1 April 2021
Annual Report and Notice of Annual General Meeting
ContourGlobal plc (the "Company") announces that the following documents have today been published:
• Annual Report 2020 for the year ended 31 December 2020;
• Notice of Annual General Meeting; and
• Proxy form.
The above documents will be submitted to the National Storage Mechanism. They will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Annual Report 2020 and Notice of Annual General Meeting will also shortly be available on the Company's website at https://www.contourglobal.com/investors.
The Company's preliminary results for the year ended 31 December 2020 were released via RNS on 19 March 2021.
The Company's Annual General Meeting will be held electronically on 12th May 2020.
Disclosures required in accordance with DTR 6.3.5
Information on important events that have occurred during the financial year and their impact on the Annual Report 2020 were included in the Preliminary Results Announcement for the Year Ended 31 December 2020, released on 19 March 2021. This, together with the following information, which is extracted from the Preliminary Results Announcement for the year ended 31 December 2020 and the Annual Report 2020, constitutes the information required by DTR 6.3.5 to be communicated in full, unedited text through a regulatory information service. This information is not a substitute for reading the full Annual Report 2020. Any page or note references in the text below refer to those in the Annual Report 2020.
For further information, please contact:
Company Secretariat:
Link Company Matters Limited
Phone: +44 (0) 333 300 1950
Email: cm-contourglobal@linkgroup.co.uk
Investor Relations:
Alice Heathcote
Tel: +44 (0) 203 626 9077
alice.heathcote@contourglobal.com
Media Relations: Brunswick
Charles Pretzlik/William Medvei
Tel: +44 (0) 207 404 5959
Contourglobal@brunswickgroup.com
Principal Risks
The Strategic Report describes in detail how the Group manages its risks. Further details can be found on pages 66-71. The table below details each principal business risk, those aspects that would be impacted were the risk to materialise, our assessment of the status of the risk and how the Company mitigates it.
| Risk Factor | Main Impact | Risk Response (management and mitigation)
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R01. Strategy - Impact of governmental actions and regulations
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| The risk that governmental actions or changes in (1) taxes or (2) regulations of our non-PPA long-term fixed rate arrangements (i.e. feed-intariffs) and Power Purchase Agreements (PPAs) including new adverse policymaking and investigations by regulatory or competition law authorities, as well as (3) restrictive regulation of Thermal generation as the result of climate change initiatives and transition to low-carbon economy, without regulatory risk pass-through mechanisms will have a negative impact on our results of operation and growth prospects.
Risk unchanged Included in the sensitivity analysis on principal risks for viability and going concern assessment.
| Deterioration of financial performance including loss of revenue and an increase in expenses (including fossil fuel cost). Loss of business/growth opportunities:
Termination of agreements: • Inability to obtain, maintain or renew required governmental permits/licenses
• Inability to receive permits for extension of existing capacities
Financing impact: • Limited access to capital for Thermal power generation projects
Major Asset impact: • Maritsa anticipates that in the near term it will engage in discussions with the government of Bulgaria related to the Bulgarian energy regulator's complaint to the European Commission that the Maritsa PPA contains elements of state aid and the EC's related review of the PPA. Separately, Bulgaria has submitted its proposed energy market reform plan to the EC, which plan proposes a market-wide capacity remuneration mechanism and termination of the long-term PPAs, including that of Maritsa, and foresees discussions with Maritsa on this subject. We cannot predict the outcome of such discussions, or of any resolution by the EC of its review should those discussions not result in an agreement. Maritsa believes termination of the PPA would not be justified and will take all required actions to protect its rights and interests. Resolution of the matter could nonetheless contain terms that adversely affect the Maritsa PPA and have a material adverse impact on Maritsa's and ContourGlobal's business.
Impact on other key Assets:
• The Group is subject to changes in laws or regulations or changes in the application or interpretation of laws or regulations in jurisdictions where we operate (particularly utilities where electricity tariffs are subject to regulatory review or approval) which could adversely affect our business. This is the case for instance in Mexico where the current government has engaged in several attempts to change the regulatory regime under which the Company's plants are operating, and related to Rwanda and Kosovo, where the Company is engaged in arbitrations related to the interpretation of its and counterparties' contractual obligations.
| PPAs are held with state-owned, regulated or other offtakers, the majority of which are rated by Standard & Poor's, with a weighted average credit rating (after Political Risk insurance - PRI) of BBB+ weighted by EBITDA). PRI policies (from commercial insurers) are in place for several projects in case of events that can affect our assets, in particular the loss of invested capital. In some cases, these cover a return on our capital.
These include:
Maritsa, Vorotan, KivuWatt, Togo, Cap des Biches, TermoemCali, and Kosovo. Close relationships are maintained with energy lawyers and associations to anticipate any potential changes in regulation and express our interests. Partnerships are fostered with multilateral development banks for both equity and debt which makes governments reticent to renegotiate. Investment is placed in local communities and hiring locally The business has a sovereign credit rating of BBB+ post-PRI impact (based on the individual sovereign ratings determined by Standard & Poor's). Close monitoring of global climate change initiatives and taking them into account in our medium- and long-term operations and growth strategy. Proactive engagement and communication. |
| R02. Strategy - Geopolitical uncertainties and social instability (including environmental activism, sanctions and trade war)
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| The risk that geopolitical instability, increased social pressure on politics and increasing activism will create additional uncertainty for our multinational business operation and will affect our business model or specific assets. The risk that sanctions affect our counterparties or stakeholders along our supply chain will have negative impact on our cost structure and our ability to acquire the required equipment. The risk that excessive cross border tariffs or negative regulation on foreign capital flow will have an impact on our supply chain and limit our flexibility in cross border investments.
Risk unchanged Included in the sensitivity analysis on principal risks for viability statement and going concern assessment. | Deterioration of financial performance: • Increase in operational costs (including additional costs associated with supply chain disruptions)
• Higher financing transaction costs
• Disruption of operation of one or more of our assets
• Increase in OPEX and CAPEX
• Loss of invested capital
• Adverse effect on results of operation
• Unforeseen additional recurring costs vs. financial model projections (project IRR and cash flow)
• Charges and penalties due to non-compliance with external requirements
Loss of business/growth opportunities:
• Inability to operate effectively
• Termination of agreements
• Fewer opportunities for growth
Business disruption: • Inability to procure required equipment
• Impact on EAF and EFOR | PRI policies (from commercial insurers) are in place for several projects in case of events that can affect our assets, in particular in Africa and Eastern Europe.
In some cases we can recover a return on our capital: • Maritsa, Vorotan, KivuWatt, Togo, Cap des Biches, TermoemCali, and Kosovo
• Our diversified operations limit the downside as the impact of a localized geopolitical effect is unlikely to have a significant effect on the full portfolio
• Diversification of jurisdictions and technologies minimizes the risk
• Access to several financial markets allows the business to choose the most opportune sources of transactional financing
• Investment in local communities and hiring locally creates goodwill with local governments and populations
• Reduced risk mitigation in place through diversified Business
• Regular analysis of suppliers and supply chain - related business case study on Spain on page 36. |
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| R03. Strategy - Pandemic virus
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| The risk that global pandemic(s) will cause (1) health issues for our employees, (2) business disruptions at operational as well as at corporate level, (3) disruption of our supply chain, (4) delays in power plants' major overhauls, (5) increase in counterparty risk given deterioration of our offtakers' credit strength as well as (6) slowdown of economic growth and thus disruption of global commodity markets which will result in adverse financial impact on results of our operation as well as growth targets and long-term impact on sustainability of regulated returns/FIT. New risk Included in the sensitivity analysis on principal risks for viability statement and going concern assessment. | Direct financial impact:
• Adverse impact on revenue due to force majeure claims, decreasing power demand caused by slowdown of economic growth
• Slow payment of certain of our offtakers/the country system, potential financial distress post-crisis of certain clients, regulatory measures to slow down payments
• Adverse effect on results of operation due to increase of O&M costs and CAPEX expenditures due to supply chain disruption
Business interruption:
• Disruption to business-as-usual activities caused by restrictions imposed on travel and movement of goods
• Business leaders' distraction from core business activities due to focus on risk prevention and mitigation measures
• Disruption due to employees' illness at plant and corporate level
• Disruption and delays to plants' planned maintenance due to travel restriction of O&M contractors (Impact on EAF and EFOR)
• Potential supply chain disruption resulting in inability to procure important equipment, consumables or spare parts
Indirect financial impact (Country/Counterparty): • Adverse financial impact on the result of Company's operation through the adverse effect of economic growth slowdown on our counterparties, i.e. PPA offtakers and governments' feed-in tariffs
• FX rate exposure due to disruption in countries with weak currencies
Financing and growth impact: • Inability to get access to financing for new or existing projects due to potential liquidity crunch caused by global economy slowdown | Information and Communication
• Emergency communication online site on the intranet that contains the most recent communication regarding Coronavirus to Company's employees in different languages
• Crisis management task force (COVID-19) consisting of sub-groups: remote work and internal communication; operations staffing and OT management; IT readiness; health, medical and testing
• Regular calls of senior management with business leaders and global Webinars for all employees
Mobility restriction, remote work and social distancing • Employees training (Okta, VPN, zoom) and necessary IT set-ups in place and tested to ensure seamless remote operation for corporate functions
• Remote power plant operations in some locations
• Temporary travel business ban during quarantine and strict monitoring of travel situation going forward
• Strict third-party visitors control (contractors, service providers) screening and authorization process including online questionnaire
• Issuance of "Temporary home-based employee guidance" and "Emerging Respiratory Viruses Prevention Response Guidance"
• Regular check-ins with managers
• Procurement of masks and PPE equipment and shipment to sites for front-line workers
• Assets operating in isolation mode
Supply chain analysis and contract management
• Global supply chain actions tracker per plant with regular update in case of potential risks. Calls with sites to review the status
• Force majeure and termination clauses analysis for key contracts (PPA, facility agreements, supply chain) with regular communication on potential delivery delays. Local assets were advised to avoid or to require protection for advance payments
O&M optimization and inventory management • Review of annual maintenance program to reschedule any maintenance activities that would require third-party interventions on site
• Inventory requirement in place for spares and consumables at least through the end of 2020 (6-12 months' stock)
Health, Insurance and Testing • PRC testing of front-line workers
• COVID insurance policy for infected employees (in addition to existing health benefits)
• Strict protocols for maintaining physical distance, disinfection of premises, masks and gloves use when required physical distance cannot be kept. In addition, screenings for temperature are conducted |
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| R04. Strategy - Disruptive innovation in power generation and storage technologies
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| The risk that technological breakthrough in renewable generation, storage technologies and/or energy trading and financial markets (i.e. blockchain) will reduce our ability to be competitive in the new investments or could result in stranded assets. Note: this risk is regarded as an emerging risk but one unlikely to impact in the next three years.
New risk
| Deterioration of financial performance:
• Loss of revenue
• Decrease in operating cashflow
Loss of business/growth opportunities:
• Renegotiation/termination of existing contracts
• Inability to expand in strategically important regions | Strong PPAs drafted to protect ContourGlobal from non-payments PRI policies, several of which provide protection against non-honoring of arbitration award Diversification of ContourGlobal's portfolio (Thermal and Renewable) and installing the most modern technologies (where possible) in order to remain as competitive as possible Innovation monitoring and using internal capabilities to capitalize on emerging technologies and innovative solutions already implemented within the Group |
| R05. Strategy - Supply Chain
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| Increased supply chain risk, with the identification and management of supply requiring greater efforts to maintain resilience. This may be due to a more competitive landscape among the Company's peers increasing costs; or due to a shrinking of available supply due to suppliers going out of business during economic downturn; or politically motivated restrictions (such as trade restrictions e.g. quotas, tariffs, additional screening or sanctions) following from heightened geopolitical tensions.
New risk Included in the sensitivity analysis on principal risks for viability statement and going concern assessment.
| Business disruption:
• Inability to procure required equipment or parts
• Impact on EAF and EFOR
Deterioration of financial performance:
• Increase in Opex and Capex
Potential breach of loan agreements | • Supply chain analysis and contract management: global supply chain actions tracker per plant with regular update in case of risks, regular reviews
• Monitoring of force majeure and termination clauses and communication of potential termination |
| R06. Operation and execution - Project execution (CAPEX)
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| The risk that inefficient contractors' selection, contracting, project management and execution of greenfield construction or refurbishment investment projects will result in delays or unanticipated cost overruns.
Risk unchanged Included in the sensitivity analysis on principal risks for viability and going concern assessment. | Financial impact e.g.: • Overrun of project costs (including financing fees) vs. investment case impacting projected cash flows and IRR
• Liquidated damages/penalties/litigation
• Reduced revenue due to construction delays
• Potential defaults on financing and debt repayment before COD
• Image and reputation impact resulting from a loss of credibility with counterparties, lenders and other stakeholders | • Controlling methodology: specific internal resource is dedicated to provide guidance and best practice to ensure strict and real-time project cost control, enabling cost overruns to be identified early and mitigation actions put in place
• Minimizing the risk of exceeding construction budgets by entering into fixed price contracts with engineering, procurement and construction (EPC) contractors with proven track records
• EPC contracts contain back-to-back liquidated damages provisions which protect ContourGlobal against construction delays and other breaches by EPC contractors • Contract monitoring and management with legal support
• External support to obtain permits
• Project Review Procedure: monthly review of the projects organized by the Project Management Team (including the Group COO) and presented to the Project Steering Committee
• Regular analysis of suppliers and supply chain |
| R07. Operation and execution - Asset integrity (OPEX)
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| The risk that asset maintenance processes are not managed in line with the O&M plan and quality standards will prevent the power plants from delivering electricity and ensuring availability at the levels defined in the long-term PPAs. Risk unchanged | Deterioration of operational performance:
• Business interruption and power outages
• Performance below expected efficiency and output levels
• Inability to deliver electricity or ensure availability defined in long-term PPAs
Reduced profitability and cash flows:
• Increase of expenses (OPEX & CAPEX)
• Unplanned O&M and capital Expenditures
• Loss of revenue and PPA penalties
• Liquidated damages
• Reduction in distribution and inability to service debt
• Reputational impact
| Business interruption insurance O&M strategy focusing on HSE, O&M organization, O&M performance management, benchmarks and KPIs Maintenance strategy including hydro and civil structures. O&M IT systems (including remote monitoring control room) Maintenance activities with regular KPIs for control, and timely corrective actions Daily KPIs and improvement meetings between local plant managers and operators Regular analysis of suppliers and supply chain |
| R08. Operation and execution - Resources/Climate change
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| The risk that climate change (e.g. changes in temperature, wind patterns and hydrological conditions) will affect the certainty of forecasts, will impact our operations and adversely affect our financial performance. Risk unchanged
Included in the sensitivity analysis on principal risks for viability and going concern assessment. | • Deterioration of financial performance including a loss of revenue and/or an increase in expenses (O&M costs)
• Impact on the operational performance with a strong deviation of actual renewable generation vs. projections in the investment case specifically for wind and hydro
• Read more about how we managed this risk in Armenia this year on page 19. | • Diversified geographical and technological portfolio of assets
• Extensive weather phenomena studies and due diligence before acquisitions • Sign-off on all investment case assumptions by a reputable advisory firm
• Scenario analysis carried out across the portfolio
• StormGeo forecasting service has been implemented that provides medium- to long- range prognostics for LATAM assets
• Retina Performance Management platform for Renewable businesses to improve data analytics and forecasting, enabling predictive analysis for medium- to long- range maintenance planning and downtime reduction
• Review of weatherization planning for extreme temperatures |
| R09. Health, safety and environment (HSE) and food - prevention and regulation
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| The risk that failure to prevent major health, safety, environmental and food (CO2 production for human consumption) incidents and/ or comply with relevant regulations due to inherent risks related to our activities (fuel types, technology, equipment in more than 20 countries) will have a material adverse impact on our operations, financing conditions and reputation. Risk unchanged | Human and environmental impact: LTIs (Lost Time Incidents) and fatalities of ContourGlobal employees, contractors or people in local communities around the facilities due to incidents at the power plants Environmental accidents on site and in local communities Contamination of food supply Reputational impact
Financial and operational impact:
Increase in liabilities and compliance costs Business interruption Loss of efficiency/productivity Breach of loan covenants Non-compliance with applicable HSE legal requirements and potential sanctions | Health and Safety Policy reviewed annually and communicated Company-wide
• Health and Safety and Environmental management system is aligned with H&S 18001, ISO 14001 standards, and also with World Bank guidelines, namely the IFC Performance Standards
• Monitoring of reactive indicators (such as responses to accidents) and proactive indicators (including known hazards, inspection quality and number of training hours)
• Intense regular training
• Continuous improvement and failure analysis (like 5 whys and lessons learned) to prevent incident recurrence
• Strong environmental policies and procedures: • Each business's compliance with applicable policies, local laws and permit requirements is managed directly by the business
• Oversight and audit through operations, environmental, health and safety departments
• Third-party contractors' environmental audits, including Coca- Cola audits of food grade CO2
• Arrubal, Togo and Knockmore Hill have achieved ISO 14001 Certification
• Adherence to a Company-wide environmental policy, reflecting the business commitment to the United Nations Global Compact
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| R10. Regulation and compliance - Fraud, bribery and corruption
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| The risk that lack of transparency, threat of fraud, public sector corruption, money laundering and other forms of criminal activity involving government officials or suppliers will result in a failure to comply with anti-corruption legislation, including the UK Bribery Act 2010 and other international anti-bribery laws.
Risk unchanged Included in the sensitivity analysis on principal risks for viability and going concern assessment. | Financial impact: • Financial losses as a result of fraudulent activities
• Violations of anti-corruption or other laws
• Criminal and/or civil sanctions against individuals and/or the Company
• Loss of trust by key stakeholders
• Debarment by multilateral development banks and international financial institutions
• Reputation impact and loss of trust
• Exclusion from government funding programs | • A strong anti-bribery compliance program that reflects the components of an 'effective ethics and compliance program' as set forth by various international conventions and enforcement authorities, which is reviewed at least quarterly
• Policies and procedures include: • Code of Conduct and Business Ethics • Anti-Corruption Policy • Anti-Corruption Compliance Guide • Policy for Engaging Suppliers and Third-Party Service Providers • Gifts & Hospitality Policy • Compliance Transactional
Due Diligence Protocol • Business Development Consultant Compliance Protocol • Regular certification by employees • Risk-based due diligence, including for third parties and transactions • Pre-approval by Compliance of gifts and hospitality offered to Governmental Officials • Online portals: • EthicsLine • Regular checks and audits: • Bi-annual combined
Compliance and Finance Audits, internal audits • Internal spot checks • Tailored, risk-based training according to a yearly training plan • Anti-Corruption e-learning course for new joiners and regular refresh course for existing employees |
| R11. Information technology - Cyber security and system integrity
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| The risk that insufficient IT security or maintenance of systems will expose the Company to data corruption. This could have a negative impact on information systems as well as electronic control systems used at the generating plants, and could disrupt business operations, resulting in loss of service to customers, expense to repair security breaches and/or system damage.
Risk unchanged Included in the sensitivity analysis on principal risks for viability statement and going concern assessment. | Organizational and operational impact: • Disruptions to business operations
• Compromise of data integrity in core systems
Financial impact: • Potential for fraudulent activity due to segregation of duties conflicts
• Penalties related to non-compliance with data-related laws and regulations
• Loss of revenue due to disruptions to operations
• Impact on reputation due to breach of confidentiality | • Dedicated IT security function established for corporate and Operations
Plants • Physical access controls
• Dedicated plant IT functions established to consolidate IT management approach in the plants under a global framework of IT/OT security policies and procedures. This local, segregated approach to the management of plants minimizes risk
Corporate • Security governance controls in place (including security policies, security training, security reviews)
• Security systems implemented (e.g. anti-virus, web filtering, firewalls, multifactor authentication, encryption)
• Security information and event management system (SIEM)
• Infrastructure hosting security in place (ISO-27001 compliant data centers)
• User provisioning process for key financial accounting and reporting systems, and segregation of duties where applicable
• Governance processes in place (e.g. change management, incident management)
• Restricted USB access
• Centralized administrative access restricting any changes introduced by individual users
• Annual external audits of financial systems and IT security |
| R12. People and organization - Key people (senior executive management) succession planning
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| The risk that a combination of key people's (senior executive management) departure at short notice may affect the Company's ability to deliver its strategic objectives and the overall Company performance and the availability of talent to support long-term growth plans.
Risk decreased The risk assessment was re-evaluated due to set of measures implemented earlier in 2020 related to succession planning. | Removal or departure of key individuals could result in operational disruption, while competition for employees could lead to higher than expected increases in the cost of recruitment, training and employee costs
• Loss of key management members could have a reputational impact | Focused action to attract, retain and develop high-caliber Employees Managing organizational capability and capacity to meet our customers' needs Effective remuneration arrangements to promote effective employee behaviours Clear succession plans in place |
Statement of Directors' responsibilities in respect of the Annual Report and the financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).
Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing the financial statements, the directors are required to:
· select suitable accounting policies and then apply them consistently;
· state whether applicable international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union have been followed for the group financial statements and United Kingdom Accounting Standards, comprising FRS 102 have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements;
· make judgements and accounting estimates that are reasonable and prudent; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006.
The directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' confirmations
The directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the group's and company's position and performance, business model and strategy.
Each of the directors, whose names and functions are listed in the Directors' Report confirm that, to the best of their knowledge:
· the group financial statements, which have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the group;
· the company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 102, give a true and fair view of the assets, liabilities, financial position and profit of the company; and
· the Strategic Report includes a fair review of the development and performance of the business and the position of the group and company, together with a description of the principal risks and uncertainties that it faces.
In the case of each director in office at the date the directors' report is approved:
· so far as the director is aware, there is no relevant audit information of which the group's and company's auditors are unaware; and
· they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group's and company's auditors are aware of that information.
This responsibility statement has been approved and is signed on behalf of the Board by:
Joseph C. Brandt
President, Chief Executive Officer and Executive Director
ContourGlobal plc
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