Annual Report - ENGIE

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Annual Reportof theENGIE Scrutiny Board2018-2019

LEBOARDBUSINESSBUSINESSBUSINESS- Page 1Chair’s ForewordPage 2Chief Executive’s ResponsePage 2Centre for Public ScrutinyPages 3-4Scrutiny Board Member’s BiographiesPage 5Responsible Business CharterPage 6Key Performance Indicators (KPIs) OverviewPages 8-11Fair Business Growth - Individual KPI ReviewPages 12-16Transparent & Accountable - Individual KPI ReviewPages 17-23Fair Employer - Individual KPI ReviewPages 24-27Supporting our Communities & Environment - Individual KPI ReviewChair’sForewordIn my role as Chair of the ENGIE Scrutiny Board,I am pleased to introduce our first annual report.The Scrutiny Board’s purpose is to hold ENGIEUK publicly to account for the delivery of theirResponsible Business Charter. We have providedindependent oversight and guidance to thebusiness through our review of progress againstthe Charter performance indicators. Progress made in environmental improvement andcommitment to zero carbon.ENGIE’s decision to create an independent Scrutiny Board is abold one and they should be commended for it. The businesshas been at the forefront of promoting high ethical standardsand this became more pertinent following the collapse ofCarillion.The Scrutiny Board was satisfied that realistic and robustaction plans are in place and will continue to monitor them.We believe this governance model should seriously beconsidered by other private sector organisations, particularlythose delivering publicly funded services or projects.The Board’s approach has been to challenge positively thebusiness, giving real-time feedback, seeking to add valuethrough our experience and insight and driving the businessto be ambitious for its employees, clients and communities.ENGIE has been transparent throughout the process, providingfull disclosure of any documents requested.We see our role as providing independent verification toENGIE’s clients and stakeholders, and, where required,highlighting issues which may be impacting on the widersector.We recognise that ENGIE is committed to evolving as aresponsible business and is on a journey to raise standards.The Scrutiny Board is proud to have made a direct impactduring the year and be part of this evolving approach.In terms of areas where progress has been made, the Boardwould highlight:For other KPIs, whilst progress is being made, there is more tobe done to achieve ENGIE’s desired standards. These include: The fair payment of suppliers Customer service to business clients Reducing the gender pay gap and improving the dataavailable to inform equal opportunities.For a number of the charter commitments, whilst there areclear responsibilities that sit with ENGIE, there were specificareas where the Scrutiny Board recognised that a widergovernment or sector response was also needed: Living Wage commitment – it is ultimately thecommissioner’s decision to tender and award contractswhich incorporate the Living Wage. In too many cases thepurchaser is unwilling to fund this commitment New Fair Deal – the business continues to be facedwith administrative challenges which directly impact onindividuals and need government action to resolve Reducing the gender pay gap – a continued sector wideresponse is needed to encourage STEM take-up, attractmore women into all roles and create environments wherethey want to work Apprenticeship Levy – There is need for a wider policydiscussion to address concerns, which are shared withother employers, regarding the flexibility and practicalapplication of the Levy in UK-wide businesses.A table summarising progress against each of the ResponsibleBusiness Charter Commitments can be found on page 6. The voluntary publication of pay ratios and improvementsmade Improved standards in employee engagement andrecognitionLord KerslakeChair, ENGIE Scrutiny Board Commitment to new diversity and inclusion targets forethnicity and gender The review of benefits for lower paid staff which resulted inthe inclusion of additional holiday Achievement of the new ISO sustainable 2019201920191

LEBOARDBUSINESSBUSINESSBUSINESS- ANNUALREPORTREPORTREPORTREPORT201920192019Chief Executive’s ResponseENGIE UK welcomes the insight, challenge and support from the Scrutiny Board and theCentre for Public Scrutiny (CfPS). Operating in a responsible and transparent manner has beenfundamental to ENGIE’s approach and I am proud that we are leading the way through thecreation of our Responsible Business Charter and accompanying Scrutiny Board.The independence of the Scrutiny Board has been verified by the Centre for Public Scrutiny, a national charityspecialising in governance and scrutiny.This year has seen the business adapt to deliver the Responsible Business Charter commitments, which have nowbeen embedded into operating plans in all business units. We recognise this is not a one-off task, raising standards isan evolutionary process to which ENGIE is fully committed and the Board is playing a crucial role in providing real-timefeedback to support this journey.Scrutiny BoardMember’s BiographiesLord Kerslake (Chair)Bob Kerslake was Permanent Secretary of the Department for Communities and LocalGovernment (DCLG) from November 2010 until he stepped down in February 2015 andwas Head of the Civil Service from 2012 to 2014. Before joining the Civil Service, hereceived a knighthood for his services to local government, spending eight years servingthe London Borough of Hounslow and then a further 11 years leading Sheffield Council.Bob Kerslake is President of the Local Government Association, Chair of the Centrefor Public Scrutiny, Chair of the Board of Peabody Trust and brings extensive UK localgovernment and communities experience.We have worked closely with the Scrutiny Board and have given their feedback full consideration. Their work directlycontributed to the employee benefits review for staff earning less than 10,000 a year, and they oversaw and closelyscrutinised our supplier prompt payment action plan.The Charter and the scrutiny of our progress against the commitments has driven significant progress over the last 12months. They have improved how we operate as an employer, contractor, partner and sector leader. There is muchmore that needs to be done to meet our own targets and we will continue to evolve how we work to better meet thechanging needs of our clients, communities and the places we serve.Creating the Responsible Business Charter and the Scrutiny Board reflected our ambition to be more transparent anduse scrutiny to bring additional insight, challenge and drive to the business. After twelve months, I am confident thesebold steps were right for our business and that this sets a new standard for the sector to follow.Nicola LovettChief Executive, ENGIE UK & IrelandCentre forPublic ScrutinyThe Centre for Public Scrutiny (CfPS) has provided support to the Scrutiny Board, ensuringits independence and effectiveness in providing insightful scrutiny to ENGIE UK.ENGIE has co-operated fully during the year, providing information as requested, putting forwardsenior accountable leads to be questioned and were open and honest in their evidence giving. Thisengagement has allowed the Board to have confidence that progress is being made and that itsadvice and recommendations are being acted upon.Sir Mike RakeSir Michael Rake was appointed Chair of Great Ormond Street Hospital in 2017.He was the former Chairman of BT Group plc (2007-2017); President of the CBI (2013 –2015); a member of the Prime Minister’s Business Advisory Group (2010 – 2015); DeputyChairman of Barclays PLC (2012 to 2015); Chairman of EasyJet plc (2010 – 2013) and thefirst Chairman of the UK Commission for Employment and Skills (2007 – 2010). He was adirector of the Financial Reporting Council (2004 – 2007).Sir Mike also had a long career with KPMG and was International Chairman between 20022007. Sir Mike was knighted in 2007. He bring to the Board extensive experience financialand commercial expertise, as well as significant experience in technology and digital.Joan MacNaughton, CB HonFEIJoan MacNaughton is currently Chair of The Climate Group and of the Advisory Board ofthe New Energy Coalition of Europe. She is a Non-Executive Director of En Groupl plc andof the James Hutton Institute, and a member of several Advisory Boards including ENGIEUK, Grantham Institute at Imperial College, UKERC and UCL. Joan is also a founding BoardMember of Powerful Women, which aims to increase the number of senior women in theenergy sector.From 2010 to 2016, Joan was Executive Chair of the Energy Trilemma and is now HonoraryChair. She is a Past President of the Energy Institute. In Government until 2007, Joan helda wide range of positions including as Chief of Staff to the Deputy Prime Minister to PrimeMinister Thatcher and as Director General of Energy, playing a key role in shaping UK andinternational energy policy. In 2006 she was made a Companion of the Order of the Bath byHM The Queen.Jacqui McKinlay, Chief Executive, SBUSINESSBUSINESSREPORTREPORTREPORT2019201920193

LEBOARDBUSINESSBUSINESSBUSINESS- ANNUALREPORTREPORTREPORTREPORT201920192019Scrutiny BoardMembers Biographies cont.Jane RamseyJane took up her post on the Committee on Standards in Public Life in September2016 for a five-year term. Jane is currently Chair of Young Epilepsy and Chair of theChildren and Young People Steering Group for Transforming Care, NHS England. Shewas previously Chair of Cambridge University Hospitals NHS Foundation Trust. Shejoined the Trust in November 2012 from University College London Hospitals (UCLH)where she was Vice Chair.She has previously served on the Council of the Royal Pharmaceutical Society, theDepartment of Health Audit and Risk Committee, chaired a local Housing Associationand has been Head of Law for two London boroughs. She also served on theIndependent Commission into regeneration and wealth creation in non-Metropolitanareas established by the Local Government Association.ENGIE’s ResponsibleBusiness Charter1. Fair BusinessGrowth2. Transparent& Accountable3. FairEmployer4. Supporting ourCommunities &Environment1. Responsiblemanagementof pensions4. Creation ofLiving Will8. Equalopportunitiesfor all14. Commitmentto invest in ourcommunities2. Fair paymentof suppliers3. Fair executivepayLord AdebowaleVictor Adebowale is Chair of Collaborate, a community interest company, VisitingProfessor at the University of Lincoln and an Associate of The Health ServicesManagement Centre (HSMC) at the University of Birmingham.He is also Director at Leadership in Mind Ltd. Victor has been involved in a numberof taskforce groups, advising the government and social enterprises on mental health,learning disability, employment and brings expertise on various issues relating tohealth, social care and public policy. He is co-founder and Chair of Visionable.comand a cross-bench member of the House of Lords.5. Customersatisfaction6. Driving anethical culture;exposingunethicalconduct7. Open toscrutiny9. Committed tostaff training10. Safety andwellbeing15. Environmentalleadership,innovation andimprovement11. Employee voiceand Trade Unionrelationships16. Responsibleprocurementpractices12. Reducinggender pay gap13. Promotingthe RealLiving WageBaroness Drake CBEJeannie Drake is a Labour peer appointed to the House of Lords in 2010. She waspreviously a senior trade union official; President of the TUC; a Commissioner of boththe Equal Opportunities Commission and the Equality and Human Rights Commissionand a lay member of the Employment Appeal Tribunal. She was a member of theTurner Pensions Commission, on the inaugural Board of the Pension Protection Fundand on the Board of the Pensions Advisory Service.Jeannie’s current roles include being an independent member of the Private EquityReporting Group; a member of the Byharis Trust and a trustee of the Telefonica UKpension 5

LEBOARDBUSINESSBUSINESSBUSINESS- ANNUALREPORTREPORTREPORTREPORT201920192019Key PerformanceIndicators (KPIs)KPIKPI 4KPITargetFull moon achievedand continue to monitorThree quarters circle significant progress madeHalf circle progressmade, work to doFull MoonCreation of a living willTargetKPI 1Responsible management of pensionsKPI 3Fair executive payKPI 6Driving an ethical cultureKPI 7Open to scrutinyKPI 9Commitment to staff trainingKPI 10Safety and wellbeingKPI 11Employee voice and trade union relationshipKPI 13Promoting the real living wageKPI 14Commitment to invest in communitiesKPI 15Environmental leadership, innovation and improvementKPI 16Responsible procurement practicesKPIEXPLANATOR:TargetKPI 2Fair payment of suppliersKPI 5Customer satisfactionKPI 8Equal opportunitiesKPI 12Reducing the gender pay gapThree quarterscircleHalf circleImage: Dinorwig Power Station,North SSBUSINESSBUSINESSREPORTREPORTREPORT2019201920197

Principle 1Fair BusinessGrowth1.Responsible managementof pensions2.Fair payment of suppliers3.Fair executive payCharter Commitment:Responsible Management of PensionsKPI 1Evidence ReviewedEnsure all UK pensioncommitments arehonoured and managepension deficit Details of ENGIE pension commitments in relation to Defined Benefits Schemes (DB), DefinedContribution Schemes (DC) and Public Sector Schemes (New Fair Deal) Specific KPIs and their status reflecting recent actuarial valuation, agreements and policiesBoard ReviewGood management and effective protection of an employee’s pension is a critically important obligation for an employer, bothin terms of the consequences for the individual and the state. The Board is satisfied with the current position regarding thefunding of pension commitments and that, where required, action plans are in place.In its investigation, the Scrutiny Board reviewed the current policy and position in relation to take-up of pensions and how thiscould impact on lower wage employees who currently earn less than the threshold for automatic enrolment.The Scrutiny Board considered the potential impact of differing contribution rates across the business to assess fairness toemployees at all levels and recommended that ENGIE review their current approach. This led to an in-year review of the totalbenefits offered to employees earning less than 10,000.The Board reviewed evidence relating to the organisation’s experience of implementing the New Fair Deal arrangementswhere extended timescales in achieving this has led to poor employee experience.ENGIE Action and further steps As a result of the review, a new benefits offer to employees earning less than 10,000 which includes an option ofadditional pension contributions and/or extra holidays is planned. Other employees who are also on less than 24 daysholiday will receive this benefit. This will affect circa 4000 lower paid staff employees by providing them with an additional2-4 days holiday and will take them above market average. The business is considering a standardised approach to the defined contributions pension scheme and the Board hasadvised that equity and fairness in relation to pensions forms part of future work in this area. The Board has raised concerns about issues relating to the administration of the New Fair Deal. It has recommended thatthese continue to be raised with Government.RatingQuote‘ENGIE has demonstrated its commitment to looking at fairness for allemployees in relation to its pensions policy, going beyond what wasoriginally asked in relation to fulfilling pension commitments. This is astrand we hope will continue to form part of their pension policy.’Baroness Jeannie DrakeImage: ENGIE employee,King’s Yard Energy ESSBUSINESSBUSINESSREPORTREPORTREPORT2019201920199

LEBOARDBUSINESSBUSINESSBUSINESS- ANNUALREPORTREPORTREPORTREPORT201920192019Charter Commitment:Fair payment of suppliersCharter Commitment:Fair executive payKPI 2Evidence ReviewedKPI 3Evidence ReviewedAdherence to promptpayment code Details of ENGIE’s current performance and the action plan to ensure adherence to the promptpayment codeAlignment with bestpractice reports andratios Evaluation of the current status of ENGIE’s position on pay ratios for Executive Pay The Board session had the opportunity to question the Chief Finance Officer, Shared ServicesDirector and Chief Executive. ENGIE’s position compared to competitors based on available information ENGIE Group Executive Pay Policy Review of recent best practice and relevant regulationsBoard ReviewBoard ReviewENGIE has a firm commitment to prompt payment of suppliers. The Cabinet Office requires large companies and large LLPsto report payment performance on a half-yearly basis. Under the voluntary Prompt Payment Code (PPC), signatories committo making payment of 95% of invoices within 60 days. ENGIE is seeking to apply this standard across its UK business albeitthat only one legal entity is formally covered by the PCC.ENGIE UK’s performance is viewed as mid to upper quartile in comparison to competitors, but significant variations existbetween its legal entities. Improvement initiatives have been implemented. During this year, ENGIE was not achieving theprompt payment standard and in April 2019 was informed that the Chartered Institute of Credit Management (CICM) hadsuspended ENGIE Services Limited, from the PPC.There has been increasing scrutiny of the levels of executive pay within the private sector, particularly those involved in publicservice delivery. In addition to the total renumeration, the focus has included pay policies and governance particularly whenbenefits are paid after poor organisational performance.The Board explored the new requirement for UK Quoted Companies to publish pay ratios from 1 January 2019 which willassist in establishing comparisons with competitors. ENGIE has voluntarily adopted these regulations. This decision waswelcomed by the Board.The Board advised that, regardless of complexities of systems, ENGIE must demonstrate a public commitment tosupporting SMEs and the PPC through a realistic action plan to achieve the target. The Board reinforced the commercial andreputational risks of being classified as a poor performer in this area.Executive pay data will not be available publicly for listed competitors until January 2020. ENGIE intend to publish their datain line with the timetable for listed companies. Work has been undertaken based on publicly available data to establish abenchmark and carry out a basic review of pay ratios. This demonstrates that ENGIE currently compares well to competitorsbased on available information. The Board will review this position again in June 2020.An updated action plan was put in place by ENGIE with a view to achieving the standard by September 2019. Goodprogress was being made and ENGIE has achieved payment of 95% of supplier invoices within 60 days across all parts ofthe business. In November 2019, ENGIE services was officially put back on as a signatory to the Prompt Payment Code.Following a review of the ENGIE Group wide pay policy, the Board were satisfied that the policy had a fair balance betweenfinancial and operational measures, management measures plus non-financial factors linked to ethical, environmental andsafety performance.Progress will continue to be monitored closely by the Board. The Board noted that the CICM has recently quoted ENGIEServices Ltd as a best

first Chairman of the UK Commission for Employment and Skills (2007 – 2010). He was a director of the Financial Reporting Council (2004 – 2007). Sir Mike also had a long career with KPMG and was International Chairman between 2002-2007. Sir Mike was knighted in 2007. He bring to the Board extensive experience financial

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