits | Total Emoluments | ||
|
|
|
|
| (excluding pension contributions) | ||
|
|
|
|
|
| 2012 | 2011 |
| £ 000 | £ 000 | £ 000 | £ 000 |
| £ 000 | £ 000 |
Executives |
|
|
|
|
|
|
|
Howard Snowden Helier Smith | 127 117 | 20 19 | - - | 11 5 |
| 158 141 | 1761 1 158 |
|
|
|
|
|
|
|
|
Non-Executives |
|
|
|
|
|
|
|
Kevin Keen | - | - | 23 | - |
| 23 | 20 |
Tony Cooke | - | - | 15 | - |
| 15 | 12 |
Mary Curtis | - | - | 15 | - |
| 15 | 12 |
Carl Hinault | - | - | 5 | - |
| 5 | 12 |
Stephen Marie | - | - | 15 | - |
| 15 | 12 |
Peter Yates | - | - | 15 | - |
| 15 | 12 |
During the year the Company made pension contributions of £16,000 in respect of Mr Snowden and £11,000 in respect of Mr Smith.
Benefits for Mr Snowden consist of full expenses for the use of a motor car, private health care, prolonged disability and death in service insurance. Benefits for Mr Smith consist of motor fuel, private health care, prolonged disability and death in service insurance.
1 Remuneration paid in 2011 included bonuses of £21,000 for both 2010 and 2011 in respect of Mr Snowden and bonuses of £19,000 for 2010 and £20,000 for 2011 in respect of Mr Smith.
23 Related party transactions
The Company has identified the following material related party transactions:
Counterparty | Value of goods & services supplied by Jersey Water | Value of goods & services purchased by Jersey Water | Amount due to Jersey Water | Amount due to Jersey Water | ||||
|
|
|
|
|
|
|
|
|
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 |
| £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 |
|
|
|
|
|
|
|
|
|
The States of Jersey | 1,950 | 1,977 | 37 | 66 | 498 | 512 | 1 | 3 |
Jersey Electricity Plc | 129 | 92 | 817 | 863 | 41 | 21 | 52 | 147 |
JT Group Limited | 22 | 21 | 55 | 55 | 1 | 3 | 5 | 5 |
Jersey Post International Limited | 5 | 8 | 51 | 77 | 1 | 1 | 2 | 1 |
The States of Jersey is the Company s majority and controlling shareholder. Jersey Electricity Plc is majority owned and controlled by the States of Jersey. JT Group Limited and Jersey Post International Limited are both wholly owned by the States of Jersey. All transactions are undertaken on an arm s length basis.
In addition to the transactions included above with the States of Jersey, the Company made payments of income tax, social security, GST, water resource licence fees and other statutory payments.
The Company leases the site of the La Rosire Desalination Plant from the States of Jersey on a 99 year lease ending in 2067. Under the terms of the lease, the rental, which for 2012 was £25,000 (2011: £25,000) (included in the above table), increases every five years in line with the movement on the Jersey Retail Price Index.
24 Ultimate controlling party
The ultimate controlling party of The Jersey New Waterworks Company Limited is the States of Jersey.
Five Year Summary
Units 2012 2011 2010 2009 2008[1]
Balance sheet
Equity shareholders funds £ 000 46,384 44,756 42,957 40,933 39,762 Net debt £ 000 17,629 18,885 18,630 17,491 16,034
Profit and loss account
Turnover £ 000 14,609 14,811 14,652 14,728 14,378 Operating profit (before exceptional items) £ 000 4,760 4,858 5,058 4,577 4,472 Profit before tax £ 000 4,486 4,961 4,151 4,085 4,034 Profit for the financial year £ 000 3,697 4,581 3,321 3,299 4,030 Equity dividends paid[2] £ 000 1,744 1,671 1,594 1,444 1,256
Financial statistics & ratios
Capital expenditure £ 000 2,905 5,574 3,460 3,309 2,980 Net cash inflow / (outflow) £ 000 1,257 (252) (1,139) 543 (11) Earnings per share[3] £ 0.38 0.47 0.34 0.34 0.42 Dividend cover2 Times 2.1 2.7 2.1 2.3 3.2 Interest cover Times 5.7 6.2 5.0 5.1 4.1 Gearing[4] % 44 45 47 50 51
Operational statistics
Total water supplied Ml 7,015 7,152 7,220 7,253 7,402 Maximum daily demand Ml 23.4 24.7 25.8 25.7 26.2 Annual rainfall mm 1,089 773 982 843 1,042 New mains laid km 1.5 2.0 1.7 3.1 4.6 Mains re-laid / relined km 2.1 4.0 2.7 1.8 2.8 New connections No 349 492 337 412 508 Live unmeasured supplies 000 13 18 21 23.8 25.2 Live metered connections 000 24 20 16.2 13.2 11.2 Employees No 79 83 84 80 107
Water quality
% Compliance with water quality parameters 99.99% 99.81% 99.86% 99.84% 99.97%
Notes
Mulcaster House, Westmount Road, St. Helier , Jersey, JE1 1DG
T: 01534 707300 F: 01534 707400
E: customerservices@jerseywater.je www.jerseywater.je
Jersey Water is the trading name of The Jersey New Waterworks Company Limited.